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MEMORANDUM OF UNDERSTANDING BLACKLANDS TRANSPORTATION CORRIDOR This memorandum of understanding (‘MOU’) is entered into between the Texas Department of Transportation (‘TxDOT’), a public agency of the State of Texas, as authorized by the Texas Transportation Commission (“Commission”), and the Texas Turnpike Corporation Corporation’), a private toll road corporation that was organized on May 30, 1991, under the authority of former Chapter 11, Title 32, Revised Statutes (collectively, the “Partics”), regarding the proposed construction of a privately owned turnpike project in the Blacklands ‘Transportation Corridor that will connect ta the state highway system. RECITALS A. Article 1454, Chapter 11, Title 82, Revised Statutes, authorized a toll road corporation organized under that chapter to construct, build, acquire, own, operate, and maintain toll roads between any points within this State. B. Act of May 27, 1991, 72nd Legislature, Regular Session, Chapter 766, Section 28(1), repealed Chapter 11, Title 32, Revised Statutes, but Section 30 of that same Act authorized a toll road corporation organized before June 1, 1991, to (1) continue to exist as a corporation, and (2) have the same rights and powers that it had immediately before the repeal. C. The Corporation was organized on May 30, 1991, and thus has all rights and powers granted under former Chapter 11, Title 82, Revised Statutes. D. Through its “Mobility 2035: The Metropolitan Transportation Plan for North Central ‘Texas — 2013 Update” (“MTP”), the Regional Transportation Council ("RTC") of the North Central Texas Council of Governments (‘NCTCOG"), which is the Metropolitan Planning Organization for North Central Texas, (1) identified the Blacklands Transportation Corridor as the corridor along or near the Northeast Texas Rural Rail Transportation District (“NETEX") right-of way, and (2) identified the potential need for additional capacity in the corridor and to further evaluate transportation options, E, Ifa need for a limited access highway within the Blacklands Transportation Corridor is identified, the proposed project could be staged or phased to maximize mobility and funding opportunities. An example of phasing could be comprised of Phase 1, extending from U.S. 69 in Greenville, Texas, west to S.H. 78 in Lavon, Texas, a length of approximately nineteen (19) miles, and Phase Il, extending from Lavon to the President Goorge Bush Turnpike, a length of approximately eleven (11) miles (the “Project"). In addition, a potential Phase III could extend the project westward from the President George Bush Turnpike towards the Dallas central business district, F. Subchapter C, Chapter 862, of the Texas Transportation Code (the “Code") requires a private entity to obtain Commission approval before constructing a privately owned turnpike or toll project that connects to a road, bridge, or highway in the state highway system. Before obtaining Commission approval, the private entity must comply with certain requirements mandated by Title 43, Texas Administrative Code, Chapter 27, Subchapter C. ‘Texas Department of Transportation Blacklands Transportation Corridor Memorandum of Understanding By NOW, THEREFORE, in consideration of the foregoing premises, the Parties acknowledge and agree as follows: Article L Time Period Covered. ‘This MOU is effective as of January (5, 2014, and will be in effect until () TxDOT and the Corporation execute an agreement for the construction, operation, and maintenance af the Project and for the Project's connection with the state highway aystem, and (ji) the Commission grants formal approval of the Corporation's application to construct the Project and connect to the state highway eystem, or until the Project is terminated as provided below. Article II. Terms of MOU A. ‘This MOU establishes a process for the development of the Project. TxDOT acknowledges that the Corporation has the authority to construct, build, acquire, own, operate, and maintain a project under former Chapter 11, Title 82, Revised Statutes, subject to compliance with the applicable requirements of Subchapter C, Chapter 362 of the Code and Title 43, Texas Administrative Code, §§27.30-27.37. B. The Corporation acknowledges that it must (1) obtain the Commission's approval under Section 362.102 of the Code before constructing the Project: (2) conduct studies concerning the feasibility, route or alignment, and environmental effect of the Project before requesting Commission approval under Section 362.102; and (8) otherwise comply with all requirements in Subchapter C, Chapter 862, of the Code, and Title 43, Texas Administrative Code, §§27.30° 27.37, in completing the Project. ©. The Corporation shall request that TxDOT make a determination of the respective roles and responsibilities of the Parties under TxDOT's environmental review and public involvement rules in Title 43, Texas Administrative Code, Chapter 2. TxDOT will provide the Corporation with written directives as to which party will perform the duties described in 43 TAC §27.32(@), and the Corporation shall comply with those directives. D. TxDOT agrees to support the Corporation in its efforts to perform activities required to be completed before applying for or obtaining approval from the Commission under the applicable provisions by reviewing and commenting on the preliminary Project studies and other documentation prepared by the Corporation pursuant to 43 TAC §27.32, prior to submission of such studies and additional analyses required by 43 TAC §27.33 to TxDOT with the application for approval of the Project. TxDOT will provide the Corporation with written directives as to the preparation and submission of those studies and other documentation, and the Corporation shall comply with those directives, E, This MOU does not serve as approval from TxDOT or the Commission for the Corporation to construct the Project. ‘Texas Department of Transportation Blacklands Transportation Corridor Memorandum of Understanding Article IL Notices All notices to either party by the other shall be addressed to the other party at the following addresses: ‘Texas Turnpike Corporation= Texas Department of Transportation? Attn: John N. Crew Attn: Mark Marek, P.E., Director, Design 8811 Turtle Creek Blvd., Suite 1800 Division Dallas, TX 75219 125 E. 11% Street Austin, TX 78701 Either party may change the above address by sending written notice of the change to the other party. Article IV. Legal Construction In case one or more of the provisions in this MOU are for any reason held invalid, illegal, or unenforceable in any respect, that invalidity, illegality or unenforceability shall not affect any other provisions, and this MOU shall be construed as if it did not contain the invalid, illegal, or unenforceable provision. Article V. Responsibilities of the Parties TXDOT and the Corporation agree that neither party is an agent, servant, or employee of the other party. Each party agrees it is responsible for its individual acts and deeds, as well as the acts and deeds of its contractors, employees, representatives, and agents. Article VI. Sole Agreement, This MOU constitutes the only understanding between the Parties and supersedes any prior understandings or written or oral agreements respecting the MOU’s subject matter. ‘TEXAS DEPARTMENT OF TRANSPORTATION By: James Bass, Interim Executive Director Date: Shauey 28, 22/4 TEXAS °IKE CORPORATION By: E ae L5, lo ‘Texas Department of Transportation Blacdands Transportation Corridor Memorandum of Understanding