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R-11-04-28-12C3 - 4/28/2011RESOLUTION NO. R -11-04-28-12C3 WHEREAS, the City of Round Rock wishes to enter into a Reimbursement Agreement with Atmos Energy Corporation ("Atmos") for the relocation of gas pipelines owned by Atmos in connection with the Red Bud Lane Phase IV Project, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City said Reimbursement Agreement with Atmos Energy Corporation, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 28th day of April, 2011. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: )0444)1_-. (Atvt7k- SARA L. WHITE, City Secretary O:\wdo x\S CClnts\01121104\MUNI CI PAL\00219968. DOC/rmc EXHIBIT REIMBURSEMENT AGREEMENT ■ All This Reimbursement Agreement ("Agreement') made this day of April, 2011, by and between ATMOS ENERGY CORPORATION, a Texas and Virginia corporation, having a business address at 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240 ("Atmos") and the CITY OF ROUND ROCK, a Texas home -rule municipal corporation, having a business address at 221 East Main Street, Round Rock, Texas ("CORR"). WITNESSETH: WHEREAS, CORR is proposing to construct a concrete fence along a portion of CR 122 (the "Project"); and WHEREAS, Atmos has a gas lines that are in conflict with the CORR's project; and WHEREAS. CORR has requested that Atmos relocate or cause to be relocated their gas lines to accommodate the proposed improvements; and WHEREAS, Atmos has agreed to the relocation it facilities as shown on the plans attached hereto as Exhibit "A" and made a part hereof ("Relocation Services") and has prepared a good faith cost estimate set forth on Exhibit "B" attached hereto and made a part hereof ("Estimate"); and WHEREAS, CORR agrees to reimburse Atmos for 50% of the actual expenses incurred by Atmos related to the Relocation Services requested by CORR. NOW, THEREFORE, in consideration of mutual promises contained herein, the parties agree as follows: 1. Atmos agrees to provide the Relocations Services to install approximately 800 feet of 6 -inch poly II gas main, and abandon in place approximately 775 feet of existing 6 -inch poly II gas main. The starting date will be fixed by mutual agreement of the parties hereto and Atmos shall use commercially reasonable efforts to complete the Relocation Services in accordance with the Schedule, subject however, to delays caused by persons or events outside the reasonable control of Atmos. 2. The actual cost of the relocation is estimated to be $140,362.20. CORR agrees to reimburse Atmos 50% of the actual costs of the Relocation Services, an amount estimated to be $70,181.10. Atmos shall submit. to CORR a detailed written report itemizing the total costs incurred, including all supporting information documenting all amounts incurred for which reimbursement is claimed and verifying that the Relocation Services are in accordance with the requirements of this Agreement and that any change orders increasing the cost for the Relocation Services above the threshold described below were submitted and approved by CORR prior to incurring such additional costs. Upon Completion of the Relocation Services, Atmos shall present CORR with a detailed invoice of the actual Relocation Services performed and CORR agrees to make, within thirty (30) days from the date of the properly detailed invoice, a one-time reimbursement payment of the actual costs. In the event, after actual solicitation of bids, the estimated costs of the Relocation Services exceed the Cost Estimate by 10% or more, then, prior to incurring such additional expense, Atmos shall submit the additional costs to CORR for approval, which approval shall not be unreasonably withheld, delayed, or conditioned. Any request for approval made by Atmos in writing and not specifically approved or disapproved within 5 business days shall automatically be deemed approved by CORR. Neither enhancement nor betterment costs shall be reimbursed by CORR. 3. The obligation of CORR to make a cost reimbursement payment under this Agreement does not constitute a general obligation or indebtedness of CORR for which CORR is obligated to levy, 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 gas line in order to prevent damages to the gas line. 5. Not withstanding any other provisions 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 the Agreement and the performance or non- performance of obligations hereunder. 6. Atmos agrees to indemnify and hold harmless CORR, its agents and employees, against and from any and all liability, loss and expense and shall defend all claims, resulting from the loss of life or damage or injury to persons or property directly or indirectly resulting from the work performed by Atmos to the extent such loss, damage or injury, is caused by the negligence or willful misconduct of Atmos 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 Atmos: (i) Atmos shall be notified in writing promptly of any and all claims, liability, loss and expense for which CORR seeks indemnification from Atmos, and (ii) Atmos shall have sole control of the defense of any and all claims, liability, loss and expense and all negotiations for their settlement of compromise. 7. This Agreement shall be enforceable in Round Rock, Williamson County, 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 Williamson 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. Notwithstanding the foregoing, it is understood that Atmos intends to contract the Relocation Services work to a general contract, which will in turn may subcontract all or part of the Relocation Services. 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 be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provisions 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 ROUND ROCK ATMOS - ERGY CORP 1 RATION By: By: Alan McGraw, Mayor ATTEST: By: Sara White, City Secretary APPROVED AS TO FORM: By: Stephan L. Sheets, City Attorney 06' obert '' . Co reside t perations id Tex Division flh 0 # V _ 9< ( )] ¥8t § /\k)E(\k{\1%!I! CD cu I/\�)\])%:#!a¥«22] •!<I«.■�>aa�l;§m!& - �2 aa3g.a.a ;,� -00 20 s22 .- o !e�!!)9%!!®a! /\\._Vo0 r]] k)}�}} i;;!l;A,E!!cTJ«oo;: k|||)/SOoaa)m§",)r. Project Cost Estimate CR 122 Gas Main Relocation to eliminate conflict with proposed concrete fence Config # / 1480615 Williamson County, Texas • Atmos Labor: $5,000.00 Design & Inspection of Work • Contractor Labor: $70,200.00 Bore, Vac Truck, Shoring Equip, Traffic Control • Material: $4,000.00 Pipe & Fittings • Overheads: $39,600.00 @ 50% • Interest Carrying Cost $21,562.20 @ 18.15% Total Cost $140,362.20 Approximately 800 ft of 6 -inch IP Poly II will be relocated along Cr. 122 to eliminate conflict. Installing approx. 800 ft. of 6 -inch IP Poly II Pipe. Abandon approx. 775 ft of 6 -inch IP Poly II Pipe The City of Round Rock would be responsible for half the cost, $70,181.10 After project is complete, the final cost will be based on the actual cost and a true -up will be performed at that time. ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY Agenda Item No. 12C3. City Council Agenda Summary Sheet Agenda Caption: Consider a resolution authorizing the Mayor to execute a Reimbursement Agreement with Atmos Energy Corporation for the relocation of gas lines required by the Red Bud Lane Phase IV Project. Meeting Date: April 28, 2011 Department: Infrastructure Development and Construction Management Staff Person making presentation: Tom Word, P.E. Chief of Public Works Operations Item Summary: This agreement with Atmos Energy Corporation (Atmos) will facilitate the relocation of a gas line along the west side of Red Bud Lane. This agreement will commit the City to fund 50% of the relocation. The Red Bud Lane Phase IV Project provided for the reconstruction of Red Bud Lane from County Road 123 south to Woodland Lane. The construction contract included corridor fencing along the single-family lots in Forest Bluff Subdivision on the west side of Red Bud Lane from south of County Road 123 to north of Forest Ridge Boulevard. The roadway reconstruction is substantially complete. However, when the corridor fencing portion of the project was commencing, a gas line was discovered to be in conflict with the fencing. The City contacted Atmos during the design of the project in an effort to determine if the project would potentially conflict with existing gas infrastructure. However, it appears that Atmos did not notice the proposed corridor fencing. Upon execution of this agreement, Atmos will forthwith work on relocating approximately 800 feet of the gas line. It is anticipated that the gas line relocation would be completed in 30 — 45 days. The corridor fencing is anticipated to be completed 45 - 60 days thereafter, and its completion will bring an end to the entire project. Strategic Plan Relevance: 26.0 - Construct major elements of the transportation and mobility system as approved by Council in the Master Transportation Plan. Cost: $70,180.10 Source of Funds: Round Rock Transportation Development Corporation Construction Date of Public Hearing (if required): N/A Recommended Action: Approval EXECUTED DOCUMENT FOLLOWS REIMBURSEMENT AGREEMENT This Reimbursement Agreement ("Agreement') made this 20` day of April, 2011, by and between ATMOS ENERGY CORPORATION, a Texas and Virginia corporation, having a business address at 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240 ("Atmos") and the CITY OF ROUND ROCK, a Texas home -rule municipal corporation, having a business address at 221 East Main Street, Round Rock, Texas ("CORR"). WITNESSETH: WHEREAS, CORR is proposing to construct a concrete fence along a portion of CR 122 (the "Project"); and WHEREAS, Atmos has a gas lines that are in conflict with the CORR's project; and WHEREAS. CORR has requested that Atmos relocate or cause to be relocated their gas lines to accommodate the proposed improvements; and WHEREAS, Atmos has agreed to the relocation it facilities as shown on the plans attached hereto as Exhibit "A" and made a part hereof ("Relocation Services") and has prepared a good faith cost estimate set forth on Exhibit "B" attached hereto and made a part hereof ("Estimate"); and WHEREAS, CORR agrees to reimburse Atmos for 50% of the actual expenses incurred by Atmos related to the Relocation Services requested by CORR. NOW, THEREFORE, in consideration of mutual promises contained herein, the parties agree as follows: 1. Atmos agrees to provide the Relocations Services to install approximately 800 feet of 6 -inch poly II gas main, and abandon in place approximately 775 feet of existing 6 -inch poly II gas main. The starting date will be fixed by mutual agreement of the parties hereto and Atmos shall use commercially reasonable efforts to complete the Relocation Services in accordance with the Schedule, subject however, to delays caused by persons or events outside the reasonable control of Atmos. 2. The actual cost of the relocation is estimated to be $140,362.20. CORR agrees to reimburse Atmos 50% of the actual costs of the Relocation Services, an amount estimated to be $70,181.10. Atmos shall submit to CORR a detailed written report itemizing the total costs incurred, including all supporting information documenting all amounts incurred for which reimbursement is claimed and verifying that the Relocation Services are in accordance with the requirements of this Agreement and that any change orders increasing the cost for the Relocation Services above the threshold described below were submitted and approved by CORR prior to incurring such additional costs. Upon Completion of the Relocation Services, Atmos shall present CORR with 12-1(-v4 1>i3,-12.13 a detailed invoice of the actual Relocation Services performed and CORR agrees to make, within thirty (30) days from the date of the properly detailed invoice, a one-time reimbursement payment of the actual costs. In the event, after actual solicitation of bids, the estimated costs of the Relocation Services exceed the Cost Estimate by 10% or more, then, prior to incurring such additional expense, Atmos shall submit the additional costs to CORR for approval, which approval shall not be unreasonably withheld, delayed, or conditioned. Any request for approval made by Atmos in writing and not specifically approved or disapproved within 5 business days shall automatically be deemed approved by CORR. Neither enhancement nor betterment costs shall be reimbursed by CORR. 3. The obligation of CORR to make a cost reimbursement payment under this Agreement does not constitute a general obligation or indebtedness of CORR for which CORR is obligated to levy, 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 gas line in order to prevent damages to the gas line. 5. Not withstanding any other provisions 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 the Agreement and the performance or non- performance of obligations hereunder. 6. Atmos agrees to indemnify and hold harmless CORR, its agents and employees, against and from any and all liability, loss and expense and shall defend all claims, resulting from the loss of life or damage or injury to persons or property directly or indirectly resulting from the work performed by Atmos to the extent such loss, damage or injury, is caused by the negligence or willful misconduct of Atmos 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 Atmos: (i) Atmos shall be notified in writing promptly of any and all claims, liability, loss and expense for which CORR seeks indemnification from Atmos, and (ii) Atmos shall have sole control of the defense of any and all claims, liability, loss and expense and all negotiations for their settlement of compromise. 7. This Agreement shall be enforceable in Round Rock, Williamson County, 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 Williamson 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. Notwithstanding the foregoing, it is understood that Atmos intends to contract the Relocation Services work to a general contract, which will in turn may subcontract all or part of the Relocation Services. 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 be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provisions 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 ROUND ROCK ATMOS ERGY CORP 1 RATION By: 0 ni) Alan McGraw, Mayor ATTEST: By: Zi . 1kV, Sara White, City Secretary APPROVED AS TO FORM: L. Sheets, City Attorney obert '' . Co reside t perations id Tex Division J C O 9 ° � J O p Q' N J d el- 0 a° 'i 0 E m ~ c cc m y m 2 m m 5 c n 8 y 2 m A 0 F J C O 15 l ! 2-7.?; g c d; y1 C p N C C 2 p o c m Q o c o a c 2i;'—F. d o d= a cR o° 9 m g m o m a= J 8 C yy CD J ; €2 t' L'-' a,o1 U'O Va291N QaJ = C y N Q$ 8 O p 5. Q C a y0 Ni N 9 N O O p> o O g d d f/1 Y 'O fn () is I X C q p 0. 0 y O° t0 c c c c� n 3 U���� Q Q r�� .c0 .t0 'm N c p 2 o y N m 0 n a a °m c G m m m- U W ILL cc K R' co 2 U U g J m a (7 I I I A LL ll°(D•• a 43 u r'6' o FOREST BLUFF TRL FOREST BLUFF TRL Project Cost Estimate CR 122 Gas Main Relocation to eliminate conflict with proposed concrete fence Config # / 1480615 Williamson County, Texas • Atmos Labor: $5,000.00 Design & Inspection of Work • Contractor Labor: $70,200.00 Bore, Vac Truck, Shoring Equip, Traffic Control • Material: $4,000.00 Pipe & Fittings • Overheads: $39,600.00 @ 50% • Interest Carrying Cost $21,562.20 @ 18.15% Total Cost $140,362.20 Approximately 800 ft of 6 -inch IP Poly II will be relocated along Cr. 122 to eliminate conflict. Installing approx. 800 ft. of 6 -inch IP Poly II Pipe. Abandon approx. 775 ft of 6 -inch IP Poly II Pipe The City of Round Rock would be responsible for half the cost, $70,181.10 After project is complete, the final cost will be based on the actual cost and a true -up will be performed at that time.