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Ordinance No. 6,101911212 -13 ORDINANCE NO. 6101 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 APPOINTING THE HOUSTON - GALVESTON AREA COUNCIL AS THE CITY'S AGENT TO CONTINUE AND COMPLETE THE PUBLIC TRANSPORTATION AND RELATED STUDIES INITIATED IN 1991; 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 approves an Interlocal Agreement with the Houston - Galveston Area Council appointing the Houston - Galveston Area Council as the City of Baytown's Agent to continue and complete the public transportation and related studies initiated in 1991. 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 Manager and City Clerk of the City of Baytown are authorized and directed to execute and attest to the agreement with the Houston - Galveston Area Council for the above mentioned service. 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 12th day of December, 1991. p VMW TO _: � M_ p -9 �_� Ei D.-HUTTO, Mayor NWaawQF L EN P. HALL, City Clerk ACIO RAMIREZ, S City Attorney C:1:79:4 HOUSTON- GALVESTON AREA COUNCIL GENERAL CONTRACT PROVISIONS INTERGOVERNMENTAL AGREEMENT This contract and agreement is made and entered into this J.LL day of Qctober , 19 91 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 5000 Houston, Texas 77027 and The C_it_v of Bayto4g I Consultant, Contractor or Vendor, hereinafter referred o as antreCtor having its principal place of business at 2401 Marklt. Baytown. TgZ45__17527 WITNESSETH: WHEREAS, H -GAC has entered into an agreement with The City of BaVtown 011 October I Ino WHEREAS, H -GAC hereby engages the Contractor to perform certain services as hereinafter specified in accordance with the specifications of the Agreement, and NOW, THEREFORE, H -GAC and the Contractor do hereby agree as follows: ARTICLE 1 LEGAL AUTHORITY The Contractor warrants and authorityy to enter into this applicable has authorized the ment and bind the Contractor amendments hereto. ARTICLE 2 APPLICABLE LAWS assures H -GAC that it Possesses adequate legal ,agreement. The contractor's governing body where signatory official (s) to enter into this Agree - to the terms of this Agreement and any subsequent 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 HMGAC or the 12/6/90 - -569T TIMM 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 -SAC 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 heretoo 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 6 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 -ward herein. ARTICLE 6 REPORTING REOU1 EMENTS 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. 12/6/90 - -5697 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 obi i cati ons. 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 -GAG, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement. ARTICLE ll 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 teas and condi- tions of this Agreement. Contractor, in subcontracting any of the performances hereunder, expressly understands that in enterin such subcontracts, H -GAC is in no way liable to Contractor's subcontractor (51, 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 19841, P.L. 98 -502, (hereinafter referred to as "Audit Act ") and OM8 Circular No. A -128, Audit Requirements for State and Local Governments, Fed. Rea. 19114 (May 6, 1986" 12/6/90 -.569T 3 For I of this Section. State or Federal financial assistance" means assistance provided by a State or Federal agency in the form of grantsi, 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 Financial Report Based on an Statements Performed in Audit of Accordance General Purpose with Government or Basic Auditor's Standard. • Single Audit Opinion . on Compliance with Specific Requirements Applicable to Mayor 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 Ronmajor 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 12/6/90 - -569T 4 Schedule of Findings and Questioned Costs * 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 -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 -GAL 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 b it. Failure to provide access to records may be cause for termination of t�a 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 partieel 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 12/5/90--5697 5 f nanci al , Statisti cal , 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 AMENDMEN75 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 -CAC 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 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 our BuAnt 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 terns of the Agreement, for services actually performed and accruing to the benefit of W-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 -SAC. In the event of such termination prior to completion of the contract provided for herein, K -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. 12!6!90 --669T 6 B. De fa ul t M -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: (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 *s may be authorized by H -GAC in writing) after receiving written notice by certified mail of default ram H -GAC. In the event of such termination, all services of the Contractor And its employees and subconsuitants shell 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, k -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 SEYERABILITY 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 uses 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) purchasess owner ship gwitho grant support. e,Allb such data andomaterial shall be furnished on H -GAG on request. 12/6/90 - -569T ARTICLE 19 FORCE MAJEURE To the extent that either party to this Agreement shall ba 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 s obligation duty suspended until h disability to perform i remov d Determinatio of force ma eure shall rest sol ely with the H -GAC. ARTICLE 20 NON- DISCRIMINATION AND EQUAL OPPORTUNITY The Contractor will not discriminate, directly or Ind#rectly, 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; ces sp rortother forms of compensation, and selection for training= including The Contractor agrees to post in conspicuous places, available to employees and applicants or employment, notices setting forth the provisions of this equal pp ARTICLE 21 AFFIRMATIVE ACTION PLAN It is further agreed than 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 anA 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 arts 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 12/6/90 - -569T a 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,OB0 through an K -GAC subcontract, will comply with section 314, Public Law 101 -121 (31 U.S.C. 1352). ARTICLE 24 SECTARIAN INVOLYEMENT 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. 12/6/90 - -669T 9 ARTICLE 27 ACKNOWLEDGEMENT OF FUNDING SOURCE The Cntations r written give documentss to M-GAC as the 1i itya and advertisement regarding any presentations activities which ensue from this Agreement. 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 M -GAC or his designees 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 K -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 diliggently with the performance of the Agreement and in accordance with H -CAC's final decision. decisionoOfrtheoExecutive Director elects to do so, appeal the final court of competent jurisdictions as authorized by Article 29, hereof. ARTICLE 23 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, 12/6/90 -.669T 10 ATTEST: eve owar rogrim -Director ATTEST: !`j, t • Eileen P. Hall City Clerk HOUSTON- GALVESTON AREA COUNCIL BY: ac tee e, xecu ve rector Date: CITY OF BAYTOWN 8 mmett 0. Hutto, Mayor SPECIAL PROVISIONS 12/30 - -532T INDEX PAGE 1. Compensation 1 2 Matching Contribution 1 3. Period of Performance 1 4, Inspection of Work 2 5. Progress Reports 2 6. DRAFT Final Report 2 7. Final Report 2 8. Acknowledgement of Financial Support and Disclaimer 2 9. Disadvantage Business Enterprises 3 10, Han - assignability S 11. Title VI Assurance 3.4 12. Labor Provision 4 -S 13. Drug -Free Workplace 6 14. Energy Policy 6 15. Clean Air Act and Federal Water Pollution Control Act Requirement 6 16. Debarred Bidders 6 12/30 - -532T 1. COMPENSATION The CONTRACTOR shall be reimbursed by the H -GAC for authorized costs incurred In performance f the work in contract AS described In Attachment A. records must be maintained to show actual devoted and costs incurred. The CONTRACTOR shall include as part of its Request for Payment a list of all from DBE/WBE hisubRenuesttfor and amounts to be requirement ois each in accordance subcontractors UNITA from 4 Circular 4716.1. The CONTRACTOR will submitted after this time within ill days after honoedhunlesslprior of work. invoices arrangements are made and approved in writing by the H -GAC. A. Maximum Compensations The total reimbursement under this Agreement shall not exceed $25.000-1. B. Method of Payment. H -CAC 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 pro Tess during ort aseYdescrib d Month. in Each the Special shall Provisions accompanied ctio 5y a progress p Progress Reports, 2. MATCHING CONTRIBUTION[ The CONTRACTOR shall provide the twenty percent (20 %) matching contribution required by the UMTA grant either in cash or in -kind 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 invoice. The twenty percent matching contribution shall not be less than $6.250 . In addition, the CONTRACTOR agrees to provide an additional contrlb on to H -GAC. The additional contribution is intended to enable H -GAC to meet the total matching requirement for federal funds received through Grants _ additional contribution may be in cash, or in contributed—serYl ces at the CONTRACTOR'S sole option, so long as those services are documented in a forTAt acceptable to UMTA and reported to H -GAC with each District invoice, The amount of such additional contribution shall not be less than � The amount of total matching contribution shall not be less than $ 75 - 3. PERIOD OF PERFORMANCE The work under this A shall begin upon r al Proceed, and shall beompleted not later than12months (365 days) 12!90 - -532T 4. INSPECTION OF WORK H -GAC shall have the right to review and inspect the progress 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 anticipatedo 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 report which documents all study activities with supporting data to H -GAC. ]. 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 (46) days after approval of the Draft Final Report. B. 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 prepp&red exclusively for 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 document was financed in part through a grant from Section B(d) of the U.S. Department of Transportation Act of 1964, as amended. Each report prepared by the Contractor shall also include the fallowing 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 U.S. Department of Transportation or the Houston - Galveston Area Council. This report does not constitute a standard, specification, or regulation ". 12!40 - -6327 2 9. DISADVANTAGE BUSISESS ENTCRPRISES (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 LM TA third party contracting opportunities. Therefores any contract issued under this Agreement will carry a 15t DBE participation goal. 10. NON - ASSIGNABILITY The CONTRACTOR shalt not assign any interest in this Agreement nor delegate the performance of any of its duties hereunder to a subcontractor or otherVise 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. 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- TM 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 ur ng a greement, shall not discriminate on the grounds of rate, 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 Regulation including employment practices when the Agreement covers a Program set forth in Appendix B of the Regulations. 12190 - -532T (C) Solicitation for Subcontracts including Procurements of Materials and Equipment, n aVF solicitations eitner Dy compe ve ng or nega a- on ma a 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 rake, color, religion, age, sex, or national origin. (d) Information and Reports. She CONTRACTOR shall provide all information and Fe-portr'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 (UH TA) 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 Most Transportation Administration, as a propriate and shall set forth what efforts it het made to obtain the information. (e) Sanctions for Noncompliance. In the event of the CONTRACTOR'S noncomp ance —witn 59 nonciscrimination provisions of this Agreement, H -GAC shall impose such sanctions as it ar 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 paregrap s a roue 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 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 includin sanctions for noncompliance. Provided, however that in the event the tONTRACTOR 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. 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- 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 (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 thekuso eooip�agp�f f 2oRtcie5equired by clause forty subrr h(b)(1) o 29 CFR (3) withholding for Unpaid wages and liquidated Damages. DDT 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) Honconstruction 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 thia 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 w�#t�io thietcl for sett ifort� b na subpar a�gr�aphct(1) othrough i5 "of this r 12/90 -•532T F 13. DRUG -FREE WORKPLACE The CONTRACTOR agrees that if the CONTRACTOR is a recipient of more than $251000 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. 14. 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). 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 13619), Executive Order 117381 And Environmental Protection Agency regulations (40 CFR, Part 15) which prohibit the use under nonexempt Federal contracts, grants or loans, of facilitief Included on the EPA list for Violating Facilities. Contractor shall report violations to U,4TA 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 - -532% 6 ATTACHMENT A SCOPE OF WORK PROPOSAL FOR FY 18$2 UMTA STUDY During FY 1952, the Baytown UMTA study project will seek to achieve several purposes., Completion of the public transportation study initiated in FY 1991 Including a short-term strategy for improving the coordinated operation and development of transportation services for the transportation disadvantaged Assessment of the level of existing, and need for, carpooling end ridesharing at major employers in the Baytown area • Formulation of a long-range public transportation plan using the survey and related date compiled In FY 1991 1. Collect and analyze data on Baytown's population and development trends including, but not limlted to, land use pattern, level of building activity, employment levels, building plans, and traffic and trip making volumes. 2. Analyze the survey results from FY 1981 to determine the need and support for transportation services. 3. Using a group survey process representative of the area's major employers and data to be obtained from major employers, analyze the feasibility and desirability of increased rldesharing programs and other methods for reducing the home -to -work joumey. Some of the date which will need to be collected include traffic volumes, employment levels, and general patterns of employee residences (i.e., Clear Lake, Pasadena, Chambers County, eta.): this data could and may be obtained through studies such as origin- dsstinstion, travel demand, and traffic counts. 4. Inventory existing employers to determine availability of and attitudes regarding rideshering and other trip reduction programs. 5. Formulate study reports and plan documents. 1. Public transportation needs assessment. 2. Long-range public transportation plan and development program. 3. Employment trip reduction strategy and feasibility assessment. 4. Transportation disadvantaged services coordination and development plan. 5. Application(s) for funding service development and operations (if deemed feasible). ATTACHMENT B BUDGET SUMMARY ► CITY OF BAYTOWN PROJECT FY 1991 -1992 UKTA BUDGET Account Number Budget Item Amount 71002 All - othar.Full Tim* 11243.15 Labor Additive - 41.17% a. Retirement - 10 157444 b. Social Security - 7.659 860.10 o. Worker's Comp • 90064 71.96 d. vacation 432.44 r. Sick Loave 648.66 f. Health 6 Dental Ins 1041.72 Subtotal of Labor Add, 71011 Extra help - contract 4492.80 71041 Allowances 1800.00 72001 office 400.00 72002 Postage 500.00 72021 Minor Tools' 530.13 74036 Advertising 250.00 74041 Travel a Reimbursables 700.00 74042 Education 8 Training 303.00 74071 Association Dues 150.00 Total Budgeted Funds 25000.00 4628.91 I.