HomeMy WebLinkAbout2011-189sAlegahour documentslordinances1111energy assets to legend consent to assign ordinance.doc
ORDINANCE NO. 2011-189
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSENT TO
ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS, BY AND BETWEEN THE CITY OF
DENTON, TEXAS ("CITY"), ENERGY ASSETS OPERATING COMPANY, LLC ("ENERGY
ASSETS") AND LEGEND GATHERING COMPANY LLC ("LEGEND"), PROVIDING THE
CONSENT OF THE CITY TO THE ASSIGNMENT OF THAT CERTAIN RIGHT OF WAY
LICENSE TO USE CERTAIN CITY PROPERTY FOR THE PLACEMENT OF TRANSMISSION
PIPELINES ("ROW LICENSE"), DATED ON OR ABOUT OCTOBER 26, 2007, BY AND
BETWEEN THE CITY AND ENERGY ASSETS, PROVIDING THE RIGHT TO USE CERTAIN
CITY PROPERTY FOR PLACEMENT OF TRANSMISSION PIPELINES AS DESCRIBED IN
THE ROW LICENSE; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton has determined that it is advisable to
consent to the transfer of the ROW License, encumbering certain real property located in the City of
Denton, Texas, as more particularly described in the ROW License, from Energy Assets to Legend,
as set forth in the Consent to Assignment and Assumption of Obligations (the "Consent"), attached
hereto and incorporated herein by reference; and
WHEREAS, the City desires to authorize the City Manager to execute the Consent with
Energy Assets and Legend; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager or his designee is hereby authorized to execute the Consent
between the City of Denton, Texas, Energy Assets Operating Company, LLC and Legend Gathering
Company LLC, as attached hereto and incorporated herein by reference.
SECTION 2. If any section, article, paragraph, sentence, clause, phrase or word in this
ordinance or application thereof to any person or circumstance is held invalid or unconstitutional by
a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions
of this ordinance, and the City Council hereby declares it would have passed such remaining portions
of this ordinance despite such invalidity, which remaining portions shall remain in full force and
effect.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the n day of hlrem) , 2011.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B
APT VED A O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
qmARK 1GHS, MAYOR
Page 2
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CONSENT TO ASSIGNMENT
AND ASSUMPTION OF OBLIGATIONS
This Consent to Assignment and Assumption of Obligations (the "Consent's is dated this
L day of ki , 2011, but effective as set forth below, by and between the
City of Denton, Texas, a Texas home rule municipal corporation ("City"), Energy Assets
Operating Company, LLC, a Delaware limited liability company ("Energy Assets") and Legend
Gathering Company LLC, a Delaware limited liability company ("Legend").
WHEREAS, pursuant to that certain Right of Way License to Use Certain City Property
for Placement of Transmission Pipelines (the "ROW License"), dated on or about October 26,
2007, the City granted to Energy Assets the right to cross roads, streets and easements under the
jurisdiction of the City, as more particularly described in the ROW License, the ROW License
being attached hereto and made a part hereof as Exhibit "A";
WHEREAS, pursuant to that certain Assignment and Bill of Sale (the "Proposed
Assignment"), dated effective February 1, 2011, and recorded in Book No. 2843, Page 215, Real
Property Records of Parker County, Texas, Energy Assets assigned, subject to the consent of the
City, the ROW License to Legend;
WHEREAS, the ROW License prohibits assignment of any portion thereof absent the
written consent of the City;
WHEREAS, the City is amenable to consenting to the Proposed Assignment upon the
terms, conditions and provisions hereof,
WHEREAS, Legend or Energy Assets, as applicable, has paid all fees related to the
transfer of the ROW License and has posted their performance bond and provided the insurance
as required by the ROW License, to and in favor of the City.
NOW THEREFORE, for and in consideration of Ten and no/100 Dollars ($10.00), the
covenants, representations and warranties provided herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged by all parties hereto,
City, Energy Assets and Legend hereby agree as follows:
1. Legend hereby expressly assumes, the same as if Legend were the original
"Licensee" under the ROW License, all obligations and responsibilities of Licensee as
provided in the ROW License for all purposes and interests. Nothing contained herein
shall be construed to release Energy Assets from any obligation or liability related to the
ROW License occurring, arising or accruing prior to the effective date of the Proposed
Assignment.
2. Energy Assets hereby represents and warrants to the City that it does not own or
possess, or have the right to own or possess, any interest or right whatsoever, present or
future, in the ROW License, as of the effective date of the Proposed Assignment, subject
to City consent as provided herein.
3. In reliance upon the representations, warranties and agreements made herein by
Legend and Energy Assets, the City hereby provides its written consent to the Proposed
Assignment, upon the terms and conditions provided herein.
4. Legend hereby provides to the City, for all notices contemplated by Section 17 of
the ROW License, the following:
Legend Gathering Company LLC
410 W. Grand Parkway South, Suite 400
Katy, Texas 77494
Attn:
5. Legend and Energy Assets hereby ratify and acknowledge the validity and
subsistence of the ROW License.
b. This Consent may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which shall constitute one and the same instrument.
2
7. The effective date of this Consent shall be February 1, 2011.
Attest:
Jennifer Walters, City Secretary
r
B
Approved as to legal form:
Anita Burgess, City Attorney
By: !�
3
City of Denton
By: �L
deorlde C. Campbell, City Manager
Legend Gathering Company LLC,
a Delaware limited liability company
I .L'
► / :1
Energy Assets Operating Company, LLC,
a Delaware lied liabiljWcompany
By: ,✓
Name:
Title:
STATE OF TEXAS
COUNTY OF DENTON §
T is instrument is acknowledged before me, on this the day of
n
2011, by GEORGE C. CAMPBELL, City Manager of the City of Denton, on
behalf of the City of Denton, Texas.
Given seal of office this day of �� 2011.
JANE E. RICHARDSON
?+ ' Notary Public, state of Texas
_t
s, ?. My Commission Expires
June 27, 2013
N ary Public
My Commission Expires:
STATE OF TEXAS
CZ COUNTY OF
This instrument was acknowledged before me on this 22rVday of 5(-pt-em6 tr ,
2011 by CQxl W'iW419 1t.11 as SVP*C-e-nerak (S-wn—SBjof Legend Gathering
Company LLC, a Delaware limited liability company, on behalf of said liability company.
and and seal of office this 2lay of SP_ptewt be+' , 2011.
J,PY �b�y COBY NATHANSON
-�; __ Notary Public, State of Texas
�.n •.4: My Commission Expires r.
July 22, 2015
Notar lic, State of Texas
My Commission Expires: " 22 201' j
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on this
2011 by as
Company, LLC, a Delaware limited
company.
day of
of Energy
liability company, on behalf of sai
Given under my hand and seal of office this
My Commission Expires:
4
d
day of , 2011.
Notary Public, State of Texas
STATE OF TEXAS
COUNTY OF DENTON
This instrument is acknowledged before me, on this the day of
, 2011, by GEORGE C. CAMPBELL, City Manager of the City of Denton, on
behalf of the City of Denton, Texas.
Given under my hand and seal of office this day of 2011.
My Commission Expires:
STATE OF
R
C*') COUNTY OF
Notary Public
This ins:um
ent was acknowl of eon this vy(day of
2Q11 by U�ilh/IVX.�' 1 nsof Legend Gathering
Company LLC, Delaware limi lability company, on alf of said liability company.
Given my hand and seal of office this day of 2011.
Notary Public, State of Texas
My Commission Expires:
STATE OF TEXAS
COUNTY OF DENTON
This instrument was acknowledged before me on this (� day of +e v- , b-,� j-
2011 by -tow, 4 P -f,o I � . as Sen`.o'- U ;tee �s� • of Energy Assets Operating
Company, LLC, a Delaware limited liability company, on behalf of said limited liability
company.
Given under my hand and seal of office this � day of , ,,b e c-- , 2011.
,�
Notary Public, Stat of exas
My Commission Expires:
...........
2o�P�v PLB<< SUSAN S HUGHES 4
My Commission ExpIrW
OF september 23, 2015
Exhibit A _
t;njval cst%pn
To Consent to Assignment &
Assumption of Obligations
RIGHT OF WAY LICENSE TO USE CERTAIN CITY PROPERTY FOR
PLACEMENT OF TRANSMISSION PIPELINES
THE STATE OF TEXAS
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DENTON
THAT the City of Denton, Texas, a home rule municipal corporation
("Licensor"), acting by and through its duly authorized City Manager pursuant to
Denton Development Code Section 35.16.19.7.h., for the consideration set out below,
the receipt and sufficiency of which is hereby acknowledged; does hereby grant unto,
Energy Assets Operating Company, ("Licensee"), its successors and assigns, the right
to enter upon, construct, operate, maintain, repair, replace and expand oil and gas
pipelines in certain parcels of land or easements owned by the City of Denton in
Denton County, Texas. Licensee to cross roads, streets and easements under the
jurisdiction of Licensor as described in attached Exhibit* "A" attached hereto and
incorporated herein by reference ("Licensed Premises''). Licensee shall provide "as
built drawings" to the office of the City Engineer and to the Fire Marshal of the City
of Denton upon construction. Licensee may amend Exhibit "A" upon written
consent by the City of Denton by providing the location of additional proposed oil and
gas pipelines to the City Engineer and to the Fire Marshal of the City of Denton.
Licensee shall provide "as built drawings" to the office of the City Engineer and to the
Fire Marshal of the City of Denton upon construction of proposed oil and gas
pipelines added by amendment to Exhibit "A''. Compensation for additional road,
street and easement crossings for proposed oil and gas pipelines added ,by amendment
to Exhibit "A" shall be paid to the City of Denton pursuant to the terms and
conditions of this agreement ("License'').
Section I -Application.
The Licensee has submitted a complete application for the license to the Development
Review Committee of the City of Denton ('°DRC"), a plan accurately showing the
proposed location, course and alignment of the proposed pipeline(s); a written
application, which application show the time, manner, means and method of the
proposed construction, the particular commodity proposed to be transported through
the pipeline(s) and the maximuin pressure and maximum temperature under which the
same may be pumped or othenvise caused or permitted to flow through any and 'all of
the particular portions of the pipeline(s). The application includes:
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a. Maps or schematic dravings, in a format to be approved by DRC showing the route
within the city of each pipeline including its location and elevation in every street -
(elevation need not be supplied for gathering systems, or if not economically feasible);
b. The diameter, normal operating pressure range and the maximum allowable
operating pressure of each existing pipeline; other than a gathering system, within the
city;
c. The materials transported by each existing pipeline within the city;
d. The location of shutoff valves for every segment of a pipeline in a street;
e. The business address and telephone number of the person -responsible for the
operation of each existing pipeline:
f. The business address and telephone ntunber of the owner of each existing pipeline;
g. The telephone number of at least one emergency contact available on a 24-hour
basis; and,
h. Certificates of insurance for the coverages set forth in this License; and;
i. The name, address and telephone number of Licensee.
_j. Such other information as the DRC shall reasonably request that relates to placement
of the pipeline's in the streets and as to appropriate compensation herein.
An application review fee of S I.000.00 shall be paid by Licensee at the . time 'each
application is submitted along with do application review fee of $500.00 per right of
way crossing and $250 per easement crossing_ Said plans shall consist not only of the
plan but also of a suitable profile, accurately shoNving the location of all cutoff valves
relative to the location of all streets or alleys across or along which the proposed
pipeline(s) shall be laid. Two copies thereof along -vvith two copies of the application
shall be presented to the office of the City Engineer and to the Fire Marshal of the City
of Denton. One of the copies of the plan and profile delivered to the City Engineer
shall be a producible negative. No construction shall begin until such plans have been
reviewed and approved by the office of the City Engineer and to the Fire Marshal of the
City of Denton. The application is incorporated herein.
Section 2. Terms and conditions.
For and in consideration of the execution of this License and the mutual
Promises and covenants of the parties hereto, it is mutually promised, understood and
agreed as follows, to wit:
I , Term. This License shall be for a tern of ten (10) years unless terminated
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earlier as provided hereafter.
2. Material transported. licensee may operate pipelines authorized under this
License for the purpose of transporting; the material or materials indicated in the
application or in accordance or in accordance nith any notice filed with the Directors
pursuant to subsection 3. below. if Licensee changes the material transported in a
pipeline, the Licensee shall notify the Directors in accordance u-ith subsection 3.
below.
3. Updating information. Licensee shall update permit application information
within 30 days after changes occur. Licensee shall not transport in a pipeline any
material other than materials set forth in its application and prior notices, or operate
pipelines in excess of their maximum operating pressure or disable any shutoff valve.
without notifying the Directors of such change ten days. or more prior to such change.
Upon request by the Directors. made no more frequently than annually, Licensee shall
certify in writing to the Directors that Licensee's information fled with the city is true,
correct and complete.
4. Not Authorized by License. This License does not authorize the transport or
distribution of natural gas by Licensee whose use of streets is subject to city action or
approval under Teas Revised Civil Statutes Article 1175.
5. Option to Terminate. Licensee shall have the option to terminate this License at
any time upon giving the Licensor written notice sixty (60) days in advance of such
termination, and upon termination shall not be entitled to any reimbursements of the
license fee from tine City.
6. Option to Terminate. Licensor shall have the option to cancel and terminate this
License for failure of Licensee to comply with any provisions or requirement
contained in this License after sixty (60) days %mitten notice to do so.
7. Condition Upon Termination. Upon termination of this License, Licensee shall
abandon the Licensed Premises leaving all improvements on or to the Licensed
Premises in a good and serviceable condition, or Licensee may remove the
improvements upon written consent by the City.
8. Abandoned pipeline. In the event a pipeline that is permitted by this License
becomes an abandoned pipeline; Licensee shall notify the Directors as soon as
practicable. The City may request the Licensee to remove such abandoned pipeline
from the street (and if objected to by Licensee, only if City Council so directs), and in
such instance. Licensee shall obtain all building permits and street -cut pennnits, and
effect such removal within 120 days. Licensee shall not bd required to pay.any fees
under this License for an abandoned pipeline following the date of its abandoiunent;
however. Licensee shall not be allowed any credit or rebate for any fees previously
paid for an abandoned pipeline.
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9. City Inspection. 'The City retains the right to make visual, non-invasive inspections
of the pipeline and on request of the City from time to time, to require Licensee to
provide available records or data to demonstrate its current compliance with the terms
of this License. Licensee shall pay to the Fire Marshal its customary fee for pipeline
inspections.
10. Consideration. (a) In consideration of the execution of this License, Licensee
shall pay an initial License fee in these amount of One Thousand Dollars ($1,000.00)
per Local Street Crossings, h'ifteen Hundred Dollars ($1500.00) per Collector Street
Crossings, and Two Thousand Dollars ($2,000.00) per Arterial Street Crossings per
pipeline(s) approved by this .License payable upon Licensee's execution of this
License for a ten year terns. Licensee shall pay a fee of Ten dollars. ($10.00), per
linear foot to the Cit} of Denton for a license to encroach, upon any of Licensor's
easement, for a ten (10) year term upon execution of this agreement. Licensee shall
obtain whatever rights and permission. other than the City of Denton, that may be
necessary when Licensee encroaches on an easement- License shall pay any and all
amounts as may subsequently be set by ordinance as authorized in this Section 2
(10)(b) below. The payment shall be made to Licensor at the office of the City
Manager, City of Denton, 215 E. McKinney, Denton, Texas, 76201. The license fee
payment shall be exclusive of and in addition to all general applicable permit fees and
all municipal taxes of whatever nature, including but not limited to ad valorem taxes
and special taxes and assessments for public improvements. Licensor may notify the
City of additional oil and gas pipelines by submitting proposed drawings of the oil
and gas pipelines. Additional oil and gas pipelines maybe added to the initial ten (10)
year term at the amounts set for above for Local, Collector or Arterial Streets per year
per pipeline upon written consent of the City Manager. The foregoing fees are
commensurate with the city's expenses in administering, supeivising, inspecting, and
regulating pipelines in streets.
(b) The City does not naive by assessing the fees herein and expressly reserves its
right (i) under Texas Tax Code § 182.025 to make a reasonable lawful charge far tl,e
use of a street in the city by a "public utility", as delined therein, to distribute gas, and
(ii) to assess any other lawful fees or charges. Further; nothing contained in this
License shall preclude the City from imposing other or additional fees or charges for
the use or presence of pipelines in its streets if the City is required or allowed to assess
such fees or charges pursuant to Texas Tax Code § 182.025, or other applicable federal,
state or local law, now or hereafter existing. which authorizes the City to make a charge
for the use of its streets in excess of the charges set forth in this Section 2 (10) (a).
Such other toes or chat- es. if assessed by the city, shall be in addition to and not in lieu
of the charges set forth in this Section ? (10) (a), to the extent allowed by law, but the
remaining terms and provisions of this License shall remain in full force and effect,
save and except of any conflict with the applicable law tinder which the other fees or
charges are assessed.
11. Option to Renew. Licensee shall have the option of reneN-6ng and extending
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the term of this License for one additional term of ten (10) dears, by giving notice of
renewal in writing to the Licensor not less than ninety (90) days in advance of the date
of termination of the initial (10) year tern. The license fee or payment shall be
adjusted by the Consumer Price Index (CPI) for the additional ten-year term or as may
be set by the City Council by Ordinance.
12. Construction Upon Execution. Licensee shall have the right to begin
construction of oil and gas pipelines upon the execution of this License by all parties
hereto. Licensee shall obtain all applicable City permits from the City Engineer,
who shall approve the plans and specifications for the crossing of the right of way or
easement. Licensee shall obtain a permit to operate the oil and gas pipeline from the
Fire Marshal of the City of Denton prior to activating the oil and gas pipeline.
Except as may be permitted or authorized by the Licensor, no street or highway in the
City of Denton shall be blocked or obstructed during construction or regular
maintenance after construction. The placement of the oil and gas pipeline shall
interfere as little as practicable with the use of the streets, sidewalks, alleys, easements
or private property and shall be in accordance with the directives of the city Engineer
of the Citv of Denton. Licensee shall bore tinder the Licensed Premises and shall not
open cut any of the Licensed Premises. If Licensee is found to be using the Licensed
Premises for other purposes than those granted herein- this License shall be null and
void and Licensee shall have no further rights for Licensed Premises usage.
13. Insurance and Indemnity. Licensee shall provide or cause to be provided the
insurance described below upon execution of this agreement.
a. Commercial General Liability -Insurance. This coverage must include
premises, operations, blowout or explosion, products, complete operations, blanket
contractual liability, underground property damage. broad form property damage,
independent contractors and personal injury. This coverage should be a minimum
Combined Single Limit of $1,000,000 per occurrence for Bodily injury and Property
Damage. The insurance shall also include coverage for environment impairment.
b. Automobile Liability Insurance.
(1) Minimum Combined Single Limit of $500,000 per occurrence for Bodily Injury
and Property Damage; and
(2) The Business Auto Policy must show Symbol 1 in the Covered Autos Portion of
the liability section in Item 2 of the declarations page which includes coverage for
hired, leased and non -owned vehicles.
C. Worker's Compensation Insurance. In addition to the minimum statutory
requirements:
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(1) Employer's Liability limits of at least $100,000 for each accident,
$100,000 for each employee, and a $500,000 policy limit for occupational
disease; and
(2) The insurer agrees to waive rights of subrogation against the city, its
officials, agents, employees, and volunteers for any work performed for the city
by the Licensee.
(3) The Licensee shall comply with the provisions of with Section 406.096
of the Texas Labor Code and rule 28TAC I10,110 of the Texas Worker's
Compensation Commission.
d. Excess Liability Insurance. Excess Liability Insurance shall be provided Aith
limits of not less than Five Million, ($5,000,000.00) annual aggregate.
C. Indemnification. Licensee shall and hereby does indemnify, defend and satire
harmless the Licensor, its officers, agents and employees from all suits, actions or
claims of any character, name and description brought for or on account of any. injuries
or damages received as sustained by any person, persons or property on account of the
operations of the Licensee, its agents, employees, contractors or subcontractors; or on
account of any negligent act of fault of Licensee, its agents, employees, contractors or
subcontractors in connection with the obligations of the Licensee tinder this Agreement;
and shall pay any judgment, with costs, which may be obtained against the Licensor
growing out of such injury or damage INCLUDING BUT NOT LIMITED TO
LIABILITY. CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM
THE NEGLIGENCE OF THE CITY OF DENTON IN THE COURSE AND SCOPE
OF PERFORMING ITS DUTES UNDER THIS AGREEMENT, IT _IS
UNDERSTOOD AND AGREED THAT THE INDEMMITY PROVIDED FOR IN
THIS SECTION IS AN INDEMNITY EXTENTED BY _THE LICENSEE TO
INDEMNIFY AND PROTECT THE CITY OF DENTON, TEXAS AND/OR ITS
OFFICERS EMPLOYEES DEPARTMENTS_ AGENTS OR SERVANTS
WHETHER THAT :NEGLIGENCE IS THE SOLE OR THE CONTRIBUTING OR
CONCURENT CAUSE OF THE RESULTANT INJURY, DEATH ' AND/OR
DAMAGE,
L General provisions
(1) All policies shall be endorsed tci read "THIS POLICY WILL NOT BE
CANCELLED OR NON -RENEWED WITHOUT 30 DAYS ADVANCED
WRITTEN NOTICE TO THE OWNER AND THE CITY EXCEPT WIZEN
THIS POLICY IS BEING CANCELLED FOR NONPAYMENT OF
PREMIUM, IN WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS
REQUIRED".
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(2) Commercial General Liability and Automobile Liability insurance shall be
written by companies with A: WIT or better rating in accordance with the
current Best hey Rating Guide
(3) Commercial General Liability, Automobile Liability, and Excess Liability
insurance policies shall name as "Additional Insured" the Licensor and its
officials, agents, employees, and volunteers.
(4) Certificates of insurance trust reflect all coverages and endorsements required
by this section.
(5) Coverage shall be placed with insurance carriers licensed to do business in the
State of Texas or with notiadmitted carriers that have a financial rating
comparable to carriers licensed to do business in Texas approved by the City.
14. Performance Bond, Licensee shall provide a performance bond, in the amount of
Fifty thousand dollars, ($50,000.00). Licensee may add additional oil and gas
pipelines and the Director of Engineering shall determine the amount of the
performance bond for additional oil and gas pipelines as approved by the Licensor in
accordance with this Agreement. In any event the amount of the performance bond
shall not exceed fifty thousand dollars $50,000. The performance bond shall be
executed by a surety company authorized to, do business in the. State of Texas in
accordance with Chapter 2253 of the Texas Government Code.
15. Subordination. 'Ibis License is subordinate to the Licensoe's interests in the
Licensed Premises. Licensor reserves the right to use the Licensed Premises and the
airspace above the Licensed Premises for any public purpose allowed by law and to
do and permit to be done, any wort: in connection therewith which may be deemed
necessary or proper by the Licensor on, across, along, under or over said Licensed
Premises; and vOienever by reason of said work in connection with said other
purposes it shall be necessary by the City to alter, change, adapt, conform or relocate
Licensee's lines or other property in any part of the Licensed Premises occupied by
the Licensee, such alterations or changes or relocations shall be made by the Licensee
when ordered in writing by the Licensor pursuant to directionsfrom the City Manager
without any claitn for reimbursement for the costs of the relocation or for damages
against the City; provided, that Licensee shall at all times be entitled to receive from
the appropriate governmental bodies, excluding the City, payment for alteration or
relocation of its lines or facilities to which Licensee may be lawfully entitled under
applicable federal or state laws with respect to relocation payments.
16. Conflicts. In the event ofany conflict between the parties hereto such that either
party brines or commences any legal action or proceeding related to this agreement,
including, but not limited to any action pursuant the provisions of the Texas Uniforn
Declaratory Judgments Act (Tex. CN. Prac. &: Reny. Code §37.001, et, seq.), the
'parties hereto agree to waive any and all rights to attorneys tees to which the
prevailing party might otherwise be entitled.
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17. Notice. Any notice or communication required in 'the administration of this
License shall be sent to the Licensor as follows:
City Manager of the City of Denton
215 E. McKinney
Denton. Texas 76201
Any notice or communication required in the administration of this License shall be
sent to the Licensee as follows:
Energy Assets Operating Company
Attn: Mike Watkins
100 Throckmorton, Suite 1200
Fort Worth. Texas 76102
18. Police Powers. Licensee is subject to all police powers of the City of Denton in
the placement and maintenance of its oil and gas pipelines, as well as all other
ordinances as currently exists and as may be amended in the future of the City of
Denton. The City of Denton retains regulatory authority over all health, welfare and
safety issues that may arise in regard to the transport of oil and gas in the pipelines,
except to the extent preempted by State or Federal law. Licensor shall have the right
to inspect Licensors safety reports and to require the inspection or review of the oil
and gas pipeline by the Fire Marshal, or his designee or the City Engineer, or his
designee, of the City of Denton. Licensor shall pay the City of Denton the cost of the
inspection by the Fire Marshal, or his designee or the City Engineer, or his designee
of the City of Denton.
19. Non -Transferrable Without Consent. The rights granted by this agreement
inure to the benefit of the Licensor. The rights shall not be assigned or transferred
without the express written consent of the governing body of the City of Denton. Any
required consent is to be evidenced by ordinance or resolution of the City Council of
the City of Denton.
20. Transfer or Partial Assignment. Except as otherwise provided herein, or except
as lmay be hereafter determined by the parties, no part, to this Agreement may sell,
assi4,n, partially assign or transfer its interest in this Agreement, or any of its right,
duties, or obligations hereunder, without the prior %%,i itten consent of the other party.
Whenever the consent or the approval of a party is required herein, such party shall
not unreasonably withhold. delay, or deny such consent or approval. No transfer,
assignment or other change in rights granted by this License until there is paid to the
City a transfer fee of Five Hundred Dollars ($500.00) to the City
21. Waiver. No Nvaiver or modification of this Agreement or of any covenant.
condition, limitation herein contained shall be valid unless in writing and duly
executed by the party to be charged therewith. No evidence of any Nvaiver or
�'vcrl Cst,prvjects\M% parks 110energy mmu uperating co rots hecnse 10-041 0 i.docx
modification shall be offered or received in evidence in any proceeding arising
between the parties hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing,
duly executed. The parties further agree that the provisions of this Article will not be
waived unless as herein set forth
22. Unenforceable Provisions. In the event that any one or more of the provisions
hereof contained in this Agreement shall for any reason be held to be invalid, illegal,
or unenforceable in any respect, such invalidity, illegality, or unenforeeability shall
not effect the other provisions, and the Agreement shall be construed as if such
invalid; illegal, or unenforceable provision had never been contained in this
Agreement
23. Entire Agreement. This Agreement and the exhibits attached thereto, constitute
the entire agreement among the parties hereto with respect to the subject matter hereof,
and supersede any prior understandings or written or oral agreements between .the
parties with respect to the subject matter of this Agreement. No amendment,
modification, cancellation or alteration of the terns of this Agreement shall be binding
on any parts- hereto unless the same is in writina, dated subsequent to the date hereof,
and is duly authorized and executed by the parties hereto.
24. No Waiver for Failure to Enforce. The failure of either party to enforce or insist
upon compliance --Aith any of the terms or conditions of this Agreement shall not
constitute a general waiver or relinquishment of any such terms or conditions, but the
same shall be and remain at all times in full force and effect:
25. Captions. The captions contained in this License are for informational purposes
only and shall 'not in any way affect the substantive terms or conditions of this License.
26. Laws of Texas. This License shall be governed by and construed in accordance
with the laws of the State of Texas. Venue for any disputes arising from the
performance of this License shall be in Denton County, Texas. All payments under
this License shall take place in Denton. County, Texas.
IN WITNESS WHERF��}F, the��r ' hereto have executed this License in
duplicate originals on thi� day o ?0007
LICENSOR
THE CITY OF DENTO AS
B•4C,zunpbcll
`
y
Georg
City Manager
%Neal esfprojccts`,rmv sharcd•litojectsIcaoc• parks IK%ener y assets opxat ing co row license 10-0-07.docv
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED AS O LEGAL F RM.
EDM. S ER. CITY TTORNEY
BY:
LICENSEE
By
Tit e: vtr G� fz�Sl� E7tir;
STATE OF TEXAS §
§
COUNTYOF DENTON §
Before me.. lf' the and rsigned notary public, on
Us day person - y alweared the
of , known to me; to be the
person whose name is subscribed to the foregoing instrument, and acknowledged to
me that he/she executed that instrument for the purposes and consideration therein
expressed.
Given under my hand and seal of office this day of 07.
90��
' RHO IffTxa` NoFry Publi
c"xpires
'Jog
JENNIFER J. PHILLIPS
Notary Public, State of Texas
My commission Expires
August 02, 20D9
o.'rcaleit'.projcuL rotyparr tipcmtin_eor,,";occn,r Inau.07doex
STATE OF TEXAS
COUNTY Or DENTON
Before me, _ L. iw t4 . / flee undersigned notary public, on
this day personally appeared 6'&—t —C. C . C,a,�.ir.��c� the
of Cyr cr=_tnc-�J-+v-..c known to me; to be the.
person name is subscribed to the foregoing instrument, and acknowledged to
me that he/she executed that instrument for the purposes' and consideration therein
expressed.
Given under my hand and seal ofoffice this AG day ofG7tr 2007,
LINDA HOLLEY
r Notary Public State of Texas ()t Public
My Commisslon Expires
Dooember 08, 2009
F %-
EXHIBIT A (PAGE 2 OF 5)
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NAME CHVP.CH OF DEN-10I4 :11
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PROPOSED PIPELINE 6
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CROSSING BONNIE BRAE ROAD
NOT TO SCALE
CARRIER PIPE
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0rn.r7 a ln• VUl:tiea to —:11 111e:r InLdllan.
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ELEVATION VIEW OF PIPELINE
CROSSING BONNIE BRAE ROAD °Y °"' °OMPAW
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NOT TO SCALE PROPOSED PARKS
a' 00 MATEO our,
LEGEND PIPELINE CROSSING
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