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` ORDINANCE NO.
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSENT TO
ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS BETWEEN THE CITY OF DENTON,
TARGA NORTH TEXAS LP ("TARGA") AND ADVANCE MIDSTREAM, L.P.
("MIDSTREAM") CONSENTING TO THE ASSIGNMENT OF CERTAIN RIGHTS AND
OBLIGATIONS FROM MIDSTREAM TO TARGA RELATED TO (1) RIGHT OF WAY
LICENSE TO USE CERTAIN CITY PROPERTY FOR PLACEMENT OF TRANSMISSION
PIPELINES, DATED ON OR ABOUT AUGUST 11, 2005) FROM THE CITY TO MIDSTREAM;
(ii) RIGHT OF WAY LICENSE TO USE CERTAIN CITY PROPERTY FOR PLACEMENT OF
TRANSMISSION PIPELINES, DATED ON OR ABOUT JULY 28, 2006, FROM THE CITY TO
MIDSTREAM; AND (iii) LICENSE AGREEMENT TO USE CERTAIN CITY PROPERTY FOR
PLACEMENT OF TRANSMISSION PIPELINES, DATED ON OR ABOUT JANUARY 25, 20063
FROM THE CITY TO MIDSTREAM; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE
DATE.
WHEREAS, the City Council of the City of Denton has heretofore determined that it is
advisable to consent to the transfer of that certain Right of Way License, Amending Right of Way
License and License Agreement, as' described and defined in the Consent to Assignment and
Assumption of Obligations (the "Consent"), attached hereto and incorporated herein by reference,
from Advance Midstream, L.P. to Targa North Texas LP encumbering certain real property located
in the City of Denton, Texas, as more particularly described in the Consent; and
WHEREAS, the City desires to authorize the City Manager to execute the Consent with
Midstream and Targa; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The above and foregoing preamble is incorporated into the body of this
Ordinance as if copied herein in its entirety.
SECTION 2. The City Manager or his designee is hereby authorized, upon receipt of the
performance bond as required by the Right of Way License, Amending Right of Way License and
License Agreement from Targa, to execute the Consent between the City of Denton, Midstream and
Targa, which is attached hereto and incorporated herein by reference.
SECTION 3. 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 portior.'_s
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 4. This ordinance shall become effective immediately upon its passage and
approval.
IS�
PASSED AND APPROVED this the /
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS\'O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: 6
Z
Page 2
CONSENT TO ASSIGNMENT
AND ASSUMPTION OF OBLIGATIONS
This Consent to Assignment and Assumption of Obligations (the "Consent") is dated this
3 o day of .,� , 2009, by and between the City of Denton, Texas, a Texas home rule
municipal corporation ("City"), Targa North Texas LP, a Delaware limited partnership ("Targa")
and Advance Midstream, L.P., a Texas limited partnership ("Midstream").
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 August 11,
2005, the City granted to Midstream the right to cross roads, streets and easements under the
jurisdiction of the City, as more particularly described in the ROW License; and
WHEREAS, pursuant to that certain Right of Way License to Use Certain City Property
for Placement of Transmission Pipelines (the "Amending ROW License"), dated on or about
July 28, 2006, the City granted to Midstream an additional location right under the ROW License
to cross roads, streets and easements under the jurisdiction of the City, as more particularly
described in the Amending ROW License; and
WHEREAS, pursuant to that certain License Agreement to Use Certain City Property for
Placement of Transmission Pipelines (the "License"), dated on or about January 25, 2006, the
City granted to Midstream the right to enter upon, construct, maintain, repair and replace one gas
pipeline in the lands described therein; and
WHEREAS, pursuant to that certain Correction Assignment, Bill of Sale and
Conveyance (the "Proposed Assignment"), dated effective January 1, 2009, and recorded in
Clerk's File No. 2009-67892, Midstream assigned, subject to the consent of the City, the ROW
License, insofar as to the property described on Exhibit "A73" only, the Amending ROW License
and the License, to Targa; and
WHEREAS, the ROW License, Amending ROW License and License each prohibit the
assignment or any portion thereof absent the written consent of the City; and
WHEREAS, the City is amenable to consenting to the Proposed Assignment upon the
terms, conditions and provisions hereof, and
WHEREAS, Targa has paid all fees related to the transfer of the ROW License, insofar as
to the property described on Exhibit "A-3" only, and the Amending ROW License, and has
posted their performance bond and provided the insurance as required by the ROW License,
Amending ROW License and the 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, Targa and Midstream hereby agree as follows:
1. Targa hereby expressly assumes, the same as if Targa was the original "Licensee" under
the ROW License, the Amending ROW License and the License, all obligations and
responsibilities as provided in the ROW License, insofar as it covers and includes the interests
described on Exhibit "A-3" thereto, the Amending ROW License and the License for all
purposes and intents.
2. Midstream 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, insofar as it covers and includes the interests described on Exhibit "A-3" thereto, the
Amending ROW License and the License, as of the effective date of the Proposed Assignment.
3. In reliance upon - the representations, warranties and agreements made herein by
Midstream and Targa, the City hereby provides its written consent to the Proposed Assignment,
upon the terms and conditions provided herein.
2
4. Targa and Midstream hereby ratify and acknowledge _the validity and subsistence of the
ROW License, the Amending ROW License and the License.
5. 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.
6. The effective date of this Consent shall be January 1, 2009.
Attest:
Jennifer Walters, City Secretary
By: a
Approved as to legal form:
Anita Burgess, City Attorney
By:
City of Denton
By:
George C. Campbell, 61ty Manager
Targa North Texas LP,
a Delaware limited partnership
By: Targa North Texas GP LLC
By:
Clark White, Vice President
Advance Midstream, L.P.,
a Texas limited partnership
By: Adv ce SAE ises, LLC
By:
it iam G. Janacek, President
3
EXHIBIT A
LICENSES and PERMITS
Denton County, Texas
PERMIT/LICENSE
GRANTOR
GRANTEE
DATE
LEGAL DESCRIPTION
Right of Way License to
City of Denton
Advance
8/11/2005
E Puchalski A-996; J Davis A -
Use Certain Property for
Midstream, L.P.
326; R Chowning A-266; O S
Placement of
Brewster A-56; W Neil A-970;
Transmission Pipelines —
T Toby A-1285
Partial Assignment as to
Exhibit A-3 Only
License Agreement to
City of Denton
Advance
1/25/2006
T Toby A-1285
Use Certain City Property
Midstream, L.P.
for Placement of
Transmission Pipelines
Right of Way License to
City of Denton
Advance
7/28/2006
BBB & CRR A-192; J Perry A -
Use Certain City Property
Midstream, L.P.
1040; T Toby A-1285
for Placement of
Transmission Pipelines
EX A_Licenses and Permits REV.1
Assignment, Bill of Sale and Conveyance
Effective 01/01/2009
RIGHT OF SAY 110ENSE TO USE CERT.AW CITY PROPE, RTY FOR
1PIACEMEN7 OF TRAIYSNfCSS[ON Pj'EjdNES
THE STATE 01, TEXAS §
KNOW ALL :MEN B'Y THESE PRE.S,I NTS:
COUNTY OF DENTON §
UTA.T the City of Denton, Texas, a borne mde municipal corporation
("Licensor"), 2Ctiil0 by and through its duly authorized City ivlanager 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,
ADV A -WE :Midstream. L.P. — , ("Licensee"), its successors and assigns,
the .rigbt to enter'"upon, construct, operate, maintain, repair, emplace and expand oil and
gas pipeliues in certain parcels of land or easements owned by the City of Denton ut
Denton COLutty, Teas, Ltcerme to cross roads, streets and easc;mertts under the
iunsdiodon of Licensor as described in attached . Exhibi "A" attached hereto
andinoozporated herein try reference C'Licensed Premises").Licenses shall provide
"as built drawings" to the office of the City Engineer and to the Fire Marshal of the
City of Ckenton upon constnwtion.i item-& s may amend Exhibit "A" upon written
conseut by the City of .Denton by pmviding 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 bolt drawings " to the office of the City Engin= and to the
Fire Marshal of the City of Denton upon construcfion of proposed oil and gas pipelines
m
added by aeudinent to Exhibit "A . Compen&-Zon -for additional . road, strut and
easement crossings for proposed oll arui 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 (`Licensi").
Section .l-Appficati u.
The Licensee has submitted a complete application for the lic rose to the Dewtopment
Review Commfltee of file City of Lk mtob. ( "DRC" ), a .plan acctuat6y showing the
proposed locartiorL course and alignment of - the .proposed pipeline(s); a written
application, wbich application show the time, manner, means and method of the
proposed construction, the particular commodity proposed to be transported through
the pipel.ine(s) and the maximum pressure and maximum. temperranure.i der wbich. the
same may be pumped or otherwise caused or pmm�i:tted to flow through: any and all of
the particular portions of The pipelines). The application includes:
a -Maps or schematic dra%ings, -in a format to be approved by D12C showing the route
within the city of each pipeline including its location and elevation in every stva
(elevation need not: be supplied for systems, or if not econotnice ly feasible);
b, The diameter, narmal operating pressure rwge and the maximum allowable
operating pressure of each existing pipeline, other than a gad3eri.ng system, within -the
city;.
c. The materials tm sported 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 number of the owner of each existing pipeline;
g. The telephone number of at least one emergency contact available on a 24-hour
basis; and,
IL Certificates of insurance for the coverages set forth .in this License; tmd;
L The name, address and telephone number of Licensee.
j. Such other information as the DR.0 shall masonably regAkst that relates to placement
Of the pipeline's in the streets .end as to appropriate compensation herein.
An application review .fee of $1,000.00 shall he paid. by Licensee at the tirne each
application is submitted along with an 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 ptoffle, accurately showing the loon of all cutoff valves relative to
the location of all. streets or allevs across or a3ona which the proposed pipelines) shall be
r opth
toad. Two es zreaf along with 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 plant and profile delivered to the City .Engineer shaE 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 Dentum The
application is incorporated herein.
Section 2. Terms and coaditions.
For and in consideration of the execution of this License and the mzrtual
promises and covenants of the pies hereto, it is mutually promised, understood and
agreed as follows, to wit:
t. Term. This Licence shall be fior a term of ten (10) years unless terminated
earlier as provided hermfter.
�.. Material transported. Licensee may operate pipelines authorized under this
License for the purpose of transporting the material of materials indicated in the
application or in accordance or in accordance with. any notice fled with the :lirectors
pursuant to subseetion 3. below-. if :Licensee ehanges the material transported is a
pipeline, the 1kensee shall notify the Directors in accord-ance with subsection 3. below.
3. Updati.ne information. Licetrsec shall update permit application in, within
11 30 clays after changes occur. Liceensee shall :not transport in a pipeline any material other
than .m.ate6als set forth in its application and prior notices, or operate pipelines in excess
of their maximum operating pressure or disable any shutoff valve, mrithoui notifying the
Directors of: such ebange 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 ucensee's information filed with the city is true, correct and complete.
4, Not Authorized by, License. ' is License does not authorize the dwisport or
distribution of natural gas 'bv Licensee vkla.ose -use of streets is subject to city action or
approval under Texas Revised Civil. Statutes Article .11 5..
5. Option to Terimi:nate. Licensee shall have the option to terminate this License at
any time tipc>n g vi ig the Licensor -ti-rh-ten notice sixty (60) days in advance of such
termination, and -upon termnation shall :not b, entitled to any reirnburscments of the
license fee from the C:i.ty.
6. Opdon to Tem.inate. Licensor shall have the option to =eel and terminate this
License for failure of Licensee to comply with any provisions or requirement contained
in this License after sixty (60) days Written 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 senireable condition, or licensee may remove the
improvements upon writteo consent by the City.
S. Abandoned pipeline. in the event a pipeline that is pamitted 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 (arid if objected to by Licerism only if City Council so directs), and in such
instance, Licensee shall obtain all building permits and strut -cut permits; and effect
such ramoval within 120 daysJAcensee shall not. be required. to pay any fees under dris
License for an abandoned pipeline following the date of its abandonment; however,
Licensee shall .not be allowed airy credit or rebate for any fees previously paid fior an
abandoned pipeline-
9. City Inspection, The Cit-v retains the right to make visual, non-invasive inspections
of the pipeline and on request of the City from time me e to time, to require Licensee to
provide available records or data to demonstrate its current cor*�pliance 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 exomtion of this License, Licensee
shall pay an initial License fee in ibese amount of One Thousand Dollars (S 1,000.00)
per Local Street Crossings, Fifteen Hundred Dollars ($1500.00) per Collector Strw
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 term. Licensee shall pay a .fee of Ten dollars, ($10.00), per
UP -ear foot to the City of Denwu for a license to encroach. upon any of Licensof s
easement, for a ten (10) year tern upon execution of this agreement.' icensee shall
obtain whatever rights and permission, other than the City of Denton, that may be
necessarj 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. MclKi ley, Den orL 'Texas, 76.2,01. 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 takes
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 may be added to the initial ten (10) year
term at the amounts set for above .for Local, Collector or Artcrial Streets per year per
pipeline upon written consent of. the City Manager. The foregoing fees are
commensLrate witb the city's expenses in administering, supervising, inspecting, and
:regulating pipelines in streets.
(b) 'The City does not waive by assessing the tees herein and expressly reserves its right
0 under Texas Tax Code § 182._025 to make a reasonable lawful charge for the use of e
street in, the city by a ".Public utility", as defined therein, to distribute gas, and (xi) to
assess any other lawful fees or charges. Furthex, nothing contained in this License shall
preclude the City from irnpcxsing 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 purst=t to Texas Tax Code § 182.025, or other applicable federal, state or Local
law, now or hereafta existing, which authorizes the City to make _a charge for the use of
its streets in exems of the charges set forth in this Section 2 (10) (a). Such other fees or
charges, if assessed by the czty, shall be iia addition to and not in lieu of the charges set
forth in this Section 2 (10) (a), to the extent allowed by law, but the remaining terms and
provisi.oms of this License sball remain in full .force and effort, save and except of any
conflict with the applicable law under which the other fees -or charges are assessed.
l l`. Option, to .Renew. Licensee shall. have the option of renewing and extending
the terin -of this License for one additional terni of ten (.10) years, by giving notice of
renewal in writing to the Licensor not less d= ninety (90) days in advance of the date
of terrninatian of the initial (10) year term. '.The license :fee or payment shall be adausted
by the C;onsurner .Price Index (CM) for: theadditional ten-year terse or as may be set by
the City Council by Ordinan".
12. Construction Upon Execution. Licensee shall leave the right to begin constriction
of oil and g-as pipelines upon the execution of this l:,icense by all parties hereto.. Licensee
shall obtain all applicable City permits from the City Engineer, who ci.3aJd approve the
plans anti specifications for the crossing of the right of way or easement. Licensee shall
obtaina Permit to Operate the; oil and gas pipeline &orn the lire Marshal of ibe City of
Denton prior to activating the oil and gas pipeline. Except as may be permitted or
authorized by the Licensor, no stet or highway in the City o:f Denton shall be blocked
or obstructed during construction or regular maintenance fifer construction. The
placement of the oil and gas pipeline shall interfere as :little ns practicable with the use of
the streets, sidewalks, alleys, er-tsermeats or private property and shall be in accordance
with the directives of the city Engineer of the City of Denton. 'Licensee shall bore cinder
the: Licensed Premises and shall not open curt any of the Licensed Premises. Lf Licensee
is found to be using the Licensed Premises for other piuposes t those granted herein
this License shall be null and void and. Licensee shall have -no fi.rrther rights for Licensed
Premises -usage.
'1.3. :Insurance rind Inderr pity. Licensee shag Provide or cause to be provided the
insurance described 'below upon execution of this agreement,
A. Commercial General Liability Insurance. This coverage must include p.romises�
operations, blowout or explosion, products, complete operations, blanket coatram-al
liability, und+uground property damage, broad foam property dama,rle; independent
contiacton and pe-monal injury. This coverage should be a minimum Combined Single
Limit of SI,tN00,000 per occurrence for Bodily Injury and 'Property Damage. The
insurance shall. ak-o include coverage .for environment impairment.
b. Automobile Liability Insurance.
(l) Mi:n.imum. C.ombinod Single Limit of $500,000 per occwTe. it;e for Bodily injury
and Property Damage;; and
(2) The Business .Auto Policy :crust show Symbol I in -the Covered Antos Portion of
the liabilsty section in Item 2 ,of the declarations page winch includes coverage .for hired,,
leased and non -owned vehicles-
C. Workers Compensation Insurance. In addition to the m1aimutn statutory
requirements:
(1) Employes Liability limits of at least $100,000 for each accident.
$1.00,000 for each employee, and a S500,W0 pd5cy limit for occupational
disease; and
(2) The insurer agrees to waive rights of subrogation against the city, its
officials, agents, en `iployees, and volunteers for any work performed for the city
by rhz4 Licensee.
(3) The Licensee shall comply -with the provisions of --vith Section 406.096,of
the Texas Labor Code and rule 28TAC '110-110 of the Tex&-; Worker's
Compensation CornmissiorL.
d- ]Excess Liability Insumnee. Excess L,iability Insurance -;haU be provided with
Inuits of not less d= Five Mlhor4 ($5,000,0W.00.) annual aggregate,.
e. e
I_Odlenluificati0n. Licensee Shall and hereby does indemnify, defend and save
harmless the Licensor, its officers, agents and employees from all suits, actions or claims
of any character, name, and description brought for cyr on. account of any injuries or
damages recelved as sustained by =-Y Person, persons or property on accoLmt o- the
C! r
opmbons of the Licensee, its agents, employees, contractors . Or subcontractors: or on
account of am, negligent act of fault of Licensee, its agents, employee, s, cop
Subconn =-ors in connection with the obligations of the Licensee under this tru�tors X
Agreement
and shall pay any judgment with costs, wbic.h may ,be obtained against the Licensor
growing out of -,,;uc-b injury or damage INKLUDMIG BUT NOT LNITED To,
LIAR111TY. CLAMS AND DA—IMAGES -ARISING N WHOLE OR N PART FROM
'"TTn XTT.11T
EMPLOYEE'S, I?EPAR7S AGINTS OR SERVANTS- --- - .- - - —jTHAT
. 3
WT-IETHER
IS TIM SOLE OR THE CONTRIBUTING -OR CONCUR 2 CA E
OF THE RESULTANT INJURY, DEATH ANTD/OR DAMAGE. ENT - US
f- General -provisions
(1) All policies shall be endorsed to read 717]:US POLICY 'WILL NOT BE
CANCELLED OR NON-RENMVED 'WITHOUT 30 DAYS ADVANCED
AT= NNOTICE TO TTIE OWNER AND THE ('_'1Ty*.EXCE'PT WHEN
11-US POLICY IS BEING CANOE' LED FOR NONTPAYMENL'T OF
PRE-MMUN4, IN WHICH CASE 110 DAYS ADVANCE NVRM. IEN NOTICE IS
REQ=M- -.
(2) Commarcial .(*ieneral Liability -aril Automobile .Liability inswwwt shall be
vvrirten by co.inpwges with A: V'IU or better rating in aeeordancewith the current
Best Key Rating Guide
(3) Commercial General Liability, .Automobile Liability_ and Excess Liability
insurance policies !'hall name as Additional 1 Tenured the Licensor and its
officials, agents, employees, and volunteers.
(4) Cesti- icues of insurance roust retlec€. all coverages and endorsements mquired by
thus .section.
(5) Coverage shall be planed with inszmance carriers .licensed to do business in the
Stare of Texas or with nonadmitted carriers that have; a financial rating
comparable to carriers licensed to do busines,5 in Texas approved by the City.
1.4. Performance Bona. Licensee shah] provide a performance bored, in the amount of
two thou.s=d dollars per locatic u, ($2,000.00). Licensee may add additional oil and :gas
pipelines and the ,Director of Engineering shall determine_ the amount of the performame
bond Lor additional oil and gas pipelines as aplrs-oved by the Licensor in accordance t?Mh
this Agrcement. Th any event rile amotnrt of the performance bond shall not exceed fifty
thousand dollars $50,000. The performance bond smell be executed by a surety company
authorizod to do busiaaess -in -the State of Texas is accordance with. Chapter 2253 of the
Texas Government Code.
15. Subordination. This License Is subordinate to the- Licensor '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 clone, any work in corLmection therewith whicb may be deemed
neoes.ry or proper by the Licensor on, across, along, under or over said 'Licensed
Premises; and whenever by reason of said work in conmection with said other purposes
it _shall be necessary by tht City to alter; change, adapt, conform or relocate Licensee's
tines or other property in any part of the Licensed Premises occupied by the Licensee;
such alterations or changes or: relocations shalt be made by the Licensee When ordered
.in writing by the :Licensor pursuant to directions from the City ?Manager Witlwru any
claim for xeirnbrrrsement for fire costs of the relo aticm or for damages against the City;
provided, that :Lice shall at all times be entixled to receive ftm. the appropriate
govemra-e atal bodies, excluding the City, payment for alteration or relocation of its 'lines
or facititi:es to which Licensees: may be lawfully entitled under applicable federal or state
laws with respect to relocation payments.
16. 'Conflicts. In the event of any conflict between the parties hereto such that either
party brings or conuncrices any legal action or .proceeding related to this agreernertt,
including, but not limited to any action pursuant the .provLsiws of the Texas Uniform
Decla.rmtocy Judgments Act. (Tex Civ. Prac. &Item. Code §37.001., et.:seq.), the parties
hereto agw to ,Yaive any and all rights to attorneys fees to which the prevailing party
might other vise be. ea.titled.
17. Notice. Any notice or commtatication. required iD the administration of this
License shall be sent to the Licensor as follows:
City Manager of tht City of Denton
215 E. McKLnney
D entott, Texas 76201.
Any notice or communication required in the administration of this Lieertse shall be
sent -to the Licensee as #-o[lows:
ADt/A\CE Midstream, L,R
47 W. Rock Vying Place
The Woodlands, 17k 77381.
Office: P-81) 363-2537
Attention: Wm.. G. "Bill" Janacek
.18. Police Powers. Licensee .is Subject to all police powers of'the City of Denton in
the placcruent and maintenance of its oil and gas pipelines, as weIi as all oftr
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. bealdh ureliam and
safety issues that may arise in regard to the trasport of oil and gas in the pipelines.
except to the extent preempted by State or Federal .taw. Licensor shall .have the right to
M.spect UcerBor s safety reports and to require the inspection or review of the oil and
gas pi:pchne by die .Fire Marshal, or his designee ar the City'Enginecr, 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
Benton.
19. Non-= Cransferrulyle Witmoat Consent. The rights granted by this agreement
inure to the bewfit of the Licensor. 'Ile rights shalf not be assigned or transferred
without the express written cortsertt of the governing body of the City of Denton Any
required consent is to be evidenced by ordinance or .resolution of the City Co€racil of
the City of Denton,
20. Transfer or Partial Assig-nment.Except as otberwise provided berein, or
as may be lifter determined by the parties, no party to this Agreement may sell,
assign, partially assign or tm fer its interest in this Aeree ent, or any of its :right,
duties, or obligations hereunder, without the prior written consent of the other party.
1Wbenever the consent or the approc,,al of.a party is required herein, such party shall not
unreasonably withhold, delay, or den; such consent or approval. No transfer,
assi.gnanent ar other change in .rights granted by this License until there is -paid -to the
City a transfer fee of Five Hundred Dollars ($500.Q0) to the City
2.1. Waiver. No -waiver or modification of this Agreement or of any covenant,
condition, hinitation .herein contained shall be valid unless in writing and duly executed
by the party to be charged therewith. .No evidence of arty waiver or modification shaH
be offered or received in evidence in any proceeding arising
beam eery the parties hereto out cif or a fkCting this Agr=nent, or the; rights or obligations
of the parties hereun&r;, 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. U"aforceable Provisiioa& In the: event that any one or mom of the provisions
hereof containod in this Agreement shall for any reason be held to be invalid, fflegaL or
unenforceable in any respect, sucb invalidity, illegality, or uneraforoedbility shall not
effect the odier .provisions, and the Agre=ent shall be Construed as if sudli invd1k,
illegal, cT unenforceable Mwision. had newer been Contained in this Agreement
23. Entire. Agreement. This Agreement and tine c-khibits auached thereto, consliwte the
entire agreement among the parties hereto with respect to the subject matter bereot and
.�persede any prior undeastarxs or ivt7Eter1 or oral agreements between the parties with
respect to the subject matter of this Agreement" No arneadmeat, modif'i.catiou,
=cellat.ion ar ,Otcnation of the terms of this Agreement shall be binding on any party
hereto unless the saine is in writing dared subsequent to the date hereof and is duly
authorized and cx:ecuby the parties hereto.
24: No Waiver- for Failure to 'Enforee. The failure of either party to emforce or insist
upon compliance lvith any of the terms or ct)nditions of this Agreement shall not
cons-utute a general waiver or relinquishment of any such terms or conditions, but the
stone shall be and .rernain at all times in full farce and effect_
25. Captions. The captions contained in this License are for informational purposes
only and shaU not in any way affect the substantive terms or conditions of -this License.
26. Laces of Texas. This License shall be governed by and construed in accordance
with the laws of the Smote of Tuts. Venue bor 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 WI"J I ESS WHEREOF, the parti � . ergo have executed this License in
duplicate oriDnals on this ._f -day of ,._2005,
LICENSOR
THE CITY OF DENTON, TEXAS
rtiiee Con.duff �d
City Manager
ATfE,ST-
JENNTER--- WALTERS, .'SECRETARY
HER*Br I
IVA APPR AS'�O LEGAL FORM:
L. CITY ATTORNE Y
E'r L, PR. IT
BY:
LICENSEE
ADVANCE'JN4jdsuvau,L L.P.
By ADVANCE USA Enttrp^ses, L.L.C.
ILs C a rat Pamer
By
rim. Gh fa4na�tk
UVINIartager
STATE OF TEXAS
COUNTYOF-f),'�
bzffT-O/'N
MGM me, the tmdmiped notary public, on
this, . day personally appm-ed
M - I -- V". the
k-rKi-v*v-n to me; to be the
person 4hose- nary is subscribed to tht oregoingimst-im:ient; and acknowledaed to me
dim he/she executed ffiia insbwnont for the purpose;s, and cGnsid-crafia-a therein
expressed.
(: vt-n under nay hand and sere! of office &his _��day of _ _2005.
f
----1..�- f , , Notary Public -
ti �CHRISTINE A, FLACK
F a
Navy kvtt
State of Teas
����' COMM. Exp. 3.2.2009
STATE OF TEXAS §
COWI`Y t).P ..L) �S- _§
BEFORE' ME, rht undersigned authority, on this day pers€>naU-y appeared
Vv*'m. G. Janacek kmGNNm to me to be the Nrson and official uiose name is
subscribed to the foregoing bstrumm� and acknowledged to me that the same was
the act of said Licensee. ADVANCE Midstream. L-P_ and for the purposes
and consideration therein expressed, and T the capacity therein swell.
,--, �J
CriVEN' UNDER IviY RANn AI D Sl~ AT 4F t�l. MrF this'-) da at:
Notary Public, State of Texas
w �N
_ c NotW?ublic, State of Texas
G��er'YPr . MY Cammissm Expire$
w,,,,,r• FebwOry 24, 2007
'MY Commission Expires: _� �-r v-CL r a 000
0
ADVANCE MIDSTREAM, LP op-owd t-Y
DENTON GATHERING MANAGEMENT, LLC Exhibit "A-11f
DENTON SOUTH PROJECT
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R.O. Box M6 - Dorftn., TX'76202
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(D G4 of Dentin RUN CpxJ-?v Locaton
t-jivmom st*91 7l11 3105
AnVANCE MIDSTREAM,
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DENTON GATHERING MANAGEMENT., LLC Exhibit "A-291
DENTON SOUTHEAST PROJECT, PHASE I
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3DO N. Elm SL, Ste. 200 Scmk& I Inch equals 432 that
P.O. Bw 686 - Denton, TX 76202
4 of Canon ROW Crovsfnq Location
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LICENSE AGREEMENT TO USE CERTAIN CITY PROPERTY FOR
PLACETTVIEhiT OF I'R NSNIQSSION PIPF LI?VES
Tl-l;f, STATE OF 'ry.,xAS §
§ TCNOW ALL MEN BY THESE PRESENTS:
COUNTY OF Df NI'ON §
`T &T the City of Denton, Texas, a home rule murdcipal corporation
C`Lkensoe), acting by and through its duly authorized City Manager pursuant to
Denton Ordinance .No. 2005` 1.75, for the consideration set out below, the re-ceiot anti
sufficiency of which is hereby acknowledged, does hereby grant unto, Advance
Midstream, L.P., ("Licensee"), its successors and assigns, the h6t to enter upon,
consrna:ct7 operate, maintain, repair, replace one gas pipeline in that certain parcel of
land owned by the City of Denton. in Denton County, Texas, Licensee as described .in
attached Exhibits "A" and "B" attached hereto and incorporated herein by .reference
("Licensed Premises"). Licensee shall. :provide "as built drawings" to the office of the
City Engine&r and to the Fire Marshal of the City of Dcntou apon cornpletion of
construction.
Section I -Licensee Obligations.
Prior to construction, the Licensee shall provide Licensor a p.l:an. accurately shoring the
proposed location, course and alignment of the proposed pipeline, the time, manner,
means and method of the proposed coustniction, the particular commodity proposed to
be transported through the pipeline, and the maximum pressure and maximum
temperature under wWcb the same may be pumped or otherwise caused or permitted to
-flow :t?uou h any and all of the particular portions of the pipeline. The plan shall also
:include:
.a_ The diameter., normal. operating pressure range and the maximum allowable operating
pressure of pipeline;
b. The materials trari'sporteci by the pipeline within the city;
c. The location of shutoff valves for every segment of a pip .Li.ne;
d. The business address and telopl one number of the person. responsible for the operation
of the pipeline;
e. The business .address and telephone number of the owner of the pipeline;
.Advance Midstream License Agr"ment Page 1
f. The telephone number -of at least one emergency contact available on. a 24-hour basis;
and,
g. Certificates of insurance for the coverages set forth in this License; and;
h The name, address and telephone number of Licensee.
i. Such other information as the Licensor shall reasonably request that relates to
placement of the pipeline in the Licensed premises.
Section 2. , erms and conditions.
l^dr and in consideration of the execution of this License and r-he mutual
promises and covenants of the parties hereto, it is mutually promised, understood and.
agreed as follows, to wit:
1. Terrn. This :License shall be for a terin of ten (:10� years unless termi.nared
earlier as provided h.ereaftex.
2. INhiterial tramspor. tee. Licensee may operate the pipeline authorized under this
License for the purpose of transparting. the material -or materials indicated in the Plan.
If Licensee changes the material. transported in a pipeline, the Licensee shall. notify the
Licensor in accordance widb subsection 3. below.
3. Construction. The leased premises is City of Denton park land. Construction of the
pipeline shall be in a manner so that the park land ;nay still be used by its patrons after
completion of the project in the same mariner it was used prior to the gas line project.
Licensee shall protect the patrons using the park from injury and damage both during
and after coasa-uction of the project. Licensee shall. not begin constriction of the
pipeline uvt1. the plans and specifications are approved by the City Engineer. 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. 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 sball have no I'urtber rights for Licensed Premises usage.
4. Updating information. Licensee shall update Information within 30 days after
changes occur. Licensee shall not transport in the pi.pelint any material other than. gas
or operate pipelines in excess of their maximum operating pressure or disable any
shutoff valve, �x.-Fthout the prior written approval of Licensor.
5. Option to 'Terminate. Licensee shall. have the option to terminate this License at
any time upon giving the Licensor written notice sixty (bd) da.ys in advance of such
termination, and upon termination :shall not. be entitled to any reimbursements of the
license fee from the City,
Advance M.idstrimm 'License Ageement — Page 2
6. Option to Terminate. Licensor shall knave, the option to cancel and terminate this
License for failure of Licensee to comply vdth any provi,,sions or requirement contained
in this Lcense after sixty (60) days written notice to do so.
7. Condition Upon Termination or Abandonment. Upon termination of this License
or abandonment of the pipeline, Lic;en,_4= shall abandon the Licensed Premises leaving
all imp{overnents on or. to the Licensed Premises in a good and serviceable condition, or
Licensee shall. rernovz the improvements upon written consent by the Licensor.
�. Uty 'Inspection. The Licensor retains the riciht to make Nisual, tzon-invasive
inspections of the pipeline and on .request of the. Licensor from time to time, to wire
Licensee to provide available records or data to demonstrate its current compliance with
the terms of this License. Licensee shall pay to the. Fire Marsbal its customary fee for
pipeline inspections.
9. C:onsideration. In co,asideration of the execution of this License, Licensee shall. pray
a License fee of Six Thousand Fifty Three and ao one hundredths dollars ($6,053.00)
upon execution of this License.
14. Option to Renew. Licensee shall have the option of renewing and extending
the terns of this License for one additional terra of ten (10) years, by giving notice of
renewal in writing to the Li.cens;cr not less than. ninety (90) days .in advance of the date
of termination of the initial (10) year tern. The license fee shall be adjusted yearly by
the Consumerra Price Index (CPT) :for the additional ten-year terset by the Licensor
based upon the current market rate, as determAried by Licensor.
II. Insurance and Indernn:ity. Licensee shall provide or cause to be provided the
insamee descr_'bed blow upon execution. of t1us agreemznt.
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 injui-y. us coverage should be a minimum
Combined Single Limit of $1.,000,000 per occurrence for Bodily Injury and Property
Darnage. The insurance shall also include coverage; :for environment impairment
b. Automobile :Liability Insurance.
0.) 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-ow.aed vehicles.
Advance Midsm-am License Agreement. — Page 3
C. Worker's Compensation Insurance. In addition to the minimum statutory
requirements:
(1) Employei's Liability limits of at least $100,000 for each accident,
$100,000 for each employee, and a $500,000 policy li ,wt for occupational
disease; and
(2) The insurer agrees to waive rights of subrogation against the city, its
ffi oeial:s, agents, employees, and volunteers :for any work performed for the city
by the Licemee.
(3) '(fie Licensee shall comply with the provisions of with Section 406.096 of
the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission.
d., excess Liability Insurance, Excess Liability Insurance shall. be provided with
Hmits of not .less dria:n Five Million, (:S5,000,000.00) annual. aggregate.
e. Indemnification. Licensee shall and hereby does indemrufy, diefend and ,save
harmless the Licensor., its officers, agents and employees frotn all suits, actions or claims
of any character, name and description brought for or on account of any injuries or
dainages receivtid as sustained by any person, persons or property on account of the
operabans of the Licensee, its agents, employees, contractors or subcontractors; or on
account of any negligent act of ,fau.lt of Licensee, its agents, employees, contractors or
subcontractors In connection with the obligati.ous of the Licensee under this Agreement;
and skull pay -any jndgment, with costs, which may be. obtained against the Licensor
gro'Xi.ng out of such injury or damage INCLUDING BUT NOT LLMITED TO
LIABILITY, CLAWS AND DAMAGES ARhSING INWHOLE OR.. LN PART FROM
TFi=, NEGLIGENCE OF TIT, CIW OF DENTON Pq THE COURSE AND SCOPE OF
PERFORMWIt i� frS DUTES UNDER THIS AGEEEMEIVM IT IS UNDERSTOOD
AND AGREED THAT THE ll\rDEMNITY PROVIDED FOR IN THIS SECTION IS
AN INDEMNITY EXTENTED BY THE LICEN, F.E TO VNIDENQ14T "Y AND
PROTECT ` TIE CITY OF DENTON TEXAS ANDtO.R 17rS OFFICERS.
EMPLOYEfi S, . DEPARTMENTS,AGENTS OLZ_ E
SERVANTS WB - lER THAT
NTEGLIGLNCE IS THE SOLE OR THE CONTRIBUTING OR CONCURENT CAUSE
OF THE RESULTANT IN -JURY, DEATH AND/OR.DAMAGE.
f. General brovisions
(1) All policies shall be endorsed to read 'THIS POLICY WILL NOT BE
CANCELLED OR NON-RENHAIED WITHOUT 30 DAYS ADVANCED
WRTITEN NOTICE TO THE ONVNER AND THE CITY EXCEPT WHEN
THIS POLICY IS BEING CANCELLED FOR. NONPAYMENT OF PRER'IIUM,
IN WHICH CASE 1.0 DAYS ADVANCE WRITTEN NOTICE IS. REQUIRED".
Advance Mids- rearn..License Agreement • Page 4
(2) Comrnercial General .Liability and Automobile Liability insurance shalt be writtea
by cornparues with A: V111 or better .rating. in accordance with the current .Best
Key Rating; Guide
() C:omir.rtercia:l. General. Liability, Automobile Liability, and Excess Liability
i.rtcur;�riGc pol.ici,es shall .name as "Additional Insured" the Licenser and its
officials, Fgents, employees, a.ntl volunteers.
(4) Certif-tckes of .insurance must reflect all coverages and endorsements required by
this section.
(S) Coverage shall be -placed whit insurance carriers licensed to do business in the
State -of: Texas or with nouadmitted carriers that have a financial rating
comparable to carriers licensed to do business in Texas approved by the City.
12. .performance Bond. Licensee shall provide a performw-ce bond, in the amount of
two thousand dollar, per location, (S2,000.00). The performance bond. shall be executed
by a surety company authorized to do business in the State of. Texas .in accordance with
Chapter 225:3 of the Texas Gove riunent Code_
13, Subor,:din:�tion. This License is subordinate to the Licensor's .intuests in the
Licensed Pr,:ci-aises. Licensor reserves the right to use the Licensed Premises and the
airspace: above. he Licensed prernises for any public purpose allowed by law and to do
and perau-t . to ' be done, any work in connection therewith which may be deemed
necessary of .proper - by the Licensor on, across, along, under or over. said :Licensed
Premises; add whenever by reason of said work in connection with said other purposes
it shall he ne-de scary by the City to alter, change, adapt, con:forrr.. or relocate Ucensee'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 dirLctio.rv5 from the City ?Manager without any
claim for reimbursement For the costs of the Teloca[ion or for daLnages against the City;
provided, t a"(T:.icensee shall at all times be entitled to receive from the appropriate;
20vernrnental bodies, excluding the City, payment for alteratioD or relocation of its lines
or tacilitics to whiieb Licensee may be .lawfdly entitled under applicable ,federal or state
lams with to relocation payments.
1.4. !Notice:. Any notice or communication required in the administration, of this
Liceme snall`b6 se:nt to the .Licensor as follows:
City Mmiager of the City of Denton
215 E. Ivlck rmey
Denton, Texas 7:G2.01
Fax Number:'940..382.7923
Any notice or' con_:lmurtication required in the admirdstration of this License shall be
sent to the 'U.6 .nsee as follows:
Advance Lioense ?1grwrr_;;m — Page 5
A.dvatrce �1.i c1 r � am L: P.
47 W. Rock-. W in Ol.ace.
The Wood:fab'ds, i:Iexas 77381
Fax NLimber: 83?.391.348.1
Attention: Won.. G. "Bill" Janacek
15. Police mowers. Licensee is subject to all police powers of the City of Denton. in the
placement ritid.maintenance ofthe pipeline,, as well as all other -ordinances as currently
exists and �s:zl ay be am.endled .in the future of the City of Denton. The City of .Denton
retains reg-MAtory authority over all. health, Welfare and safety issues that may arse .in
regard to the (ran"Sport of oil and gas in the papeli.n:es, except. to the extent prw..m.pted by
State or Fedzeal la1,. l icensor shall have the right to inspect Licensoe's safety reports
and to reotiire t c inspection or rev.iew of the 0.1.1 and aas pipeline by the Fire .Marshal,
or his desloriev 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 bis
designee. or -itie City Engineer, or his designee of the City of Denton.
lb. Non -Transf rrable Without Cbrisetnt.. The rights granted by this agreement inure
to the benee of the Licensor. Licensee's rights shall not be assigned or transferred in
w.bole or in part without the express written co.usent of the Licensor.
17. Waiver. No waiver or modification. of this Agreement or of any covenant,
condition, limitation herein containedshall be valid unless in writing and duly executed
by the party to t-)e charged. therewith. No evidence of any waiver or modification shall
be offered or received in evidence it any proceeding arising :between the parties :hereto
otif of or of siting this Agreement, or the lights or obligations of the parties hereunder,
unless such ::.yai`�,er 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
18. Unenforceable PrgvLiioICt& In the event that any one or more of the provisions
hereof cont�a n,--d in this Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity-, illegality, or unenforceability shall not
effect the offher. provisions, and the Agreement shall be construed as if such invalid,
illegal, or ubenfurce- ble provision had never been conu Fned in this agreement
19. Entirt-.Agreement. This AgYeeinent and the exhibits attached thereto, constitute the
entire agreeme.wl among the parties hereto with respect to the subject matter hereof, and
supersede any prior understandings or writinn or oral agreements between the parties with
respect to the subject rrlatter: of this Agreei eot, No arnendmen.t, inodif2cation,
canceil.ation or alt:-ration. of the terms of this Agreement shall be binding on any ply
hereto unless the same is in writing, elated subsNuer..t to the date hereof, and is drily
authorized. and executed by the parties hereto,
Advance, N id.smarn License AgreemenE -- Page 6
20. No Waiv`er fir Failure to Enforce. The failure of either party to enforce ar insist
upon compl.ki hce with any of the terrns or conditions of this Agreement shall not
G Wsritllte. a general waiver or relinquishment of any such terms or conditions, but the
"Name shall'b 'and remain at all titnc:s in full force and effect.
21. Captiahs. The captions contained in this License are. for i.nfonnadonal purposes
only and shall. not in any way affect. thesubstantive terms or conditions of this License.
22. Laws ref Texas.. This Lia=se �t ] be. governed by and construed in accordance
with the la.%'s of the State of Texas; Venue for any disputes wising from the
performaac e- .ref this Liccuse shall be in Denton County, Texas. All payments under this
License shad -cak-c place in'Denton. County, Te3ras.
IN' WITTKESS WHEREOF, the64,,r-
THE
ATTEST-
:TEIv-,NT1-T_-I;. Wr1 LTER.. CITY SECRETARY
BY: j ,4t' �i
.PPxO bDWf I 1q::)jr
TO U. ,GA >~ORM:
ED •YIN M, E S , Arl * R NLiY
BY:
ADVANCE MFDSTREA.M L.P.
By ADVANCE USA I✓nteq)rises, L.L..C.
Its 'General Partner
Ltovzz
By
'V n. G. Janacek
Title: Maria%r.
Advance Midstream License Agrecmant — Pap 7
STATE OF TES AS §
C UNTXOP •D}�'NTON §
Heltore r'. '� D /t , the undo- signed notary public, on this
day personally appeared Reward Marun, the; Interim City Manager of, the City of
Denton, Ikmown to rue;; to be the person 'whose narne is subscribed to the foregoing
instrume.w, arid. a6knowled.ged to me that he executed the instrument for the purposes
and considtsauon therein expressed.
Given •und.e;r .my hand and seal of office this y o�'�'
.� [ia t � 2UOb.
JANE E. RICHA.RDSON +?
�'�•. ~:�� Notary Put XIC, State oiTe S �1 �`jd•{� __�1 ____
K4Y cornm"Ssi�.- Evires N'otaYy Public
My Co-m-mission Expires,:�2 . % oeq
STATE OF'TEXAS
COUNTY OF Dh::NTON §
F?:E.'FORE 2\, the undersi ed authority, on this day personally appeared
t i the
and acknOwledged to .nle that h she executed the instrument :for the purposes and
consider itidit therein expressed_ -409-n/c e &,44" sEs,
Givt'n under my hand and seal of office this ? day of 7,,.2006.
Notary Public, State of "texas
My Conurrr ssion Expims.--j._'
A,5,0 ;�., MIC•HAX-L FOffEK
�� • r•,�"� Wot4q* Public, State of Texas
.,yyi MY Commission Expk=
,rays January 27, 2007
Advance NlAidt,treani . itense Agreement — Page 8
Colemwi & Assoc. Land Surveying
P.O. Box 686
Ura�1 �r►, 'I'c�,s 76202
PIR-we f") i(i):iEiS-R'11.5 F:t,s: 040 5655-t►K00
Exhibit "ASI,
20 foot Gas License Area
Airport Road Open Space
FILED 140TES to all that certain tract or land situated in the T. Toby Survey Abstract
Number 1235, City of Dentan, Denton County Texas and being :a part of tl a called
41.629 acre tract described in the dead fm.m J, Newton Ray7-or to the City of Deoton
recorded in Volume 516, Pane 648 of the Deed .Records of Dorton County, Texas; the
subject tract bcing more particularly described as follows:
EEG i?�Iitit�z for the Southwest comer of the tract being described herein at a 'h inch
iron rod f imd at the Southwest corner of the said 41-629--acre Tact on the. north right-of-
way of F Vi Highway 1515 (Airport .Road);
THENCE \corth 00 Degr=s 19 Minutes 00 Seconds East with the West line of the
41.629-acre "tract a distance of 20.3 feet;
T ENC.E Norih. 80 Degrees 47 Minutes 51 Seconds East across the -A+1.629 acre tract a
distance of 605..3 feet to the East line thereof;
T9EtirCE, South 00 Degrees I9 Minutes 00 Seconds West with the East line of the 41.629
acre tract a distance or 20.0 feet to the extension of the North line of the called 100-foot
wide Easement and Right -of -Way a, described in the instr=ent fr m Rayzor et al to
x.P.&L.:recorded i:n Volume 911, Page 894 of the said deed records and being 100 feet
north of the Southeast corner of the 41.269 acre tract;
THFNCE Sots h 80 .Degrees 47 MLqutes 51 Seconds West across the 41.62.9-acre tract a
distance of 605.3 feet to the PLACE of SEGiNN WG and enclosing 0.278 of an acre of
land.
Together with a 30 foot 'temporary Construction Area North of and adjacent to the above
describeJ xroa as shown by Exhibit "Ii" aEt=hed hereto.
S
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CALLED 245.89 ACRM .
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CONSTRUC110N AREA
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CAUED 41.6W ACRES
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GO
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VOL, 616, P. 543
--Z S
(N 89-14V 597,OW) 607' S ��'•
S ARINGS & D1S7ANICES BASED ON: �
TSKAS COOR011'ATE SYSTEA OF 1983,
NORTH CSWRAL-ZONE {4202j
BASED ON GPS LIES TO GEEDGE11C CONTROL
�'"lERGENCE = 00'44*W
COMBWED SCALE E FAC c OR = 0.DW84667
TO GET SURFACEDISTANCES
?,WL�T"`1PLY BY,, 1.BWi 5335
HI EXI S: 11-811
UCENSE AREA
IN THE T. TOBY SURVEY ALI M
OrTY or DEWO14
DENTON COUNTY, TEAS
DRP,WN: CF "06 p1%: 1202 .
CHECKED: YV.UiC DATE.• 6-2-05
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Land Surveying
P. O. BOX 880 • DENTON, TDM 76202
?H(S4a)555-821S,FAX (040)565- SM
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0 M C XDAN & ASSM SURV.EYINJG
ORDINANCE NO. D...�1 7b"
AN' ORDINANCE GRANTING APPROVAL OF A LICENSE AGREEMENT FOR THE
SUBSURFACE USE OF A PORTION OF THE AIRPORT OPEN SPACE PARK
APPROMMATI .Lv 57:9 FEET FOR TiE PURPOSE OF A. NATt.iRAL GAS PIPELINE IN
ACCORDANCE WITH C RAPTER46 OF THE TEXAS PARKS AND WILDLIFE CODE;
PROVIDING FOR THE, WtJANCE OF LICENSE; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, Scction 26.001 of the Texas Parks of Wild.lire Code provides theft public
land designated and used as a park may be uSed for a non -park purpose if the City Council finds
after notice attd hearing that there is no feasible and prudent alternative to the use of such land
for the proposed project and the proposed project. includes ati reasonable pla�rming to minimize
the ham to the park res`u Bing from such use; and
WHEREAS, the City of Denton desires to conperatc with the Advance Mlidstrearn, L,P.
in the development of Nauiral Gas Pipeline by providing a license for the construction of a
Natural Gas Pipeline 579 linear feet along _he fro;itage :-).FAirpo:t'Roiid, rlvl 1515; and
WHl .RE AS, developer Advance Midstreatrt, L.P. dtssres io construct the Natural - Gas
Pipe.linc .across Airport Opci) SpacuPark since alternative options would not he feasible and
prudent; anti
W'H E.REAS, the City provided notice M the Denton Record Chronicle on May 30, June 6,
and June 13, 2005 of a Public Hearing to be hcfd on June 21., 2005 in the Council Chamb-ers to
consider thy', alterhatives to the use of City Park and Recreational land for the subject private
r:atural gas pipe line p.rojcct; and
WHEREAS, the City Council on June 21, 2005, received testimony and evidence
regarding altemat=:ves to ire use of the Airport Open Spacc Park for this Natural Gas Pipeline,
and based on seem t.cstimony and evidence the City Council. hereby finds that the proposed
routing of Natural Gas Une across cite park area to connect to all existing natural gas pipetine is
the only feasible and prudent alternatiVe; and.
WHEREAS, the City Council finds that the proposed use of park lard does not fall within
the purview ofSection 253.00E of the Texas'Local Govemment Code; and
WI-iER.EAS, the City Council finds that there is no feasible antl prurient altermative to t};e
use of the park lAnd and that the natural gas Hvie project when constructed in accordance with the
provisions of the: license as described below will minimize the harm to the park land resulting
from the proposed subsurface use of such park land effected shall remain useable for the park
patrons once the :;onstruction of the privaic driveway i,ytprovernents are completed; NOW,
THEREFORE,
\'(ku pffi,*= 4Rc{ nr•Ct �vu 76.tF..)C
•
•
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The natural gas line proposed by the Advance Midstream, 'L.P., be
constructed and maintained below the surface of the park: property descrit�ed in Exhibit A and
depicted in Exhibit" S" which are attached hereto and made a part hereof for all ptuposes, and
that the surface of the park aft.-Cr installation of the ristural gas line be constructed in a rnartner so
that the part: lan.a may stilt be used by its pagans ages comnlertion of the projec the same_
manner itwas used gas tine proiec(_
SECT ION 2. A license which is revocable as rl!gUired by law be drafted and approved
by the City Auomey, or his designee and sipped by the City Manager, or his designee allowing
the use of the park oroperty as referenced above with appropriate provision to insure the
improvements are constructed in accordance with City Subdivision Rules and Regulations;
protects the patrons using the park injury an�_agc_b-9th during and after construction of
V" the project; collmensates the City for }.hc reasonable tn.arke:t vah c of the Lise horein granted and
generally protect the health, safety and general welfare ofthe City.
SE-QTION I During construction of the gas pipeline improvements, Advance
Midstream, ti.P. may have tem- porary use of such additional park land necessary to stage the
constructlor: of tiie improvements as may he approved by the Director of Parrs and Recreation
Departm. ent and a.tthe completion of the construction activities iar the above improvements such
additional part: lard shall be restored to the condijion to which it existed prior to the beginning of
such constnuction activities.
SECTION 4, 'rhe rights and benefits set forih in this ordinance may not be assigned
without the express written consent of'the City.
SECTION 5. The License above grantee snarl, to the extent allowed by law, constiii-ite a
covenant running with the land and be filed In the Deed Records of Denton County, Texas.
SECTION 6. This ordinance shall become effective immcdiate.iy upon its passage and
approval.
PASSED AND APPROVED this the day of
2005. '
L C4
l:ULINE BROCK, vMAYOR
ATTEST:
SEN?�F ERWALTERS, CITY SECRETARY
S YY PYi tW Cs�pcli�c•Lfaapcu `ti tiC)Cl'$g(: 2 01 3
•
C11O1emm & Assoc. Land Sunlev ng
P.O. M YN f i}01Pi
76202
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Exh,bit `A"
�O foot Gas License Arca
Airport Road Open Space
FILED N071'ES to all thm, certain tract of bend situated in the T. Toby Survey Abstract
Number 1285, City of Denton, Denton County Tcxas and being a part. of the called
4 , _629 acre tract described in the deed from J. Newton Rayxor to the City of Denton
1.ecorcl-d in Volume 51,6, Page Gib of the De3 ed Records of'Denton County, Texas; the
subject. rract being mare Particularly described as follows:
BEGINMI C, ror th.e Southwc;st corner of the tract bcing described herein at a .Z inch
iron rod ,bund ai the Southwest comer of tl•ic said 41.C29-acre tract on the norrh .6 f
ght-o
way of FN3 .1;•Iighway 1515 (Aitpo-t Road); cr
THENCE North 00 Degrees 19 Minutes 00 Seconds East with the West line of the
4`.629-ac.re tract a distance oF20.3 feet:
THENCE forth 80 Degrees 47 Minut.es 51 Seconds East across the 41.629 acre tract a
distance c�•605;3 :feet to the ]rust line thereof,
T1-IrNC.E Sot}th 00'Degrces 19 Minutes 00 Seconds West with the East line of the 41.6.29
acre tract a distance of 20.0 Feet to ti!e extension of the North line of the caviled 100 foot
vaide F. asemcht. and Right -of -Way as del -scribed in the instrument from Raynor et al to
T.P.&.L. recoTded in Voitunc 911, Page 994 of the said d::ed records and being 100 feet
north of ohe southeast corner of the 41.269 acre tract;
THENCE South 80 Degrees 47 Minutes 51 Seconds West across the 4.1.629-acre tract a
distance ct'605.3 feet to the PLACE OF BEGfl+INING and enclosing 0.278 of an acre or
land.
Togcih.er with a 30 foot ternporary Construction Area North of and adjacem to the above
described area as shown by Exhibit IB" altaclted hereto,
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* SEARINGS R. DISTAPIC" S BASEO ON:
TEXAS C;OORDII :IA;'= SYS T ENi OF 1983,
NORTH CE TRALZON-E (=202.
8ASE0 ON GPS T1ESTC) G!^ODET7C CONTROL
CONVERGENCE-
COOL DINED SCALE FA ACTOR = O,a9984667
TO GET SURFACE DISTANCE$
NIULTIPLY BY, i.00015335
•EXHIBIT "B"
UCEN•SE AREA
IN THE T. TOBY SURVEY A-1285
Cm OF DEwrON
DEMON COUNTY, TEXAS
DRAWN: CF joe #: 1202
CHECKED; WMC DATE: 52•05
REdiSE0: N/A SCALE: r -+ 00•
CAU'10 •4i.628 ACRE'S
J. NEiMTOM PAY203t
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YOL Sic P. 648
30' TEMPORARY
CONSTRUCTION AREA
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P. O, BOX 6C9 • DEWON. TEXAS 76202
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0 M05 c.0LEMM ,& ASS0--. SURVEYING
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 §
WHEREAS,, 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., and, ADVANCE Midstream, L.P.,
("Licensee"), entered into a Right of Way License Agreement on August 11, 2005
granting Licensee , the right to enter upon, construct, operate, maintain, repair, replace
and expand oil and gas pipelines in certain parcels of laud or easements owned by the
City of Denton in Denton County, Texas. Licensee .desires to amend Exhibit "A" 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* amendment to the
agreement ("License").
Section 3-Application.
The Licensee has sbbmitted a -,complete application for the amendment to 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 maximum pressure and maximinn
temperature under which the same may be pumped or otherwise caused or permitted
to flow through any and all of the particular portions of the pipeline(s). The
application includes:
a. Maps or schematic drawings, 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 number 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 $1,000.00 shall be paid by Licensee at the time each
application is submitted along with an 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 showing the location of all cutoff valves
relative to the Iocation of all streets or alleys across or along which the proposed
pipeline(s) shall be laid. Two copies thereof along with 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:
1. - Term. The amendment shall be added to the original term of ten (10) years
unless terminated earlier as provided hereafter.
2. Material transported. Licensee may operate additional pipelines authorized under
this License for the purpose of transporting the material or materials indicated in the
application or in accordance or in accordance with 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 with 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 filed with the city is true,
correct and complete.
4. Not Authorized by License. This amendment to the 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 Texas Revised Civil Statutes Article 1175.
5. Option to Terminate. Licensee shall have the option to terminate the amendment
to the License at any time upon giving the Licensor written notice sixty (60) days in
advance of such termination, and upon termination shall not be dntitled to any
reimbursements of the license fee from the City.
b. Option to Terminate. Licensor shall have the option .to cancel and terminate this
amendment to the License for failure of Licensee to comply with any provisions or
requirement contained in this License after sixty (60) days written notice to do so.
7. Condition Upon Termination. Upon termination of this amendment to the
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 permits, and
effect such removal within 120 days. Licensee shall not be required to pay any fees
under this License for an abandoned pipeline following the date of its abandonment;
however, Licensee shall not be allowed any credit or rebate for any fees previously
paid for an abandoned pipeline.
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 amendment to the
License, Licensee shall pay an additional License fee in these amount of One
Thousand Dollars ($1,000.00) per Local Street Crossings, Fifteen 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 amendment to the License to be included in the original
ten year term. Licensee shall pay a fee of Ten dollars, ($10.00), per linear foot to the
City of Denton for an amendment to the license to encroach upon any of Licensee'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 may be 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, supervising, inspecting, and
regulating pipelines in streets.
(b)• The City does not waive by assessing the fees herein and expressly reserves its
right (i) under Texas Tax Code § 182.025 to make a reasonable lawful charge for the
use of a street in the city by a "public utility", as defined 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 mare a charge
for the use of its streets in excess of the charges set forth in this Section 2 (10) (a).
Such other fees or charges, if assessed by the city, shall be in addition to and not in lieu
of the charges set forth .in this Section 2 (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 under which the other fees or
charges are assessed.
11. Option to Renew. Licensee shall have the option of renewing and extending
the term of this License for one additional term of ten (10) years, 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 term. 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 City of Denton. Licensee shall bore under 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 syrance.
(1) Adinimum 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:
(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 perfomned 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 110.110 of the Texas Worker's
Compensation Commission.
d. Excess Liability Insurance. Excess Liability Insurance shall be provided with
limits of not less than Five Million, ($5,000,000.00) annual aggregate.
e. Indemnification. Licensee shall and hereby does indemnify, defend and save
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 under 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 INDEM CFY PROVIDED FOR IN
THIS SECTION IS AN INDEMNITY EXTENTED BY THE LICENSEE TO
INDEMNUY AND PROTECT THE CITY OF DENTON, TEXAS AND/OR ITS
OFFICERS, EMPLOYEES, DEPARTIV�NTSL AGENTS OR SERVANTS
WHETHER THAT NEGLIGENCE IS THE SOLE OR THE CONTRIBUTING OR
CONCLTRENT CAUSE OF THE _RESULTANT INJURY, DEATH AND/OR
DAMAGE. —
L General provisions
(1) All policies shall be endorsed to read "THIS POLICY WILL NOT BE
CANCELLED OR NON -RENEWED WITHOUT 30 DAYS ADVANCED
WRITTEN NOTICE TO THE OWNER AND THE CITY EXCEPT WHEN
THIS POLICY IS BEING CANCELLED FOR NONPAYMENT OF
PREMfUM, IN WHICH CASE 10 DAYS ADVANCE WRITTEN NOTICE IS
REQUIRED".
(2) Commercial General Liability and Automobile Liability insurance shall be
written by companies with A: VIII or better rating in accordance with the
current Best Key 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 must 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- nonadmitted 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
two thousand dollars per additional location, ($2,000.00). 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. This 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 work in connection therewith which may be .deemed
necessary or proper by the Licensor on, across, along, under or over said Licensed
Premises; and whenever 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 directions from the City Manager
without any claim 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 of any conflict between the parties hereto such that either
party brings or commences any legal action or proceeding related to this agreement,
including, but not limited to any action pursuant the provisions of the Texas Uniform
Declaratory Judgments Act (Tex. Civ. Prac. & Rem. Code §37.001, et. seq.), the
parties hereto agree to waive any and all rights to attorneys fees to which the
prevailing party might otherwise be entitled.
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;
ADVANCE Midstream, L.P.
47 W. Rock Wing Place
The Woodlands, TX 77391
Office: (281) 363-2537 .
Attention: Wm. G. "Bill" Janacek
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 Licensor's 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 -Transferable 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 may be hereafter determined by the parties, no party to this Agreement may sell,
assign, partially assign or transfer its interest in this Agreement, or any of its right,
duties, or obligations hereunder, without the prior written 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 waiver 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 waiver or
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 unenforceability 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 amendment to the 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 terms of this Agreement
shall be binding on any party hereto unless the same is in writing, 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 with any of the terms of 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 7�1;pday
the IT
he to have executed this License in
duplicate originals on of 2006.
ICJOR
THE CITY OF DENTON, TEXAS
By
Howard Martin
Interim City Manager
ATTEST:
JENNIFER WALTERS, PI'Y SECRETARY
BY:��MLJ
APPR04D AS O LEGAL FORM:
EDWINM. E CITY ATTORNEY
BY:
�j LICENSEE
ADVANCE Midstream, L.P.
By ADVANCE USA Enterprises, L.L.C.
Its ja
al.Partner
By - '. r
Nam. G. J cek
Titl ager
STATE OF TEXAS
Dckl) -s
COUNTYOF PEN N
Before me, Q 0` M the undersigned notary public, on
this day personally appeared aC-2.(C__ the
of known to me; to, be the
LA
person wh se name is subscribed to the foregoing ins6ument, 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
_!p7dayof �p2006.
Ta.
[E:
MELETHA WALTERS
Notary Public, State of Texas
My COMMSsion Expires
Nbntory 24, 2007
STATE OF TEXAS §
COUNTY OF DENTON §-
BEFORE ME, the undersigned authority, on this day personally appeared
[A* AIV
known to me to be the person and official whose name is
subscribed to the foregoin instrument, and acknowledged to me that the same was
the act of said Licensee, and for the purposes and consideration
therein expressed, and I the capacity therein stated.
GIVEN UNDER MY HAND
2006.
AND SEAL OF OFFICE this CT day'of
Notaxy Public, State of Texas
My Co WssionKpireVs:
VFW AtlIW6, RR%
City of Denton
Engineering Department
City Hall East
601 E. Hickory, Suite B
Denton, Texas 76205
Attention: Paul Williamson
P.GfUwTD
.�vsr►b;'4, JENNIFER K. WALTMRS
NotaryPublic, Stateof-Texas
=•s My Commission Expires
'•;,rFOf �'s' Decembei 19, 20a6
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PERFORMANCE BOND
THE STATE OF TEXAS §
COUNTY OF DENTON §
DUPLICATE ORIGINAL
Bond No. RLB0012569
KNOW ALL MEN BY THESE PRESENTS: That Targa North. Texas LP, whose address
is 1000 Louisiana Street, Suite 4300, Houston, Texas 77002, hereinafter called Principal, and RLI
Insurance Company, a corporation organized and existing under the laws of the. State of Illinois,
and fully authorized to transact business in the State of Texas, as Surety, are held and firmly bound
unto the City of Denton,'-a.municipal' corporation organized and existing under the laws of the State
of Texas, hereinafter called City, in the penal -sum of Twenty Tliousand and N. 0/100 . Dollars
-($20,000.00) plus.10 percent of the stated penal sum as an additional sum of money representing
additional court expenses, attorneys' fees, and liquidated damages arising -out of or connected with
the below - identified Contract, in lawful money of the United States, to be paid in Denton County,
Texas, for the payment of which sum well and truly to be made, we hereby bind ourselves, our heirs,
executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.
THE . OBLIGATION. TO PAY SAME is conditioned as follows: Whereas, the Principal by
Correction Assignment, Bill of Sale, and Conveyance; dated effective January 1,-2009, acquired and
assumed all obligations of Advance Midstream, L.P. in that. certain i) Right -of -Way License to use
Certain City Property for Placement of Transmissions Pipelines, dated August 11, 2005, insofar as .
the license of the pipeline described in Exhibit A-3 only; ii) License Agreement to Use Certain City
Property for Placement of Transmission- Pipelines, dated January 25, 2006; and. iii) Right -of -Way
License -to use Certain City Property for Placement of Transmissions Pipelines, dated July 28, 20.06;
copies of which are hereto attached and made a part hereof (collectively, the- "Contract").
PERFORMANCE BOND - Page 1
NOW, THEREFORE, if the Principal shall well, truly and faithfully perform -and fulfill all of
the undertakings, covenants, terms, conditions and agreements of the Contract during the term
thereof and any. extension -thereof which may be granted by the City, with or without notice to the
Surety,. and during the life of any guaranty or warranty required under the Contract, and shall. also
Well and truly perform and fulfill all the. undertakings, covenants, terms, conditions -and agreements
of any and all duly authorized modifications of. said Contract that may hereafter be made, notice of
which modifications to the Surety being hereby waived; --and, if the Principal shall fully indemnify
and save harmless the City from all costs and damages which City may suffer by reason of failure to
so perform herein and shall fully reimburse and repay City all outlay and expense which the City
may incur in making good any default or deficiency, then this obligation shall be void; otherwise, it
shall remain in full force and effect.
PROVIDED FURTHER, that if any legal action be filed upon this Bond, exclusive venue
shall lie in Denton County, State of Texas.
AND PROVIDED FURTHER, that the said Surety, for value received, hereby stipulates and
agrees that no change, extension 'of time, alteration or addition to the terms of the Contract, shall in
anywise affect its obligation on this Bond, and it does hereby waive notice of any such change,
extension of -time, alteration or addition to -the terms of the Contract.
This Bond is given pursuant to the provisions of Chapter 2253 of the Texas Government
Code, as amended, and any other applicable statutes of the State of Texas.
The ' undersigned and designated agent is hereby designated by the Surety herein as the
Resident Agent in Harris County to whom any requisite notices may be delivered and on whom
service of process may be had in matters arising out of such suretyship, as provided by Article 7.19-
1 of the Insurance Code, Vernon's Annotated Civil Statutes of the State of Texas.
PERFORMANCE BOND - Page 2
IN WITNESS WHEREOF, this instrument is executed in one (1) copy, each one of .which
shall be deemed an original, this the 17t',day of September, 2009, but effective for all purposes as of
September 2, 2009.
ATTEST:
M �: 1► • 1'
Targa North Texas LP
By: Targa North Texas GP LLC,
Its general partner
BY: 'N BY: �2
ECRETARY Joe Bob Perkins, President
ATTEST: SURETY:
RIWInsurance Company
BY... BY:
OV Greg A Chilson, Attorney -in -Fact
The Resident Agent of the Surety in Harris County, Texas for delivery of notice and service of the
process is:
Name Roy C. Die
Street Address: 8 Greenway Plaza, Suite 400, Houston, TX 77046
(NOTE:- Date of. Performance Bond must be. date of Contract. ' If Resident Agent is not a
-corporation, give a erson's name. A power of attorney must be attached authorizing the attorney -in -
fact to bind the Principal.)
PERFORMANCE BOND - Page 3
RLI
RLB0012569
di Suety POWER OF ATTORNEY
A division of RLI Insurance Company
RLI Insurance Company
Know All Men by These Presents:
That the RLI INSURANCE COMPANY, a corporation organized and existing under the laws of the State of Illinois, and authorized and licensed
to do business in all states and the District of Columbia does hereby make, constitute and appoint: GREG E. CHILSON
in the City of HOUSTON , State of TEXAS , as Attorney -in -Fact, with full power and authority hereby conferred upon him to sign,
execute, acknowledge and deliver for and on its behalf as Surety and as its act and deed, all of the following classes of documents to -wit:
..,...:...
$20,000.00
Iri:., .:..:..:-
chat-may;:be.desired. bcorihract,.or,ma be=i
ctdmy;:SuretyUnertkinags',ion"or: r.oceedinf :in -`:an ::court of aw';r>
p, Y.
ui,ty; policies >ndeiiihifyin _emp7:o. ers, a a.ins.t.'loss or. lama e::caused b :;alii:<iniscond_ :t;:of-.:theii; em'lgy.ees;:offi:c-ial :bail and.=;`
surety.and::f>de.lity:_bonds Indemnity ;in .a la:cases where--lndemni:ty; may:;be lawfully`: iven`and`with`:fuFl :over=a:nd author:it ::fo
r : :., . g P Y -
;.executeaonsen _:..;.-.,,., .. ,..,.:_... =':. -
ts and maiver.s...to:.modif .:or':chan a or:extend..an :;bond: or.-:document,executed.for .this<Com "an °and: -to °comJ'romise
n. - -
a .se ari tle .arid .all ,el ms r mail a'de 'zi' i al o ;de ds :in or'e s"t n a'ii id' C `an
....,......
a' st-sa om
The RLI INSURANCE COMPANY further certifies that the following is a true and exact copy of a Resolution adopted by the Board of
Directors of RLI Insurance Company, and now in force to -wit:
.......:.......
-..,. ._,... .AtorneY,tow.
nahe cr"oiate::kiP•A;bondf 'undet-. thor,a-=
:::name of the Company::bye,the Pr'elident;:.Secretar'.y;::any:Assisaant Secretary, Treasurer:; or•:any.;V�ce;Pres.ident, or.by'such;,ott er.:officers
= _ _s
as;:'the.'B`aid " f'e'.',-..., -
0 o-..Di_.. ctors.ma� auth.df-itie-:�The President; an :V�ce:'Pr.esident `Secretar ;an ..Assistant=.Secretar: or. the:Treasur:er;'ma ' V
a orrit-Atto"r.ne s-an-'F,.act>or,=A ents:w;ho:shall::hay.eauthorii .ao.issue=bonds olic'ies or::uncle'rtakn` "s:inahe=`nameof'ttieC.om'an ..
iThecoi` rate' i e v
po. ,:.s•eal s no :n cessary._forahe alidity of::any:;bonds;:pol>ci'es;,u:ndertak'i:ngs, Powers of'Attoxney, or;other-.obl-igaGons;of;__...
Gh.._,.aybr.nte.orateseamdasimile ge:corporation,'Tsa
(Blue shaded areas above indicate authenticity)
IN WITNESS WHEREOF, the RLI Insurance Company has caused these presents to be executed by its PRESIDENT with its
corporate seal affixed this
``�„ ►►Illlir,rii
J�INNCE CO't!''''.
ATTEST: !�•• . 0Qkp O RqT� . 92 RLI INSURANCE COMPANY
CC —�— �•G
CORPORATE SECRETARY '� •• SEAL � PRESIDENT
• •
State of Illinois ) / • • • • • • • • • ���`
County of Peoria ) ///II��lllli������`
On this 17day of Sept. 2009 before me, a Notary Public, personally appeared Michael J. Stone and -Jean M. Stephenson, who being by me
duly sworn, acknowledged that they signed the above Power of Attorney as President and Corporate Secretary, respectively, of the said RLI INSURANCE
COMPANY, and acknowledged said instrument to be the voluntary act and deed of said corporation.
Notary Public
"OFFICIAL SEAL"
NOTARY
PUBLIC CHERIE L. MONTGOMERY
STATE OF
ILLINOIS COMMISSION EXPIRES 02/02/12
SPA026 (02/08)
RLI Insurance Company
Peoria, Illinois 61615
TEXASPOLICYHOLDER NOTICE
TEXAS
M'ORTANT NOTICE
To obtain information or make a complaint:
You may call RLI Insurance Company's
toll -free telephone number -for information or to
make a complaint at:
1-800-444-0406
You may also write to* RLI Insurance Company
at:
RLI Insurance Company
9025 N. Lindbergh Drive
. Peoria, Illinois 61615
You may contact the Texas Department of Insurance to
obtain information on companies, coverages, rights or.
complaints at:
1-800-252-3439
You may also write the Texas Department of
Insurance:
P.O. Box 149104
Austin, Texas 78714-9104
Fax Number: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us
PREMIUM OR CLAIM DISPUTES:
Should you have a dispute concerning your premium or
about a claim you should contact the agent first. If the
dispute is not resolved, you may contact the Texas
Department of Insurance.
ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for information only and does not
become a part or condition of the attached document.
TEXAS
AVISO EVTORTANTE
Para obtener informacion o.para. someter una queja:
Usted puede llamar al numero de telefono gratis de
RLI Insurance Company's para informacion o
para someter una queja al:
.1-800-444-0406
Usted tambien puede escribir a
RLI Insurance Company:
RLI Insurance Company
9025 N. Lindbergh Drive
Peoria, Illinois 61615
Puede comunicarse con el Departamento de Seguros de
Texas para obtener informacion acerca de companias,
coberturas, derechos o quejas al:
1."800-252-3439
Puede escribir al Departamento de Seguros de Texas:
P.O. Box 149104
Austin, Texas 78714-9104
Fax Number: (512) 475-1771
Web: http://www.tdi.state.tx.us
E-mail: ConsumerProtection@tdi.state.tx.us
DISPUTES SOBRE PRIMAS O RECLAMOS:
Si tiene una disputa concerniente a su prima o a un
reclamo, debe comunicarse con el agente primero. -Si
no se resuelve la disputa, puede entonces comunicarse
con el departamento (TDI).
UNA ESTE AVISO A SU POLIZA:
Este aviso es solo para proposito de informacion y no
se convierte en parte o condicion del documento
adjunto.