R-13-05-09-F5 - 5/9/2013RESOLUTION NO. R -13-05-09-F5
WHEREAS, the City of Round Rock wishes to enter into a Reimbursement Agreement with
Atmos Energy Corporation ("Atmos") for the relocation of a gas line owned by Atmos in connection
with the Chisholm Trail Road Reconstruction/Chisholm Parkway Extension 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 9th day of May, 2013.
City of Round Rock, Texas
W'd, W Lbs V6 ' I tit
ATTEST: n , &4-4��' VV V ,
SARA L. WHITE, City Clerk
O:\wdox\SCC1nts\0112\ 1304\MITNICIPAL\00273 502.DOC/rmc
EXHIBIT
„A„
REIMBURSEMENT AGREEMENT
This Reimbursement Agreement ("Agreement') made this day of
, 2013, 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 in the process of widening and improving Chisholm Trail,
at the location depicted in Exhibit "A", attached hereto (the "Project"); and
WHEREAS, Atmos has a gas line that is in conflict with the Project; and
WHEREAS. CORR has requested that Atmos relocate or cause to be relocated
their gas line to accommodate Project; and
WHEREAS, Atmos has agreed to the relocation it facilities as shown on the
plans attached hereto as Exhibit "B" and made a part hereof ("Relocation Services") and
has prepared a good faith cost estimate set forth on Exhibit "C" attached hereto and made
a part hereof ("Estimate"); and
WHEREAS, CORR agrees to reimburse Atmos for 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:
Atmos agrees to provide the Relocations Services to relocate approximately
500 feet of 6 -inch poly gas pipeline and install necessary bypasses to maintain
service during tie-ins 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 93,559.00. CORR agrees to
reimburse Atmos the actual costs of the Relocation Services, an amount
estimated to be $93,559.00. 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
00273D04.DOC
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
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 fifteen (15) business days shall automatically be
deemed approved by CORR. Neither enhancement nor betterment costs shall
be reimbursed by CORR.
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. Notwithstanding 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.
2
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 contractor, 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 ENERGY CORPORATION
Alan McGraw, Mayor
ATTEST:
Lo
Sara White, City Clerk
APPROVED AS TO FORM:
LOW
Stephan Sheets, City Attorney
By:
Its:
City of Round Rock
'ROUND ROCK TEXAS
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Agenda Item Summary
Agenda Number: F.5
Title: Consider a resolution authorizing the Mayor to execute a Reimbursement
Agreement with Atmos Energy Corporation for the relocation of a gas line
required by the Chisholm Trail Road Reconstruction/Chisholm Parkway
Extension Project.
Type: Resolution
Governing Body: City Council
Agenda Date: 5/9/2013
Dept Director: Gary Hudder, Transportation Director
Cost: $93,559.00
Indexes: 2007 General Obligation Bonds
Attachments: Resolution, Exhibit A, Map
Text of Legislative File 13-254
The City Council approved the bid of Cash Construction for this project on May 24, 2012. The
scope of this project is to upgrade Chisholm Trail Road to a five -lane urban roadway with curb and
gutter section, install a new water line along Chisholm Trail Road, and extend Chisholm Trail
Parkway from its current termini to Chisholm Trail Road.
A six inch diameter pressurized natural gas pipe is located in a ten foot wide easement adjacent to
the east right-of-way along Chisholm Trail Road, just north of Chisholm Trail Parkway. The new
location of Chisholm Trail is in conflict with this pipeline. The pipeline must be relocated at the
actual cost expense to the City of Round Rock.
The good faith cost estimate for this relocation is $93,559.
Staff recommends approval.
CityofRound Rock Page 1 Printed on 5/2/2013
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EXECUIED
ORIGINAL
DOCUMENISgg
F OLLO Vz.app
REIMBURSEMENT AGREEMENT
Th!b Reimbursement Agreement ("Agreement') made this 9-k day of
2013, by and between ATMOS ENERGY CORPORATION, a Texas
and Virgi 'a 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 in the process of widening and improving Chisholm Trail,
at the location depicted in Exhibit "A", attached hereto (the "Project"); and
WHEREAS, Atmos has a gas line that is in conflict with the Project; and
WHEREAS. CORR has requested that Atmos relocate or cause to be relocated
their gas line to accommodate Project; and
WHEREAS, Atmos has agreed to the relocation it facilities as shown on the
plans attached hereto as Exhibit "B" and made a part hereof ("Relocation Services") and
has prepared a good faith cost estimate set forth on Exhibit "C" attached hereto and made
a pant hereof ("Estimate"); and
WHEREAS, CORR agrees to reimburse Atmos for 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 relocate approximately
500 feet of 6 -inch poly gas pipeline and install necessary bypasses to maintain
service during tie-ins 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 93,559.00. CORR agrees to
reimburse Atmos the actual costs of the Relocation Services, an amount
estimated to be $93,559.00. 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
00273004.DOC
R -13 -05 -D -0) -PG
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
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 fifteen (15) 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.
Notwithstanding 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
willfiil 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.
2
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 contractor, 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 ENERGY CORPORATION
By: By.
Its.
ATTEST: '
Sara White, City Clerk
APPRO AS TO F
By
Steph Sheets, City Attorney