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R-09-05-14-9G4 - 5/14/2009RESOLUTION NO. R -09-05-14-9G4 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Agreement with Williamson County regarding the FM 1460 Expansion Project, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal Agreement regarding the FM 1460 Expansion Project, with Williamson County a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject Resolution was adopted was posted the public as required by law Resolution and the subject matter of the meeting at which this and that such meeting was open to at all times during which this hereof were discussed, considered and formally acted upon, all as required by the Chapter 551, Texas Government RESOLVED this 14th day ATTEST: SARA t WHITE, City Secretary o:\vaW\scclncs\0112\o,o5\4uNIcIPAL\R90s1404. poc/rmc Code, as amended. of May, 2009. Open Meetings Act, ALAN MCGRAW, Mayor City of Round Rock, Texas INTERLOCAL AGREEMENT BETWEEN WILLIAMSON COUNTY AND CITY OF ROUND ROCK THE STATE OF TEXAS COUNTY OF WILLIAMSON This Interlocal Agreement (the "Agreement") is entered into as of this day of , 2009, by and between Williamson County, a political subdivision of the state of Texas (the "County") and the City of Round Rock, a Texas home -rule municipality (the "City") (collectively, the "Parties"). RECITALS WHEREAS, V.T.C.A., Government Code, Chapter 791, cited as the Texas Interlocal Cooperation Act, provides that any one or more Local governments may contract with each other for the performance of governmental functions or services for the promotion and protection of the health and welfare of the inhabitants of this State and the mutual benefit of the parties; and WHEREAS, Texas Department of Transportation ("TxDOT") desires to widen and expand of FM 1460 from a two-lane roadway to a four -lane roadway from Old Settlers Boulevard to approximately 1000' north of University Boulevard (the "Project"); and WHEREAS, the City has or will have entered into an Advanced Funding Agreement with TxDOT regarding the construction of the Project ("Advanced Funding Agreement"); and WHEREAS, the Advanced Funding Agreement contemplates the expenditure of approximately $19,000,000 for the Project; and WHEREAS, the Texas Department of Transportation, ("TxDOT"), through the Advanced Funding Agreement, has or will have agreed to assume responsibility for the construction of the Project and has or will have committed to funding $10,000,000 to the Project (the "TxDOT Participation"); and WHEREAS, the City, through the Advanced Funding Agreement, has or will have committed to be responsible for funding the balance of the Project not covered by the TxDOT Participation; and WHEREAS, Avery Center Devco, Inc. (the "Developer") has or will have entered into a Development Agreement with the City to be responsible for funding a portion of the Project Costs, as defined herein, up to, but no more than $5,000,000; and 00159397.DOC/CC/mp 1 WHEREAS, the County desires to participate equally with the City in sharing all Project Costs; and Now therefore, in consideration of the mutual covenants and agreements herein contained, the City and the County agree as follows: A. TERMS AND CONDITIONS 1. FM 1460 Project. 1.1 The Project. The Project shall consist of the expansion and upgrading of FM 1460 to a four (4) lane roadway from Old Settlers Blvd to approximately 1000' north of University Boulevard. 1.2 Project Costs. Project Costs shall mean all of the items listed in the Advanced Funding Agreement, said Agreement being attached hereto and incorporated herein as Exhibit "A". Project Costs also includes relocation of utilities and right-of-way acquisition costs. All change orders, if any, shall be included in the Project Costs. 2. City and County Participation. 2.1 City Payment. The City has or will have entered into an Advanced Funding Agreement with TxDot, wherein the City will assume responsibility for the payment of all Project Costs over and above the $10,000,000 TxDot Participation (the "City Participation"). The Advanced Funding Agreement requires the City to fund fifty (50%) percent of the estimated balance of Project Costs over and above the TxDot Participation prior to contract award and the remaining fifty (50%) of the Project Costs payable in 12 monthly installments after contract award. 2.2 Developer Payment. The Developer has or will have entered into a Development Agreement with the City wherein the Developer, in return for the expeditious construction of the Project, has agreed to pay the City fifty (50%) of all Project Costs over and above the $10,000,000 TxDot Participation, up to, but no more than $5,000,000 ("Development Participation"). 2.3 County Payment. By this Agreement, the County shall be obligated to share equally with the City all Project Costs over and above the $10,000,000 TxDot Participation and the Developer Participation ( the "County Participation"). If the Developer fails to meet its obligations to the City, the County will remain obligated to share equally with the City all Project Costs over and above the $10,000,000 TxDOT Participation. If the Developer fails to meet its obligations to the City, the County will cooperate with the City to seek reimbursement on an 2 equal basis from the first issuance of bonds from the Avery Farms Road Districts No. 1 and No. 2 for their Project Cost payments. 2.4 County Reimbursement Schedule. At least 70 days prior to the date set by TxDOT for receipt of construction bids, the County shall remit to the City $1,125,000 in cash. The balance of the County Participation, as described above, shall be due and payable in 12 equal monthly installments by the 1st of each month beginning the month after the receipt of bids. 2.5 Right -of -Way and Utility Relocation Costs. The City and the County shall share equally any and all costs incurred for acquisition of right-of-way, utility relocations or other costs related to the Project not included in the TxDOT construction contract. 2.6 Payment Adjustments. If either the County or the City pays more than the other for its share of Project Costs, the Parties agree to equalize these payments after completion of the Project so that each party has paid the same amount. B. MISCELLANEOUS PROVISIONS 1. Execution. This Agreement may be simultaneously executed in any number of counterparts, each of which will serve as an original and will constitute one and the same instrument. 2. Governing Law. This Agreement will be governed by the Constitution and laws of the State of Texas. 3. Successors and Assigns. The assignment of this Agreement by either Party is prohibited without the prior written consent of the other Party. 4. Headings. The captions and headings appearing in this Agreement are inserted merely to facilitate reference and will have no bearing upon its interpretation. 5. Partial Invalidity. If any of the terms, covenants or conditions of this Agreement, or the application of any term, covenant, or condition, is held invalid as to any person or circumstance by any court with jurisdiction, the remainder of this Agreement, and the application of its terms, covenants, or conditions to other persons or circumstances, will not be affected. 6. Waiver. Any waiver by any party of its rights with respect to a default or requirement under this Agreement will not be deemed a waiver of any subsequent default or other matter. 3 7. Amendments. This Agreement may be amended or modified only by written agreement duly authorized and executed by the duly authorized representatives of the Parties. 8. Cooperation. Each Party agrees to execute and deliver all such other and further instruments and undertake such actions as are or may become necessary or convenient to effectuate the purposes and intent of this Agreement. 9. Venue. All obligations of the Parties are performable in Williamson County, Texas and venue for any action arising hereunder will be in Williamson County. 10. Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties, any rights, benefits, or remedies under or by reason of this Agreement. 11. Representations. Unless otherwise expressly provided, the representations, warranties, covenants, indemnities, and other agreements will be deemed to be material and continuing, will not be merged, and will survive the termination or expiration of this Agreement. 12. Exhibits. All exhibits attached to this Agreement are hereby incorporated in this Agreement as if the same were set forth in full in the body of this Agreement. 13. Entire Agreement. This Agreement, including any attached exhibits, contains the entire agreement between the Parties with respect to the subject matter and supersedes all previous communications, representations, or agreements, either verbal or written, between the Parties with respect to such matters. 14. Term. This Agreement shall automatically terminate if a contract for the Project is not awarded within three (3) years after this Agreement is executed by both parties. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, as of the Effective Date. WILLIAMSON COUNTY By: Honorable Dan A. Gattis, County Judge Date: 4 CITY OF ROUND ROCK, TEXAS By: Alan McGraw, Mayor Date: 5 EXHIBIT THE STATE OF TEXAS THE COUNTY OF TRAVIS CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: fiom Old Settlers to University Blvd. CFDA # 20.205 ORIGINAL ADVANCE FUNDING AGREEMENT FOR VOLUNTARY LOCAL GOVERNMENT CONTRIBUTIONS TO TRANSPORTATION IMPROVEMENT PROJECTS WITH NO REQUIRED MATCH THIS AGREEMENT IS MADE BY AND BETWEEN the State of Texas, acting by and through the Texas Department of Transportation, hereinafter called the "State", and the City of Round Rock, acting by and through Its duly authorized officials, hereinafter called the "Local Government," WITNESSETH WHEREAS, Transportation Code, Chapters 201, 221, 227, and 381, authorize the State to lay out, construct, maintain, and operate a system of streets, roads, and highways that comprise the State Highway System; and, WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.208 and Chapter 221, authorize the Stale to contract with municipalities and political subdivisions; and, WHEREAS, Commission Minute Order Number 111734 authorizes the State to undertake and complete a highway Improvement generally described as widen to a 4 -lane roadway facility; and, WHEREAS, the Local Government has requested that the State allow the Local Government to participate in said improvement by funding that portion of the Improvement described as widen FM 1480 from a two-lane roadway to a 4 -lane roadway from Old Settlers to University Boulevard within the City of Round Rock, hereinafter called the "Project"; and, WHEREAS, the State has determined that such participation Is In the best interest of the citizens of the State; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, the State and the Local Government do agree as follows: AGREEMENT Article 1. Time Period Covered This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed, and the Slate and the Local Government will consider it to be In full force and effect until the Project described herein has been completed and accepted by all parties or unless terminated, as hereinafter provided. Article 2, Project Funding and Work Responsibilities The State will authorize the performance of only those Project Items of work which the Local Government has requested and has agreed to pay for as described In Attachment A, Payment Provision and Work Responsibilities which is attaohed to and made a part of this contract. AFA-AF&VoITIP Page 1 of 8 Revised 02/02/2009 CSJ #2211.02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 In addition to identifying those items of work paid for by payments to the State, Attachment A, Payment Provision and Work Responsibilities, also specifies those Project items of work that are the responsibility of the Local Government and wilt be carried out and completed by the Local Government, at no cost to the State. The State shall provide a fixed amount of $10,000,000 towards the total construction bld Item costs. At least sixty (80) days prior to the date set for receipt of the construction blds, the Local Government shall remit half of the estimated balance of the construction costa@found in the Latest Engineers Ea1jnlate. `Gpon award of lite construction contrackihe Local Government s-h`a rem t e a nce of the construction costs in incremental payments of equal value by the 514 of each month beginning with the month after the receipt of bids for twelve (12) consecutive months. 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. Whenever funds are paid by the Local Government to the State under this Agreement, the Local Government shdll 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. Article 3. Right of Access if the Local Government Is the owner of any part of the Project site, the Local Government shall permit the State or Its authorized representative access to the site to perform any activities required to execute the work. Article 4. Adjustments Outside the Project Site The Looal aoxernmeni will provide for all necessary right-of-way acquisition and all necessary utility adjustments.. ;=, .- -, A='r5y;:_.-FF . Article 6. Responsibilities of the Parties The State and the Local Government 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 6. Document and Information Exchange The Local Government agrees to electronically deliver lo 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 AFA-AFA_VoITIP Page 2 of 8 Revised 02/0212008 CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: front Old Settlers to University Blvd. CFDA If 20.205 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. Article 7. Interest The State will not pay Interest on funds provided by the Local Government. Funds provided by the Local Government will be deposited into, and retained in, the State Treasury. Article 8. Inspection and Conduct of Work Unless otherwise specifically stated In Attachment A, Project Budget and Description, to this contract, the State will supervise and inspect all work performed hereunder and provide such engineering inspection and testing services as may be required to ensure that the Project is accomplished in accordance with the approved plans and spetificattons. All correspondence and Instructions to the contractor performing the work will be the sole responsibility of the State. Unless otherwise specifically stated in Attachment A to this contract, all work will be performed in accordance with the Standard Specifications for Construction and Maintenance of Highways, Streets, and Bridges adopted by the State and Incorporated herein by reference, or special specifications approved by the State. Article 9. Increased Costa In the event it is determined that the funding provided by the Local Government will be insufficient to cover the State's cost for performance of the Local Government's requested work, the Local Government will pay to the State the additional funds necessary to cover the anticipated additional cost. The State shall send the Local Government a written notification stating the amount of additional funding needed and stating the reasons for the needed additional funds. The Local Government shall pay the funds to the State within 30 days of the written notification, unless otherwise agreed to by all parties to this agreement. If the Local Government cannot pay the additional funds, this contract shall be mutually terminated In accord with Article 11 - Termination. If this is a fixed price agreement as specified In Attachment A, Project Budget and Description, this provision shall only apply in the event changed site conditions are discovered or as mutually agreed upon by the State and the Local Government. If any existing or future local ordinances, commissioners court orders, rules, policies, or other directives, including but not limited to outdoor advertising billboards and storm water drainage facility requirements, are more restrictive than State or Federal Regulations, or if any other locally proposed changes, including but not limited to plats or replats, result In increased costs, then any Increased costs associated with the ordinances or changes will be paid by the local government. The cost of providing right of way acquired by the State shall mean the total expenses In acquiring the property . Interests either through negotiations or eminent domain proceedings, including but not limited to expenses related to relocation, removal, and adjustment of eligible utilities. Article 10, Maintehance Upon completion of the Protect, the State will assume responsibility for the maintenance of the completed Project unless otherwise specified In Attachment A to this agreement. Article 11. Termination This agreement may be terminated in the following manner: • by mutual written agreement and consent of both parties; by either party upon the failure of the other party to fulfill the obligations set forth herein; AFA-AFA_VoITIP Page 3 of 8 Revised 02/02/2009 CSJ «2211-02-021 District 1114 -Austin Code Chart 64 1136750 FM 1460: from Old Settlers to University B1vd. CFDA 1120.205 + by the State if it determines that the performance of the Project is not in the beat interest of the State. If the agreement is terminated in accordance with the above provisions, the Local Government will be responsible for the payment of Project costs incurred by the State on behalf of the Local Government up to the time of termination. ♦ Upon completion of the Project, the State Will perform an audit of the Protect costs. Any funds due to the Local Governmbnt, the State, or the Federal Government will be promptly paid by the owing party. Article 12. Notices Ali notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mall, postage prepaid or sent by electronic mall, (electronic notice being permitted to the extent permitted by law but only after a separate written consent of the parties), addressed to such party al the following addresses: Local Government: Mayor 221 E. Main Street Round Rock, Texas 78664 State: Austin District Engineer P.O. Drawer 15426 Austin, Texas 78761-5426 All notices shall be deemed given on the date so delivered or so deposited in the mall, 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. Article 13. Sole Agreement In the event the terms of the agreement are in conflict with the provisions of any other existing agreements between the Local Government and the State, the latest agreement shall take precedencd over the ocher agreements in matters related to the Project. Article 14. Successors and Assigns The State and the Local Government each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of such other party in respect to all covenants of this agreement. Article 15. Amendments By mutual written consent of the parties, this contract may be amended prior to its expiration. Article 16. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indirectly through a subcontract under the contract. Acceptance of funds directly under the 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. An 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, AFA-AFA VoITIP Page 4 of 8 Revised 02/02/2009 CSJ #2211.02-021 District# 14 -Austin Code Chart 64 #36750 EM 1460: from Old Settlers to University Blvd. CFDA # 20.205 Article 17. 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 1580 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. Article 18. Debarment 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 [Contractor, Local Government, Engineer, or whatever] certifies that it Is not currently debarred, suspended, or otheiwlse excluded from or ineligible for participation In Federal Assistance PrOgratns under Executive Order 12540. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive Federal funds and, when requested by the State, to furnish a copy of the certification. Article 19. Signatory Warranty The signatories to this agreement warrant that each has the authority to enter into this agreement on behalf of the party they represent., IN WITNESS WHEREOF, THE STATE AND THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this agreement, AFA-AFA_VoITIP Page 5 of 8 Revised 02/0212009 CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 THE STATE OF TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By Date Robert B. Daigh, PE District Engineer THE LOCAL GOVERNMENT Name of the Local Government City of Round Rook By Date Typed or Printed Nanie and Title AFA-AFA Vo)TIP Page 8 of 8 Revised 02/02/2009 CSJ 112211.02.021 District # 14 -Austin Code Chart 641136750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 ATTACHMENT A Payment Provision The State will pay a fixed amount of $10,000,000 towards the cost of construction bid Items for the widening of FM 1460 from a 2 -lane roadway to a 4 -lane facility. The Local Government will pay the balance of the construction bid item costs for the Project: The Local Government's estimated cost of this additional work Is $9,000,000, for the construction bid Items. The State has estimated the project to be as follows: Description Total Estimate Cost State Participation Local Participation Cost % Cost Coat 'rte «: r ,f R $ ta�a dIDt-L div• »a z i i..r v» .`1 "'�' Y� �' f;r` t !l'(p pJ�B Y f F, t;�r,: 4' . i - vA�.yQ 7 3- h F��� }�`�4*�1'?2 •-'tya , Construction of the widening of a 2 -lane roadway to a 4 -lane facility, f ` ...nst: '1711ri $19,000,000 Fixed $10,000,000 $9,000,000 iG 0 �1 yr.. :y,.� c"). ..y. .y 4, •;1 Direct State Costs $0 (Including plan review, inspection and oversight) 0°% $0 o *0 Indirect State Costs 50 (no local participation required except for service projects) 0% $0 0% $0 TOTAL. *19,000,000 $10,000,000 $9,000,000 Direct or Indirect Costs will not be charged. - Local Government's Participation $9&09.000 It is further understood that the State will include only those items for the Improvements as requested and required by the Local Government. This is an estimate only; final participation amounts will be based on actual charges to the project. CI 5c 7,z 1- clew AFA-AFA_Vo1TIP Page 7 of 8 Revised 02/02/2009 Work Responsibilities Environmental Requirements CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 PM 1460: fiom Old Settlers to University Blvd, CFDA # 20.205 A. The State shall prepare the appropriate environmental documentation and secure environmental clearance for the Project. B. To the extent required to complete the Project, the State will be responsible for the mitigation and remediation of any environmental problems associated with the development of the Project, Engineering Services A. The Local Government shall prepare or cause to be prepared the engineering plans, specifications, and estimates (PS&E) necessary for the development of the Protect. The PS&E shall be prepared in accordance with all applicable laws, policies and regulations, deemed necessary by the State. B. The engineering plans shall be developed in accordance with the Texas Department of Transportation Roadway Design Manual, the ourrent edition of the Standard Specifications for. Construction and Maintenance of Highways, Streets, and Bridges and the Texas Accessibility Standards. C. The Local Government shall submit a copy of the redlined plans provided by the State with all applicable plan submittals to indicate that QC/QA was undertaken. D The Local Government shall submit the completed PS&E to the State for review and approval five months prior to the State's anticipated bid opening date. Construction Responsibilities A. The State shall advertise for construction bids, Issue bid proposals, receive and tabulate the bids and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders, which may become necessary subsequent to the award of the construction contract. B. The State will use Its approved contract letting and award procedures to let and award the construction contract. C. The Local Government will retain a consultant engineer for construction phase services. Those services entail shop drawing review, preparation of any re -design, alternative design or additional design details needed during construction. The consultant engineer will also be available 10 respond to questions relating to the plans. AFA-AFA_VoITIP Page 8 of 8 Revised 02/02/2009 DATE: May 7, 2009 SUBJECT: City Council Meeting — May 14, 2009 ITEM: 9G4. Consider a resolution authorizing the Mayor to execute an Interlocal Agreement with Williamson County for the expansion of north A.W. Grimes Boulevard (FM 1460). Department: Staff Person: Justification: Transportation Services Tom Word, P.E., Chief of Public Works Operations The FM 1460 North expansion is currently estimated at $19 million; the Texas Department of Transportation (TxDOT) has committed to providing $10 million toward this project; the developer of Avery Center, Waterstone Development, has agreed to contribute 50% of the funding shortfall (currently estimated at $9 million) not to exceed $5 million. This interlocal agreement will divide the remaining balance equally between Williamson County and the City of Round Rock. Funding: Cost: $0.00 Source of funds: N/A Outside Resources: Texas Department of Transportation Waterstone Development Background Information: A.W. Grimes Boulevard (FM 1460) between University Boulevard and Old Settlers Boulevard is a rural two lane roadway which is experiencing high volumes of traffic. Further, this roadway bisects the Avery Center development, which will significantly add to the high traffic volumes. Plans have been completed for the widening of this roadway; however, until now funding has not been available - the current estimated cost of this roadway is $19 million. Recently, TxDOT was notified that $10 million would be available from the American Reinvestment and Recovery Act to construct this roadway. Furthermore, the Avery Center developer, Waterstone Development has agreed to contribute up to 50% of the funding shortfall, not to exceed $5 million. This interlocal agreement will divide the remaining balance equally between the City and Williamson County. The City's costs will be captured in an Advance Funding Agreement with TxDOT. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS INTERLOCAL AGREEMENT BETWEEN WILLIAMSON COUNTY AND CITY OF ROUND ROCK THE STATE OF TEXAS COUNTY OF WILLIAMSON This Interlocal Agreement (the "Agreement") is entered into as of this (4111 day of Mfi‘,Y , 2009, by and between Williamson County, a political subdivision of the state of Texas (the "County") and the City of Round Rock, a Texas home -rule municipality (the "City") (collectively, the "Parties"). RECITALS WHEREAS, V.T.C.A., Government Code, Chapter 791, cited as the Texas Interlocal Cooperation Act, provides that any one or more local governments may contract with each other for the performance of governmental functions or services for the promotion and protection of the health and welfare of the inhabitants of this State and the mutual benefit of the parties; and WHEREAS, Texas Department of Transportation ("TxDOT") desires to widen and expand of FM 1460 from a two-lane roadway to a four -lane roadway from Old Settlers Boulevard to approximately 1000' north of University Boulevard (the "Project"); and WHEREAS, the City has or will have entered into an Advanced Funding Agreement with TxDOT regarding the construction of the Project ("Advanced Funding Agreement"); and WHEREAS, the Advanced Funding Agreement contemplates the expenditure of approximately $19,000,000 for the Project; and WHEREAS, the Texas Department of Transportation, ("TxDOT"), through the Advanced Funding Agreement, has or will have agreed to assume responsibility for the construction of the Project and has or will have committed to funding $10,000,000 to the Project (the "TxDOT Participation"); and WHEREAS, the City, through the Advanced Funding Agreement, has or will have committed to be responsible for funding the balance of the Project not covered by the TxDOT Participation; and WHEREAS, Avery Center Devco, Inc. (the "Developer") has or will have entered into a Development Agreement with the City to be responsible for funding a portion of the Project Costs, as defined herein, up to, but no more than $5,000,000; and 00159397.DOC/CC/mp 1 o 1.-C9'Kt 14+ WHEREAS, the County desires to participate equally with the City in sharing all Project Costs; and Now therefore, in consideration of the mutual covenants and agreements herein contained, the City and the County agree as follows: A. TERMS AND CONDITIONS 1. FM 1460 Project. 1.1 The Project. The Project shall consist of the expansion and upgrading of FM 1460 to a four (4) lane roadway from Old Settlers Blvd to approximately 1000' north of University Boulevard. 1.2 Project Costs. Project Costs shall mean all of the items listed in the Advanced Funding Agreement, said Agreement being attached hereto and incorporated herein as Exhibit "A". Project Costs also includes relocation of utilities and right-of-way acquisition costs. All change orders, if any, shall be included in the Project Costs. 2. City and County Participation. 2.1 City Payment. The City has or will have entered into an Advanced Funding Agreement with TxDot, wherein the City will assume responsibility for the payment of all Project Costs over and above the $10,000,000 TxDot Participation (the "City Participation"). The Advanced Funding Agreement requires the City to fund fifty (50%) percent of the estimated balance of Project Costs over and above the TxDot Participation prior to contract award and the remaining fifty (50%) of the Project Costs payable in 12 monthly installments after contract award. 2.2 Developer Payment. The Developer has or will have entered into a Development Agreement with the City wherein the Developer, in return for the expeditious construction of the Project, has agreed to pay the City fifty (50%) of all Project Costs over and above the $10,000,000 TxDot Participation, up to, but no more than $5,000,000 ("Development Participation"). 2.3 County Payment. By this Agreement, the County shall be obligated to share equally with the City all Project Costs over and above the $10,000,000 TxDot Participation and the Developer Participation ( the "County Participation"). If the Developer fails to meet its obligations to the City, the County will remain obligated to share equally with the City all Project Costs over and above the $10,000,000 TxDOT Participation. If the Developer fails to meet its obligations to the City, the County will cooperate with the City to seek reimbursement on an 2 equal basis from the first issuance of bonds from the Avery Farms Road Districts No. 1 and No. 2 for their Project Cost payments. 2.4 County Reimbursement Schedule. At least 70 days prior to the date set by TxDOT for receipt of construction bids, the County shall remit to the City $1,125,000 in cash. The balance of the County Participation, as described above, shall be due and payable in 12 equal monthly installments by the 1st of each month beginning the month after the receipt of bids. 2.5 Right -of -Way and Utility Relocation Costs. The City and the County shall share equally any and all costs incurred for acquisition of right-of-way, utility relocations or other costs related to the Project not included in the TxDOT construction contract. 2.6 Payment Adjustments. If either the County or the City pays more than the other for its share of Project Costs, the Parties agree to equalize these payments after completion of the Project so that each party has paid the same amount. B. MISCELLANEOUS PROVISIONS 1. Execution. This Agreement may be simultaneously executed in any number of counterparts, each of which will serve as an original and will constitute one and the same instrument. 2. Governing Law. This Agreement will be governed by the Constitution and laws of the State of Texas. 3. Successors and Assigns. The assignment of this Agreement by either Party is prohibited without the prior written consent of the other Party. 4. Headings. The captions and headings appearing in this Agreement are inserted merely to facilitate reference and will have no bearing upon its interpretation. 5. Partial Invalidity. If any of the terms, covenants or conditions of this Agreement, or the application of any term, covenant, or condition, is held invalid as to any person or circumstance by any court with jurisdiction, the remainder of this Agreement, and the application of its terms, covenants, or conditions to other persons or circumstances, will not be affected. 6. Waiver. Any waiver by any party of its rights with respect to a default or requirement under this Agreement will not be deemed a waiver of any subsequent default or other matter. 3 7. Amendments. This Agreement may be amended or modified only by written agreement duly authorized and executed by the duly authorized representatives of the Parties. 8. Cooneration. Each Party agrees to execute and deliver all such other and further instruments and undertake such actions as are or may become necessary or convenient to effectuate the purposes and intent of this Agreement. 9. Venue. All obligations of the Parties are performable in Williamson County, Texas and venue for any action arising hereunder will be in Williamson County. 10. Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing in this Agreement, express or implied, is intended to confer upon any person, other than the Parties, any rights, benefits, or remedies under or by reason of this Agreement. 11. Representations. Unless otherwise expressly provided, the representations, warranties, covenants, indemnities, and other agreements will be deemed to be material and continuing, will not be merged, and will survive the termination or expiration of this Agreement. 12. Exhibits. All exhibits attached to this Agreement are hereby incorporated in this Agreement as if the same were set forth in full in the body of this Agreement. 13. Entire Agreement. This Agreement, including any attached exhibits, contains the entire agreement between the Parties with respect to the subject matter and supersedes all previous communications, representations, or agreements, either verbal or written, between the Parties with respect to such matters. 14. Term. This Agreement shall automatically terminate if a contract for the Project is not awarded within three (3) years after this Agreement is executed by both parties. IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be signed, sealed and attested in duplicate by their duly authorized officers, as of the Effective Date. WILLIAMSON COUNTY By: Honorable D. A. Gattis, County Judge Date: /-Y 4 CITY OF ROUND ROCK, TEXAS fti4� By: Date: AlancGraw, Mayor 5 EXHIBIT THE STATE OF TEXAS § THE COUNTY OF TRAVIS § CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 RIGIIAL ADVANCE FUNDING AGREEMENT FOR VOLUNTARY LOCAL GOVERNMENT CONTRIBUTIONS TO TRANSPORTATION IMPROVEMENT PROJECTS WITH NO REQUIRED MATCH THIS AGREEMENT IS MADE BY AND BETWEEN the State of Texas, acting by and through the Texas Department of Transportation, hereinafter called the "State", and the City of Round Rock, acting by and through its duly authorized officials, hereinafter called the "Local Government." WITNESSETH WHEREAS, Transportation Code, Chapters 201, 221, 227, and 361, authorize the State to lay out, construct, maintain, and operate a system of streets, roads, and highways that comprise the State Highway System; and, WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.208 and Chapter 221, authorize the State to contract with municipalities and political subdivisions; and, WHEREAS, Commission Minute Order Number 111734 authorizes the State to undertake and complete a highway improvement generally described as widen to a 4 -lane roadway facility; and, WHEREAS, the Local Government has requested that the State allow the Local Government to participate in said improvement by funding that portion of the improvement described as widen FM 1460 from a two-lane roadway to a 4 -lane roadway from Old Settlers to University Boulevard within the City of Round Rock, hereinafter called the "Project'; and, WHEREAS, the State has determined that such participation is in the best interest of the citizens of the State; NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto, to be by them respectively kept and performed as hereinafter set forth, the State and the Local Government do agree as follows: AGREEMENT Article 1. Time Period Covered This agreement becomes effective when signed by the last party whose signing makes the agreement fully executed, and the State and the Local Government will consider it to be in full force and effect until the Protect described herein has been completed and accepted by all parties or unless terminated, as hereinafter provided. Article 2. Project Funding and Work Responsibilities The State will authorize the performance of only those Project items of work which the Local Government has requested and has agreed to pay for as described In Attachment A, Payment Provision and Work Responsibilities which is attaohed to and made a part of this contract. AFA AFA VoITIP Page 1 of 8 Revised 02/02/2008 CSJ #2211-02-021 District # 14 Austin Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 In addition to identifying those items of work paid for by payments to the State, Attachment A, Payment Provision and Work Responsibilities, also specifies those Project items of work that are the responsibility of the Local Government and wilt be carried out and completed by the Local Government, at no cost to the State. The State shall provide a fixed amount of $10,000,000 towards the total construction bid item costs. At least sixty (60) days prior to the date set for receipt of the construction bids, the Local Government shall reinit half of the estimated balance of thejj construction cost as found in the Latest Engineers ate. —Upon award of fl -ie construction contract the Local Government sha rfi emif the .balgfice of the construction costs in incremental payments of equal value by the 51h of each month beginning with the month after the receipt of bids for twelve (12) consecutive months. 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. Whenever funds are paid by the Local Government to the State under this Agreement, the Local Government shdll 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. Article 3. Right of Access If the Local Government is the owner of any part of the Project site, the Local Government shall permit the State or its authorized representative access to the site to perform any activities required to execute the work. Article 4. Adjustments Outside the Project Site The Local aovemment will provide for all necessary right-of-way acquisition and all necessary utility adjustments.. ,:;��:=,--::;_ rt= . - • Article 5. Responsibilities of the Parties The State and the Local Government 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 6. 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 AFA-AFA VoiTIP Page 2 of 8 Revised 02/02/2009 CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 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. Article 7. Interest The State will not pay interest on funds provided by the Local Government. Funds provided by the Local Government will be deposited into, and retained in, the State Treasury. Article 8, Inspection and Conduct of Work Unless otherwise specifically stated In Attachment A, Project Budget and Description, to this contract, the State will supervise and inspect all work performed hereunder and provide such engineering Inspection and testing services as may be required to ensure that the Project is accomplished in accordance with the approved plans and specifications. All correspondence and instructions to the contractor performing the work will be the sole responsibility of the State. Unless otherwise specifically stated in Attachment A to this contract, all work will be performed in accordance with the Standard Specifications for Construction and Maintenance of Highways, Streets, and Bridges adopted by the State and Incorporated herein by reference, or special specifications approved by the State. Article 9. Increased Costs In the event it is determined that the funding provided by the Local Government will be insufficient to cover the State's cost for performance of the LpGat Government's requested work, the Local Government will pay to the State the additional funds necessary to cover the anticipated additional cost. The State shall send the Local Government a written notification stating the amount of additional funding needed and stating the reasons for the needed additional funds. The Local Government shall pay the funds to the State within 30 days of the written notification, unless otherwise agreed to by all parties to this agreement. if the Local Government cannot pay the additional funds, this contract shall be mutually terminated In accord with Article 11 - Termination. if this is a fixed price agreement as specified in Attachment A, Project Budget and Description, this provision shall only apply In the event changed site conditions are discovered or as mutually agreed upon by the State and the Local Government. 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 replete, result in increased costs, then any increased costs associated with the ordinances or changes will be paid by the local government. The cost of providing right of way acquired by the State shall mean the total expenses in acquiring the property interests either through negotiations or eminent domain proceedings, including but not limited to expenses related to relocation, removal, and adjustment of eligible utilities. Article 10, Maintenance Upon completion of the Project, the State will assume responsibility for the maintenance of the completed Project unless otherwise specified in Attachment A to this agreement. Article 11. Termination This agreement may be terminated in the following manner: • by mutual written agreement and consent of both parties; • by either party upon the failure of the other party to fulfill the obligations set forth herein; AFA-AFA_VoITIP Page 3 of 8 Revised 02/02/2009 CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 ♦ by the State if it determines that the performance of the Project is not in the best interest of the State. If the agreement is terminated in accordance with the above provisions, the Local Government will be responsible for the payment of Project costs incurred by the State on behalf of the Local Government up to the time of termination. • Upon completion of the Project, the State Will perform an audit of the Protect costs. Any funds due to the Local Government, the State, or the Federal Government will be promptly paid by the owing party. Article 12. Notices Ail notices to either party by the other required under this agreement shall be delivered personally or sent by certified or U.S. mall, 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: Mayor 221 E. Main Street Round Rock, Texas 78664 State: Austin District Engineer P.O. Drawer 15426 Austin, Texas 78761-5426 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. Article 13. Sole Agreement In the event the terms of the agreement are in conflict with the provisions of any other existing agreements between the Local Government and the State, the latest agreement shall take precedencd over the other agreements in matters related to the Project, Article 14. Successors and Assigns The State and the Local Government each binds itself, its successors, executors, assigns, and administrators to the other party to this agreement and to the successors, executors, assigns, and administrators of such other party in respect to alt covenants of this agreement. Article 16. Amendments By mutual written consent of the parties, this contract may be amended prior to its expiration. Article 16. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the state directly under the contract or indireotly through a subcontract under the contract. Acceptance of funds directly under the 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. An 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. AFA-AFA_VoITIP Page 4 of 8 Revised 02/02/2009 CSJ #2211.02-021 District # 14 -Austin Cods Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA ff 20.205 Article 17. Insurance if this agreement authorizes the Local Government er 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 1550 Certificate of insurance verifying the existence of coverage in the amounts and types specified on the Certificate of Insurance for all persons and entitles working on State right of way. This coverage shall be maintained until ail 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. Article 18. Debarment 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 [Contractor, Local Government, Engineer, or whatever] certifies that it is not currently debarred, suspended, or otherwise excluded from or ineligible for participation in Federal Assistance Programs under Executive Order 12549. The parties to this contract shall require any party to a subcontract or purchase order awarded under this contract to certify its eligibility to receive Federal funds and, when requested by the State, to furnish a copy of the certification. Article 19. Signatory Warranty The signatories to this agreement warrant that each has the authority to enter into this agreement on behalf of the party they represent,, IN WITNESS WHEREOF, THE STATE AND THE LOCAL GOVERNMENT have executed duplicate counterparts to effectuate this agreement. AFA-AFA_VoITIP Page 5 of 8 Revised 02/02(2009 CSJ 112211-02-021 District 1114 -Austin Code Chart 64 /#36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 THE STATE OF TEXAS Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By Date Robert B. Daigh, PE District Engineer THE LOCAL GOVERNMENT Name of the Local Government City of Round Rock By Date Typed or Printed Name and Title AFA-AFA VoITIP Page 6 of 8 Revised 02/02/2008 CSJ #2211.02-021 District # 14 -Austin • Code Chart 64 #36750 FM 1460: from Old Settlers to University Blvd. CFDA # 20.205 ATTACHMENT A Payment Provision The State will pay a fixed amount of $10,000,000 towards the cost of construction bid Items for the widening of FM 1460 from a 2 -lane roadway to a 4 -lane facility. The Local Government will pay the balance of the construction bid Item costs for the Project, The Local Government's estimated cost of this additional work is $9,000,000, for the construction bld Items_ The State has estimated the project to be as follows: Direct or Indirect Costs will not be charged. Local Government's Participation QQ0.90q it is further understood that the State will include only those items for the improvements as requested and required by the Local Government. This is an estimate only; final participation amounts will be based on actual charges to the project. Z,zt SlC'' ) AFA-AFAyoITIP Page 7 of 8 Revised 02/02/2009 Description Total Estimate Cost State Participation Local Participation Cost 'i i % Cost LIQ K ; i 3...i" -;,.447i S,, r i . kNi2 - ,;' rxA . S , to .t oft i:ii= %T $?:.', s� i ; s jd 1,.•• T. , t ti. :{ f � . Ry.. riy ,• ?j� 7 ' �,t . i�!4r ��ttiil!,QQ � i� •k�l��}i1, • i t ...Atm- "y ';:lit cc•,1%--...--k1..., ' , , rt�,,y..„ .t. Construction of the widening of a 2 -lane roadway to a 4 -lane facilit .,. $19,000,000 Fixed .:1 }PJS $10,000,000 • --4. $9,000,000 • ;• ''I "- bit)-£, :;, '�, y _- ilgc: 6. `,o t ..'tri o i.,',', • 'i -.r° � i1/0 •t,/0 „1.;: '•••T )b`.`7 > ••_i�:. : )Q(� n WiJj�4Qj000 Direct State Costs (including plan review, inspection and oversight) $0 0% $0 0% $0 Indirect State Costs (no local participation required except for service projects) ' $0 0% $0 0% $0 TOTAL $19,000,000 $70,000,000 $9,000,000 i Direct or Indirect Costs will not be charged. Local Government's Participation QQ0.90q it is further understood that the State will include only those items for the improvements as requested and required by the Local Government. This is an estimate only; final participation amounts will be based on actual charges to the project. Z,zt SlC'' ) AFA-AFAyoITIP Page 7 of 8 Revised 02/02/2009 CSJ #2211-02-021 District # 14 -Austin Code Chart 64 #36750 PM 1460: from Old Settlers to University Blvd, CFDA # 20.205 Work Responsibilities Environmental Requirements A. The State shall prepare the appropriate environmental documentation and secure environmental clearance for the Project. B. To the extent required to complete the Project, the State will be responsible for the mitigation and remediation of any environmental problems associated with the development of the Project. Engineering Services A. The Local Government shall prepare or cause to be prepared the engineering plans, specifications, and estimates (PS&E) necessary for the development of the Project. The PS&E shall be prepared in accordance with all applicable laws, policies and regulations, deemed necessary by the State. B. The engineering plans shall be developed in accordance with the Texas Department of Transportation Roadway Design Manual, the ourrent edition of the Standard Specifications for.Consfrcrcflon and Maintenance of Highways, Streets, and Bridges and the Texas Accessibility Standards. C. The Local Government shall submit a copy of the redlined plans provided by the State with all applicable plan submittals to indicate that QC/QA was undertaken, Q The Local Government shall submit the completed PS&E to the State for review and approval five months prior to the State's anticipated bid opening date. Construction Responsibilities A. The State shall advertise for construction bids, Issue bid proposals, receive and tabulate the bids and award and administer the contract for construction of the Project. Administration of the contract includes the responsibility for construction engineering and for issuance of any change orders, supplemental agreements, amendments, or additional work orders, which may become necessary subsequent to the award of the construction contract. g. The State will use its approved contract letting and award procedures to let and award the construction contract. C. The Local Government will retain a consultant engineer for construction phase services. Those services entail shop drawing review, preparation of any re -design, alternative design or additional design details needed during construction. The cconsuitant engineer will also be available to respond to questions relating to the plans. AFA-AFA VoITIP Page 8 of 8 Revised 02/02/2009