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HomeMy WebLinkAboutContract 50303 V CITY SECRETARY 2 CONTRACT NO. � 3 TEMPORARY LICENSE AGREEMENT F V�: This Temporary License Agreement("Agreement") is entered into by and between the City of Fort Worth, Texas, a home-rule municipal corporation of the State of Texas ("City"), and TEP Barnett USA,LLC,acting by and through its duly authorized representative("Company"). WHEREAS, Company has a Multiple Gas Well Site Permit on property located at 1291 Foch Street,Fort Worth, Texas, 76107, said property being known as Aussie Pad Site(the"Aussie Pad Site"); WHEREAS, the City owns a certain piece of property known as Trinity Park, located at, 2401 University Drive,Fort Worth,Texas("Park"); WHEREAS, the City has previously approved a vehicular route through the Park for Company's vehicles to use in accessing and serving the well site; WHEREAS,the City has a construction project for the extension of Trail Drive near the well site which will prohibit Company from using the previously approved vehicular route; WHEREAS,the City and Company agree that an alternative vehicular route through the Park is necessary for Company to access and service the well site until the construction project is completed and a new vehicular route can be established. NOW, THEREFORE, in consideration of the covenants and agreement contained herein, City and Company agree as follows: 1. License Granted. City hereby grants to the Company a non-exclusive license to use a portion of the Park as set forth in more detail in Exhibit A,which is attached hereto and incorporated herein for reference("Licensed Premises"),and as agreed to by the parties in Section 4. 2. No License Fee. No license fee shall be payable by Company to City for the use of the Licensed Premises. 3. Term. The term of this Agreement shall be from February 20, 2018 until February 20, 2019 ("Term"). This Agreement may be extended for up to an additional twelve month period upon written agreement of the parties if the City's construction project has not been completed. Upon Company's previously approved vehicular route being available for Company's use or the establishment by the City of a new vehicular route for Company's use, this Agreement shall terminate. 4. Use of the Licensed Premises. a. Company may use the Licensed Premises as a vehicular route to access and service the Aussie Pad Site, and for no other purposes. b. Prior to the commencement of the Term, Company shall post signage along the Licensed Premises to notify vehicular drivers of the temporary vehicular route to the satisfaction of OFFICIAL Temporary Temporary License Agreement CITY SECRETARY 1 of 9 TEP Barnett USA LLC—Aussie Pad Site FT. WORTH,TX the Director of the Park and Recreation Department, or his designee ("Director"). Company shall ensure that the signage remains posted throughout the Term of this Agreement. c. Company may authorize agents and subcontractors of Company to use the Licensed Premises as a vehicular route to access and service the Aussie Pad Site and for no other purposes, provided that said agents and subcontractors comply with the terms and provisions of this Agreement. 5. Breach; Remedies. In the event of a breach of this Agreement by the Company, the City shall provide written notice of the breach to Company. Company shall have ten (10) business days following receipt of notice from the City to cure the breach, or if the breach is not reasonably capable of curing within ten (10) business days, within a reasonable period of time. If Company fails to cure the breach, the City may seek actual damages available at law or injunctive relief as its sole and exclusive remedies for breach of the Agreement. 6. Use not Exclusive. This Agreement and all rights granted to Company herein are strictly non- exclusive. The City reserves the right to enter into and grant other and future licenses, leases, and other authorizations for use of the Park to other persons and entities as the City deems appropriate in accordance with applicable law; provided, however, that in granting subsequent authorization for use, the City will not allow a use that will unreasonably interfere with the Company's use of the Park as provided herein. In the event of conflict between users of the Licensed Premises, Company's access to the Aussie pad site shall receive preference over access being exercised by any present or future licensees or other permit holders of the Licensed Premises. 7. Liability. Company covenants and agrees to release City, its officers, agents, representatives, servants, and employees, from and against any and all claims or suits for property damage, personal injury, or any other type of loss or adverse consequence related in any way to the use and occupancy of the Licensed Premises and the Park by Company and its agents and subcontractors. Furthermore, City shall not be liable to Company and its agents and subcontractors for any damage or theft of Company's and its agent's and subcontractor's equipment,facilities,or other contents. 8. Condition of the Licensed Premises. Company understands that a portion of the Licensed Premises is not a public roadway. Company agrees that the City makes no representations to Company regarding the suitability of the Licensed Premises for Company's intended use. Company shall have no obligation to repair and/or restore the Licensed Premises to its original pre-use condition. Should the Licensed Premises become impassible for Company's intended use,City shall make the necessary repairs at City's cost to make the Licensed Premises passible. Temporary License Agreement 2 of 9 TEP Barnett USA,LLC—Aussie Pad Site 9. Intentionally deleted. 10. INDEMNIFICATION. COMPANY AGREES TO AND DOES HEREBY DEFEND, INDEMNIFY AND HOLD HARMLESS THE CITY, AND ITS OFFICERS, AGENTS, REPRESENTATIVES, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS AND EXPENSES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS, AND PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, THAT MAY RELATE TO, ARISE OUT OF OR BE OCCASIONED BY (i) COMPANY'S USE OF THE LICENSED PREMISES AND THE PARK, (ii) COMPANY'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT, OR (iii) ANY NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF COMPANY OR ITS OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, CONTRACTORS, AND SUBCONTRACTORS, RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT ; PROVIDED, HOWEVER, COMPANY'S INDEMNIFICATION OBLIGATIONS HEREUNDER SHALL NOT EXTEND TO THE PROPORTIONATE AMOUNT OF ANY SUCH CLAIMS CAUSED BY THE NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF THE OFFICERS, AGENTS, REPRESENTATIVES, OR EMPLOYEES OF THE CITY. 11. Limitation on Use. Company's use of the Licensed Premises are subject to the following conditions: a. Company shall ensure all vehicles using the route are free of debris. b. Company shall take all reasonable steps to adjust its vehicular access schedule to avoid unreasonable interference with scheduled City events, including but not limited to the Cowtown Marathon (February 20-26, 2018) and Mayfest (April 24- May 7, 2018), during the term of this Agreement. c. Company shall require all of Company's vehicles to drive no more than fifteen miles per hour in the Licensed Premises. d. Company shall ensure that the trees in the Licensed Premises are not damaged by Company's use of the Licensed Premises during term of this Agreement. Company shall pay to the City all costs incurred by the City to repair or replace trees that are damaged by Company during the term of this Agreement. Temporary License Agreement 3 of 9 TEP Barnett USA,LLC—Aussie Pad Site e. During active drilling operations, Company shall apply water to the access route as necessary to reduce dust impacting the Van Zandt Property at the intersection of Crestline Road and the current entrance to Farrington Field. f. Rig move in may not impede traffic. Notification of such shall be submitted to the Director 30 days prior to rig move in. Coordination will be done to ensure traffic flow for Company and City is achieved. 12. Compliance with Laws. Company shall, at its own cost and expense, comply with all applicable laws, including, but not limited to, existing zoning ordinances, governmental rules and regulations enacted or promulgated by any governmental authority and shall promptly execute and fulfill all orders and requirements imposed by such governmental entities for the correction, prevention and abatement of nuisances in or upon or connected with the Licensed Premises because of Company's use thereof 13. Insurance. Company shall maintain its current insurance coverage with the City during the term of this Agreement as evidenced by the certificate of insurance attached hereto as Exhibit B. 14. Notice. All notices required or permitted under this Agreement shall be conclusively determined to have been delivered when(i)hand-delivered to the other party, its agent, employee, servant, or representative, or (ii) received by the other party by reliable overnight courier or United States Mail, postage prepaid, return receipt requested, at the address stated below or to such other address as one party may from time to time notify the other in writing. To THE CITY: To COMPANY: Director TEP Barnett USA,LLC Park and Recreation Department Attn: Julie Jones City of Fort Worth 777 Main St., Suite 3700 4200 South Freeway, Suite 2200 Fort Worth,Texas 76102 Fort Worth,Texas 76115 With copies to: With copies to: Department of Law TEP Barnett USA,LLC City of Fort Worth Attn: Legal Department Attn: City Attorney 1201 Louisiana St., Suite 1800 200 Texas Street Houston,Texas 77002 Fort Worth,Texas 76102 City Manager's Office City of Fort Worth 200 Texas Street Fort Worth,Texas 76102 Temporary License Agreement 4 of 9 TEP Barnett USA,LLC—Aussie Pad Site 15. Public Safety. Company shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Company's use of the Park. 16. Hazardous Materials. Under no circumstances will the Company use or cause to be used on the Park any hazardous or toxic substances or materials, or intentionally or knowingly store or dispose of any such substances or materials on the Park. 17. Force Majeure. If either party is unable, either in whole or part,to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of an Imminent Threat Alert or Elevated Threat Alert by the United States Department of Homeland Security or any equivalent alert system that may be instituted by any agency of the United States; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event. If a Force Majeure Event occurs, the City may, in its sole discretion, close or postpone the opening of its community centers, parks, or other City-owned and operated properties and facilities in the interest of public safety and operate them as the City sees fit, while allowing access to Company to its Aussie Pad Site via the Licensed Premises. 18. Choice of Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas—Fort Worth Division. 19. Binding Effect. The terms and provisions of this Agreement shall inure to the benefit of and be binding upon City and Company and their respective successors and assigns and shall be covenants running with the land. 20. Entire Agreement. This Agreement contains all of the agreements between the parties respecting the subject matter hereof, and no prior representations or statements, verbal or written, have been made modifying, adding to,or changing the terms of this instrument. 21. No Waiver of Immunity. Nothing herein shall be deemed to limit or waive the sovereign or governmental immunity of City or Company. Temporary License Agreement 5 of 9 TEP Barnett USA,LLC—Aussie Pad Site 22. Assignment. This Agreement, in whole or in part, is not assignable by either party, without the express written consent of the other party. Any attempt to assign this Agreement without the required consent is void and without force and effect. 23. No Waiver of Use of Previously pproved Vehicular Route. Company and City agree that this Agreement shall not terminate or void Company's right to use the previously approved vehicular route once said route becomes available for Company's use, except as replaced by a new vehicular route to be established by the City. By executing this Agreement, Company agrees to and accepts the terms, conditions and provision contained herein. CITY OF FORT WORTH: TEP BARNETT USA,LLC By: By: Susan Alanis Name: D e Leopol Assistant City Manager Title: President&CEO Date: oq I a-1 61T Date: is Recommended: z Ji - 1 7avala irector of Park and Recreation APPROVED AS TO FORM AND LEGALITY By: Richard A. McCracken Assistant City Attorney ATTESTED BY: ? � City Secret ` OFFICIAL RECORD CITY SECRETARY Temporary License Agreement FT.WORTH,TX 6 of 9 TEP Barnett USA,LLC—Aussie Pad Site Contract Authorization: M&C: L — 1(a 10(1rr� Form 1295: 2ai8 ` 3�ztq-Z- CC�'��T� �°4'�� 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. " Cj,� Namemploye Q.. r-- Title Temporary License Agreement 7 of 9 TEP Barnett USA,LLC—Aussie Pad Site Exhibit A Park a I r , ' fWXFM AFT= CO PLE7 *� 16 IT wa i xmiu ( T CLRRENT RL71 T'-73 N EE c:LCGEO Y■y■ .�', T 7Lee c. �� .. 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Y.CURLS#CYCE aR11i 11AE AUEIC'7 "Ota KA c 3-•- - -..:c•-. - Depomffwd - rRaswrNtu e aae TX-,* _. {: 0 fM-281!ACORO CORPORATM.A*rWil Wery*a 12,%1L'C I' TING ACORO owes=0 IW are regi atered Marko OfACORD Temporary License Agreement 9 ill-9 TEP Barnett USA,LLC–Aussie Pad Site City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 2/20/2018 DATE: Tuesday, February 20, 2018 REFERENCE NO.: **L-16106 LOG NAME: 80TRINITY PARK AUSSIE PAD SITE TEMP ACCESS AGREEMENT SUBJECT: Authorize Execution of a Temporary License Agreement with TEP Barnett USA, LLC, to Permit the Use of an Alternative Access Route in Trinity Park for Access to the Aussie Gas Well Pad Site During Construction of the Trail Drive and Van Zandt Lane Road Improvement Project, for a Term of One Year, and Authorize Permanent Access Route for the Aussie Gas Well Pad Site (COUNCIL DISTRICT 9) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Temporary License Agreement with TEP Barnett USA, LLC, to permit the use of an alternate access route in Trinity Park for access to the Aussie Gas Well Pad Site during construction of the Trail Drive and Van Zandt Lane road improvement project, for a term of one year, and authorize a permanent access route to the Aussie Gas Well Pad Site. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to authorize the execution of a Temporary License Agreement with TEP Barnett USA, LLC (TEP) permitting the use of a portion of Trinity Park (Park) as a temporary access route to the Aussie Gas Well Pad Site for a period of one year and to establish a permanent access route upon completion of the Trail Drive Road improvement project. The Transportation and Public Works Department (TPW) requested the use of approximately 0.8562 acres of parkland for a period not to exceed one year to serve as a temporary access route for TEP during the construction of Trail Drive and Van Zandt Lane. The temporary access route is necessary as the construction of Trail Drive and Van Zandt Lane will remove the current route being used by TEP to access their gas well pad site (see attached exhibit). TEP's Gas Well Pad Site Permit was approved by Council on September 1, 2009 (M&C G-16644). Construction is scheduled to begin on February 26, 2018 for the Trail Drive road improvements project. TPW will be responsible for making any repairs to Trinity Park roads as needed to maintain functionality for park users during the term of the license agreement. The temporary access will terminate upon completion of construction. The previously approved access by (M&C G-16644) will no longer be accessible and a new permanent pad site access route will be necessary. The permanent access for TEP will be established from Lancaster Avenue, via Trail Drive, Van Zandt Lane and Foch Street (see attached exhibit). The Gas Development Review Committee (GDRC) reviewed and approved the proposed temporary and permanent access routes on January 25, 2018. Terms of original Agreement shall apply to the permanent access. Trinity Park is located in COUNCIL DISTRICT 9. FISCAL INFORMATION / CERTIFICATION: The Director of Finance certifies that this action will have no material effect on City funds. Logname: 80TRINITY PARK AUSSIE PAD SITE TEMP ACCESS AGREEMENT Page 1 of 2 FUND IDENTIFIERS (FIDS): TO Fund Department Account Project ProgramActivity Budget Reference # moun ID I I ID Year (Chartfield 2) FROM Fund Departmentccoun Project Program ctivity Budget Reference # Amount ID 1A ID Year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Richard Zavala (5704) Additional Information Contact: David Creek (5744) Logname: 80TRINITY PARK AUSSIE PAD SITE TEMP ACCESS AGREEMENT Page 2 of 2 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll Complete Nos,1-4 and 6 it there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number. of business. 2018-312842 TEP Barnett USA,LLC Fort Worth,TX United States I Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/12/2018 being filed. City of Fort Worth Date Ackno ledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. GW10-00175 Temporary License Agreement Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check appilcable) Controlling Intermediary City of Fort Worth Fort Worth,TX United States X TEP Barnett USA,LLC Fort Worth,TX United Slates X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is �I t�rlokl 13u V IC. and my date of birth is_0 9 IbG ( f? My address is I'll W06VI St. sft 3100 eat W--Q _T,)( VSA (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in �DL Ir VoLt�lk County, State of 90 on the day of NIOVat,120 (month) (year) Signature of authorir d agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.5523