Ordinance No. 5,697901108 -13
ORDINANCE N0. 5697
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN
INTERGOVERNMENTAL AGREEMENT WITH THE HOUSTON -GALVESTON
AREA COUNCIL FOR THE PERFORMANCE OF TRANSPORTATION
RELATED PLANNING; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Council of the City of Baytown,
Texas, hereby authorizes and directs the Mayor and City Clerk of
the City of Baytown to execute and attest to an Intergovernmental
Agreement with the Houston - Galveston Area Council for the
performance of transportation related planning. A copy of said
agreement is attached hereto, marked Exhibit "A," and made a part
hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the
City Council of the City of Baytown, this the 8th day of
November, 1990.
ATTEST:
EIL EN P. HALL, City Clerk
�RkNDALL B. STRONG, Cit ttorney
C :1:57 :2
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ETT 0. HUTTO, Mayor
i
HOUSTON- GALYESTON AREA COUNCIL
GENERAL CONTRACT PROVISIONS
INTERGOVERNMENTAL AGREEMENT
This contract and agreement is made and entered into this �jst day of October ,
19go by and between the Houston - Galveston Area Council, hereinafter re erred
to as H -GAC, having its principal place of business at 3555 Timmons Lane, Suite
500, Houston, Texas 77027 and the City of Baytown ,
Consultant, Contractor or Vendor, hereinafter reterred to as on ac or aving
its principal place of business at 2401 Market, Baytown, Texas
77522 —'
W ITN ESS ETH:
WHEREAS, H -GAC has entered into an agreement with the City of Baytown
on October 1, 1990 , an
WHEREAS, H -GAC hereby engages the Contractor to perform certain services as
hereinafter specified in accordance with the specifications of the Agreement,
and
NOV, THEREFORE, H -GAC and the Contractor do hereby agree as follows:
ARTICLE l LEGAL AUTHORITY
The Contractor warrants and assures H -GAC that it possesses adequate legal
authority to enter into this Agreement. The contractor's governing body where
applicable has authorized the signatory official (s) to enter into this Agree-
ment and bind the Contractor to the terms of this Agreement and any subsequent
amendments hereto.
ARTICLE 2 APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in
accordance with all applicable rules, regulations, directives, issuances and
ordinances and laws in effect or promulgated during the term of this Agreement.
ARTICLE 3 INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by
this Agreement, does not change the independent status of H -GAC or the
3/21/90 - -361 F
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EXHIBIT
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Contractor. No provision of this Agreement or act of H-GAC in performance of
the Agreement shall be construed as making the Contractor the agent, servant or
employee of H -GAC, the State of Texas, or the Federal government. Employees
of the Contractor are subject to the exclusive control and supervision of the
Contractor. Contractor is solely responsible for employee payrolls and claims
arising therefrom. Contractor shall notify H -GAC of the threat of lawsuit or
of any actual suit filed against the Contractor.
ARTICLE 4 WHOLE AGR EEM ENT
The General Provisions, Special Provisions and Attachments, as provided herein,
constitute the complete agreement between the parties hereto, supersedes any
and all oral and written agreements between the parties relating to matters
herein. Except as otherwise provided herein, this Agreement cannot be modified
without written consent of the parties.
ARTICLE 5 SCOPE OF SERVICES
The services to be performed by the Contractor are herewith outlined in the
Special Provisions and Change Orders which are hereby incorporated into and
made a part of this Agreement as if set out word -for -word herein.
ARTICLE 6 REPORTING REQUIREMENTS
Reporting Requirements are set forth in the Special Provisions of this Agree-
ment. If Contractor fails to submit to H -GAC in a timely and satisfactory
manner any report required by this contract, or otherwise fails to satis-
factorily render performances hereunder, H -GAC may withhold payments otherwise
due and owing Contractor hereunder. If H -GAC withholds such payments, it shall
notify Contractor of its decision and the reasons therefore. Payments withheld
pursuant to this paragraph may be held by H -GAC until such time as the
delinquent obligations for which funds are withheld are fulfilled by
Contractor. Contractor's failure to submit timely any report may also be
considered cause for termination of this Agreement.
ARTICLE 7 PAYMENTS AND REPAYMENTS
The Contractor agrees that payments are predicated upon properly documented and
verified proof of performance delivered and costs incurred by the Contractor
in accordance with the terms of this Agreement and shall be paid in accordance
with the Compensation Schedule in the Special Provisions.
3/27/90--361F
2
ARTICLE 8 NON FUNDING CLAUSE
Each payment obligation of H -GAC created by this Agreement is conditioned upon
• the availability of State or Federal funds appropriated or allocated for the
payment of such obligations. H -GAC shall not be otherwise obligated or liable
for any future payments due or for any damages as a result of interruption of
payment or termination under this section.
ARTICLE 9 INSURANCE
Contractor shall maintain insurance coverage for work performed or services
rendered under this contract as specified in the Special Provisions.
ARTICLE 10 LIMITATION ON LIABILITY
Contractor understands and agrees that it shall be liable to repay and shall
repay upon demand to H -GAC any amounts determined by H -GAC, its independent
auditors, or any agency of State or Federal government to have been paid in
violation of the terms of this Agreement.
ARTICLE 11 SUBCONTRACTS
The Contractor agrees not to subcontract, assign, transfer, convey, sublet or
otherwise dispose of this Agreement or any right, title, obligation or interest
it may have therein to any third party except in accordance with the provisions
as set forth in the Special Provisions or without written prior notification
of such intent to H -GAC which includes full disclosure of particulars and
special assurances that such third party shall comply with the terms and condi-
tions of this Agreement.
Contractor, in subcontracting any of the performances hereunder, expressly
understands that in entering such subcontracts, H -GAC is in no way liable to
Contractor's subcontractor(s).
Contractor shall ensure that the performance rendered under all subcontracts
shall result in compliance with all the terms and provisions of this contract
as if the performance rendered were rendered by Contractor.
ARTICLE 12 AUDIT
As a recipient of state or federal assistance through an H -GAC subcontract,
the Contractor is subject to the Single Audit Act of 1984, P.L. 98 -502,
(hereinafter referred to as "Audit Act ") and OMB Circular No. A -128, Audit
Requirements for State and Local Governments, Fed. Reg. 19114 (May 6, 1985T.—
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•
For purposes of this Section, "State or Federal financial assistance" means
assistance provided by a State or Federal agency in the form of grants,
contracts, cooperative agreements, loans, loan guarantees, property, interest
subsidies, insurance, or direct appropriations, but does not include direct
Federal cash assistance to individuals. It includes awards received directly
from Federal agencies, or indirectly, through other units of State and local
governments.
Contractor shall have an audit made in accordance with the Audit Act and OMB
Circular A -128 for any of it's fiscal years in which Contractor receives more
than $100,000 in Federal financial assistance. Contractors receiving more
than $25,000 but less than $100,000 in Federal assistance have the option of
having a Single Audit or separate program audits as required by the applicable
Federal Statutes and regulations. The Contractor shall have an audit made in
accordance with the Federal laws and regulations governing the program, for
any fiscal year in which Contractor receives less than $25,000 in Federal
financial assistance.
The Contractor shall furnish H -GAC with a copy of the annual audit report.
Per the AICPA's Statement of Position, number 89 -6, dated August 11, 1989, the
following audit reports and schedules shall be provided:
• INDEPENDENT AUDTIOR' S REPORT on the examination of the General Purpose
Financial Statement
• Report on Supplementary Information - Schedule of Federal Financial Assis
tance
• Schedule of Federal Financial Assistance, Financial assistance
programs shall be referenced in accordance with the Catalogue of
Federal Domestic Assistance, LC 73- 600118.
Compliance Report Based on an Audit of General Purpose or Basic
• Financial Statements Performed in Accordance with Government Auditor's
Standard.
• Single Audit Opinion on Compliance with Specific Requirements
Applicable to Major Federal Financial Assistance Programs
• Single Audit Report on Compliance with the General Requirements
Applicable to Major Federal Financial Assistance Programs
• Single Audit Report on Compliance with Requirements Applicable to
Nonmajor Federal Financial Assistance Program Transactions
• Report on the Internal Control Structure in Accordance with Government
Auditing Standards
• Report on Internal Control (Accounting and Administrative) - Based on a
Study and Evaluation Made as a Part of an Audit of the General Purpose
or Basic Financial Statements and the additional Tests Required by the
Single Audit Act
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Schedule of Findings and Questioned Costs
• Report to Management
• Unless otherwise specifically authorized by
Contractor shall submit the report of such audit
124 days after the end of the audit period.
Section are subject to review and resolution by
representative.
the H -GAC in writing, the
to the H -GAC no later than
Audits performed under this
the H -GAC or its authorized
H -GAC reserves the right to conduct or cause to be conducted an independent
audit of all funds received under this contract which may be performed by the
local government audit staff, a certified public accountant firm, or other
auditors as designated by the H -GAC. Such audit will be conducted in
accordance with applicable professional standards and practices.
Contractor understands and agrees that the Contractor shall be liable to the
H -GAC for any costs disallowed as a result of audit.
ARTICLE 13 EXAMINATION OF RECORDS
Contractor shall maintain during the course of the work complete and accurate
records of all of Contractor's costs and documentation of items which are
chargeable to H -GAC under this Agreement. H -GAC shall have the right at any
reasonable time to inspect, copy and audit those records on or off the premises
by authorized representatives of its own or any public accounting firm selected
by it. Failure to provide access to records may be cause for termination of
the contract. The records to be thus maintained and retained by Contractor
shall include (without limitation): (1) personnel and payroll records, includ-
ing social security numbers and labor classifications, accounting for total
time distribution of Contractor's employees working full or part time on the
work, as well as cancelled payroll checks or signed receipts for payroll
payments in cash; (2) invoices for purchases, receiving and issuing documents, .
and all other unit inventory records for Contractor's stocks or capital items;
and (3) paid invoices and cancelled checks for materials purchased and for
subcontractor's and any other third parties' charges.
The Contractor further agrees to include in all its subcontracts permissible
pursuant to Article 11 hereof, a provision to the effect that the
subcontractor agrees that H -GAC, duly authorized representatives, shall, until
the expiration of three (3) years after final payment under the subcontract or
until all audit findings have been resolved, have access to and the right to
examine any directly pertinent books, documents, papers, invoices and records
to such subcontractor involving transactions relating to the subcontract.
ARTICLE 14 RETENTION OF RECORDS
The Contractor shall maintain all records pertinent to this agreement, includ-
ing but not limited to those records enumerated in Article 13, and all other
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financial, statistical, property, participant records, and supporting
documentation for a period of no less than three (3) calendar years from the
date of acceptance of the final contract closeout and until any outstanding
litigation, audit or claim has been resolved.
ARTICLE 15 CHANGES AND AMENDMENTS
Any alterations, additions, or deletions to the 'terms of this contract which
are required by changes in Federal law or regulations are automatically incor-
porated into this Agreement without written amendment hereto, and shall become
effective on the date designated by such law or regulation, provided if the
contractor may not legally comply with such change, contractor may terminate
its participation herein as authorized by Article 16.
H -GAC may, from time to time, require changes in the scope of the services of
the Contractor to be performed hereunder. Such changes that are mutually
agreed upon by and between H -GAC and the Contractor in writing shall be
incorporated into this Agreement.
ARTICLE 16 TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated under the
following circumstances:
A. Convenience
H -GAC may terminate the Agreement in whole or in part without cause at any
time by written notice by certified mail to the Contractor whenever for
any reason H -GAC determines that such termination is in the best interest
of 4-GA C. Upon receipt of notice of termination, all services hereunder
of the Contractor and its employees and subcontractors shall cease to the
extent specified in the notice of termination. In the event of termination
in whole, the Contractor shall prepare a final invoice within 30 days of
such termination reflecting the services actually performed pursuant to
the Agreement and to the satisfaction of the Executive Director or his
designee which has not appeared on any prior invoice. H -GAC agrees to pay
the Contractor, in accordance with the terms of the Agreement, for services
actually performed and accruing to the benefit of H -GAC compensation
previously paid.
The Contractor may cancel or terminate this Agreement upon thirty (30) days
written notice by certified mail to H -GAC. The Contractor may not give
notice of cancellation after it has received notice of default from H -GAC.
In the event of such termination prior to completion of the contract
provided for herein, H -GAC agrees to pay services herein specified on a
prorated basis for work actually performed and invoiced in accordance with
the terms of this Agreement, less payment of any compensation previously
paid.
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B. De faul t
H -GAC may, by written notice of default to the Contractor, terminate the
. whole or any part of the 'Agreement in any one of the following circum-
stances:
(l ) If the Contractor fails to perform the services herein specified
within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this
Agreement for any reason whatsoever, or so fails to make progress or
so violates the Agreement in a manner which significantly endangers
substantial performance of the Agreement or completion of the services
herein specified within a reasonable time, and in either of these two
instances does not cure such failure within a period of ten (10) days
(or such longer period of time as may be authorized by H -GAC in
writing) after receiving written notice by certified mail of default
rom H -GAC.
In the event of such termination, all services of the Contractor and its
employees and subconsultants shall cease and the Contractor shall prepare
a final invoice reflecting the services actually performed pursuant to the
Agreement and to the satisfaction of the Executive Director of H -GAC or
his designee which has not appeared on any prior invoice. H -GAC agrees to
pay the Contractor, in accordance with the terms of this Agreement, for
services actually performed and accruing to the benefit of H -GAC as
reflected on said invoices, less payment of any compensation previously
paid and less any costs or damages incurred by H -GAC as a result of such
default, including an amount agreed to in writing by H -GAC and the
Contractor to be necessary to complete the services herein specified, in
addition to that which would have been required had the Contractor
completed the services herein specified as required herein.
ARTICLE 17 SEVERABILITY
All parties agree that should any provision of this Agreement be determined to
be invalid or unenforceable, such determination shall not effect any other
term of this Agreement, which shall continue in full force and effect.
ARTICLE 18 COPYRIGHTS
The State or Federal awarding agency and H -GAC reserves a royalty -free,
nonexclusive, and irrevocable license to reproduce, publish or otherwise use,
and, authorize others to use,for State or Federal Government purposes:
(a) the copyright of all maps, data, reports, research or other work
developed under a grant, subgrant, or contract under a grant or
subgrant; and
(b) any rights of copyright to which a grantee, subgrantee or a contractor
purchases ownership with grant support. All such data and material
shall be furnished on H -GAC on request.
3127190--361F
ARTICLE 19 FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially
prevented from the performance within the term specified of any obligation or
duty placed on such party by reason of or through strikes, stoppage of labor,
riot, fire, flood, acts of war, insurrection, accident, order of any court,
act of God, or specific cause reasonably beyond the parties' control and not
attributable to its neglect or nonfeasance, in such event, the time for the
performance of such obligation or duty shall be suspended until such disability
to perform is removed. Determination of force majeure shall rest solely with
the K -GAC.
ARTICLE 20 NON -DISCRIMINATION AND EQUAL OPPORTUNITY
The Contractor will not discriminate, directly or indirectly, against any
employee or applicant for employment because of race, color, religion, sex,
age, political affiliation, national origin, or handicap. The Contractor will
take affirmative action to insure that applicants are employed, and that
employees are treated during employment, without regard to their race, creed,
color, or national origin. Such action shall include, but not be limited to
the following: employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The
Contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices setting forth the provisions of this equal
opportunity clause.
ARTICLE 21 AFFIRMATIVE ACTION PLAN
It is further agreed that the Contractor shall develop a written affirmative
action compliance program for each of its establishments, unless the Contract
or subcontract is exempt. The contractor's program shall provide in detail
the specific steps to guarantee equal opportunity employment keyed to the
problems and needs of members of minority groups, including, when there are
deficiencies, the development of specific goals and time tables for the prompt
achievement of full and equal employment opportunity. Each Contractor shall
include in his affirmative action compliance program a job classification
table. This table should include, but need not be limited to, job titles,
principal duties, rates of pay, and where more than one rate of pay applies,
the applicable rate. The affirmative action compliance program shall be
signed by an executive official of the Contractor. The Contractor warrants
its Affirmative Action Plan or Ordinance meets the requirements of this
arti cl e .
ARTICLE 22 CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractors, no member
of the governing body, and no other public officials of the governing body of
3/21190- -361 F
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the locality or localities in which the project is situated or being carried
out who exercise any functions or responsibilities in the review or approval
of this project, shall participate in any decision relating to this Agreement
• which affects his or her personal interest, or have any personal or pecuniary
interest, direct or indirect, in this Agreement.
ARTICLE 23 POLITICAL ACTIVITY; LOBBYING
No funds provided under this Agreement may be used in any way to attempt to
influence in any manner a member of Congress to favor or oppose any legislation
or appropriation by Congress, or for lobbying with State or local legislators.
The Contractor, if a recipient of Federal assistance exceeding $100,000
through an H -GAC subcontract, will comply with section 319, Public Law 101 -121
(31 U.S.C. 1352).
ARTICLE 24 SECTARIAN INVOLVEMENT PROHIBITED
Contractor shall ensure that no funds under this contract are used, either
directly or indirectly, in the support of any religious or anti-religious
activity, worship, or instruction.
ARTICLE 25 CRIMINAL PROVISIONS AND SANCTIONS
The Contractor assures that it will perform the Agreement activities in con-
formance with safeguards against fraud and abuse as set forth by the H -GAC,
the State of Texas, the Acts and Regulations of the funding entity. The
Contractor agrees to promptly notify H -GAC of suspected fraud, abuse or other
criminal activity through filing of a written report within twenty -four (24)
hours of knowledge thereof and to notify H -GAC of any accident or incident
requiring medical attention within twenty -four (24) hours of such occurrence.
Theft or willful damage to property on loan to Contractor shall be reported to
local law enforcement agencies and H -GAC within two (2) hours of discovery of
any such act.
The Contractor further agrees to cooperate fully with H -GAC, local law enforce-
ment agencies, the State of Texas, the Federal Bureau of Investigation and any
other duly authorized investigative unit in carrying out a full investigation
of all such incidents.
ARTICLE 26 TITLES NOT RESTRICTIVE
The titles assigned to the various section of this Agreement are for conveni-
ence only and are generally descriptive of the matters following. Titles shall
not be considered restrictive of the subject matter of any section, or part of
this Agreement.
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ARTICLE 21 ACKNOWLEDGE14ENT OF FUNDING SOURCE
The Contractor shall give credit to H -GAC as the funding source in all oral
presentations, written documents, publicity, and advertisement regarding any
activities which ensue from this Agreement. The Contractor may, if it elects
to do s3, appeal the final and conclusive decision of the Executive Director
to a court of competent jurisdiction, as authorized by Article 29, hereof.
ARTICLE 28 DISPUTES
Any and all disputes concerning questions of fact or of law arising under this
Agreement which are not disposed of by agreement shall be decided by the
Executive Director of H -GAC or his designee, who shall reduce his decision to
writing and provide notice thereof to the Contractor. The decision of the
Executive Director or his designee shall be final and conclusive unless,
within thirty (30) days from the date of receipt of such copy, the Contractor
requests a rehearing from the Executive Director of H -GAC. In connection with
any rehearing under this Article, the Contractor shall be afforded an
opportunity to be heard and offer evidence in support of its position. The
decision of the Executive Director after any such rehearing shall be final and
conclusive. Pending final decision of a dispute hereunder, the Contractor
shall proceed diligently with the performance of the Agreement and in
accordance with H -GAC's final decision.
ARTICLE 29 VENUE
Venue and jurisdiction of any suit, or cause of action arising under or In
connection with the Agreement shall lie exclusively in Harris County, Texas.
H -GAC and the Contractor have executed the agreement as of the date first
written above.
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ATTEST:
Steve Howard, Program Director
ATTEST:
Name, Title
0
HOUSTON- GALVESTON AREA COUNCIL
BY:
Jack Steele, Executive Director
Date:
CITY of BAYTOWN
BY:
SPECIAL. PROVISIONS
L
0564T-- 10/11/90
INDEX
PAGE
1.
Compensation
1
2.
Period of Performance
1
3.
Inspection of Work
1
4.
Reporting
1
5.
Acknowledgement of Financial Support and Disclaimer
2
6.
Property
2
7.
Disadvantage Business Enterprises
3
B.
Ton- assignability
3
9.
Ti tl a VI Assurance
3
10.
Labor Provision
5
11.
Drug-Free Workplace
6
12.
Energy Policy
6
13.
Clean Air Act and Federal Water Pollution Control Act Requirement
7
14.
Debarred Bidders
7
L
0564T-- 10/11/90
CJ
1. COMPENSATION
The CONTRACTOR shall be reimbursed by the H -GAC for authorized costs incurred
in performance of the work set out in this contract as specifically described
in Attachment A. Detailed records must be maintained to show actual time
devoted and costs incurred.
The CONTRACTOR shall include as part of its Request for Payment a list of all
DBE/WBE subcontractors and the amounts to be paid to each of the subcontractors
from this Request for Payment. This requirement is in accordance with LHTA
Circular 4715.1A.
The CONTRACTOR will submit a final invoice within 30 days after the completion
of work. Invoices submitted after this time will not be honored unless prior
arrangements are made and approved in writing by the H -GAC.
A. Maximum Compensation. The total reimbursement under this Agreement shall
not exceed $20,000 -
B. Method of Payment. H -GAC will reimburse the CONTRACTOR for services
rendered on the basis of allowable costs. Reimbursement shall be made
monthly within thirty (30) days after the receipt of the CONTRACTOR's
invoice. The CONTRACTOR shall submit, during the progress of work, an
invoice by the fifteenth (15) day of each month for work done or expenses
incurred during the previous month. Each invoice shall be accompanied by
a progress report as described in the Special Provisions Section 5.
Progress Reports.
2. PERIOD OF PERFORMANCE
The work under this Agreement shall begin upon receipt of a formal Notice to
Proceed, and shall be completed not later than 12 months (355 days) thereafter.
3. INSPECTION OF WORK
H -GAC shall have the right to review and inspect the progress of the work
described herein at all times.
4. REPORTING
(1) Quarterly Progress Reports. The CONTRACTOR shall submit to H -GAC
quarterly progress reports. This report shall outline work accomplished
during the previous quarter. These reports will include, but not be
limited to, the percentage of completion of the overall work project and
each work phase, special problems or delays encountered or anticipated,
changes in the estimated value of each work phase, the anticipated work
activities for the next work period, and a brief description of work
accomplished for each task.
0554T-- 10 /11 /90
•
(2) Final Draft Report. Upon completion of the Scope of Services, the
CONTRACTOR will submit five (5) copies of a preliminary draft report which
documents all study activities with supporting data to H -GAC no later than
September 15, 1991.
(3) Final Report. After review and final approval by H -GAC and other agencies
of the preliminary report, a camera ready original of the final report
will be submitted to H -GAC within thirty (30) days after approval of the
Draft Final Report.
5. ACKNOWLEDGEMENT OF FINANCIAL SUPPORT AND DISCLAIMER
The Contractor shall acknowledge financial support whenever work funded, in
whole or in part, by this Agreement is publicized or reported in any news
media or publication. All reports, maps and other documents completed as part
of the Agreement, other than documents prepared exclusively or internal use
within the Contractor, shall carry the following notation of the front cover
or a title page and on the face of maps:
Preparation of this report has been financed in part by a grant from the
Federal Highway Administration of the U.S. Department of Transportation
under the Federal Aid Highway Act of 1973, as amended.
Each report prepared by the Contractor shall also include the following
disclaimer:
"The contents of this report reflect the views of the consultant, who is
responsible for the facts and the accuracy of the data presented herein.
The contents do not necessarily reflect the official views or policies of
the Federal Highway Administration or the Houston - Galveston Area Council.
This report does not constitute a standard, specification, or regulation."
6. PROPERTY
H -GAC may deliver to the Contractor, for use in connection with this Contract,
certain property at times and locations to be subsequently established by the
parties hereto. Title to property costing $300 or more acquired by FHWA
Section 112 PL funds shall vest in H -GAC upon acquisition. It is further
agreed that the Contractor shall maintain adequate property control records,
perform inventories annually, provide adequate maintenance, and establish
adequate safe guards to prevent loss, damage, or theft to any such property in
accordance with sound industrial practice.
Unless otherwise provided in this contract, the Contractor, upon delivery or
acquisition of any such property, assumes the risk of and shall be responsible
for, any loss thereof or damage thereto, except for reasonable wear and tear,
and except to the extent that such property is consumed in the performance of
this contract.
0564T-- 10/11/90
The Contractor shall, upon completion of this contract or where there is
otherwise no longer a need for such property, give written notice to H -GAC
within then (10) days to such effect. It is further agreed that upon receipt
by H -GAC of such written notice, H -GAC shall issue instructions as to the
continued use or disposition of such property to the Contractor pursuant to
applicable federal regulations as outlined in OMB Circular A -102.
In no case shall the Contractor sell, trade -in or otherwise dispose of equip -
ment or property costing $300 or more acquired by Section 112 Pt funds without
the written consent of H -GAC.
Property acquired with FHWA Section 112 funds which has been delivered to the
Contractor is documented in ATTACHMENT B.
7. DISADVANTAGE BUSINESS ENTERPRISES
(1) Policy. It is the policy of the Department of Transportation (DOT) that
disadvantaged business enterprises as defined in 49 CFR Part 23 shall have
the maximum opportunity to participate in the performance of contracts
financed in whole or part with Federal funds under this Agreement. Conse-
quently, the DBE requirements of 49 CFR Part 23 apply to this Agreement.
(2) DBE Obligation. The CONTRACTOR agrees to ensure that disadvantaged
business enterprises as defined in 49 CFR Part 23 have the maximum
opportunity to participate in the performance of contracts and
subcontracts financed in whole or in part with Federal funds provided
under this Agreement. In this regard- the CONTRACTOR shall take all
necessary and reasonable steps in accordance with 49 CFR Part 23 to ensure
that disadvantaged business enterprises have the maximum opportunity to
compete for and perform contracts. The CONTRACTOR shall not discriminate
on the basis of race, creed, color, national origin, age, or sex in the
award and performance of DOT- assisted contracts.
H -GAC has established a goal of 15% DBE participation in its UMTA third
party contracting opportunities. Therefore, any contract issued under this
Agreement will carry a 15% DBE participation goal.
B. NON- ASSIGNABILITY
The CONTRACTOR shall not assign any interest in this Agreement nor deleqate
the performance of any of its duties hereunder to a subcontractor or otherwise
without the written consent of H -GAC. The Scope of Work, budget, and personnel
assigned to the work for each subcontractor must be reviewed by H -GAC prior to
requesting subcontract approval. All subcontractors shall be bound by the
General Provisions and the Special Provisions contained in this Agreement.
9. TITLE YI ASSURANCE
Durinq the term of this Agreement, the CONTRACTOR, for itself, its assignees
and successors in interest agrees as follows:
0 0564T--10/ 11/90
(a) Compliance with Regulations. The CONTRACTOR shall comply with the regula-
tions relative to non tscr mination in Federally- assisted programs of the
Department of Transportation (hereinafter, "DOT ") Title 49, Code of Federal
Regulations, Part 21, as they may be amended from time to time (herein-
after referred to as the "Regulations "), which are herein incorporated by
reference and made a part of this Agreement.
(b) Nondiscrimination. The CONTRACTOR, with regard to the work performed by it
during the Agreement, shall not discriminate on the grounds of race, color,
religion, sex, age, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equip-
ment. The CONTRACTOR shall not participate either directly or indirectly
in the discrimination prohibited by Section 21.5 of the Regulation
including employment practices when the Agreement covers a program set
forth in Appendix B of the Regulations.
(c) Solicitation for Subcontracts, including Procurements of Materials and
Equipment. In all solicitations elther by competitive bidding or nego a-
eon made by the CONTRACTOR for work to be performed under the subcontract,
including procurements of materials or leases of equipment, each potential
subcontractor or supplier shall be notified by the CONTRACTOR of the
CONTRACTOR's obligations under this-Agreement and the Regulations relative
to nondiscrimination on the grounds of race, color, religion, age, sex, or
national origin.
(d) Information and Reports. The CONTRACTOR shall provide all information and
reports required By the Regulations or directives issued pursuant thereto,
and shall permit access to its books, records, accounts, other sources of
information, and its facilities as may be determined by H -GAC or the Urban
Mass Transportation Administration (U11TA) to be pertinent to ascertain
compliance with such Regulations, orders, and instructions. Where any
information is required of the CONTRACTOR and is in the exclusive
possession of another who fails or refuses to furnish this information,
the CONTRACTOR shall so certify to H -GAC or the Urban Mass Transportation
Administration, as appropriate and shall set forth what efforts it has
made to obtain the information.
(e) Sanctions for Noncompliance. In the event of the CONTRACTOR's
noncompliance with a non lscrimination provisions of this Agreement,
H -GAC shall impose such sanctions as it or the Urban Mass Transportation
Administration may determine to be appropriate, including, but not limited
to.
(1) Withholding of payments to the CONTRACTOR under this Agreement until
the CONTRACTOR complies, and /or
(2) Cancellation, termination, or suspension of this Agreement, in whole
or in part.
(f) Incorporation of Provisions. The CONTRACTOR shall include the provisions
of paragraphs a through f) in every subcontract, including procurements
of materials and leases of equipment, unless exempt by the Regulations, or
directives issued pursuant thereto. The 0014TRACTOR shall take such action
0564T-- 10/11/90
with respect to any subcontract or procurement as H -GAC or the Urban Mass
Transportation Administration may direct as a means of enforcing such
provisions including sanctions for noncompliance. Provided, however, that in
the event the CONTRACTOR becomes involved in or is threatened with litigation
with a subcontractor or supplier as a result of such direction, the CONTRACTOR
may request H -GAC to enter into such litigation to protect the interests of
H -GAC and, in addition, the CONTRACTOR may request the United States to enter
into such litigation to protect the interests of the United States.
10. LABOR PROVISIONS
(1) Overtime Requirements. The CONTRACTOR or subcontractor contracting for any
part of the contract work which may require or involve the employment of
laborers or mechanics shall not require or permit any such laborer or
mechanic in any work week in which he or she is employed on such work to
work in excess of eight hours in any calendar day or in excess of forty
hours in such work week unless such laborer or mechanic receives compensa-
tion at a rate not less than one and one -half times the basic rate pay for
all hours worked in excess of eight hours in any calendar day or in excess
of forty hours in such work week, whichever is greater.
(2) Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of
any violation of the clause set forth in subparagraph (b)(1) of 29 CFR
Section 5.5, the CONTRACTOR and any subcontractor responsible therefore
shall be liable for the unpaid wages. In addition, the CONTRACTOR and
subcontractor shall be liable to the United States (in the case of work
done under contract for the District of Columbia or a territory, to such
district or to such territory), for liquidated damages. Such liquidated
damages shall be computed with respect to each individual laborer or
mechanic, including watchmen and guards, employed in violation of the
clause set forth in subparagraph (b) (1) of 29 CFR Section 5.5 in the sum
of $10 for each calendar day on which such individual was required or
permitted to work in excess of eight hours or in excess of the standard
work week of forty hours without payment of the overtime wages required by
the clause set forth in subparagraph (b)(1) of 29 CFR Section 5.5
(3) Withholding for Unpaid Wages and Liquidated Damages. DOT or H -GAC shall
upon its own action or upon written request of an authorized representa-
tive of the Department of Labor withhold or cause to be withheld, from any
monies payable on account of work performed by the CONTRACTOR or
subcontractor under any such contract or any other Federal contract with
the same prime contractor, or any other Federally-assisted contract
subject to the Contract Work Hours and Safety Standards Act, which is held
by the same prime contractor, such sums may be determined to be necessary
to satisfy any liabilities of such the CONTRACTOR or subcontractor for
unpaid wages and liquidated damages as provided in the clause set forth in
sub - paragraph (b)(2) of 29 CFR Section 5.5
0564T - -10 /11!90
(4) Nonconstruction Grants. The CONTRACTOR or subcontractor shall maintain
payrolls and basic payroll records during the course of the work and shall
preserve them for a period of three years from the termination of this
Agreement for all laborers and mechanics, including guards and watchmen,
performing work under this Agreement. Such records shall contain the name
and address of each such employee, social security number, correct
classification, hourly rates of wages paid, daily and weekly number of
hours worked, deductions made, and actual wages paid. Further, H -GAC
shall require the contracting officer to insert in any such Agreement a
clause providing that the records to be maintained under this paragraph
shall be made available by the CONTRACTOR or subcontractor for inspection,
copying, or transcription by authorized representatives of DOT and the
Department of Labor, and the representatives of DOT and the Department of
Labor, and the CONTRACTOR or subcontractor will permit such
representatives to interview employees during working hours on the job.
(5) Subcontracts. The CONTRACTOR and subcontractor shall insert in any sub-
contracts the clauses set forth in subparagraph (1) through (5) of this
paragraph and also a clause requiring the subcontractors to include these
clauses in any lower tier subcontracts. The prime contractor shall be
responsible for compliance by any subcontractor or lower tier subcontractor
with the clause set forth in subparagraph (1) through (5) of this para-
graph.
11. DRUG -FREE WORKPLACE
The CONTRACTOR agrees that if the CONTRACTOR is a recipient of more than
$25,000 in Federal assistance through an H -GAC subcontract, the CONTRACTOR
shall provide a "drug- free" workplace in accordance with the Drug -Free Work-
place Act (DFWA), March 18, 1989. For purposes of this Section, "drug- free
means a worksite at which employees are prohibited from engaging in the
unlawful manufacture, distribution, dispensation, possession, or use of a
controlled substance. The CONTRACTOR shall:
1. Publish a policy statement prohibiting the manufacture, distribution,
dispensation, possession, or use of a controlled substance and notify
employees of the consequences for violating these prohibition;
2. Establish a drug -free awareness program;
3. Provide each employee with a copy of its policy statement; and
4. Notify employees that, as a condition of employment, the employee must
adhere to the terms of the statement and must notify the employer of
any criminal drug offense within five days of conviction.
12. ENERGY POLICY
Contracts shall recognize mandatory standards and policies relating to energy
efficiency which are contained in the State energy conservation plan issued in
compliance with the Energy Policy and Conservation Act (P.L. 94 -163).
0
0564T -- 10/11/90
13. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTRACT ACT REQUIREMENTS
The Consultant agrees to
• requirements issued under
Section 508 of the Clean
Environmental Protection
the use under nonexempt
included on the EPA list
violations to UMTA and
(EN0329).
comply with all applicable standards, orders, or
Section 306 of the Clean Air Act (42 USC 1857 (h) ),
Water Act (33 USC 1368), Executive Order 11738, and
Agency regulations (40CFR, Part 15) which prohibit
Federal contracts, grants or loans, of facilities
for Violating Facilities. Contractor shall report
the USEPA Assistance Administrator for Enforcement
14. DEBARRED BIDDERS
The Consultant, including any of its officers or holders of a controlling
interest, is obligated to inform N -GAC whether or not it is or has been on any
debarred bidders' list maintained by the United States Government. Should the
Consultant be included on such a list during the performance of this project,
it shall so inform H -GAC.
• O564T -- 10/11/90
AT TA C HMENT A'
SCOPE OF SERVICES
BUDGET
FRINGE BENEFIT RATE SUMMARY
•
0
UPWP
PLANNED SCOPE OF WORK
October 1, 1990 to September 30, 1991
The subcontractor, The City of Baytown, shall perform, at a
minimum the following tasks. Any major deviations from this
plan will be made with the knowledge and assent of H -GAC.
Reports on progress of the work shall be made quarterly.
1. Conduct hourly traffic counts for 24 -hour periods at
locations in the SDHPT Roadway Inventory File as
indicated in Exhibit A. All traffic data will be
indexed by the SDHPT Roadway Inventory code and section
number and submitted to H -GAC and SDHPT. This data
will be submitted in a Lotus file on disk.
2. An update of the Baytown General Study will be prepared
and delivered to H -GAC and H -GRTS during the second
quarter of the fiscal year. This update included data
on land use, office space, building permits and
population. Also, it will include the City's ETJ.
3. Conduct an annual census of major employers in the area
to monitor the employment base. This census is
conducted in January, and the report will be delivered
to H -GAC and H -GRTS by the end of the quarter.
4. A record of the building permits and construction
starts within the city limits will be maintained on an
ongoing basis. Copies will be sent to the Houston
Chamber of Commerce on a monthly basis for use in the
county compilation.
5. Complete mapping a 1990 Land Use Update and
computerization of acreage totals by census tract.
6. Continue association and cooperation with various
interagency committees under the auspices of H -GAC.
This includes the provision of information for the
annual TIP, input to the Houston Mobility Plan,
meetings with the Interagency Data Base Task Force and
TEDA.
7. Continue efforts to coordinate the promotion of TSM's.
This will include the promotion of public transit and
the encouragement and monitoring of van pools, car
pools and bicycling.
8. Provide support for development of a new comprehensive
plan.
9. Turning, moving counts at selected intersections
determined as needed.
PROPOSED BAYTOWN TRAFFIC COUNTS- FISCAL 1991
0
11160
1A
Alexander Dr. N: at Cedar Bayou Bridge
DC
11160
4
Alexander Dr. N: S. of Ward Rd.
DC
11010
1
Baker Rd: E. of Bayway Dr.
TC
11010
2
Baker Rd: W. of Garth Rd.
DC
11010
3
Baker Rd: W. of N. Main St.
DC
Barkuloo Rd: N. of Massey- Tompkins Rd.
TC
11015
2
Bayway Dr; S. of Decker Dr.
TC
11015
5
Bayway Dr; S. of Park St.
TC
11017
1
Bob Smith Rd: E. of N. Main St.
TC
Bush Rd: N. of Baker Rd.
TC
11023
1
Cedar Bayou Rd: E. of Nolan Rd.
TC
11019
4
Cedar Bayou- Crosby Rd: N. of Alexander Dr.
TC
11042
2
Decker Dr: S. of Interstate 10
DC
11042
5
Decker Dr: S. of Fairway Dr.
DC
11042
7
Decker Dr: N. of Garth Rd.
DC
11043
1
Defee Ave. & Sterling Ave: W. of Pruett St.DC
11080
4
Garth Rd: S. of Rollingbrook Dr.
DC
11080
2
Garth Rd: S. of Interstate 10
DC
11100
2
James Ave. E: W. of Dwinnel Dr.
TC
11110
1
Kilgore Rd: N. of Ward Rd.
TC
11131
2
Main St. N. N. of Craig St.
DC
11131
3
Main St. N. S. of Rollingbrook Dr.
D�C
11132
1
Main St. S. S. of Republic Ave.
TC
11133
2
Main St. W. at Goose Creek Bridge
TC
11133
3
Main St. W. E. of New Jersey St.
TC
11135
2
Market St. at City Hall
TC
11136
1
Massey - tompkins Rd. E. of Barkuloo Rd.
TC
11136
2
Massey- tompkins Rd. E. of Cedar By- Crosby
TC
11160
2
Park St: E. of Garth Rd.
TC
11169
3
Pruett St. S. of Lobit Ave.
TC
i
.
Raccoon Dr. at Cary Bayou Bridge
TC
11045
1
Robert Lanier
Dr: S. of
Missouri St.
DC
11045
3
Robert Lanier
Dr: S. of
Texas Ave.
DC
11045
Robert Lanier
Dr: W. of
Garth Rd.
DC
11045
Robert Lanier
Dr: E. of
N. Main St.
DC
09002
1
Rollingbrook
Dr: W. of
Garth Rd.
DC
09002
2
Rollingbrook
Dr: E. of
Garth Rd.
DC
09015
1
Spur 55: E.
of Tri Cities Beach Rd.
TC
11186
7
S.H. 146: E.
of Lee Dr.
DC
11186
9
S.H. 146: at
Baytown Tunnel
DC
11186
Texas Ave: W.
of Pruett
St.
TC
11230
3
Wade Rd: N.
of Decker
Dr.
TC
11233
1
Ward Rd: at
SPRR
DC
11233
3
Ward Rd: E. of Amy Dr.
TC
1 0
TC - Total Count
DC - Directional Count
Page 2
0 SECTION 112
ESTIMATE OF EXPENDITURES
October 1, 1990 to September 30,,1991
Labor 10500.00
Labor Additive @41.71% 4400.00
Office Supplies 200.00
communications 1000.00
Minor Tools 600.00
Travel & Reimbursable 2700.00
Education & Training 600.00
TOTAL 20000.00