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HomeMy WebLinkAboutPR 20627: 4TH AMENDMENT TO THE WATER SERVICE AGREEMENT WITH SABINE PASS LIQUEFACTION, LLC P.R. No. 20627 12/21/18 gt RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE FOURTH AMENDMENT TO THE WATER SERVICE AGREEMENT BETWEEN SABINE PASS LIQUEFACTION, LLC AND THE CITY OF PORT ARTHUR WHEREAS, on December 13, 2011, the City Council authorized the City Manager to enter into a Water Service Agreement with Sabine Pass Liquefaction, LLC; and WHEREAS, on May 15, 2012, per Resolution No. 12-231, the City Council authorized the First Amendment to the Water Service Agreement; and WHEREAS, on December 11, 2012, per Resolution No. 12-597, the City Council authorized the Second Amendment to the Water Service Agreement addressing the provision of water and the construction of certain facility enhancements of the City infrastructure; and WHEREAS, on May 12, 2015, per Resolution No. 15-187, the City Council authorized the Third Amendment to the Water Service Agreement as to the Flow Rate; and WHEREAS, the parties now wish to enter into a Fourth Amendment to the Water Service Agreement to facilitate the final close out of all Water System Facility enhancements and clarify the final project costs for the facility enhancements; and WHEREAS, based upon execution of a final written approval by Sabine Liquefaction, LLC, the City Council authorizes the City Manager to execute the Fourth Amendment to the Water Service attached hereto as Exhibit "A". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Manager is hereby authorized and instructed to execute the Fourth Amendment to the Water Service Agreement with Sabine Pass Liquefaction, LLC, in substantially the same form as attached hereto as Exhibit "A". Section 3. That a copy of the caption of this Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED,AND APPROVED,this day of , 2019 A.D., at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: Mayor: , Councilmembers: , NOES: Derrick Ford Freeman, Mayor ATTEST: Sherri Bellard, City Secretary s.pr20627 APPROVED AS TO FORM: 0Gam" diVi -41, Valecia R. Tizen City AtthSrney APPROVED FOR ADMINISTRATION: Harvey Robinson, Interim City Manager s.pr20627 EXHIBIT "A" s.pr20627 Exhibit "A" Will be present at or before the Council Meeting FOURTH AMENDMENT TO WATER SERVICE AGREEMENT This FOURTH AMENDMENT TO WATER SERVICE AGREEMENT (this "Amendment"), dated as of this day of , 2019, is made by and between Sabine Pass Liquefaction, LLC, a Delaware limited liability company with offices at 700 Milam Street, Suite 1900, Houston, Texas 77002 ("Sabine Pass Liquefaction") and City of Port Arthur, a home rule municipality located at 444 4th Street, Port Arthur, TX 77640 ("City"). Sabine Pass Liquefaction and the City may be referred to herein together as the "Parties" and each may be referred to individually as a "Party". RECITALS WHEREAS, Sabine Pass Liquefaction and the City are parties to that certain WATER SERVICE AGREEMENT (the "Original Agreement") dated December 21, 2011, under which Sabine Pass Liquefaction will purchase potable water for the Sabine Liquefaction Facility, as amended by that certain FIRST AMENDMENT TO WATER SERVICE AGREEMENT, dated June 12, 2012, the SECOND AMENDMENT TO WATER SERVICE AGREEMENT, dated December 31, 2012, the THIRD AMENDMENT TO WATER SERVICE AGREEMENT, dated June 30, 2015, (the "First Amendment", the "Second Amendment", and the "Third Amendment", together with the Original Agreement, the "Agreement"); WHEREAS, the City and Sabine Pass Liquefaction desire to further amend the Agreement in the manner set forth herein; NOW THEREFORE, for good and valuable consideration and for the mutual covenants contained herein, the receipt and sufficiency of which is hereby I of4 acknowledged by the Parties, Sabine Pass Liquefaction and the City hereby agree as follows: OPERATIVE PROVISIONS 1. Defined Terms. Capitalized terms used in this Agreement and not otherwise defined herein shall have the same meanings given them in the Agreement. 2. Section 3.2 (Construction of Facility Enhancements) of Section 3 of the Agreement is hereby amended as follows: Pursuant to Resolution No. 12-597, the City of Port Arthur and Sabine Pass Liquefaction entered into the Agreement addressing the provision of water and the construction of certain facility enhancements of City infrastructure. Sabine Pass Liquefaction agreed to pay for the costs of facility enhancements. The Agreement further stated that: "Said payments shall be provided to the City prior to the commencement of construction. Said payments are non-refundable once the contracts have been awarded by the City. Any change orders to the above referenced contracts shall be reviewed and approved by Sabine Pass Liquefaction prior to approval and execution by the City, with payment to be made upon execution." Total facility enhancement costs are determined to be $89,929,777. The parties wish to prepare for the final close out of all facility enhancements related to this project. The City has verified that a payment in the amount of $772,946 is required for full and final completion of the project in its entirety. Sabine Pass Liquefaction has reviewed the relevant contract documents and determined this sum is accurate and approves said payment to the City for the final completion of the facility enhancements stated in the 2 of4 original agreement. The City of Port Arthur warrants that the amount of $772,946 represents the full and final payment by Sabine Pass Liquefaction as it pertains to any Facility Enhancements related to the City of Port Arthur. The City of Port Arthur further warrants that payment of $772,946 fulfills all contractual agreements related to the construction of enhancements. 3. Section 3.3 (Completion of Facility Enhancements) of Section 3 of the Agreement is hereby amended as follows: The City has caused the construction of the Facility Enhancements to be made in accordance with the Engineering Study and all phases of the project will be completed or before July 12, 2018. 4. Governing Law; Entire Agreement. This Amendment shall be enforced, in accordance with the laws of the state of Texas without giving effect to principles of conflicts of law. The venue of any claims, causes of action or litigation arising out of this agreement shall be Jefferson County, Texas. 5. No Other Amendment. Except as amended by First, Second, Third Amendment and this Fourth Amendment, all other terms of the Original Agreement remain in full force and effect. IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be executed by their respective, fully authorized representatives as of the date first written above. 3 of 4 Sabine Pass Liquefaction: City: Sabine Pass Liquefaction, LLC City of Port Arthur By: By: Name: Name: Harvey Robinson Title: Title: Interim City Manager 4 of 4