WS Item 3C Attachment DMASTER ROAD REPAIR AGREEMENT
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF TARRANT §
This Road Repair Agreement, (“Agreement”), is made and entered into on this the ____
day of _____________, 2004 by and between the City of Southlake, Texas (“City”), a
Texas home rule municipality, and CORPORATION NAME, (“CORPORATION
NAME”) for the repair of certain streets and/or roadways maintained by the City of
Southlake, Texas as more fully described herein.
WHEREAS, CORPORATION NAME is in the business of drilling gas and oil
wells and, in connection therewith, shall be engaged in gas and oil well drilling and
production activities within the City and will use a truck route or truck routes on
roadways maintained by the City of Southlake; and
WHEREAS, use of the roadways by CORPORATION NAME for the purpose of
performing the activities described hereinabove may cause damage to the roadways; and
WHERAS, the City of Southlake and CORPORATION NAME, for the mutual
consideration hereinafter stated, desire to enter into an Agreement for CORPORATION
NAME to temporarily repair said roadways for the duration of the term of this Agreement
in consideration of CORPORATION NAME’s use of said roadways for the purpose of
the activities described hereinabove.
NOW, THEREFORE, IT IS AGREED THAT:
ARTICLE 1. REPAIR OBLIGATION
1. CORPORATION NAME agrees to repair damages, excluding ordinary wear
and tear, on truck routes as identified on the approved Specific Use Permit and associated
site plan submitted by CORPORATION NAME, its contractors, subcontractors,
employees, agents, or representatives in connection with gas well activities authorized by
an approved Gas and Oil Well Permit. This obligation shall continue during the term of
this Agreement and shall include any site plans, Gas and Oil Well Permits, or other
associated matters approved after the date of this Agreement. Prior to the termination of
this Agreement, CORPORATION NAME shall pay for the repair of the damages to the
roadways to restore them to the condition in which they existed, excluding ordinary wear
and tear prior to the execution of this Agreement. CORPORATION NAME shall make a
videotape of the roadways within one (1) mile of the drill site prior to the start of
CORPORATION NAME’s drilling and operation of its gas wells. CORPORATION
NAME shall provide a copy of the videotape to the City’s Public Works Department.
CORPORATION NAME shall notify the City’s Public Works Department when gas and
oil well drilling, fracing or reworking operations are complete so that the City’s Public
Works Department can determine if repairs are required. Upon inspection, City’s Public
Works Department shall notify CORPORATION NAME of what repairs, and their
associated costs, if any, are required or shall notify CORPORATION NAME that repairs
are not required.
2. CORPORATION NAME shall be responsible for the costs associated with the
repair of roadways damaged by CORPORATION NAME’s use in accordance with the
provisions contained herein. Upon determination by the City of the cost to repair damage
to the roadways caused by CORPORATION NAME, City shall invoice
CORPORATION NAME for the full amount. CORPORATION NAME agrees to remit
payment in full within 30 days of the date of the invoice. City shall be responsible for
contracting the roadway repair services and, where required by State law, shall employ a
competitive bidding process to ensure that the roadway repairs are performed in the most
cost effective manner possible. Should payment be insufficient to fully repair the damage
caused to the roadways by CORPORATION NAME, City may invoice CORPORATION
NAME for the balance and payment shall be due within 30 days of the date thereof.
Conversely, the City agrees to reimburse CORPORATION NAME the balance of any
funds not used in the repair of the roadways.
3. Not withstanding the foregoing, if, in the City’s sole discretion, the damage to
the roadways affects the immediate health and safety of individuals, the City may take
immediate remedial action to repair the roads at its own expense and invoice the
CORPORATION NAME for the full amount thereafter.
4. During the term of this Agreement, CORPORATION NAME shall periodically
inspect said roadways during drilling, fracture stimulation or reworking of the gas well to
determine whether or not any damage has occurred as a result of CORPORATION
NAME’s activities. Within 48 hours of discovering the existence of any such damage to
the roadways, CORPORATION NAME shall notify the City’s Director of Public Works
of the need for repair. City shall then invoice CORPORATION NAME in accordance
with Section 3, above.
ARTICLE 2. TERM OF AGREEMENT
This Agreement shall commence upon the date indicated above and shall continue
in full force and effect until all damage caused to the roadways by CORPORATION
NAME’s activities have been repaired, CORPORATION NAME has paid all invoice
amounts in full and the CORPORATION NAME has permanently discontinued the
activities upon the roadways, as described hereinabove.
ARTICLE 3. BLANKET INSURANCE AND INDEMNITY
1. CORPORATION NAME shall provide or cause to be provided insurance that
meets the requirements of Chapter 9.5, Article IV, “Gas & Oil Well Drilling and
Production,” of the Southlake City Code. Such insurance shall continue until the well is
abandoned and the site restored.
2. CORPORATION NAME shall and hereby does indemnify, defend and save
harmless the City, 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 or sustained by any person, persons or property on account of the operations of
the CORPORATION NAME, its agents, employees, contractors, subcontractors or
representatives; or on account of any negligent act of fault of CORPORATION NAME,
its agents, employees, contractors, subcontractors or representatives in connection with
the obligations of the CORPORATION NAME under this Agreement; and shall pay any
judgment, with costs, which may be obtained against the City growing out of such injury
or damage.
ARTICLE 4. BLANKET PERFORMANCE BOND
CORPORATION NAME shall provide or cause to be provided a security
instrument in the form of a performance bond, irrevocable letter of credit or certificate of
deposit that meets the requirements of Chapter 9.5, Article IV, “Gas & Oil Well Drilling
and Production,” of the Southlake City Code to secure the obligation of CORPORATION
NAME to pay for the repair of damages, excluding ordinary wear and tear, to public
streets, including but not limited to bridges. Such bond shall continue until the well is
abandoned and the site restored.
ARTICLE 5. MISCELLANEOUS PROVISIONS
1. CORPORATION NAME understands and agrees that CORPORATION
NAME, its employees, agents, contractors, subcontractors or representatives shall at no
time represent themselves to be employees, agents, contractors, subcontractors or
representatives of the City.
2. By entering into this Agreement, the City does not waive, nor shall it be
deemed to waive, any immunity or defense that would otherwise be available to it against
claims arising by third parties.
ARTICLE 6. FORCE MAJEURE
The performance of this Agreement shall be subject to events of Force Majeure.
Events of Force Majeure shall mean any contingency or cause beyond the reasonable
control of a party including, without limitation, acts of God or the public enemy, war,
riot, civil commotion, insurrection, government or de facto government action (unless
caused by acts or omissions of the party), fires, explosions, rain or other weather delays,
floods, strikes, slowdowns or work stoppages.
ARTICLE 7. ASSIGNABILITY/CONSENT
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. Notwithstanding the foregoing, the CORPORATION NAME may
assign this Agreement if the Gas and Oil Well Permit has been assigned in accordance
with Chapter 9.5, Article IV, “Gas & Oil Well Drilling and Production,” of the Southlake
City Code.
ARTICLE 8. NOTICE
Any notice given by one party to the other in connection with this Agreement
shall be in writing and shall be by personal delivery; sent by registered mail or certified
mail; or by U.S. Mail, return receipt requested, postage prepaid; to:
CITY: Office of the City Manager
City of Southlake,
1400 Main Street,
Southlake, Texas 76092
OPERATOR: CORPORATION NAME
ADDRESS
Notice shall be deemed to have been received on the date of receipt as shown on
the return receipt or other written evidence of receipt.
ARTICLE 9. MODIFICATION
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.
ARTICLE 10. SAVINGS/SEVERABILITY
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.
ARTICLE 11. GOVERNING LAW AND VENUE
This Agreement shall be construed under and governed by, and in accordance with the
laws of the State of Texas, and all obligations of the parties hereto, created by this
Agreement are performable in Tarrant County, Texas. Venue of any suit or cause of
action under this Agreement shall lie exclusively in Tarrant County, Texas.
ARTICLE 12. ENTIRE AGREEMENT
This Agreement and the exhibits attached thereto, constitute the entire agreement among
the parties hereto with respect to the subject matter hereof, and supersede any prior
understandings or written or oral agreements between the parties with respect to the
subject matter of this Agreement. No amendment, modification, cancellation or
alteration of the 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.
ARTICLE 13. WAIVER OF TERMS AND CONDITIONS
The failure of either party to enforce or insist upon compliance with any of the
terms or conditions of this Agreement shall not constitute a general waiver or
relinquishment of any such terms or conditions, but the same shall be and remain at all
times in full force and effect.
ARTICLE 14. CAPTIONS
The captions contained in this Agreement are for informational purposes only and
shall not in any way affect the substantive terms or conditions of this Agreement.
ARTICLE 15. COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original, and constitute one and the same instrument.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the _____day of _________, 20___.
CITY OF SOUTHLAKE, TEXAS
By: ____________________________
Billy Campbell, City Manager
ATTEST:
____________________________________
Lori A. Farwell, City Secretary
APPROVED AS TO FORM AND LEGALITY
____________________________________
Allen Taylor, City Attorney
STATE OF TEXAS §
§
COUNTYOF TARRANT §
Before me, the undersigned notary public, on this day personally appeared Billy
Campbell of the City of Southlake, Texas, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed the
same for the purposes and consideration therein expressed, in the capacity therein stated,
and as the act and deed of said City of Southlake, Texas.
Given under my hand and seal of office this ____ day of ________________,
2004.
_____________________________________
Notary Public
CORPORATION NAME
___________________________
(Name and Title)
Texas Rail Road Commission Operator
Number: _______________________
STATE OF TEXAS §
§
COUNTYOF TARRANT §
Before me, the undersigned notary public, on this day personally appeared
____________________of CORPORATION NAME, known to me to be the person
whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said CORPORATION NAME.
Given under my hand and seal of office this ____ day of ________________, 2004.
_____________________________________
Notary Public