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HomeMy WebLinkAboutContract 61169DocuSign Envelope ID: OEBF5408-E3BD-4588-8AFC-DB3083F7437C CSC No. 61169 CONSTRUCTION REIMBURSEMENT AGREEMENT CITY OF FORT WORTH, TEXAS — Cromwell Marine Creek Roadway Widening THIS AGREEMENT is made and entered into by and between the CITY OF FORT WORTH, a Texas home -rule municipal corporation ("City"), by and through its duly authorized assistant city manager, and BKV Midstream, LLC, authorized to do business in Texas ("Company"). WITNESSETH: WHEREAS, Company owns and operates a natural gas pipeline (the "Facility") in Tarrant County, Texas; and WHEREAS, City is widening Cromwell Marine Creek Road between Boat Club Road and Marine Creek Parkway ("Project") as depicted on Attachment "A" and City has requested that Company reroute, adjust and/or take protective action on a portion of the Facility (the "Relocation"); and WHEREAS, Company has agreed to provide the Relocation services subject to payment for relocation costs as detailed herein as generally depicted on Attachment "B" attached hereto and made a part hereof; and WHEREAS, City has agreed to reimburse Company for the costs and expenses for the Construction of the Relocation, estimated at $900,000 as shown on Attachment "B"; NOW, THEREFORE, for and in consideration of the mutual covenants and agreements hereinafter set forth, it is hereby agreed by and between City and Company as follows: RECITALS: The recitals, above, are incorporated into this Agreement insofar as they contain material elements germane to the Parties. REIMBURSEMENT BY CITY: A. City agrees to pre -pay Company $900,000, the estimated cost for the Relocation, based on Attachment B; and if the actual costs exceed the estimated cost for the Relocation, City agrees to pay such difference to Company. B. The obligation of the City to make a cost reimbursement payment under this Agreement does not constitute a general obligation or indebtedness of City for which the City is obligated to levy, pledge or collect any form of taxation. INGRESS AND EGRESS: City hereby grants to Company the right of ingress and egress across all lands owned, leased or controlled by City as may be reasonable and/or necessary for Company to perform the Relocation. Reimbursement Agreement 101012 Cromwell Marine Creek Road Widening Improvements Page 1 of 5 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 31197967v.2 DocuSign Envelope ID: OEBF5408-E3BD-4588-8AFC-DB3083F7437C AUDIT: City shall have the right, upon reasonable notice and during normal business hours, to audit and obtain copies of the books, records, and accounts of Company relating to the Relocation for up to two years after the date Company completes the Relocation. COMPANY LIABILITY AND INDEMNIFICATION: Company shall be liable for and shall promptly and fully compensate City for liabilities, claims and costs resulting either from the negligent activities of Company employees, agents and/or contractors or from spillage or discharge of petroleum products or other hazardous substance from the Pipeline. Company agrees to indemnify and hold harmless the City, 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 Company to the extent such loss, damage or injury, is caused by the negligence or willful misconduct of Company or its agents or arises out of or in connection with the Relocation Services. As a necessary condition for such indemnity to be enforceable against Company: (i) Company shall be notified in writing promptly of any and all claims, liability, loss and expense for which City seeks indemnification from Company, and (ii) Company shall have sole control of the defense of any and all claims, liability, loss and expense and all negotiations for their settlement or compromise. NO THIRD PARTY: This Agreement is solely for the benefit of the City and Company, and neither the City nor Company 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 and Company. VENUE AND JURISDICTION: This Agreement shall be governed by the laws of the State of Texas. 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. ENTIRETY OF AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto 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 both of the parties hereto. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns. SIGNATURE PAGE TO FOLLOW Reimbursement Agreement 101012 Cromwell Marine Creek Road Widening Improvements Page 2 of 5 31197967v.2 DocuSign Envelope ID: OEBF5408-E3BD-4588-8AFC-DB3083F7437C IN WITNESS WHEREOF, this Agreement shall become effective as of the date it becomes fully executed by the parties. CITY OF FORT WORTH BKV Midstream, LLC DoocuSigned by: 00* \ J `L ���5 E 56D3C6958CCD44F... Jesica McEachern Name: Eric S. Jacobsen Assistant City Manager Title: Chief Operating Officer Date: Mar 22, 2024 Date: 1/24/2024 1 1: 06 PM MST APPROVED By Legal at 11:44 am, Jan 24, 2024 Recommended by: Laurrn Pricur (Mar 9, 202407:41 CST) Lauren Prieur Director, Transportation & Public Works Department Approved as to Form and Legality: Douglas Black (Mar20, 202412:19 CDT) Douglas W. Black Assistant City Attorney Attest: °°°°°..... M&C: �n� P4� .° 24-0153 ;. mod, °°Qnr°EZA4a4d Date: 2/27/2024 Iloaaaa Jannette Goodall City Secretary Reimbursement Agreement OFFICIAL RECORD 101012 Cromwell Marine Creek Road CITY SECRETARY Widening Improvements FT. WORTH, TX Page 3 of 5 31197967v.2 DocuSign Envelope ID: OEBF5408-E3BD-4588-8AFC-DB3083F7437C ATTACHMENT A PN 101012 Cromwell Marine Creek Road Improvements Boat Club Rd to Marine Creek Pkwy %V I BOA/ � d dl � 1, c � ,.a,✓, BaOC�xs � c> . , �,.... SEAGULL �hxIFPER 5211 � J FAGLE iaViU[7k'••• NEE 4PfFKANI: i wu11L4 z HEREWFUk �iaW z ----- . 3P� A�qh i2r cwr�. `rf 'IW1w m slMUM �J �i fi iY FiLlS R.FPFxGLE , !+,'t' r TF .1. ty FEkWCBF V. CREEI€ ' _ WDUNTA N , SPNfrk3 1 R. 4 a3 f w = u+ ems.... .u1*Gh�Yi9ifIiWY1*u1*Fliiin•1i1.11'1L17L11**11*1.1...... 1il.ilYt...N. i,11i*111111n11'1i...... 1 {yyppFF 1r��r�+ nu . ui. Yi . YU. 1i1. hANN71*411.1 �1a.1 iA *9C ' 'eu SALT }. S 4YA nm � �, 5 au TIMINGS � d O0 EMI �_rI =x CST' � _ .U' r m g, J4 ' F 1+�G6 L 9 �i'1 t}J2L}, Si f]r Y 4' r irk 1VAUEYiF' t +aF 9 a - YCS r 41E a F T I � 4e¢ �m 1Lw OPAL }ILL IeF ;y7F'ild� 0001ALYHx ^a 'Ww,uoLn , . ti TF'Y Aft CO Se 1 r 44 47K { L. L;.1 C'� Y,illos z .�. Reimbursement Agreement 101012 Cromwell Marine Creek Road Widening Improvements Page 4 of 5 31197967v.2 DocuSign Envelope ID: OEBF5408-E3BD-4588-8AFC-DB3083F7437C ATTACHMENT B BKV MIDSTREAM 4800 BLUE MOUND RiD FORT WORTH, TEXAS 76106 Project: Summer's 16in Relocation Relocating 1000rt of 16" pipe due to Manne Creek Road Work Scope: expansion. DE�5crliiod 1: Sub Total ROWSurvey S 52,004 Materials S 172,131.90 Labor 5 659,068 Tr;-stinq $ 17,160 TOTAL S 900,000 E otmakes are good for 30 days. Reimbursement Agreement 101012 Cromwell Marine Creek Road Widening Improvements Page 5 of 5 31197967v.2 101012-CN RA -Construction Reimbursement Agreement for BKV Midstream, LLC Interim Agreement Report 2024-03-11 Created: 2024-02-29 By: Andrea Munoz (Andrea. Munoz@fortworthtexas.gov) Status: Out for Approval Transaction ID: CBJCHBCAABAA8Cok8-A-pagca6XPMYglv5U_7VCmQSaP Agreement History Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature. A final audit report will be generated when the agreement is complete. "101012-CNRA-Construction Reimbursement Agreement for BK V Midstream, LLC" History Document created by Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) 2024-02-29 - 4:16:32 PM GMT- I address: 204.10.90.100 Document emailed to Wendi Hedlund (wend i.hedlund@fortworthtexas.gov) for filling 2024-02-29 - 4:22:01 PM GMT Document emailed to Alejandra Ayala (Alejandra.Ayala@fortworthtexas.gov) for filling 2024-02-29 - 4:22:01 PM GMT Email viewed by Alejandra Ayala (Alejandra.Ayala@fortworthtexas.gov) 2024-02-29 - 4:25:30 PM GMT- I address: 204.10.90.100 == Form filled by Alejandra Ayala (Alejandra.Ayala@fortworthtexas.gov) Form filling Date: 2024-02-29 - 4:25:35 PM GMT - Time Source: server- IP address: 204.10.90.100 Andrea Munoz (Andrea.Munoz@fortworthtexas.gov) added alternate form filler Jaylyn Harrelson (Jaylyn.Harrelson @fortworthtexas.gov). The original form filler Wendi Hedlund (wendi.hedlund@fortworthtexas.gov) can still fill the form. 2024-02-29 - 4:26:57 PM GMT- I address: 204.10.90.100 Document emailed to Jaylyn Harrelson (Jaylyn.Harrelson@fortworthtexas.gov) for filling 2024-02-29 - 4:26:57 PM GMT Email viewed by Jaylyn Harrelson (Jaylyn.Harrelson@fortworthtexas.gov) 2024-02-29 - 4:31:57 PM GMT- I address: 204.10.90.100 FORT WORTHS 1 Powered'y Adobe Acrobat Sign Form filled by Wendi Hedlund(wendi.hedlund@fortworthtexas.gov) Form filling Date: 2024-03-01 - 1:49:46 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Raul Lopez Roura (Raul.LopezRoura@fortworthtexas.gov) for filling 2024-03-01 - 1:49:47 PM GMT -', Form filled by Raul Lopez Roura (Raul.LopezRoura@fortworthtexas.gov) Form filling Date: 2024-03-08 - 0:13:25 AM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Lissette Acevedo (Lissette.Acevedo@fortworthtexas.gov) for filling 2024-03-08 - 0:13:26 AM GMT Email viewed by Lissette Acevedo (Lissette.Acevedo@fortworthtexas.gov) 2024-03-08 - 2:44:27 AM GMT- IP address: 204.10.90.100 =„ Form filled by Lissette Acevedo (Lissette.Acevedo@fortworthtexas.gov) Form filling Date: 2024-03-08 - 2:44:36 AM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) for filling 2024-03-08 - 2:44:38 AM GMT Email viewed by Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) 2024-03-08 - 2:17:49 PM GMT- IP address: 204.10.90.100 Form filled by Patricia Wadsack (patricia.wadsack@fortworthtexas.gov) Form filling Date: 2024-03-08 - 5:58:11 PM GMT - Time Source: server- IP address: 204.10.90.100 Document emailed to Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) for signature 2024-03-08 - 5:58:13 PM GMT =; Document e-signed by Lauren Prieur (Lauren.Prieur@fortworthtexas.gov) Signature Date: 2024-03-09 - 1:41:13 PM GMT - Time Source: server- IP address: 108.209.194.42 Document emailed to Priscilla Ramirez (Priscilla.Ramirez@fortworthtexas.gov) for approval 2024-03-09 - 1:41:14 PM GMT Email viewed by Priscilla Ramirez (Priscilla.Ramirez@fortworthtexas.gov) 2024-03-11 - 4:12:28 PM GMT- IP address: 204.10.90.100 FORT WORTHS 1 Powered'y Adobe Acrobat Sign 3/11/24, 1:33 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 2/27/2024 REFERENCE NO.: CODE: C TYPE: Official site of the City of Fort Worth, Texas FoRTWoRTH **M&C 24- LOG NAME: 20CROMWELL MARINE 0153 CREEK ROAD RELOCATION CONSENT PUBLIC NO NO SUBJECT. (CD 2 and CD 7) Authorize Execution of a Reimbursement Agreement with BKV Midstream, LLC in the Amount of $900,000.00 for a Gas Pipeline Relocation to Accommodate the Cromwell Marine Creek Road Widening Improvements Project (2022 Bond Program) RECOMMENDATION: It is recommended that the City Council authorize execution of a Reimbursement Agreement with BKV Midstream, LLC in the amount of $900,000.00 for a gas pipeline relocation to accommodate the Cromwell Marine Creek Road Widening Improvements project (City Project No. 101012). DISCUSSION: The existing roadway Right -of -Way (ROW) for Cromwell Marine Creek Road will be widened for the purpose of constructing a four -lane divided thoroughfare. BKV Midstream, LLC has a natural gas pipeline within an easement on the edge of said ROW. BKV Midstream, LLC needs to relocate the pipeline easement and gas pipeline beyond the City ROW and outside of the proposed ROW footprint. When utilities are forced to relocate beyond the ROW due to public improvements, the City is responsible for the costs associated with relocating the gas pipeline. BKV Midstream, LLC has agreed to lower and relocate the conflicting gas pipeline, and the Reimbursement Agreement is necessary to allow reimbursement to BKV Midstream, LLC for the total cost of $900,000.00. The relocation consists of the lowering of a 16-inch gas main by 33-feet for a distance of 1,000-feet . Construction for the gas pipeline relocation is anticipated to commence in February 2024. This project is included in the 2022 Bond Program. The City's Extendable Commercial Paper (ECP) (M&C 22-0607; Ordinance 25675-08-2022) provides liquidity to support the appropriation. Available resources will be used to actually make any interim progress payments until debt is issued. Once debt associated with a project is sold, debt proceeds will reimburse the interim financing source in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance 25515-05-2022). Funding is budgeted in the Transportation and Public Works (TPW) Department Highway & Streets Department's 2022 Bond Program Fund for the purpose of funding the Cromwell -Marine Creek Road project, as appropriated. Diversity and Inclusion (DVIN) Office: A waiver of the goal for Business Equity subcontracting requirements was requested and approved by the DVIN, in accordance with the applicable Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. This project is located in COUNCIL DISTRICTS 2 and 7. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the 2022 Bond Program Fund for the Cromwell - Marine Creek project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Transportation and Public Works Department has the responsibility to validate the availability of funds. apps.cfwnet.org/council_packet/mc_review.asp?I D=31860&counciIdate=2/27/2024 1 /2 3/11/24, 1:33 PM M&C Review TO Fund Department Account Project Program Activity Budget Reference # Amount i ID ID Year (Chartfield 2) FROM Fund ' Department Account Project Program Activity Budget Reference # Amount ID ID i Year (Chartfield 2) Submitted for City Manager's Office by_ Jesica McEachern (5804) Originating Department Head: Lauren Prieur (6035) Additional Information Contact: Monty Hall (8662) ATTACHMENTS 101012 CIVIC Request for Waiver of Business Equitv Goal -2021 01.22.2024 BKV.pdf (CFW Internal) 101012 FID 20CROMWELL MARINE CREEK ROAD RELOCATION.xlsx (CFW Internal) 101012 SAM.gov report.pdf (CFW Internal) 20CROMWELL MARINE CREEK ROAD RELOCATION.docx (CFW Internal) CPN101012CROMWELLMARINE MAP.pdf (Public) Form 1295 - BKV Midstream.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc_review.asp?I D=31860&councildate=2/27/2024 2/2 FORT WORTHO Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE: Construction Reimbursement Agreement for BKV Midstream, LLC M&C: 24-0153 CPN: 101012 CSO: DOC#: Date: To: Name Department Initials 1. Wendi Hedlund — Bus Sup. TPW — Initial 2. Alejandra Ayala TPW - Initial aA 3. Raul Lopez TPW — Initial� 4. Lissette Acevedo TPW — Initial o(�% 5. Patricia Wadsack TPW — Initial 6. Lauren Prieur TPW — Signature 7. Doug Black Legal - Signature }b 8. Jesica McEachern CMO - Signature a` JM 9. Jannette Goodall CSO - Signature 10. TPW Contracts TPW DOCUMENTS FOR CITY MANAGER'S SIGNTURE: All documents received from any and all City Departments requesting City Manager's signature for approval MUST BE ROUTED TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip, David will review and take the next steps NEEDS TO BE NOTARIZED: ❑ Yes X No RUSH: ❑ Yes X No SAME DAY: ❑ Yes ❑ No NEXT DAY: ❑ Yes ❑ No ROUTING TO CSO: X Yes ❑ No Action Required: ❑ As Requested ❑ For Your Information X Signature/Routing and or Recording ❑ Comment ❑ File ❑ Attach Signature, Initial and Notary Tabs Return To: TPWContracts(a�fortworthtexas.gov at ext. 7233 for pick up when completed. Aleiandra.Avala(afortworthtexas.gov email executed document when completed.