Contract - Seminole Pipeline Company, LLC - 6/13/2024 Enterprise ID: DB #19845
REIMBURSEMENT AGREEMENT
THIS REIMBU%SEME AGREEMENT (this "Agreement") is made and entered
into and effective
this
of 2024 (the "Effective Date"), by and
between SEMINOLt PIPELINE COMPANY, LLC, a Texas limited liability company
("Enterprise") whose mailing address is P.O. Box 4324, Attn: Land Department, Houston,
Texas 772104324, and the CITY OF ROUND ROCK ("Payor" whose mailing address is
221 E Main St,Round Rock,TX 78664,
WITNESSETH:
WHEREAS, Payor possesses and uses land in Williamson County, Texas, more
specifically identified as that certain 6.8 acre tract of land located in the Thomas Glasscock
Survey, Abstract No. 255, being more particularly described in that certain Memorandum of
Possession and Use Agreement from Nelson Homestead Family Partnership, Ltd. to City of
Round Rock, Texas dated October 16, 2023, recorded as Instrument Number 2023088946 in
the Official Public Records of Williamson County, Texas; and
WHEREAS, Payor owns land in Williamson County, Texas, more specifically
identified as that certain 0.319 acre tract of land situated in the John L. Justice Survey,
Abstract No. 356, in Williamson County and more fully described by metes and bounds in
Exhibit"A"(Parcel 9); and all of that certain 3.821 acre tract of land out of and situated in the
John L. Justice Survey, Abstract No. 356 more particularly described in that certain Deed —
County Road 112 Right of Way Agreement from North Paloma Lake Development, Inc. to
City of Round Rock,Texas dated June 21, 2023, recorded as Instrument Number 2023051479
in the Official Public Records of Williamson County, Texas; (collectively the"Property');
WHEREAS, Enterprise holds a certain right-of-way and easement upon, over, under
and through the Property from Tom E.Nelson,Jr. to Seminole Pipeline Company dated June 1,
1981, recorded in Volume 844,Page 659 of the Deed Records of Williamson County,Texas and
Thomas Edward Nelson, Jr. aka T.E. Nelson, Jr., Individually and as Trustee, to Seminole
Pipeline Company dated July 14, 1992, recorded in Volume 2169, Page 795 of the Official
Public Records of Williamson County,Texas(the"Easement");
WHEREAS, Enterprise owns and operates a pipeline commonly known as Seminole
Mainline — LID 1 (such pipeline, together with any related valves, equipment and other
appurtenances, collectively referred to as the "Facilities") that runs through the Property
pursuant to the Easement;
WHEREAS, Payor seeks to construct CR 112 Road Widening Project, which will
traverse the Easement and Facilities as shown on plans attached hereto as Exhibit A (the
"Protect");
R --WO-142-
WHEREAS, in order to accommodate the Project, Payor has requested Enterprise to
perform certain modifications to the Facilities, as depicted in the plans and scope of work
attached as Exhibit B (the"Work"); and
WHEREAS, Enterprise, under the terms hereinafter stated, has evaluated the Project
and is willing to perform the Work to accommodate the Project, provided that Payor
reimburses Enterprise for 100%of its actual costs, both direct and indirect, of performing the
Work.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, Enterprise agrees to perform the Work subject to the following terms and
provisions:
1. Payor may, at its own expense, inspect the Work by Enterprise hereunder, to
assure itself that the Work is being performed in compliance with the needs of Payor and in
accordance to Exhibit A.
2. Payor agrees to bear 100%of the Actual Costs for Enterprise to accomplish the
Work. "Actual Costs"means all direct and indirect costs incurred by Enterprise related to the
Work, including, but not limited to, labor, materials, construction damages, contractors' fees,
construction overhead, inspection costs, costs of permits and approvals, general and
administrative costs, taxes, engineering costs, and legal fees relating to the Work. Payor
recognizes that Enterprise may use one or more contractors to perform the Work.
3. The preliminary estimate of Actual Costs for the Work is $575,600, as itemized
on Exhibit C attached hereto (the "Cost Estimate"). Final Actual Costs may be more or less
than the Cost Estimate, which shall not be construed as a limitation or cap of the Actual Costs
for such Work that are to be reimbursed by Payor.
4. Payor will advance the total amount of the Cost Estimate prior to the
commencement of the Work by Enterprise. A check made payable to "Seminole Pipeline
Company, LLC" for the amount of the Cost Estimate (the "Prepayment") will be presented by
Payor to Enterprise with two original counterparts of this Agreement executed by Payor.
Should Payor's check not clear, and the funds therefore are not received in Enterprise's
account,this Agreement shall automatically terminate.
5. Within 120 days following the completion of the Work, Enterprise shall
provide Payor with an accounting of the Actual Costs and, after applying the Prepayment as a
credit,will provide Payor an invoice for the balance owed to Enterprise. Payor agrees to pay the
full amount of such invoice within thirty (30) days of receipt by Payor. If the Actual Costs are
less than the Prepayment, the remaining Prepayment shall be refunded to Payor within thirty
(30) days of completing the final accounting.
6. In the event that the existence, construction, operation, maintenance,relocation,
or removal of the Project described herein causes Enterprise to incur any additional cost for the
installation, operation, maintenance, protection, repair and inspection of the Facilities, or the
cleanup or handling of any spills of petroleum products, Payor, and its successors or permitted
assigns, agrees to reimburse Enterprise for any and all such costs that would not have been
incurred but for the existence of the Project.
7. Excepting claims arising from the willful misconduct of the other party, but
notwithstanding anything to the contrary contained elsewhere herein, neither Payor nor
Enterprise shall be liable to the other for consequential, incidental, exemplary, indirect or
punitive damages or lost profits, REGARDLESS OF WHETHER SUCH CLAIM IS BASED, OR
CLAIMED TO BE BASED, ON NEGLIGENCE, FAULT, BREACH OF WARRANTY, BREACH OF
AGREEMENT,STATUTE,STRICT LIABILITY OR OTHERWISE. Any recovery under this Agreement
shall by limited to the parties' direct damages(exclusive of any lost profits).
8. Payor shall perform all operations and construction activity on the Project above
or adjacent to the Facilities in a workmanlike and safe manner and in conformance with all
applicable industry and governmental standards and conditions that may be imposed by
Enterprise from time to time. No construction activity on the Project by or behalf of Payor shall
be performed over,across, or adjacent to the Facilities until the Work has been completed.
9. Payor agrees that no work will be performed on the Project in violation of the
Texas Underground Facility Damage Prevention and Safety Law, commonly known as the
Texas One-Call law.
10. INDEMNIFICATION.
(A) GENERAL INDEMNITY: EXCEPT WITH RESPECT TO CLAIMS RELATING TO
BODILY INJURY OR DEATH OF AN EMPLOYEE(AS DEFINED IN PARAGRAPH (B)BELOW),PAYOR
AGREES TO AND SHALL TO THE FULLEST EXTENT PERMITTED BY LAW, DEFEND, INDEMNIFY
AND HOLD HARMLESS (COLLECTIVELY "INDEMNIFY") ENTERPRISE, ITS AFFILIATES,
PARTNERS, MEMBERS, DIRECTORS, OFFICERS, AGENTS, CONTRACTORS AND EMPLOYEES
(COLLECTIVELY THE "INDEMNIFIED PARTIES" OR INDIVIDUALLY AN "INDEMNIFIED PARTY")
FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, DEMANDS, INJURIES,
JUDGMENTS,CAUSES OF ACTION,SUITS, AND LIABILITY OF EVERY KIND,INCLUDING,BUT NOT
LIMITED TO, ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEY'S FEES
(COLLECTIVELY "CLAIMS"), FOR BODILY OR PERSONAL INJURIES, INCLUDING, BUT NOT
LIMITED TO, DEATH, TO ANY PERSON OR DAMAGES TO OR DESTRUCTION OF PROPERTY,
INCLUDING, BUT NOT LIMITED TO, THE LOSS OF USE THEREOF, ACTUALLY OR ALLEGEDLY
CAUSED BY,CONTRIBUTED TO OR ARISING OUT OF,IN WHOLE OR IN PART,THE PROJECT,THE
WORK, THE CONSTRUCTION OF THE PROJECT OR THE WORK, OR THIS AGREEMENT,
INCLUDING,BUT NOT LIMITED TO, CLAIMS CAUSED BY,CONTRIBUTED TO OR ARISING OUT OF,
IN WHOLE OR IN PART, THE NEGLIGENCE, GROSS NEGLIGENCE, BREACH OF WARRANTY,
BREACH OF CONTRACT,VIOLATION OF ANY STATUTE,RULE OR REGULATION OR OTHER ACT OR
OMISSION BY PAYOR OR ITS AGENTS, CONTRACTORS OR EMPLOYEES, OR ANY OTHER PARTY
FOR WHOSE ACTS PAYOR IS LIABLE (EACH A "PAYOR PARTY"). PAYOR'S OBLIGATION TO
INDEMNIFY SHALL APPLY EVEN IF SUCH CLAIMS ARE ACTUALLY OR ALLEGEDLY CAUSED IN
PART BY THE STRICT LIABILITY OR THE ACTS,OMISSIONS,OR NEGLIGENCE OF AN INDEMNIFIED
PARTY,EVEN IF SUCH NEGLIGENCE OR OTHER ACTS OR OMISSIONS ARE ACTIVE OR PASSIVE,
DIRECT OR INDIRECT, SOLE OR CONCURRENT. THIS PARAGRAPH (A) IS INTENDED TO
INDEMNIFY THE INDEMNIFIED PARTIES FROM THE CONSEQUENCES OF THEIR OWN
NEGLIGENCE,AS PROVIDED ABOVE; BUT THE INDEMNIFIED PARTIES SHALL NOT BE ENTITLED
TO INDEMNIFICATION UNDER THIS PARAGRAPH (A)FOR ANY CLAIMS TO THE EXTENT CAUSED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED PARTY.
NOTWITHSTANDING THE FOREGOING, IF SUBCHAPTER C OF CHAPTER 151 OF THE TEXAS
INSURANCE CODE APPLIES TO THIS AGREEMENT,THIS INDEMNITY PROVISION SHALL NOT APPLY
TO THE EXTENT THAT IT REOUIRF.S PAYOR TO INDEMNIFY AN INpUNIFIED PARTY AGAINST A
CLAIM CAUSED BY THE NEGLIGENCE OR FAULT, THE BREACH OR VIOLATION OF A STATUTE,
OVE REGULATION, STANDARD. OR RULE, OR THE BREACH OF
ONTgACT OF AN INDEMNIFIED PARTY,ITS AGF.Nj OR EMPLOYEE,OR ANY THIRD PARTY UNDER
THE CONTROL OR SUPERVISION OF AN INDEMNIFIED PARIX, OTHER THAN PAYOR OR ITS
A fjFNTS.EMPL!2YEES OR CONTRACTORS OF ANY TIER.
(B) INDEMNITY FOR EMPLOYEE CLAIMS: PAYOR AGREES TO AND SHALL
INDEMNIFY TO THE FULLEST EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES
FROM AND AGAINST ANY AND ALL CLAIMS FOR THE BODILY INJURY OR DEATH OF ANY
EMPLOYEE OF (I) PAYOR, (II) ANY OTHER PAYOR PARTY OR (III) THEIR RESPECTIVE
AGENTS (COLLECTIVELY"EMPLOYEE" FOR THE PURPOSE OF THIS SECTION),ACTUALLY OR
ALLEGEDLY CAUSED BY, CONTRIBUTED TO OR ARISING OUT OF, IN WHOLE OR IN PART, THE
PROJECT, THE WORK, THE CONSTRUCTION OF THE PROJECT OR THE WORK, OR THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO, CLAIMS DUE TO NEGLIGENCE, GROSS
NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, VIOLATION OF ANY STATUTE,
RULE OR REGULATION OR OTHER ACT OR OMISSION BY ANY PAYOR PARTY OR EMPLOYEE.
PAYOR'S OBLIGATION TO INDEMNIFY SHALL APPLY EVEN IF SUCH CLAIMS ARE ACTUALLY OR
ALLEGEDLY CAUSED IN WHOLE OR IN PARTY BY THE STRICT LIABILITY OR THE ACTS,
OMISSION, OR NEGLIGENCE OF AN INDEMNIFIED PARTY, REGARDLESS OF WHETHER SUCH
NEGLIGENCE OR OTHER ACTS OR OMISSIONS ARE ACTIVE OR PASSIVE, DIRECT OR INDIRECT,
SOLE OR CONCURRENT. THIS PARAGRAPH (B) IS INTENDED TO INDEMNIFY THE INDEMNIFIED
PARTIES FROM THE CONSEQUENCES OF THEIR OWN NEGLIGENCE,AS PROVIDED ABOVE.
11. Nothing in this Agreement shall be deemed to constitute any release,
relinquishment, abandonment, modification, or subordination of any right, title or interest
Enterprise may have in the Easement.
12. If any party to this Agreement is unable to perform a requirement(or is delayed
in performance) under this Agreement, but such party is diligently working to cure the cause of
the inability or delay, such party shall not be liable for any losses or damages due to delay or
failure to perform, to the extent such delay or failure is caused (a) by events or circumstances
that are beyond its reasonable control or(b) by events or circumstances that make performance
impossible or impractical. Such events or circumstances include, without limitation, acts of
God, inclement weather, acts of war, riots, strikes, lockouts, acts of landowners, acts of
government in sovereign or contractual capacity, shortages of or delays in delivery of necessary
supplies or materials, accident, fire, water damages, flood, earthquake, tomado or any other
natural catastrophes.
13. This Agreement, including its exhibits, constitutes the entire agreement of the
parties with respect to the Work and reimbursement therefor to Enterprise by Payor, replacing
and superseding all oral and/or written prior discussions, representations, and agreements
pertaining to the Work and reimbursement therefor.
14. This Agreement shall be binding on and inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, personal representatives, legal
representatives,successors, and assigns.
15. If any term or other provision of this Agreement is deemed invalid, illegal, or
incapable of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall remain in full force and effect. Upon such determination,the
parties shall negotiate in good faith to modify this Agreement so as to give effect the original
intent of the parties, as closely as possible and in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
16. This Agreement shall not be amended or modified in any manner, including the
conduct of the parties,except in writing and duly signed by the parties hereto.
17. This Agreement was fully negotiated by the parties with each having been
afforded the right to legal counsel and shall be deemed to have been drafted by both parties.
18. Neither party shall assign this Agreement without the prior written consent of
the other party. Any such attempted assignment shall be void.
19. This Agreement shall be governed by, and interpreted and construed in
accordance with, the laws of the State of Texas, without regard to any of its principles of
conflicts of laws that would make applicable the laws of any other jurisdiction.
20. In the event that Payor breaches any of the terms, covenants, or provisions of
this Agreement, and Enterprise retains counsel and/or commences litigation to enforce any
provisions of this Agreement and prevails, the cost of attorneys' fees and the attendant costs
and expenses will be payable to Enterprise by Payor upon demand.
21. This Agreement may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and any of the parties hereto may
execute this Agreement by signing any such counterpart.
[Remainder of Page Left Blank,Signatures Contained on Next
Page]
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates below
their respective signatures,but effective for all purposes as the Effective Date.
ENTERPRISE:
SEMINOLE PIPELINE COMPANY,LLC
By: � -j �u
Name: Kyle L. Webster
Title: Agent and Attorney-in-Fact
r
Date: Z�
PAYOR:
CITY OF ROUND ROCK
By: — & Ph z
Name: Craig M rgan
Title: Mayor
Date:
Enterprise ID: DB 919845
EXHIBIT A
Description of the Project
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Enterprise ID: DB #19845
EXHIBIT B
Description of the Work(Plans and Scope)
EI-4iterprise Noducts"
AFE Project No.: DB 19845
Project Title: City of Round Rock CR112 Roadway,Williamson County,TX
City/County/State: Williamson County,TX.
Date:4/23/23
PRELIMINARY SCOPE OF WORK—CASING EXTENSION
The existing 14-inch LID 1 "Seminole Mainline" pipeline will require —85' of 16-ich diameter CASING
EXTENSION to accommodate the expansion of CR 112 and the proposed highway right of way
acquisition, Scope includes filling casing with inhibitive wax—150 feet total.
1. Contractor shall make one-call
2. Set approved traffic control signs and barriers as needed.
3. Furnishing and installing timber matting as required by work conditions.
4. Contractor to excavate and expose pipeline.The excavation buffer zone around the existing pipe
of 18"+Y:of Pipe Diameter.
5. Contractor shall adequately support the pipeline with stable materials(sand bags/cement
bags) not exceeding 10 ft. apart.
6. Contractor shall remove pipeline existing coating and test for Asbestos Containing Materials
(ACM). If ACM exist, disposed in accordance with Enterprise Asbestos Removal Procedure
(Coordinate with Operations).
7. Contractor shall sand blast the pipe to SSPC-SP 10 Near-White Blast Cleaning.
8. Inspect pipeline(By Enterprise NDE Contractor)
9. Contractor shall recoat carrier pipe minimum 30 mils of Specialty Polymer Coating"SP-2888 R.G.
10. Supply and install Advance Products&Systems with neoprene rubber casing insulator or
equivalent at maximum spacing of 8 ft.on center and 4 ft. max.from the end of casing.
11. Furnish and weld a 2" wide,%" thick steel backing strip along the longitudinal welds of the split
casings to prevent damage to the existing carrier pipe and coating during the welding of the split
casing.
12. Install and weld the split casings over the existing pipeline.
13. Supply and install Thunderline link-Seals or equivalent on the end of the casing pipe.
14. Supply& pump Indrawax 8070 wax or equivalent
15. Cut off and dispose the existing casing vents approximately 6 inches above the existing casing.
Cap the existing vents weld caps.
16. Install vent pipe on casing from the top of the casing pipe and extend vent pipe to 4 feet above
the existing ground.
17. Install new casing CP Test Station per the direction of the Operations.
18. Backfilling of excavated trench using stabilize sand to top of casing.Continue backfill and the
rest with previously excavated material. Compact to 95% of standard proctor (compaction
report required)
19. Restore work site to original condition or better.
20. Demobilize from site.
Notes: The contractor will supply all labor,materials including casing accessories,mats, equipment and
consumables except CP test stations and and its associated parts. NOTE: Buy America Casing,
Vent Pipe and flat bar by Enterprise. Casing insulations,end seal and boot by contractor
Reference Drawings: See Markup Plans
Enterprise Contacts: Project Manager: Jonathan C.Reyes JREYESAeprod.com 713-381-3334
2
Enterprise ID: DB 419845
EXHIBIT C
Cast Estimate
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