Contract - Texas Department of Transportation - 11/13/2014 (2) CSJ #0914-00-167 & ociapy
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
STATE OF TEXAS §
COUNTY OF TRAVIS §
NON-CONSTRUCTION
ADVANCE FUNDING AGREEMENT
FOR AN
ON SYSTEM AND OFF SYSTEM
INTELLIGENT TRANSPORTATION SYSTEMS (ITS) DEPLOYMENT PROJECT
THIS AGREEMENT is made by and between the State of Texas, acting by and through the
Texas Department of Transportation (TxDOT), called the "State", and City of Round Rock and
Williamson County, acting by and through its duly authorized officials, called collectively the
"Local Governments."
BACKGROUND
Federal law establishes federally funded programs for transportation improvements to
implement its public purposes, including the Intelligent Transportation System Deployment
Program. Federal and state laws require local governments to meet certain contract standards
relating to the management and administration of State and Federal funds. The Texas
Transportation Commission passed Minute Order Number 108577& 108995 which provides for
development of and funding for the Project identified in this agreement. The Governing Body
of the Local Governments has approved entering into this agreement by resolution or
ordinance dated NW. (3 , 2014, and Commissioners' Court meeting minutes dated
, 2014, which are attached to and made part of this agreement as Attachment A.
NOW THEREFORE, the State and the Local Governments agree as follows:
AGREEMENT
1. Period of the Agreement
This agreement becomes effective when signed by the last party whose signing makes the
agreement fully executed. This agreement shall remain in effect until the close of ordinary
business on August 30, 2015.
2. Scope of Work
The Scope of Work is the Project as detailed in Attachment B, which is attached to and
made part of this agreement.
3. Local Project Sources and Uses of Funds
A. The total estimated cost of the Project is shown in Attachment C — Project Budget
Estimate, which is attached and made part of this agreement. The State will pay for
only those Project costs that have been approved by the Texas Transportation
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CSJ# 0914-00-167 & 14-I l
p y
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
Commission. The State and the Federal Government will not reimburse the Local
Governments for any work performed before federal spending authority is formally
obligated to the Project by the Federal Highway Administration (FHWA). After federal
funds have been obligated, the State will send to the Local Governments a copy of the
formal documentation showing the obligation of funds including federal award
information. The Local Governments are responsible for one hundred percent(100%) of
the cost of any work performed under its direction or control before the federal spending
authority is formally obligated.
B. If the Local Governments will perform any work under this contract for which
reimbursement will be provided by or through the State, the Local Governments must
complete training before a federal spending authority is obligated. Training is complete
when at least one individual who is working actively and directly on the Project
successfully completes and receives a certificate for the course entitled Local
Government Project Procedures Qualification for the Texas Department of
Transportation. The Local Governments shall provide the certificate of qualification to
the State. The individual who receives the training certificate may be an employee of
the Local Governments or an employee of a firm that has been contracted by the Local
Governments to perform oversight of the Project. The State in its discretion may deny
reimbursement if the Local Governments have not designated a qualified individual to
oversee the Project.
C. The State will be responsible for securing the Federal and State share of the funding
required for the Project. If the Local is due funds for expenses incurred, these funds will
be reimbursed to the Local Governments on a cost basis.
D. The Local Governments will be responsible for all non-federal and non-state
participation costs associated with the Project, including any overruns in excess of the
approved local Project budget. If the State determines that additional funding by the
Local Governments is required at any time during the Project, the State will notify the
Local Governments in writing. The Local Governments shall make payment to the
State within thirty (30) days from receipt of the State's written notification.
E. The State will not pay interest on any funds provided by the Local Governments.
F. The Local Governments are authorized to submit requests for reimbursement by
submitting the original of an itemized invoice in a form and containing all items required
by the State no more frequently than monthly, and no later than ninety (90) days after
costs are incurred. If the Local Governments submits invoices more than ninety (90)
days after the costs are incurred, and if federal funding is reduced as a result, the State
shall have no responsibility to reimburse the Local Governments for those costs.
G. Whenever funds are paid by the Local Governments to the State under this agreement,
the Local Governments shall remit a check or warrant made payable to the "Texas
Department of Transportation Trust Fund." The check or warrant shall be deposited by
the State in an escrow account to be managed by the State. These funds may only be
applied to the Project. Upon completion of the Project, the State will perform an audit of
the Project costs. Any funds due by the Local Governments, the State, or the Federal
Government will be promptly paid by the owing party. After final Project accounting, if
excess funds remain in the escrow account, those funds may be applied by the State to
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CSJ #0914-00-167 & 0 14-01p y
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
the Local Government's contractual obligations to the State under another advance
funding agreement with approval by appropriate personnel of the Local Governments.
H. If the Project has been approved for a fixed price or incremental payments under 43
TAC §15.52, Attachment C will clearly state the amount of the fixed price or the
incremental payment schedule. If the Local Governments are an Economically
Disadvantaged County and if the State has approved adjustments to the standard
financing arrangement, Attachment C will reflect those adjustments.
I. The state auditor may conduct an audit or investigation of any entity receiving funds
from the State directly under this agreement or indirectly through a subcontract under
this agreement. Acceptance of funds directly under this agreement or indirectly through
a subcontract under this agreement acts as acceptance of the authority of the state
auditor, under the direction of the legislative audit committee, to conduct an audit or
investigation in connection with those funds. An entity that is the subject of an audit or
investigation must provide the state auditor with access to any information the state
auditor considers relevant to the investigation or audit.
J. Payment under this contract beyond the end of the current fiscal biennium is subject to
availability of appropriated funds. If funds are not appropriated, this contract shall be
terminated immediately with no liability to either party.
4. Termination
This agreement may be terminated:
A. By mutual consent of the parties;
B. By one party because of a material breach by the other party, in which case the
breaching party shall pay any costs incurred because of the breach;
C. By the State if the Local Governments elect not to provide its share of funding, in which
case the Local Governments shall pay for the State's reasonable actual costs during the
Project; or
D. If the project is inactive for thirty-six (36) months or longer and no expenditures have
been charged against federal funds.
5. Amendments
Amendments to this agreement shall be in writing and shall be executed by both parties.
6. Remedies
This agreement shall not be considered as specifying the exclusive remedy for any default.
All legal remedies may be pursued by either party and shall be cumulative.
7. Notices
All notices to either party shall be delivered personally or sent by certified or U.S. mail,
postage prepaid, addressed to that party at the following address:
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CSJ #0914-00-167 & 14
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA# 20.205
Not Research and Development
Local Government: State:
City of Round Rock Williamson County Director of Contract Services
Mayor do County Judge Texas Department of Transportation
221 East Main Street 710 Main St., Suite 101 125 E. 11th Street
Round Rock, TX 78664 Georgetown, TX 78626 Austin, Texas 78701
All notices shall be deemed given on the date delivered in person or deposited in the mail,
unless otherwise provided by this agreement. Either party may change the above address
by sending written notice of the change to the other party. Either party may request in
writing that notices shall be delivered personally or by certified U.S. mail, and that request
shall be carried out by the other party.
8. Legal Construction
If any provision in this agreement is for any reason held to be invalid, illegal, or
unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect
any other provision of this agreement. In that case, this agreement shall be construed as if
the invalid, illegal, or unenforceable provision had never been contained in it.
9. Responsibilities of the Parties
Each party acknowledges that it is not an agent, servant, or employee of the other party.
Each party is responsible for its own acts and deeds and for those of its agents, servants,
or employees.
10. Ownership of Documents
Upon completion or termination of this agreement, all documents prepared by the State
shall remain the property of the State. All data prepared under this agreement shall be
made available to the State without restriction or limitation on further use. All documents
produced or approved or otherwise created by the Local Governments shall be transmitted
to the State in the form of photocopy reproduction on a monthly basis as required by the
State. The originals shall remain the property of the Local Governments.
11. Compliance with Laws
The parties shall comply with all federal, state, and local laws, statutes, ordinances, rules,
and regulations and with the orders and decrees of any courts or administrative bodies or
tribunals in any manner affecting the performance of this agreement. After receiving a
written request from the State, the Local Governments shall furnish the State with
satisfactory proof of its compliance with this Article.
12. Sole Agreement
This agreement supersedes any prior understandings or written or oral agreements
respecting the subject matter of this agreement.
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CSJ #0914-00-167 & 0 1 I %
p y
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
13. Cost Principles
In order to be reimbursed with federal funds, the parties shall comply with the Cost
Principles established in OMB Circular A-87 that specify that all reimbursed costs are
allowable, reasonable, and allocable to the Project.
14. Procurement and Property Management Standards
The parties shall comply with the procurement standards established in 49 CFR §18.36 the
property management standard established in 49 CFR §18.32.
15. Inspection of Books and Records
The parties shall maintain all books, documents, papers, accounting records, and other
documentation relating to costs incurred under this agreement and shall make those
materials available to the State and the Local Governments. If the agreement involves
federal funds, the same materials shall be made available to the FHWA, the U.S. Office of
the Inspector General, and their authorized representatives for review and inspection.
Records shall be maintained for four (4) years from the termination of this agreement or
until any related litigation or claims are resolved, whichever is later. Additionally, the State,
the Local Governments, the FHWA, and their duly authorized representatives shall have
access to all the governmental records that are directly applicable to this agreement for the
purpose of making audits, examinations, excerpts, and transcriptions.
16. Civil Rights Compliance
The Local Governments shall comply with the regulations of the U.S. Department of
Transportation (DOT) as they relate to non-discrimination, 49 CFR Part 21 and
23 Part 200, and with Executive Order 11246, as amended by Executive Order 11375 and
supplemented in the Department of Labor Regulations (41 CFR Part 60).
17. Disadvantaged Business Enterprise (DBE) Program Requirements
A. The parties shall comply with the Disadvantaged Business Enterprise Program
requirements established in 49 CFR Part 26.
B. The Local Governments shall adopt, in its totality, the State's federally approved DBE
program.
C. The Local Governments shall set an appropriate DBE goal consistent with the State's
DBE guidelines and in consideration of the local market, project size, and nature of the
goods or services to be acquired. The Local Governments shall have final decision-
making authority regarding the DBE goal and shall be responsible for documenting its
actions.
D. The Local Governments shall follow all other parts of the State's DBE program
referenced in TxDOT Form 2395, Memorandum of Understanding Regarding the
Adoption of the Texas Department of Transportation's Federally-Approved
Disadvantaged Business Enterprise by Entity, and attachments found at web address
http://ftp.dot.state.tx.us/pub/txdot-info/bop/dbe/mou/mou attachments.pdf.
E. The Local Governments shall not discriminate on the basis of race, color, national
origin, or sex in the award and performance of any U.S. Department of Transportation
(DOT)-assisted contract or in the administration of its DBE program or the requirements
of 49 CFR Part 26. The Local Governments shall take all necessary and reasonable
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CSJ# 0914-00-167 & tip
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA# 20.205
Not Research and Development
steps under 49 CFR Part 26 to ensure non-discrimination in award and administration of
DOT-assisted contracts. The State's DBE program, as required by 49 CFR Part 26 and
as approved by DOT, is incorporated by reference in this agreement. Implementation of
this program is a legal obligation and failure to carry out its terms shall be treated as a
violation of this agreement. Upon notification to the Local Governments of its failure to
carry out its approved program, the State may impose sanctions as provided for under
49 CFR Part 26 and may, in appropriate cases, refer the matter for enforcement under
18 U.S.C. 1001 and the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et
seq.).
F. Each contract the Local Governments signs with a contractor (and each subcontract the
prime contractor signs with a sub-contractor) must include the following assurance: The
contractor, sub-recipient, or sub-contractor shall not discriminate on the basis of race,
color, national origin, or sex in the performance of this contract. The contractor shall
carry out applicable requirements of 49 CFR Part 26 in the award and administration of
DOT-assisted contracts. Failure by the contractor to carry out these requirements is a
material breach of this agreement, which may result in the termination of this agreement
or such other remedy as the recipient deems appropriate.
18. Debarment Certifications
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 Local Governments certifies that it and its principals are not
currently debarred, suspended, or otherwise excluded from or ineligible for participation in
Federal Assistance Programs under Executive Order 12549, and further certifies that it will
not do business with any party, to include principals, that is currently debarred, suspended,
or otherwise excluded from or ineligible for participation in Federal Assistance Programs
under Executive Order 12549. The parties to this contract shall require any party to a
subcontract or purchase order awarded under this contract to certify its eligibility to receive
federal funds and, when requested by the State, to furnish a copy of the certification.
19. Lobbying Certification
In executing this agreement, each signatory certifies to the best of that signatory's
knowledge and belief, that:
A. No federal appropriated funds have been paid or will be paid by or on behalf of the
parties to any person for influencing or attempting to influence an officer or employee of
any federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any federal
contract, the making of any federal grant, the making of any federal loan, the entering
into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or cooperative
agreement.
B. If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member
of Congress in connection with federal contracts, grants, loans, or cooperative
AFA-AFA_Non-Construction Page 6 of 8 Revised 07/28/2014
• CSJ # 0914-00-167 & 0 14 '
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
agreements, the signatory for the Local Governments shall complete and submit the
Federal Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with
its instructions.
C. The parties shall require that the language of this certification shall be included in the
award documents for all sub-awards at all tiers (including subcontracts, subgrants, and
contracts under grants, loans, and cooperative agreements) and all sub-recipients shall
certify and disclose accordingly. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by Title 31 U.S.C. §1352. Any person
who fails to file the required certification shall be subject to a civil penalty of not less
than $10,000 and not more than $100,000 for each such failure.
20. Federal Funding Accountability and Transparency Act Requirements
A. Any recipient of funds under this agreement agrees to comply with the Federal Funding
Accountability and Transparency Act (FFATA) and implementing regulations at 2 CFR
Part 170, including Appendix A. This agreement is subject to the following award
terms: http://wvvw.gpo.gov/fdsys/pkg/FR-2010-09-14/pdf/2010-22705.pdf and
http://www.ppo.pov/fdsys/pkp/FR-2010-09-14/pdf/2010-22706.pdf.
B. The Local Governments agree that it shall:
1. Obtain and provide to the State a System for Award Management (SAM) number
(Federal Acquisition Regulation, Part 4, Sub-part 4.11) if this award provides more
than $25,000 in Federal funding. The SAM number may be obtained by visiting the
SAM website whose address is: https://www.sam.gov/portal/public/SAM/
2. Obtain and provide to the State a Data Universal Numbering System (DUNS)
number, a unique nine-character number that allows the federal government to track
the distribution of federal money. The DUNS number may be requested free of
charge for all businesses and entities required to do so by visiting the Dun &
Bradstreet on-line registration website http://fedgov.dnb.com/webform; and
3. Report the total compensation and names of its top five (5) executives to the State
if:
i. More than 80% of annual gross revenues are from the Federal government, and
those revenues are greater than $25,000,000; and
ii. The compensation information is not already available through reporting to the
U.S. Securities and Exchange Commission.
21. Single Audit Report
A. The parties shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-
502, ensuring that the single audit report includes the coverage stipulated in OMB
Circular A-133.
B. If threshold expenditures are met during the Local Government's fiscal year, the Local
Government must submit a Single Audit Report and Management Letter (if applicable)
to TxDOT's Audit Office, 125 East 11th Street, Austin, TX 78701 or contact TxDOT's
Audit Office at http://www.txdot.gov/inside-txdot/office/audit/contact.html. The
expenditure threshold for fiscal years beginning prior to December 31, 2014 is
$500,000; the expenditure threshold for fiscal years beginning on or after December 31,
2014 is $750,000.
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CSJ #0914-00-167 & ()Clip
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
C. If expenditures are less than the threshold during the Local Government's fiscal year,
the Local Governments must submit a statement to TxDOT's Audit Office as follows:
"We did not meet the $ expenditure threshold and therefore, are not required to
have a single audit performed for FY ."
D. For each year the project remains open for federal funding expenditures, the Local
Governments will be responsible for filing a report or statement as described above.
The required annual filing shall extend throughout the life of the agreement, unless
otherwise amended or the project has been formally closed out and no charges have
been incurred within the current fiscal year.
22. Signatory Warranty
Each signatory warrants that the signatory has necessary authority to execute this
agreement on behalf of the entity represented.
THIS AGREEMENT IS EXECUTED by the State and the Local Governments in triplicate.7TH CAL GOVERNMENTS
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Date Date
THE STATE OF TEXAS
Kenneth Stewart
Director of Contract Services
Texas Department of Transportation
Date
AFA-AFA_Non-Construction Page 8 of 8 Revised 07/28/2014
CSJ #0914-00-167 & 0914C-10 p y
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
ATTACHMENT A
RESOLUTION OR ORDINANCE
•
AFA-AFA_Non-Construction Page 1 of 1 Attachment A
CSJ#0914-00-167 & 0914 0-1 2 p y
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
ATTACHMENT B
SCOPE OF WORK
Williamson County shall furnish, install, implement, integrate, and maintain Computer Aided Dispatch
(CAD) software with the State's Center to Center (C2C) communication capability based on National
Transportation Communications For ITS Protocol (NTCIP).
Williamson County shall integrate the respective CAD systems for both Local Governments with
State's Center-to-Center infrastructure in order to electronically share roadway incident information.
Integration of these systems will provide information to Local Government dispatch center operators
resulting in more timely and more accurate responses.
Williamson County shall provide all CAD software training for both the City of Round Rock and the
State throughout the life of the project.
The City of Round Rock will furnish and integrate communications equipment (optical cable, network
terminating equipment) needed to support the exchange of information between CAD systems. The
communications and hardware equipment for the City of Round Rock will be installed at their
Computer Aided Dispatch Center, located (off system) at 2701 N. Mays Street, Round Rock, TX. The
communications and hardware equipment for Williamson County will be installed at their new facility
located (off system) at 911 Tracy Chambers Lane, Georgetown, TX. The communications and
hardware equipment to connect to TxDOT IH35 duct bank system will be (on system) at IH35, south
of SH45.
The Local Governments, with the assistance of TxDOT, will work together to provide a summary
report within 90 days of software and equipment implementation in order to evaluate the benefits of
the project.
AFA-AFA_Non-Construction Page 1 of 1 Attachment B
CSJ #0914-00-167 & 0914-en p y
District# 14
Code Chart 64#02100
Project: ITS Deployment Project
Federal Highway Administration
CFDA#20.205
Not Research and Development
ATTACHMENT C
PROJECT BUDGET ESTIMATE
Costs will be allocated based on 50% Federal funding and 50% State participation. The Local
Governments will then be responsible for 100% of the costs.
Total Federal State City of Williamson
Description Estimated Participation Participation Round Rock County
Cost % Cost % Cost % Cost % Cost
FY01 CAD Software Integration $386,808 50% $193,404 50% $193,404 0% $0 0% $0
Williamson County
Work Performed by State $5,000 50% $2,500 50% $2,500 0% $0 0% $0
(Standard Plan)
Work Performed by $5,000 50% $2,500 50% $2,500 0% $0 0% $0
Williamson County -Summary
Subtotal:Williamson County $396,808 50% $198,404 50% $198,404 0% $0 0% $0
FY03 Communication Integration City $826,942 50% $413,471 50% $413,471 0% $0 0% $0
of Round Rock
Work performed by $5,000 50% $2,500 50% $2,500 0% $0 0% $0
City of Round Rock-Summary
Subtotal: City of Round Rock $831,942 50% $415,971 50% $415,971 0% $0 0% $0
Direct State Costs 3% $36,863 0% $0 100% $36,863 0% $0 0% $0
Indirect State Costs 7.27% $89,330 0% $0 100% $89,330 0% $0 0% $0
TOTAL $1,354,943 45% $614,375 55% $740,568 0% $0 0% $0
Local Government's Participation=$0
This is an estimate. The final amount of Local Government participation will be based on actual
costs.
AFA-AFA_Non-Construction Page 1 of 1 Attachment C