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HomeMy WebLinkAboutCC 2021-10-11 Agendas k4Ft, D HILLS CITY OF NORTH RICHLAND HILLS CITY COUNCIL AGENDA 4301 CITY POINT DRIVE NORTH RICHLAND HILLS, TX 76180 MONDAY, OCTOBER 11, 2021 REGULAR MEETING: 7:00 p.m. Held in the City Hall Council Chambers A. CALL TO ORDER A.1 INVOCATION - COUNCIL MEMBER DUEPREE A.2 PLEDGE - COUNCIL MEMBER DEUPREE A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) A.4 CITIZENS PRESENTATION An opportunity for citizens to address the City Council on matters which are not scheduled for consideration by the City Council or another City Board or Commission at a later date. In order to address the City Council during citizens presentation, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.5 PUBLIC COMMENTS An opportunity for citizens to address the City Council on matters which are scheduled on this agenda for consideration by the City Council, but not scheduled as a public hearing. In order to address the City Council during public comments, a Public Meeting Appearance Card must be completed and presented to the City Secretary prior to the start of the City Council meeting. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS Monday, October 11, 2021 City Council Agenda Page 1 of 3 B.1 Approve minutes of the September 27, 2021 regular City Council meeting. B.2 Appoint a voting member and an alternate member to the Fort Worth Wholesale Customer Advisory Committee for the period of October 1, 2021 - September 30, 2022. C. PUBLIC HEARINGS D. PLANNING AND DEVELOPMENT E. PUBLIC WORKS F. GENERAL ITEMS F.1 Consider Reimbursement Resolution 2021-031 in an amount not to exceed $16,365,000. F.2 Consider a professional services agreement for engineering design services with Freese & Nichols, Inc. in an amount not to exceed $104,011.00 for design of the Tyson 12" and 10" Sanitary Sewer By-Pass Project (UT2207). F.3 Authorize the City Manager to execute an interlocal cooperative agreement with the North Central Texas Council of Governments and ratify and approve an advance funding agreement with Texas Department of Transportation for the acquisition and banking of land to facilitate transit oriented development at the TEXRail Smithfield Station. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA H. INFORMATION AND REPORTS - COUNCIL MEMBER FARAM H.1 Announcements I. ADJOURNMENT Certification Monday, October 11, 2021 City Council Agenda Page 2 of 3 I do hereby certify that the above notice of meeting of the North Richland Hills City Council was posted at City Hall, City of North Richland Hills, Texas in compliance with Chapter 551, Texas Government Code on Friday, October 8, 2021 by 3:00 PM. Traci Henderson Assistant City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary's office at 817-427-6060 for further information. Monday, October 11, 2021 City Council Agenda Page 3 of 3 "I r*4W NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: October 11, 2021 SUBJECT: Approve minutes of the regular September 27, 2021 City Council meeting. PRESENTER: Alicia Richardson, City Secretary SUMMARY: The minutes are listed on the consent agenda and approved by majority vote of Council at the City Council meetings. GENERAL DESCRIPTION: The City Secretary's Office prepares action minutes for each City Council meeting. The minutes for the previous meeting are placed on the consent agenda for review and approval by the City Council, which contributes to a time efficient meeting. Upon approval of the minutes, an electronic copy will be uploaded to the City's website. RECOMMENDATION: Approve minutes of the regular September 27, 2021 City Council meeting. MINUTES OF THE WORK SESSION AND REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS HELD IN THE CITY HALL 4301 CITY POINT DRIVE SEPTEMBER 27, 2021 WORK SESSION The City Council of the City of North Richland Hills, Texas met in work session on the 27th day of September at 5.30 p.m. in the City Council Workroom prior to the 7.00 p.m. regular City Council meeting. Present: Oscar Trevino Mayor Tito Rodriguez Place 1 Rita Wright Oujesky Associate Mayor Pro Tem, Place 2 Suzy Compton Deputy Mayor Pro Tem, Place 3 Mason Orr Mayor Pro Tem, Place 4 (arrived 5.35 p.m.) Patrick Faram Place 5 Scott Turnage Place 6 Kelvin Deupree Place 7 Staff Members: Mark Hindman City Manager Paulette Hartman Deputy City Manager Karen Manila Assistant City Manager Jimmy Perdue Director of Public Safety Alicia Richardson City Secretary Maleshia B. McGinnis City Attorney CALL TO ORDER Mayor Trevino called the meeting to order at 5.31 p.m. 1 DISCUSS ITEMS FROM REGULAR CITY COUNCIL MEETING. City Council had no questions for staff. 2 DISCUSS THE REQUEST FOR PROPOSALS FOR AWARDING THE IRON HORSE GOLF COURSE MANAGEMENT CONTRACT. Deputy City Manager Paulette Hartman presented the Iron Horse Golf Course request for proposal summary to City Council. Ms. Hartman shared that the current contract with Arcis Golf, formerly Eagle Golf expires March 31, 2022. Ms. Hartman reviewed the key points within the request for proposal to include the scope September 27, 2021 City Council Meeting Minutes Page 1 of 8 of the project, community and project background and general description of Iron Horse Golf Course. Ms. Hartman continued with the city objectives of golf operation with an emphasis on exception customer service; financial stability; operate and manage in a competitively price, customer focused manner; golf course maintenance to preserve and nurture the city's investment in grounds and facilities; quality food and beverage service, active promotion and marketing to increase Iron Horse's market share; financial reporting and a minimum three year contract. Ms. Hartman reviewed evaluation criteria and request for proposal timeline; noting a contract recommendation by staff to City Council for consideration by January 24, 2022. City Council and staff discussed diversity of bids and include diversity questions in the request for proposal; those submitted proposals not to contact the City Council and to work with staff; customer service and training; surveys and results and thoughts on presence of a city marshal. EXECUTIVE SESSION 1. SECTION 551.074: PERSONNEL MATTERS TO DELIBERATE THE EMPLOYMENT, EVALUATION, AND DUTIES OF PUBLIC EMPLOYEES - (1) MUNICIPAL COURT ADMINISTRATOR, (2) CITY ATTORNEY AND (3) CITY MANAGER. Mayor Trevino announced at 5.48 p.m. that the City Council would adjourn into Executive Session as authorized by Chapter 551, Texas Government Code,Section 551.074: Personnel matters to deliberate the employment, evaluation, and duties of public employees - (1) Municipal Court Administrator, (2) City Attorney and (3) City Manager. Executive Session began at 5.50 p.m. and recessed at 6:57p.m. Mayor Trevino announced at 6.57 p.m. that City Council would convene to the regular City Council meeting. REGULAR MEETING A. CALL TO ORDER Mayor Trevino called the meeting to order September 27, 2021 at 7.02 p.m. Present: Oscar Trevino Mayor Tito Rodriguez Place 1 Rita Wright Oujesky Associate Mayor Pro Tem, Place 2 Suzy Compton Deputy Mayor Pro Tem, Place 3 Mason Orr Mayor Pro Tem, Place 4 September 27, 2021 City Council Meeting Minutes Page 2 of 8 Patrick Faram Place 5 Scott Turnage Place 6 Kelvin Deupree Place 7 Staff Members: Mark Hindman City Manager Alicia Richardson City Secretary Maleshia B. McGinnis City Attorney A.1 INVOCATION Council member Faram gave the invocation. A.2 PLEDGE Mayor Trevino called on members of Troop 144G to led the Pledge of Allegiance to the United States and Texas flags. A.3 SPECIAL PRESENTATION(S) AND RECOGNITION(S) There were no items for this category. A.4 CITIZENS PRESENTATION Mr. Kelly White, 6648 Starnes Road, discussed the traffic at the intersection of Rufe Snow and Starnes Road. He requested an increased police presence at the intersection to deter accidents. A.5 PUBLIC COMMENTS There were no requests to speak from the public. A.6 REMOVAL OF ITEM(S) FROM CONSENT AGENDA No items were removed from the consent agenda. B. CONSIDER APPROVAL OF CONSENT AGENDA ITEMS APPROVED A MOTION WAS MADE BY COUNCIL MEMBER RODRIGUEZ, SECONDED BY COUNCIL MEMBER TURNAGE TO APPROVE THE CONSENT AGENDA. MOTION TO APPROVE CARRIED 7-0. September 27, 2021 City Council Meeting Minutes Page 3 of 8 B.1 APPROVE MINUTES OF THE SEPTEMBER 13, 2021 REGULAR CITY COUNCIL MEETING. C. PUBLIC HEARINGS CA ZC21-0002, ORDINANCE NO. 3712, PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM CINDY AND LAMAR SLAY FOR A ZONING CHANGE FROM AG (AGRICULTURAL) TO R-2 (SINGLE-FAMILY RESIDENTIAL) AT 8463 SHADY GROVE ROAD, BEING 1.02 ACRES DESCRIBED AS TRACT 13A, THOMAS PECK SURVEY, ABSTRACT 1209. APPROVED Mayor Trevino opened the public hearing and called on Director of Planning Clayton Comstock to introduce the item. Mr. Comstock informed City Council the applicant is requesting a zoning change for 1.02 acres located at 8463 Shady Grove Road. The area is designated on the Comprehensive Land Use Plan as low density and the current zoning is AG agricultural. Mr. Comstock provided site photos of the property. Applicant Lamar Slay, 8463 Shady Grove Road, informed City Council he is adding a bedroom for his mother-in-law. Mr. Comstock presented staffs report. The applicant is requesting to construct a 878 square foot addition on the north side of the existing residence. The Planning and Zoning Commission, at their September 16, 2021 meeting, recommended approval with a vote of 6-0. Mr. Comstock informed City Council the property is currently AG agricultural and required to be zoned SF single-family residential for the new addition. Mr. Comstock shared that a plat for the property will be placed on a future City Council meeting, tentatively scheduled for November 8, 2021. Mayor Trevino asked the City Secretary to call on those who completed a public meeting appearance form to speak during the public hearing. There being no forms submitted, Mayor Trevino asked if there was anyone in the audience wishing to speak on the item to come forward. There being no one wishing to speak, Mayor Trevino closed the public hearing. A MOTION WAS MADE BY MAYOR PRO TEM ORR, SECONDED BY ASSOCIATE MAYOR PRO TEM WRIGHT OUJESKY TO APPROVE ORDINANCE NO. 3712. MOTION TO APPROVE CARRIED 7-0. September 27, 2021 City Council Meeting Minutes Page 4 of 8 C.2 ZC21-0003, ORDINANCE NO. 3713, PUBLIC HEARING AND CONSIDERATION OF A REQUEST FROM EDWARD KHALIL FOR A ZONING CHANGE FROM AG (AGRICULTURAL) TO R-1 (SINGLE-FAMILY RESIDENTIAL) AT 8312 SHADY GROVE ROAD, BEING 2.0 ACRES DESCRIBED AS LOT 3, THOMAS PECK SUBDIVISION. APPROVED Mayor Trevino opened the public hearing and called on Director of Planning Clayton Comstock to introduce the item. Mr. Comstock informed City Council the applicant is requesting a zoning change on 2.0 acres located at 8312 Shady Grove Road. The area is designated on the Comprehensive Land Use Plan as low density residential and the current zoning is AG agricultural. Mr. Comstock provided site photos of the property. Applicant Edward Khalil, 5518 Spring Branch Drive, Keller,Texas informed City Council that he purchased the property two weeks ago and is requesting zoning to build a house. Mr. Comstock presented staff's report. The applicant is requesting a zoning change to R-1 (Single-Family Residential) with the intent to construct a new residence on the property. The 87,120-square foot lot has 103 feet of frontage on Shady Grove Road and is approximately 840 feet deep. While the property is a platted lot, the owner would be responsible for installing any water and sanitary sewer taps and associated impact fees. The northern portion of the lot is also encumbered by floodplain (1% annual chance of flooding). Mr. Comstock advised that this lot will only be one lot. The Planning and Zoning Commission, at their September 16, 2021 meeting, recommended approval with a vote of 6-0. Mayor Trevino asked the City Secretary to call on those who completed a public meeting appearance form to speak during the public hearing. There being no forms submitted, Mayor Trevino asked if there was anyone in the audience wishing to speak on the item to come forward. There being no one wishing to speak, Mayor Trevino closed the public hearing. A MOTION WAS MADE BY ASSOCIATE MAYOR PRO TEM WRIGHT OUJESKY, SECONDED BY COUNCIL MEMBER FARAM TO APPROVE ZC 21-0003, ORDINANCE NO. 3713. MOTION TO APPROVE CARRIED 7-0. D. PLANNING AND DEVELOPMENT September 27, 2021 City Council Meeting Minutes Page 5 of 8 There were no items for this category. E. PUBLIC WORKS There were no items for this category. F. GENERAL ITEMS FA APPROVE RESOLUTION NO. 2021-030, NOMINATING ONE OR MORE INDIVIDUALS AS A CANDIDATE FOR THE TARRANT APPRAISAL DISTRICT BOARD OF DIRECTORS. APPROVED City Manager Mark Hindman informed City Council the Tarrant Appraisal District Board of Directors terms expire December 31, 2021. The City Council may nominate one or more individuals as a candidate for consideration by taxing entities in Tarrant County. The votes for each member is pro-rated on size of municipalities and the City of North Richland Hills has been allocated 35 of the 5,005 total votes. Staff is seeking direction from City Council with regard to nominating an individual(s). Mayor Trevino advised that he would like to see the City nominate Kathryn Wilemon. He realizes that she is an existing Board of Director, but would like the allocated votes to go toward Ms. Wilemon. A MOTION WAS MADE BY COUNCIL MEMBER TURNAGE, SECONDED BY COUNCIL MEMBER RODRIGUEZ TO APPROVE RESOLUTION NO. 2021-030, NOMINATING KATHERINE WILEMON. MOTION TO APPROVE CARRIED 7-0. G. EXECUTIVE SESSION ITEMS - CITY COUNCIL MAY TAKE ACTION ON ANY ITEM DISCUSSED IN EXECUTIVE SESSION LISTED ON WORK SESSION AGENDA APPROVED Mayor Trevino announced that City Council recessed Executive Session earlier and would reconvene into Executive Session after taking action on the Municipal Court Administrator's contract. September 27, 2021 City Council Meeting Minutes Page 6 of 8 A MOTION WAS MADE BY DEPUTY MAYOR PRO TEM COMPTON, SECONDED BY MAYOR PRO TEM ORR TO APPROVE THE STH AMENDMENT TO THE EMPLOYMENT CONTRACT WITH MUNICIPAL COURT CLERK REBECCA VINSON AS DISCUSSED IN EXECUTIVE SESSION. MOTION TO APPROVE CARRIED 7-0. H. INFORMATION AND REPORTS HA ANNOUNCEMENTS Council member Compton made the following announcements. The annual National Night Out will take place this year on Tuesday, October 5. Neighborhoods that would like to participate are encouraged to register, so we can plan to have city, police, and fire personnel attend your event. The registration form is available online at www.nrhtx.com/NNO. The annual Fall Community Cleanup will be held on Saturday, October 9. Residents can drop off unwanted bulky items and paper shredding will also be available. The event will take place in the parking lot of The Hills Church from 9.00 a.m. until noon. For more details, please visit the city's website or call the Neighborhood Services Department. Kudos Korner - Krista Henry at the NRH Centre - A parent emailed her appreciation for Krista's help in working through some scheduling challenges so that her child could continue swim lessons for the fall session. She was very complimentary of Krista and the swim program stating: "I don't think you guys hear it enough but thank you for all you do. You guys do an amazing job and always are so sweet to work with. We have loved all the swim teachers we have had and have been super impressed with what you guys have created! Thank you for letting us be a part of it!" Mayor Trevino announced at 7.28 p.m. that City Council would recess the meeting and reconvene into Executive Session as authorized by Local Government Code 551.074: Personnel matters to deliberate the employment, evaluation, and duties of public employees - City Manager. Mayor Trevino reconvened the meeting at 7.54 p.m. with the same members present. Mayor Trevino announced there is no action necessary as the result of Executive Session. I. ADJOURNMENT Mayor Trevino adjourned the meeting at 7.54 p.m. September 27, 2021 City Council Meeting Minutes Page 7 of 8 Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary/Chief Governance Officer September 27, 2021 City Council Meeting Minutes Page 8 of 8 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: October 11, 2021 SUBJECT: Appoint voting member and alternate member to the Fort Worth Wholesale Customer Advisory Committee for Water and Wastewater for the period of October 1, 2021 —September 30, 2022. PRESENTER: Karen Manila, Assistant City Manager SUMMARY: City Council is being asked to appoint a voting member and an alternate member to the Fort Worth Wholesale Customer Advisory Committee for Water and Wastewater. The appointment is for a one-year term. GENERAL DESCRIPTION: The City of North Richland Hills, along with a number of other Tarrant County cities, is a wholesale customer of City of Fort Worth. As a customer we purchase treated water from Fort Worth and pay them to treat our wastewater. The agreement between the customer cities and City of Fort Worth outlines the Wholesale Customer Advisory Committee (WCAC). The agreement specifies that the customer cities' governing body shall appoint a representative to be a voting member and a representative to be an alternate of the WCAC. The purpose of the WCAC is to consult with and advise Fort Worth, through the Water Director, on matters pertaining to conservation, wholesale planning, improvement, grants, wholesale rate studies, administration, and budgets. The WCAC has also established by-laws governing the election of officers. City Council is being asked to make an appointment for the voting member and the alternate member to serve on the WCAC for both water and wastewater for the period from October 1, 2021 — September 30, 2022. The current members appointed by City Council are Mike Curtis, retired Managing Director, as the voting member and Karen Manila, Assistant City Manager, as the alternate member. Staff is recommending the following appointments to the Fort Worth Wholesale Customer Advisory for water and wastewater for the period from October 1, 2021 — September 30, 2022: Voting Member: Caroline Waggoner, Public Works Director Alternate: Karen Manila, Assistant City Manager Attached is the form that will be completed once the appointments are made. IrLp NOKTH KICHLAN HILLS RECOMMENDATION: Appoint a voting member and an alternate member to the Fort Worth Wholesale Customer Advisory Committee for Water and Wastewater for the period October 1, 2021- September 30, 2022. FoRTWORTH, APPOINTMENT FORM Wholesale Water and Wastewater Customer Advisory Committee DATE: WHOLESALE CUSTOMER: Check all that apply: ❑ Water ❑ Wastewater The following individuals are officially appointed by the CUSTOMER's GOVERNING BODY,under the terms of the Wholesale Contract for Services as the VOTING MEMBER and ALTERNATE for the Water and/or Wastewater System Advisory Committee. The term is for the Fiscal Year beginning October 1, 2021 through September 30, 2022. Voting Member: Alternate Member Name Name Title Title Office Phone Office Phone Cell Phone Cell Phone Email Address Email Address Mailing Address: Mailing Address: Official Seal Signature of Mayor/Board President Please complete and return as soon as possible, but no later than September 30, 2021 to: .Wa.ter.WIiolesa e.(.yjor„tNvo thtex s..:.�cv or City of Fort Worth Water Department Billing Section/Wholesale P. O. Box 870 Fort Worth, Texas 76101 cfs01\water\Groups\Wholesale\Wholesale Customer Advisory Committee\Water APPT Sheets IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: October 11, 2021 SUBJECT: Consider Reimbursement Resolution No. 2021-031 in an amount not to exceed $16,365,000. PRESENTER: Mark C. Mills, Director of Finance SUMMARY: In preparation for work to begin on projects included in the Fiscal Year 2021/2022 Capital Projects Budget, funded through the issuance of General Obligation Bonds ("GO's") or Certificates of Obligation ("CO's"), staff requests that City Council consider the passage of a reimbursement resolution. GENERAL DESCRIPTION: After the adoption of the fiscal year 2021/2022 ("FY22") Capital Projects Budget, staff requests that Council consider the adoption of a reimbursement resolution. This resolution will allow the City to begin work by providing a mechanism through which project expenditures incurred can be reimbursed through the future issuance of bonds. The reimbursement resolution itself does not authorize the issuance of debt; it only stipulates that any expenses made before the debt issuance is complete may be reimbursed with the issuance proceeds. Any interim funding required will be appropriated from existing reserves and will be repaid upon receipt of the bond proceeds. The process of issuing the associated bonds will occur later this fiscal year. The Capital Projects Budget includes funding for twelve (12) streets included in the November 2020 Bond Program, which was overwhelmingly approved by roughly 79% voting in favor. The projects will be funded using GO's totaling $12,405,000. In addition, the FY22 adopted Capital Projects Budget includes the replacement of an ambulance and two utility projects funded through the issuance of CO's. A Reimbursement Resolution authorizes the City to reimburse expenditures with the proceeds of future debt. The Council typically passes at least one reimbursement resolution each year in anticipation of a planned sale of GO's or CO's. The last such resolution was passed January 11, 2021. IrLp NOKTH KICHLAN HILLS The reimbursement resolution prepared for Council approval includes the projects contained in the following table: E 1 . 0 NERNEEN rm a Em GO 2020 BE Streets Crystal Lane $493,200 GO 2020 BE Streets Daniel Drive $497,400 GO 2020 BE Streets Dawn Drive $1,222,800 GO 2020 BE Streets Harmonson Road $2,326,000 GO 2020 BE Streets Kirk Lane $418,800 GO 2020 BE Streets Lariat Trail $2,362,800 GO 2020 BE Streets Main Street $1,397,000 GO 2020 BE Streets Post Oak Drive $590,400 GO 2020 BE Streets Sierra Drive $658,800 GO 2020 BE Streets South Crest Drive $373,800 GO 2020 BE Streets Windhaven Road $1,366,800 GO 2020 BE Streets Wood View Drive $697,200 CO n/a Fleet Ambulance Replacement(Unit 980) $385,000 CO n/a Utility Big Fossil Interceptor Rehabilitation Project $2,510,000 CO n/a Utility Tyson 12"and 10"Sanitary Sewer By-Pass Line $910,000 o 000 Estimated Issuance Cost $155,000 MENEENEEMEM o00 RECOMMENDATION: Approve Reimbursement Resolution No. 2021-031 in an amount not to exceed $16,365,000. RESOLUTION NO. 2021-031 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, AUTHORIZING REIMBURSEMENT OF CAPITAL EXPENDITURES WITH RESPECT TO PROCEEDS OF DEBT HEREAFTER TO BE INCURRED. WHEREAS, the City of North Richland Hills, Texas (the "Issuer") intends to issue debt, in one or more series, for (i) constructing, renovating, equipping, and improving various City streets, including drainage, landscaping, curbs, gutters, sidewalks, entryways, signage, lighting and traffic signalization incidental thereto and the acquisition of land and rights-of-way therefor, (ii) acquiring fleet vehicles and equipment for various City departments, including fire/emergency medical services, (iii) constructing, acquiring, purchasing, renovating, enlarging, equipping, and improving the City's water and sewer system facilities, including the acquisition of land and rights-of-way therefor, and (iv) professional services rendered in relation to such projects and the financing thereof (collectively such purposes are referred to herein as the "Project") WHEREAS, the City of North Richland Hills, Texas further intends to make certain capital expenditures with respect to the Project and currently desires and expects to reimburse capital expenditures with proceeds of such debt; and WHEREAS, under Treas. Reg. § 1.150-2 (the "Regulation"), to fund such reimbursement with proceeds of tax-exempt and taxable obligations, the Issuer must declare its expectation to make such reimbursement; and WHEREAS, the Issuer desires to preserve its ability to reimburse the capital expenditures with proceeds of tax-exempt obligations. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF NORTH RICHLAND HILLS, TEXAS THAT: SECTION 1. The Recitals set forth above in this Resolution are found to be true and accurate and are hereby incorporated into this Resolution for all purposes. SECTION 2. The Issuer reasonably expects to reimburse capital expenditures with respect to the Project with proceeds of debt hereafter to be incurred by the Issuer and that this Resolution shall constitute a declaration of official intent under the Regulation. The maximum Resolution No. 2021-031 Page 1 of 3 principal amount of obligations expected to be issued for the Project is $16,365,000. AND SO IT IS RESOLVED. PASSED AND APPROVED this the 11t" day of October, 2021. CITY OF NORTH RICHLAND HILLS, TEXAS Oscar Trevino, Mayor ATTEST: Alicia Richardson City Secretary / Chief Governance Officer APPROVED AS TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney APPROVED AS TO CONTENT: Mark C. Mills, Director of Finance Resolution No. 2021-031 Page 2 of 3 EXHIBIT A PROJECTS INCLUDED IN REIMBURSEMENT RESOLUTION (collectively, the "Project') alffllnllll rm0��E GO 2020 BE Streets Crystal Lane $493,200 GO 2020 BE Streets Daniel Drive $497,400 GO 2020 BE Streets Dawn Drive $1,222,800 GO 2020 BE Streets Harmonson Road $2,326,000 GO 2020 BE Streets Kirk Lane $418,800 GO 2020 BE Streets Lariat Trail $2,362,800 GO 2020 BE Streets Main Street $1,397,000 GO 2020 BE Streets Post Oak Drive $590,400 GO 2020 BE Streets Sierra Drive $658,800 GO 2020 BE Streets South Crest Drive $373,800 GO 2020 BE Streets Windhaven Road $1,366,800 GO 2020 BE Streets Wood View Drive $697,200 CO n/a Fleet Ambulance Replacement(Unit 980) $385,000 CO n/a Utility Big Fossil Interceptor Rehabilitation Project $2,510,000 CO n/a Utility Tyson 12"and 10"Sanitary Sewer By-Pass Line $910,000 o 000 Estimated Issuance Cost $155,000 • . o00 Resolution No. 2021-031 Page 3 of 3 IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: October 11, 2021 SUBJECT: Consider a professional services agreement for engineering design services with Freese & Nichols, Inc. in an amount not to exceed $104,011 for the Tyson 12" & 10" Sanitary Sewer By-Pass Project (UT22207). PRESENTER: Caroline Waggoner, Director of Public Works SUMMARY: City Council is being asked to consider a professional services agreement with Freese & Nichols, Inc. for engineering design services for the Tyson Sanitary Sewer By-Pass. GENERAL DESCRIPTION: This project consists of designing and constructing approximately 1,000' of 12" sanitary sewer main and approximately 400' of 10" sanitary sewer line. The new lines will replace older 8" sewer main. The new, upsized lines are needed to accommodate flows from the Tyson food processing facility, as well as increased flows from the Iron Horse Transit Oriented Development. The routing of this new line along Browning Drive will remove the industrial flows from within the downstream residential development. Freese & Nichols, Inc. has extensive knowledge of our water and wastewater systems as the consultant who has assisted with our impact fee studies and utility master plans for close to 20 years. The design of the bypass line follows immediately on the heels of an updated capacity analysis for this system performed by Freese & Nichols, making them the best suited consultant for this project. The Public Works Department negotiated a design fee of $104,011. The basic services consist of engineering design and bid and construction phase efforts. The special services consist of field survey and environmental services. Basic Services $ 76,085 Special Services $ 27,926 Total Professional Services $ 104,011 Funding for this project was included in the FY 2021/2022 Adopted Budget. The project schedule anticipates construction bidding in spring/summer 2022. RECOMMENDATION: Approve a professional services agreement for engineering design services with Freese and Nichols, Inc. in an amount not to exceed $104,011.00 for the Tyson 12" & 10" Sanitary Sewer By-Pass Project. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS, INC. 1. This Agreement is executed by and between the City of North Richland Hills, a municipal corporation located in Tarrant County, Texas, acting by and through Mark Hindman, its duly authorized City Manager (hereinafter called "CITY"), and FREESE AND NICHOLS, INC., a Texas corporation, acting by and through REPRESENTATIVE; its duly authorized Principal (hereinafter called "ENGINEER"). WITNESSETH, that CITY desires professional engineering services in connection with the TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT. NOW, THEREFORE, CITY and ENGINEER, in consideration of the mutual covenants and agreements herein contained, do mutually agree as follows: II. PROJECT In this Agreement, the "PROJECT" means the engineering design of the TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT in accordance with the Public Works Design Manual, applicable CITY codes, regulations and standards. III. BASIC AGREEMENT ENGINEER is an independent contractor and undertakes and agrees to perform professional engineering services in connection with the PROJECT, as stated in the sections to follow. It is understood and agreed that ENGINEER is not and will not by virtue of this contract be deemed to be an agent or employee of CITY and that CITY will not be entitled to direct the performance by ENGINEER's employees or subcontractors of the tasks contemplated by this contract. All engineering services shall be performed with diligence and in accordance with professional standards customarily obtained for such services in the State of Texas. For rendering such services CITY agrees to pay ENGINEER as set forth in Section VIII: "Compensation" and Exhibit F: "Compensation". AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 1 Of 28 IV. SCOPE OF ENGINEER'S SERVICES ENGINEER shall render the professional services necessary for development of the PROJECT, in accordance with the schedule in Exhibit A: "Project Schedule" and as detailed in Exhibit B: "Basic Engineering Services", said exhibits being attached hereto and incorporated herein for all purposes. ENGINEER shall be responsible, to the level of competency presently maintained by other practicing professional engineers in the same type of work in the Dallas/Fort Worth Metroplex area, for professional and technical soundness, accuracy, and adequacy of all designs, drawings, specifications, and other work and materials furnished under this Agreement. V. SPECIAL ENGINEERING SERVICES The CITY will pay the ENGINEER for Special Engineering Services as indicated in Exhibit C: "Special Engineering Services", attached hereto and made a part of this Agreement. VI. ADDITIONAL ENGINEERING SERVICES Additional Engineering Services are defined in Exhibit D: "Additional Engineering Services", attached hereto and made a part of this Agreement. No Additional Engineering Services are authorized unless authorization for specified additional services are provided to ENGINEER by CITY in writing and approved by CITY. VII. SCOPE OF CITY SERVICES The City will furnish items and perform those services as identified in Exhibit E: "Services to be provided by the City", attached hereto and made a part of this Agreement. VIII. COMPENSATION A. In consideration of the services described herein, CITY shall pay and ENGINEER shall receive compensation in accordance with Exhibit F: "Compensation". B. Total payments including without limitation reimbursable expenses, to ENGINEER by CITY for the services stated in Section IV and Section V above shall not exceed PROJECT COST ($104,011.00). C. CITY may authorize additional services to be provided by ENGINEER as mutually agreed upon by the parties. Any authorization for additional services shall be given to ENGINEER by CITY in writing and approved by CITY. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 2 Of 28 D. CITY and ENGINEER understand that the variables in ENGINEER's cost of performance may fluctuate. The parties agree that any fluctuation in ENGINEER's costs will in no way alter ENGINEER's obligations under this Agreement nor excuse performance or delay on ENGINEER's part. IX. OWNERSHIP OF DOCUMENTS All completed or partially completed evaluations, reports, surveys, designs, drawings and specifications prepared or developed by ENGINEER under this Agreement, including any original drawings, computer disks, mylars or blue lines, shall become the property of CITY when the Agreement is concluded or terminated, and may be used by CITY in any manner it desires; provided, however, that ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described in this Agreement. X. INDEMNITY ENGINEER AND ITS SUBCONSULTANTS SHALL INDEMNIFY AND HOLD CITY AND ALL OF ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGE, LIABILITY OR EXPENSES, ON ACCOUNT OF DAMAGE TO PROPERTY AND INJURIES, INCLUDING DEATH, TO ANY AND ALL PERSONS, INCLUDING BUT NOT LIMITED TO OFFICERS, AGENTS OR EMPLOYEES OF ENGINEER OR ITS SUBCONSULTANTS, AND ALL OTHER PERSONS PERFORMING ANY PART OF THE WORK AND IMPROVEMENTS, WHICH MAY ARISE OUT OF ANY NEGLIGENT ACT, ERROR, OR OMISSION IN THE PERFORMANCE OF ENGINEER'S PROFESSIONAL SERVICES OR IN THE PREPARATION OF EVALUATIONS, REPORTS, SURVEYS, DESIGNS, WORKING DRAWINGS, SPECIFICATIONS AND OTHER ENGINEERING DOCUMENTS INCORPORATED INTO ANY IMPROVEMENTS CONSTRUCTED IN ACCORDANCE THEREWITH; ENGINEER SHALL DEFEND AT ITS OWN EXPENSE ANY SUITS OR OTHER PROCEEDINGS BROUGHT AGAINST CITY AND ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES OR ANY OF THEM ON ACCOUNT OF THE FOREGOING DESCRIBED NEGLIGENT ACTS, ERRORS OR OMISSIONS, AND SHALL PAY ALL EXPENSES AND SATISFY ALL JUDGMENTS WHICH MAYBE INCURRED BY OR RENDERED AGAINST CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES OR ANY OF THEM, IN CONNECTION WITH THE FOREGOING DESCRIBED NEGLIGENT ACTS, ERRORS, OR OMISSIONS; PROVIDED AND EXCEPT HOWEVER, THAT THIS INDEMNIFICATION PROVISION SHALL NOT BE CONSTRUED AS REQUIRING ENGINEER TO INDEMNIFY OR HOLD CITY OR ANY OF ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES HARMLESS FROM ANY LOSS, DAMAGES, LIABILITY OR EXPENSE, ON ACCOUNT OF DAMAGE TO PROPERTY OR INJURIES TO PERSONS CAUSED BY DEFECTS OR DEFICIENCIES IN DESIGN CRITERIA AND INFORMATION FURNISHED TO ENGINEER BY CITY, OR AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 3 Of 28 ANY SIGNIFICANT DEVIATION IN CONSTRUCTION FROM ENGINEER'S DESIGNS, WORKING DRAWINGS, SPECIFICATIONS OR OTHER ENGINEERING DOCUMENTS. Approval by CITY of contract documents shall not constitute or be deemed to be a release of the responsibility and liability of ENGINEER, its officers, agents, employees and subconsultants, for the accuracy and competency of the services performed under this Agreement, including but not limited to evaluations, reports, surveys, designs, working drawings and specifications, and other engineering documents. Approval by CITY shall not be deemed to be an assumption of such responsibility and liability by CITY for any error, omission, defect, deficiency or negligence in the performance of ENGINEER's professional services or in the preparation of the evaluations, reports, surveys, designs, working drawings and specifications or other engineering documents by ENGINEER, its officers, agents, employees and subconsultants, it being the intent of the parties that approval by CITY signifies CITY's approval of only the general design concept of the improvements to be constructed. XL INSURANCE For the duration of this Agreement, ENGINEER shall maintain the following minimum public liability and property damage insurance which shall protect ENGINEER, its subcontractors, its subconsultants and CITY from claims for injuries, including accidental death, as well as from claims for property damage which may arise from the performance of work under this Agreement. ENGINEER shall provide a Certificate of Insurance verifying that the following minimum limits of coverage are provided: A. Worker's Compensation Insurance: Statutory requirements ($ 300,000 minimum) B. Comprehensive General Liability and Bodily Injury: Bodily Injury $ 500,000 per person, or $ 1,000,000 per occurrence; and Property Damage $ 100,000 each occurrence; or Combined Single Limit $ 1,000,000 aggregate C. Comprehensive Automobile Liability: Bodily Injury $ 500,000 per person, or $ 1,000,000 per occurrence; and Property Damage $ 100,000 each occurrence; or Combined Single Limit $ 1,000,000 aggregate AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 4 Of 28 D. Professional Liability: Errors and Omissions $ 1,000,000 The Certificate of Insurance shall contain a provision that such insurance cannot be canceled or modified without thirty (30) days prior written notice to CITY. XII. ARBITRATION No arbitration arising out of or relating to this Agreement shall occur without both parties' written approval. XIII. TERMINATION AND SUSPENSION A. CITY may terminate this Agreement at any time for convenience or for any cause by a notice in writing to ENGINEER. Either CITY or ENGINEER may terminate this Agreement in the event the other party fails to perform in accordance with the provisions of this Agreement. Upon receipt of such notice, ENGINEER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials, in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. B. If CITY terminates this Agreement under the foregoing Paragraph A, CITY shall pay ENGINEER a reasonable amount for services performed prior to such termination, which payment shall be based upon the payroll cost of employees engaged on the work by ENGINEER up to the date of termination of this Agreement and for subcontract and reproduction in accordance with the method of compensation stated in Section VIII: "Compensation" hereof. In the event of termination, the amount paid shall not exceed the amount appropriate for the percentage of work completed. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 5 Of 28 XIV. SUCCESSORS AND ASSIGNS CITY and ENGINEER each bind themselves and their successors, executors, administrators and assigns to the other party of this Agreement and to the successors, executors, administrators and assigns of such other party in respect to all covenants of this Agreement; except as above, neither CITY nor ENGINEER shall assign, sublet or transfer its interest in this Agreement without the written consent of the other. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of CITY. XV. AUTHORIZATION, PROGRESS, AND COMPLETION CITY and ENGINEER agree that the PROJECT is planned to be completed in accordance with the Exhibit A: "Project Schedule" which is attached hereto and made a part hereof. ENGINEER shall employ manpower and other resources and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from conditions beyond ENGINEER's control. With mutual agreement, CITY and ENGINEER may modify the Project Schedule during the course of the PROJECT and if such modifications affect ENGINEER's compensation, it shall be modified accordingly, subject to City Council approval. For Additional Engineering Services, the authorization by CITY shall be in writing and shall include the definition of the services to be provided, the schedule for commencing and completing the services and the basis for compensation as agreed upon by CITY and ENGINEER. It is understood that this Agreement contemplates the full and complete Engineering services for this PROJECT including any and all services necessary to complete the work as outlined in Exhibit B: "Basic Engineering Services". Nothing contained herein shall be construed as authorizing additional fees for services to provide complete services necessary for the successful completion of this PROJECT. XVI. SUBCONTRACTS ENGINEER shall be entitled, only if approved by CITY, to subcontract a portion of the services to be performed by ENGINEER under this Agreement. XVII. RIGHT TO AUDIT ENGINEER agrees that CITY shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine and photocopy any directly pertinent books, design calculations, quantity take-offs, documents, papers and records of ENGINEER involving transactions relating to this Agreement. ENGINEER agrees that CITY shall have access during normal working hours to all necessary ENGINEER AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 6 Of 28 facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. CITY shall give ENGINEER reasonable advance notice of intended audits. ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that CITY shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, design calculations, quantity take-offs, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this article. CITY shall give subconsultant reasonable advance notice of intended audits. XVIII. EXHIBITS Both parties agree to the following exhibits and as such, the following exhibits are made a part of this Agreement: Exhibit "A" Project Schedule Exhibit "B" Basic Engineering Services Exhibit "C" Special Engineering Services Exhibit "D" Additional Engineering Services Exhibit "E" Services to be provided by the City Exhibit "F" Compensation Exhibit "G" Form 1295 XIX. MISCELLANEOUS A. Authorization to Proceed. Signing this Agreement shall be construed as authorization by CITY for ENGINEER to proceed with the work, unless otherwise provided for in the authorization. B. Legal Expenses. In the event legal action is brought by CITY or ENGINEER against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions of this Agreement, the prevailing party in any litigation between the parties to this agreement shall be entitled to reasonable attorney fees. C. Notices. Any notice or correspondence required under this Agreement shall be sent by certified mail, return receipt requested, or by personal delivery and shall be effective upon receipt, if addressed to the party receiving the notice or correspondence at the following address: AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 7 Of 28 If to ENGINEER: Freese and Nichols, Inc. Attn: Aaron Conine, P.E. 801 Cherry Street, Suite 2800 Fort Worth, Texas 76102 If to CITY: City of North Richland Hills Attn: Caroline Waggoner, PE, CFM Public Works & Engineering Department 4301 City Point Drive North Richland Hills, Texas 76180 With Copies to the City Manager and City Attorney at the same address. D. Independent Contractor. ENGINEER shall perform services hereunder as an independent contractor, and not as an officer, agent, servant or employee of the CITY and ENGINEER shall have the exclusive right to control services performed hereunder by ENGINEER, and all persons performing same, and shall be responsible for the negligent acts and omissions of its officers, agents, employees, and subconsultants. Nothing herewith shall be construed as creating a partnership orjoint venture between CITY and ENGINEER, its officers, agents, employees and subconsultants; and the doctrine of respondent superior has no application as between CITY and ENGINEER. E. Venue. This Agreement shall be governed by the laws of the State of Texas, and venue in any proceeding relating to this Agreement shall be in Tarrant County, Texas. F. Entire Agreement. This Agreement represents the entire agreement between CITY and ENGINEER and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both CITY and ENGINEER. G. Severability. If any provision in this Agreement shall be held illegal by a valid final judgment of a court of competent jurisdiction, the remaining provisions shall remain valid and enforceable. H. Disclosure. By signature of this Agreement, ENGINEER warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including but not limited to personal financial interests, direct or indirect, in property abutting the PROJECT and business relationships with abutting property owners. ENGINEER further warrants that it will make disclosure in writing AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 8 Of 28 of any conflicts of interest which develop subsequent to the signing of this Agreement and prior to final payment under this Agreement. This Agreement is executed in two (2) counterparts. IN TESTIMONY WHEREOF, the parties hereto have executed this Agreement this the day of 12020. CITY OF NORTH RICHLAND HILLS ENGINEERING FIRM CONSULTING ENGINEERS, INC. (CITY) (ENGINEER) y: By: Mark Hindman, City Manager Jessica r wn,"Vice President Date: Date: 7,1 ATTEST: ATTEST: NIIA Alicia Richardson, City Secretary Notary Public in and for the Mate of Texas APPROVED TO FORM AND LEGALITY: Maleshia B. McGinnis, City AttorneyType 4orrint Notary's Name y Commission Expires: CITY SEAL CORPORATE SEAL TEPHANIEHE z e+ Notary Public,State of Texas * Comm.Expires 07-17-2023 P Notary ID 13206985•-7 AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NoRni RICHLAND HILLS AND FREESE AND NICHOLS,INC. T`PSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08120/2021) Page 9 of 28 EXHIBIT A PROJECT SCHEDULE FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT PROJECT SCHEDULE The Scope of Services for this PROJECT is based on the following schedule: Activity Due Date Submit Preliminary 60% Plans 100 Days from NTP Submit 90% Plans 60 Days from City's Comments Submit Final Plans for Bid 45 Days from City's Comments Bid Advertisement 28 Days from Final Submittal Award and Execute 42 Days from Advertisement Begin Construction TBD Note: Due dates shown are submittal dates of task activities listed. If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in Client or regulatory reviews, delays on the flow of information to be provided to FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 10 Of 28 EXHIBIT B BASIC ENGINEERING SERVICES FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT PROJECT UNDERSTANDING Freese and Nichols was contacted to provide professional services for the design of approximately 2100 LF of 12/10" Sanitary Sewer to support development in the Tyson Foods/Iron Horse area. Attached is an exhibit showing the extents of the project. Assumptions: • Only one affected property (Total E&P USA REAL ESTATE) at 6401 Wuliger Way. o All other construction will be within city right-of-way. • Modifications to the tie-in location on the 18" SS line would be limited to connecting to the existing Manhole. • No 30% submittal or preliminary design report are included. • City Front End documents with additional FNI Division 01 and Technical Specifications as required. • City's purchasing department will upload bid documents for advertisement to Public Purchase website. • No Geotechnical investigation will be performed. The scope of work for BASIC Engineering Services involves Project Management, the Design Phase, and Bid and Construction Phase Assistance. A. Project Management: FNI shall provide professional services in this phase as follows: 1. FNI will manage the work outlined in this scope to ensure efficient and effective use of FNI's and CITY's time and resources. FNI will manage change, communicate effectively, coordinate internally and externally as needed, and proactively address issues with the CITY's Project Manager and others as necessary to make progress on the work. 2. Managing the Team: a. Lead, manage and direct ENGINEER team activities. b. Ensure quality control is practiced in performance of the work. c. Communicate internally among team members. d. Organize Comment Resolution Workshop after draft submittal. e. Task and allocate team resources. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 11 Of 28 3. Communications and Reporting a. Attend a pre-design project kickoff meeting with CITY staff to confirm and clarify scope, understand CITY objectives, and ensure economical and functional designs that meet the CITY requirements. b. Hold monthly project status calls between CITY and ENGINEER c. Prepare and submit monthly progress reports and invoices. d. Coordinate with other agencies and entities such as part of the feasibility research performed during the Route Study task of the project. e. Stakeholder Coordination f. Meet with City engineering staff and obtain any additional design criteria, available GIS information, pertinent utility plans, street plans, plats and right-of-way maps, existing easement information, previous studies prepared by others, as-built plans for portions of surrounding infrastructure, historical drainage complaints and other information available for the project area. 4. DELIVERABLES a. Meeting summaries with action items b. Monthly invoices c. Monthly progress reports B. DESIGN PHASE: FNI shall provide professional services in this phase as follows- 1. Prepare drawings, specifications, Construction Contract Documents, designs, and layouts of improvements to be constructed (if surveys are to be furnished, they are Special Services, pursuant to Article 11, or Additional Services, pursuant to Article I11). 2. Submit drawings, specifications, and Construction Contract Documents to the applicable federal, state and/or local agency(s) for approval, where required. 3. Furnish such information necessary to utility companies whose facilities may be affected or services may be required for the Project. 4. Prepare revised opinion of probable construction cost. 5. Prepare bidder's proposal forms (project quantities) of the improvements to be constructed. 6. Provide design submittals at 60%, 90% and 100% design milestones. Meet with the City for a review workshop at each submittal. 7. Utility Improvements Design AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 12 Of 28 a. 2100 LF of 10"/12" Sanitary Sewer at 1:20 scale in AutoCAD, utilizing city standard details. b. Appurtenances for sanitary sewer. c. Engineer's Opinion of Probable Construction Cost (OPCC) d. connection to existing Sanitary Sewer Manholes on the two upstream locations and the one downstream tie-in location. e. Identify limits or surface repair to include pavement, seeding and restoring existing contours f. Furnish CITY three (3) sets of copies of the contract documents at 60% and 90% completion marked "Preliminary" to obtain comments on the project. Present and review the documents in person with the CITY. g. Submit drawings, specifications, and Construction Contract Documents to the applicable federal and state agency(s) for approval, where required. h. Coordinate with effected franchise utility companies and water customers effected by any possible water shut down. 8. DELIVERABLES a. 60% Plan Set, OPCC, and list of technical specifications. b. 90% Plans and Full Specifications, Updated OPCC. c. Comment Log with resolution response for each comment for both submittals d. Review Workshop Meeting Minutes and Sign-in Sheet for both submittals e. 100% Construction Documents with Engineer's Seal for purposes of bidding. 9. Furnish Client three (3) sets of printed copies and one (1) electronic copy (.pdf format) of drawings, specifications, and bid proposals marked "Preliminary" for approval by Client, for each design submittal as described above. Upon final approval by Client, FNI will provide Client one (1) set of reproducible "Final" drawings and one (1) loose set of specifications for reproduction by Client. c. BID OR NEGOTIATION PHASE: Upon completion of the design services and approval of "Final" drawings and specifications by Client, FNI shall provide professional services in this phase as follows: i. Assist Client in securing bids. Issue a Notice to Bidders to prospective contractors and vendors listed in FNI's database of prospective bidders, and to selected plan rooms. Provide a copy of the notice to bidders for Client to use in notifying construction news publications and publishing appropriate legal notice. The cost for publications shall be paid by Client. 2. Print five (5) sets of Bid Documents for the City during Bid. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 13 Of 28 3. Maintain information on entities that have been issued a set of bid documents. Distribute information on plan holders to interested contractors and vendors on request. 4. Assist Client by responding to questions and interpreting bid documents during advertisement on City's Public Purchase website. Prepare and issue addenda to the bid documents to plan holders if necessary. 5. At Client request, FNI will assist Client in the opening, tabulating, and analyzing the bids received. Review the qualification information provided by the apparent low bidder to determine if, based on the information available, they appear to be qualified to construct the project. Recommend award of contracts or other actions as appropriate to be taken by Client. Pre-qualification of all prospective bidders and issuing a list of eligible bidders prior to the bid opening is an additional service. 6. Assist the Client in conducting a pre-bid conference for the construction projects and coordinate responses with Client. Response to the pre-bid conference will be in the form of addenda issued after the conference. Attend the tour of the project site after the pre-bid conference. 7. Assist Client in the preparation of Construction Contract Documents for construction contracts. Provide ten (10) sets of Construction Contract Documents which include information from the apparent low bidders bid documents, legal documents, and addenda bound in the documents for execution by the Client and construction contractor. Distribute five (5) copies of these documents to the contractor with a notice of award that includes directions for the execution of these documents by the construction contractor. Provide Client with the remaining five (5) copies of these documents for use during construction. Additional sets of documents can be provided as an Additional Service. s. Furnish contractor copies of the drawings and specifications for construction pursuant to the General Conditions of the Construction Contract. �. CONSTRUCTION PHASE GENERAL REPRESENTATION: Upon completion of the bid or negotiation phase services, FNI will proceed with the performance of construction phase general representation services as described below. In performing these services, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for the supervision of the Contractor's operation and employees. FNI shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by the AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 14 Of 28 Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. These services are based on the use of FNI's standard General Conditions for construction projects. Modifications to these services required by use of other general conditions or contract administration procedures are an additional service. If General Conditions other than FNI's standard are used, the Client agrees to include provisions in the General Conditions that require Contractor to include FNI: (1) as an additional insured and in any waiver of subrogation rights with respect to such liability insurance purchased and maintained by Contractor for the Project (except workers' compensation and professional liability policies); and (2) as an indemnified party in the Contractor's indemnification provisions where the Client is named as an indemnified party. 1. Assist Client in conducting pre-construction conference(s) with the Contractor(s), review construction schedules prepared by the Contractor(s) pursuant to the requirements of the construction contract, and prepare a proposed estimate of monthly cash requirements of the Project from information provided by the Construction Contractor. 2. Establish communication procedures with the Client and contractor. Submit (insert frequency; i.e. monthly, bi-monthly, quarterly, etc.) reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, cash flow, construction schedule and pending and approved contract modifications. 3. Establish and maintain a project documentation system consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. Produce monthly reports indicating the status of all submittals in the review process. Review contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. 4. Based on FNI's observations as an experienced and qualified design professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that FNI recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 15 Of 28 5. Make 6 visits to the construction site to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort FNI will endeavor to protect the Client against defects and deficiencies in the work of Contractors and will report any observed deficiencies to Client. Visits to the site in excess of the specified number are an Additional Service. 6. Notify the Client of non-conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. 7. Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall be paid by Client and is not included in the services to be performed by FNI. 8. Interpret the drawings and specifications for Client and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by Client, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. 9. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of the Client to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the Client. Documentation of field orders, where cost to Client is not impacted, will also be prepared. Investigations, analyses, studies or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the Client are an additional service. Substitutions of materials or equipment or design modifications requested by the Client are an additional service. 10. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the Client on the merit and value of the claim on the basis of information submitted by the contractor or available in project documentation. Endeavor to negotiate a settlement value with the Contractor on behalf of the Client if appropriate. Providing these services to review or evaluate construction contractor(s) claim(s), supported by causes not within the control of FNI are an additional service. 11. Conduct, in company with Client's representative, a final review of the Project for conformance with the design concept of the Project and general compliance AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 16 Of 28 with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the contractor before recommendation of final payment. Assist the City in obtaining legal releases, permits, warranties, spare parts, and keys from the contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Visiting the site to review completed work in excess of two (2) trips are an Additional Service. 12. Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. Furnish Client one (1) sets of printed copies and one (1) electronic copy (.pdf format) of"Record Drawings." AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 17 Of 28 EXHIBIT C SPECIAL ENGINEERING SERVICES FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT FNI shall render the following professional services, which are not included in the Basic Services described above, in connection with the development of the Project: TOPOGRAPHIC SURVEY AND SUE ENGINEER will perform design survey of the approved waterline alignment, including 1- foot contours, surface features, property lines, manholes, vaults, valves, flow lines, overhead electrical lines, streets, driveways, drainage facilities, fences, utility flagging and marking provided by DIG-TESS, and any potholing performed by the CITY or utility owner: A. Topographic Survey • Contact the State One-Call Utility Locate service (DIG TESS) to initiate franchise utilities to locate their infrastructure in the vicinity of the proposed project. Perform field surveys to tie the horizontal location of these facilities. • Provide survey control along the pipeline route in a coordinate system and vertical datum as approved by the CITY, and compatible with other pipeline projects. • Provide topographic survey for a 80-foot width along the pipeline routes for up to 2100 linear feet. Topographic survey will include all property monuments, apparent easements, property lines, right-of-way lines, fences, pavement, signs, utility markers, indicate all trees four (4) inches in diameter or larger and the limits of landscaping within the 80-foot-wide strip along the proposed pipeline route. Topographic survey will not include individual tree surveys • Provide survey ties to major utility lines, as located by the CITY's utility. B. Subsurface Utility Engineering (SUE) • Perform review of information collected by the surveyor to approximate horizontal location of subsurface facilities. • Based on the survey information perform Level B SUE on 500 linear feet of the alignment to identify possible subsurface utility conflicts more accurately. o Level B SUE Involves designating the type and size of the underground utilities, for example, by markings provided through an 811 call or by contacting an individual utility company. This data is added to the data collected from the survey. The designated utilities are then surveyed and added to the drawing. • Based on the conflicts identified by the level B SUE select four (4) number of utilities to perform Level A SUE to verify the exact vertical and horizontal position at the location our proposed alignment crosses that utility. o Level A SUE involves physically locating the actual utility — often by AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 18 Of 28 `potholing.' Once the utility is potholed it is located horizontally and vertically by survey measurements. C. Easements Prepare one permanent and temporary easement document for this project in accordance with the details below. • Provide deed research for the preparation of easement documents. (This task does not include title research) • Prepare metes and bounds easement descriptions for each private tract. A separate description will be prepared for both permanent and temporary easements. • Payment for parcel descriptions shall be on a per document basis. If more than one parcel easement document is needed then additional payment will be required, for not only the cost for easement preparation on a per each basis but also for the cost of additional field work. ENVIRONMENTAL ENGINEER will perform the environmental services listed below: A. Gather and Review Existing Information • ENGINEER will compile readily available existing information and a Geographic Information System (GIS) database of potential environmental constraints for the proposed water system connection pipeline alignment. • ENGINEER will use the GIS database as part of the design phase in order to evaluate the potential to avoid and/or minimize impacts to known environmental resources and constraints. B. Conduct Pedestrian Survey • ENGINEER will conduct a pedestrian survey to observe and document existing environmental conditions and assess potential permitting requirements associated with the proposed project. The presence and locations of potential waters of the U.S., including wetlands; potential threatened/endangered species habitat; and vegetation cover types will be identified within the proposed pipeline alignment easement. • This task does not include conducting detailed wetland delineations necessary for the preparation and submittal of a Pre-Construction Notification (PCN) to the U.S. Army Corps of Engineers (USACE). C. Coordinate with the Texas Historical Commission Projects sponsored by public entities that affect a cumulative area greater than five acres or that disturb more than 5,000 cubic yards require advance consultation with the Texas Historical Commission (THC) according to Section 191.0525 (d) of the Antiquities Code of Texas. Because the AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 19 Of 28 proposed project is likely to exceed one or both of these thresholds, coordination with THC is expected to be required. 0 ENGINEER will draft a consultation letter to the THC for the City's review and comment. ENGINEER will incorporate the City's comments and submit the consultation letter to the THC via their eTRAC online submittal system. Any follow up studies requested by the THC are not included in this scope of services but can be provided upon written authorization. D. Prepare Technical Memorandum • ENGINEER will prepare a memo documenting existing site conditions, including presence of potential jurisdictional waters of the U.S. (including wetlands), threatened and endangered species habitats, and vegetation cover types. Recommendations for Clean Water Act (CWA) Section 404 permitting, if required, will be included. • The draft technical memorandum will be submitted by ENGINEER to the City for review and comment. After incorporating the City's comments into the document, ENGINEER will submit a final technical memorandum to the City. DELIVERABLES A. Draft THC letter for City B. Final THC letter C. Draft Memorandum documenting Section 404 Recommendations D. Final Memorandum documenting Section 404 Recommendations AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 20 Of 28 EXHIBIT D ADDITIONAL ENGINEERING SERVICES FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT Any services performed by FNI that are not included in the Basic Services or Special Services described above are Additional Services. Additional Services to be performed by FNI, if authorized by Client, are described as follows: 1. GIS mapping services or assistance with these services, other than what is scoped within the environmental services. 2. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by CITY. 3. Providing renderings, model and mock-ups requested by the CITY. 4. Making revisions to drawings, reports or other documents when such revisions are 1) consistent with approvals or instructions previously given by CITY or 2) due to other causes not solely within the control of ENGINEER. 5. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by CITY. 6. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. 7. Preparing data and reports for assistance to CITY in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. 8. Furnishing the services of a Resident Project Representative to act as CITY's on-site representative during the Construction Phase. The Resident Project Representative will act as directed by ENGINEER in order to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, ENGINEER shall endeavor to provide further protection for CITY against defects and deficiencies in the work. 9. If CITY provides personnel to support the activities of the Resident Project Representative who is ENGINEER or ENGINEER's agent or employee, the duties, responsibilities and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this AGREEMENT before the services of such personnel are begun. CITY agrees that whenever AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 21 Of 28 ENGINEER informs him in writing that any such personnel provided by the CITY are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. 10. Assisting CITY in claims disputes with Contractor(s). 11. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. 12. Assisting CITY in claims disputes with Contractor(s). 13. Performing investigations, studies and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. 14. Assisting CITY in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this CONTRACT. Such services, if any, shall be furnished by ENGINEER on a fee basis negotiated by the respective parties outside of and in addition to this CONTRACT. 15. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. 16. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. 17. Services required to resolve bid protests or to rebid the projects for any reason. 18. Any services required as a result of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. 19. Providing services after the completion of the construction phase not specifically listed in this CONTRACT. 20. Providing basic or additional services on an accelerated time schedule. The scope of this service include cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the CITY. 21. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. 22. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this ENGINEER services agreement. 23. Provide follow-up ENGINEER services during Contractor's warranty period. 24. Services related to development of the CITY's project financing and/or budget. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 22 Of 28 25. Services to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. 26. Performance of miscellaneous and supplemental services related to the project as requested by the CITY. 27. Surveying or SUE services other than those stated above. 28. Preparation of FEMA (CLOMR or LOMR) submittals. 29. Services related to public outreach, public meetings, or meetings with affected property owners. 30. Prepare Preliminary Jurisdictional Determination Report. 31. Prepare Nationwide Permit (NWP) Pre-construction Notification (PCN). 32. Application for an Individual Section 404 Permit. 33. Phase I Environmental Site Assessment. 34. Archeological/cultural resources survey. 35. Coordination to conduct the archeological/cultural resources survey. 36. Presence/absence surveys for federally listed threatened/endangered species. 37. Consultation with the U. S. Fish and Wildlife Service under Section 7 of the Endangered Species Act. 38. Application for General Land Office easements. 39. Application for Texas Parks & Wildlife Department Sand and Gravel Permit. 40. Environmental documentation as follows: • Preparation of Environmental Assessment or other NEPA document • Preparation of a Section 404 permit application, a Pre-construction Notification (PCN), a request for a Jurisdictional Determination (JD), or other submittal to the USACE • Presence/absence surveys for federally listed threatened/endangered species • Phase I Environmental Site Assessment • Preparation of a Storm Water Pollution Prevention Plan (SWPPP) • Other environmental services not specifically described under BASIC/SPECIAL SERVICES of this scope AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 23 Of 28 EXHIBIT E SERVICES TO BE PROVIDED BY THE CITY FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT Client shall perform the following in a timely manner so as not to delay the services of FNI: A. Client recognizes and expects that change orders may be required to be issued during construction. The responsibility for the costs of change orders will be determined on the basis of applicable contractual obligations and professional liability standards. FNI will not be responsible for any change order costs due to unforeseen site conditions, changes made by or due to the Client or Contractor, or any change order costs not caused by the negligent errors or omissions of FNI. Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, FNI is liable for change order costs. It is recommended that the Client budget a minimum of 5% for new construction and a minimum of 10% for construction that includes refurbishing existing structures. B. Designate in writing a person to act as Client's representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define Client's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to Client's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Client will require to be included in the drawings and specifications. D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Client deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay, or cause rework in, the services of FNI. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 24 Of 28 G. Client shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations. Client shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by Client. H. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as Client may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as Client may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as Client may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 1. If Client designates a person to serve in the capacity of Resident Project Representative who is not FNI or FNI's agent or employee, the duties, responsibilities and limitations of authority of such Resident Project Representative(s) will be set forth in an Attachment attached to and made a part of this Agreement before the Construction Phase of the Project begins. Said attachment shall also set forth appropriate modifications of the Construction Phase General Representation services as defined in Attachment SC, Article I, D, together with such adjustment of compensation as appropriate. J. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job-related meetings and substantial completion inspections and final payment inspections. K. Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. L. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this Agreement or other services as required. M. Bear all costs incident to compliance with the requirements of this Article V. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 25 Of 28 EXHIBIT F COMPENSATION FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT I. COMPENSATION For and in consideration of the services to be rendered by the ENGINEER, the CITY shall pay, and the ENGINEER shall receive the compensation hereinafter set forth for the Design and Construction Phases of the work and additionally for Special Engineering Services and/or Additional Engineering Services that are in addition to the Basic Engineering Services. All remittances by CITY of such compensation shall either be mailed or delivered to the ENGINEER's home office as identified in the work authorization. A. Compensation for the Basic Engineering Services (Design and Bid phases) shall be completed for a Lump Sum fee of $62,665, and Construction Phase services will be completed for a Lump Sum fee of$13,420. B. Compensation for Special Engineering Services not covered by the Basic Engineering Services provided herein above shall be as follows: Design Surveys: Lump Sum Fee of$21,249. Environmental: Lump Sum Fee of $6,677. For all direct non-labor and/or subcontract expense, including mileage, travel and living expenses at invoice or internal office cost times a multiplier of 1.1. Payments to the ENGINEER for authorized Additional Engineering Services will be due monthly, upon presentation of monthly statement by the ENGINEER for such services. II. AUDIT AND SCOPE CHANGE Cost budgets are set forth above and are subject to the audit provisions of this Agreement, Section XVII: "Right to Audit". It is also understood that the cost budgets are based upon ENGINEER's best estimate of work and level of effort required for the proposed scope of services. As the PROJECT progresses, it is possible that the level of effort and/or scope may differ up or down from that assumed. If there are no scope changes, the ENGINEER shall receive the full amount of lump sum and unit price fees, AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 26 Of 28 regardless of the cost. If at any time it appears that the cost budget may be exceeded, the ENGINEER shall notify the CITY as soon as possible in writing. If there is a scope change, the ENGINEER shall notify the CITY as soon as possible in writing and shall include a revised scope of services, estimated cost, revised fee schedule, and a revised time of completion. Upon negotiation and agreement via a signed amendment by both parties, the cost budget, fee schedule, and total budget will be adjusted accordingly. CITY shall not be obligated to reimburse the ENGINEER for costs incurred in excess of the cost budget. The ENGINEER shall not be obligated to perform on any change in scope of work or otherwise incur costs unless and until the CITY has notified the ENGINEER in writing that the total budget for Engineering Services has been increased and shall have specified in such notice a revised total budget which shall thereupon constitute a total budget for Engineering Services for performance under this Agreement. A detailed scope of work, total budget, and schedule will be prepared by the ENGINEER and executed by the CITY if the ENGINEER is authorized to perform any Additional Engineering Service(s). III. PAYMENT Payments to the ENGINEER will be made as follows: A. Invoice and Time of Payment Monthly invoices will be issued by the ENGINEER for all work performed under this Agreement. Invoices are due and payable on receipt. Invoices will be prepared in a format approved by the CITY prior to submission of the first monthly invoice. Once approved, the CITY agrees not to require changes in the invoice format, but reserves the right to audit. Monthly payment of the fee will be in proportion to the percent completion of the total work (as indicated in Exhibit B: "Basic Engineering Services"). Upon completion of services enumerated in Exhibit B: "Scope of Basic Engineering Services", the final payment of any balance will be due upon receipt of the final invoice. AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 27 Of 28 EXHIBIT G FORM 1295 FOR TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT [Form 1295 is submitted as the following page] AGREEMENT FOR ENGINEERING SERVICES BETWEEN THE CITY OF NORTH RICHLAND HILLS AND FREESE AND NICHOLS,INC. TYSON FOODS SANITARY SEWER IMPROVEMENTS PROJECT (08/20/2021) Page 28 Of 28 DocuSign Envelope ID:82840D73-D967-44AC-AB4B-E911565OF304 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2,3, 5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-795725 Freese and Nichols, Inc. Fort Worth, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/26/2021 being filed. City of North Richland Hills Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. N/A Engineering Design of the Tyson Foods Sanitary Sewer Improvements Project Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Pence, Bob Fort Worth, TX United States X Coltharp, Brian Fort Worth, TX United States X Cole, Scott Fort Worth, TX United States X Archer, Charles Raleigh, NC United States X Greer,Alan Fort Worth, TX United States X Johnson, Kevin Dallas, TX United States X Payne,Jeff Fort Worth, TX United States X Reedy, Mike Houston, TX United States X Wolfhope,John Austin, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Stephanie Stephenson and my date of birth is My address is 801 Cherry Street Fort Worth TX 76012 , (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Tarrant County, State of Texas on the 26th day of August ,20 21 (month) (year) DocuSigned ey: �G qrT4 GYbd-f'1. Signature of re : f..contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc n ' fig ''� 'J,o �f/it 'l �/ r i ��, �� ✓ /��t l !' "f:. 0%�1 Ir !a Ae �7 J/;lr + v"8 ✓ ''�� % �� /� �/ ,,,, v� �°irtirr� ri ✓r '�"� /'ria �li "'/�/�Dff ipm„0 nw ,e* r r/ r !UJ ;91ao XUMrw P' F .., h r gV ' I ff r r,i L J W"galed II ,rur �e. � ����/ �""Fa,. �'�11 ��, '"Fq l� �� tl ' ✓1 �tlf/� co Ln �r l / l ri u (r i � 1 r y� , O /C: CL IN � ✓-,.. /� ( wuu » „t�Cl `d17 ��\'f/\ ,�- � f%� � �, / Pdu /q/1 �"� w r I i !mr Iy r b � r DocuSign Envelope ID:82840D73-D967-44AC-AB4B-E911565OF304 CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2,3, 5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2021-795725 Freese and Nichols, Inc. Fort Worth, TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08/26/2021 being filed. City of North Richland Hills Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. N/A Engineering Design of the Tyson Foods Sanitary Sewer Improvements Project Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Pence, Bob Fort Worth, TX United States X Coltharp, Brian Fort Worth, TX United States X Cole, Scott Fort Worth, TX United States X Archer, Charles Raleigh, NC United States X Greer,Alan Fort Worth, TX United States X Johnson, Kevin Dallas, TX United States X Payne,Jeff Fort Worth, TX United States X Reedy, Mike Houston, TX United States X Wolfhope,John Austin, TX United States X 5 Check only if there is NO Interested Party. ❑ 6 UNSWORN DECLARATION My name is Stephanie Stephenson and my date of birth is My address is 801 Cherry Street Fort Worth TX 76012 , (street) (city) (state) (zip code) (country) I declare under penalty of perjury that the foregoing is true and correct. Executed in Tarrant County, State of Texas on the 26th day of August ,20 21 (month) (year) DocuSigned ey: �G qrT4 GYbd-f'1. Signature of re : f..contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.1.191b5cdc IrLp NOKTH KICHLAN HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: October 11, 2021 SUBJECT: Authorize the City Manager to execute an Interlocal Cooperative Agreement with the North Central Texas Council of Governments and ratify and approve an Advance Funding Agreement with Texas Department of Transportation for the acquisition and banking of land to facilitate transit oriented development at the TEXRail Smithfield station. PRESENTER: Craig Hulse, Director of Economic Development SUMMARY: City Council is being requested to consider an Interlocal Cooperative Agreement and an Advanced Funding Agreement for up to $2,000,000 (two-million dollars) intended for the acquisition and banking of land to facilitate transit oriented development at the TEXRail Smithfield station. GENERAL DESCRIPTION: In 2001, the Regional Transportation Council (RTC) initiated the Sustainable Development Program designed to promote economic development in and around passenger rail lines and at stations. Through Chapter 228 of the Texas Transportation Code, the RTC and the North Central Texas Council of Governments (NCTCOG) are able to allocate funds toward land use projects that promote alternative transportation or reduced automobile use. Approximately seven acres bound by Smithfield Road, Main Street, Center Street and the TEXRail line has been identified by the City and NCTCOG as a target area for transit- oriented development. Currently, four separate entities own property under different land uses developed long before the area was rezoned in June 2009, and before TEXRail was launched in December 2018. The fractured ownership creates concerns for piecemeal development that does not fully meet the potential of this area. The City desired a means for purchasing these properties as they become available in order to consolidate and coordinate the development of a project that fully meets the objectives of a transit oriented district. The City approached the NTCCOG regarding a grant/loan opportunity of this nature and approval was provided by the RTC. The NCTCOG and the RTC are offering up to $2,000,000 in Regional Toll Revenue funds within the target area, alongside a 20% or $500,000 local match from the City. The purpose of the funds is to enable the purchase and consolidation of these properties until IrLp NOKTH KICHLAN HILLS suitable opportunity surfaces to develop the land consistent with goals of a transit oriented district. Agreement terms allow for a 5 year period to purchase property, and then 10 years to "hold" or bank the property. The Interlocal Cooperative Agreement between the City and the RTC outlines the process on how the Regional Toll Revenue funds are used to initially fund and later reimburse from the transaction of property within the target area. The Advanced Funding Agreement between the City and the Texas Department of Transportation allocates the funds directly to the City. In June 2021 the City purchased 3.5 acres within the targeted area. While this purchase cannot be considered for the use of the $2,000,000 in funds for Iandbanking, the purchase does fully cover the City's $500,000 match requirement so that a match is not required on future purchases. RECOMMENDATION: Authorize the City Manager to execute an Interlocal Cooperative Agreement with the North Central Texas Council of Governments and ratify and approve an Advance Funding Agreement with Texas Department of Transportation for the acquisition and banking of land to facilitate transit oriented development at the TEXRail Smithfield station. Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT INTERLOCAL COOPERATIVE AGREEMENT SMITHFIELD TEXRAIL STATION LANDBANKING PROJECT This Interlocal Agreement (Agreement or ILA) is made and entered into by and between the Regional Transportation Council (RTC), the North Central Texas Council of Governments (NCTCOG), and the City of North Richland Hills, Texas (CITY), individually referred to as a "Party" or collectively as "Parties". WHEREAS, the City of North Richland Hills, Texas, is a home-rule municipality located in Tarrant County, Texas; and WHEREAS, NCTCOG is a Texas political subdivision and non-profit corporation organized and operating under Texas Local Government Code Chapter 391 as the regional planning commission for the 16-county North Central Texas region and acts as the fiscal agent of the Regional Transportation Council (RTC); and WHEREAS, NCTCOG has been designated as the Metropolitan Planning Organization for the Dallas-Fort Worth Metropolitan Area by the Governor of Texas in accordance with federal law; and, WHEREAS, the RTC, comprised primarily of local elected officials, serves as the policy body of the Metropolitan Planning Organization, and has been and continues to be a forum for cooperative decisions on transportation; and, WHEREAS, the City of North Richland Hills desires to create transit-oriented development surrounding the TEXRail Smithfield station; and, WHEREAS, on December 13, 2018, the RTC approved $2,000,000 in Regional Toll Revenue funds (RTR) to the City of North Richland Hills for land acquisition to be held (i.e., "landbanked") for transit-oriented development at the Smithfield TEXRail station with the City being responsible for $500,000 in local match and any cost overruns; and in return, when the land is "unbanked" the CITY would repay RTC, through NCTCOG, the principal plus a portion of any profit or positive earnings realized on the sale of the land which shall be equal to the pro- rated increase in value of such property when "unbanked," inclusive and net of any fees such as closing costs and commissions; and WHEREAS, on October 22, 2020, NCTCOG's Executive Board authorized an Interlocal Agreement with the City of North Richland Hills for the Transit-Oriented Landbanking Project at the TEXRail Smithfield Station, consistent with the terms and conditions approved by the RTC at its December 13, 2018 meeting; and, WHEREAS, on June 3, 2021, the City of North Richland Hills City Council purchased 3.468 acres consisting of Lots 14, 15, 16R and 17R Block E of the Smithfield Addition for $1,000,000, of which 50% or$500,000, qualifies as the CITY's local match requirement; and WHEREAS, on October 11, 2021 the North Richland Hills City Council approved this ILA and authorized its execution; and, Page 1 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, herein after "the Act," provides authorization for a local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act. NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties agree as follows: Article 1: Term 1.1 The term of this Agreement shall begin on the date the last Party executes and continue until all obligations contemplated herein are completed. 1.2 Termination. Either party reserves the right to terminate this Agreement in whole or in part if the other party breaches this Agreement and fails to cure such breach as provided in this section. Notice of termination must be provided in writing, shall set forth the reasons for termination, and shall provide for a minimum of 30 days to cure such breach or other term as agreed to by the parties. Termination is effective only in the event the party fails to cure the breach within the period stated in the termination notice including any written extensions. Termination may occur prior to the purchase of parcels to be banked as mutually agreed upon by the Parties. Termination after purchase of parcels to be banked shall require parties to follow procedures outlined in Article 11. Article 2: Funding 2.1 On December 18, 2018, the RTC approved $2,000,000 in Regional Toll Revenue Funds (RTR) for the City of North Richland Hills for land acquisition to be held for transit-oriented development Iandbanking purposes at or near the Smithfield TEXRail Station (Smithfield Landbanking Project). The City is responsible for $500,000 in local matching funds, which has been met by the purchase of Lots 14, 15, 16R and 17R Block E of the Smithfield Addition in the amount of$1,000,000. 2.2 The RTC funding approval was conditioned on the City repaying NCTCOG, as RTC's fiscal agent, the principal of $2,000,000 plus RTC's pro-rata share of the increase in value of the land from the initial purchase to the time the City unbanks the land through either a sale to the private sector or kept for public use. Repayment obligations are more fully detailed in Article 11. 2.3 RTC's funding obligation is fully satisfied upon incorporation of the Project in the Statewide Transportation Improvement Program (STIP) and approval by the Federal Highway Administration (FHWA), if required, and the Texas Transportation Commission (TTC). The CITY agrees and acknowledges that it is responsible for entering into an Advance Funding Agreement (AFA) with TxDOT to gain access to the funding allocated by the RTC for the Smithfield Landbanking Project. 2.4 NCTCOG and the RTC agree and acknowledge that nothing in this ILA creates a debt for any purposes under applicable law for the CITY, and any agreements herein should not be construed as a debt for any purposes under applicable law. Page 2 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT 2.5 CITY agrees that once payments are made to NCTCOG, as RTC's fiscal agent, such funds are local funds of NCTCOG and the RTC and may be allocated within RTC's jurisdiction for such purposes determined solely by the RTC. The Parties agree there shall be no requirement for approval or notification to CITY of such allocation by the RTC. Article 3: Scope 3.1 CITY covenants and represents to NCTCOG that the CITY shall implement the Smithfield Landbanking Project within the boundaries identified in Appendix A, consistent with the terms and conditions outlined herein. 3.2 Time of Performance. CITY shall purchase parcels(s) to be banked within five (5) years of execution of the AFA with TxDOT for the RTR funds. Unbanking of such parcels must occur no later than ten (10) years from the purchase of parcel(s). The period of time between when the City purchases such parcel(s) to be banked pursuant to this Agreement and the period of time in which such parcel(s) subject to this Agreement are sold and unbanked, shall be referred to herein as the "Banking Period." 3.3 Closeouts. Closeouts shall occur upon completion of the Landbanking Project and complete receipt of payment and submittal of final closeout reports. Closeout of any or all projects under this Agreement does not invalidate any continuing obligations imposed by this Agreement. Article 4. Purchase of Land/Notice to Proceed 4.1 Notice of Intent to Buy. The CITY shall submit to NCTCOG a Notice of Intent to Buy, which identifies the specific parcel(s) to be purchased. The Notice of Intent to Buy, shall include the following: - A map highlighting the exact parcel(s) to be acquired, detailing location within the boundaries identified in Appendix A. - The county appraisal's tax id number of each parcel to be acquired. - A description of the parcel(s) being acquired, which shall include information on land use, description of any structures located on the property, etc. - Description of the intended ultimate land use of the parcel. - Documentation of the current zoning. - Current photos of the parcel(s). - Information regarding any deed restrictions, utility easements or other regulatory restrictions on the parcel(s). - Disclosure of any pending or threatened litigation or special assessment affecting the property. - Information regarding any known environmental hazards or conditions affecting the property. - Pre-Purchase Appraisal: the most current appraisal of the parcel(s) that is no more than one year old. 4.2 Acquisition Procedures. CITY shall certify to NCTCOG/RTC that the project meets the standards and procedures established by CITY'S governing body for real estate acquisition. The CITY shall provide documentation of those procedures to NCTCOG upon request. Page 3 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT Article 5. Reporting/Eligible Costs/Cost Overruns 5.1 Once a purchase has occurred, the appropriate documentation shall include at a minimum for the parcel(s) subject to this Agreement: - Proof of payment to the landowner; - Proof that any outstanding zoning issues have been resolved; and - Proof that the deed has been filed with the County Clerk's office. 5.2 Cost Overruns. Cost overruns are the sole responsibility of the CITY. NCTCOG is not responsible for any costs other than as outlined herein. 5.3 Eligible Expenses. RTR funds shall only be used for payment of the actual purchase price, associated fees and closing costs of the Smithfield Landbanking Project parcel(s). Article 6. Rights 6.1 Authority. The CITY shall have no authority to act for or on behalf of the NCTCOG. No other authority, power, use, or joint enterprise is granted or implied. The CITY may not incur any debts, obligations, expenses, or liabilities of any kind on behalf of NCTCOG. 6.2 Access. During the Banking Period, the CITY shall permit NCTCOG access to the property in order to ensure compliance with this Agreement. Access shall be provided at reasonable times during normal working hours between 8am — 5pm CST. NCTCOG will notify the CITY of a desire to access the property and arrangements will be made as needed. Article 7. Miscellaneous Provisions. 7.1 Binding Effect. The provisions of this ILA shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. There shall be no third-party beneficiaries of this Agreement. 7.2 Construction and Drafting. The paragraph headings in this ILA are intended for convenience only and shall not be taken into consideration in the construction or interpretation of this ILA. Whenever used herein, unless the context otherwise provides, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all other genders. All Parties have participated in the drafting hereof and accordingly no party shall be given credit therefor in the interpretation of this I LA. 7.3 Partial Invalidity. Any portion of this ILA being declared by law to be invalid shall not invalidate the remaining provisions which shall remain in full force and effect. Page 4 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT 7.4 Merger and Amendment. This instrument constitutes the entire agreement of the Parties with respect to the matters contemplated herein and it may be modified or amended only in writing, signed by all parties hereto and in accordance with the terms hereof. 7.5 No partnerships or Joint Enterprise. It is mutually understood and agreed that this ILA is intended by the Parties to establish only an independent contractual relationship and is not intended to create a partnership or joint venture between any or all Parties. 7.6 Liability. The Parties agree and acknowledge that each Party is not an agent of the other Party and that each Party is responsible for its acts, forbearances, negligence and deeds, and for those of its agents or employees in conjunction with each Party's performance under this ILA. 7.7 Current Revenues and Annual Appropriation. Any obligations made under this ILA shall be from current revenues available to the paying Party as required by Chapter 791, Texas Government Code and is subject to annual appropriations. 7.8 Assignment. No Party may assign its rights or obligations under this ILA, in whole or in part, without first obtaining the prior written consent of the other Party, which consent may not be unreasonably withheld. No assignee or successor may further assign, in whole or in part, its rights and obligations without prior written consent of each Party to this ILA at the time of further assignment. 7.9 Force Majeure. It is expressly understood and agreed by the parties to this Agreement that, if the performance of any provision of this Agreement is delayed by force majeure, defined as reason of war, civil commotion, act of God, governmental restriction, regulation or interference, fire, explosion, hurricane, flood, failure of transportation, court injunction, or any circumstances which are reasonably beyond the control of the party obligated or permitted under the terms of this Agreement to do or perform the same, regardless of whether any such circumstance is similar to any of those enumerated herein, the party so obligated or permitted shall be excused from doing or performing the same during such period of delay, so that the period of time applicable to such requirement shall be extended for a period of time equal to the period of time such party was delayed. Each party must inform the other in writing within reasonable time of the existence of such force majeure. 7.10 Appraisals. All appraisals submitted to NCTCOG must be from an independent state certified general licensed appraiser. Throughout the course of this project, two appraisals will be submitted to NCTCOG by the CITY at the expense of the CITY. a. Pre-Purchase Appraisal, upon City's purchase and banking of the land (Sec. 4.1) b. Final Appraisal, upon City's sale and unbanking of the land (Sec. 11.1) 7.11 Condemnation. No parcel(s) acquisition may be acquired under the threat of condemnation. The RTC will not fund the acquisition of parcels that are acquired from an unwilling seller. Page 5 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT 7.12 Captions. The captions, headings, and arrangements used in this Agreement are for convenience only and shall not in any way affect, limit, amplify, or modify its terms and provisions. 7.13 Disputes and Remedies. The Parties shall negotiate in good faith toward resolving any disputes that arise under this Agreement. If the Parties are unable to resolve a dispute within 60 days of initiating negotiations, then the parties may submit the dispute to non-binding mediation in Tarrant County, with the cost of mediation to be split between the parties. Each party shall be responsible for its own attorney's fees. 7.14 Public Comment Process. Public meeting and public hearing notices regarding the Smithfield Landbanking Project shall be provided to the Project Manager within five (5) days of publication. Meeting minutes, summaries of communication, and copies of written responses to public comments and questions shall be transmitted to the Project Manager within thirty (30) days following the meeting. 7.15 Notice. All notices to either party by the other party required under this Agreement shall be in writing and delivered to the addresses shown below. A copy shall concurrently be provided to the Project Manager, provided on the Agreement Cover Sheet, of the party receiving notice. Either party's point of contact may be modified without requiring an amendment to the contract. NCTCOG Mailing Address: Physical Address: Michael Morris, P.E. Michael Morris, P.E. Transportation Director Transportation Director North Central Texas North Central Texas Council of Governments Council of Governments Transportation Department Transportation Department PO Box 5888 616 Six Flags Drive Arlington, Texas 76005-5888 Arlington, Texas 76011 Telephone No.: (817) 695-9240 Facsimile No.: (817) 640-3028 City of North Richland Hills Mailing Address: Physical Address: Craig Hulse, CEcD Craig Hulse, CEcD Director of Economic Development Director of Economic Development PO Box 820609 4301 City Point Drive North Richland Hills, TX 76182 North Richland Hills, TX 76180 Telephone No.: (817) 427-6091 Telephone No.: (817) 427-6091 Article 8. Banked Land 8.1 Uses of Land. CITY agrees that no permanent structures will be constructed on the parcel(s) subject to this agreement during the Banking Period without prior approval from the NCTCOG. Page 6 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT 8.2 Reporting/Monitoring. CITY agrees to provide to NCTCOG an annual report, in a format provided by the NCTCOG for each year the project is banked. The first report shall be submitted within one year of purchase of parcel(s) to be banked and shall detail the following: - Progress towards unbanking the land. - Use(s) over the past year. - Site photos from the same vantage point of those originally submitted and approved, as required in Section 4.1. - Status report of the repayment schedule, as detailed in Section 5.1. All reports prepared by the CITY shall be submitted to NCTCOG Project Manager or their designee. Article 9. Accessibility and Maintenance of Records. 9.1 The CITY shall maintain a record keeping system for all of its activities, including program records and financial management records, which support and document all expenditures of funds made under this Agreement, in accordance with federal regulations, state rules, and the Interlocal Cooperative Agreement. This section shall not be interpreted to require maintenance of multiple exact duplicate copies of any record or document. 9.2 All records must be maintained for a minimum of four (4) years after PROJECT closeout. In the event that any litigation or claim is still pending before the expiration of the four-year period, these records shall be retained until resolution of the litigation or claim. Subject to applicable confidentiality laws, NCTCOG and their duly authorized agents shall have access to all records that are directly applicable to this agreement for the purpose of making audit(s) examinations. Article 10. Audits or Evaluations 10.1 The CITY shall provide NCTCOG, for its review, a copy of any audit received as a result of CITY policy or audits of federal and state governments relating to the expenditure of grant funds under this Agreement. Such audits shall include or be accompanied by any applicable audit management letter issued and applicable responses to the auditor's findings and recommendations. All audits shall be submitted to NCTCOG within thirty (30) days of receipt of each issued report. 10.2 NCTCOG reserves the right to conduct financial and program monitoring of all awards to the CITY and to perform an audit of all records, related to this Agreement. An audit by NCTCOG may encompass an examination of all financial transactions, all accounts and reports, as well as an evaluation of compliance with the terms and conditions of this Agreement. Page 7 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT Article 11. Unbanking of Land/Repayment to NCTCOG 11.1 CITY shall select from the following unbanking actions and repayment requirements for individual or multiple parcels acquired under this Agreement and attain prior written approval by NCTCOG of the action: a. CITY sells to the Private Sector: The CITY shall provide to NCTCOG the principal plus a share of the increase in value of the land as defined in Section 11.4. This unbanking action is initiated by the sale of the parcel(s). b. Kept for Public Use: The CITY shall provide to NCTCOG the principal plus a share of the increase in value as defined in Section 11.4. The parcel(s) must maintain a public use for a minimum of ten years after repayment is provided to NCTCOG. This unbanking action is initiated by the provision of a notice to NCTCOG by the CITY of the decision to retain the parcel(s) for Public Use. c. Leased to Private Sector: The CITY shall provide to NCTCOG the principal plus a share of the increase in value as defined in Section 11.4. This unbanking action is initiated upon the parcel(s) beginning lease date. d. Walk Away: The CITY shall provide to NCTCOG the principal plus a share of the increase in value as defined in Section 11.4. This unbanking action is initiated by the provision of a notice to NCTCOG by the CITY of the decision to no longer participate in the Landbanking Project. e. Other: An alternative transaction may be agreed upon by both parties. 11.2 The CITY shall provide to NCTCOG at its own expense, a Final Appraisal within 90 days of an unbanking action request, as defined in Section 11.1. The Final Appraisal may be no older than six months from the day received by NCTCOG, unless otherwise mutually agreed. 11.3 The CITY shall return to NCTCOG, at minimum the principal of its investment to the CITY, regardless of final sale or value of the parcel(s) in question. Principal is defined in this Agreement as the amount of RTR funds used for the purchase price up to $2,000,000. 11.4 The CITY agrees that if the value of the land is greater when unbanked than when originally acquired and an increase in value is realized from the transaction of the property, NCTCOG and the CITY shall receive shares equal to their respective contribution of the original investment to purchase the land. An increase in value is defined in this Agreement as the Final Appraised value at the unbanking of the parcel(s) less the Pre-Purchase Appraised value provided to NCTCOG after the original purchase of the property, in which a positive earning is realized. This amount shall be inclusive, and net of, any fees such as closing costs and commissions. Further this amount shall be considered profit on the sale of such property and shall not create a future debt or obligation for the CITY. 11.5 The CITY shall repay NCTCOG monies owed within 90 days of the action that unbanks the identified parcel(s). Page 8 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT Appendices The following appendices are attached and made part of this Agreement. Appendix A: Sustainable Development Area Map Page 9 of 11 Sustainable Development Transportation Land Banking Project INTERLOCAL COOPERATIVE AGREEMENT IN WITNESS HEREOF, the parties have executed this Agreement on the day of 12021. CITY OF NORTH RICHLAND HILLS NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS Mark Hindman R. Michael Eastland City Manager Executive Director Date Date ATTEST: Alicia Richardson, City Secretary/ Chief Governance Officer APPROVED TO FORM AND LEGALITY: Maleshia B. McGinnis, City Attorney Page 10 of 11 Sustainable Development Transportation La k Banking Project 17mmCE COOPERATIVE AGREEMENT APPENDIX A Sustainable Development Area Map \ \ \ \ Page 11¥g DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 STATE OF TEXAS § COUNTY OF TRAVIS § ADVANCE FUNDING AGREEMENT FOR A PROJECT USING FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT— RIGHT OF WAY FOR RAIL FACILITIES (Off State System) THIS AGREEMENT (the Agreement) is between the State of Texas, acting by and through the Texas Department of Transportation (the State), and City of North Richland Hills (Local Government), collectively, the "Parties." WITNESSETH WHEREAS, the State has received money from the North Texas Tollway Authority for the right to develop, finance, design, construct, operate, and maintain the SH 121 toll project from Business SH 121 in Denton County to US 75 in Collin County ("SH 121 payments"); and WHEREAS, pursuant to Transportation Code, 228.006 the State shall authorize the use of surplus revenue of a toll project for a transportation project, highway project, or air quality project within the district of the Texas Department of Transportation in which any part of the toll project is located; pursuant to Transportation Code, §228.012 the State has created a separate subaccount in the state highway fund to hold such money (SH 121 Subaccount), and the State shall hold such money in trust for the benefit of the region in which a project is located, and may assign the responsibility for allocating money in the subaccount to a metropolitan planning organization (MPO); and WHEREAS, in Minute Order 110727, dated October 26, 2006, the Texas Transportation Commission (the "Commission") approved a memorandum of understanding (MOU) with the Regional Transportation Council (RTC), which is the transportation policy council of the North Central Texas Council of Governments (NCTCOG) and a federally designated MPO, concerning in part the administration, sharing, and use of surplus toll revenue in the region; under the MOU the RTC shall select projects to be financed using surplus revenue from a toll project, subject to Commission concurrence; and WHEREAS, the Local Government has requested money from the SH 121 Subaccount for: Land Acquisition for Transit-Oriented Development at TEXRail Station (Project); the RTC has selected the Project to be funded from the SH 121 Subaccount; and the Commission concurred in the selection and authorized the expenditure of money with Minute Order No. 116013, dated April 29, 2021 and RTR Off System Page 1 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 WHEREAS, the Local Government is a political subdivision and governmental entity by statutory definition; and WHEREAS, Government Code, Chapter 791, and Transportation Code, §201.209 authorize the State to contract with municipalities and political subdivisions to perform governmental functions and services; and WHEREAS, NCTCOG and the RTC should have authority to assist the Local Government's implementation of financial reporting and environmental review related to a transportation project funded by the State using money from the SH 121 Subaccount. NOW, THEREFORE, the Parties 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 Project described herein has been completed and accepted by all parties or unless terminated, as hereinafter provided. Article 2. Project Funding The State will pay money to the Local Government from the SH 121 Subaccount in the amounts specified in Attachment A, Payment Provision and Work Responsibilities, which is attached to this agreement. Except as provided in the next succeeding sentence, the payments will begin no later than upon the later of the following: (1) fifteen days after the Legislative Budget Board and the Governor each approve the expenditure, in accordance with Rider 25 of the Texas Department of Transportation bill pattern in Senate Bill 17 87tn Legislature; and (2) thirty days after execution of this Agreement. If Attachment A shows that the RTC has allocated payments to the Local Government for a certain expenditure (e.g. construction) for the Project in a certain fiscal year, then the State will make the payment from the SH 121 Subaccount to the Local Government for such expenditure no later than 30 days after the beginning of the designated Fiscal Year. A Fiscal Year begins on September 1 (for example, the 2013 Fiscal Year began September 1, 2012). Article 3. Separate Account; Interest All funds 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 only for 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 of interest earned will not count towards the 20 percent local match requirement set forth in this Agreement. RTR Off System Page 2 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 Article 4. Shortfalls in Funding The Local Government shall apply all funds to the scope of work of the Project described in Attachment A, Payment Provisions and Work Responsibilities, and to none other. All cost overruns are the responsibility of the Local Government. However, should the funds be insufficient to complete the work contemplated by the Project, the Local Government may make further request to the RTC and the State for additional funds from the SH 121 Subaccount. Funds may be increased only through an amendment of this Agreement. If the SH 121 Subaccount does not contain sufficient funds to cover the balance necessary to complete the Project, or if the RTC or the Commission decline the request for any other reason, then the Local Government shall be responsible for any shortfall. Article 5. Return of Project Funding The Local Government shall reimburse the State for any funds paid under this Agreement that are not expended in accordance with the requirements of this Agreement. Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" document to the State acknowledging the Project's completion. If at project end, or upon termination of this Agreement, excess SH 121 Subaccount funds exist, including interest earned, such funds shall be returned to the State within 30 days. Except for funds the Local Government has already expended in accordance with the Agreement, the Local Government shall return to the State the funds paid under this Agreement together with any interest earned on the funds if the Project is not completed within 10 years of execution of the Agreement. Article 6. Local Match The Local Government shall be responsible for the required 20 percent local match as described in Attachment A, Payment Provisions and Work Responsibilities. The costs incurred by the Local Government prior to the execution of this Agreement will count towards the 20 percent local match requirement provided such costs are for RTC- approved phases as shown in Attachment A. At the end of each Fiscal Year the Local Government's cumulative expenditures of local match funds must be no less than 20 percent of the cumulative SH 121 Funds received by the Local Government up to that date under the Agreement, and must be for the uses approved for payments of SH 121 Funds up to that date as specified in Attachment A, Payment Provision and Work Responsibilities Article 7. Procurement and Contracting Process The State may review the Local Government's procurement of professional services for engineering, surveying, and right of way acquisition, letting of construction contracts, and conduct 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 the project 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 construction management and inspection procedures. RTR Off System Page 3 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 Article 9. Right of Way Except for right of way owned by the State or to be acquired by the State according to the plans of the Project as approved by the State, the Local Government shall acquire all necessary right of way needed for the Project. Right of way acquisition is an eligible cost for reimbursement provided such cost is an RTC-approved phase as shown in Attachment A. Article 10. Utilities The Local Government shall be responsible for the adjustment, removal, or relocation of utility facilities in accordance with State laws and regulations and local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government must obtain advance approval for any variance from established procedures. The RTC-approved costs for utilities as shown in Attachment A, if any, shall be used to adjust, remove, or relocate utility facilities. Article 11. Compliance with Laws, Environmental Review and Public Involvement Each Party shall comply with all federal, state, and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts, administrative bodies or tribunals affecting the performance of this Agreement as applicable to it. When required, the Local Government shall furnish the State with satisfactory proof of compliance. As provided in 43 TAC 2.3(b)(1)(A), the State's environmental review requirements do not apply to the Project because the State is funding the Project solely with money held in a project subaccount created under Transportation Code, Section 228.012. However, the Local Government shall ensure that the project complies with all environmental review and public involvement requirements applicable to the Local Government under State and federal law in connection with the Project. The Local Government shall obtain the opinion of legal counsel showing the Local Government's environmental review and public involvement for the Project complies with state law and regulations, and with local laws, regulations, rules, policies, and procedures applicable to the Local Government. The Local Government shall maintain a copy of the certification in the project files. Article 12. Compliance with Texas Accessibility Standards and ADA The Local Government shall ensure that the plans for and the construction of the Project is in compliance with the Texas Accessibility Standards (TAS) issued by the Texas Department of Licensing and Regulation, under the Architectural Barriers Act, Article 9102, Texas Civil Statutes. The TAS establishes minimum accessibility requirements to be consistent with minimum 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 property interests needed for the Project. Article 14. 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 1560 Certificate of Insurance verifying the existence of coverage in the amounts and types specified on the Certificate of RTR Off System Page 4 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 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 15. Audit Within 120 days of completion of the Project, the Local Government shall perform an audit of the costs of the Project. Any funds due to the State will be promptly paid by the Local Government. Article 16. Maintenance The Local Government shall be responsible for maintenance of the Project. Article 17. Responsibilities of the Parties a. 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. b. To the extent permitted by law, the Local Government agrees to indemnify and save harmless the State, its agents and employees from all suits, actions or claims and from all liability and damages resulting from any and all injuries or damages sustained by any person or property in consequence of any neglect, error, or omission in the performance of the design, construction, maintenance or operation of the Project by the Local Government, its contractor(s), subcontractor(s), agents and employees, and from any claims or amounts arising or recovered under the "Workers' Compensation laws"; the Texas Tort Claims Act, Chapter 101, Texas Civil Practice and Remedies Code; or any other applicable laws or regulations, all as from time to time may be amended. c. The Parties expressly agree that the Project is not a joint venture or enterprise. However, if a court should find that the Parties are engaged in a joint venture or enterprise, then the Local Government, to the extent provided by law, agrees to pay any liability adjudicated against the State for acts and deeds of the Local Government, its employees or agents during the performance of the Project. d. To the extent provided by law, the Local Government shall also indemnify and save harmless the State from any and all expense, including, but not limited to, attorney's fees which may be incurred by the State in litigation or otherwise resisting said claim or liabilities which may be imposed on the State as a result of such activities by the Local Government, its agents, or employees. Article 18. Notices All notices to either party by the other required under this Agreement shall be delivered personally or sent by certified or U.S. mail, postage prepaid or sent by electronic mail, (electronic notice being permitted to the extent permitted by law but only after a separate written consent of the parties), addressed to such party at the following addresses: RTR Off System Page 5 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 Local Government: State: City of North Richland Hills Texas Department of Transportation Attn: City Manager Attn: Director of Contract Services 4301 City Point Drive 125 East 11t" Street North Richland Hills, Texas 76180 Austin, Texas 78701 All notices shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party may change the above address by sending written notice of the change to the other party. Either party may request in writing that such notices shall be delivered personally or by certified U.S. mail and such request shall be honored and carried out by the other party. Article 19. Right of Access If the Local Government is the owner or otherwise controls access to any part of site of the Project, the Local Government shall permit the State or its authorized representative access to the site to perform any activities authorized in this Agreement. Article 20. Project 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 by the Local Government shall be made available to the State without restriction or limitation on their further use. All documents produced or approved or otherwise created by the Local Government shall be transmitted to the State in the form of photocopy reproduction as required by the State. The originals shall remain the property of the Local Government. 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 21. Inspection of Books and Records The Local Government shall keep a complete and accurate record to document the performance of the work on the Project and to expedite any audit that might be conducted. The Local Government shall maintain records sufficient to document that funds provided under the Agreement were expended only for eligible costs that were incurred in accordance with all applicable state and local laws, rules, policies, and procedures, and in accordance with all applicable provisions of this Agreement. The Local Government shall maintain all books, documents, papers, accounting records and other documentation relating to costs incurred under this Agreement and shall make such materials available to the State for review and inspection during the contract period and for four (4) years from the date of completion 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 records that are directly applicable to this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions. Article 22. NCTCOG Acceptance of funds directly under the Agreement or indirectly through a subcontract RTR Off System Page 6 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 under the Agreement acts as acceptance of the authority of NCTCOG and RTC to assist the Local Government's implementation of financial reporting and environmental review concerning the Project. The Local Government shall provide to NCTCOG on a monthly basis a report of expenses, including the Local Government's expenditure of local match funds. The report shall list separately the expenditures by project phase as shown in Attachment A, including but not limited to engineering, environmental review, right of way acquisition, and construction. The report shall also describe interest earned on money from the SH 121 Subaccount, including the interest rate, interest earned during the month, and cumulative interest earned. The report shall further describe the status of developing the Project. Not less than 60 days before the environmental review document is submitted to the governing body of the Local Government for final approval, the Local Government shall submit the document to NCTCOG for review and comment. NCTCOG may provide the Local Government technical assistance on the environmental review of the Project as mutually agreed between NCTCOG and the Local Government. Article 23. State Auditor The state auditor may conduct an audit or investigation of any entity receiving funds from the State directly under the Agreement or indirectly through a subcontract under the Agreement. Acceptance of funds directly under the 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. Article 24. Amendments By mutual written consent of the Parties, this contract may be amended prior to its expiration. Article 25. Termination The Agreement may be terminated in the following manner: a. By mutual written agreement and consent of both parties; b. By either party upon the failure of the other party to fulfill the obligations set forth herein, after a 45-day period to cure after receiving written notice of non- compliance; c. By the State if the Local Government does not let the construction contract for the Project within one year after the State first provides 121 Funds for construction as shown in Attachment A, Payment Provision and Work Responsibilities; d. By the State if the Local Government does not complete the Project within ten years after the effective date of the Agreement. Article 26. Work by Debarred Person The Local Government shall not contract with any person that is suspended, debarred, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any federal agency or that is debarred or suspended by the State. Article 27. Sole Agreement The Agreement constitutes the sole and only agreement between the parties and RTR Off System Page 7 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 supersedes any prior understandings or written or oral agreements respecting the Agreement's subject matter. Article 28. 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. The Local Government may assign its interests under the Agreement only with the written approval of the State. Article 29. Remedies The Agreement shall not be considered as specifying an exclusive remedy for a breach of the Agreement. All remedies existing at law or in equity are available to either Party and are cumulative. Article 30. Legal Construction If a provision of the Agreement shall be held invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect any other provision, and the Agreement shall be construed as if it did not contain the invalid, illegal or unenforceable provision. Article 31. 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. RTR Off System Page 8 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 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. 1DocuSigned by: By �&Wakf Date 9/20/2021 Kenneth Stewart n Director of Contract Services THE LOCAL GOVERNMENT City of North Richland Hills LDOGUS�� igned by; By Rlvkj*atDate 9/17/2021 Mark Hindman City Manager RTR Off System Page 9 of 9 Revised 4/24/2013 DocuSign Envelope ID:C62EE094-12A3-46D6-A18D-C1C75066684C CSJ: 0902-90-168 PROJECT: Right of Way only for the Construction of Rail Facilities District: 02-Fort Worth Code Chart: 30500 ATTACHMENT A Payment Provision and Work Responsibilities For CSJ# 0902-90-168, the State will pay $2,000,000.00 from the SH 121 Subaccount for Land Acquisition for Transit-Oriented Development at TEXRail Station. In accordance with the allocation of funds approved by the RTC, and concurred with by the Texas Transportation Commission, the State will make the payments for the following work in the following Fiscal Years: Fiscal Expenditure Year Preliminary Right of Way Utilities Construction Engineering Acquisition 2021 1 1 $2,000,000 The Local Government shall contribute a required local match of $500,000.00, which is satisfied by the Local Government's purchase on June 3, 2021, of 3.468 acres consisting of Lots 14, 15, 16R and 17R Block E of the Smithfield Addition for $1,000,000.00, of which 50% or$500,000.00, qualifies as the local match. Upon completion of the Project, the Local Government will issue a signed "Notification of Completion" document to the State. The notice shall certify that the Project has been completed, all necessary inspections have been conducted, and the Project is open to traffic. Attachment A Page 1 of 1 "I r*4w NOLa`C`H KIC"HLAND HILLS CITY COUNCIL MEMORANDUM FROM: The Office of the City Manager DATE: October 11, 2021 SUBJECT: Announcements PRESENTER: GENERAL DESCRIPTION: At each Council meeting a member of the governing body announces upcoming events in the City and recognizes an employee that exemplifies the City's core values. Announcements: Join us on Tuesday, Oct. 12, for our final `Round the Town bicycle ride of the year. The ride will begin at 6.00 p.m. at Cross Timbers Park. Please visit the city's website or contact the Parks Department for more information. The NRH Library is hosting the Mid-Cities Teen Book Fest this Friday and Saturday, Oct. 15 and 16. There will be virtual workshops on Friday and in-person activities on Saturday. Admission is free. You can view the schedule and get more information about participating authors on the library's website. Early voting for the Nov. 2 state and county elections begins next Monday, Oct. 18 and continues through Oct. 29. Voters can cast their ballot at the Dan Echols Center in NRH, the Tarrant County Courthouse in Hurst or another polling location in Tarrant County. Visit Tarrant County's website for the early voting schedule and locations, and to see the sample ballot. Kudos Korner: Every Council Meeting, we spotlight our employees for the great things they do. Tonight we recognize: Carrie White in the Police Department — Assistant Chief Carrie White and her team have received many comments of appreciation for their roles in developing the Women of Law Enforcement Conference. From its humble beginnings of welcoming just over 100 women in 2014, this year the eighth annual conference has proudly grown to support over 450 attendees. The North Richland Hills Police Department is proud of Assistant Chief White and the many department members who worked tirelessly to ensure the event was a great success.