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20-617S:\Legal\Our Documents\Ordinances\20\AF A MAYHILL ROAD DCTA BRIDGE-TL rev.doc ORDINANCE NO. 20-617 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER, OR IDS DESIGNEE, TO EXECUTE AN AMENDMENT TO AN ADVANCE FUNDING AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR AN EXPANSION OF MAYHILL ROAD FROM A TWO-LANE RURAL ROADWAY TO A FOUR-LANE DIVIDED URBAN ARTERIAL ROADWAY FROM IH 35 EAST TO US 380 IN THE CITY OF DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 18, 2010, the City of Denton ("City") and the Texas Department of Transportation ("TxDOT") entered into an Advance Funding Agreement regarding the expansion ofMayhill Road from a two-lane rural road to a four-lane divided urban arterial roadway from Interstate Highway 35E to US 380(CSJ: 0918-46-246; herein referred to as the "Project"); and WHEREAS, the City and TxDOT agree to increase participation m the Project, expanding it to cover a Bridge over existing rail lines; and WHEREAS, State funding will provide Sixty Million Four Hundred Eighty-Eight Thousand Four Hundred and Fifty-Two Dollars ($60,488,452.00) of the Project funding, accounting for Eighty percent (80%) of the total Project costs; and WHEREAS, the City will provide Twenty percent (20%) of the total Project funding as local match in the amount of Fifteen Million One Hundred Twenty-Two Thousand One Hundred Fourteen Dollars ($15,122,114.00), covering the total estimated amount ofthe Project cost in the sum of Seventy-Five Million Six Hundred Ten Thousand Five Hundred Sixty-Six Dollars ($75,610,566.00); and WHEREAS, the City Council having considered the importance of the Project to the citizens ofDenton and finding that it is in the public's health and safety interest, is of the opinion that it should approve Amendment #I to the Advanced Funding Agreement attached hereto by and between the City and TxDOT; 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 true and as if fully set forth in the body ofthis ordinance. SECTION 2. The City Manager , or his designee, is hereby authorized to execute on behalf of the City Amendment #1 to the Advance Funding Agreement ("AFA'') with the Texas Department of Transportation, a copy ofwhich is attached hereto as Exhibit "A" and made a part hereof for all purposes. SECTION 3. The City Manager, or his designee, is further authorized to carry out all duties and agreements to be performed by the City under the AF A, including, but not limited to, the expenditure of funds. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. The motion to apJ?rove this Ordinance was made by G€]2A£D tfltDsf>t;TH and seconded by VR!f!!L Kj_ti-N ; the Ordinance was passed and approved by the following vote [ ~-.J{J : Aye Nay Abstain Absent Chris Watts, Mayor: v Gerard Hudspeth, District 1 : t/ Keely G. Briggs, District 2: v' Jesse Davis, District 3: .,1 John Ryan, District 4: v Deb Armintor, At Large Place 5: V' Paul Meltzer, At Large Place 6: v PASSED AND APPROVED this the ~!!d ay of ~ , 2020. c~ ATTEST: ROSARIOS, CITY SECRETARY By: ~O:JQ ~ -...... APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY 2 DocuSign Envelope ID: 29960963-21 58-49BE-8EOB-1 FOB FA082 1DE CSJ: 0918 -46 -2 46 District #: 18-Dalla s Code Chart 64 # 11400 Project: Mayhill Road Limits : From IH 35 East To US 380 Funding Category: Cat 3. RTR (SH 121Subaccount Funds) STATE OF TE XAS § CO UNTY OF TRAVI S § ADVANC E FUNDING AGREEM ENT AMENDMENT # 1 Exhibit A THIS AMENDMENT is made by and between the State of Texas, acting through the Texas Department of Transportation, called the State, and City of Denton, acting by and through its duly authorized officials, called the Local Government. WITNESSETH WHEREAS, the State and the Local Government executed a contract on February 18, 2010 to effectuate their agreement to allocate funds from SH 121 Subaccount to expand a two-lane rural roadway to a four-lane divided urban arterial roadway along Mayhill Road from IH 35 East to US 380 in the City of Denton, Denton County; and WHEREAS, the Local Government has requested money from the SH 121 Subaccount for Mayhill Road from IH 35 East to US 380 (0918-46-246) (Project); the RTC has selected the Project to be funded from the SH 121 Subaccount; and the Commission concurred in the selection and authorized the expenditure of money Minute Ord e r No. 115407, dated January 31, 2019; and WHEREAS, it has become necessary to amend that Agreement to transfer RTR SH 121 construction funds to the Local Government; and 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: AGREEMENT 1. Description of Amended Items A. Article 2. Project Funding of the original agreement is deleted in its entirety and replaced with: Article 2. Project Funding The State will pay money to the Local Government from the SH 121 Subaccount in the amounts specified in Attachment A-1, Payment Provision and Work Responsibilities . Except as provided in the next succeeding sentence, the payments will begin no later than upon the later of the following: ( 1) fifteen days after the Legislative Budget Board and the Governor each approve the expenditure, in accordance with Rider 27 of the Texas Department of Transportation bill pattern in Senate Bill 1, 85th Legislature; and (2) thirty days after execution of this Agreement. If Attachment A-1 shows that the RTC has allocated payments to the Local Government for certain expenditure (e.g. construction) for the Project in a certain fiscal year, then the State will make the payment from the SH 121 Subaccount to the Local Government for such expenditure no later than 30 days after the beginning of the designated Fiscal Year. A Fiscal Year begins on September 1 (for example, the 2014 Fiscal Year began September 1, 2013). B. Article 10. Utilities of the original agreement is deleted in its entirety and replaced with: Article 1 0. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with State laws and regulations and local laws, regulations, rules, AFA Amend Page 1 of 3 Revised 02/20/2019 DocuS1gn Envelope ID : 29960963-2158-49BE-8EOB-1FOBFA0821DE CSJ : 0918 -46-246 District #: 18-Dallas Code Chart 64 # 11400 Project: Mayhill Road Limits : From IH 35 East To US 380 Funding Category : Cat 3. RTR (SH 121Subaccount Funds) policies, and procedures applicable to the Local Government. The Local Governm e nt must obtain advance approval for any variance from established procedures . The RTC-approved costs for utilities as shown in Attachment A-1, if any, shall be used to adjust, remove , or relocate utility facilities. C. Article 11. Compliance with Laws, Environmental Review and Public Involvement of the original agreement is deleted in its entirety and replaced with: Article 11. Compliance with Laws, Environmental Review and Public Involvement Each Party shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative bodies or tribunals affecting the performance of this Agreement as applicable to it. When required, the Local Government shall furnish the State with satisfactory proof of compliance . As provided in 43 TAG 2.3(b)(1)(A), the State's environmental review requirements do not apply to the Project because the State is funding the Project solely with money held in a project subaccount created under Transportation Code, Section 228.012. However, the Local Government shall ensure that the project complies with all environmental review and public involvement requirements applicable to the Local Government under State and federal law in connection with the Project. The Local Government shall obtain the opinion of legal counsel showing the Local Government's environmental review and public involvement for the Project complies with state law and regulations, and with local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government shall maintain a copy of the certification in the project files. D. Article 18. Notices of the original agreement is deleted in its entirety and replaced with: Article 18. Notices All notices to either party by the other required under this Agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid or sent by electronic mail, (electronic notice being permitted to the extent permitted by law but only after a separate written consent of the parties), addressed to such party at the following addresses: Local Government: City of Denton Attn : City Engineer 901-A Texas Street Denton, Texas 76209 State: Texas Department of Transportation Attn: Director of Contract Services 125 East 11th Street Austin, Texas 78701 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein . 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 such notices shall be delivered personally or by certified U.S . mail and such request shall be honored and carried out by the other party. E. Article 25. Termination of th e original agreement is deleted in its entirety and replaced with: Article 25. Termination The Agreement may be terminated in the following manner: a. By m utual written agreement and consent of both parties; b. By either party upon the failure of the other party to fulfill the obligations set forth herein, after a 45 day period to cure after receiving written notice of non - compliance; c. By the State if the Local Government does not let the construction contract for AF A Amend Page 2 of 3 Revised 02/20/2019 DocuSign Envelope ID: 29960963-2158-49BE-8EOB-1 FOBFA0821D E CSJ: 0918-46-246 District#: 18-Dallas Code Chart 64 # 11400 Project: Mayhill Road Limits: From IH 35 East To US 380 Funding Category: Cat3. RTR (SH 121Subaccount Funds) the Project within one year after the State first provides SH 121 Funds for construction as shown in Attachment A -1, Payment Provision and Work Responsibilities; d. By the State if the Local Government does not complete the Project within ten years after the effective date of the Agreement. F. Attachment A, Payment Provision and Work Responsibilities of the original agreement is deleted in its entirety and replaced with: Attachment A-1, Payment Provision and Work Responsibilities which is attached and made part of this Agreement. All references to Attachment A. Payment Provision and Work Responsibilities of the original agreement are to be replaced with Attachment A-1 Payment Provision and Work Responsibilities. 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. Each party is signing this amendment on the date stated under that party's signature . NT -CITY OF DENTON By:~~""4'+--J-?.~~..q..---­ Todd il an City Manager City of Denton Date: _____,4 /r-=-;_1-f-JI.j}\'-'-0-"-tJ,_() __ AFAAmend Page 3 of 3 THE STATE OF TEXAS By: -:-:--~-::-:--:-----­ Kenneth Stewart Director of Contract Services Texas Department of Transportation Date:------- THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligation ll~~bmln.~ss terms. w.~~ Signature Director CIP Engineering Title CIP Engineering Deparlfflffho19 Date Signed:------ Revised 02/20/2019 CSJ : 0918 -46 -246 District #: 18-Dallas Cod e Chart 64 # 11400 Project: Mayhill Road Limits : From IH 35 Ea st To US 380 Funding Category: Cat 3. RTR (SH 121Subacc ount Fund s) ATT ACHMENT A-1 Payment Provi s ion a nd W o rk Res po ns ibiliti es For CSJ# 0918-46 -246 , the State will pay $60,488,452 (an increase of $15 , 152,000) to the Local Government from SH 121 Subaccount to construct from a two -lane rural roadway to a four-lane divided urban arterial roadway along Mayhill Road from IH 35 East to US 380 in the City of Denton. In accordance with the allocation of funds approved by the RTC, and concurred with by the Texas Transportation Commission, the State will make the payments for the following work in the following Fiscal Years: Regional Toll Revenue Fiscal Total Estimate (RTR) Local Government Description Year Cost SH 121 Subaccount Participation Funds Participation Preliminary Engineering 2010 $5,454,159 $4,363 ,327 $1 ,090 ,832 Right of Way 2011 $11,698,585 $9,358,868 $2,339,717 Utilities 2011 $584 ,929 $4 67 943 $116 ,986 Construction 2012 $38 932 ,893 $31 I 146 ,314 $7 786 579 Construction 2018 $18,940,000 $15,152 ,000 $3 ,788,000 TOTAL $75 ,610 ,566 $60 ,488,452 $1 5,122,114 The Local Government shall pay a required local match of $15.122.114 Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" docume nt to the State. The notice shall certify that the Project has been completed, all necessary inspections have been conducted, and the Project is open to traffic. AFAAmend Page 1 of 1 Attachment A-1