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HomeMy WebLinkAbout021470 RES - 09/01/1992A RESOLUTION AUTHORIZING CITY MANAGER OR HIS DESIGNEE TO EXECUTE REVISED CONTRACTUAL AGREEMENT WITH THE TEXAS DEPARTMENT OF TRANSPORTATION FOR RECEIPT OF FEDERAL PLANNING FUNDS FOR THE PURPOSE OF MAINTAINING A COMPREHENSIVE COORDINATED AND CONTINUING TRANSPORTATION PLANNING PROCESS FOR THE CORPUS CHRISTI TRANSPORTATION MANAGEMENT AREA. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager or his Designee is hereby authorized to execute a revised contractual agreement with the Texas Department of Transportation for the receipt of federal planning funds for the purpose of maintaining a comprehensive coordinated and continuing transportation planning process for the Corpus Christi Transportation Management Area, all as more fully set forth in the revised contractual agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit A. A 1"IIEST:7-- 1, vJ Armando Chapa, City Secretary MAY THE CI CORPUS CHRISTI APPROVED: 2(; lit DAY OF O ,ri5-1- , 1992 JAMES R. BRAY, JR., CITY ATTORNEY By: 0--11/wk /Lit(AA,Cr Assistant City Attorney Nunns5000.205.ajr 021470 MiCROEILMEu URBAN TRANSPORTATION PLANNING CONTRACT 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 Corpus Christi, which has been designated the Metropolitan Planning Organization (MPO) of the Corpus Christi urbanized area(s), hereinafter called the MPO. WITNESSETH WHEREAS, 23 USC 134 and Section 8 of the Federal Transit Act, as amended by the Intermodal Surface Transportation Efficiency Act of 1991, requires that Metropolitan Planning Organizations, in cooperation with the State, shall develop transportation plans and programs for urbanized areas of the State; and WHEREAS, 23 USC 104(f), as amended by the Intermodal Surface Transportation Efficiency Act of 1991, authorizes Metropolitan Planning (PL) Funds and Federal Transit Act Section 8 Funds to be made available to Metropolitan Planning Organizations (MPO) duly designated by the Governor of each of the several States to support the urban transportation planning process; and, WHEREAS, the federal share payable for authorized activities utilizing Section 8 and Metropolitan Planning (PL) Funds is 80% of allowable costs; and, WHEREAS, Texas Civil Statutes Article 6674d and 6674d-1 authorize the State to expend federal and state funds for improvements to the State Highway System, and for improvements to roads not on the system of the state highways, as may be necessary for proper construction and prosecution of the work; and, WHEREAS, Texas Civil Statutes Article 6674d and 6674d-1 authorize the State to provide the necessary cash or in-kind match of 20% of allowable costs for planning the integrated network of Federal, State, and local roads; and, WHEREAS, State funds, Metropolitan Planning (PL) Funds, and Section 8 Funds are to be used in conjunction with work conducted under the terms of this contract; and, WHEREAS, the Governor of the State of Texas has designated the City of Corpus Christi acting through their Transportation Policy Board to be the MPO for the above-mentioned urbanized area(s); and, WHEREAS, an area equal to or larger that the above-mentioned urbanized area has been delineated in accordance with Federal guidelines where required Transportation Planning activities may take place; said area is shown in Attachment A and hereinafter called the Metropolitan Planning Area; and, Page 1 of 15 IT WHEREAS, the Governor of the State of Texas and the City of Corpus Christi have executed an agreement pursuant to the MPO designation, said agreement as it was executed and any subsequent amendments being attached hereto as Attachment B and made a part hereof; NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements of the parties hereto to be by them respectively kept and performed, as hereinafter set forth, the State and the MPO do agree to as follows: AGREEMENT Article 1. Contract Period This agreement becomes effective when signed by all parties hereto and shall extend for the succeeding six years. It is provided, however, that nothing shall obligate the State to the MPO if the Governor's designation of the MPO is withdrawn or if federal funds cease to become available within the six-year period or if the contract is terminated as hereinafter provided. At the end of six years, this agreement shall be reviewed and an amendment or a new agreement executed, if both parties agree to the need for an amendment or a new agreement. If all terms and conditions of this agreement remain viable, no amendment or new agreement shall be required. In the event that no amendment or new agreement is required, a letter from the State to the MPO shall constitute renewal of the agreement for an additional six years, subject to all terms and conditions herein specified. Article 2. Responsibilities of the State The responsibilities of the State are as follows: 1. Make available to the MPO the appropriate federal transportation planning funds and the required local matching funds as authorized by the Texas Transportation Commission. Future federal apportionment of planning funds will be allocated whenever they become available. 2. Provide, as appropriate, technical assistance and/or guidance in the collection, processing, and forecasting of socio-economic data needed for development of traffic forecasts and planning proposals within the Metropolitan Area Boundary. 3. Collect, process and forecast vehicular travel volume data in cooperation with the MPO. 4. Jointly promote the intermodal development of the State's transportation system within the Metropolitan Area Boundary by identifying points in the system where access, connection, and coordination between the modes and inter -urban facilities would benefit the entire system. 1 II T Page 2 of 15 5. Share information and information sources concerning transportation planning issues. Article 3. Responsibilities of the MPO The responsibilities of the MPO are as follows: 1. Utilize funds provided in accordance with Article 2, Section 1 of this contract to develop and maintain a comprehensive regional transportation planning program in conformity with requirements of 23 USC Section 134(f) and 49 USC Section 8. 2. Assemble and maintain adequate competent, staff to perform all appropriate MPO activities required by law. A "Transportation Planning Director" shall be designated to administer the program. The Transportation Planning Director who shall serve in a full time capacity for Transportation Management Areas, shall take planning policy direction from and be responsible to the designated MPO Transportation Policy Board. For the non - Transportation Management Areas, the Transportation Planning Director shall take planning policy direction from and be responsible to the designated MPO Transporation Policy Board while acting in the Transportation Planning Director capacity. All MPO Transportation Planning staff shall be supervised by the Transportation Planning Director regardless of agency affiliation. The Transportation Director shall also act as a liaison to the State's transportation planning program through the State's District Transportation Planning Administrator and the State's Austin Division of Transportation Planning representative. 3. Collect, maintain, forecast and report to the State on a timely basis appropriate socio-economic, roadway and travel data, in cooperation with Texas Department of Transportation. 4. Maintain required accounting records for state and federal funds consistent with current federal and state requirements. 5. Prepare all required plans, reports, programs, data, and certifications in a timely manner. Maintain a Transportation Planning General Information Data Base whose contents are to be agreed upon by the MPO, the State, the Federal Highway Administration (FHWA) and the Federal Transit Administration (FTA). 6. Develop a metropolitan transportation plan for the Metropolitan Area Boundary that will complement the Statewide Multimodal Transportation Plan required by the Page 3 of 15 state and federal law. As a minimum the MPO shall consider in their planning process the (15) fifteen factors outlined in 23 USC Section 134(f). 7. Share information and information sources concerning transportation planning issues. Article 4. Unified Planning Work Program Each year the MPO shall submit to the State for approval a program of work which includes goals, objectives, and/or tasks required by each of the several agencies involved in the urban transportation planning process. This program of work is to be called the Unified Planning Work Program (UPWP) or any name that may be specified in later federal or state regulations, and each year's approved UPWP shall be incorporated into this contract by reference as Attachment C. The budget and statement of Work for will be as included in each UPWP. Transportation must approve the UPWP may be incurred thereunder for the new amount payable for each year will not included in the UPWP. each year of this contract The U.S. Department of in writing before any costs fiscal year, and the maximum exceed the estimated budget The effective date of each UPWP will be October 1 of each applicable fiscal year or the date of federal approval, whichever occurs later. On that date, the UPWP shall constitute a new federal project and shall supersede the previous UPWP. This provision of the contract will eliminate the necessity for annual amendments to reflect new funding and new tasks for each fiscal year. The UPWP shall comply with all applicable federal and state requirements, and will describe urban transportation and transportation related planning activities anticipated in the area during the next one or two year period, including any planning work to be performed with federal planning assistance, and as in any way specified in the Federal -Aid Policy Guide (FAPG) Parts 420 and 450 and FTA Circular 8100.1A and subsequent modifications as appropriate. Should any conflict be discovered between the terms of this contract and the UPWP, the terms of this contract shall prevail. Article 5. Compensation The State's payment of any cost incurred hereunder is contingent upon the following: a. Sufficient federal and state funds are available to the State for making payments hereunder. b. The incurred cost is authorized in the prevailing UPWP. The maximum amount payable under this contract shall not exceed Page 4 of 15 the total budget amount of one year year's approved budget as included in the UPWP. c. The cost has actually been incurred by the MPO and meets the following criteria: (1) is verifiable from MPO records (2) is not included as match funds for any other federally - assisted program (3) is necessary and reasonable for the proper and efficient accomplishment of program objectives (4) is the type of charges that would be allowable under OMB Circular A-87, "Cost Principles for State and Local Governments" (5) is not paid by the state or federal government under another assistance program unless authorized to be used as match under the other federal or state agreement and the laws and regulations to which it is subject. d. No work shall be performed in a fiscal year without the State's issuance of a work order subsequent to federal approval of the prevailing UPWP. The State's work order shall state the date of federal authorization and the effective date of the approved UPWP. e. The MPO is authorized to submit requests for payment of authorized costs incurred hereunder on a monthly basis. Each request for payment will be submitted in a manner acceptable to the State, which includes as a minimum the following information: (1) UPWP budget category or line item (2) description of the cost (3) quantity (4) price (5) extension (6) total f. The MPO's compliance with the terms of Article 3, Responsibilities of the MPO. Noncompliance with the terms of Article 3 may result in cancellation of work authorization and/or suspension of payments. Article 6. Indemnification To the extent possible under State law, the MPO shall save harmless the State from all claims and liability due to the acts or omissions of the MPO, its agents or employees. To the extent possible under State law, the MPO also agrees to save harmless the state from any and all expenses, including attorney fees, all court costs and awards for damages, incurred by the State in litigation or otherwise resisting such claims or liabilities as a result of any activities of the MPO, its agents or employees. Further, to the extent possible under State law, the MPO agrees to protect, indemnify, and save harmless the State from and against Page 5 of 15 11 all claims, demands and causes of action of every kind and character brought by any employee of the MPO 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 MPO or the State. Article 7. Inspection of Work The State and, when federal funds are involved, the U. S. Department of Transportation, and any authorized representative thereof, 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 MPO or a subcontractor, the MPO shall provide and require its 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 8. Work Performance All work performed hereunder shall be carried out in a professional and orderly manner, and the products authorized in the UPWP shall be accurate and exhibit high standards of workmanship. Article 9. Disputes The MPO shall be responsible for the settlement of all contractual and administrative issues arising out of procurement entered into in support of contract work. In the event of a dispute concerning the work performed hereunder in support of the urban transportation planning process, the Executive Director of the State shall act as referee, and his decision shall be final and binding. Article 10. Noncollusion The MPO warrants that it has not employed or retained any company or person, other than a bona fide employee working for it, to solicit or secure this contract, and that it has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon or resulting form the award or making of this contract. If the MPO breaches or violates this warranty, the State shall have the right to annul this contract without liability or, in its discretion, to deduct from the contract price or consideration, or otherwise recover the full amount of such fee, commission, brokerage fee, gift, or contingent fee. Page 6 of 15 Article 11. Reporting The MPO shall submit a quarterly performance report within 30 days after the end of the first three quarters and no later than 90 days after the end of the final quarter. During the term of the contract, the MPO shall promptly advise the State in writing of events which have a significant impact upon the contract, including: a. Problems, delays, or adverse conditions which will materially affect the ability to attain program objectives, prevent the meeting of time schedules and goals, or preclude 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 or federal assistance needed to resolve the situation. b. Favorable developments or events that enable meeting time schedules and goals sooner than anticipated or producing more work units than originally projected. Article 12. Records The MPO 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 time period covered and for three years from the date of final payment under the UPWP. Such materials shall be made available during the specified period for inspection by the State, the U.S. Department of Transportation and the Office of the Inspector General, and any of their authorized representatives for the purpose of making audits, examinations, excerpts, and transcriptions. Article 13. Subcontracts Any subcontract for services rendered by individuals or organizations not a part of the MPO's organization shall not be executed without prior authorization and approval of the subcontract by the State and, when federal funds are involved, the U.S. Department of Transportation. If the subcontract is authorized in the current approved Unified Planning Work Program, and if the MPO's procurement procedures have been approved by the State either directly or through self -certification by the MPO, the subcontract shall be deemed to be authorized and approved, provided that the subcontract includes all provisions required by the State and the U.S. Department of Transportation. Subcontracts in excess of $25,000 shall contain all required provisions of this contract. No subcontract will relieve the MPO of its responsibility under this contract. Page 7 of 15 "Ur Article 14. Termination The State may terminate this contract at any time before the date of completion if the Governor withdraws his designation of the MPO or if it is determined that the MPO has failed to comply with the conditions of the contract. The State shall give written notice to the MPO at least seven days prior to the effective date of termination and specify the effective date of termination. The State may terminate this contract for reasons of its own, subject to agreement by the MPO. If both parties to this contract agree that the continuation of the contract would not produce beneficial results commensurate with the further expenditure of funds, the parties shall agree upon the termination conditions. Upon termination of this contract, whether for cause or at the convenience of the parties hereto, all finished or unfinished documents, data, studies, surveys, reports, maps, drawings, models, photographs, etc., prepared by the MPO shall, at the option of the State, be delivered to the State. The State shall compensate the MPO for those eligible expenses incurred during the contract period which are directly attributable to the completed portion of the work covered by this contract, provided that the work has been completed in a manner satisfactory and acceptable to the State. The MPO shall not incur new obligations for the terminated portion after the effective date of termination. Except with respect to defaults of subcontractors, the MPO 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 MPO 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 MPO. Such causes may include but are not limited to acts of God 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 MPO. Article 15. Remedies Violation or breach of contract terms by the MPO shall be grounds for termination of the contract. Any increased cost arising from the termination shall be paid by the MPO. This agreement shall not be considered as specifying the exclusive remedy for any dispute, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative. Page 8 of 15 Article 16. Gratuities Texas Transportation Commission policy mandates that employees of the State 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. 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 State employees, except as mentioned hereabove. Failure on the part of the MPO to adhere to this policy may result in termination of this contract. Article 17. Compliance with Laws The MPO shall comply with all Federal, State and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative 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 MPO shall furnish the State with satisfactory proof of its compliance therewith. Article 18. Successors and Assigns The State and the MPO 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 agreement. The MPO shall not assign, sublet, or transfer its interest in this agreement without written consent of the State. Article 19. Debarment/Suspension The MPO 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 MPO shall require any party to a subcontract or purchase order awarded under this contract as specified in Title 49 of the Code of Federal Regulations, 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. Article 20. Additional Work The MPO is not authorized to request payment for any work it may perform that is not included in the prevailing Unified Planning Work Program. Page 9 of 15 e ,r Article 21. Equal Employment Opportunity The MPO agrees to comply with Executive Order 11246 entitled "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor Regulations (41 CFR 60). Article 22. During the successors Nondiscrimination performance of this contract, the MPO, its assigns and in interest, agrees as follows: 1. Compliance with Regulations: The MPO shall comply with the regulations relative to nondiscrimination in federally -assisted programs of the U.S. Department of Transportation, Title 49, Code of Federal Regulations, Part 21 and Title 23, Code of Federal Regulations, Part 710.405(b), as they may be amended from time to time (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination: The MPO, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The MPO shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 and Part 710.405(b) or the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the MPO for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the MPO of the MPO's obligations under this contact and the Regulations relative to nondiscrimination on the grounds of race, color, sex, or national origin. 4. Information and Reports: The MPO shall provide all information and reports 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 the State or the U.S. Department of Transportation to be pertinent to ascertain compliance with such Regulations or directives. Where any information required of the MPO is in the exclusive possession of another who fails or refuses to furnish this information, the MPO shall so certify to the State or the U.S. Department of Transportation as appropriate, and shall set forth what efforts it has made to obtain the information. Page 10 of 15 1 5. Sanctions for Noncompliance: In the event of the MPO's noncompliance with the nondiscrimination provisions of this contract, the State shall impose such contract sanctions as it or the U.S. Department of Transportation may determine to be appropriate, including, but not limited to: * withholding of payment to the MPO under the contract until the MPO complies, and/or * cancellation, termination, or suspension of the contract in whole or in part 6. Incorporation of Provisions: The MPO shall include the provisions of paragraphs 1 through 6 in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The MPO shall take such action with respect to any subcontract or procurement as the State may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that in the event a MPO becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the MPO may request the State to enter into such litigation to protect the interests of the state; in addition, the MPO may request the United States to enter into such litigation to protect the interests of the United States. Article 23. Nondiscrimination on the Basis of Disability The MPO agrees that no otherwise qualified disabled person shall, solely by reason of his disability,k be excluded from participation in, be denied the benefits of, or otherwise be subject to discrimination under the project. The MPO shall insure that all fixed facility construction or alteration and all new equipment included in the project comply with applicable regulations regarding Nondiscrimination on the Basis of Disability in programs and Activities Receiving or Benefiting from Federal Financial Assistance, set forth at 49 CRT Part 27, and any amendments thereto. Article 24. Disadvantaged Business Enterprise Program requirements It is the policy of the U.S. Department of Transportation that Minority Business Enterprises as defined in 49 CFR 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 23, exclusive of Subpart D, apply to this contract as follows. * The MPO agrees to insure that Minority Business Enterprises as defined in 49 CFR 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 MPO shall take all necessary and reasonable steps in accordance with 49 CFR 23, exclusive of Subpart D, to insure that Minority Business Enterprises have the maximum opportunity to compete for and perform contracts. Page 11 of 15 * The MPO and any subcontractor 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 State, may result in termination of the contract by the State or other such remedy as the State deems appropriate. Article 25. Procurement The MPO shall maintain written procurement procedures that meet or exceed the requirements of 49 CFR 18, "Uniform Administrative Requirements for Grants and Cooperative Agreements with State and Local Governments," as it may be revised or superseded. These procedures will be used for all acquisitions authorized in any UPWP. The MPO agrees to comply with applicable Buy America requirements set forth in Section 401 of the Surface Transportation Assistance Act of 1978 (P.L. 95-599) and the Federal Transit Administration's Buy America regulations at 49 CFR 660. The MPO agrees to comply with the cargo preference requirements set forth in 46 USC 1241 and Maritime Administration regulations set forth in 46 CFR 381. Article 26. Environmental Protection and Energy Efficiency The MPO agrees to comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 USC 1857[h]); Section 508 of the Clean Water Act (33 USC 1368); Executive Order 11738 and Environmental Protection Agency regulations (40 CFR, Part 15). The MPO further agrees to report violations to the State. The MPO agrees to recognize 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). Article 27. Property Management The MPO shall maintain written property management procedures that meet or exceed the requirements of 49 CFR 18, "Uniform Administrative Requirements for Grants and Agreements with State and Local Governments," as it may be revised or superseded. These procedures will be used for any property acquired in whole or in part with federal or state funds provided through this contract. Page 12 of 15 Article 28. Audit The MPO shall comply with the requirements of OMB Circular A-128, "Audit Requirements for State and Local Governments," and shall promptly furnish the State a copy of each audit report. The MPO shall be responsible for any funds determined to be ineligible for federal reimbursement, and shall reimburse the State the amount of any such funds previously provided to it by the State. Article 29. Control of Drug Use The MPO agrees to comply with the terms of the Federal Transit Administration regulation, "Control of Drug Use in Mass Transportation Operations", set forth at 49 CFR Part 653. Article 30. Restrictions on Lobbying Pursuant to Section 319 of Public Law 101-121, which generally prohibits recipients of Federal funds from using those monies for lobbying purposes, the MPO shall comply with the attached Special Provision "New Restrictions on Lobbying", which is included as Attachment E. Article 31. Amendments Any changes to one or more of the terms and conditions of this agreement shall not be valid unless made in writing and agreed to by the parties hereto before the change is implemented. Article 32. Distribution of Products The MPO will provide a number of copies to be specified by the State of all information, reports, proposals, brochures, summaries, written conclusions, graphic presentations, and similar materials developed by the MPO and financed in whole or in part as provided herein. All reports published by the MPO shall contain a prominent credit reference to the State and the U.S. Department of Transportation, Federal Highway Administration and Federal Transit Administration: Prepared in cooperation with the Texas Department of Transportation and the U.S. Department of Transportation, Federal Highway Administration and Federal Transit Administration. Article 33. Ownership of Documents Upon Completion or termination of this contract, all documents prepared by the MPO or furnished to the MPO by the State shall be delivered to and become the property of the State. All such documents, photographs, calculations, programs and other data prepared or used under this contract shall be used by the State without restriction or limitation of further use. Page 13 of 15 Article 34. 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 uneforceability shall not affect any other provision thereof and this agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Article 35. Prior Agreements 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. r Page 14 of 15 Article 36. Signatory Warranty The undersigned signatory for the MPO hereby represents and warrants that he is an officer of the MPO and that he has full and complete authority to enter into this contact on behalf of the MPO. IN WITNESS WHEREOF, the State and the MPO have caused this contract to be executed, but the contract shall not be valid until signed by a duly authorized representative of each party. THE MPO THE STATE OF TEXAS By Certified as being executed for the purpose and effect of activating and/or carrying out the orders, Title established policies or work programs heretofore approved and authorized by the Texas Transportation Commission Date under the authority of Minute Order 100002. ATTEST By By Director of Transportation Planning Title Date Date For the purpose of this agreement, the following addresses shall be used to mail all required notices, reports, claims, and correspondence: For the MPO: For the District Office: Se cp,wricilah-dGa- Appt Jami City By 2 4' p Page 15 of 15 Corpus Christi, Texas / day of 19 The above resolution was passed by the following vote: Mary Rhodes Cezar Galindo Leo Guerrero Betty Jean Longoria Edward A. Martin Joe McComb Dr. David McNichols Clif Moss Mary Pat Slavik 066 a 021470