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22-1172
DocuSign Envelope ID: IAD8C198-6BB8-42BA-82D9-EFB659CF76F2 ORDNANCE NO: AN ORDINANCE OF THE CITY OF DENTON RATnYnJG AND AUTHORIZING THE CITYMANAGER, TO EXECUTE AND DELIVER AN ADVANCE FUNDING AGREEMENT WITHTHE TEXAS DEPARTMENT OF TRANSPORTATION FOR A PROJECT USING FUNDS HELDIN THE STATE HIGHWAY 121 SUB ACCOUNT PROVIDING FOR AN EXPANSION OFHICKORY CREEK ROAD FROM A TWO-LANE RURAL ROADWAY TO A FOUR-LANEDIVIDED URBAN ROADWAY AND INTERSECTION IMPROVEMENTS ON HICKORY@CREEKROAD FROM FM 1830 TO RIVERPASS DRIVE IN TUE CITY OF DENTON, AUTU{$WZINGTHE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DUNk WHEREAS, the City of Denton, Texas ("City”) and the Texas Department ob \\ V Transportation ("TxDOT") have entered into an Advance Funding Agreement re@@g M expansionof Hickory Creek Road from a two-lane rural roadway to a four-lane divided JM=@way from FM 1830 t, Ri„,p„, D,i,, (CSJ, 0918-46-332); h„,i„ „f„„d t, „ th, “p„jp$gW; WHEREAS, the City and TxDOT have agreed to increase paradai&:the project, expanding it to cover a Bridge over existing rail lines; and h. WHEREAS, TxDOT funding will provide Ten M%Hoi'„.Dollars ($10,000,000.00) of the proj„t f„„di„g; „,,„„ti„g f,,Ni„,t„„ p„,,nt (19%), M\}}tal P„j,ct ,o,t,; ,„d \ b aa WHEREAS, th, City will p,o„ide Tw„,ty .A}ML) ,f the total p,oj„t f„„ding a, 1,„1 match in the amount of Two Million, Five Hundrq$ thM&ld and no Dollars ($2,500,000.00) covering the total estimated amount of the Project 9%W..W sum of Fifty-Three Million, Two Hundred Ninety-Eight Thousand Four Hundred, ScReWF®liit dd Twenty-One and no Dollars ($53,298,721.00);and # %A# WHEREAS, due to the nature M&DOT’s funding availability and the need for City approval attached heret wb%,®tween the City and TxDOT: NOW, THEREFORE, TW.kOWIL OF THE CITY OF DENTON HEREBY ORDAINS: MnoN I. The findings and recitations contained in the preamble of this ordinance are weted herein by reference as true and as if fully set forth in the body of this ordinance bSECTION 2. The City Manager of tb City of Denton, or their designee, is herebyauthorized to execute on behalf of the City the Local Transportation Project Advance Fmding Agreement ("AFA”) with tIe Texas Department of Transportation, a copy of which is attached hereto as Exhibit ’'A" and made a part hereof for all purposes. \3'::: rig:1: J'"]' 1, 2022, thi' ”tif!?SW.i\i’mss”y in o'de' fo' th' City t' ””i"' TXDOT f"nd' f” th, @#WHEREAS, th%{>@B®cil having considered the importance of the Hickory Creek Road Phase 3 Project to thr{@qlV#of Denton, Texas and finding that it is in the public’s health and safetyinterest, is of ttRqwM that it should ratify and approve the Advanced Funding Agreement \h h\ SECTION 3. The City Manager, or their designee, is further authorized to carry out all duties and agreements to be performed by the City under the AFA, including, but not limited to, the expenditure of funds. 22-1172 DocuSign Envelope ID: IAD8C198-6BB8-42BA-82D9-EFB659CF76F2 SECTION 4. Any previous expenditures regarding the AFA are hereby confirmed, ratified, and approved, and the expenditure of funds in accordance with the City Manager’s expenditure authority is hereby authorized. SECTION 5. That this ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the ordinance was passed and appraMh foII'wi"g ''te [ _ - _ ] : .N Abs@n\$sent\W'tV HC \: \ JI e Aye Nay Gerald Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck. District 2: Jesse Davis, District 3: Alison Maguire, District 4: Brandon Chase McGee, At Large Place 5: Chris Watts, At Large Place 6: PASSED AND """“" ";:.'{‘Ly a of 2022 &Db GERALD HUDSPETH, MAYOR ATTEST: ROSA RIOS,##hRY By: AS TO LEGAL FORM INWAND, CITY ATTORNEY By: [ h&gwR M SAW@Sl II81AOF4S40$ DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTF: (SH 121) STATE OF TEXAS S COUNTY OF TRAVIS S ADVANCE FUNDING AGREEMENTFOR A PROJECT USING FUNDS HELD IN THESTATE HIGHWAY 121 SUBACCOUNT– Roadway Improvements(Off State System) THIS AGREEMENT (the Agreement) is .between the State of Te®.hWng by and througnthe Texas l\Depertm.en! o[ jranspor!,ation (the State), anc;i'VPy (LocalGovernment), collectively, the “Parties.” N„ ’V' * :\\' qQ an \\biA WITNESSETH WHEREAS, the State has received money from th§QWMh -'Texas Tollway Authority for theright to develop, finance, design, construct, opera@#dha maintain the SH 121 toll project from Business SH 121 in Denton County to ugyqM;ollin County (“SH 121 payments”); WHEREAS, pursuant to TransportatioBqM,728.o06 the State shall authorize the use of surplus revenue of a toll project for#%aIM)rtation project, highway project, or air qualityproject within the district of the Te@@.pdrtment of Transportation in which any part of thetoll project is located; pursuant@:F(apgportation Code, 5228.012 the State has created a separate subaccount in M W8qHiate highway fund to hold such money(SH 121 Subaccount), an a’$$wbfe shall hold such money in trust for the benefit of theregion in which a projecM$%Md::and may assign the responsibility for allocating money in the subaccount to a T,qWMI planning organization (MPO); and WHEREAS, in Ng@\Mer 110727, dated October 26, 2006, the Texas TransportationCommission (t@WrFnission”) approved a memorandum of understanding (MOU) with the Regional Tr§T@@lion Council (RTC), which is the transportation policy council of theNorth Cer©JF*,j§x"as Council of Governments (NCTCOG) and a federally designated MPO,concergOg\%);rt the administration, sharing, and use of surplus toll revenue in the region; uncKIWIOU the RTC shall select projects to be financed using surplus revenue from a taLL:@@t, subject to Commission concurrence; and WH£hEAS, the Local Government has requested money from the SH 121 Subaccount for the expansion of a 2-lane rural road to a 4-lane divided urban arterial on Mayhill Road fromSouth of Spencer Road to IH 35E in the City of Denton (Project); the RTC has selected theProject to be funded from the SH 121 Subaccount; and the Commission concurred in theselection and authorized the expenditure of money from SH 121 in Minute Order 116195,dated January 27, 2022; and RTR Off System Page 1 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill Road Limits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTF: (SH 121) WHEREAS, the Local Government is a political subdivision and governmental entity by statutory definition; and WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.209Buthorizethe State to contract with municipalities and political subdivisions to perform gqgB{pmentalfunctions and services: and J *\\@h\-@ WHEREAS, NCTCOG and the RTC should have authority to assist the l@cMhernment’simplementation of financial reporting and environmental review relat WMa„#ansportation project funded by the State using money from the SH 121 SubaccouIX.XV:P NOW, THEREFORE, the Parties agree as follows: AGREEMENT Article 1. Time Period Covered < : This Agreement becomes effective when signed:#%%Bst party whose signing makes theagreement fully executed, and the State an(!f&kWMI GQvernment will consider it to be in full force and effect until the Project descriQMhWn has been completed and accepted byall parties or unless terminated, as hereir@@@ided. Article 2. Project Funding g; \, IThe State will pay money to the <oM®bvernment from the SH 121 Subaccount in the amounts specified in Attachmen€A,:':::R#yFnent Provision and Work Responsibilities, which isattached hereto and made *B,,paft’,a-this agreement. Except as provided in the next succeeding sentence, thega\rbIqs will begin no later than upon the later of the following:(1) fifteen days after tLPtRegMatFve Budget Board and the Governor each approve theexpenditure, in accor@&Nlth the T8xbg Departmerit of Transpbrtation–-bill-'-8£it£n--inSenate Bill, 87th IW@@; and (2) thirty days after execution of this Agreement. If Attachment A s,MWWt the RTC has allocated payments to the Local Government for acertain expen(#}@#=-:-V;g. construction) for the Project in a certain fiscal year, then the Statewill make tKFWd6nt from the SH 121 Subaccount to the Local Government for suchexpenditu© hQ.TWer than 30 days after the beginning of the designated Fiscal Year. A Fiscal NSWMins on September 1 (for example,'the 2613 Fiscal Ye;r began September 1 ,201 \\% AM&d Separate Account; InterestAll hniis paid to the Local Government shall be deposited into a separate account, and interest earned on the funds shall be kept in the account. Interest earned may be used onlyfor the purposes specified in Attachment A, Payment Provision and Work Responsibilities,and only after obtaining the written approval of the RTC. The Local Government’s use ofinterest earned will not count towards the 20 percent local match requirement set forth in thisAgreement . RTR Off System Page 2 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516CSJ: 0918-46-325 AFA ID: ZOOO03068Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTF: (SH 121) Article 4. Shortfalls in Funding The Local Government shall apply all funds to the scope of work of the Project described inAttachment A, Payment Provisions and Work Responsibilities, and to none other€’ All costoverruns are the responsibility of the Local Government. However, should tHa@IdS be insufficient to complete the work contemplated by the Project, the Local G9v©=ruhqX maymake further request to the RTC and the State for additional funds fro&Wh 121 Subaccount. Funds may be increased only through an amendment o£.qbWeement. Ifthe SH 121 Subaccount does not contain sufficient funds to cover theLW.dtLg,e necessary tocomplete the Project, or if the RTC or the Commission decline tbb,bW'st for any other reason, then the Local Government shall be responsible for any 9t©r#qM Article 5. Return of Project Funding (d\) The Local Government shall reimburse the State for any,®qsq’paid under this Agreementthat are not expended in accordance with the requiredIqh6,.)f this Agreement. Upon completion of the Project, the Local Governmen.t-{WII bsue a signed “Notification of Completion” document .to the qt pte acknowledgirJd,Ip\Project’s completion. If at projpctend, or upon termination of this Agreement, '§Q6;sg*SH 121 Subaccount funds exist,including interest earned, such funds shall b9„@{£Mba to the State within 30 days. Exceptfor funds the Local Government has alrea@b/;::e,xbMtied in accordance with the Agreement, the Local Government shall return to the\@@ funds paid under this Agreement togetherwith any interest earned on the furlg{P@V)roject is not completed within 10 years ofexecution of the Agreement. / \ Article 6. Local Match {\)The Local Government shaA@ @T;onsible for the required 20 percent local match as described in Attachment #X:hgnTnt Provisions and Work Responsibilities. The costsincurred by the Local GW@nM drier to the execution of this Agreement will count towardsthe 20 percent local rdb.W’©uirement provided such costs are for RTC-approved phasesas shown in AttaQ}fMI=AI At the end of each Fiscal Year the Local Government’s cumulative exp9®iM@ "of local match funds must be no less than 20 percent of thecumulative SF%,@AT*Vbnds received by the Local Government up to that date under theAgreement, WWt be for the uses approved for payments of SH 121 Funds up to that d;te as ?F©cFhq}#1 Attachment A, Payment Provision and Work Responsibilities Artiq&~@urem,nt ,„d C,.t„,ti„g P„,,,, TQ%§gF"may review the Local Government’s procurement of professional services forerTgi$be7fng, surveying, and right of way acquisition, letting of construction contracts, andcondUct of construction management and inspection. The Local Government shall certify compliance with state law and regulations, and with local laws, regulations, rules, policies, and procedures. The Local Government shall maintain a copy of the certification in theproject files. Article 8. Design Standards and Construction Specifications The Local Government shall implement the Project using the Local Government’s established design standards, construction specifications, procurement processes, and RTR Off System Page 3 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516 CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTR (SH 121) construction management and inspection procedures. Article 9. Right of Way # Except for right o! way owned by the State or to be acquired by the State ac so@@.p th9plans of the Project as approved by the State, the Local Government sh@hdqLYre allnecessary right of way needed for the Project. Right of way acquisition is arWtgWB cost for reimbursement provided such cost is an RTC-approved phase as shown =MMnent A. Article 10. Utilities * \M/ The Local Government shall be responsible for the adjustmentJWh@t, or relocation ofutility facilities in accordance with State laws and regulation§,qil{lqSl laws, regulations,rules, policies, and procedures applicable to the Local Govern'ihW:The Local Government must obtain advance approval for any variance from e.pWFhed procedures. The RTC- approved costs for utilities as shown in Attachment &*jtb4§y, shall be used to adjust,remove, or relocate utility facilities. Article 11. Compliance wiTh Laws, EnvironmeOqb4;Ew ,nd P„bli, I.„,I„,m,„tEach Party shall comply with all federal, states,>&' WaI laws, statutes, ordinances, rulesand regulations, and the orders and decree§’W:<h%}'6urts, administrative bodies or tribunals affecting the performance of this Agreem94k-’%}applicable to it. When required, the LocalGovernment shall furnish the State wit@b#SMbry proof of compliance. As provided in 43TAC 2.3(b)(1)(A), the State’s envirorvnblt4vaview requirements do not apply to the Projectbecause the State is funding the{’MeetH=solely with money held in a project subaccountcreated under Transportation Cd@$$#on 228.012. However, the Local Government shall ensure that the project coBanlies\lWt(h all environmental review and public involvement requirements applicable tc}4%)?qI Government under State and federal law in connectionwith the Project. The Lo®{Xb@nfnent shall obtain the opinion of legal counsel showing theLocal Government’s e€vjMtffgntal review and public involvement for the Project complieswith state law andhM4+gtions, and with local laws, regulations, rules, policies, and procedures appJiqW=W -the Local Government. The Local Government shall maintain acopy of the ceE®9gfM in the project files. Article 12f’,&WEince with Texas Accessibility Standards and ADAThe Lo#alqqoVefnment shall ensure that the plans for and the construction of the Project is in cqFdb'TtqPc6“With the Texas Accessibility Standards (TAS) issued by the Texas Departmentof_ld}enVrb and Regulation, under the Architectural Barriers Act, Article 9102, Texas CivilStMY The TAS establishes minimum accessibility requirements to be consistent with minihlim accessibility requirements of the Americans with Disabilities Act (P.L. 101 -336). Article 13. Work Outside the Project Site The Local Government shall provide both the necessary right of way and any other propertyinterests needed for the Project. RTR Off System Page 4 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516 CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTFR (SH 121) Article 14. Insurance If this agreement authorizes the Local Government or its contractor to perform any work onState 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,verifyingthe existence of coverage in the amounts and types specified on the Certificate (#$Qpurancefor all persons and entities working on State right of way. This coverage shall be- FhdTRtgineduntil all work on the State right of way is complete. If coverage is not maintQtre£t{::all':Work onState right of way shall cease immediately, and the State may recovep dbI{Wes and allcosts of completing the work. #~M. x\Article 15. Audit #\,. V\'* Within 120 days of completion of the Project, the Local Goverrjrr©%,'hall perform an auditof the costs of the Project. Any funds due to the State will Fe~Via{i“ptly paid by the LocalGovernment. #e% Y= Article 16. Maintenance &\„:% The Local Government shall be responsible for mainjq-@c&f the Project. Article 17. Responsibilities of the Parties The State and the Local Government a9©K!@neither party is an agent, servant, or employee of the other party and ea##MAgrees it is responsible for its individualacts and deeds, as well as theE,Ms%d deeds of its contractors, employees,representatives, and agents. F'\N a b. To the extent permitted by laW,’the}go"cal Government agrees to indemnify and saveharmless the State, its agO{tj"-aM’employees from all suits, actions or claims and from all liability and dama§4b,:hating from any and all injuries or damages sustainedby any person or prQ.pqrty tn,'Consequence of any neglect, error, or omission in theperformance of the€dbqa©,;wonstruction, maintenance or operation of the Project bythe Local Govern@@N lgvcontractor(s), subcontractor(s), agents and employees, and from any claiLMWbnts arising or recovered under the ’'Workers' Compensationlaws"; the Tda$){ptt Claims Act, Chapter 101, Texas Civil Practice and Remedies Code; or q&!Mr applicable laws or regulations, all as from time to time may be c H 1 PeT%4 k L re s s 1 y a g r e e t h a t t h e P r oj e c t i s n o t a joint venture or enterpriseF{o\&eOb{,}if a court should find that the Parties are engaged in a joint venture orgQterbtige, then the Local Government, to the extent provided by law, agrees to pay „ Hq}\ liability adjudicated against the State for acts and deeds of the Locala:©gvernment, its employees or agents during the performance of the Project. V%Fo the extent provided by law, the Local Government shall also indemnify and saveharmless the State from any and all expense, including, but not limited to, attorney’sfees which may be incurred by the State in litigation or otherwise resisting said claimor liabilities which may be imposed on the State as a result of such activities by theLocal Government, its agents, or employees. Article 18. Notices All notices to either party by the other required under this Agreement shall be deliveredpersonally or sent by certified or U.S. mail, postage prepaid or sent by electronic mail, RTR Off System Page 5 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516 CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTF: (SH 121) (electronic notice being permitted to the extent permitted by law but only after a separatewritten consent of the parties), addressed to such party at the following addresses: Local Government City of Denton AHn: City Manager215 E McKinney StreetDenton, Texas 76201 Texas Department of TAttn: Director of Contra125 East 1 jth Street Austin, Texas 78701 All notices shall be deemed given on the date so detivered;U*@ deposited in the mail unless otherwise provided herein. Either party may charlgfH{d='Bbove address by sendingwritten notice of the change to the other party. Either paWl& request in writing that suchnotices shall be delivered personally or by certifiedgW. ’'hail and such request shall be honored and carried out by the other party. ’U\) Article 19. Right of Access \: If the Local Government is the owner or otB®&}o"ntrols access to any part of site of the Project, the Local Government shall perm@Mb or its authorized representative accessto the site to perform any activities authp@Ms Agreement. Article 20. Project Documents FiUpon completion or termination#W.his)Agreement, all documents prepared by the State shall remain the property of the @MII data prepared under this Agreement by the LocalGovernment shall be made<%\3ilgFile to the State without restriction or limitation on their further use. All docum§!&%dhced or approved or otherwise created by the LocalGovernment shall beAWMd to the State in the form of photocopy reproduction asrequired by the Sta@hMdWiginals shall remain the property of the Local Government. Atthe request of th§..®M€e Local Government shall submit any information required by the State in the forjngWWed by the State. Article 21 mRI%bWon of Books and RecordsThe Lo9a{(%.vgrnment shall keep a complete and accurate record to document theperfoH#"%1ldhd the work on the Project and to expedite any audit that might be conducted.ThR WqdbbGovernment shall maintain records sufficient to document that funds provided un fMI# Agreement were expended only for eligible costs that were incurred in accordancewithW applicable state and local laws, rules, policies, and procedures, and in accordancewith all applicable provisions of this Agreement. The Local Government shall maintain allbooks, documents, papers, accounting records and other documentation relating to costsincurred under this Agreement and shall make such materials available to the State forreview and inspection during the contract period and for four (4) years from the date ofcompletion of work defined under this Agreement or until any pending litigation or claims are resolved, whichever is later. Additionally, the State shall have access to all governmental ]q records that are directly applicable to this Agreement for the purpose of making audits, RTR Off System Page 6 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516 CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill Road Limits: South of Spencer Road to IH 35EDistrict: 18-Dallas Code Chart: 11400 Funding Category: Cat. 3 RTFR (SH 121) examinations, excerpts, and transcriptions. Article 22. NCTCOG Acceptance of funds directly under the Agreement or indirectly through a subcontract underthe Agreement acts as acceptance of the authority of NCTCOG and RTC to assistdhe Local Government’s implementation of financial reporting and environmental reviev\h*%@,qningthe Project. The Local Government shall provide to NCTCOG on a monthly baMWort ofexpenses, including the Local Government’s expenditure of local match fuR%VLe report shall list separately the expenditures by project phase as shown in Att@q=web@t, includingbut not limited to engineering, environmental review, right of Mk%luisition, and construction. . The report ?hall also des.cribe interest earrleg ong@>WbFn the SH 121Subaccount, including the interest rate, interest earned during #[d**,qibtih, and cumulativeinterest earned. The report shall further describe the status @Bq$HaT)ing the Project. Not less than 60 days before the environmental review docum§QI. RsM’mitted to the governingbody of the Local Government for final approval, the l#8ql"©o"§ernment shall submit thedocument to NCTCOG for review and comment.M,M&IMG may provide the Local Government technical assistance on the environnpFiW{evlew of the Project as mutuallyagreed between NCTCOG and the Local Governp€d% Article 23. State Auditor .„,„\*V'iF The state auditor may conduct an audit or @Jb{B&\atfbn of any entity receiving funds from theState directly under the Agreement or inq@My@ough a subcontract under the Agreement. Acceptance of funds directly under th4’AMWent or indirectly through a subcontract under this Agreement acts as acceptanc%®eAthority of the state auditor, under the directionof the legislative audit committ@& Mduct an audit or investigation in connection with those funds. An entity that is th&WEt of an audit or investigation must provide the state auditor with access to qWqlf,9?mation the state auditor considers relevant to theinvestigation or audit d Article 24. Amendmq}}$£u Fy .mytual wi@@ of the Parties, this contract may be amended prior to its A,ti,1, 25. TAG" The Agreqh%May be terminated in the following manner: a. MrMWwritten agreement and consent of both parties;bf@€ither party upon the failure of the other party to fulfill the obligations set forthw:%&r&ein, after a 45 day period to cure after receiving written notice of non-compliance;=#:kg) the State if the Local Government does not let the construction contract for the\ Project within one year after the State first provides 121 Funds for construction asshown in Attachment A, Payment Provision and Work Responsibilities;By the State if the Local Government does not complete the Project within ten yearsafter the effective date of the Agreement. Article 26. Work by Debarred PersonThe Local Government shall not contract with any person that is suspended, debarred, proposed for debarment, declared ineligible or voluntarily excluded from covered RTR Off System Page 7 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-3790-40DD-8FF5-7B4F3560F516CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTF: (SH 121) transactions by any federal agency or that is debarred or suspended by the State. Article 27. Sole AgreementThe Agreement constitutes the sole and only agreement between the parties and supersedes any. prior understandings or written or oral agreements rese@pg theAgreement’s subject matter. ;.. qX, Article 28. Successors and Assigns g”Q*=) The State and the Local Government each binds itself, its successors, #e&@, assigns, and administrators to the other party to this agreement and to the qd#$$Ppg, executors, lssigns, and administrators of such other party in respect to all COV§RpW@This agreement.The Local Government may assign its interests under the Agree$eIa.,all-y with the writtenapproval of the State. p Article 29. Remedies f*%, The Agreement shall not be considered as specifying a@@!'bsiGe remedy for a breach ofthe Agreement. All remedies existing at law or in eqq+ty#r8~qfailable to either Party and arecumulative. - :f "\, Article 30. Legal Construction ,4 !f a Provision o+ the Agreement shall be heU©®Eegal or unenforceable, such invalidity,illegality or unenforceability shall not affeq!€#®i,ah-dr provision, and the Agreement shall be construed as if it did not contain the inT@Vor unenforceable provision Article 31. Signatory Warranty #U,iS\Each signatory warrants that .It,hpsidhatory has necessary authority to execute thisagreement on behalf of the entity@@nted.Cq Each party is signing this=@@M on the date stated under that party’s signature. and approved for the Texas Transportation Commissionof activating and/or carrying out the orders, established policies or approved and authorized by the Texas Transportation ctor br S+LWay+ .en ne mart Director of Contract Services Texas Department of Transportation Date: 5/19/2022 RTR Off System Page 8 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-379040DD-8FF5-7B4F3560F516 CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTR (SH 121) THE LOCAL GOVERNMENT - CITY OF DENTON Mack Reinwald ,a„,. ';W,}\*b9b'~ DwuSigned bF OM"qBy:m®:FT City Engineer/Director of Capital Pro. Date: 5/19/2022 br By:l ?„iSara Hensley !nt?/rbr{y9J!x yDate% 5/25/2022 Rosa Rios City Secretary RTR Off System Page 9 of 10 Revised 2/20/2019 DocuSign Envelope ID: A9B857DE-379040DD-8FF5-7B4F3560F516 CSJ: 0918-46-325 AFA ID: ZOOO03068 Project: Mayhill RoadLimits: South of Spencer Road to IH 35EDistrict: 18-DallasCode Chart: 11400 Funding Category: Cat. 3 RTFR (SH 121) $V< qqb”ATTACHMENT A Payment Provision and Work Responsibilj@b& For CSJ# 0918-46-325, the State will pay $4,000,000 from the sRah&Eaccount for the expansion of a 2-lane rural road to a 4-lane divided urban arts(##itension of FM 2499 in the city of Denton. #%\N In accordance with the allocation of funds approveg $;*@ RTC, and concurred with by theTexas Transportation Commission, the State will mg@ ’Rp-payments for the following work in the following Fiscal Years: pm>\T„Pa\ Regional ToRevenue (RTR) SH121 Subaccount Funds Participation $4,000,000 $4,000,000 Description FiscalYear<HM :B• r = \•nHI ate o it Local Government Participation Construction (by Local'TOTAL :#[5Mar6a $5,000,000 $1 ,000,000 $1 ,000,000 \ q completed, all @eW§ inspections have been conducted, and the Project is open to traffic. Q4:: The Local Government reqh@Mtch is $1.000.000. Upon completion q:@#8ject, the Local Government will issue a signed "Notification ofCompletion" dow@@:6 the State. The notice shall certify that the Project has been <Qa RTR Off System Page 10 of 102/20/2019 Revised