Ordinance No. 5,736910110 -3
ORDINANCE NO. 5736
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
EXECUTE AND THE CITY CLERK TO ATTEST TO AN INTERLOCAL
AGREEMENT WITH THE HOUSTON - GALVESTON AREA COUNCIL TO
UNDERTAKE A STUDY OF AND PLAN FOR THE CITY OF BAYTOWN'S
TRANSPORTATION; AUTHORIZING A CASH OR IN -KIND MATCH OF
SIX THOUSAND TWO HUNDRED FIFTY AND NO 1100 ($6,250.00)
DOLLARS; AND PROVIDING FOR THE EFFECTIVE DATE HEREOF.
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 approves an Interlocal Agreement with the Houston -
Galveston Area Council to undertake a study of and plan for the
City of Baytown's transportation services, and authorizes and
directs the Mayor and City Clerk to execute and attest to said
agreement. A copy of said agreement is attached hereto, marked
Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown,
Texas, hereby authorizes a cash or in -kind match of SIX THOUSAND
TWO HUNDRED FIFTY AND NO 1100 ($6,250.00) DOLLARS for the City's
contribution to this agreement.
Section 3: 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 10th day of
January, 1991.
T O. MTJTT ayor
ATTEST:
Ile
- k, _
EILEEN P. H LL, City Clerk
RANDALL . STRO G, City orney
C:1:61:1
HOUSTON- GALVESTON AREA COUNCIL
GENERAL CONTRACT PROVISIONS
. INTERGOVERNMENTAL AGREEMENT
This contract and agreement is made and entered into this Ist day of October
19 90 by and between the Houston- Galveston Area Council, hereinafter refer=red
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 referred to as Contractor having
its principal place of business at 2401 Market, Baytown, Texas
77522 -0424
WITNESSETH:
WHEREAS, H -GAC has entered into an agreement with the City of Ba town
on _ October ' 1990 , an
WHEREAS, H -GAC hereby enaaaes the Contractor to perform certain services as
hereinafter soecified in accordance with the specifications of the Agreement,
and
NON`, THER_rOR =, H -GAC and the Contractor do hereby aaree as follows:
AR -CLE 1 LEGkL AJTHORITY
The Contractor warrants and assures H -GAC that it possesses adequate legal
a ,jthDrity to enter intp this Agreement. The contractor's aovernina body where
aatil icable has authorized the signatory official (s) to enter into this Aaree-
nent and bind the Contractor to the terms of this Agreement and any subsequent
amendnents hereto.
AR11CLE 2 APPLICABLE LAWS
The Contractor aarees to conduct all activities under this Aqreement in
accordance with all applicable rules, reaulations, directives, issuances and
ordinances and laws in effect or promulaated during the term of this Aqreement.
ARTICLE 3 INDEPENDENT CONTRACTOR
The execution of this Aareement and the rendering of services prescribed by
this Agreement, does not chance the independent status of H -GAC or the
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Contractor. No provision of this Aareement or act of H -GAC in performance of
the Aareement shall be construed as making the Contractor the agent, servant or
• employee of H -GAC, the State of Texas, or the Federal oovernment. 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 AGREEMENT
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 Dart of this Aareement as if set out word- for -ward herein.
ARTICLE 6 REPORTING REQUIREMENTS
ReDDrtino 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 paragraoh may be held by H -GAC until such time as the
delinquent ohliaations 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
verified proof of performance delivered and costs incurred by
in accordance with the terms of this Agreement and shall be pai d
with the Compensation Schedule in the Spectral Provisions.
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documented and
the Contractor
in accordance
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 obl i oati ons. H -GAC shall not be otherwise obl i gated or liable
for any future payments due or for any damages as a result of interruption of
payment or termination under this section.
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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
other,vise 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
soe_ial assurances that such third party shall comply with the terms and condi-
tions of t� S 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 (tray 6, 1985).
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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
inancial Statement
• Reoort on Supplementary Information - Schedule of Federal Financial Assis
tance
• Scnedule of Federal Financial Assistance. Financial assistance
programs shall be referenced in accordance with the Cataloq_ue 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.
• Sinale 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
i• Report to Management
Unless otherwise specifically authorized by the H -GAC in writing, the
Contractor shall submit the report of such audit to the H -GAC no later than
120 days after the end of the audit period. Audits performed under this
Section are subject to review and resolution by the H -GAC or its authorized
representative.
H -IGAC 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 in_lude (without limitation): (1) personnel and payroll records, includ-
ing social security numbers and labor classifications, accounting for total
time distribjtion 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 relatinq to the subcontract.
ARTICLE 14 RETENTION OF RECORDS
The
Contractor shall
maintain
all records pertinent
to this
agreement, includ-
• inq
but not limited
to those
records enumerated in
Article
13, and all other
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5
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.
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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 writina shall be
incorporated into this Agreement.
ARTICLE 16 TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated under the
followinQ circumstances:
A. Convenience
H - '].AC 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 H -GAC, 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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8. Default
• H -GAC may, by written notice of default to the Contractor, terminate the
whole or any part of the Aqreement in any one of the following circum-
stances:
(1) 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
Aareement and to the satisfaction of the Executive Director of H -GAC or
nis 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
oaid and less any costs or damages incurred by H -GAC as a result of such
default, in_ludino an amount agreed to in writing by H -GAC and the
Contractor to be necessary to complete the services herein specified, in
additio-i to that which would have been required had the Contractor
completed the services herein specified as required herein.
ARTICLE 17 SEYERABILITY
All parties agree that should any provision of this Aqreement 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 to 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 riahts 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 -GAG on request.
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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 H -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, palitical 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 f:.rrther aareed 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 auarantee 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
article.
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
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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, i n the support of any religious or anti -rel i qi ous
activity, worship, or instruction.
ARTICLE 25 CRIMINAL PROVISIOi4S 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 27 ACKNOWLEDGEMENT OF FUNDING SOURCE
• The Contractor shall give credit to H -GAC as the fundina source in all oral
presentations, written documents, publicity, and advertisement regarding any
activities which ensue from this Agreement.
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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 -CAC's final decision. The Contractor may, if it elects to
do so, appeal the final and conclusive decision of the Executive Director to a
court of competent jurisdiction, as authorized by Article 29, hereof.
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 -;AC and the Contractor have executed the agreement as of the date first
written above.
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ATTEST:
teve Howard, Program Director
ATTEST:
a:n e , T i t l e
HOUSTON- GALVESTON AREA COUNCIL
BY:
Date :
BY:
Jack Steele, Executive Director
•
ATTACHMENT A
SCOPE OF WORK
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•
BAYTOWN TRANSPORTATION SERVICES- PRIVATE SECTOR PARTICIPATION
PROPOSAL
Objective
To further develop the private - public partnership to plan and
provide for the further development of Baytown area programs to
meet the travel needs of the transportation disadvantaged
residents (elderly, handicapped, and low - income).
Background
I. The City of Baytown has provided subsidized transportation
services for over 15 years using a "user- side" subsidy
concept and a variety funding sources.
2. The Houston - Galveston Area Council prepared a report,
"Baytown Transit Feasibility Study" (February 1984) which
explored the feasibility of bus service for Baytown.
Activities:
1. Creation of a transportation services task force comprised
of representative of existing transportation providers,
consumers of existing transportation services, agencies
which support existing subsidized services or whose clients
benefit /could benefit from the specialized services, and
other appropriate individuals.
2. Conduct a consumer survey of persons who currently utilize
existing transportation services.
?. Inventory existing transportation services.
4. Develop operational service level objectives and parameters
for subsidized services.
5. Evaluate the effectiveness and effecting of existing
subsidized services.
6. assess existing travel needs of the target population which
are not being adequately met.
7. Develop a multi - year plan for services development
focusing on maintaining existing performance levels while
meeting needs of the target group which are not being met
(possibly the handicapped).
a. Identify areas for operational, equipment, and service
improvements.
b. Forecast transportation service needs for the target
population. This activity will involve demand and
resource forecasts.
C. Evaluate alternative organizational and funding
mechanisms for future development and operations.
d. Prepare funding requests as appropriate to implement
the agreed upon plan.
8. Solicit proposals (as appropriate) for provision of
• transportation services from the private sector.
9. Task force and utilize participation meetings will be
scheduled through out the study process.
Products:
I. Inventory, assessment, and evaluation of existing services
and funding programs.
2. Established operational and service level objectives and
parameters.
3. Forecasts of travel demand and resource needs.
4. Plan for services development and operations.
5. Applicazion(s) fcr funding service development and
operations (if deemed feasible).
H -GAC Activities
Due to the nature of the project, the City of Baytown would be primarily responsible
for the data collection, analysis and community involvement activities. However,
the City anticipates needing H -GAC involvement in the following areas:
Coordination with METRO, UMTA, and Area - wide social service agencies.
This coordination will primarily be needed as the plan implementation
0.ase is initiated.
2. Computer analysis of survey responses.
3. Contract Management.
4. Evaluation of Funding Alternatives.
Anticipated Benefits
1. Creation of an on -going private /public coordinated transit planning process.
2. Development of a publicly supported private system of providing trans-
portation services to the disadvantaged coordinated with support on benefitting
social services.
3. An assessment of transportation services needs and resource requirement in the
Baytown area, a plan to meet these needs and obtain the resources.
4. Strengthened role of private sector provider and consumers in the transit
planning and implementation processes.
5. Improved coordination and delivery of transit services in the eastern portion
of the Houston - Harris County urbanized area.
6. Increased and improved transit services in the urbanized area.
•
ATTACHMENT B
BUDGET SUMMARY
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SPECIAL PROVISIONS
INDEX
1. Compensation
2 Matching Contribution
3. Period of Performance
4. Inspection of Work
5. progress Reports
6. DRAFT Final Report
7. Final Report
8. Acknowledgement of Financial Support and Disclaimer
9. Disadvantaae Business Enterprises
10. Non - assignability
j11. Title VI Assurance
I
12. Labor r r ov i s i on
13. Drug-Free Workplace
14. Eneray Policy
15. Clean Air Act and Federal Water Pollution
Control Act Requirement
16. Debarred Bidders
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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 UMTA
Circular 4716.1.
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 $ 15 ,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. H -GAC will withhold the ten percent (10 %) of each
invoice amount pending completion of the Scope of Services as described in
Attachment A.
2. MATCHING CONTRIBUTION
The COtiTRACTCR shall provide the twenty percent (20b) matching contribution
required by the UMTA arant either in cash or in -kind services at the
CONTRACTOR'S sole option, so long as those services are documented in a format
dr acceptable to UMTA and reported to H -GAC with each invoice. The twenty
percent matching contribution shall not be less than S 3,750 . In addition,
the CONTRACTOR agrees to provide an additional contribuDT on to H -GAC. The
additional contribution is intended to enable H -GAC to meet the total matching
requirement for federal funds received through Grant TXX -08 -0283. Such
additional contribution may be in cash, or in contribute services at the
CONTRACTOR'S sole option, so long as those services are documented in a format
acceptable to UMTA and reported to H -GAC with each District invoice. The
amount of such additional contribution shall not be less than $ 2,500 The
amount of total matching contribution shall not be less than $6,250
3. 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 (365 days) thereafter.
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i
4. INSPECTION OF WORK
H -GAC shall have the right to review and inspect the praaress of the work
described herein at all times.
5. PROGRESS REPORTS
The CONTRACTOR shall submit to H -GAC monthly progress reports. This report
shall outline work accomplished during the previous month or since the last
progress report for the CONTRACTOR'S work under this Agreement. 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.
6. DRAFT FINAL REPORT
Upon completion of the Scope of Services, the CONTRACTOR will submit a
preliminary draft reoort` which documents all study activities with supportinq
data to H -SAC.
7. 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 forty -five (45) days after approval of the Draft Final Report.
8. ACKNOWLEDGEMENT OF FINANCIAL SUPPORT AND DISCLAIMER
The Contractor shall acknowledge financial support whenever work funded, in
whole or in Dart, by this Aareement is publicized or reported in any news
media Dr DW ication. All reports, maps and other documents completed as part
of the Aareement, other than documents prepared exclusively for internal use
within the Contractor, shall carry the following notation of the front cover
or a title paae and on the face of maps:
Preparation of this document was financed in part through a grant from
Section 8(d) of the Urban Mass Transportation Act of 1964, as amended.
Each report prepared by the Contractor shall also include the followinq
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 Urban Mass Transportation Administration or the Houston - Galveston Area
Council. This report does not constitute a standard, specification, or
regulation ".
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0
9. DISADVANTAGE BUSINESS ENTERPRISES
IS (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 opoortunity 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 aarees 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.
0
H -GAC has established a goal of 15% DBE participation in its UM TA third
party contracting opportunities. Therefore, any contract issued under this
Agreement will carry a 15% DBE participation goal.
10. NON- ASSIGNABILITY
The C0N1RAC70R shall not assign any interest in this Agreement nor delegate
the performance of any of its duties hereunder to a subcontractor or otherwise
without the written consent of N -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.
11. TITLE VI ASSURANCE
During the term of this Agreement, the CONTRACTOR, for itself, its assignees
and successors in interest agrees as follows:
(a ) Compliance with Regulations. The CONTRACTOR shall comply with the regula-
Ions relative to nondiscrimination 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 Acreement, 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 equipment. The CONTRACTOR shall not participate either directly
or indirectly in the discrimination prohibited by Section 21.5 of the
Reaulation including employment practices when the Agreement covers a
program set forth in Appendix B of the Regulations.
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(c) Solicitation for Subcontracts, including Procurements of Materials and
Lquipment. in all Solicitations either by Competitive bidding or negotl a-
ioir nee 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 require y e Regulations or directives issued pursuant thereto,
and shall permit access to its books, records, accounts, other sources of
information, and its facilities as ma be determined by H -GAC or the Urban
Mass Transportation Administration (UMTA) 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 the nondiscrimination 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
ta:
(1 ) Wi thhol dine 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 paraoraphs 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 CONTRACTOR shall take such action
witn 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 threateneJ 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.
12, 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
12/90 - -532T 4
hours in such work week unless such laborer or mechanic receives compensa-
tian 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 (6)(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 Rages 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
(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 waves 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.
12/90 - -532T
5
13. 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) , 14arch 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 violatinq 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 druq offense within five days of conviction.
14. ENERGY POLICY
Contracts
shall
recognize mandatory standards and
policies relatinq 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).
15. CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT REQUIREMENTS
The Contractor agrees to comply with all applicable standards, orders, or
requirements issued under Section 306 of the Clean Air Act (42 USC 1857 (h ),
Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11738, and
Environr*ental Protection Aaency regulations (40 CFR, Part 15) which prohibit
the use under nonexempt Federal contracts, grants or loans, of facilities
included on the EPA list for Violating Facilities. Contractor shall report
violations to IMTA and the USEPA Assistant Administrator for Enforcement (ENO
329).
16, DEBARRED BIDDERS
The Contractor including any of its officers or holders of a controlling
interest, is obligated to inform H -GAC whether or not it is or has been on any
debarred bidders' list maintained by the United States Government. Should the
Contractor be included on such a list during the performance of this project,
it shall so inform H -GAC.
12/90 - -532T 6