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Home My WebLink AboutContract 42865-A3 (2)u 3-02-1 2 P03:43 IN hluebonnf contractors, LLC Improving mobility in Texas CITY SECRETARY CONTRACT NO. Ll aS�s - nA Texas F partment ransportation ir l �t'rsJ��,.I1 IJ J NORTH TARRANT EXPRESS (NTE) PROJECT DATE: December 7, 2011 UTILITY ASSEMBLY: 820-U-0506-0003 City of Fort Worth Water Department Planning & Business Services 1000 Throckmorton Street Fort Worth, Texas 76102 (817) 392-8480 MAIN RI, iphnnnpt rnntraCt01"S, l 6851 NE Loop 820, Suite 102 North Richland Hills, Texas 76180 (817) 510-3557 Main (817) 510-3691 FAX OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX City Secretary Office Copy Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 1 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 CITY SECRETARY CONTRACT NO. �'Z�� 5' 1 County: TARRANT ROW CSJ No.:0008-14-093 Const. CSJ No.:0008-14-059 Highway: IH 820 Limits: FROM IH 35W TO SOUTHWESTERN RAILROAD (DART) UTILITY ADJUSTMENT AGREEMENT AMENDMENT Amendment No. 0003 to Agreement No.: 820-U-0506 Conflict 91 THIS AMENDMENT TO MASTER UTILITY ADJUSTMENT AGREEMENT (this "Amendment"), by and between NTE Mobility Partners LLC, hereinafter identified as the "Developer", Bluebonnet Contractors, LLC, hereinafter identified as the "Design -Build Contractor" and City of Fort Worth, hereinafter identified as the "Owner", is as follows: WITNESSETH WHEREAS, the STATE of TEXAS, acting by and through the Texas Department of Transportation, hereinafter identified as "TxDOT", proposes to construct the turnpike project identified above (the "Facility", as more particularly described in the "Original Agreement", defined below); and WHEREAS, pursuant to that certain Comprehensive Development Agreement ("CDA") by and between TxDOT and the Developer with respect to the Facility, the Developer has undertaken the obligation to design, construct, finance, operate and maintain the Facility, including causing the removal, relocation, or other necessary adjustment of existing utilities impacted by the Facility (collectively, "Adjustment"); and WHEREAS, pursuant to that certain Design -Build Contract by and between the Developer and the Design -Build Contractor with respect to the Facility (the "Design -Build Contract"), the Design -Build Contractor has undertaken the obligation to design and construct the Facility, which includes the Adjustment; and WHEREAS, the Owner, the Developer, and the Design -Build Contractor are parties to that certain executed Master Utility Adjustment Agreement designated by the "Agreement No." indicated above, as amended by previous amendments, if any (the "Original Agreement"), which generally provides for the adjustment of certain utilities owned and/or operated by the Owner (the "Utilities"); and WHEREAS, the parties are required to utilize this Amendment form in order to modify the Original Agreement to address the adjustment of Owner facilities contemplated by the Original Agreement; and WHEREAS, the parties desire to amend the Original Agreement to add additional Owner utility facility(ies), on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the agreements contained herein, the parties hereto agree as follows: 1. Amendment. The Original Agreement is hereby amended as follows: 1.1 Plans. Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 2 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 1. Amendment. The Original Agreement is hereby amended as follows: 1.1 Plans. (a) The description of the Owner Utilities and the proposed Adjustment of the Owner Utilities in the Original Agreement is hereby amended to add the following utility facility(ies) ("Additional Owner Utilities") and proposed Adjustment(s) to the Owner Utilities described in the Original Agreement, to wit: Conflict 91- Adjustment of portions of Owner's existing 30" and 48" wastewater lines. The lines are in conflict with the North Tarrant Express Project and are to be adjusted in compliance with TxDOT's Utility Accommodation Rules (UAR). 48" Wastewater line - The adjustment will include installation of approximately 403 LF of 48" wastewater line with approximately 349 LF of 66" steel encasement crossing IH 820 at NTE Utility BL STA 830+03 crossing underneath IH 820 from NTE Utility BL STA 830+04 to STA 830+32 (actual intersection with IH 820 at NTE Utility BL STA 830+10). Three (3) existing manholes are to be removed, and approximately 359 Lf of existing 48" wastewater line is to be cut, filled with grout, plugged, and abandoned in place. Two junction boxes (NTE Utility BL STA 's 247+11 and 251+15) and one Type "A" Access Manhole (NTE BL Sta. 247+33) will be constructed to reconnect the proposed 48" wastewater line to the existing 48" wastewater line. 30" Wastewater line — The adjustment will include installation of approximately 27 LF of 30" wastewater line along the south side of IH 820 within an existing utility easement from NTE Utility BL STA 830+21 and 214.22 ft. RT to STA 830+32.36 and 190.20 ft RT. Approximately 26 LF of existing 30" wastewater line is to be cut, filled with grout, plugged, and abandoned in place. A junction box structure will be constructed at NTE Utility BL STA 830+32.36 to reconnect the proposed 30" wastewater line to the existing 30" wastewater line. Abandoned facilities conflicting with roadway construction may be removed by others during the construction and excavation stages with notice to the Owner of said removed facilities. (b) The Plans, as defined in Paragraph 1 of the Original Agreement, are hereby amended to add thereto this Conflict 91's specific plans, specifications and cost estimates attached hereto as Exhibit A. (c) The Plans attached hereto as Exhibit A, along with this Amendment, shall be submitted upon execution to TxDOT in accordance with Paragraph 2 of the Original Agreement, and Paragraph 2 shall apply to this Amendment and the Plans attached hereto in the sam manner as if this Amendment were the Original Agreement. If the 0 Existing Interest for any of the Additional Owner Utilities, documentation such claim shall be submitted to TxDOT as part of this Amendment an Plans, in accordance with Paragraph 15(a) of the Original Agreement. erc aims an It tECORD ttt6 4 RETARY vvoirrwi, TX UAAA 91(dwbRL2 3 1 2)2(HSC)(DBF20 1 2.02.06)).doc 2/7/2012 Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 3 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 1.2 Advancement of Funds by Owner for Construction Costs. (a) Exhibit A of the Original Agreement is hereby amended to add for the Additional Owner Utilities and proposed Adjustment(s) the following information set forth on Exhibit A hereto: (i) all estimated engineering and construction -related costs, including labor, material, equipment and other miscellaneous construction items, and (ii) the Owner's and Design -Build Contractor's respective cost sharing responsibility for the estimated costs, as more fully described in Section 1.4 below. The Owner shall advance to the Design -Build Contractor its allocated share, if any, of the estimated costs for construction and engineering work to be performed by Design -Build Contractor under this Amendment, in accordance with the following terms: ® The adjustment of the Owner's Utilities does not require advancement of funds. ❑ The adjustment of the Owner's Utilities does require advancement of funds and the terms agreed to between the Design -Build Contractor and Owner are listed below. (b) Adjustment Based on Actual Costs or Agreed Sum. For purposes of Paragraph 7(b) of the Original Agreement, the following terms apply to the Additional Owner Utilities and proposed Adjustment. N/A [Check the one appropriate provision': ❑ The Owner is responsible for its share of the Design -Build Contractor's actual cost for the Adjustment, including any identified Betterment. Accordingly, upon completion of all Adjustment work to be performed by both parties pursuant to this Amendment, (i) the Owner shall pay to the Design -Build Contractor the amount, if any, by which the actual cost of the Betterment (as determined in Paragraph 9(b)) plus the actual cost of Owner's share of the Adjustment (based on the allocation set forth in Exhibit A) exceeds the estimated cost advanced by the Owner, or (ii) the Design -Build Contractor shall refund to the Owner the amount, if any, by which such advance exceeds such actual cost, as applicable. ❑ The Agreed Sum is the agreed and final amount due for the Adjustment, including any Betterment, under this Amendment. Accordingly, no adjustment (either up or down) of such amount shall be made based on actual costs. 1.3 Reimbursement of Owner's Indirect Costs. For purposes of Paragraph 6 of the Original Agreement, the following terms apply to the Additional Owner Utilities and proposed Adjustment: (a) Design -Build Contractor agrees to reimburse the Owner its indirect costs (e.g., engineering, inspection, testing, ROW) as identified in Exhibit A. When requested by the Owner, monthly progress payments will be made. The monthly payment will not exceed 80% of the estimated indirect work done to date. Once the indirect work is complete, final payment of the eligible indirect costs will be made. Interined. be construed as final payment for any items included in the interm (b) The Owner's indirect costs associated with Adjustment of the 0 developed pursuant to the method checked and described below [ch UAAA 91(dwbRL2 3 12)2(HSC)(DBF2012.02.06)).doc . 2/7/2012 Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 4 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 (1) Actual related indirect costs accumulated in accordance with (i) a work order accounting procedure prescribed by the applicable Federal or State regulatory body, or (ii) established accounting procedure developed by the Owner and which the Owner uses in its regular operations or, (2) The agreed sum of $ ("Agreed Sum") as supported by the analysis of the Owner's estimated costs attached hereto as part of Exhibit A. 1.4 Responsibility for Costs of Adiustment Work. For purposes of Paragraph 4 of the Original Agreement, responsibility for the Agreed Sum or Actual Cost, as applicable, of all Adjustment work to be performed pursuant to this Amendment shall be allocated between the Design -Build Contractor and the Owner as identified in Exhibit A hereto and in accordance with §203.092, Texas Transportation Code. An allocation percentage may be determined by application of an Eligibility Ratio, if appropriate, as detailed in Exhibit A, provided however, that any portion of an Agreed Sum or Actual Cost attributable to Betterment shall be allocated 100% to the Owner in accordance with Paragraph 9 of the Original Agreement. 1.5 Betterment. (a) Paragraph 9(b) (Betterment and Salvage) of the Original Agreement is hereby amended to add the following [Check the one box that applies, and complete if appropriate]: The Adjustment of the Additional Owner Utilities, pursuant to the Plans as amended herein, does not include any Betterment. ❑ The Adjustment of the Additional Owner Utilities, pursuant to the Plans as amended herein, includes Betterment to the Additional Owner Utilities by reason of [insert explanation, e.g. "replacing 12" pipe with 24" pipe]: . The Design -Build Contractor has provided to the Owner comparative estimates for (i) all work to be performed by the Design -Build Contractor pursuant to this Amendment, including work attributable to the Betterment, and (ii) the cost to perform such work without the Betterment, which estimates are hereby approved by the Owner. The estimated cost of the Design -Build Contractor's work under this Amendment which is attributable to Betterment is $ , calculated by subtracting (ii) from (i). The percentage of the total cost of the Design -Build Contractor's work under this Amendment which is attributable to Betterment is %, calculated by subtracting (ii) from (i), which remainder is divided by (i). (b) If the above Paragraph 1.5(a) identifies Betterment, the Owner shall advance to the Design -Build Contractor, at least fourteen (14) business days prior to the date scheduled for commencement of construction for Adjustment of the Additional Owner Utilities, the estimated cost attributable to Betterment as set forth in Paragraph 1.5(a) of this Amendment. If the Owner fails to advance payment to the Design -Build Co - .•r on or before the foregoing deadline, the Design -Build Contrave the n of commencing and completing (without delay) the Adjustme►�ai n of 1!7 the applicable Betterment. [Check the one appropriate prov l .y SECRETARY FT. WORTH, TX. UAAA 91(dwbRL2 3 12)2(HSC)(DBF2012.02.06)).doc 2/7/2012 Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 5 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 ❑ The estimated cost stated in Paragraph 1.5(a) of this Amendment is the agreed and final amount due for Betterment under this Amendment, and accordingly no adjustment (either up or down) of such amount shall be made based on actual costs. ❑ The Owner is responsible for the Design -Build Contractor's actual cost for the identified Betterment. Accordingly, upon completion of all Adjustment work to be performed by both parties pursuant to this Amendment, (i) the Owner shall pay to the Design -Build Contractor the amount, if any, by which the actual cost of the Betterment (determined as provided below in this paragraph) exceeds the estimated cost advanced by the Owner, or (ii) the Design -Build Contractor shall refund to the Owner the amount, if any, by which such advance exceeds such actual cost, as applicable. Any additional payment by the Owner shall be due within sixty (60) days after the Owner's receipt of the Design -Build Contractor's invoice therefor, together with supporting documentation; any refund shall be due within sixty (60) days after completion of the Adjustment work under this Amendment. The actual cost of Betterment incurred by the Design -Build Contractor shall be calculated by multiplying (i) the Betterment percentage stated in Paragraph 1.5(a) of this Amendment, by (ii) the actual cost of all work performed by the Design -Build Contractor pursuant to this Amendment (including work attributable to the Betterment), as invoiced by the Design -Build Contractor to the Owner. (c) The determinations and calculations of Betterment described in this Amendment shall exclude right-of-way acquisition costs. Betterment in connection with right-of-way acquisition is addressed in Paragraph 15 of the Original Agreement. 1.6 Miscellaneous. (a) Owner and Design -Build Contractor agree to refer to this Amendment, designated by the "Amendment No." and "Agreement Number" indicated on page 1 above, on all future correspondence regarding the Adjustment work that is the subject of this Amendment and to track separately all costs relating to this Amendment and the Adjustment work described herein. 2. General. (a) All capitalized terms used in this Amendment shall have the meanings assigned to them in the Original Agreement, except as otherwise stated herein. (b) This Amendment may be executed in any number of counterparts. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute one and the same instrument. (c) Except as amended hereby, the Original Agreement shall remain in full force and effect. In no event shall the responsibility, as between the Owner and the Design -Build Contractor, for the preparation of the Plans and the Adjustme i i itie be ^rFICIAI. RECORD rr( SECRETARY deemed to be amended hereby. I^T. WORTH1 T) UAAA 91(dwbRL2 3 I2)2(HSC)(DBF2012.02.06)).doc 2/7/2012 Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 6 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 (d) This Amendment shall become effective upon the later of (a) the date of signing by the last party (either the Owner, the Design -Build Contractor or the Developer) signing this Amendment, and (b) the completion of TxDOT's review and approval as indicated by the signature of TxDOT's representative, below. APPROVED BY: DESIGN -BUILD CONTRACTOR Bluebbrmrrattors, LLC By: I Duly Au Representative Printed Name: Jose Carlos Esteban Title: Chief Executive Officer Date: TEXAS DEPARTMENT OF TRANSPORTATION By: /6,6, Authorized Signat�Duly Authorized Representative Printed Na i Donald C. Toner Jr. SR/WA Name: Fernando Costa DEVELOPER By: NTE Mobil tv Partners LLC Duly Authorized Representative Printed Name: Steve Hankins, P.E. Title: Director of Design & Construction Date: Z/ Z. OWNER City of Fort Worth Printed Title: Director — Turnpike Right of Way Title: Assistant City Manager Texas Turnpike Authority Division Texas Department of Transportation Date: 4/2/2 Date: OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX UAAA 91(dwbRL2 3 12)2(HSC)(DBF2012.02.06)).doc 2/7/2012 Texas Department of Transportation Form TxDOT-CDA-U-35A-DM-NTE Page 7 of 7 Orig. Form Rev. 08/26/10 Modified by the Parties 12/07/11 Recomm d For Appro . 1 By: Name: Frank Crumb Title: Director, Water Department Approved as to Form and Legality: Douglas W. Black Assistant City Attorney ATTEST: ary J. Kays City Secretary Date: )1- 1-1( M&C No. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX UAAA 91(dwbRL2 3 12)2(HSC)(DBF2012.02.06)).doc 2/7/2012 1V1LX,L. I v tv vv CITY COUNCIL AGENDA COUNCIL ACTION: Approved on 11/1/2011 Official site of the City of Fort Worth, Texas FORT DATE: 11/1/2011 REFERENCE NO.: **C-25259 LOG NAME: CODE: C TYPE: CONSENT PUBLIC HEARING: SUBJECT: Authorize a Master Utility Adjustment Agreement Between the City of Fort Worth and North Tarrant Express Mobility Partners, Texas Department of Transportation, and Bluebonnet Contractors, LLC, for the North Tarrant Express Highway Expansion Project (COUNCIL DISTRICT 4) 6ONTEMUAA NO RECOMMENDATION: It is recommended that the City Council authorize execution of an Agreement with North Tarrant Express Mobility Partners, Texas Department of Transportation, and Bluebonnet Contractors, LLC, for the relocation of approximately 714 linear feet of 36-inch water main at the Beach Street and IH- 820 intersection, within the general NE Loop 820 from IH-35W to Southwestern Railroad (DART or 1700 feet East of State Highway 377) (NTE Segment 1-TXDOT CSJ No. C-0008-14-059) project limits, at no cost to the City of Fort Worth. DISCUSSION: The purpose of this M&C is to enter into a Master Utility Adjustment Agreement (MUAA) with North Tarrant Express Mobility Partners (NTEMP), Texas Department of Transportation (TXDOT) and Bluebonnet Contractors, LLC, for the relocation of approximately 714 linear feet of 36-inch water main along the Beach Street and Interstate Highway 820 intersection, part of North Tarrant Express (NTE) Segment 1. NTE Segment 1 consists of improvements along NE Loop 820 from Interstate Highway 35 to Southwestern Railroad (DART or 1700 feet East of State Highway 377). NTE consists of a 10 year Agreement between TXDOT and NTEMP to identify and construct proposed highway improvements to portions of Interstate Highway 35W, State Highway 183 and Interstate Highway 820 in northern and eastern Tarrant County. NTEMP has hired Bluebonnet Contractors, LLC, a design build contractor, to facilitate design and construction of the highway improvements as well as the necessary utility relocations. Design and construction relocation costs for this MUAA will be 100 percent funded by Bluebonnet Contractors, LLC. The project limits for NTE Segment 1 will include the relocation of additional water and sanitary sewer mains, which will be designed and constructed through future Utility Adjustment Agreement Amendments (UAAAs). Such locations include: 1. Interstate Highway 820 (East and West Bound) service road from Riverside Drive to Beach Street (water and sanitary sewer) 2. Intersection of Interstate Highway 820 and Riverside Drive (sanitary sewer only) 3. Intersection of Interstate Highway 820 and Big Fossil Creek (sanitary sewer only) 4. Intersection of Interstate Highway 35W and Fossil Creek Drive (water only) 5. Intersection of Interstate Highway 35W and Melody Hills Lane (water only) This project is located in COUNCIL DISTRICT 4, Mapsco 49G, H and 50A, E and H. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that this action will have no material effect on City funds. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: S. Frank Crumb (8207) Additional Information Contact: John Kasavich (8480) ATTACHMENTS 60NTEMUAA.Map.pdf •1 1 / nTT 1 /n / A n _ _/1 in/Ai 1 I 1 /nnln bluebonnet contract° Improving mobility in Texas City of Fort Worth Assembly Developer Managed Assembly Number: 820-U-0506-0003 North Tarrant Express (NTEI — Segment West December 7, 2011 Facilities Conflict ID ➢ Existing wastewater line crossing IH 820 at NTE Utility BL STA 830+10 (91) Bluebonnet Contractors, LLC is submitting the attached Utility Assembly in compliance with the CDA to adjust an existing 48" wastewater line crossing IH 820 within the NTE project corridor at NTE Utility BL STA 830+10. The line is in conflict with the North Tarrant Express Project and is to be adjusted in compliance with TxDOT's Utility Accommodation Rules (UAR). The adjustment will include installation of approximately 403 LF of 48" wastewater pipe with approximately 349 LF of 66" steel encasement crossing IH 820 at NTE Utility BL STA 830+03. The total estimated cost to replace this facility is $658,024.89. The final cost will be determined according to actual accumulated costs. The relocation is 100% compensable for the City of Ft. Worth. There are no betterments or salvage values associated with this utility adjustment. This 'Developer Managed' Assembly consists of thirteen components as required by the CDA (Assembly Summary, Utility Adjustment Agreement Amendment, Plans, Specifications, and Estimates, Affidavit of Property Interests, Statement of Work, Joint Use Acknowledgement, Assembly Checklist, No Conflict Sign -Off Forms, Right of Way Maps, TxDOT Checklist and Approval). LTRA Engineering with Pacheco Koch Engineering prepared the plans which were signed and sealed by Brian O'Neill, P.E on December 1, 2011. NTE Mobility Partners LLC and Bluebonnet Contractors, LLC recommend approval of the Assembly and have acknowledged the Traffic Control Plan as defined in NTE General Notes Construction Notes on sheet 5 of the plans. The SW3P is also addressed in Bluebonnet Contractors General Notes under Environmental Notes on sheet 4 within the plan set. NTE Mobility Partners LLC, Bluebonnet Contractors and the City of Fort Worth have executed the Assembly. Bluebonnet Contractors, LLC and the City of Fort Worth will coordinate and conduct a pre -construction meeting to address NTE Safety and environmental issues prior to performing any adjustment related activities on the project. All safety, traffic control, and environmental issues will be complied with during construction activities in the vicinity of the line to maintain the integrity of the City of Fort Worth's facilities, and protect the traveling public. TxDOT has 10 business days to review and approve the Assembly. Recommended for Approval: ,x(„07//42e- H. Scott Colter, P.E. Alfonso Diaz Del Rio Scott Stockburger, P. NTE-Checklist Rev. 2/2011 Page 1 of 4 TxDOT UTILITY ADJUSTMENT CHECKLIST City of Fort Worth U - N o.: 820-U-0506-0003 Utility Owner Name: City of Fort Worth County: Tarrant Jurisdictions: TxDOT Ft. Worth District Estimated Dollar Amount of Utility Adjustment/Cost to Developer: $658,024.89 ROW CSJ No.: R-0008-14-093 Construction CSJ No.: 0008-14-059 Section or Segment Number: NTE — Segment West ® Actual Cost or C Lump Sum (Check one) Federal -Aid ROW Project No.: N/A Alternate Procedure Approval Date: June 30, 2011 Highway Station Limits (To & From): Crossing IH 820 at NTE BL STA 830+10 Description/Scope of Work: Adjustment of an existing 48" wastewater line crossing IH 820 within the NTE project corridor at NTE Utility BL STA 830+10. The line is in conflict with the North Tarrant Express Project and is to be adjusted in compliance with TxDOT's Utility Accommodation Rules (UAR). The adjustment will include installation of approximately 403 LF of 48" wastewater pipe with approximately 349 LF of 66" steel encasement crossing IH 820 at NTE Utility BL STA 830+03. 1.Yes ® NoE WA 2. Yes Fl No ❑ N/A ❑ Approved & current ROW Maps on file with TxDOT? Is the Utility Adjustment within the Facility ROW limits or directly related to work required within Facility ROW limits? 3. Yes ® No E N/A 0 Are explanations and clarifications included in the transmittal to describe unique conditions affecting the Utility? 4. Yes ® No ❑ N/A 0 Have (3) identical originals of the Utility Assembly with plans been submitted, of which one original should be color -coded? NTE-Checklist Rev. 2/2011 Page 2 of 4 5.Yes ® No N/A C 6. Yes ® No ❑ N/A ❑ 7.Yes ® NoL 8.Yes ® NoL 9.Yes ❑ NoL N/A C N/A E N/A 10.Yes L No N/A® 11.Yes ® No I: N/A❑ 12.Yes ® No N/A C 13.YesE No N/A® 14. Yes ® No ❑ N/A ❑ 15. Yes ❑ No ® N/A C 16.Yes ❑ No N/A® Has the Developer's Utility Design Coordinator located on the plans the major items of material listed on the estimate by scaling or stationing? Have the existing and proposed Utility facilities been plotted on the ROW map and attached with this submission. Have the Utility Adjustments been designed for the Proposed Configuration? Has the Utility Owner signed the plans for a Developer Managed MUAA (DM)? Has the Utility Owner signed the plans for an Owner Managed (OM) MUAA that allows for the Developer to design for the Utility Adjustment? If the agreed sum method has been marked, has a detailed, itemized estimate and matching plans been provided? Is the Utility consultant -engineering contract reviewed and approved by the Developer's Utility Manager (UM)? Are all forms submitted complete and correct for the situation/circumstance of the Utility Adjustment? Has the Statement Covering Utility Construction Contract Work (TxDOT Form ROW-U-48) been submitted for work completed by an owner -managed contractor? Is the Utility Assembly folded so as to fit into an 8.5" x 11" file? Are any of the proposed Utility facilities installed longitudinally inside the control of access, excluding areas near ramp terminals? Has Barlow's Formula information been submitted for unencased high-pressure pipelines? The following information is required to complete Barlow's formula. S=Yield Strength, Wall thickness = t, Outside Diameter = D, Design Factor = F. Maximum Operating Pressure must also be given and compared to the pressure NTE-Checklist Rev. 2/2011 Page 3 of 4 17.YesE No❑ N/A® 18. Yes C No C N/A 19.Yes ❑ No❑ N/A® 20.Yes ® No N/A❑ 21.Yes ®No❑ N/A❑ 22.Yes ® NoE N/A❑ 23. Yes C No ❑ N/A 24. Yes ❑ No ® N/A ❑ 25.Yes C NoE N/A 26. Yes ❑ No ❑ N/A 27. Yes ❑ No ❑ N/A 28. Yes C No ® N/A ❑ 29.YesE NoE N/A® 30.Yes ® No N/A❑ 31.Yes ® No N/AC 32.Yes E No® N/A❑ calculated with Barlow's. The Barlow calculation must be shown with the submission. If the pipeline is unencased, is there adequate coating, wrapping and cathodic protection? Are replacement Utility ROW charges justified and supported? If yes to #18, is an affidavit and an ownership instrument (i.e. easement, license or deed) included? Do Utility Adjustment plans demonstrate Utility Accommodation Rules compliance, including minimum depth of cover from proposed grade and casing requirements? is the proposed Utility Adjustment shown on the plans with stationing and offsets from centerline, edge of pavement, or ROW lines? Are backfill requirements met? Is a schedule of work provided by/required of the Utility Company if the Utility Adjustment is large and complex? Is a Betterment credit applicable? If yes to #24, is the credit calculated and applied properly? Is accrued depreciation credit applicable? If accrued depreciation is applicable, is credit applied properly? Is salvage credit applicable? If salvage credit applicable, is the credit applied properly? Are overheads and loadings checked for reasonableness? Are cost estimate extensions checked? Is a correct & recorded Quitclaim Deed (TxDOT Form ROW-N-30) submitted, if required? NTE-Checklist Rev. 2/2011 Page 4 of 4 33. Yes ® No ❑ N/A 34. Yes ® No ❑ N/A ❑ 35. Yes ❑ No ❑ N/A 36. Yes ® No ❑ N/A ❑ 37. Yes ® No ❑ N/A ❑ Prepared by: Approved by: Has a recommendation for approval been stated on the transmittal memorandum? Is the Utility Adjustment in only one jurisdiction? If the Utility Adjustment is in more than one jurisdiction, have the percentages in each jurisdiction been detailed in the transmittal memorandum? Are the sign -off forms attached? Have the plans for the Utility Adjustment been sealed by a Registered Professional Engineer? 7( ce./7Z-7f/fi Utility Design Coordinator Utility Manager Recommended for Approval Quality Control Date: Comments: Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 1 of 22 Rev.4/10/10 County: TARRANT ROW CSJ No.: 0008-14-093 Const. CSJ No.: 0008-14-059 Highway: IH 820 Limits: From IH 35W to Southwestern Railroad (DART) MASTER UTILITY ADJUSTMENT AGREEMENT (Developer Managed) Agreement No.: 820-U-0506 THIS AGREEMENT, by and between NTE Mobility Partners LLB'; 1ereinafter identified as the "Developer", Bluebonnet Contractors, LLC, hereinafter identified as they" Dlesign-Build! Contractor" and City of Fort Worth, hereinafter identified as the "Owner", is as follows: WITNESSETH WHEREAS, the STATE OF TEXAS, acting by and through hereinafter identified as "TxDOT", is authorized to turnpike projects as part of the state highway syste } t ' ou with the provisions of Chapters 203 and 223, Texas Transporta WHEREAS, the TxDOT proposes to construct a tii ttipikei¢i?oject Project (the "Facility"); and exas Department" `Transportation, operate, gafintain, and improve e of TzAs, all in conformance Code, ,-)s <nc t ed; and identified as the North Tarrant Express WHEREAS, pursuant to that certain Compr ei 1p Deve`ft ment Agreement by and between TxDOT and the Developer with respect to the Facility Vie " 0A"), the; Developer has undertaken the obligation to design, construct, finance operate and maintaini the Fae lity; and WHEREAS, the Developer's duties other necessary adju subject to the provisio WHEREAS pursuant t Design`Bvtild Contractor Contr otior has undertaken Adjustment at Df,:itgo d ksuant tta; tdle CDA include causing the removal, relocation, or 'ties impacted by the Facility (collectively, "Adjustment"), ain L -Build Contract by and between the Developer and the espect to the Facility (the "Design -Build Contract"), the Design -Build obligation to design and construct the Facility, which includes the tractor's expense, subject to the provisions herein; and WHEREAS, the Facility ' y receive Federal funding, financing and/or credit assistance; and WHEREAS, tlie. Design -Build Contractor and the Owner agree to enter into this Master Utility Adjustment Agreement ("MUAA") which provides an overall scope of the Facility and, by necessity, includes at least one Adjustment, detailed herein; and WHEREAS, additional Adjustments of Owner Utilities will be memorialized by amendments to this MUAA, known as Utility Adjustment Amendment Agreements ("UAAA"); and WHEREAS, the Design -Build Contractor has notified the Owner that certain of its facilities and appurtenances (the "Owner Utilities") are in locational conflict with the Facility (and/or with the "Ultimate Configuration" as such term is defined in the CDA of the Facility), and the Owner has requested that the Developer and the Design -Build Contractor undertake the Adjustment of the Owner Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 2 of 22 Rev.4/10/10 Utilities pursuant to §203.092, Texas Transportation Code, as amended, and Rule 21.23 of Title 43„ as necessary to accommodate the Facility (and the Ultimate Configuration); and WHEREAS, Owner Utilities and the proposed Adjustment of the Owner Utilities are located within the Facility generally described as follows: the expansion of IH-820 from Mark IV Parkway east to the Fort Worth City Limits at North Beach Street; total footage along IH-820 of approximately 9,357 LF, as shown on Exhibit "A" attached hereto and incorporated herein; and WHEREAS, the Owner, Developer and Design -Build Contractor recognize that time is of the essence in completing the work contemplated herein; and WHEREAS, the Developer, the Design -Build Contractor and the OwnOwne40 desire to implement the Adjustment of the Owner Utilities by entering into this Agreement. AGREEMENT NOW, THEREFORE, in consideration of these premises an the parties hereto and other good and valuable consideration, hereby acknowledged, the Developer, the Design-Buil The first locational conflict requiring an Adjus follows: the mutual cove to anfii agreements of "t:, eceipt and sufficien y of which being the Owner a •.ree as follows: wn as Conflict 89 as Conflict 89 - Adjust approximated+ 720 lineae feels of 36" water transmission line. The existing water line crossing IH 82rakBeach 'Street (existing crossing IH 820 at NTE Utility BL STA 731 +52) is in conflith,wilit�the Nord \Tarrant Express Project and is to be adjusted in compliance with TxDOV[s Utility Accommodation Rules (UAR). The adjustment will include' installation' ,of approximately 720 linear feet of water transmission line in 600 linear feet of 54\' steel casing from NTE Utility BL STA 730+82 to STA 730+98 (proposed crossing 11=1(82) at NTE Utility BL STA 730+70). In addition, the adjustment will require a temporary wtijerr service connection near the Beach St. and Fossil Vista Dr. intersection. The portions of the existing line in conflict that are not being abandoned or sold:. according to, provisions within this assembly will be removed during adway construction. 1. Prenaration of Pla [Check one box that applies:] The Design -Build Contractor has hired LTRA / Pacheco Koch engineering firm(s) acceptable to the Owner to perform engineering services needed for the preparation of plans, required specifications, and cost estimates ("Plans") for the proposed Adjustment(s) of the Owner Utilities. The Design -Build Contractor represents and warrants that the Plans will conform to the most recent Utility Accommodation Rules issued by the Texas Department of Transportation ("TxDOT"), set forth in 43 Tex. Admin. Code Part 1, Chapter 21, Subchapter C et seq., (the "UAR"). By the signing of the Plans, the Owner hereby approves the Plans and confirms that the Plans are in compliance with the "standards" described in Paragraph 3(d). The Plans for Conflict 89 are attached hereto as Exhibit "C", incorporated herein. ❑ The Owner has provided plans, required specifications and cost estimates, attached hereto as Exhibit C (collectively, the "Plans"), for the proposed Adjustment of the Owner Utilities. The Owner represents and warrants that the Plans conform to the Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 3 of 22 Rev.4/10/10 UAR. By its execution of this Agreement, the Developer and the Design -Build Contractor hereby approve the Plans. The Owner also has provided to the Design - Build Contractor a utility plan view map illustrating the location of existing and proposed utility facilities on the Developer's right of way map of the Facility. With regard to its preparation of the Plans, the Owner represents as follows [check one box that applies]: ❑ The Owner's employees were utilized to prepare the Plans, and the charges therefore do not exceed the Owner's typical costs for such work. ❑ The Owner utilized consulting engineers to prepare the' Plans, and the fees for such work are not based upon a percentage of construction costs. Further, such fees encompass only the work necessary to prepare the Plans for Adjustment of the Owner Utilities described herein, and do not include fees, for work done on any other project. The fees of the consulting engineers age reasonable and are comparable to the fees typically charged by consulting: etgineers in the locale of the Facility for comparable work for the Owner. 2. Review by TxDOT. The parties hereto acknowledge MO agree as follows (a) (a) Upon execution of this Agreement, or any 1IJAAA, by the Developer, the Design - Build Contractor and the Owner, the Developer will submit this/ Agreement or UAAA, together with the attached Planst'to TxDOT for its *view a3 & approval as part of a package referred to as a "Utility's t ssembly". The parties'agliee to cooperate in good faith to modify this Agreement and/or t $e Plans{: as necessary and mutually acceptable to all parties, to respond to an';k eommen't tnade by TxDOT thereon. Without limiting the generality of the foregoin (``(c) the Owner agrees to respond • (with comment and/or acceptance) to any modifie ! P1 s and/or Agreement prepared by the Design -Build Contractor in response to TQT 1xtmentwithin fourteen (14) business days after receipt of suchmodifications, and (ii): if the Owner originally prepared the Plans, the Owner agrees to modify the Plans in response to TxDOT comments and to submit such modified Plans to the Design -Build Contractor for its comment and/or approval (and re - submittal to TxDOT for its comment and/or approval) within fourteen (14) business days after receipt of TxDOT's comments. The Owner's failure to timely respond to any modified Plans submitted by the Design -Build Contractor pursuant to this paragraph shall be deemedthe Owner's approval of same. If the Owner fails to timely prepare modified Plans whie# ale its responsibility hereunder, then the Design -Build Contractor shall have the right to Todify the Plans for the Owner's approval as if the Design -Build Contractor had origina4 prepared the Plans. The Design -Build Contractor shall be responsible for providing. Plaids to and obtaining comments on and approval of the Plans from the Developer. Approval of the Plans by the Design -Build Contractor shall be deemed to be Developer approval of the Plans. The process set forth in this paragraph will be repeated until the Owner, the Developer, the Design -Build Contractor and TxDOT have all approved this Agreement and accepted the Plans. (b) (b) The parties hereto acknowledge and agree that TxDOT's review, comments, and/or approval of a Utility Assembly or any component thereof is solely for the purpose of ascertaining matters of particular concern to TxDOT, and TxDOT has, and by its review, comments and/or approval of such Utility Assembly or any component thereof, undertakes no duty to review the Utility Assembly or its components for their quality or for the adequacy of adjusted utility facilities (as designed) for the purposes for which they are intended to be used or for compliance with law or applicable standards (other than TxDOT requirements). Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 4 of 22 Rev.4/10/10 3. Design and Construction Standards. All design and construction performed for the Adjustment work which is the subject of this Agreement shall comply with and conform to the following: (c) (a) All applicable local and state laws, regulations, decrees, ordinances and policies, including the UAR, the Utility Manual issued by TxDOT (to the extent its requirements are mandatory for the Adjustment necessitated by the Facility, as communicated to the Owner by the Developer, the Design -Build Contractor or TxDOT), the requirements of the CDA, and the policies of TxDOT; (d) (b) All Federal laws, regulations, decrees, ordinances and policies applicable to projects receiving Federal funding, financing and/or credit assistance (including without limitation 23 CFR 645 Subparts A and B, incorporated herein by this reference); (e) (c) The terms of all governmental permits or other approv s well as any private approvals of third parties necessary for such work; and (f) (d) The standard specifications, standards of practice, and construction methods (collectively, "standards") which the Owner customatily applies to utility facilities comparable to the Owner Utilities that are constructed by the Owner or for the Owner by its contractors at the Owner's expense, and which the Owner has submitj&d, to the Design -Build Contractor in writing. (g) (e) Exhibits for this Agreement, any U ;\; final plans, and as -built di,awings shall be provided in a format that can be reproduce black and white format as per City standard. Drawings should include a ;ed bted to that sc le. Street names are to be included on all exhibits. Such design and construction also shal$ be consisten a . compa ' blc ith (i) the current design and construction of the Facility, (ii). the "Ultimate figuration" .r the Facility, and (iii) any other utilities being installed in the same vicinity. upon delivery, the Owner shall acknowledge receipt from the Design -Build Contractor of Facility plans and Ultimate Configuration documents as necessary to comply with the foregoing. In case of any inconsistency among any of the standards referenced in , r . • greement, the most stringent standard shall apply. 4. Responsibility for Cos " ystmettt Worrk. With the exception of any Betterment (hereinafter defined), the pa "i., shall allocate the cost of any Adjustment between themselves as identified in nis <, _ !a eement or 111;_• • in accordance with § 203.092, Texas Transportation Code. An allocation o, .c , t<i ay be • ined by application of an Eligibility Ratio, if appropriate, as detailed in t Agre tt ;its ,e U • . TxDOT shall have no liability to the Owner for any such costs. The tt,, n iz.rp s 1 acknowledges that it shall be entitled to compensation only Design-ontractor for any Adjustment costs for the Owner Utilities covered by s Agreement, inch ding costs with respect to real property interests (either acquired or elinquis c , , cd s s fically acknowledges that it shall not be entitled to compensation or es ;s i'c) c T • W IT or the State of Texas. 5. Construction b 3 • Design -Build Contractor. (h)e Owner hereby requests that the Design -Build Contractor perform the tion necessary to adjust the Owner Utilities and the Design -Build Contractor hereby agrees to perform such construction. All construction work hereunder shall be performed in a good and workmanlike manner, and in accordance with the Plans (except as modified pursuant to Paragraph 16). (i) (b) The Design -Build Contractor shall retain such contractor or contractors as are necessary to adjust the Owner Utilities, in accordance with the CDA. Any contractor(s) retained by the Design -Build Contractor must come from the Owner's current prequalification list and meet the Owner's contractor pre -qualification requirements appropriate for the work the contractor(s) will perform. Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 5 of 22 Rev.4/10/10 (j) (c) The Design -Build Contractor shall obtain all permits necessary for the construction to be performed by the Design -Build Contractor hereunder, and the Owner shall cooperate in that process as needed. (k) (1) (d) Design -Build Contractor shall require that any Contractor that performs work on the Adjustment of Owner's Utilities under a subcontract with Design -Build Contractor furnish a payment and performance bond in the names of the Design -Build Contractor and Owner for one hundred percent (100%) of the contract price of the infrastructure, and a maintenance bond in the name of the City for one hundred percent (100%) of the contract price of the infrastructure for a period of two (2) years insuring the maintenance and repair of the constructed infrastructure during the term of the maintenance bond. All bonds to be furnished before work is commenced and to, meet the requirements of Chapter 2253, Texas Government Code. (m) (n) (e) Design -Build Contractor shall require the contracok(ts). it Ares to perform the construction work contemplated herein to provide insurance'M/ to or in excess of the amounts noted in Exhibit D "Insurance Requirements". The Oi ner shall tie named as additional insured on all insurance requirld, by said documents and/same will be evidenced on the ACORD Certificate of Insurance supplied by the contractor's insurance provider, a copy of which shall be providort to Owner. 6. Reimbursement of Owner's Indirect Coto. (o) (a) Design -Build Contractor agrees to ryuburse the Owner its indirect costs (e.g., engineering, inspection, testing, ROB!) as identified in this Agreement or UAAA. When requested by the Owner,, monthly `progress payments will be made. The monthly payment will not exceed $Qbt'a= of the ess+itnated indirect work done to date. Once the indirect work is complete, final( payment' of the eligible indirect costs will be made. Intermediate payments shall note be construedas final payment for any items included in the intermediate payment. (p) (b) Unless of act, Itek India d in this Agreement or any UAAA, the Owner's indirect costs assocwit a.; tment of the Owner Utilities shall be developed purs e metho. ,,h., ed a '. scribed below [check only one box]: direct costs accumulated in accordance with (i) a work c;u procedure prescribed by the applicable Federal or State body, or (ii) established accounting procedure developed by the and which the Owner uses in its regular operations or, (2) The agreed sum of $ ("Agreed Sum") as supported by the analysis of the Owner's estimated costs attached hereto as part of this Agreement or UAAA. (q) (c) All indirect costs charged to the Design -Build Contractor by the Owner shall be reasonable and shall be computed using rates and schedules not exceeding those applicable to similar work performed by or for the Owner at the Owner's expense. Design -Build Contractor's performance of the Adjustment work hereunder and payment of the Design -Build Contractor's share of the Owner's costs pursuant to this Agreement, if applicable, shall be full compensation to the Owner for all costs incurred by the Owner in Adjusting the Owner Utilities (including without limitation costs of relinquishing and/or acquiring right of way), and TxDOT shall have no liability to the Owner for any such costs. (r) (d) Eligible Owner indirect costs shall include only those authorized under 23 C.F.R. Part 645, Subpart A. The Owner agrees that costs referenced in 23 C.F.R. Section Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 6 of 22 Rev.4/10/10 645.117(d)(2) are not eligible for reimbursement. These regulations can be found at: httn://www.access.gpo.gov/nara/cfr/waisidx 04/23cfr645 04 .html 7. Advancement of Funds by Owner for Construction Costs. This Agreement or any UAAA shall identify all estimated engineering and construction -related costs, including labor, material, equipment and other miscellaneous construction items. This Agreement or any UAAA shall also identify the Owner's and Design -Build Contractor's respective shares of the estimated costs. (s) (a) Advancement of Owner's Share, if any, of Estimated Costs Exhibit C shall identify all estimated engineering and construction -related costs, including labor, material, equipment and other miscellaneous; construction items. Exhibit C shall also identify the Owner's and Design -Build Contratatcr's respective shares of the estimated costs. The Owner shall advance to the Design -Build Contractor itS,.ailocatitti share, if any, of the estimated costs for construction and engineering work to be performed by Defiign-Build Contractor, in accordance with the following)erms: The adjustment of the Owner's Utilities does not require advancement of funds. ❑ The adjustment of the Owne the terms agreed to betw below. equire advancement of funds and ntra c and Owner are listed [Insert terms of advance ndin. tc be a<;r.'d between Design -Build Contractor and Owner.] (t) (b) Adjustment Based [Check the one appropriate p meat of funds is required]: ❑ The Owner is responsicle fo share of the Design -Build Contractor's actual cost for the Adjustment,ipeludi t• the identified Betterment. Accordingly, upon completion 'R all Ad3pstni nt work to be performed by both parties pursuant to this Agreement, (i) the OWner shall pay to the Design -Build Contractor the amount, if any, 6y which the actual cost of the Betterment (as determined in Paragraph 9(h)) plus.the actual cost of Owner's share of the Adjustment (based on, the alfocation set forth in Exhibit A) exceeds the estimated cost advanced by the OWner, or (ii) the Design -Build Contractor shall refund to the Owner the amopnt, if any, by which such advance exceeds such actual cost, as applicable. The Agreed Sum is the agreed and final amount due for the Adjustment, including any Betterment, under this Agreement. Accordingly, no adjustment (either up or down) of such amount shall be made based on actual costs. 8. Invoices. Each invoice submitted by the Owner shall be prepared in the form and manner prescribedby 23 C.FR. Part 645, Subpart A. On invoices prepared by either the Owner or the Design -Build Contractor, all costs developed using the "Actual Cost" method shall be itemized in a format allowing for comparisons to the approved Estimates, including listing each of the services performed, the amount of time spent and the date on which the service was performed. The original and three (3) copies of each invoice, together with (1) such supporting information to substantiate all invoices as reasonably requested, and (2) such waivers and releases of liens as the other party may reasonably require, shall be submitted to the other party at the address for notices stated in Paragraph 22, unless otherwise directed pursuant to Paragraph 22. The Owner and the Design -Build Contractor shall make commercially reasonable efforts to submit final invoices not later than one hundred twenty (120) days after completion of work. The Owner and the Design- Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 7 of 22 Rev.4/10/10 Build Contractor hereby acknowledge and agree that any costs not submitted to the other party within eighteen months following completion of all Adjustment work to be performed by the parties pursuant to this Agreement shall be deemed to have been abandoned and waived. 9. Betterment and Salvage. (u) (a) For purposes of this Agreement, the term "Betterment" means any upgrading of an Owner Utility being adjusted that is not attributable to the construction of the Facility and is made solely for the benefit of and at the election of the Owner, including but not limited to an increase in the capacity, capability, efficiency or function of the adjusted Utility over that provided by the existing Utility facility or an expansion of the existing Utility facility; provided, however, that the following are not coijsjdered Betterments: (i) any upgrading which is required for accommodatiptt of the Facility; (ii) replacement devices or materials that are of equkialent standards although not identical; (iii) replacement of devices or materials, no longer regularly' ufaptdd with the AP next highest grade or size; (iv) any upgrading required by applieabi'w1aws, regulations o- Ofdinances; (v) replacement devices o ' at-terials wh}Lh, are used f i reasons of economy (e.g., non -stocked items may b - it economical to purchase); (vi) any upgrading r requirements of Par change orders approve existing or proposed fra Facility. Owner's written "standards" meeting the esign-Build Contractor to avoid conflicts with lities, storm drainage or other features of the Any upgrading required by the Owner's written "standards" meeting the requirements of Paragraph 3(d) shall be deemed to be of direct benefit to the Facility. Any replacement devices or materials used for reasons of economy shall be pre -approved by Owner. (11111€ ) It is, understood and agreed that neither the Developer nor the Design -Build ontractor'shall pay for any Betterments and that the Owner shall be solely responsible therefor. Ne Betterment may be performed hereunder which is incompatible with the Facility or the Ultimate Configuration or which cannot be performed within the other constraints of applicable law, any applicable governmental approvals, and the requirements imposed on the Developer by the CDA, including without limitation the scheduling requirements thereunder. Accordingly, the parties to this Agreement or any UAAA agree to check the box that applies on this Agreement or UAAA: The Adjustment of the Owner Utilities pursuant to the Exhibit C Plans does not include any Betterment. ❑ The Adjustment of the Owner Utilities pursuant to the Plans includes Betterment to the Owner Utilities by reason of [insert explanation, e.g. "replacing 12" pipe with 24" pipe]: . The Design -Build Contractor has provided to the Owner comparative estimates for (i) all work to be performed by the Design -Build Contractor pursuant to this Agreement, including work attributable to the Betterment, and (ii) the cost to perform such work without the Betterment, which Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 8 of 22 Rev.4/10/10 estimates are hereby approved by the Owner. The estimated cost of the Design - Build Contractor's work hereunder which is attributable to Betterment is $ calculated by subtracting (ii) from (i). The percentage of the total cost of the Design -Build Contractor's work hereunder which is attributable to Betterment is %, calculated by subtracting (ii) from (i), which remainder is divided by (i). (w) (c) If Paragraph 9(b) identifies Betterment, the Owner shall advance to the Design - Build Contractor, at least fourteen (14) business days prior to the date scheduled for commencement of construction for Adjustment of the Owner Utilities, the estimated cost attributable to Betterment as set forth in Paragraph 9(b). Should the Owner fail to advance payment to the Design -Build Contractor fourteen (14)'business days prior to commencement of the Adjustment construction, the Design�iil'd Contractor shall have the option of commencing and completing (without delay,)rtlte; Adjustment work without installation of the applicable Betterment. [If Paragraph<'Q ih.) identifiest Betterment, check the one appropriate provision]: ❑ The estimated cost stated in Paragraph 9(b) is the agreeji and final amount due for Betterment hereunder, and accor4ingly no adjustmenf`(teither ttp or down) of such amount shall be made based on aetnal- costs. ❑ The Owner is responsible for the Design-BiI1d Contractor's actual cost for the identified Betterment. Adeordingly, Upon compliatior9.4 all Adjustment work to be performed by both patties pursuant to this Agr ent, (i) the Owner shall pay to the Design -Build, Contractor the,amount, if any, by which the actual cost of the Betterment (determined as provided below in this paragraph) exceeds the estimated cost advanced by the comer, or (ii) the Design -Build Contractor shall refund to the Owner the°.arnount,\ifany, by which such advance exceeds such actual cost, as applicable. Any additional payment by the Owner shall be due within sixty(60) calendar days after the Owner's receipt of the Design -Build Contractor's invoice therefor, together with supporting documentation; any refund shall` be due within sixty (60) calendar days after completion of the Adjustment work hereunder. The actual cost of Betterment incurred by the Desigrr-Build Contractor shall be calculated by multiplying (i) the Betterment percentage stated in Paragraph 9(b), by (ii) the actual cost of all work performed by the Design -Mild Contractor pursuant to this Agreement (including work attiibtable to the Betterment), as invoiced by the Design -Build Contractor to the Ovitter. (d). If Paragraph 9(b) identifies Betterment, the amount of Betterment in Owner's indirect costs shall be determined by applying the percentage of the Betterment calculated in Paragraph 9(b). The Owner's invoice to the Design -Build Contractor for the Design - Build Contractor's share of the Owner's indirect costs shall credit the Design -Build Contractor with any Betterment amount determined pursuant to this Paragraph 9(d). (y) (e) For any Adjustment from which the Owner recovers any materials and/or parts and retains or sells the same, after application of any applicable Betterment credit, the Owner's invoice to the Design -Build Contractor for its costs shall credit the Design -Build Contractor with the salvage value for such materials and/or parts, determined in accordance with 23 C.F.R. Section 645.1050). (z) (f) The determinations and calculations of Betterment described in this Paragraph 9 shall exclude right of way acquisition costs. Betterment in connection with right-of-way acquisition is addressed in Paragraph 15. Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 9 of 22 Rev.4/10/10 10. Management of the Adiustment Work. The Design -Build Contractor will provide project management during the Adjustment of the Owner Utilities. 11. Utility Investigations. At the Design -Build Contractor's request, the Owner shall assist the Design -Build Contractor in horizontally locating any Utilities (including appurtenances) which are owned and/or operated by Owner and may be impacted by the Facility. Without limiting the generality of the foregoing, in order to help assure that neither the adjusted Owner Utilities nor existing, unadjusted utilities owned or operated by the Owner are damaged during construction of the Facility, the Owner shall mark in the field the location of all such utilities horizontally on the ground in advance of Facility construction in the immediate area of such utilities. 12. Insnection and Acceptance by the Owner. (aa) (a) Throughout the Adjustment construction hereunder, the Owner shall provide adequate inspection of such construction. The work milt be inspector by the Owner's inspector(s) at least once each working day, and more" often if such inspections are necessary for prudent installation. The Design -Build Contragctof will comply with the Owner's standard advance notice timeframe of forty-eight hours, prior to the requested inspection. Further, upon request by the Deign -Build Contractoror its eOntractors, the Owner shall furnish an inspector at any r8isonable time in whi h construction is underway pursuant to this Agreement, including occasions when construction is underway in excess of the usual forty (40) ,hour work week and(at such other times as reasonably required. The Owner/agrees to pr omptly notify th@ Design -Build Contractor of any concerns resulting from hwy such inspection. (bb) (b) The Owner shall perfor ii as final, inspection of the adjusted Owner Utilities, including conducting any tests, as ate• necessary or appropriate, within ten (10) business days after completion of construction) hereunder. The Owner shall accept such construction if it is consistent with the performance standards described in Paragraph 3, by giving written notice of sneh acceptance to. the Design -Build Contractor within said ten (10) day period If the Owner does,not accept the construction, then the Owner shall, not later than the expiration of said fen (10) day period, notify the Design -Build Contractor in writing of its grounds for non -acceptance and suggestions for correcting the problems, and if the suggested corrections are justified, the Design -Build Contractor will comply. The Owner shall re -inspect any revised construction (and re -test if appropriate) and give notice of ae Lance, not later than ten (10) business days after completion of corrective work. (et) (c) From and after the Owner's acceptance of an adjusted Owner Utility, the Owner agrees to accept ownership, full operation, and general maintenance responsibility (except for repairs or maintenance required due to a latent defect in the work performed by Design, -Build Contractor) for such Owner Utility; provided, however, that repairs or modifications to the accepted Owner Utility required for final completion of the paving, including sidewalks and any appurtenances shall remain the responsibility of the Design - Build Contractor. Upon notice to and inspection by the Owner that the final paving has been completed, Owner shall inspect and, if acceptable, finally accept the adjusted Owner Utilities. The maintenance bond time period (as provided pursuant to Sec. 5 (d), above) shall begin upon Owner's first acceptance of the adjusted Owner Utility. 13. Design Changes. The Design -Build Contractor will be responsible for additional Adjustment design and the Design -Build Contractor will be responsible for additional construction costs necessitated by design changes to the Facility, upon the terms specified herein. 14. Field Modifications. The Design -Build Contractor shall provide the Owner and the Developer with documentation of any field modifications, including Utility Adjustment Field Modifications Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 10 of 22 Rev.4/10/10 as well as minor changes described in Paragraph 16(b), occurring in the Adjustment of the Owner Utilities. 15. Real Property Interests. (dd) (a) Upon request, the Owner will endeavor to provide to Design -Build Contractor documents showing Owner's ownership of the Real Property. Design -Build Contractor shall procure documentation acceptable to TxDOT indicating any right, title or interest in real property claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to TxDOT's approval as part of its review of the Developer and Design -Build Contractor Utility Assembly as described in Paragraph 2. Claims approved by TxDOT as to rights or interests are referrud4 to herein as "Existing Interests" (ee) (b) If acquisition of any new easement or other interest in real . property ("New Interest") is necessary for the Adjustment of any Ownerttilities, thentite Owner shall be responsible for undertaking such acquisition. Design-Buil' Contraotior may assist Owner with New Interest acquisitions if requested by Owner. The Own shall impletnent each acquisition hereunder expeditiously so that related Adjustment'epnstructionean proceed in accordance with the Developer's and the D sign -Build Contractoes,Fapitity schedules. The Design -Build Contractor shall be responsible' for its share (as specitled in Paragraph 4) of the actual and reasonable acquisition, costs! of any such New Interest (including without limitation the Owner's reasonable mstchead charges and reasonable legal costs as well as compensation paid to the landowner), exCl4ling.. any costs attributable to Betterment as described in Paragraph 15(c), 4nd subject tin' the provisions of Paragraph 15(e); provided, however,, that all` aequisipeni costs shall be subject to the Design -Build Contractor's prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable law. (ff) (c) The Design -Build Contractor shall pay its share only for a replacement in kind of an Existing Interest (e.g., in width and type), unless a New Interest exceeding such standard (i) is required in, order, to accommodate the Facility or by compliance with applicable law, or (ii), is cal'1'ed. for by the Design -Build Contractor in the interest of overa 311 Facility projeet ,economy. Any New Interest which is not the Design -Build Contractor's responsibility:, pursuant to the preceding sentence shall be considered a Betterni nt to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment, costs shall be solely the Owner's responsibility. (gg) (d) For, each Existing Interest located within the final Facility right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location. Or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Design -Build Contractor shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the Design - Build Contractor shall reimburse the Owner for the Design -Build Contractor's share of the Owner's actual and reasonable acquisition costs in accordance with Paragraph 15(c); or Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 11 of 22 Rev.4/10/10 (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the Design -Build Contractor shall compensate the Owner for the Design -Build Contractor's share of the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the Design -Build Contractor and supported by a written valuation. The compensation provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the Developer, the Design -Build Contractor or TxDOT on account of such Existing Interest or New Interest(s). (hh) (e) The Owner shall execute a Utility Joint Use Acknowledgment (ROW-U-JUAA) for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its re<*iew of the Utility Assembly as described in Paragraph 2. 16. Amendments and Modifications. This Agreement may be amended! or modified only by a written instrument executed by the parties hereto;. in accordance wi lil Paragraph 16(a) or Paragraph 16(b) below. (ii) (a) Except as otherwise provided in Paragraph 16(b), any amendment or modification to this Agreement or the Plans attached, hereto shale be implemented by a Utility Adjustment Agreement Amendment (° UAAA" ): in? the dorm of Exhibit B hereto (TxDOT-CDA-U-35A-DM). The: UAAA form can be used for a new scope of work with concurrence of the Developer, tho,Design-Build Contractor and TxDOT as long as the Design and Construction responsibilities have not changed. Each UAAA is subject to the review and approval of TxDOT, prior to its becoming effective for any purpose and prior to any work being initiated thereunder. The Owner agrees to keep and track costs for each UAAA separately from other work being performed. (jj) (b) For purposes, of this Paragraph, 16(b), "Utility Adjustment Field Modification" shall mean any horizontal) or verti eal design change from the Plans included in a Utility Assembly previously approved by; TxDOT, due either to design of the Facility or to conditions not accurately; reflected! in the approved Utility Assembly (e.g., shifting the alignment of an 8 in. wafer- line to miss a modified or new roadway drainage structure). A Utility Adjustment Field Modification agreed upon by the Developer, the Design -Build Contractor and the Owner does not require a UAAA, provided that the modified Plans have been submitted to TxDOT for its review and comment. A minor change (e.g., an additional water valve, an added utility marker at a ROW line, a change in vertical bend, etc.) will not considered a Utility Adjustment Field Modification and will not require a UAAA, but shall be shown in the documentation required pursuant to Paragraph 14. 17. Relationship of the Parties. (kk) (a) 'Although some of the duties described in this Agreement are assigned specifically to either the Developer or the Design -Build Contractor, the obligation under this Agreement to design and construct the Facility at the Developer's or Design -Build Contractor's expense, including the Adjustment, is jointly shared by the Developer and the Design -Build Contractor. To the extent Design -Build Contractor fails to perform an express duty or obligation of this Agreement, the Developer is authorized and obligated to provide such performance. Nothing in this Paragraph 17(a) however, alters or shall be construed in any way to alter the obligations, responsibilities, benefits, rights, remedies, and claims between Developer and the Design -Build Contractor under the Design -Build Contract to perform and pay for the Adjustment. Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 12 of 22 Rev.4/10/10 (11) (b) Except as provided in Paragraph 17(a) above, this Agreement does not in any way, and shall not be construed to, create a principal/agent or joint venture relationship between the Owner and the other parties hereto and under no circumstances shall the Owner, the Design -Build Contractor or the Developer be considered as or represent itself to be an agent of another. (mm) (c) Neither this Agreement nor the Design -Build Contract alters, or shall be construed in any way to alter the obligations, responsibilities, benefits, rights, remedies, and claims between the Developer and TxDOT under the CDA to design and construct the Facility, including the Adjustment. 18. Entire Agreement. This Agreement embodies the entire agreement between the parties and there are no oral or written agreements between the parties or any resentations made which are not expressly set forth herein. 19. Assignment; Binding Effect; TxDOT as Third Party BenefitiH r Norte of the Owner, the Developer or the Design -Build Contractor may assign any of its tihht6 or delegate any of its duties under this Agreement without the prior written consent of the otliop parties and of TxDOT, which consent may not be unreasonably withheldt or delayed; provic belt, however, that the Developer and the Design -Builder may assign any of\their rights and/or &legate any of their duties to TxDOT or to any other entity engaged, by, TxDb1V to fulfill the D veloper's obligations under the CDA, at any time without the pripnf consent of the Owner , butter providing notice to the Owner. This Agreement shall bind the Owner, the Developer, the Design -Build Contractor and their successors and permitted assighst and nokhing, in this Agreement nor in any approval subsequently provided by any party hereto shall be construed as giving any benefits, rights, remedies, or claims to any other pO,psor4 firm, covoration or other entity, including, without limitation, any contractor or other pa6 retained for the Adjustment work or the public in general; provided, however, that the Owner, thb Developer and the Design -Build Contractor agree that although TxDOT is not a party to this, Agreement, TxDOT is intended to be a third -party beneficiary to this Agreement. 20. Breach by th Parties.. (nn) (a) If the Owner claims that the Developer or the Design -Build Contractor has breached any of its obligations under this Agreement (the "Defaulting Party"), the Owner will notify the Developer, the Design -Build Contractor and TxDOT in writing of such breach; and the Defaulting Party shall have 30 days following receipt of such notice in which to- cure` such breach, before the Owner may invoke any remedies which may be available ;to it as a result of such breach; provided, however, that both during and after such period TxDOT shall have the right, but not the obligation, to cure any breach by the Defaulting Party. Without limiting the generality of the foregoing, (a) TxDOT shall have no liability to the Owner for any act or omission committed by the Defaulting Party in connection with this Agreement, including without limitation any reimbursement owed to the Owner hereunder and any claimed defect in any design or construction work supplied by the Developer, the Design -Build Contractor or by its contractors, and (b) in no event shall TxDOT be responsible for any repairs or maintenance to the Owner Utilities Adjusted pursuant to this Agreement. (oo) (b) If the Developer or the Design -Build Contractor claims that the Owner has breached any of its obligations under this Agreement, the Developer or the Design -Build Contractor will notify the Owner and TxDOT in writing of such breach, and the Owner shall have 30 days following receipt of such notice in which to cure such breach, before Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 13 of 22 Rev.4/10/10 the Developer or the Design -Build Contractor may invoke any remedies which may be available to it as a result of such breach. 21. Traffic Control. The Design -Build Contractor shall provide traffic control or shall reimburse the Owner for the Design -Build Contractor's share (if any, as specified in Paragraph 4) of the costs for traffic control made necessary by the Adjustment work performed by either the Design -Build Contractor or the Owner pursuant to this Agreement, in compliance with the requirements of the Texas Manual on Uniform Traffic Control Devices. Betterment percentages calculated in Paragraph 9 shall also apply to traffic control costs. 22. Notices. Except as otherwise expressly provided in this Agreement, all notices or communications pursuant to this Agreement shall be sent or delivered to the following: The Owner: The Developer: The Design -Build Contract City of Fort Worth Attn: John R. Kasavich, P.E. Water Department 1000 Throckmorton St.. Fort Worth, TX 76102 \`. Phone: 817=392-8'4'8 0. Fax: 817-392-8195 NTE Mobility Partners LLC 9001 Airport Freeway, Suite 600 NorthRichland'lrllls, TX 76180 Pho Si710-05,00 Fax7-7(Q1-0509 Bluebonnet Contractors, LLC 6851 N. E. Loop 820 Suite 102 North Richland Hills, Tx 76180 Phone: 817-510-3557 Fax: 817-510-3691 A party sending a notice of default of this Agreement to another party shall also send a copy of such notice to TxDOT and the CDA Utility Manager at the following addresses: TxDOT: TxDOT Department of Transportation Attention: TTA Right of Way 125 E. 11 rr' Street Austin, Texas 78701-2483 Phone: (512) 936-0980 CDA Utility Manager: Atkins Global Attention: Michael Crain North Texas CDA Project Office 3301 W. Airport Freeway Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 14 of 22 Rev.4/10/10 Bedford, Texas 76021 Phone: (817) 508-7602 Any notice or demand required herein shall be given (a) personally, (b) by certified or registered mail, postage prepaid, return receipt requested, or (c) by reliable messenger or overnight courier to the appropriate address set forth above. Any notice served personally shall be deemed delivered upon receipt, and any notice served by certified or registered mail or by reliable messenger or overnight courier shall be deemed delivered on the date of receipt as shown on the addressee's registry or certification of receipt or on the date receipt is refused as shown on the records or manifest of the U.S. Postal Service or such courier. Routine. Communication between the Parties may be transmitted via electronic means. Copies of, fartnal documents may be transmitted electronically, but shall be for courtesy purposes, only. Any party may from time to time designate any other address for this purpose by written notice to all other. parties; TxDOT may designate another address by written notice to all parties. 23. Anprovals. Any acceptance, approval, or any other like action (collectively "Approval") required or permitted to be given by either the Developer, the Desigri-i; ii1d Contractor, the Owner or TxDOT pursuant to this Agreement: (pp) (a) Must be in writing to be effeetive (evetpt if dderned grantetli pursuant hereto), (qq) (b) Shall not be unreasonab , withheld off' delayed; and Approval is withheld, such withholding shall be in writing aridshall state with specificity the reason for withholding such Approval, and everreffort shall be: made to identify with as much detail as possible what changes are required 11 i pproval; and (rr) (c) Except for approvals b ; TxDQT, and except as may be specifically provided otherwise in this Agreement, shall; be deemed granted if no response is provided to the party requesting an Approval within the time period prescribed by this Agreement (or if no time period is prescribed, then fourteen (14) business days), commencing upon actual receipt by the party from which an Approval is requested or required, of a request for Approval from the requesting party. All requests for Approval shall be sent out by the requesting party to the other party in accordance with Paragraph 22. 24. ' Time. (ss) Time is of the essence in the performance of this Agreement. (tt) (b) All references to "days" herein shall be construed to refer to calendar days, unless otherwise stated. (uu) (c) No party shall be liable to another party for any delay in performance under this Agreement from any cause beyond its control and without its fault or negligence ("Force Majeure"), such as acts of God, acts of civil or military authority, fire, earthquake, strike, unusually severe weather, floods or power blackouts. 25. Continuing Performance. In the event of a dispute, the Owner, the Developer and the Design - Build Contractor agree to continue their respective performance hereunder to the extent feasible in light of the dispute, including paying billings, and such continuation of efforts and payment of billings shall not be construed as a waiver of any legal right. Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 15 of 22 Rev.4/10/10 26. Equitable Relief. The Developer, the Design -Build Contractor and the Owner acknowledge and agree that delays in Adjustment of the Owner Utilities will impact the public convenience, safety and welfare, and that (without limiting the parties' remedies hereunder) monetary damages would be inadequate to compensate for delays in the construction of the Facility. Consequently, the parties hereto (and TxDOT as well, as a third party beneficiary) shall be entitled to specific performance or other equitable relief in the event of any breach of this Agreement which threatens to delay construction of the Facility; provided, however, that the fact that specific performance or other equitable relief may be granted shall not prejudice any claims for payment or otherwise related to perfoiinance of the Adjustment work hereunder. 27. Authority. The Owner, the Developer and the Design -Build Contractor each represents and warrants to the other parties that the warranting party possesses the legal authority to enter into this Agreement and that it has taken all actions necessary to exercise that authority and to lawfully authorize its undersigned signatory to execute this Agreement and to, hind such party to its terms. Each person executing this Agreement on behalf of a party warrants that he or she is duly authorized to enter into this Agreement on behalf of such party and to bind it to/theterms hereof. 28. Cooperation. The parties acknowledge that the timely completion of the Facility will be influenced by the ability of the Owner (and its contractors), the Developer and'the Design -Build Contractor to coordinate their activities, communicate with each other, and respond promptly to reasonable requests. Subject to the tents, and conditions of this Agreement, the Owner, the Developer and the Design -Builder agree to take all steps reasonabi required to coordinate their respective duties hereunder in a manner consistent with the Developer's and the Design -Build Contractor's current and future construction schedules for the Facility. 29. Termination. If the Facility projectis canceled or modified so as to eliminate the necessity of the Adjustment work defieribed herein,, then, the Developer shall notify the Owner and Design - Build Contractor in Writing, and the Developer reserves the right to thereupon terminate this Agreement. Upon such termination, the'parties shall negotiate in good faith an amendment that shall provide mutually acceptable temps and conditions for handling the respective rights and liabilities of the parties relating to such termination. 30. Nondiscrimination. Each party hereto agrees, with respect to the work performed by such party pursuant to this Agreement, thatsuch party shall not discriminate on the grounds of race, color, sex, national oright or disability in the selection and/or retention of contractors and consultants, including procurement of materials and leases of equipment. 31. Applieable L' aka. JuriViction and Venue. This Agreement shall be governed by the laws of the State of Texas, without regard to the conflict of laws principles thereof. Venue for any action brought to enforce this Agreement or relating to the relationship between any of the parties shall be the District Court of Travis County, Texas or the United States District Court for the Western District of Texas (Austin), or other venue as approved by the parties. 32. Waiver of Consequential Damnes. No party hereto shall be liable to any other party to this Agreement, whether in contract, tort, equity, or otherwise (including negligence, warranty, indemnity, strict liability, or otherwise,) for any punitive, exemplary, special, indirect, incidental, or consequential damages, including, without limitation, loss of profits or revenues, loss of use, claims of customers, or loss of business opportunity. Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 16 of 22 Rev.4/10/10 33. Captions. The captions and headings of the various paragraphs of this Agreement are for convenience and identification only, and shall not be deemed to limit or define the content of their respective paragraphs. 34. Counterparts. This Agreement may be executed in any number of counterparts. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute one and the same instrument. 35. Effective Date. Except for the provisions of Paragraph 2(a) (which shall become effective immediately upon execution of this Agreement by the Owner, the Developer and the Design - Build Contractor without regard to TxDOT's signature), this Agreement shall become effective upon the later of (a) the date of signing by the last party (either the OAvner, the Developer or the Design -Build Contractor) signing this Agreement, and (b) the Slate; of TxDOT's approval as indicated by the signature of TxDOT's representative, below. This Master Agreement and initial Adjustment is effective as of the last date wfitttn below. APPROVED BY: DESIGN -BUILD CONTRACTOR DE Bluebonnet Contractors, LLC By: Duly Authorized Representative '"F Printed Name: Printed Name; Title: ;Pie: Date: Date: TEXAS DEPARTMENT OF OWNER TRANSPORTATION City of Fort Worth LLC 44571y Authorized Representative By: Printed Name: Title: Date: Authorized Signature By: Duly Authorized Representative Printed Name: Title: Date: Recommended For Approval By: Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 17 of 22 Rev.4/10/10 ATTEST: Marty Hendrix City Secretary M&C No. Date: Name: Title: Approved as to Form and Legality: Douglas W. Black Assistant City Attorney Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 18 of 22 Rev.4/10/10 County: ROW CSJ No.: Const. CSJ No. Highway: Limits: EXHIBIT A PROJECT OVERVIEW TARRANT 0008-14-093 :0008-14-059 IH 820 From IH35Wto Southwestern Railroad (DART) Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 19 of 22 Rev.4/10/10 EXHIBIT B County: ROW CSJ No.: Const. CSJ No.: Highway: Limits: TARRANT 0008-14-093 0008-14-059 IH 820 From IH 35W to Southwestern Railroad (DART) UTILITY ADJUSTMENT AGREEMENT AMENDMINT FORM. (TxDOT-CDA-U-35A-DM) Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 20 of 22 Rev.4/10/10 County: ROW CSJ No.: Const. CSJ No.: Highway: Limits: TARRANT 0008-14-093 0008-14-059 IH 820 From IH 35W to Southwestern Railroad (DART) EXHIBIT C CONFLICT 89 PLANS, SPECIFICATIONS, COST ESTIMATES AND ALLOCATION Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 21 of 22 Rev.4/10/10 TARRANT 0008-14-093 : 0008-14-059 IH 820 From IH 35W to Southwestern Railroad (DART) County: ROW CSJ No.: Const. CSJ No. Highway: Limits: EXHIBIT D INSURANCE REQUIREMENTS Texas Department of Transportation Form TxDOT-CDA-U-35-DM-NTE Page 22 of 22 Rev.4/10/10 City of Fort Worth Assembly Developer Managed Assembly Number: 820-U-0506-0003 North Tarrant Express (NTEI — Seement West December 7, 2011 Facilities Conflict ID ➢ Existing wastewater line crossing IH 820 at NTE Utility BL STA 830+10 (91) Bluebonnet Contractors, LLC is submitting the attached Utility Assembly in compliance with the CDA to adjust an existing 48" wastewater line crossing IH 820 within the NTE project corridor at NTE Utility BL STA 830+10. The line is in conflict with the North Tarrant Express Project and is to be adjusted in compliance with TxDOT's Utility Accommodation Rules (UAR). The adjustment will include installation of approximately 403 LF of 48" wastewater pipe with approximately 349 LF of 66" steel encasement crossing IH 820 at NTE Utility BL STA 830+03. The total estimated cost to replace this facility is $658,024.89. The final cost will be determined according to actual accumulated costs. The relocation is 100% compensable for the City of Ft. Worth. There are no betterments or salvage values associated with this utility adjustment. This 'Developer Managed' Assembly consists of thirteen components as required by the CDA (Assembly Summary, Utility Adjustment Agreement Amendment, Plans, Specifications, and Estimates, Affidavit of Property Interests, Statement of Work, Joint Use Acknowledgement, Assembly Checklist, No Conflict Sign -Off Forms, Right of Way Maps, TxDOT Checklist and Approval). LTRA Engineering with Pacheco Koch Engineering prepared the plans which were signed and sealed by Brian O'Neill, P.E on December 1, 2011. NTE Mobility Partners LLC and Bluebonnet Contractors, LLC recommend approval of the Assembly and have acknowledged the Traffic Control Plan as defined in NTE General Notes Construction Notes on sheet 5 of the plans. The SW3P is also addressed in Bluebonnet Contractors General Notes under Environmental Notes on sheet 4 within the plan set. NTE Mobility Partners LLC, Bluebonnet Contractors and the City of Fort Worth have executed the Assembly. Bluebonnet Contractors, LLC and the City of Fort Worth will coordinate and conduct a pre -construction meeting to address NTE Safety and environmental issues prior to performing any adjustment related activities on the project. All safety, traffic control, and environmental issues will be complied with during construction activities in the vicinity of the line to maintain the integrity of the City of Fort Worth's facilities, and protect the traveling public. TxDOT has 10 business days to review and approve the Assembly.