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Ordinance No. 6,674930624 -3 ORDINANCE NO. 6674 AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND THE CITY CLERK TO ATTEST TO AN AGREEMENT WITH HOUSTON - GALVESTON AREA COUNCIL FOR LONG RANGE TRANSPORTATION 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 agreement with Houston - Galveston Area Council for long range transportation 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 24th day of June, 1993. PETE C. ALFARO, Mayor ATTEST: EILEEN P. tI- LL, City Clerk ACID RAMIREZ, �$R., City Attorney legal /camcill6- 24- 93swhAGREEhgac 06:17 ;93 03:37 $713 621 8129 HGAC HOU4"TONT- GALVESTON AREA COUNCIL GENERAL CONTRACT PROVISIONS L\7ERGOVFRN7viFh"TAL AGREEcNMNT This Contract gad Agreement is made and entered into this 15th _ day of Jur:e , 19_2_3, by and between the Houston- Galveston Area Council, hereinafter referred to ns H -GAC, hiving its principa-I pl= of business at 3555 Timmons Ur e, Suite 500, Houston, 'Texas 77027 and City of a tows ,Consultant, Contractor or Vendor, hereinafter rcfcrr-.d to as Contractor having its principal place of business at 2401 Mgket, Bavlo%m. Texas 77522. N TTN'ESSETH: Va EREAS, H -GAC has entered into an Agreement with City of Ra ton-r on June 15 -1993 _ ; and N=REAS. H -GAC hereby engages the Contractor to perform certain services as hereinafter specified in accordance with the specifications of the Agreement: and NOW, TAEREEFORE, H -GAC and the Contractor do hereby agree as follows: ARTICLE 1 _ LE(JAL AU *FHQR1TY The Contractor w=zrts and assures H -GAC that it possesses adequate legal authority to enter into this Agreement. The Cnntractrr's governing body where applicable has authorized the signatory official(s) to enter into this Agreement and hind the Contractor to the t.erm� of this Agreement and any subsequent =end=ts hereto. ARTICLE 2 APPLICABLE LAW'S The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, issuancas zt:d ordirpunces =d laws in effect or p:'ornulpted du=e' the term of this A �rcement. ARTICLE I T]ti'DEPENMEN"T_CONTRACTOR 'ne execution ur this Agreemem and the rendering of services prescribed by this Agreement, does not change tine independent status of H -GAC or the Contractor, NTo provision of this Agreement or act of I3 -GAC in performance of Lhe Agra=ent shall be cunstrLiud" t:akilig rite Contractor the agent, servant or emplovee of I- I•GAC, the Statc of Texas or the Federal Covern =[. Employees of the Contractor zre subject to & exclusive control and supervision of the Contactor. Contractor is sululy responsible for employee pa} -olIs a. -1d clairns arising herefrom. Contractor shall notify H -GA.0 of the threat of lzwsuit or of stiy acnaal suit filed against the Contractor. -1- H- G.AC. -�/ 1 olh 3 EXHIBIT A Z 002 06 17,,93 03:38 V713 621 8129 RGAC ARTICLE 4 3MQLE-AGREE The General Prnvisinn.s, Special Provisions znd Attachments, as provided herein, constitute the complete Agrees eat bctwen U!ie pF"ties hereto. P.ad supersedes any Wad ail ore! =d %: ma Aarxm -=13 bmleC: the peatit:s relating to matters herein. Except as otherwise provided herein, this Agresrr=t 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 trade a past of this Agreement ..s if set out word- for -word herein. ARTICLE 6 REPORTII G REQUIREMENTS Reporting Requirements are set forth in the Special Provisions of this Agreement. If Contractor fails to submit to H -GAC in a timely and satisfactory ruatuer m_y report required by this contract, or otherwise fails to satisfactorily render performances hereunder, H -GAC may withhold payments ot_'ierwise due and owing Contractor hereunder. If TT -GAC withholds such payments, it shall no.ify Contractor of its aLtu un and L�a ressuris. thcrefurc. Paymcras withheld pursuant to this paragraph may be held by H -GAC until such time zs the delinquent obIigzdons for which funds are willheld arc fulfilled by Contractor. Contractor's failure to timely submit any report may also be considered czuse for termination of this Agreement. s' The Contractor agrees that payinettts are predicated upon properly documented and verified proof of performance deliverui and costs incurred by a.e Contractor in accordance with the terms of this Agreement a,-td shall be paid in accordance with the Cornpens:-ition Schedule in the Special Provisions. ARTICLE R NON FMMLNG CLAUSE Each payment ohligation of H -GAC created by t4is Agreement is conditionedzpon the availability of state or federal fiords appropriated or allocated for the payment of such obligations. H -GAC shall not be oche. -wise obllgated or liable for any future payments due or for any d =ages as a result of intemption of payment or termination under this section. ARTICLE 9 INSURANCE Contractor shall rtlEdritflin insurance coverage for work performed or services rendered tender this contract as specified in the Special Provisions. ARTICLE 10 LIh11TATION QXT LIABILITY Contractor unaersiards and agrees that it shall be liable to repay rand shall repay upon den nd to H -GAC any amounts dtter==ed by 14-GAC, its ind.pcndent zsditors, or ury agency of state or federal government to havc been paid in violation of the trams of this Agreement. -2- H -G.; C - -br t ti1y'3 Z, 003 06/17/93 03:38 V713 621 5129 HG?,C ► 004 ARTICLE 11 SiT13CONTR-kCTS T1te Contractor 4rees not to subcoa ,,,act, assign, transfer, convey, sublet or otherwise dispose of this Agrecracn: or any right, ride, obligation or interest it may have ti,crcin to &ny third pa,-ry except is zcct;rda=.c with the provisions as sct forth in the Spc .W Provisions or without written prior notification of such intent to II -GAC which includes full disclosure of particulars and special assurances that such third party shall comply with Lhe terms and conditions of this Agreement. Contractor, in subcontracting any of the performances hereunder, expressly understands that in entering such subcontracts, H -GAC is in no way Iiable to the Contractor's subcontractor(s). Contractor shall ensure that the performance rendered Mier all subcontracts shall result is compliance with all the terrrrs and provisions of this contract as if the perforntauce rendered was rendered by the Contractor. ARTICT,E 12 ALTDir As a recipient of state or federal assistance through an H -GAC subcontract, the Contractor is subject to the Single .Audit Act of 1984, F.L. 98.502, (ktercinafter referral to Ls "Audit Act ") sxid OMB Circular No. A -128. Audit Requirements for State and Lonai Governments. Fed. Reg. 19114 (May 6, 1985). For purposes of this Section. "311:e and federal futaaciel assisca=" mesas assistmoc providO by a stare or federal agency is the fora: of grants. contracts. cooperative arr .*.1..►tis, IoLas, lotus varwre s. property, Jawcresi subsidi4s. insurarce, 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 4MB Circular A -129 for any of its fiscal years in which Contractor receives more than $100,000 in federal financial assistance, Contractors receiving more than 525,000 but less than $100,0+00 in federal assistance have the option of having a Single Audit or separate program audits as required by the applicable Federal Statutes and Regulations, 77:e Contractor shah have an audit :Wade in accordance with the fcdcral lEws 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 repo;rt- Per the AICPA's Statement of Position, =:-Aber 89.6, dated August 11, 1969, the following $adit reports and schedules shall be provided: • INDEPENDENT AUDITOR'S REPOR i on the examination of the General Plurpt. osc Financial 5141atru:nt. Report on Supplementary Im- orrnatiun - Schedule of Federal Financial Assistance. • Schedule of Federal Financial Assis•.anze. Financial resistance programs shall be r:.fereneed ill accordance uim the Catalogue of Federa; Domestic As:istan= LC 73- 600118. • Co:r;liance Report Based on as Audit of General Purposc or Sauk Fiaa:icial Ststelnews Pzrformed in Accordance with Government Auditing Stzndards. S.ngle Audit Opinior, 07 Compliance wir,i Specific RegLirements Applicable to M for Federal Financial Assista:,ice Programs. -3- ?3- flAC - -6: t6r�3 06/17i93 03:39 V713 621 8129 HGAC • Sinale Audit Report on Comphanot with Ehr: General RequiremcttTS Applicable to M=jor Federal Assistance Programs Single Audit Report on Compliance with Require -men is Applicable to Ncnattajor Federal Financial Assistance Program Transactions_ ,r Report on the Internal Control Smacmre in Accordance w tb Government Auditing Stnndards. + Report on Internal Control (Accounting and Administrative) - Based on a Study and Evaluation pride as a part of an Audit of the Gcrcral Nrposc or Basic Financial Statements and the additional tests required by the Single Audit Act. + Schedule of Findings and Questioned Costs. + Report to Mattagentent. Unless otherwise specifically authorized by the bI -GAC in writing, the Contractor shall submit the report of such audit to the H -GAC no Iater than 1 *20 days after the end of the audit period. Audits performed tinder :his 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 tiffs contract which may be performed by the local government audit staff, a certified public accounta,-n firm, or other auditors as designated by ilie H -GAC. Such audit will be conducted in accorda.*lce with aDDli:.able professional ,zhindards and practices. (74r�tractor understa.-ids and agrees that the Contractor shall he liable to the H•GAC for any costs disaliownd as a result of audit. ARTTCLF 13 LXANMATION 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 renresentativec of its own or any public accounting firm selected by it. Failure to provide access to records may be cause for termin:11on of the contract. The records to be thus maintained and retained by Contractor shall include (without limitation): (1) personnel and payroll records, inolttding social security numbers and labor classifications, accounting for total tirre distribution of Contractor's employees working full or part time On Ltte work, zs we11 as ca*tcelled payroll checks or signed receipts for payroll payments in cash; (2) invoices for Purchases, receiving and issuing documents, L ^.d all other unit inventory records for Contractor's stocks or capital items; and (2) paid invoices and cancelled checks for materials purchased and for subconuactor's and any other third parties' charges, The Contractor further agrees to include in all its subcontracts permissible pursuant to Article 1l hereof, a provision to the effect that the subcontractor agrees that H -GAC and its duly - xhorized representatives, shall, until the expiration of three (3) years after irs.I payment Under the subcontract or until all audit findings have been resolved, have access to and the right to examine and copy any directly pentiz ant books, documents, papers. invoices and records to such sub=-itr-actor involving t. a,tsactions relating to the fubcontract. -4- H- GAC- 6 /it -'Y3 [a 005 06/17,193 03:39 $713 621 8129 HGAC ARTICU 14 R.ETEINMON OF RECORDS Ths Contractor shall rrtintain all records pertinent to thhis Agreement, including but not limfted to those records enumerated in Article 13, rind all other financW. statistical, property, participant records, and supporting documentation for a period of to less than three ( "s) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, audit or claim has been resolved. ARTICLE 1s CHA_Nc E1s_AI A'g1EIr'D. INTS Any altcratinrs, adaiduns, or deletions to the terms of this contraci which arc requhd by charges in Federal I.aw or Regulations tare automatically incorporated into this AgreeMNIE without written amendment hereto, and shall become effective on the date designated by such law or regulation, provided if the contractor =,y not legally comply with such change, contractor may terminate its pardcipanon herein as authorized by Ar ►icle 16, H -GAC may, from time to tithe, require changes in the Scope of the Services of the Contractor to be performed hereunder. Such chatiges that are mutually 2greed upon by and between. H -GAC and the Contractor in writing shall he incnrporated into this Agreement. ARTICLE 16 TER1bIWATION PROCEDURES The Contractor acknowledges that this Agreement may be terminated tinder the folIowirg circumstances: A. Convenience H -GAC may terminate this 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. Lpoa receipt of totice of terzninatioa, 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, t'te Contractor shall prepare a final invoice within " . dcy days of such termination reflecting the services actually performcd pursuant to the Agrccmcat rind to .:c satisfaction of the Executive Director or his designee which has not appeared oa any prior invoice. I4 -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. Tire Contractor may cancel or terminate this Agreement upon thirty (30) days written notice by certified mail to H -GAC. T31c Contractor may not give notice of =icellatloa after it has received notice of default from H -GAC. In the event of such wrmRiadou prior to cumpietion of the coatilct provided for herein, H -GAC agrees to pay services herein spmilied on a prorated basis for work amur:ly purforuied and invoiced in accordance with the terms of this Agreement. less pkvment of Lay compensatiou previously paid. B- Default H -GAC rray, by written notice of default to the Contractor, terminate the whole or any part of the Agreeineal, in ajiy one of the following ether �tance5: (1) If the Contractor fails to perform the Services herein specified within the time specified herein or aziy extension thereof; or x- ca.c— brter�� x„1006