Item 4F MemoItem 4F
Page 1 of 2
M E M O R A N D U M
(October 15, 2019)
To: Shana Yelverton, City Manager
From: Rob Cohen, Director of Public Works
Subject: Approve a no cost amendment to the original Local Project
Advance Funding Agreement (LPAFA) with TxDOT for the
reconstruction and widening of FM 1938 from a 2 lane road to
a 4 lane divided roadway from FM 1709 to Randol Mill Avenue.
Action
Requested: Approve a no cost amendment to the original Local Project
Advance Funding Agreement (LPAFA) with TxDOT for the
reconstruction and widening of FM 1938 from a 2 lane road to a 4
lane divided roadway from FM 1709 to Randol Mill Avenue.
Background
Information: On July 7, 2014, the City of Southlake entered into a Local Project
Advance Funding Agreement (LPAFA) with the Texas Department
of Transportation (TxDOT) for the construction of the FM 1938
Phase 2 project. This project consists of the widening of FM 1938
(Davis Boulevard) from a 2 lane road to a 4 lane divided roadway
from FM 1709 (Southlake Boulevard) to Randol Mill Avenue. The
original agreement outlines the local government’s participation for
the construction costs for Phase 2 in the amount of $2,260,290.
The percentage of these construction cost responsibilities for the
cities of Southlake and Keller is defined in a separate Interlocal
Agreement as shown in the below table.
Interlocal Agreement Participation
City of Southlake share (78.03%) $ 1,763,704.28
City of Keller share (21.97%) $ 496,585.71
Total $ 2,260,290.00
NCTCOG has assisted with securing and allocating Federal funds
to offset the majority of the significant increase in this project’s
costs. TxDOT has also allocated additional funding since the
original LPAFA was signed in 2014.
Item 4F
Page 2 of 2
Attachment C-1 of the revised LPAFA, Project Budget Estimate and
Sources of Funds, identifies the following changes in federal and
state funding for this project:
• Construction Direct State Costs funding has changed to 100%
State funding.
• Construction cost for Federal fixed funding has increased from
$18,595,920 to $20 million dollars.
• State fixed funding has increased from $6,003,409 to
$9,853,799 million dollars.
• The State is now responsible for overruns 100%.
Therefore, these changes do not affect the City’s contribution
towards construction.
Financial
Considerations: The revised Local Project Advance Funding Agreement (LPAFA)
with TxDOT is a no cost amendment and does not change the
City’s funding share of the project.
Strategic Link: This item links to the City’s Strategy Map strategic focus areas of
Mobility and Partnerships & Volunteerism. It specifically relates to
the City’s Corporate Objectives, B2: Collaborate with Select
Partners to Implement Service Solutions, and F1: Adhere to
Financial Management Principles & Budget.
Citizen Input/
Board Review: None.
Legal
Review: The City Attorney has reviewed the agreement.
Alternatives: The City Council may approve or deny the agreement.
Staff
Recommendation: Approve a no cost amendment to the original Local Project
Advance Funding Agreement (LPAFA) with TxDOT for the
reconstruction and widening of FM 1938 from a 2 lane road to a 4
lane divided roadway from FM 1709 to Randol Mill Avenue.
Supporting
Documents: Attachment A: Advance Funding Agreement Amendment #1
Attachment B: ILA with Keller for Construction Cost Sharing
Staff
Contact: Rob Cohen, Director of Public Works
Kyle D. Hogue, P.E., Deputy Director/City Engineer
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 1 of 8 Revised 03/23/16
STATE OF TEXAS §
COUNTY OF TRAVIS §
ADVANCE FUNDING AGREEMENT
AMENDMENT # 1
THIS AMENDMENT is made by and between the State of Texas, acting through the Texas
Department of Transportation, called the State, and City of Southlake, acting by and through its duly
authorized officials, called the Local Government.
W I T N E S S E T H
WHEREAS, the State and the Local Government executed a contract on July 7th of 2014 to effectuate
their agreement as reconstruction and widening of FM 1938 from a two lane road to a four lane
divided roadway from FM 1709 to Randol Mill Road and FM 1938/FM1709 intersection
improvements, approximately 1000’ in each direction; and,
WHEREAS, it has become necessary to amend that contract;
NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements
of the parties, the State and the Local Government do agree as follows:
A G R E E M E N T
1. Description of Amended Items
Article 8, Compliance with Texas Accessibility Standards and ADA, language is deleted in its
entirety and replaced with the following:
Compliance with Accessibility Standards
All parties to this Agreement shall ensure that the plans for and the construction of all projects
subject to this Agreement are in compliance with standards issued or approved by the Texas
Department of Licensing and Regulation (TDLR) as meeting or consistent with minimum
accessibility requirements of the Americans with Disabilities Act (P.L. 101-336) (ADA).
Article 12, Local Project Sources and Uses of Funds, language is deleted in its entirety and
replaced with the following:
A. A Project Budget Estimate is provided in Attachment C. The State and the Federal
Government will not reimburse the Local Government for any work performed before the
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 2 of 8 Revised 03/23/16
federal spending authority is formally obligated to the Project by the Federal Highway
Administration. After federal funds have been obligated, the State will send to the Local
Government a copy of the formal documentation showing the obligation of funds including
federal award information. The Local Government is responsible for one hundred percent
(100%) of the cost of any work performed under its direction or control before the Federal
spending authority is formally obligated.
B. If the Local Government will perform any work under this contract for which reimbursement will
be provided by or through the State, the Local Government must complete training before
federal spending authority is obligated. Training is complete when at least one individual who
is working actively and directly on the Project successfully completes and receives a certificate
for the course entitled Local Government Project Procedures and Qualification for the Texas
Department of Transportation. The Local Government shall provide the certificate of
qualification to the State. The individual who receives the training certificate may be an
employee of the Local Government or an employee of a firm that has been contracted by the
Local Government to perform oversight of the Project. The State in its discretion may deny
reimbursement if the Local Government has not designated a qualified individual to oversee
the Project.
C. A Source of Funds estimate based on the Transportation Improvement Program (TIP) is also
provided in Attachment C. Attachment C shows the percentage and estimated dollar amount
to be contributed to the project by federal, state, and local sources. The parties agree that the
LPAFA may be amended from time to time as required to meet the funding commitments
based on revisions to the TIP, Federal Project Authorization and Agreement (FPAA), or other
federal document.
D. The Local Government is responsible for all non-federal and non-state funding, unless
otherwise provided for in this agreement or through amendment of this agreement. Where
Special Approval has been granted by the State, the Local Government shall only in that
instance be responsible for overruns in excess of the amount to be paid by the Local
Government.
E. Prior to the performance of any engineering review work by the State, the Local Government
will pay to the State the amount specified in Attachment C. At a minimum, this amount shall
equal the Local Government's funding share for the estimated cost of preliminary engineering
for the project. At least sixty (60) days prior to the date set for receipt of the construction bids,
the Local Government shall remit its remaining financial share for the State’s estimated
construction oversight and construction costs.
F. Whenever funds are paid by the Local Government to the State under this Agreement, the
Local Government shall remit a check or warrant made payable to the "Texas Department of
Transportation." The check or warrant shall be deposited by the State and managed by the
State. Funds may only be applied by the State to the Project. If after final Project accounting
any excess funds remain, those funds may be applied by the State to the Local Government's
contractual obligations to the State under another advance funding agreement with approval
by appropriate personnel of the Local Government.
G. If any existing or future local ordinances, commissioners court orders, rules, policies, or other
directives, including but not limited to outdoor advertising billboards and storm water drainage
facility requirements, are more restrictive than State or Federal Regulations, or if any other
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 3 of 8 Revised 03/23/16
locally proposed changes, including but not limited to plats or replats, result in increased costs,
then any increased costs associated with the ordinances or changes will be paid by the Local
Government. The cost of providing right of way acquired by the State shall mean the total
expenses in acquiring the property interests either through negotiations or eminent domain
proceedings, including but not limited to expenses related to relocation, removal, and
adjustment of eligible utilities.
H. When Special Approval has been granted by the State so that the Local Government bears the
responsibility for paying cost overruns, the Local Government shall make payment to the State
within thirty (30) days from receipt of the State’s written notification of those amounts.
I. The state auditor may conduct an audit or investigation of any entity receiving funds from the
State directly under this contract or indirectly through a subcontract under this contract.
Acceptance of funds directly under this contract or indirectly through a subcontract under this
contract acts as acceptance of the authority of the state auditor, under the direction of the
legislative audit committee, to conduct an audit or investigation in connection with those funds.
Any entity that is the subject of an audit or investigation must provide the state auditor with
access to any information the state auditor considers relevant to the investigation or audit.
J. Payment under this contract beyond the end of the current fiscal biennium is subject to
availability of appropriated funds. If funds are not appropriated, this contract shall be
terminated immediately with no liability to either party.
K. The Local Government is authorized to submit requests for reimbursement by submitting the
original of an itemized invoice in a form and containing all items required by the State no more
frequently than monthly and no later than ninety (90) days after costs are incurred. If the Local
Government submits invoices more than ninety (90) days after the costs are incurred, and if
federal funding is reduced as a result, the State shall have no responsibility to reimburse the
Local Government for those costs.
Article 16, Debarment Certification, language is deleted in its entirety and replaced with the
following:
The parties are prohibited from making any award at any tier to any party that is debarred or
suspended or otherwise excluded from or ineligible for participation in Federal Assistance
Programs under Executive Order 12549, “Debarment and Suspension.” By executing this
Agreement, the Local Government certifies that it and its principals are not currently debarred,
suspended, or otherwise excluded from or ineligible for participation in Federal Assistance
Programs under Executive Order 12549 and further certifies that it will not do business with any
party, to include principals, that is currently debarred, suspended, or otherwise excluded from or
ineligible for participation in Federal Assistance Programs under Executive Order 12549. The
parties to this contract shall require any party to a subcontract or purchase order awarded under
this contract to certify its eligibility to receive federal funds and, when requested by the State, to
furnish a copy of the certification.
Article 17, Cost Principles and Office of Management and Budget (OMB) Audit
Requirements, language is deleted is in its entirety and replaced with the following:
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 4 of 8 Revised 03/23/16
In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles
established in 2 CFR 200 that specify that all reimbursed costs are allowable, reasonable, and
allocable to the Project.
Article 19, Civil Rights Compliance, language is deleted in its entirety and replaced with the
following:
A. Compliance with Regulations: The Local Government will comply with the Acts and the
Regulations relative to Nondiscrimination in Federally-assisted programs of the U.S.
Department of Transportation (USDOT), the Federal Highway Administration (FHWA), as they
may be amended from time to time, which are herein incorporated by reference and made part
of this agreement.
B. Nondiscrimination: The Local Government, with regard to the work performed by it during the
contract, will not discriminate on the grounds of race, color, or national origin in the selection
and retention of subcontractors, including procurement of materials and leases of equipment.
The Local Government will not participate directly or indirectly in the discrimination prohibited
by the Acts and the Regulations, including employment practices when the contract covers any
activity, project, or program set forth in Appendix B of 49 CFR Part 21.
C. Solicitations for Subcontracts, Including Procurement of Materials and Equipment: In all
solicitations either by competitive bidding or negotiation made by the Local Government for
work to be performed under a subcontract, including procurement of materials or leases of
equipment, each potential subcontractor or supplier will be notified by the Local Government of
the Local Government’s obligations under this contract and the Acts and Regulations relative
to Nondiscrimination on the grounds of race, color, or national origin.
D. Information and Reports: The Local Government will provide all information and reports
required by the Acts, the Regulations, and directives issued pursuant thereto, and will permit
access to its books, records, accounts, other sources of information, and facilities as may be
determined by the State or the FHWA to be pertinent to ascertain compliance with such Acts,
Regulations or directives. Where any information required of the Local Government is in the
exclusive possession of another who fails or refuses to furnish this information, the Local
Government will so certify to the State or the Federal Highway Administration, as appropriate,
and will set forth what efforts it has made to obtain the information.
E. Sanctions for Noncompliance: In the event of the Local Government's noncompliance with the
Nondiscrimination provisions of this contract, the State will impose such contract sanctions as
it or the FHWA may determine to be appropriate, including, but not limited to:
a. withholding of payments to the Local Government under the contract until the Local
Government complies and/or
b. cancelling, terminating, or suspending of the contract, in whole or in part.
F. Incorporation of Provisions: The Local Government will include the provisions of paragraphs
(A) through (F) in every subcontract, including procurement of materials and leases of
equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto.
The Local Government will take such action with respect to any subcontract or procurement as
the State or the FHWA may direct as a means of enforcing such provisions including sanctions
for noncompliance. Provided, that if the Local Government becomes involved in, or is
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 5 of 8 Revised 03/23/16
threatened with, litigation with a subcontractor or supplier because of such direction, the Local
Government may request the State to enter into such litigation to protect the interests of the
State. In addition, the Local Government may request the United States to enter into such
litigation to protect the interests of the United States.
Article 21, Federal Funding Accountability and Transparency Act Requirements, language is
deleted in its entirety and replaced with the following:
A. Any recipient of funds under this Agreement agrees to comply with the Federal Funding
Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR Part
170, including Appendix A. This agreement is subject to the following award terms:
http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and
http://www.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22706.pdf
B. The Local Government agrees that it shall:
1. Obtain and provide to the State a System for Award Management (SAM) number (Federal
Acquisition Regulation, Part 4, Sub-part 4.11) if this award provides more than $25,000 in
Federal funding. The SAM number may be obtained by visiting the SAM website whose
address is: https://www.sam.gov/portal/public/SAM/
2. Obtain and provide to the State a Data Universal Numbering System (DUNS) number, a
unique nine-character number that allows the Federal government to track the distribution
of federal money. The DUNS number may be requested free of charge for all businesses
and entities required to do so by visiting the Dun & Bradstreet (D&B) on-line registration
website http://fedgov.dnb.com/webform; and
3. Report the total compensation and names of its top five (5) executives to the State if:
i. More than 80% of annual gross revenues are from the Federal government, and those
revenues are greater than $25,000,000; and
ii. The compensation information is not already available through reporting to the
U.S. Securities and Exchange Commission
Article 22, Single Audit Report, language is deleted in its entirety and replaced with the
following:
A. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502,
ensuring that the single audit report includes the coverage stipulated in 2 CFR 200.
B. If threshold expenditures of $750,000 or more are met during the fiscal year, the Local
Government must submit a Single Audit Report and Management Letter (if applicable) to
TxDOT's Compliance Division, 125 East 11th Street, Austin, TX 78701 or contact TxDOT’s
Compliance Division at singleaudits@txdot.gov.
C. If expenditures are less than the threshold during the Local Government's fiscal year, the Local
Government must submit a statement to TxDOT's Compliance Division as follows: "We did not
meet the $______ expenditure threshold and therefore, are not required to have a single audit
performed for FY ______."
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 6 of 8 Revised 03/23/16
D. For each year the project remains open for federal funding expenditures, the Local
Government will be responsible for filing a report or statement as described above. The
required annual filing shall extend throughout the life of the agreement, unless otherwise
amended or the project has been formally closed out and no charges have been incurred
within the current fiscal year.
Article 23, Pertinent Non-Discrimination Authorities, is added with the following:
During the performance of this contract, the Local Government, for itself, its assignees, and
successors in interest agree to comply with the following nondiscrimination statutes and
authorities; including but not limited to:
A. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits
discrimination on the basis of race, color, national origin); and 49 CFR Part 21.
B. The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42
U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been
acquired because of Federal or Federal-aid programs and projects).
C. Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), as amended, (prohibits
discrimination on the basis of sex).
D. Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.) as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27.
E. The Age Discrimination Act of 1975, as amended, (49 U.S.C. § 6101 et seq.), (prohibits
discrimination on the basis of age).
F. Airport and Airway Improvement Act of 1982, (49 U.S.C. Chapter 471, Section 47123), as
amended, (prohibits discrimination based on race, creed, color, national origin, or sex).
G. The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and
applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and
Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms
“programs or activities” to include all of the programs or activities of the Federal-aid recipients,
subrecipients and contractors, whether such programs or activities are Federally funded or
not).
H. Titles II and III of the Americans with Disabilities Act, which prohibits discrimination on the
basis of disability in the operation of public entities, public and private transportation systems,
places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as
implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38.
I. The Federal Aviation Administration’s Nondiscrimination statute (49 U.S.C. § 47123) (prohibits
discrimination on the basis of race, color, national origin, and sex).
J. Executive Order 12898, Federal Actions to Address Environmental Justice in Minority
Populations and Low-Income Populations, which ensures nondiscrimination against minority
populations by discouraging programs, policies, and activities with disproportionately high and
adverse human health or environmental effects on minority and low-income populations.
K. Executive Order 13166, Improving Access to Services for Persons with Limited English
Proficiency, and resulting agency guidance, national origin discrimination includes
discrimination because of limited English proficiency (LEP). To ensure compliance with Title
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 7 of 8 Revised 03/23/16
VI, the parties must take reasonable steps to ensure that LEP persons have meaningful
access to the programs (70 Fed. Reg. at 74087 to 74100).
L. Title IX of the Education Amendments of 1972, as amended, which prohibits the parties from
discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq.).
Attachment A, Resolution or Ordinance, is deleted in its entirety and replaced with Attachment
A-1, Resolution or Ordinance, which is attached to this amendment.
Attachment C, Project Budget Estimate and Source of Funds, is deleted in its entirety, and
replaced with Attachment C-1, Project Budget, which is attached to this amendment. Construction
Direct State Costs funding has changed to 100% State funding. Construction cost for federal fixed
funds have increased to $20,000,000.00 and State fixed funds have increased to $4,600,000.00.
The State is responsible for overruns.
All other provisions of the original contract are unchanged and remain in full force and effect.
2. Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this agreement on
behalf of the entity represented.
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
F e d e r a l H i g h w a y A d m i n i s t r a t i o n
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA–AFA_Amend Page 8 of 8 Revised 03/23/16
THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate.
THE LOCAL GOVERNMENT
_________________________________
Signature
_________________________________
Typed or Printed Name
_________________________________
Title
_________________________________
Date
THE STATE OF TEXAS
_________________________________
Kenneth Stewart
Director of Contract Services
Texas Department of Transportation
_________________________________
Date
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
Federal Highway Administration
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA-LPAFA_ShortGen.doc Page 1 of 1 Attachment A-1
ATTACHMENT A-1
RESOLUTION OR ORDINANCE
(SEE ATTACHMENTS)
CSJ #1978-01-050
District # 02-Fort Worth
Code Chart 64 # 40050
Project: FM 1938
Federal Highway Administration
CFDA Title: Highway Planning and
C o n s t r u c t i o n
CFDA No.: 20.205
Not Research and Development
AFA-LPAFA_ShortGen.doc Page 1 of 1 Attachment C-1
ATTACHMENT C-1
PROJECT BUDGET ESTIMATE AND SOURCE OF FUNDS
Costs will be allocated based on applicable Federal funding and a fixed amount of Local Government
funding until Local Government funding reaches the maximum obligated amount. The State will then
be responsible for 100% of the costs.
Work Performed by the Local Government
Description Total Est.
Cost
Federal
Funding
Payments by
State
Local Participation
Cost Cost Cost
Right of Way $3,500,000 $0 $0 $3,500,000
Engineering $1,500,000 $0 $0 $1,500,000
Work Performed by the State
Description Total Est.
Cost
Federal
Funding
State
Participation
Payments by Local
Gov’t
Cost Cost Cost
Construction (Federal funds) $25,000,000 $20,000,000 $4,600,000 $400,000
Construction (Local funds) $1,860,290 $0 $0 $1,860,290
State Costs for Review, Inspection, and Oversight of Work Performed by the Local Government
Description Total Est.
Cost
Federal
Funding
State
Participation
Payments by Local
Gov’t
Cost Cost Cost
Environmental Direct State
Costs
$37,499 $0 $0 $37,499
Right of Way Direct State
Costs
$1 $0 $0 $1
Engineering Direct State
Costs
$37,499 $0 $0 $37,499
Utility Direct State Costs $1 $0 $0 $1
Construction Direct State
Costs
$3,350,504 $0 $3,350,504 $0
Indirect State Costs $1,903,295 $0 $1,903,295 $0
TOTAL $37,189,089 $20,000,000 $9,853,799 $7,335,290
Initial payment made by the Local Government to the State: $2,335,290.00
Payment to be made by the Local Government at the time of Amendment execution: $0.00
Total payment by the Local Government to the State $2,335,290.00
The total amount of Local Government participation shall not exceed the amount appearing above.