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HomeMy WebLinkAboutContract 48963 CITY SECRETARY CONTRACT NCI. b C i a Acct No.: 20061828 a Tract No.: n. REIMBURSEMENT AGREEMENT THIS AGREEMENT ("Reimbursement Agreement"), made and entered into as of the day of /lig.ro, , 2017, by and between ENERGY TRANSFER FUEL, LP, a Delaware limited partnership with principal offices at 1300 Main Street, Houston, Texas 77002 ("ETF") and THE CITY OF FORT WORTH. ("OWNER") whose mailing address is 200 Texas Street, Fort Worth, Texas, 76102 (individually referred to as "Party" and jointly as "Parties") WITNESSETH THAT: WHEREAS, ETF was granted a pipeline right-of-way agreement and easement for a 36- inch natural gas pipeline by Judgment in Tarrant County Texas, dated July 27, 2007, recorded under Cause Number 07-49817-7, of the Official Public Records of Real Property of Tarrant County, Texas; and WHEREAS, ETF was granted a pipeline right-of-way agreement and easement for a natural 36-inch gas pipeline in Tarrant County, Texas under the authority terms and conditions set forth in that certain Easement and Right of Way recorded in Volume 8752, Page 2381 of the Deed Records of Tarrant County, Texas ("Pipeline ROW Agreement"); and WHEREAS, ETF has installed its pipeline in and across the above described rights of ways (the "Premises") as more particularly described as follows: "As described on Attached Exhibit A" WHEREAS, OWNER is in the process of developing streets and utilities through the Premises ("Development"), which affects ETF's present 36-inch pipeline ("Facilities") within a portion of said Premises; and WHEREAS, the proposed Development will interfere with the present location of ETF's existing Facilities; and WHEREAS, OWNER has requested that ETF relocate its existing Facilities to provide for Development and enter into this Reimbursement Agreement with OWNER providing for such relocation and for the reimbursement to ETF of the expenses ETF incurs in accommodating OWNER's requested relocation of said Facilities as and to the extent as provided below; and WHEREAS, ETF will perform the relocation of its existing Facilities in two phases: Phase I will including any necessary survey, right of way services, engineering, and cost estimation work ("Phase I"); and Phase II will include the actual relocation of the Facilities in accordance with the approved engineering design("Phase II"); OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 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. Prior to implementing, and subject to final approval by the Fort Worth City Council, PHASE II of this Reimbursement Agreement for the reimbursement of all costs that ETF incurs in the actual relocating of its Facilities as made necessary by OWNER, which affects ETF's present Facilities within a portion of said Premises, it will be necessary for ETF to do certain survey, engineering and surface site procurement to determine the components to be covered by PHASE II of this Reimbursement Agreement. Accordingly, OWNER and ETF have agreed to implement PHASE I of this Reimbursement Agreement to cover the payment by OWNER of any and all costs and expenses to be incurred by ETF in causing a survey of the area and Facilities to be affected by OWNER'S request, in having preliminary engineering and cost estimate prepared. 2. OWNER shall pay to ETF 100% of ETF's actual costs and expenses incurred in connection with the preliminary survey, preliminary engineering and cost estimate contemplated by PHASE I of this Reimbursement Agreement, up to an amount of sixty thousand dollars ($60,000.00). 3. The cost of the preliminary survey, preliminary engineering and cost estimate prior to implementing PHASE II of this Reimbursement Agreement is estimated to be Fifty Thousand Dollars, ($50,000.00). ETF will be reimbursed expenses within thirty (30) days upon OWNER's receipt of an invoice evidencing the completion of work performed during Phase I. It is agreed between the Parties that the reimbursement herein provided shall not exceed the actual costs of labor, survey and engineering costs and overhead incurred by ETF in accomplishing the preliminary work contemplated by PHASE I of this Reimbursement Agreement. ETF will complete all work under Phase I within forty-five (45) days of execution of this Reimbursement Agreement. 4. Thereafter, when OWNER is ready for ETF to relocate, its Facilities, OWNER shall implement PHASE II of this Reimbursement Agreement by providing at least 90 days prior written notice to ETF of the day that OWNER wishes ETF to commence the relocation of the Facilities and prepaying to ETF the amount of the Phase II Low Bid determined pursuant to PHASE I hereof. All work under Phase II shall be performed either during the Spring period of March 1 through May 31 or during the Fall period of September 1 through November 30 and must be complete within a total of one hundred twenty (120) days of receiving notice to proceed form OWNER. It is understood that ETF's actual relocation expenses shall not exceed the estimate obtained through PHASE I of this Reimbursement Agreement; however, OWNER and ETF may agree to amend this Reimbursement Agreement if the actual costs exceed the estimates, but such amendment may not exceed the estimate more than fifteen percent (15%). It is agreed between the Parties that the reimbursement herein provided shall not exceed the actual costs of materials, labor, contractor charges, supplemental survey and engineering costs, overhead, gas loss, damage payments, or any other cost incurred by ETF in accomplishing the relocation work contemplated by PHASE II of this Reimbursement Agreement. A detail of all costs for PHASE I and PHASE II shall be provided by ETF within 180 days after the completion of the work contemplated by PHASE II of this Reimbursement Agreement. To the extent that the total costs incurred by ETF exceed the amount paid by OWNER, OWNER will reimburse ETF for the excess amount within thirty (30) days of OWNER's receipt of an invoice evidencing completion of Phase II. ETF will submit an affidavit of bills paid with its invoice for Phase II, and OWNER shall not be obligated to make payment until the affidavit of bills paid is received. If OWNER does not continue into Phase II within one (1) year from completion of Phase Il, this Reimbursement Agreement shall be considered terminated and ETF shall provide OWNER an affidavit of bills paid for Phase I,unless otherwise extended by the Parties. 5. ETF and OWNER agree that the Parties will amend this Reimbursement Agreement to account for any unforeseen adjustments to or modifications of ETF's Facilities necessary during Phase II of this Reimbursement Agreement.. 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. 6. OWNER shall grant, to the extent that it has the right to do so and at no expense to ETF, any necessary temporary workspace within the right-of-way as may be required for the relocation of the Facilities under this Reimbursement Agreement. The Parties agree that ETF shall only be granted necessary temporary workspace so long as ETF's use of the temporary workspace does not interfere with the OWNER's Development. 7. Nothing herein constitutes a waiver of the OWNER'S sovereign immunity. 8. ETF agrees that the OWNER 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 ETF involving transactions relating to this Reimbursement Agreement. The place and time of all audits must be reasonable and agreed to by both Parties. The OWNER shall give ETF reasonable advance notice of intended audits. ETF shall include in any subcontracts a clause similar to this granting OWNER the same rights to examine subcontractors invoice records to ETF regarding the Phase II relocation activities hereunder. 9. The person signing this Reimbursement Agreement hereby warrants 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. The other Party is fully entitled to rely on this warranty and representation in entering into this Reimbursement Agreement. 10. 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 Phases I and II of this Reimbursement Agreement. This Reimbursement Agreement does not replace or supersede the Pipeline ROW Agreement. 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. 11. During Phase II of this Reimbursement Agreement, ETF will carry the same insurance as required under the Pipeline ROW Agreement. 12. OWNER may terminate this Reimbursement Agreement for any reason by providing ETF thirty (30) days' written notice. Furthermore, in compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of the OWNER hereunder are subject to the availability of funds. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Reimbursement Agreement, then the OWNER will immediately notify ETF of such occurrence and this Reimbursement Agreement shall be terminated on the last day of the fiscal period for which appropriations were received without penalty or expense to the OWNER of any kind whatsoever, except to the portions of payments herein agreed upon for which funds shall have been appropriated. This Agreement shall inure and be binding upon the successors and assigns of the Parties hereto. IN WITNESS WHEREOF,the Parties hereto have executed this Agreement as of the day and year first above written. "ETF" ENERGY TRANSFER FUEL, LP By: Energy Transfer Fuel GP, LLC, its general partner a Delaware li d llabilit any, its general p er By: n�A¢ ame int) . �(1' T Vice President. Land and Right of Way "OWNER" CITY OF FORT WORTH By� L/'� Name (Print): Jesus J. Chapa Title: Assistant City Manager ••.� ATT S By: / rf "rc 1Clru° wto�;� t, M K yser CI i`��ECR�T ,R�e� City Secretary A� VT.WORTH,J APPROVED AS TO FORM AND LEGALITY: By: Jessica Sangsvg Assistant City Attorney II Form 1295 Certification No.Not Required M&C: No: Not Required Date: CONTRACT COMPLIANCE MANAGER: By signing, I acknowledge that I am the person responsible for the monitoring4an�da �iiinistration of this contract, including ensuri rf anc reporting requirements. me: o er V nable Title: sikant Direct /Pro city Management STATE OF TEXAS § COUNTY OF �b 6 § o going instrument was' ackn edged or me o t day of 20 y By Energy nsfer Fuel GP, LLC, a Delaware limited liability company, acting in its capacity as general partner of and on behalf of Energy Transfer Fuel, LP, a Delaware limited partnership. (S E A L) DONNA WALiERS Notary Public =e1'aue��s Notary Public,State of Texas R- M Commission Expires SaA..Tfi,r�E Comm.Expires 03-04-2020 �' .� Notary ID 2342771 'nnnua STATE OF TEXAS § COUNTY OF TARRANT § This instrument was acknowledged before me on the Z3 rof day of 204, by Jesus J. Chapa, Assistant City Manager of the City of Fort Worth, aftexas home rule municipal corporation on behalf of said City of Fort Worth. ( E ` MARIA S SANCHEZ No ary Public My Commission Expires `�_0(p December 19, 2017 My Commission Expires / // S1 i,Of t4'� This Instrument Drafted By: Return This Instrument To: Encroachment Department Right of Way Department Energy Transfer Fuel,LP Energy Transfer Fuel,LP 1300 Main Street 1300 Main Street Houston,Texas 77002 Houston,Texas 77002 4 I I , { r 1 R71LOIV SPR/NGS ROA 1! `l 16 i 1 1 1 ' Y 1 SAI 1 � SLI r 1 I t m I �I I I � c t o 1 I I f V 1 I , _I I I I I li I rI; l 1 I t� III' i I Y ' 9�t\ f V ' i. n o S °o o Wo flt;;