COURT ORDER - Dallas County ORDER ORDER NO: ~ _____ _ DATE: November 13, 2012 STA TE OF TEXAS COUNTY OF DALLAS BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas

COURT ORDER

ORDER NO: ~ ______ _

DATE: November 13, 2012

STA TE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas held on the

__ -'1"3"t,,h'--____ day of ____ -"N"o"'v~e"'m"'b"'e""r ____________ , 2012 on motion made by

nt. Elba Garcia, Commissioner of District 114 , and seconded by

Maurine Dickey, Commissioner of District III , the following order was adopted:

WHEREAS, the Dallas County Commissioners Court approved the Official Dallas County Investment Policy for 20 12 in Court Order number 20 II 20 II, on November 22, 20 II, and

WHEREAS, in accordance with State Law, the County Treasurer has performed an annual review of the Dallas County Investment Policy, as well as all Dallas County Financial Brokerage Firms under Contract, and

WHEREAS, the County Treasurer has proposed no ehanges to the Dallas County Investment Policy as rellected by the attached letter dated October 31, 2012, and

WHEREAS, the County Treasurer's recommendation to continue to include the official list of authorized Investment Brokers, Banks and Local Govcrnment Investment Pools reviewed and concurred by the Dallas County Financial Review Committee and briefed to the Dallas County Commissioners Court, and

WHEREAS, adoption of the recommended Investment Policies and approval of the 2013 listing of approved Investment Brokers, Banks and Local Government Investment Pools supports implementation of Vision 1.3 and 1.4 promoting interagency partnership and providing sound, financially responsible and accountable governance.

IT IS HEREBY ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners Court that it does hereby adopt the attached Dallas County Investment Policy, as developed by the County Treasurer and approved by the Dallas County Financial Review Committee, as the Official Dallas County Investment Policy, effective November 13, 2012.

FURTHER, IT IS HEREBY ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners Court that it does hereby adopt the County Treasurer's review of Brokerage Firms, as also adopted by the Dallas County Financial Review Committee, and attached to this Court Order; hereby authorizes the 2013 Brokerage Firms, Banks and Local Government Investment Pools (LGIP) as rellected on the attachment to this Court Order.

DONE IN OPEN COURT this 13th day of Novel

JOE WELLS COUNTY TREASURER

Honorable Commissioners Court Administration Building - 20d Floor 411 Elm Street Dallas, Texas 75202

Dear Members of the Court:

October 31,2012

The Dallas County Financial Review Committee has reviewed the recommendations of the County Treasurer to continue recommended Brokerage Firms and Local Government Investment Pools on the Official Brokerage List with no changes, and maintain the Dallas County Investment Policy for 2013 with no change and hereby endorses said proposals for formal action of the Commissioner's Court.

Cordially,

DALLAS COUNTY FINANCIAL REVIEW COMMITTE!;: l /ji

J1~~ ())}jlQl / --=---l_l'-fr·~ H.=---~ Ceunty Treasurer Coun· 1 ge Jql YeUs, Chairman Clay Lq J¢nkins

/

Maurine Commissioner, Dist. 1

Ryan Brown

Z~a~J;~ Teresa Guerra Snelson Civil Division Chief

509 MAIN STREET ]03 RECORDS BUILDING

Virtl a Porter Coun y Auditor

ABSENT Darryl Martin Comm. Court Administrator

DALLAS, TEXAS 75202 • (214) 653-7321 • [email protected]

CFlmFlHJ COIlNTY l1iEASUIlER (e'en • c /,IU'lNI,j) INilES/MENTOFFleER (("10)

DALLAS COUNTY TREASURER

FINANCIAL BROKERAGE FIRMS AND BANKS

2013

Bank of America, N.A.

Cantor Fitzgerald

Coastal Securities, L.P.

Stifel Nicolaus & Co.

Raymond James and Associates

Wells Fargo Brokerage Securities, LLC

FTN Financial Group A division of First Tennessee Bank National Association

Local Government Investment Pools TexPool

TexPool Prime

509 MAIN STREET • 303 RECORDS BUILDING • DALLAS, TEXAS 75202 • (214) 653~7321 • .lcwe!1s@dallascounty,org

('MITIH/;,!) CQUNfY)'JI.I'/iSURFR ((:cn • C FIITIFIED IN'VESIMFNT OI'I'ICI,R (c/o;

DALLAS COUNTY INVESTMENT POLICY

I. OBJECTIVES

The Objectives of the Dallas County Investment Policy shall be:

yield: The primary objectives, in priority order, of investment activities shall be safety, liquidity and

1. Safety Safety of principal is the foremost objectivc of the investment activity. Investments

shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk.

2. Liquidity The investment portfolio shall remain sufficicntly liquid to meet all operating

requirements that may be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrent with cash needs or by investing in securities with active secondary or resal e markets. A portion of the portfolio also may be placed in money market mutual funds or local government investment pools that offer same-day liquidity for short-term funds.

3. Yield The investment portfolio shall be designed with the objective of attaining a market rate of

return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. Return on investment is of secondary importance compared to the safety and liquidity objectives described above. Securities shall be purchased with the expectation that they may be held until maturity. However, securities may be sold prior to maturity:

• To minimize loss of principal • To improve the quality, yield, or target duration of the portfolio • To meet liquidity needs

II. STANDARD OF CARE

Dallas County investments shall be made with the judgement and care, under prevailing circumstances, that a prudent pl,rson would exercise in the management of the person's own affairs. Safety shall be the. first priority, adequate liquidity the second, and yield the third priority. Individual investments shall be made in a manner consistent with this Policy. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of Dallas County.

III. INVESTMENT STRATEGY

Dallas County maintains portfolios which utilize four specific investment strategy considerations designed to address the unique characteristics of the fund groups represented in the portfolios.

General Operating Funds

Dallas County's investmcnt strategy for General Operating Funds shall be made to ensure that anticipated cash flows arc matched with adequate investment liquidity.

COPYRIGHT 8 Dallas County Treasurer, 2008

Bond Operating Funds

Dallas County shall utilize an investment policy for Bond Operating Funds to generate a dependable revenue stream for the appropriate debt service funds consistent with the Dallas County Investment Policy and State law.

Debt Service Funds

Dallas County shall utilize as the primary objective for the investment of Debt Service Funds adequate liquidity to cover the debt service obligation of Dallas County on required payment dates. Investments shall not have a stated final maturity date which exceeds the appropriate debt service payment date.

Special and Trust Funds

Dallas County shall invest Special and Trust Funds in accordance with State law and the Dallas County Investment Policy to the maximum ability that such investments may benefit Dallas County directly, or utilize said funds in a method that such funds may benefit Dallas County indirectly.

General Strategy

Dallas County's investment portfolio shall consist of a variety of securities which may include any or all of the authorized investments listed in Section VI!., Authorized Investments, of this Policy.

It shall be the general practice of Dallas County to utilize an investment strategy based on Section II, Standard of Care, of this Policy, which also defines yield objectives, as well as Section 2256.006, Government Codc, and shall participate in a daily auction of funds for investment through contracted financial brokers and/or banks to the highest and best bidder or invest funds directly with the Depository Bank and expect that all related collateral confirmations thereto are confirmed and received within the required time frames. Dallas County shall in general be conservative in its investment programs consistent with Section VIII. Investment Implementation,

of this Policy as administered by a qualified, capable investment staff in the County Treasurers Office. AI.l investments shall be collateralized at a minimum of 102% of pal' value.

It is Dallas County's intent to hold purchased securities to the stated maturity date and to have invested in such a manner to insure both the safety and liquidity of such transaction. In the event, however, the need arises to sell securities before the stated maturity date, said securities shall be analyzed to determine the appropriate time to liquidate said securities and minimize any potential real or book value loss to Dallas County.

The Dallas County Investment Portfolio shall not exceed a Weighted Average Maturity Life of two years for the entire Investment Portfolio.

IV. DEPOSIT OF FUNDS

All funds received by Officials of Dallas County shall be officially deposited with the County Treasurer upon receipt or the next day after receipt and in accordance with prescribed policy and procedure; however, without exception, all funds shall be deposited within seven (7) days from the date of collection by said officer, in accordance with State Law.

V. INVESTMENT OFFICER

As chief custodian of Dallas County funds, the County Treasurer of Dallas County shall be the Investment Officer for Dallas County funds.

Should at any time the County Treasurer have a personal business relationship with a business organization offering to engage in an investment transaction with Dallas County, the County Treasurer will file a Disclosing Statement with the Texas Ethics Commission and the Dallas County Commissioners Court. Further, the County Treasurer shall comply with the Public Funds Investment Act, 74th Texas Legislature, 1995, amended, 75th Texas Legislature, 1997, as pertaining to investments and personal relationships with such business organizations.

Dallas County Treasurer Dcputics authorized to make investment transactions on behalf of the Dallas County Treasurer who have a personal business relationship with a business organization offering to engage in an investment transaction with Dallas County shall file a Disclosing Statement with the Dallas County Treasurer.

It is understood at all times that the control and general fiduciary responsibility of Dallas County funds is vested in the Commissioners Court of Dallas County and said right of investment or management is extended by the Commissioners Court to the County Treasurer in its behalf.

VI. INVESTMENT AUTHORIZATION

In order to allow the maximum Ilexibility for the investment of Dallas County funds, the Dallas County Commissioners Court extends to the County Treasurer, and his authorized Deputies, full authority for the investment of Dallas County funds between meetings of the Commissioners Court, official approval of which shall be made by said Court in Court Order form at the next official meeting of the Commissioners Court.

The County Treasurer is hereby authorized to utilize internal and external electronic wire transfer investments or Dallas County checks for between Court investment transactions and to release same as required.

VII. AUTHORIZED INVESTMENTS

In accordance with authorizing Federal and State Laws, Dallas County's Depository Contract, and appropriate approved collateral provisions, Dallas County may utilize the following methods for the investment of Dallas County funds:

1. Obligations of the United States or its agencies and instrumentalities.

2. Direct obligations of the State of Texas or its agencies and instrumentalities.

3. Collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States.

4. Other obligations, the principal of and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States or their respectivc agencies and instrumentalities.

5. Obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investmcnt quality by a nationally recognized investment rating firm not less than A or its equivalent. However, in accordance with the provisions of Section 2256.009(b) Government Code, the following arc not authorized investments under this section:

a. Obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal.

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b. Obligations whose paymcnt represcnts the principal stream of cash flow from the underlying mOI·tgage-backed security collatcral and bears no interest.

c. Collateralized mortgage obligations that have a stated final maturity date of greater than 10 years.

d. Collateralized mortgage obligations, the interest rate of which is determined by an index that adjusts opposite to the changes in a market index.

6. Certificates of deposit issued by a bank, a savings and loan association, or a savings bank organized under the laws of this state, another state, or fcderallaw that has its main office or branch office in this state which is guaranteed or insured by the Federal Deposit Insurance Corporation, or its successor; or secured by obligations described in Section 2256.009(a), Government Code, including mortgage-backed securities directly issued by, a federal agency or instrumcntality that havc a market valuc of not less than the principal amount of the certificates, but excluding those mortgage-backed securities of the nature described by Section 2256.009(b) Government Codc; or secured in any other manner and amount provided by law for deposits of the investing entity.

7. Fully collateralized repurchase agreements authorized under Section 2256.011, Government Code, if the repurchase agreement has a defined termination date; is secured by obligations described by Sections 2256.009(a)(I); and requires the securities being purchased by the entity to be pledged to the entity, held in the entity's name, and deposited at the time the investment is made with the entity or with a third party selected and approved by the entity; and is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State of Texas. "Repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date, obligations described by Section 2256.009(11)(1) at a marl{ct value at the time the funds arc dispersed of not less than the principal amount of' the funds dispersed. The term includes a direct security repurchase agreement and reverse security repurchase agreement. Not withstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement.

8. Bankers' acceptances, lire an authorized investment under SUbchapter 2256.012 Government Code, which has a stated maturity of 270 days or fewer from the date of its issuance; will be, in accordance with its terms, liquidated in full at maturity; is eligible for collateral for borrowing from a Federal Reserve Bank; is accepted by a bank organized and existing under the laws ofthe United States or any state, if the short-term obligations

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of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1+ or 1'-1 or an equivalent rating of at least one nationally recognized credit rating agency. Such transactions shall not exceed 5% of the total Dallas County Investment Portfolio, and all such endorsing banks shall come only from a list of entities who arc constantly monitored as to financial solvency.

9. Commercial Paper with a stated maturity of 270 days or fewer from the date of its issuance; which is rated not less than A-l+ or 1'-1 or an equivalent rating by at least two nationally recognized credit rating agencies, or one nationally recognized credit rating agency and is fnlly secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state and all such providers of letters of credit shall come only from a list of entities who are constantly monitored as to financial solvency. Commercial Paper shall not generally exceed 30% ofthe total Dallas County Investment Portfolio. To avoid a forced liquidation of securities, such transactions may only exceed 30'Yo of the total Portfolio for II period of not more than ten consecutive business days, the total of which shall not exceed 35°/., of the total portfolio. Not more than 5% of the total Portfolio shall be in anyone issuer name and not more than 10% of the total Portfolio shall mature on any given day.

10. No-load money market mutual funds regulated by the Securities and Exchange Commission which have a dollar-weighted average stated maturity of 90 days or fewer and includes in its investment objectives the maintenance of a stable net asset value of $1 for each share. Dallas County is not authorized to invest in the aggregate more than 15% of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in money market mutual funds as herein set forth above; invest any portion of bond proceeds, reserves and funds held for debt service, iu money market mutual funds herein described above; or invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in anyone money market mutual fund as herein set out above in an amount that exceeds 10% of the total assets of the mutual fund.

11. Dallas County may invest its funds and funds under its control through an eligible investment pool if the Commissioners Court by official Court Order authorizes investment in the particular pool. An investment pool shall invest the funds it receives from entities in authorized investments permitted by State Statutes by providing at a minimum the following information:

a. The types of investments in which money is allowed to be invested b. The maximum average dollar-weighted maturity allowed, based on the stated maturity

date, of the pool· c. The maximum stated maturity date any investment security within the portfolio has d. The objectives of the pool e. The size of the pool

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f. The names of the members of the advisory board of the pool and the dates their terms expire

g. The custodian bank that will safe keep the pool's assets h. Whether the intent of the pool is to maintain a net asset value of $1 and the risk of

market price fluctuation I. Whether the only source of payment is the assets of the pool at market value or whether

there is a secondary source of payment, such liS insurance or guarantees, and a descriptiou of the secoudary source of payment

j. The name and address of the independent auditor of the pool k. The requirements to be satisfied for an entity to deposit funds in and withdraw funds

from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool

I. The performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios.

To be eligible to receive funds from and investments on behalf of Dallas County, an investment pool must be rated no lower than AAA or AAA-m or at an equivalent rating of at least one nationally recognized rating service. To maintain eligibility to receive funds from and invest funds on behalf of an entity, an investment pool must furnish to the investment officer:

A. Investment transaction confirmations

B. A monthly report that contains, at a minimum, the following information:

1. The types and percentage breal,down of securities in which the pool has invested 2. The current average dollar-weighted maturity, based on the stated maturity date, of

the pool 3. The current percentage of the pool's portfolio in investments that have stated

maturities more than one year 4. The book value verses the market value of the pool's portfolio, using amortized cost

valuation 5. The size of the pool 6. The number of participants in the pool 7. The custodian bank that is safekeeping the assets of the pool 8. A listing of daily transaction activity of the entity participating in the pool 9. The yield and expense ratio of the pool 10. The portfolio managers of the pool 11. Any changes or addenda to the offering circular

An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds.

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For purposes of investment in an investment pool "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission.

VIfI. INVESTMENT IMPLEMENTATION

The County Treasurer may solicit bids for investment of funds from contracted financial brokers and/ or banks in writing, electronically, or by any combination of these methods. Such bids will be solicited from not less than three contracted financilll brokers and/or banks for each investment bid.

Dallas County Funds will generally be placed for investment periods not to exceed two (2) years. However, as deemed prudent and consistent with the Dallas County Investment policy, the County Treasurer may place investments for a period not to exceed five (5) years. Funds placed for investment for longer than two(2) years shall be upon consultation between the County Treasurer and County Judge or a representative of the Commissioners Court and appropriately entered in the record of the Dallas County Commissioners Court. A report of all investments, made since the last regular meeting of the Court, will be presented for each regular meeting of the Dallas County Commissioners Court, for review, acknowledgment, and approval by the Commissioners Court.

Dallas County Funds will be invested within the Depository Bank, with contracted financial brokers and/or banks, or from time to time in other sources as authorized in this Policy, utilizing a Controlled Disbursement Investment l>rogram, or a similar cash management program in the County Treasurers Office to maximize interest yield on Dallas County funds, while insuring financial security, with funds becoming available as needed to meet the financial needs of Dallas County.

County and District Clerk Trust Funds, Justice of the Peaee and Constable Special Funds, and certain Community Supervision and Corrections Funds shall be maintained at the Depository Bank for the life of the Depository Contract, unless othenvise ordered by official Court Order, as earnings credits and compensating balances for Dallas County.

At the expiration of the designated number of days of Dallas County investments, said funds shall be returned to their designated Dallas County Fund, unless otherwise instructed by official Court Order or as required for immediate re-investment of said same Funds.

IX. INVESTMENT INSTITUTIONS

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The County Treasurer is authorized to utilize the following institutions or groups to facilitate the investment of Dallas County funds, consistent with Federal and State Law and Dallas County's Bank Depository Contract:

1. Depository Bank 2. Other Banks, savings and loan associations, or savings banks 3. Contracted Securities and Investment Firms 4. Local, State, and Governmental units S. Public Funds Investment Pools based in the State of Texas

The County Treasurer is authorized to place investment orders on an "as needed" basis with financial brokerage firms, banks, or contractors with which Dallas County maintains a current written Contract, authorized by Commissioners Court Order, and consistent with the Investment Policy of Dallas County.

Dallas County may usc a Request for Proposal (RFI') method of securing the services of Dallas County and/or Texas based securities and investment firms to serve as contracted financial brokers and/or banks for Dallas County or may negotiate a contract for such services if recommended by the Dallas County Financial Review Committee and approved by the Commissioners Court. Dallas County will from time to time add or delete such firms, to further seek to enhance Dallas County's financial position, as qualified firms become known to and are recommended by the Dallas County Financial Review Committee. All firms selected as financial brokers and/or banks for Dallas County shall sign an officially approved Dallas County Contractual Agreement which must be officially approved by the Dallas County District Attorney and Dallas County Commissioners Court and comply with the Dallas County Investment Policy and State Law.

At least annually, the County Treasurer shall review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with Dallas County, submit same to the Dallas County Financial Review Committee for recommendation for approval by the Dallas County Commissiouers Court.

A written copy of the Dallas County Investment Policy shall be presented to any Investment Institution as defined under Section IX of this Policy, which offers to engage in an investment transaction with Dallas County. In accordance with State Law, the qualified representative, i.e., a person who holds a position with a business organization, who is authorized to act on behalf of the business organization as sct forth in State Law, of the Investment Institution seeking to do business with Dallas County shall execute a written instrumeut which shall indicate that the qualified representative has:

1. Received and reviewed the Dallas County Investment Policy; and

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2. Acknowledges in writing as prescribed by Dallas Connty that the Investment Institution has implemented reasonable procednres and controls in an effort to preclude investment transactions conducted between Dallas County and the Investment Institution that are not authorized by Dallas County's Investment Policy, except to the extent that this authorization is dependent on an analysis of the make up of Dallas County's entire portfolio or requires an interpretation of subjective investment standards.

The County Treasurer of Dallas County may not acquire or otherwise obtain any authorized investment described in the Dallas County Investment Policy from a person who has not delivered to Dallas County the instrument required, as set forth herein above.

Financial brokers or banks contracted to do business with Dallas County, or seeking to do business with Dallas County, shall not offer or give any gift, service, or thing of value, or future promise of a gift, service, or thing of value to lilly authorized Dallas County personnel in connection with the conduct of any Dallas County business.

X. METHODS OF INVESTMENT

Internal Investments

The County Treasurer is authorized to internally electronically wire transfer funds for Dallas County investments from currently established funds, plus any newly established Dallas County Funds, within the Depository Bank.

The County Treasurer is authorized to utilize au internal electronic banking system for the investment of such funds by means of an Automated Clearing House (ACH) program, Customer Direct Access (CDA) program, Customer Direct Link (CDL) program, or similar program, or Dallas County chccl{s, with the Depository Bank.

The purpose of the internal electronic wire transfer banking system shall be to allow the County Treasurer to enhance the time frame for investments, for elimination of checks to make investments of funds within Dallas County accounts, lind to return funds to primary Dallas County accounts.

The County Trcasurer is authorized to internally electronically wire transfer and credit principal, plus interest earnings, to Dallas County Funds currently established, plus any newly established Dallas County Funds, as such investments maturc.

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External Investments

The County Treasurer is authorized to utilize an electronic wire transfer program, i.e., Automated Clearing House (ACH), Fed Wire System, or other officially approved wire transfer program to disburse funds for investments from the Dallas County Depository Bank to authorized Investment Institutions as set forth in Section IX of this Policy and in accordance with State Law. Such program shall be operated under guidelines and controls established and mutually agreeable between the County Auditor and County Treasurer. Properly approved Dallas County checks may also be utilized for such investments if required.

The County Treasurer is further authorized to accept electronic wire transfer of all Dallas County investments, including principal and interest, as such investments mature, for the proper internal disbursement to Dallas County Funds.

XI. AUTHORIZED COLLATERAL AND COLLATERAL PROCEDURES

The Dallas County Commissioners Court shall select the form of securities pledge contract or surety bond used to secure Dallas County funds. Addition, withdrawal, or substitution of collateral for Dallas County funds shall be subject to the official approval ofthe Dallas County Commissioners Court.

The County Treasurer is authorized to add, substitute, or withdraw collateral on a daily basis as needed to fully colla teralize Dallas County assets, with formal approval of such actions to take place at the next official meeting of the Commissioners Court.

The investment of any Dallas County funds shall be collateralized, consistent with Federal and State Law, Dallas County's Bank Depository Contract, and the Dallas County Investment Policy, without exception, in onc or more of the following manners:

1. A Direct Obligation of the United States. 2. An Obligation that in the opinion of the Attorney General of the United States is a general

obligation of the United Statcs and backed by its full faith and credit. 3. An Obligation, the principal of and interest of which arc unconditionally guaranteed by the

United States. 4. An Obligation of an Agency or Instrumentality of the United States, including a mortgage

backed security of the agency or instrumentality; however, obligations of the nature described in Section 2256.009(b), Government Code, shall not be eligible for use as collateral for any Dallas County Funds.

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5. A general or special obligation issued by a public agency, payable from taxes, revenues, or a combination of taxes and revenues that has been rated as to investment quality by a nationally recognized rating agency that has a current rating of not less than A or its equivalent.

6. Any security in which a public entity may invest under the Public Funds Investment Act of 1995.

XII. LEVEL OF COLLATERAL

The total of the face value of the surety bonds and the market value of the Investment Security securing the deposits of public funds for Dallas County shall be in an amount at least equal to 102% of the amount of the deposits of public funds increased by the amount of any accrued interest and reduced to the extent that the deposits arc insured by an agency or instrumentality of the United States Government. The County Treasurer will maintain a monitoring program to establish the market value of such collateral, as best available, for the security of Dallas County funds.

XIII. POSSESSION OF COLLATERAL

All Dallas County invcstmcnts shall be made solely on the basis of delivery versus payment.

All Securities or surety bonds pledged to secure deposits of Dallas County funds shall be held at the Federal Reserve Bank of Dallas for investments made directly through the Bank Depository Contract and with a third-party custodian as directed by the Dallas County Commissioners Court through the Dallas County Treasurer, for investments made with a financial broker and/or bank (other than the Depository Bank) or eligible investment pool. Delivery of collateral shall be made to the Federal Reserve Bank of Dallas not later than I :30 P.M. Dallas time. Delivery of collateral by a broker and/or bank, or eligible investment pool shall be made to the third party custodian not later than I :00 P.M. Dallas time on the same day of a trade. Letters of Credit placed for an Investment Pool shall be piliced as directed by the County Treasurer and remain domiciled until withdrawn by official notification of the County Treasurer.

The Federal Reserve Bank of Dallas and all other custodians so authorized by the Dallas County Commissioners Court shall immediately provide a receipt of the securities and/or surety bonds to the County Treasurer on behalf of the Commissioners Court evidencing the deposit of said securities and/or surety bonds. When the pledged securities and/or surety bonds held by the Federal Reserve Bank of Dallas, or other custodians arc deposited, the permitted institution may apply book entry procedures to the securities. The records of the permitted institution shall at all times reflect the name of the custodian depositing the pledged securities. The trust receipts that

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the Federal Reserve Bank of Dallas, or other custodians, issue to Dallas County through the County Treasurer shall indicate that the custodian has deposited with the permitted institution the pledged securities and/or surety bonds held in trust for the Depository Bank pledging the securities.

All participants in the investment or holding of collateral for Dallas County investments must provide the County Treasurer with a notification of confirmation of trade and safekeeping of collateral on the same day of the transaction, without exception.

Dallas County's Depository Bank shall not hold collateral for Dallas County investments made at or through said institution.

XIV. INVESTMENT REPORTING AND AUDITING

Not less than quarterly the County Treasurer shall prepare and submit to the Commissioners Court a writtcn report of Dallas County's investment transactions for the preceding reporting period, in addition to other information that may be I'cquired by Dallas County. The report shall contain:

1. A detail of thc investment position of Dallas County on the date of the report. 2. A summary statement of each pooled fund group that states the beginning market value for

the reporting period, additions and changes to the market value during the period, and the ending market value for the period.

3. The book value and market value of each separately invested asset at the beginning and end of thc rcporting pcriod by the type of asset and fund type invested.

4. The maturity datc of cach separately invested asset that has a maturity date.

5. The account or fund or poolcd group fund of Dallas County from which each individual investment was acquired.

6. Compliancc of the Dallas County Investment Portfolio as it relates to the investment strategy expressed in Section III, Investment Strategy, ofthis Policy, as well as other relevant provisions of the Policy.

The report shall be signed by the County Treasurer of Dallas County.

The reporting of Dallas County investments shall be in compliance with Statement No. 31 and Statement No. 40 of the Governmental Accounting Standards Board.

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Dallas County shall have performed as a part of its Annual Independent Audit a review of the reports of investments and adherence to Dallas County's established investment policies. The results of the review shall be reported to the Dallas County Commissioners Court by the Independent Auditor.

XV. FINANCIAL TRAINING

The County Treasurer (Investment Officer) must successfully complete in each 12-month period at least 20 hours of continuing education in the performance of the duties of county treasurer from independent sources such as the Institute of County Government, Texas A&M University; Texas Association of Counties; National Association of County Treasurers and Finance Officers; and such other financial groups or organizations that provide officially recognized financial investment training.

XVI. DALLAS COUNTY ~FINANCIAL REVIEW COMMITTEE

There shall be a Dallas County Financial Review Committee which shall consist of the County Treasurer as Chairman; County Judge, County Auditor, Budget Director, Commissioners Court Administrator, Minority & Women Business Enterprise Coordinator and a member of the District Attorney's Staff. As required, the Dallas County Financial Advisor may serve as a ExOfficio member of the Committee.

The Committee shall be charged with reviewing the general financial management of Dallas County funds and debt and asset management programs and making recommendations on such items to the Commissioners Court. The Dallas County Financial Review Committee shall also deal with and coordinate the efforts of the Dallas County Financial Advisor and Dallas County Bond Counsel, and other related individuals or organizations, to develop andlor enhance Dallas County financial procedures, implement Dallas County bond sales, or establish recommended policy for the Commissioners Court concerning the working relationship and duration of such relationship with such groups, as well as any other financially-related matters that may be referred to the Committee from time to time by the Commissioners Court.

In view of constant and enhanced financial and banking techniques which may prove beneficial to the Objectives of the Dallas County Investment Policy as herein set forth, the Dallas County Financial Review Committee will monitor such changes to determine required adjustments in the Dallas County Investment Policy.

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IU' ~ "~ l' 'I'" ") Jll r<:. (j /,-j ORDER NO: _______ _


STATE OF TEXAS

COUNTY OF DALLAS

COURT ORDER

BE IT REMEMBERED at a regular meeting of Commissioners Court of Dallas County, Texas, held on the

l3th day of November ,2012, on motion

made by Dr. Elba Garcia, Commissioner of District 114

seconded by Maurine Dickey, Commissioner of District #1

was adopted:

, and

, the following order

WHEREAS, on September 11, 2012, the County Treasurer and County Auditor briefed Commissioners Court on a recommendation to set up Payroll Deduction for employee replacement of lost employment related issued IDs, swipecards and equipment i.e. pagers, cell phones, and

WHEREAS, there is no cost to the County and approval of expanded payroll deduction to collect employee reimbursement payments to the County will be more operationally efficient and convenient for employees and provide electronic tracking, and

WHEREAS, it is the joint recommendation of the County Treasurer and County Auditor with concurrence by Facility Management and County Security that a more efficient method of collecting employee reimbursement funds is through a payroll deduction authorization.

IT IS HEREBY ADJUDGED, DECREED AND ORDERED by the Dallas County Commissioners Court that the County Auditor is authorized to expand payroll deduction for other lost County issued items including County IDs, pagers, cell phone equipment and other items as needed.

0.

DONE IN OPEN COURT this 13th day of N~vember, 20/2) .

tL fJ/--

Mike Cantrell, Comm Dist. #2

RECOMMENDED FOR APPROVAL

uJJik I s, County Treasurer

/0

2012 1

COUNTY OF DALLAS

§ § §

COURT ORDER

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held

on November 13, 2012, on a motion made by Dr. Elba Garcia, Corrnnissioner of District 4, and

d db Maurine Dickey, Commissioner of District 1

secon e y , the following Order was adopted:

WHEREAS, Dallas County filed a claim against Mary Wileots which the Commissioners Court discussed in closed session on November 6, 2012, as pennitted by sections 55 L07I(l)(A) and (B) of the Texas Government Code; and

WHEREAS, the office involved in this claim is the Dallas County Constable Precinct No, 3; and

WHEREAS, the Civil Division of the Dallas County Criminal District Attorney's Office investigated the claim, and a payment of$l, 141 ,00 for was found to be a valid and reasonable amount; and

WHEREAS, the action authorized by this order is consistent with and promotes Strategy 1.3 of Dallas County's Strategic Plan,

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that the payment of$l, 141.00 be accepted from State Farm Mutual Automobile Insurance Company for their insured, Mary Wilcots, as settlement of damages sustained by Dallas County, Texas, and the County Judge is authorized to execute any and all documents approved by the District Attorney's Civil Division to effectuate this settlement.

DONE IN OPEN COURT on the 13 th day of Nov em be" 012,

Mike Cantrell, Comm, Dist. #2

eresa uerra Snelson Chief, Civil Division Dallas County District Attorney's Office

Dr. Elba Garcia, Comm, Dis!. #4

Administration Building 411 Elm Street 5th Floor Dalias, Texas 75202 214/653-7358 Fax 214/653-6134 TW 12-000640

/1

2012 1 :JA ORDER NO.: ________ _


STATE OF TEXAS

COUNTY OF DALLAS

§ § §

COURT ORDER

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held

on November 13, 2012, on amotion made by Dr. Elba Garcia COmmissioner of Dist. and

seconded by Maurine Dickey, Commissioner of Dist. 111 , the following Order was adopted:

WHEREAS, Kathryn Welton filed a claim against Dallas County which the Commissioners Court discussed in closed session on November 6, 2012, as permitted by sections 551.071 (I)(A) and (B) of the Texas Government Code; and

WHEREAS, the office involved in this claim is the Dallas County Sheriff's Department; and

WHEREAS, the Civil Division of the Dallas County Criminal District Attorney's Office investigated the claim, and a payment of$I,297.46 was found to be a valid and reasonable amount; and

WHEREAS, the action authorized by this order is consistent with and promotes Strategy 1.3 of Dallas County's Strategic Plan.

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that Kathryn Welton be reimbursed $1,297.46 as full and final settlement by the County of Dallas, Texas, and that the County Treasurer is authorized to release said check to an employee of the Civil Division of the Dallas County Criminal District Attorney's Office.

DONE IN OPEN COURT on the 13 th day of Nove . er ;fo)2.

Mike Cantrell, Comm. Dist. #2

/tended for Approval:

~v ah~JNih--Teresa Guerra Snelson Chief, Civil Division Dallas County District Attorney's Office

f

(~~ Dr. Elba Garcia, Comm. DIS!. #4

Administration Building 411 Elm Street 5th Floor Dalias, Texas 75202 214/653-7358 Fax 214/653-6134 TW 12-000702

COURT ORDER

2012 1(' ,..,

ORDER NO.: .0 ::il ;)


STATE OF TEXAS § §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on November 13,

2012, on a motion made by -,D,:,r"-.~E,=l':.lb:,a=-,:""::::::':':.!~C:::Ol1llIlffi~i,,,s,,,s::,i~o,,:,ll:,:,e,:r-,::o,:f_D~l:,:,· s",t,::r':.:l,:,· c~t,=-,~"'.14~ ________ , and

seconded by __ Ma_ur_i_ll_e_D_i_c_k_e-'Y_',--C_O_lIlffi_l_' s_S_i_o_ll_e_r_o_f_D_i_s_t_r_i_c_t_t_ll _____ , the following Order was adopted:

WHEREAS, Tomas Ramirez and Ernestina Garcia filed suit against Dallas County, styled Tomas Ramirez and Ernestina Garcia v. Dallas County in Cause Number DC-12-04716-1, which was discussed in executive session on July 3, 2012, as permitted by section 55J.071(1)(b) of the Texas Government Code,

WHEREAS, the office involved with this lawsuit is the Dallas County Sheriffs Department; and

WHEREAS, the Civil Division of the Criminal District Attorney's Office has negotiated a settlement and found that payments of $6,023.91 and $10,000 to be valid and reasonable amounts; and

WHEREAS, the Civil Division of the Criminal District Attorney's Office will obtain a release of all claims by the plaintiffs

in the aforementioned iawsuit; and

IT IS THEREFORE, ORDERED, ADJUDGED and DECREED that the Dallas County Commissioners Court directs the

Dallas County Treasurer to issue two checks as full and final settlement by Dallas County: one in the amount of $6,023 .91 made payable to Tomas Ramirez and David S. Kohm & Associates, and one in the amount of $10,000,00 made payable to Ernestina

Garcia and David S, Kohm & Associates, The Court further authorizes the County Judge to execute any documentation required

for this settlement on behalf of Dallas County, and the County Treasurer is to release said checks to an employee of the Civil

Division of the Dallas County Criminal District Attorney's Office,

DONE IN OPEN COURT this the 13th day ofNoye

- () 7 /

Mike Cantrell, Comm, Dist #2

7ended for Approval:

~tw~1J~ Teresa Guerra Snelson Chief, Civil Division Dallas County District Attorney's Office

Dr. Elba Garcia, Comm, Dist #4

/

COURT ORDER

01 1 t ORDER NO: ____ _


STATE 01" TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on

the 13 th day of November , 2012, on motion made by

~D~r~.~E=l=b=a~G=ar=c=l=·a=,~C=o=mm~,=i=s=s=io=n=e=r~o=f~D=i=s=tr=l=·c=t~N=o=.-=4 ____________________ ,andsecondedby

~Ml"Jia::,u~rCJi~n~e~~~~...:C~o)J]nmlIll':l:i:."ls:."ls",i':l.0n~e""r~0:2f=-,::D,:,:i!"s.:r:tr.t:.l~· c=:,t~N",:J0l...:.,--,,:l,--_____ , the following Order was adopted:

WHEREAS, on November 6, 2012, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation regarding the FY2013 Interlocal Cooperation Contract between Dallas County and the City of Duncanville for Traffic Patrol services; and

WHEREAS, the Dallas County Sheriffs Office will provide services as described in the attached contract; and

WHEREAS, Dallas County will be compensated in the amount of $59,000 for providing these services from October 1, 2012 through September 30, 2013.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve the attached contract with the City of Duncanville for Traffic Patrol services and authorizes the County Judge to sign the contract on behalf of the County.

DONE IN OPEN COURT this the 13th day of Nove~ber , 2012.

~ c~ __

Cloy t rifoki~~""~ ,h,d" """ Di,k,y, m,"i" #f) Mik, Om', Oi,"id #2

\.. ---~-~::~ ~\ ~ /4 ~ Dr. Elba Garcia, District #4

___ ~.v. mmended by: 13 ':I-'- ~ 1"0 ~ Ryan Bro~n, Budget OffIcer

INTERLOCAL COOPERATION CONTRACT

FOR THE CITY OF DUNCANVILLE

BETWEEN

THE DALLAS COUNTY SHERIFF'S OFFICE

Whereas, the terms "law enforcement" or "police patrol" shall have the same meanings as referenced and defined by the State of Texas criminal and motor vehicle statutes as well as relevant local codes and regulations; and

Whereas, all references to police or law enforcement or police patrol services in this Agreement are references only to services that shall be delivered under the terms of this Agreement; and

Whereas, the City of Duncanville ("City") and the County of Dallas are govermnental entities; and

Whereas, City desires to acquire additional police or law enforcement services, including police patrol services, from the Dallas County Sheriff's Department ("Sheriff").

Now, therefore this Agreement is entered into by and between City and County pursuant to the authority granted by the Texas Government Code, Chapter 791 "Interlocal Cooperation Contracts," and the Code of Criminal Procedure, Article 2.17 "Conservator of the Peace" for the provision of law enforcement services, including police patrol services, to City by County Sheriffs.

1. TERM

Tenn: Except as otherwise stated in this Agreement, this Agreement shall be effective from October 1, 2012, through September 30,2013.

2. DELIVERY OF SERVICES

Interstate and Highway trafficways within Dallas County that are included in the Interlocal Agreement between Dallas County, Texas and the City of Duncanville, Texas for the responsibility of freeway accident investigation.

Original Agreement: City of Duncanville, Effective October 11, 2011

Dallas County will provide Coverage in the following locations: Interstate 20 - within Duncanville City Limits Highway 67 - within Duncanville City Limits

1

3. FEES

A. Maximum Payment: City shall pay County Fifty-nine thousand ($59,000) for the Term of this Agreement.

B. Billing and Payment: County shall bill City immediately upon execution for the amount stated in 6.A, less any reductions or credits provided under this Agreement. City shall pay for these services within Twenty (20) days after the date of the County's billing. Failure by County to bill in a timely manner shall not waive City's obligations to make payments under this Agreement.

C. Prompt Payment Act: Any payment not made within thirty (30) days of its due date shall bear interest in accordance with Chapter 2251 of the Texas Government Code.

4. NOTICE

Any notice to be given under this Agreement shall be deemed to have been given if reduced to writing and delivered in person or mailed by overnight or Registered Mail, postage pre-paid, to the party who is to receive such notice, demand or request at the addresses set forth below. Such notice, demand or request shall be deemed to have been given Three (3) days subsequent to the date it was so delivered or mailed.

Dallas County Sheriff s Office Jason Hartgraves, Captain Patrol Division 1512 E. Langdon Road Dallas, Texas 75239 (972) 225-6110

5. SOVEREIGN IMMUNITY

City of Duncanville Police Robert D. Brown, Jr., Chief of Police 203 E. Wheatland Road Duncanville, TX 75138 972-780-5034

This Agreement is expressly made subject to City and County's Sovereign Immunity, Title 5 of the Texas Civil Practices and Remedies Code, and all applicable federal and state law. The parties expressly agree that no provision of this Agreement is in any way intended to constitute a waiver of any immunities from suit or from liability that the City or the County has by operation of law. Nothing in this Agreement is intended to benefit any third party beneficiary.

6. COMPLIANCE WITH LAWS AND VENUE

In providing services required by this Agreement, City must observe and comply with all licenses, legal certifications, or inspections required for the services, facilities, equipment, or materials, and all applicable federal, State, and local statutes, ordinances, rules, and regulations. This Agreement shall be governed by Texas law and exclusive venue shall lie in Dallas County, Texas.

2

7. AMENDMENTS AND CHANGES IN THE LAW

No modification, amendment, novation, renewal or other alteration of this Agreement shall be effective unless mutually agreed upon in writing and executed by the parties hereto. Any alteration, addition or deletion to the terms of this Agreement which are required by changes in federal or State law are automatically incorporated herein without written amendment to this Agreement and shall be effective on the date designated by said law.

8. ENTIRE AGREEMENT

This Agreement, including all Exhibits and attachments, constitutes the entire agreement between the parties hereto and supersedes any other agreement concerning the subject matter of this transaction, whether oral or written.

9. BINDING EFFECT

This Agreement and the respective rights and obligations of the parties hereto shall inure to the benefit and be binding upon the successors and assigns of the parties hereto, as well as the parties themselves.

10. GOVERNMENT FUNDED PROJECT

If Agreement is funded in part by either the State of Texas or the federal government, the City agrees to timely comply without additional cost or expense to County, unless otherwise specified herein, to any statute, rule, regulation, grant, contract provision or other State or federal law, rule, regulation, or other similar restriction that imposes additional or greater requirements than stated herein and that is directly applicable to the services rendered under the terms of this Agreement.

11. DEFAULT/CUMULATIVE RIGHTS/MITIGATION

It is not a waiver of default if the non-defaulting party fails to immediately declare a default or delays in taking any action. The rights and remedies provided by this Agreement are cumulative, and either party's use of any right or remedy will not preclude or waive its right to use any other remedy. These rights and remedies are in addition to any other rights the parties may have by law, statute, ordinance or otherwise. City has a duty to mitigate damages.

12. FISCAL FUNDING CLAUSE

Notwithstanding any provisions contained herein, the obligations of the County under this Agreement are expressly contingent upon the availability of funding for each item and obligation contained herein for the term of the Agreement and any extensions thereto. City shall have no right of action against County in the event County is unable to fulfill its obligations under this Agreement as a result of lack of sufficient funding for any item or obligation from any source utilized to fund this Agreement or failure to budget or authorize funding for this Agreement during the current or future fiscal years. In the event that County is unable to fulfill its

3

obligations under this Agreement as a result of lack of sufficient funding, or if funds become unavailable, County, at its sole discretion, may provide funds from a separate source or may terminate this Agreement by written notice to City at the earliest possible time prior to the end of its fiscal year. If County terminates this Agreement early, it shall refund a pro-rata portion of the fee paid by the City based on length of time services were performed by County.

13. COUNTERPARTS, NUMBER/GENDER AND HEADINGS

This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Words of any gender used in this Agreement shall be held and construed to include any other gender any words in the singular shall include the plural and vice versa, unless the context clearly requires otherwise. Headings herein are for the convenience of reference only and shall not be considered in any interpretation of this Agreement.

14. AGENCY / INDEPENDENT CONTRACTOR

Except as otherwise stated in this Agreement, City, including its agent, servant, joint enterprise, or employee(s), is an independent contractor and not an agent, servant, joint enterprise or employee of the County, and is responsible for its own acts, forbearance, negligence and deeds, and for those of its agents or employees in conjunction with the performance of work covered under this Agreement.

15. SEVERABILITY

If any provision of this Agreement is construed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions in this Agreement. The illegal or invalid provision will be deemed stricken and deleted, but all other provisions shall continue and be given effect as if the illegal or invalid provisions had never been incorporated.

16. SIGNATORY WARRANTY

The person or persons signing and executing this Agreement on behalf of City, or representing themselves as signing and executing this Agreement on behalf of City, do hereby warrant and guarantee that he, she or they have been duly authorized by City to execute this Agreement on behalf of City and to validly and legally bind City to all terms, performances and provisions herein set forth.

4

The City of Duncanville has executed this Agreement pursuant to duly authorized City

Council R-esolntionNo, CliU'nOLt /U{'f'Y) {E , dated

__ -"L)""",C=!!j-"",D~bJd&ALk'#"-' L!.ltodLJ-' ___ , 2012,

Agreement pursuant to Commissioners Court Order No,

this 13th day November

The County of Dallas has executed this

2012-1916 _______________ "on

2012,

. 13th November Executed thIS ______ day of __________________ 2012.

RECOMMENDED:

h \/- CSro (~ By: Ryan 'Brown

Budget Officer

By: Robert D. Brown, Jr.

By:

Chief of Police

Deborah Hodge Mayor

C TY:

I ",

*By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients, It may not advise or approve a contract or legal document on behalf of other parties, Our review of this document was conducted solely from the legal perspective of our client, Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attomey(s),

5

COURT ORDER

ORDER NO:;~ 0 1 '7 ------


STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas, held on the

13th day of November, 2012, on motion made by Dr. Elba Garcia, Commissioner of District 114 ,and

seconded by Maurine Dickey, Commissioner of District III , the following Court Order was adopted:

WHEREAS, on November 6,2012, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation concerning Parkland Hospital District's request to amend and extend the lease for office space leased by Michael Carroll, M.D. Dr. Carroll at Parkland's Southeast Dallas Health Center Professional Building, Ste.1; and

WHEREAS the new term will commence January 1,2013 and expire December 31,2016 and is estimated to generate $59,426 in revenue over the lease period; and

WHEREAS, the Parkland Hospital Board of Managers approved the lease extension.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize Parkland Health & Hospital to amend and extend the lease for office space leased by Michael Carroll, M.D. at Parkland's Southeast Dallas Health Center Professional Building, Ste.l.

DONE IN OPEN COUR})his the 13th

day of November, 2012. l f I I /hd«~ _}

Ci;;YI1~~~~8'~0~u~n~ty~J;;-ud~gg;;e M~H~ Dickel~ct 1, District #2 !

Dr. Elba Garcia, District #4

'--I~ --:2 ~~--R-rsrcommended bY:_~...j.h--,,::'j+'=---I::1 ::"_~)L.!.r-,o"-,,,UJ"'-L----'\ __ _

Ryan Brown, Budget Officer

'). '\ '1' '" j 'il fi ,r",,..j \.JI. ~,1 Jl <;:v ORDER NO: ____ _


STATE OF TEXAS

COUNTY OF DALLAS

COURT ORDER


Ib

13th day of November 2012 on motion made by Dr. Elba Garcia, Cormnissioner of District 114 and , , ,

seconded by Maurine Dickey, Connnissioner of District 111 , the following Court Order was adopted:

WHEREAS, on November 6, 2012, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation concerning Parkland Hospital District's request to amend and extend the lease for office space leased by Robert K. Stahlman at Parkland's Southeast Dallas Health Center Professional Building, Ste.lOO; and

WHEREAS the new term will commence January 1, 2013 and expire December 31,2016 and is estimated to generate $135,000 in revenue over the lease period; and

WHEREAS, the Parkland Hospital Board of Managers approved the lease extension.

IT IS THEREFORE OIIDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize Parkland Health & Hospital to amend and extend the lease for office space leased by Robert K. Stahlman II, D.O. in Parkland's Southeast Dallas Health Center Professional Building, Ste.IOO.

DONE IN OPEN COURT this the 13th day of November, 2012. ~-

/ 's-jenkins, County Judge

I

'/

Recommended by: 'h ~ -~ ro uJ--Ryan rown, Budget Officer

Mike Cantre

COURT ORDER

I ~1L

ORDER NO: ____ _


STATE OF TEXAS

COUNTY OF DALLAS


the 13th day of November, 2012, on motion made by Dr. Elba Garcia, Commissioner District 114 ,and

seconded by Maurine Dickey, Commissioner District III , the following Order was adopted:

WHEREAS, on November 6, 2012, the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation concerning the submission of the Texas Indigent Defense Commission FY2013 Formula Grant; and

WHEREAS, the Dallas County Commissioners Court approved submission of the grant application for the FY2013 Formula Grant; and

WHEREAS, the Texas Indigent Defense Commission has awarded Dallas County a formula grant estimated to be $1,C115,355; and

WHEREAS, Dallas County designates the County Judge, as the grantee's authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the applicant agency; and

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does authorize the County Judge to sign the Statement of Grant Award to accept the Texas Indigent Defense Commission FY2013 Formula Grant.

DONE IN OPEN .C;OURT this the 13 th day November, 2012. {t ) ::;;;.=~...;:J..::udge Mike Cantrel District #2


ecommended by: \~1l- h!-c U J""'"\ Ryan rown, Budget OffIcer

ORDER NO: ___ 1 __ 1 COURT ORDER I


STATE OF TEXAS

COUNTY OF DALLAS


____ ~1"'3'-'t"-h ___ day of ___ -'N-"o"-v'-'e""m"'b"'e"-r ___________ , 2012, on

Mike Cantrell, Commissioner of District #2 a motion made by ____________________________ , and seconded by

_Ma_u_r_i_n_e_D_i_ck_e_y_,_C_o_mm_i_s_s_io_n_e_r_o_f_D_i_s_tr_l_' c_t_t_ll ______ , the following Court Order was adopted:

WHEREAS, on November 13,2012 the Dallas County Commissioners Court was briefed by the Office of Budget and Evaluation concerning the addition of a Program Coordinator, grade H for the District Attorney's Office; and

WHEREAS, the Prostitute Diversion Initiative was developed by the Dallas Police Department in 2007 in collaboration with mUltiple organizations to change the way Dallas would approach individuals engaged in prostitution. Instead of treating prostitutes as criminals, the Dallas Police Department would approach them as victims, offering an opportunity for prostitutes to gain access to comprehensive and multi-step in-patient and out-patient treatment programs as an alternative to furt.her victimization and continued involvement in the criminal justice system; and

WHEREAS, Road and Bridge District #1 has for several years had one of their Commissioners Executive Assistant II, grade H function as a program coordinator for the Prostitute Diversion Initiative along with other Commissioner Road and Bridge District # I activities; and

WHEREAS, this individual will be reduction-in-forced when Commissioner Daniels takes office January 1, 2013.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that the Dallas County Commissioners Court does hereby authorize the addition of a Program Coordinator, grade H for the District Attorney's Office to work on the Prostitute Diversion Initiative and other activities assigned by the District Attorney's Office and fmther authorizes the Human Resources/Civil Service Department to review the position for proper classification.

DONE IN OPEN COURT this the 131Z~:-~-' -"-'-"c:.="P"'----~-' 201~. a--, 'lhs, County Judge Maurine Dickey, District #1 Mike Can II, District #2

~U0 ,

John Wiley Price, District #3 Dr. Elba Garcia, District #4

Recommended by: '13 ~I - Brow", , Ryan Brown, Budget Officer

COURT ORDER

DATE: November 13,2012

STATE OF TEXAS

COUNTY OF DALLAS


__ ~1~3t~h~ ____________________ dayof ______ ~N~0~v~em~b~eI~' _______________________ ,2012, on

a motion made by Dr. Elba Garcia, COTIllllissioner of District 114 , and seconded by

_Ma __ ur __ i_n_e __ D_ic_k_e_y_,_C_o_TIllll __ i_s_s_io_n_e_r_o_f __ D_i_s_tr_l_' c_t __ ll_l __________ , the following Court Order was adopted:

WHEREAS, the Commissioners Court of Dallas County (the "Issuer") is considering the issuance of obligations, the interest which will be excludable from gross income under Section 103 of the Internal Revenue Code of 1986 "Tax-Exempt Obligations", part of the proceeds will be for the payment of phase 2 Energy Management upgrades (the "Project"); and

WHEREAS, the Issuer intends to make certain expenditures with respect to the Project prior to the issuance of the Tax-Exempt Obligations; and

WHEREAS, pursuant to Section 1202.042, Texas Government Code, as amended, the Issuer is authorized to reimburse such prior expenditures with the proceeds of the Tax-Exempt Obligations; and

WHEREAS, in order to preserve the tax exemption with respect to the interest on the Tax-Exempt Obligations, the Issuer desires to declare its official intent to reimburse certain expenditures out of a portion of the proceeds of the Tax-Exempt Obligations, such declaration being made prior to the date that such expenditures have been made.

IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED that:

Section 1. This order shall constitute a declaration of official intent by the Dallas County Commissioners Court to reimburse the expenditures described in Section 2 with the proceeds of the Tax-Exempt Obligations.

Section 2. The Issuer anticipates making the following expenditures relating to the acquisition of the Project and hereby declares its intent to reimburse such expenditures with a portion of the Tax-Exempt Obligations. The character, type or purpose of the expenditure, as well as the anticipated size, quantity or cost, is as follows:

$8,242.586 phase 2 of the Energy Management upgrades

Section 3. The expenditures described in Section 2 will be paid from the following source or sources, which on this date, are not, reasonably expected to be, allocated on a long term basis, reserved, or otherwise available to pay for such expenditures pursuant to the Issuer's budget:

Dallas County Capital Major Capital Improvement Fund (Fund 196)

Section 4. The Issuer will ensure that this declaration of official intent is reasonably available for inspection by the general public and maintained or otherwise supervised by the Issuer or by an entity or person authorized to act on behalf of the Issuer. For this purpose, the Issuer will ensure that this declaration will be continuously available for inspection during normal business hours at the main administrative offices of the Issuer.

DONE IN OPEN COURT this the 13th day of November, 2012. /~

/1 t J ,,' ~

~~~rL1M!L~ Dr. Elba Garcia, District #4

Recomm ded by: __ c ___ \ "')-'-'.LI_r_b-,-l -=..._"_o-'uJ==._---____ _

Ryan Brown, Budget Officer

ORDER NO.

DATE: November 13,2012

STATE OF TEXAS §

COUNTY OF DALLAS §

COURT ORDER

BE IT REMEMBERED, at a regular meetiug of the Commissiouers Court of Dallas County, Texas, held on

the _-'1"'3t"'h<--___ day of ___ ~N=ov.!:e"m"""'be"r~ ____________ , 2012, on motion made by

_D_r_. _E_ol_b_a_G_,a_r_c_i_a-.:,_C_o_lllffi_i_s_s_i_o_TI_e_r_o_f_D_l_. _st_r_l_' c_t_I_14 _____________ , and seconded by

_Ma_u_r_l_' TI_e'--D_i_c_k_e~y_',_C_o_lIlffil_·_s_s_i_o_TI_e_r_o_f_D_is_t_r_l_. c_t_l_ll ________ , the following Order was adopted:

WHEREAS, on November 6, 2012, the Commissioners Court was briefed by the Office of Information Technology Department for the extension of the Personal Services Contract with Red Zone Resources, Inc. for the services of Candace Pierce, Sf. Systems Analyst; and

WHEREAS, the term ofthis contract will be from November 16, 2012 through April 15,2013; and

WHEREAS, the cost of the contract will not exceed $48,720.00 and funding for the Personal Services Contract is available in the Major Technology Unallocated Reserves fund to be transferred to the Professional Services account (195.1 090.05590); and

WHEREAS, the Commissioners Court exempts this Contract from the requirement of Texas Local Government Code § 262.023 under the professional service exemption of § 262.024; and

WHEREAS, this Contract aligns with the Commissioners Court Strategic Plan, Vision 1: Dallas County Government models interagency partnerships and collaboration; Strategy: 1A. Improve tbe customer experience by implementing standards of operation, innovation and technology.

IT IS THEREFORE ORDERED, ADJUDGED and DECREED that the Dallas County Commissioners Court does hereby approve the extension of the Personal Services Contract with Red Zone Resources, Inc. for the services of Candace Pierce and authorizes the Dallas County Judge to sign the Second Amendment to the Personal Services Contract on behalf of Dallas County.

~~~ +-c-in-e-:D=-17""'c=-k-ey--?L'-- ~~ Mike Cantrell

Commissioner District # 1 U /7 Commissioner Di ict #2

Dr. Elba Garcia Commissioner District #4

SECOND AMENDMENT TO PERSONAL SERVICES CONTRACT ("CONTRACT")

BETWEEN DALLAS COUNTY, TEXAS ("COUNTY")

AND RED ZONE RESOURCES, INCORPORATED FOR

THE PERSONAL SERVICES OF CANDACE PIERCE

Pursuant to the authority of the Texas Local Government Code, Chapter 262, and the approval of the Dallas County Commissioners Court, the County and Red Zone Resources, Incorporated and Candace Pierce (herein collectively referred to as the Contractor and both County and Contractor are referred to as the "Parties") hereby amend via this Second Amendment (hereinafter the "Second Amendment") to the Contract effective on August 14,2012 and approved by County Commissioners Court Order No, 2012-1282 and the First Amendment effective on September 4, 2012 and approved by County Commissioners Court Order No, 2012-1282 to: (i) renew the Term of the Contract; and (ii) increase the Not-to-ExceedAmount of the Payment For Personal Services, The Contract, the First Amendment, and the Second Amendment are incorporated herein for all purposes and are collectively referred to as the "Agreement"

L THE AMENDMENTS:

i) Section 2, the TERM of the Contract is herein renewed at 12:00 a,m, on November 16,2012 to 11 :59 p,m. on April 15,2013.

ii) Section 4, PAYMENT FOR PERSONAL SERVICES. Subsection E - Not to Exceed Amonnt of the Contract is hereby decreased to FORTY EIGHT THOUSAND SEVEN HUNDRED AND TWENTY AND NO/IOO DOLLARS ($48,720.00); and

2. COUNTY ACKNOWLEDGES AND AGREES THAT BECAUSE THE SERVICES IN THE AGREEMENT ARE ESSENTIAL TO THE COUNTY, THE ABOVE AMENDMENTS WILL BE EFFECTIVE AT 12:00 A.M. ON NOVEMBER 16,2012.

3. All other terms and provis ions of the Contract approved by County Commissioners Court Order No. 2012 1282 and the First Amendment effective on September 4, 2012 and approved by County Commissioners Court Order No. 2012-1282 shall remain in full force and effect and shall not be superseded by this Second Amendment.

4. This Second Amendment is incorporated herein by reference for all purposes to the Contract and the First Amendment.

5. Each Party represents that it has the full right, power, and authority to enter and perform this Second Amendment in accordance with the terms and conditions provided herein and that the execution of this Second Amendment is being made by the authorized representatives of the Parties to validly and legally bind each Party to all terms, conditions, performances, and the provisions as set forth in the Agreement between the parties.

[SIGNATURES APPEAR ON THE NEXT PAGE]

SECOND AMENDMENT TO PERSONAL SERVICES CONTRACT ("CONTRACT") BETWEEN DALLAS COUNTY, TEXAS ("COUNTY") AND RED ZONE RESOURCES, INCORPORATED FOR THE PERSONAL SERVICES OF CANDACE PIERCE

Page 1 of2

RED ZONE RESOURCES, INCORPORATED ("CONTRACTOR"):

By: _________ _

Mike Barefoot Senior Account Executive

DATE: _____________ _

DALLAS COUNTY (COVNTY):

, t Qf 1 ~' , " I !

~BY:~~~/~~'~r------~---lay/Lewis Jenkins

llas County Judge

Stanley Victrum CIO, Office of Information Technology

APPROVED AS TO FORM': CRAIG WATKINS DISTRICT ATTORNEY

TERESA GUERRA SNELSON CHIEF, CIVIL DIVISION

BY~~"" =§zE-Zc::::::L-~./~ Deborah Jagai -'~-:::=::C~="' Assistant District Attorney

BY: ___________ _

Candace Pierce Employee

DATE: ____________________ _

DATE: ___ N_o_v_em_b_e_r __ l_3_,_2_0_1_2 __________ _

*By LAW, THE DISTRICT ATTORNEY'S OFFICE MAY ONLY ADVISE OR APPROVE CONTRACTS OR LEGAL DOCUMENTS ON BEHALF OF ITS CLIENTS. IT MAY NOT ADVISE OR APPROVE A LEASE, CONTRACT, OR LEGAL DOCUMENT ON BEHALF OF OTHER PARTIES. OUR REVIEW OF THIS DOCUMENT WAS CONDUCTED SOLELY FROM THE LEGAL PERSPECTIVE OF OUR CLIENT. OUR APPROVAL OF THIS DOClJMENT WAS OFFERED SOLELY FOR THE BENEFIT OF OlJR CLIENT. OTHER

PARTIES SHOULD NOT RELY ON THIS APPROVAL, AND SHOlJLD SEEK REVIEW AND APPROVAL BY THEIR OWN RESPECTIVE ATTORNEY(S).

SECOND AMENDMENT TO PERSONAL SERVICES CONTRACT ("CONTRACT') BETWEEN DALLAS COUNTY, TEXAS ("COUNTY") AND RED ZONE RESOURCES, INCORPORATED FOR THE PERSONAL SERVICES OF CANDACE PIERCE

Page 2 0[2

ORDER NO. 2 U 1 19 ~~ :~ -----


STATE OF TEXAS

COUNTY OF DALLAS

§ §

§ §

tLl COURT ORDER

BE IT REMEMBERED, at a regular meeting of Commissioners' Court of Dallas County, Texas held on

the 13th day of ____ -'-N'""o'-"v""em~b""e!...r __________ 2012, on motion made by

__ D_r_._E_l~ba~G~a~rc~i~a2,_C~0~mm=1='s~s~i~oD~e=r~of~D=i~st~r=i~c~t~N~o~._4~ ___________ ,andsecondedby

__ M_aur_i_D_e _D..:..i..:..ck..:..e,-,y-,-,_C..:..o",mm=is::.:s:.::i:.:.o=ne::.:r,---=-o=-f..::D:.::i:::.s.:.:tr::i:.::c:.:.t..::N::.::.0:...:,_1=--_____ , the following Order was adopted:

WHEREAS, Amendment Number 1 to the LlHEAP Weatherization Assistance Program for the 2012-2013 program year was discussed in Commissioners Court on November 6,2012; and

WHEREAS, Dallas County Health and Human Services has received Amendment Number 1 to the LlHEAP Weatherization Assistance Program Contract, No, 81120001402, for the 2012-2013 program year, which adds two additional provision to the existing contract as described in Section 3 of the Contract Amendment; and

WHEREAS, the Contract Amendment requires the approval of the Commissioners Court and the electronic signature of the County Judge on behalf of Dallas County,

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby approve Amendment Number 1 to the 2012-2013 LlHEAP Weatherization Assistance Program Contract, No, 81120001402, with the Texas Department of Housing and Community Affairs, and authorizes the County Judge to electronically sign the Contract Amendment on behalf of Dallas County.

DONE IN OPEN COURT this the _---'-13""'t"-!,h __ day of -f'---'-'N""o-"'ve""m.!.!-"'be""r ____ -,,'4-' 2012. F\ . I

/ ) / 1~2~ __ ..

./ ! J Clay L,ew~~ J¢nkins Maurine Dickey Mike Cantrell

Cou~t!') ie,gt;' :~~:~~=___..'l~~~c'::o::::,m~~:=::is::s~io=n~e:::::: 0;"':27 ;;0",' 0;,

Dr. Elba Garcia Commissioner, District No.4

'ct No.2

Recommended by: ~.L~-":~~.i..=: ""s,'-""""-'77---:-:----:-:-:--_-::--:-__ Zach.ry Thom,so~ctor, Health and Human Services

SECTION 1.

TEXAS DEPARTMENT OF HOlJSING AND COM:vJUNITY Afi'FAIRS CONTRACT NUMBER 8) 120001402 FOR THE 2012

LIHEAP WEATHERIZATION ASSISTANCE PROGRAM (CFDA# 93.568)

AMENDMENT NUMBER: I

This Amendment Number 1 to LIHEAP Contract No.8l120001402 is made by and between the Texas Department of Housing and Community Affairs, a public and official agency of the State of Texas (hereinafter the "Department") and Dallas County Department of Health and Human Services a political subdivision of the State of Texas (the "Subrecipient"), (hereinafter, collectively the "Parties")

SECTION 2.

Subrecipient and Department executed that certain UHEAP Contract No 81120001402 ("Contract") to be effective on

SECTION 3.

Under the authority described in Section 11 of the Contract and for valuable consideration, the receipt and sufficiency which are hereby acknowledged, the Parties hereby agree to [further] amend the Contract in the manner provided herein below:

1. Section 17, Audit, to the Contract is amended by adding:

G. For any fiscal year ending within or immediately after the Grant Period, Subrecipient must submit an "Audit Certit1cation Form (available from the Department) within sixty (60) days after the Subrecipient's fiscal year end.

2 Section 27, Political Activity Prohibited, to the Contract is amended by replacing in its entirety·

A Funds provided under this Contract shall not be used for influencing the outcome of any election, or the passage or defeat of any legislative measure, This prohibition shall not be construed to prevent any official or employee of Subrecipient from furnishing to any member of its governing body upon request, or to any other local or slate official or employee or to any citizen information in the hands of the employee or official not considered under law to be confidential information. Any action taken against an employee or official for supplying such information shall subject the person initiating the action to immediate dismissal from employment.

B Funds provided under this Contract may not be used directly or indirectly to hire employees or in any other way fund or support candidates for the legislative, executive, or judicial branches of government of Subrecipient, the State of Texas, or the government of the United Slates

SECTION 4.

The Parties hereto agree that all other terms of the Contract shall be and remain in full force and effect as therein set forth and shall continue to govern except to the extent that said terms connict with the terms of this first Amendment In the event this First Amendment and the tenTIS of the Contract (as amended by the First Amendment] are in conflict, this First Amendment shall govern, unless it would make the Contract void by law.

SECTIONS.

Each capitalized term not expressly defined herein shall Jlave the meaning given to such term in the Contract

SECTlON6.

This First Amendment may be executed in several counterparts, each of which shall be deemed to be an original copy, and all of which together shall constitute one agreement binding on Parties, notwithstanding that all the Parties shall not have signed the same counterpart

SECTION 7.

By signing this First Amendment, the Parties expressly understand and agree that its terms shall become a part of the

Contract as if it were set forth word for word therein

SECTIONS.

This First Amendment shall be binding llpon the Parties hereto and their respective successors and assigns.

SECTION 9.

This First Amendment is executed to be effective on the date of execution by the authorized representative for the

Department.

AGREED TO AND EXECUTED BY:

Dallas County Department of Health and J-Iuman Services

a political subdivision of the State of Texas

By:

Title

TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS a public and official agency ofthe State of Texas

By

Title Its duly authorized officer or representative

COURT ORDER

2U·"1 jj C')I! ORDERNO: __ ,_, ___ l_~_,,'_JL.J """ '"


STATEOFTKXAS § COUNTY OF DALLAS §


___ ~ _______________ day of November ,2012, on

a motion made u y ._D_r_,_E_l_b_8_G_8_r_c_l_· 8-,-_C_O_Ilm_.!l_· s_s_i_o_n_e_r_o_f_D_i_s_t_r_i_c_t_N_o~, _4 _________ , and seconded by

__ M_8_ll_r_i_n_e_D_l_' c_k_e_y,-,-,_C_o_mtn_i_s_s_i_o_n_e_r_o_f_D_l_' s_t_r_l_' c_t_N_o_,_l ______ -, the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on November 13, 2012, concerning the extension of Bid No. 2011-023-5334 Annual Contract for Janitorial Services for the North, West and East Sections of Dallas County as awarded to Andrews Building Services, hlC., James Enterprise and Global Building Maintenance, Inc.; and

WHEREAS, the contract provides daytime services at designated locations and three (3) days per week evening janitorial services; and

WHEREAS, all the vendors have agreed to extend their contracts for an additional twelve month period based on the existing tenus, conditions, and pricing structure set forth in the original bid award or as amended; and

WHEREAS, the term of this contract is January I, 2013 through December 31, 2013; and

WHEREAS, the extension of this contract supports Vision I, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible, and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED Al"lD DECREED that the Dallas County Commissioners Court does hereby authorize the second extension option of Bid No. 2011-023-5334 Annual Contract for Janitorial Services for the North, West and East Sections of Dallas County as awarded to Andrews Building Services, Inc., James Enterprise and Global Building Maintenance, Inc. for the period of January 1, 2013 through December 31, 2013 and authorizes all county documents/payments to reflect accordingly.

DONE IN OPEN COU~T this the _~1,-,,3,-th ______ day of_-"-'-"-'\""'='--________ 7"'-,OI2.

(

udge Mike Cantrell, District #2

Dr.

Recommended by:_-I-__ =-t--___ ---,I---,4= __ 5:---=cS6= ___ _

2012 19 ORDER NO: ____ _


STATE OF TEXAS §

COUNTY OF DALLAS §

".., COURT ORDER ~1

BE IT REMEMBERED, at a regular meeting of Commissioners Court of Dallas County, Texas, held on

the, ____ 21"'3_"' ______ dayof November , 2012, on a motion made by

_D_r_,_E_'l_b_a_G_a_r_c_i_a-,,_C_O_mI_1U_' _S_Sl_' o_n_e_r_o_f_D_1_' s_t_r_J_·,c_t_N_o_,_4 ________ " and seconded by

Maurine Dickey, Commissioner of District No, 1 , following order was adopted:

WHEREAS, the Purchasing Department hriefed Commissioners Court on November 6, 2012 concerning the cancellation ofthe tray sealing machine on Bid No. 2011-062-5532 Request for Proposals for Design and Installation of an Automated Food Tray Sealing Machine as awarded to Landsberg-Dallas; and

WHEREAS, the Court concurred with the recommendation to cancel, the tray sealing machine dne to failure of the eqnipment to operate properly in accordance with machine specifications; and

WHEREAS, the extension of this contract snpports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sonnd, financially responsible, and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby authorize the termination of Bid No. 2011-062-5532, Request for Proposals for Design & Installation of an Automated Food Tray Sealer and Packaging Machine and the cancellation of purchase order no, 251430 as awarded/issued to Landsberg-Dallas and authorizes all n y documents to reflect the same.

DONE IN OPEiqoURT this the 13'h day of November

() 7 /) / L / /

Clay Mike Cantrell, Distric #2


Recom

COURT ORDER


STATE OF TEXAS § COUNTY OF DALLAS §


____ "-"-_______________ day of November ,2012, on

a motion made v J __ D_r_, _E_lb_a_G_a_r_c_'l_' a-,-' _C_o_mm_i_s_s_i_o_n_e_r_o_f_D_i_s_t_r_i_c_t_N_o_,_4 ________ , and seconded by

_Ma_u_r_i_n_e_D_i_c_k_e,,-y,,-,_C_Otnml __ ' _s_s_io_n_e_r_o_f_D_l_' s_t_r_i_c_t_N_o_,_l _______ , the following Court Order was adopted:

WHEREAS, the Purchasing Department briefed Commissioners Court on November 13, 2012, on the second twelve (12) month extension of Bid No. 2012-008-5786 Annual Contract for Ambulance Service as awarded to Careflite; and

WHEREAS, this contract provides ambulance service runs requested or dispatched by the Dallas County Fire and Rescue Service or the Dallas County Sheriff's Office in the unincorporated area of Dallas County, or location approved by the Dallas County Fire Marshal; and

WHEREAS, the vendor has agreed to extend their current bid based on the existing tenns, conditions, and pricing structure set forth in the original bid award; and

WHEREAS, the extension of this coutract supports Vision 1, Strategy 1.3 of the Strategic Plan by providing a sound, financially responsible, and accountable governance

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby authorize the second twelve (12) month extension of Bid No. 2012-008-5786, Annual Contract for Ambulance Services, as awarded to Careflite for the period of January 11, 2013 through January 10, 2014 and authorizes all County documents/payments to reflect accordingly.

DONE IN OPEN COURT this the _--'1""3_'h ______ day of_-""NT-''''e''''m'''b'''er'--________ _

Mike Cantrell, District #2

~ ____ ~'--__ c_~"--.-.~

Agent/rls

ORDER NO.:


STATE OF TEXAS §

COUNTY OF DALLAS §

iOURTORDER

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas, held on the

________ 1"'32.\t!!h ___ day of November ,2012, on motion

made by. Dr. Elba Garcia, Commissioner of District 114

Maurine Dickey, Commissioner of District III

was adopted:

, and seconded by

, the following Order

WHEREAS, on October 2, 2012, the Commissioners Court awarded an Architectural/Engineering Consultant Services Indefinite Quantity Contract to Moody-NolanNAI in response to SOQ 2012-064-6021, Request for Statement of Qualifications for Architect & Engineering Services Indefinite Quantity Contract; and

WHEREAS, on November 6,2012, the Commissioners Court was briefed requesting authorization to issue a Work Order to Moody-NolanN AI to provide engineering services for structural repairs to Parking Garage D at the Frank Crowley Courts Building; and

WHEREAS, Moody-NolanNAI has proposed fees in an amount not to exceed $55,000.00 for this work to be designated as Work Order No.2; and

WHEREAS, funding will be provided from the FY2012 Major Capital Development Fund, Fund 196, Unallocated Reserves; and

WHEREAS, this project complies with the County's StrategiC Plan Objective 5.3 which calls for improving services, programs and appearance of Dallas County facilities.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby authorize Architectural/Engineering Consultant Services Indefinite Quantity Contract Work Order No.2 to Moody-NolanNAI for an amount not to exceed $55,000.00 to provide engineering services concerning repairs to Parking Garage D at the Frank Crowley Courts Building, and authorizes the County Judge to execute the contraQt:documents on behalf of Dallas County.

DONE '1 qPEN JO~RT' this the ___ ..!:2 __ day of _....ill=~b~eL, ~012~}? ~ jif i 'J)/ '~~

Recommended by:

Mike Cantrell Commissione istrict 2

Dr. Elba Garcia Commissioner District 4

//)·,h . t" A't."'" :.>,.L,,~ ,~~

Chris Thompso?f Director of Operations

DALLAS COUNTY ARCHITECTURAL/ENGINEERING CONSULTANT SERVICES

iNDEFINITE QUANTITY CONTRACT SOQ No. 2012·064-6021

MOODY· NOLAN/ VAl, LLC

WORK ORDER NO.2 Date: November 13, 2012

Investigation & Design Services - Dallas County Courts Building Garage D 189 N. Riverfront Blvd., Dallas, Texas

DESCRIPTION OF WORK TO BE PERFORMED: Consultant to provide engineering services concerning structural damage to Parking Garage D at the Frank Crowley Courts Building, including condition assessment, design-construction documents, and technical assistance during repairs, and as enumerated in the Moody· Nolan/VAI proposal to Dallas County, dated October 25, 2012.

TOTAL AUTHORiZED WORK ORDER AMOUNT: $55,000.00

FUNDING: Fund 196 (Major Capital Development Fund) FEE BASIS:

_X_ LUMP SUM AS DETAILED Phase 1 Condition Assessment Phase 2 Construction Documents Phase 3 Construction Documents TOTAL FEES

$15,000 $28,000 $~500 $55,500

GENERAL PROVISIONS: Terms and conditions of the contract between Dallas County and Moody· Nolan/VAI, LLC approved by Court Order No. 2012-1656, October 2,2012, remain in effect, but are modified by the addition of this Work Order.

With the issuance of this Work Order No.2, Consultant certifies that there has been no material change in the qualifications of the Consultant and Consultant remains as fully qualified to perform the services as the date on which the County considered the response of Consultant to the Statement of Qualifications.

This Work Order incorporates, by reference, Moody· Nolan/VAl proposal to Dallas County, dated October 25, 2012, Proposal for Investigation and Design Services, Dallas County Courts Building - Garage D, Moody Nolan VAl Project Number: 12002.002.

This Work Order No.2, as authorized by Dallas County Commissioners Court, and executed on behalf of Dallas County by the County Judge, shall serve as Notice to Proceed.

Albert N. Ray MOODY-NOLAN/ VAl

MOODY-NOLAN 16000 North Dalias Park'lJay Suite 230

architecture i interior design Dallas, Texas 7S248

October 25, 2012

Mr. John Clark Lead Project Manager Dallas County Engineering and Project Management Dallas County Operations Department George L. Allen Sr. Courts Building 600 Commerce St., glh Floor, Suite gOO Dallas, Texas 75202-6633

RE: Indefinite Deliverv Contract for AlE Services Proposal for Investigation and Design Services Dallas County Courts Building - Garage D Moody Nolan VAl Project Number: 12002.002

Dear Mr. Clark:

9725():~,3{1,7~) prione

972.4!-)6.232:3 fax

The office of Moody Nolan VAl is pleased to submit this proposal for engineering services related to remediation of structural damage and other distressed conditions at Parking Garage D at the Dallas County Courts facility located near the corner of Riverfront Blvd. and Commerce St. in Dallas, Texas. This proposal outlines a scope of services and an estimated cost associated with those services.

!. PROJECT DEFINITION

The subject garage consists of a precast concrete structure that provides parking at grade level and on four elevated levels. Public vehicular access is located on the west side of the garage. The south and west elevations are faced with brick. Overall plan dimensions are approximately 225 feet by 450 feet. An expansion joint is present near the middle of the long dimension of the garage. The primary structural members for the elevated levels are double tee and inverted tees (IT) beams.

Significant concern regarding the structural condition of the garage exists due to detection of progressive damage in several IT beams that support the double-tees. Less significant structural damage is present in other members throughout the garage. Prior structural evaluations of the garage have been conducted by our conSUltants in connection with identifying possible near-term life safety hazards and developing recommendations for temporary shoring.

II. SCOPE OF SERVICES:

We recommend that a multi-phased remediation program be initiated to address the known structural damage, identify other structural damage, and identify deferred maintenance or distressed conditions in the building envelope. Examples of building envelope components that should be evaluated include the brick facade, coatings, expansion joints, and sealants. Timely identification and remediation of distressed facade and waterproofing components can reduce the incidence and cost of future structural repairs such as may be caused by corrosion of embedded reinforcing steel. A description of each phase and primary tasks is provided below.

Phase 1 - Condition Assessment

Phase 1 consists of a condition assessment to identify, document, and evaluate the overall condition of the garage structure and the envelope. The following tasks will be included:

. 2

• Task 1 - Document Review: This task consists of reviewing design drawings, specifications, shop drawings, construction test reports, maintenance records, and other relevant documents. The purpose of this task is to aid in understanding design and construction features of the garage, especially as relates to the building envelope.

• Task 2 - Field Investigation: A field investigation will be performed to observe, document, and evaluate the condition of the garage. As noted, our prior structural evaluations have focused on the damaged IT beams. Therefore, for this assignment this task will emphasize other structural portions of the garage (i.e., columns, walls, and decks) and the envelope. Our proposal is based on the field investigation being performed by a two-person team over a two-day period. The team will be led by a licensed engineer experienced in evaluating structural and envelope systems.

• Task 3 - Evaluation: Information obtained in Tasks 1 and 2 will be evaluated to determine the cause and significance of noted conditions. Conceptual remediation measures will be developed for typical distressed conditions judged to be in most need of attention. A range of probable construction costs will be prepared for the conceptual remediation measures, and priorities will be assigned to significant costs items to aid in planning and budgeting.

• Task 4 - Reporting. Verbal reports of interim findings will be provided during the course of our services. Near the end of Task 3, we will present our findings at a meeting anticipated to include representatives of the County. The primary purpose of this meeting is to obtain input regarding repair priorities, construction budgets, and other information applicable to development of plans and specifications for repair. A written report is not included in our scope of services.

Phase 2 - Construction Documents

Phase 2 consists of preparing plans and specifications that describe recommended remedial measures. We expect the following items to be included in the construction documents:

• Repairs to significant structural damaged connections and members • Replacement of joint sealants, expansion joint seals, or other moisture protection

components • Remediation of spalled masonry or other damage in the fa9ade

We expect that the construction documents will consist of up to eight drawing sheets containing plans, details, sections, general notes, and specifications. The construction documents will be prepared under the direction of a licensed professional engineer experienced in remediating distressed concrete structures. Interim review documents will be provided at approximately the 75% and 95% levels of completion. We will assist you in preparing a bid form, bidding instructions, and other front-end documents so that bids can be obtained from concrete restoration contractors.

MOODy-NOLAN! ~ architecture [ interior design

I 3

Phase 3 - Bidding and Construction Administration

Phase 3 will commence after completion of the construction documents. The two portions of this phase are: 1) assistance during bidding, and 2) assistance during construction. Due to the nature of remedial construction on existing, occupied facilities, we recommend that bids be obtained only from qualified contractors and also that each prospective bidder be required to attend a pre-bid conference at the site. We have included in our proposal attendance at a pre-bid meeting to provide an overview of the work and also to respond to questions from the prospective bidders. Once bids are received, we will assist you and the County in evaluating the bids.

After a construction contract has been awarded and construction at the site commences, we will serve as the Owner's technical representative while the contractor implements the work. The effort required during Phase 3 depends on the nature of conditions exposed at the site, quality of work performed, and other factors. Tasks commonly performed include the following:

• Review of shop drawings and product submittals • Review of reports prepared by others, such as materials testing labs • Site visits to observe the general progress of work • Site visit reports documenting conditions observed and communications with the

Contractor • Assistance in reviewing Contractor's pay applications

During the course of performing remediation work on existing buildings, it is common for the contractor to expose conditions that differ from conditions that were identified during preparation of the construction documents. A review of the differing conditions is often required before the contractor can piOceed with the work. Therefore, a much more active participation during the construction phase of remediation projects is required of the design professional as compared with ground-up construction projects.

III BASIS OF COMPENSATION:

It is our understanding that this contract will be a lump sum. We have calculated the proposed fees for these services on that basis.

For purposes of this proposal, our services can be categorized as being either structural or envelope in nature. We recommend that our scope of services include structural and envelope components in order to reduce the potential severity and cost of future structural repairs. However, to aid in reviewing the total cost of our services, we have prepared fee estimates for two options. Option I represents a scope of services that is limited to structural components. Option II represents a scope of services that consists of structural and envelope components. Approximate fee estimates for both options are provided below.

Phase

1 (Condition Assessment) 2 (Construction Documents) 3 (Construction Admin.) Total Fee:

Option I: Structural Only

$ 6,500 $22,000 $10,200 $ 38,700

Option II: Structural & Envelope

$15,000 $28,000 $12,500 $55,500

MOODY· NOLAN architecture' interior deSign

4

The Phase 3 budget includes allowance for five and six site visits for Options I and II, respectively. The overall effort that will be necessary during construction depends primarily on the quality of the work performed by the contractor and the extent of unforeseen conditions uncovered during the repairs. As a result, the Phase 3 budget should only be considered as an order-of-magnitude estimate. Any additional site visits shall be billed on an hourly basis unless a fixed fee or other method of compensation is mutually agreed upon. Additional Services hourly rates shall coincide with our current contract.

Expenses customarily considered as reimbursable such as the cost of travel, courier services, reprographics, and close-up access equipment rental are included in the figures cited above.

IV SCHEDULE:

We believe that Phase 1 will be completed approximately three to four weeks after notice-ioproceed is granted. The duration of Phase 2 will depend on the scope of repairs that are selected for implementation. For planning purposes only, we believe the duration of Phase 2 will be approximately six weeks. The duration of Phase 3 will depend primarily on the Contractor's schedule, staffing, and other factors.

We appreciate this opportunity to work with you on this very important project. Please do not hesitate contacting me, should you have any questions or if additional information is required.

Sincerely,

ALBERT ill RAY, AlA, LEED AP, Associate

Director of Dallas Operations

MOODY·NOLAN Ivai

CC; Kumar Pilla, VAl Architects, Inc. Russell Himes, VAl Architects, Inc. Jeff Simcik, VAl Architects, Inc.

MOODY· NOLAN va i architecture! interior design

~COURT ORDER .'

ORDER NO.:


STATE OF TEXAS §

COUNTY OF DALLAS §

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County. Texas, held on the

_______ ---'1"'3'l!th~_ day of November ,2012, on motion

made by Dr. Elba Garcia, Commissioner of District 114 , and seconded by

Maurine Dickey, Commissioner of District #1

was adopted:

, the following Order

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

on October 2, 2012, the Commissioners Court awarded an Architectural/Engineering Consultant Services Indefinite Quantity Contract to Moody-NolanNAI in response to SOQ 2012-064-6021, Request for Statement of Qualifications for Architect & Engineering Services Indefinite Quantity Contract; and

on November 6, 2012, the Commissioners Court was briefed requesting authorization to issue a Work Order to Moody-NolanN AI to provide an independent engineering review of the proposed Phase II energy improvements to be implemented at the Frank Crowley Courts -Lew Sterrett Jail complex included in the Energy Performance Contract with Schneider Electric as required by Local Government Code §302.005(b) and (c) ; and

Moody-NolanNAI has proposed fees in an amount not to exceed $8,500.00 for this work to be designated as Work Order No.3; and

funding will be provided from the FY2012 Major Capital Development Fund, Fund 196, Unallocated Reserves; and

this project complies with the County's Strategic Plan Objective 5.3 which calls for improving services, programs and appearance of Dallas County facilities.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that the Dallas County Commissioners Court does hereby authorize Architectural/Engineering Consultant Services Indefinite Quantity Contract Work Order NO.3 to Moody-NolanNAI for an amount not to exceed $8,500.00 to provide an independent engineering review of Phase II energy improvements for the Frank Crowley Courts - Lew Sterrett Jail complex, and authorizes the County Judge to execute the contract docume~behalf of Dallas County.

D~)E).N./~j~jICPUR.T. ' this the 13'h day of November, 2012. ~ /J , f·1d .... ~/~~ . . I. " _f

lay ~8¥vi Jenk<li! J.S.-~ Cou.nty dg _--

f

• \..., Dr. Elba Garcia Commissioner District 4

{1 /) r> Ii i

Recommended by (;t~~:J»~_ .' Chris Thompson Director of Operations

DALLAS COUNTY ARCHITECTURAL/ENGINEERING CONSULTANT SERVICES

INDEFINITE QUANTITY CONTRACT SOQ No. 2012-064-6021

MOODY· NOLAN/ VAl, LLC

WORK ORDER NO.3 Date: November 13,2012

Independent Engineering Review - Phase II Dallas County Facilities Frank Crowley Courts-Lew Sterrett Jail Complex, 133 N. Riverfront, Dallas, Texas Dallas County Forensic Science Building, 2355 Stemmons Fwy, Dallas, Texas Oak Cliff Sub Courthouse, 408 S. Beckley, Dallas, Texas

DESCRIPTION OF WORK TO BE PERFORMED: Consultant to provide third party energy review services to verify cost savings energy models of the Investment Grade Audit for Phase II Energy Improvements to be implemented at Dallas County facilities, and as enumerated in the Moody· Nolan/VAI proposal to Dallas County, dated October 25,2012.

TOTAL AUTHORIZED WORK ORDER AMOUNT:

FUNDING: Fund 196 FEE BASIS:

_X_ LUMP SUM AS DETAILED

$8,500.00

GENERAL PROVISIONS: Terms and conditions of the contract between Dallas County and Moody· Nolan/VAl, LLC approved by Court Order No. 2012-1656, October 2,2012, remain in effect, but are modified by the addition of this Work Order.

With the issuance of this liVork Order No.3, Consultant certifies that there has been no material change in the qualifications of the Consultant and Consultant remains as fully qualified to perform the services as the date on which the County considered the response of Consultant to the Statement of Qualifications.

This Work Order incorporates, by reference, Moody· Nolan/VAl proposal to Dallas County, dated October 25, 2012, Phase II: Dallas County Facilities - Third Party Engineering Review, Moody Nolan VAl Project Number: 12004.003.

This Work Order No.3, as authorized by Dallas County Commissioners Court, and executed on behalf of Dallas County by the County Judge, shall serve as Notice to Proceed.

~' 1/)'/ C'.'

\ . ;/ .. ~ / { v/{ i:'- " <1'/

." -{, ~,";:::::;44D, / • ! '. lay~ls JE!nkins, County Judge

DAL;!fS ~OUNTY (~- Ii

Albert N. Ray MOODY-NOLAN/ VAl

MOODy-NOLAN 16000 Nortr'l Daaas Parkway

Suite 230

architecture i interior design Dailas, Texas 15246

October 25, 2012

Mr. John Clark Lead Project Manager Dallas County Engineering and Project Management Dallas County Operations Department George L. Allen Sr. Courts Building 600 Commerce St., 9th Floor, Suite 900 Dallas, Texas 75202-6633

RE: Work Order Contract for AlE Services Phase II: Dallas County Facilities - Third Party Energy Review Moody Nolan VAl Project Number: 12004.003

Dear Mr. Clark:

As requested, we respectfully submit the following proposal for providing third party energy review services based on the information provided by Schneider Electric of three Dallas County sites - Lew Sterrett Complex - 2,175,223 SFT, SWIFS (Forensic Science Building) - 109,702 SFT and Oak Cliff Sub-Courthouse - 38,030 SFT. The review will verify the methodology and calculations related to cost savings and analyze the energy models for the baseline program versus the new improvements. The scope will include providing a list of questions and comments to the Owner in the form of an RFI followed with a final letter certifying the savings in the new improvements.

We have allowed up to 50 hours of engineer review and additional administration time for a total lump sum fee of $8,500 (Eight Thousand Five Hundred only). Any work beyond the proposed 50 hours will be based on hourly rates set in the prime contract with the County. The proposal does not include any field inspection and assumes that any and all pertinent drawing information or calculations will be promptly provided by Schneider Electric when requested. We estimate the review to take two (2) calendar weeks from the time we receive the notice to proceed.

We appreciate this opportunity to work with Dallas County on this very important project. Please do not hesitate contacting me, should you have any questions or if additional information is required.

Sincerely,

ALBERT N RAY, AlA, LEED AP, Associate

Director of Dallas Operations

MOODY-NOLAN Ivai Cc: Mr. Jeff Simcik, VAl

Mr. Russell Himes, VAl

COURT ORDER

ORDER NO.:


STATE OF TEXAS &

COUNTY OF DALLAS &

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas,

held on the ___ --'1"'3"'th"'-___ day of ______ N=0c:.v"'em=b"e:!.r ____ , 2012, on motion made by

Dr. Elba Garcia, Commissioner of District #4 _________________________________ "and seconded by

_Ma_ur_l_' n_e_D_l_' c_k_e_y_,_C_o_mm_i_s_s_i_o_n_e_r_o_f_D_i_s_t_r_i_c_t_111 _____ , the following order was adopted:

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

funding in the amount of $1,285,215.50 was approved for fhe Belt Line Road At Trinity River Bridge Protection Improvements Project (Erosion Repairs) via Court Order No. 2011-1057, dated June 14,2011, for the concrete webwall encasement of the bridge's severely exposed main channel piers in the Unincorporated Area of District No.3; and

pursuant to the same 2011-1057, dated June 14, 2011, Dallas County entered into a constmction contract with Austin Filter Systems, Inc. (AFSI), in the not-to-exceed amount of$1 ,285,215.50, and due to Change Orders No.1 and 2, in the amounts of$14,645.00 (approved November 15, 2011) and $120,144.90 (approved November 6,2012), respectively, and totaling $134,789.90, the revised contract amount is now $1,420,005.40; and

Austin Filter Systems, Inc., has successfully completed said Project for a final total construction anlount of$1 ,415,779.98 of which AFS! has been previously paid $1,191,250.65 leaving a Final Payment due to AFSI of $224,529.33 wifh funding available for same in Bridge Fund Account No. 105.2550.08312.0000; and

Court Order No's. 2008-0107 and 2007-1892, dated Janumy 15, 2008 and September 25, 2007, respectively, known as the County's Strategic Plan, this project is consistent with the County's Strategic Plan such that the County is safe, secure, and prepared (Vision 3) via these erosion repairs of the Belt Line Road Trinity River Bridge by Austin Filter Systems to eliminate an unsafe and dangerous roadway bridge condition in the Unincorporated Area of District 3; and

the Belt Line Road At Trinity River Bridge Protection Improvements Project (Erosion Repairs) has been successfully completed and is in conformity to the plans and specifications, and the Director of Public Works hereby recommends that a Final Payment of $224,529.33 be paid to Austin Filter Systems, Inc., from Bridge Fund Account No. 105.2550.08312.0000, and the Project accepted as complete.

IT IS THEREFORE ORDERED, ADJUDGED Al"D DECREED by the Dallas County Commissioners Court fhat Final Payment in the amount 0[$224,529.33 be paid to Austin Filter Systems, Inc., from Bridge Fund Account No. 105.2550.08312.0000, for fhe Belt Line Road At Trinity River Bridge Protection Improvements Project (Erosion R 1rs), and the Project accepted as complete.

\

ecommended et:BJalr: P.E.

,.~- Director of Public Works

NO~ Mike Cantrell ,¢ /

cxLld4~ Dr. Elba Garcia District No.4

PROJECT: LIMITS:

BELT LINE ROAD AT TRINITY R[YER BRIDGE PROTECTION IMPROYEMENTS PROJECT MAIN CHANNEL (EROSION REPAIRS)

BID NO. 2011-030-5403 CONTRACT WORKING DAYS ~ 100 P.O. #247716

PROJECT MGR ABEL V. SAL[)ANA, P.E., CFM [)A;LLAS COUNTY PUBLIC WORKS [)EPARTMENT 4111 ELM STREET, 4TH FLOOR [)ALLAS, TEXAS 75202

CONTRACTOR: MARK TOUNGATE, PR[NCIPAL AUSTIN FILTER SYSTEMS, [NC.

[3653 RUTLE[)GE SPUR AUSTIN, TEXAS 78717

Item No. Description

CONSTRUCTION [TEMS B~IDGE PROTECTION IMPROVEMENTS

100 Preparing Right Of Way 400b Exqavation For Structures - including De-Waterim! 407b Ste~l Piling 407b Ste~1 Piling - Change In Sheet Pile Deoth for West Bank Pier) 420 Co~cretc Structures - Concrete Encasement! Webwall for Bridge Maio Channel Bent & Piers * 500 Molbilization 500a Mobilization - Insurance Coverage of Hanson Aggregates, LLC (for East Bank Access) 502 Ba~ricades, Signs, and Traffic Handling - including 2 Project Construction Siuns 502 Ba~ricades, Signs, and Traffic Handlin J - Detour 504a Fieid Office and Laboratory - Field Office & Wireless Digital pes Phone (No LaboratOlY) 506 TctPP. Erosion, Sedimentation, & Eov. Controls - Rock Construction Exits (Install) (Type 1) 506 TC1PP. Erosion, Sedimentation, & Env. Controls - Rock Construction Exits (Remove) (Type 1) 506 Tel'pp. Erosion, Sedimentation, & Env. Controls - Temp. Sedi. Control Fence (Install & Remove) 506 Storm Water Pollution Prevention Plan (SW3P)

SUBTOTAL - BRIDGE PROTECTION [MPROVEMENTS M[SCELLANEOUS

599 PJuinering Workshop SUBTOTAL - M[SCELLANEOUS

SUBTOTAL AMOUNT a - denotes Change Order No.1; b - denotes Change Order No.2.

* T (Cl. SS) (7 min. Sack cement! C.Y.)(3,600 psi min, compr. str.@28 days)

CONSTRUCTION ESTIMATE #10 FINAL WORKING [)AYS TO [)ATE -98 FROM: 0710112012 TO 07/1812012 [)ATE: 10/3012012

124 Inclement Weather Day(s) accounted for since 08/29/20 II 9 Holidays accounted for since 08/2912011 3 Misc. Day(s) accounted for vandalism since 08/29/2011 2 Misc. Day(s) accounted for pilot hore by test lab since 08/29/2011 .2 Misc. Day(s) accounted for material delivery since 08129/2011

147 Total NonMWorking Days

Unit

Sta. CY SF LS CY I.S LS

Mo. Mo. LS SY SY LF

Mo.

LS

PREVIOUS CONTRACT AMOUNT: $ [,299,860.50 CHANGE ORDER AMOUNT: #2 (#1 noted as "a", etc.) $ 120,144.90

REV[SE[) CONTRACT AMOUNT: $ 1,420,005.40

Contract To-Date This Estimat Unit Cost Extension Quantity Quantitv Quantity Amount

3 3.0 0.0 S 3,500.00 $ 10,500.00 520 453.61 0.00 $ 200.00 $ 90,722.00

8,260.38 8,260.38 0.00 $ 106.50 $ 879,730.47 I 1 1 $ 111,029.93 $ 111,029.93

661 632 166 $ 250.00 $ 158,000.00 I 1.0 o S 100,000.00 S 100,000.00 1 1 o S 4,495.00 $ 4,495.00

4.5 10.5 0.5 S 1,600.00 $ 16,800.00 4.5 0.0 0.0 $ 1,600.00 $ -

[ 2.3 0.1 $ 10.150.00 $ 23,345.00 170 170 o $ 30.00 $ 5,100.00 170 [70 85 $ 25.00 $ 4,250.00 400 262 58 S 4.00 $ 1,048.00 4.5 10.5 0.5 S 1,000.00 $ 10,500.00

$ 1,415,520.40

I 0.05192 0.05In $ 5000.00 $ 259.58 $ 259.58 $ 1415,779.98

Abtwe listed items & materials were installed and I or received in the amount & quantities as indicated,

$ $ S 5 $

S 5 $ $ S $ $ $ $ $

$ $ $

Pg. 114

C.O.#'s incl. #1

#2

Over (-) Under +

-13,278.00

--

7.250.00 --

(9,600.00: 7,200.00

(13,195.00: --

552.00 (6,000.00

(515.00:

4,740.42 4,740.42 4,225.42

CONSTRUCTION ESTIMATE #10 FINAL - Continued

DATE: ~0130120U

MATERIALS ON IIAND - NOT INSTALLED

BID NO. 2011-030-5403 Pg.2I4 BELT UNE ROAJ.) AT TRINITY RIVER BRIDGE PROTECTION IMPROVEMENTS PROJECT

Item No. Description Unit Contract To-Date ThisEstiman Unit Cost Extension Over(-Quantity Quantity Quantity Amannt Under +

4()7 Steel Pilin. SF 0 0.0 0.0 $ - $ - $ -SUBTOTAL - MATERIALS ON HAND $ - $ -

'-____ -1-______ _ .__ _ TOTAL AMOUNT, . $ 1,415,779.98 $_. ___

FlELD INSPECTION APPROVAL:

AFSI.'.fco~ Mlmagerorsuperintendit 0 po t1 L

--Dallas County Public Works CODStrilction Inspector Date

/?f?4/ L< ~-)O(~ [:20 1-2-Dallas COunty Public Works Senior Construction Inspector Date


DATE: 10/30/2012

SUBTOTAL CONSTRUCTION ITEMS - BRIDGE PROTECTION IMPROVEMENTS SUBTOTAL MISCELLANEOUS - PARTNERING SUBTOTAL MATERIALS ON HAND - NOT INSTALLED

TOTAL

ADMINISTRA TIYE APPROY AL,

/(;;£ LJ~ __ ~ _________ Dallas County Public Works Prqject Manager

I o/~ /:a::; 12----- Date

_~ 11,lzj~ arks Asst. Dir. - Transportation I Plafllling Date

fI-i~ ~.......... lo/3lL'~._ D~~~nty Public Works Asot. Director - Engr. & Constr. Date

~A2-

BID NO. 2011-030-5403 BELT LINE ROAD AT TRINITY RIYER BRIDGE PROTECTION IMPROYEMENTS PROJECT

TOTAL WORK TO DATE LESS RETAINAGE (0%)

DIFFERENCE LESS SPECIAL DEDUCTIONS LESS LIOUIDATED DAMAGES

SUBTOTAL

LESS PREYIOUS PAYMENTS

AMOUNT DUE

P.O. #247716

$ 1,415,520.40 $ 259.58 $

$ 1,415,779.98

$ 1,415,779.98

$ $ 1,415,779.98

$ $

$ 1,415,779.98

$ 1,191,250.65

$ 224,529.33

Pg.3/4

CONSTRUCTroN ESTIMATE 1/10 FINAL - Con1iuued

DATE; 10/30/2012

CERTIFICATE P07

The attached account for $ 224,529.33 in favor of Austin Filter Systems., IJ;lc., is, within my knowledge,just and true. has not been paid orpresen.ted for payn,tetlt before, and all offsets, credits, and / orpayments have been allowed fuereo". This account was inculT<x[ on behalf offue County of Dallas, and fue County bas received full benefit fueroof: This statement js made for fue pwpose of oblalning payment offue attached account

Q -f::::JE!.

1f9IJ~/tl- ~-r Date

r"'~SI d-G'w-6 Austin Filter Systems, Inc. - Title

BID NO. 2011.030-5403 Pg. 4/4 BELT LINE ROAD AT TRINITY RlVER:&RIDGE PROTECTION IMPROVEI)1El'ITS PROJECT

Excel file: K:\PLANNJNG\Uninoorpond:ed A:rea\Un1I:¥:orpon¢ed Area - Excel Fil<;s~'\Bcl1UneRd\TtinityRivetBIidge\Constructibn.Contract_ AFSl\Estimates:\Es.l#lOFinal_l0302012


DATE: 10/30/2012

PROPOSED FUNDING BREAKOUT

To Auditor:

Oracie",ccl. No. 105,:05.50.08312.0000 ($1.420.005.40) $1,420,005.40

BID NO. 2011-030-5403 Pg. III BELT LINE ROAD AT TRINITY RIVER BRIDGE PROTECTION IMPROVEMENTS PROJECT

Previous This Expended Payment Total

Total Total Project

$ 1,191,250.65 $ 224,529.33 $ 1,415,779.98 $ 1,191,250.65 $ 224,529.33 $ 1,415,779.98

AFFIDAVIT OF FINAL BILLS PAID

October 30, 2012

STATE OF TEXAS

COUNTY OF DALLAS

Personally, before me the undersigned authority, on this day appeared Mark Toungate, Principal, who, being duly sworn on oath, says that he is a legal representative of Austin Filter Systems, Inc., as noted below, and that the materials supplied for the construction of the project, designated as: Bid No. 2011-030-5403, Belt Line Road At Trinity River Bridge Protection Improvements Project (Erosion Repairs) Project, Dallas County Unincorporated Area, Texas, that all bills for the materials, apparatus, fixtures, machinery, and labor used in connection with the construction of said project have, to the best of his knowledge and belief, been fully paid.

Anstin Filter Systems, Inc, (AFSI):

Signature & Title - Mark Toungate, Principal

-"2 /" -z}--- /'\ rlf-f} SUBSCRIBED AND SWORN TO BEFORE ME this __ "=Lc.J....-)=-__ day oU~~ 2012.

My Commission Expires: 11/08/ ').fZ;>1 '-I

Word file:

K:\PLANNING\Unincorporated Area\Unincorporated Area ~ Word Files\CountyRds\BeItLineRd\TrinityRiverBridge\ConstructContract_AFSI\ Affidavit]inalBillsPaid _ J 0302012

6. DAlLAS COUNTY MBElWBE PAYMENT REPORT

2011-Q30-6403 BELT LINE ROAD ATIDINIIY RIVER BRIDGE PROJECTION IMPROVEMENTS PROJECT .!.l10"-:----:-_ Project Number Project Title Invoice II

Prime/General Contractor: AUSTIN FILTER SYSTEMS, INC.

0711812012 Work Order Dale

Us! aach MBElWBE business that you plan to use on this initiative. Deletion of firms must be approved by Dallas County prior to finalization.

Name of MBElWBE Planned Amount Planned % Amount of invoice Amt Paid to Date

BROCK ENVIRONMENTAL SERVICES, LLC, $,.,3,.,2.,,80"".0"'0 ___ _ 0.26% $0.00 $4690.84

RICOCHET FUEL DISTRIBlIIORS $220000.00 1.72% .$0.00 $5,887.38

C T & s..MEIAL...WORI(S..JNC. $7.620.00 0.61% $11.822.00 $22.802.00

CLEMONS TRUCKING COMPANY $40.750.00 3.18,& $0.00 $0.00

JESSIE MORALES TRUCKING' $27.200.00 2.12% $0.00 $0.00

Note: This form must be completed and submitted with each payment request.

Any (significant) deviation from planned should include atteched explanation

11.04 Job II

%toDate

0,36%

Jl.46%

1.75%

0%

0%

==================================.=;====:::================--=========::======================--==::

The fnfor/;lation listed above is certifIed to be c,

Stacy L. Olson-Contract Administrator Plinted Name of OfficerIDlrector

Reviewed by:

j);ytJ, ~ Dallas County Project Manager

/O/'PO/20/2.. Date

COURT ORDER 0RDERNO.


STATE OF TEXAS

COUNTY OF DALLAS


the __ -,1~3_'h __________ day of _____ ,CN"o"v"e"m"'b"'e.cr ________ , 2012, on motion made by

Dr. Elba Garcia, Commissioner of District No.4 , and seconded by

Maurine Dickey, Commissioner of District No.1 , the following order was adopted:

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

pursuant to Court Order 2011-934 dated May 24, 20 II Dallas County and TxDOT entered into an ADVANCE FUNDING AGREEMENT FOR PROJECT USlNG FUNDS HELD IN THE STATE HIGHWAY 121 SUBACCOUNT for the Lawson Road MCIP Project 22604 from Scyene Road to US 80 East Bound Service Road; and

pursuant to Court Order 2011-1055 dated June 14,2011, Dallas County and the Town of Sunnyvale entered into a SUPPLEMENTAL AGREEMENT TO MASTER AGREEMENT for the Lawson Road MCIP Project 22604 from Scyene Road to US 80 East Bound Service Road; and

pursuant to Court Order 2011-1335 dated August 9, 20 II, Dallas County and the City of Mesquite entered into a SUPPLEMENTAL AGREEMENT TO MASTER AGREEMENT for the Lawson Road MCIP Project 22604 from Scyene Road to US 80 East Bound Service Road; and

a construction contract was awarded on October II, 20 II by Court Order 2011-1773 to Tiseo Paving Company for the construction of the Lawson Road Project 22604 (Bid No. 2011-096-5697); and

the project has been constructed in reasonable conformity to the plans and specifications for an amount of $2,902,415.49 by Tieso Paving Company which has previously been paid sum together with any and all extras with the exception of sum $166,367.11 which is the full balance due; and

the County has worked with Kaulman County, Town of Sunnyvale, City of Mesquite and TxDOT, and numerous agencies and utilities on this project which is consistent with Vision 1: Dallas County is a model interagency partner l and this project will improve County transportation and other infrastructure which is consistent with Vision 4: Dallas County proactively addresses critical regional issues and Vision 5: Dallas County is the destination of choice for residents and businesses; and

the Director of Public Works recommends that final payment in the amount of$166,367.11 be made to Tiseo Paving Company; and

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Dallas County Commissioners Court that final payment for the construction contract with Tiseo Paving Company for the construction of the Lawson Road MCIP Project 22604 from Scyene Road to US 80 East Bound Service Road in an amount not to exceed $166,367.11 be paid from project funds located in Fund 196, Project 820 I, and the project be accepted as complete. /"

N ilRT, this the ' ___ T-_-,1~3_'h ______ 'i,

t2

LAWSON ROAD MCIP PROJECT NO. 22604 BID #2011-096-5697 Limits: From Scyene Road to US 80-E.B. Service Road WORKING DAYS IN CONTRACT: 130

WORKING DAYS CHARGED TO DATE: 123 Project Manager: John l. Mears, P.E. ESTIMATE NO.9 FINAL

CONTRACT AMOUNT: $2,904,679.311@#$% Contractor: Tiseo Paving Company PO Box 270040 Dallas, Texas 75227 FROM: 8/1112 TO: 10/12/12

DESCRIPTION UNIT PLAN~L QTYTODATE QTYTHIS

UNIT PRICE EXTENSION OVER(.)IUNDER(+) ITEM NO MONTH PRICE THIS MONTH CONTRACT

PAVING (BASE BID)

100 PREPARING ROW STA 83.1 83.10 0.00 $2,132.00 $0.00 $177,169.20 .. ~.~ ___ ~Q:g~o __ ~ 104 REMOVING CONG (CULVERT CAP) SY 36 0,00 $30.00 $0.00 $0.00 $1 080.00 104- SAWCUT LF 175 175.00 -- 0.00 $3.10 $0.00 $542.50 $0.00 110 EXCAVATION (ROADWAY & DITCH) CY 17,999 17999.00 . 0.00 $4,50 $0.00 $80,995.50 $0.00

132$ EMBANKMENT (DENS CONT)(TYC)(CL3) CY 7,754 7454_00 1 0.00 $2.30 $0.00 $17,144.20 $690.00 .m@ ADDITIONAL DIRT LOADS EA 20 31.00 0.00 $125.00 $0.00 $3,875.00 -$1 375.00

~ ADDITIONAL DIRT FOR SLOPING LF 1,100 1375.00 0.00 $28.95 ~Q.OO $39,806.25 ·$7,961.25

1§i@1 CELL FBR MULCH SEED(PERM)(URBAN)(CLAY) SY 3,515 0.00 0.00 $0.85 $0,00 $0.00 $2987.75

1§1.@t CELL FBR MULCH SEED (PRINCESS 77) $Y 1,000 0.00 0.00 $2.12 $0.00 $0.00 $2,120.09

1Mi CELL FBR MULCH SEED (NATIVE) $Y 57,000 57590.00 0.00 $1.30 $0.00 $74,867.00 "$767.00 169 SOIL RETENTION BLANKETS (CLASS 1){TYC) SY 9,934 2400.00 2400.00 $0.84 $2016.00 $2,016.00 $6 328.56

216 PROOF ROLLING HR 25 2.50 0.00 $100.00 $0.00 $250.00 $2,250.00 - --260 LIME TREATMENT (EXISTING MATER!AL)(OC)(8") SY 22,161 2.2233.77 0.00 $1.90 10.00 $42,244.16 -$138.26

260 LIME TREATMENT (EXISTING MATERIAL){OC){13") SY 22,894 15378.35 0.00 $1.90 $0.00 $29,218.87 .. _. $14, 275321............. 260$ LIME (HYDRATED LlME)(SLURRY) TON 1,487 1922.40 0.00 $155.00 $0.00 $189,472.00 $41 013.00

340 HOT MIX ASPHALTIC CONCRETE (TY D) TON 37 23.32 0.00 $100.00 $0.00 $2,332.00 $1368.00

360 CONCRETE PAVEMENT (8")(SHOULDER) SY 10,810 10770.86 0.00 $24.00 $0.00 $258,500.64 $939.36

360 CONCRETE PAVEMENT (JOINT REINF)(13") $Y 22,148 22233.77 0.00 $39.00 $0_00 $867,117.03 -$3345.03

402 TRENCH EXCAVATION PROTECTION LF 430 170.00 0.00 $2.65 $0.00 $450.50 $689.00 -- -432 RIPRAP (CONCRETE OVER UTILITY UNES)(5") CY 150 149.94 0.00 $263.00 $0.00 $39,434.22 $15.78

432#$% RIPRAP (CONCRETE FOR ~L?PES)(5") SY 2600 2588.94 -753.00 $47.78 -$35978.34 $123,699.55 $528.45

462 CONCRETE BOX CULVERT (4FT X 3 FT) LF 52 52.00 0.00 $210.00 $0.00 $10,920.00 $0.00

464 REINF CONC PIPE (CLASS 111)(18 IN) LF 332 332.00 0.00 $54.60 $0.00 $18,127.20 $0.00

464 REINF CONC PIPE (CLASS 111)(24 IN) LF 316 316.00 0.00 $66.15 !}O.OO $20,903.40 $0.00

464 REINF CONC ?IPE (CLASS 111)(36 IN) LF 36 36,00 0.00 $113.00 $0.00 $4,068.00 $0.00

464 RE1NF CONC PIPE (CLASS Jl1)(60 IN) LF 88 88_00 0.00 $234.00 $0.00 $20,592.00 $0.00 466 HEADWALL (CH-PW-S)(D!A 60 IN) EA 2 2.00 0.00 $7,300.00 $0.00 $14,600.00 $0.00

466@ SET PUMPS FOR DEWATERING LS 1 1,00 0.00 $2,300.00 $0.00 $2,300.00 $0.00 466@ 6" PUMPS FOR DEWATERING DAY 10 10.00 2.00 $950.00 $1 900.00 $9,500.00 $0.00 467 SET (TY !)(S-4 FT)(HW-3 FT) (4:1)( C) EA 2 2.00 0.00 $3,300.00 $0.00 $6,600.00 $0.00 467 SET (TYII)(18 IN)(RCP)(4:1) (C) EA 12 12.00 0.00 $1,100.00 $0.00 $13,200.00 $0.00 .• 467 SET (TYI_~~(?4 IN)(RCP)(4:1) (C) EA 10 10.00 0.00 $1,250.00 $0.00 $12,500.00 $0.00 --467 SET (TYII)(36 !N)(RCP)(4:1) (C) EA 2 2.00 0.00 I $3,050.~L............ $0.00 $6,100_00 $0.00

Page 1 of6

LAWSON ROAD MCIP PROJECT NO. 22604 BID #2011-096-5697 limits: From Scyene Road to US 80 e.B. Service Road WORKING DAYS IN CONTRACT: 130

WORKING DAYS CHARGED TO DATE: 123 Project Manager: John L. Mears, P.E. ESTIMATE NO.9 FINAL

CONTRACT AMOUNT: $2,904,679.31!@#$% Contractor: Tiseo Paving Company PO Box 270040 Dallas, Texas 75227 FROM: 8/1/12 TO: 10112112

DESCRIPTION UNIT IpLANQn QTYTHIS UNIT PRICE EXTENSION OVER(.)lUNDER(+) ITEM NO QTY TO DATE MONTH PRICE THIS MONTH CONTRACT

472 REMOVE & RELAY CONCRETE BOX CULVERT (8'X4') LF 82 82.00 0.00 $94.00 $0.00 $7,708.00 $0.00 496 REMOVING STRUCTURES (CONCRETE PIPE)(12IN TO 60 IN) LF 773 734.QO 0.00 $12.00 $0.00 $8,808.00 $468.00 496 REMOVING STRUCTURES (STEEL PIPE) LF 254 250.00, 0.00 $8AO $0.00 $2,100.00 $;??60 500 MOBILIZATION LS 1 1.00

1 0.00 $85,000.00 $0.00 $85,000.00 $0.00

502 BARRICADES, SIGNS AND TRAFFIC HANDLING MO 6 7.00 0.00 $1.600.00 $0.00 $11,200.00 -$1.600.00

~-~ FIELD OFFICE MO 6 7.00 0.00 $9,200.00 $0.00 $64,400.00 -$9,200.00

506 BALED HAY LF 680 404.00 44.00 $6.30 $277.20 $2,545.20 $1 738.80 506 ROCK FILTER DAM (TY2)(INSTALL) LF 350 250.00 0.00 $12.60 $0.00 $3,150.00 $1 260.00

506 ROCK FILTER DAM (TY 2)(REMOVE) LF 350 250.00 50.00 $4.20 $210.00 $1,050.00 $420.00

506 CONSTRUCTION EXIT (INSTALL) EA 2 0.00 $1,000.00 $0.00 $0.00 $2000.00

506 CONSTRUCTION EXIT (REMOVE) EA 2 0.00 $368.00 $0.00 $0.00 $736.00

508! CONSTRUCTION DETOUR(LAWSON ROW) LS 1 1.00 0.00 $26,000.00 --~~ $26,000.00 $0.00

530 CONCRETE DRIVEWAY (8") SY 1,185 1288.00 0.00 $50.00 $0.00 $64,400.00 -$5150.00

~ RELOCATE DRIVE LS 1 1.00, 0.00 $1,132.75 $0.00 $1,132.75 $0.00

540% METAL BEAM GO FNC (WOOD POST) LF 2,394 2712.50 0.00 $18.75 $0.00 $50,859.38 45971.88

540 METAL BEAM GO FNC (WOOD POST)(SHORT RADIUS) LF 33 162.50 0.00 $300.00 $0.00 $48,750.00 -$38850.00

540 METAL BEAM GO FNC (LOW FILL CULVERT) LF 90 100.00 0.00 $45.00 $0.00 $4,500.00 -$450.00

540 TERMINAL ANCHOR SECTION (12 GA) EA 3 2.00 0.00 $700.00 ~"o.oo $1,400.00 $700.00

540% REMOBILIZATION & BARRICADES FOR ADD. MOW STRIP LS 1 1.00 1.00 $4,675.00 $4675.00 $4,675.00 $0.00

540% METAL BEAM GUARD FENCE MOW STRIP LF 1660 1660.00 1660.00 $26.00 $43160.00 $43,160.00 __ ~M_O __ 544 GUARDRAIL END TREATMENT (INSTALL)(ET 2000)(W~OD POST) EA 1 1.00 0.00 $2,100.00 $0.00 $2,100.00 $0.00

552% WIRE FENC~ (WOVEN WIRE)(STEEL POST)(TYD) LF 15,198 15143.42 1260.42 $4.05 $5,104.70 $61,330.85 $221.05

552% GATE (TY2) EA 11 11.00 1.00 $1,000.00 $1 000.00 $11,000.00 $0.00 644 SMALL SIGN ASSEMBLIES (INSTALL) EA 7 10.00 0.00 $370.00 $0.00 $3,700.00 -$1,110.00

644 SMALL SIGN ASSEMBLIES (REMOVE) EA 4 4.00 0.00 $132.00 $0.00 $528.00 $0.00

658 INSTL OM ASSM (OM~2Y)(FLX)GND EA 12 8,00 0.00 $79.00 $0.00 $632.00 $316.00 658 INSTL OM ASSM (OM-3)(FLX)GND EA 6 6.00 0.00 $205.00 $0.00 $1,230.00 $0.00 658 INSTL O~~.ASSM (OM-3F) EA 3 0.00 $205.00 $0.00 $0.00 $615.00 658 INSTL DEL ASSM (D-DW) SZ 1 (FLX)GF2 EA 17 33.00 0.00 $58.00 $.9"~ $1,914.00 -$928.00 r-----666 REF PVT ~KGS (TY 1)(4 IN)Cv:')(125 MIL)(SLD) LF 16,280 16280.00 0.00 $0.58 $0.00 $9,442.40 $0.00

~66 REF PVT MKGS (TY 1)(24IN)(W)(125 MIL) LF 93 93.00 0.00 $7.50 $0.00 $697.50 $0.00 666 REF PVT MKGS (TY 1)(4 IN) (Y) (125 MIL)(BROKEN) LF 1,945 1945.00 0.00 $0.58 $0.00 $1,128.10 $0.00 666 REF PVT MKGS (TY 1)(4IN)(Y)(125 MIL)(SOLlD) LF 1,410 1410.00 0.00 $0.58 $0.00 $817.80 $0.00 666 REF PVT MKGS (TY I)(SYMBOL)(WHITE) EA 2 2.00 0.00 $420.00 $0.00 $840.00 $0.00 672 RAISED PVT MARKERS TY II-A-A EA 215 215.00 0.00 $2.65 $0.00 $569.75 $0.00 678 PAV SUR PREP FOR MKGS (41N) LF 19,635 19635.00 0.00 $0.11 $0.00 $2,159.85 $0.00 67B PAV SURF PREP FOR MKGS (24 IN) LF 93 93.00 0.00 $0.35 $0.00 $32.55 $0.00

-~

Page 2 af6

LAWSON ROAD MCIP PROJECT NO. 22604 BID #2011·096·5697 Limits: From Scye-no Road to US 80 E.S. Service Road WORKING DAYS IN CONTRACT: 130

WORKING DAYS CHARGED TO DATE: 123 Project Manager: John L. Mears, P .E. ESTIMATE NO.9 FINAL

CONTRACT AMOUNT: $2.904.679.31!@#$% Contractor: Tiseo Paving Company PO Box 270040 Dallas, Texas 75227 FROM: 8/1/12 TO: 10112112

DESCRIPTION UNIT PLANQTY QTYTHIS UNIT PRICE EXTENSION OVER(.)fUNDER(·»

ITEM NO OTYTO DATE MONTH PRICE THIS MONTH CONTRACT -678 PAV SURF PREP FOR (MKGS)(SYMBOL) EA 2 2.00 0.00 $55.00 $0.00 $110.00 $0.00 SUBTOTAL PAVING ITEMS (BASE BID) $22,364.56 $2,617,616,35

BRIDGE (BASE BID)

104 REMOVE CONCRETE (RIPRAP) SY 230 i 230.00 0.00 $53.00 $0.00 $12,190.00 $0.00

104 REMOVE CONCRETE (BRIDGE APPROACH SLAB) SY 260 260.00 0.00 $44.10 $0.00 $11,466.00 $0.00 -;04 REMOVE CONCRETE (BRIDGE WINGWALL) Cy 1 2.00 0.00 $1,100.00 $0.00 $2,200.00 -$1 100.00

400 CEMENT STABILIZED BACKFILL (ABUTMENTS) CY 150 96.00 0.00 $132.00 $0.00 $12,672.00 $7128.00

420 CL S CONCRETE BRIDGE APPROACH SLAB SY 260 260.00 0.00 $158.00 $0.00 $41,080.00 $0.00

420 CL S CONCRETE BRIDGE WINGWALL CY 1 2.00 0.00 $2,650.00 $0.00 $5,300.00 -$2650.00

429 CONCRETE STRUCTURAL REPAIRS (BRIDGE DECK)(1" THICK) SF 7,260 7260.00 0.00 $16.28 $0.00 $118,192.80 $0.00

432 RIPRAP(CONCRETE)(5") CY 35 46.14 0.00 $370.00 $0.00 -$17,071.80 -$4121.80

446 CLEANING & PAINTIN~ EXISTING PILLING (SYSTEM II) LS 1 1.00 0.00 $41,000.00 I $0.00 $41,000.00 $0.00

446! BRIDGE PAINT OVERCOAT SYSTEM LS 1 1.00 0.00 $6,270.00 $0.00 $6,270.00 $0.00

446@ CLEAN & SEAL BRIDGE JOINTS LF 230 230.00 0.00 $33.75 $0.00 $7,762.50 $0.00

540 METAL BEAM GO FNC TRANS(T101) EA 1 2.00 0.00 $1,200.00 $0.00 $2,400.00 -$1 200.00

540! STRAIGTEN BRIDGE RAIL LS 1 1.00 0.00 $750.00 $0.00 $750.00 $0.00

544 GUARDRAIL END TREATMENT (INSTALL)(ET200~~WOOD POST) EA 2 1.00 0.00 $2,100.00 $0.00 $2,100.00 $2100.00

SUBTOTAL BRIDGE (BASE BID) $0.00 $280,455.10

599 PARTNERING WORKSHOP LS 1 0.50 0.00 $781.58 $0.00 $390.79 $390.79 - , OPTION BID ... _-

508! CONSTRUCTION DETOUR (FLEX BASE)(TYD)(GR 3) SY I 0 878.50 0.00 $4.50 $0.00 $3,953.25 -$3953.25

SUBTOTAL PAVING ITEMS (BASE BID) $22364.56 $2,617,616.35

SUBTOTAL BRIDGE ITEMS (BASE BiD) $0.00 $280,455.10

SUBTOTAL PARTNERING WORKSHOP $0.00 $390.79

._--TOTAL OPTION BID $O.Q.O $3,953.25

TOTAL BASE BID+ PARTNERING WORKSHOP +OPTION BID •..... , $22,364.56 $2,902,415.49 - - ---- ---- ----- --_.

Page30f6

LAWSON ROAD MCIP PROJECT NO. 22604 Limits: From Scyene Road to US 80 E.B. Service Road

Project Manager: John L. Mears, P.E.

Contractor: Tiseo Paving Company PO Box 270040 Dallas, Texas 75227

ESTIMATE NO.9 FINAL

FROM: 811112 TO: 10/12112

BID #2011-096-5697 WORKING DAYS IN CONTRACT: 130 WORKING DAYS CHARGED TO DATE: 123

CONTRACT AMOUNT: $2,904,679.31 !@#$%

ITEM NO \ DESCRIPTION \ UNIT \PLANQ~ QTYTODATE \ ~~~!S UNIT PRICE j PRICE THIS MONTH\ EXTENSION OVER(.)/UNDER(+) CONTRACT

The above items and materials

were installed and/or received in the amount and quantities shown:

bm> ~4C;I. /~4J /o;{.£0Z seNioR CONSTRUCTION INSPECTOR ' DATE

i/-

~...L..........< ('he X"d' I I ,( 5 / I 4_ PRO ECT MANAGER . DATE

~.J~I"'n<."'A 11/5/'2 AS STANT DIRECTOR , DATE

///(, {z_ DATE

TOTAL WORK TO DATE

LESS RETAINAGE

DIFFERENCE

LESS SPECIAL DEDUCTIONS LESS LIQUIDATED DAMAGES

SUBTOTAL

l.ESS PREVIOUS PAYMENTS

AMOUNT DUE

Page4of6

$2,902,415.49 $0.00

$2,902,415.48

$0.00 $0.00

$2,902,415.48

$2,736,048.37

$166,367.11

d~iI l£;ll~

LAWSON ROAD MCIP PROJECT NO. 22604 limits: From Scyene Road to US 80 E.B. Service Road

Project Manager: John l. Mears, P.E.

Contractor: Tiseo Paving Company PO Box 270040 Dallas, Texas 75227

ITEM NO I

TO THE AUDITOR:

FUNDING SPLITS

DESCRIPTION

196-0-8318-0-132-22604-0-0 -100% RTR

ESTIMATE NO.9 FINAL

FROM: 8/1/12 TO; 10112/12


CONTRACT AMOUNT: $2.904.679.31!@#$%

! UNIT IpLANan1 aTYTODATi: I ~~~:~s UNIT PRICE IPR1C~!HISMONTHI EXTENSION OVER(-)/UNOER(+)

CONTRACT

11":0.249680 '- J

$166.367.11

Page 5 of6

LAWSON ROAD MCIPPROJECTNO. 22604 Limits: From Scyene Road to US 80 E.B. Service Road

Project Manager: John L. Mears, P.E.

Contractor; Tiseo Paving Company PO Box 270040 Dallas, Texas 75227

ESTIMATE NO.9 FINAL

FROM: 811/12 TO: 10112112


CONTRACT AMOUNT: $2.904,679.311@#$%

ITEMN~l DESCRIPTION I UN'Tl~~N~QTYTODATE I a~:~s l UNIT PRICE I PRI:ETHIS MONTHI EXTEN${ON OVER(-)JUNDER(+)

CONTRACT

CERTIFICATE P07

The attached account for Tiseo Paving Company $166,367.11

is, within my knowledge, just and true, has not been paid or presented for payment before, and all offsets,

credits, and/or payments have been allowed thereon. This account was incurred on behalf of the County of Dallas,

and the County has received full benefit thereof. This statement is made for the purpose of obtaining payment

of the attached account.

BY~~ehd DATE: loh4itJ-

T I TITLE: ~

Page 6 of6

BID: #2011-096-5697

Lawson Road Project 22604

22604 Project Number

TISEO PAVING COMPANY

Prime/General Contractor

DALLAS COUNTY MBEMrBE PAYMENT REPORT

LAWSON ROAD 9& FINAL Project Title Invoice # Job#

AMOUNT OF BID $2,648,751.06

List each MBEIWBE business that you plan to use on this initiative. Deletion of firms must be approved by Dallas County prior to finalization.

Name of MBEIWBE Planned Amount Planned % Amount of Invoice Amt Paid to Date

AXIS CONTRACTING, INC. $ 35,000.00 1.3214% $ 10,338.86 $ 137,427.49

BROCK ENVIRONMENTAL $ 20.000.00 0.7551% $ 2,774.00 $ 12,735.50

J.T. DERSNER INC. $ 175,000.00 6.6069% $ 9,093.60 $ 181,872.00

ROADMASTER STRIPING $ 14,000.00 0.5286% $ 743.96 $ 14,879.15

ODUM SERVICES, LP $ 50,000.00 1.8877% $ 5,302.28 $ 106,045.50

JR STEEL, INC. $ 15,000.00 0.5663% $ - $ 19,081.26

NOTE: This form must be completed and submitted with each payment request.

Any (Significant) deviation from planned should include attached explanation.

% To Date

392.65%

63.68%

103.93%

106.28%

212.09%

127.21%

==================================================================================================================

The Information listed above is certified to be correct:

ROBERT CAUDILLIV.P. LHL~,L# Printed Name of Officer/Dlrector SigAature of Officer/Director 10/23/2012

Reviewed by:

C)-Lr:':'er ...... DalCs County Proj, Mgr

11/1/12 Date:

!ONV k·

----

STATE OF TEXAS COUNTY OF DALLAS

BEFORE ME, the

CONTRACTOR AFFADAVIT

undersigned authority, on this day personally appeared

for TISEO PAVING COMPANY of ____________ County, Texas, known to me to be a credible

person, who, having been by me duly sworn, on oath states:

I . That said affiant is a legal representative of the company uamed as Contractor in that certain contract between him and the County of Dallas dated the 11th day of October 20, 2011, for the construction of certain bona fide improvements on the property therein described, which are as follows:

LAWSON ROAD MCIP PROJECT 22604 SCYENE ROAD TO US 80 E.B. SERVICE ROAD

2. That said improvements have been fully completed in accordance with the tenns of said Contract and have been accepted by the County.

3. That, to the certain knowledge of this affiant, all bids or claims due subcontractors, laborers or material men for labor and materials going into the construction of the improvements and due. any and all other claimants have been fully paid and all liens released except as follows: (Insert the word "None", if such is the case.)

Name aud Nature of Claim

None

Amount

4. That the contract price stipulated in the aforementioned Contract for construction of said improvements was

$ 2,648,751.06 , and amended by subsequent change orders totaling $ 255,928.25 for a total contract amount

of $ 2,904,679.31. The Project has been completed for an actual total of $ 2,902,415.49 , and said sum together

with any and all extras has been fully paid, to this affiant with the exception of the sum of $ 166,367.11 , which

is the full balance due as of the date hereof

The representations herein contained are made by said affiant with the express understanding and intent that they will be relied upon by the County of Dallas.

WITNESS MY SIGNATURE ON THIS, the ~(...!...~_II"\_ day of CC::r ,2012.

~L~U/ Affiant

'12:.bur CAuclfl/

DEPARTMENT OF PUBLIC WORKS COUNTY OF DALLAS

DALLAS, TEXAS CHANGE ORDER NO. 5

PROJECT:

PROJECT NO.

LAWSON ROAD (SCYENE ROAD TO U.S. 80) 22604

ORIGINAL CONTRACT AMOUNT ...................... $ 2,648,751.06 NET EFFECT OF PREVIOUS CHANGE ORDERS .......... $ 231,300.25 REVISED CONTRACT AMOUNT BY ABOVE CHANGE ORDER.$ 2,880,051.31 NET EFFECT OF THIS CHANGE ORDER ............... $~~~2~4~,~6~2~8~.~0~0 REVISED CONTRACT AMOUNT BY THIS CHANGE ORDER .. $ 2,904,679.31

EFFECT OF CHANGE: the sum of TWENTY FOUR THOUSAND SIX HUNDRED TWENTY EIGHT "a~n",d~0,,-0,,-/'-.:1::.0:;..0,,-=::D:=.O=L=L,-,AR=S_(,-,$,-,2,,-4:..L.' 6:;..2=8-.:.. ~O~O""-)_ shall be ADDED TO the previous contract price.

Distribution of funds for this change: $ 24,628.00 (Fund ~ - Project: 22604 RTR)

For this project the contract is amended features shown in the DESCRIPTION OF specifications, conditions or requirements hereby.

hereby with respect to the items and WORK and no other items, features of the contract are waived or changed

AGREEMENT: By the signatures below of the duly authorized agents of the County of Dallas, Texas and TISEO PAVTNG, the said County of Dallas and TISEO PAVING, do hereby agree to append this Change Order to the original contract between said parties, dated OCTOBER 11, 2011.

DESCRIPTION OF WORK: SEE ATTACHMENT "An AND "B"

There are no additional working days to be granted with this change order.

TISEO PAVING COMPANY COUNTY OF DALLAS, TEXAS

Recommended by:

John . Mears, P.E. Assistant Director of Public Works

Date: 10/30/12

Alber~. " Director of Public wo?,s

Date: IC)A/~ ~I

ITEM

540

540


DALLAS, TEXAS LAWSON ROAD PROJECT 22604

(SCYENE ROAD TO U.S. 80) CHANGE ORDER NO. 5

ATTACHMENT "Au

ADD THE FOLLOWING ITEMS TO THE CONTRACT

DESCRIPTION QUANTITY UNIT TOTAL UNIT PRICE

SCHEDULE I -PAVING (BASE BID) REMOBILIZATION AND 1 LS $4,675.00 BARRICADES FOR ADDITONAL MOW STRIP METAL BEAM GUARD 1,660 LF $26.00 FENCE MOW STRIP

TOTAL CONTRACT ITEMS TO ADD

EXTENSION

$4,675.00

$43,160.00

$47,835.00

ITEM

540

552

552


DALLAS, TEXAS LAWSON ROAD PROJECT 22604 (SCYENE ROAD TO U.S. 80)

CHANGE ORDER NO. 5

ATTACHMENT "AN

INCREASE THE FOLLOWING ITEMS TO THE CONTRACT

DESCRIPTION QUANTITY UNIT TOTAL UNIT PRICE

SCHEDULE I -PAVING (BASE BID) METAL BEAM GUARD 700 LF $18.75 FENCE(WOOD POST) WIRE FENCE (WOVEN 1,400 LF $4.05 WIRE) (STEEL POST) (TY D) GATE (TY 2) 1 EA $1,000.00

TOTAL CONTRACT ITEMS TO INCREASE

EXTENSION

$13,125.00

$5,670.00

$1,000.00

$19,795.00




ATTACHMENT "Au

DECREASE THE FOLLOWING ITEMS TO THE CONTRACT

ITEM DESCRIPTION QUANTITY UNIT TOTAL UNIT PRICE

SCHEDULE I -

PAVING (BASE BID) 432 RIPRAP (CONCRETE 900 SY $47.78

FOR SLOPES) (5")

TOTAL CONTRACT ITEMS TO DECREASE

NET CONTRACT INCREASE

EXTENSION

$43,002.00

$43,002.00

$24,628.00




ATTACHMENT "B"

DESCRIPTION OF WORK:

Detailed description of changes covered by this Change Order are documented below:

ITEM 432, RIPRAP (CONCRETE FOR SLOPES) (5") ITEM 540, METAL BEAM GUARD FENCE (WOOD POST)

ITEM 540, METAL BEAM GUARD FENCE MOW STRIP ITEM 540, REMOBILIZATION AND BARRICADES FOR ADDITIONAL MOW STRIP

ITEM 552, WIRE FENCE (WOVEN WIRE) (STEEL POST) (TY D) ITEM 552, GATE (TY 2)

Add or adjust the above items due to actual conditions encountered in the field.

COURT ORDER

ORDER NO. _(_~_O_J_!. ___ :3l

DATE: ____ ~N~o~v~e~m~b~ff~1~3~,~2~0~12~

STATE OF TEXAS §

COUNTY OF DALLAS §


the 13th day of November ,2012, on motion made by Dr. Elba Garcia District

and seconded by Maurine Dickey, District ill

adopted:

, the following order was

WHEREAS, the matter set forth below was briefed to the Dallas County Commissioners Court on November 13, 2012; and

WHEREAS, Pursuant to Court Order 2008-1948 dated October 7, 2008, Dallas County and 111e City of Wilmer entered into a MASTER AGREEMENT GOVERNING TRANSPORTATION MAJOR CAPITAL IMPROVEMENT PROJECTS which authorized transportation improvements on PLEASANT RUN ROAD OVERPASS PROJECT 31401 from Sunrise Road to IH-45. The project is located in Road and Bridge District 3 and in ilie City of Wilmer; and

WHEREAS, an agreement for Right-of-Entry, Possession and Use ("Agreement") is required when it is impossible for ilie County to eiilier purchase ilie owner's right to ilie land or initiate and finalize condemnation proceedings prior to construction date; and

WHEREAS, correspondingly, an agreement is needed as part ofilie right-of-way and roadway inlprovements for ilie Pleasant Run Road Overpass Project iliat crosses land owned in fee by Union Pacific Railroad Company (UPRR). The attached Right-of-Entry Agreement permits Dallas County to construct project facilities wiiliin the land as stipulated and detailed in ilie agreement; and

WHEREAS, as part of this process, Union Pacific Railroad Company (UPRR) has executed ilieneccssary agreement to complete this transaction; and

WHEREAS, this subject request is consistent wiili Vision!: (Dallas County is a model interagency partner); Vision 4: (Dallas County proactively addresses critical regional issues), and Vision 5: (Dallas County is the destination of choice for residents and businesses) ofilie County's Strategic Plan in partnering wiili its project partners, both municipal and citizemy, and being responsive to individual propertY owner's needs and recognizing those rights to the fullest extent.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by ilie Dallas County Commissioners Court iliat ilie County Judge is hereby auiliorized and directed to execute ilie attached License Agreement for Right-of-Entry, Possession and Use wi111 Union Pacific Railroad Company (UPRR) for ilie Pleasant Run Road Overpass MelP Project 31401 from Sunrise Road to IH-45 in the City of Wilmer.

DONE IN OPEN COURT tlris the~1,",3""th,--_day of ___ ch:N",ov-",e~""er,--_______ , 2012.

SC:CFM:dlc V:IPropIROWl31401IParcel4B

t,(/

ommended by:

Dr. Elba Garcia, District 4

L9ifector of Public Works

LICENSE AGREEMENT FOR RIGHT OF ENTRY

STATE OF TEXAS § §

COUNTY OF DALLAS §

WHEREAS, UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, successor in interest by merger with SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware company, is/are the owners(s) of certain tracts ofland in Dallas County, Texas, more fully described in Exhibit(s) "A", attached hereto, which by this reference becomes a part hereof for all purposes;

WHEREAS, the County of Dallas, acting by and through the Department of Public Works of the County of Dallas, for the intended purpose of constructing a road and the appurtenances thereto, desires to have the right of entry on said described tract(s) of land, encumbered with the improvements thereon by November 1,2012 or as soon thereafter as may be possible, for the purpose of road construction and appurtenances thereto, including but not limited to the relocation of utilities, as it would be impractical if not impossible for the County of Dallas to acquire said interests or to institute condemnation proceedings by that date; and

NOW THEREFORE in consideration of One and 00/100 Dollars ($1.00), the mutual covenants and agreements described herein, and for good and valuable consideration, receipt of which is hereby acknowledged, it is agreed:

KNOW ALL BY THESE PRESENTS that, UNION PACIFIC RAILROAD COMPANY, hereinafter called Licensor, hereby acknowledged, and confessed, whether one or several, has granted and by these presents does grant unto the County of Dallas, hereinafter called Licensee, a License for the right of entry upon the land, described in Exhibit(s) A.

THIS GRAc'lT of a License for the right of entry is conditioned upon the following terms and the additional tenns set forth in Exhibit B, attached hereto: """"

1. That the Licensee, its employees and Contractor shall have the right of entry upon the land(s) described in Exhibit(s) A from and after November 1, 2012, unless terminated as hereinafter provided.

2. That the License herein made shall not prejudice in any way Licensor's rights to receive full and just compensation according to law for any permanent interests to be acquired by the Licensee in the above-described land(s) as encumbered with improvements thereon, save and except all oil, gas and sulphur as above provided.

3. That this License, and the right of entry obtained by the Licensee hereunder, shall ipso facto terminate and be void and of no further force and effect on the first day of the ninth (9th

) month following the month of execution of this Agreement, unless the Licensee and

1 c:luserslland027lappdatalJocalltemplnotes I b2023\county of dallas-license agmt for roe 2012-09-24.docx

Licensor have extended the time limitations as stated herein by mutual agreement in writing prior to said date.

4. That it is expressly provided that in the event the Licensee institutes condemnation proceedings against Licensor or the land, the Licensee will not be liable to Licensor for interest except as provided by law on any award or judgment is such proceedings for any period prior to the time that the amount of the award is deposited into the registry of the Court.

5. This Agreement and all matters pertinent thereto shall be construed and enforced in accordance with Title 5 of the Texas Civil Practice & Remedies Code, and all applicable municipal, county, State of Texas and federal laws. Licensor expressly agrees that, except as expressly provided herein, no provision of this Agreement is any way intended to constitute a waiver by the Licensee of any immunity from suit or from liability that the Licensee may have by operation of law. Nothing herein is intended to benefit any third-party beneficiaries to this Agreement. The exclusive venue for any legal action between the parties arising from this Agreement shall lie in Dallas County, Texas.

6. If any provision of this Agreement is construed to be illegal or invalid, this will not affect the legality or validity of any of the other provisions. The illegal or invalid provision will be deemed stricken and deleted, but all other provisions shall continue and be given effect as if the illegal or invalid provisions had never been incorporated. Provided, however, if any provision is construed to be illegal or invalid, then Licensor may tenninate this License upon written notice to Licensee.

7. This Agreement constitutes the sole agreement between the parties hereto and overrides all prior agreements and understandings, oral or written, expressed or implied, between the parties with respect to this License.

(Rest of Page Intentionally Left Blank)

2 c:luserslland027\appdatallocalltemplnotes 1 b2023\county of dalJas·liccnse agmt for roe 20 12-09-24.docx

TO HAVE TO HOLD the possession and use of the above described tracts of land for the purposes and subject to the limitations above described.

Executed this 31s1' day of_--",f)'-'~="-=L-___ ' 2012.

LICENSOR:

UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, successor in interest by merger with SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware company

~~~tName: --=r~~ Title: Assistant Vice President - Real Estate

ACKNOWLEDGMENT

STATE OF NEBRASKA ) ) ss.

COUNTY OF DOUGLAS )

c "T(10tJ~ C.J. MEYeR

Assistant Sooremry

On DeJ.i,k 2,\, 201~, before me, ale<-),,,, A. ~-rseN\ , a Notary Public in and for said County and State, personally appeared=ro ..... Ul k. Lov'G and

c...:r. [\I\@~.,.... , A \I P- Ku\.1 ISs1-",-+t:... an Assistant Secretary, respectively, of ION PACIFIC RAILROAD COMPANY, a Delaware corporatIOn, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument.

(SEAL)

WITNESS my hand and official seal.

GENellAi.NOTAAY -Mol ~ GREGG A. LARSEN

My Comm. &p. Aug. 28. 2018

c:lusers\jand027IappdatallocalltemplnOleS I b20231.county of dallas-license agmt for roe 2012-09-24_docx 3

LICENSEE:

COUNTY OF DALLAS

, i ()

VBy: / \Uri . I~rint Name: CJlaylL, wis Jenkins

Title: countVd~

ACKNOWLEDGMENT

THESTATEOFTEXAS §

COUNTY OF DALLAS §

Before me, the undersigned Notary Public, on this day personally appeared Clay Lewis Jenkins, County Judge for Dallas County, Texas, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was an act of Dallas County, Texas, a political subdivision of the State of Texas, and that he executed the same as the act of the County of Dallas for the purposes and consideration therein expressed and in the capacity herein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, This ~ day of NO\! I'.\J'!\ \J.e<, 2012.

* Approved As To Fonn: Craig Watkins District Attorney

') By: . ( I {/ ,{ Cfr'CI/1/

rri Turner Assistant District Attorney

,~~2~ Notary Public in and for the State of Texas Printed Name: \(..0\o\...\ 16 \\.J'(V\

My Commission Expires: i q ((8 I 12

RUBY tJ'LUM Not,;'lr)f PljoHc

ST A IE OF TEXAS My Comm. Exp, Sep_ HL 2()16

*f3y law, the District Attorneys' Office may only advise or approve contracts or legal documents on behalf of its clients. It may not advise or approve a contract or legal document on behalf of other parties. OUf review of this document was conducted solely from the legal perspective of our client. Our approval of this document was offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek review and approval by their own respective attomey(s).

4 c:\l,lsers\land02:7\appdataIJocalitemplnotesl b2:02:3\county of dallas-licellse agmt tor roe 2:012-09-24 _docx

County: Parcel No.:

Dallas 4B

EXHIBIT "A"

EXHIBIT A

Parcel 4B Page 1 of 3 Pages

July 31, 2012

Highway: project Limits:

Pleasant Run Road From: Sunrise Road To: IH 45 0918-47-080 CSJ:

PROPERTY DESCRIPTION FOR P~~CEL 4B

BEING 0.410 OF ONE ACRE (17,838 S.F.) OF LAND MORE OR LESS, OUT OF AND A PART OF THE ROBERT SLOAN SURVEY, ABSTRACT NO. 1271 IN O}\LLAS COUNTY, TEXAS, SAME BEING A PORTION OF DALLAS INTERUODAL TERMINAL, LOT I, BI.oCK A, RECORDED IN DOCut'1ENT 200600224932 OF THE OFFICIAL PUBLIC RECORDS OF DALLAS COUNTY I TEXAS, CONVEYED TO ONION PACIFIC RAILROAD CQr.iPANY, A DELAWARE C01'1PANY, BY SPECIAL WARRANTY DEED EXECUTED ON JANUARY 20, 2004, FILED FOR RECORD ON JANUARY 21, 2004, RECORDED IN VOLUME 2004012, PAGE 11698 OF THE DEED RECORDS OE' DALLAS COUNTY, TEXAS r BY SPECIAL WARRANTY DEED EXECUTED ON UAY 27! 2004 FILED FOR RECORD ON JUNE 2, 2004, RECORDED IN VOLOr.1E 2004106, PAGE 6706 OF THE DEED RECORDS OF DALLAS COUNTY, TEXAS, AND BY SPECIAL WARRANTY DEED EXECUTED ON APRIL 6, 2004, FILED FOR RECORD ON APRIL 6, 2004, RECORDED IN VOLUEE 2004066, PAGE 8656 OF THE DEED RECORDS OF DALI,AS COUNTY, TEXAS, SAID 0.410 OF ONE A,eRE (17,838 S.F.! OF LAND BEING 1·10RE PARTICULARLY DESCRIBED

BY llETES AND BOUNDS i\8 F0110\;8 AND }\S SHOWN ON THE ATTACHED SKETCH:

BEGINNING at a 5/8 inch iron rod with "UvifM" cap set 100. 00 feG:t left of Engineerl s Cente.rline Station 1017+06.04, at the intersection of the existing northwesterly rightof-wa) line of Pleasant Run Road (85' R.O.vJ.) with a proposed curving northwesterly right-of-way line, same being in the southeasterly line of said Lot 1, for the Point of Beginning and the southwesterly corner of the herein described tract of land, from which an iron rod with "Halfe' cap found in the eXisting northwesterly right-at-way line of Pleasant Run Road at the sQuth,,'Jesterly corner of said Lot 1 bears South 59°2W 43" West, a distance of 745.79 feet and an iron :cod with "Balff" cap found bears North 60°39' 25" East, a distance of 5.91 feet;

1) THENCE, along said curve to the right of 1150.00 feet radius, an arc distance of 294.58 feet, having an angle of intersection of 14°40'36", {the long chord of said curve bears North 49"46'18" East, a distance of 293.77 feet}, with the proposed northwesterly right-of-way line, leaving the existing northwesterl:,' right-of-wa:: line of Pleasant Run Road and the southeasterly line of said Lot 1 and crossing said I.ot 1, to a 5/8 inch ir:on rod .. lith "UfplI-l" cap set 100.00 feet left of Engineer's Centerline Station 1019+75.00, for the endpoint of said curve;

21 THENCE, South 79°06'09,1 East, a distance of 51.44 feet, to a 5/8 inch iron rod !,;ith "MINi I" cap set 65.02 feet left of Engineer's Centerline Station 1020+09.98, for a corner;

3) THENCE, North 59"22'17" East, a distance of 340.42 feet, to a 5/8 inch iron red with "l·iWW' cap set 65.00 feet left of Engineer's Centerline Station 1023+50. 00, for a corner;

Y;\43J-D3E KH pl'"as"nt Aun\"rojeGt lJr,l,,\Fl,ld NctEis\Pat'Gel 45.(' ;

Page 1 of 3

EXHIBIT "A"

Parcel 48 Page 2 of 3 Pages

Jul~' 31, 2012

4) THENCE, Nor:th 44"48'06" East, a distance of 99.38 feet, to a 5/8 inch iron rod \'Jith "MVJMN cap set in a southwesterI:;: right~of~1>lay line of Interstate Highwv.y 45 (R.O.W. 'i'aries) and in a northeasterl:; line of said Lot 1, 90.00 feet left of Engineer's Centerline Station 1024+46.18, for the most northerly corner of the herein described tract of land, from lAhich an iron rod with "Halff" cap found in the southwesterly rightof-way line of Interstate Highway 45 and a northeasterly line of said Lot 1 bears North 19°25'02" West, a distance of 49.51 feeti

5) THENCE, South 19°25'02u East, a distance of 28.41 feet, with the southwesterly right-ot-way line of Interstate Highway 45 and a northeasterl~,' line of said Lot 1, le3ving the proposed northwesterl:i L"ight-of-I-'Iay line, to an iron rod '(<lith "Halff" cap found in a northwesterly right-of-way line of Intertstate Highway 45 and in a southeasterly line of said Lot ~f 62.13 feet left of Engineer's Centerlir.e Station 1024+40.66, for the most easterly corner of the herein described tract of land;

6) THENCE, South 45°51'42" ~vestr a distance of 51.49 feet, with a northwesterly rightof-way line of Inte.rstate Highway 45 and a southeasterly line of said Lot 1, to a TxDOT Type II monument found 50.11 feet left of Engineer's Centerline Station 1023+90.60, for a corner;

7) THENCE, South 59°21'36" West, a distance of 50.06 feet, to an iron rod with "Balf!" cap found in a southwesterly right-at-way line of Interstate Highwa~/ 45, an in a northeasterly line of said Lot 1, 50.10 feet left of Engineer's Centerline Station 1023+40.54, for a corner;

8) THENCE, South 26°09' 55/J East, a distance of 1.22 feet, with t.l-],e southwesterly right-of-\tJa:/ line of Interstate HignvJay 45 and a northeasterl~v line of said Lot I, to an iron rod ,'Jith cap found in the exiting northwesterl~' right-of-way line of Pleasant Run Road and in a southeasterlj' line of said Lot 1, 48.88 feet left of Enginee;,' s Centerline Station 1023+40.44, for a corner;

9) THENCE, South 59°28'43" West, a distance of 659.04 feet, with the northwesterly right-of-way line of Pleasant Run Road and a southeasterly line of I, to the Point of Beginning and containing an area of 0.410 of one acre s.f.) of land, more or: less.

existing said Lot (17,838

Bearing basis: Texas State Plane, North central Zone, NAD 83 (92) modified to surface values using a surface adjustment factor of 1.000136506.

I hereby declare that this survey was made on the ground, under m~' supervision, and that it substantially complies \tiith the current Texas Society o:f Professional Surveyors standards. , __

,r ""'--, \ '-~~~~~-~-.,.~~~~~ ~'-'7-'-'~'

~/ David Edward Uartinez ;v Registered Professional Land Surveyor 5434

MWM DesignGroup 305 East Huntland Drive, Suite 200 Austin, Texas, 78'752 (512) 453-0767

Y:\43)-03E 1':1 1"l""sant [,l.ln\projllct i .L'flin\Fi,eld Notes\f'<l.H ~1 4B.lir-·

Page 2 of 3

Date

EXHIBIT "A"

fRFC: .

\' 'HALFF.'

~'"

0' 5 ' 100'

~S;~5~';j -1< UNION PACIFIC RAILROAD , Do (FORMERL Y H&TC RAILROAD)

q '0 J' VOL. 220, PG. 628 DRDCT "0. -1< 0 '0>"1;; COUNTY OF DALLAS

'3-. s,. 9,,~. 1)-' \ 73059, PG. 1191 DRDCT 'O .. ~. ~1b ~ (25' ROW DEED)

<:> '[r .• 'b 3 1) \ _._-::::==--10' SAN I TARY SEWER 0';( 't %. , LINE EASEMENT o q , .. \"",,- SEE VOL. 76025. PC. 1686 DRDCT '/' ~ -:;'\, ~

LINE L1 L2

LINE TABLE BEARING LENGTH

S19'25'02"E 28.41' S45'51' 42"W 51.49' (S45'52'05"W) (51.42')

L3 S59'21'36"W 50.06' (S59'21'59"W) (50.00')

L4 S26'09'55"E 1.22' (S30'31'24"E) (1.24')

INSET B N.T.S.

L5 N60'39'25"E 5.91 '

L6 S19'25'02"E 77.92' (S19'23'02"E) (78.03')

\ STA 1017+06.04 O· 100.00' LT.

\ ~PROPOSED UNION PACIFIC RAILROAD COMPANY,

SOUTHERN PACIFIC TRANSPORTATION COMPANY

CONVEYED

.' . ,RIGHT:cOF-WAY A DELAWARE CORPORATION

\ VOL 2004012, PG. 11698 DRDCT ARCEL 48 VOl'. 2004106, PG. 6706 DRDCT

O. 0 ACRES VOL' 2004066 PG. 8656 DRDCT VOL. 80251, PG. 894 DRDCT

REFILED '\ 8 S.F,)· ,

DALLAS INTERMODEL TERMINAL VOL. 81017, PG. 1132 DRDCT \

\ LOT 1, BLOCK A

i Men iii

® o

( ) DRDCT

OPRDCT

POB

\ '& ~OC. 20060022<1932 OPROCT

~ ''''0 STA 1019+7502, TxDOT TYPE II MONUMENT FOUND IRON ROD FOUND

(1/2" UNLESS OTHERWISE SPECIFIED)

IRON ROD FOUND WITH CAP 5/8" IRON ROD WITH "MWM' CAP SET

INDICA TES RECORD DATA

. ~. """\~ 10000' LT

'. "'0>, ~S79'06'09"E . 'b \ 51.44' "(,,,

0?- ,

DEED RECORD OF DALLAS COUNTY. TEXAS

'?s \. .~ 65.02' LT. "0\,.0 ",0, \0. \ "'. "\ c"\

OFFICIAL PUBLIC RECORDS OF J \ ,:", 0.(,'0- <'0-1" ,'-. OV "0' \ . '0, '0- ",'0 DALLAS COUNTY, TEXAS

POINT OF BEGINNING .. EXISTING

. , . RIGHT-'OF-WAY (\'

CRtrE CARRIER CORPORATION, A NEBRASKA CORPORA TION

VOl. 97224, PG 3155 ORDCT

\

c& .... ....--- ..... , '" L4 IRFC:

STA 1023+40.44 /O)?'. HAL~F 48.88' LT.

STA 1023+40.54 50.10' LT.

(NS[T A N.T.S.

NG BASIS: TEXAS STATE PLANE. NORTH AL ZONE, NAD 83(92) MODIFIED TO

VALUES USING A SURFACE STATE OF

VOL. 96105. PG. 29541 ORDCT

AT~ OF TEX~S~ 96105, PG.

DRDCT ~~~~~"-" ""'CP"TA TE' HIGHWAY 45 T FACTOR OF 1.000136506. ALL

ARE SURF ACE DISTANCES.

305 East Huntland Drive Suite 200 Au~tin, Texas 78752 p: 512.453.0767 f: 512.453.1734 TAKING:

REMAINDER:

OA10 AC. 211.020 AC

Page 3 of 3

(ROW VARIES)

SKETCH TO ACCOMPANY FIELD NOTES

DATE 31 JUl.12 J06 NO. 43903E

FILE: PAR46.dwg

3 30F 3

County: Parcel No.: Highway:

Dallas 5

EXHIBIT "A"

EXHIBIT A


July 31, 2012

Project Limits: Pleasant Run Road From: Sunrise Road To: IH 45 0918-47-080 CSJ:

PROPERTY DESCRIPTION FOR PARCEL 5

BEING 5.634 ACRES (245,428 S.F.) OF LAND, !lORE OR LESS. OUT OF AND A PART OF THE ROBERT SLOAN SURVEY I ABSTRl'.CT NO. 1271 IN DALLAS COUNTY, rrEXAS, SAHE BEING A !?OR'T'ION OF THE 64_921 ACHE TRACT OF LAND CONVEYED TO SOUTHERN PACIFIC TRANSPORTATION COnPANY/ BY r,,qARRANTY DEED EXECUTED ON DECEHBER 22, 1980,' FILED FOR RECORD ON DECEMBER 24, 1980, RECORDED IN VOLUtJjE 80251, PAGE 894 02 THE DEED RECORDS OF DALLAS COUNTY, TEXAS AND REFILED IN WARRANTY DEED EXECUTED ON DECEMBER 22, 1980, FILED FOR RECORD ON JANUARY 26, 1981 RECORDED IN VOLUME', 81017, PAGE 1132 OF THE DEED RECORDS OF DALLAS COUNTY, TEXAS, SAID 5.634 ACHES (245 r 428 S. F.) OF LAND BEING MORE PARTICULARJ~Y DESCRIBED BY METES AND BOUNDS AS FOLLOWS AND AS SHOWN ON THE ATTACHED SKE'TCH:

COUMENCING at a 1/2 .inch iron rod found in the southeasterly line of said Southern Pacific Transportation Company tract, at the most northerly corner of Lot 18, Block 1 of the Taylor Brothers Addition recorded in Book 38, Page 235 of the Plat Records of Dallas Count:,., Texas and the most west.erly Corner of Lot 19, Bloc]c 1 of said Taylor Brothers Addition, thence as follO\.'s~

North 59°15' 12" East, a distance of 186.70 feet, I.]ith the sQutheasterl:: line of said Southern Pacific Transportation Campan:,· tract and the northwesterly line of Block 1/ of said Taylor Brothers Addition, to a calculated point at the most easterl.y corner of said Southern Pacific Transportation Company tract, the most northe.rly corner of said Taylor Brothers Addition and in the southwesterly line of the tract com-eyed to Iglesia El Camino by deed recorded in Volume 2000129, page 166 of the Official Public Records of Dallas County, Texas;

North 30°50' 03" West, a distance of 2078.67 feet, with the northeasterly line of said Southern Pacific Transportation Company tract, the southwesterly line of said Iglesia El Camino tract and the southwesterlY line of the tract conveyed to Crete Carrier Corporation by deed recorded in Volume 97224, Page 3155 of the Deed Records of Dallas count::.:, Texas, to a 5/8 inch iron red with "H1JJM" cap set 109.00 feet right of Engineer's Centerline Station 1020+20.77 in the proposed southeasterly right-of-way line of Pleasant RUn Road (R.O.W. varies), for the Point of Beginning and the most easterly corner of the herein described tract of land;

1) THENCE, South 59°22rlT~ Hestr a distance of 128.80 feet, leaving the northeasterly line of said Southern Pacific Transportation Compan/ tract and the southwesterly line of said Crete Carrier Corporation tract, and crossing said Southern Pacific Transportation Company tract, with the proposed southeasterly right-at-way .Line of Pleasant Run Road, to a 5/8 inch iron rod with "Mvif!:4" cap set 100.80 feet right of Engineer's Centerline Station 1018+78.34 at an angle point hereof;

2) THENCE, South 40°35' 41" 1!lest, a distance of 801.58 reet, to a 5/8 inch iron rod with "!'-1r.vr.f' cap set 190.00 feet right of Engineer's Centerline Station 1011+10.64 at an angle point hereof;

3) THENCE, South 59°18' 46" Wes'::., a distance of 277.29 feet, to a 5/8 inch iron rod ,~ith

"M¥1M" cap set 1.90.00 feet right of Engineer's Centerline Station 1008+33.35 in the northeasterly right-ot-way line (100' R.O.N.) of the tract conveyed to Union Pacific ·Railroad (formerl~1

Page 1 of 3

EXHIBIT "A"


July 31, 2012

Houston and Texas Central Railroad Company) b:,' deed recorded in Volume P r Page 267 of the Deed Records of Dallas Count~', Texas and the sQuthHesterly line of said Southern Pacific Transportation Compan,:..! tract r for the most southerly corner of the herein described tract of land, from which a 1/2 inch iron pipe found in the southeasterl~-' line of said Southern Pacific Transportation Company tract, at the most northerl~r corner of IJot 7 t Block 1 f of said Taylor Brothers Addition and the most westerly corner of Lot 8 f Block 1, of said Taylor Brothers Addition bears South 19°49(55H East, a distance of 1856.36 feet, to a calculated point in the northeasterly right-oi-way line of said Union Pacific Railroad R.O.W. Volume P, Page 267 tract, at the most southerly corner of said Southern Pacific Transportation Company tract and the most 't'lesterly corner of the tract conveyed to the City of Wilmer by deed recorded in Volume 71076, Page 1968 of the Deed Records of Dallas County, Texas and North 59°15' 12" East, a distance of 673.50 feet and from said southerly corner of said Southern Pacific Transportation Company b:-act, a 1/2 inch iron rod found bears North 07°54' 52" Nest, a distance of 1.29 feeti

4) THENCE, North 19 0 49'55" '01est, a distance of 339.58 feet, leaving the proposed southeasterly right-of-way line of Pleasant Run Road, with the northeasterly right-ofway line of said Union Pacific Railroad R.O.W. Volume P, Page 267 tract and the southwesterl:! line of said Southern PacifiC Transportation Compan~' tract, to a calculated pOint 143.51 feet right of Engineer's Centerline Station 1008+97.30, in the ex:Lsting southeasterly right-oi-wa:L" line of Pleasant Run Road (85' R.O.W.), for the most westerly corner of the herein described tract of land, from which an iron rod with "Halff" cap found in the existing northwesterly right-of-I<!a:!' line of Pleasant RUn Road, in the northeasterly right-of-way line (lOa' ROW) of the tract conveyed to Union Pacific Railroad (formerly Houston and Texas Central Railroad Company) by deed recorded in VoJ.ume 220 t Page 628 of the Deed Records of Dallas CountJ', Texas and at the most southerJ.:! corner of Lot 1, Block A, Dallas Intermodel Terminal recorded in Document 200600224932 of the Official Public Records of Dallas County, Texas, bears North 19°49'55" East, a distance of 86.77 feet;

5) THENCE, North 59 c 28'43 F1 East l a distance of 1101.14 feet, leaving the northeasterl~' right-of·-wa~· line of said Union Pad.fic Railroad Volume P, Page 267 tract, wi th the existing southeasterly right-of-way line of Pleasant Run Road, to a calcuJ.ated point 35.78 feet right of Engineer's Centerline Station J.020+20. 50 at the most 'Ilesterly corner of said Crete Carrier Corporation tract, for the most northerly corner of the herein described tract of land, from which a 5/8 inch iron rod v.Jith cap found in the exj.sting southeasterly line of Pleasant Run Road and at a northwesterly corner of said Crete Carrier Corporation tract bears North 59°28'43 N East, a distance of 318.69 feet;

6) THENCE, South 30 Q 50'03'; East, a distance of 73.22 feet, leaving southeasterly right-of-waj' line of Pleasant Run Road, with the northeasterly Southern Pacific Transportation Company tract and the southwester.l.j' line of said Corpora·tion tract, to the Point of Beginning and containing an area of (245,428 s.f.; of land, more or less.

the existing line of said Crete Carrier 5.634 acres

Bearing basis: Texas State Plane, North Central Zone, NAD 83(92) modified to surface values using a surface adjustment factor of 1.000136506.

I hereby declare that this it substantially complies

survey was made on the ground, under rn~' supervision, and that with the current Texas Society of Professional Surveyors

standards.

David Edward Registered Professional Land Surveyor .5434

MWM DesignGroup 305 East Huntland Drive, Suite 200 Austin, Texas, 78752 (512) 453-0767

Y:\4:'")-03E KH ?lea,sant Run\Pwject ."..ctnin\Field Notes\?lltcel S.doc

Page 2 of3

/ / 07/3'///2::::-

Oa te --il!l':"~'

BEARING TEXAS NORTH CENTRAL. ZONE, NAD 83(92)

TO SURFACE VALUES USING SURFACE ADJUSTMENT FACTOR OF

.000136506. ALL DISTANCE SHOWN ARE SURFACE TANCES,

RT,

UNION PACIFIC RAILROAD

EXHIBIT "A"

5.634 (245,428

(FORMERL Y H&TC RAILROAD) /~ VOL. P, PG. 267 DRDCT 0'';0 ') "bo (100 ROW

.~ ~. /.J

MOST NORTHERLY CORNER OF LOT 7 AND MOST WESTERLY

CORNER OF LOT 8

<l) 1/2" IRON ROO FOUND

ELECTRiC AND JOR COMMUNICATIONS EASEMENT

® <I\)

1 /2" IRON PIPE FOUND AND RIGHT-OF-WAYY'n('T_'-<~~~VOL. 89040, PG. 2806 '"

o 6

IRON ROD FOUND WITH CAP

5/8" IRON ROO WITH "MWM'

CALCULATED POINT INDICATES RECORD DATA

CAP SET SOU THERN PACIFIC

.( )

PRDCT PLAT RECORDS OF

DALLAS COUNTY, TEXAS DRDCT DEED RECORD OF

DALLAS COUNTY. TEXAS

OPRDCT OFFICIAL PUBLIC RECORDS OF

POB

TRANSPORTATION COMPANY CONVEYED VOL. 80251, PG. 894 DRDCT REFILED VOL. 81017, PG. 1132 DRDCT

(64.921 ACRES)

POiNT OF COMMENCEMENT MOST NORTHERLY CORNER OF

18 AND MOST WESTERLY CORNER OF LOT

E=2525795.89 STA. 1020+20. 109.00' RT.

INTERMOOEL TERMINAL LOT 1, BLOCK A

DOC. 200600224932 OPROCT

COUNTY OF DALLAS 73059, PG. 1191 DRDCT

(25' ROW DEED) c~ SUR~"

S\.O~N \'27\ \WJO,C~,o N°·

I EASEMENT

.. ", AND RiGHT-OF-WAY ,,,,0 • VOL 99082, PG. 3756 DRDCT

,,,'J. ,,1

l..c,';<l1\;·, .c,i"I" ELECTRIC AND COMMUNICATIONS SYSTEMS '.,'0 EASEMENT AND RIGHT-OF-WAY

Group

~:§l VOL, 89040, PG. 2803 OROCT

CRETE CARRiER CORPORATION, A NEBRASKA CORPORATION

VOL. 97224, PC 3155 DRDCT

305 East Hur.tlafld Drive pe~~Qg!I§.::iZ.;~~~~~d SKETCH TO ACCOMPANY FIELD NOTES

Suite 200 Austin, Texas 78752 p: 512.453.0767 f: 512.453.1734 TAKING:

REMAINDER,

5.634 AC. 59,287 AC

Page 3 of 3

DATE; 31 JUL 12 JOB NQ 4~903E

filE; PAR 5.dwg

3 30F3

EXHIBITB

Section 1. DEFINITION OF CONTRACTOR

For purposes of this License the term "Contractor" shall mean the contractor or contractors hired by the Licensee to perform any work on any portion of the land and shall also include the Contractor's subcontractors and the Contractor's and subcontractor's respective employees, officers and agents, and others acting under its or their authority.

Section 2.

A. Contractor to:

CONTRACTOR'S RIGHT OF ENTRY AGREEMENT - INSURANCE

Prior to Contractor performing any work within the land, the Licensee shall require the

• execute the Licensor's then current Contractor's Right of Entry Agreement .. obtain the then current insurance required in the Contractor's Right of Entry

Agreement; and • provide such insurance policies, certificates, binders and/or endorsements to the

Licensor.

B. The Licensor's current Contractor's Right of Entry Agreement is marked Exhibit C, attached hereto and hereby made a part hereof. The Licensee confirms that it will inform its Contractor that it is required to execute such form of agreement and obtain the required insurance before commencing any work on the land. Under no circumstances will the Contractor be allowed on the land without first executing the Licensor's Contractor's Right of Entry Agreement and obtaining the insurance set forth therein and also providing to the Licensor the insurance policies, binders, certificates and/or endorsements described therein.

C. All insurance correspondence, binders, policies, certificates and/or endorsements shall be sent to:

Senior Manager - Contracts Union Pacific Licensor Company Real Estate Department 1400 Douglas Street, Mail Stop 1690 Omaha, NE 68179-1690 UP File Folder No. 2768-65

D. If the Licensee's own employees will be performing any of the work on the land, the Licensee may self-insure all or a portion of the insurance coverage subject to the Licensor's prior review and approval.

1 c:\users\land027\appdata\iocal\temp\notes I b2023\cOllnty of dallas-license agmt for roe 20! 2·09·24, docx

Section 3. WORK TO BE PERFORMED BY LICENSOR; BILLING SENT TO LICENSEE; LICENSEE'S PAYMENT OF BILLS

A. As part of this transaction, the Licensor may provide engineering design review, flagging and other services. The engineering design review, flagging and other services, if any, are understood and agreed to be services performed by the Licensor for the Licensee, at the Licensee's sole cost and expense.

B. The Licensor, if it so elects, may provide an estimate of costs of any services by Licensor to the Licensee.

C. The Licensee acknowledges that flagging or other protective service costs are to be paid by the Licensee or the Contractor in connection with the work to be performed by Licensee. All of such costs incUlTed by the Licensor are to be paid by the Licensee or the Contractor as determined by the Licensor and the Licensee. If it is determined that the Licensor will be billing the Contractor directly for such costs, the Licensee agrees that it will pay the Licensor for any flagging costs that have not been paid by any Contractor within thirty (30) days of the Contractor's receipt of billing.

D. The Licensor shall send progressive billing to the Licensee and final billing to the Licensee within one hundred eighty (180) days after receiving written notice from the Licensee that all work affecting the Licensor's property has been completed.

E. The Licensee agrees to reimburse the Licensor within thirty (30) days of its receipt of billing from the Licensor for one hundred percent (100%) of all actual costs incurred by the Licensor for the services provided by the Licensor to the Licensee in connection with the work completed by Licensee including, but not limited to, all actual costs of engineering review (including preliminary engineering review costs incurred by Licensor prior to the Effective Date of this Agreement), construction, inspection, flagging (unless flagging costs are to be billed directly to the Contractor), procurement of materials, equipment rental, manpower and deliveries to the job site and all direct and indirect overhead labor/construction costs including Licensor's standard additive rates.

F. The Licensee agrees that this Agreement in its entirety is subject to Texas Local Government Code Section 262.007.

Section 4. PLANS

A. The Licensee, at its expense, shall prepare, or cause to be prepared by others, the detailed plans and specifications for any improvements to be constructed on, or partially on, the land or other Licensor property and submit such plans and specifications to the Licensor's Assistant Vice President Engineering-Design, or his authorized representative, for prior review and approval. The plans and specifications shall include all appurtenances, associated drainage, shoring, sheeting and excavations for bents and/or abutments next to or adjacent to the Licensor's tracks and, if applicable, all demolition and removal plans for any existing improvements of Licensor on the land for which consent to remove has been given.

2 c:\users\land02TlltppdataIJocal\temp\[\{)teslb2023\county of daI!as·!i~en8e agmt for roe 2012-09-24_docx

B. The final one hundred percent (100%) completed plans that are approved in writing by the Licensor's Assistant Vice President Engineering-Design, or his authorized representative, are hereinafter referred to as the "Plans". The Plans are hereby made a part of this License by reference.

C. No changes in the Plans shall be made unless the Licensor has consented to such changes in writing. Licensor shall review and respond to any such changes reasonably promptly.

D. The Licensor's review and approval of the Plans in no way relieves the Licensee or the Contractor from their responsibilities, obligations and/or liabilities under this Agreement, and will be given with the understanding that the Licensor makes no representations or warranty as to the validity, accuracy, legal compliance or completeness of the Plans and that any reliance by the Licensee or Contractor on the Plans is at the risk of the Licensee and Contractor.

Section 5. NON-LICENSOR IMPROVEMENTS

A. Submittal of plans and specifications for protecting, encasing, reinforcing, relocation, replacing, removing and abandoning in place all non-Licensor owned facilities (the "Non Licensor Facilities") affected by any work of Licensee hereunder including, without limitation, utilities, fiber optics, pipelines, wirelines, communication lines and fences is required under Section 4. The Non Licensor Facilities plans and specifications shall comply with Licensor's standard specifications and requirements, including, without limitation, American Railway Engineering and Maintenance-of-Way Association ("AREMA") standards and guidelines. Licensor has no obligation to supply additional land for any Non Licensor Facilities and does not waive its right to assert preemption defenses, challenge the right-to-take, or pursue compensation in any condemnation action, regardless if the submitted Non Licensor Facilities plans and specifications comply with Licensor's standard specifications and requirements. Licensor has no obligation to permit any Non Licensor Facilities to be abandoned in place or relocated on Licensor's property.

B. Upon Licensor's approval of submitted Non Licensor Facilities plans and specifications, Licensor will attempt to incorporate them into new agreements or supplements of existing agreements with Non Licensor Facilities owners or operators. Licensor may use its standard tenns and conditions, including, without limitation, its standard license fee and administrative charges when requiring supplements or new agreements for Non Licensor Facilities. Non Licensor Facilities work shall not connnence before a supplement or new agreement has been fully executed by Licensor and the Non Licensor Facilities owner or operator, or before Licensor and Licensee mutually agree in writing to (i) deem the approved Non Licensor Facilities plans and specifications to be Plans pursuant to Section 4B, and (ii) supplement this Agreement with terms and conditions covering the Non Licensor Facilities.

3 c:\uscrs\land027\appciatallocalltemplnotes I b2023\county of dallas-license agmt for roe 20 12_09_24, docx

Section 6. TERMINATION

If the License is terminated or expires as provided above, or for any other reason, the Licensee shall pay to the Licensor all actual costs for services provided by the Licensor to the Licensee in connection with any work hereunder up to the date of termination or expiration, including, without limitation, all actual costs incurred by the Licensor in connection with reviewing any preliminary or final Plans.

Section 7. CONDITIONS TO BE MET BEFORE LICENSEE CAN COMMENCE WORK

Neither the Licensee nor the Contractor may commence any work within the land or on any other Licensor property until:

(i) The Licensor and the Licensee have executed this License.

(ii) The Licensor has provided to the Licensee the Licensor's written approval of the Plans.

(iii) Each Contractor has executed Licensor's Contractor's Right of Entry Agreement and has obtained and/or provided to the Licensor the insurance policies, certificates, binders, and/or endorsements required under the Contractor's Right of Entry Agreement.

(iv) Each Contractor has given the advance notice(s) required under the Contractor's Right of Entry Agreement to the Licensor Representative named in the Contractor's Right of Entry Agreement.

Section 8. SPECIAL PROVISIONS

The Licensee believes that the indemnity agreements such as set forth in Sections 14B, 14D and 17C of Exhibit B and other obligations of the Licensee under this License are obligating the Licensee to the expenditure of other than current funds certified as available by the Dallas County Auditor and are thus "debts" under the provision of TEX. CONST. art XI §7. It is understood and agreed that the Licensee is obligated to perform obligations under this License only to the extent required by law.

The Balance of this page is left blank intentionally.

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Section 9. CONDITIONS AND COVENANTS

A. The Licensor makes no covenant or warranty of title for quiet possession or against encumbrances. Any lines constructed on the Licensor's property by or under authority of the Licensee for the purpose of conveying electric power or communications incidental to the Licensee's use of the property for highway purposes shall be constructed in accordance with specifications and requirements of the Licensor, and in such manner as not adversely to affect communication or signal lines of the Licensor or its licensees now or hereafter located upon said property. No nonparty shall be admitted by the Licensee to use or occupy any part of the Licensor's property without the Licensor's written consent. Nothing herein shall obligate the Licensor to give such consent.

B. The Licensor reserves the right to cross the land witl1 such railroad tracks as may be required for its convenience or purposes.

C. The right hereby granted is subject to any existing encumbrances and rights (whether public or private), recorded or unrecorded, and also to any renewals thereof. The Licensee shall not damage, destroy or interfere with the property or rights of nonparties in, upon or relating to the land, unless the Licensee at its own expense settles with and obtains releases from such nonparties.

D. The Licensor reserves the right to use and to grant to others the right to use the land for any purpose not inconsistent with the right hereby granted, including, but not by way of limitation, the right to construct, reconstruct, maintain, operate, repair, alter, renew and replace tracks, facilities and appurtenances on the property and the right to cross the land with all kinds of equipment.

E. So far as it lawfully may do so, the Licensee will assume, bear and pay all taxes and assessments of whatsoever nature or kind (whether general, local or special) levied or assessed upon or against the land, excepting taxes levied upon and against the property as a component part of the Licensor's operating property.

Section 10. CONSTRUCTION OF LICENSEE'S IMPROVEMENTS

A. The Licensee, at its expense, will apply for and obtain all public authority required by law, ordinance, rule or regulation for its work, and will furnish the Licensor upon request with satisfactory evidence that such authority has been obtained.

B. Except as may be otherwise specifically provided herein, the Licensee, at its expense, will furnish all necessary labor, material and equipment, and shall construct and complete the Licensee's work. Licensee's work shall include, without limitation, all necessary and proper drainage facilities, guard rails or barriers, and right of way fences between any improvements constructed by Licensee and the Licensor tracks. Upon completion of its work, the Licensee shall remove from the Licensor's property all temporary structures and false work, and will leave the land in a condition satisfactory to the Licensor.

C. All construction work of the Licensee upon the Licensor's property shall be performed and completed in a marmer satisfactory to the Assistant Vice President Engineering-Design of the

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Licensor or his authorized representative and in compliance with the Plans and any other guidelines frnnished by the Licensor.

D. All construction work of the Licensee shall be performed diligently and completed within a reasonable time. No work shall be suspended, discontinued or unduly delayed without the Licensor's written consent, and subject to such reasonable conditions as the Licensor may specify. It is understood that the Licensor's tracks at and in the vicinity of the work will be in constant or frequent use during progress of the work and that movement or stoppage of trains, engines or cars may cause delays in the work of the Licensee. The Licensee hereby assumes the risk of any such delays and agrees that no claims for damages on account of any delay shall be made against the Licensor by the Licensee and/or the Contractor.

Section n. INJURY AND DAMAGE TO PROPERTY

If the Licensee, in the performance of any work contemplated by this License or by the failure to do or perform anything for which the Licensee is responsible under the provisions of this License, shall injure, damage or destroy any property of any other person lawfully occupying or using the property of the Licensor, such property shall be replaced or repaired by the Licensee at the Licensee's own expense, or by the Licensor at the expense of the Licensee, and to the satisfaction of the Licensor's Assistant Vice President Engineering-Design.

Section12. LICENSOR MAY USE CONTRACTORS TO PERFORM WORK

The Licensor may contract for the performance of any of its work by other than Licensor forces. The Licensor shall notify the Licensee of the contract price within ninety (90) days after it is awarded. Unless the Licensor's work is to be performed on a fixed price basis, the Licensee shall reimburse the Licensor for the amount of the contract.

Section 13. MAINTENANCE AND REPAIRS

A. The Licensee, at its expense, shall maintain, repair and renew, or cause to be maintained and repaired any improvements installed by Licensee on the land, including, but not limited to, any superstructure, substructure, piers, abutments, walls, approaches and all backfill, grading and drainage required by reason of such improvements, as well as all graffiti removal or overpainting involving such improvements.

B. The Licensor, at its expense, will maintain, repair and renew, or cause to be maintained, repaired and renewed, the rails, ties, ballast and communication and signal facilities owned by the Licensor beneath any improvements installed by Licensee.

Section 14. SAFETY MEASURES; PROTECTION OF LICENSOR COMPANY OPERATIONS

It is understood and recognized that safety and continuity of the Licensor's nearby operations and communications are of the utmost importance; and in order that the same may be adequately safeguarded, protected and assured, and in order that accidents may be prevented and avoided, it is

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agreed with respect to all of said work of the Licensee that the work will be performed in a safe manner and in conformity with the following standards:

A. Definitions. All references in this License to the Licensee shall also include the Contractor and their respective officers, agents and employees, and others acting under its or their authority; and all references in this License to work of the Licensee shall include work both within and outside of the land.

B. Entry on to the Land bv Licensee. WITH RESPECT TO ANY ENTRY BY LICENSEE'S EMPLOYEES ONTO THE LAND, THE LICENSEE, TO THE EXTENT PERMITTED BY LAW, AGREES TO RELEASE, DEFEND AND INDEMNIFY THE LICENSOR FROM AND AGAINST ANY LOSS, DAMAGE, INJURY, LIABILITY, CLAIM, COST OR EXPENSE INCURRED BY ANY PERSON, INCLUDING, WITHOUT LIMITATION, THE LICENSEE'S EMPLOYEES, OR DAMAGE TO ANY PROPERTY INCLUDING, WITHOUT LIMITATION, THE LICENSEE'S PROPERTY OR EQUIPMENT (COLLECTIVELY THE "LOSS") THAT ARISES FROM THE PRESENCE OR ACTIVITIES OF LICENSEE'S EMPLOYEES OR THE CONTRACTOR ON THE LAND, EXCEPT TO THE EXTENT THAT ANY LOSS IS CAUSED BY THE SOLE DIRECT NEGLIGENCE OF LICENSOR.

C. Flagging.

(i) If work by Licensee or its Contractor will take place within twenty-five (25) feet of any track, or near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track, then Licensee must provide Licensor with at least thirty (30) working days notice in advance of such work and a Licensor flagman must be obtained to watch for trains. No work of any kind shall be performed, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Licensor's track(s) at any time, for any reason, without a flagman. Upon receipt of such thirty (30) day notice of work requiring a flagman, a Licensor representative will determine and inform Licensee whether a flagman need be present and whether Licensee needs to implement any special protective or safety measures. If flagging or other special protective or safety measures are performed by Licensor, Licensor will bill Licensee for such expenses incurred by Licensor. If Licensor performs any flagging, or other special protective or safety measures are performed by Licensor, Licensee agrees that Licensee is not relieved of any of its responsibilities or liabilities set forth in this Agreement.

(ii) The rate of pay per hour for each flagman will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any

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time, by law or by agreement between Licensor and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Licensee shall pay on the basis of the new rates and charges.

(iii) Reimbursement to Licensor will be required covering the full eight-hour day during which any flagman is furnished, unless the flagman can be assigned to other Licensor work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagman is engaged in other Licensor work. Reimbursement will also be required for any day not actually worked by the flagman following the flagman's assignment to work on the project for which Licensor is required to pay the flagman and which could not reasonably be avoided by Licensor by assignment of such flagman to other work, even though Licensee may not be working during such time. When it becomes necessary for Licensor to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Licensee must provide Licensor a minimum of five (5) days notice prior to the cessation of the need for a Hagman. If five (5) days notice of cessation is not given, Licensee will still be required to pay nagging charges for the five (5) day notice period required by union agreement to be given to the employee, even though flagging is not required for that period. An additional thirty (30) days notice must then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor.

D. Compliance With Laws. The Licensee shall comply with all applicable federal, state and local laws, regulations and enactments affecting any work on the land. The Licensee shall use only such methods as are consistent with safety, both as concerns the Licensee, the Licensee's agents and employees, the officers, agents, employees and property of the Licensor and the public in general. The Licensee (without limiting the generality of the foregoing) shall comply with all applicable state and federal occupational safety and health acts and regulations, as well as all Federal Licensor Administration regulations. IF ANY FAILURE BY THE LICENSEE TO COMPLY WITH ANY SUCH LAWS, REGULATIONS AND ENACTMENTS SHALL RESULT IN ANY FINE, PENALTY, COST OR CHARGE BEING ASSESSED, IMPOSED OR CHARGED AGAINST THE LICENSOR, THE LICENSEE SHALL REIMBURSE AND, TO THE EXTENT IT MAY LAWFULLY DO SO, INDEMNIFY THE LICENSOR FOR ANY SUCH FINE, PENALTY, COST, OR CHARGE, INCLUDING WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS AND EXPENSES. THE LICENSEE FURTHER AGREES IN THE EVENT OF ANY SUCH ACTION, UPON NOTICE THEREOF BEING PROVIDED BY THE LICENSOR, TO DEFEND SUCH ACTION FREE OF COST, CHARGE, OR EXPENSE TO THE LICENSOR.

E. No Interference or Delays. The Licensee shall not do, suffer or permit anything which will or may obstruct, endanger, interfere with, hinder or delay maintenance or operation of the Licensor's tracks or facilities, or any communication or signal lines, installations or any appurtenances thereof, or the operations of others lawfully occupying or using the Licensor's property or facilities.

F. Supervision. The Licensee, at its own expense, shall adequately police and supervise all work to be performed by the Licensee, and shall not inflict injury to persons or damage to property for the safety of whom or of which the Licensor may be responsible, or to property of the Licensor. The responsibility of the Licensee for safe conduct and adequate policing and supervision of the Project shall not be lessened or otherwise affected by the Licensor's approval of plans and specifications, or by the

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Licensor's collaboration in performance of any work, or by tbe presence at tbe work site of the Licensor's representatives, or by compliance by the Licensee with any requests or recommendations made by such representatives. If a representative of the Licensor is assigned to Licensee's work, tbe Licensee will give due consideration to suggestions and recommendations made by such representative for the safety and protection of the Licensor's property and operations.

G. Suspension of Work. If at any time the Licensee's engineers or tbe Vice President-Engineering Services of the Licensor or their respective representatives shall be of the opinion that any work of the Licensee is being or is about to be done or prosecuted without due regard and precaution for safety and security, the Licensee shall immediately suspend the work until suitable, adequate and proper protective measures are adopted and provided.

H. Removal of Debris. The Licensee shall not cause, suffer or permit material or debris to be deposited or cast upon, or to slide or fall upon any property or facilities of tbe Licensor; and any such material and debris shall be promptly removed from the Licensor's property by tbe Licensee at the Licensee's own expense or by the Licensor at the expense of tbe Licensee. The Licensee shall not cause, suffer or permit any snow to be plowed or cast upon the Licensor's property during snow removal from the land.

1. Explosives. The Licensee shall not discharge any explosives on or in the vicinity of the land without the prior consent of the Licensor's Vice President-Engineering Services, which shall not be given if, in the sole discretion of the Licensor's Vice President-Engineering Services, such discharge would be dangerous or would interfere with Licensor's operations or facilities. For the purposes hereof, the "vicinity of the land" shall be deemed to be any place on the land or in such close proximity to the land that the discharge of explosives could cause injury to the Licensor's employees or other persons, or cause damage to or interference with the facilities or operations on the land. The Licensor reserves the right to impose such conditions, restrictions or limitations on the transportation, handling, storage, security and use of explosives as the Licensor, in the Licensor's sole discretion, may deem to be necessary, desirable or appropriate.

J. Excavation. The Licensee shall not excavate from existing slopes nor construct new slopes which are excessive and may create hazards of slides or falling rock, or impair or endanger the clearance between existing or new slopes and the tracks of the Licensor. The Licensee shall not do or cause to be done any work which will or may disturb the stability of any area or adversely affect the Licensor's tracks or facilities. The Licensee, at its own expense, shall install and maintain adequate shoring and cribbing for all excavation and/or trenching performed by the Licensee in cOlmection with construction, maintenance or other work. The shoring and cribbing shall be constructed and maintained with materials and in a marmer approved by the Licensor's Assistant Vice President Engineering-Design to withstand all stresses likely to be encountered, including any stresses resulting from vibrations caused by tbe Licensor's operations in the vicinity.

K. Drainage. The Licensee, at tbe Licensee's own expense, shall provide and maintain suitable facilities for draining the land, and shall not suffer or permit drainage water therefrom to flow or collect upon property of the Licensor. The Licensee, at the Licensee's own expense, shall provide adequate passageway for the waters of any streams, bodies of water and drainage facilities (either natural or artificial, and including water from the Licensor's culvert and drainage facilities), so that said

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waters may not, because of any facilities or work of the Licensee, be impeded, obstructed, diverted or caused to back up, overflow or damage the property of the Licensor or any part thereof, or property of others. The Licensee shall not obstruct or interfere with existing ditches or drainage facilities.

L. Notice. Before commencing any work, the Licensee shall provide the advance notice that is required under the Contractor's Right of Entry License.

M. Fiber Optic Cables. Fiber optic cable systems may be buried on the Licensor's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Licensee shall telephone the Licensor during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on the Licensor's premises to be used by the Licensee. If it is, Licensee will telephone the telecommunications company(ies) involved, arrange for a cable locator, and make arrangements for relocation or other protection of the fiber optic cable prior to beginning any work on the land.

Section 15. INTERIM WARNING DEVICES

If at anytime it is determined by a competent authority, by the Licensor, or by agreement between the parties, that new or improved train activated warning devices should be installed on the land, the Licensee shall install adequate temporary warning devices or signs and impose appropriate vehicular control measures to protect the motoring public until the construction or reconstruction of the Licensee's improvements have been completed.

Section 16. OTHER LICENSORS

All protective and indemnifying provisions of this License shall inure to the benefit of the Licensor and any other railroad company lawfully using the Licensor's property or facilities.

Section 17. REMEDIES FOR BREACH OR NONUSE

A. If the Licensee shall fail, refuse or neglect to perform and abide by the terms of this License, the Licensor, in addition to any other rights and remedies, may perform any work which in the jUdgment of the Licensor is necessary to place the land and appurtenances in such condition as will not menace, endanger or interfere with the Licensor's facilities or operations or jeopardize the Licensor's employees; and the Licensee will reimburse the Licensor for the expenses thereof.

B. The Licensee will surrender peaceable possession of the land upon termination of this License. TERl'lINATION OF THIS LICENSE SHALL NOT AFFECT ANY RIGHTS, OBLIGA nONS OR LIABILITIES OF THE PARTIES, ACCRUED OR OTHERWISE, WHICH MAY HAVE ARISEN PRIOR TO TERMINATION.

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Section 18. UTILITIES AND FIBER OPTICS

A. It shall be the responsibility of the Contractor, at its expense, to make arrangements directly with utility companies involving the protection, encasement, reinforcement, relocation, replacement, removing or abandonment in place of non-Licensor facilities affected by the work. Licensor has no obligation to supply additional Licensor property for non-Licensor facilities affected by the work, nor does the Licensor have any obligation to permit non Licensor facilities to be abandoned in place or relocated on Licensor's property. Any facility and/or utility that crosses Licensor right of way must be covered under a License with the Licensor including, without limitation, any relocations of an existing facility and/or utility.

B. Any longitudinal fiber optic lines on the land shall be treated as Licensor facilities. Work design may need to be altered to accommodate such facilities.

C. Any fiber optic relocations or protections that are required due to the work will be at the Licensor's expense.

Section 19. GENERAL

A. It is essential that the proposed construction shall be performed without interference to Licensor operations and in compliance with all applicable Licensor and Federal Railroad Administration rules and regulations. The Licensor shall be reimbursed by the Contractor or Licensee for train delay costs and lost revenue claims due to any delays or interruption of train operations resulting from the Contractor's construction Of other activities.

B. Track protection is required for all work equipment (including rubber tired equipment) operating within 25 feet from nearest rail. All work shall be designed and executed outside the temporary construction clearance envelope defined in Section 23.

C. The Contractor is also advised that new facilities within the land may be scheduled to be built by the Licensor and that certain Contractor's activities cannot proceed until that work is complete. The Contractor shall be aware of the limits of responsibilities, allow sufficient time in the schedule for that work to be accomplished and shall coordinate its efforts with the Licensor.

Section 20. LICENSOR OPERATIONS

A. The Contractor shall be advised that trains and/or equipment should be expected on any track, at any time, and in either direction. The Contractor shall communicate with the Licensor MTM Representative to improve the Contractor's understanding of Licensor traffic volume and operation at the land. The Contractor's bid shall be structured assuming intermittent track windows as defined in Section 19C.

B. All railroad tracks within and adjacent to the land are to be assumed as active and rail traffic over these facilities shall be maintained throughout the work on the land. Activities may include both through moves and switching moves to local customers. Licensor traffic and operations can occur continuously throughout the day and night on these tracks and shall be maintained at all times as defined

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herein. The Contractor shall coordinate and schedule the work so that construction activities do not interfere with Licensor's operations.

C. Work windows for any work on the land near tracks shall be coordinated with the Licensee or Contractor and the Licensor Project Representative and the Licensor MTM Representative. Types of work windows include Conditional Work Windows and Absolute Work Windows, as defined below:

I. Conditional Work Window: A period of time in which Licensor's operations have priority over construction activities. When construction activities may occur on and adjacent to the railroad tracks within 25 feet of the nearest track, a Licensor flag person will be required. At the direction of the flag person, upon approach of a train and when trains are present on the tracks, the tracks must be cleared (i.e., no construction equipment, materials or personnel within 25 feet from the nearest active track or as directed by the Licensor MTM Representative). Conditional Work Windows are available for the project subject to Licensor's local operating unit review and approval.

2. Absolute Work Window: A period of time in which construction activities are given priority over Licensor's operations. During this time the designated railroad track(s) will be inactive for train movements and may be fouled by the Contractor. Before the end of an Absolute Work Window, all railroad tracks and signals must be completely operational for normal train operations. Also, all Licensor, Public Utilities Commission and Federal Railroad Administration requirements, codes and regulations for operational tracks must be complied with. Should the operating tracks andlor signals be affected, the Licensor will perform inspections of the work prior to placing the affected track back into service. Licensor flag persons will be required for construction activities requiring an Absolute Work Window. Absolute Worl{ Windows will generally not be granted. Any request will require a detailed written explanation for Licensor review and approval.

D. Should a condition arise from, or in connection with, the work which requires immediate and unusual actions to be made to protect operations and property of the Licensor, the Contractor shall undertake such actions. If, in the judgment of the Licensor MTM Representative, such actions are insufficient, the Licensor MTM Representative may require or provide such actions as deemed necessary. In any event, such actions shall be at the Contractor's expense and without cost to the Licensor. The Licensor or Licensee have the right to order the Contractor to temporarily cease operations in the event of an emergency or if, in the opinion of the Licensor MTM Representative, the Contractor's operations may inhibit the Licensors operations. In the event such an order is given, the Contractor shall immediately notify the Licensee of the order.

Section 21. LICENSOR SAFETY ORIENTATION

All personnel employed by the Licensee, Contractor and all subcontractors must complete the Licensor's course "Orientation for Contractor's Safety" and be registered prior to working on the land. This orientation is available at www.contractororientation.com.This course is required to be completed annually. The preceding training does not apply for longitudinal fiber optic installations.

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Section 22. COOPERATION

The Licensor shall cooperate with the Contractor in the scheduling of work with the understanding that Licensor's train operations at the land shall have priority over the Contractor's activities.

Section 23. CONSTRUCTION CLEARANCES

The Contractor shall abide by the twenty· one (21) foot temporary vertical construction clearance defined in section 4.4.1.1 and twelve (12) foot temporary horizontal construction clearance defined in section 4.4.1.2 of BNSF and UPRR Guidelines for Railroad Grade Separation Projects. It shall be the Contractor's responsibility to obtain such guidelines from the Licensee or Licensor.

Reduced temporary construction clearances, which are less than construction clearances defined above, will require special review and approval by the Licensor.

Any proposed variance on the specified minimum clearances due to the Contractor's operations shall be submitted to the Licensor Project Representative through the Licensee at least thirty (30) days in advance of the work. No work shall be undertaken until the variance is approved in writing by the Licensor Project Representative.

Section 24. SUBMITTALS

A. Construction submittals and Requests for Information (RFI) shall be submitted per Section 3.5 ofBNSF and UPRR Guidelines for Railroad Grade Separation Projects.

B. The minimum review times, as indicated in tables 3-1 and 3-2 of Section 3.5 of the BNSF and UPRR Guidelines for Railroad Grade Separation Projects, should be anticipated for review of all submittals. Guidelines for Licensor Grade Separation Projects, should be anticipated for review of all submittals. The details of the construction affecting the Licensor tracks and property, not already included in the contract plans, shall be submitted by the Licensee to the Licensor Project Representative for the Licensor's review and written approval before such construction is undertaken. The Licensor shall not be liable to Licensee, Contractor, and or any other person or entity if the Licensor's review exceeds a four-week review time.

C. As Built Submittals shall be submitted per Section 3.6 ofBNSF and UPRR Guidelines for Railroad Grade Separation Projects.

Section 25. MAINTENANCE OF PROPER DRAINAGE AND DAMAGE TO LICENSOR FACILITIES

A. The Contractor, at its expense, shall be required to maintain all ditches and drainage structures free of silt or other obstructions which may result from the Contractor's operations and to repair and restore any Licensor property, tracks and facilities of Licensor and/or its tenants.

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B. The Contractor must submit a proposed method of erosion control and have the method reviewed and approved by the Licensor prior to beginning any grading on the project site. Erosion control methods must comply with all applicable local, state and federal regulations.

Section 26. SITE INSPECTIONS BY LICENSOR PROJECT REPRESENTATIVE, LICENSOR MTM REPRESENT A TIVE OR LICENSOR'S CONTRACTOR

A. In addition to the office reviews of construction submittals, site observations will be performed by the Licensor Project Representative, Licensor MTM Representative or Licensor's Contractor at significant points during construction per Section 4.11 of BNSF and UPRR Guidelines for Railroad Grade Separation Projects.

B. Site inspections are not limited to the milestone events listed in the guidelines. Site visits to check the progress of work may be performed at any time throughout the construction process as deemed necessary by the Licensor.

C. A detailed construction schedule, including the proposed temporary horizontal and vertical clearances and construction sequence for all work to be performed, shall be provided by the Contractor to the Licensee for submittal to the Licensor's Project Representative for review and approval prior to commencement of work. This schedule shall also include the anticipated dates on which the above listed events will occur. This schedule shall be updated for all critical listed events as necessary but at least monthly so that site visits may be scheduled.

Section 27. LICENSOR REPRESENTA TIVES

A. Licensor representatives, conductors, flag persons or watch persons will be provided by the Licensor at the expense ofthe Licensee or Contractor (as stated elsewhere in these bid documents) to protect Licensor facilities, property and movements of its trains and engines. In general, the Licensor will furnish such personnel or other protective services as follows:

1. When any part of any equipment or object, such as erection or construction activities, is standing or being operated within 25 feet, measured horizontally from centerline, of any track on which trains may operate.

2. For any excavation below the elevation of track subgrade when, in the opinion of the Licensor MTM Representative, the track or other Licensor facilities may be subject to settlement or movement.

3. During any clearing, grubbing, excavation or grading in proximity to Licensor facilities which, in the opinion of the Licensor MTM Representative, may affect Licensor facilities or inhibit operations.

4. During any Contractor's operations when, in the opinion of the Licensor MTM Representative, the Licensor facilities, including, but not limited to, tracks, buildings, signals, wire lines or pipe lines, may be endangered.

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B. The Contractor shall arrange with the Licensor Local Representative to provide the adequate number of flag persons to accomplish the work.

Section 28. WALKWAYS REQUIRED

Parallel to the outer side of each exterior track of multiple operated track and on each side of single operated track, an unobstructed continuous space suitable for trainman's use in walking along trains, extending in width not less than twelve feet (12') perpendicular from centerline of track, shall be maintained. Any temporary impediments to walkways and track drainage encroachments or obstructions allowed dming working hours must be covered, guarded ancllor protected as soon as practical. Walkways with railings shall be constructed by the Contractor over open excavation areas when in close proximity of track, and railings shall not be closer than 9' perpendicular from the center line of tangent track or 9' - 6" horizontal from curved track.

Section 29. COMMUNICATIONS AND SIGNAL LINES

If required, the Licensor, at Licensee's expense, will rearrange its communications and signal lines, grade crossing warning devices, train signals, tracks and facilities that are in use and maintained by Licensor forces in cOlmection with its operation. This work by the Licensor will be done by its own forces or by contractors under a continuing contract and mayor may not be a part of the work under this contract.

Section 30. TRAFFIC CONTROL

The Contractor's operations which control traffic across or around Licensor facilities shall be coordinated with and approved by the Licensor MTM Representative and shall be in compliance with the MUTCD.

Section 31. CONSTRUCTION EXCAVATIONSiCALL BEFORE YOU DIG NUMBER

A. The Contractor shall be required to take special precautions and care in connection with excavating and shoring. Excavations for construction of footings, piers, colnmns, walls or other facilities that reqnire shoring shall comply with requirements of OSHA, AREMA and Licensor "Guidelines for Temporary Shoring".

B. In addition to calling the "811" number ancllor the local "one call center", the Contractor shall call the Licensor's "Call Before Your Dig" number at least 48 hours prior to commencing work at 1-800-336-9193 during normal business hours (6:30 a.m. to 8:00 p.m. Central Standard Time, Monday through Friday, except holidays - also a 24 hour, 7 day a week number for emergency calls) to determine location of fiber optics. If a telecommunications system is buried anywhere on or near Licensor property, the Contractor will co-ordinate with the Licensor and the Telecommunication Company(ies) to arrange for relocation or other protection of the system prior to beginning any work on or near Licensor property. The determination of whether fiber optics will be affected by any work shall be made during the initial design phase of any work.

15 c:msers\land027\appdata\!oca!\templnotes 1 h2023\county {If dallas-\ice!l~ agmt for me 2012.Q9-24.docx

C. The Licensor does not allow temporary at grade crossings unless absolutely necessary and there is no alternative route available to contractor to access the project site. Alternative plans should be considered to avoid crossing Licensor tracks at grade.

Section 32. CLEANING OF LAND

The Contractor shall, upon completion of the work to be performed within the land and/or properties of the Licensor and adjacent to its tracks, wire lines and other facilities, promptly remove from the Licensor land all Contractor's tools, implements and other materials whether brought upon the land by the Contractor or any subcontractors employee or agent of Contractor or of any subcontractor, and leave the land in a clean and presentable condition to the satisfaction of the Licensor.

Section 33. CONTRACTOR'S RESPONSIBILITY OF SUPERVISION

The Contractor, at its expense, shall adequately supervise all work to be performed by the Contractor. Such responsibility shall not be lessened or otherwise affected by Licensor's approval of plans and specifications, or by the presence at the work site of the Licensor Project Representative, Licensor MTM Representative or any other Licensor representative or Licensor contractor providing inspection services, or by the compliance by the Contractor with any requests or recommendations made by such representatives. The Contractor will give due consideration to suggestions and recommendations made by such representatives for the safety and protection of the Licensor's property and operations.

16 c:\users\land02T.1ppdata\!ocal\temp\notes 1 b2023\Gounly (If dalla::.-!icense agmt for roe 2012-09-24. docx

EXHIBITC

CONTRACTOR'S RIGHT OF ENTRY AGREEMENT

THIS LICENSE is made and entered into as of the day of -~~--~~--------~-'

20 , by and between UNION PACIFIC LICENSOR COMPANY, a Delaware corporation ("Licensor"); and a __________ corporation ("Contractor").

RECITALS:

Contractor has been hired by _______________________ to perfonn work relating to ____________________________________ _

_ --;-_-::---;_--;_-:-_-::_--; _____ ::-=-;--_-::--;_-:-~-_=_. (the "work"), with all or a portion of such work to be perfonned on property of Licensor in the vicinity of Licensor's Milepost :-___ -:: on Licensor's [Subdivision] [Branch] [at or near DOT No. ] located at or near , in County, State of Texas, as such location is in the general location shown on the print marked Exhibit A, attached hereto and hereby made a part hereof. [which work is the subject of a contract dated between Licensor and

l

Licensor is willing to permit Contractor to perform the work described above at the location described above subject to the terms and conditions contained in this License

LICENSE:

NOW, THEREFORE, it is mutually agreed by and between Licensor and Contractor, as follows:

ARTICLE 1 - DEFINITION OF CONTRACTOR.

For purposes of this License, all references in this License to Contractor shall include Contractor's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority.

ARTICLE 2 - RIGHT GRANTED; PURPOSE.

Licensor hereby grants to Contractor the right, during the tenn hereinafter stated and upon and subject to each and all of the tenns, provisions and conditions herein contained, to enter upon and have ingress to and egress from the property described in the Recitals for the purpose of perfonning the work described in the Recitals above. The right herein granted to Contractor is limited to those portions of Licensor's property specifically described herein, or as designated by the Licensor Representative named in Article 4.

c:l.i.lsers\!and027\appdatal\ocalltemp\notes I b2023\county of dallas-license agmt for me 2012-09-24 ,docx 1

ARTICLE 3 - TERMS AND CONDITIONS CONTAINED IN EXHIBITS E, C AND D.

The terms and conditions contained in Exhibit B, Exhibit C and Exhibit D, attached hereto, are hereby made a part of this License.

ARTICLE 4 - ALL EXPENSES TO BE BORNE BY CONTRACTOR; LICENSOR REPRESENTATIVE.

A. Contractor shall bear any and all costs and expenses associated with any work performed by Contractor, or any costs or expenses incurred by Licensor relating to this License.

B. Contractor shall coordinate all of its work with the following Licensor representative or his or her duly authorized representative (the "Licensor Representative"):

C. Contractor, at its own expense, shall adequately police and supervise all work to be performed by Contractor and shall ensure that such work is performed in a safe manner as set forth in Section 7 of Exhibit B. The responsibility of Contractor for safe conduct and adequate policing and supervision of Contractor's work shall not be lessened or otherwise affected by Licensor's approval of plans and specifications involving the work, or by Licensor's collaboration in perfonnance of any work, or by the presence at the work site of a Licensor Representative, or by compliance by Contractor with any requests or recommendations made by Licensor Representative.

ARTICLE 5 - SCHEDULE OF WORK ON A MONTHLY BASIS.

The Contractor, at its expense, shall provide on a monthly basis a detailed schedule of work to the Licensor Representative named in Article 4B above. The reports shall start at the execution of this License and continue until this License is terminated as provided in this License or until the Contractor has completed all work on Licensor's property.

ARTlCLE6 - TERM; TERMINATION.

The grant of right herein made to Contractor shall commence on the date of this License, and continue until , unless sooner terminated as herein provided, or at such time as Contractor has completed its work on Licensor's property, whichever is earlier. Contractor agrees to notify the Licensor Representative in writing when it has completed its work on Licensor's property.

c:\tlserslland027Iappdatallocalltemp\notesib2023Icmmty of dallas-license agmt for roe 2012-09-24.docx 2

ARTICLE 7 - CERTIFICATE OF INSURANCE.

A. Before commencing any work, Contractor will provide Licensor with the (i) insurance binders, policies, certificates and endorsements set forth in Exhibit C of this License, and (ii) the insurance endorsements obtained by each subcontractor as required under Section 12 of Exhibit B of this License.

B. All insurance correspondence, binders, policies, certificates and endorsements shall be sent to:

Union Pacific Licensor Company

[Insert mailing address 1

Attn: _________ _ Folder No. -------

ARTICLE 8- DISMISSAL OF CONTRACTOR's EMPLOYEE.

At the request of Licensor, Contractor shall remove from Licensor's property any employee of Contractor who fails to conform to the instructions of the Licensor Representative in connection with the work on Licensor's property, and any right of Contractor shall be suspended nntil such removal has occurred. Contractor shall indemnify Licensor against any claims arising from the removal of any such employee from Licensor's property.

ARTICLE 9- ADMINISTRATIVE FEE.

Upon the execution and delivery of this License, Contractor shall pay to Licensor ___ ----------_:_-- Dollars ($ ) as reimbursement for clerical, administrative and handling expenses in connection with the processing of this License.

ARTICLE 10 - CROSSINGS.

No additional vehicular crossings (including temporary haul roads) or pedestrian crossings over Licensor's trackage shall be installed or used by Contractor without the prior written permission of Licensor.

ARTICLE 11 - EXPLOSIVES.

Explosives or other highly flammable substances shall not be stored on Licensor's property without the prior written approval of Licensor.

c:\users\jand027\appdataljocalllemplnotes j b20231county of da!las-license agmt for roe 2012-09-24 _docx 3

IN WITNESS WHEREOF, the parties hereto have duly executed this License in duplicate as of the date first herein written.

UNION PACIFIC LICENSOR COMPANY

By: ____________ _ Title: ______________ _

(Name of Contractor)

By: ____________ _ Title: ____________ _

c:luserslland027Iappdatal!ocaJltemplnoteslb2023Icounty of dallas-license agml for roe 2012-09-24.doex 4

EXHIBITB TO

CONTRACTOR'S RIGHT OF ENTRY LICENSE

Section 1. NOTICE OF COMMENCEMENT OF WORK - FLAGGING.

A. Contractor agrees to notify the Licensor Representative at least ten (l0) working days in advance of Contractor commencing its work and at least thirty (30) working days in advance of proposed perfonnance of any work by Contractor in which any person or equipment will be within twenty-five (25) feet of any track, or will be near enough to any track that any equipment extension (such as, but not limited to, a crane boom) will reach to within twenty-five (25) feet of any track. No work of any kind shall be perfonned, and no person, equipment, machinery, tool(s), material(s), vehicle(s), or thing(s) shall be located, operated, placed, or stored within twenty-five (25) feet of any of Licensor's track(s) at any time, for any reason, unless and until a Licensor f1agman is provided to watch for trains. Upon receipt of such thilty (30) day notice, the Licensor Representative will detennine and infonn Contractor whether a f1agman need be present and whether Contractor needs to implement any special protective or safety measures. If f1agging or other special protective or safety measures are perfonned by Licensor, Licensor will bill Contractor for such expenses incurred by Licensor, unless Licensor and a federal, state or local governmental entity have agreed that Licensor is to bill such expenses to the federal, state or local governmental entity. If Licensor will be sending the bills to Contractor, Contractor shall pay such bills within thirty (30) days of Contractor's receipt of billing. If Licensor perfonns any f1agging, or other special protective or safety measures are perfonned by Licensor, Contractor agrees that Contractor is not relieved of iL'ly of its responsibilities or liabilities set forth in this License.

B. The rate of pay per hour for each f1agman will be the prevailing hourly rate in effect for an eight-hour day for the class of f1agmen used during regularly assigned hours and overtime in accordance with Labor Licenses and Schedules in effect at the time the work is perfonned. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental siclmess, Licensor Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is perfonned. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by License between Licensor and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Contractor (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges.

C. Reimbursement to Licensor will be required covering the full eight-hour day during which any f1agman is furnished, lmless the f1agman can be assigned to other Licensor work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the f1agman is engaged in other Licensor work. Reimbursement will also be required for any day not actually worked by the f1agman following the f1agman's assignment to work on the project for which Licensor is required to pay the f1agman and which could not reasonably be avoided by Licensor by assignment of such f1agman to other work , even though Contractor may not be working during such time. When it becomes necessary for Licensor to bulletin and assign an employee to a f1agging position in compliance with union collective bargaining Licenses, Contractor must provide Licensor a minimum of five (5) days notice prior to the cessation of the need for a

Exhibit B Page 1 c:\userslland027\appdatallocalltemplnotes1 b2023\county of dallas-license agm! for roe 2012·09·24,doCJ(

flagman. If five (5) days notice of cessation is not given, Contractor will still be required to pay flagging charges for the five (5) day notice period required by union License to be given to the employee, even though flagging is not required for that period. An additional thirty (30) days notice must then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor.

Section 2. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED

A. The foregoing grant of right is subject and subordinate to the prior and continuing right and obligation of the Licensor to use and maintain its entire property including the right and power of Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate Licensor tracks, roadways, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Licensor without liability to Contractor or to any other party for compensation or damages.

B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of Licensor's property, and others) and the right of Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment.

Section 3. NO INTERFERENCE WITH OPERATIONS OF LICENSOR AND ITS TENANTS.

A. Contractor shall conduct its operations so as not to interfere with the continuous and uninterrupted use and operation of the Licensor tracks and property of Licensor, including without limitation, the operations of Licensor's lessees, licensees or others, unless specifically authorized in advance by the Licensor Representative. Notpjng shall be done or permitted to be done by Contractor at any time that would in any manner impair the safety of such operations. When not in use, Contractor's machinery and materials shall be kept at least fifty (50) feet from the centerline of Licensor's nearest track, and there shall be no vehicular crossings of Licensors tracks except at existing open public crossings.

B. Operations of Licensor and work performed by Licensor personnel and delays in the work to be performed by Contractor caused by such Licensor operations and work are expected by Contractor, and Contractor agrees that Licensor shall have no liability to Contractor, or any other person or entity for any such delays. The Contractor shall coordinate its activities with those of Licensor and third parties so as to avoid interference with Licensor operations. The safe operation of Licensor train movements and other activities by Licensor takes precedence over any work to be perfonned by Contractor.

Section 4. LIENS.

Contractor shall pay in full all persons who perform labor or provide materials for the work to be performed by Contractor. Contractor shall not create, permit or suffer any mechanic's or materialmen's liens of any kind or nature to be created or enforced against any property of Licensor for any such work performed. CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL LIENS, CLAIMS, DEMANDS, COSTS OR EXPENSES OF WHATSOEVER NATURE IN ANY WAY CONNECTED WITH OR GROWING OUT OF SUCH WORK DONE, LABOR PERFORMED, OR MATERIALS FURNISHED. IF CONTRACTOR FAILS TO PROMPTLY CAUSE ANY LIEN TO BE RELEASED OF RECORD, LICENSOR MAY, AT ITS ELECTION, DISCHARGE THE LIEN OR CLAIM OF LIEN AT CONTRACTOR'S EXPENSE.

Exhibit B Page 2 c:lusersliand027lappdatallocalltemplnotes1 b2023\counly of dallas-license agm! for roe 2012-09-24.docx

Section 5. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.

A. Fiber optic cable systems may be buried on Licensor's property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. Contractor shall telephone Licensor during normal business hours (7:00 a.m. to 9:00 p.m. Central Time, Monday through Friday, except holidays) at 1-800-336-9193 (also a 24-hour, 7-day number for emergency calls) to determine if fiber optic cable is buried anywhere on Licensor's property to be used by Contractor. If it is, Contractor will telephone the telecommunications company(ies) involved, make arrangements for a cable locator and, if applicable, for relocation or other protection of the fiber optic cable. Contractor shall not commence any work until all such protection or relocation (if applicable) has been accomplished.

B. IN ADDITION TO OTHER INDEMNITY PROVISIONS IN THIS LICENSE, CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD LICENSOR HARMLESS FROM AND AGAINST ALL COSTS, LIABILITY AND EXPENSE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES, COURT COSTS AND EXPENSES) ARISING OUT OF ANY ACT OR OMISSION OF CONTRACTOR, ITS AGENTS AND/OR EMPLOYEES, THAT CAUSES OR CONTRIBUTES TO (1) ANY DAMAGE TO OR DESTRUCTION OF ANY TELECOMMUNICATIONS SYSTEM ON LICENSOR'S PROPERTY, AND/OR (2) ANY INJURY TO OR DEATH OF ANY PERSON EMPLOYED BY OR ON BEHALF OF ANY TELECOMMUNICATIONS COMPANY, AND/OR ITS CONTRACTOR, AGENTS AND/OR EMPLOYEES, ON LICENSOR'S PROPERTY. CONTRACTOR SHALL NOT HAVE OR SEEK RECOURSE AGAINST LICENSOR FOR ANY CLAIM OR CAUSE OF ACTION FOR ALLEGED LOSS OF PROFITS OR REVENUE OR LOSS OF SERVICE OR OTHER CONSEQUENTIAL DAMAGE TO A TELECOMMUNICATION COMPANY USING LICENSOR'S PROPERTY OR A CUSTOMER OR USER OF SERVICES OF THE FIBER OPTIC CABLE ON LICENSOR'S PROPERTY.

Section 6. PERMITS - COMPLIANCE WITH LAWS.

In the prosecution of the work covered by this License, Contractor shall secure any and all necessary permits and shall comply with all applicable federal, state and local laws, regulations and enactments affecting the work including, without limitation, all applicable Federal Licensor Administration regulations.

Section 7. SAFETY.

A. Safety of persOlmel, property, rail operations and the public is of paramount importance in the prosecution of the work performed by Contractor. Contractor shall be responsible for initiating, maintaining and supervising all safety, operations and programs in connection with the work. Contractor shall at a minimum comply with Licensor's safety standards listed in Exhibit D, hereto attached, to ensure uniformity with the safety standards followed by Licensor's own forces. As a part of Contractor's safety responsibilities, Contractor shall notify Licensor if Contractor determines that any of Licensor's safety standards are contrary to good safety practices. Contractor shall furnish copies of Exhibit D to each of its employees before they enter the job site.

Exhibit B Page 3 c:\userslland027Iappdalallocalltemp\notes1b2023\county of dallas-license agmt for roe 2012-09-2Adocx

B. Without limitation of the provisions of paragraph A above, Contractor shall keep the job site free from safety and health hazards and ensure that its employees are competent and adequately trained in all safety and health aspects of the job.

C. Contractor shall have proper first aid supplies available on the job site so that prompt first aid services may be provided to any person injured on the job site. Contractor shall promptly notify Licensor of any U.S. Occupational Safety and Health Administration reportable injuries. Contractor shall have a nondelegable duty to control its employees while they are on the job site or any other property of Licensor, and to be certain they do not use, be under the int1uence of, or have in their possession any alcoholic beverage, drug or other substance that may inhibit the safe performance of any work.

D. If and when requested by Licensor, Contractor shall deliver to Licensor a copy of Contractor's safety plan for conducting the work (the "Safety Plan"). Licensor shall have the right, but not the obligation, to require Contractor to correct any deficiencies in the Safety Plan. The terms of this License shall control if there are any inconsistencies between this License and the Safety Plan.

Section 8. INDEMNITY.

A. TO THE EXTENT NOT PROHIBITED BY APPLICABLE STATUTE, CONTRACTOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, ITS AFFILIATES, AND ITS AND THEIR OFFICERS, AGENTS AND EMPLOYEES (INDIVIDUALLY AN "INDEMNIFIED PARTY" OR COLLECTIVELY "INDEMNIFIED PARTIES") FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, INJURY, LIABILITY, CLAIM, DEMAND, COST OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S, CONSULTANT'S AND EXPERT'S FEES, AND COURT COSTS), FINE OR PENALTY (COLLECTIVELY, "LOSS") INCURRED BY ANY PERSON (INCLUDING, WITHOUT LIMITATION, ANY INDEMNIFIED PARTY, CONTRACTOR, OR ANY EMPLOYEE OF CONTRACTOR OR OF ANY INDEMNIFIED PARTY) ARISING OUT OF OR IN ANY MAj'lNER CONNECTED WITH (I) ANY WORK PERFOR.,'VIED BY CONTRACTOR, OR (II) ANY ACT OR OMISSION OF CONTRACTOR, ITS OFFICERS, AGENTS OR EMPLOYEES, OR (HI) ANY BREACH OF THIS LICENSE BY CONTRACTOR.

B. THE RIGHT TO INDEMNITY UNDER THIS SECTION 8 SHALL ACCRUE UPON OCCURRENCE OF THE EVENT GIVING RISE TO THE LOSS, AND SHALL APPLY REGARDLESS OF ANY NEGLIGENCE OR STRICT LIABILITY OF ANY INDEMNIFIED PARTY, EXCEPT WHERE THE LOSS IS CAUSED BY THE SOLE ACTIVE NEGLIGENCE OF AN INDEMNIFIED PARTY AS ESTABLISHED BY THE FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION. THE SOLE ACTIVE NEGLIGENCE OF ANY INDEMNIFIED PARTY SHALL NOT BAR THE RECOVERY OF ANY OTHER INDEMNIFIED PARTY.

C. CONTRACTOR EXPRESSLY AND SPECIFICALLY ASSUMES POTENTIAL LIABILITY UNDER THIS SECTION 8 FOR CLAIMS OR ACTIONS BROUGHT BY CONTRACTOR'S OWN EMPLOYEES. CONTRACTOR WAIVES ANY IMMUNITY IT MAY HAVE UNDER WORKER'S COMPENSATION OR INDUSTRIAL INSURANCE ACTS TO INDEMNIFY LICENSOR UNDER THIS SECTION 8. CONTRACTOR ACKNOWLEDGES THAT THIS WAIVER WAS MUTUALLY NEGOTIATED BY THE PARTIES HERETO.

Exhibit 8 Page 4 c:\userslland027\appdata\localltemplnotes1 b20231county of dallas-license agmt for roe 2012-09-24.docx

D. NO COURT OR JURY FINDINGS IN ANY EMPLOYEE'S SUIT PURSUANT TO ANY WORKER'S COMPENSATION ACT OR THE FEDERAL EMPLOYERS' LIABILITY ACT AGAINST A PARTY TO THIS LICENSE MAY BE RELIED UPON OR USED BY CONTRACTOR IN ANY ATTEMPT TO ASSERT LIABILITY AGAINST ANY INDEMNIFIED PARTY.

E. THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE COMPLETION OF ANY WORK PERFORMED BY CONTRACTOR OR THE TERMINATION OR EXPIRATION OF THIS LICENSE. IN NO EVENT SHALL THIS SECTION 8 OR ANY OTHER PROVISION OF THIS LICENSE BE DEEMED TO LIMIT ANY LIABILITY CONTRACTOR MAY HAVE TO ANY INDEMNIFIED PARTY BY STATUTE OR UNDER COMMON LAW.

Section 9. RESTORATION OF PROPERTY.

In the event Licensor authorizes Contractor to take down any fence of Licensor or in any mam1er move or disturb any of the other property of Licensor in connection with the work to be performed by Contractor, then in that event Contractor shall, as soon as possible and at Contractor's sole expense, restore such fence and other property to the same condition as the same were in before such fence was taken down or such other property was moved or disturbed. Contractor shall remove all of Contractor's tools, equipment, rubbish and other materials from Licensor's property promptly upon completion of the work, restoring Licensor's property to the same state and condition as when Contractor entered thereon.

Section 10. WAIVER OF DEFAULT.

Waiver by Licensor of any breach or default of any condition, covenant or License herein contained to be kept, observed and performed by Contractor shall in no way impair the right of Licensor to avail itself of any remedy for any subsequent breach or default.

Section 11. MODIFICATION - ENTIRE LICENSE.

No modification of this License shall be effective unless made in writing and signed by Contractor and Licensor. This License and tl1e exhibits attached hereto and made a part hereof constitute the entire understanding between Contractor and Licensor and cancel and supersede any prior negotiations, understandings or Licenses, whether written or oral, with respect to the work to be performed by Contractor.

Section 12. ASSIGNMENT - SUBCONTRACTING.

Contractor shall not assign or subcontract this License, or any interest therein, witl10ut the written consent of the Licensor. Contractor shall be responsible for the acts and omissions of all subcontractors. Before Contractor commences any work, the Contractor shall, except to tl1e extent prohibited by law; (1) require each of its subcontractors to include the Contractor as "Additional Insured" in the subcontractor's Commercial General Liability policy and Business Automobile policies with respect to all liabilities arising out of the subcontractor's performance of work on behalf of tl1e Contractor by endorsing these policies witl1 ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute forms providing equivalent coverage; (2) require each of its subcontractors to endorse their Commercial General Liability Policy with "Contractual Liability Licensors" ISO Form CG 24 17 10 0 1 (or a substitute form providing equivalent coverage) for the job site; and (3) require each of its subcontractors to endorse their Business Automobile Policy with "Coverage For

Exhibit B Page 5 c:luserslland027\appdatallocalltemp\notes1 b20231county of dallas-license agmt for roe 2012...Q9-24.docx

Certain Operations In Connection With Licensors" ISO Form CA 20 70 1001 (or a substitute form providing equivalent coverage) for the job site.

Exhibit 8 Page 6 c:lusersliand027\appdataliocailtemplnotes1 b2023\county of dallas-license agmt for roe 2012-09-24.docx

EXHIBITC TO


Union Pacific Licensor Companv Insurance Provisions For

Contractor's Right of Entry License

Contractor shall, at its sole cost and expense, procure and maintain during the course of the Project and until all Project work on Licensor's property has been completed and the Contractor has removed all equipment and materials from Licensor's property and has cleaned and restored Licensor's property to Licensor's satisfaction, the following insurance coverage:

A. Commercial General Liabilitv insurance. Commercial general liability (COL) with a limit of not less than $5,000,000 each occurrence and an aggregate limit of not less than $10,000,000. COL insurance must be written on ISO occurrence form CO 00 01 12 04 (or a substitute form providing equivalent coverage).

The policy must also contain the following endorsement, which must be stated on the certificate of l11surance:

• Contractual Liability Licensors ISO form CO 24 17 10 0 I (or a substitute form providing equivalent coverage) showing "Union Pacific Licensor Company Property" as the Designated Job Site.

o Designated Construction Project(s) Oeneral Aggregate Limit ISO Form CO 25 03 03 97 (or a substitute form providing equivalent coverage) showing the project on the form schedule.

B. Business Automobile Coverage insurance. Business auto coverage written on ISO form CA 00 01 10 01 (or a substitute form providing equivalent liability coverage) with a combined single limit of not less $5,000,000 for each accident and coverage must include liability arising out of any auto (including owned, hired and non-owned autos).

The policy must contain the following endorsements, which must be stated on the certificate of l11surance:

• Coverage For Certain Operations In Connection With Licensors ISO form CA 20 70 10 0 1 (or a substitute form providing equivalent coverage) showing "Union Pacific Property" as the Designated Job Site.

o Motor Carrier Act Endorsement - Hazardous materials clean up (MCS-90) if required by law.

C. Workers' Compensation and Employers' Liability insurance. Coverage must include but not be limited to:

Exhibit C Page 1

• Contractor's statutory liability under the workers' compensation laws of the State of Texas. • Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease

policy limit $500,000 each employee.

c:\uscrsliand027\appdataliocaj\temp\notes 1 b2023\county of dallas-license agmt for roe 2012-09-24 _docx

If Contractor is self-insured, evidence of state approval and excess workers compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.

The policy must contain the following endorsement, which must be stated on the certificate of insurance: • Alternate Employer endorsement ISO fonn WC 00 03 01 A (or a substitute fonn providing

equivalent coverage) showing Licensor in the schedule as the alternate employer (or a substitute fonn providing equivalent coverage).

D. Licensor Protective Liabilitv insurance. Contractor must maintain Licensor Protective Liability insurance written on ISO occurrence fonn CG 00 35 12 04 (or a substitute fonn providing equivalent coverage) on behalf of Licensor as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. A binder stating the policy is in place must be submitted to Licensor before the work may be commenced and until the original policy is forwarded to Licensor.

E. Umbrella or Excess insurance. If Contractor utilizes umbrella or excess policies, these policies must "follow fonn" and afford no less coverage than the primary policy.

F. Pollutiou Liability insurance. Pollution liability coverage must be written on ISO fonn Pollution Liability Coverage Fonn Designated Sites CG 00 39 12 04 (or a substitute fonn providing equivalent liability coverage), with limits of at least $5,000,000 per occurrence and an aggregate limit of $10,000,000.

If the scope of work as defined in this License includes the disposal of any hazardous or non-hazardous materials from the job site, Contractor must furnish to Licensor evidence of pollution legal liability insurance maintained by the disposal site operator for losses arising from the insured facility accepting the materials, with coverage in minimum amounts of $1,000,000 per loss, and an annual aggregate of $2,000,000.

Other Requiremeuts

G. All policy(ies) required above (except worker's compensation and employers liability) must include Licensor as "Additional Insured" using ISO Additional Insured Endorsements CG 20 26, and CA 20 48 (or substitute fonns providing equivalent coverage). The coverage provided to Licensor as additional insured shall, to the extent provided under ISO Additional Insured Endorsement CG 20 26, and CA 20 48 provide coverage for Licensor's negligence whether sole or partial, active or passive, and shall not be limited by Contractor's liability under the indemnity provisions of this License.

H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless the law governing this License prohibits all punitive damages that might arise under this License.

I. Contractor waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Licensor and its agents, officers, directors and employees. This waiver must be stated on the certificate of insurance.

Exhibit C Page 2 c:\userslland027\appdata\]ocalltemplnotes 1 b2023\county of dallas-license agmt for roe 2012-09-24 ,docx

J. Prior to commencing the work, Contractor shall furnish Licensor with a certificate(s) of insurance, executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements in this License.

K. All insurance policies must be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the State of Texas.

L. The fact that insurance is obtained by Contractor or by Licensor on behalf of Contractor will not be deemed to release or diminish the liability of Contractor, including, without limitation, liability under the indemnity provisions of this License. Damages recoverable by Licensor from Contractor or any third party will not be limited by the amount of the required insurance coverage.

Exhibit C Page 3 c: \l.Iscrs\land027\appdatal]ocai\temp\notes! b20231county of dallas-license agmt for roe 2012-09-24 ,docx

EXHIBITD TO


MINIMUM SAFETY REQUIREMENTS

The term "employees" as used herein refer to all employees of Contractor as well as all employees of any subcontractor or agent of Contractor.

I. Clothing

A. All employees of Contractor will be suitably dressed to perform their duties safely and in a manner that will not interfere with their vision, hearing, or free use of their hands or feet.

Specifically, Contractor's employees must wear:

(i) Waist-length shirts with sleeves. (ii) Trousers that cover the entire leg. If flare-legged trousers are worn, the trouser bottoms

must be tied to prevent catching. (iii) Footwear that covers their ankles and has a defined heel. Employees working on bridges

are required to wear safety-toed footwear that conforms to the American National Standards Institute (ANSI) and FRA footwear requirements.

B. Employees shall not wear boots (other than work boots), sandals, canvas-type shoes, or other shoes that have thin soles or heels that are higher than normal.

C. Employees must not wear loose or ragged clothing, neckties, finger rings, or other loose jewelry while operating or working on machinery.

n. Personal Protective Equipment

Exhibit D

Contractor shall require its employees to wear personal protective equipment as specified by Licensor rules, regulations, or recommended or requested by the Licensor Representative.

(i) Hard hat that meets the American National Standard (ANSI) Z89.1 - latest revision. Hard hats should be affixed with Contractor's company logo or name.

(ii) Eye protection that meets American National Standard (ANSI) for occupational and educational eye and face protection, Z87.1 - latest revision. Additional eye protection must be provided to meet specific job situations such as welding, grinding, etc.

(iii) Hearing protection, which affords enough attenuation to give protection from noise levels that will be occurring on the job site. Hearing protection, in the form of plugs or mnffs, must be worn when employees are within:

• 100 feet of a locomotive or roadway/work equipment • 15 feet of power operated tools

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• 150 feet of jet blowers or pile drivers • 150 feet of retarders in use (when within 10 feet, employees must wear dual ear

protection - plugs and muffs) •

(iv) Other types of personal protective equipment, such as respirators, fall protection equipment, and face shields, must be worn as recommended or requested by the Licensor Representative.

HI. On Track Safety

Contractor is responsible for compliance with the Federal Licensor Administration's Roadway Worker Protection regulations - 49CFR214, Subpart C and Licensor's On-Track Safety rules. Under 49CFR214, Subpart C, Licensor contractors are responsible for the training of their employees on such regulations. In addition to the instructions contained in Roadway Worker Protection regulations, all employees must:

(i) Maintain a distance of twenty-five (25) feet to any track unless the Licensor Representative is present to authorize movements.

(ii) Wear an orange, reflectorized workwear approved by the Licensor Representative. (iii) Participate in a job briefing that will specify the type of On-Track Safety for the type of work

being performed. Contractor must take special note oflimits of track authority, which tracks may or may not be fouled, and clearing the track. Contractor will also receive special instructions relating to the work zone around machines and minimum distances between machines while working or traveling.

IV. Equipment

Exhibit D

A. It is the responsibility of Contractor to ensure that all equipment is in a safe condition to operate. If, in the opinion of the Licensor Representative, any of Contractor's equipment is unsafe for use, Contractor shall remove such equipment from Licensor's property. In addition, Contractor must ensure that the operators of all equipment are properly trained and competent in the safe operation of the equipment. In addition, operators mnst be:

• Familiar and comply with Licensor's rules on lockoutltagout of equipment. • Trained in and comply with the applicable operating rules if operating any hy-rail

equipment on-track. • Trained in and comply with the applicable air brake rules if operating any equipment that

moves rail cars or any other rail bound equipment.

B. All self-propelled equipment must be equipped with a first-aid kit, fire extinguisher, and audible back-up warning device.

C. Unless otherwise authorized by the Licensor Representative, all equipment must be parked a minimum of twenty-five (25) feet from any track. Before leaving any equipment unattended, the operator must stop the engine and properly secure the equipment against movement.

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D. Cranes must be equipped with three orange cones that will be used to mark the working area of the crane and the minimum clearances to overhead powerlines.

V. General Safety Requirements

Exhibit D

A. Contractor shall ensure that all waste is properly disposed of in accordance with applicable federal and state regulations.

B. Contractor shall ensure that all employees participate in and comply with a job briefing conducted by the Licensor Representative, if applicable. During this briefing, the Licensor Representative will specify safe work procedures, (including On-Track Safety) and the potential hazards of the job. If any employee has any questions or concerns about the work, the employee must voice them during the job briefing. Additional job briefings will be conducted during the work as conditions, work procedures, or personnel change.

C. All track work performed by Contractor meets the minimum safety requirements established by the Federal Licensor Administration's Track Safety Standards 49CFR213.

D. All employees comply with the following safety procedures when working around any Licensor track:

(i)

(") )1

(iii)

(iv) (v) (vi)

Always be on the alert for moving equipment. Employees must always expect movement on any track, at any time, in either direction. Do not step or walk on the top of the rail, frog, switches, guard rails, or other track components. In passing around the ends of standing cars, engines, roadway machines or work equipment, leave at least 20 feet between yourself and the end of the equipment. Do not go between pieces of equipment of the opening is less than one car length (50 feet). Avoid walking or standing on a track unless so authorized by the employee in charge. Before stepping over or crossing tracks, look in both directions first. Do not sit on, lie under, or cross between cars except as required in the performance of your duties and only when track and equipment have been protected against movement.

E. All employees must comply with all federal and state regulations concerning workplace safety.

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COURT ORDER

ORDER NO. 01 DATE: November 13, 2012

STATE OF TEXAS

COUNTY OF DALLAS


the ____ = _____ day of _____ -"N-'-o"-v-"e"'m=b""e'-r ___________ , 2012, on motion made

by Dr. Elba Garcia, Corrrnissioner of District #4 , and seconded

by Maurine Dickey, Cornrrissioner of District III , the following order was adopted:

WHEREAS, the matter set forth below was bliefed before Commissioners COUli on November 6, 2012; and

WHEREAS, Dallas County and the Town of Addison desire to enter into a MASTER AGREEMENT governing the MAJOR CAPITAL IMPROVEMENT PROGRAM which authorizes improvements, and

WHEREAS, the attached agreement is consistent with the Dallas County Strategic Plan in that the project will result in street improvements which can he credited to Vision I-Dallas County is a model interagency Partner, Vision 3-Dallas County is safe, secure and prepared, Vision 4-Dallas County proactively addresses critieal regional issues, and Vision 5-Dallas County is the destination of choice for residents and businesses, and

WHEREAS, the City has agreed to fnlfill the responsibilities as defined in the MASTER AGREEMENT and participate with the COUNTY on at least a fifty/fifty basis for funding of the improvements submitted to the current and future "Call For Projects", and

WHEREAS, the Director of Public Works recommends execution of the attached MASTER AGREEMENT governing the MAJOR CAPITAL IMPROVEMENT PROGRAM as described above.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Dallas County Commissioners Comi that the Dallas County Judge is hereby authorized and directed to execute attached MASTER AGREEMENT governing the MAJOR CAPITAL IMPROVEMENT PROGRAM with the TO>y.l1-of Addison.

0"; J op," !1:ilii""" A 13" ',Of------"'':7'1''''''''----,r-;l'----' 2012.


ecommended ~. For Approval: T'''::/:-'-'~~'''''''' "'=====~~ __ _

U\.l~ Director of Public Works

MASTER AGREEMENT GOVERNING MAJOR CAPITAL IMPROVEMENT PROGRAM

THIS MASTER AGREEMENT is made by and between the Town of Addison, Texas, hereinafter called "City" or "Town", and Dallas County, Texas, hereinafter called "County", acting by and through its duly authorized ofIicials, which desire to enter into an Interlocal Agreement, hereinafter called "Master Agreement," for the purpose of Transportation Improvements on roads inside Dallas County that are on the North Central Texas Cow1cil of Government's Regional Thoroughfare Plan (the County and the Town are sometimes referred to herein together as the "parties" and individually as a "party").

WITNESSETH

WHEREAS, pursuant to Conrt Order 2002-1375, dated July 30, 2002, County Commissioners Court ("Commissioners Court") approved participation in Transportation Major Capital Improvement Program within the cities inside Dallas County; and

WHEREAS, the approved project lists may be modified, updated or approved by the Commissioners Court on a periodic, as-needed basis; and

WHEREAS, Chapter 791 of the Texas Government Code, as amended, provides authorization for local governments to enter into interlocal agreements to perform governmental functions and services, including, without limitation, functions and services for streets, roads, and drainage; and

NOW THEREFORE, THIS AGREEMENT is hereby made and entered into by City/Town and County for the mutual consideration stated herein and the said parties agree as follows:

ARTICLE 1. DKFINITIONS

The following definitions are incorporated into this agreement for all purposes.

A. AMENDMENT shall mean a written document executed by all parties detailing changes, additions or deletions in the Master Agreement.

B. AMENITY shall mean Project features not included in the Standard Basic Project Design including but not limited to street pavers, colored concrete, planters, irrigation, decorative lighting, special signage, or any other feature above and beyond the Standard Basic Project Design or any increase in capacity in excess of County determined requirements based on anticipated future trafIic flow.

C. CITY /TOWN shall mean the City/Town of Addison, Dallas County, Texas.

D. CONTEXT SENSITIVE SOLUTIONS (CSS) is a collaborative, interdisciplinary approach that involves all stakeholders to develop a transportation facility that fits its physical setting and preserves scenic, aesthetic, historic and environmental resources, while maintaining safety and

MASTER AGREEMENT- 02/07111

mobility. CSS is an approach that considers the total context within which a transportation improvement project will exist. CSS principles include the employment of early, continuous and meaningful involvement of the public and all stakeholders throughout the Project development process. It is the intent of Dallas County, through its Public Works Department, to use the essential elements of CSS in all approaches to deliver the Project. Some Projects will dictate very intense use of CSS, while others will only use a few of the elements, but the County will always consider CSS.

E. COUNTY shall mean County of Dallas, State of Texas.

F. DIRECT PROJECT and PROGRAM COSTS shall mean those costs that can be identified specifically with a particular Project or program cost objective. These costs generally include compensation of employees for the time devoted and identified specifically to the performance of the Project or program, cost of materials acquired, consumed or expended specifically for the purpose of the Project or program; equipment changes; damage claims and other approved capital expenditures; change orders; travel expenses incurred specifically to carry out the Project including, but not limited to, design, right-of-way, road or street drainage, utility relocation and adjnstment and construction. Direct Project and Program Costs do not include either City/Town or County general overhead.

G. EFFECTIVE DATE shall mean the date of the signature of the last person necessary for this Master Agreement to become effective (as set forth in Article II, below).

H. EXTRA TERRITORIAL JURISDICTlON- (ETJ) shall mean the unincorporated area outside the incorporated boundaries of the municipality as determined in Chapter 42 of the Texas Local Government Code, as amended.

1. FIVE PHASE PROJECT DELIVERY SYSTEM shall mean the process for delivering a Project from conception to completion as detailed in Exhibit A, attached hereto and incorporated herein, and as well as any additions or supplements thereto. The five phases of the Five Phase Project Delivery System are planning, design, right of way, utility clearance, and construction.

J. FUNDING AGREEMENT shall mean the agreement between the County and the City/Town to establish a preliminary proposed budget for a Project. As design is completed and the engineering estimate is refined, the Funding Agreement shall be incorporated into the Project Specific Agreement.

K. INDIRECT COSTS shall mean those costs that benefit more than one Project and cannot be readily identified with a particular final Project or program cost objective. Their precise benefits to a specific Project are often difficult or impossible to trace.

L. IN-HOUSE PROJECT DELIVERY COSTS shall mean all costs associated with the development of the Major Capital Improvement Program (MCIP) "Call for Projects", selection of Projects, scoping of Projects, Project design, property acquisition and construction of Projects. In-House Project Delivery Costs accounting shall include but are not limited to employee time reimbursement, materials, eqnipment and other expenditures necessary for the management and continuation of the MCIP.

M. INTERLOCAL AGREEMENTS shall mean contracts or agreements entered into between City/Town and County in accordance with Texas Govermnent Code Chapter 791.

MASTEH AGREEMENT - 02/07111 2

N. LEAD AGENCY shall mean that entity responsible for Project management, including, but not limited to planning, design, right-of-way acquisition, approved utility relocation or adjustment and construction, unless otherwise designated.

O. MASTER AGREEMENT shall mean this document (entitled "Master Agreement Governing Major Capital Improvement Program") including all incorporated documents, attachments, and exhibits.

P. MEMORANDUM OF AGREEMENT (MOA) shall mean a written document agreed to by each party which incorporates the results of the Preliminary Design Charrette.

Q. MULTI-MODAL CONNECTIVITY IMPROVEMENTS shall mean Projects which comply with the concepts in the 2005 SAFETEA-LU Act, any amendments, or any future federal transportation acts which increase safety, accessibility, flexibility, efficiency, and enhance the integration and connectivity of the transportation system, across mld between modes throughout the County for motorized and non-motorized users.

R. ORPHAN ROADS shall mean all or part of a street or road right of way which are outside the incorporated limits of a municipality (or municipalities) mld the incorporated area of the municipality (or municipalities) abuts or extends into the right of way. These roadway segments have, in effect, been "orphaned" by the abutting city/town (or cities) that they serve in that they have been left unincorporated. Thus the County has primary responsibility for maintenance, operation, enforcement, police and/or emergency services within these unincorporated rights of way.

S. PARCEL OR PARCELS shall meml those portions or parts of land and improvements located either wholly or partially thereon, identified by County, City/Town or other stakeholder as required for right-of-way requirements of the Project. Such right-of-way shall include the existing street, road, drainage or other City/Town or County real property ownership ffi1d all additional real property to be utilized for the Project.

T. PRELIMINARY CONCEPT CHARRETTE (PCC) shall have the same meanings and purposes as the Preliminary Design Charrette, but be conducted very early in the design start, before substantial design is underway. The conditions for which a PCC is appropriate will be determincd by the Lead Agency, but will usually be a greater uncertainty of what the road improvement will involve, the purposes, varying contexts (e.g. transit oriented development, recreational oriented development, industrial oriented development, etc.). Use of CSS will usually mean that a PCC will be conducted, since its use fits perfectly into CSS concepts. Other conditions encountered may dictate the use of a PCC, such as poor soils, presence of unconsolidated solid waste dumps, innovative integration of master plffi1ning with project delivery, unusual ROW challenges, budgetary constraints (thus calling for significant value engineering efforts), etc. The results of properly using a PCC will be that early consensus will be achieved on a basic approach to the Project design mld construction, thus avoiding wasted design fnnding and loss of momentum for Project delivery.

U. PRELIMINARY DESIGN CHARRETTE (PDC) shall mean a meeting of decision making stakeholders and other members of the Project team for the purpose of discussing feasible design alternatives, forging strong consensus among all stakeholders for the selected alternative, and entering into an MOA for the overall estimate, alignment and scope of the Project. The PDC will be scheduled when the Project preliminary design is complete or near completion. This means horizontal and vertical alignment alternatives have been designed, ROW requirements are at least approximately known for each alternative, and the design is 40% to 60% complete. The result of a PDC that is conducted with all the stakeholders present

MASTER AGREEMENT- 02/07111 3

is that the strong consensus achieved will help assure the Project is able to overcome any challenges with design completion, ROW acquisition, utility design and relocation, and finally, road construction.

V. PROJECT MANAGER shall mean the person appointed by the Lead Agency who is assigned the primary duty for assuring Project Team coordination and timely Project delivery. There will be only one Project Manager assigned to a Project.

W. PROJECT TEAM shall mean representatives from County, City/Town, and other stakeholders as may be mutually agreed upon by County, City/Town and stakeholders or otherwise with responsibility for delivering the completed Project.

X. PROJECT(S) shall mean the proposed thoroughfare and Multi-Modal Connectivity Improvements approved by the Commissioners Court for inclusion in the transportation MCIP and approved by the City/Town.

y. PROJECT DURATION shall mean the active life of the Project. Project shall commence with the application for a Project by the City/Town and acceptance by the Dallas Connty Commissioners Court. Project shall be considered complete when construction has been fully completed and the one year maintenance period has expired or the Proj ect has been terminated in accordance with Article IV of this Agreement.

Z. PROJECT SPECIFIC AGREEMENT or PROJECT SUPPLEMENTAL AGREEMENT (PSA) shall mean an agreement subsequent to this Master Agreement which is entered into to establish the contractual rights and responsibilities of the City/Town and County as it relates to a particular Project. A PSA supersedes the MOA or Funding Agreements unless otherwise stated in the PSA.

AA. RIGHT OF WAY (ROW) is a strip of land that is granted, through a ROW deed, an easement or other mechanism, for the Project. ROW shall mean that real property or property interest identified by County or City/Town as necessary for the construction of the Project, which shall include the existing street, road, drainage or other City/Town or County real property ownership and all additional real property to be utilized for the Project.

BB. SCOPING SHEETS shall be attached to each PSA. These sheets will set forth the design criteria to be used for the Project that is the subject of the Scoping Sheets, including the alignment, appropriate specifications, typical section and other parameters of the Project. As project goals and needs are more clearly defined the Scoping Sheets shall be updated and revised by the project manager to retlect current construction goals.

CC. STAKEHOLDERS shall mean any entity that has an interest in the Project.

DD. STANDARD BASIC PROJECT DESIGN shall mean the standard County-approved City/Town criteria for paving, bridges, drainage and appurtenances, traffic control items including pavement markings, warranted uniform signals, street light foundations, pull boxes, conduits, sidewalks, medians, storage/turn lanes, access, required structural retaining walls and standard driveways excluding road or street amenities, or such design criteria as may be mutually agreed upon in a Project Scoping Sheets.

EE. TxDOT shall mean the Texas Department of Transportation.

FF. UTILITIES shall mean each City/Town utility, public utility, common carrier, govermnental or quasi-governmental facility, fiber optic facility, or other facility located within the limits of the Project by virtue of Texas or Federal law or agreement between an entity and the City/Town, County, or State of Texas.

MASTER AGREEMENT- 0210711 1 4

GG. CITY/TOWN UTILITY shall mean those Utilities owned or operated by City/Town which requires relocation or adjustment for the purpose of the construction of the Project as identified by Project plans.

HH. UTILITY IN PUBLIC RIGHT-OF-WAY shall mean all Utilities located within the public ROWand within the limits of any governmental entity.

II. UTILITY IN PRIVATELY OWNED RIGHT-OF-WAY shall mean all Utilities, excluding City/Town Utilities, whose facilities are located within a private easement.

JJ. UTILITY BETTERMENT shall mean any increase in the capacity of any Utility's facility adjusted or relocated as a pmi of the Project as compared to the existing facility, or any upgrading of a Utility's facility above the standard practices, devices or materials, specified by the Utility and customarily used by City/Town or Utility on projects solely financed by City/Town or Utility. Provided, however, that any adjustments necessary to successfully accomplish the Project shall not be considered a Utility Betterment, and further, that any increase in the capacity of a Utility facility resulting solely from the replacement of devices or materials no longer regularly manufactured, processed or installed shall not be considered a Utility Betterment, provided that such replacement shall be only to the standm'd devices or materials currently used on other projects financed solely by City/Town or Utility. This meaning shall apply to utilities that are part of the Project as well as the standard basic street components (See "Standard Basic Project Design"),

ARTICLE II. PERIOD OF THE AGREEMENT

This Master Agreement becomes effective when signed by the last party whose signing makes the respective agreement fully executed (the date of such signing being the "Effective Date"). This Master Agreement shall expire ten years from the Effective Date unless terminated in accordance with Article IV.

ARTICLE m. AMENDMENTS

This Master Agreement may be amended with the mutual consent of the City/Town and County. Any mnendment must be in writing and approved by the parties' respective governing bodies through either a Court Order from Commissioners Court or a City/Town Council Resolution.

ARTICLE IV. TERMINATION, DEFAULT, TIME OF THF2 ESSENCE AND FORCE MAJEURE

A. TERMINATION

a. This Master Agreement may be terminated by any of the following:

I. By expiration of the term of this Master Agreement.

2. By either party, by notice in writing establishing the effective date of termination to the other party (the "defaulting party") as consequence of the defaulting party being in default of the provisions of this Master Agreement or any Project Supplemental Agreement or failure to timely provide funding, with proper

MASTER AGREEMENT - 02/07111 5

allowances being made for circumstances beyond the control of the defaulting party.

3. By either party with at least ninety days written notice to the other party.

4. By mutual written consent and agreement of the County and the Town/City.

b. Should either party terminate this Master Agreement as herein provided, all existing, fully executed Project Supplemental Agreements made under this Master Agreement shall not be terminated (except as may be authorized or allowed by the terms of any Project Supplemental Agreements) and shall automatically incorporate all the provisions of this Master Agreement.

c. In the event that any Project Supplemental Agreement is terminated prior to completion of the Project, no additional Direct Project and Program Costs shall be incurred other than Direct Project and Program Costs due mId payable at the time of termination for services actually performed or that shall become due and payable due to such termination. The Lead Agency, to the extent permitted, may terminate all Project contracts, unless written notice is given by either party to the other of its intent to complete the Project, and prepare a final accounting for the Project.

d. If the Project is terminated by the City/Town prior to the award of any construction contract and the Project is located within the City/Town limits, City/Town shall pay to County the full anIount of Direct Project and Program Costs expended by County on the Project and County shall transfer to City/Town its rights and all deliverables that it may be entitled to receive under the existing professional services or other Project contracts or agreements. Such amount shall be included in the final accounting for the Project. Such amount shall be due and payable in full ninety (90) days subsequent to the termination, or thirty days subsequent to delivery of final accounting.

e. Once the construction contract for a Project has been awarded by the governing body of the Lead Agency, except upon the written agreement of the parties or as otherwise set forth herein or in a PSA, the PSA for that Project cannot be terminated until completion of the construction.

1'. In the event that a Project is terminated prior to the award of the construction contract, either party may, upon written notice to the other party, take over the anticipated work for the terminated Project and prosecute the work to completion by contract or otherwise at its sole cost and expense. In the event that the party so completing the work (the "Completing Party") is not the Lead Agency, it is agreed that the Project Manager will furnish to the Completing Party a listing of current records pertaining to any outstanding obligations or other records or information required by any Project contract, including any work order, or requested in writing by Completing Party in either printed or electronic format or both. If the Completing Party is not the Lead Agency, the Lead Agency agrees to reasonably cooperate with the Completing Party (but such cooperation shall not require the Lead Agency to expend any funds). If the Completing Party is not the Lead Agency, the Lead Agency will use its best efforts to transfer to the Completing Party all contracts regarding the Project. Obligations under such contracts shall become the sole obligation of the Completing Party upon transfer. The Completing Party agrees to timely pay all future obligations lmder such contract as they become due and payable. The Completing Party hereby releases the Lead Agency from any and all liability under such assigned contracts subsequent to date of transfer, effective upon the transfer date. If the Completing Party is not the Lead Agency, the Lead Agency shall exercise its best efforts to insure a transition of services without interruption.

MASTER AGREEMENT-- 02/07/11 6

Either patiy shall have the right to retain copies of all data, information, engineering, studies, or other items produced to the date of termination.

g. Provisions b. through g. of this section A. of Article IV. shall survive the termination of this Master Agreement and any PSA and shall be a continuing obligation until the transition of services, all payments made and the Projects are complete. All items listed or required in this provision shall be furnished by Lead Agency to Completing Party without additional cost or expense to Completing Party.

B. FORCE MAJEURE:

Neither County nor City/Town shall be deemed in violation of this Contract if it is prevented from performing any of its obligations hereunder by reason of, for or through strikes, stoppage or shortage oflabor, failure of transpOliation, riot, fire, flood, invasion, insurrection, accident, order of court, judge or civil authority, an act of God, or any other cause reasonably beyond the party's control and not attributable to its neglect. In the event of such an occurrence, the time for performance of such obligations or duty shall be suspended until such time that such inability to perform shall be removed. The party claiming the suspension shall give written notice of such impediment or delay in performance to the other party within ten (l0) days of the notifying patiy's actual knowledge of such occurrence (but a failure to give such notice within the said time period shall not affect the suspension of the period of time to perform). Each party shall make reasonable efforts to mitigate the effects of any suspension. The provisions of this Article IV section B shall survive the termination of this Master Agreement.

ARTICLE V. LIABILITY FOR ACTS AND OMISSIONS

County and CitylTown agree that hoth County and City/Town shall each be responsible for their own negligent acts or omissions or other tortious or non-tortious conduct in the course of performance of this Master Agreement without waiving any sovereign or governmental immunity available to either County or City/Town under Texas or other law (including, without limitation, the Texas Constitution) and without waiving any available defenses or tort limitation under Texas or other law. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. The provisions of this Article V shall survive the termination of this Master Agreement.

ARTICLE VI. LEAD AGENCY

A. Lead Agency shall be that entity which is responsible for the Project from conception through to completion of construction. City/Town atld County may choose for County to manage a Project through design and construction and for City/Town to acquire ROW.

B. In the event that the City/Town is the Lead Agency, the City/Town shall:

a. Provide Project management and leadership from Project selection to construction completion following the Five Phase Project Delivery System as detailed in Exhibit A, attached hereto, atld as well as any additions or supplements thereto;

b. Lead Agency shall be responsible for hosting the Preliminary Concept Charrettes and or Preliminary Design Charrettes and neighborhood public workshops;

MASTER AGREEMENT - 02/07/11 7

c. Acquire ROW necessary for the Project;

d. Enter into or obtain whatever agreements or permits are necessary for Project completion;

e. Provide County with opportunity for significant input in plan development and periodic progress reviews; and

f. Provide records for periodic auditing for either financial accounting or engineering accounting or both.

C. For City/Town-led Projects in which the City/Town is considering to specify transportation infrastructure elements exceeding the Standard Basic Project Design criteria, County funding will only be eligible to the Standard Basic Project Design criteria unless the City/Town and County have arrived at mutual agreement through involvement of the County during the initial design phases including the design partnering kick -off meeting and as necessary the Preliminary Concept Charrette and Preliminary Design Charrette meetings.

ARTICLE VII. CITyrrOWN COVENANTS

The City/Town covenants and agrees as follows:

A. To execute with reasonable promptness the necessary agreements for the implementation of design and construction of the Projects mutually agreed upon and incorporated herein by a PSA.

B. To provide a City/Town Council resolution adopting approved preferred alignment, proposed estimated budget, and commitment to meet Project funding for each milestone as specified herein or in the Funding Agreement and/or PSA.

C. To provide a City/Town Council resolution adopting the subdivision regulation in the ETJ as defined in Article XVII below.

D. City/Town agrees to share the funding of each Project with County on an equal share basis of 50%/50% (or an otherwise agreed cost sharing arrangement as may be specified in a Funding Agreement and/or PSA) with the following exclusions:

a. City/Town shall bear the entire cost of:

1. City/Town owned utilities relocation or adjustment such as water and sanitary sewer facilities, except utility adjustments directly attributable to storm sewer improvement conflicts; 2. Amenities including but not limited to street pavers, colored concrete, planters, decorative lighting, special signage, or any other feature over the Standard Basic Project Design;

3. Utility Betterments

4. Direct Project and Program Costs of City/Town when it is fulfilling the role of Lead Agency LIDless Direct Project and Program Costs are supported by a detailed hourly accounting system equal to County's accounting system.

5. City/Town Indirect Costs.

E. When mutual written agreement has been reached as to a Project's concepts, design elements and limits by County and City/Town at (or within a reasonable period of time following) a PDC, City/Town agrees, subject to applicable law, to seek to acquire ROW required for the designated Project by voluntary dedication, the subdivision platting process, or other legal means, and to seek

MASTER AGREEMENT- 02/0711 j 8

to ensure through the building permitting process that setback requirements are imposed to limit encroachment upon the required ROW. City/Town agrees to fund ROW not acquired, but reasonably expected to be acquired. City/Town also agrees to fund the removal of improvements that are encroachments within existing or proposed ROW areas.

F. In the event any proposed use of the Project ROW will conflict with the proposed Project and City/Town is unable to obtain such ROW (the "conflicting parcel") as described above, City/Town shall notify County of such conflict. County and City/Town shall determine if the acquisition of the conflicting parcel is needed because it is impacted by the Project. In the event that agreement is reached that the conflicting parcel should be acquired and the parcel is acquired, the parcel acquisition cost shall be included in the pro rated cost of the Project in the agreed upon proportions.

G. City/Town hereby grants the County authority to enter into eminent domain proceedings within the City/Town limits on specific ROW alignments and/or Projects as approved by the both the City/Town and County where County is the Lead Agency or where County by mutual agreement of the parties has the responsibility to acquire ROW for a Project.

H. To require all utility companies located within or using the present public ROW on all designated transportation Projects within City's/Town's municipal limits to adjust and/or relocate Utilities owned by such utility companies as required by the proposed improvement of the designated transportation Project. City/Town Utilities shall be relocated or adjusted at no cost to County except as may be specifically set forth in this Master Agreement or any Project Supplemental Agreement.

I. City/Town agrees to timely schedule and fairly consider issues relating to billboards, advertising signs, non-conforming uses, zoning and similar restrictions that require action by the goveming or administrative body of City/Town to minimize cost and delay of a Project. Additional Project cost caused or contributed to by City/Town failure to timely schedule and consider such matters shall be paid in full by City/Town. Additional Project costs caused or contributed to by adoption of or changes to ordinances, orders, or laws made by either party subsequent to execution of any Project Supplemental Agreement for a Project shall be bome in full by the party making such adoption or change.

J. To the extent allowed by law, City/Town shall require the adjustment and/or relocation of Utilities to be accomplished and finalized, as expeditiously as possible after approval of Project final plans to prevent Project schedule delays. Notwithstanding anything contained herein to the contrary, all Utilities shall be adjusted or relocated and the ROW clear for construction not later than thirty (30) days prior to the award of the Project construction contract. City/Town will notify the County and other stakeholders when utility conflicts would impact progress of Project completion. County and City/Town agree to work cooperatively and with all Stakeholders to solve any problems with relocation or adjustment of Utilities, to include helping to engage elected officials in the problem resolution with the goal to prevent delays in the commencement or prosecution of construction of the Project.

K. Where planned roadway improvements (including, but not limited to storm drainage) are in conflict with City/Town owned water and sanitary sewer systems, that could otherwise remain in place, the actual costs of the necessary adjustment of City /Town water and sewer utilities shall be pro rated at the overall percentage agreed to by City/Town and COlmty for cost sharing. City/Town shall be responsible for funding one hundred percent (100%) of any Utility Betterment as well as 100% of any relocation that is caused by City/Town installation during the Project Duration. Except as provided herein, all costs for adjustment and/or relocation of utilities in the public ROW shall be the responsibility of the Utility Owner or of the City/Town Utility. Any Project delay damages, to

MASTER AGREEMENT - 02/07111 9

the extent caused by City/Town Utility failure to timely relocate or adjust the City/Town Utility facility, shall be at the entire cost of City/Town.

L. To provide for continuing surveillance and control of ROW to prevent the constrnction, placement, storage or encroachment of any signs or personal property that is not authorized to be constructed, placed, stored, or encroaching in the existing or proposed ROW. In the event that such signs or personal property are authorized by City/Town to encroach on necessary ROW during the duration of the Project, City/Town shall bear the entire cost of removal or relocation of said encroachment.

M. To provide to County for County's or County's designee's use, at no cost, adequate copies of all construction standards, codes, (specifically including zoning and development codes), plats, specifications, guidelines, standards or any other pertinent information as determined by County to be required for the completion of the Project. Additionally, City/Town shall furnish County, at no cost, such doclLll1ents as necessary to keep all items previously furnished to County current.

N. Actively participate and provide authorized representation with decision making power at PCC and/or PDC, preconstruction meeting, partnering meetings and Project Team meetings which are necessary to Project development/completion and fiduciary relationships.

O. City/Town agrees to provide timely review of interim submittals. What constitutes "timely" review will be negotiated by the parties during the PCC and/or PDC as a part of the Project schedule. City/Town further agrees that if no review notes are submitted by City/Town in writing to County on a timely basis, plans are approved as submitted.

P. When City/Town is the Lead Agency, CitylTown agrees to allow forty-five days for County review of submittals and any comments agreed upon by City/Town shall be incorporated into final document.

Q. CitylTown agrees that it will pay all additional Project costs for any City/Town requested discretionary change subsequent to the City/Town opportunity to review the sixty five percent (65%) design plans, including, but not limited to Amenities and Utility Betterments, to the extent a requested discretionary change increases the cost of the design or construction of the Project.

R. Provide at City' s/Town' s cost for the continuing maintenance of all Project ROW, such as mowing, drainage, trash removal, etc., during the period between acquisition and constrnction.

S. During the construction of the Project and after completion of the Project, City/Town will be responsible, to the extent the Project is located within the corporate limits of the City/Town, for the control, operation, police enforcement and/or emergency services, without cost or contribution fi'om the County.

T. After the completion of a Project and the period of any maintenance bond period for the Project, the City/Town will be responsible for all future maintenance without cost or contribution from the County.

U. Bear the entire cost of design, construction and administration for landscaping, streetscaping, streetlighting, as such items are not included in the Standard Basic Project Design, and other Amenities specified or requested by City in excess of Standard Basic Project Design.

V. It is the intent of this Master Agreement that the County will be the Lead Agency. In the event that the City/Town and County agree in writing that City/Town will manage and administer one or more Projects, City/Town and County will enter into a PSA as to that Project(s). In such instance, City/Town agrees to assume all Lead Agency responsibilities except as may be set forth in the PSA as determined by mutual consent.

MASTER AGREEMENT - 02/07/11 10

ARTICLE VIII. UTILITY IMP ACTS.

A. In cases of a Utility In Privately Owned ROW, where it is necessary to relocate the Utility facility or make adjustments to the Utility facility by reason of the widening or improvement of the designated Project, the County (or City/Town if acting as the Lead Agency) will, after submission of ROW documentation and cost estimates by the Utility company that owns the said facilities that are acceptable to the City/Town, County and other stakeholders, assign the actual costs for the relocation and/or adjustment of said Utility facility to the Project.

B. In cases where a Utility in Public ROW, excluding City/Town Utilities, occupies any portion of the Project ROW by Texas or Federal law or by agreement with the City/Town that allows or permits the City/Town to cause the relocation or adjustment of the Utility facilities for the construction of the Project, the City/Town shall timely require and enforce the relocation or adjustment requirement at no cost to the Project. In the event that the City/Town has no legal or contractual right to cause the relocation or adjustment, the said Utility facilities shall be relocated or adjusted and all costs thereof shall be Project costs.

ARTICLE IX. COUNTY COVENANTS

The County covenants and agrees as follows:

A. To provide, as a Project cost, preliminary engineering for each Project which will define Project details, e.g., location, scope of work and specific right of way alignment for each improvement. Such preliminary engineering shall be submitted to the City/Town for approval, prior to proceeding with the final design and any Right Of Way acquisition.

B. To provide, as a Project cost, for the construction of transportation improvements based upon design criteria conforming to Standard Basic Project Design in conformity with applicable City/Town ordinances and standards, to the extent of Commissioners Court approved program funding. The scope of work for the Project shall include the agreed upon design standards as the basis for improvement criteria. Deviations from mutually agreed upon application of City/Town standards and/or design criteria shall require prior approval of City/Town. Where City/Town standards do not exist, TxDOT standards as of the Effective Date of this Master Agreement shall be utilized unless otherwise mutually agreed by a PSA.

C. To actively participate and provide authorized representation with decision making power at PCC and/or PDC, preconstruction meeting, partnering meetings and Project Team meetings which are necessary to Project development and completion and fiduciary relationships.

D. To provide Project management of each Project where County is Lead Agency from commencement to completion of construction. City and County may further agree by mutual consent to redefine Project management roles as benetlcial to the Project as defined in an MOA and/or Project Supplemental Agreements.~

E. Upon receipt of written request detailing the information requested, to provide information related to the Project to City/Town or City's/Town's designee at no cost to the City/Town.

F. County agrees to provide review of interim submittals regarding each Project within forty-five days and hereby agrees that if no review notes are submitted with such time period by County (if

MASTER AGREEMENT-" 02/07111 II

City/Town is filling the role as Lead Agency) in writing to City/Town, plans are approved as snbmitted.

G. To submit final engineering plans for review and written approval by City/Town at least thirty (30) days prior to advertising for bids to construct the Projcct.

H. To provide for the acquisition, including, without limitation, acquisition by eminent domain, of the necessary additional ROW, on designated Projects, in accordance with minimum standard requirements and utilizing existing public ROW to the maximum extent possible as a Project cost.

I. To require all contractors to secure all necessary permits required by City/Town on said construction Projects.

J. To furnish record drawings of construction plans for the permanent records of City/Town within twelve (12) months upon completion and acceptance of the transportation improvement Project.

K. To transfer the real property or property interest acquired by COW1ty and used for the Project to City/Town.

L. In the event County and City agree in writing that City will he the Lead Agency for the agreed upon Project, County will reimburse City for agreed costs as detailed in Article XIII. (Funding) in an amount not to exceed the Project cost as approved hy Dallas County Commissioners Court and incorporated in the PSA. All County payments shall he in accordance with County policies and procedures or as may be mutually agreed between the parties and incorporated in a PSA.

M. When County is the Lead Agency, County agrees to allow forty-five days for City/Town review of submittals and any comments agreed upon by County shall be incorporated into final document.

ARTICLE X. PRELIMINARY DESIGN CHARRETTE (PDC), PRELIMINARY CONCEPT CHAlmETTE (PCC)

A. City/Town and County, as specified in Articles VII and X, respectively, will designate officials or representatives to participate in a PCC and/or PDC to be conducted on a mutually agreeable date and location. At least part ofthis meeting will be conducted on the Project site.

B. Results from PCC will identify the general Project scope, the basic approach and concepts to be taken with the Project, the elements of CSS that will be included, and some ideas for alignment alternatives. Lead Agency will already have been determined, and as well as Project administration and management roles, to include the Project Manager. Key Project Team participants shall be introduced to stakeholders at the PCC and or PDC. Results from the PDC will identify the preferred alignment of the Project which all stakeholders can support and build momentum behind, and provide all stakeholders a commitment for Project delivery schedules and Project budgets.

ARTICLE XI. FISCAL FUNDING

Notwithstanding anything to the contrary herein, this Master Agreement is expressly contingent upon the availability of County funding for each item and obligation contained herein. City/Town shall have no right of action against the County as regards this Master Agreement, specifically including any funding by County of the Project in the event that the County is unable to fulfill its obligations w1der this Master Agreement as a result of the lack of sufficient funding for any item or obligation from any source utilized to fund this Master Agreement or failure of any funding party to budget or authorize funding for this Master Agreement during the current or future fiscal years. In the event of insufficient


funding, or if funds become unavailable in whole or part, the County, at its sole discretion, may provide funds from a separate source or terminate this Master Agreement. In the event that payments or expenditures are made, they shall be made from current funds as required by Chapter 791, Texas Government Code.

Notwithstanding anything to the contrary herein, this Master Agreement is expressly contingent upon the availability of City/Town funding for each item and obligation contained herein. County shall have no right of action against the City/Town as regards this Master Agreement, specifically including any funding by City/Town of the Project in the event that the City/Town is unable to fulfill its obligations under this Master Agreement as a result of the lack of sufficient funding for any item or obligation from any source utilized to fund this Master Agreement or failure of any funding party to budget or authorize funding for this Master Agreement during the current or future fiscal years. In the event of insufficient funding, or if funds become unavailable in whole or part, the City/Town, at its sole discretion, may provide funds from a separate source or terminate this Master Agreement. In the event that payments or expenditures are made, they shall be made from current funds as required by Chapter 791, Texas Government Code.

ARTICLE XII. FUNDING

A. City/Town and County mutually agree to proportionately fund the Direct Project and Program Costs as agreed by the parties in a PSA. Unless otherwise specified in the PSA, County shall bear and pay for fifty percent (50%) of the total Direct Project and Program Costs excluding the Amenities, relocation or adjustment of City/Town Utilities, Utility Betterments, Indirect Costs, Direct Project and Program Costs not supported by detailed hourly accounting system and other items as specified in this Master Agreement, any Funding Agreement, or any PSA. County shall not be responsible for any amount of funding in excess of the Project not-to-exceed amount as shown in the PSA.

Unless otherwise specified in the PSA, City/Town shall bear fifty percent (50%) of the total Direct Project and Program Costs. In addition, City/Town agrees to fund all other City cost as provided herein, including, but not limited to, Amenities, relocation or adjustment of City/Town Utilities, Utility Betterments, Indirect Cost, Direct Project and Program Cost not supported by detailed hourly accounting system and other items as specified in this Master Agreement, any Funding Agreement, or any PSA.

B. Unless otherwise stated in a PSA, the milestones for each Project shall be (1) preliminary and primary design, (2) ROW acquisition and utility relocation or adjustment, and (3) construction. Thc Lead Agency shall prepare an estimated cost for each milestone. Upon approval of the cost by the other party, each party shall fund its share of the respective milestones by placing that amount of money in an escrow account or otherwise encumber the funds to insure that the Lead Agency will have sufficient funding available from current revenue for the timely payment of Project milestone costs. The Lead Agency may bill the other party for periodic payments for the actual amount of work completed toward the completion of the milestone. Upon completion of the milestone, the nonmanagement party will be furnished a notice that such work has been completed and the amount of funding that may be utilized to pay subsequent milestone Project costs. Notwithstanding any other term or condition contained herein or in any PSA, neither party will be required to award any contract uutil written certification has been received that funding has been placed in escrow or encumbered for the payment of the non-awarding party's portion of the Project cost.

C. In the event that the cost of the Project shall exceed the not-to-exceed amount, City/Town and County agree to either reduce the scope of construction or seek additional funding to complete the

MASTER AGREEMENT- 02/07/11 13

Project at the agreed upon cost share percentages. At the termination of the Project, the Lead Agency will do a final cost accounting of the Project. In the event that the amount paid by either party exceeds its portion of the actual cost, the difference will be remitted to such party. In the event that additional funds are due, the Lead Agency will bill the other party who agrees to pay such funds within thilty (30) days of receipt of such billing (provided the payment of such funds is not in dispute).

D. If City/Town elects to manage a Project, County will reimburse City/Town based on invoices for actual costs expended as supported by documentation approved by County Auditor. Any and all supporting documentation required by County Auditor shall be included witb an invoice from City/Town.

E. Upon execution of a PSA, City/Town shall escrow an amount adequate for initial Project costs which County may use to pay for initial professional services required for scoping, preliminary, and primary design.

F. CitylTown and County shall enter into a Funding Agreement and/or PSA to establish commitments as required for each Project. Suggested timeframes for Funding Agreements, PSAs and/or any amendments are:

a. As soon as a Project is accepted by Commissioners Court and as a result of the kick off partnering meeting, a Funding Agreement to establish Lead Agency for preliminary engineering and general funding responsibilities and procedures for reimbursement by Participating Agency; or

b. When the preliminary engineering plans are at 60% complete; or

c. After construction bids are opened amend the PSA as needed.

ARTICLE XIII. NO THIRD-PARTY BENEFICIARY ENFORCEMENT.

It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement and all right of action relating to such enforcement shall be strictly reserved to City/Town and County and nothing contained in this Agreement shall give or allow any claim or right of action whatsoever by any other person. This Master Agreement and of its telms and provisions are solely for the benefit of the parties hereto and are not intended to, and do not, create or grant any rights, contractual or otherwise, to any third person or entity. It is the express intention of City/Town and the County that any entity other than City/Town or the County receiving services or benefits under this Master Agreement shall be deemed an incidental beneficiary only. This Agreement is intended only to set forth the contractual right and responsibilities of the parties hereto.

ARTICLE XIV. RIGHT OF ENTRY

The City/Town agrees that County shall have the right to enter upon the Project area for the time period necessary for the completion of the Project. Subject to the City/Town's determination that City/Town police or other City/Town personnel are available and provided the City/Town does not have to pay overtime to any such police or other City/Town personnel (w1less the City/Town elects to do so), City/Town agrees to furnish such police or other City/Town personnel as requested by County for traffic control or other public safety matters at no cost to the Project or County.


ARTICLE XV. LIST OF PROJECTS

City/Town agrees that it has been furnished with a list of the potential Projects as approved by the Dallas County Commissioners Courts, subject to the agreement between the parties of a PSA. City/Town stipulates and agrees that the Commissioners Court Order approving the Projects identifies the potential Project location and describes the type of Project in sufficient detail, and that the City/Town is fully aware of the location and type of Projects being considered.

ARTICLE XVI. ORPHAN ROAD POLICY;

The County encourages all cities adjacent to Orphan Roads in the County to develop, commit to and submit a plan to the County for completing the annexation of the Orphan Road segments and assuming full responsibility for these roadways. In instances where two cities abut the same Orphan Road segment, the County encourages the two cities to jointly develop a plan of the annexation of that segment. The County offers its assistance to the cities in developing such plans.

A. The County, at the discretion of the Commissioners Court, may give additional selection value to Projects in cities that have submitted a specific plan for the annexation of Orphan Roads when the County selects, approves and schedules Projects for funding in the County's major MCIP. Such preference may also be given in approving Projects for road and bridge district participation (Type "B" work).

B. The County, at the discretion of the Commissioners Court, may also refuse to participate in discretionary Projects, such as road and bridge district Projects or MCIP Projects, in a City/Town that elects not to pursue the annexation of Orphm1 Road segments that abut its boundaries. Failure to notify the County of the City's/Town's intent to annex and/or failure to submit a plan for annexation in a timely manner shall be construed by the County as the City's/Town's election not to pursue annexation.

C. The County, at the discretion of the Commissioners Court, may select specific Orphan Road segments for improvement when a City commits to mmexation of the segment upon completion of the Proj ect. However, the specific plan for annexation of Orphan Roads submitted by the City/Town will not be limited to annexation upon completion of improvements by the County. The County improvements may be made as road and bridge Projects or as MCIP Projects (subject to other MCIP criteria including regional thoroughfare plan designation and City/Town cost pmiicipation).

D. This policy application is prospective and Projects selected by the County and approved by the Commissioners Court prior to the date of the adoption of this policy shall not be impacted by this policy.

E. The County shall provide written notification of the adoption of; and future revisions of, this policy to the cities abutting orphan road segments.

F. The provisions of this Article XVI shall survive the termination of this Master Agreement.

ARTICLE XVII. SUBDIVISION REGULATIONS IN THE EXTRA TERRITORIAL JURISDICTION

County and City/Town agree that City/Town is the office that is authorized to: (I) accept plat applications for tracts of land located in the extraterritorial jurisdiction; (2) collect all applicable plat application fees; (3) provide applicants one response indicating approval or denial of the plat

MASTER AGREEMENT- 02/07/11 15

application; and (4) establishes a single set of consolidated and consistent regulations related to plats, subdivision construction plans, and subdivisions of land. The provisions of this Article XVII shall survive the termination of this Master Agreement.

ARTICLE XVIII. MISCELLANEOUS GENERAL PROVISIONS

A. Applicable Law. This Agreement and all matters pertinent thereto shall be construed under, governed by, and enforced in accordance with the laws of the State of Texas and exclusive venue shall be in Dallas County, Texas. Notwithstanding anything herein to the contrary, this Agreement is expressly made snbject to County's and City/Town's sovereign immunity, Title 5 of Texas Civil Practice and Remedies Code, and all applicable State of Texas and Federal laws.

B. Entire Agreement. This Agreement, constitutes the entire agreement between the parties hereto and may not be moditled except by an instrument in writing executed by the parties hereto as herein provided.

C. Sevembility. If any provision of this Agreement shall be held invalid, void or unenforceable, the remaining provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect.

D. Default/Waiver/Mitigatiou. It is not a waiver of default if the non-defaulting party fails to declare immediately a default or delays in taking any action. Pursuit of any remedies set forth in this Agreement does not preclude pursuit of other remedies in this Agreement or provided by law.

E. Federal or State of Texas Funding. In the event that any Project work or part thereof is funded by State of Texas or U. S. Government funding and any statute, rule, regulation, grant, contract provision or other State of Texas or U. S. Government law, rule, regulation or other provision imposes additional or greater requirement(s) than stated herein, City/Town agrees to timely comply therewith without additional cost or expense to County.

F. Headings. The titles which are used following the number of each paragraph are only for convenience in locating various provisions of this Agreement and shall not be deemed to affect the interpretation or construction of such provision.

G. Number and Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender; and words in the singular shall include the plural and vice versa, unless the text clearly requires otherwise.

H. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

I. Notice. Any notice provided for in this Agreement to be given by either party to the other, shall be required to be in writing and shall be deemed given when personally delivered, or three (3) business days after being deposited in the United States Mail, postage prepaid, certified, returned receipt requested, or registered addressed as follows:

To County: County of Dallas Director of Public Works Dallas County Administration Building 411 Elm Street, Fourth Floor Dallas, Texas 75202-3389

MASTER AGREEMENT- 02107111 16

To City/Town:Town of Addison, Texas Director of Public Works PO Box 9010 Addison, Texas 75001-9010

Either party may change its address for notice by giving the other party notice thereof.

J. No Assignment. Neither party hereto shall, nor has the authority to, assign, transfer, or otherwise convey, in whole or in part, this Master Agreement or any portion hereof, without the prior written consent of the other party.

K. Authorized Persons. County and City/Town represent one to the other that, as to the undersigned officers and/or agents signing this Master Agreement on their behalf, the said officers and/or agents are the properly anthorized persons for them and have the necessary authority to execute this Agreement on their behalf.

The City/Town of Addison, State of Texas, has executed the Agreement pursuant to duly authorized City/Town Council Resolution ~~_.~_, Minutes Dated the __ day of , 20 __

The County of Dallas, State of Texas, has executed this agreement pursuant to Commissioners Court Order Number 2012-1932 and passed on the 13tltiay of NJvrnter , 20~ ___ ..

TOWN OF ADDISON

DATE

ATTEST __ ~~_ CITY SECRETARY

COUNTY OF DALLAS / \ !

Clay J"e . .s',lenkins, County Judge

G{/ DA TE_l'bvEmlEf ___ '_13-,,_20_12 __ .

APPROVED AS TO FORM:

Craig Watkins District orne: G 'By: . I (Lt"-0..""""""'" Sherri :rurner Assi stant District Attorney

"By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its clients. It may 110t advise or approve a contract or legal document on behalf of other parties. Our review of this document was conducted solely from the legal perspective of our client Our approval of this document was offered solely for the benefit of our client. Other parties shou!d not re!y on this approval, and should seek review and approval by their own respective attorney(s).


COURT ORDER

ORDER NO, _2_U_"_1 __ 1_f'_tl_3 3 DATE: November 13,2012

STATE OF TEXAS §

COUNTY OF DALLAS, §

BE IT REMEMBERED, at a regular meeting of the Commissioners Court of Dallas County, Texas,

held on the _---'1"'3_th___ day of _-,N",-o""v,-,e""m,,,b,,-,e~r ____ ~, 2012 on motion made by

_D_r_, _E_,l_b_a_G_a_r_c_i_a.:.., _C_o_rrnn_i_s_sl_' o_TI_e_r_o_f_D_i_s_t_r_i_ct_N_o_,_4 ______ , and seconded by

_Ma_' _u_r_i_TI_e_D_l_' c_k_e_y_, _C_o_n_1ffi_i_s_s_io_n_e_r_o_f_D_l_' s_t_r_i_c_t_N_'o_,_l __ , the following order was adopted:

WHEREAS, this matter was briefed to the Commissioners Court on January 12, 1993, Court No. 93-130, wherein the Commissioners Court agreed to use this fonn Court Order to provide the City of Dallas consent to sell specific tax properties to the highest bidder via public sealed bids; and

WHEREAS, several parcels ofland were offered for sale by the Sheriff of Dallas County at public auction pursuant to a judgment of the District Court of Dallas County, Texas, for foreclosure of the tax liens securing payment of delinquent property taxes, accrued penalty, interest, and court costs; and

WHEREAS, those parcels ofland which did not receive a sufficient bid as set by law were struck off to the City of Dallas, Dallas County, and/or Dallas Independent School District, pursuant to Section 34.01 (c), Tax Code; and

WHEREAS, pursuant to Dallas County Commissioners Court Order No. 91-1386, dated August 20,1991, Dallas County authorized the City of Dallas to act as Trustee for Dallas County in having struck off to the City, parcels of land which do not receive a sufficient bid as set by law and to execute a quitclaim deed for such parcels ofland conveying for the purchaser the right, title, and interest acquired or held by Dallas County as a party to the judgment foreclosing tax liens on the parcels ofland; and

WHEREAS, Commissioners Court Order No. 98-2411 dated December 15, 1998, amended Commissioners Court Order Nos. 91-1386 and 93-130 to specifically delete blanket authority to resell tax foreclosure property under Section 34.015 (Alternate Manner of Sale), redesignated as Section 253.010 of the Local Government Code; and

J/

WHEREAS, Dallas County and the taxing units involved desire to resell said parcels ofland in an expeditious manner pursuant to Section 34.05, Property Tax Code, specifically excluding a resale under Section 253.010 of the Local Government Code; and

WHEREAS, this request is consistent with Vision 5 (Dallas County is the destination of choice for residents and businesses) of the County's Strategic Plan in authorizing the sale of tax foreclosure properties to interested purchasers thereby returning the parcel( s) to the tax rolls increasing tax revenue for Dallas County.

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Commissioners Court of

Dallas County, Texas, that the City of Dallas as Trustee for Dallas County, in its own behalf, and on

behalf of the Dallas County Community College District, the Parkland Hospital District, and the

Dallas County School Equalization Fund is hereby authorized to solicit from the public sealed bids on

any or all of the said parcels ofland (attached as Exhibit" A" hereto and made a part hereof) and does

hereby consent to the sale of said parcels ofland to the highest bidder even if the bid tendered is less

than the market value of the land specified in the judgment offoreclosure or the total amount ofthe

judgment offoreclosure or the total amount ofthe judgments against the property.

DONE IN OPEN COURT this the 13th ."-'-"-7""''''''''-~ 20 12 .

Dr. Elba Garcia, District 4

RECOMMENDED BY:

~ Al rta Blair, P.E. Director Public Works

~"dlclSc#J/ CDlcdrivelpamRev 703 docco.sherifsale

Attaclunent

EXHIBIT A TAX FORECLOSED PROPERTIES

STRUCK OFF TO 1HE CITY OF IlALLAS ISO AND DAllAS COUNTY IFROM THE SHERIFPS SALE AUGUST 7, 2012)

[SiREETNYMlOIRECTIOii! STREETNAME j-i'AXAccr-TMAPsCoITcia< \ OVERBLOCK\LOT \ nisT \ZONING!STRUCKOFF AMT \PARC£LSIZE }VAC_IMP\ CAUSE NO \

2624

1722

2907

3602

6520

1625

3429

4714

1626

2703

719

2552

2510

2740

4612

2827

3131

3649

3503

3172

2901

2822

S

51ST

AlASKA

BRIGHAM

DUNBAR

HAM

FITZHUGH

FORNEY

FRANK

GRINNEll

HllLGlENN

JONEllE

KATHLEEN

KIRKLEY

KOOl

LUZON

00000448738000000 66-A

00000281770000000 55-N

00000219298000000 56-0

00000189133000000 46~U

00626100000010100 57-V

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00000159484000000 56~Z

METROPOLITAN 00000190012000000 46 ~r

MOJAVE 00000755806000000 66 -w

MOONSTONE 00000637084000000 66 -Q

NAVARO

PALO ALTO

PARNEll

REMOND

00000676960000000 44 ~J

00000756052000000 66 ~X

00000141688000000 4S~Z

00000527989000000 43~U

5846

3628

2496

1960

6261

1446

2642

2435

4320

7311

6256

5855

6887

6881

7647

1969

7614

6866

7118

7614

1135

6163

0045 17-8

0006 013

0003 013

0001 28

0000 A 119.95)(200 Foot Tract of Cripple Creek

OOOA 023

05 R~7.S(Al 33490

04 R-7.5(A) 10730

07 PD 595 2000

07 PO 595 12491

05 R~7.5(A) 15000

07 MF-2{A} 12000

0000 A 59)(186 Foot Tract of Sunrise Heights Annex 07 CS 5553

OODE 36 FEET OF LOT 4

0024 The W. 40H. oflt 12 & the E, 10Ft. oflt 13

DOoe 044

aOOl 032

0015 018

0012 007

OOOE 001

OOOE 003

OOOC 007

0020 The SW Part of lot 6

0006 036

0011 020

0024 06S

0008 010

DOOA 1

07 PO 595 4378

04 R-7.5IAI 9133

07 R-7.5(A) 48033

05 R-7.5{A} 15000

04 R-S{A) 13532

08 R·7.S(AI 18022

08 R-7.SIAI 8000

04 R-5(A) 19740

07 PD 595 17597

08 R-7.5(A) 41610

08 R-7.sIAI 22771

03 R'5(AI 7730

08 R-7.sIA) 22797

07 PO 595 7650

03 MF-2IA) 8085

0,2975

0.1721

0.1767

0,1262

0.6244

0.2008

0.1164

0.0991

0.2215

0.1951

0.1308

0,157

0.1552

0.1446

0.163

0.1308

0.4421

0.1721

0.1147

Q.4049

0.1756

0.1859

Amount in SheriFs Dee<lin the lesser cltlle judgment amount which includes interest, penallies, code liens and civil penalfies. or the assesed value In lhe judgment All sizes are approximate,

v

v

v

v

v

v

v

v

v

v

V

10~31593

10-31697

1().31694

10-31511

10--31609

08~S0013

10-31621

09-31517

10-31704

05-30623

10-31483

10-31859

08-30246

10-31487

10-31574

10-31744

10-31632

10-31526

10~31603

10-31133

91~31744

10·31786

EXHIBJT A TAX FORECLOSED PROPERTIES

STRUCK OFF TO THE CITY OF DAlLAS ISO AND DALLAS COUNTY (FROM THE SHERiFF'S SALE AUGUST?, 2012)

STREETNUM DIRECTION STREETNAME TAXACCT MAPSCO BLOCK OVERBlOCK LOT CAUSE NO 730 RIDGE 00000264997000000 55~F 3365 OOOE lots8&9 20130 09~50057

2406 STARKS 00000221431000000 56-C 2539 0002 0005 07 PO 595 11000 0.0574 V 10-31469

4903 STROBEL 00000318586000000 6S~K 4351 0010 1-1 04 R-7.5{A} 27634 0.2133 10-30100

4907 STROBel 00000318859000000 65 -K 4351 0010 1-2 04 R-7.5{AI 6817 0.2298 V 10-30100

118 5 TATUM 00834200230180000 52 -F 8342 0023 018 06 R-7.5{A) 10736 0.2008 V 11-30193

118 5 TATUM 00834200230170000 S2-F 8342 0023 017 06 R-7.5(A) 10736 0.2008 V 11~30193

1835 TORONTO 00000678355000000 44->1 7122 000) 009 03 R-S(A) 4607 0.1285 V 11-30204

Amount in Sheriff's Deed in the Jesser of the judgment amount, which includes inlerest penalties, Code liens and civil penalties, or ihe assesed value 'n the judgment. AU SIZP.s are approximate.

COURT ORDER

ORDER NO.

DATE: November 13~ 2012

STATE OF TEXAS

COUNTY OF DALLAS

BE IT REMEMBEREDl at a regular meeting of the Commissioners Court of Dallas County, Texas, held on

the _____ 1,,3'-______ day of ____ ~N=ov"e'"·m!!b"'e'"r_. _______ , 2012, on motion made by

Dr. Elba Garcia, Conunissioner of District.~ ... __________ . and seconded by

Maurine Dickey, Conunissioner of District #1 _______ , the following order was adopted.

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

WHEREAS,

Texas Department of Transportation (TxDOT) and Metropolitan Planning Organizations (MPOs) such as NCTCOG arc facilitating selection of projects for the federally funded Transportation Enhancement (TE) program offering opportunities to expand transportation choices related to the surface transportation system; and

the RTe approved Mobility 2035 transportation plan includes the NCTCOG Regional Veloweb a network of off-street facilities for bicycle and pedestrian traffic that will be a key criteria for evaluation ofTE projects; and

the three TE project nominations to be submitted are from current MCIP projects, two hridges that will provide safe crossing over connectivity barriers (US 75 and White Rock Creek) for the Northaven Trail and a new pathway - Phase IV of the East Dallas Veloway (SoPac Trail), that are both 011 the NCTCOG Regional Veloweb and the City of Dallas Trail Network Plan; and

Dallas County supports funding these projects as shown in the TE nomination budgets (including up to a 50% local match from existing MCrp funding commitments on both Northaven Trail and Phase IV ofVeloway/SoPac Trail); and

Dallas County commits Io coordinating with TxDOT and the City of Dallas on the project's development, implementation, construction, maintenance, management, and financing; and

Dallas County is willing and able by Court Order to enter into necessary agreements with TxDOT and the City of Dallas should the project receive TE funding; and

Court Order 20J 1-1287 executed the MCIP Master Agreement with the City of Dallas which assigns maintenance of completed MCIP projects to the City of Dallas; and

these projects promote aspects of all five Vision Statements of the Dallas County Strategic Plan, including interagency partnership, promoting both health and safety, addressing critical regional issues such as air quality, and being a destination of choice for residents and businesses; and

Dallas County currently has existing MCIP funding commitments from both District ] and District 2 to match up to the maximum requested amounts of Transportation Enhancement construction funding of $3,000,000 for the US Bridge and $3,000,000 for Phase IV of the East Dallas Veloway/SoPac Trail; and

the submittal deadline for all project nomination packages to the local Texas Department of Transportation (TxDOT) District Office is Friday, November 16, 20]2 with selection to occur in late Spring 2013; and

it is recommended that Dallas County submit applications for Transportation Enhancement funding to help facilitate completion of the Northaven Multimodal Connection and the SoPac Trail..

IT IS THEREFORE ORDERED, ADJUDGED AND DECREED by the Dallas County Commissioners Court that Dallas County is committed to the project nominations of two Northaven Multimodal Connection bridges and the SoPae Trail; and ifseleeted Transportation Enhancement funding for these projects will be secured by future agreements with TxDOT and the City of Dallas.

Maurine Dickey, Dis

Recommended f ·pproval:

,//

~-.~~~~ Albert~ rreetor ol'Public Works