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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. CITY SECRETARY INTERLOCAL AGREEMENT CONTRACT NO. I� g`7 STATE OF TEXAS § COUNTY OF TARRANT § This Agreement is made by and between the City of Southlake, Texas ("Southlake") and the City of Keller ("Keller"), acting herein by and through their duly authorized city managers, for the purpose of documenting a cost-sharing agreement between the parties to facilitate and implement a Local Transportation Project Advance Funding Agreement (LPAFA) between Southlake and the Texas Department of Transportation("the State")for the construction of FM 1938, such project to be known as the FM 1938 Phase 2 CSJ: 1978-01-050 ("the Project"). RECITALS WHEREAS, Chapter 791,Texas Government Code authorizes Interlocal Contracts between governmental entities to perform services either could undertake individually; and also specifically authorizes a local government to enter into and make payments under an agreement with another local government for the design, development, financing, construction, maintenance, operation, extension, expansion, or improvement of a project or facility on the state highway system; WHEREAS,the Project is located partly in Southlake and partly in Keller; WHEREAS, Keller agrees to the terms and conditions outlined in the LPAFA, which is attached to and made part of this agreement,for the construction of the FM 193 8 Phase 2 Project; and WHEREAS, Southlake and Keller both wish to facilitate and implement the LPAFA, and agree to bear the expenses of the Project associated with construction in each respective City and their proportionate share of the expenses of the Project which cannot reasonably be allocated to a specific City, and to otherwise set forth their respective rights and responsibilities regarding the Project; and WHEREAS, The local government share for the project as provided in the in the LPAFA is $2,260,290,which represents the costs is to be paid to the State for the construction of the landscape, irrigation and amenities associated with the Project; TERMS OF AGREEMENT NOW, THEREFORE,the parties agree to the following: 1. The local government of the Project costs to be paid for the construction of the landscape, irrigation and amenities is $2,260,290. Responsibility for this amount will be divided between the parties as indicated in Exhibit A. 2. In addition, Keller shall be responsible for all additional non-federal and non-state funding, including any project cost overruns, as outlined in section 12.D of the LPAFA, which is required due to events, occurrences, and/or conditions wholly within the Keller City Limits, and Southlake shall be responsible for all additional non-federal and non-state funding, including any project cost overruns, as outlined in section 12.1) of the LPAFA, which is Interlocal Agreement with City of Keller FM 1938Phase 2 Project Page 1 of 5 required due to events, occurrences, and/or conditions wholly within the Southlake City Limits. If any additional non-federal and non-state funding requirements, including any project cost overruns, are due to events, occurrences, and/or conditions which occur within the City Limits of both parties,the parties will either agree on a reasonable allocation of such costs, or absent agreement, such costs will be allocated between the parties in the proportions indicated in Exhibit A. 3. In addition in the event that the State determines that additional funds are required from the Local Governments at any time during the Project as outlined in section 12.17 of the LPAFA, Keller shall be responsible for all such additional funds which are required due to events, occurrences, and/or conditions wholly within the Keller City Limits, and Southlake shall be responsible for all such additional funds which are required due to events, occurrences, and/or conditions wholly within the Southlake City Limits. If any additional funds are required from the Local Governments at any time during the Project as outlined in section 12.F of the LPAFA due to events,occurrences,and/or conditions which occur within the City Limits of both parties,the parties will either agree on a reasonable allocation of such costs,or absent agreement, such costs will be allocated between the parties in the proportions indicated in Exhibit A. 4. Keller shall provide construction administration, as required, for the construction of the Project within the City of Keller City Limits. 5. In addition,in the event that additional funds are required from the Local Governments at any time during the Project for any cost overruns associated with work stoppages, Keller will be responsible for all such additional funds which are required due to events, occurrences, and/or conditions wholly within the Keller City Limits, and Southlake shall be responsible for all such additional funds which are required due to events, occurrences, and/or conditions wholly within the Southlake City Limits. If any additional funds are required from the Local Governments at any time during the Project for any cost overruns associated with work stoppages due to events, occurrences, and/or conditions which occur within the City Limits of both parties,the parties will either agree on a reasonable allocation of such costs, or absent agreement, such costs will be allocated between the parties in the proportions indicated in Exhibit A. 6. Any amounts due from Keller under this Agreement will be paid by Keller to Southlake within thirty (30) days after Southlake presents Keller with an invoice for such amounts. 7. This agreement may be executed in multiple originals and when executed all such counterparts shall constitute one document. Interlocal Agreement with City of Keller FM 1938Phase 2 Project Page 2 of 5 AGREED this I �] day of , 2014. CITY OF SOUTHLAKE By: RN CJ(1�0 John Terrell, Mayor ATTEST: City Secretary %• APPROVED AS TO FORM AND LEGALITY: Att ey Interlocal Agreement with City of Keller FM 1938Phase 2 Project Page 3 of 5 AGREED this day of Z51 ilV 2014. CITY OF KELLER By: Ste e Polasek, City Manager ATTEST: Shei a Stephens, City Se etary APPRO TO FO AND LEGALITY: Attorney Interlocal Agreement with City of Keller FM 1938Phase 2 Project Page 4 of 5 EXHIBIT A FM 1938 PHASE 2 PROJECT PARTICIPATION CSJ: 1978-01-050 Local Transportation Project Advance Funding Agreement Payments by Local Government $2,260,290.00 Cost Share per City: City of Southlake Share (78.03%)* $1,763,704.28 City of Keller (21.97%)* $496,585.71** * The percentages for apportioning the costs were derived from the percentage of roadway which fronts FM 1938 Phase 2. ** Keller shall reimburse Southlake within 30 days after executing the LPAFA with the Texas Department of Transportation. Interlocal Agreement with City of Keller FM 1938Phase 2 Project Page 5 of 5 1 RESOLUTION NO. 3526 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF KELLER, TEXAS, APPROVING AN INTERLOCAL AGREEMENT WITH THE CITY OF 4 SOUTHLAKE, FOR THE CONSTRUCTION IMPROVEMENTS TO THE FM 1938 - PHASE II PROJECT; AND AUTHORIZING THE CITY MANAGER 5 TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF 6 KELLER, TEXAS . 7 WHEREAS, the FM 1938-Phase II Project is within the cities of Southlake and Keller. The Texas 8 Department of Transportation (TxDOT) requires a Local Project Advance Funding 9 Agreement (LPAFA) with the Local Government 10 for the construction of the Project; and 11 WHEREAS, the widening improvements are located from the City of Keller/Westlake city limits to 12 the intersection of FM 1709 (Southlake Boulevard) . Both cities will share in the 13 cost of construction through an Interlocal 14 Agreement (ILA) ; and 15 WHEREAS, the City of Southlake will share in 78 . 030 of the construction costs and execute the 16 Local Project Advance Funding Agreement with TxDOT. The City of Keller' s share is 21 . 97% 17 which Southlake will invoice within thirty 18 (30) days of executing the LPAFA with TxDOT. The percentages were derived from the 19 percentage of roadway which fronts FM 1938 - Phase II; and 20 WHEREAS, the City Council of the City of Southlake, 21 Texas approved said Interlocal Agreement on 22 June 17, 2014; and 23 WHEREAS, The City Council of the City of Keller, Texas has deemed it necessary and in the 24 best interest of the citizens of the City of Keller to enter into an Interlocal 25 Agreement, attached hereto as Exhibit. "A", 26 with the City of Southlake . 27 28 1 1 2 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KELLER, TEXAS : 3 Section 1 : THAT, the above findings are hereby found to 4 be true and correct and are incorporated herein in their entirety. 5 Section 2 : THAT, the City Council of the City of 6 Keller, Texas hereby approves an Interlocal 7 Agreement with the City of Southlake, attached hereto as Exhibit "A", for the 8 construction improvements to the FM 1938 - Phase II Project; and further authorizes the 9 City Manager to execute said Agreement relating thereto on behalf of the City of 10 Keller, Texas . 11 AND IT IS SO RESOLVED. 12 Passed by a vote of 7 to 0 on this the 1st day of July, 13 2014 . 14 15 CITY OF KELLER, TEXAS 16 17 BY: Mark athews, Mayor 18 19 ATTEST: 20 21 22 She a Step ens, ity ecretary 23 Approved as to Form and Legality: 24 2 L. St on Low y, City Attorney 26 27 28 2 FM 1938 Phase 2 Street Reconstruction h s it FAWKES`L•N � � � �" � p� }q FM 1938 Phase 2 � Street Reconstruction „ ," ,f r, 1 � y . '* � ?� '�.a 1y� � �`.l..,ycl ae� .a, " i.'• � `" •� �,. 4.Rn�{4!� i'! `r, 5 �T, yam. (( 1,^.. �� "._�jQ��p' \y1 Ste' R�;•g�1!`' ,+ .f �"�1 ~ $.`( `�_� t � �(� � fRi. ^�� 1. `��R;T "4�I �``� � :.=e �.at' ��'F.�!A•1# F.�M{ IN re JOHNSON RD ��Y T�; `�` �-'� `,�z�'�`. wR�*-'� ' `i°°+M►:v. 47 a xA r E Oct „fix.•g 2013 Aerial o ��'"�.• ,� �, - Lih'of� ORIGINAL DOCUMENT CITY OF SOUTHLAKE ® Council ActiOnO N OrdJRes. No. Date ApprovcdO L-I Texas Department of Transportation 125 EAST 11TM STREET I AUSTIN,TEXAS 78701.2483 1 (512)463-8700 1 WWW.TXDOT.GOV March 24, 2014 RE: FM 1938 From 0.2 mile south of FM 1709 To: Randol MITI Road/Westlake County Line CSJ: 1978-01-050 Tarrant County Shane K.Yelverton City Manager City of Southlake 1400 Main Street,Suite 460 Southlake,TX 76092 Dear Ms.Yelverton: Attached are two originals of the Local Project Advance Funding Agreement between the City Southlake and the State for the above referenced project. Please execute both originals and return them to the Fort Worth District at: Texas Department of Transportation Attn: Rose Rodriguez -Transportation Planning& Development 2501 S.W. Loop 820 Fort Worth,Texas 76133 If needed, please place City stamps or extra signatures on the back of the agreement to preclude legibility issues. If you should have any questions concerning this matter, please contact Rose Rodriguez at (817)370-6997. Sincerely, Loyl C. Bussell, P.E. Transportation Planning&Development Director Fort Worth District Enclosures OUR GOALS MAINTAIN A SAFE SYSTEM • ADDRESS CONGESTION • CONNECT TEXAS COMMUNITIES • BEST IN CLASS STATE AGENCY An Equal Opportunity Employer CSJ #1978-01-050 District# 02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development STATE OF TEXAS § COUNTY OF TRAVIS § LOCAL TRANSPORTATION PROJECT ADVANCE FUNDING AGREEMENT For A An Surface Transportation Program Metro Mobility (STP-MM) Project THIS Local Project Advance Funding Agreement(LPAFA) is made by and between the State of Texas, acting by and through the Texas Department of Transportation, called the "State", and the City of Southlake, acting by and through its duly authorized officials, called the "Local Government." WITNESSETH WHEREAS, a Master Agreement between the Local Government and the State has been adopted and states the general terms and conditions for transportation projects developed through this LPAFA; and, WHEREAS, the Texas Transportation Commission passed Minute Order Number 113676 that provides for the development of, and funding for, the Project described herein; and, WHEREAS, the Governing Body of the Local Government has approved entering into this LPAFA by resolution or ordinance dated April 19, 2011, which is attached to and made a part of this agreement as Attachment A for the development of the Project. A map showing the Project location appears in Attachment B, which is attached to and made a part of this agreement. WHEREAS, the State and the Local Government executed an Advance Funding Agreement for CSJ 1978-01-050 on May 19, 2011; and WHEREAS, it has become necessary to terminate that Advance Funding Agreement and replace it with this Advance Funding Agreement, CSJ 1978-01-050; and NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties, to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: AGREEMENT 1. Period of the Agreement The period of this LPAFA is as stated in the Master Agreement, without exception. 2. Termination of this LPAFA Termination of this LPAFA shall be under the conditions as stated in the Master Agreement. This LPAFA may be terminated by the State if the Project is inactive for thirty-six (36) months or longer and no expenditures have been charged against federal funds. AFA-LPAFA_ShortGen.doc Page 1 of 8 Revised 03/29/2013 CSJ #1978-01-050 District# 02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA# 20.205 Not Research and Development 3. Amendments Amendments to this LPAFA shall be made as described in the Master Agreement, without exception. 4. Scope of Work The scope of work for this LPAFA is described as reconstruction and widening of FM 1938 from a 2 lane road to a 4 lane divided roadway from FM 1709 to Randol Mill Road and FM 1938/FM 1709 intersection improvements, approximately 1000' in each direction. 5. Right of Way and Real Property Right of way and real property shall be the responsibility of the Local Government as stated in the Master Agreement, without exception. 6. Utilities Adjustment of utilities will be provided by the Local Government as required and as stated in the Master Agreement, without exception. 7. Environmental Assessment and Mitigation Environmental assessment and mitigation will be carried out as stated in the Master Agreement. Additionally, before the advertisement for bids, the Local Government shall provide to the State written documentation from the appropriate regulatory agency or agencies that all environmental clearances have been obtained. 8. Compliance with Texas Accessibility Standards and ADA Compliance with Texas Accessibility Standards and the Americans with Disabilities Act (ADA) will be as stated in the Master Agreement, without exception. 9. Architectural and Engineering Services Architectural and engineering services will be provided by the Local Government as stated in the Master Agreement. The Local Government is responsible for performance of any required architectural or preliminary engineering work. For projects on the state highway system, the design shall, at a minimum conform to applicable State manuals. For projects not on the state highway system, the design shall, at a minimum, conform to applicable American Association of State Highway and Transportation Officials design standards. The State may review and comment on the work as required to accomplish the public purposes of the State. The Local Government will cooperate fully with the State in accomplishing these local public purposes to the degree permitted by State and Federal law. 10. Construction Responsibilities Construction responsibilities will be carried out by the State as stated in the Master Agreement. 11. Project Maintenance Project maintenance will be undertaken as provided for in the Master Agreement, without exception. AFA-LPAFA_ShortGen.doc Page 2 of 8 Revised 03/29/2013 CSJ #1978-01-050 District#02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development 12. Local Project Sources and Uses of Funds 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 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 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, including any project cost overruns, unless otherwise provided for in this agreement or through amendment of this agreement. 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. In the event that the State determines that additional funding by the Local Government is required at any time during the Project, the State will notify the Local Government in writing. The Local Government shall make payment to the State within thirty (30) days from receipt of the State's written notification. G. 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 Trust Fund." The check or warrant shall be deposited by the State in an escrow account to be managed by the State. Funds in the escrow account may only be applied by the State to the Project. If, after final Project accounting, excess funds remain in the escrow account, those funds may be applied by the State to the Local Government's AFA-LPAFA_ShortGen.doc Page 3 of 8 Revised 03/29/2013 CSJ #1978-01-050 District#02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development contractual obligations to the State under another advance funding agreement with approval by appropriate personnel of the Local Government. H. 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 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. 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. 13. Document and Information Exchange The Local Government agrees to electronically deliver to the State all general notes, specifications, contract provision requirements, and related documentation in a Microsoft®Word or similar document. If requested by the State, the Local Government will use the State's document template. The Local Government shall also provide a detailed construction time estimate including types of activities and month in the format required by the State. This requirement applies whether the Local Government creates the documents with its own forces or by hiring a consultant or professional provider. At the request of the State, the Local Government shall submit any information required by the State in the format directed by the State. 14. Incorporation of Master Agreement Provisions This LPAFA incorporates all of the governing provisions of the Master Agreement in effect on the date of final execution of this LPAFA, unless an exception has been made in this agreement. 15. Insurance If this Agreement authorizes the Local Government or its contractor to perform any work on State right of way, before beginning work the entity performing the work shall provide the State with a fully executed copy of the State's Form 1560 Certificate of Insurance verifying the existence of AFA-LPAFA_ShortGen.doc Page 4 of 8 Revised 03/29/2013 CSJ#1978-01-050 District#02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development coverage in the amounts and types specified on the Certificate of Insurance for all persons and entities working on State right of way. This coverage shall be maintained until all work on the State right of way is complete. If coverage is not maintained, all work on State right of way shall cease immediately, and the State may recover damages and all costs of completing the work. 16. Debarment Certification 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 is 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 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. 17. Cost Principles and Office of Management and Budget (OMB) Audit Requirements In order to be reimbursed with federal funds, the parties shall comply with the Cost Principles established in OMB Circular A-87 that specify that all reimbursed costs are allowable, reasonable, and allocable to the Project. 18. Notices All notices to either party shall be delivered personally or sent by certified or U.S. mail, postage prepaid, addressed to that party at the following address: Local Government: State: City Manager Director of Contract Services Office City of Southlake Texas Department of Transportation 1400 Main Street, Suite 460 125 E. 11 Department Southlake, Texas 76092 Austin, Texas 78701 All notices shall be deemed given on the date delivered in person or deposited in the mail, unless otherwise provided by this agreement. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that notices shall be delivered personally or by certified U.S. mail, and that request shall be carried out by the other party. 19. Civil Rights Compliance The Local Government shall comply with the regulations of the U.S. Department of Transportation as they relate to non-discrimination (49 CFR Part 21 and 23 CFR Part 200), and Executive Order 11246 titled "Equal Employment Opportunity," as amended by Executive Order 11375 and supplemented in the Department of Labor Regulations (41 CFR Part 60). AFA-LPAFA_ShortGen.doc Page 5 of 8 Revised 03/29/2013 CSJ #1978-01-050 District#02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development 20. Disadvantaged Business Enterprise (DBE) Program Requirements A. The parties shall comply with the Disadvantaged Business Enterprise Program requirements established in 49 CFR Part 26. B. The Local Government shall adopt, in its totality, the State's federally approved DBE program. C. The Local Government shall set an appropriate DBE goal consistent with the State's DBE guidelines and in consideration of the local market, project size, and nature of the goods or services to be acquired. The Local Government shall have final decision-making authority regarding the DBE goal and shall be responsible for documenting its actions. D. The Local Government shall follow all other parts of the State's DBE program referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the Adoption of the Texas Department of Transportation's Federally-Approved Disadvantaged Business Enterprise by Entity, and attachments found at web address http://ftp.dot.state.tx.us/pub/b(dot-info/bop/dbe/mou/mou attachments.pdf. E. The Local Government shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any U.S. Department of Transportation (DOT)-assisted contract or in the administration of its DBE program or the requirements of 49 CFR Part 26. The Local Government shall take all necessary and reasonable steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of DOT-assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the Local Government of its failure to carry out its approved program, the State may impose sanctions as provided for under 49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). F. Each contract the Local Government signs with a contractor (and each subcontract the prime contractor signs with a sub-contractor) must include the following assurance: The contractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this agreement, which may result in the termination of this agreement or such other remedy as the recipient deems appropriate. 21. Federal Funding Accountability and Transparency Act Requirements 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.qpo.gov/fdsys/pkq/FR-2010-09-14/pdf/2010-22705.Pdf and hftp://www.apo.gov/fdsys/r)kq/FR-2010-09-14/pdf/2010-22706.pdf B. The Local Government agrees that it shall: 1. Obtain and provide to the State a Central Contracting Registry (CCR) number (Federal Acquisition Regulation, Part 4, Sub-part 4.1100) if this award provides for more than $25,000 in Federal Funding. The CCR number may be obtained by visiting the CCR website whose address is: https://www.sam.gov/portal/public/SAM/; AFA-LPAFA_ShortGen.doc Page 6 of 8 Revised 03/29/2013 CSJ #1978-01-050 District#02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development 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 htti)://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. 22. Single Audit Report 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 OMB Circular A-133. B. If threshold expenditures of$500,000 or more are met during the Local Government's fiscal year, the Local Government must submit a Single Audit Report and Management Letter (if applicable) to TxDOT's Audit Office, 125 E. 11th Street, Austin, TX 78701 or contact TxDOT's Audit Office at http://www.txdot.gov/inside-txdot/office/auditleontact.htmi. C. If expenditures are less than $500,000 during the Local Government's fiscal year, the Local Government must submit a statement to TxDOT's Audit Office as follows: "We did not meet the $500,000 expenditure threshold and therefore, are not required to have a single audit performed for FY " 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. 23. Signatory Warranty Each signatory warrants that the signatory has necessary authority to execute this agreement on behalf of the entity represented. AFA-LPAFA_ShortGen.doc Page 7 of 8 Revised 0 3/2 912 0 1 3 CSJ 91978-01-050 District# 02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA# 20.205 Not Research and Development THIS AGREEMENT IS EXECUTED by the State and the Local Government in duplicate. nTHE LOCAL GOVERNMENT RY Signature John C. err�ll Typed or Printed Name n Y r � jftj� BF Title l7 -oX/4 Date THE STATE OF TEXAS Janice Mullenix Director of Contract Services Texas Department of Transportation Date ATTEST: °'�r►+�c "'-., � M (WY nunnu,` APPRI MASTOFORMANDLEGALITY cr"777 AFA-LPAFA_ShortGen.doc Page 8 of 8 Revised 03/29/2013 CSJ #1978-01-050 District#02-Fort Worth Code Chart 64 #40050 Project: FM 1938 Federal Highway Administration CFDA#20,205 Not Research and Development ATTACHMENT A RESOLUTION OR ORDINANCE RESOLUTION NO. 11.013 A RESOLUTION APPROVING THE ADVANCE FUNDING AGREEMENT FOR A LOCAL TRANSPORTATION PROJECT FOR FM 1038 PHASE 2 WITH THE STATE OF TEXAS AND AUTHORIZING THE MAYOR TO EXECUTE SAME, WHEREAS, the City of Southlske considers FM 1038 to be a vital transportation link within the Northeast Tarrant County region and of significant Importance to the community,,and WHEREAS, the Texas Transportation Commission passed Minute Order 112237 that provides for the development of,and funding for the FM1038 project; and WHEREAS, the City of Southlako has an engineering contract for the - design and plan preparation for FM 1938 and intedacal agreements with the City of Keifer and Tarrant County for the funding of the design of this project;and WHEREAS, TxDOT requires the Advance Funding Agreement to review the plans for construction of FM 1938;and WHEREAS, the Texas Department of Transportation prepared an Advanced Funding Agreement for the Local Transportation Project for FM 1938; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE.TEXAS THAT! SECTION 1 THAT the Advance Funding Agreement with the State of Texas, acting through the Texas Department of Transportation, Is hereby approved and accepted by the City of Southlake;and AFA-LPAFA_ShortGen.doc Page 1 of 2 Attachment A CSJ #1978-01-050 District#02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA# 20.205 Not Research and Development ATTACHMENT A RESOLUTION OR ORDINANCE (Con't) SECTION 2 This resolution shall take effort upon its passage and approval. PASSED AND APPROVED THIS,Pth DAY OF 2011. C_ John Terrell, Mayo ATTEST: „Muuw.gy ""W 14 Altcla Richardson,TRMC}+-i City Secretary ssU „ ara AFA-LPAFA_ShortGen.doc Page 2 of 2 Attachment A CSJ #1978-01-050 District# 02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development ATTACHMENT B PROJECT LOCATION MAP - End Project . t Denton sr►antCwKky .Ybibx j y ,. i r L Y Ord • tfunY Begin Project Legend /'�� Frr�x'saA p•rya.i,ki�r rr-n I ��L � Yam' �i I r ipppp q Figure 1.3 Project Location Map •71 ,.:tit�.r�; � - . AFA-LPAFA_ShortGen.doc Page 1 of 1 Attachment B CSJ #1978-01-050 District# 02-Fort Worth Code Chart 64#40050 Project: FM 1938 Federal Highway Administration CFDA#20.205 Not Research and Development ATTACHMENT C PROJECT BUDGET ESTIMATE AND SOURCE OF FUNDS Construction costs will be allocated based on 80% Federal funding and 20% State funding until the federal funding reaches the maximum Metropolitan Planning Organization allocated amount obligated. The Local Government will then be responsible for 100% of the costs. Work Performed by the Local Government Description Total Est. Federal Funding Payments by Local Participation Cost State % Cost % Cost % Cost Right of Way $3,500,000 0% 0 0% $0 100%$3,500,000 Enqineerinq $1,600,000 0% $0 0% $0 100%$1,500,000 Work Performed by the State Description Total Est. LFecleral Fundingk ate Payments by Cost Participation Local Gov't Cost Cost % Cost Construction (Federal funds 21,000,000 16,800,000 ,200,0000% $0 Construction Local funds $ 2,042,000 0 100% 21042,000 State Costs for Review, Inspection, and Oversi ht of Work Description Total Est. Federal Funding State Payments by Cost Partici ation Local Gov't % Cost % Cost % Cost Environmental Direct State 37,499 0% $0 0% $0 100%$37,499 Costs Right of Way Direct State 1 0% 0 0% $0 100%$1 Costs Engineering Direct State $ 37,499 0% 0 0% $0 100%$37,499 Costs Utility Direct State Costs $ 1 0% $0 0% $0 100%$1 Construction Direct State $ 2,244,900 80% $1,795,920 20% $448,980 0% $0 Costs (10.69%, Federal funds Construction Direct State $ 218,290 0% $0 0% $0 100%$218,290 Costs 10.69%, Local funds Indirect State Costs 4.83% 1,354,429 0% $0 100% 1,354,429 0% 0 TOTAL 31,934,6191 1$18,595,920 $6,003,409 $7,335,290 Initial payment made by the Local Government to the State: $75,000.00 Payment by the Local Government to the State before construction: $2,260,290.00 Estimated total payment by the Local Government to the State $2,335,290.00 This is an estimate. The final amount of Local Government participation will be based on actual costs. AFA-LPAFA_ShortGen.doc Page 1 of 1 Attachment C