HomeMy WebLinkAboutContract 43415 (2)REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement") made this 16th_ day of May, 2012, by and
between Millennium Telcom, LLC dba OneSource Communications, a Texas Limited Liability Company,
having its principal place of business at 4800 Keller Hicks Rd, Keller, TX 76244 ("OneSource") and the
City of Fort Worth, TX ("Customer"), a Texas home -rule municipal corporation, having its principal place
of business at 1000 Throckmorton Street, Fort Worth, TX 76102.
WITNESSETH:
WHEREAS, the City of Fort Worth proposes a realignment of roads and rights of way for
portions of Keller Haslet and John Day Roads both temporary and permanent in nature(the "Project"); and
WHEREAS, OneSource has Communications lines that are in conflict with the Project; and
WHEREAS, Customer agrees to reimburse OneSource for the actual expenses incurred by
OneSource related to the Keller Haslet Road and John Day Road Realignment requested by the City of Fort
Worth.
NOW, THEREFORE, in consideration of mutual promises contained herein, the parties agree as
follows:
1. OneSource agrees to provide the realignment of existing fiber optic facilities ("Fiber Optic
Realignment") to Customer, as is more fully described in Exhibit A. The starting date will be fixed by
mutual agreement of the parties hereto and the work to be done shall be in accordance with Exhibit A.
2. Customer agrees to reimburse OneSource the actual costs of the Fiber Optic Realignment, which
is estimated to be $201,895.I (Two Hundred and One Thousand, Eight Hundred and Ninety -Five dollars
and Seventy cents), as are more fully set forth on Exhibit A, attached hereto and made a party hereof ("Cost
Estimate" ). Upon completion of the Communication Lines Relocation, OneSource shall present Customer
with a detailed invoice of the actual Communication Lines Relocation performed and the Customer agrees
to make payment, within thirty (30) days from the date of a properly detailed invoice, in the form of a one-
time full reimbursement of such actual costs. Neither enhancement nor betterment costs shall be reimbursed
by the Customer.
3. The obligation of the Customer to make a cost reimbursement payment under this Agreement does
not constitute a general obligation or indebtedness of Customer for which the Customer is obligated to lery,
pledge or collect any form of taxation.
4. The parties agree to exercise all due caution while causing any work to be done near the other
existing or newly placed utilities in order to prevent damages to the other existing or newly placed utilities.
5. Not withstanding any other provision of this Agreement, in no event shall either party be liable to
the other for any indirect, consequential or incidental damages, including but without limitation, loss of -
revenue, loss of customers or loss of profits arising from this Agreement and the performance or non-
performance of obligations hereunder.
6. OneSource agrees to indemnify and hold harmless the Customer, its officers, agents and
employees, against and from any and all liability, loss and expense and shall defend all claims resulting
from loss of life or damage or injury to persons or property directly or indirectly resulting from the work
performed by OneSource to the extent such loss, damage or injury, is caused by the negligence or willful
misconduct of OneSource or its agents or arises out of or in connection with the Fiber Optic Realignment.
As a necessary condition for such indemnity to be enforceable against OneSource:
(i) OneSource shall be notified in writing promptly of any and all claims, liability, loss and
expense for which Customer seeks indemnification frgm-AueSeuree; and-
07-18-1 2 PO4 � 00 I N page 1 of3
OFFICIAL RECORD
CITY SECRETARY
FT, WORTH, TX
(ii) (ii) OneSource shall have sole control of the defense of any and all claims, liability, loss
and expense and all negotiations for their settlement or compromise.
7. This Agreement shall be enforceable in Texas, and if legal action is necessary by either party with
respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for the same
shall lie in Tarrant County, Texas. This Agreement shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas.
8. No party may assign its rights and obligations under this Agreement without the prior written
consent of the other party, which consent shall not be unreasonably withheld, conditioned, or delayed.
9. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and
their respective heirs, executors, administrators, personal representatives, legal representatives, successors
and assigns, subject to the provisions of Section 8.
10. 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 of the Agreement, and this Agreement shall be constructed as if such
invalid, illegal, or unenforceable provision had never been contained in the Agreement.
Effective date of agreement as of date of approved by the City Council:
CITY OF FORT WORTH
1000 1 nrockmorton Street
Fort Worth, TX 76102
'1'Q �ORI� AND LEGALITY:
MILLENNIUM TELCOM, LLC dba OneSource
Communications
4800 Keller Hicks Rd.
Title: Vice President of Operations
A
rSECRETAI
WO FnTs S
Y TJ
C C7
ITY SECRETARY
Page 2 of 3
Exhibit A
The scope of the Fiber Optic Realignment shall include all aspects of the necessary labor and materials to
design, construct and turn -up interim facilities to accommodate: 1) the vacating of portions of the Keller
Haslet Road right-of-way to make way for the temporary traffic lanes, 2) permanent buried relocation of
the existing Keller Haslet Road right-of-way OneSource facilities to a joint trench placement within a
trench provided by others, and 3) relocation of the John Day Road OneSource facilities to the newly
defined John Day Road right-of-way.
Page 3 of 3
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: Tuesday, JUIy 10, 2012 REFERENCE NO.: **C-25700
LOG NAME: 55AFW RWY EXT UTILITY RELOCATION_MILLENNIUM TELCOM, LLC (1SRC)
SUBJECT:
Authorize Execution of a Utility Adjustment Agreement with Millennium Telcom, LLC d/b/a OneSource
Communications, in the Amount of $201,895.70 for Construction Fees Associated with the Relocation of
Fiber Optic Lines Along John Day and Keller Haslet Roads 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
Millennium Telcom, LLC d/b/a OneSource Communications, in the amount of $201,895.70 for construction
fees associated with the relocation of fiber optic lines along John Day and Keller Haslet Roads as part of
the Runway Extension Project at Fort Worth Alliance Airport.
DISCUSSION:
This Construction Utility Relocation Reimbursement Agreement is required to pay for the relocation of
certain Millennium Telcom, LLC d/b/a OneSource Communications (One Source), fiber optic cables 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.
One Source has fiber optic cables along John Day and Keller Haslet Roads 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 One Source and it will be reimbursed for the agreed upon amount.
A waiver of the Disadvantaged Business Enterprise (DBE) goal was requested by the Aviation Department
and approved by the M/WBE Office. This work will be done by One Source and not the City of Fort Worth
(City).
Federal Aviation Administration funds from Runway Extension Grant 348-029640-2009 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 10 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 Airports Grant Fund.
Logname: SSAFW RWY EXT UTILITY RELOCATION MILLENNIUM TELCOM, LLC (1 S... Page 1 of 2