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HomeMy WebLinkAbout064871 - Construction-Related - Contract - Texas Department of Transportation (TxDOT)DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A CSC No. 64871 SOUTH:POINT CONSTRUCTORS Southeast Connector Project DB CONTRACTOR -MANAGED UTILITY ASSEMBLY: SEC-U-0520 Relocation ID Ws: 3103, 3115, 3117 & 3212 City of Fort Worth 200 Texas St. Fort Worth, Texas 76102 (817) 392-8480 South -Point Constructors, a Joint Venture 2050 Roanoke Road, Suite 100 Westlake, Texas 76262 Phone: (682) 362-6000 Texas Departmovir of Transportation OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Project Utility Adjustment Agreement (PUAA) Modifications Acceptance and Recommendation DcYa,l,te,1 U-Number: SEC-U-0520 Texas Department of Transportation Total Estimated Cost: $ 2,764,056.83 Fort Worth District Eligibility Ratio: 100.00% Betterment ratio: 0.00% Scope: Relocation ID # 3103 (Utility ID # 31004): One 8" wastewater line running along the east side of IH820 from approximately BL Station 466+19 to approximately BL Station 467+61. Relocation ID # 3115 (Utility ID #'s 31002 & 31023): One 24" wastewater line running along Berry St. on the west side of IH820 at approximately BL Station 417+00 then turning north and running along the west side of IH820 from approximately BL Station 417+00 to approximately BL Station 419+72. Relocation ID # 3117 (Utility ID # 31003): One 24" wastewater line crossing IH820 at approximately BL Station 419+72. Relocation ID # 3212 (Utility ID # 33007): One 10" wastewater line crossing US287 just west of Village Creek Road at approximately BL Station 350+89. Highway Project: SEC: IH2O, IH820, US287 Utility Owner: City of Fort Worth From Forest Hill Dr to Little Rd on IH2O, Project Limits: From IH2O to Brentwood 0 Utility Coordinator: CSJ Engineering Associates Stair 20, From Sublett Rd to Village Creek Rd on US287 ROW CSJ No. 0008-13-242, Construction CSJ 0008-13-125, 0172-06-098 No. 0172-06-080 Date Received: 11/22/2023 Due Date: 12/07/2023 Document Type: Utility Adjustment Assembly Transmittal: For Approval GEC Reviewer Signatures Date Recommended Yes No GEC Utility Coordinator eo 11/28/2023 ® ❑ GEC Utility Manager X `fig 11/28/2023 ® ❑ The Utility Assembly listed above has been reviewed by the GEC Consultant for compliance GEC Comments: with the Design -Build Agreement & Specifications, Texas Administration Code for Utility Accommodation, and Federal Regulations. Approval and acceptance are recommended. DocoVw*dln: Utility Manager ../�.�;, 4..,crvvw�ei�ur, 12/5/2023 RECOMMENDATION: Date Douglas Fain —TxDOT Utility Project Manager DocuMU,ed Or, Right of Way Project Manager ,& Iva � 12/5/2023 RECOMMENDATION: cerVrc�►ueue Date Bill McCoy— ROW Project Delivery Manager DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A DOCUMENTATION OF REQUIRED INTERNAL APPROVALS U0ew9yned !ry: �ts+m:ar ttc+, Tom Grim I aoau3kn.dtn: C-l�Jbl, �.GM.II�tbU►ktxln. �rzt:ar50"1 Kevin McMinniman DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A PUAA — SEC-U-0520 CSJ: R-0008-13-242, R-0172-06-098; C-008-13-125, C-0172-06-080 PROJECT NAME: Southeast Connector ADDITIONAL ROUTING SIGNATURES CITY OF FORT WORTH Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requn o«us*,oa a,: John R. Kasavich. P.E. /� l litt:lS 11S�Y.11�� Title: Engineering Manager Email: john.kasavich@fortworthtexas.gov ApPP"Al oci-nnnnncNDED: rfRocuftncJur:r` ._ hri ! t%w 4cA$ Chris Harder, P.E. Director Water Department Email: chris.harder@fortworthtexas.gov CONTRACT AUTHORIZATION M&C: N/A Date Approved: N/A Form 1295:N/A APPPn%/cn nc Tn cf1RM AND LEGALITY: Uoeusq O6,: BY: -IV Douglas W. Black Senior Assistant City Attorney Email: douglas.black@fortworthtexas.gov ATTr`"T paM"ER r SIGNATURE: unn� BY: _ �k1k7A!L�NSIEt d °d-° o°�'o OVo o=d Jannette S. Goodall aab nEXPso4' City Secretary Email: Jannette.Goodali@fortworthtexas.gov OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SOUTHOPOINT CONSTRUCTORS Utility Adiustment Agreement Section 1. Transmittal Memo SEC-U-0520 Page 1 of 1 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SOUTH Y POINT CONSTRUCTORS UTILITY ASSEMBLY TRANSMITTAL MEMORANDUM 11/17/2023 Mr. David M. Salazar, Jr., P.E. District Engineer Fort Worth District 2501 S W Loop 820 Fort Worth, Texas 76133 Utility Assembly No.: SEC-U-0520 RE: Transmittal Memo: Utility Adjustment Assembly, SEC-U-0520, City of Fort Worth, Wastewater, CSJ-R-0008-13-242, CSJ-R-0172-06-098; CSJ-C-0008-13-125, CSJ-C-0172-06-080, Limits from Forest Hill Drive to Little Road on IH2O, from IH2O to Brentwood Stair Road on IH820, and from Sublett Road to Village Creek Road on US287. Dear Mr. Salazar, South -Point Constructors, a Joint Venture (South -Point) is submitting this Utility Assembly for the Utility Adjustment Agreement SEC-U-0520, for utilities owned by the City of Fort Worth (Owner) located within the Southeast Connector (Project) corridor that are in conflict with Project improvements and located at the following station limits: Relocation ID # 3103 (Utility ID # 31004): One 8" wastewater line running along the east side of IH820 from approximately BL Station 466+19 to approximately BL Station 467+61. Relocation ID # 3115 (Utility ID #'s 31002 & 31023): One 24" wastewater line running along Berry St. on the west side of IH820 at approximately BL Station 417+00 then turning north and running along the west side of IH820 from approximately BL Station 417+00 to approximately BL Station 419+72. Relocation ID # 3117 (Utility ID # 31003): One 24" wastewater line crossing IH820 at approximately BL Station 419+72. Relocation ID # 3212 (Utility ID # 33007): One 10" wastewater line crossing US287 just west of Village Creek Road at approximately BL Station 350+89. The estimated cost for this Utility Assembly is $2,764,056.83. The final cost will be paid by South -Point according to actual accumulated costs. The relocation is 100% compensable for the Owner based upon ratios defined in the Project Contract Documents. The utilities to be adjusted span across two separate ROW CSJ's, with 67.61 % of the total relocation located in CSJ-R-0008-13-242 and 32.39% located in CSJ-R-0172-06-098. This DB Contractor -Managed Agreement consists of components required by the Contract Documents including Transmittal Memo, TxDOT Utility Adjustment Checklist, Utility Adjustment Agreement, Plans & Specifications, Cost Estimate, TxDOT U-48 Form (if applicable), Utility Joint Use Agreement Form (if applicable), Affidavit(s) of Property Interest Form (if applicable), No Conflict Sign - Off Forms, Right of Way Maps, and Utility Installation Request (if applicable). Halff Associates provided the plans on behalf of Owner, which were signed and sealed by Leah M. Hodge, P.E., and James C. Vester, P.E. These DB Contractor -Managed plans have been reviewed and approved for UAR compliance. SOUTH -POINT CONSTRUCTORS 2050 Roanoke Road, Suite 100, Westlake, Texas 76262 (682) 362 6000 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SOUTH Y POINT CONSTRUCTORS UTILITY ASSEMBLY TRANSMITTAL MEMORANDUM Utility Assembly No.: SEC-U-0520 South -Point will conduct the necessary pre -construction meeting to address 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 Owner's facilities and to protect the traveling public. South -Point and the Owner have executed this Utility Assembly, and respectfully recommend that you approve this Utility Adjustment Assembly SEC-U-0520, as submitted. Please contact us if you have any questions or require additional information. Recommended for Approval: Gxu9kn�d try: Signed C„�.r.,,elstb++e Date 11/17/2023 Garrett Coffin, P.E. Utility Manager South -Point Constructors, a Joint Venture SOUTH -POINT CONSTRUCTORS 2050 Roanoke Road, Suite 100, Westlake, Texas 76262 (682) 362 6000 ooaw3bned tit: �� Signed.n::t•:4urst�xutt Date 11/17/2023 Jeffrey Hunter, P.E. Utility Design Coordinator CSJ Engineering Associates, LLC DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SOUTH:POINT CONSTRUCTORS Utility Adiustment Agreement Section 2. Table of Contents SEC-U-0520 Page 1 of 1 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SQU'THYPOIN'T CONSTRUCTORS Table of Contents Utility Adjustment Assembly, SEC-U-0520 Section 1. Transmittal Memo Section 2. Table of Contents Section 3. Utility Adjustment Checklist Section 4. Utility Agreement Section 5. Plans and Specifications Section 6. Cost Estimates Section 7. TxDOT U-48 Form Section 8. Utility Joint Use Agreement Form Section 9. Affidavit of Property Interests Section 10. Utility No Conflict Sign -off Forms Section 11. Abandonment Letter Section 12. Quitclaim Deed Section 13. ROW Maps Section 14. Utility Installation Request Section 15. RFC Plans SEC-U-0520 Page 1 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SOUTH:POINT CONSTRUCTORS Utility Adjustment Agreement Section 3. Utility Adjustment Checklist SEC-U-0520 Page 1 of 1 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A AV == Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 UTILITY ADJUSTMENT CHECKLIST (To be included with Utility Assembly Submittal) U-No.: SEC-U-0520 District: Fort Worth Utility Owner: City of Fort Worth County(ies): Tarrant CSJ No(s).: R-0008-13-242 R-0172-06-098• C-0008-13-125, C-0172-0.6-080 Project Limits: IH2O from Forest Hill Drive to Little Road: IH820 from IH2O to Brentwood Stair Road,• and US287 from Sublett Road to Village Creels Road Federal ROW Project No.: F-2022(675) Reimbursement (check one (1) box): Actual Cost ® Lump Sum ❑ Non -Reimbursable ❑ Alternate Procedure Approval Date: November 9"', 2022 Description of Work: This Assembly consists of adjusting approximately 1,411 LF of wastewater lines located along the Southeast Connector Project corridor. The wastewater lines will be abandoned and adjusted to comply with the TxDOT Utility Accommodation Rules (UAR). Estimated Start Date: Estimated Completion or Duration: Estimated Total Adjustment Costs: Estimated Betterment (in dollars and calculated %): Estimated Accrued Depreciation: Estimated Salvage: Credits and Vouchers: Eligibility Ratio (calculated and supported %) Noteworthy Issues/ltems: ASSEMBLY PACKAGE January 12", 2024 June 11", 2024 $2,764,056.83 $0.00 0% $0.00 $0.00 $0.00 $2,764,056.83 100% Page 1 of 7 DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 1. Have the required number of Utility Adjustment Assemblies of which the TxDOT Copy is color coded, been submitted? Yes ® No ❑ N/A ❑ 2. Have the following fonns been submitted? PUAA/UAAA: Yes ® No ❑ N/A ❑ UJUA: Yes ❑ No ❑ N/A Statement - Contract Work: Yes ❑ No ❑ N/A U-1 Affidavit: Yes ® No ❑ N/A ❑ Quitclaim Deed: Yes ® No ❑ N/A ❑ UM/UDC Sign Off: Yes ® No ❑ N/A ❑ 3. Are all forms submitted complete and correct for the situation/circumstance of the Utility Adjustment? Yes ® No ❑ N/A ❑ TRANSMITTAL MEMO 4. If the Adjustment has unique characteristics, does the transmittal include explanations and clarifications? Yes ❑ No ❑ N/A 5. Has a recommendation for approval been stated? Yes ® No ❑ N/A ❑ 6. If the Utility Adjustment is in more than one (1) RCSJ (Local Jurisdictional Boundary), have the percentages in each jurisdiction been detailed? Yes ® No ❑ N/A ❑ Page 2 of 7 DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A :-z"L. Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 UTILITY ADJUSTMENT AGREEMENT 7. Have language modifications to the utility agreement been approved by TxDOT? Yes ® No ❑ N/A ❑ 8. Has the Utility consultant -engineering contract been reviewed and approved by the Developer's Utility Manager (UM)? Yes ® No ❑ N/A ❑ UTILITY ADJUSTMENT PLANS AND SPECIFICATIONS 9. Plans folded so as to fit into 8.5" x 11" file? Yes ❑ No ❑ N/A 10. Have the Utility Adjustments been designed for the Proposed Configuration? Yes ® No ❑ N/A ❑ 11. Project or vicinity plan provided? Yes ® No ❑ N/A ❑ 12. Have the plans for the Utility Adjustment been sealed by a Registered Professional Engineer (PE)? Yes ® No ❑ N/A ❑ 13. Has the Utility Owner signed the cover sheet of the plans verifying review and approval, if Developer is responsible for Engineering on either Owner Managed or Developer Managed Agreement? Yes ® No ❑ N/A ❑ 14. Backfill requirements met (item 400 referenced)? Yes ® No ❑ N/A ❑ 15. If excavation is required, do the plans included a note on OSHA trench excavation protection? Yes ® No ❑ N/A ❑ Page 3 of 7 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A '= Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 16. Is a note provided in the plans that the adjustment will conform with the TMUTCD? Yes ® No ❑ N/A ❑ 17. If the adjustment involves a plastic water, sanitary sewer, or gas line, has a metal detection wire been included in the estimate or with detailed in the plans? Yes ® No ❑ N/A ❑ 18. Has Barlow's Formula information been submitted for un-encased high pressure pipelines? (The Barlow's calculation must be provided by the utility owner. 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 calculated with Barlow's. The Barlow calculation must be shown with the submission.) Yes ❑ No ❑ N/A 19. If the pipeline is un-encased, is there adequate coating, wrapping and cathodic protection? Yes ❑ No ❑ N/A 20. Information on plans sufficient and adequate to: Determine necessity and justification of proposed work? Yes ® No ❑ N/A ❑ Demonstrate Utility Accommodation Rules compliance? Yes ® No ❑ N/A ❑ Indicate highway stationing, existing and proposed ROW, offsets from proposed ROW, existing and proposed grades, and edge of pavement lines? Yes ® No ❑ N/A ❑ Provide any other necessary or essential information such as pressure, flow, offset, type, condition, wall thickness, specifications etc.? Yes ® No ❑ N/A ❑ 21. Is this Utility Adjustment within ROW project limits or directly related to work required within project limits? Yes ® No ❑ N/A ❑ 22. Are any of the proposed utility facilities installed longitudinally within a control of access? Page 4 of 7 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A N� Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 Yes ❑ No ® N/A ❑ COST ESTIMATE 23. Has the Developer's Utility Design Coordinator located on the plans the major items of material listed on the estimate by scaling or stationing? Yes ® No ❑ N/A ❑ 24. If the agreed sum method has been marked, has a detailed, itemized estimate and matching plans been provided? Yes ❑ No ❑ N/A 25. Is the estimate properly and adequately itemized and detailed? Yes ® No ❑ N/A ❑ 26. Are overheads and loadings checked for reasonableness? Yes ® No ❑ N/A ❑ 27. Replacement utility ROW charges justified and supported? Yes ® No ❑ N/A ❑ 28. Eligibility ratio calculated and recommended? Yes ® No ❑ N/A ❑ 29. Betterment credit applicable? Yes ❑ No ❑ N/A If yes, is credit calculated and applied properly? Yes ❑ No ❑ N/A 30. Accrued Depreciation credit applicable? Yes ❑ No ❑ N/A Page 5 of 7 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A °° Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 If yes, is credit calculated and applied properly? Yes ❑ No ❑ N/A 31. Salvage credit applicable? Yes ❑ No ❑ N/A If yes, is credit applied properly? Yes ❑ No ❑ N/A 32. Estimate extensions checked? Yes ® No ❑ N/A ❑ AFFIDAVIT OF PROPERTY INTEREST 33. Proof of compensable property interest established by utility where applicable? Yes ® No ❑ N/A ❑ If yes, according to the "Real Property Interest" paragraph of the PUAA: Does the estimate detail reimbursement for "New Property" interest? Yes ® No ❑ N/A ❑ Does the estimate detail compensation for relinquishing "Existing Property" interest? Yes ❑ No ❑ N/A Did the utility owner provide a letter stating that they will quitclaim their property interest at no costs or an agreed sum if new utility property interests are not being acquired? Yes ® No ❑ N/A ❑ 34. Have the parcel ID numbers to be Quitclaimed been identified? Yes ® No ❑ N/A ❑ 35. Has the owner provided a signed letter of intent to Quitclaim, and has a copy of the correct Quitclaim Deed(s) been submitted? Yes ® No ❑ N/A ❑ Page 6 of 7 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-AdjCheck REV 07/2018 R.O.W. MAPS 36. Approved and current ROW Maps on file with project office? Yes ® No ❑ N/A ❑ 37. Have the existing and proposed utility facilities been plotted on the ROW snap and attached to this assembly? Yes ® No ❑ N/A ❑ COMMENTS: Prepared by D9uAltned W, Utility Design Coordinator DowftnedW; Recommended for EAt6w Approval by: OciLBV r Quality Control DocuShned ty: Approved by: PPriyFrs,ct.seta Utility Manager 11/17/2023 Date 11/17/2023 Date 11/17/2023 Date Page 7 of 7 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A SOUTH:POINT CONSTRUCTORS Utility Adiustment Agreement Section 4. Utility Agreement SEC-U-0520 Page 1 of 1 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 1 of 17 REV 07/2018 County: Tarrant ROW CSJ No.: 0008-13-242, 0172- 06-098 Const. CSJ No.: 0008-13-125, 0172- 06-080 Highway: I112O, IH820, US287 Fed. Proj. No.: F-2022(675) Limits: IH2O from Forest Hill Drive to Little Road; IH820 from IH2O to Brentwood Stair Road, and US287 from Sublett Road to Villafze Creek Road PROJECT UTILITY ADJUSTMENT AGREEMENT (DB Contractor -Managed) Agreement No.: SEC-U-0520 THIS AGREEMENT, by and between South -Point Constructors, a Joint Venture, hereinafter identified as the "DB 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", is authorized to design, construct, operate, maintain, and improve projects as part of the state highway system throughout the State of Texas, all in conformance with the applicable provisions of Chapters 201, 203, 222, 223, 224 and 228 of the Texas Transportation Code, as amended; and WHEREAS, TxDOT proposes to construct a project identified as the Southeast Connector Project (the "Project") and classified as either Interstate, Toll or Traditional (meaning eligibility based on existing compensable interest in the land occupied by the facility to be relocated within the proposed highway right of way limits) as indicated below (check one (1) box). Reimbursement will be authorized by the type of project selected below in conformance with §203.092 of the Transportation Code, ® Interstate ❑ Toll ❑ Traditional ; and WHEREAS, pursuant to that certain Design -Build Contract, consisting of the Design -Build Agreement, General Conditions, Utility Management Plan, Utility Avoidance Policy and the other Contract Documents DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Arl Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 2 of 17 REV 07/2018 (collectively, the "DBC") by and between TxDOT and the DB Contractor with respect to the Project, the DB Contractor has undertaken the obligation to design, construct, finance, operate and maintain the Project and adhere to all requirements in the DBC; and WHEREAS, the DB Contractor's duties pursuant to the DBC include causing the protection of or relocation, removal or other necessary adjustment of existing Utilities impacted by the Project (collectively, "Adjustment"), subject to the provisions herein; and WHEREAS, the terms "Utility Adjustment Work" and "Utility Adjustment construction", or any variation of these phrases, as may be found in the DBC are herein specifically incorporated into the term "Adjustment" as defined above; and WHEREAS, the Project may receive Federal funding, financing and/or credit assistance; and WHEREAS, the DB Contractor has notified the Owner that certain of its facilities and appurtenances (the "Owner Utilities") are in locational conflict with the Project (and/or with the Ultimate Configuration of the Project), and the Owner has requested that the DB Contractor undertake the Adjustment of the Owner Utilities as necessary to accommodate the Project (and the Ultimate Configuration) and the Owner agrees that the "Project" will be constructed in accordance with §203.092 of the Texas Transportation Code, as amended, and 23 CFR 645 Subpart A (Utility Relocations, Adjustments and Reimbursement); and WHEREAS, the Owner Utilities and the proposed Adjustment(s) of the Owner Utilities are generally identified on the Utility Adjustment Concept Plan attached hereto and incorporated herein as Exhibit C; and WHEREAS, the Owner and DB Contractor recognize that time is of the essence in completing the work contemplated herein; and WHEREAS, the DB Contractor and the Owner desire to implement the Adjustment of certain Owner Utilities by entering into this Agreement. AGREEMENT NOW, THEREFORE, in consideration of these premises and of the mutual covenants and agreements of the parties hereto and other good and valuable consideration, the receipt and sufficiency of which being hereby acknowledged, the DB Contractor and the Owner agree as follows: The Adjustment(s) subject to this Agreement are described as follows: Relocation ID # 3103 (Utility ID # 31004): One 8" wastewater line running along the east side of IH820 from approximately BL Station 466+19 to approximately BL Station 467+61. Relocation ID # 3115 (Utility ID #'s 31002 & 31023): One 24" wastewater line running along Berry St. on the west side of IH820 at approximately BL Station 417+00 then turning north and running along the west side of IH820 from approximately BL Station 417+00 to approximately BL Station 419+72. Relocation ID # 3117 (Utility ID # 31003): One 24" wastewater line crossing IH820 at approximately BL Station 419+72. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 3 of 17 REV 07/2018 Relocation ID # 3212 (Utility ID # 33007): One 10" wastewater line crossing US287 just west of Village Creek Road at approximately BL Station 350+89. Preparation of Plans. [Check one (1) box that applies:] ® The DB Contractor has hired the engineering finn(s) of Halff Associates, which are acceptable to the Owner to perform all engineering services needed for the preparation of plans, required specifications, and cost estimates, attached hereto as Exhibit A (collectively, the "Plans"), for the proposed Adjustment of the Owner Utilities. The Preliminary Design, Final Design, and Release for Construction Documents, each a Design Submittal, of the Utility Adjustment Plans shall be submitted for review and shall follow the approved Professional Services Quality Management Plan (PSQMP) for the Project. The DB Contractor represents and warrants that the Plans conform to the requirements of the DBC, including the Utility Accommodation Rules issued by the Texas Department of Transportation ("TxDOT"), as set forth in 43 Texas Administrative Code Part 1, Chapter 21, Subchapter C, et seq. in effect as of the Proposal Due Date (the "UAW'). By its signing of the Plans, the Owner hereby confinns that the Plans appear to be in compliance with the "standards" described in Paragraph 3(a)(4). ❑ The Owner has provided plans, required specifications and cost estimates, attached hereto as Exhibit A (collectively, the "Plans"), for the proposed Adjustment of the Owner Utilities. The Owner represents and warrants that the Plans confonn to the Utility Acconunodation Rules issued by the Texas Department of Transportation ("TxDOT"), as set forth in 43 Texas Administrative Code Part 1, Chapter 21, Subchapter C, et seq. in effect as of the Proposal Due Date (the "UAR"). By its execution of this Agreement, the DB Contractor and the Owner hereby approve the Plans. The Owner also has provided to the DB Contractor a Utility plan view map illustrating the location of existing and proposed Utility facilities on the DB Contractor's right of way map of the Project. With regard to its preparation of the Plans, the Owner represents as follows [check one (1) 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 are reasonable and are comparable to the fees typically charged by consulting engineers in the locale of the Project for comparable work for the Owner. Review by TxDOT. The parties hereto acknowledge and agree as follows: (a) Upon execution of this Agreement by the DB Contractor and the Owner, the DB Contractor will submit this Agreement, together with the attached Plans, to TxDOT for its review and approval as part of a package referred to as a "Utility Assembly". The parties agree to cooperate in good faith to modify this Agreement and/or the Plans, as necessary and DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 4 of 17 REV 07/2018 mutually acceptable to all parties, to respond to any comments made by TxDOT thereon. Without limiting the generality of the foregoing: (1) The Owner agrees to respond (with comment and/or acceptance) to any modified Plans and/or Agreement prepared by the DB Contractor in response to TxDOT comments within 14 Business Days after receipt of such modifications; and (2) 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 DB Contractor for its comment and/or approval (and re -submittal to TxDOT for its comment and/or approval) within 14 Business Days after receipt of TxDOT's comments. The Owner's failure to timely respond to any modified Plans submitted by the DB Contractor pursuant to this paragraph, without a subsequent extension of time mutually agreed to by the parties, shall be deemed the Owner's approval of same. If the Owner fails to timely prepare modified Plans which are its responsibility hereunder, then the DB Contractor shall have the right to modify the Plans for the Owner's approval as if the DB Contractor had originally prepared the Plans. The process set forth in this paragraph will be repeated until the Owner, the DB Contractor and TxDOT have all approved this Agreement and the Plans. (b) The parties hereto acknowledge and agree that TxDOT's review, comments and approval of a Utility Assembly or any component thereof shall constitute TxDOT's approval of the location and manner in which a Utility Assembly will be installed, adjusted, or relocated within the State Highway right of way (the "ROW"), subject to the DB Contractor and the Owner's satisfactory performance of the Adjustment work in accordance with the approved Plans. TxDOT has no duty to review Owner Utilities or components for their quality or adequacy to provide the intended Utility service. Design and Construction Standards. (a) All design and construction performed for the Adjustment work which is the subject of this Agreement, including any UAAA, shall comply with and conform to the following: (1) All applicable local and State laws, regulations, decrees, ordinances and policies, including the UAR (as defined above), the Utility Manual issued by TxDOT (to the extent its requirements are mandatory for the Utility Adjustment necessitated by the Project, as communicated to the Owner by the DB Contractor or TxDOT), the requirements of the DBC, and the policies of TxDOT; (2) 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 Subpart A and B; and the Buy America provisions of 23 U.S.C. §313 and 23 CFR 635.410. The Utility Owner shall supply, upon request by the DB Contractor or TxDOT, proof of compliance with the aforementioned laws, rules and regulations prior to the commencement of construction; DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Ar— Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 5 of 17 REV 07/2018 (3) The teens of all governmental permits or other approvals, as well as any private approvals of third parties necessary for such work; (4) The standard specifications, standards of practice, and construction methods (collectively, "standards") which the Owner customarily 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, which standards are current at the time this Agreement is signed by the Owner, and which the Owner has submitted to the DB Contractor in writing; (5) Exhibits for this Agreement (or any UAAA), final plans and as -built drawings shall be provided in accordance with Owner's standard submittal requirements and in a format that can be reproduced in black and white. Drawings should include a scale and be plotted to that scale. Street names shall be included on all exhibits; and (6) Owner agrees that all service meters effected by a Utility Adjustment must be placed outside of the State ROW in an exclusive easement. (i) DB Contractor may place meters and meter boxes affected by this UAAA as prescribed in UAR 21.40 (c) 5(B).; provided, however that DB Contractor shall acquire a permanent access easement, for Owner's exclusive use, as to each meter placed outside of the ROW. Owner will coordinate and approve easement acquisition with DB Contractor. Said easement(s) shall be of sufficient size (i.e., in accordance with "Table 3.2 Easement Widths for Facilities and Appurtenances" as said Table is listed in and referenced by Section 3.8.9.1 of the City of Fort Worth Water Department Installation Policy and Design Criteria) to allow for future maintenance and shall inure for the benefit of and be filed in the name of the Owner. (7) Once the Adjustment work is complete, finally inspected and accepted by Owner, including appropriate abandonment techniques to prevent voids, Owner shall abandon the old facility in place pursuant to the UAR Rule 21.39. (b) Such design and construction also shall be consistent and compatible with: (1) The DB Contractor's current design and construction of the Project; (2) The Ultimate Configuration for the Project; and (3) Any other Utilities being installed in the same vicinity. The Owner acknowledges receipt of Project plans and Ultimate Configuration documents from the DB Contractor as necessary to comply with the foregoing. In case of any inconsistency among any of the standards referenced in this Agreement, the most stringent standard shall apply. (c) The plans, specifications, and cost estimates contained in Exhibit A shall identify and detail all Utility facilities that the Owner intends to abandon in place rather than remove, DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 6 of 17 REV 07/2018 including material type, quantity, size, age and condition. No facilities containing hazardous or contaminated materials may be abandoned, but shall be specifically identified and removed in accordance with the requirements of subparagraph (a). It is understood and agreed that the DB Contractor shall not pay for the assessment and remediation or other corrective action relating to soil and ground water contamination, if any, caused by the Utility facility prior to the removal. Responsibility for Costs of Adjustment Work. With the exception of any Bettennent (hereinafter defined), the parties shall allocate the cost of any Adjustment between themselves as identified in Exhibit A and in accordance with §203.092 of the Texas Transportation Code. An allocation percentage may be determined by application of an eligibility ratio, if appropriate, as detailed in Exhibit A. The Owner has no obligation to allocate the cost of any Utility Adjustment for this Proj ect. 5. Construction by the DB Contractor. (a) The Owner hereby acknowledges that the DB Contractor will perform the construction necessary to adjust the Owner Utilities and the DB 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). (b) The DB Contractor shall retain such contractor or contractors as are necessary to adjust the Owner Utilities. This not only includes water and/or sanitary sewer main relocations but also final grade adjustments of gate valves, vaults, manholes, and any other work being performed on an existing water or sanitary sewer main. Any water and sewer utility contractor(s) retained by the DB Contractor must meet the Owner's contractor pre - qualification requirements appropriate for the work the contractor(s) will perform. Any contractor(s) retained by the DB Contractor shall come from the Owner's current prequalification list (at the date of this agreement), and meet the Owner's contractor pre - qualification requirements appropriate for the work the contractor(s) will perform. For the purposes of responsibility for Adjustment Work or damage to Owner facilities and reimbursement to Owner for same, DB Contractor, as used herein, is inclusive of any contractors or subcontractors retained by DB Contractor to perform work on the Project. (c) The DB Contractor shall obtain all pen -nits necessary for the constriction to be performed by the DB Contractor hereunder, and the Owner shall cooperate in that process as needed. (d) All constriction work hereunder shall be performed in a good and workmanlike manner. DB Contractor warrants the infrastructure built for Owner, or protected in place, under this Agreement for a period of one year. DB Contractor agrees that Owner may initiate a warranty claim directly to DB Contractor. The warranty period shall begin upon the Owner's acceptance of the completed work including the final adjustments, modifications to final grade, paving of each Adjustment, or any portion thereof. (e) DB Contractor shall provide insurance in amounts equal to or in excess of the amounts and conditions described in Exhibit D. Owner shall be named as an additional insured if required in conditions for the insurance described in Exhibit D to be evidenced on the certificate of insurance (ACORD or equivalent) supplied by the DB Contractor or its contractors and a copy shall be provided to Owner. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 7 of 17 REV 07/2018 Reimbursement of Owner's Indirect Costs. (a) DB Contractor agrees to reimburse the Owner its share, if applicable, of the Owner's indirect costs (e.g., engineering, Utility Adjustment inspection, Utility Adjustment testing, Utility Adjustment ROW) related to Adjustments and as specifically identified in Exhibit A. When requested by the Owner, monthly progress payments will be made. The monthly payment will not exceed 90% of the estimated indirect work done to date. Once the indirect work is complete, final payment of the eligible indirect costs will be made. Intermediate payments shall not be construed as final payment for any items included in the intermediate payment. (b) The Owner's indirect costs associated with Adjustment of the Owner Utilities shall be developed pursuant to the method checked and described below [check only one (1) box]: ® (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 (either (i) or (H) referred to as `Actual Cost'), 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. (c) All indirect costs charged to the DB Contractor by the Owner shall be reasonable and shall be computed using rates and schedules not exceeding those applicable to similar work perfonned by or for the Owner at the Owner's expense. The DB Contractor's performance of the Adjustment work hereunder and payment of the DB 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). Only to the extent caused by the DB Contractor, existing water and sewer mains and appurtenances damaged as a result of the actions of the DB Contractor, are eligible for reimbursement. Damage may include burying of manholes, valves, vaults or the failure of an Owner utility facility due to DB Contractor's construction activities. If DB Contractor is unable, under its contingency or emergency plans, to timely respond to damaged Owner Facilities, all staff time, labor, equipment, etc. for the Owner, Owner's consultant, Owner's contractor, Owner's field operations, etc. required for the evaluation, response, and repairs, shall be considered as eligible reimbursable costs. Advancement of Funds by Owner for Construction Costs. (a) Advancement of Owner's share, if any, of estimated costs, Exhibit A shall identify all estimated engineering and construction -related costs, including labor, material, equipment and other miscellaneous construction items. Exhibit A shall also identify the Owner's and DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 8 of 17 REV 07/2018 DB Contractor's respective shares of the estimated costs. The Owner shall advance to the DB Contractor its allocated share, if any, of the estimated costs for construction and engineering work to be performed by the DB Contractor, in accordance with the following teens: ® 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 DB Contractor and the Owner are listed below. [Insert terms of advance funding to be agreed between DB Contractor and Owner] (b) Adjustment Based on Actual Costs or Agreed Surn [Check the one (1) appropriate provision, if advancement offends is required]: ❑ The Owner is responsible for its share of the DB Contractor's actual cost for the Adjustment, including the identified Betterment. Accordingly, upon completion of all Adjustment work to be performed by both parties pursuant to this Agreement, (i) the Owner shall pay to the DB 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 DB 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 Agreement. Accordingly, no adjustment (either up or down) of such amount shall be made based on actual costs. Invoices. On invoices prepared by either the Owner or the DB Contractor, all costs developed using the "Actual Cost" method described in Paragraph 6(b)(1) 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 (i) such supporting information to substantiate all invoices as reasonably requested, and (ii) 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 21, unless otherwise directed pursuant to Paragraph 22. The Owner and the DB Contractor shall make commercially reasonable efforts to submit final invoices no later than 120 days after completion of work. The Owner and the DB Contractor hereby acknowledge and agree that any costs submitted to the other parry within 18months 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. Betterment and Salvage. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 9 of 17 REV 07/2018 (a) For purposes of this Agreement, the teen "Betterment" means any upgrading of an Owner Utility being adjusted that is not attributable to the construction of the Project 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 or an expansion of the existing Utility; provided, however, that the following are not considered Betterments: (1) Any upgrading which is required for accommodation of the Project; (2) Replacement devices or materials that are of equivalent standards although not identical; (3) Replacement of devices or materials no longer regularly manufactured with the next highest grade or size; (4) Any upgrading required by applicable Laws, regulations or ordinances; (5) Replacement devices or materials which are used for reasons of economy (e.g., non -stocked items that may be uneconomical to purchase); or (6) Any upgrading required by the Owner's written "standards" meeting the requirements of Paragraph 3(a)(4) and deemed to be of direct benefit to the Project. (7) Repair of an Owner Utility, e.g., trench materials, manholes, gate valves, vaults, etc. previously deemed not in conflict and left in place, which present with damage as a result of the actions of the DB Contractor. (8) Adjustments made by DB Contractor to avoid conflicts with existing or proposed franchise utilities, storm drainage or other features of the Project, including bridge piers, pavement sections, walls, etc. [Include the following for fiber optic Owner Utilities only.-] Extension of an adjustment to the nearest splice boxes shall not be considered a Bettennent if required by the Owner in order to maintain its written telephony standards. (b) It is understood and agreed that the DB Contractor shall not pay for any Betterments and that the Owner shall be solely responsible therefor. No Betterment may be performed hereunder which is incompatible with the Project or the Ultimate Configuration or which cannot be performed within the other constraints of applicable Law, any applicable govermnental approvals, including without limitation the scheduling requirements thereunder. Accordingly, the parties agree as follows [check the one (1) box that applies, and complete if appropriate]: ® The Adjustment of the Owner Utilities pursuant to the Plans does not include any Betterment. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 10 of 17 REV 07/2018 ❑ The Adjustment of the Owner Utilities pursuant to the Plans includes a Bettennent to the Owner Utilities by reason of [Insert explanation, e.g. "replacing 12 "pipe with 24"pipe]: The DB Contractor has provided to the Owner comparative estimates for (i) all work to be performed by the DB Contractor pursuant to this Agreement, 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 DB Contractor's work hereunder which is attributable to Betterment is $ , calculated by subtracting (ii) from (i). The percentage of the total cost of the DB Contractor's work hereunder which is attributable to Betterment is %, calculated by subtracting (ii) from (i), which remainder is divided by (i). (c) If Paragraph 9(b) identifies Betterment, the Owner shall advance to the DB Contractor, at least 14 Business Days prior to the date scheduled for commencement of construction for Adjustment of the Owner Utilities, one half of the estimated cost attributable to Betterment as set forth in Paragraph 9(b). Should the Owner fail to advance payment to the DB Contractor 14 Business Days prior to commencement of the Adjustment construction, the DB Contractor shall have the option of commencing and completing (without delay) the Adjustment work without installation of the applicable Betterment. The second half of the payment less S% retainage will be due to DB Contractor when the Utility that is the subject of the Betterment is put into service. The retainage will be paid when as -built and close- out documents are provided to Owner. [If Paragraph 9(b) identifies Betterment, check the one (1) appropriate provision]: ❑ The estimated cost stated in Paragraph 9(b) is the agreed and final amount due for Betterment hereunder, and accordingly no adjustment (either up or down) of such amount shall be made based on actual costs. ❑ The Owner is responsible for the DB Contractor's actual cost for the identified Bettennent. Accordingly, upon completion of all Adjustment work to be performed by both parties pursuant to this Agreement, (i) the Owner shall pay to the DB 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 DB 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 60 calendar days after the Owner's receipt of the DB Contractor's invoice therefor, together with supporting documentation; any refund shall be due within 60 calendar days after completion of the Adjustment work hereunder. The actual cost of Betterment incurred by the DB 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 DB Contractor pursuant to this Agreement (including work attributable to the Betterment), as invoiced by the DB Contractor to the Owner. (d) If Paragraph 9(b) identifies Bettennent, the amount allocable to Bettennent in the Owner's indirect costs shall be detennined by applying the percentage of the Bettennent calculated in Paragraph 9(b) to the Owner's indirect costs. The Owner's invoice to the DB Contractor DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 11 of 17 REV 07/2018 for the DB Contractor's share of the Owner's indirect costs, shall credit the DB Contractor with any Betterment amount detennined pursuant to this Paragraph 9(d). (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 DB Contractor for its costs shall credit the DB Contractor with the salvage value for such materials and/or parts. (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. 10. Management of the Adjustment Work. (a) The DB Contractor will provide project management during the Adjustment of the Owner Utilities. DB Contractor will provide Owner a minimum 72-hour notice to allow Owner's forces to take an Owner Utility off-line such that the Adjustment can commence. Similarly, DB Contractor shall provide Owner with minima n 72-hour notice of when an adjusted Owner Utility will be placed in (or returned to) service. (b) DB Contractor shall establish written emergency and contingency plan procedures with Owner. DB Contractor shall protect and repair any damage caused by DB Contractor to an Owner Utility. . Notwithstanding the preceding sentence, Owner shall have the right, subject to workplace safety measures then in effect, to enter the work site at any time, with reasonable notice to DB Contractor for emergency repairs. Owner shall provide 48 hour notice to DB Contractor to CCTV an Owner Utility or perform other investigatory activities. (c) DB Contractor shall provide Protection in Place measures as approved by Owner, for any Owner Utility that may be impacted by the Project as necessary for the facility's continued and continuous safe operation and structural integrity. (d) DB Contractor shall inform Owner in advance of Project work areas affecting an Owner Facility and provide Owner with construction schedules, drawings, plans, etc. for construction of a Utility Adjustment. Construction schedules will be provided for discussion during weekly meetings with Owner for Owner utilities adjacent to construction areas. 11. Utility Investigations. At the DB Contractor's request, the Owner shall assist the DB Contractor in locating any Utilities (including appurtenances) which are owned and/or operated by the Owner and may be impacted by the Project. 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 Utility Owner are damaged during construction of the Project, the Owner shall mark in the field the location of all such Utilities horizontally on the ground in advance of Project construction in the immediate area of such Utilities. DB Contractor shall provide Owner reasonable advanced notice prior to Project construction in the area of Owner's utilities. 12. Inspection and Acceptance by the Owner. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Ar— Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 12 of 17 REV 07/2018 (a) Throughout the Adjustment construction hereunder, the Owner shall provide adequate inspectors for such construction. The work may be inspected by the Owner's inspector(s) at least once each working day, and more often if such inspections are deemed necessary by Owner for prudent installation or protection of an Owner Utility. Further, upon request by the DB Contractor or its Subcontractors (minimum 48 hours in advance), the Owner shall furnish an inspector at any reasonable time in which construction is underway pursuant to this Agreement, including occasions when construction is underway in excess of the usual 40 hour work week and at such other times as reasonably required. The Owner agrees to promptly notify the DB Contractor of any concerns resulting from any such inspection. (b) The Owner shall perform a final inspection of the adjusted Owner Utilities, including conducting any tests as are necessary or appropriate, within ten (10) Business Days after completion of construction hereunder. DB Contractor shall provide Owner with CCTV video within five (5) Business Days of completion. The Owner shall accept such construction, if it is consistent with the performance standards described in Paragraph 3, by giving written notice of such acceptance to the DB 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 ten (10) day period, notify the DB Contractor in writing of its grounds for non -acceptance and suggestions for correcting the problem, and if the suggested corrections are justified, the DB Contractor will comply. The Owner shall re- inspect any revised construction (and retest if appropriate) and give notice of acceptance, no later than ten (10) Business Days after completion of corrective work. The Owner's failure to inspect and to give any required notice of acceptance or non -acceptance within the specified time period shall be deemed accepted. (c) Subject to the Warranty, from and after the Owner's acceptance (or deemed acceptance) of an adjusted Owner Utility, the Owner agrees to accept ownership of, and full operation and maintenance responsibility related thereto, for such Owner Utility. Adjustments may be accepted as they are completed and acceptance of one adjusted Owner Utility does not imply that all Owner Utilities are accepted. Such accepted Owner Utility Adjustments shall be protected by DB Contractor should additional Project work be prosecuted on or over the location of the adjusted facility. (d) DB Contractor shall provide a supplemental acceptance notice to Owner when all repairs (if required) or final modifications to surface -level portions of a previously accepted Owner Utility have been finalized. Final modifications include, but are not limited to, final grading or paving, manhole, valve or vault adjustments to meet grade, collars or other typical finishing of appurtenances. Owner shall review and accept final modifications within 10 Business Days of receipt of supplemental acceptance notice. DB Contractor shall further provide Owner the relevant design hard copies, mylar record drawings or plans showing final as -built location of the adjusted Owner Utility, and other related closeout documents in the Owner's format in the Owner's Policy and Standard Specifications. Thereafter, Owner shall issue to DB Contractor a final acceptance letter. 13. Design Changes. The DB Contractor will be responsible for additional Adjustment design and construction costs necessitated by design changes to the Project, upon the terms specified herein. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A ram. Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 13 of 17 REV 07/2018 14. Field Modifications. The DB Contractor shall provide the Owner with documentation of any field modifications, including Utility Adjustment Field Modifications as well as minor changes described in Paragraph 16(b), occurring in the Adjustment of the Owner Utilities. 15. Real Property Interests. (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the DB Contractor, 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 DB Contractor Utility Assembly as described in Paragraph 2. Claims approved by TxDOT as to rights or interests are referred to herein as "Existing Utility Property Interests". (b) If acquisition of any new easement or other interest in real property ("Replacement Utility Property Interest") is necessary for the Adjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the DB Contractor's Project schedules. The DB Contractor shall be responsible for its share (as specified in Paragraph 4) of the actual and reasonable acquisition costs of any such Replacement Utility Property Interest (including without limitation the Owner's reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 15(c), and subject to the provisions of Paragraph 15(e); provided, however, that all acquisition costs shall be subject to the DB Contractor's prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such Replacement Utility Property Interest shall have a written valuation and shall be acquired in accordance with applicable Law. (c) The DB Contractor shall pay its share only for a replacement in kind of an Existing Utility Property Interest (e.g., in width and type), unless a Replacement Utility Property Interest exceeding such standard: (1) Is required in order to accommodate the Project or by compliance with applicable Law; or (2) Is called for by the DB Contractor in the interest of overall Project economy. Any Replacement Utility Property Interest which is not the DB Contractor's responsibility pursuant to the preceding sentence shall be considered Betterment to the extent that it upgrades the Existing Utility Property Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Utility Property Interest. Betterement costs shall be solely the Owner's responsibility. DB Contractor shall inform Owner of the need to acquire a Replacement Utility Property Interest constituting a Betterement at least 90 business days' in advance. (d) For each Existing Utility Property Interest located within the Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 14 of 17 REV 07/2018 agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Utility Property 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 Utility Property Interest. If the Owner's facilities are remaining within the existing property interest, a Utility Joint Use Acknowledgement will be required. 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 Utility Property Interest relinquished by the Owner, the DB Contractor shall do one (1) of the following to compensate the Owner for such Existing Utility Property Interest, as appropriate: (1) If the Owner acquires a Replacement Utility Property Interest for the affected Owner Utility, the DB Contractor shall reimburse the Owner for the DB Contractor's share of the Owner's actual and reasonable acquisition costs in accordance with Paragraph 15(b), subject to Paragraph 15(c); or (2) If the Owner does not acquire a Replacement Utility Property Interest for the affected Owner Utility, the DB Contractor shall compensate the Owner for the DB Contractor's share of the market value of such relinquished Existing Utility Property Interest, as mutually agreed between the Owner and the DB Contractor and supported by a written valuation. The compensation, if any, provided to the Owner pursuant to either subparagraph (i) or (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Utility Property Interest and any Replacement Utility Property Interest, and no further compensation shall be due to the Owner from the DB Contractor or TxDOT on account of such Existing Utility Property Interest or Replacement Utility Property Interest. (e) All Utility Joint Use Acknowledgments (UJUA) or Utility Installation Requests, Fonn 1082 shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2. A Utility Joint Use Acknowledgment is required where an Existing Utility Property Interest exists and the existing or proposed Utility will remain or be adjusted within the boundaries of the Existing Utility Property Interest. All other accommodations not located on Existing Utility Property Interests will require a Utility Installation Request, Form 1082. 16. Amendments and Modifications. This Agreement may be amended or modified only by a written instrument executed by the parties hereto, in accordance with Paragraph 16(a) or Paragraph 16(b) below: (a) Except as otherwise provided in Paragraph 16(b), any amendment or modification to this Agreement or the Plans attached hereto shall be implemented by a Utility Adjustment Agreement Amendment ("UAAA") in the form of Exhibit B hereto (DB-ROW-U-UAAA- DM). The UAAA form can be used for a new scope of work with concurrence of the DB 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. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 15 of 17 REV 07/2018 (b) For purposes of this Paragraph 16(b), "Utility Adjustment Field Modification" shall mean any horizontal or vertical design change from the Plans included in a Utility Assembly previously approved by TxDOT, due either to design of the Project or to conditions not accurately reflected in the approved Utility Assembly (e.g., shifting the alignment of an 8 inch water line to miss a modified or new roadway drainage structure). A Utility Adjustment Field Modification agreed upon by the DB 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 be considered a Utility Adjustment Field Modification and will not require a UAAA, but shall be shown in the documentation required pursuant to Paragraph 14. (c) This Agreement does not alter and shall not be construed in any way to alter the obligations, responsibilities, benefits, rights, remedies, and claims between the DB Contractor and TxDOT to design and construct the Project, including the Adjustment. 17. Entire Agreement. This Agreement embodies the entire agreement between the parties and there are no oral or written agreements between the parties or any representations made which are not expressly set forth herein. 18. Assignment• Binding Effect-, TxDOT as Third -Party Beneficiary. Neither the Owner nor the DB Contractor may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party and of TxDOT, which consent may not be unreasonably withheld or delayed; provided, however, that the DB Contractor may assign any of its rights and/or delegate any of its duties to TxDOT or to any other entity engaged by TxDOT to fulfill the DB Contractor's obligations, at any time without the prior consent of the Owner. This Agreement shall bind the Owner, the DB Contractor and their successors and permitted assigns, and nothing 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 person, firm, corporation or other entity, including, without limitation, any contractor or other parry retained for the Adjustment work or the public in general; provided, however, that the Owner and the DB Contractor agree that although TxDOT is not a party to this Agreement, TxDOT is intended to be a third -party beneficiary to this Agreement. 19. Breach by the Parties. (a) If the Owner claims that the DB Contractor has breached any of its obligations under this Agreement, the Owner will notify the DB Contractor and TxDOT in writing of such breach, and the DB Contractor 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 DB Contractor. Without limiting the generality of the foregoing: (1) TxDOT shall have no liability to the Owner for any act or omission committed by the DB Contractor in connection with this Agreement, including without limitation DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A m* Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 16 of 17 REV 07/2018 any claimed defect in any design or construction work supplied by the DB Contractor or by its Subcontractors; and (2) In no event shall TxDOT be responsible for any repairs or maintenance to the Owner Utilities adjusted pursuant to this Agreement. (b) If the DB Contractor claims that the Owner has breached any of its obligations under this Agreement, the DB 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 the DB Contractor may invoke any remedies which may be available to it as a result of such breach. 20. Traffic Control. The DB Contractor shall provide traffic control or shall reimburse the Owner for the DB 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 DB 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. 21. 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: Owner: City of Fort Worth Attn: John R. Kasavich, P.E. Water Department 200 Texas St. Fort Worth, Texas 76102 Phone: (817) 392-8480 Fax: (817) 392-8195 DB Contractor: South -Point Constructors, a Joint Venture 2050 Roanoke Road, Suite 100 Westlake, Texas 76262 Attention: Jay Knez Phone: (682) 362-6000 Jay. Knez(a,s-pointc.com A party sending notice of default of this Agreement to another party shall also send a copy of such notice to TxDOT at the following address: Texas Department of Transportation Attention: Project Finance, Debt & Strategic Contracts Division 125 E 11" Street Austin, TX 78701-2483 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 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A nv w� Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 17 of 17 REV 07/2018 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. Any party may designate any other address for this propose by written notice to all other parties; TxDOT may designate another address by written notice to all parties. Copies of formal documents may be transmitted electronically for courtesy purposes. 22. Approvals. Any acceptance, approval, or any other like action (collectively "Approval") required or permitted to be given by the DB Contractor, the Owner or TxDOT pursuant to this Agreement: (a) Must be in writing to be effective (except if deemed granted pursuant hereto); (b) Shall not be unreasonably withheld or delayed; and if Approval is withheld, such withholding shall be in writing and shall state with specificity the reason for withholding such Approval, and every effort shall be made to identify with as much detail as possible what changes are required for Approval; and (c) Except for approvals by TxDOT, 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 14 calendar 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 21. 23. Time. (a) Time is of the essence in the performance of this Agreement. (b) All references to "days" herein shall be construed to refer to calendar days, unless otherwise stated. (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. 24. Continuing Performance. In the event of a dispute, the Owner and the DB 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, 25. Equitable Relief. The DB 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 Project. 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 DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 18 of 17 REV 07/2018 of the Project; 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 perfonnance of the Adjustment work hereunder. 26. Authority. The Owner and the DB Contractor each represent and warrant to the other party 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 bind such party to its terns. 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 the terms hereof. 27. Cooperation. The parties acknowledge that the timely completion of the Project will be influenced by the ability of the Owner (and its contractors) and the DB Contractor to coordinate their activities, communicate with each other, and respond promptly to reasonable requests. Subject to the terns and conditions of this Agreement, the Owner and the DB Contractor agree to take all steps reasonably required to coordinate their respective duties hereunder in a manner consistent with the DB Contractor's current and future construction schedules for the Project. 28, Termination. If the Project is canceled or modified so as to eliminate the necessity of any Adjustment work, then the DB Contractor shall notify the Owner in writing and the DB Contractor 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 terns and conditions for handling the respective rights and liabilities of the parties relating to such termination. 29. Nondiscrimination. Each party hereto agrees, with respect to the work performed by such party pursuant to this Agreement that such party shall not discriminate on the grounds of race, color, sex, national origin or disability in the selection and/or retention of contractors and consultants, including procurement of materials and leases of equipment. 30. Applicable Law Jurisdiction 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)]. 31. Relationship of the Parties. This Agreement does not in any way, and shall not be construed to, create a principal/agent or joint venture relationship between the parties hereto and under no circumstances shall the Owner or the DB Contractor be considered as or represent itself to be an agent of the other. The doctrine of respondeat superior shall not apply. 32. Waiver of Consequential Damages. 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. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Ar— Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 19 of 17 REV 07/2018 33. No Waiver of Privileges or Immunities._ The Owner does not waive any privilege or immunity it enjoys by virtue of being a governmental entity. Specifically, the Owner does not waive any sovereign or governmental immunity conferred upon it. 34. Cautions. 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. 35. 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 (1) and the same instrument. This Agreement may be executed by electronic signature. 36. Effective Date. This Agreement shall become effective upon the later of (a) the date of signing by the last party (either the Owner or DB Contractor) signing this Agreement, and (b) the date of TxDOT's approval as indicated by the signature of TxDOT's representative below. DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A .,.,...gym. Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 20 of 17 REV 07/2018 APPROVED BY: TEXAS DEPARTMENT OF TRANSPORTATION By: David M. Salazar, Jr.. P.E. Uond4nodtry: By: COMEWAM1411. ".a M Sr ' ps. Autnonzed signature District Engineer (or designee) OWNER By: City of Fort Worth u«ultgntda uy' 1/ "� bCFI w By5pQAA4caua f t7A Dana Burghdoff Assistant City Manager 11/21/2023 Date: 12/7/2023 Date: Recommended for Approval E uus+�eda,:G.aris hrc v C 45.i4$W4Clt'4 Chris Harder, P.E. Title: Director, Water Department UgXu'%Mtd by; "orm and Legality: Evew��: Douglas W. Black Sr. Assistant City Attorney M&C No. Date: " uocuNgnedbI ll:Yt AnJAS:tAdL Jannette S. Goodall City Secretary DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A Texas Department of Transportation Form DB-ROW-U-PUAA-DM Page 21 of 17 REV 07/2018 DB CONTRACTOR By: Jay Knez uo«Us+med tit., By: relur Duly Authorized Representative Project Director South -Point Constructors, a Joint Venture Date: 11/17/2023 DocuSlgn Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A �r Texas Department of Transportation Form DB-ROW-U-UAAA-DM Page 1 of 6 REV 07/2018 EXHIBIT A County: Tarrant ROW CSJ No.: 0008-13-242, 0172- 06-098 Const. CSJ No.: 0008-13-125, 0172- 06-080 Highway: IH2O, IH820, US287 Fed. Proj. No.: F-2022(,675) Limits: IH2O from Forest Hill Drive to Little Road, IH820 from IH2O to Brentwood Stair Road: and US287 from Sublett Road to Village Creek Road PLANS, SPECIFICATIONS, COST ESTIMATES AND ALLOCATION DocuSign Envelope ID: OF422CE5-DA7A-48A2-AEDD-DEF09AD5C66A �r Texas Department of Transportation Form DB-ROW-U-UAAA-DM Page 2 of 6 REV 07/2018 EXHIBIT B County: Tarrant ROW CSJ No.: 0008-13-242, 0172- 06-098 Const. CSJ No.: 0008-13-125, 0172- 06-080 Highway: IH2O, IH820, US287 Fed. Proj, No.: F-2022(675) Limits: IH2O from Forest Hill Drive to Little Road: IH820 from IH2O to Brentwood Stair Road: and US287 from Sublett Road to Village Creek Road UTILITY ADJUSTMENT AGREEMENT AMENDMENT (DB-ROW-U-UAAA-DM) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Texas Department of Transportation Subject of the Agreement: Southeast Connector M&C Approved by the Council? * Yes ❑ No 0 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑✓ No ❑ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If different from the approval date. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. 104513 *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.