Item 4ECITY OF
SOUTHLAKI
MEMORANDUM
(February 19, 2013)
To: Shana Yelverton, City Manager
From: Robert H. Price, P.E., Director of Public Works
Subject: Authorize the City Manager to Approve a Local Project
Advance Funding Agreement (LPAFA) with the Texas
Department of Transportation for the construction of a
turnaround bridge (East Side Only) at SH 114 and Carroll
Avenue
Action
Requested: Authorize the City Manager to Approve a Local Project Advance
Funding Agreement (LPAFA) with the Texas Department of
Transportation for the construction of a turnaround bridge (East
Side Only) at SH 114 and Carroll Avenue.
Background
Information: The proposed Local Project Advance Funding Agreement (LPAFA)
is currently being reviewed by TxDOT officials in Austin. Please
note that the copy in your packet is marked "DRAFT". The Fort
Worth TxDOT staff has requested that a draft LPAFA for the
SH114 Turnaround (East Side Only) at North Carroll Avenue be
considered by the Southlake City Council at this time. Because the
project is being fast tracked, several processes are being run
concurrently to expedite the process. State and City staff do not
anticipate any significant changes to the draft LPAFA as presented
to Council for consideration.
The DFW Connector project originally anticipated the inclusion of a
direct ramp connection between SH 114 and FM 1709, otherwise
known as Southlake Blvd. Due to cost constraints, the
aforementioned ramp was deleted from the project. This ramp was
projected to provide primary access to much of Southlake's retail
district. While access to the retail district of Southlake, adjacent to
SH 114 is still possible through exits provided on westbound SH
114, it is now projected that a larger amount of traffic accessing the
retail district located between Kimball Avenue and Carroll Avenue,
including the Town Square development will utilize the Carroll
Avenue interchange. The additional projected traffic will place
additional stress on the capacity provided in the Carroll Avenue/SH
114 intersection.
A "grade separated" Texas Turnaround located on the east side of
the Carroll Avenue/SH 114 intersection bridge has been identified
as a solution to addressing the additional traffic volume. Gateway
Church, Cooper and Stebbins, Inc. (the developer of Southlake
Town Square), Tarrant County, the City of Southlake and TxDOT
have come to an understanding that this project is of a significant
importance to both the adjacent major property owners, the City,
the County and the State. The above mentioned parties have
executed a Memorandum of Understanding (MOU) establishing the
financial consideration of the participating parties to enable the
construction of the project. The City of Southlake is the local
governmental authority who TxDOT must execute an Advance
Funding Agreement (LPAFA) in order to move forward with this
project. In the action, the City is representing the parties to the
Memorandum of Understanding.
The anticipated construction cost is $1,800,000 with approximately
$972,995 of the construction cost being provided by federal/state
funds. Per the MOU between the City and the other three parties,
the city of Southlake as well as the other three parties is
responsible for the anticipated cost of $250,000 each.
Per discussions with City Council, the City staff has requested an
upgrade in the bridge rail as well as other amenities in accordance
with the Urban Design Study. As part of this project, city staff is
also requesting TxDOT to repaint the existing Carroll Avenue
bridge so that the paint scheme of the two structures is similar. The
additional costs of these improvements will be borne by the city
and will be in addition to the $250,000 contribution toward the
construction. The additional improvements are expected to be less
than the $100,000 also allocated for the project.
Financial
Considerations: The approval of this Local Project Advance Funding Agreement
(LPAFA) is required before TxDOT can schedule the subject
project for Final Review and Advertising for bids. On October 2,
2012, the Memorandum of Understanding (MOU) establishing a
commitment of $250,000 for each of the four (4) parties toward the
planning, design and construction of the SH114 turnaround located
on the east side of the Carroll Avenue interchange for the city. The
LPAFA indicates that federal funds in the amount of $816,840 and
$156,155 in state funds are being made available for the
construction of the project. The cost of the project is currently
estimated at $2,052,995.
The City Council authorized $100,000 for the SH114 Texas
Turnaround project in the FY 2012 Capital Improvement Project
budget. Additional funds to meet the city's commitment of
$250,000 toward this project are available from funds authorized in
the adopted FY 2013 Capital Improvement Project (CIP) budget for
the Traffic Signal at Watermere and FM 1709 Improvement Project.
Council adopted the proposed FY 2013 CIP budget with an
amendment to utilize Red Light Camera funds for the construction
of the proposed signal in lieu of General Fund dollars as originally
proposed by staff. In addition, the proposed Five -Year CIP plan
included in this year's Annual budget also included $250,000 of
planned expenses in 2014. It is anticipated that the funds will be
needed before the 2014 CIP funds will be available.
Strategic Link: The construction of a turnaround bridge located on the east side of
Carroll Avenue provided for under this Advance Funding
Agreement links to the City's strategy map relative to the focus
areas of Mobility, Infrastructure, and Partnerships. The specific
corporate objectives that are met by this construction project
include: providing travel convenience throughout the city and
region, collaborating with select partners to implement service
solutions, and investing to provide and maintain high quality public
assets.
Citizen Input/
Board Review: N/A
Legal Review: This Local Project Advance Funding Agreement is a standard
TxDOT agreement that is required to be approved for this project to
proceed to the next phase.
Alternatives: The City Council may approve or deny the agreement.
Supporting
Documents: Local Project Advance Funding Agreement (LPAFA)
Location Map
Staff
Recommendation: Authorize the City Manager to Approve a Local Project Advance
Funding Agreement (LPAFA) with the Texas Department of
Transportation for the construction of a turnaround bridge (East
Side Only) at SH 114 and Carroll Avenue.
Staff Contact: Robert H. Price, P.E., Public Works Director
Gordon J. Mayer, Jr., P.E., City Engineer
Cheryl Taylor, P.E., Civil Engineer
STATE OF TEXAS §
COUNTY OF TRAVIS §
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
LOCAL TRANSPORTATION PROJECT
ADVANCE FUNDING AGREEMENT
For A
Congestion Mitigation and Air Quality Improvement Program
On -System A&
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 I%k
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 113250 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 , 20_, 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.
L
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:
IMP
I%k I 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.
3. Amendments
Amendments to this LPAFA shall be made as described in the Master Agreement, without
exception.
AFA-LPAFA_ShortGen.doc Page 1 of 8 Revised 01 /22/2013
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
4. Scope of Work
The scope of work for this LPAFA is described as construct turnaround bridge from northbound to
southbound and left turn lane on the northbound approach.
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 Am
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 by the State.
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.
1W Im %
10. Construction Responsibilities Nhh'
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. qmw
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.
AFA-LPAFA_ShortGen.doc Page 2 of 8 Revised 01 /22/2013
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
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
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
AFA-LPAFA_ShortGen.doc Page 3 of 8 Revised 01 /22/2013
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
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
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
AFA-LPAFA_ShortGen.doc Page 4 of 8 Revised 01 /22/2013
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
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 4f X
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:
Public Works Director Director of Contract Services Office
City of Southlake Texas Department of Transportation
1400 Main Street 125 E. 11 " Street
Suite 320 Austin, Texas 78701
Southlake, TX 76092
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. IV 11
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).
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
AFA-LPAFA_ShortGen.doc Page 5 of 8 Revised 01 /22/2013
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
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://txdot.clov/business/business outreach/mou.htm.
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://edocket.access.gpo.clov/2010/pdf/2010-22705.pdf and
http://edocket.access.gpo.clov/2010/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.bpn.gov/ccr/default.aspx;
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:Hfedgov.dnb.com/webform; and
3. Report the total compensation and names of its top five (5) executives to the State if:
AFA-LPAFA_ShortGen.doc Page 6 of 8 Revised 01 /22/2013
22.
23.
CSJ # 0353-03-091
District #02-Fort Worth District
Code Chart 64 #40050
Project: SH 114 at North Carroll
Avenue
Federal Highway Administration
CFDA # 20.205
Not Research and Development
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.
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. 11 th Street, Austin, TX 78701 or contact TxDOT's
Audit Office at http://www.txdot.clov/contact us/audit.htm.
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.
Signatory Warranty MVA%k,
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 01 /22/2013
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1 & !
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1 & !
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1 & !
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Fohjof f joh!Ejsf ddTLbLf
0/83-922!
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211 & !
0/83-922!
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yoz!Ejsf ddTLbLf !Dpt d !
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1 & !
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1 & !
0/01 !
211 & !
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1 & !
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31 & !
°/85-321 !
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dpt d h
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LOCATION MAP
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