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2009-196sAour documents\ordinances\09\targa consent to assign ord.doc 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 / day of , 2009. , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS\'O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 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 all 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. City of Denton By: Attest: George C. Campbell, ity Manager Jennifer Walters, City Secretary By: a Approved as to legal form: Anita Burgess, City Attorney By: Targa North Texas LP, n 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: 1117 it i ` 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 1tJ GHT OF SAY 1CEYVSE TO USE CERT.AW CITY PR.OPE, RTY FOR 1PIACEMEN7 OF TRA1 SWSSION PI'EI.dNES THE STATE 01, TEXAS § KNOW ALL :MEN B'Y Tl- FSE PRESENTS: COUNTY OF DENTON 'rRA.T the City of Denton, Texas, a home mde municipal corporation ("Licensor"), 2Ctiil0 by and through its duly authorized City Manager pursuant to Denton.De•veloprnent 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 successor's 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 in Denton Coiurty, Teas, Ltcerme to cross roads, streets and easements under the iunsdiodon of Licensor as described in attached Exhibit_ "A" attached hereto andinoozporated herein by refcrente 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 Denton upon constnwtion.i item-& ; 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 Dermot,. 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 added by ameudinent to Exhibit "A . Compen&-Zon -for additional. road, stmt and easement crossings for proposed oil arxi gas pipelines added. by amendment to Exhibit "A " shall be paid to the City of Denton pursuant to the terms a conditions of this agreement (`License"). Section .l-Appficatiou. The Licensee has submitted a complete application for the He mse to the Dewtopment Review Committee of the City of Ekmtoft ( `'DRC" a plan acctuat6.y showing the proposed location.; 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 particulaT commodity proposed to be transported through the pipel,ine(s) and the maximum pressure and maximum. tLmperature.i der wbich the same may be pumped or otherwise caused or pmmi:tted to flow through: any and all of the particular portions of The pipelines). The application includes: a -Maps or schernatic 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 o vet (elevation need not be supplied for gathering systems, or if not econotnica3:ly feasible); b, The diameter, narmal operating pressure rw. ge and the maximum allowable operating pressure of each existing pipeline, other than a ga$3eri.ng system, within -the city;. c. The male ials tmmsported by each existing pipeline within the city, d. The location of chuff 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; an. d; L The name, address and telephone number of Licensee. j. Such other information as the DR.C shall reasonably regAkst that relates to placement of the pipeline's in the streets .end as to appropriate compensation herein. An application review bee 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 stall consist not only of the plan but also of a suitable ptoffle, accurately showing the loon of alt cutoff valves relative to the location of all. streets or allevs across or a3ona which the proposed pipeline(s) shall be laid. Two wpie-s 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 ofthe plant and profile delivered to the City Engineer shaE be a producible negative. No comstruction shall begin until such plans have been reviewed and approved by the office of the City Engineer and to the :Firs: 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: L Term. This License shall be - or a term of ten (10) years unless terminated earlier as provided hermfter. Material transported. Licensee may operate pipelines authorized tinder 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 :Directors pursuant to subseetion 3. belo,%•. If :Licensee ehanoes the material transported is a pipeline, the 1.kensee shall notify the Directors in accord-ance with subsection 3. below. 3. Updating information. Licensee shall update permit application information within 30 clays 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, mrithout 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. ' is License does not authorize the dwisport or distribution of naturaal. ,cas 'bv Licensee vkl3.ose -use of streeLs is subject to city action or approval under Texas Revised Civil. Statutes Article .1175.- 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 tenuination shalt :not be, entitled to arry reirnburscments of the license fee from the City. 6. Opdon to Terminate. 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 wrima 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 t}.xat 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 (and 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 aamoval 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 for 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 #i-om time to time, to require Licensee to provide available records or data to demonstYaW its current compliance with the terms of this License. Licensee shall pay to -the Fire Marshal its ci:stornary -fee for pipeline inspections. 10. Consideration. (a) In consideration of the exomtion of this License, Licensee shall pay an initial Licence: fee in ibese amount of One Thousand Dollars (S 1,000.00) per Local Street Crossings, Fifteen Hundred Dollars ($1$00.00) per Collector Strw Crossings, and Two Thousand Dollars ($2,000.00) -per Arterial Street Crossings per pipeline(s) approved by this Lie-case payable upon Licensee's execution of this License for a ten year term. Licensee shall pay a fee of Ten dollars, ($10.00), per Linear foot to the City of Denwu for a ticense to encroach. upon any of Licensofs 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. MclKi ley, Den on, Texas, 7601. 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.A,rtcrial Streets per year per pipeline upon written consent of the City Manager. 'Die foregoing fees are commensLrate ,with 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 (xt~ to assess any other lawful fees or charges. Fvrthex, nothing contained in this License shall preclude the City from irnposing other or additional Bees 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 purs-u=t to Texas Tax Code § 182.025, or other applicable federal, state or focal law, now or hereafta existing, which authorizes th. e City to make _a charge for the use of its streets in exce s of the charges set forth in this Section 2 (10) (a). Such other fees or charges, if assessed by the cky, 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 effc°ct, 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 reuewr'ng and extending i the tarn -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 termination of the initial (10) year term. The license :fee or payment shall be adausted by the C;onsurner.Price Index (CM) for: the additional ten-year terra or as may be sct by the City Council by Ordinan". 12. Construction Upon Execution. Licenser; shall leave the right to becein constriction of oil and g'as pipelines upon the execution of this l:,icense by all parties hereto. Ucensee shall obtain all applicable City permits from the City Engineer, 'who sW approve the plans aml specifications for the crossing of the right of way or easement. Licensee shall obtain. a permit to operate the oil and gas pipeline Emir the Fire 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 constrxtion or regular maintenance gftr constriction. The placement of the oil and gas pipeline shall interfere as :little as practicable with the use of the streets, sidewalks, alleys, ernserrments or private property and shalt be in accordance with the dimctives of the city Engineer of the City of Denton.:Li;censee shall bore cinder tkte: 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 hereirL this License shall be null and void and Licensee shall have -no fi flier rights for Licensed Premises -usage. '1.3. :Insurance rind Indem.nrity. Licensee shag Provide or cause to be provided the insurance described below upon execution of this agreement, a. Commercial General Liability fusurance. This coverage must include p.mmises, operations, blowout or explosion, products, complete operations, blanket comram-al liability, underground property damage, broad foam property damages; independent contractom and pe-rsonal injury. This coverage should be a minimum Combined Single Limit of S1,M0,000 per occurrence for Bodily Injury and 'Properry 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 occurrence for Bodily Injury and Property Damage;; and (2) The Business .Auto Policy :trust show Symbol I .in then Covered Antos Portion of the liabi1hy section in Item 11-of the declarations page which includes coverage .for hirred leased and non-owned vehicles_ c. Workers Comnensation Insurance. In addition to the m1aimum statutory requirements: (1) Employes Liability limits of at least $100,000 for each accident. $1.00,000 for each employee, and a S500,W0 policy limit for occupational disease; and (2) The insurer agrees to waive rights of subrogation against the city, its officials, agents, en`iployets, and volunteers for any work performed for the city by thz< Licensee. (3) The Licensee shall comply witth the provisions of with Section 406.096 of the Texas Labor Code and rule 28TAC '110.110 of the Tex&-; worker's Compensation Ccmrnissiou. d_ Excess Liability Insu ranee. Excess I..iability Ins=.imce shag be provided with limits of not less five Milhor4 ($5,000,040.00) annual aggregate,. C. lndemu fication. Licensee shall and hereby sloes indemnify, defend and save harmless the Li: msor, its officers, agents and employes from ail suits, actions or claims of any character, name and description brought for cr on. account of any injuries or damages waved as sustained by any person; persons or property on account of the operations of'the Licensee, its agents, employees, eont wtors or subcontractors: or on accouni of am, negligent act of fault of Licensee, its agents, employe-s, confrdctors oT subcontractors in connection with the obligations of the Licensee under this Ag eement; and shall pay any judgment, with ousts, which maybe obtained against the Licensor Qrowuag out of such injury or damage INCLUDMIG BUT NOT L1 D TO LIABI11TY. CLAMS AND DA.:N (AGES ARISING LN WHOLE OR IN PART FROM THE NEGLIGENCE OFME CITY OF :D.EN"l'ON IN THE COURSE AND SCOPE OF -P:ERFOR:NENG s LUTES UNDER THIS AGREEMENT. IT IS UNDERSTOOD AND AGREED THAT T14E rNDEI CQN . PROVIDED FOR LN' TFIIS SECTION IS AN INDE•'_v N-TrY EXTWFED BY THE LICENSEE TO LNDFNINI,FY AND PROTECT THE CITY OF D.ENTU t, TEXAS AND/OR T'S OFFICERS EMPLOYEES DEPARTWEtNTS AGL t'd'TS OR SERVANTS MMTHER THAT Ftt_Q1 IGENC=F 1S TIDE SOLE OR THE CO UT',ING- OR CON'CUREttT CAUSE OF TI RESULTANT INJURY, DEATH ANTDiOR DAMAGE. f_ General provisions (1) All policies shad be endorsed to read 7171US POLICY, WILL NOT BE CANCELLED OR NON-RENEUrF,D 'WITHOUT 30 DAYS ADVANCED AT=NNOTICE TO TIIE OWNER AND THE CITY :EXCEPT WHEN 11-US POLICY IS BEING CANOE' LED FOR NONNTPAYMENT OF PRl';1tixIT.TM, IN WHICH CASE l;d DAYS ADVANCE NkI2M. EN NOTICE IS REQUITtE:D (2) Commarcial.(*ienerad Liability -aril Automobile Liability insv wwt shall be vvrirten by compat ies with A: V'IU or better rating in ac ordance. with the current Best Key Rating Guide (3) Conuuercial General Liability, Automobile Liability_ and Exoess Liability insurance policies !'hall name as Additional 1 Tenured the Licensor and its officials, agents, employees, and volunteers. (4) Cesti- is of insurance roust retlec€. all coverages and endorsements required by thus .section. (5) Coverage shall he placed with insra~ance carriers licensed to do business in the Stare of Texas or with nonadmitted carriers that have a financial rating- comparable to carvers licensed to do busines,5 in Texas approved by the City. ` 14. Performance Bona. Licensee shall provide a performance mod, 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 for additional oil and gas pipelines as apl -oved by the Licensor in accordancet?Mh this Agrcement. Th any event the amomrt of the performance bond shall not exceed fifty thousand dollars $50,000. The performance bond staU be executed by a surety company authorizod to do busiaaess .in -the State of Texas in accordance with. Chapter 2253 of the Texas Government Code. 15. Subordination. This License Is subordinate to the Licensor 's 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 the.r ewith whicb may be deemed necessary or proper by the Licensor on, across, along, under or over said 'Licensed Premi~ses; and whenever by reason of said work in connection with said other purposes it _shali 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 shall be made by the Licensee When ordered in writing by the :Licensor pursuant to directions from the City ?Manager Withoru any claim for xeirnbrrrsement for die costs, of the.relocaticm or foT damages against the City; provided, that :Liceusee shall at all times be entitled 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 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 conuncnces any legal action or proceeding related to this agreement, inctuding, but not limited to any action pursuant the .provLsiws of the Texas Uniform Decla.rmocy Judgments Act. (Tex Civ. Prac. & Item. Code §37.0301., et.:seq.), the parties hereto agrw to ,Yaive any and all rights to attorneys fees to which the prevailing party might other,-rise be. ea.thled. 17. Notice. Any 'notice or communication. required iD the administration of this License shall be sent to the Licensor as follows: City Manager of the City of Denton 215 E. McKLnney Denton, Texas 76201 Any notice or communication required in the administration of this Lieertse shall be sent -to the Licensee as follows: ADt/ A\CE Mid trearn, L,R 47 W. Rock Wing Place The Woodlands, 17k 77381. 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 placcruent and maintenance of its oil and gas pipelines, as well as all other ordinances as currently exists and as may be amended in the futtire of the City of Denton. The City of Denton retains regulatory authority over all. bealdh welfare and safety issues that may arise in regard to the trasport of oi) and gas in the pipelines, except to the extent preempted by State or Federal .law. Licensor shall have the right to rnspect Uc r s safety reports and to require the inspection or review of the oil and eas pipeline by die Fire Marshal, or his designee or the City engineer, or his designee, of the City of Benton. Licemor 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-= Cransferralyle Witboat Consent. The rights granted by this agreement inure to the bewfit of the Licensor. 'Ile rights shall not be assigned or aunsfe:rrcxl 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 Co€racil of the City of Denton. 20. Transfer or Partial Assig-nment Except as otberwise provided berein, or =cept as may be lifter determined by the parties, no party to this Agreement may sell, assign, partially assign or transfer its interest in this Aereenment, or any of its :right, does, or obligations hereunder, witbout 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. assgprnent 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 arty covenant, condition, limitation 1-terein contained shad be valid finless in writing and duly executed by the .party to be charged therewith. No evidence of arty waiver or modification shall be offered or received in evidence in any proceeding arising beam eery the parties hereto out Of or afkCting this Agn ment, 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. U"aforceable Yrovisiioa& In the event that any one or mare of due provisions hereof containod in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, sucb invalidity, illegality, or unenforcedbility shall not effect the Other provisions, and the g ent shall be construed as if sudh invd1k, illegal, cT unenforceable Mwision. had newer been contained in this Agreement 23. Entire. Agreement. This .Agreement and the c-khibits auached thereto, constftte the entire agreement among the parties hereto with respect to the subject matter l ereot and . upersede any prior emdeastar or written or oral agaireernents between the parties with respect to the sweet matter of this Agreement" No arneadrnent, modif'i.catiou, r, cellat.ion ar al t:ration of the terms of this Agreement shall be binding on any party hereto unless th:e saine is in writing, dared subsequent to the date hereof and is duly authorized and cxecuiLd by the parties hereto. 24: No Waiver for Failure to 'Enforee. The failure of either party to efforre or insist upon compliance with 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 .remain at all times in full farce and effect_ 25. Captions. The e;aptions contained in this License are for informational purposes only and shall not in "y 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 States of Teas. Venue bor any disputes at sing from the performance of this License shall be in 'Denton County; Texas. All payments under this License shall take place iin.Dention County, Texas. IN WIT :NESS WHEREOF, the parti ~ . ererto have executed this License in duplicate, originals on this _f_day of f •._2005. LICENSOR THE, CITY OF DENTON, TEXAS ltii ee Con.duff ~d City Manager ATTEST: WALTERS, FTC' SECRETARY IVA q.J c. APPR AS " LEGAL FORM: HERE 'T L. PR. O " CITY A~1Ti'ORN BY: LICENSEE ADVANCE 'Mdstreant L.P. By ADVANCE USA Enterprises, L.L.C. n Partner rm. G. fang 2-vlartager STATE OF TEXAS § COUNTYO:F'~ Before Me, AZ the tmderaigned notary public, on this day personally appm-ed__ , . the l-ro-vyn to me; co be the person 'those nary e is subscribed to t foregoing :rui-vml ent; and acknowledged to me dim he/she executed thFit insbwno zt for the purposes and consideration therein expressed. Gvt-n under my hand and serel of office this day of _ 2005. f ti Notary Public CHRISTINE A, FLACK F a Navy kvtt state of Terms Comm. Exp. 3.2.2009 STATE OF TEXAS § COWI'Y t).P ..L) ~S- BEFORE' ME, tht 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 instrumm and acknowledged to me that the same was the act of said Licensee. ADVANCE Midstream. L-P_ and for the purposes and consideration tber ein expressed, and I the capacity therein swell. GIVEN' UNDER MY :gin AND SE M, of OI ICE this ~ day of 2005.. _ ; NotW Public., Stale of Tams - ` MY Commission Expires G~~nrYti'~` Fet~=Y24, 2007 41/iuN r Notary Public, State of Texas 'MY Commission Expires: ~Q 1~)-r v- CL r a 000 ADVANCE MIDSTREAM, LP op-owd t-r ! DENTON GATHERING MANAGEMENT, LLC Exhibit "A 1„ DENTON SOUTH PROJECT ? wama , wx»t m 1 • ~seca j s w S ! f ~ - Pafooc • MOW ~ f afs'+laas;e°° ~ amra maj.~ } ;E~ f r m1» ' FWwo i! w ir~1rrar~ f ~oea+' au+wi 1 _ .Jt Maw 1 w4ar I s ~ 1 -Gwm • '`T'f: ~1.,,:PRIi~~`.AT.7: I ~ ~ :'t.~•'I"f'., i f + .,r~.4, k+erry = I -Owl Ilo" Maw ' Legend Pro ects: Coleman Assaf~ates Foada ~ DeMOn {rpurfjry (fib l.aWzi PW.ne Land Swvey9ng TNs ~a ISOea nor n~6efq wvsy-gndo d¢U { P•med o Dw2on Sa;. ldttin - r P1Wno Pr*c*am GPCS NX)337i'm 42= y,' P 3W K Bm SL. Ste. 200 ~ u' rcAmals 875 tees Svwjvhdon Jelao Lamal • 4.• P paflno R.O. Sox M6 - Dorman, 7X 76202 tivww.coiemansurvoying.com MD Im F►ooQi ain ® CAA of Dem*n RUN C no Loc l on ttivmom Seesf W1.8/05 AnVANCE MIDSTREAM, DENT®N GATHERING MANAGEMENT., LLC Exhibit "A-29, DENT®N SOUTHEAST PROJECT, PHASE I is 1 . ^Ni~T 9 ~ 7! -7 ~ 'fir ~ A r 1 t t r. -77 4477] ~ 'rf•u . I. ~ : L, 1 °f. t ~ •.r.~r :L .r' is 1 '11 . J . 1 t• ~ .'1''1.:1 - i•~l . I 5 •b'•:i:' 'I~t•• "Cr: - ..'n.• is , 1 ::~:;:-;.V . to ?fit ':r~;f., •.j.'p'' .,1 :I . 1, - h • f` d; I' t :Y :t .r. :~.~`.i~;.,' '1.,: :ti477if7. _1,+{:~p:,,,'' '•1'_' ~ir~ 't: - .r.; :.I. ..~'S.' .l•:: , ff.'s • ~ ~ . ~f•• : ./r.r: ' ~ ~7 r t •'r l 1=, .t i •~'i 'i - F ~ fi 11.. i~ t - :.1 t• 4 I; 1 ,r J 1'. t 5 • F mots m6z n 1 teil7+a 1 Rti'ti1t ' r~ : r Legend Cok4mn & Assoclates Parcel Oearfon Southewt Prof er t, Phase 9 Land Surveying : Wm ► oaf Zcna tx2~' ~0 TX* map 5Ut7~ts+on Roads tom: W, awry rwa 3001V, Elm SL, Ste. 200 Sc t& t filch equids 432 that F3ooddain ? qty of Canon ROW Crcma3rlg Location P.Q. Box 6W - Denton, TX 76202 soa www.coiemansuivelyiN.corn ~ © Atigru:ter:t Shee& t jj niracOQQaZtl __JCL__ LIP FH LU. o ------•~_..._...._.i...._.~._._,__. ._.-_._._._......------1-~' t. ~ rte, ~ ( om E o C a U ~ ~ t ~ 3i d~ ~ c i a E i :YS 9- i e ° w E 4 m ~ O x c .i Q O G w N LLJ W c _ ~w Q m cc W E tl 4 fir, F_ a. W i a 100 p t zoo > z z t.... I + ' C~Witi /rr r~ ~ C'C • . V LICENSE AGREEMENT TO USE CERTA.IN CITY PROPERTY FOR PLACE VIENT OF I'R NSNIQSSION PIPELENES TT-I:f, STATE OF TEXAS § § TCNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENI'ON § IR&T the City of Denton, Texas, a home rule murkipal corporation C`.Lkensoe), acting by and through its duly authorized City Manager pursuant to Denton Ordinance .loo. 2005-1.75, for the consideration set out below, the receipt anti sufficiency of which is hereby acknowledged, does hereby grant unto, Advance Midstream, L.P., ("Ucensee"), its successors and assigns, the h6t to enter upon, consrna:ct7 operate, maintain, repair, reptace one gas pipeline in that certain parcel of land owned by the City cif 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 ll-Licensee Obligations. Prior to constriction, the Licensee shall provide Licensor a plan. accurately shoring the proposed location, course and alignment of the proposed pipeline, the time, manner, means and method of the proposed coustriction, 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 transported by the pipeline within the city.; c. The location of shutoff valves for everysegment of a pip .Li.ne; d. The business address and tel.ophone 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 Midsbvun License A rent 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 cover-ages 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 2.1 erns and conditions. l^dr and in consideration of the execution of this License and the mutual promises and covenants of the parties hereto, it is mutually promised, understood and. agreed as follows, to wit: I. Terrn. This :License shall be for a term of ten (:10~ years unless ternv.nated earlier as provided h.ereaftex. 2. INhiterial tramspor. ted. Licensee may operate the pipeline authorized under this License for the purpose of transporting. 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 with 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 may still be used by its patrons after completion of the project in the same mariner it was used prior to the ;as line project. Licensee shall protect the patrons using the park from injury and damage both during and after construction 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 pipehne 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) days 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 provisions 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 pipeae, Licensee shall abandon the Licensed Premises leavin.e al.l 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. b. racy Inspection. The Licensor retains the riciht to make Nisual, ion-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. Consideration. In co,asideration of the execution of this License, Licensee shall. pray a License f of Six Thousand Fifty Three and ao one hundredths dollars ($6,053.00) upon execution of this License,. 10. 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 c r not less than. ninety (90) days .in advance of the date of termination of the initial (lp) year tern. The license fee shall be adjusted yearly by the Consumer Price Index (CPT) :for the additional ten-year terra set 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 described blow upon execution. of tttis agreernent. 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. 7n. 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. (i.) 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-arn License Agreement. - Paige 3 C. Worker's Compensation Insurance. In addition to the minimum statutory requirements: (1) Erlploytr's Liability limits of at least $100,000 for each accident, $100,000 for each employee, and a $500,000 policy li,m.t for occupational disease; and (2) The insurer agrees to waive tigl is of subrogation against the city, its officials, agents, employees, and volunteers for any work performed for the city by the Licemee. (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. & Excess Liability Insurance, Excess Liability Ifisurance shall. be provided with Hmits of not less :Ina:n Five N illion, (:55,000,000.00) annual. aggregate. Indemnification. Licensee shall. and hereby does indemnify, diefend and save harmless the Licensor,, its officers, agents and employees frotn all suits, actions or claims of any character, name acid 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 neatigent act of ffau.lt of Licensee, its agents, employees, contractors or subcontractors in connection with the obligati.ous of the Licensee under this Agreementy and skull pay -any jndgment, with costs, which may be. obtained against the Licensor growing out of such injury or damage INCLUDNG BUT NOT LLMITED TO L:IA.BILI.TY" CLAWS AND DAMAGES ARLSING IN WHOLE OR LN PART FROM TFi=, NEGLIGENCE OF TIT, CITY OF DENTON P THE COURSE AND SCOPE OF PERFORMWIG frS DUTES UNDER THIS AGEEEMEIVM IT IS UNDERSTOOD AND AGREED THAT THE ll\rDEVr.NITY PROVIDED FOR IN THIS SECTION IS AN INDEMRITY EXTENTED BY THE LICEN, F.E TO TNDENQ14T.Y AND PROTECT `i'ce CITY OF "DENTON TEXAS ANDtO.R ITS OFFICERS. EMPLOYEES,. DEPARTMENTS, AGENT OLZ_ SERVANTS WB E- lER THAT NTEGLIGLNCE IS THE SOLE OR THE CONTRIBUTING OR CONCURENT CAUSE OF THE RFSULTAN T IN-JURY, DEATH AND/OR .DAMAGE. f. General brovisions (1) All policies shall be endorsed to read 'THIS POLICY WU_L NOT BE CANCELLED OR NON-RENHAIED WITHOUT 30 DAYS ADVANCED WRr=N, NOTICE TO THE OIVNER AND THE CITY EXCEPT WHEN THIS POLICY TS BEING CANCELLED FOR. NONPAYMENT OF PREWUM, IN WHICH CASE 1.0 DAYS ADVANCE WRI-17 N NOTICE IS REQUIRED". Advance Midstrearn..License Agreement - Page 4 (2) Coriunercial General Liability and Automobile Liability insurance shalt be writtea by cornparues with A: VIII or better .ratin.g. in accordance with the current Best Ivey Rating; Guide C:ornirt:tercia:l. General. Liability, Automobile Liability, and Excess Liability i.rtcur;triGC pol.ici,es shall name as "Additional Insured" the Licensor and its offcials,.agents, employees, and volunteers. (4) Certifitckes 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 corrmparabl.e to carriers licensed -to do business in Texas approved by the City. 12. Performance .Borne. Licensee shall provide a performance bond, the amount of two thousand dollars 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 o the Texas Gove nunent Code_ 13. Subor.:din:~tion. This License is subordinate to the Licensor's .intuests in the Licensed Pr,: it ises. Licensor reserves the right to use the Licensed Premises and the airspace: above' he Licensed Pj:ernises .f'or any public purpose allowed by law and to do and peratit . to ' be done, any work in connection therewith which may be deemed necessary car. .proper . by the Licensor on, across, along, under or over said :Licensed Premises; add whenever by reason of said work in connection with said othtr purposes it shall he ne'de scary by the City to adter, change, adapt, con:fon-a or relocate Ucensee's lines or caller 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 co dirctio.n5 from the City ?Manager without any claim for reirr!bursement For the costs of the Telocation or for dam. ages against the City; provided, tha"(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 facilitics to hieb Licensee may be .lawfdly entitled under applicable federal or state lams with r~Spci to relocation payments. 14: Notice.-. Any notice or communication required in the administration, of this Lice:n:Se snall`b6 se:nt to the .Licensor as follows: City Muiager of the City of Denton 215 E. Ivlck rmey Denton, Texas 7:62.01 Fax Number:'940.382.7923 Any notice or' con_:lYlvuracaUon required in the admi dst ration of this License shall be sent `to thce :Lice.nse:.e as follows: Advance.%4dsnc4m Lioense g rxm::nt - Page 5 A.dvatrce ~1.i cl r ~ am L: P. 47 W. Rock-. W in Ol.ace. The Wood:fab'ds, "i:Iexas 77381 Fax NLimber: 83?.3913481 Attention: Wan.. G. "Bill" Janacek 15. Police lowers. Licensee is subject to all police powers of the City of Denton. in the placement ritid .maintenance of the pipeline, as well as all other -ordinances as currently exists and zs'ubay be am.ennded .in the future of the City of Denton. The City of Denton retains rci-yuh Cory 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 preempted by State or Fedzeal la1,. Licensor shall have the right to inspect Licensoe's safety reports and to reatiire t c inspection or rev.iew of the rail 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 tie City Engineer, or his designee of the City of Denton. lb. Ikon-Tiransf rr-rable Without Cbrisernt.. The rights granted by this agreement inure to the benef of the Licensor. Licensee's rights shall not be assigned or transferred in w.bole or . 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 contained. shall 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 utin, this Agreemem, or the rights or obligations of the parties hereunder, unless such ::.ya `~,er or modification is in writing, duly executed.. The parties further agree that rho: provisions of this Article will not be waived unless as herein set forth 18. Unenforceable Provisiorts. In the event that any one or more of the provisions hereof contL1n,:,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 offier. provisions, and the Agreement shall be construed as if such invalid, illegal, or ubenfurce- ble provision had never been corms Fned in this agreement 19. Entirt-.Agreement. This AgYeeinent and the exhibits attached thereto, constitute the entire agreeme.nl among the parties hereto with respect to the subject matter hereof, and supersede any pnior 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 party hereto unless the same is in writing, elated subsNuer..t to the date hereof, and is dilly authorized. and executed by the parties hereto, Advance, N id.smarn License AgreemenE Page 6 20. No Wai`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 cowsritute a, tgenera.] waiver or relinquishment of any such terms or conditions, but the "Name shall'k'and remain at all titnc:s in full force and effect. 21. Capt:iWis. The captions contained in this License are. for i.nfonnadonal purposes only and shall. not in any way affect. the substantive terms or conditions of this License. 22. Laws ref Texas.. This Licr;nse shall 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 ;.n Denton. County, Te3ras. IN, WTVNESS WHEREOF, the, Ernes hereto have cxecuted this :License: in dupiicatc ork" na.ls on this ' clay © THE CITY OF DENTOI T, TEXAS By Howard Martin Interim City Manager ATTEST- fENTTER Wt1 LTER.. CI'T'Y SECRETARY BY: j ,4t' ~i .PPxO bD TO U- ,GA FORM: ` EDTTL N M, E S , .tl.rl ~L~Y BY: ADVANCE MDSTREA.M L.P. By ADVANCE USA Enteq)rises, L.L..C. Its General Partner By Ltovzz G. Janacek Title: Maria%r. Advance Midstream License Agmcmant - Pap 7 STATE OF TES AS § C4LTNTY0 •DE-'Nt 'ON § H~~tore D /t , the undt-rs.ianed notary public, on this day personally appeared ,Howard Ma.run, the Interim City Manager of, the City of Denton, Ikmown to rue;; to be the person 'whose narne is subscribed to the foregoing i.n.strume.w, arid. adknowledged to me that he executed the instrument for the purposes and considtsaiion therein expressed. Given -under .my hand and seal of office this [la oft ~ 2006. JANE E. RICHA.RDS-OH Notary Pu~C, Stale oi7d)(ts `jd•{~ __~1 tray corrwrassio,^• liras N•ot y Public hind 27.209 My Co-m-mission Expires:_190 . -1 OL9 STATE OFF TEXAS COUNTY OF DENTON § F?:E.'FORE 2\ , the undersi ed authority, on this day personally appeared tv i li ti tfi c ~`wh cti, the of A&ftttee _ x and acknOwledged to Me that h she executed the instrument for the purposes and conidertich therein expressed.vR,yt:Ep~s, Givt'n under my hand and seal of office this ~ day of 7-,.2006. Notary Public, state of "texas My Conurrrission Expires.--J._' MICHAEL FOrMK NOWT PubUc, State of Ted My Commission Exp*~= ,rays January 27, 2007 Advance Midt,treani. itense Agreement - Page 8 Colemwi & Assoc. Land :~.m Surveying P.O. Box 681 %l~. lr Ura~1~r►,'I'c~,s 76202 jy i ~,.'y •y~ }'1xu»:) i0);iEiS-R'Z l.5 Ft~ t3~}t~ 5fit►K~0 Exhibit "A 20 foot Gas License Area Airport Road open Space FILED 140TE-S to all that certain tract of land situated in the T. Toby Survey Abstract Number 1285, City of Dentan, Denton County Texas and being :a part of tl a called 41.629 acre tract described in the dead from J. Newton Raynor to the City of Denton recorded in Volume 516, Page 648 of the Deed Records of Denton 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 'fz inch iron rod 5m-nd at the Southwest corner of the said 41-629-acre Tact on the. north right-of- way of FVi Highway 1515 (Airport .Road); TxE.3,1cE \to-rth 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 41.629 acre tract a distance of 605..3 feet to the East line thereof; T9E1,41CE gout 00 Degrees 19 Minuws 00 Seconds West with the East line of the 41.629 acre tract a di Lance or 20.0 feet to the extension of the North line of the called 100-foor wide Ezsc;ment and Right-of-Way as, described in the instrument from Rayzor et al to x P. L. I00orded iu 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 South 80 Degrees 47 MLqutes 51 Seconds West across the 41.629-acre t= a distance of 6053 feet to the PLACE OF sEGINNWG and enclosing 0.278 of an acre of land. Together with a 30 foot 'temporary Construction Area North of and adjacent to the above describe J xroa as shown by Exhfbit "Ii" attached hereto. S - itzEwufrez~r) ALLID 245M ACM sitiuie wmcxwaoo `O I t} PAYZ0* vDL .e17, P. $90 G) V a CALLED S212..M4 ACRES SUNDERMAN $ YOtlt4t: TUW" G1LtFU 41.628 ACRES 97-ROOtt~~ L mar RAYZOR ro OTT OF Of MH VOL 6 16. P. 643 ` usn+cxr i Raw, RAYZOR t of To .P. 4 IL TT -m- 91tP,e" ZR~Hts>:s) ~ CALLED 245.69 7 CRES . J1»ft t~+TO arwooC too J. NEWTON RArOP Vpt.. 4i 7, P. 394 50 TEMPORARY CONSTRUCTION ARZ:A o 'S 04' 1 9' 00" w a, ZW LICENSE AREA 20.3' 4 7' SA 505.3 --j-- o 6,05.3 0 ..._.z S 8Q~ 47 5 a (N 89"4 i`W 597.0W) sar s r ?s 1515 AIRPORT RO O,' C', BEARINGS & D1ST?.M'CES BASED Oro: TSKAS COOR01,114:,TE SYSTEM OF 1983, NORTH CENTRAL ZONE {4202j BASED ON GPS MES -fO GEEDGE11C CONTROL t - ti• ~ QON^IERGENCE - 00-44-W COMBWED SCALE FAC c OR = 0,9W84607 TO GET SURF tCE .DISTANCES f+'fULTI?i Y BY-, 1.BW15335 t EXHIBIT 11,B11 UCF-NSE AREA IN THE T. TOBY SUFtV:EY ALI M orTY or DEWO-14 Coleman & Associates DatrrON coUNT . TES Land Surveying o 1 P. O. BOX 880 DEWOt•i, TDM 76202 MMMTS-w OrAW?$: CF ,iOB pf%: 12tYL . PFi(fl40 t CticCKED: YV.UiC CATE• 6.2-05 O M ~O 200 R.EViSE0. NtA SCALE: V_20 N! NV Y1. C O L N S U R X565 884D ~I 2~5 CD1fl~4N ~.itSSC~. SURV.EY1tJG +r ORDINANCE NO. AN' ORDINANCE GRANTING APPROVAL OF A LICENSE AGREEMENT FOR THE SUBSURFACE USE or A POXC1ON OF THE ALRPORT OPEN SPACE PARK APPROMMATI .Lv 57:9 FEET FOR THE 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 Taus Parks of Wildlife 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 planning to minimize the ham to the park res`u lung from such use; and WHEREAS, the City of Denton desires to conperatc with the Advance Midstream, L.P. in the developmeni of Nauiral Gas Pipeline by providing a license for the construction of a Natural Gas Pipcline 579 linear feet along _he fro;ttagc :-).FAirpo:t'Roiid, rlvl 1515; and WHl.RSAS, developer Advance Midstreatrt, L.P. dtssres io construct the Natural Gas Pipe.linc across Airport Opci) Spac:. Park since alternative options would not be 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 the altetttatives 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 r regarding alternat=ives to ire use of the Airport Open Spacc Park for this Natural Gas Pipeline, and based on such t.cstimony and evidence the City Council. hereby finds that the proposed routing of Natural Gas Une across rite park area to connect to all existing natural gas pipeline is the only feasible and prudent alternative-, and. WHEREAS, the City Council finds that the proposed use of park lanai does not fall within the purviev,, oFSection 253.001 of the Texas Local Govemment Code; and WI-iER.EAS, the Citv Council finds that there is no feasible and prudent altermative to the 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 wi11 minimize the harm to the park land resulting from the proposed subsurface use of such park land effected shell remain useable for the park patrons once the :;onstruction of the privaic driveway irnprovernents are completed; NOW, T'H EREFO RE,, !(ku [kcon+xrss~:GiracntiSAirpan Ycoi1-fat 4R;c{:nr•Ct:~.vu :fl.iF3C THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The natural gas lime proposed by the Advance Midstream, 'L.P., be const -acted and maintained below the surface of the park; property described in Exhibit A and depicled in Exhibit" S" which are attached hereto and made a part hereof for all ptupvses, and that the surface of the park after installation of the risturai gas line be constructed in a manner so that the part: land may still he used by its pagans after comnkrtion of the pro - In the same_ it was used prior icitl:e 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 imprm-vents are constructed in accordance with City Subdivision Rules and Regulations; protects the patrons using the park om injury and_agc_b9th during and after construction of V" the Project; comoensates the City for }.he reasonable mark valctc of the list herein granter 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 Department and a.t. the completion of the construction activities iar the above improvements such additional part: lard shall be restored to the condition to which it existed prior to the beginning of such constniction activities. SECTION 4, 'T'he rights and benefits set forth 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 inn the Deed Records of Denton County, Texas. SECTION 6i. This ordinance shall become effective immediate.iy upon its passage and approval. PASSED AND APPROVED this the day of _ 2005. ' l:ULII\M- BROCK, MAYOR AT"T"EST: SEN?~F>T~ER W ALTERS, CITY SECRETARY By: j' S YY Ckx..~nl:(?rl{rancaC!'Llapu~ PYi tt~ Cs~pclic•Lfaapcu `6 000Page 2 of 3 Colemm Assoc. Lan eving kilt) Tcx:ts 76202 ~ ~`>~%'=u;~"-,%"J~• i'I,<>iiZ {{?•S(1? ,(i.~-5~'~I:i l~:ix f; ?:4}),~,f.i.-i-r}i{(3l) Exhibit "A" 0 foot Gas License Arca : Airport Road Open Space FILED N07I'ES to all tha; certain tract of bind situated in the T. Toby Survey Abstract .Number 1285, City of Denton, Denton County Tcxas and being a part, of the called 41 _629 acre tact 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. rrac, being mare particularly described as f0ows: BEGININI:tiC, ror the Southwc;st corner of the tract be nl; described herein at a .Z inch iron rod ,bund ai the Southwest comer of the said 41.629-acre tract on the norrh.m-hi-of way of F3 .I Iihw~,y 1515 (Airport Road); THENCE North 00 Degrees 19 Minutes 00 Seconds East with the West line of the 4`.629-acre tract a distance oF20.3 feet: THENCE forth 80 Degrees 47 Minutes 51 Seconds East across the 41.629 acre tract a distance c`F605:3 :feet to the ]vast line thereof, T1-IrNC.E South 00'Degrces 19 Minutes 00 Seconds West. with the East line of the 41.629 acre tract a. distance of 20.0 Feet to Vie extension of the North line of the caviled 100 foot ,aide F. aserncnt. and Right.-of-Way as del-scribed in the instrument from Raynor et al to T.P.&.L. recoTded in Volume 911, Page 894 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 cf 6135.3 feet to the PLACE OF BEGRNN17N0 and enclosing 0.278 of an acre or land. Togcih.er with, it 30 foot ternporary Construction Area North of and adjacent to the above described area as shown by Exhibit 'B" altached hereto, t. 0 • 11wwr UMOCRWOOD TO 1. MW OW RAYL09 VOL ar7, P. 399 1 1 J4 ' 8 CACUD 112.924 ACRES t o 0 or,M R. SOAMIM" TRUST SUMDERIAM YOUMa TOVWC ' CAU,10 41.622 ACM 07-ROO9091 j. NEW OM RAY203t TO Ctrl Of OENTON YOL Sic P. ass ~ ' EAICWWT A R.O.W. I:AYzoR of m TO 1t p I ~ vCL 0! 7 . L tl'44 taE~wwar~ j CALLED 2433.89 4CRES .fi1K1E m "wo 100' I ME1eTOM RATZOR YOL- 417, P. 529 30' TEMPORARY 1 CONSTRUCTION AREA l Q S d0' ~ 9'00" W 20' LICENSE ARfdl 20S3 a o 47,. 3 I;oS.~ z 84475 S , (N 8rt4.w 597.D0') Sol, J, x.0.8: F. M. 1515 - AIRPORT ROQC3 - sr ~e 4a * SEARINGS R. DIST;APICFS BASED ON: * -1} 7 TEXAS COORDiHA"'= SYS T E:i OF 1983, 1J~' NORTH CE TRALZOr.E (4202, 8ASE1D ON GPS TIESTC) GEODETIC CONTROL A CONVERGENGEr ti d0'~a' ' COMBINED SCALE Fkr-70R = O,a9984667 TO GET SURFACE DISTANCE$ MULTIPLY BY, 1.00095335 EXHIBIT "B UCEN-SE.Asa» ' IN THE T. TOBY SURVEY A-1285 Cm OF DEwrON Coleman & Associates DEWvN COUNTY, TEzns La nab Surveying a y DRAWN: CF :+Oa Izoz P. o. BOX 689 • DENTON. TEXAS 762.02 PW(94v)566-8215,FAX fW,0)S65.9W:), CHECKED: WMG DATE-. E5-2.05 :'y W W. C O E M A N S U F1 V F Y I N Cx . C 0 M 0 so 200 REdiSEO: N/A SCALE: r 'QUO' ~pr~SC.O! E>St BASSOC.'. SURVEYING / r Aka 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 I1, 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 maximunn 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 location 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 I~ i I 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. I T 1 9. Cady 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 Insmrance. (1) Minimum Combined Single Limit of $500,000 per occurrence for Bodily Injury and Property Damage; and (2) The Business Auto Policy must show Symbol 1 in the Covered Autos Portion of the liability section in Item 2 of the declarations page which includes coverage for hired, leased and non-owned vehicles. C. Worker's Compensation Insurance. In addition to the minimum statutory requirements: v - (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 INDENdl%UY 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 CONCURENT 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 PREMrUM, 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 77381 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 Wthe IT he to have executed this License in duplicate originals on of 2006. IC SOR THE CITY OF DENTON, TEXAS By 40. - Howard Martin Interim City Manager ATTEST: JENNIFER WALTERS, ITY SECRETARY s BY: ~M 1, ( ~ hy-0 APPRO D AN O LEGAL FORM: EDWIN M. E CITY ATTORNEY BY: LICENSEE ADVANCE Midstream, L.P. By ADVANCE USA Enterprises, L.L.C. Its j al a' -ran By Nam. G. J cek Titl alter • STATE OF TEXAS § Dckl) -s § COUNTYOF PEN+eN § Before me, W~10A\" ~CM the undersigned notary public, on this day personally appeared a C-2((- the of known to me; to, be the person wh se name is subscribed to the foregoing ins ent, and acknowledged to in= me that he/she executed that instrument for the purposes and consideration therein expressed. Given under my hand and seal of office this day o , 2006. Not Public MELETHA WALTERS _ A No uy Public, State of Texas My Commlmm Expires ` ,.°,f Nbntory 24, 2007 t . 1 • f STATE OF TEXAS § COUNTY OF DENTON § BEFORE ME, the undersigned authority, on this day personally appeared [Ait Arn," known to me to be the person and official whose name is subscribed to the foregoin instalment, and acknowledged to me that the same was Q JrL and for the purposes and consideration the act of said Licensee, therein expressed, and I the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this CT daY of 2006. ♦0vsYx-k1k,, JENNIFER K. WAMRS X14, Go C Notary Public, State of-Texas My Commission F-wires . F Decembei 19, 20x6 r/nnt~ pT Public, State of Texas My Co ssion xpires: woo A t1 u6, pta% ez-ve,tv't'v City of Denton Engineering Department City Hall East 601 E. Hickory, Suite B Denton, Texas 76205 Attention: Paul Williamson J ADVANCE MIDSTREAN_., ,.P apemtww DENTON GATHERING MANAGEMENT, LL-C EXhi bit "A" DENTON WEST EXTENSION PROJECT f a a 1 • 1 ~ 11 Jim i~: d o Legend 64 i000 MI 8 Assod tes, Inc. N 1 Englneer{ng Consultants Fattl 1~ Mntnn Wost Fxtetf~tott 331 Melruge Drive Buse 12i C7 Gossfrtgs , ` Rloh©rdson, 'TIC 75080 For Rata~ Rrrpos u, an+y 072-437-9136 Pr*cWn: V" North Central Tswrs Zone 42M 1>arcets Dirom NhD 83 EbRia: V = 100; FacADvvd=t_Ph,2tExh,%Lkrr<cd 7prd20M PERFORMANCE BOND DUPLICATE ORIGINAL t Bond No. RLB0012569 THE STATE OF TEXAS § COUNTY OF DENTON § 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 N61100. 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, firrrily 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 asof September 2, 2009. ATTEST: PRINCIPAL: . Targa North Texas LP By: Targa North Texas GP LLC, its general partner BY: 'N BY: ECRETARY Joe Bob Perkins, President ATTEST: SURETY: Insurance Company BY... BY: Greg . 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 Suety POWER OF ATTORNEY A division of RLI Insurance Company Know All Men by These Presents: RLI Insurance Company 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 Irid;emn~ty;: Y •.Surety.:.and. Undertakings.' at-may.;:be.desired. b Y,coriEract, .or,ma be=i iven: in•:.a::n'-:action"or: r.oceedinf :in-`:an ::court of aw'; r> - :_or::equi,ty;policies >ndeiiihifyin _empa:o. ers, a a.ins.taoss o r. lama e::caused `b :;alie<iniscond.uct;:of:aheir;em'lo:.ees official g s Y.. r...-... surety.and::f>e.lity:_bonds Indemnity ;in a la:cases:where,-lndemni:tq;may:;be lawfully`:g iven `and`with`:fuFl :over=a:n.d Of! t ::fo . P - ;.executeaonsen - ts and •,wawer.s...to:.modif .:or':chan a or:extend.:an :;bond: document,executed.for .this<Com and'to XOMDroMise n. - - a d°set ri tle:-'a .arid'.all,el 'ms'-' mail a'de-'zi' i~al o r'.-,."de ds~:in o'r'e st n a a"-a'ii~ id'~C `and ' st~a 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: . :.`:`•All;bonds`; of e>es° ,under.taki'n s -':Power.s.~of Attorne. :or.:q.. er:obli ations:::of.the-eor or-anon: shall be. executed: iri ahe cor "orate:: :::name of the Company::byi,thePr'es dent; :.Secretar'.y;::any:Assisaant Secretary,Treasurer;or•:any.;VPres.ident, or.by'such;,otter.?officers as::'the.'B`ard " f'e'.',-..., - 0 o_..Di_.. ctors.ma auth.oiiti.e: The President an V~ce:Pr.esident `Secretar ;an ..Assistant=.Secretar: or.the:Treasiir:er;'ma ' V ::'a orrit.Atto"r.ne s-a:n-'F,.act>or=A ents:w;ho:shall:hav.eauthorit .ao.isue=bonds--'~--olic'ies~~~o~r::uncle'rtakn`•"s:i~n,ahe=`nameof'tti~eC.om'an iThecor` rate': i e po. ,:.s•eaI s: no : n cessary. _for ahevalidity of::any:bondspol>ci'es;`,u:ndertak'i:ngs, Powers of 'Attorney, or;other-.obl.igaG ons;of;__... Ghe:corporation;'..Thesrgnatu.rg of_anysuch:officer_;and:.the:,corp.orate;seal may:be::pri.n'tedatsimile (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 ATTEST: . 0Qkp O RqT~ . '92 RLI INSURANCE COMPANY CC ~•G CORPORATE SECRETARY SEAL ~ PRESIDENT U • • State of Illinois ) • • • • • • • • • SS L 1 N O~g,•~~• County of Peoria ) //iI 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 1VVVVVVVVVVVVVVVVVVVVVVVVVV SPA026 (02/08) RLI Insurance Company Peoria, Illinois 61615 TEXASPOLICYHOLDER NOTICE TEXAS TEXAS PORTANT NOTICE AVISO M'ORTANTE To obtain information or make a complaint: Para obtener informacion o.para. someter una queja: You may call RLI Insurance Company's Usted puede llamar al numero de telefono gratis de toll-free telephone number -for information or to RLI Insurance Company's para informacion o make a complaint at: para someter una queja al: 1-800-444-0406 .1-800-444-0406 You may also write to* RLI Insurance Company Usted tambien puede escribir a at: RLI Insurance Company: RLI Insurance Company RLI Insurance Company 9025 N. Lindbergh Drive 9025 N. Lindbergh Drive Peoria, Illinois 61615 Peoria, Illinois 61615 You may contact the Texas Department of Insurance to Puede comunicarse con el Departamento de Seguros de obtain information on companies, coverages, rights or. Texas para obtener informacion acerca de companias, complaints at: coberturas, derechos o quejas al: 1-800-252-3439 1=800-252-3439 You may also write the Texas Department of Puede escribir al Departamento de Seguros de Texas: Insurance: P.O. Box 149104 P.O. Box 149104 Austin, Texas 78714-9104 Austin., Texas 78714-9104 Fax Number: (512) 475-1771 Fax Number: (512) 475-1771 Web: http://www.tdi.state.tx.us Web: http://www.tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us E-mail: ConsumerProtection@tdi.state.tx.us DISPUTES SOBRE PRIMAS O RECLAMOS: PRENIR M OR CLAIM DISPUTES: Si tiene una disputa concerniente a su prima o a un Should you have a dispute concerning your premium or reclamo, debe comunicarse con el agente primero. -Si about a claim you should contact the agent first. If the no se resuelve la disputa, puede entonces comunicarse dispute is not resolved, you may contact the Texas con el departamento (TDI). Department of Insurance. UNA ESTE AVISO A SU POLIZA: ATTACH THIS NOTICE TO YOUR POLICY: Este aviso es solo para proposito de informacion y no This notice is for information only and does not se convierte en parte o condicion del documento become a part or condition of the attached document. adjunto.