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1992-145e:wpdocs\2181krev. NOTE: REPEALED BY ORDINANCE 92-194. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT WITH THE TEXAS STATE DEPARTMENT OF HIGHWAYS AND PUBLIC TRANSPORTA- TION FOR INSTALL~kTION OF TRAFFIC SIGNAL CONTROLLERS ON FM 2181 AT ITS INTERSECTION WITH INTERSTATE HIGHWAY 35E, OAK MEADOW DRIVE, AND LONDONDERRY LANE IN DENTON; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE; AND DECLARING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. That the city Manager is hereby authorized to execute an agreement with the Texas State Department of Highways and Public Transportation for installation of traffic signal controllers on FM 2181 at its intersection with Interstate Highway 35E, Oak Meadow Drive, and Londonderry Lane in Denton. SECTION I~. That the city Council hereby authorizes the expenditure of funds in the manner and amount as specified in the agreement. SECTION III. That Ordinances No. 92-104 is repealed. SECTION IV. That this ordinance shall become effective immediately upon its passage and approval. ~ PASSED AND APPROVED this the/~ day of~ 1992. ATTEST:. BOB CASTLEBERRY, ~ ~,~ JENNIFER WALTERS, CITY SECRETARY APPR~}VED A~TO LEGAL FORM: DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY Agreement No. STATE OF TEXAS COUNTY OF TRAVIS AGREEMENT FOR THE INSTALLATION OF TRAFFIC SIGNAL CONTROLLERS BY A MUNICIPALITY THIS AGREEMENT is made by and between the State of Texas, acting through the Texas Department of Transportation, hereinafter called the "State", and the City of Denton , Der~ton County, Texas, hereinafter called the "City", acting~y aqd,t~hr_,ough its duly authorized officers as evidence by'l=l~s~'~/Ordinance No. ~, hereinafter acknowledged by reference. WlTN_ESSETH WHEREAS, the State owns and maintains a system of highways and roadways, including F.M. 2181 and 1-35E, in the City of Denton; and WHEREAS, the City has requested the State to reimburse the cost of obtaining and installing the traffic signal controllers at the intersection of 1-35E and FM 2181, the intersection of FM 2181 and Oak Meadow Drive, and the intersection of FM 2181 and Londonderry Lane, hereinafter called the "Project"; and WHEREAS, the State and City wish to cooperate in the construction of this Project: and WHEREAS, the City desires that equipment be provided that is compatible with standard signal operation and; and WHEREAS, it is in the best interest of the City and the State for the City to assist the State in supplying traffic control equipment on the Project; and WHEREAS, on this 29th day of November, 1988, the Texas Transportation Commission passed Minute Order No. 88031, approving the Project; and WHEREAS, the project has been designated as a federal-aid program and thus this agreement shall be made in accordance with Federal Highway Administration (FHWA) procedures~and regulations; and WHEREAS, the State is authorized to enter into an agreement with the City for the Project pursuant to Article 6673-b, V.A.C.S.; Sheet 1 of 8 NOW YM£R~ORE, in consideration of the premises and of the mutual covenants and agreements of the pa~ies hereto to be by them respe~ively kept and pe~ormed as ~ereinaffer set fo~h, it is agreed as follows: ARTICLE 1. CONTRACT PERIOD This agreement becomes effective on final execution by the State and shall remain in effect as long as said traffic signal controller is in operation at the described location, or unless otherwise terminated or modified as hereinafter provided. ARTICLE 2, CONSTRUCTION RESPONSIBILITIES A. For all items of construction other than furnishing and installing the traffic signal controller, the State will prepare the construction plans, advertise for bids, and let the construction contract, or otherwise provide for the construction and will supervise the construction as required by said plans. The State will secure the City's approval of construction plans prior to award of contract. B. The furnishing and installation of the traffic signal controller will be part of the construction to be undertaken by the City, and the State will reimburse the City for its contribution to the Project, as prescribed under Article 3, "Compensation." ARTICLE 3. COMPENSATION A. The maximum amount under this agreement without modification is $ 34,180.95. A cost estimate of the work authorized under this agreement is marked "Attachment A", attached hereto and made a part of this agreement. B. The State will reimburse the City the cost of furnishing and installing the traffic signal controller as to the location and manner of construction as shown and described in the plans and specifications. C. The State will reimburse the City for properly supported costs incurred under the terms and conditione of this agreement. Costs incurred prior to the issuance of a written "Work Order" by the State will not be reimbursed. Reimbursement will be made by the State to the City f.or.labor, equipment use, materials, supplies, travel expenses, and warehouse or material handling charges provided the City has paid from City funds their obligations covering items of costs previously billed. Sheet 2 of 8 ARTICLE 4. PAYMENTS A. The City shall submit the State's Form 132, Billing Statement, or other type of invoice acceptable to the State upon completion of the Project and the State's acceptance thereof. B. An original and four (4) copies of the Billing Statement should be submitted to the following address: P.O. Box 3067, Dallas, Texas 75221-3067. C. All billing statements shall be properly documented, summarizing the costs by description of work performed, quantity of materials and devices, unit price, labor costs, and extensions. D. The State shall make payment to the City within thirty (30) days from receipt of the City's request for payment, provided that the request is properly prepared, executed, and documented. E. Unsupported charges or charges after final acceptance by the State will not be considered eligible for reimbursement. The State will prepare a final audit upon completion of the work authorized or at any time an audit is deemed to be in the best interest of the State. ARTICLE 5. PERSONNEL, EQUIPMENT, AND MATERIAL A. The City will use labor and supervisory personnel employed directly by the City, and using City-owned machinery, equipment, and vehicles necessary for the work. In the event that the City does not have the necessary machinery, equipment, and vehicles necessary to perform the work; the machinery, equipment, and vehicles may be rented or leased as necessary at the Iow bid price submitted by at least two approved bidders. B. Reimbursement for the use of materials purchased by other than competitive bid procedures will be made only if such procedures are shown to be in the public interest and provided the State shall have given prior approval for the use of said materials. All materials used for the work shall be new and undepreciated. ARTICLE 6. INSPECTION OF WORK A. The State shall make suitable, frequent, and complete inspection of all materials, and equipment, .and the work of installation to determine and permit certification that the Project and its components meet all applicable requirements of the plans and specifications in suitable condition for operation and maintenance by the City after its completion. Sheet 3 of 8 B. The City will provide opportunities, facilities and representative samples, as may be required, to enable the State to carry on suitable, frequent, and complete inspection of all materials, and application methods, sufficient to afford determination and certification by the State that all parts of the installation and the component materials comply with the requirements of the approved plans and specifications. The State will promptly noti~ the City of any failure of materials, equipment or installation methods, and the City will take such measures as necessary to obtain acceptable systems components and installation procedures without delay. ARTICLE 7. MAINTENANCE AND OPERATION RESPONSIBILITIES Upon completion of the Project, the City agrees to operate and maintain at its own expense, the traffic signals as a part of the street system and agrees to assume the cost of all electrical power required for signal operation, including the electrical power needed during test periods. ARTICLE 8. TERMINATION A. This agreement may be terminated by one of the following conditions: (1) By mutual agreement and consent of both parties. (2) By the State by writing notice to the City as consequence of failure by the City to perform the services and obligations set forth in a satisfactory manner and within the limits provided, with proper allowances being made for circumstances beyond the control of the City. (3) By either party, upon thirty (30) days written notice to the other. B. If, at any time, the City fails to assume the construction responsibilities as prescribed herein or the maintenance and operation responsibilities for the traffic signals in a satisfactory manner as determined by the State, the State reserves the right to assume the construction responsibilities or to arrange for maintenance and operation responsibilities at the expense of the City. ARTICLE 9. INDEMNIFICATION TO the extent permitted by law, the City shall save harmless the State from all claims and liability due to activities of itself, its agents, or employees, performed under this agreement and which result from an error, omission, or negligent act of the City or of any person employed by the City. The City shall also save harmless the State from any and all expenses, including attorney fees which might be incurred by the State in litigation or otherwise resisting said claim or liabilities which might be imposed on the State as the result of such activities by the City, 'its agents or employees. Sheet 4 of 8 ARTICLE 10. REMEDIES Violation or breach of contract terms by the City shall be grounds for termination of the agreement, and any increased cost arising from the City's default, breach of contract, or violation of terms shall be paid by the City. This agreement shall not be considered as specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. ARTICLE 11. DISPUTES Should disputes arise as to responsibilities and obligations as set forth in this agreement, the State's decision shall be final and binding. ARTICLE 12. SUBLET'rING The City shall not sublet or transfer any portion of its responsibilities and obligations under this agreement unless specifically authorized in writing by the State. In the event subcontracts are entered into by .the City, the subcontractors must adhere to the provisions of this agreement. ARTICLE 13. AMENDMENTS Changes in the time frame, character, responsibilities, or obligations authorized herein shall be enacted by written amendment. Any amendment to this agreement must be executed by both parties. ARTICLE 14, INSURANCE City, as a self-insured entity performing work only with City forces, shall extend the protection of its self-insurance to the State for any and all damages and injuries arising from City's performance under this Agreement. The provisions of this paragraph are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity. ARTICLE 15, suCcESSORS AND ASSIGNS The City shall not assign or otherwise transfer its rights or obligations under this agreement except with the prior written consent of the State. Sheet 5 of 8 ARTICLE 16. INSPECTION OF CITY'S BOOKS AND RECORDS The State shall, for purpose of termination of the agreement prior to completion, examine the books and records of the City for the purpose of checking the amount of the work performed by the City at the time of contract termination. The City shall maintain all books, documents, papers, accounting records and other documentation relating to costs incurred under this contract and shall make such materials available to the State, FHWA or its duly authorized representatives for review and inspection at its office during the contract period and for three (3) years from the date of final payment under this contract or until impending litigation is resolved. Additionally, the State, FHWA and its duly authorized representatives shall have access to all records of the City which are directly applicable to this contract for the purpose of making audits, examinations, excerpts and transcriptions. ARTICLE 17. LEGAL CONSTRUCTION In case any one or more of the provisions contained in this agreement shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this agreement shall be .construed as if such invalid, illegal, or unenforceable provisioh had never been contained herein. ARTICLE 18. GOVERNING LAWS AND VENUE This agreement shall be construed under and in accordance with the laws of the State of Texas. Any legal actions regarding the parties obligations under this agreement must be filed in Travis County, Texas. ARTICLE 19. PRIOR AGREEMENTS SUPERSEDED This agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. ARTICLE 20. OMB A-128 AUDIT REQUIREMENTS The City shall comply with the requirements of the Single Audit Act of 1984, P.L. 98-502, ensuring that the single audit report includes the coverage stipulated in paragraphs 6, 8, and 9 of OMB Circular No. A-128. ARTICLE 21. PROCUREMENT STANDARDS The City shall adhere to the procurement standards set forth in Title 49 CFR Part 18.32. Sheet 6 of 8 ARTICLE 22. PROPERTY MANAGEMENT STANDARDS The City shall adhere to the property management standards set forth in Title 49 CFR Part 18.36. ARTICLE 23. COMPLIANCE WITH LAWS The City shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any court, administration bodies, or tribunals in any matter affecting the performance of the agreement, including without limitation worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws, permits and regulations. When required, the City furnish the State with satisfactory proof of compliance. ARTICLE 24. CIVIL RIGHTS COMPLIANCE The City shall comply with the regulations of the Department of Transportation as they relate to nondiscrimination (49 CFR 21 and 23 CFR 710.405 lB)); also Executive Order 11246 titled "Equal Employment Opportunity ", as amended by Executive Order 11375 and as a supplemented in the Department of Labor regulations (41 CFR 60). ARTICLE 25. MINORITY BUSINESS ENTERPRISE PROGRAM REQUIREMENTS The City agrees to comply with the requirements set forth in Exhibit B, "Minority Business Enterprise Program Requirements". ARTICLE 26. DEBARMENT CERTIFICATIONS (APPLICABLE TO AGREEMENTS WHICH EXCEED $100,000) The City is prohibited from making any award at any tier to any party which is debarred or suspended or other wise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549, Debarment and Suspension. The City shall require any party to a subcontract or purchase order awarded under this contract as specified in Title 49 of the Code of Federal Regulation, Part 29 (Debarment and Suspension) to certify its eligibility to receive federal funds and, when requested by the State, to furnish a copy of the certification. Sheet 7 of 8 IN WITNESS WHEREOF, The State and the City have signed duplicate counterparts of the Agreement. CITY OF DENTON THE STATE OF TEXAS ~~~.~~/ Ce.ified as being executed for the purpose and effect of activating and/or carrying out the Signature established policies, or work programs heretofore approved and LLOYD V, HARRF!:L- CITY MANAGER authorized by the Texas Typed Name and Title Transportation Commission under the authority of Minute Order 100002: Date By: Signature A3-1'EST: JENNIFER WALTERS, CITY SECRETARY TRAFFIC OPERATIONS ENGINEER APPROVED AS TO LEGAL FORM: DEBRA A. DRAYOVITCH, CITY ATI'ORNEY Sheet 8 of 8 ATTACHHENT A (CONTD) Equipment and associated costs of installing three permanent traffic signal controllers and cabinets at three j~i]ters_~ on FM 2181 in Denton are as follows: Personal Services HOURS PATE TOTAL Paul Iwuchukwu (Traffic Engineer).. 40 @ 20.?2 = 828.80 Manny Coronado (Traffic Supervisor),35 ~ 17.69 = 619.15 Jeff Gann (Traffic Tech) ....... 35 @ 14.54 = 508,90 Les Gibson (Traffic Tech) ....... 35 @ 13.87 = 485.|5 Mike May (Traffic Tech) ....... 35 @ 13.47 = 471.45 Consultant Cost for Signal Synchronization ................... 30 @ 60.00 Contractor. Cost for Manual Traffic Counts .................... = 600.00 =========================== Labor cost Sub Total = 5,3i3.75 EOuiDmen~ co~J~ Q'rY COST TOTAL Transyt 1880EL 8 phase Controller and Cabinet complete with all plu~ables & Model 12EL LCD 2 @ §,798.00= li,596.00 Conflict Monitor. Transyt 1880EL Controller and Cabtllet (~ame as above but for Diamond operation) i @ 6,.156.U0= 6,-156.00 Cano~a (P[g4T} Detector AmpLifiers. 8 · 460.00 = :~,680.00 Cano~a Power Supplies 3 @ 262.00 = 786.00 >lisc Elect~'~cal Items 3 @ 50.00 Equipment cost Sub Total = 22,668.00 Total cost (Permanent Signals) = 27,981.75 Total Project coat = 34,180.95 questions please contact Paul Iwuchukwu at (817} $66-835~. Exhibit "B" SPECIAL PROVISION MINORITY BUSINESS ENTERPRISE REQUIREMENTS It is the policy of the Department of Transportation that Minority Business Enterprises as defined in 49 CFR Part 23, Subpart A, shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds. Consequently, the Minority Business Enterprise requirements of 49 CFR Part 23, exclusive of Subpart D, apply to this contract as follows. The City agrees to ensure that Minority Business Enterprises, as defined in 49 CFR Part 23, Subpart A, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds. In this regard, the City shall take all necessary and reasonable steps in accordance with 49 CFR Part 23, exclusive of Subpart D, to ensure that Minority Business Enterprises have the maximum opportunity to compete for and perform contracts. The City and any of its subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of contracts funded in whole or in part with Federal funds. These requirements shall be physically included in any subcontract. Failure to carry out the requirements set forth above shall constitute a breach of contract and, after the notification of the Department, may result in termination of the contract by the State or other such remedy as the State deems appropriate.