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HomeMy WebLinkAboutPR 16880: rfq FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO PROVIDING DRINKING WATER TO SABINE PASS LIQUEFACTION, LLC MEMORANDUM CITY OF PORT ARTHUR UTILITY OPERATIONS DEPARTMENT TO: John A. Comeaux, P.E., Acting City Manager FROM: Kelly Eldridge, Director of Utility Operations DATE: February 2, 2012 t , E, RE: Proposed Resolution No. 16880 COMMENTS RECOMMENDATION I recommend approval of Proposed Resolution No. 16880 authorizing City staff to advertise a Request for Qualifications for professional engineering services related to the various projects required to provide drinking water to Sabine Pass Liquefaction, LLC, per our Water Service Agreement. BACKGROUND We anticipate that numerous projects will be required to meet the water demands schedule delineated in the Water Service Agreement with Sabine Pass Liquefaction, LLC. The schedule lays out certain flow rate capabilities required to be available from 2014 through 2017. We expect the required projects to include water transmission lines, storage tank(s) & pump station(s), and Water Purification Plant expansion(s). One of the first duties of the selected engineering contract will be to clearly define the scope of magnitude of any and all required projects to meet Sabine Pass Liquefaction, LLC's demands while maintaining capacity and pressure to our existing customers. We have prepared a Request For Qualifications document that: 1) details our expectations of deliverables, 2) requests engineering firms to describe their method of accomplishing these goals, 3) requests a listing of similar /comparable projects and staffing capabilities /qualifications, and 4) provides evaluation criteria for City staff to rate the firm. BUDGET /FISCAL EFFECT None. STAFFING /EMPLOYEE EFFECT Typically, the RFQ review team is comprised of City staff with expertise in purchasing /finance, engineering, and applicable departmental management. SUMMARY I recommend approval of Proposed Resolution No. 16880 authorizing City staff to advertise a Request for Qualifications for professional engineering services related to the various projects required to provide drinking water to Sabine Pass Liquefaction, LLC per our Water Service Agreement. P. R. No. 16880 02/03/12 ke /gt RESOLUTION NO. A RESOLUTION AUTHORIZING THE ADVERTISEMENT OF A REQUEST FOR QUALIFICATIONS FOR PROFESSIONAL ENGINEERING SERVICES RELATED TO THE VARIOUS PROJECTS REQUIRED TO PROVIDE WATER SERVICES TO SABINE PASS LIQUEFACTION, LLC. WHEREAS, on December 13, 2011, the City Council authorized the City Manager to enter into a Water Service Agreement with Sabine Pass Liquefaction, LLC, attached hereto as Exhibit "A; and, WHEREAS, the terms of the Water Service Agreement detail a proposed schedule for said increasing water demands over a three year period; and, WHEREAS, it is anticipated that several projects will be required to meet comply with the Water Service Agreement, and such projects must be designed, reviewed/approved by both parties, and then constructed to meet City Standards and TCEQ design requirements; and, WHEREAS, the best method of selecting the most qualified and desirable professional engineering design firm is by reviewing their Qualification Statements /Documents in the format dictated in the Request for Qualifications; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: THAT, the City Manager is hereby authorized and instructed to advertise a Request For Qualifications for Professional Engineering Services related to the various projects required to provide water services to the Sabine Pass Liquefaction, LLC facility per our Water Service Agreement. L P. R. No. 16880 02/03/12 Page 2 of 2 THAT, the City Manager is also authorized and instructed to appoint an RFQ review team to analyze the submissions and recommend the firm best suited to meet the City's needs on this project. THAT a copy of the caption of this resolution be spread upon the minutes of the City Council. READ, ADOPTED AND APPROVED THIS day of 2012 at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: • Mayor: Councilmembers: • • NOES: Deloris Prince Mayor ATTEST: APPROVED S TQ FORM: I X114 (44 Sherri Bellard Valecia T n City Secretary City Attorney APPROVED: FOR ADMINISTRATION: John A. Comeaux, P.E. Acting City Manager a g . /a Ross Blackketter, P. Kelly Eldridge Director of Public Works Director of Utilities EXHIBIT "A" WATER SERVICE ,AGREEMENT ,$DT This WATER R `SERVICE AGREEMENT (this "Agreement"), dated as of this 21 day of 1!7; 2011. is made by and between Sabine Pass Liquefaction, LLC, a Delaware limited liability company with offices at 700 Milam Street, Suite 800, Houston, Texas 77002 ( "Sabine Pars Liquefaction") and City of Port Artilnir, a home rule municipality located at 444 4 Street. Port Arthur, TX 77640 ( "City "). Sabine Pass Liquefaction and the City may be referred to herein together as the "Parties" and each tnay be referred to individually as a "Party" RECITALS WHEREAS Sabine Pass Liquefaction's ,affiliate, Sabine Pass LNG, L.P. owns and operates a liquefied natural gas ( ".LNG "), receiving and regasification terminal situated on the Pass Channel of the Sabine Neches Waterway,: in sciuthwest Carneron. Parish, Louisiana ("Sabine Pass Facil,i ) WHEREAS, Sabine Pass Liquefaction is developing and intends to construct and own an LNG liquefaction facility ("Sabine Liquefaction Facility "), which will be operated . simultaneously with a portion of the currently existing LNG import capacity at the Sabine Pass Facility, making the Sabine Pass Facility a bi directional LNG import and export terminal; WHEREAS, Sabine Pass Liquefaction desires to purchase potable water for the Sabine l.iquc fact ion Facility; WH:E:REAS, the City of Port Arthur owns and operates a water utility system for the use of the municipality and its residents: WHl RE;AS. pursuant to Section 552.001 of the Texas Local Government Code. a municipality_.may° contract with persons outside its boundaries to pertnit them to connect with those utility systems :on terms the municipality considers to be in its best interest; WHEREAS, the City has determined that it is in the best interest of the City to enter into a long-term agreement for the sale of potable water to provide a source of potable water supply to ,SPL: WHEREAS, the potable water will be delivered by the City to Sabine Pass. Liquefaction bear the base of the Highway .82 bridge which crosses' Sabine Lake to wn interconnection with a rte 46ib rte Pass Liquefaction waterline, which will. be the delivery point for water to Sabine Liquefaction Facility. Said delivery point will be within the corporate limits of the City of Port Arthur; 1 of .t :t ( RMJ :3 _ _ WHEREAS, the obligations of the City to deliver water tinder the terms of this contract are conditioned upon the ability of th : City to obtain hater from the Lower Neches Valley Authority ("LNVA") or any other third party provider of water and all permits necessary for the provision of water from state and federal entities for the delivery of potable water and any other pc m.ts /legal requirements necessary to ;carry out the duties and responsibilities pursuant 10 this agreement; and WHEREAS, the City ha been told by LNVA .that. LNVA expects to have sufficient water resources to supply the City with the water it will sell to Sabine Pass Liquefaction; NOW, THEREFORE, thr good and valuable consideration and for the mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged by the Parties, Sabine Pass Liquefaction and the City hereby agree as follows: 1. Effective Date and Term. This Agreement shall become effective on the date first written above ( "effective Date'') and' shall remain in effect for a period of thirty (30) years following commencement of delivery of Water under this Agreement (the "Term "). Notwithstanding the foregoing. the Parties have the right to terminate this Agreement prior to the end of its term pursuant to Section 7 hereof. - 2. Water DDeliverti Delivery of Water. Beginning on April 1, 20)4. the City agrees to utilize its best efforts to ensure sufficient quantities of water,rnecting the City's standards for potable water ("Water") are available to meet the maximum delivery tlpw rate quantity requirements at the Delivery Point as shown in Section 2.2 and are delivered in accordance with the terms and conditions of this Agreement, 2.1, Flow Rate. Pursuant to Section 2,1, the City shall utilize its best efforts to deliver to Sabine Pass Liquefaction its requirements for Water up to the maximum flow rates for delivery of Water at the Delivery Point as set forth below: Max Water i Delivery Flow Rate Sabine Liquefaction Gallons per Facility, Trains . Date of Service Minute Frain 1 2 0 1 4 875. Train 2 t {an 201"6 — Jan 2017 1 1 r°ai w 'eb ?017' =- Nov 201 . 2,620 Frain 4 ee 2017 —;Term 3.500 2 of 1 1 1101:3155710 11 i 2.2 Pressure. The City shall utilize its best efforts to deliver water at the Delivery Point at a pressure of not less than 35 psig, 2.3 Title; Risk of Loss; Responsibility. 'fitle and risk of loss with respect to the Water shall pass to Sabine Pass Liquefaction at the Delivery Point. The City shall be responsible for all claims, costs, liabilities and expenses which arise with respect to the Water prior to its delivery to Sabine Pass Liquefaction at the Delivery Point, and Sabine Pass Liquefaction shall be responsible for all claims, costs. liabilities and expenses with respect to the Water which arise at and after it is delivered to Sabine Pass Liquefaction at the Delivery Point, 2.4 Continuity of Services. A. In consideration of Sabine Pass Liquefaction purchasing water from the City, hereunder, the parties agree that the Sabine Pass Liquefaction will be provided water in the same manner as services to City inhabitants and other direct service customers up to the maximum flow rate specified in Section 2.1. Sabine Pass Liquefaction will abide by the terms of the Water Conservation Program(s) adopted by the City hich shall be implemented by the City with the assistance and support of the Sabine Pass Liquefaction. 13, If a general emergency or water shortage occurs requiring the imposition of "severe condition measures" of the City's Drought Contingency Plan, Sabine Pass Liquefaction agrees to adhere to these restrictions, Sabine Pass Liquefaction agrees to adhere to and support 'such emergency curtailment measures. C. The City will provide written notice to Sabine Pass Liquefaction, if the City determines that an interruption or reduction in service is necessary or reasonable for system emergencies or to install equipment, make repairs, replacements, investigations and inspections or perform other maintenance work on the City system or those parts of the system supplying Sabine Pass Liquefaction. Except in cases of emergency and in order that the Sabine Pass Liquefaction's operations will not be unreasonably interfered with. the City shall also give Sabine Pass Liquefaction reasonable notice of any such interruption or reduction, the reason, and the probable duration, The City agrees to exercise reasonable diligence and foresight to repair, replace and maintain its treatment plants and other facilities so as to provide a normal volume and pressure of water to the point of Sabine Pass Liquefaction's connection(s) during the term of this Agreement. 3 of 1 •1 H01).3155710 i1 3. City Water System Enhancements. 3. 1, Facility- Enhancements. In order for the City to be able to delivery Water to Sabine Pass Liquefaction at the Delivery Point certain enhancements to the City's existing water system will be needed which :include upgrades to the City's surface water treatment plant, a water line or lines in downtown Port Arthur and along .Highway 82 on Pleasure Island, and a 500,000 gallon ground storage tank and pump station on Pleasure Island (the "Facility Enhancements "). 3.2. Construction of Facility Enhancements. Promptly following the execution of this Agreement, the City shall hire at Sabine Pass Liquefaction's cost an engineering firm to prepare and deliver to the City the proposed design, engineering plans and detailed cost estimate for the .Facility Enhancements ("Engineering Study "). The engineering . firm will provide both the City and Sabine Pass Liquefaction a copy of the Engineering Study promptly following its completion, Upon receipt of a notice to proceed with the construction of the Facility Enhancements from Sabine Pass (the "Notice to Proceed"), the City shall the contractor for the construction of the Facility Enhancements based upon the City's standard procurement process as stated in Chapter 252 of the Texas Local Government Code. The City shall also obtain all required permits; rights_ of Way, authorizations and other rights related to the construction and operation of the Facility Enhancements and the delivery of Water to the Delivery Point. The current .cost estimate for the Facility Enhancements is $20.6 million. This is a preliminary scope and estimate. Sabine. Pass Liquefaction will pay for the costs for the Facility Enhancements as delineated in a resolution approved by the City Council awarding the construction contract to an approved vendor. Payment by Sabine Pass Liquefaction is contingent upon their prior approval of the construction contract. Said payment shall be provided to the City prior to the commencement of construction. Said payment- is non - refundable once the construction contract has been awarded by the City. 3.3. Completion of Facility` Enhancements. The City shall cause the Facility Enhancements to be constructed in accordance with the Engineering Study and completed or before April 1, 2014. . 4. Metering and Measurement. Unit of Measurement. The unit of measurement for Water delivered hereunder shall be in gallons, U. S. Standard Liquid Measure. Measuring Fgbipment The C;`ity shall furnish., install, operate and maintain at its own expense at the Delivery Point the necessaryy electronic or other equipment, meters and devices for measuring properly the quantity of Water delivered under this Agreement. Such equipment shall remain the property of the City. Sabine Pass Liquefaction shall have access to such equipment at all reasonable times, but the reading, calibration, and adjustment thereof shall be done only by the employees or agents of the City. For the purpose of this Agreement the original record or reading of the measuring equipment shall be the journal or other record book of City in its office 4 of l l 11015 31,557i0.1 I in which the records of the employees or agents of the City who take readings are or may be transcribed. Upon written request of Sabine Pass Liquefaction, the City will give Sabine Pass Liquefaction a copy of such .journal or record bok, or permit Sabine Pass Liquefaction to have access to the sane in the office of the City during reasonable business hours. The City shall calibrate its measuring equipment periodically, but at least every three (3) years or upon request in writing by Sabine Pass Liquefaction to do so given no more frequently than annually, in the presence of a representative of Sabine • Pass Liquefaction, and the Parties shall jointly observe any adjustments which are made to the measuring equipment in case any adjustments shall be necessary, and if the cheek touters hereinafter provided for have been installed, the se shall also be calibrated by`, Sabine Pass Liquefaction in the presence of a representative of City and the Parties shall jointly observe any adjustment in case any adjustment is necessary. If Sabine Pass Liquefaction shall in writing request City to calibrate its measuring then City shall .give :Sabine Pass Liquefaction notice of the time when any such calibration is to be made, and if a representative of Sabine Pass Liquefaction is not present at the time set. the City may proceed with calibration and adjustment in the absence of any representative of Sabine Pass Liquefaction. If either Party at any time observes a variationbetween the delivery meter or meters and the check meter or meters, if any such check meters or meters shall be installed, such Party will promptly notify the other Party, and the Parties hereto shall then cooperate to procure an immediate calibration test and joint observation offany adjustment, and the said meter or meters shall then be adjusted to accuracy. Each Party shall give the other. Party at least forty -eight (48) hours' notice of the time of all tests or calibration bf meters and other measuring equipment so that the other Party may have a representative present. If upon any test, the percentage of inaccuracy of any measuring equipment is found to be in excess of two percent (2%), registration thereof shall be corrected for a period extend ing back to the time when such inaccuracy began, if such -time is ascertainable, and if such time is not ascertainable, then for a period extending back one -half (V) of the time elapsed since the last date of calibration, but in no event further back than a period of six (6) months. If for any reason any measuring equipment. is out of service or out of repair so that the amount of water delivered cannot be ascertained d or 'computed from the reading thereof, the water delivered during the period such equipment is out of service or out of repair shall be estimated and agreed upon by the Parties upon the basis of the best data available, For such purpose, the best data available shall be deemed to be the registration of any check meter or meters if the same have been installed and are accurately registering. Otherwise the amount of Process Water delivered during such period may be estimated (i) by correcting the error if the percentage of the error is ascertainable by calibration tests or mathematical calculation, or (ii) by estimating the quantity of delivery by deliveries during the preceding periods under similar conditions when the measuring equipment was registering accurately. Sabine Pass Liquefaction may, at its option and expense, install and operate a check meter to check the measuring equipment installed by City, but the measurement of Process Water for the purpose of this Agreement shall be solely by the City's measuring equipment, except in the cases hereinabove specifically provided to the contrary- All such check meters shall be of standard make and shall be subject at all reasonable times to inspection and examination by any employee or agent of the City, but the reading, calibration and adjustment thereof shall be made only by 5oall iiot;. 155710) E 1 Sabine Pass Liquefaction, except during any period when a check meter may be used under the provisions hereof for measuring the amount of Process Water delivered, in which case the reading, calibration and adjustment thereof shall be made by City with Like effect as if such check meter or meters had been furnished or installed by City. 5. Payment. 5.11. Water Rate. Sabine Pass Liquefaction will pay the City for the volumes of Water delivered to it pursuant to this ,Agreement, the City in -city water rate which is currently $4.85 per 1,001) gallons. Sabine Pass Liquefaction understands that the applicable in -city water rate is governed by Chapter 1.10 of the Code of Ordinances of the City of Port Arthur. On or before the City's fifth business day of each month following the commencement of delivery of. Water under this Agreement, the City will read the meter referred to in Section 4 above and invoice Sabine Pass Liquefaction for, the fee for Water delivered during the prior month. Except to the extent that it disputes an invoice. Sabine Pass Liquefaction will pay the invoice on or betbrc the thirtieth (30t) day after its receipt of the invoice; provided if such day is not a City business day Sabine Pass Liquefaction will pay the invoice on the next City business day. In the event that all charges and bills are not paid as stated above, a late charge rate of ten percent will be added to the delinquent amount. 6. Force Majeure 6.1 Force Majeure Defined. Neither ?arty shall be liable to the other Party for any delay or failure in performance under this Agreement if and to the extent such delay or failure is a result of Force Majeure. The term : "Force Majeure" shall mean any act, event or circumstance, whether of the kind described herein or otherwise, that is not reasonably within the control of, does not result from the fault or negligence of, and would not have been avoided or overcome by the exercise of reasonable diligence by the Party claiming Force. Majeure. Force Majeure may include circumstances of the following kind, provided that such circumstances satisfy the definition of Force . Majeure set forth above: civil disturbances, unusually severe weather conditions, tires, explosions, the breakdown . or failure of, freezing of, breakage or accident to, or the necessity for making repairs or alterations to the Facilities: 6.2 Notice. Upon the occurrence of a, Force Majeure event that prevents, interferes with or delays the performance bya• Party, in whole or in part, of any of its obligations under this A-greetnent, the Party affected shall give notice thereof to the other Party describing such event and stating the obligations the performance of which are affected 6.3 Mitigation. The Party affected by an event of Force Majeure shall take all commercially reasonable efforts to overcome or mitigate the effects of such event of Force Majeure. Prior to resumption of normal performance, the Parties shall continue to perform their obligations under this Agreement to the extent not prevented or delayed by such event of Force Majeure.. 6of'11 t{('91.i:3155 W 11 6.4. Limitation and Liability. Sabine Pass Liquefaction recognizes and agrees that no liability liar lama es shallRattach to the City hereunder on account of any failure to accurately anticipate availability: of water or because of actual failure of supply due to any damage to the City= treatment plants, equipment, pipelines, or facilities caused by vandalism, war, riot, innva so , fire restriction, strikes, inabi ity to procure supplies, Acts of Ciod, weather related interruptions, earthquakes or other causes beyond its control; provided that in the event of any occurrence referred to in'tl e preceding sentence, the City shall take all commercially reasonable efforts to overcome ,or "Mitigate the effects of such occurrence. Prior to resumption of normal performance, the City shall continue to perform its obligations under this Agreement to-the extent not prevented or relayed by such occurrence . 7, Termination and Termination Riightsr 7.1. Sabine Pass Liquefaction's Termination Rights. Sabine Pass Liquefaction shall have the right to terminate this Agreement for any reason including the convenience of Sabine Pass Liquefaction by giving / written notice to the City at any time prior to June 30. 2012. In addtion,Saine,Pasi Liquefaction shall have the right to terminate this Agreement by giving written notice to the City if at any tinge the City is in m: -ril breach of this Agreement and the City has failed to cure such breach within „thirty (30) days from the date it receives written notice of such breach from Sabine Pass Liquefaction. 7.2 City's Termination Rights. The City shall have the right to terminate this Agreement if Sabine Pass Liquefaction has not provided the Notice: to Proceed by June 30, 2012. . In addition the City shall have. the.rigbt to terminate this Agreement by giving written notice to Sabine Pass Liquefaction if at any time Sabine Pass Liquifaction is in material breach 01 this Agreement and Sabine Pass Liquefaction has failed to cure such breach within thirty (30) days from the date it receives written notice of such breach from the City. Furthermore . the City may terminate this agreement by providing to Sabine Pass Liquefaction a five (5) year written notice of such termination. In the event of termination, the City will provide Sabine Pass Liquefaction with ;a .113`0th pro -rata reimbursement of the costs of construction, based upon the number of years remaining in the contract at,the time of termination. Upon termination of this Agreement,: all of the City's rights, title, and interest in and its obligations under this agreement shall terminate effective upon the expiration of the five year notice period. 8. Assignment, Except as otherwise expressly providx1 herein, neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing Sabine Pass Liquefaction may assign its rights and obligations under this Agreetnent to an Affiliate - or to its lenders as security for its obligations to its lenders without the prior written consent of City. However, Sabine Pass. Liquefaction will provide the City with notice of such assignment within ten (10) days. Upon the request of Sabine Pass Liquefaction's lenders or their agent, City shall enter into a form of consent and 7 at'lt fOU T agreement which is customary for financings, and in connection with any financing or refinancing of the Sabine Liquefaction Facility, City, shall, if so requested by Sabine Pass Liquefaction, deliver to Sabine Pass liquefaction's lenders or their agent certified copies of its chaner, resolutions, financial statements, legal opinion, and such other items as such lenders or their agent may reasonably request, as such items may be available. Upon the execution by Sabine Pass Liquefaction's transferee of an assignment and assumption of all Sabine Pass Liquefaction's rights and obligations under this Agreement in a form reasonably satisfactory to City, Sabine Pass Liquefaction shall be released and relieved of all obligations arising under or in connection with this Agreement on or after the date of such assignment or assumption, 9. Representations and Warranties. 9.1. Representations and Warranties of City. 9.1.1.1.The City hereby repreSents to Sabine Pass Liquefaction that: 9.1.1.2.The City is a home Pile municipality of the State of Texas. The City has all requisite power and authority to conduct its business, own its properties and execute and deliver this Agreement. and perform its obligations .hereunder in accordance with the terms hereof. 9.1.1.3.This Agreement has been duly authorized, executed and delivered by a representative of the City,who has the requisite power and authority to execute and deliver this .Agreement in the name of and on behalf of the City. 9.1.1.4.This Agreement constitutes the legal, valid and binding obligation of the City. enforceable against the City in accordance with the terms and conditions hereof. 9.1.1.5.The execution, delivery, and performance of this Agreement will not violate, or be in conflict with, or result in a material breach of, or constitute a default under, any material agreement, order, judgment, or decree to which the City is a party or by which the City is bound. 9.1.1.6 The parties acknowledge the City is not engaged in the water business and was not created to sell water outside the corporate limits of the City; however the City pursuant to Section 552.001 of the Texas Local Government Code has the right and authority to contract with Sabine Pass Liquefaction and other persons outside its boundaries to permit them to connect with its water systems and to purchase water from the City on terms the City considers to be in its best interest and the City has determined that it is in the City's best interest to enter into this Agreement.. The City herewith expresses confidence in its desire and ability to furnish sufficient water to meet the need of Sabine Pass Liquefaction; however, in the event there should ever arise in the future an inability on the part of the City to furnish sufficient water to Sabine Pass Liquefaction, it is understood that so long as the City uses its best efforts to do so, the City shall not be liable on account of any such inability. S of 11 HOU:3155710 ;1 10. Representations and Warranties of Sabine Pass Liquefaction 1 0, 1 Sabine Pass Liquefaction hereby represents and warrants to the City that: 10.1 .1. l . Sabine Pass Liquefaction is a limited liability company validly existing arid in good standing under the laws of the State of Delaware. Sabine Pass Liquefaction has all requisite limited liability company power and authority to conduct its business, own its properties and execute and deliver this Agreement and perform its obligations hereunder in accordance with the terms thereof. 10.1.1.2. This Agreement has bc;ent duly executed and delivered on behalf of Sabine Pass Liquefaction and constitutes the legal, valid and binding obligation of Sabine Pass Liquefaction, enforceable against Sabine Pass Liquefaction in accordance with the terms hereof 10.1.1.3. The execution, delivery, and.; performance of this Agreement will not violate, or be in conflict with, or result in a material breach of or constitute a default under, any material agreement, order, : judgment, or decree to which Sabine Pass Liquefaction is a party or by which Sabine Pass Liquefaction is bound. 11. Nature of Agreement. This Agreement represents the entire understanding and agreement of the Parties and supersedes any prior communications, agreements and understandings between the Parties relating to the subject matter hereof. 12. Waivers; Amendments; Counterparts. This .Agreement may not be modified, amended or waived except by a written instrument duly executed by both Parties. No failure or delay by either Party" in exercising any right. power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. This Agreement may be signed in two counterpart originals, each of which shall constitute an original document. 13. Dispute Resolution. In the event of any dispute, controversy, or claim arising under or relating to this Agreement, the. Parties agree to attempt in good faith to resolve such dispute, controversy, or claim through negotiation or settlement for a period of thirty (30) days. If at the conclusion of such thirty (30) day period the matter has not been resolved then, subject to Section 15 below, either Party may pursue any remedy in law or at equity to which it is eni itled. 14. Damages" Neither Party shall be liable to the other Party for any consequential, incidental. special, exemplary or punitive damages arising out of or related to this Agreement. in addition, neither Party shall be liable to the other for any fees and expenses incurred in the preparation and negotiation of this Agreement. 9 of 1 1 W01155710 11 1. Notices,. All demands, notices and other communications made pursuant to this A :reennent shall be in writing and delivered Personally or mailed recorded delivery, postage prepaid, or sent by lacsimile to the following: Sabine Pass Liquefaction: Sabine pass ue action, LLC City of Port Arthur 700 M'dam Street, Suite 800 444 4 Street Houston, rx 77002 Port Arthur, TX 77640 Attn: R. Keith Teague, President Attn: City Attorney Facsimile: 713 -375-6000 Facsimile: 4O9-983 -8124 Notice given by personal delivery or mail shall e effective upon actual receipt. Notice given by to sitnile shall be eff'ecti e upon actual:: ;receipt if received during recipient's nor ai business hours or at the begitibing of recipien a l t's next business day after receipt if not received during recipient's nor :`busine hours. rs Any Party may change its address to which notice is - to be given hereunder by providing notice of the same in accordance with this Section 1.< w 2, T CHOICE OF LAW. JURISDICTION, , THIS AGREEMENT SHALL BE GOVERNED BY AND CONSF ,IJE , , NI THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE EN O .CFD, IN' ACCOIWANCE ' WIrI I l'HL LAWS OF .).'Ili: STATE OF TEXAS WITHOUT GIVING EFFECT to PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES HERE1 ''0 FURTIIER TI'IAT THE PROPER JURISDICTION AND VENUE OE ANY `CLAIMS CAUSES OF A 'TIN OR LITIGATION ARISING OUT OF `HIS ' AGREEMENT SHALL BE JEF FERSC 1' cOUNTY, TEXAS. 10 of 1 l W JTN i� WHEREOF, each of the Parties has caused this Agreement to be executed by their respective, fatty authorized representatives as of th date first written above, Sabine Fuss Liquefaction: City: Sabine Pass 1,iquelacti(a4, pity of Port Arthur lame: Steve Fitzgiblaons l "iti : 1 Title: City Manager, City of Port Arthur Approved as to Form: 1 3anie: Val Tizeno Title: City Attorney, City of Port Arthur 11of1 HH 11