Ordinance No. 13,625ORDINANCE NO. 13,625
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE AND
THE CITY CLERK TO ATTEST TO A PIPELINE REPLACEMENT AND
REIMBURSEMENT AGREEMENT WITH EQUISTAR CHEMICALS, L.P., FOR THE
SAN JACINTO BOULEVARD PROJECT; AUTHORIZING PAYMENT BY THE
CITY OF BAYTOWN IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED
THOUSAND AND NO100 DOLLARS ($500,000.00); MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE
DATE THEREOF.
*************************************************************************************
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS.
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and
directs the City Manager to execute and the City Clerk to attest to a Pipeline Replacement and
Reimbursement Agreement with Equistar Chemicals, L.P., for the San Jacinto Boulevard Project. A copy
of the agreement is attached hereto, marked Exhibit "A," and made a part hereof for all intents and
purposes.
Section 2: That the City Council of the City of Baytown authorizes payment to Equistar
Chemicals, L.P., in an amount not to exceed FIVE HUNDRED THOUSAND AND NO/100 DOLLARS
($500,000.00) in accordance with the agreement authorized in Section 1 hereinabove.
Section 3: That the City Manager is hereby granted general authority to approve a decrease
or an increase in costs by FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) or less, provided
that the amount authorized in Section 2 hereof may not be increased by more than twenty-five percent
(25%).
Section 4: This ordinance shall take effect immediately
City Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmati
Baytown this the 2nd day of November, 2017.
APPROVED AS TO FORM:
-I NACIO RAMIREZ, SR., C;(y orney
g41,
Q "��y041"eJga•C`
Crg
cue o -"
ell ,ten
and after its passage by the
of the City Council of the City of
Mayor
cobfsOl'.legal',Karen•Files,City Counc&Ordinances\2017 November2WuthorizePipelineReplacement&ReimbursementAgreementwithEquistarChemicals.doc
Exhibit "A"
1yondellbasell
I I 111 11
PIPELINE UPGRADE AND REIMBURSEMENT AGREEMENT
THIS PIPELINE UPGRADE AND REIMBURSEMENT AGREEMENT (this
"Agreement"), is made and entered into as of the day of October, 2017, by and between
THE CITY OF BAYTOWN, a , whose mailing
address is Baytown City Hall, 2401 Market Street, Baytown, Texas 77520, Attn: Richard L. Davis,
City Manager, (hereinafter referred to as `Ba own"), and EQUISTAR CHEMICALS, LP, a
Delaware limited partnership, (hereinafter referred to as "Equistar') whose mailing address is
LyondellBasell Tower, 1221 McKinney, Suite 300, Houston, Texas 77010, Attm Rick Gehring,
Associate Director, Pipelines.
WHEREAS, Baytown is constructing a new road behind the San Jacinto Mall, the location
of which is depicted in the drawing attached as Exhibit A hereto (the "New Road Area"); and
WHEREAS, Equistar's pipeline #65, being an 8" propylene pipeline, crosses under the
proposed New Road, as set forth on Exhibit A and Exhibit B (the "P_neline"); and
WHEREAS, the parties considered several options to ensure that the external loading was
in compliance with API Recommended Safety Practices, including installation of 170' of casing
around the Pipeline and upgrading the pipeline with a heavier wall thickness pipe; and
WHEREAS, after discussion between the parties' operations and technical groups, the
parties have concluded that upgrading the pipe with heavier wall thickness pipe to the Pipeline are
necessary; and
WHEREAS, the parties now wish to set forth the terns and conditions on which Equistar
will perform the work necessary to install such heavier wall thickness piping, subject to
reimbursement therefor by Baytown.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements hereinafter set forth, it is agreed by and between the parties hereto as follows:
1. The Work. Equistar shall, or shall cause its contractor(s) to, perform the
engineering, excavation, coating, repair, and installation of heavier wall thickness piping with
respect to the Pipeline at the proposed New Road Area, and all ancillary work required thereby
(collectively, the "Work").
2. Reimbursement of Costs.
if -P
1yondellbasell
I I 111 11
(a) Baytown acknowledges that the total estimated cost (the "Estimated Cost") to complete
the Work is $330,027.76 which amount includes (i) Equistar's contractor's estimated costs,
including material costs ($250,750.00); and (ii) Equistar's internal costs, including
procurement, engineering, technicians, supervision, inspection and other incidental costs
($79,277.76).
(b) The Estimated Cost shall be paid by Baytown to Equistar within thirty (30) days
following the execution of this Reimbursement Agreement.
(c) Equistar shall invoice Baytown for all amounts in excess of the Estimated Cost incurred
in Equistar's performance of the Work, and Baytown shall pay all such amounts within
thirty (30) days of receipt of each invoice; provided that in no event shall Baytown's total
reimbursement obligation hereunder in respect of the Work exceed five hundred thousand
dollars ($500,000.00).
(d) Upon execution of this Agreement, a work order number will be issued and must be
identified on all payments required under this Section 2.
3. Timeline. Equistar shall make reasonable efforts to complete the Work on or before
December 31, 2017, provided that such date may be extended to the extent required by weather or
other unforeseeable events.
4. Release. BAYTOWN, ON BEHALF OF ITSELF AND ITS SUCCESSORS AND
ASSIGNS, AGREES TO RELEASE EQUISTAR AND EQUISTAR'S AFFILIATES,
TENANTS, SUCCESSORS AND ASSIGNS AND EACH OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS
(COLLECTIVELY, THE "EQUISTAR RELEASED PARTIES") FROM ANY AND ALL
CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, LIABILITIES, COSTS, LOSSES,
EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES AND COSTS OF COURT)
AND DAMAGES ASSERTED OR CLAIMED AGAINST EQUISTAR OR ANY OF THE
EQUISTAR RELEASED PARTIES BY BAYTOWN ARISING IN CONTRACT, STRICT
LIABILITY OR IN TORT, OR FROM INJURY TO ANY PERSON (INCLUDING DEATH) OR
DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN ANY WAY CONNECTED WITH
THE WORK, WHERE SUCH INJURY OR DAMAGE IS CAUSED BY THE ACT, OMISSION,
OR THE SOLE, JOINT, CONCURRENT, CONTRIBUTING OR COMPARATIVE
NEGLIGENCE OR FAULT OF BAYTOWN OR ANY OF BAYTOWN'S EMPLOYEES,
AGENTS, CONTRACTORS, OR SUBCONTRACTORS BUT SHALL NOT INCLUDE ANY
CLAIMS, ACTIONS, CAUSES OF ACTION, DEMANDS, LIABILITIES, COSTS, LOSSES,
EXPENSES OR DAMAGES ASSERTED OR CLAIMED AS A RESULT OF EQUISTAR'S
SOLE NEGLIGENCE.
1yondellbasell
I I 111 11
5. Waiver of Subrogation. Each party hereby waives any right of subrogation that it,
any insurer of it or any third party making a claim through it may have under this Agreement.
6. Governing Law, Venue. This Agreement and the rights and obligations of the
parties hereto shall be interpreted, construed and enforced in accordance with the laws of the State
of Texas, without giving effect to the principles of conflict of laws, and the venue for any claim or
cause of action brought to enforce or determine the rights and obligations of either party arising
hereunder shall be the state court of competent jurisdiction located in Harris County, Texas.
7. Notice. Any notice, demand, request, or other communication which either party
to this letter agreement may be required or may want to give shall be in writing and shall be deemed
to have been properly given (a) if hand delivered (effective upon delivery); (b) if sent by United
States certified mail, postage prepaid, return receipt requested (effective three days after mailing);
or (c) if sent by a nationally recognized overnight delivery service (effective one business day after
deposit with such courier, if sent for next -business day delivery), in each case addressed as set
forth on the first page of this letter agreement, or such other address which any party entitled to
receive notice hereunder designates by notice to the other parties, sent pursuant to the terms of this
Section 8.
8. Miscellaneous. This Agreement shall inure and be binding upon the successors and
assigns of the parties hereto. This Agreement embodies the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes any and all agreements,
representations, warranties or statements which may have been made between the parties prior to
the date hereof, whether express, implied, written or verbal, concerning the subject matter hereof
and this Agreement shall not be modified or amended except by written instrument executed by
each party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
THE CITY OF BAYTOWN
By:
Name:
Title:
EQUISTAR CHEMICALS, LP
By:
Name: l Q N!*$S
Title: C 9'-UT7 E VICZ MW
1yondellbasell
I I 111 11
EXHIBIT A
New Road
[Attachedl
*Note: ❑range denotes New Road; red denotes Pipeline
lyondellbasell
I I 111 11
r.
c=
ti
OCCIa C! COIRWR CRtLV YTiCILY I. •a— ���t,""�.�f�F�11 ..�
Exhibit B
Pipeline Location
30+00
L I,
A STA 30+1654
1JACIN'TT7 6L10 Cil.
\
101+74.88. 0.10 T
V 24' STEEL CAMG Ex8' STEEL
EPI THAN OPEN CUT BUCKEYE P 15E
N: 1365732657
E 524082136
ROP SAN JACPITO BLVD C/L '
192+00
—
EK 20' STEEL GCP
UJDSMAU PIPELINE
SAN JACINTO BLVD Ex. 6' STEEL
KOCN PIPELINE
Ex 6' STEEL
NOCH PIPELINE
WW wW
lyondellbasell
I I 111 11
WA70 UNE A STA 31+77.57 - `
SAN JACM0 BLVD CA
EX 72'
24*
STA SEE1.. CA91i, CA 7 WATER UNE
ENO 14' SIM
BY UMER THAN OPEN =
N: 15657470.69
E 524069696
r Ex. 12STEEL
OOW PIPELINE
193+00 — Ek. FENCE-/\
F EX 6' STEEL ENTERPRISE
PRODUCTS PIPELINE
• 10' STEEL
CH
.L CHEVRON PIPELINE
Ex 12' STEEL ENTERPRISE
�y b`� PREX 8' STEEL PIPELINE
.y
. �� EOLMAR PIPELINE—.
PROP WASTEWATER-� X z�+
E WAS'IE>•rATt11 SHEETS � N
- e+LLmml.�A+mLmUI/AIA
rrffwl - m - - - - \
' 0
lyondellbasell
I-.2cmeam—
m M. Vkw 'A$W-- Hep
110M Toob
a a Q