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HomeMy WebLinkAboutContract 43535 (2)ENGINE ERING AND CONS T RUCTUOi\9 6(1U;vil' , iiNit ``lie v-_IMBURSEMENT AGREEMENT MY OF F•R T WORTH, TEXAS BNSF RAILWA t' TRACK INSTALLATION ALLIANCE AIRS' OFt T RUNWAY L XTLNSION P R ACT This Engineering and Construction Reimbursement Agreement ("Agreement") is made and entered into this pi day of A ���� = , 2012 (the "Effective Date"), by and between the City of Fort Worth, Texas, a Texas h me -rule municipal corporation acting by and through its Assistant City Manager, as authorized by the Fort Worth City Council (the "City"), and Devon Energy Pry ductaon Company, L.P., an Oklahoma limited partnership ("DEPCO") and Southwestern Gas Pipeline, inc., a Delaware corporation ("SWGP"). The City, DEPCO, and SWGP may be individually referred to as a "Party" and collectively as the "Parties". Recitals A. DEPCO owns and operates certain oil and natural gas production facilities, including but not limited to oil and/or natural gas wells, lease roads, access points, ponds, pits, tanks, equipment, pipelines, and related appurtenances in Denton and Tarrant Counties, Texas (the "DEPCO Facilities") that are situated adjacent to or within certain rights -of -way and similar access points currently owned or controlled by Burlington Northern Santa Fe Railroad ("BNSF") for the purpose of maintaining and operating a railway. B. SWGP owns and operates certain oil and natural gas midstream facilities, including but not limited to pipelines, meters, valves, and other related appurtenances in Denton and Tarrant Counties, Texas (the "SWGP Facilities") that are also situated adjacent to or within certain rights -of -way and similar access points currently owned or controlled by BNSF for the purpose of maintaining and operating a railway. The DEPCO Facilities and the SWGP Facilities are sometimes referred to collectively as the "Facilities". C. The City owns and controls the Alliance Airport located in Denton and Tarrant Counties, Texas, and the City desires to extend the runway at the Alliance Airport (the "Expansion Proiect") in such a way that will significantly impact, impair, and/or prevent DEPCO and SWGP from maintaining and operating their Facilities. In order to accommodate the Expansion Project, the City is requesting that DEPCO and SWGP relocate, reroute, and/or adjust those portions of their respective Facilities that are currently located within the area where the Expansion Project will take place (the "Expansion Proiect Area"), including the existing DEPCO Facilities located in the six (6) areas depicted on Exhibit "A" (the "DEPCO Proiect Areas") and the existing SWGP Facilities located in the five (5) areas depicted on Exhibit "B" (the "SWGP Proiect Areas"). D. DEPCO and SWGP will agree to relocate their respective Facilities from the aforementioned Project Areas (collectively, the "Proiect Areas") to allow for the Expansion Project, but only if the City agrees to pay and/or reimburse DEPCO and SWGP for all of the costs and expenses associated with the relocation of the Facilities (collectively, the "Relocation Costs"). E. The City will agree to pay and/or reimburse DEPCO and SWGP for all of the Relocation Costs pursuant to the terms and conditions of this Agreement. Reimbursement Agreement BNSF Railway Track Installation Page 1 of 12 oo ciAL lECO kin) ©Mr SECRETARY Agreement For and in consideration of the mutual covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Estimated Relocation Costs. DEPCO and SWGP have each prepared an estimate of the Relocation Costs associated with the relocation of their Facilities, copies of which are attached hereto as Exhibit "C". As noted in Exhibit "C", DEPCO's estimated Relocation Costs total One Million, Nine Hundred Thirty -Two Thousand, Five Hundred Fifty - Nine Dollars and no cents ($1,932,559.00) and SWGP's estimated Relocation Costs total One Million, Seven Hundred Twenty -Nine Thousand, Three Hundred Fifteen Dollars and no cents ($1,729,315 00). Notwithstanding anything to the contrary in this Agreement, the City will be responsible for and will pay all the Relocation Costs incurred by DEPCO or SWGP as part of the Expansion Project — regardless of whether or not such costs are included in the estimated Relocation Costs identified in Exhibit "C". 2. City's Initial Payment of Relocation Costs. Within fifteen (15) days of the Effective Date of this Agreement, the City will tender a payment to SWGP in the amount of One Million, Seven Hundred Twenty -Nine Thousand, Three Hundred Fifteen Dollars and no cents ($1,729,315.00), which payment is equal to SWGP s estimated Relocation Costs. Although the City is not required to make a similar initial payment to DEPCO for DEPCO's estimated Relocation Costs, the City acknowledges and agrees that DEPCO s estimated Relocation Costs, which total One Million, Nine Hundred Thirty -Two Thousand, Five Hundred Fifty -Nine Dollars and no cents ($1 932,559.00), will be paid by the City to DEPCO in accordance with the invoicing and payment requirements set forth in this Agreement, including specifically the timeframe for such payments. Although all or a portion of DEPCO s Relocation Costs will not actually be incurred until after SWGP's relocation work is completed or in progress the completion or progress of SWGP's relocation work will not impact or otherwise interfere with the City's obligation to repay DEPCO's actual costs incurred. The City further acknowledges and agrees that the majority of DEPCO's Relocation Costs will be attributable to lost production from DEPCO owned and/or operated oil and/or natural gas wells located within or around the Project Areas, as noted in subsections (k) and (I) of Paragraph 3 below. The City will pay DEPCO for lost production based on the strip price of natural gas (per Mcf) at the time that each specific well is interrupted for purposes of any relocation work. The City acknowledges that DEPCO's estimated Relocation Costs attributable to lost production in Exhibit "C" were based on natural gas pricing at the time of the estimate and are subject to increase or decrease as a result of the fluid nature of such pricing. 3. Relocation of the Facilities. The City will provide DEPCO and SWGP a detailed timeline of construction operations and/or a construction schedule for the Expansion Project as soon as possible after receipt of same by the City or its representatives. Within a reasonable time after receiving the timeline or construction schedule SWGP will begin work to relocate the SWGP Facilities. As noted above, DEPCO may need to commence work to relocate the DEPCO Facilities after SWGP achieves certain progress or actually completes its relocation of the SWGP Facilities. The City will not have any input on the nature of the relocation work, including the selection of the company or companies to perform the work and the placement of the relocated Facilities, so long as DEPCO and SWGP move their respective Facilities outside of the Expansion Project Area. Moreover, the City will not dictate the location and/or specifications of any Facilities relocated by DEPCO or SWGP pursuant to this Agreement, including through any permits or authorizations that DEPCO or SWGP must obtain in order to relocate their respective Facilities. The work that DEPCO and/or SWGP will perform to relocate Re'mbursement Agreement BNSF Railway Track Installation Page 2 of 12 their respective Facilities, includes, but is in no way limited to, the following: (a) rebuilding 18' lease roads, all-weather base road material, 8" thick blade, water, pack, and roll; (b) cleaning -up and removing large rocks and debris; (c) cutting and hauling off trees and brush, where applicable; (d) reinstalling galvanized culverts and concrete ends; (e) installing concrete entrance aprons; (f) reinstalling H-braces, wires, entrance gates, cattle guards, and side gates; (g) relocating buried electrical lines and power pedestals; (h) removing water, reducing ponds, and removing and rebuilding pond berm containments; (I) conducting environmental assessments, if necessary; (j) reseeding all disturbed areas associated with the relocation work; (k) shutting -in approximately one hundred sixty-eight (168) wells for approximately four (4) days (this is an estimate only — the actual amount of time that any well is shut-in will vary depending on a number of factors, including weather); (I) swabbing shut-in wells in order to return them to production; and (m) abandoning in place certain existing pipelines and related appurtenances. The City agrees to pay DEPCO and SWGP for all of the relocation work necessary to relocate the Facilities — regardless of whether or not such specific work item is noted above. DEPCO and SWGP will either perform the relocation work themselves or will request that various agents contractors, subcontractors, and other necessary parties perform the relocation work on their behalf. Regardless of the agent contractor or subcontractor that actually performs the relocation work the invoices submitted by DEPCO and SWGP will only reflect the amount of the Relocation Costs and that the relocation work was performed by or on behalf of the respective Party. 4. City's Final Payment of Relocation Costs. Within thirty (30) days after relocating its respective Facilities, DEPCO and SWGP will each provide the City a statement and any necessary supporting documentation outlining their respective actual Relocation Costs. The City will have the right to review and verify the statements and supporting documentation for accuracy and final accounting purposes. The City will remit payment in full of DEPCO's Relocation Costs within thirty (30) days of the City's receipt of DEPCO's statement of actual Relocation Costs and supporting documentation Additionally in the event SWGP's actual Relocation Costs exceed the amount of the initial payment made by the City pursuant to Paragraph 2, then the City will remit the difference to SWGP within thirty (30) days of the City's receipt of SWGP's statement of actual Relocation Costs and supporting documentation. Notwithstanding the foregoing if either (i) the actual Relocation Costs for DEPCO exceeds Reimbu sement Agreement BNSF Railway Track Installation Page 3 of 12 DEPCO's estimated Relocation Costs, or (ii) the actual Relocation Costs for SWGP exceed the City's initial payment, by more than Fifty Thousand Dollars ($50,000), then the City must obtain prior authorization for such payment(s) from the Fort Worth City Council, which authorization will not be unreasonably delayed or denied and the City will seek such approval within sixty (60) days of receipt of the statement of actual Relocation Costs and supporting documentation Once the authorization for payment is received from the Fort Worth City Council, the City will have twenty (20) days to remit the additional payment to the appropriate Party. The City acknowledges and agrees that the requirement of seeking authorization from the Fort Worth City Council will only delay payment to the affected Party (DEPCO or SWGP) and will only delay such payment to the extent that it exceeds the $50,000 threshold — this requirement will not delay any other portion of any other payments owed to any other Party under this Agreement With respect to the City's initial payment to SWGP under Paragraph 2, in the event SWGP's actual Relocation Costs are less than the City's initial payment, then SWGP will remit the difference to the City within thirty (30) days of the City's receipt of SWGP's statement of actual Relocation Costs and supporting documentation If all or any portion of a payment made by the City pursuant to this Paragraph 4 is to be made by ACH/electronic deposit or wire transfer, then DEPCO and/or SWGP, as applicable, will supply the City with the financial or bank account information and any wiring instructions that are necessary to effectuate the payment. 5. Abandonment of the Facilities and Release or Retention of Liabilities. In the event DEPCO or SWGP elects to abandon any Facilities in conjunction with the Expansion Project, then DEPCO or SWGP, as applicable, must abandon the Facilities in accordance with standard oilfield practices and restore the Project Areas to as near their original condition as is reasonably practicable and provide notice to the City that the abandonment and restoration efforts have been completed. The City shall have the right to inspect said abandonment and restoration work and provide a written objection to same in writing within 30 days of the City's receipt of said notice of completion. Failure of the City to so object, shall release DEPCO or SWGP (as appropriate) from further liability for the existence, use maintenance, or operation of such abandoned Facilities by the City, BNSF or any third party. Except for any duties or obligations that DEPCO and/or SWGP may have to remediate or restore any portion of any properties within the Project Areas from which the Facilities were relocated, including any environmental contamination for which DEPCO or SWGP is found to be responsible, the City hereby releases and holds DEPCO and/or SWGP, as applicable, harmless from any and all further duties or obligations with respect to such areas. 6. Environmental Reviews and Surveys. DEPCO, SWGP, and the City will have the right to conduct an environmental review of the properties comprising each of the Project Areas. Such inspection may cover the physical and environmental condition of the surface and subsurface of any of the Project Areas. The Parties shall also have the right to obtain a metes and bounds survey of the Project Areas. The Party conducting the environmental review and/or obtaining the survey pursuant to this Paragraph 6 will be solely liable for the costs and expenses associated therewith. For purposes of this Expansion Project, the surveys and legal descriptions that are or have been provided to the City by DEPCO or SWGP, or to DEPCO or SWGP by the City or its representatives, in association with the right-of-way agreements, easements, or other underlying agreements used to transfer convey, or assign the various properties covered by the Expansion Project shall serve as the final surveys for such properties, including the Project Areas. In the event of any conflict between these final surveys and any subsequently obtained surveys the Parties will work in good faith to resolve any such discrepancy in order to defend against any suit related to the boundaries or description of the properties that are included in the Project Areas. Reimbursement Agreement BNSF Railway Track Installation Page 4 of 12 7. Taxes. The Parties agree that any taxes that are owed or that accrue during the course of this Expansion Project shall remain the liability of the Party who is the record title owner of the property. Any change in ownership as a result of the Expansion Project that changes or that occurs during any tax year, and due to such change in ownership would require an apportionment, pro rata division, or possibly an abatement of any such taxes due to any improvements, shall be paid in regards to that proportion of ownership by the respective Party based on the time period of ownership. 8. Ingress and Egress The City hereby grants to DEPCO and SWGP the right of ingress and egress across all lands owned, leased, or controlled by the City as may be reasonable and/or necessary for DEPCO and/or SWGP to relocate their Facilities 9. Audit. The City shall have the right, at its sole cost and expense and upon reasonable notice and during normal business hours, to audit and obtain copies of the books, records, and accounts of DEPCO and SWGP that specifically relate to the particular Party's Relocation Costs for up to two (2) years after the date DEPCO and SWGP complete the relocation of their Facilities. Any such audit shall be conducted in the presence and at the direction of a DEPCO or SWGP employee or representative and shall be limited to such records as are necessary to verify the work performed and billed for in connection with this Expansion Project. The audit and Inspection rights provided for in this Paragraph 9 shall not alter the obligations and timing requirement of the City to provide requisite payments to DEPCO and SWGP. In the event that any such audit or inspection reveals any discrepancy, then the Parties shall work in good faith towards a resolution of any such amounts and a refund credit or payment of any deficiency or underpayment. 10 Indemnification / Hold Harmless. The City, its successors and assigns, shall hold DEPCO and SWGP harmless and free from any and all claims or damages that may occur, but only to the extent that such claims or damages arise out of the City's, or its successors' or assigns' negligence in connection with the Expansion Project. Moreover, the City agrees to be responsible for, pay, and, to the extent permitted by law, indemnify and hold DEPCO and SWGP, its successors and assigns, harmless from and against all actual Relocation Costs, of every kind and character whatsoever, incurred by DEPCO or SWGP, to relocate their respective Facilities, whether or not such costs were included as part of the estimated Relocation Costs. DEPCO and SWGP will be liable for and will fully compensate the City for any liabilities, claims, and costs that directly result (a) from the negligent activities of its respective employees, agents, and/or contractors, or (b) from spillage or discharge of petroleum products or other hazardous substances from its respective Facilities. 11. No Third-Partv Beneficiaries. This Agreement is solely for the benefit of the Parties, and neither the City DEPCO, nor SWGP intends by any provision of this Agreement to create any rights in any third -party beneficiaries or to confer any benefit or enforceable rights, under this Agreement or otherwise, upon anyone other than the City, DEPCO, and SWGP. 12. Further Assurances. The Parties agree to provide such information, execute and deliver any instruments and documents, and take such other actions as may be necessary or reasonably requested by any Party that are consistent with the provisions of this Agreement and that do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement. 13. Expenses. The Parties will each pay their own expenses incurred in connection with the transactions contemplated by this Agreement, including but not limited to the costs and Reimbursement Agreement BNSF Railway Track Installation Page 5 of 12 fees of any consultants, attorneys, insurers, or title examiners or policy makers. 14. Exclusive Jurisdiction / Venue. This Agreement shall be governed by the laws of the State of Texas, without regard to any conflict of laws provisions. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 15. Amendment. No change, amendment, or modification of this Agreement will be valid or binding on the Parties unless such change, amendment, or modification is in writing and duly executed by the Parties. 16 Severabilitv. The invalidity or unenforceability in whole or in part of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. Any such invalid or unenforceable provision will be severed from this Agreement and the balance of the Agreement will be construed and enforced as if the Agreement did not contain the particular provision found to be invalid or unenforceable. The Parties agree to reform this Agreement to replace any stricken provision with a valid and enforceable provision that comes as close as possible to the intent of the stricken provision. 17. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof, and no alterations of the terms and conditions of this Agreement shall be valid unless in writing and signed by the Parties. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and assigns. The remainder of this page is intentionally blank Signature page follows Reimbursement Agreement BNSF Railway Track Installation Page 6 of 12 IF\ WITNESS WHEREOF, the City of Fort worth, Devon Energy Production Company, L.P., and Southwestern Gas Pipeline, Inc. have executed this Agreement as of the respective dates set forth below, to be effective as of the Effective Date above, which Effective Date will be the same date as the date on which the City fully executes this Agreement. CITY F FORT WORTH, a Texas home -rule municipal corporation a4,14414$4a- Date: By: Name: Fernando Costa Title: Assistant City Manager Rye- mended by: Name- ouglas W. Wiersig Title: irector, I /I'W Depa Approve • as to Form and Legality: Name: Douglas W. Black Title: Assistant City Attorney Attest: C /int)4/ ( 77,41 Name: Mary J. Kayser Title: City Secretary DEVON EVER an Oklahoria ler. HV` By: Nam`. Bradle Title: S enio DU rtn 00 4zytt S TI O N COMPANNia hip A. Foster Vice President SO Q TH . ! ESTE N GAS PIPELINE, INC., a Delaware :corporation B . Name: Brian H. Oliver Title: Agent and Attorney -in -Fact Reimbursement Agreement BNSF Railway Track Installation Date: Date: Date: Date: Sala- . Page 7 of 12 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Pr K STA] E OF TEXAS )ss COUNTY OF T ARRANT ) N OO V L E G I V G E N LY S Before me, the undersigned authority, on this day personally appeared Fernando Costa, Assistant City Manager of the City of Fort Worth, a Texas home -rule municipal corporation, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that in his capacity as Assistant City Manager of the CITY OF FORT WORTH, he executed the same as the act of such corporation for the purposes and consideration therein expressed. Witness my hand and official seal this the 02/ day of . 2012 My Commission Expires: 7/043 STATE OF oKI aHoMA ) SS COUNTY OF OKLAHOMA ) otary Public 1 EVONIA DANIELS MY COMMISSION EXPIRES July 10, 2013 Before me, a Notary Public in and for said county and state, oon this day of 2012, personally appeared Bradley A A to s me known to be the identical nnrsnn whn ci 'hscribed the name of the maker thereof to the foregoing instrument as Senior Vice President for and on behalf of Devon Energy Production Company, LP., an Oklahoma Iimitea partnership, and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such limited partnership for the purposes and consideration therein expressed. --- Witness try hand a-ndsofficial seal this the 2.11 day of 1 2012. R•' =; MARSHA BARTLETT i SEAL = Notary Public :�8�� : = State of Oklahoma i tic �.....�'1 Commission # 02012697 Expires 08/09/14 ; � l�ala • • Notary Public My Commission Expires: g "q Reimbursement Agreement BASF Railway Track Installation Page 8 of 2 STATE OF T FXAS ) ) ss COUNTY OF WISE Before me, a Notary Public in and for said county and state, on this a day of c ds , 2012, personally appeared Brian Oliver, to me known to be the identical person who subscribed the name of the maker thereof to the foregoing instrument as Agent and Attorney -in -Fact for and on behalf of Southwestern Gas Pipeline, hoc., a Delaware corporation, and acknowledged to me that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of such corporation for the purposes and consideration therein expressed. Witness my hand and official seal this the p), day of My Commission Expires: Ili 0/ ono tip.- k.��=•ai4.aiitr St 'l. ,`` ttillfff, S♦ ,.�ah�.Y"'; WILLIAM H. BRIMMER I- •n e Notary Public, State of Texas • ;�•.�� .•;�� My Commission Expires f �'r.4j...•E�',� Septembert �st�"' 10, 2012 Reimbursement Agreement BNSF Railway Track Installation Notary Public Page 9 of 12 1,2012 • 4 A F ✓ C H O Ire rr "A" OE CO Project Areas FM 401 W i%t St Alert ri BNSF RR Expansion r. a` a ,ntg Road 473d r.rsbe' Arab C tf (j Avorkdafe Haslet Rd f i i Mound Rd W rft,td DEPCO Access Easements Area 5 Rltte Muurtd Rd VI r Devon 4IS Mapping ilinill DIsclarnerThrs plat is for r:lustrattve purposes Jr only and is neither a legally recorded map nor a survey and is not intended to be used as one ;Scale I : l I :1-)ate Printed 11 IN. 201 1 ')_33* 1 1 .A1•f Reimbursement Agreement BNSF Railway Track Installation • Area 4 Wes;sportPkw r 156 t0 r Page 10 of 12 • 2 Fort Ydortf Affirm -co Aiwa( t • • 4 Arvin Sr epos Field Land Representative, Devon Energy Production Co. LP. Dean f-tlad (L940 i 38?-7035 L :Ma* to • PL 2607Q _?L rsoneThor 3 ...;• .Sg J 1 .t c S� l y . ::. 4"i :wjle "__ Project D, r .1-111C AB Th ff{ r tI�..: AV 4, • t . ,sing 1, , Haslet Reimbursement Agreement BNSF Railway Track Installation a• • i tort 1 : 1. a• a. .-t•• •t. EXHIBIT ".R', v o a SWGP Project Areas Project B t, • 1 • O cf 1 _&zPS Westport Mawr Page 11 of 12 • J 1 ow r. O• r rrrrnr., { •. area Cam' •-• Dar -.a 1-,,a trr Er s.rr rw+ 0 Ku,._,.yr. % falser* ::. L •fr Y re t.. L.+,re rJ •Ls•,.ij rrt s 7 A-r.rc'a.a R.+ -a • Q a Project A f. Gar* 1r • ••• It asa_• «4 s••Aa-.-_r ,1 sip ay r •��•_ r ear;, , r 1 t.tt At rrts i•.,t, err* Salt -,f 0.1 A.. •... 1 , r_.. s-•.. R.1 w �l C,el Qi a 1 a 1 Too. e 0....4 o.,•t.. 4 • rl ., ..r. g1•T - S. • 1 DEPCO INFORMATION X6=98 s9 "C" sti na ea9 Relocation Costs COST LEASE NAME DETAILS $ 33,979 James Wood / JO Payton extend road $ 17,829 JE Day Heirs road relocation $ 5,587 Garnett-Laprelle #3, #9, #14 (multi -well site) rewire and reset meter pole $ 25,000 James Payton Payton frac pond reduction loss $ 8,627 James Payton #1 / Garnett Laprelle #7 (samepad) rewire and reset meter pole $ 3,759 Laprelle #8, #17 (same pad) reconnect C.P. $ 99,873.63 Laprelle Lease road relocation (includes cement apron entrance, culverts) $ 4,500 Laprelle Lease environmental assessment for flowage easement $ 20,554.60 Vann Cattle "A' #1,2,3,4/ Vann Cattle -Day (SA) #1H rebuild road $ 17,850 Vann Cattle "A' #1,2,3,4/ Vann Cattle -Day (SA) #1H rebury line fom Lonesome Dove to VC "A" pad $ 932,000 4 days downtime on 120 producing wells (DGS construction) $ 163,000 4 days downtime on 48 producing wells (Crosstex construction) $ 450,000 swabbing costs to resume production $ 150,000 miscellaneous legal fees $ 1,932,559 TOTAL DEPCO COST i SWGP INFORMATION COST PROJECT NAME $ 228,037 A $ 214,748 B $ 252,681 C $ 224,035 D $ 94,132 E $ 127,858 PL 26626 Re-route Phase 1- JACOBS $ 185,018 PL 26626 Re-route Phase 2 - JACOBS $ 46,808 PL 26070 Re-route - JACOBS $ 150,000 $ 1,523,317 $ 205,998 $ 1,729,315 TOTAL SWGP COST Reimbursement Agreement BNSF Railway Track Installation DETAILS Reflects 6 month lead time on materials miscellaneous legal fees INCLUDING 6 month lead time Average increase without lead time on materials EXCLUDING 6 month lead time with 6 month lead time TOTAL DEPCO COST ESTIMATE $1,932,559 TOTAL SWGP COST ESTIMATE $1,523,317 TOTAL ESTIMATE $3,455,876 with no lead time TOTAL DEPCO COST ESTIMATE $1,932,559 TOTAL SWGP COST ESTIMATE $1,729,315 TOTAL ESTIMATE $3,661,874 Page 12 of 12 • City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 2/14/2012 DATE* Tuesday, February 14, 2012 REFERENCE NO.: C-25435 LOG NAME: 55AFW RWY EXT UTILITY RELOCATION_DEVON ENERGY SUBJECT: Authorize Execution of a Utility Adjustment Agreement with Devon Energy Production Company, L.P., in an Amount Not to Exceed $3,661,874.00 for Relocation of Its Gas Pipeline Distribution Facilities as Part of the Runway Extension Project at Fort Worth Alliance Airport (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize execution of a Utility Adjustment Agreement with Devon Energy Production Company, L P., in an amount not to Exceed $3,661,874 00 for relocation of its gas pipeline distribution facilities as part of the Runway Extension Project at Fort Worth Alliance Airport DISCUSSION: This Utility Relocation Reimbursement Agreement is required to pay for the relocation, adjustment and/or improvement of certain Devon Energy Production Company, L.P (Devon), gas pipeline distribution facilities to allow the realignment of the Burlington Northern Santa Fe Railroad (BNSF) Main Line as a part of the Runway Extension Project at Fort Worth Alliance Airport In order to construct the new runway extension, it is necessary to relocate all private utility service conflicts located on the proposed BNSF Main line. Devon has gas pipelines that will need to be relocated to allow BNSF to construct their new Main Line Track and Collector Track The utility facilities will be relocated by Devon and it will be reimbursed for the agreed upon amount. Federal Aviation Administration funds from Runway Extension Grant 3-48-0296-33-2007 will be used for this project. Existing land credits that remain from the original land donation for Alliance Airport will be used for the City s five percent in -kind match. This project is located in COUNCIL DISTRICT 2. FISCAL INFORMATION / CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the Airport Grants Fund FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers GR14 539120 055218187720 $3.661.874.00 CERTIFICATIONS: Logname: 55AFW RWY EXT UTILITY RELOCATION_DEVON ENERGY Page 1 of 2 M&C Review Page 1 of 2 c:rili /8\e v:\vr COUNCIL ACTION: Approved on 11/12/2012 DATE: 11/12/2012 RF.FERF.NCE **C-25969 NO.: CODE: C TYPE: Official site of the City of Fort Worth, Texas FORT Wowni 55AMEND - AFW RWY EXT LOG NAME: UTILITY RELOCATION DEVON ENERGY (960) CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Amendment of Mayor and Council Communication C-25435 to Add Southwestern Gas Pipeline, Inc., to the Utility Adjustment Agreement with Devon Energy P roduction Company, L P., with Revised Amounts of $1,729,315.00 to be Paid to Devon Energy Production Company, L P., and the Amount of $1,932,559 00 to Southwestern Gas P ipeline, Inc., for Alliance Airport Runway Extension Utility Relocations (COUNCIL DISTRICT 2) RECOMMENDATION: It is recommended that the City Council authorize the amendment of Mayor and Council Communication C-25435, which authorized a Utility Adjustment Agreement with Devon Energy P roduction Company, L P., in the amount not to exceed $3,661,874.00 to add Southwestern Gas P ipeline, Inc., to the Utility Adjustment Agreement and amend the amounts as follows: Devon Energy P roduction Company, L P., the amount of $1,932,559.00 and Southwestern Gas Pipeline, Inc., the amount of $1,729,315.00. DISCUSSION: On February 14, 2012, (M&C C-25435) the City Council approved a Utility Adjustment Agreement between the City of Fort Worth and Devon Energy Production Company, L P. (Devon Energy), as part of the Alliance Airport runway extension project. After approval of Mayor and Council Communication (M&C) C-25435, Staff was notified that Devon Energy and its contractor, Southwestern Gas Pipeline, Inc. (SWGP), would be signing the contract as separate entities resulting in the need to pay them separately. This M&C amends M&C C-25435 to add SWGP to the Agreement in the amount not to exceed $1,729,315.00 and to amend the amount for Devon Energy in the amount not to exceed $1,932,559.00. The total amount of the Agreement authorized by M&C C-25435 was in the amount of $3,661,874.00. This M&C will not increase the total amount to be paid under the Agreement. The Contract, including its change orders, is specifically exempted from competitive bidding requirements. M/WBE - A waiver for the goal for DBE/SBE subcontracting requirements was requested by the Aviation Department and approved by the M/VVBE Office because the purchase of goods and services is from sources where subcontracting or supplier opportunities are negligible. Fort Worth Alliance Airport is located in COUNCIL DISTRICT 2 FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. http ://apps. cfwnet. org/council packet/mc_review. asp?ID 17658&councildate=11 /12/2012 6/12/2014 M&C Review Page 2 of 2 TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manaaer's Office bv: Fernando Costa (6122) Oriainatina Department Head: Bill Welstead (5402) Additional Information Contact: Ruseena Johnson (5407) ATTACHMENTS http://apps.cfwnet org/council packet/mc review.asp7ID=17658&councildate-11/12/2012 6/12/2014