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HomeMy WebLinkAboutContract 28307ROAD REPAIR AGREEMENT SETR'EEN �1�1� �����/��� Q THE CITY OF �ORT WURTH C���RAC:T �, �U�� �� AND — , CHIEF OII. .AND GAS LLC � This Road Repair Agreement, (Agraemeni), is made and entered into on #lzis the 8th day of November, 2002, by and between the City of Fort Worth, Texas ("City"}, a home rula municipal corporation of the State of Texas, focated within Tarrant and Denton Coun�ies, Texas {Hereinafter referred to as the "City") and Chief Oi1 and Gas LLC ("Operator"} for the repair oi certain streets and/or roaciways wi�in the City of Fort Worth, Texas as more fu11y �3escribed herein. VV�IE1tEAS, Operator is in the business of drilling gas wells and, ir� connection th�rewith, aha11 be engaged in drilling and praduciian activifies on property lmown generally as the COIIRTNEY LEASE (LOCATED NORTH OF THE 400 BLOCK OF BAILEY BOSWELL W ROAD IN SAGINAW, TEXAS), which abnYs, is-adjacent to, and/or is accessed by roadways within the City of Fort Worth; and WHEREAS, use of the roadways by the Operatar for the purpose of per£ozming the activities ciescribed hereinabov� may cause damage to the madways; and WHEREAS, the City and Operator, for the mutual cansideration hereinafter stated, desire to enter into an Agreement £or Operator to repair said roadways for the duratian of the term of this Agreement in cansiderarion of Operator's use of said roadways for the purpose of the activities described hereinabove; IT IS NOW THEREFORE AGREED THAT: ARTICLE 1. RFpAIR OBLIGATION 1. Operator shall repair roadways which abut, are adjacent to, or is aocessed by th� C?perator for the drilling, completing, reworking, and/or re-fracing of a gas well ar well on tk�e Couriney Lease during the term of this Agreement and shall, prior to che teimination of this Agreem�nt, as pravided herein, restore and repair all roadways to the cpndition in whic� the roadways existed prioz to tb.e execution of this Agreamen� For purposes of this Agreement, "repair" shall, mean that all tt�.e roadways will be repaired in accardance to the latest editivn of "Standard Specificataons £oz Street and Storm Drai.n Construction, City of Fort Worth, Texas Tranisportation and Public Works Department." Prior to any activity by the Operator related in any way to Operator's drilIing and operation of its gas wells, Operator shall make a representative videotape oz take xepzesentative pictures of the roadovay aud shall provid� a copy of the videotape and/or pictures to the Gas inspector and the Director of Transportation and Public Works Department for the City. 2. In connection with its obligation to repair said roadways, Operator shall use materials of the same or better quality than those utilized to surface and/or repair the roadways prior to execution of ti�is agreement and in accordance with the standards specifications of the City as described in paragraph one of this Article. Deviation from the materials described herein shall not he peimitted wit3iout the prior written consent of the Direckor of Transporkation and Public Works. Repairs shall be completed in accardanc� with standard engineering practices aceeptable to the City. Operator shall repair filie damage to the roadways at its sole cost and expense. 4. During the term of this Agreement, Oper$tor shall periodically inspect the roadways during drilling, fracture stimulation or rewarking of th� gas well to determine whetb.er or not any damage has aceurred as a result af Oparator's activiti�s, Innmediately upan discovezang �e existence of any such damage to the roadways, Operator shall umdertake ta regair and/or zemedy same. Upon discovery oi damag� by the Operator, the Operator will have 48 hours to contact the Director af Transportation amd Public Works to work out a schedule of rapairs. Repairs shall take placa witbain 30 days ar iucnmediataly if the damage affects the immadiate health and safety af i�,i.���.:A?�. , - � � ��aa� � R�GEiV�� � '' � . , ��C 9 3 ?.�A� , � � . � _ _ �� AR'ITCLE 2. TERM OF AGREEMENT This Agreement sha[1 commence upon the date indicated above and shall continue in full force and effect until Operator has completed andlor permanently discontinued the activities upon the roadways, as described hereinabove. ARTICLE 3. 1N5URANCE AND INDEMNITY The Operator shall provide or cause ko be provided #he insurance described 6elovv far each well unless a Gas Well Permit has been issued wharein such insurance has Freen provided for the issuance of the Gas Well Pennit undei• tl�e terms and conditions described in the Fori Wortlz "Gas Drilling and Productian" Ord�nance and sucl� insurance to continue untif the well is abandoned and the site restared. In addition to the Uond or letter of credit required pursuant to this Agreement and the Fort Worth "Gas Driljing and Praduction" ordinanee, the Operator shall cai7y a po�icy or policies of ins4�rance issued by an insurance company or companies authorized to do business in Texas, In the event such inst�rance policy or po[icias are cancelled, the Gas WeII Permit shaIl be suspanded on s�ich date of cancellation and the Operator's right to operate under such Gas �1VelI Permit shall immediately cease until the Operator iiles additional insurance as provided herein. 1) General Requirernents applicable to all policies. a. The City, it ofFicials, employees, agents and officers shall be endorsed as an "Addi�i�nal Insured" to all polzcies except Employers Liability covei•age under the Operator's Wnrkers Campensation policy. b. All policies shall be written an an occurrence 6asis exCept for En�ironmentaf Follution Liability (Seepage and Polluiian coverage} and Excess or Umbralla Liability, which may be on a claims-made 6asis. c. All pol�cies shall be wri�ten by a� insurer witl� an A-: VIII or better rating by the most curr�nt version af the A. M. Best Key Aatir�g Guide or with such ather iinancially sound insurance carriers acceptable to the City. d. Deductibles shall be listed on the Certificate of Insurance and shall be on a"per occurrence" basis unless otherwise siipulated herein. e. Certificates of Tnsurance shall be delivered to the City of �'o�•t Wot�th, Develapment Department, 1D00 Throcicmorton Street, Forth Wo��th, Texas 76102, evidencing all tha required coverages, including endorsemeijts, prior to the issuance of a Gas Well Pertnit. f. All palicies shall l�e endorsed with a w�iver of subrogation providing �•ights of recovery in favar of the City. g. Any failura on part of the City to request raquirec! ins��rance documentation sl�all not constitute a waiver of the insurance requirernent specifed harein. h. Each policy shall be endQrsed to provide the City a minimum thirty-day notice of cancellation, non-renewal, and/or material change in policy terms or coverage. A ten days notice shall be acceptable in the event of nQn-payment of pr�miutn. i. During the term of the Gas Well Permit, the Operator shall report, in a timely mannea-, to the Gas IRspectqr any known loss accurrence which could give rise to a liability claim or lawsuit or which could resulC in a propei�ty loss. j. Upon request, certi�ed copies of ali insurance policies shall be fu�nished to Yhe City. 2) Standard Commercial General Liability Policy. This coverage must include premises, operations, Ulowout �r explosion, products, coinpleted operations, sudden and accidental pollutivn, 6lanket contractuai liability, underground resources damage, broad form property damage, independent conkractni•s protective liability and persanal injury. This caverage shall be a minimum ComE�ined 5ingle Liinit of $1,D�O,OOQ per occurrence for Bodily Injury and Property Damage, 3) Excess or Umbreila Liability $ S,OQQ,D00 Excess, if tlie Operator has a stand-alane �nviraizmeiital Pollution L,iability (EPL) policy. $l0,Op0,000 Excess, if the Operator does not have a stand-alone �PL policy. Coverage must include an endorsement far suddan or accidental pollution. If Seepage and Pollution coverage is written on a"claims uiade" basis, the Operator must maintain cantiuuaus coverage and purchase Extended Cover�ge Period Insurance vvhe� necessary. 4} Worlcers Compensation and Employers Liability Insurance a. Workers Compensatian benefits shall be Texas Stakutory Limits. b. Emp�oyers Liability shall be a minimum of $50Q,QQ0 per accident. c. Such coverage shali include a waiver pf subrogation in favor of the Ciiy and provide coverage in acco�•dance wiih applieable 5tate and Federal laws. 5) Autnmobile Liability Insurance a. Combined Single Limit of $1,000,000 per occurrence for Bodily Injury and Praperty Damage. b. Coverage must include all owned, hired and not-owned automobiles. 6) Certificates of Insurance a. The company must be admitted or approved to do business in the State of Texas, unless tY�e eaverage is written by a Surplus Linas insurer. b, The insurance set forth by the insurance compa��y rnust be unde�•writtetl on fai�ns that have been ap�roved by the Texas State Board of Insurance or ISO, or an equivalent policy for�n acceptable to the City. c. Sets forth all endorsements and `uisurance coverage according to i•equirements and instructions contained herein. d. Shall specifica]iy set forth the notice af c�ncellation, termination, or change in caveragc provisions to the City. All policies shall be endorsed to read "T'HIS POLICY WILL NOT B� GANCELLED OR NON-RENEWED WITHOUT 30 DAY,5 ADVANC� WRITTEN NOTICE TO THE OWNER AND THE CITY �XCEPT WHEN THIS POLICY IS BE1NG CANCELLED FOR NONPAYMENT OF PREMIUM, IN WHICH CASE 10 DAYS A�]VANCE WRITTEN NOTIC� IS REQLIIRED", e. Qriginal endarsements affecting coverage rec�uired by this section sha11 be furnished with fihe certificates of insurance. 7) Tl�e cancellatian of any insurance for the sole pu��pose of the repair of roadways will not �-elease the obligatian of tl�e Opexator to meet all renuirernents af insuranee and bonding Under t11e Fort Wnrth "Gas Drilling and Pd-oductian" Ordinance. 8} Operator sliall and hereby do�s indemnify, defend and save 1�armless tlie City, its offieers, agents and emplayees From all suits, aciions or claims of any character, nama and description hraught for or on account of any injuries or da�nages receiv�d as sustained by any person, persons ar property on account of the operaiions of the Operator, his age��ts, emplayees, contractars or subcontractors; or on accouni of any negligent act oF fault of the Dperator, his agents, employees, contractors or subcontractors in connection with the obligations under this Road Regazr Agreement; and shall pay any j�adgment, vcfith costs, which may be obtained against the City growing out of such injury or dainage. ARTICL� 4. PERFORMANCE BONDS 1. Operator sl�all provide a performance l�ond, urzless a performance bond IZas been provided for the issuance of a Gas Well Permit under the terms and conditious describec# in Fa�-t Woith "Gas Drilling and Production" ordinance, in tl�e atnount not ]ess than the amount necessaz•y to repair the r�adways, as determined by tl�e City �ngineer. 2. 1'rior to the beginning any activity pursuant to ihe issuai�ce of a Gas Well Perrnit, unless a perfoi�rnance boild has been provided for the issuance of a Gas Well Penr►it under the tenns and conditions descril�ed in Fort Worth "Gas Drilling and Production" Ordinance, the Operator shall provide the Gas Inspector with a security ins�ument in the form of a bond or an irrevocable letter of credit as foIlows: a. Bond. A bond shall be executed by a reliable bonding or insuranc� ii�stituti�n authorized to do business in Texas, acceptable to the City. Tlie �ond shall beca�ne effective an or before the date the Gas Well Pei�it is issueci and shall reinain in force and �t�ect for at least a period of si�c (6) manths after the expiratipn of the Gas Well Permit term or until ihe well is plugged and abandoned and the site is restored, whichever occurs frst. The Operator shall be listed as principal and the instru�ent shall run to the City, as obligee, and shall be conditioned that the Operator will coinply with the terrns and regulations of this Ordinance and the City. 'T'he original bcnd shal] be submitted to the Director of Transportation and Public Works with a copy of the same pra�vided to the City Seeretary and the Gas Inspectar. b. Letter of Credit. A letter af credit shall be issued by a reliable bank authorized to do Uusiness in Texas and shall become effecti�e on or before tlie date tl�e Gas Well Perrnit is issued. The letter of credit shall remain in force and effect f.or at least a period of six (G) months after klie expiratian of the Gas Well Per�nit term. The City shaIl be authorized to draw upvn such letter of credit to recover any fines or penalties assessed under tlsis ordinance. Evidence of the execution of a letter of credit shall be submitted to the D'u•aCtor of TransportatiQn ar�d Pubjic Works submitting an arigin�l signed lettet• of �redit from ths banking instiYution, with a copy of the same provided to fihe Gity Secretary anc� ttse Gas Inspector. c. Whenever the Gas Inspector ar the Director of Transpvrtation and i'wblic works Depar�ment finds that a default has occurred in the performance af any rec�uirement or eondiiion imposed by this Agreement, a written notice shall be given to the Q�erator. Such notice shall specify the worlc ta be done, the estimated cost and the pariod pf time deerned by the Gas Inspector of t�e Director of Transpor�ation and Pu61ie Wo��ks DeparEment to 6e reasonably necessary for th� completion of sucl� wnrlc. After receipt af such notice, the Operator shaif, within the time therein specifed, either cause or require the work to be pei•fonned, or failing to do so, shall pay over to the City one hundred trventy-five (125) percent of the estimated cost of doing tl�e work as set for�th in the notice. d. The City shall be authorized to draw against any itrevocable letter of credit or bond to reeover such amaunt due froin the Operator. Upon receipt of sueh monies, the City shall proceed by such �node as deenaed conveaient to cause the required work to be performed and compl�ted, but no liability shall be incurred other than for the expenditure of said sum in hand. e. In the event the Operator daes nat cause the wnrk to be perfarmed and fails or refuses to pay ov�r to the City the estimated cast of the warlc ta be done as set forth in the notice, or the issuer of the security instruine��t refuses to honor any draft by the City against the appiicable irrevocable letter of credit or hond the City may praceed to obtain camgliance and abate the default 6y way of civiI actian against tl-�e Operatpr, or by cruninal action against the Operatar, or by both such methods. £ When the roadways co�ered by said irrevocable letters of credit ar band h�ve been recei�+ed by the City, or upon receipt of a satisfacto�y substitute, the irrevoca�le letter of credit or bond issued in compliance with this Agreement shall be terininated and cancelled. Any bonti required Uy the Fort Worth "Gas Drilling and Production" Ordinance shal! stay in fu11 force at�d ei�ect until the tenns and conditians set aut i❑ tl�e Ordinance are inet. The cancellativn oi any bond ar letter aF credit for tl�e sole purfaose af the repair af roadways wilJ nat release the obligation af khe Operator ta ineet all req�airemei�ts qf insurance and bonding under Y11e T'ort Wai�tly "Gas Drillii�g a��d Production" Ordinance. ARTICLE 5 MICBLLANEOUS PROVTSIONS 1. Operator understands and agrees that Operator, its einployees, servants, agents and rapresentatives shall at no time represent themseives to be employees, servants, agents, and/or representatives of the Gity. The �:ity shall not have any control over ihe rneans or methods by which Operator shall perform its obligations hareunder. Operator sl�all furnisll all equipment and materials necessary to perfann hereunder at�d shall at ail tirnes be acting as an independent Operator. 2. By entering into this Ag�•eemei�t, The City does nat waive, nor s��all it be deeined to waive, any immunity o; defense that would otherwise be available to it against c.laims arising by tl�ird pa��ties. 3. Tl�is Agreement represents tlie entire agreea�ent between Operator and City far repair of roadways and s�ipersedes all prior negotiations, representations, and/or agreements, eitller written or oral. This Agreement may be amended vnly by written instrument signed by the governing body af ti�e City or those authorized to sign on b�haIf oitlse City's governing body. ARTICLE 6. �'OACE MAJEURE Eva�ts of Force Majeure shall mean any contingency or cause beyoncE the reasonable canirol of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, ins�irrection, go�ernment or de facto governcnent action (unless caused by acts or omissions of the party}, fires, explosions, rain or other weather delays, floods, strikes, slowdowr�s or work stoppages. ARTICLE 7. A S SIGNABLILIY/CONSENT Except as otherwise pravided herein, or except as may be hereafter determined by d�� parties, no party to tl�is AgreeinetYt inay sell, assign, or transfer its interest in this Agreeinent, or any of its right, duties, or o6ligations hereunder, without the prior written cQnsent of the other party. Whenever the consent or the approvai of a pai�iy is required herein, such party shall not unreasonably withhold, deEay, or deny sucil consent or approval. ARTICL� 8. NOTICE Any notice given by one party to the other ixi eonnection with this Agreement shall be in writing and shall be !�y personal de[ivery: sent by registered mail or certified inail: or hy United S#ates Mail, return receipt requested, postage prepaid; to: CITY: Office of the City Manager City ofFort Warth, Texas 1040 'I'hrockmorton Street Fort Worth, Texas 7'6102 OP�RA.TOR: Chief Oil and Gas LLC 81 I 1 Pc•eston Road Suite 600 Dallas, Texas 75225 Notice shall 6� deerned ta l�ave baen received on the date of receipt as shown on the return recei�r or other wt•itien evidence af receipt. ARTICL� 9. MODI�'TCATION No waiver or madification of this Agreement or af any co�eizant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewi�li. No e�idence of any waiver or modification shall be offered or received in evidence in any proceeding arising lzetween the parties hereto out of ox affecting this Agreement , or the rights oz• abligations of the parties hereunder, unless snch waiver vr raadification is in writing, duly exacuted. Tha parties fi.irther agree that tl�e pro�isions of this Article will not be waived unless as herein set forth. ARTICLE 10. SAVINGS/SEVERABILITY In t�e event that any one ur more of the pravisions hereof contained in this Agreeinent shall for any reason be hetd to be invalid, illegal, or Unenforceable in any respect, such in�alidity, illegaiity, or uue��forceaUitity shali not effect the other provisians, and t�►e Agreement shall be construed as if such inr�alid, illegal, or unenforceable provision had never been contained in this Agreement. ARTICLL 1l. ���� ��� i �' ���`�°-"��'s� �����`���� Department of l.aw DATE: Decemher 30, 20Q2 TO: G�ty J'ackson, Ciry Manager CC: Glaria Pearson, City Secretary. FROM: Sarah Fullenwider, Assistant City Attorney� SUBJECT: Road Repair Agreernent for gas well - GW-03-Ofll Attached is a road repair agreement submitted by Mr. Cliff Thompsan of Chief Oil and Gas, LaL.C, pertai�ing to the drilling of a gas we11 located on 40 acres in the H. Robertsan Survey, A- 1798, norkh of Bailey Boswell Road and south af Bonds Ranch Road. The weIl will be permitted as a rural gas well per City �rdinance 14880. Chief OiI and Gas, LLC submitted a I.etter of Credit ihat was approved by the Legal Department. A copy of the Letter of Credit is attiached for your r�view. Please sign where indicated and have a Notary Public notarize yaur signature. Once completed, please forward to the City Secretary"s office for her signature. . The completed document should be returned to Tohn Garfield, Acting Gas In�spector, in the Development Deparkment. Mr. Garfield's extension is 8043. ,_ � ..�i��',�. ��:, . �- �.�--� ����� - 01� i GA;� ��� December 24, 2002 Mr. Joitu A. Crarfield Developatuent Services Admiaistratar City of Fart �orth 1000 Throckmorton SL k'nrt Worth, TX 7fi102 RE: Letter of Credit — Courtney 3 Dear Mr. Garfield: This sl�all sercre as a Letter Ageem�,at befiween Chief Oil 8c Gas, L.L.C_ and the City o� Fort Woifh concerniug Let�r of C�redit No. LC342 from Texas Capital Bank, N A. 4n �half uf Chief Oii & Gas dei�va:red to fhe Ciiy of Fort Worth for t�e drilling of the Couriney #3 weu, a copy of wliich is attached %ereto. Chief Oil & Gas agrees to either renew the Letter of Credit ar z�place the Letter of Credit wi#h a bond in the amo�t reqpiredby City of Fort W�zth Ordinance ��4880 an ar before 45 days prior to the December 23, ZQ03 e�ir�on of the Letter af Credit� if Chief O�1 & Gas fails to deliver #n the City of Fort Wroth either the re�ewal of the Letter of Credit or the replacement hond in the apprapriate amount on or before 45 days prior tn D�mber 23, 20Q3, #he City of �o�t Worth may diaw tha entire �ace a�moum of the attached Letter of Czed�'rt to be he3d by t�e �ty of Fort Wort� as secucity for Chief Oil & Gas' performance of its obligations under Ordinance #14880. 5incerely, C1iPford L. Thomson Vi.ce I'resident-0perations & Engine�rsng �117 PR�5TON RQAD, SUIYi� 6U0, DA�l�AS, i�XAS 75225 T'���PHON� (�'[�) 265-9590 FAX (�14) 265-9�93 GOVERNING LAW AND VENUE This agreement shall be construed under and govarned by, and in accordance with the laws of the State of Texas, and venue for any actions arising ander the terms and conditions of this Agreement shali lie in the state courts located in Tarrant Caunty, Texas or the United States District Covrt iar the Northern District of Texas, Fort Worih Di�ision. ARTICLE I2. ENTTRE AGREEMENT This Agreeinent and the exhibits attaehed thereto, constitute the entire agreement among the par�ies her�to with respeet to the subject matter hereof, and supersede any prior understandings ar written or oral agreeinents between the parties with respect to th� subject matter oithe Agreement. No amendment, modification, cancellation or aiteration of the terms of this Agreement shall be binding on any party heratn unless the same is in writing, dated suhsequent to the date hereof, and is duly authorized and executed by the parties hereto. ARTICLE 13. WA..IVER OF TERMS AND CONDITIONS T�e failure of aither party to enforce oj� insist upon eompliance with any of the terms or conditians of'tivs Agreement shalI not constitute a general waiver or relinc�uishment of any such terms or conditions, 6ut tl�e same shall Ue and remain at all tunes in full force and effect. ARTICLE 14. CAPTION 5 The captions cnntained in the Agreement are far informational purposes only and shall not in any way affect the substantive tei�ns or conditions of this Agreement. ARTICLE I5. COUNTERPARTS This Agree�nent may be exac�tted in any number of counte�paits, each of whicll si�all l�e deemed an original, and constitute one and the same instrument. IN WITNESS WHEREOF, the parties do herek�y affix t�ieir signatures and enter inta this Agreement as af the 315t day of October, 24a2, AT'T��T: City Secret�ry � CITY OF FORT WQR'FH , B ' � ary Ja o�i, City Manager APPROVED AS TO FORM AND LEGALITY: David Yett, City Attorney �y�G�- ��U,t 6� J �.-��o_'� �- �� ��.,b Cantra�t Authori�a���n D��G� By: l �Q���GQ )''+�L��,� Cliffor ho�nson, Vice Aresident Chief Oil & Gas I,I�C — Operator �� ,. � � :� � � _.,, STATE OF TEXAS § CQUNTY QF TARRANT § Before me, the undarsigned notary pu6lic, on this day personally appeared Gary Iacl<son, the City Manager of the City of Fort Wai�h, Texas, known to me to �e the person whose name is subscribed to the foregaing inst�•ument, and acknowledged to me thai helshe executed the instrument for the purposes and consideratiou therein e�cpressed. �L[� � Givan under my hand and seal of offce this �-- day of G�r�.j , 200� V o���p �; ROS�LLA BARI�E5 �� ��� NOTARY P[�BLIC ����er State oi Texas �� Comm. Exp. 03��-2005 ��� �,e,,. _, .,.�_�-,-e.„..o.. .„o,„,,„ �� ��t/�.�•��-,� Natary Public STATE OF TEXAS § COLINTY OF TAARANT § Before me, the undersigned authority, a Notacy Public in and for the State of Texas, on this day personally appeared Clifford L. Thomson, known to me to l�e the persan whose name is subscribed to the faregoing instiument, and acknowledged to me that the same was th�c act oFCliief Oil and Gas I.LC (the corporatian) and that he executed tl�e same as tk�e act af said Chief Oil and Gas LLG (carpoz�ation} for the purposes and conside��atian therein expressed and in the capacity therein skated. Given under my hand alld seal of office this �r � day of r� '�, s��„s r �r , 2002. �.— a.-.,...._......�...�.....�.�.._.��.....�.._.... ,,,� � �,,, . `orµ..n���,� DOIVNAM,SiGMOhlD �x' :`'" NOta P =N,;:,`�: y� ry��lic, State of Texas �.��Fo„``;� PAY Comroissivrt Expires f 1-09•a5 ~--r----.-..._....M..�,,. � I = 1"� ;rrwr � � {�Ql►7'J� Notary Public � J