HomeMy WebLinkAboutContract 49959 CITY SECRETARY JC.'
CONTRACT N0. , r
AGREEMENT TO PLACE ADVANCED METERING INFRASTRUCTURE EQUIPMENT ON
DEVON ENERGY PRODUCTION COMPANY RADIO TOWER
This Agreement to Place Antennas on Radio Towers by and between the City of Fort Worth
(the "City"), a Texas home rule municipal corporation, and Devon Energy Production
Company, L.P., ("DEVON") an Oklahoma limited partnership ("DEVON ENERGY"), is
entered into as of the date executed below("Agreement");
WHEREAS, the City has investigated and determined that it would be advantageous and
beneficial to the City and its inhabitants to acquire permission from DEVON to place antennas
and operating infrastructure equipment to be used for the City's Advanced Metering
Infrastructure("AMI") program;
WHEREAS, the City is acquiring an AMI system for the advancement of water service to
customers of the City and to improve business processes within the Water Department
resulting in value-added services to the citizens of the City; and
WHEREAS, DEVON has investigated and determined that it would be advantageous and
beneficial to DEVON to provide radio tower access and equipment shelter space to the City;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the City and
DEVON agree as follows:
1. Radio Tower Use by the City. DEVON will provide the City access to its Radio
Tower listed below ("Facility") for purposes of installing and maintaining an AMI system and
related appurtenances to be used exclusively by the City, which shall include use by its
subcontractors performing services for the City, for its wireless AMI system ("AMI
Infrastructure"). DEVON agrees to license space as may be necessary for installing and
maintaining the Facility. No commercial use shall be permitted under this Agreement.
Presently, DEVON has a radio tower(Facility) located at:
a) 12555 Stephens Road, Fort Worth, Texas, 76126
2. Radio Tower Access Provided. The City shall have the right, at its own expense, to
install and maintain all AMI Infrastructure equipment on the Facility in existence and in a good
and workmanlike manner that does not interfere with existing communication equipment, if
any. All necessary access to the Facility, whether underground or aerial, will be provided at
each of the Facility. The exact location of the Facility will be agreed upon between the parties.
The City shall submit plans and specifications for DEVON approval of the location of the AMI
Equipment at each Facility and such approval shall not be unreasonably withheld. A listing of
the AMI equipment to be installed by the City at the site identified above is included in this
agreement at Exhibit A. The City shall have access to the Facility Monday through Friday,
8:00 A.M. to 5:00 P.M. for purposes of performing maintenance on the AMI Equipment and
shall have access 2+-hours a day, 7-days a week for purposes of performing emergency
maintenance on the AMI Equipment. The City shall notify DEVON by telephone prior to
entering the Facility. DEVON hereby grants the City a right of ingress, egress and access to
the Facility for the purpose of installing and maintaining the AMI Equipment.
DEVON ENERGY RADIO TOWER AGREEMENT WITH THf CITY OF FORT'WOR7H Paffi<�S�Q���
Cii`fY Ski' L LAKY
FT.'WORTH,TX
d
3. Standards. All work will be done according to applicable codes, licenses,
regulations, and approved plans.
4. Consideration. The City agrees to pay DEVON a sum of One Dollar ($1.00) per
year, payable in full for the initial term of the lease upon execution by the parties.
5. Term. The initial term of this Agreement shall be for ten (10) years from the date of
final execution. This Agreement shall automatically be renewed for five (5) additional five (5)
year terms, upon the same terms and conditions, unless one party notifies the other in writing
of its intent not to renew at least one hundred twenty(120)days prior to the expiration of the
existing term. The City has the right to remove the AMI Equipment at its sole expense on or
before the expiration or earlier termination of this Agreement, and the City shall repair any
damage to the Facility caused by such removal. Upon the expiration or earlier termination of
this Agreement, the City shall remove the AMI Equipment and repair any damage to the
Facility caused by such removal.
6. Termination. This Agreement may be terminated by either party to this agreement
upon one hundred twenty (120) days written notice. Further if it is determined by DEVON in
its sole discretion that the City's use of the Facility causes substantial or unacceptable
interference with DEVON use of the above described property or Facility in furtherance of its
operations, or in any way prevents DEVON from complying with applicable rules or
regulations, DEVON must first provide notice of the interference and give the City a
reasonable time to cure which shall be at least seventy-two(72)hours. After this time to cure,
if the City cannot cure the substantial interference,the agreement shall terminate immediately
with written notice from DEVON.
7. Title/Liens. DEVON acknowledges that the City's equipment shall, at all times,
remain the personal property of the City and shall not be considered a fixture to the real
estate, tower or building comprising the Site. DEVON shall not permit any third party to
remove or relocate the City's equipment and shall not permit liens or encumbrances to be
placed upon the equipment.
8. Insurance.
(a) The City is self-insured. DEVON is self-insured. .
9. Indemnity. DEVON shall indemnify and hold the City harmless against any third
party or DEVON's employees', claim of liability or loss from personal injury or property
damage resulting from or arising out of the negligence or willful misconduct of DEVON, its
employees, contractors or agents. Neither party shall be liable to the other under this
Agreement, whether in contract, in tort, or otherwise for special, consequential, punitive, or
indirect damages.
DEVON ENERGY RADIO TOWER AGREEMENT WITH THE CITY OF FORT WORTH Page 2
10. Miscellaneous Provisions.
a) Assignment. DEVON shall have the right to assign or transfer this Agreement,
together with all right, title and interest in this Agreement, to any successor
entity of DEVON at any time during the term of this Agreement, and any such
assignee shall acquire all of the rights and assume all of the obligations of
DEVON under this Agreement. DEVON will provide written notice to City of
assignment.
b) Entire Agreement. This Agreement contains the entire agreement of the parties with
respect to the matters contained herein and may not be modified or terminated
except upon the provisions hereof or by the mutual written agreement of the
parties hereto.
c)Venue. This Agreement shall be construed in accordance with the laws of the State
of Texas and shall be performable in Tarrant County, Texas.
d) Consideration. This Agreement is executed by the parties hereto without coercion
or duress and for substantial consideration, the sufficiency of which is forever
confessed.
e) Counterparts. This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
f) Authority to Execute. The individuals executing this Agreement on behalf of the
respective parties below represent to each other and to others that all
appropriate and necessary action has been taken to authorize the individual
who is executing this Agreement to do so for and on behalf of the party for
which his or her signature appears, that there are no other parties or entities
required to execute this Agreement in order for the same to be an authorized
and binding agreement on the party for whom the individual is signing this
Agreement and that each individual affixing his or her signature hereto is
authorized to do so, and such authorization is valid and effective on the date
hereof.
g) Savings/Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect any
other provision thereof, and this Agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
h) Representations. Each signatory represents that this Agreement has been read by
the party for which this Agreement is executed and that such party has had an
opportunity to confer with its counsel.
i) Miscellaneous Drafting Provisions. This Agreement shall be deemed drafted equally
by all parties hereto. The language of all parts of this Agreement shall be
construed as a whole according to its fair meaning, and any presumption or
principle that the language herein is to be construed against anv party shall not
DEVON ENERGY RADIO TOWER AGREEMENT WITH THE CITY OF FORT WORTH Page 3
apply. Headings in this Agreement are for the convenience of the parties and
are not intended to be used in construing this document.
j) Relationship of Parties. Participation by either party in the terms of this Agreement
shall not make such party an agent or representative of the other party.
k) Sovereign Immunity. The parties agree that the City has not waived its sovereign
immunity by entering into and performing its obligations under this Agreement.
1) No Third Party Beneficiary. For purposes of this Agreement, including its intended
operation and effect, the parties specifically agree that the Agreement only
affects matters between the parties to this Agreement, and is in no way
intended by the parties to benefit or otherwise affect any third person or entity.
m) Notice. Any notice required to be sent under this Agreement must be in writing and
may be served by depositing same in the United States Mail, addressed to the
party to be notified, postage pre-paid and registered or certified with return
receipt requested, or by delivering the same in person to such party via a hand-
delivery service, Federal Express or any courier service that provides a return
receipt showing the date of actual delivery of same to the addressee thereof.
Notice given in accordance herewith shall be effective upon receipt at the
address of the addressee. For purposes of notice, the addresses of the parties
shall be as follows:
To the CITY: DEVON ENERGY CORPORATION:
City of Fort Worth Corporate Procurement
Jesus J. Chapa 333 West Sheridan Avenue
Assistant City Manager Oklahoma City Oklahoma 73102
200 Texas Street
Fort Worth Texas 76102
Facsimile: (817) 392-8654
With a copy to City Attorney:
Same Address
n)Authorized Representatives. The parties agree that the following persons on
behalf of each such party are entitled to act on its behalf in dealing with the
other party and such other party is entitled to rely thereon:
On behalf of the City of Fort Worth: Jesus J. Chapa, or any successor Assistant City
Manager
On behalf of Devon Energy: Kenneth Clouse
The parties may designate additional or substitute persons as their authorized representatives
by notifying the other party.
DEVON ENERGY RADIO TOWER AGREEMENT WITH THE CITY OF FORT WORTH Page 4
Exhibit A
Devon Enerev Tower-City of Fort Worth AMI Equipment to be Installed on Devon Energv Tower
Structure Height: 150ft Structure Type: GUYED
Proposed Antenna 140ft Available Antenna 140ft
Center Line: Center Line:
Antenna Type: Omni Antenna Model: BCD87010NE25%
Antenna Mounting Side Mount Antenna Orientation: SOUTH
Location:
Proposed Antenna 140ft Available Antenna 140ft
Mount Mount
Center Line: Center Line:
Antenna Stand-off 4ft Ref.CD's N/A
Len h:
M400 to Main Coax %i" TGB to Main Coax 12ft
Jumper Type: Jumper Length:
Main Coax to Antenna %z" Main Coax to 6ft
Jumper Type: Antenna Jumper
Length:
Main Coax Type: 7/8" Main Coax Length: 180ft
Main Coax to Tower SNAP-STACK Number of Main 3
Fastener Type: STACKABLE Coax Ground Kits
Recommended:
SNAP-INS
RF Polyphaser: 68433 GPS Polyphaser: 424791
DEVON ENERGY RADIO TOWER AGREEMENT WITH THE CITY OF FORT WORTH Page 7
o) Right to Audit. DEVON agrees that the City shall, until the expiration of three (3)
years after final payment under this Agreement, have access to and the right
to examine any directly pertinent books, documents, papers and records of
DEVON involving transactions relating to this Agreement. DEVON agrees that
City shall have access during normal working hours to all necessary DEVON
facilities and shall be provided adequate and appropriate workspace in order
to conduct audits in compliance with the provisions of this section. The City
shall give DEVON reasonable advance notice of intended audits. Devon
further agrees to include in all its subcontracts related to this Agreement, if any,
a provision to the effect that the subcontractor agrees to the same right of
access in favor of City.
DEVON further agrees to accept the authority of the State of Texas Auditor's
office authority to conduct audits and investigations under the State Water
Infrastructure Reserve Fund Texas(°SWIRFT")in connection with state funds
received pursuant to this Agreement. DEVON shall comply with the directives
from the City, its subcontractors, and the Texas State Auditor and shall
cooperate in any such audit or investigation. DEVON agrees to provide the
Texas State Auditor with access to any information the City, its subcontractors,
or the Texas State Auditor considers relevant to the audit or investigation.
DEVON agrees to include the same provision in any contract or subcontract
used in connection with this Agreement.
p) No Debt. in compliance with Article 11 §5 of the Texas Constitution, it is understood
and agreed that all obligations of the City hereunder are subject to the
availability of funds. If such funds are not appropriated or become unavailable,
the City or the Licensee shall have the right to terminate this Agreement
except for those portions of funds which have been appropriated prior to
termination.
All other provisions of the Agreement which are not expressly amended herein shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Agreement and caused this
Agreement to be effective on the latest date as reflected by the signatures below.
ACCEPTED AND AGREED:
CITY OF FORT WORTH: DEVON ENERGY CORPORATION:
{
By: By: �= t
Jesus J.Chapa (Vqp—
Assistant City Manager
� Date:
Date:
DEVON ENERGY RADIO TOWER AGREEMENT WITH THE CITY OF FORT WORTH Page 5
CiTy SECRETARY
FT.ViORTHO TX
APPROVAL RECOMMENDED:
By:
S Jr
teri ector
Date: LL tq
CONTRACT COMPLIANCE MANAGER:
By signing,I acknowledge that I am the person responsible
for the monitoring and administration of this contract for the City, including
ensuring all performance and reporting requirements.
MadelenRafalko, P.E.
Program anager
APPROVED AS TO FORM AND
LEGALITY:
By:
Jessica 8angsvang
Asgistant City Attomey R
Form 1295: N/A
ATTEST: j-
Ma ays C:
Cit
ary '. '
Date: 1
M&C: Not Applicable
DEVON ENERGY RADIO TOWER AGREEMENT WITH THE CITY OF FORT WO age 6
-4'Y SECRETARY