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HomeMy WebLinkAbout065506 - Construction-Related - Contract - EnLink North Texas Gathering, LPCSC No. 65506 Preliminary Engineering and Reimbursement Agreement (City of Fort Worth and EnLink North Texas Gathering, LP) This Preliminary Engineering and Reimbursement Agreement (this "Agreement") is by and between the City of Fort Worth, a Texas home -rule municipal corporation ("City"), and EnLink North Texas Gathering, LP, a Texas limited partnership ("EnLink"). After the Agreement has been signed by both parties it is effective on the date signed by the City ("Effective Date"). EnLink and City may be referred to herein each individually as a "Party" and collectively as the "Parties". 1. Recitals. 1.1. City is planning roadway improvements located on Wagley Robertson Rd. in the vicinity of Jetliner Ave., Fort Worth, Tarrant County, Texas (the "Project") that may require the abandonment, removal, and/or relocation of certain EnLink-owned or - operated pipelines and/or facilities situated on property owned or controlled by City (collectively, EnLink's "Facilities"). 1.2. In the public interest and to facilitate timely delivery of City's Project, City desires EnLink to perform certain preliminary activities to identify and define the potential abandonment, removal, relocation, and/or construction requirements for EnLink's Facilities (as further defined herein, the "Work" or "Preliminary Activities"). 1.3. The City agrees to pay the costs incurred by EnLink for the Preliminary Activities, as set forth herein. 1.4 Following completion of the Preliminary Activities, EnLink will provide City with certain deliverables as set forth herein. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 2. Definitions. 2.1. "Preliminary Activities" or "Work" means the preliminary engineering and related efforts described in Exhibit A. 2.2. "Approved Cost" has the meaning set forth in Section 6.4. 2.3. "Estimated Cost" means Twenty -Eight Thousand Seven Hundred Fifty Dollars and Zero Cents ($28,750.00), inclusive of the Management Fee, as initially estimated by EnLink in good faith for the costs that will be incurred in connection with the Preliminary Activities. 2.4. "Management Fee" means Three Thousand Seven Hundred Fifty Dollars and OFFICIAL RECORD Preliminary Engineering and Reimbursement Agreement CITY SECRETARY Page 1 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) FT. WORTH, TX #12906905v4 Zero Cents ($3,750.00) for administrative, general, supervision, and overhead costs. 3. Scope; Performance; Standards. 3.1. Scope. EnLink will perform, or cause to be performed, and will control all aspects of the Preliminary Activities. 3.2. Standards and Inputs. City will timely provide EnLink with applicable standards, industry requirements, regulations, codes, and other pertinent information necessary for the performance of the Work (collectively, "Standards and Inputs"). 3.3. Su_bconsulta_nts. EnLink may utilize consultants or contractors to perform portions of the Work and may incorporate any such deliverables into subsequent construction -phase documentation for the Relocation Activities (as hereinafter defined). 3.4. Review and Acceptance. EnLink shall provide the work product resulting from the Preliminary Activities, following completion thereof, to City for review and approval. City will review within [number of working days to be determined] working days and either (a) deliver a written acceptance including a release and waiver of future claims arising from the performance of the Work, or (b) provide written reasons why such work product does not comply with the Standards and Inputs. The Parties will work diligently and in good faith to resolve any issues. Upon resolution, City will deliver written acceptance including a release and waiver as stated above. 3.5. City Review Costs. City is responsible for its own costs incurred in reviewing the Work. 4. Right of Entry Access. 4.1. Access.. As a condition precedent to EnLink's obligations, EnLink and its agents, employees, contractors, and subcontractors shall have the right to access, use, and occupy all portions of property owned or controlled by City reasonably necessary to perform the Preliminary Activities, and by executing this Agreement City consents to such access, use, and occupancy. 4.2. Additional Rights of Entry. Where EnLink has easements, documented property interests, or permits on privately owned lands and access thereupon is necessary to perform the Work, EnLink will arrange for such rights of entry and provide reasonable evidence that such applicable permissions were obtained to City promptly following EnLink obtaining the same, which EnLink shall endeavor to do within ninety (90) calendar days of the Effective Date. 5. Deliverables; Next Steps. Preliminary Engineering and Reimbursement Agreement Page 2 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) #12906905v4 5.1. Deliverables. Following completion of the Preliminary Activities, EnLink will deliver to City: (a) a scope of work and cost estimate for any required modifications to EnLink's Facilities necessary to accommodate City's roadway improvement plans (the "Relocation Activities") and (b) a draft Facility Relocation Agreement, or similar agreement, and drafts of any releases, partial releases, and/or amendments necessary to implement the Relocation Activities. 5.2. No Construction Authorization. This Agreement pertains only to the Preliminary Activities. The Parties intend to enter into a separate, subsequent agreement governing construction, relocation, and/or removal activities. 6. Compensation; Invoicing; Reconciliation. 6.1. Cost Responsibility. All costs and expenses incurred in connection with the Preliminary Activities shall be borne by City, plus the Management Fee. 6.2. Estimated Cost and Prepayment. Upon execution of this Agreement, and as a condition precedent to EnLink's obligations, City shall pay EnLink the Estimated Cost. 6.3. Invoices and Timing. EnLink will maintain supporting documentation for costs incurred and, upon completion of the Work or earlier termination of this Agreement (as the case may be), will provide City with a statement setting forth the total actual costs incurred for the Preliminary Activities, plus the Management Fee (the "EnLink Total Cost"). 6.4. Adiustments: Approved Cost. EnLink may in good faith revise the Estimated Cost and will provide City an explanation of additional costs for City's review and approval, which shall not be unreasonably delayed or withheld. EnLink shall have no obligation to continue performance until it has received an amount equal to such increase. If City fails, within fifteen (15) days after receipt of EnLink's notice, to approve the additional costs, either Party may terminate, and City shall promptly reimburse EnLink for all costs and expenses incurred through the termination date (including non -cancellable items but minus amounts previously paid). The Estimated Cost plus the City -approved additional costs are the "Approved Cost." 6.5. Final Reconciliation. After completion of the Preliminary Activities or earlier termination of this Agreement, the Parties will reconcile within sixty (60) days after City's receipt of the statement setting forth the EnLink Total Cost: EnLink will reimburse City for any portion of the Estimated Cost prepayment that exceeds the lesser of the EnLink Total Cost or the Approved Cost, or City will pay EnLink for any portion of the lesser of the Approved Cost or the EnLink Total Cost that exceeds the Estimated Cost, as applicable. 7. Changes; Unforeseen Conditions. Preliminary Engineering and Reimbursement Agreement Page 3 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) #12906905v4 7.1. Changes in Project Design. If a change in City's Project design affects the Work (which any such change in City's Project design shall be promptly provided to EnLink in writing by City), EnLink will notify City in writing of such change; City shall respond with acceptance or rejection within ten (10) business days. If rejected, the Parties will work diligently and in good faith to reach resolution; otherwise, either Party may terminate, with City paying all costs and expenses incurred through termination (including non -cancellable items but minus amounts previously paid), and EnLink will provide any completed Work -related documents upon receipt of final payment (or completion of the Parties' reconciliation as contemplated in Section 6.5). 7.2. Cost Increases Due to Unforeseen Conditions. If unforeseen conditions require an increase to the cost of the Work beyond [percentage to be determined] percent over the current estimate, the Parties will modify the Estimated Cost to include such increase, subject to the approval process set forth in Section 6.4. 8. Suspension; Deletion of Schedule. If inclusion of the Work threatens to delay City's Project, City may direct EnLink to suspend or delete all or part of the Work and terminate this Agreement. City will immediately notify EnLink in writing and will be responsible for all costs and expenses incurred through the date of termination (including non -cancellable items but minus amounts previously paid); upon final payment to EnLink (or completion of the Parties' reconciliation as contemplated in Section 6.5) will provide any completed Work -related documents. 9. Records; Audit. During the progress of the Work and for two (2) years after final payment, each Party shall maintain records and accounts pertaining to the Work and make them available during normal business hours for inspection and audit by the other Party; copies will be furnished upon request at the requesting Party's cost. If litigation, claim, or audit is commenced, records shall be retained until resolution, even if beyond two (2) years. To the extent City retains any books or records of EnLink's as a result of any inspection, audit, Litigation, or claim, and a request for disclosure thereof is made of City pursuant to the Texas Public Information Act, City will promptly notify EnLink so that it can appeal such disclosure. 10. Dispute Resolution. If a dispute arises during performance of the Work, the Parties will negotiate at the management level. Failing resolution, the Parties will enter mediation and/or arbitration before any other legal remedy; each Party bears its own fees and costs and will equally share mediator or arbiter costs. 11. Intentionally Omitted. 12. Independent Contractor. Each Party is an independent contractor; neither Party's employees, contractors, subcontractors, or consultants shall be deemed employees of the other Party. This Agreement does not create any partnership, distributorship, agency, employer -employee relationship, joint venture, or similar relationship. 13. Term: Termination. Preliminary Engineering and Reimbursement Agreement Page 4 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) #12906905v4 13.1. Term. This Agreement is effective as of the Effective Date and continues until completion of the Preliminary Activities and final reconciliation, unless earlier terminated under Section 8 or this Section. 13.2. Termination for Convenience. Either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party. In such event, City shall reimburse EnLink for all actual costs and expenses incurred up to the date of termination (including non -cancellable items but minus amounts previously paid), consistent with Sections 6.4 and 6.5, and upon final payment to EnLink (or completion of the Parties' reconciliation as contemplated in Section 6.5), EnLink shall provide any completed Work -related documents to City. 13.3. Termination for Nonpayment or Nonapproval. If City fails to timely make the prepayment or to approve and fund an increase to the Estimated Cost under Section 6.4, EnLink may suspend performance and either Party may terminate this Agreement; City shall promptly reimburse EnLink for all costs and expenses incurred through the date of termination (including non -cancellable items), minus amounts previously paid. 13.4. Continuing Obligations. Termination does not relieve the Parties of payment, audit, indemnity, or records -retention obligations that accrued prior to termination or that survive termination. 14. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, excluding its conflict of laws rules. Venue for any legal action to enforce rights or obligations under this Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas, and each Party shall be responsible for its own attorneys' fees and costs. 15. Amendments; Entire Agreement. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. This Agreement, including its exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether oral or written. 16. Notices. All notices under this Agreement shall be in writing and deemed given when delivered by hand, nationally recognized overnight courier, or certified U.S. mail (return receipt requested) to the addresses below, or to such other address as a Party may designate by prior written notice: City: City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102, Attention: Lauren Prieur, P.E., Director, Transportation & Public Works Department; Telephone: (817) 392-6035; Email: Lauren.prieur@fortworthtexas.gov EnLink: EnLink North Texas Gathering, LP, c/o ONEOK, 100 W. Fifth Street, Tulsa, Oklahoma 741030, Attention: Colin Brammell, Real Estate Services Agent Coordinator — OK & NTX; Telephone: (405) 422-8919; Email: Preliminary Engineering and Reimbursement Agreement Page 5 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) #12906905v4 colin.brammell@oneok.com 17. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, together constituting one instrument. Signatures delivered electronically or by PDF shall be deemed originals. 18. Exhibits. Exhibit A (Preliminary Activities) is attached and incorporated by reference. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below their respective signatures, but effective as of the Effective Date. ----- Signature pages and exhibit follow. ----- Preliminary Engineering and Reimbursement Agreement Page 6 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) #12906905v4 CITY: City of Fort Worth, a Texas home -rule municipal corporation cvl� ---) Jesica McEachern, Asst. City Manager Signed on the 10 day of July , 2026. Approval Recommended: 01°. %',U..,n. Lauren Prieur (Jul 9, 2026 08:15:17 CDT) Lauren Prieur, P.E., Director Transportation & Public Works Department 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. �t oO�Qit vL Mitchell Ai[on (Ad 8. 2026 08-28:05 CDT) Mitch Aiton, P.E., Sr. Project Manager Transportation & Public Works Department Approved as to Form and Legality: L4A'rffU,-G. ColG; f r Larry Collister, Sr. Asst. City Atty. City Secretary Contract No.: 65506 po! FoerPo �yada Attest: Pao ppPp Jannette Goodall City Secretary Preliminary Engineering and Reimbursement Agreement (City of Fort Worth and EnLink North Texas Gathering, LP) OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 7 of 9 #12906905v4 ENLINK: EnLink North Texas Gathering, LP, a Texas limited partnership, by and through its general parter, EnLink Energy GP, LLC, a Delaware limited liability company DocuSigned by: By: Name: eUaine Title: Director- Real Estate Services Signed on the day of LInitial Initial I'�i WJ , 2026. Preliminary Engineering and Reimbursement Agreement (City of Fort Worth and EnLink North Texas Gathering, LP) Page 8 of 9 #12906905v4 Exhibit A Preliminary Activities 1. Coordinate with City and exchange information with City regarding City's roadway improvement plans. 2. Perform survey activities relating to the potential abandonment, removal, and/or relocation of certain EnLink owned or operated pipelines and/or facilities on property owned or controlled by City. 3. Determine required modifications to EnLink owned or operated pipelines and/or facilities on property owned or controlled by City necessary to accommodate City's roadway improvement plans. 4. Perform due diligence on applicable EnLink agreements to determine modifications necessaryto address proposed modifications to EnLink owned or operated pipelines and/or facilities. 5. Prepare KMZ, CAD files, and alignment sheets showing proposed modifications to EnLink owned or operated pipelines and/or facilities on property owned or controlled by City for City's review. Preliminary Engineering and Reimbursement Agreement Page 9 of 9 (City of Fort Worth and EnLink North Texas Gathering, LP) #12906905v4 FORTWORTH. Routing and Transmittal Slip Transportation & Public Works Department DOCUMENT TITLE:_Wagley Robertson EnLink Relocation M&C: N/A CPN: 104154 CSO: N/A DOC#: N/A Date: 6/24/2026 To: Name Department Initials Date Out 1. Mitch Aiton TPW - Signature kfi 07/08/2026 2. Raul Lopez TPW - Approval 07/08/2026 3. Lissette Acevedo TPW - Approval CA 07/08/2026 4. Patricia Wadsack TPW - Approval -� 07/08/2026 5. Lauren Prieur TPW — Signature X xfl vf1e 07/09/2026 6. Larry Collister Legal — Signature 07/09/2026 7. Jesica McEachern CMO — Signature} 07/10/2026 8. Jannette Goodall CSO - Signature e<<e o d „ 07/13/2026 9. TPW Contracts CC: Program Manager, Sr. CPO, TPW BSPAP Recon Team, TPW Records Room, TPW Contracts DOCUMENTS FOR CITY MANAGER'S SIGNATURE: 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, Jay will review and take the next steps. NEEDS TO BE NOTARIZED: ❑YES ®No RUSH: ❑YES ®No SAME DAY: ❑YES ®No NEXT DAY: ❑YES ®No ROUTING TO CSO: ®YES ❑No Action Required: ❑ Attach Signature, Initial and Notary Tabs ❑ As Requested ® For Your Information ® Signature/Routing and or Recording ® Comment ❑ File Return To: Please notify TPWContracts(ajortworthtexas.gov for pickup when complete. Call ext. 7233 or ext. 8363 with questions. Thank you! FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: EnLink North Texas Gathering, LP Subject of the Agreement: Robertson Road Project Preliminary Engineering and Reimbursement Agreement for the Wagley M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes 0 No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No @ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 0 *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 104154 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.