Res 2013-193/Approving a reimbursement agreement w/Enterprise Texas Pipeline, LLC to relocate gas pipline facilities in connection with the Willow Springs Creek Drainage Improvements project

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13. The final costs for the CONSTRUCTION PHASE of the WORK will be calculated by totaling all of the contracts for the vendors used to provide services and materials to complete construction of the WORK and adjusting that total as follows: a. Add the direct cost of labor, equipment, material, and expenses used in the completing the tasks self - performed by ENTERPRISE b. Add twelve percent (12 %) of the total of the vendor contracts as a construction overhead fee for ENTERPRISE c. Add or subtract the balance remaining from the DESIGN & BID PREPAYMENT 14. Within 120 days following the completion of the WORK, ENTERPRISE shall make an accounting of final costs and provide the CITY a detailed statement and invoice of the same. The find cost may be greater or less than the CONSTRUCTION PREPAYMENT and CITY shall be liable to ENTERPRISE for 100% of the final cost, regardless of whether that amount exceeds the Budget Estimate. CITY shall pay the full amount of such invoice within thirty,(30) days _of receipt. If the final costs are less than the CONSTRUCTION PREPAYMENT, the excess shall be immediately refunded to CITY. 15. CITY shall perform all operations and construction activity above or_ adjacent to the Facilities in a workmanlike and safe manner and in conformance with all applicable industry and governmental standards and conditions that may be imposed by ENTERPRISE from time to time. No construction activity by CITY shall be performed over, across, =or adjacent to the Facilities until the WORK of ENTERPRISE has been completed. 16. Exclusive of Saturday, Sunday and legal `holidays, 'notice shall be given to ENTERPRISE by CITY, at least 48 hours in advance of commencement of any construction activity on or adjacent to the Facilities, excepting only cases of emergency. Said notice shall be given to Texas One -Call: 1 -800- 245 -4545. 17. In the event a party breaches any of the terms, covenants or provisions of this Agreement, and the other party justifiably commences litigation to enforce any provisions of this Agreement, the cost of attorneys' fees, interest and the =attendant expenses will be payable to the prevailing party. 18. To the extent permitted by lave, and without waiving any limitations on liability and immunity granted by law, the CITY shall indemnify, save, hold harmless, and at ENTERPRISE's option, defend ENTERPRISE an&its affiliated companies and their directors, officers, employees and agents from any and all claims, demands, cost (including reasonable attorney and expert witness fees and court costs), expenses,_ losses;. causes of action (whether at law or in equity), fines, civil penalties, and administrative proceedings for injury or death to persons or damage or loss to property or other business losses, including those made or incurred by ENTERPRISE or its directors, officers, employees, or agents and including environmental damage in any way arising from or connected with the existence, construction, operation, maintenance, removal or other operations arising out of the WORK as described in this Agreement and the construction, operation and /or use of the PROJECT by CITY, except those arising from ENTERPRISE's sole negligence. 19. It is expressly understood by the parties hereto that ENTERPRISE is not abandoning any right, title or interest it may have in the above described land. 20. This Agreement supersedes every antecedent or concurrent oral and /or written declaration and /or understanding pertaining to the WORK or construction activity by and between ENTERPRISE and CITY. enterprise reimbursement agreement 10 -17 -13 city edit.doc Page 3 of 4 10/24/2013 1:09:00 PM