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HomeMy WebLinkAboutRes 00-19 Authorizing a Contract with Hillwood Development CorporationTOWN OF WESTLAKE RESOLUTION NO. 00-19 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE TOWN MANAGER TO ENTER INTO A CONTRACT WITH HILLWOOD DEVELOPMENT CORPORATION CONCERNING THE DESIGN ENGINEERING AND CONSTRUCTION OF THE WEST SIDE PUMP STATION AND THE DOVE ROAD WATERLINE. BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That the Board of Aldermen of the Town of Westlake, Texas, do hereby authorize the Town Manager to enter into a contract, attached as Exhibit A, with the Hillwood Development Corporation concerning the design engineering and construction of the west side pump station and the Dove Road waterline. PASSED AND APPROVED ON THIS 27t" DAY OF APRIL, 2000. �- - � /9- 1 � ��- � - Scott Bradley,"Mayor ATTEST: ing Crosswy, Town SeWetary Trent O. Petty, Town Mana r APPROVED AS TO FORM: THE S'T'ATE OF TEXAS § COUNTY OF TARRANT § AGREEMENT FOR THE DESIGN CONSTRUCTION AND PURCHASE OF INFRASTRUCTURE THIS AGREEMENT (this "Agreement") is made and entered into on this MAq jcp-m day of, 2000, by and between the TOWN OF WESTLAKE, TEXAS (hereinafter "Town"), a Type A general law municipality, and HILLWOOD SERVICES, L.P., a Texas limited partnership ("Hillwood"). WHEREAS, the Town is currently in a state of preliminary development; and WHEREAS, the Town desires to construct or have constructed a significant amount of infrastructure improvements in order to accommodate the current and anticipated future growth of the Town; and WHEREAS, Hillwood is a significant landowner within the Town and is currently developing or partnering to develop several large tracts of land within the Town's limits; and WHEREAS, two of the more pressing infrastructure needs for the Town are the West Pump Station and the Dove Road Water Main, both of which will serve land being developed by Hillwood; and WHEREAS, the West Pump Station will include a master metering facility, ground storage tank, high service pump station, interim pressure tank, electrical and control equipment, security fencing, sitework, and appurtenances (collectively the "Pump Station"); and WHEREAS, the Dove Road Water Main will be sized in accordance with the Town's Master Water Plan, and will extend from the Pump Station along future Westlake Parkway, and Dove Road, terminating at the intersection of Dove Road and Precinct Line Road (hereinafter the "Water Main"); and WHEREAS, the construction of the Pump Station and Water Main are required in order for the Town to comply with certain contractual obligations with the City of Fort Worth; and WHEREAS, the Pump Station and Water Main must be constructed in accordance with the Town's Master Water Plan in order to provide for future development, including development by parties other than Hillwood; and WHEREAS, Hillwood agrees to be wholly responsible for the design and construction costs of the Water Main and Pump Station based on an agreed upon calculation of the capacity needed to serve Hillwood development within the Town; and 1 007510.00019:512816.RED WHEREAS, the Town is legally permitted to require Hillwood to fully fund any infrastructure improvements necessary to serve Hillwood development; and WHEREAS, the Town agrees to be responsible for the incremental additional costs of the design and construction of the Water Main and Pump Station which are due solely to the requirements of the Town's Master Plan and which are not necessitated solely by Hillwood development; and WHEREAS, the Water Main and Pump Station shall be collectively referred to herein as the "Project"; and WHEREAS, upon the complete installation of the Project and the acceptance thereof by the Town, the Town shall purchase the Project from Hillwood on the terms contained in this Agreement; and WHEREAS, the Town and Hillwood agree that 52% of the capacity of the Project will serve the area to be developed by Hillwood (the Hillwood Service Area) and 48% of the capacity of the Project will serve the remaining area of the Town (the Town Service Area). NOW THEREFORE, it is agreed between the parties hereto that: I. PREAMBLE All the matters stated above are agreed to be true and correct and are adopted by the parties in their entirety as if reproduced herein. II. DESIGN AND CONSTRUCTION A. Design and Engineering 1. Hillwood and the Town agree that the engineering of the Project shall be undertaken by Carter and Burgess, Inc ("CB") pursuant to "Carter and Burgess Work Order for Design Services No. 991502010" dated August 17, 1999 between Hillwood Development Corporation and CB, as amended by "Amendment to Contract No. 1" dated April 18, 1999 and as further amended by "Amendment to Contract No. 2" dated March 31, 2000 (collectively, the "CB Contract") that has been approved by the Town. The Project shall be designed to comply with the requirements of any applicable Town Plan or Master Plan and any applicable state, local, or federal criteria, including the Town Standards. The Project's engineering shall include the preliminary and final design of the Project, preparation of construction plans, specifications, bidding and contract documents, permitting, administration of the Project's competitive bidding, construction administration, construction cost estimates, and technical support. The bidding, construction documents and contract shall be subject to the review and approval of the Town Attorney. Hillwood will provide at no cost to the Town land and water and utility easements and right-of-way as provided in Section 11, B, 4 hereof. The Town shall also have the right to review and approve any agreement between Hillwood and CB regarding the Project, as a 2 007510.00019:512816.RED prerequisite to the Town's assumption of any costs for engineering and design of the Project. Hillwood will provide at its sole cost any necessary right-of-way, land and water and utility easements. The Town will include in its calculation for reimbursement to Hillwood the cost of necessary right of way, geotechnical investigations, surveying, control staking, construction materials testing, and resident construction for that portion of the Project that occurs outside the Circle T Ranch within the corporate town limits of Westlake. The Town agrees to utilize its power of eminent domain in the process of right of way acquisition for the Project. 2. CB's services under this Agreement shall be subject to a timeline and Project development schedule, which are included on Exhibit, A attached hereto. CB and Hillwood have administered a pre -design conference for the Project, which was attended by a designated Town representative(s). The Project engineering and design are subject to the review and approval of the Town. The Town's scope of review shall include facility routing, capacity, aesthetics, and all other aspects of the Project. The Town will be provided a copy of any construction plans for review and approval. Hillwood will provide a reasonable length of time within the Project development schedule for interim and final review of the engineering, design, and construction documents. Notwithstanding the foregoing, however, Hillwood and the Town have agreed upon and approved the engineering and design elements of the Project as described on the attached Exhibit A (including general configuration of the facilities as shown in the 50% review plan submittal of the construction plans and specifications for the West Pump Station and Dove Road Water Line Project dated February, 2000 prepared by Carter & Burgess). No approval of plans or specifications by the Town shall be construed as representing or implying that improvements built in accordance therewith shall be free of defects. Any such approvals shall in no event be construed as representing or guaranteeing that any improvements built in accordance therewith will be designed or built in a good and workmanlike manner. Neither the Town nor its officers, employees, contractors, and/or agents shall be responsible or liable in damages or otherwise to anyone submitting plans and specifications for approval by the Town for any defects in any plans or specifications submitted, revised, or approved, any loss or damages to any person arising out of approval or disapproval or failure to approve or disapprove any plans or specifications, any loss or damage arising from the noncompliance of such plans or specifications with any governmental ordinance or regulation, nor any defects in construction undertaken pursuant to such plans and specifications. Hillwood agrees that all engineering work performed under the CB Contract will be done in a good and workmanlike manner. Hillwood will contractually obligate the general contractor to perform in a good and workmanlike manner all work and improvements performed or constructed pursuant to this Agreement. B. Construction 1. The Project construction shall be competitively bid, pursuant to the Texas Local Government Code and Town standards, based on the bidding and contract documents provided by CB and approved by the Town Attorney. CB will conduct a mandatory prc-bid conference in accordance with Exhibit A. Following the closing of bids, the Town shall have the final authority to reject or approve any and all bids received. 2. Following the award by the Town of a successful bid for the Project's construction, CB shall hold a pre -construction meeting with the successful bidder and a Town representative(s). CB shall administer monthly construction conferences with the successful bidder and a representative(s) of the Town and Hillwood. Representatives of the Town will be 3 007510.00019:512816.RED provided access to the Project site at all times during construction; however, the Town releases Hillwood from all liability for injury to such representatives while they are on the Project site. 3. The successful bidder shall be required to obtain or require from each contractor or subcontractor performance, payment, and maintenance bonds, in a form acceptable to the Town, on any and all work to be conducted as part of this Agreement. 4. The completed Project shall be subject to the review and approval of the Town. The written approval and acceptance of the Project by the Town is required as a condition to Hillwood's right to reimbursement (as provided below) and as a condition to the Town's right to purchase and use the Project. Hillwood agrees to dedicate the Project (including water and utility easements and right-of-way) to the Town upon the Town's written approval and acceptance of the Project as follows: (a) land for the Pump Station will be dedicated in fee simple; (b) right-of-way for the Water Line and utility duct banks (between Station 143+50 south to Station 149+00 and 160+00 easterly to the west property line of the Fidelity site at approximately Station 199+25 as shown on the drawing for the "Town of Westlake, Texas 20" and 16" Waterline Improvements at Circle T Ranch" prepared by CB pursuant to the CB Contract) will be dedicated in fee simple; and (c) right-of-way for the remainder of the Water Line will be provided in the form of an easement for the Water Line and for the Town specified duct bank which will not exceed two (2) five inch conduits in addition to one (1) 5 inch conduit; (d) Right-of-way, in fee simple title, for Dove Road between Qttinger and Precinct Line Rd. as shown on the Town's Thoroughfare Plan. With respect to the right-of-way provided by easement, Hillwood reserves the right to use the surface and subsurface of the easement area for all purposes that do not unreasonably interfere with the use of the easement area by the Town for the Water Main and conduits. The dedications referenced in this section are generally depicted on attached Exhibit C. The actual dedications will be in accordance with the final placement of the improvements as determined by a registered land surveyor. C. Costs 1. Upon the terms and conditions herein stated, Hillwood agrees to fully fund the design, engineering, and construction costs of the Project as determined by the cost of the CB Contract, the cost of the agreed upon and approved engineering and design elements of the Project described on the attached Exhibit A, and the cost of such other engineering and design elements of the Project as are approved by Hillwood and the Town (all of the foregoing collectively referred to as the "Scope of Work"). Hillwood also agrees to fully fund change orders to the construction contract awarded by the Town for the Project if the additional work authorized by such change orders is within the original Scope of Work or is otherwise necessary to complete the Project as contemplated by the original Scope of Work. All other change orders to such construction contract shall require the prior written consent of Hillwood. Upon written approval and acceptance of the Project by the Town, and upon receipt by the Town of copies of original invoices for all services, labor and materials furnished in connection with the approved and accepted Project, Hillwood shall be entitled to reimbursement from the Town as provided in this Section C. 2. Acceptance of Project. Upon completion of the construction and installation of the Project, Hillwood shall request in writing (such request shall be referred to as a Completion Notice) that the Town accept the Project. Within 30 days of receipt of the 4 007510.000M512816RED Completion Notice, the Town shall either (a) accept the Project by delivering an Acceptance Notice to Hillwood or (b) reject the Project by delivering a Rejection Notice to Hillwood. If the Town rejects the Project, the Town shall state in the Rejection Notice, in reasonable detail, all defects in the design, construction, or operational suitability of the Project that have caused the Town to reject the Project. Upon receipt of a Rejection Notice, Hillwood shall take prompt action to correct the defects included in the Rejection Notice. When Hillwood has corrected the defects specified in the Rejection Notice, to the reasonable satisfaction of the Town, the Town shall deliver to Hillwood an Acceptance Notice. In the event Hillwood and the Town disagree upon the existence of an alleged defect in the Project and are unable to resolve such disagreement within 10 days, the Town and Hillwood shall mutually select an independent engineer to review and provide a final binding determination. 3. Purchase of Project. Upon written approval and acceptance of the Project by the Town, as evidenced by the delivery by the Town to Hillwood of an Acceptance Notice, the Town shall be deemed to have purchased the Project from Hillwood, and Hillwood shall be deemed to have sold the Project to the Town on and subject to the terms contained in this Agreement. The date of purchase shall be referred to as the Purchase Date. 4. Purchase Price. Upon delivery by the Town to Hillwood of an Acceptance Notice, the purchase price to be paid by the Town for the Project (the "Purchase Price") shall be the sum of (a) all costs and expenses paid or incurred by Hillwood under the CB Contract; (b) all costs and expenses paid or incurred by Hillwood under the construction contract awarded by the Town for the Project, including all change orders within (or necessary to complete) the Scope of Work for the Project; and (c) all other costs and expenses paid or incurred by Hillwood under this Agreement and approved by the Town. The Purchase Price shall be paid to Hillwood in periodic installments as provided in this Section C. 5. Interest Pa able on Unpaid Portion of Purchase Price. The Town shall pay interest on the unpaid portion of the Purchase Price at the per annum rate of six and three quarters percent (6 3I4%). Interest shall (a) accrue on the unpaid portion of the Purchase Price from the Purchase Date and (b) be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. Notwithstanding any provision of this Agreement, interest shall not accrue on the Principal Component in excess of amounts permitted under Article 717 k-2, V.A.T.C.S., as amended and other applicable law. 6. Sources of Funds to Pqy Purchase Price. The Town agrees to pay the Purchase Price and interest thereon from revenues derived from a charge of $.25 per 1,000 gallons usage on Project water levied, in accordance with and subject to the provisions of this Agreement, against all users of such water (the revenue derived from such $.25 charge shall be referred to as Debt Service Revenue). The Town hereby agrees to levy sufficient rates on Project water in order to pay Debt Service Revenue as provided in this Agreement until the Purchase Price and interest thereon has been paid in full^. The obligation of the Town to pay the Purchase Price and interest thereon is not a general obligation of the Town but is a limited recourse obligation payable solely from Debt Service Revenue. 7. Rate Covenant. Until the Purchase Price and interest thereon have been paid in their entirety, the Town shall charge rates, with respect to Project water, that will be sufficient (in addition to paying Debt Service Revenue) to pay (a) all Project operating and maintenance 5 007510.00019:512816.RED expenses, (b) any Project debt other than obligations payable under this Agreement, and (c) any other amounts necessary and/or appropriate to enhance the Project. 8. Allocation of Usage Charges. The Town and Hillwood agree that (a) users in the Hillwood Service Area, as shown on the attached Exhibit B, which exhibit is incorporated herein by reference, shall be required to pay Project water charges that result in Debt Service Revenue in an amount equal to 52% of the Purchase Price, including any interest payable thereon (the Hillwood Service Area User Share), and (b) users in the Town Service Area, as shown on the attached Exhibit B, which exhibit is incorporated herein by reference, shall be required to pay Project water charges that result in Debt Service Revenue in an amount equal to 48% of the Purchase Price, including any interest payable thereon (the Town Service Area User Share); provided that the users in neither such service area shall, under any circumstances, be required to pay more than their respective shares. 9. Reduction of Project Water Rates. The Town shall discontinue the Project water rate charge of $.25 per 1,000 gallons of usage for all users in the Hillwood Service Area once the Hillwood Service Area User Share is frilly paid. The Town shall have the right (but not the obligation) to reduce the Project water rate charge of $.25 per 1,000 gallons of usage for users in the Town Service Area once the Town Service Area User Share is fully paid. 10. Creation of Utility Debt Service Fund. In connection with the payment of the Purchase Price and interest thereon, the Town hereby establishes a utility debt service fund (the "Utility Debt Service Fund"). The Utility Debt Service Fund shall have two accounts as follows: the Hillwood Service Area Debt Service Account and the Town Service Area Debt Service Account. Funds on deposit in each account of the Debt Service Fund shall be applied to pay their respective shares of the Purchase Price and interest thereon as such amounts become due under this Agreement, and such funds are available to be used solely for such purpose. 11. Deposits into Utility Debt Service Fund. Until all obligations payable with respect to the Hillwood Service Area User Share have been paid, the Town agrees to deposit all Debt Service Revenue attributable to users in the Hillwood Service Area into the Utility Debt Service Fund and within that fund into the Hillwood Service Area Debt Service Account. Until all obligations payable with respect to the Town Service Area User Share have been paid, the Town agrees to deposit all Debt Service Revenue attributable to users in the Town Service Area into the Utility Debt Service Fund and within that fund into the Town Service Area Debt Service Account. Once the share of each service area has been fully paid no further deposits of any Project water user charges shall be made into the Utility Debt Service Fund from the users in such service area. 12. Pledge of Debt Service Revenue and Amounts on Deposit in the Utility Debt Service Fund and the Accounts Contained Therein. As security for the payment of the Purchase Price and the interest payable thereon, the Town hereby pledges a first and prior security interest in and to (a) all Debt Service Revenue and (b) all amounts, including the interest earnings and the proceeds thereof, on deposit from time to time in the Utility Debt Service Fund. The Town will not grant any other security interest in or to the Hillwood Service Area Debt Service Account. The Town will not grant any other security interest in or to the Town Service Area Debt Service Account until the Town Service Area User Share is fully paid. 6 0075 10.000 19:5128 16.RCD 13. Installment Pam, The Town and Hillwood agree that the Town will pay the Purchase Price and the interest thereon in monthly installment payments (the "Installment Payments"). The Installment Payments shall have a principal component (the "Principal Component") and an interest component (the "Interest Component"). The Principal Component shall be an amount equal to the Purchase Price. Hillwood hereby agrees to accept Installment Payments (on terms as provided in this Agreement) as payment of the Purchase Price and interest thereon. 14. Terms of Installment Payments. Installment Payments shall be due and payable on the first day of each month with the first such payment beginning on the first day of the first full month after the Purchase Date (the "Initial Payment Date") and continuing thereafter until the final payment date (the "Final Payment Date"), which date shall be the earlier of (a) the first day of the 239th month after the Initial Payment Date or (b) the date on which the entire Principal Component and Interest Component have each been paid in full. Each date on which an Installment Payment is due shall be referred to as an "Installment Payment Date." 15. Method of Payment of Installment Pa ments. Payment of Installment Payments shall be made in lawful money of the United States of America. Installment Payments shall be made by check mailed on the Installment Payment Date by first class United States mail (postage paid) to Hillwood at the address specified by Hillwood. Any time any payment of an Installment Payment is payable on a day that is not a business day, such payment shall be deemed timely if paid on the first business day occurring after such non -business day (and no interest shall accrue on such payment from such non -business day). 16. Deferral of Interest and Payment of Principal Component. If on any Installment Payment Date insufficient funds are available on deposit in the Debt Service Fund to pay the current interest due (Current Interest) on such date, an amount equal to the interest shortfall shall be deferred (any interest deferred shall earn interest at the rate specified in this Agreement and shall be referred to as "Deferred Interest"). No portion of the Principal Component shall be payable on any Installment Payment Date prior to the Final Payment Date unless and until all Current Interest and all Deferred Interest have been fully paid. 17. All Amounts Due on Final Payment Date. Notwithstanding any provision of this Agreement, the entire unpaid Interest Component and Principal Component shall be due and payable on the Final Payment Date. 18. Pgyment Priorities. On each Installment Payment Date, all funds on deposit in the Utility Debt Service Fund shall be paid to Hillwood and applied to pay as follows: a. First, to the Current Interest portion of the Interest Component; b. Second, to the Deferred Interest portion (if any) of the Interest Component; and C. Third, to the Principal Component. 19. Non -Default. As long as Installment Payments are being made in accordance with this Agreement, the Town shall not be in default as a result of any portion of the Interest Component or the Principal Component being paid on any Installment Payment Date. 7 007510.00019:512816.RFD 20. Payment Default. If on the Final Payment Date any portion of the Interest Component or the Principal Component remains unpaid the Town shall be in default. 21. Remedies Upon Default. If it appears that the Town will be in default on the Final Payment Date, the Town agrees to appoint a utility consultant (the "Utility Consultant") at least 90 days prior to the Final Payment Date, which consultant shall be reasonably acceptable to Hillwood. The Utility Consultant shall submit a report (the "Consultant Report") to the Town at least 30 days prior to the Final Payment Date recommending to the Town a rate structure that will increase Debt Service Revenue to the extent necessary to pay all amounts due Hillwood hereunder within a period of 10 years after the Final Payment Date. Upon receipt by the Town of the Consultant Report, the Town shall set rates in accordance with such report and shall maintain such rates until all amounts payable by the Town under this Agreement have been paid in full. 22. Record -keening. The Town agrees, with respect to the Project, to keep and maintain records regarding, among other things, (a) amounts charged users in each respective service area, (b) amounts constituting gross Project revenue and Debt Service Revenue, and (c) amounts expended on the Project. Hillwood shall be entitled to view and make copies of all records maintained by the Town regarding the Project. 23. Federal Tax Matters. With respect to federal tax matters, the Town represents, warrants, and covenants as follows: a. This Agreement does not constitute an arbitrage obligation within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the "Code") and is not federally guaranteed within the meaning of Section 149(c) of the Code. b. The Project will have a useful life in excess of the term of this Agreement. C. The Town shall cause a properly completed Form 8038G to be timely filed with the Internal Revenue Service. 24. The Town will not take any action that could cause (or fail to take any action, which failure could cause) the Interest Component payable under this Agreement not to be excludable for federal income tax purposes under Section 103(x) of the Code from the gross income of the person entitled to receive such interest, or to constitute an individual or corporate alternative minimum tax preference item under Section 57(a) of the Code, including (without limitation) the following: a. The Project shall not be leased to, or operated or otherwise used by, any person other than the Town unless the Town first obtains an opinion of legal counsel to the effect that such use will not adversely affect the tax-exempt status of the Interest Component of any Installment Payment under this Agreement; b. The Town shall not enter into any agreement with or for the benefit of any user of the Project or services provided with respect to the Project that would constitute a private business use within the meaning of the Code; and 007510.00019:512816.RED C. The Town shall rebate arbitrage earned in connection with this Agreement to the extent required by Section 148(f) of the Code. III. ADDITIONAL PROVISIONS A. Any review or approval requirement for the Town under this Agreement is a material requirement, and any failure to adhere to such requirement will void any payment obligation the Town may otherwise have for the Project. All obligations of CB under this Agreement are assumed to be obligations of Hillwood. B. The engineering, design and construction of the Project pursuant to this Agreement are subject to applicable federal and state law and to the Town of Westlake Code of Ordinances, as they may be amended from time to time, and are subject to Texas and federal laws. C. For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and covenant that: (1) this Agreement only affects matters between the parties to this Agreement and is in no way intended by the parties to benefit or otherwise affect any third person or entity, notwithstanding the fact that such third person or entities may be in a contractual relationship with the Town or Hillwood or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations due by them to either the Hillwood or the Town. This paragraph C does not affect an assignment of this Agreement as permitted by Article VII hereof. D. The parties to this Agreement agree and covenant that the situs of this Agreement is Tarrant County, Texas for all purposes, including performance and execution; that this Agreement will be enforceable in Westlake, Texas; and that if legal action is necessary to enforce this Agreement, exclusive venue will lie in Tarrant County, Texas. E. The headings of this Agreement are for the convenience of reference only and shall not affect in any manner any of the terms or provisions hereof F. If either party hereto shall default in the performance of any of its obligation hereunder, such defaulting party shall have thirty (30) days after delivery to such defaulting party of written notice of such default within which to cure such default. G. This Agreement may be amended or revised at any time only upon written consent of the parties. Either party may terminate this Agreement in the event the other party materially fails to satisfy one (1) or more of its obligations contained herein and such failure continues for more than thirty (30) days after receipt of written notice of such failure by the terminating party to the other party. If this Agreement is terminated prior to its completion, including each party's payment obligations, the parties shall retain, all rights and remedies available at law. Notwithstanding the foregoing, however, from and after the date the Town approves and accepts the Project in writing, the obligation of the Town to reimburse Hillwood for the Purchase Price, including interest, and the right of Hillwood to such reimbursement, shall be unconditional and shall not be affected by any alleged 9 0075 10.000 19:5128 16.RED default by Hillwood under this Agreement that occurs after such written approval and acceptance of the Project. H. In the case any one (l) or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. I. If any action at law or in equity, including an action for declaratory relief, is brought by either party to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorney's fees from the other party, which fees may be set by the court in the trial of such action or may be enforced in a separate action brought for that purpose, and which fees shall be in addition to any other relief which may be awarded. J. The Town acknowledges and agrees that no portion of the costs of the Project will be included in any capital improvements plan for purposes of imposing impact fees pursuant to Section 395 of the Texas Local Government Code. K. From and after the written approval and acceptance of the Project by the Town, Hillwood will contractually obligate the general contractor to provide a two-year maintenance bond covering the Project, which bond shall be inform and substance acceptable to the Town. IV. REVIEW STANDARDS The Town shall have ultimate authority to approve or disapprove the design and construction of the Project to the extent such design or construction has not already been approved as set forth on Exhibit A. Such review and approval is subject to a standard of reasonableness. V. TERM OF AGREEMENT The term of this Agreement shall begin on the date of the execution and delivery of this Agreement by both parties hereto and shall terminate on the date on which all payments owing by the Town to Hillwood have been paid. VI. INDEMNIFICATION HILLWOOD AGREES TO INDEMNIFY AND HOLD HARMLESS THE TOWN OF WESTLAKE, ITS OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS AND ATTORNEYS FEES FOR INJURY TO OR DEATH OF ANY 10 007510.00019:512816.RED PERSON, OR FOR DAMAGE TO ANY PROPERTY ARISING OUT OF OR IN CONNECTION WITH THE NEGLIGENT DESIGN OF THE PROJECT. SUCH INDEMNIFICATION SHALL NOT APPLY WHERE THE CLAIMS, LOSSES, DAMAGES, CAUSE OF ACTION, SUITS OR LIABILITY ARISE SOLELY FROM THE NEGLIGENCE OR WILFUL ACT (S) OF THE TOWN. SUCH INDEMNIFICATION SHALL NOT APPLY TO ANY CLAIM, LOSS, DAMAGE, CAUSE OF ACTION, SUIT, OR LIABILITY THAT ARISES MORE THAN TWO YEARS AFTER WRITTEN APPROVAL AND ACCEPTANCE OF THE PROJECT BY THE TOWN. THE INDEMNIFICATION OBLIGATIONS IN THIS ARTICLE VI THAT ARISE WITHIN THE ABOVE-DESCRIBED TWO-YEAR PERIOD SHALL CONTINUE BEYOND ANY TERMINATION OF THIS AGREEMENT. VII. ASSIGNMENT A. With respect to the assignment or delegation of its duties regarding the design, construction, and/or installation of the Project, Hillwood may not make any assignment or delegation of its duties without the consent of the Town. B. With respect to the assignment of its right to receive Installment Payments under this Agreement, Hillwood may assign its rights to such payments without the consent of the Town provided such assignment is in accordance with and subject to the following conditions; 1. Hillwood agrees to comply with all federal and state securities laws in connection with any assignment that it makes of its rights with respect to this Agreement. 2. Hillwood agrees to indemnify the Town for any losses or damages, including reasonable attorneys' fees and expenses, arising from any assignment of Hillwood's rights under this Agreement (regardless of whether the losses or damages arising to the Town are due to the acts or omissions of Hillwood or any other assignee of Hillwood's rights) that is or is alleged by any assignee of Hillwood's rights to be in violation of any securities law. Hillwood shall not be released from its obligation to indemnify the Town under this provision unless and until the Town agrees to such release, and such obligation shall otherwise survive any termination of this Agreement. 3. As a condition to making any assignment of its rights under this Agreement, Hillwood agrees to notify the Town in writing of such assignment and to require that each subsequent assignee of Hillwood's rights under this Agreement must agree to notify the Town of any subsequent assignment by such assignee, provide to the Town the name and address of the assignee, and agree to indemnify the Town, on the same basis as Hillwood pursuant to Section VII.B.2 above, with respect to any subsequent assignment by such assignee of its rights under this Agreement. 4. The Town agrees that if Hillwood makes an assignment in accordance with this Agreement, the assignee of Hillwood's rights under this Agreement shall succeed to and be the beneficiary of all of Hillwood's rights hereunder, and such 1 I 007510.00019:512816.REn assignee shall be entitled to enforce Hillwood's rights on the same basis as Hillwood could enforce such rights had Hillwood not made such assignment. 5. Any assignee of Hillwood's right to receive Installment Payments under this Agreement shall take such assignment free of any and all obligations of Hillwood to the Town under this Agreement except those obligations set forth in this Section B. From and after any such assignment, no breach by Hillwood of any obligation to the Town shall affect such assignee's right to continue to receive such Installment Payments. VIII. NOTICES Notices under this Agreement shall be given to the following parties by certified mail, return receipt requested, to the addresses indicated below or at such other addresses as may be designated in writing by the parties from time to time: Town of Westlake Hillwood Services, L.P. Trent Petty C/O Hillwood Development Corp. Town Manager 13600 Heritage Pkwy, Ste. 200 3 Village Circle, Suite 207 Ft. Worth, Texas 76177 Westlake, Texas 76262 Attn: Michael K. Berry with a copy to: with a copy to: L. Stanton Lowry Hughes & Luce, L.L.P. BOYLE & LOWRY, L.L.P. 1717 Main Street, Ste. 2800 4201 Wingren, Suite 108 Dallas, Texas 75201 Irving, Texas 75062 Attn: Michael J. Dalton, Esq. 12 007510.00019:5 t 2816.RED In witness whereof, the parties have hereunto set their hands by the representatives hereunto duly authorized on this, the IQ24 day of "A, , 2000. Town of Westlake By.._`,.__. 3 Trent Petty ,- Town Manager /&U01.36 By: - r bingkl rosswy Town Secretary APPROVED AS TO FORM: Hillwood Services, L.P., a Texas limited partnership By: Hillwood Development Corporation, a Texas corporation, its general pyrtner,, If 13 Name: Title: 007510.00019:5 izsls.RED Circle T Ranch West Side Ground Storage Tank/Pump Station and Waterline Project Development Schedule Original Schedule 1125/2000 Revised 3/15/2000 Revised 4/11/00 Revised 4/25/00 Date Approved Projected and Accepted Item Date by Town 2) Refined Preliminary Master Water Meter Plan 3) Refined Preliminary Master Water Meter Sections and Details 4) Refined Prelim Master Water Meter Specs (FW Water Dept. Stds) S. Westlake Review and Westlake/COFW Coordination Review 3114100-3121100 4/4/00 (75% Preliminary Master Water Meter Documents) 9. 75% Preliminary Equipment Preselection Documents a. Equipment Preselection Documents West PSGSF 1) Refined Preliminary Pump Equipment Specification 2) Refined Preliminary Storage Tank Specification 3) Refined Preliminary MCC Specification 10. Westlake Review and Westlake/COFW Coordination Review (75% Preliminary Equipment Preselection Documents) 11. 75% Preliminary West PSGSF Plans and Specifications a. Refined Preliminary Site Plan and Easement b. Refined Preliminary Pump Station Plan and Sections c. Refined Preliminary Yard Piping Layout d. Refined Preliminary Paving and Drainage Plan e. Refined Preliminary Electrical and Instrumentation Layout f. Refined Preliminary Engineer's Opinion of Probable Costs 12. Westlake Review and Westlake/COFW Coordination Review (75% Preliminary West PSGSF Plans and Specifications) 13. Final Construction Documents COFW Master Water Meter a. Master Water Meter Plans and Specifications I ) Final Site Plan and Easement 2) Final Master Water Meter Plan 3) Final Master Water Sections and Details 4) Final Master Water Meter Specs (FW Water Dept. Stds) 14. Westlake Review and Westlake/COFW Coordination Review (Final Construction Documents COFW Master Water Meter) 3/14100 3/14100-3/21100 4119/00 (Delivered to Hogan) 3/22,10 4,111,490 512100 5/2/00-5/9/00 3 2 8 100 414100 1119 MO-V� 414/00-4/11/00 4/12100 Circle T Ranch West Side Ground Storage Tank/Pump Station and Waterline Project Development Schedule Original Schedule 1/25/2000 Revised 3/15/2000 Revised 4/11/00 Revised 4125/00 Projected Item Date IS. Advertise for Master Water Meter Bids 4/4/00 4 00 4113100 16. Final Equipment Preselection Documents West PSGSF 414100 4118100 a. Equipment Preselection Documents 1) Final Pump Equipment Specification 2) Final Storage Tank Specification 3) Final Storage Tank Specification 17. Westlake Review and Westlake/COFW Coordination Review 44/OS-4444.00 (Final Equipment Preselection Documents West PSGSF) 4118100-4/25100 18. Advertise for Equipment Presclection Bids 40-/00 4125100 19, Open Master Water Meter Bids 4/25/x0 5440 514100 20. Final Construction Documents West PSGSF 40.5440 446100 616100 a. West PSGSF Plans and Specifications 1) Final Site Plan and Easement 2) Final Pump Station Plan, Sections and Details 3) Final Yard Piping Layout 4) Final Paving and Drainage Plan and Details 5) Final Electrical and Instrumentation Layout and Details 6) Final Engineer's Opinion of Probable Costs 21. Westlake Review and Westlake/COFW Coordination Review 41-5J08-59 40 (Final Construction Documents West PSGSF) C r �C�rz rnWO-512314116/(100-6/13/00 22, Award Master Water Meter Contract X00 X4109 5111100 23. Open Equipment Preselection Bids 512/00 5116100 24. Award Equipment Preselection West PSGSF 5/-6/00 5130100 25. Advertise for West PSGSF Bids94�GQ 64,190 6127100 Date Approved and Accepted by Town Circle T Ranch West Side Ground Storage Tank/Pump Station and Waterline Project Development Schedule Original Schedule 1/2512000 Revised 3/15/2000 Revised 4/11/00 Revised 4/25/00 Item 26. Open West PSGSF Bids 27. Award West PSGSF Contract 28. Detailed Landscaping, Berming and Screening Plan for WPSGSF Projected Date £16108 6,42 Z499 7118100 00 X98 7125100 NIA 29. Acceptance of Carter & Burgess Work Order No. 991502010 (for the master water meter, water ground storage tank, pump station and water line) dated August 17, 1999, and Amendment One dated August 18, 1999, and Amendment Two dated March 31, 2000 NIA Date Approved and Accepted by Town 3127100 4/27/00 Circle T Ranch West Side Ground Storage Tank/Pump Station and Waterline Project Development Schedule Original Schedule 1/25/2000 Revised 311512000 Revised 4111/00 Revised 4125100 PART 2 WATERLINE Item 30% Conceptual Documents a. Schematic Horizontal Roadway Alignment b. Schematic Vertical Roadway Alignment c. Design Future Sanitary Sewer Crossings d. Design Future Storm Sewer Crossings e. Schematic Waterline Plan 2. Westlake Review (30% Conceptual Documents) 3. 50% Preliminary Documents a. Topographic and Boundary Surveying b. Preliminary Horizontal Waterline Alignment c. Preliminary Vertical Waterline Alignment d. Preliminary Waterline Easements e. Valves, Hydrants, Tees and Crosses Locations f. Preliminary Engineer's Estimate of Probable Costs g. Coordination of Future Bridge Design 4- Place Order for Pre -purchased Waterline Material 5. Westlake Review (50% Preliminary Documents) 6. 75% Preliminary Documents a. Refined Preliminary Waterline Plan and Profiles b. Refined Preliminary Waterline Easements c. Preliminary Details d. Refined Preliminary Engineer's Estimate of Probable Costs e_ Preliminary Specifications f. Preliminary SWPPP 7. Westlake Review (75% Preliminary Documents) 8. Final Construction Documents a. Final Plan and Profiles b. Final Details c. Final Specifications d. Final Bid Documents Date Approved Projected and Accepted Date by Town 211100 2/2/00-2/9/00 219/00 2122/00 2/ 15/00 412 1/00 2/23100-3/1100 3/1100 3/14/00 3115/00-3/22100 3131100 414100 512100 Circle T Ranch West Side Ground Storage Tank/Pump Station and Waterline Project Development Schedule Original Schedule 1/2512000 Revised 3/15/2000 Revised 4/11/00 Revised 4/25/00 Item e. Engineer's Estimate of Probable Costs f. Final Easement Documents 9. Westlake Final Approval (Final Construction Documents) 10. Bidding Phase a. Advertise Project for Bidding b. Pre -Bid Meeting c. Open Bids d. Tabulate BidslRecommend Contractor 11. Deceive Pre -purchased Waterline Material Projected Date 8A 5/11/00 499 5112/00-617100 5/16,10 6/21100 12. Construction Phase 5131Q0 12/15/0 a. Prepare Contracts 618100-12115100 b. Execute Contracts c- Obtain Permits d. Pre -Construction Conference e. Review Contractor's Submittals f. Construction Observation g. Substantial Completion h. Prepare Punch List i. Final Acceptance 13. Acceptance of Carter & Burgess Work Order No. 991502010 (for the master water meter, water ground storage tank, pump station and water line) dated August 17, 1999, and Amendment One dated August 18, 1999, and Amendment Two dated March 31, 2000 N/A Date Approved and Accepted b. y Town 4127100 04/20/00 15:00 FkX 817 224 6060_ HtLUTOOD DEVELOPMENT 04/2o/o0 Z002 14:47 :'.002/ 0,03 -- '3817 817 735 6186 CARTER & Bi:'RGESS AMENDMENT to CONTRACT (AAE) Circle T Ranch - Ground Storage Tan`K and Water Line Project; oraflnn BATF: March 31, 2000 (Name, Address) 13600 Heritage Parkway, S ite 200 Amendment No.: 2 Fort Worth, Texas 76177 Attn: Ken Davis Engineers Project No.: 991502.010 Carter & Burgess, Inc. Ownar/Archttect No.: To: 3880 Hulen Street Contract For, Design Services P. O.. Box 985006 For! Worth, Taxas 76185-5006 Contract Gate: 8117199 You are directed to make the ratiowing changes in the subject Contract: See attachment "A" for description of services. Enclosures: These changes result In the following adjustment of Contract Price and Contract Ttme: Contract Prtce Prior to this Change Order. Net Increase Residing from this Change: Curreni Contract Price including this Change Order: Contract Time Phor to this Change Order: Not Resulting from this Change Order: Current Contract Time including this Change Order: Carter & Burgess, Inc. Engineer P. O. Box 985006 Address Fort Worth, Tax -as 76165-5006 a: Data: Architect Address By: Data: 5419,500.00 $68,800.00 $468,400.00 N!A N/P, N/A Authc rdzed HiitwGcd Development Corp owner 13600 Heritage Par}(way, Suite 2001 Addr*a6 Fort Worth, Texas 76177 6y: Data: 04/20/00 15:01 F_AX 817 224 6060 HILL -WOOD DEVELOPMENT Z003 0 817 733 6186 GARTER & BURGESS 04/20/00 14:47 P.003%003 ATTACHMENT "A" AMENDMENT to CONTRACT No. 2 Project: Circle T Ranch - Ground Storage Tank and Water Line Project No.: 991502.010 Date: March 31, 2000 The following items have been added to the BASIC SCOPE OF SERVICES 1. Corrosion Protecition Study by subconsultant (Elk Engineering). Coordination with subconsultant, Elk`s Proposal is attached to this Amendment. 2. Water Line Staking for the Town to review the alignment and for subconsultant to conduct the Corrosion Protection Study. 3. Prepare and mount exhibits for presentatlon at Town Meetings. 4. Prepare a separate set of contract and construction documents for the Water Master Meter at Circle T Ranch. Prepare a separate bid advertlsernent for the project, attend bid opening, tabulate bids, attend preconstruction meeting and prepare separate pay requests for the project. 5. Prepare three separate packages for equipment pre-ordehng. One package for the Steel Ground Storage Tank, another package for the Hydro -pneumatic Tank and a trnird package for the Motor Control Canter, Pumps and Flow Valve. Attendance at three bio openings, review submittals and recommend the selection of one supplier for each of the three aforementioned equipment preselection packages. 6. Prepare eight different exhibits and cost estimates for the pump station. Meet with Client and Town to obtain comments and approvals. 7. Pump station site revisions to site layout, yard piping and site grading caused by moving site to accommodate larger landscaping berms as requested by the Town of 'Westlake. 8. Pump station building revis'sons for civil, structural, electricai, architectural and mechanical designs caused by building modifications requested by the Town of Westlake. 9. Flood stuffy report revisions caused by site modifications. Labor Total: $53,700.00 Relrnbursable Expenses Total: 510,700.00 Subconsultant Total $4,500.00 Total Contract Price Increase $68,900.00 ATT -A. Wp u 04/20'00 16:02 FAX 817 224 6060 �_,HILLWOOD DCVELOPMENT MEN J ENT to CONTRACT (A/E) r -'ject: Circle T Ground Storage Tank and Water Line (Mme, Address} Hillwood 13600 HeriittageoParkway, SuitePMBnt 200 Fort Worth, Texas '76177 Attn: cN 1 Gk;d2 To: Carter & Burgess, Inc. 3880 Hulen Street P. O. Box 985006 Fort Wortn, Texas 76185-5008 DATE: Amendment No.: Engineers Project No OwnerlArchitect No.: Contract For: Contract Date' You are directed to make the following changes in the subject Contract: Enclosures: C6ou4 $118199 ONE 991502-010 Engineering Sevices 7r98 Prepare tufo separate sets of contract and constriction documents for the Ground Storage Tank, at grade Pump Station and Water l,.'sre at Circle T Ranch. One bid package will inciude the Ground Storage Tank and Pump Station and the second package will include the Water Une along Westlake Parkway, Roanoke Road and Dove Road. Prepare two separate bid advertisements for the projects, attend two bid openings, tabulate two sets of bids, attend two preconstruction meetings and prepare separate Ray requests for the projects. 59.500.00 These changes resuft in the following adjustment of Contract Price and Contract Time: Contract Price Prior to this Change Order. Net Resulting from this Change: Current Contract Price Including this Change Order: Contract Time Prior to this Change Order: Net Resulting from this Change Order: Current Contract Tims Including this Change Order: Carter & Burgess, Inc Engineer P. O. Sox 985006 Address FortWorth, Tex s 7 185-5006 i1 Sv : Azo /�rl ArchlteCt Address By, Date: G,�ORCLE IA%T-KC31 .. � t.19 V 39,500.00 $419,500.00 NIA N/A NIA Authorized: Hillwood Deveiopmont Corporation Owner 136,10 Heritage Parkway, Suite 200 Acdress Fort Worth, Texas By: Date- �r 04/20/00 15:03 F.kX 817 224 6460 _i HILLWOOD DEVELOPMENT U003 WORK ORDER FOR DESIGN SERVICES C&B No.2211 AGREEMENT made as of the 17th— day of _ August _ the year of Nineteen Hundred and 99 BY AND BETWEEN: and the Design Professional: Hillwood Development Company 13600 Heritage Parkway, Suite 200 Fort Worth, Texas 76177 Carter & Burgess, Inc. 3880 Hulen Street Fort Worth, Texas 76107-7254 1. Proimt Stlrrtmary_ 1.1 The following summary (the "Project. Summary") identifies the Project which is the subject of this Work Order, including certain financial terms and deadlines. All terms in this Project Surrunary are more fully defined or referenced in Article 2 of the Base Agreement for Design Services between Hillwood and the Design Professional dated July 1, 1992 (the "Base Agreement"). AL1 terms and conditions of the Base Agreement apply to and shall govern the performance of all services rendered pursuant to this Work Order. The Project is: Circle T MUD No.3 Master Water Meter, Water Ground Storage Tank, Pump Station and Water Line Prop ect Representative: Hillwood: Phone No.: 4- 6000 Design Professional: _Th d Bruu�1 Phone No,: 735�D0 loot to Exceed Fee for Basic Services Not to Exceed Fee for Reimbursables Hillwood Development Company Work 'Order S/ 0 -F f5�i �3�5 Rcviscd: 6/9197. £xhibl[ AA p.gc 1 of 3 e 04/20/00 15:03 FAX 817 224 6060 HILLWOOD DEVELOPMENT 1.2 a5C Schematic Design and Detailed Statement of Probable Construction Costs Construction Documents with Detailed Statement of Probable Construction Costs 90 days from NTP 145 days from NTP Zoos 1.3 Scope of Services: The Design Professional's Services for this Work Order include only the phases marked "included" below. If the phase is not included, the corresponding article of the Base Agreement is deleted, with the exception of any definitions or other provisions necessary to the understanding of this Work Order. PEASE Schematic Design [X] Included [ ] Not Included Construction Documents [X] Included [ ] Not Included Bidding or Negotiation [X-] Included [ ] Not Included Construction [ 1Included [X] Not Included (Deletc Article 5 of the Base Agzeetrent) (Delete Article 7 of the Base k9icemeni) (Delete Article 8 of he Base Agreement) (I)e4ete Article 9 of the Base Agreement) Aggregate payments for Basic Services and Reimbursable Expenses for this Work Order shall not exceed the following percentages of the corresponding Mot to Exceed Fee as of completion of each of the phases set forth. below: (Including Prelim_& Final Plats) 13xhlbA AA H3 Ilwnod Dcvciopmcm Company QAS_ - a 3 Wort Order Rnviscd- 619192 Basic Servjw tks Schematic Design Phase: 32 percent%) 20 percent (—%) Construction Documents Phase: 41.5 percent (�%) 40 percent {�%) Bidding or Negotiation Phase: 10 per:.ent {_%) 30 percent (_%) Construction Phase: 0 percent {�%G} 0 percent Surveying Services: 16.5 percent (J%) 10 percent (—`70 (Including Prelim_& Final Plats) 13xhlbA AA H3 Ilwnod Dcvciopmcm Company QAS_ - a 3 Wort Order Rnviscd- 619192 04/20/00 15:04 FAX 817 224 6060 � HILLWOOD DEVELOPKE,\T Zoo i WORK ORDER PROJECT DESCRIPTION PROJECT TITLE: Circle T M U D No. 3 Nater Ground Storage and Pump Station CONTRACT DATED: July 1, 1992 COST CENTER NO.: IDC WORK ORDER NO.: Preparation of one set of construction drawings and contract documents for an on site Master Meter Facility, 1 Million Gallon at grade Ground Storage Tank and at grade Pump Station adjacent to US 377 and up to 23,500 feet of 15 to 20 inch water line at Circle T Ranch in Westlake, Texas . For more detailed description of the engineering services See Attaclunent "A" Services to be Provided by the Engineer. HILLWOOD DEVELOPMENT COMPANY Carter & Bur, ess, Inc. Si of By By: Title: `title Vice President aaisownr: wa. Millwood Dev;loprooni Company pqc } of 3 Work Urdef Qevbed: 6!9192 04/20/00 15:05 FAX 817 224 6060 1 HILLWOOD DEVELOPMENT Uo03 ATTACHMENT "All Services to be Provided by the Engineer SECTION i - PROJECT DEFINITION Carter & Burgess, Inc. understands this project to consist of surveying and engineering services associated with the design of an an site Master Meter Facility, 1 Million Gallon at grade Water Ground Storage Tank, an at grade Pump Station located at US 377 and up to 23,500 feet of 16 to 20 inch water line at Circle T Ranch in Westlake, Texas. SECTION 11 - BASIC SCOPE OF SERVICES Planning and engineering services to be provided are detailed as follows: A Schematic/ Design Development Phase 1 Prepare site layout for an on site Master Meter Facility, 1 Million Gallon at grade Water Ground Storage Tank, an at grade Pump Station and up to 23,500 feet of 16 to 20 inch water line. The Pump Station and Controls will be designed for the tota4 demand, but the Pumps will be phased depending on needs dictated by development leaving space for future V Pump Station expansion. The Water Line routing study will be conducted in this phase of the work. 2. Meet with Owner's representative and Town's Consultants to develop design parameters. 3. Prepare preiiiminary construction documents for an on site Master Meter Facility, 1 Million Gallon at grade Water Ground Storage Tank, an at grade Pump Station and up to 23,500 feet of 16 to 20 inch water line. 4 Perform on -the -ground design surveys of proposed site for the proposed Master Meter Facility, 1 Million Gallon Ground Storage Tank and Pump Station along US 377 and along approximately 10,500 linear feet of existing Cove Road to obtain detailed topographic and existing information for engineering design 5. Prepare dedication instruments for proposed easements as required for execution of construction operations. Included will be normal coordination and communication required through the review and approval process. 6. Prepare temporary construction easements as required far execution of construction operation. 991SMAT,VrP Page l 04/20:'00 15:06 FAX Si7 224 6060 HILLWOOD DEVELOPxENT Z oo8 Prepare drainage study for Ground Storage Tank Site, LOMB and CLOMR. B_ Prepare modeling study and system analysis for the water system in Circle T Ranch. g. Prepare an alignment study for the water line in Westlake Parkway, Roanoke Road ( Westport Parkway) and Dove Road, including preliminary horizontal and vertical design cf portions of Westlake Parkway, Roanoke Road (Westport Parkway) and Dove Road. The alignment study will also include preliminary drainage analysis and preliminary design of potential sanitary sewer crossings to establish the depth and location of the proposed water tine. 10. Prepare one Scada signal measurement study and report to determine the location and required height of the antenna pole. B. Construction Documents Phase t . Prepare firnal construction documents including paving, dimension plan, site grading plsn, drainage plan, extension of utilities to the site, site fencing, design and drafting for the Proposed on site Master Meter Facility, i Million Gallon at grade Water Ground Storage Tank, at grade Pump Station along US 377 and up to 23,500 feet of 16 to 20 inch water line. The Pump Station will be designed taking into account future expansion based on the current projected population. The Water Line alignment will be based on the approved preliminary alignment prepared under Section 11 item A of the Basic Scope of Services. The entire project will be included in one set of contract documents. All work will be done in compliance with TNRCC Rules and Regulations. 2 Prepare erosion and sediment control plans. 3. Miscellaneous utility conduit plans. 4 Coordinate with gas, electric and telephone companies for service to the project. S. Prepare Storm Water Pollution Prevention flans and Specifications. 6. Prepare specifications and construction quantities required for each of the items designed in the civiS site work 7. Prepare a preliminary plat for the site, coordinate with Town's Consuitants and Owner, attend Planning and Zoning and Board of Alderman's Meeting to assist in obtaining approvals. 991502A7 NNY Page 2 04/20/00 15:07 FAX 817 224 6060 HILUOOD DEVELOPMENT U010 C. Bidding or Negotiation Phase 1. Assist Owner with preparation of one set of construction drawings and contract documents, attend prebid meeting, issue addenda, attend bid opening, prepare bid tabulation and advertisement for construction bids and provide written recommendation for award of contract. 2. Obtain approvals from the Town of Westlake, City of Fort Worth and TNRCC and obtain access permit from TxDOT if required. D Construction Phase/ Survey Services 1. Attend pre -construction meeting. 2. EstaMsh horizontal and vertical control network for survey construction staking by others. 3. Assist during the construction phase to address questions that arise with regard to the engineering design. 4. Prepare and process change orders. 5. Review shop drawings and other submittals by the Contractor for Civil related items. 6. Prepare a final Plat for the site. SECTION ill -SPECIAL CONSIDERATIONS Exclusions to the basic Scope of Services are as follows: A. Reimbursable Services - The following services, if provided, shall be considered extra to this contract; 1. Printing / reproduction services. 2. Special courier services. 3. Telephone tall charges. 4. Travel and subsistence. 5, Filing and review fees, application fees and sales tax on boundary survey work. 99 S SLRAT. W P Page 3 04✓20!00 15:07 FAX 817 224 6060 14ILLWOOD DEVELOPMENT I\-1 [a 011 B. Special Services - If the Engineer is requested to become involved with any of the following items, these services will be provided with compensation to be as described in the attached Basis of Compensation (Attachment "B"): 1. Design of offsite utility extensions to the property excluding those listed above. 2. Construction staking or surveying services beyond those listed above. 3. Landscape architecture or irrigation system design. 4. On-site observation of construction. 5. Master planning or site engineering of adjacent parcels. 5. Services of Special Consultants such as Geotechnical or other outside consultants required to complete the work on the project _ 7. Environmental assessment, impact statement or permits. 8. Attendance at weekly construction meetings. 9. Design of retaining walls, screening walls, detached structures etc. 11, Preparation of a boundary survey except as required by the platting process. 12. Design of offsite spoillborrow area for excavation material. 13. Ail other miscellaneous assignments specifically authorized by the Owner. 14. Design of offsite electrical or other duct bank system. 15. Design of disinfection facilities. SECTION iV - BASIS CP COMPENSATION The contract amount for" Basic Scope of Services" shall not exceed $385,000.00. The following is an estimated schedule of fees for various functions of work to be performed under this scope of services. 1. Schematic I Design Development Phase $ 123,200.00 2. Construction Documents Phase $ 159,775.00 3. Bidding or Negotiation Phase $ 38,500.00 4_ Construction Phase 1 Surveying Services including $3,525= Preliminary and Final Plats TOTAL FEE - BASIC SERVICES --- $385,000.00 991502AT . W P Page 4 04/20/00 15:08 FAX 817 224 6060 HILLWOOD DEVELOPMENT 16 012 A. Reimbursable Services t: "Reimbursable Services" budget is $25,000.00 and shall include the following: 1. All printing and reproduction work shall be charged at standard commercial rates. 2. Courier services, telephone toll charges and subsistence expenses shall be charged at the actual invoice costs. 3 Filing, application and review fees will be reimbursed separately if paid by the Engineer. 4. Sales tax on survey work. B. Additional Services When the Engineer has been requested to become involved with any services outside of the "Basic Scope of Services" and "Reimbursable Services," these "Additional Services" shall be performed only vvith specific authorization by the Owner. The basis of compensation for these services shall be or an hourly rate as outlined in the compensation for "Basic Services" or charged at the actual invoice cost. Accompanying schedule (Exhibit "B") lists the salary ranges of Engineer's personnel. 991502AT.WP Page 5 04/27/00 THLT 15:00 FAX 817 224 6060 Hillwood Dev Corpi•�vcr 002 .. uxi u x a.ra.+xun w uua�uu.s.s tr •ar cr��v tz•�T vv WEST a PUMP STATlQ11 12' WATER MAIN ANO:�))IN UTILITY OUC7 BANK 1' EASEMENT r A �i d 1ZWATER MAIN AND EEAASEMENT CT BANK WATER USE TO BE LOCATED IN DOVE ROAD ROW — _ _....__ ........ --- 13E —,r -------.._. DICa1TED BY Illuwc e WATER LINE TO BE LOCATED �11 IN DOVE ROAD RCri4 DEDICATE? BY HILiWOOO j WEST PUMP STATION DOVE ROAD WATER MAIN RIGHT -OF --WAYS AND WATER. AND UTILITY DUCT SANK EASEMENTS NOTE=: EASEMENT AND DOVE ROAD ROW LOCATIONS At YHEMAll QKEI AMC WILL BE DETERMINED BASED ON A FNAL WATER LINE ALIGNMENT AND A BOUNDARY SURVEY PREPARED BY A LICENSED SURVEYOR. �. SOOV t00a aa4i ,,��\ TOM €rata ! ►'as (j 7"� 12, WATI - —_ ! ._..__..:_.._ UTILITY DUCT BANK EASEMENT WATER LINE TO BE LOCATED IN DOVE ROAD ROW f PREVIOUSLY DEDWATEO TO TOWN WATER USE TO BE LOCATED IN DOVE ROAD ROW — _ _....__ ........ --- 13E —,r -------.._. DICa1TED BY Illuwc e WATER LINE TO BE LOCATED �11 IN DOVE ROAD RCri4 DEDICATE? BY HILiWOOO j WEST PUMP STATION DOVE ROAD WATER MAIN RIGHT -OF --WAYS AND WATER. AND UTILITY DUCT SANK EASEMENTS NOTE=: EASEMENT AND DOVE ROAD ROW LOCATIONS At YHEMAll QKEI AMC WILL BE DETERMINED BASED ON A FNAL WATER LINE ALIGNMENT AND A BOUNDARY SURVEY PREPARED BY A LICENSED SURVEYOR. �. SOOV t00a aa4i ,,��\ TOM €rata ! ►'as (j 7"� 04/27/00 THU 15:02 FAX 817 224 6660 H111wcod ➢eV Carp r� � �� 14003 4 al 'i' 0 4 If — — i) q I .ly ,� # da •x�• tl• I w i' h a• 4 # a ry I) IA i+ 41 4 rq # 4 *' ��1� � 4� +' AY # •m is 41 .4 41 aY,A- - j� ik �! 4� ity�•�gy 4 4 as m "�' 41. 41 Ar -41 ,; 4p +t 4 4.as- ,t .A• *. { a ..J.._ -u U r- ! tt A. Ar It- X—NI d . t -4 4,. - i •Ae 4. la +h t` 4 •A 4 4, U U 4. IP f i 4•n- M ,,. -W r• .k E t•. IY f ,I A i m �_._�-.-__.,_ ._.._ _ --- - 4 q 4 'p •a� rl o P 4 ..: ,p Gp `Y`f = '��j I. 4 i v, ry +E ,r a 41 J i Mi' .q. .IF dN ly yA� •1A- � N� li-- ,.- 4 \ \ j TOWN SERVICE AREA 0. _,,. y <y HILLMOD SERVICE AREA \ O r�. SER'V'ICE �;-- AREA MAF