CC Resolution No. 1122 2017
RESOLUTION NO. 1122
A RESOLUTION AUTHORIZING THE CITY MANAGER OF THE CITY OF
BAYTOWN , TEXAS , TO MAKE APPLICATION TO THE STATE
DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTATION FOR A
TRAFFIC LIGHT SYNCHRONIZATION GRANT AND TO EXECUTE
NECESSARY DOCUMENTS FOR THE APPLICATION; AND PROVIDING
FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS, the City Council of the City of Baytown recognizes
that it is in the interest of the national economy to promote the
conservation of energy resources and to reduce our nation' s
dependence on costly foreign oil; and
WHEREAS, the retiming of signals will provide benefits to
the local community in the form of improved traffic flow, reduced
fuel consumption, reduced vehicle operating costs, reduced air
pollutant emissions, and improved safety due to smoother traffic
flow; and
WHEREAS , funds have been established and are available
through the State Department of Highways and Public
Transportation for grants to local governments for traffic signal
retiming projects; NOW THEREFORE
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,
TEXAS:
Section 1: That the City Manager of the City of Baytown is
hereby authorized to make application to the State Department of
Highways and Public Transportation for a Traffic Light
Synchronization grant and, if the application is selected for
funding, the City Manager of the City of Baytown is hereby
authorized and empowered to execute all necessary applications,
contracts, and agreements to implement and carry out the purposes
specified in this resolution.
Section 2: This resolution 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 filth day of July,
1991.
ETT O. HUTTO, Mayor
2018
ATTEST:
EILEEN P. HALL, City Clerk
IPNACIO RAMIREZ, S . , City Attorney
C: 1: 69 : 15
t
Contract Number 582TLF6066
TRAFFIC LIGHT SYNCHRONIZATION
GRANT AGREEMENT
THE STATE OF TEXAS **
THE COUNTY OF TRAVIS **
THIS CONTRACT IS MADE BY AND BETWEEN THE STATE OF TEXAS,
acting by and through the Texas Department of Transportation, hereinafter called the
State and the City of Baytown acting by and
through its duly authorized officers, hereinafter called the Local Government.
WITNESSETH
WHEREAS, Article 4413(56),Texas Civil Statutes, declares that the Office of the
Governor may designate State agencies to supervise, manage or administer the imple-
mentation of a grant program financed under the Oil Overcharge Restitutionary Act
Art. 4413(56)); and,
WHEREAS, pursuant to Article 4413(56), the Texas Department of Transportation
submitted a proposed grant program, hereinafter called Traffic Light Synchronization,
or TLS,designed to increase energy efficiency in the movement of traffic, and the Office
of the Governor did approve the proposed program, and signified its approval by
contract executed between the Texas Department of Transportation and the Office of
the Governor dated September 1, 1990,or as amended; and,
WHEREAS, the Local Government submitted a grant application to the State describ-
ing a plan to re-time a set of traffic signals in accordance with the State's instructions,
and the grant application was approved by the State and the project described therein
was selected for financial assistance; and,
WHEREAS, it is the desire of the Local Government to enter into this grant agreement
for financial assistance for the project described in the grant application in order to
increase energy efficiency in the movement of traffic.
NOW,THEREFORE, in consideration of the premises and of the mutual covenants and
agreements of the parties hereto, the State and the Local Government do mutually
agree as follows.
Page 1 of 7
AGREEMENT
Article 1. Contract Period
This contract becomes effective on the date on which the final signature is added, the
final signature being that of the party whose signing makes the contract fully exe-
cuted by all parties hereto. The contract shall terminate 14 months from
that date, unless terminated or modified as hereinafter provided.
Article 2. Contract Amount
The maximum amount payable to the Local Government under this contract shall not
exceed$ 28,302 This amount constitutes not more than 75%of
the total project cost of$ 38.137
The amount may be increased only if the State approves a request for additional
funding submitted by the Local Government,if additional funds are available. Any
such increase must be authorized in a written amendment to this contract.
Article 3. Project Description
Depending upon the availability of funds,the Local Government shall commence and
complete a project providing for the re-timing of traffic signals within its jurisdiction,
generally located on Alexander Drive
The project is fully described in the grant application, attached hereto and labeled
Exhibit 1. The Local Government shall not perform any activity under this contract
except as described in said Exhibit 1. Additional activity under this contract must be
authorized in a written amendment signed by the parties hereto in which the modi-
fications or additions to the project are fully described.
The Local Government agrees to deliver the following products to the State in accord-
ance with the application:
A"before"field evaluation
An"after"field evaluation
Failure to deliver the products as specified in the application may result in termination
of this agreement as provided hereinafter.
In addition to the above products, quarterly progress reports that summarize project
activities are required.
Article 4. Compensation
All payments made hereunder will be made in accordance with the category totals of
the Approved Project Budget included in Exhibit 1. To be eligible for reimbursement
under this contract, a cost must be incurred within the contract period specified in
Article 1 above and be authorized in the Approved Project Budget included in Exhibit 1.
Payment of costs incurred under this contract is further governed by the cost principles
outlined in 48 CFR 1-31,(Federal Acquisition Regulations).
The Local Government agrees to submit monthly requests for reimbursement, using
billing statements acceptable to the State. The original billing statement and one
copy is to be submitted to the State's District Office, at the address specified on the
signature page of this agreement.
Page 2 of 7
Article 4. Compensation (cont.)
The State will exercise good faith effort to make payments within thirty days of receipt
of properly prepared and documented requests for reimbursement. All payments,
however, are contingent upon the availability of appropriated funds.
Article 5. Contract Amendments
The Local Government may request additional funds for additional tasks to be
performed under this contract, and if the request is justified by the Local Government
and the State determines that the request is beneficial to the State and the Local
Government and to the purpose of the grant, a written amendment is to be executed to
authorize additional tasks and additional funds, if additional funds are available.
The amendment shall be agreed upon by the State and Local Government. Any such
amendment shall be made before the termination of the contract as specified in
Article 1. The Local Government can undertake at its own expense any activities
associated with the approved project, but those additional activities will not be eligible
for reimbursement by the State.
Article 6. Inspection of Work
The State shall have the right at all reasonable times to inspect or otherwise evaluate
the work performed or being performed hereunder and the premises in which it is being
performed. If any inspection or evaluation is made on the premises of the Local
Government or subcontractor, the Local Government shall provide and require his
subcontractor to provide all reasonable facilities and assistance for the safety and
convenience of the inspectors in the performance of their duties. All inspections and
evaluations shall be performed in such a manner as will not unduly delay the work.
Article 7. Disputes and Remedies
The Local Government shall be responsible for the settlement of all contractual and
administrative issues arising out of procurements entered in support of contract work.
Disputes concerning performance or payment shall be submitted to the State for
settlement with the Exective-Director of the Texas Department of Transportation
acting as referee.
This agreement shall not be considered as specifying the exclusive remedy for any
dispute or violation or breach of contract terms, but all remedies existing at law and
in equity may be availed of by either party and shall be cumulative.
Article 8. Records
The Local Government agrees to maintain all books, documents, papers, accounting
records, and other evidence pertaining to costs incurred and work performed hereunder
and shall make such materials available at its office during the contract period and
for three years from the date of the final performance report under the contract. Such
materials shall be made available during the specified period for inspection by the State
for the purpose of making audits, examinations, excerpts, and transcriptions.
Page3of7
1
Article 9. Reporting
The Local Government shall promptly advise the State in writing of events which have
a significant impact upon the contract, including:
Problems, delays, or adverse conditions which will materially affect the ability to
attain program objectives, prevent the meeting of time schedules or objectives, or pre-
clude the attainment of project work units by established time periods. This disclosure
shall be accompanied by a statement of the action taken, or contemplated, and any
State assistance needed to resolve the situation.
Favorable developments or events that enable meeting time schedules and objec-
tives sooner than anticipated or producing more work units than originally projected.
Article 10. Audit
This contract shall be subject to audit for a three-year period from the date of the final
financial report.
Article 11. Subcontracts
Any subcontract for professional service rendered by individuals or organizations not
a part of the Local Government's organization shall not be executed without prior
authorization by the State. Subcontracts shall contain all required provisions of this
contract. No subcontract will relieve the Local Government of its responsibility under
this contract.
Article 12. Termination
For Cause: Insufficient Funding
The State may terminate this contract at any time before the date of completion when-
ever it is determined that sufficient funds are not available to reimburse its share of the
cost of the project. The State shall give written notice to the Local Government at least
seven days prior to the effective date of termination, specifying the date of termination.
The State shall compensate the Local Government for those eligible costs incurred
during the contract period up through the time of termination. The Local Government
shall not incur new obligations for the terminated portion after the effective date of
termination.
For Cause: Nonperformance
The State may terminate this contract at any time before the date of completion if it
determines that the Local Government has failed to comply with the conditions of the
contract. The State shall give written notice to the Local Government at least seven
days prior to the effective date of termination and specify the effective date of termi-
nation and the reason for termination.
The State shall compensate the Local Government for those eligible costs incurred
during the contract period which are directly attributable to the completed portion
of the project covered by this contract, provided that the work has been completed in
a manner satisfactory to the State. The Local Government shall not incur new obliga-
tions for the terminated portion after the effective date of termination.
Page 4 of 7
Article 12. Termination (cont.)
For Convenience
If either party to this contract determines that the continuation of the contract in whole
or in part would not produce beneficial results commensurate with the further
expenditure of funds, the determining party shall give notice to the other party of such
determination,including the effective date and the portion to be terminated.
The State may terminate this contract for reasons of its own, not subject to the approval
of the Local Government.
Ownership of Documents
Upon termination of this contract,whether for cause or for convenience, all finished or
unfinished documents,data, studies, surveys, reports,maps, drawing,models, photo-
graphs,etc. prepared by the Local Government shall at the option of the State become
the property of the State.
Excepted Conditions
Except with respect to defaults of subcontractors, the Local Government shall not be in
default by reason of any failure in performance of this contract in accordance with its
terms(including any failure by the Local Government to progress in the performance of
the work) if such failure arises out of causes beyond the control and without the default
or negligence of the Local Government. Such causes may include but are not limited to
acts of nature or of the public enemy, acts of the government in either its sovereign or
contractual capacity,fires, floods, epidemics, quarantine restrictions, strikes, freight
embargoes, and unusually severe weather. In every case, however, the failure to
perform must be beyond the control and without the fault or negligence of the Local
Government.
Article 13. Compliance with Laws
The Local Government shall comply with all federal, state, and local laws, statutes,
ordinances, rules and regulations, and the orders and decrees of any courts or admin-
istrative bodies or tribunals in any matter affecting the performance of this contract,
including, without limitation,workers'compensation laws, minimum and maximum
salary and wage statutes and regulations and licensing laws and regulations. When
required, the Local Government shall furnish the State with satisfactory proof of its
compliance therewith.
Article 14. Successors and Assigns
The State and the Local Government each binds itself, its successors, executors, assigns
and administrators to the other party to this agreement and to the successors,
executors, assigns and administrators of such other party in respect to all covenants
of this contract. Neither the State nor the Local Government shall assign, sublet, or
transfer its interest in this agreement without the written consent of the other.
Article 15. Property Management
The Local Government shall use its own property management system to control,
protect, preserve, use,maintain, and dispose of any property furnished to it by the State
or purchased pursuant to this agreement, provided that the procedures are not
in conflict with the State's property management procedures or property manage-
ment standards outlined in 49 CFR 18 (Section 18.32), "Uniform Administrative
Requirements for Grants and Cooperative Agreements to State and Local
Governments."
Page 5 of 7
Article 16. Procurement Standards
The Local Government shall maintain and follow procurement standards which meet
or exceed the requirements of 49 CFR 18,"Uniform Administrative Requirements for
Grants and Cooperative Agreements to State and Local Governments."
Article 17. Debarment/Suspension
The Local Government is prohibited from making any award or permitting any award
at any tier to any party which is debarred or suspended or otherwise excluded from
or ineligible for participation in federal assistance programs under Executive Order
12549,Debarment and Suspension. The Local Government shall require any party to
a subcontract or purchase order awarded under this contract to certify its eligibility to
receive federal grant funds, and, when requested by the State, to furnish a copy of the
certification.
Article 18. Insurance
When directed by the State, the Local Government shall require its subcontractors to
secure insurance in the maximum statutory limits for tort liability, naming the State
as an additional insured under its terms. When so directed, the Local Government
shall require its subcontractor to furnish proof of insurance on forms satisfactory to
the State, and shall maintain the insurance during the contract period specified in
Article 1.
Article 19. Gratuities
Texas Transportation Commission policy mandates that employees of the Department
shall not accept any benefits, gifts or favors from any person doing business with or who
reasonably speaking may do business with the State under this contract. The only
exceptions allowed are ordinary business lunches and items that have received the
advanced written approval of the State's Executive Director.
Any person doing business with or who reasonably speaking may do business with the
State under this contract may not make any offer of benefits, gifts or favors to Depart-
ment employees, except as mentioned hereabove. Failure on the part of the Local
Government to adhere to this policy may result in termination of this contract.
Article 20. Indemnification
To the extent permitted by law, the Local Government shall save harmless the State
from all claims and liability due to the acts or omissions of the Local Government, its
agents or employees. The Local Government also agrees to save harmless the State
from any and all expenses,including attorney fees, all court costs and awards for dam-
ages, incurred by the State in litigation or otherwise resisting such claims or liabilities
as a result of any activities of the Local Government, its agents or employees.
Further, the Local Government agrees to protect, indemnify, and save harmless the
State from and against all claims,demands and causes of action of every kind and
character brought by any employee of the Local Government against the State due to
personal injuries and/or death to such employee resulting from any alleged negligent
act,by either commission or omission on the part of the Local Government or the State.
Page 6 of 7
Article 21. Signatory Warranty
The undersigned signatory for the Local Government hereby represents and warrants
that he is an official of the organization for which he has executed this contract and that
he has full and complete authority to enter into the contract on behalf of the Local
Government.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED DUPLICATE
COUNTERPARTS TO EFFECTUATE THIS AGREEMENT.
LOCAL GOVERNMENT: THE STATE OF TEXAS
The City of Baytown Executed for the Executive Director and
approved for the Texas Transportation
Under authority of resolution or ordi- Commission under authority of Minute
nance number Order 100002 for the purpose and effect
of activating and/or carrying out the
orders, establishing as policies or work
programs heretofore approved and
authorized by the Texas Transportation
By ` gu7,4 Commission.
Title (._ ) "r. By
J l _ t _
Tra is O dos ngineer
Date
Date 11—// —9/
7,
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Date_l,i- 2--/- Jul
For the purpose of this agreement, the following addresses shall be used to mail all
required notices, reports, claims, and correspondence:
For the Local Government: For the State (District Office):
City of Baytown Milton M. Dietert
Traffic Control Division P.O. Box 1386
P.O. Box 424 Houston, Texas 77251-1386
Baytown, Texas 77522 713) 869-4571
Page 7 of 7