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2016-029ORDINANCE NO 2016 -029 AN ORDINANCE OF THE CITY COUNCIL OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE THE "UTILITY ADJUSTMENT AGREEMENT AMENDMENT 003 FOR PROJECT UTILITY ADJUSTMENT AGREEMENT NO. 35E -U- 0503" WHICH AMENDS THE ORIGINAL "PROJECT UTILTY ADJUSTMENT AGREEMENT" IN THE AMOUNT OF $436,470.09; FACILITATING AND AUTHORIZING WATER AND WASTEWATER LINE RELOCATIONS FOR THE INTERSTATE HIGHWAY 35E PROJECT, IN SUBSTANTIAL CONFORMITY WITH THE PREVIOUSLY EXECUTED TEXAS DEPARTMENT OF TRANSPORTATION AGREEMENTS WITH THE DEVELOPER, AGL CONSTRUCTORS, WHICH IS A CONSORTIUM COMPOSED OF ARCHER WESTERN CONTRACTORS, LLC, GRANITE CONSTRUCTION CO. AND THE LANE CONSTRUCTION COMPANY; AND THE TEXAS DEPARTMENT OF TRANSPORTATION; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Interstate Highway 35 East widening project (the "Project ") involves and flows through the City of Denton, Texas ( "City "); the Project entails, among other things, the relocation of water and wastewater utility facilities and infrastructure owned and operated by the City; and WHEREAS, pursuant to a "Comprehensive Development Agreement" ( "CDA ") which has been previously entered into by and between the Texas Department of Transportation ( "TxDOT ") and the Developer; the Developer has undertaken the obligation to design, construct, and potentially maintain the Project, which includes the relocation, or other necessary adjustment of existing utilities facilities and infrastructure that are impacted by the Project; and WHEREAS, by the Project Utility Adjustment Agreement ( "PUAA ") previously entered into by and between the City and the Developer, and approved by TxDOT, such agreement provides for the adjustment of certain water and wastewater utilities owned and operated by the City; and WHEREAS, it has become necessary to modify and amend the Project Utility Adjustment Agreement ( "PUAA ") entered into on March 3, 2015, to further add to or adjust the City's water and wastewater facilities and infrastructure, namely various City water and wastewater lines along the Interstate Highway 35 East corridor, and the City and Developer propose entering into Utility Adjustment Agreement Amendment No. 003 ( "35E -U -503- 003 "), which covers adjustments not covered under the original PUAA, as well as to provide for the terms and conditions which are required by the proposed Utility Adjustment Agreement Amendment No. 003; and WHEREAS, the City Council finds that this ordinance is in the public interest and accordingly; NOW THEREFOR THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the Preamble to this ordinance are hereby incorporated by reference into this Ordinance. SECTION 2. The City Manager, or his designee is hereby authorized to execute the Utility Adjustment Agreement Amendment 003 for Project Utility Adjustment Agreement No. 35E -U -503 -003 ( "Amendment No. 003 to PUAA ") for water and wastewater facilities and infrastructure relocations for the Interstate Highway 35 Project, with the Developer, AGL Constructors, LLC; such Agreement to be approved by the Texas Department of Transportation, in substantially the form of the "Amendment No. 003 to PUAA" which is attached hereto as Exhibit "A,',' and is incorporated herewith by reference. SECTION 3. The City Manager or his designee is hereby authorized to expend funds as provided for in the attached "Amendment No. 003 to PUAA" for Project betterments at the time the payment obligation arises, once the Amendment No. 003 to PUAA document is fully executed and delivered by all parties thereto, and the Project approved upon its completion by the City. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. ATTEST: JENNIFER WALTERS, CITY SECRETARY By:, : Al'" OVIa S TO LEGAL FORM: AN TA BURGESS, CITY A "C"T � l E Y City of Denton Utility Adjustment Agreement Amendment 003 For Project Utility Adjustment Agreement 35E -U -0503 (Conflict ID 503 -068A, 503 -076 & 503 -077) IH35E From IH 635 to US 380 Water Relocation Segment 4 Utility Owner Copy Table of Contents Utility Adjustment Agreement Amendment 35E -U- 0503 -003 1.) Transmittal Memo 2.) Utility Assembly Checklists - Utility Adjustment Checklist - UM No Conflict Sign -Off Form - UDC No Conflict Sign -Off Form 3.) Executed Project Utility Adjustment Agreement "Exhibit A" - Utility Adjustment Plans & Specifications - Utility Adjustment Cost Estimate 4.) Utility Joint Use Acknowledgment (UJUA) "Exhibit C" 5.) ROW Map A 6 ( CONSTRUCTORS ARCHER WESTERN • GRANITE • I.ANV December 4, 2015 Mr. Don Toner SR/WA North Texas CDA Program Lead TXDOT — Strategic Projects Division 3301 W. Airport Freeway, Ste 100 Bedford, Texas 76021 817 -508 -7654 Fax 817 - 685 -7561 RE: Utility Adjustment Agreement Amendment (UAAA), 35E -U- 0503 -003, City of Denton, CSJ -R No. 0195 -03 -072, CSJ -C No. 0196 -03 -050, Limits: From US 77 South of Denton To IH 35W Dear Mr. Toner, AGL Constructors would like to submit this Utility Adjustment Agreement Amendment (UAAA) Assembly 35E -U- 0503 -003 for your approval. This Assembly Package is for adjustment of City of Denton facilities located within the IH35E Managed Lanes corridor. Based on review of existing city facilities located within the limits of the attached plan set, AGL has analyzed the following waterlines to conflict with the proposed widening along IH35E: Adjustment of Conflict ID 503 -068A: The relocation of Conflict ID 503 -068A will consist of the installation of approximately 601f. of 12" D.I. waterline, 4981f. of 12" PVC C900 waterline, 361f. of 6" PVC C900 waterline, 35 If. of 2" PVC C900 waterline, 129 If. of 1" copper waterline, and appropriate appurtenances from ML Station 1984 +53 to ML Station 1989 +70. Abandonment will consist of 6301f. of 6" waterline. The proposed extension of 503 -068, for the majority of installation, falls outside of TXDOT and eliminates the need to relocate conflict 503 -076. The relocation will connect to an existing 8" waterline on the southwest side of IH 35E and north side of Underwood Street at ML Station 1989 +70. The proposed 12" waterline will travel north for 2 If., turn east, travel for 2 If., and split. The newly introduced 1" copper waterline will travel north for 26 If. and connect to an existing water meter. The initial 12" PVC waterline will continue east for 22 If., change pipe material from PVC to D.I., continue east for 20 If., change pipe material from D.I. to PVC, continue east for 8 If., and split. The newly introduced 1" copper waterline will travel south for 38 If. and connect to an existing water meter. The initial 12" PVC waterline will continue east for 11 If., and split. The newly introduced 6" waterline will travel north for 9 If. and connect to an existing fire hydrant. Halfway along the 91f. 6" waterline the relocation will reduce to a 2" line, travel west for 16 If., turn north, travel 11 If., and connect to an existing 2" waterline at ML Station 1989 +33. The initial 12" waterline will continue east for 75 If. and split. The newly introduced 1" copper waterline RS ABM I VPV#W a IA MIA ip tl,N-V QP MW. A10 1 � r Ind RE: Utility Adjustment Agreement Amendment (UAAA), 35E -U- 0503 -003, City of Denton, CSJ -R No. 0195 -03 -072, CSJ -C No. 0196 -03 -050, Limits: From US 77 South of Denton To IH 35W will travel north for 17 If. and connect to an existing water meter. The initial 12" waterline will continue east for 8 If. and split. The newly introduced 2" waterline will travel south for 8 If. and connect to an existing 2" waterline at ML Station 1988 +28. The initial 12" waterline will continue east for 152 If. and split. The newly introduced 1" copper waterline will travel north for 18 If. and connect to an existing water meter. The initial 12" waterline will continue east for 28 If. and split. The newly introduced 1" copper waterline will travel south for 30 If. and connect to an existing water meter. The initial 12" waterline will continue east for 11 If. and split. The newly introduced 6" waterline will travel south for 27 If. and connect to an existing 6" waterline at ML Station 1986 +42. The initial 12" waterline will continue east for 7 If., change pipe material from PVC to D.I., continue east for 20 If., change pipe material from D.I. to PVC, continue east for 143 If., turn southeast, travel for 13 If., change pipe material from PVC to D.I., continue southeast for 20 If., change pipe material from D.I. to PVC, continue southeast for 10 If., turn east, travel 5 If., and connect to conflict 503 -068 at ML Station 1984 +53. Adjustment of (:"oi lict ID 503 - 0„76: The work on Conflict ID 503 -076 will consist of the abandonment of approximately 2999 If. of 8" waterline. The waterline is located adjacent to the IH 35E SBFR and on the University of North Texas property from North Texas Blvd to Bonnie Brae that had been identified to conflict with the proposed improvements and reconstruction for IH 35E. Adjustment of Conflict ID 503 -077: The work on Conflict ID 503 -077 will consist of the abandonment of approximately 1519 If. of 8" waste waterline. The waste waterline is located adjacent to the IH 35E SBFR and on the University of North Texas property that had been identified to conflict with the proposed improvements and reconstruction for IH 35E. The abandonment of the existing facilities shall be completed in accordance with AGL's Demolition and Abandonment Plan, UAR requirements, and details that are identified in the attached plans. All existing facilities identified in this immediate area that are not being adjusted at this time will be recorded under a future Abbreviated Utility Assembly to be executed in accordance with the Development Agreement (DA). In accordance with the DA, replacement cost for "like kind" relocations associated with this adjustment are 100% compensable to the City of Denton. All work being completed under this UAAA shall be completed by AGL and or their subcontractors. The total cost to relocate the City of Denton facilities is $436,470.09. The breakdown of cost based on the Right of Way CSJ's are as follows: CSJ 0195 -03- 072 =100% ($436,470.09). A, „ ARCHER WO 0 &4r Y�1 �r 10u �AWRWP . P A.Ma U +: RE: Utility Adjustment Agreement Amendment (UAAA), 35E -U- 0503 -003, City of Denton, CSJ -R No. 0195 -03 -072, CSJ -C No. 0196 -03 -050, Limits: From US 77 South of Denton To IH 35W The current schedule for beginning the work under this UAAA is anticipated to begin on or about January 19, 2016 and shall be completed in advance of March 1, 2016. We respectfully recommend your approval of this Utility Adjustment Agreement Amendment (35E- U- 0503 -003) as submitted. If you have any questions or require additional information, please contact me through the information provided below. Sincerely, Email: rkrog@ltraengineers.com Cc: AGL Document Control m0- If IH35- Checklist Rev. 11/2012 Page 1 of 4 TxDOT UTILITY ADJUSTMENT CHECKLIST (To be included with submittal) U -No.: 35E -U- 0503 -003 Utility Owner Name: City of Denton County: Denton Jurisdictions: 0195 -03 -072 Estimated Dollar Amount of Utility Adjustment /Cost to Developer: $436,470.09 ROW CSJ No.: 0195 -03 -072 Construction CSJ No.: 0196 -03 -050 Section or Segment Number: Segment 4 ® Actual Cost or ❑ Lump Sum (Check one) Federal -Aid ROW Project No.: IM 0356 (43 8) Alternate Procedure Approval Date: September 4, 2013 Highway Station Limits (To & From): IH35E — Segment 4: ROW CSJ 0195 -03 -072 From: US 77 South of Denton To: IH 35W Description/Scope of Work: A diustment Utility Lines 503 -06�A, .Q3 076 and 503 -077: Relocation will consist of 601f. of 12" D.I. waterline, 4981f. of 12" PVC C900 waterline, 361f. of 6" PVC C900 waterline, 35 If. of 2" PVC C900 waterline, 1291f. of 1" copper waterline, and appropriate appurtenances from ML Station 1984 +53 to ML Station 1989 +70. Abandonment will consist of 6301f. of 6" waterline, 2999 If. of 8" waterline and 1519 If. of 8" waste waterline. 1. Yes ® No ❑ N/A ❑ Approved & current ROW Maps on file with TxDOT? 2. Yes ® No ❑ N/A ❑ Is the Utility Adjustment within the Facility ROW limits or directly related to work required within Facility ROW limits? =0 If IH35- Checklist Rev. 11/2012 Page 2 of 4 3. Yes ® No ❑ N/A ❑ 4. Yes ® No ❑ N/A ❑ Are explanations and clarifications included in the transmittal to describe unique conditions affecting the Utility? Have (3) identical originals of the Utility Assembly with plans been submitted, of which one original should be color- coded? 5. 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? 6. Yes ® No ❑ N/A ❑ Have the existing and proposed Utility facilities been plotted on the ROW map and attached with this submission? 7. Yes ® No ❑ N/A ❑ Have the Utility Adjustments been designed for the Proposed Configuration? 8. Yes ® No ❑ N/A ❑ Has the Utility Owner signed the plans for a Developer Managed PUAA (DM)? 9. Yes ❑ No ❑ N/A ® Has the Utility Owner signed the plans for an Owner Managed (OM) PUAA that allows for the Developer to design for the Utility Adjustment? 10. Yes ❑ No ❑ N/A ® If the agreed sum method has been marked, has a detailed, itemized estimate and matching plans been provided? 11. Yes ® No ❑ N/A ❑ Is the Utility consultant- engineering contract reviewed and approved by the Developer's Utility Manager (UM)? 12. Yes ® No ❑ N/A ❑ Are all forms submitted complete and correct for the situation/circumstance of the Utility Adjustment? 13. Yes ❑ No ❑ N/A ® Has the Statement Covering Utility Construction Contract Work (TxDOT Form ROW -U -48) been submitted for work completed by an owner - managed contractor? 14. Yes ® No ❑ N/A ❑ Is the Utility Assembly folded so as to fit into an 8.5" x 11" file? 15. Yes ❑ No ® N/A ❑ Are any of the proposed Utility facilities installed longitudinally inside the control of access, excluding areas near ramp terminals? 16. Yes ❑ No ❑ N/A ® 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 =M* 'if IH35- Checklist Rev. 11/2012 Page 3 of 4 calculated with Barlow's. The Barlow calculation must be shown with the submission. 17. Yes ❑ No ❑ N/A ® If the pipeline is unencased, is there adequate coating, wrapping and cathodic protection? 18. Yes ❑ No E] N/A ® Are replacement Utility ROW charges justified and supported? 19. Yes ❑ No I] N/A ® If yes to #18, is an affidavit and an ownership instrument (i.e. easement, license or deed) included? 20. Yes ® No ❑ N/A ❑ Do Utility Adjustment plans demonstrate Utility Accommodation Rules compliance, including minimum depth of cover from proposed grade and casing requirements? 21. Yes ®No ❑ N/A ❑ Is the proposed Utility Adjustment shown on the plans with stationing and offsets from centerline, edge of pavement, or ROW lines? 22. Yes ® No ❑ N/A ❑ Are backfill requirements met? 23. Yes ❑ No ❑ N/A ® Is a schedule of work provided by /required of the Utility Company 24. Yes ❑ No ® N/A ❑ 25. Yes ❑ No ❑ N/A 26. Yes ❑ No ❑ N/A 27. Yes ❑ No ❑ N/A 28. Yes ❑ No ❑ N/A 29. Yes ❑ No ❑ N/A 30. Yes ® No ❑ N/A ❑ 31. Yes ® No ❑ N/A ❑ 32. Yes ❑ No ® N/A ❑ 33. Yes ® No ❑ N/A ❑ 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? Has a recommendation for approval been stated on the transmittal memorandum? =Mp�_ If IH35- Checklist Rev. 11/2012 Page 4 of 4 34. Yes ® No ❑ N/A ❑ Is the Utility Adjustment in only one jurisdiction? 35. Yes ❑ No ❑ N/A ® If the Utility Adjustment is in more than one jurisdiction, have the percentages in each jurisdiction been detailed in the transmittal memorandum? 36. Yes ® No ❑ N/A ❑ Are the sign -off forms attached? 37. Yes ® No ❑ N/A ❑ Have the plans for the Utility Adjustment been sealed by a Registered Professional Engineer? Prepared by: /111/1" Utility Design Co inator.... ­ � mmm_,.._..... �...- Approvedby: 4�24 . . . ........................ ------ - - - - - - - ------ _----------_- - Utility ManI Recommended for Approval by: Quality Control Date: Comments: IH35E- USO -UM Rev. 6/2013 Page 1 of I Utility Manager: Date plans received: Utility Company: Assembly "U" number: Type of Utilities: Date on Utility's plans: Developer's Utility Manager Utility No Conflict Sign -Off Form Rich Krog 11/30/15 City of Denton 35E -U- 0503 -003 Waterline 11/30/15 No. of sheets in Utility's plans: 15 I, the Utility Manager (UM) working on behalf of the Developer (AGL) certify that a review of the above referenced Utility plans concerning the proposed highway improvements on the IH 35 Managed lanes has been completed and have not identified any conflicts between the Utility's proposed relocation and any existing and /or proposed Utilities. The proposed Utility plans conform to Title 43, Texas Administrative Code, Section 21.31 — 21.56 of the Utility Accommodation Rules. Check box if there are any areas of concern and insert comments below: Print Name: Sign Name: (UDC) _ m bate: 6 . Utility Coordination Firm Name: LTRA This form must be completed /signed and included in each Utility Assembly submitted to the Texas Department of Transportation. =M* If IH35E -USO -UDC Rev. 6/2013 Page 1 of 1 Utility Design Coordinator: Date plans received: Utility Company: Assembly "U" number: Type of Utilities: Date on Utility's plans: Developer's Utility Design Coordinator Utility No Conflict Sign -Off Form Joseph Murphy 11/30/15 City of Denton 35E -U- 0503 -003 Waterline 11130/15 No. of sheets in Utility's plans: 15 I, the Utility Design Coordinator (UDC) on behalf of the Developer (AGL ) certify that a review of the above referenced Utility plans concerning the proposed highway improvements on the IH 35 Managed Lanes has been completed and have not identified any conflicts between the Utility's proposed relocation and any design features. Design features include but are not limited to pavement structures, drainage facilities, bridges, retaining walls, traffic signals, illumination, signs, foundations, duct/conduit, ground boxes, erosion control facilities, water quality facilities and other Developer- Managed Utilities. Any design changes to the IH 35 Managed Lanes roadway after the signing of this form will be coordinated through the Developer's Utility Manager and the affected Utility Owner. ❑ Check box if there are any areas of concern and insert comments below: Print Name: (UDC) Joseph Murphy Date: Utility Design Coordinator (UDC) Sign Name: (UDC) Date: Utility Coordination Firm Name: LIRA This form must be completed /signed and included in each Utility Assembly submitted to the Texas Department of Transportation. Texas Department of Transportation Form TxDOT- DA- U- 35A -DM -IH 35E Page 1 of 6 Rev. 08/12 County: Denton Highway: IH 35E Limits: From: US 77 South of Denton To: IH 35W Fed. Proj. No.: IM 0356 (438) ROW CSJ No.: 0195 -03 -072 Const. CSJ No.: 0196 -03 -050 UTILITY ADJUSTMENT AGREEMENT AMENDMENT (Developer Managed) (Amendment No. 003 to Agreement No.: 35E -U -05031 THIS AMENDMENT TO PROJECT UTILITY ADJUSTMENT AGREEMENT (this "Amendment "), by and between AGL Constructors, hereinafter identified as the "Developer ", and the City of Denton, 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 toll project identified above (the "Project ", as more particularly described in the "Original Agreement ", defined below); and WHEREAS, pursuant to that certain Development Agreement ( "DA ") by and between TxDOT and the Developer with respect to the Project, the Developer has undertaken the obligation to design, construct, and potentially maintain the Project, including causing the removal, relocation, or other necessary adjustment of existing utilities impacted by the Project (collectively, "Adjustment "); and WHEREAS, the Owner and Developer are parties to that certain executed Project Utility Adjustment Agreement designated by the "Agreement No." indicated above, as amended by previous amendments, if any (the "Original Agreement'), which 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 add the adjustment of Owner facilities not covered 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: 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 ; 365451 3.DOC Texas Department of Transportation Form TxDOT- DA- U- 35A -DM -IH 35E Page 2 of 6 Rev. 08/12 Relocation will consist of 60 If. of 12" D.I. waterline, 498 If. of 12" PVC C900 waterline, 36 If. of 6" PVC C900 waterline, 35 If. of 2" PVC C900 waterline, 129 If. of 1" copper waterline, and appropriate appurtenances from ML Station 1984 +53 to ML Station 1989 +70. Abandonment will consist of 630 If. of 6" waterline, 2999 If. of 8" waterline and 1519 If. of 8" waste waterline. (b) The Plans, as defined in Paragraph 1 of the Original Agreement, are hereby amended to add thereto the 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 same manner as if this Amendment were the Original Agreement. If the Owner claims an Existing Interest for any of the Additional Owner Utilities, documentation with respect to such claim shall be submitted to TxDOT as part of this Amendment and the attached Plans, in accordance with Paragraph 15(a) of the Original Agreement. 1.2 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) Developer agrees to reimburse the Owner its share of the Owner's 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. 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 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 (ii) 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. 1.3 Advancement of Funds by Owner for Construction Costs. (a) Advancement of Owner's Share, if any, of estimated costs 365451 3.DOC Texas Department of Transportation Form TxDOT- DA- U- 35A -DM -IH 35E Page 3 of 6 Rev. 08/12 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 Developer's respective shares of the estimated costs. The Owner shall advance to the Developer its allocated share, if any, of the estimated costs for construction and engineering work to be performed by Developer, 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 Developer and Owner are listed below. [Insert terms of advance funding to be agreed between Developer and Owner.] (b) Adjustment Based on Actual Costs or Agreed Sum [Check the one appropriate provision, if advancement of funds is required]: The Owner is responsible for its share of the Developer 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 Amendment, (i) the Owner shall pay to the Developer 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 Developer 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. 1.4 Paragraph intentionally left blank. 1.5 Responsibility for Costs of Adjustment 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 Developer 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. 1.6 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. Texas Department of Transportation Form TxDOT- DA- U- 35A -DM -IH 35E Page 4 of 6 Rev. 08/12 ❑ 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]:ww. The Developer has provided to the Owner comparative estimates for (i) all work to be performed by the Developer 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 Developer work under this Amendment which is attributable to Betterment is $ , calculated by subtracting (ii) from (i). The percentage of the total cost of the Developer work under this Amendment which is attributable to Betterment is _ %, calculated by subtracting (ii) from (i), which remainder is divided by (i). (b) If Paragraph 1.6(a) identifies Betterment, the Owner shall, after proof of implementation of betterment, advance to the Developer in sixty (60) days from receipt of invoice from Developer, the cost attributable to Betterment as set forth in Paragraph 1.6(a). ❑ The estimated cost stated in Paragraph 1.6(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. j The Owner is responsible for the Developer's actual cost for the identified Betterment. Accordingly, upon completion and acceptance by Owner of all Adjustment work to be performed by both parties pursuant to this Agreement, (i) the Owner shall pay to the Developer the actual cost of the Betterment (determined as provided below in this paragraph). Any additional payment by the Owner shall be due within sixty (60) calendar days after the Owner's receipt of the Developer's invoice therefor, together with supporting documentation including proof of implementation;. The actual cost of Betterment incurred by the Developer shall be calculated by multiplying (i) the Betterment percentage stated in Paragraph 1.6(a), by (ii) the actual cost of all work performed by the Developer pursuant to this Agreement (including work attributable to the Betterment), as invoiced by the Developer 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. (d) If Paragraph 1.6(a) identifies Betterment, the amount allocable to Betterment in Owner's indirect costs shall be determined by applying the percentage of the Betterment calculated in Paragraph 1.6(a) to the Owner's indirect costs. The Owner's invoice to the Developer for the Developer's share of the Owner's indirect costs shall credit the Developer with any Betterment amount determined pursuant to this Paragraph 1.6(a). (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 Developer for its costs shall credit the Developer with the salvage value for such materials and /or parts 1.7 Miscellaneous. 365451 3.DOC Texas Department of Transportation Form TxDOT- DA- U- 35A -DM -IH 35E Page 5 of 6 Rev. 08/12 (a) Owner and Developer 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. (b) [Include any other proposed amendments allowed by applicable law. ] 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 Developer, for the preparation of the Plans and the Adjustment of the Owner Utilities be deemed to be amended hereby. (d) This Amendment shall become effective upon the later of (a) the date of signing by the last party (either the Owner 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. 365451 3.DOC Texas Department of Transportation Form TxDOT- DA- U- 35A -DM -IH 35E Page 6 of 6 Rev. 08/12 APPROVED BY: TEXAS DEPARTMENT OF TRANSPORTATION Authorized Signature Printed Name: Donald C. Toner, Jr., SR/WA Director — Strategic Projects Right of Way Strategic Projects Division Date: ATTEST: JENNIFER WALTERS, CI "Y SECRETARY BY: M �. A l'Pk VED VTO LEGAL FORM: A1`I°1 A BI;PILiEa, h11"' ATTORNEY BY:. 365451 3.DOC DEVELOPER OWNER CITY OF I;IIa'NTON, Icy. 1 11 v 1 ArthOrirecl R i °csenlative Printed Name: Qeor C CCm °,tnn0ell Title: City "t Date: Item -A UT -93 - City of Denton CITY Unit 12" x 8" Reducer 12" x 6" Tee 6" plug, 8" Plug 2" waterline 2" service tap (Tapping Saddle) 6" PVC Waterline 12" PVC Waterline 12" DI Waterline 6" Gate Valve 8" Gate Valve 12" Gate Valve Residential Service Meter Connection FH Assembly (Connect Existing) Abandonment & Removal (6" WL) Mill and Replace HMAC Pavement @ 7" Lime Stabilization @ 6" CIP Intersection Flume "goopm 'Ge "l1Dl Abandonment & Removal (8" WL) Abandonment & Removal (8 " City Inspection City Engineering Unit Cost Subtotal 1, EA $ 350.00 $ 350.00 2 EA $ 250.00 $ 500.00 2 EA $ 250.00 $ 500.00 1 EA $ 250.00 $ 250.00 35 LF $ 85.00 $ 2,975.00 2, EA $ 350.00 $ 700.00 36 LF $ 110.00 $ 3,960.00 498 LF $ 145.00 $ 72,210.00 60 LF $ 160.00 $ 9 „600.00 2 EA $ 1,500.00 $ 3,000.00 1 EA $ 1,700.00 $ 1, „700.00 2 EA $ 2,500.00 $ 5,000.00 5 EA $ 600.00 $ 3,000.00 1 EA $ 1,000.00 $ 1,000.00 630 LF $ 10.00 $ 6,300.00 1722 SY $ 53.17 $ 91,558.74 1722 SY $ 6.52 $ 11,227.44 5 CY $ 180.00 $ 900.00 999 LF $ 10.00 $ 29,990.00 1519 LF $ 10.00 $ 120 11 R $ 95.00 $ 160 1-1R $ 325.00 $ Civil Subtotal *AGL OH &P 35.009/. $ $ 323,311.18 $ GRAND TOTAL $ 15,190.00 11,400.00 52,000.00 323,311.18 113,158.91 436,470.09 *OH &P - (Overhead and Profit 35 %) - Spread Factor incorporating: 1) Indirect Costs of Labor + Burden, Temporary Materials, Equipment, Equipment Operating Expense, and Subcontract. 2) Cost Add -ons of Insurances, Labor Escalation, Fuel Escalation, Joint Venture Management /Sponsor Fee, Contingency, Texas Franchise Tax, and Bond. 3) Fee and 4) Design Note: Spread factors were provided to TxDOT in the Estimate Recap of the Escrow Documents and are proprietary and confidential to the AGL Joint Venture, UTILITY JOINT USE ACKNOWLEDGEMENT Form ROW -U- JUAA -DA (Rev. 11/12) Page 1 of 2 U- Number:35E -U- 0503 -003 ROW CSJ: 0195 -03 -072 County: Denton District: Dallas Highway: IH 35E Federal Project No.: IM 0356 (438) From: US 77 South of Denton Projected Highway Letting Date: 11/18/13 To: IH 35W WHEREAS, the State of Texas, ( "State "), acting by and through the Texas Department of Transportation ( "TxDOT'), proposes to make certain highway improvements on that section of the above - indicated highway; and WHEREAS, the City of Denton, ( "Utility "), proposes to adjust or relocate certain of its facilities, if applicable, and retain title to any property rights it may have on, along or across, and within or over such limits of the highway right of way as indicated by the location map attached hereto. NOW, THEREFORE, in consideration of the covenants and acknowledgements herein contained, the parties mutually agree as follows: It is agreed that joint usage for both highway and utility purposes will be made of the area within the highway right of way limits as such area is defined and to the extent indicated on the aforementioned plans or sketches. Nothing in this Acknowledgement shall serve to modify or extinguish any compensable property interest vested in the Utility within the above described area. If the facilities shown in the aforementioned plans need to be altered or modified or new facilities constructed to either accommodate the proposed highway improvements or as part of Utility's future proposed changes to its own facilities, Utility agrees to notify TxDOT at least 30 days prior thereto, and to furnish necessary plans showing location and type of construction, unless an emergency situation occurs and immediate action is required. If an emergency situation occurs and immediate action is required, Utility agrees to notify TxDOT promptly. If such alteration, modification or new construction is in conflict with the current highway or planned future highway improvements, or could endanger the traveling public using said highway, TxDOT shall have the right, after receipt of such notice, to prescribe such regulations as necessary for the protection of the highway facility and the traveling public using said highway. Such regulations shall not extend, however, to requiring the placement of intended overhead lines underground or the routing of any lines outside of the area of joint usage above described. If Utility's facilities are located along a controlled access highway, Utility agrees that ingress and egress for servicing its facilities will be limited to frontage roads where provided, nearby or adjacent public roads and streets, or trails along or near the highway right of way lines which only connect to an intersecting road. Entry may be made to the outer portion of the highway right of way from any one or all access points. Where supports, manholes or other appurtenances of the Utility's facilities are located in medians or interchange areas, access from the through- traffic roadways or ramps will be allowed by permit issued by the State to the Utility setting forth the conditions for policing and other controls to protect highway users. In an emergency situation, if the means of access or service operations as herein provided will not permit emergency repairs as required for the safety and welfare of the public, the Utility shall have a temporary right of access to and from the through- traffic roadways and ramps as necessary to accomplish the required repairs, provided TxDOT is notified immediately when such repairs are initiated and adequate provision is made by Utility for the convenience and safety of highway traffic. Except as expressly provided herein, the Utility's rights of access to the through- traffic roadways and /or ramps shall be subject to the same rules and regulations as apply to the general public. MA Utility Form ROW - U- J UAA -DA (Rev. 11/12) Page 2 of 2 If Utility's facilities are located along a non - controlled access highway, the Utility's rights of ingress and egress to the through- traffic roadways and /or ramps are subject to the same rules and regulations as apply to the general public. Participation in actual costs incurred by the Utility for any future adjustment, removal or relocation of utility facilities required by highway construction shall be in accordance with applicable laws of the State of Texas. It is expressly understood that Utility conducts the new installation, adjustment, removal, and /or relocation at its own risk, and that TxDOT makes no warranties or representations regarding the existence or location of utilities currently within its right of way. The Utility and the State, by execution of this Acknowledgement , do not waive or relinquish any right that they may have under the law. The signatories to this Acknowledgement warrant that each has the authority to enter into this Acknowledgement on behalf of the party represented. IN WITNESS WHEREOF, the parties hereto have affixed their signatures. Owner: a City of Denton Name of Utility �N- G print or Type Name Title: 0/ y Date: I#nitial Date Utility T.7 Fe�_- The State of Texas Executed and approved for the Texas Transportation Commission for the purpose and effect of activating and /or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By: Date: Donald C. Toner, Jr. SRNVA Director — Strategic Projects Right of Way Strategic Projects Division Texas Department of Transportation Statement of Work U -48 Not Applicable Developer Managed Agreement AGL will complete work under this PUAA Affidavit Not Applicable No Utility Owner Property Interest at this Location Quitclaim Deed Not Applicable No Utility Owner Property Interest at this Location oe Lo LU Ld Ln ui Ln Ld LL HH s dy F W a ovi � o n irJ YM1 EL r r�F Y u n N YiNf, ©NVptl .f F k A VM t71v3 G Br£Z 3 3 6dSCH r iV YI w S I 1 41gf PJ Y \, �8.. \ C_.If 1 �n J0 mss+ Z� 010 .utl3YVNUCINI+dV -,. ��``r I ` r 1N3WNtldNY9tl O'li392lG a31V. ®N3 35£ £ HI £•scbwz 11 N w It•�NCI u�"q" �i -� " {�.v. �.�r. ,ill M'S 4b idh l U]1tlM NIOid d 9[4+9£b£ti N YIS �pI p 1 Y� sy. ^r� � pI� rte,,. "�✓ / � M1M1 i'N�i"k ~ rrydrj a Q ZZ Q Ic FW W F WZ x Z 00 200 0 N FQ U W a 3 ♦I -1- — I-- !'— —, IVjoQX1z :aegol uad uop'20Z- 3 %fl- N39- lf1- b- 35£Hi %1. :—N a1!3 Ytl � :-!I 5102 /OE /ll :ayap s }oaq- , ( T F m Z Q. 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