2012-246ORDINANCE NO. 2012-246
AN ORDINANCE APPROVING THE "NATIONAL HIGHWAY SYSTEM (NHS) PROGR.AM
PROJECT AGREEMENT FOR STATE-CONTRACTED TRAFFIC SIGNAL CONSTRUCTION
(WITH MUNICIPALITY PROVIDING LIMITED MATERIALS OR LABOR)" REGARDING
THE CITY' S PARTICIPATION IN THE PROCUREMENT AND INSTALLATION OF TRAFFIC
SIGNALS ON ROADWAYS WITHIN THE CTTY LIMITS OF THE CITY OF DENTON, TEXAS
BY AND BETWEEN THE CITY OF DENTON, TEXAS AND THE STATE OF TEXAS,
ACTING BY AND THROUGH ITS AGENCY, THE TEXAS DEPARTMENT OF
TRANSPORTATION; PROVID]NG THE CITY MANAGER WITH AUTHORITY TO CARRY
OUT THE RIGHTS AND DUTIES OF THE CITY REGARDING SAID AGREEMENT; AND
PROVIDING AN EFFECTNE DATE.
WHEREAS, 23 U.S.C. Sec. 103 establishes Federal aid for the National Highway System
("NHS"); and
WHEREAS, 23 U.S.C. Sec. 104(b)(1) establishes that funds apportioned to a State under
Sec. 104(b)(1) for the National Highway System maybe obligated for operational improvements for
segments of the National Highway System; and
WHEREAS, 23 U.S.C. Sec. 120 establishes the Federal share of funding for NHS programs
involving the procurement and installation of traffic signals; and
WHERRAS, the State of Texas ("State") is empowered under existing laws to operate and
maintain a system of highways and roadways for the public use and bene�t; and
WHEREAS, the City of Denton, Texas ("City") has requested the State to reimburse the
Federal allowable percentage of the cost of installing traffic signals and other items directly related to
the operation of an intersection at the intersections established in the Agreement, hereinafter the
"Proj ect;" and
WHEREAS, the Project has been designated as a Federal-aid project and thus, the
Agreement entered into herewith, shall be made in accordance with Federal Highway Administration
("FHWA") procedures and regulations; and
WHEREAS, the City has offered to participate in the development and the construction of the
Project; and it is in the best interest of the City and the State for the City to assist the State by
furnishing and installing traffic signal equipment on the Proj ect;
WHEREAS, the State will secure the Federal cost share and sha11 reimburse the City for their
appropriate cost associated with the Project; and the State, by and through its Texas Transportation
Commission, passed Minute Order 113073 authorizing the Proj ect through the State Transportation
Improvement Program; and
WHEREAS, the City Council has read the proposed "National Highway System (NHS)
Program Project Agreement for State-Contracted Traffic Signal Construction" (hereafter the
"Agreement") by and between the State of Texas, by and through its agency, the Texas Department
of Transportation, and the City of Denton, Texas and finds that this Agreement is in the public
interest of the residents of Denton, Texas; NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this ordinance are
incorporated herein by reference as if fully set forth herein.
SECTION 2. The "National Highway System (NHS) Program Project Agreement for State-
Contracted Traffic Signal Construction," attached as Exhibit "A" hereto and incorporated by
reference herein, is hereby approved, and the Mayor or the Mayor Pro-Tempore is hereby authorized
to enter into that Agreement on behalf of the City of Denton, Texas.
SECTION 3. The City Manager is hereby authorized to carry out the rights and duties of the
City under the Agreement.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of , 2012.
r � )- i
� �� / ��-Z ��
/
MARK A. BURROUGHS, AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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By:
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
STATE OF TEXAS §
COUNTY OF TRAVIS §
NATIONAL HIGHWAY SYSTEM (NHS) PROGRAM PROJECT
AGREEMENT FOR STATE-CONTRACTED TRAFFIC SIGNAL CONSTRUCTION
(WITH A MUNICIPALITY PROVIDING LIMITED MATERIALS OR LABOR)
THIS AGREEMENT is made by and between the State of Texas, acting through the Texas
Department of Transportation, called the "State," and North Central Texas Council of
Governments, a Metropolitan Planning Organization charted under the laws of the State of Texas,
acting through the City of Denton, called the "City," acting through its duly authorized officers.
WITNESSETH
WHEREAS, the Intermodal Surface Transportation Efficiency Act of 1991 ("ISTEA"), codified
under Title 23 USC Section 101 et seq., authorizes funding for Metropolitan Planning at 23 USC
subsection 104(fl, which has been reauthorized under the Safe, Accountable, Flexible, Efficient
Transportation Equity Act: A Legacy for Users ("SAFETEA—LU"); and
WHEREAS, 23 USC §103 establishes Federal aid for the National Highway System; and
WHEREAS, 23 USC §104(b)(1) establishes that funds apportioned to a State under 104(b)(1) for
the National Highway System may be obligated for operational improvements for segments of the
National Highway System; and
WHEREAS, 23 USC §120 establishes the Federal share of funding for NHS programs involving
the procurement and installation of traffic signals as defined elsewhere in this agreement; and
WHEREAS, the State is empowered under existing laws to operate and maintain a system of
highways and roadways for public use and benefit; and
WHEREAS, the City has requested the State to reimburse the Federal allowable percentage of
the cost of installing traffic signals and other items directly related to the operation of an
intersection at the intersections established in this agreement, called the "Project;" and
WHEREAS, the Project has been designated as a federal-aid project and, thus, this agreement
shall be made in accordance with Federal Highway Administration (FHWA) procedures and
regulations; and
WHEREAS, the City has offered to participate in the development and construction of the Project
as defined elsewhere in this agreement; and
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District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
WHEREAS, it is in the best interest of the City and the State for the City to assist the State by
furnishing and installing traffic signal equipment on the Project; and
WHEREAS, the State will secure the federal cost share, and reimburse the City for their
appropriate cost associated with the Project as defined elsewhere in this agreement; and
WHEREAS, the Texas Transportation Commission passed Minute Order No.113073 authorizing
the Project through the State Transportation Improvement Program; and
WHEREAS, the Governing Body of the City has approved entering into this agreement by
resolution or ordinance dated September 18 , 2012, labeled Attachment A, which is attached
to and made a part of this agreement; and
WHEREAS, the State is authorized to enter into an agreement with the City for the Project
pursuant to Texas Transportation Code §221.002;
NOW THEREFORE, the State and the City agree as follows:
AGREEMENT
Article 1. Period of this Agreement
This agreement becomes effective on final execution by both parties and shall remain in
effect as long as the traffic signal equipment furnished by the City is in operation at the
described location and the signal project is incomplete, or unless otherwise terminated or
modified as provided below.
Article 2. Scope of Work
A. Signal Warranting Data. The City shall collect, prepare, and provide to the State the
required warranting and justification data for each signalized intersection contemplated in
this agreement. The City shall provide the data to the State in a format approved by the
State. Only those intersections that are warranted and approved by the State shall be
eligible for signalization under this agreement.
B. Intersection Locations.
1. All State-approved intersections which are on routes that are part of the State Highway
System are listed in Attachment B, which is attached to and made a part of this
agreement. These intersections are referred to as "on-system" intersections.
2. All State-approved intersections which are not on routes that are part of the State
Highway System are listed in Attachment C, which is attached to and made a part of
this agreement. These intersections are referred to as "off-system" intersections.
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District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
C. Design and Construction Responsibilities.
1. The City shall develop the construction plans and specifications associated with the
installation of traffic signals at each intersection. The construction plans and
specification require final approval by the State.
2. If indicated in the plans and specifications, the furnishing or installing of a portion of the
traffic signal equipment may be part of the construction to be undertaken by the City.
3. The City's plans and specifications shall conform to the requirements of the latest
edition of the Texas Manual on Uniform Traffic Control Devices (TMUTCD) and use
applicable Texas Department of Transportation standard specifications, special
specifications, special provisions, and standard sheets.
4. The State will advertise for construction bids, let the construction contract, or otherwise
provide for the construction and will supervise the construction as required by the
construction plans and specifications. The State will secure the City's concurrence of
the construction plans and specifications prior to the award of the construction contract.
D. Implementation Plan
1. If the Project includes any traffic signal systems, the City shall attach to this agreement
an FHWA-approved Implementation Plan as Attachment D, which is made a part of this
agreement.
2. The Implementation Plan shall address the operation and maintenance of the traffic
signal systems after the Project is complete.
E. Any variations to the Scope of Work are provided in Attachment E, which is attached to and
made a part of this agreement.
Article 3. Personnel, Equipment, and Material
A. The City shall use labor and supervisory personnel employed directly by the City.
6. All employees of the City assigned to this agreement shall have sufficient knowledge and
experience to enable them to perform the duties assigned to them.
C. The State may require the City to remove any employee from the work authorized in this
agreement if, in the sole opinion of the State, the work of that employee does not comply
with this agreement or the conduct of that employee is detrimental to the Project.
D. All materials used for the work shall be new and undepreciated.
E. Reimbursement for the use of materials purchased by other than competitive bid
procedures will be made only if:
1. Those procedures are shown to be in the public interest; and
2. The State has given prior approval for the use of materials.
F. The City shall use City-owned machinery, equipment, and vehicles for the work. In the
event that the City does not have the necessary machinery, equipment, and vehicles, they
may be rented or leased at the lowest bid price of those submitted by two or more
approved bidders.
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District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
Article 4. Compensation
A. The maximum amount reimbursable by the State to the City under this agreement without
modification is $102,210.60. A cost estimate of the traffic signal equipment furnished by
the City under this agreement, labeled Attachment F, is attached to and made part of this
agreement.
B. Reimbursement of Costs to City. The State will reimburse the City for costs incurred
under this agreement, provided the City has paid from City funds those obligations
previously billed.
1. The State will reimburse the City up to 100% of the cost of furnishing or installing City
traffic signal equipment according at the locations described in Attachment B.
2. The State will pay up to 100% of the construction costs at the locations described in
Attachment B.
3. The State will reimburse the City up to N/A% of the cost of furnishing or installing City
traffic signal equipment according at the locations described in Attachment C.
4. The State will pay up to N/A% of the construction costs at the locations described in
Attachment C.
5. The State will reimburse the City for applicable labor, equipment use, materials,
supplies, travel expenses, and warehouse or material handling charges.
6. The State will not reimburse unsupported costs, costs incurred prior to the issuance of a
written work order by the State, and costs incurred after final acceptance by the State.
7. The State shall make payment to the City within thirty (30) days from the receipt of the
City's request for payment contingent upon both:
a. The State's:
1) Acceptance of the completed Project; or
2) Partial acceptance by letter, on a quarterly basis, wherever the work; and
materials provided have been found by the State to satisfy the requirements of
the plans and specifications; and
b. The City's submission of an original and four copies of a request for payment:
To the following address: Texas Department of Transportation
Attn: Director of Operations
PO Box 133067
Dallas, TX 75313-3067
1) On the State's Form 132 Billing Statement or other type of invoice acceptable to
the State; and
2) That documents the work performed and materials used through descriptions,
quantities, unit prices, and extensions.
C. City Payments to State.
1. Thirty (30) days prior to the date set for the State to receive construction bids, the City
shall remit payment to the state in the amount equal to:
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E.
CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
a. N/A% of the estimated bid items for locations described in Attachment C; and
b. N/A% of the estimated engineering and contingencies (State inspection costs) for
the bid items for locations described in Attachment C; and
c. N/A% of the estimated State inspection costs for City furnished and/or installed
traffic signal equipment for locations described in Attachment C; and
d. N/A% of any federal non-participating costs.
2. It is estimated that the State inspection cost will be N/A% of construction cost.
3. The City check or warrant is $N/A.
4. Payments to the State shall be by check or warrant made payable to "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.
5. In the event it is determined by the State that the initial amount submitted by the City for
construction of the project is insufficient to cover the State's costs, the City will within
thirty (30) days from the State's written notification, make additional funding available to
the State.
6. Following completion and the State's acceptance of the project, the State will make a
final audit of all costs associated with the project. Upon completion of the final audit,
any remaining funds due the City will be promptly returned.
The City shall be responsible for any funds determined to be ineligible for federal
reimbursement, and shall reimburse the State the amount of those funds previously
provided to it by the State.
If the City will perform any work under this agreement for which reimbursement will be
provided by or through the State, the City 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
Deparfinent of Transportation. The City shall provide the certificate of qualification to the
State. The individual who receives the training certificate may be an employee of the City
or an employee of a firm that has been contracted by the City to perForm oversight of the
Project. The State in its discretion may deny reimbursement if the City has not designated
a qualified individual to oversee the Project.
Article 5. Insurance
If this agreement authorizes the City 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.
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District #18/DAL
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Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
Article 6. Responsibilities of the Parties
The State and the City agree that neither party is an agent, servant, or employee of the other
party and each party agrees it is responsible for its individual acts and deeds as well as the
acts and deeds of its contractors, employees, representatives, and agents.
Article 7. Progress
A. Communications. The City shall confer with the State during the progress of the Project.
The City shall prepare and present all information that is requested by the State or is
necessary for the State to evaluate the work performed by the City.
B. Reports. The City shall promptly advise the State in writing of events that may have a
significant effect on the progress of the Project.
1. The City shall promptly advise the State in writing of any problems, delays, or adverse
conditions that will materially affect the ability to meet scheduled goals. This disclosure
will be accompanied by statement of the action taken or contemplated and any State or
federal assistance needed to resolve the situation.
2. The City shall also promptly advise the State in writing of favorable developments or
events that enable meeting goals sooner than anticipated.
Article 8. Inspection of Work
A. The State shall make frequent and complete inspection of all materials, equipment, and
work to determine and permit certification that:
1. They are in suitable condition for operation and maintenance by the City after
completion; and
2. All applicable requirements of the plans and specifications are satisfied.
B. The City shall provide opportunities, facilities, and representative samples, as required by
the State to perForm the above inspections.
C. The State will promptly notify the City of any deficiencies determined by the above
inspections and the City shall, without delay, take corrective action acceptable to the State.
Article 9. Maintenance, Retention, and Audit of Records
A
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Retention Period. The City shall maintain all books, documents, papers, computer-
generated files, accounting records, and all other evidence pertaining to costs incurred and
work performed under this agreement, and shall make those materials available at its office
during the time period covered and for four years from the date of final payment under this
agreement, until completion of all audits, or until pending litigation has been completely and
fully resolved, whichever occurs last.
Availability. The State, FHWA, United States Department of Transportation and its Office
of the Inspector General, State Auditor's Office, United States Comptroller General, and
any of their authorized representatives shall have access to the records for the purpose of
making audits, examinations, excerpts, and transcriptions.
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District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
C. State Auditor. The state auditor may conduct an audit or investigation of any entity
receiving funds from the State directly under this agreement or indirectly through a
subcontract under this agreement. Acceptance of funds directly under this agreement or
indirectly through a subcontract under this agreement 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. An entity that is the subject of an
audit or in�estigation must provide the state auditor with access to any information the state
auditor considers relevant to the investigation or audit.
D. Audit Timing. The State will prepare an audit:
1. Upon completion of the work authorized or early termination of the agreement to
determine the amount of the work performed and materials furnished by the City at that
time; and
2. At any time it is deemed to be in the best interest of the State.
Article 10. Disputes
The State's decision on disputes regarding the responsibilities and obligations set forth in this
agreement shall be final and binding.
Article 11. Non-collusion
The City shall warrant that it has not employed or retained any company or person, other than
a bona fide employee working for the City, to solicit or secure this agreement, and that it has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee,
commission, percentage, brokerage fee, gift, or any other consideration contingent upon or
resulting from the award or making of this agreement. If the City breaches or violates this
warranty, the State shall have the right to annul this agreement without liability or, in its
discretion, to deduct from the agreement price or consideration, or otherwise recover the full
amount of the fee, commission, brokerage fee, gift, or contingent fee.
Article 12. Termination and Remedies
A. Causes. This agreement shall remain in effect until the project is completed and accepted
by all parties, unless the agreement is terminated by:
1. Written agreement of the parties;
2. Written notice from either party because the other party did not fulfill its contractual
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4.
5
obligations;
Written notice from the City, after the completion of preliminary engineering,
specifications, and estimates, that it elects not to provide funding;
The State if the Project is inactive for thirty-six months or longer and no expenditures
have been charged against federal funds; or
Thirty (30) days written notice from the State, with or without cause.
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District #18/DAL
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Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
B. Payments Due After Termination.
1. If the State terminates this agreement, the State shall not be liable for any costs other
than those due at the time of termination.
2. If this agreement is terminated under Article 12(A)(3) and the project does not proceed
because of insufficient funds, the City shall reimburse the State for its reasonable actual
costs incurred during the project.
3. If this agreement is terminated under Article 12(A)(5), the City shall not incur costs
during the thirty (30) days after notice is given if those costs are more than the costs
incurred during the preceding thirty (30) days.
C. Value of Completed Work. The State shall determine the value of any work that has been
performed at the time of termination. In determining the compensation for partial work, the
State will consider
1. Actual costs incurred in perForming the work to the date of termination;
2. The amount of work that was satisfactorily completed as of the date of termination;
3. The value of the work that is usable by the State;
4. The cost to the State of employing others to complete the required work;
5. The time required to employ others to complete the work; and
6. Any other factors that afFect the value to the State of the work performed.
D. Payment of Additional Costs. If this agreement is terminated under Article 12(A)(2), the
State may take over the project and complete the work. The City shall be liable to the
State for any additional costs to the State caused by the termination.
E. Excusable Delays. Except with respect to subcontractors, the City will not be considered
in default for any failure that arises out of causes beyond the control and without the
negligence of the City. These include acts of God or the public enemy, acts of the
Government in its sovereign immunity or contractual capacity, fires, floods, epidemics,
quarantine restrictions, strikes, freight embargoes, and unusually severe weather.
F. Surviving Requirements. Except for provisions that specifically establish responsibilities
that extend beyond the agreement period, termination and payment under this article
extinguish the rights, duties, and obligations of the State and the City under this agreement.
G. Remedies.
1. Any costs incurred by the State arising from the termination of this agreement under
Article 12(A)(2) or (3) shall be paid by the City.
2. This agreement shall not be considered as specifying the exclusive remedy for any
default, but all remedies existing at law and in equity may be pursued by either party
and shall be cumulative.
Article 13. Compliance with Laws
A. Compliance Requirement. The parties shall comply with all applicable federal, state, and
local laws, statutes, ordinances, rules, and regulations, and the orders and decrees of any
courts or administrative bodies or tribunals in any manner affecting the performance of this
agreement, including worker's compensation laws, minimum and maximum salary and
wage statutes and regulations, nondiscrimination laws, and licensing laws and regulations.
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Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
B. Proof of Compliance. At the request of the State, the City shall furnish satisfactory proof
of its compliance with this article.
Article 14. Gratuities
A. Employees Not To Benefit. Employees of the State or the City shall not accept any
benefits, gifts, or favors from any person doing business with, or who reasonably speaking
may do business with the State or the City under this agreement.
B. Liabiliity. The State may terminate this agreement if the City or any other person who is
doing business with or who reasonably speaking may do business with the State under this
agreement offers benefits, gifts, or favors to State employees in violation of this policy.
Article 15. Subcontracting
A. Prior Approval. The City shall not assign, subcontract, or transfer services related to the
work under this agreement without the advance written approval of the State.
B. Required Provisions. All subcontracts shall include the provisions contained in this
agreement and any other provisions required by law.
C. City Responsibilities. A subcontract does not relieve the City of any responsibilities
under this agreement.
Article 16. Amendments to this Agreement
Any change to one or more of the terms and conditions of this agreement shall not be valid
unless made in writing and agreed to by the parties before the change is implemented.
Article 17. Legal Construction
If any provision in this agreement is for any reason held to be invalid, illegal, or unenforceable
in any respect, that invalidity, illegality, or unenforceability shall not affect any other pro�ision
of this agreement. In that case, this agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
Article 18. Successors and Assigns
A. The City and the State bind themselves and their successors and assigns to each other
party of this agreement and to the successors and assigns to each other party with regard
to all co�enants of this agreement.
B. The City shall not assign, subcontract, or otherwise transfer its interests in this agreement
without the written approval of the State.
Article 19. Sole Agreement
This agreement constitutes the sole agreement between the parties concerning the Project
and supersedes any prior understandings or written or oral agreements between the parties
respecting the subject matter of this agreement.
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District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
Article 20. 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 City 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 agreement shall
require any party to a subcontract or purchase order awarded under this agreement to certify
its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the
certification.
Article 21. Civil Rights Compliance
The City shall comply with the regulations of the United States 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).
Article 22. Disadvantaged Business Enterprise (DBE) Program Requirements
A. The parties shall comply with the DBE Program requirements established in 49 CFR Part
26.
B. The City shall adopt, in its totality, the State's federally approved DBE program.
C. The City 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 City shall have final decision-making authority regarding the DBE goal and
shall be responsible for documenting its actions.
D. The City 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.qov/businesslbusiness outreach/mou.htm.
E. The City 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
City 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 City 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
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CFDA # 20.205
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matter for enforcement under 18 USC 1001 and the Program Fraud Civil Remedies Act of
1986 (31 USC 3801 et seq.).
F. Each contract the City 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, nafional origin,
or sex in the performance of this contract. The contractor shall carry out applicable
requirements of 49 CFR Parf 26 in fhe 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.
Article 23. Procurement and Property Management Standards
The parties shall adhere to the procurement standards established in 49 CFR § 18.36 and with
the property management standard established in 49 CFR § 18.32.
Article 24. Office of Management and Budget (OMB) Cost Principles
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.
Article 25. Lobbying Certification
In executing this agreement, each signatory certifies to the best of that signatory's knowledge
and belief, that:
A. No federal appropriated funds have been paid or will be paid by or on behalf of the parties
to any person for influencing or attempting to influence an officer or employee of any
federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any federal
contract, the making of any federal grant, the making of any federal loan, the entering into
of any cooperative agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative agreement.
B. If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with federal contracts, grants, loans, or cooperative agreements,
the signatory for the City shall complete and submit the Federal Standard Form-LLL,
"Disclosure Form to Report Lobbying," in accordance with its instructions.
C. The parties shall require that the language of this certification shall be included in the
award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and
contracts under grants, Ioans, and cooperative agreements) and all sub-recipients shall
certify and disclose accordingly. Submission of this certification is a prerequisite for making
or entering into this transaction imposed by 31 USC §1352. Any person who fails to file the
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CSJ # 0134-09-063
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Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each such failure.
Article 26. 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 and implementing regulations at 2 CFR Part 170,
including Appendix A. This agreement is subject to the following award terms:
http://edocket.access.qpo.qov/2010/pdf/2010-22705.pdf and
http:l/edocket.access.gpa.QOV/2010/pdf/2010-22706. pdf.
B. The City 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
web-site whose address is: https:l/www.bpn.qov/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 on-line
registration website http://fedqov.dnb.com/webform; and
3. Report the total compensation and names of its top five executives to the State if:
a. More than 80% of annual gross revenues are from the Federal government, and
those revenues are greater than $25,000,000; and
b. The compensation information is not already available through reporting to the U.S.
Securities and Exchange Commission.
Article 27. 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
B.
C.
�
A-133.
If threshold expenditures of $500,000 or more are met during the City's fiscal year, the City
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.qov/contact us/audit.htm.
If expenditures are less than $500,000 during the City's fiscal year, the City 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 "
For each year the project remains open for federal funding expenditures, the City 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.
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Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
Article 28. Notices
All notices to either party by the other under this agreement shall be delivered personally or
sent by certified or U.S. mail, postage prepaid, addressed to the other party at the following
addresses:
City
State
City of Denton Texas Department of Transportation
City Engineer I Director of Operations
901-A Texas Street
Denton. TX 76201
PO Box 133067
Dallas. TX 75313-3067
All notices shall be deemed given on the date delivered or deposited in the mail. Either party
may change the above address by sending written notice of the change to the other party.
Either pariy may request in writing that notices shall be delivered personally or by certified U.S.
mail, and the request shall be carried out by the other party.
Article 29. Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this agreement
on behalf of the entity represented.
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Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
THIS AGREEMENT IS EXECUTED by the State and the City in duplicate.
THE C Y
C'"
�
Signature
George C. Campbell
Type or P�rinted Name
City Manager
Title
September 18, 2012
Date
THE STATE OF TEXAS
Signature
William L. Hale, P.E.
Type or Printed Name
Dallas District Engineer
Title
Date
ATTEST:
J NIFER WALTE , CITY SECRETARY
By:
APPROV D AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� � �� �
S � ���
Y�
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ATTACHMENT A
ORDINANCE NO. 2012-24b
AN ORDINANCE APPROVIl�TG THE "NATIONAL HIGHWAY SYSTEM (NHS) PROGRAM
PROJECT AGREEMENT FOR STATE-CONTRACTED TRAFFIC SIGNAL CONSTRUCTION
(WITH MUNICIPALITY PROVIDING LIMITED MATERIALS OR LABOR)" REGARDING
THE CITY' S PARTICIPATION IN THE PROCUREMENT AND INSTALLATION OF TRAFFIC
SIGNALS ON ROADWAYS WITHIN THE CITY LIlVI�TS OF THE CITY OF DENTON, TEXAS
BY AND BETWEEN THE CITY OF DENTON, TEXAS AND THE STATE OF TEXAS,
ACTING BY AND THROUGH ITS AGENCY, THE TEXAS DEPARTMENT OF
TRANSPORTATION; PROVIDING THE CITY MANAGER WITH AUTHORiTY TO CARRY
OUT THE RIGHTS AND DUTIES OF THE CITY REGARDING SAID AGREEMENT; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, 23 U.S.C. Sec. 103 establishes Federal aid for the National Highway System
("NHS"); and
WHEREAS, 23 U.S.C. Sec. 104(b)(1) establishes that funds apportioned to a State under
Sec. 104(b)(1) for the National Highway System maybe obligated for operational improvements for
segments of the National Highway System; and
WHEREAS, 23 U.S.C. Sec. 120 establishes the Federal share of funding forNHS programs
involving the procurement and installation of traffic signals; and
WHERRAS, the State of Texas ("State") is empowered under existing laws to operate and
maintain a system of highways and roadways for the public use and benefit; and
WHEREAS, the City of Denton, Texas ("Cit�') has requested the State to reimburse the
Federal allowable percentage of the cost of installing traffic signals and other items directlyrelated to
the operation of an intersection at the intersections established in the Agreement, hereinafter the
"Proj ect;" and
WHEREAS, the Project has been designated as a Federal-aid project and thus, the
Agreement entered into herewith, shall be made in accordance with Federal Highway Adtninistration
("FHWA") procedures and regulations; and
WHEREAS, the City has offered to participate in the development and the construction of the
Project; and it is in the best interest of the City and the State for the City to assist the State by
fi�rnishing and installing traffic signal equipment on the Project;
WHEREAS, the State will secure the Federal cost share and shall reirnburse the City for their
appropriate cost associated with the Project; and the State, by and through its Texas Transportation
Commission, passed Minute Order 113073 authorizing the Project through the State Transportation
Improvement Program; and
WHEREAS, the City Council has read the proposed "National Highway System (NHS)
Program Project Agreement for State-Contracted Traffic Signal Construction" (hereafter the
"Agreement") by and between the State of Texas, by and through its agency, the Texas Department
of Transportation, and the City of Denton, Texas and finds that this Agreement is in the public
interest of the residents of Denton, Texas; NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The fmdings and recitations contained in the preamble of this ordinance are
incorporated herein by reference as if fully set forth herein.
SECTION 2. The "National Highway System (NHS) Program Proj ect Agreemerit for State-
Contracted Traffic Signal Construction," attached as Exhibit "A" hereto and incorporated by
reference herein, is hereby approved, and the Mayor or the Mayor Pro-Tempore is hereby authorized
to enter into that Agreement on behalf of the City of Denton, Texas.
SECTION 3. The City Manager is hereby authorized to carry out the rights and duties of the
City under the l�greement.
SECTION 4. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ��L day of ��i/ , 2012.
% /, 1 /
GG -�- ` / .
�
MARK A. BURROUGHS, YOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
4
By.
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
By:
CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
ATTACHMENT B
ON-SYSTEM INTERSECTIONS
US 380 at Masch Branch Road
US 380 at IH35
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CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
ATTACHMENT C
OFF-SYSTEM INTERSECTIONS
NONE
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CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
ATTACHMENT D
FHWA-APPROVED IMPLEMENTATION PLAN
NOT REQUIRED
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CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
ATTACHMENT E
VARIATIONS TO SCOPE OF WORK
STATE TO COLLECT AND PREPARE THE WARRANTING DATA
STATE TO PREPARE PLANS
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STP:FED STATE LETTING
CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
ATTACHMENT F
COST ESTIMATE
The following table is an estimate of cost participation in the Project. This is only an estimate and
final participation amounts will be based on actual costs.
Work Performed by the City
Total Federal State City
Description Estimated Partici ation Partici ation Partici ation
Cost % Cost % Cost % Cost
En ineerin
On State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
Off State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
Construction
On State S stem $102,210.60 80% $81,768.48 20% $20,442.12 0% $0.00
Off State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
Work Performed by the State
Total Federal State City
Description Estimated Partici ation Partici ation Partici ation
Cost % Cost % Cost % Cost
En ineerin
On State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
Off State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
Construction
On State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
Off State S stem $0.00 0% $0.00 0% $0.00 0% $0.00
State Costs for Review, Inspection, and Oversight of Work PerFormed by the City
Total Federal State City
Description Estimated Participation Partici ation Participation
Cost % Cost % Cost % Cost
Direct State Costs
En ineerin $0.00 0% $0.00 0% $0.00 0% $0.00
Construction $0.00 0% $0.00 0% $0.00 0% $0.00
Indirect State Costs $0.00 0% $0.00 0% $0.00 0% $0.00
0% $0.00 0% $0.00 0% $0.00
Traffic-Traffic TEA14 Page 1 of 2 Attachment F
STP:FED STATE LETTING
CSJ # 0134-09-063
District #18/DAL
Code Chart 64 # 11400
Project: US 380 at Masch
US 380 at IH35
Federal Highway Administration
CFDA # 20.205
Not Research and Development
1"raffic-Traffic iEA14 Page 2 of 2 Attachment F
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