Panhandle Eastern Pipe Line/Reimbursement 2APPROVED, AS TO
FORM By: c
PIPELINE RELOCATION AND REIMBURSEMENT AGREEMENT
BETWEEN
PANHANDLE EASTERN PIPE LINE COMPANY, LP
AND
CITY OF CARMEL
FOR
CASING REMOVAL ON LINE # 41 -06 -004 -2800 (ZIONSVILLE 400)
CASING VENT EXTENSION ON LINE # 41 -06- 004 -2800 (ZIONSVILLE 300)
AT 131 STREET
HAMILTON COUNTY, INDIANA
Date
OCTOBER 26, 2007
;IECEIVED
C:44.,
APR _2008
CARMEL
CITY ENGINES,'
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ARTICLE
I I
III
IV
V
VI
VII
TABLE OF CONTENTS
FACILITY DESCRIPTION AND LOCATION
PAYMENT AND REIMBURSEMENT OF COSTS
AUDIT
DESIGN AND CONSTRUCTION
RIGHT OF WAY
INDEMNIFICATION
NOTIFICATION
VIII ASSIGNMENTS
XIV FURTHER ASSURANCES
X MISCELLANEOUS
XI FORCE MAJEURE
AUTHORIZED APPROVALS
EXHIBIT A
- DRAWING DESCRIPTION OF FACILITIES
EXHIBIT B -
AMENDMENT OF AGREEMENTS
PAGE
3
4
5
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6
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PIPELINE RELOCATION AND REIMBURSEMENT AGREEMENT
This Pipeline Relocation and Reimbursement Agreement ( "Agreement ") is made this
26th day of October, 2007 by and between Panhandle Eastern Pipe Line Company, LP
( "COMPANY "), a Delaware limited partnership with its principal office in Houston,
Texas and City of Cannel ("CUSTOMER"), an Indiana municipal corporation located in
Hamilton County, Indiana, with its principal office in Carmel, Indiana.
WITNESSE'I'H:
WHEREAS, COMPANY is an interstate natural gas transmission company rendering gas
transportation service to the public; and
WHEREAS, CUSTOMER is an Indiana municipal corporation that owns and maintains
roads within its jurisdiction for the benefit of its residents, including 131 Street; and
WHEREAS, COMPANY owns, operates and maintains a 30 -inch diameter high pressure
natural gas pipeline (line number 41 -06- 003 -2800) Zionsville 300 Line and a 30 -inch
diameter high pressure natural gas pipeline (line number 41- 06- 004 -2800) Zionsville 400
Line (the "Pipelines") within Customer's city limits; and
WHEREAS, CUSTOMER has requested COMPANY revise its Pipelines to facilitate the
widening of 131 Street; and
WHEREAS, COMPANY is willing to facilitate such casing removal and casing vent
extension under the terms and conditions set forth herein; and
WHEREAS, CUSTOMER has agreed to reimburse COMPANY for its casing removal
and vent extension costs in an amount not to exceed the amount set forth in Section 2.1
below, , subject to the terms of this Agreement,
NOW, THEREFORE, in consideration of the premises above, and the mutual covenants
hereinafter set forth, COMPANY and CUSTOMER (the "Parties" hereto; each is a
"Party") agree as follows:
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ARTICLE I
FACILITY DESCRIPTION AND LOCATION
1.1 COMPANY shall remove its existing 34 -inch casing on its Zionsville 400 line and
extend existing casing vents to edge of road right -of -way on its Zionsville 300 line
under the CUSTOMER's 131 Street property.
ARTICLE 11
PAYMENT AND REIMBURSEMENT OF COSTS
2.1 CUSTOMER agrees to reimburse COMPANY for costs incurred to remove the
existing easing and vent extension, including, but not limited to: engineering,
surveying, labor, equipment use, materials, inspections, general and administrative
expenses, and any other costs incurred directly or indirectly with respect to the
work to be performed not to exceed $68,700 and is contingent on CUSTOMER
providing the following:
2.1.1 All labor and equipment to design, plan and implement a maintenance of
traffic plan to meet all State, County and City requirements for a Monday
through Friday 131 Street road closure;
2.1.2 All labor, equipment and material to remove asphalt portion of 131 Street
Road in the area to be excavated by Company and haul off for disposal
along with the excess spoil from excavation by COMPANY;
2.1.3 All labor, equipment and material to repair damage to 131 Street as a
result of casing removal by COMPANY;
2.1.4 All labor, equipment and material to backfill area of excavation created by
COMPANY for removal of casing after COMPANY backfills excavation
to a minimum of one foot over exiting Pipeline with flowable fill.
2.2 CUSTOMER shall make prepayment to COMPANY of the amount.set forth in
Section 2.1 above. COMPANY is under no obligation to proceed with any phase
of the project until the payment is received from CUSTOMER.
2.3 Upon completion of the project, when all costs are fully determined, COMPANY
shall provide a detailed cost accounting to CUSTOMER. COMPANY shall
refund, within 30 days of the transmittal date of the final cost accounting, any
amount prepaid by CUSTOMER that is in excess of the final cost
2.4 In the event the project should be cancelled for any reason prior to the start of
construction, CUSTOMER shall only be responsible for actual costs incurred by
COMPANY at the time of cancellation, plus any additional costs to close out the
project and settle existing commitments and less any refunds to COMPANY.
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ARTICLE III
AUDIT
3.1 CUSTOMER shall have the right to audit, at its own expense, the records of
COMPANY relevant to COMPANY's cost of the pipeline casing removal and
vent extension project for one (I) year from the date of COMPANY's final
invoice; provided, however, that CUSTOMER shall not have any right to audit
COMPANY's indirect costs or any aspect thereof. During such one year period,
COMPANY shall maintain all necessary records, including back -up data, for such
costs.
3.2 All audits shall be performed during COMPANY's normal business hours and at
COMPANY's principal place of business in Houston, Texas.
ARTICLE IV
DESIGN AND CONSTRUCTION
4.1 COMPANY shall have sole authority and responsibility for the design of the
Pipeline, selection of materials, procedures, and for the selection and management
of the contractor utilized to perform the work. All designs shall be in accordance
with DOT Title 49 CFR Part 192 and applicable federal, state and local safety and
environmental regulations and in accordance with sound and prudent natural gas
pipeline industry practices. The contractor shall be selected through
COMPANY's normal competitive bid process or use of COMPANY's approved
alliance contractor or use of COMPANY personnel.
4.2 Approximate pipeline casing removal and vent extension as shown on the
attached drawings ( "Exhibit A ") shall not be altered without the approval of
COMPANY, which approval COMPANY may withhold at its sole discretion.
4.3 COMPANY shall be solely responsible for obtaining all applicable state and
federal permits pertaining to the Pipeline casing removal and vent extension
project.
4.4 COMPANY agrees that it will use reasonable efforts to have the above work
substantially complete within 90 days of receipt of the prepayment; provided,
however, that under no circumstances shall COMPANY be liable to CUSTOMER
or any other party for consequential, special, punitive or any other indirect
damages, claims or expenses brought about by either COMPANY's failure to
substantially complete such work by such date or for any other reason.
CUSTOMER hereby agrees to indemnify, defend and hold COMPANY and its
affiliated companies harmless with respect to any such liabilities.
ARTICLE V
RIGHT -OF -WAY
5.1 CUSTOMER agrees that upon completion of the pipeline casing removal and vent
extension at CUSTOMER's property, it shall be responsible for any liabilities,
costs, expenses, claims or judgments which arise in any manner regarding the
property covered by the easement and CUSTOMER agrees that it will defend,
indemnify, and hold COMPANY and its affiliated companies harmless with
respect to such property and the use thereof.
ARTICLE VI
INDEMNIFICATION
6.1 It is expressly understood that (I) COMPANY is in no respect and for no purpose
the agent of CUSTOMER; and (2) CUSTOMER shall at all times be responsible
for the acts or omissions of its employees, agents and representatives,
subcontractors or suppliers or their employees, agents and representatives.
ARTICLE VII
NOTIFICATION
7.1. All notices and other communications between the parties, unless otherwise
specifically provided, shall be in writing and deemed to have been duly given
when delivered in person or deposited with the United States Postal Service, First
Class, with postage prepaid, addressed as follows:
If to CUSTOMER:
CUSTOM ER
ATTN: Michael McBride. P.E.
City of Carmel Indiana
One Civic Square
Carmel, In 46032
Voice: 317 - 571 -2441
Fax: 317 -571 -2439
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If to COMPANY
For Payments: As instructed on the invoice.
For All Other Communications:
David Parham, Manager E &C
Panhandle Eastern Pipe Line Company
8910 Purdue Road, Suite 300
Indianapolis, In 46268
Voice: (317) 879 -3047
Fax: (317) 879 -3009
E -mail: david.parham @sug.com
or to such other address as either party from time to time may designate for itself.
ARTICLE VIII
ASSIGNMENTS
8.1 This Agreement may be assigned by either party, without the consent of the other, to
an affiliate or any other company which shall succeed it by purchase, merger,
consolidation, or other transfer of substantially all assets of the original party. Such
successor shall be entitled to the rights and shall be subject to the obligations of its
predecessor under this Agreement. Otherwise, neither party shall assign this
Agreement without the prior written consent of the other, which consent shall not be
unreasonably withheld. In no event shall the party assigning its interest be released
from any of its obligations to the other party. Nothing herein contained shall prevent
or restrict either party from pledging, granting a security interest in, or assigning as
collateral all or any portion of such party's interest in this Agreement to secure any
debt or obligation of such party under any mortgage, deed of trust, security or similar
instrument.
ARTICLE IX
FURTHER ASSURANCES
9.1 CUSTOMER and COMPANY agree, at the request of the other, to execute and
deliver all such other and additional instruments and documents and take such
other reasonable action as may be necessary or desirable in order to more fully and
effectively carry out the intents and purposes of this agreement.
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ARTICLE X
MISCELLANEOUS
10.1 THIS AGREEMENT SHALL 13E GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCEPT
FOR THE CONFLICT OF LAWS PROVISIONS THEREOF WHICH WOULD
REFER A PARTY TO THE LAWS OF ANOTHER JURISDICTION.
10.2
Each party shall promptly notify the other of any action, circumstance, condition,
or reasonably likely potential occurrence that might have a material effect on the
ability of such party to perform its intended obligations under this Agreement.
10.3 This Agreement is expressly made subject to all statutes and /or regulations of any
governmental body having lawful jurisdiction over Company or Customer, as the
case may be.
ARTICLE XI
FORCE MAJEURE
If, by reason of force majeure, any party hereto shall be rendered unable, wholly
or partially to carry out any obligations it may have under this Agreement, except
CUSTOMER's obligations to make payment to COMPANY under this
Agreement, as specified in Article II, then if such party shall give notice as soon
as practicable and full details thereafter in writing of such force majeure to the
other party within a reasonable time after the occurrence of the event or cause
relied on, the obligations of-the party giving such notice, so far as affected by such
force majeure, shall be suspended during the continuance of the inability so
caused but for no longer period, and such party shall endeavor to remove or
overcome such inability so caused with all reasonable dispatch. The term "force
majeure" as employed herein shall mean acts of God, inability to obtain permits,
strikes, lockouts, and any other industrial disturbances, acts of the public enemy,
orders of any kind of the government or any governmental authority having or
asserting jurisdiction over the premises, any civil or military authority,
insurrections, riots, epidemics, landslides, lighting, earthquakes, fires, hurricanes,
storms, acts of government or people, civil disturbances, explosions, breakages or
accident of machinery or pipelines; or inability on the part of any party hereto to
carry out its obligations under this Agreement on account of any other cause or
cases not reasonably within the control of such party. Settlement of all labor
disputes shall be in the sole discretion of the party having the difficulty.
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IN WITNESS THEREOF, the parties hereto have caused this agreement to be executed
by their duly authorized officers as of the day and year above first written.
AGREED TO AND ACCEPTED
this 3 day of A t. 1 , 2007
PANHANDLE LAS ERN PIPE LINE COMPANY, LP
By:
TITLE: V . P. ,
AGREED TO AND ACCEPTED
this day of , 200/ ii
CITY OF ARMEL
By:
TITLE:
bit O7 ,
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