2011-199ORDINANCE NO. � Q � � - / [ 7
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFES SIONAL
SERVICES AGREEMENT (PSA) WITH INNOVATIVE TRANSPORTATION SOLUTIONS, INC.
FOR TRANSPORTATION SERVICES AS SET FORTH IN THE CONTRACT; AND
PROVIDING AN EFFECTIVE DATE (FILE 4848-PROFESSIONAL SERVICE AGREEMENT
FOR TRANSPORTATION CONSULTANT SERVICES TO INNOVATNE TRANSPORTATION
SOLUTIONS, INC. FOR A TOTAL AMOUNT OF $126,000).
WHEREAS, the professional services provider (the "Provider) mentioned in this ordinance is
being selected as the most highly qualified on the basis of its demonstrated competence and
qualifications to perform the proposed professional services; and
WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent
with and not higher than the recommended practices and fees published by the professional
associations applicable to the Provider's profession and such fees do not exceed the maximum
provided by law; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee, is hereby authorized to enter into a
professional service contract with Innovative Transportation Solutions, Inc. to provide transportation
consultation services for the City of Denton, a copy of which is attached hereto and incorporated by
reference herein.
SECTION 2. The City Manager, or his designee, is authorized to expend funds as required
by the attached contract.
SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the
authoriiy to take any actions that may be required or permitted to be performed by the City of Denton
under File 4848 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 4. The findings in the preamble of this ordinance are incorporated herein by
reference.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the � day of C-} ,2011.
1� ��,
MARK A. BURROW�IS, NI�AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
3-O - ile 4848
STATE OF TEXAS §
§
COUNTY OF DENTON §
PROFESSIONAL SERVICES AGREEMENT
FOR TRANSPORTATION STRATEGIC PLANNING, FUNDING AND PROJECT
MANAGEMENT
THIS AGREEMENT is made and entered into as of the lst day of October, 2011, by
and between the City of Denton, Texas, a Texas municipal corporation, with its principal office
at 215 East McKinney Street, Denton, Texas 76201, hereinafter called "CITY"; and Innovative
Transportation Solutions, Inc., with its offices at 2701 Valley View Lane, Farmers Branch, Texas
75243, hereinafter called "CONSULTANT"; the CITY and CONSULTANT are acting herein,
by and through their duly-authorized officials and representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually AGREE as follows:
ARTICLE I
ENGAGEMENT OF CONSULTANT
The CITY hereby contracts with the CONSULTANT, as an independent contractor; and
the CONSULTANT hereby agrees to perform the services herein in connection with the Project
as stated in the sections to follow, with diligence and in accordance with the professional
standards customarily obtained for such services in the State of Texas. The professional services
to be performed by CONSULTANT are in connection with the following described project
(hereinafter referred to as the "Project") and further detailed in Article II listed below:
The project shall include without limitation, professional transportation policy and program
services that are necessary, as described in the CONSULTANT' S Proposal to CITY,
outlined in Exhibit "A" attached hereto and incorporated herewith by reference, to assist
the CITY in delivery of selected transportation programs and projects ("Project").
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. The CONSULTANT shall perform all those Basic Services as necessary, and as
described in the CONSULTANT'S "Scope of Services", which is attached hereto and
incorporated herewith by reference as Exhibit "A".
B. If there is any conflict between the terms of this Agreement and the Exhibit attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached Exhibits.
C. CONSULTANT shall keep CITY informed with a defined reporting system, and by
personal meetings. All lines of communication shall remain open with both the CITY and
the affected property owners.
D. CONSULTANT shall be available for any unexpected issues that may arise after the
completion of the contract requirements and statement of work.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the CITY in
writing, which are not included in the above-described Basic Services, are described as follows:
A. Any additional services not included in Basic Services.
ARTICLE IV
DURATION OF AGREEMENT
and
COMPLETION OF SERVICES
This Agreement shall become effective upon execution of this Agreement by the CITY
and the CONSULTANT and upon the issuance of a notice to proceed by the CITY, and shall
remain in effect thru September 30th, 2012, or until successful completion of the Project,
including Additional Services, if any, and any required extensions approved by the CITY, and
acceptance by the CITY has been achieved. This Agreement may be sooner tern�inated in
accordance with the provisions hereof. Time is of the essence in this Agreement.
CONSULTANT's work shall be completed no later than September 30th, 2012. The
CONSULTANT shall make all reasonable efforts to complete the services set forth herein as
expeditiously as possible and to meet the schedule established by the CITY, acting through its
City Manager or his designee.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in
employrnent of others in outside firms for services.
2. "Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation, travel,
communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the CITY agrees to pay a total fee, including
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reimbursement for direct non-labor expenses, not to exceed ONE HUNDRED
TWENTY-SIX THOUSAND DOLLARS ($126,000.00) (the "Annual Fee") per year.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the CITY through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered. The City of
Denton shall agree to pay the Consultant TEN THOUSAND FIVE HUNDRED DOLLARS
($10,500.00) (the "Monthly Payment") per month towards the City's annual fee obligations,
in accordance with the above provisions. The CITY may withhold the final five percent
(5%) of the contract amount until satisfactory completion of the Project.
Nothing contained in this Article shall require the CITY to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The CITY shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the CITY for any charge, expense, or reimbursement above the maximum
not to exceed fee as stated, without first having obtained written authorization from the
CITY. The CONSULTANT shall not proceed to perform the services listed in Article III
"Additional Services," without obtaining prior written authorization from the CITY.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the CITY
in Article III hereinabove, the CONSULTANT, as stipulated in CONSULTANT' S
"Pricing and Fees" to the CITY, attached hereto and incorporated herewith by reference
as Exhibit "A", shall submit invoices for additional services and such invoices shall be
due and payable upon submission by the CONSULTANT with CONSULTANT's regular
monthly statement as provided for hereinabove. Statements shall not be submitted more
frequently than monthly.
D. PAYMENT: If the CITY fails to make payments due the CONSULTANT for services
and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed
statement thereof, the amounts due the CONSULTANT will be increased by the rate of
one percent (1%) per month, from and after the said thirtieth (30�) day, and, in addition,
the CONSULTANT may, after giving seven (7) days written notice to the CITY, suspend
services under this Agreement until the CONSULTANT has been paid in full all amounts
due for services, expenses, and charges, provided, however, nothing herein shall require
the CITY to pay the late charge of one percent (1%) set forth herein if the CITY
reasonably determines that the work is unsatisfactory, in accordance with this Article V,
"Compensation."
E. CITY and CONSULTANT recognize that the scope of services and compensation under
this Agreement are predicated upon (i) current audit requirements imposed by laws,
regulations and professional standards relating to such services; (ii) expectations of
reasonable cooperation with CONSULTANT by CITY pursuant to this Agreement; and
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(iii) the absence of any irregularities or circumstances which might necessitate the
extension of audit services beyond the normal scope of auditing services.
F. Should (i) irregularities; (ii) the absence of such reasonable cooperation; (iii) increase in
the level of services required under applicable laws, regulations or professional standards;
or (iv) other unforeseen conditions be encountered which might necessitate the extension
of auditing work beyond the scope of normal auditing procedures, CONSULTANT
agrees to advise CITY promptly in writing of the circumstances and to request an
equitable adjustment in the maximum fee before significant additional time is incurred by
CONSULTANT. Any such requests for adjustments shall be in writing and shall contain
an explanation of why the adjustments are necessary.
G. CITY and CONSULTANT agree to negotiate in good faith to determine any equitable
adjustment in the maximum fee, or fees for requested additional services. Should the
CITY and the CONSULTANT be unable to agree upon an equitable adjustment within
fourteen (14) days of a written request, or such other time period as agreed upon in
writing by the CITY and the CONSULTANT, either party may, notwithstanding any
other provision in this Agreement, terminate this Agreement upon thirty (30) days written
notice to the other party. CITY shall be liable for time and expenses actually incurred by
CONSULTANT except for any such additional time and expense which has been
incurred as a result of the circumstances necessitating the adjustment.
ARTICLE VI
OSSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the CITY any defects or deficiencies in the work of the CONSULTANT or
any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the CITY upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and CITY's
use of these documents in other projects shall be at CITY's sole risk and expense. In the event
the CITY uses any of the information or materials developed pursuant to this Agreement in
another project or for other purposes than specified herein, CONSULTANT is released from any
and all liability relating to their use in that project.
�
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to CITY as an independent contractor, not as an
employee of the CITY. CONSULTANT shall not have or claim any right arising from employee
status.
ARTICLE IX
INDEMNITY AGREEMENT
CONSULTANT shall indemnify and save and hold harmless the CITY and its officers, agents,
and employees from and against any and all liability, claims, demands, damages, losses and
expenses, including but not limited to court costs and reasonable attorney fees incurred by the
CITY in each case solely for injury, death and physical damages to real or tangible personal
property to the extent resulting from the negligent acts or omissions of the CONSULTANT or its
officers, partners, agents, or employees in the execution, operation, or performance of this
Agreement; except that the indemnity provided for in this Section shall not apply to any liability
resulting from the sole negligence of CITY, its officers, agents, employees or separate
contractors, and in the event of joint and concurrent negligence of both CONSULTANT and
CITY, responsibility, if any, shall be apportioned comparatively in accordance with the laws of
the State of Texas.
As a condition to the foregoing indemnity obligation, CITY shall provide CONSULTANT with
prompt notice of any claim for which indemnification shall be sought hereunder and shall
cooperate in all reasonable respects with CONSULTANT in connection with any such claim.
CONSULTANT shall be entitled to control the handling of any such claim, with full disclosure
of any and all claims, and actions taken thereunder, to the CITY; and CONSULTANT shall be
entitled to defend or settle any such claim, in its sole discretion, with counsel of its own
choosing.
Nothing in this agreement shall be construed to create a liability to any person who is not a party
to this Agreement and nothing herein shall waive any of the party's defenses, both at law or
equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly reserved.
ARTICLE X
INSURANCE
Without limiting any of the other obligations or liabilities of the CONSULTANT, the
CONSULTANT shall provide and maintain during the performance of the Services under this
Agreement, and until the contracted work has been completed and accepted by the City of
Denton, the minimum insurance coverage as indicated hereinaften
1. During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in
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the State of Texas by the State Insurance Commission or any successor agency that has a
rating with Best Rate Carriers of at least an A- or above:
2. Comprehensive General Liability Insurance with bodily injury and property damage
limits of not less than $2,000,000 for each occurrence and not less than $2,000,000 in the
aggregate.
Automobile Liability Insurance with combined single limit bodily injury and property
damage of not less than $1,000,000 for each accident.
4. Consultant shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a$500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Consultant shall comply with the provisions in accordance with §406.096 of the Texas
Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Cornmission
(TWCC).
5. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
6. The CONSULTANT shall furnish insurance certificates or insurance policies at the
CITY's request to evidence such coverage's. Except for workers compensation,
employer's liability, and professional liability policies, the above insurance policies shall
name the CITY as an additional insured on all such policies. Such insurance shall not be
canceled or the coverage reduced without thirty (30) days' prior written notice (ten (10)
days if for premium nonpayment) to CITY and CONSULTANT. In such event, the
CONSULTANT shall, prior to the effective date of the change or cancellation, serve
substitute policies furnishing the same coverage.
Cancellation: City requires thirty (30) day written notice should any of the policies
described on the certificate be cancelled or materially changed before the expiration
date.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement may include the other party to the disagreement without the other's
approval.
�
ARTICLE XII
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days advance written notice to the other party.
B. This agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be effected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the nonperformance , and not less than thirty (30) days to cure the failure, and
(2) an opportunity for consultation with the terminating party prior to termination.
C. If the agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the CITY within thirty (30) days after the date of termination. The
CITY shall pay CONSULTANT for all services rendered and performed to the
reasonable satisfaction of CITY and for reimbursable expenses incurred prior to the date
of termination in accordance with the terms of this Agreement. Should the CITY
subsequently contract with a new CONSULTANT for the continuation of services on the
audit engagement, CONSULTANT shall reasonably cooperate in providing information
in accordance with, and to the extent required by, applicable professional standards and
subject to the terms of this Agreement. The CONSULTANT shall turn over all
documents prepared or furnished by CONSULTANT for delivery to CITY pursuant to
this Agreement to the CITY on or before date of termination, provided that prior thereto,
with respect to the documents such as working papers which are merely drafts and not
necessarily appropriate for CITY's use or reliance, the parties shall negotiate in good
faith a non-disclosure agreement and/or release in a form satisfactory to both parties.
CONSULTANT may maintain copies of such documents for file documentation.
ARTICLE XIII
SUSCONTRACTING
Neither this Agreement, nor the services to be provided hereunder may be assigned or
subcontracted without prior written approval of CITY.
ARTICLE XIV
RETENTION OF AND ACCESS TO RECORDS
CONSULTANT agrees that CITY shall, until the expiration of five (5) years after the final
payment under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers, and records of the CONSULTANT involving
transactions relating to this Agreement. CONSULTANT agrees that CITY shall have
access during normal working hours to all necessary CONSULTANT facilities and shall
be provided adequate and appropriate working space in order to conduct audits in
compliance with this section. CITY shall give CONSULTANT reasonable advance
notice of intended audits.
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ARTICLE XV
RESPONSIBILITY FOR CLAIMS AND LIABILITIE5
Approval by the CITY shall not constitute, nor be deemed a release of the responsibility
and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and
subconsultants for the accuracy and competency of their work; nor shall such approval be
deemed to be an assumption of such responsibility by the CITY for any defect in the work
prepared by the CONSULTANT, its employees, associates, agents, subcontractors and
subconsultants.
ARTICLE XVI
NOTICES
All legal notices and communications required or permitted under this Agreement shall
be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the addresses shown below, certified mail, return receipt requested, unless
otherwise specified herein:
To CONSULTANT:
John Polster, President
Innovative Transportation Solutions, Inc.
2701 Valley View Lane
Fartners Branch, TX 75234
FAX (972) 484-4545
To CITY:
City of Denton
George Campbell
City Manager
215 E. McKinney
Denton, TX 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days after the date of mailing.
ARTICLE XVII
ENTIRE AGREEMENT
This Agreement, consisting of twelve (12) pages, Exhibit A, and Attachment A,
constitutes the complete and final expression of the Ageement of the parties, and is intended as
a complete and exclusive statement of the terms of their agreements, and supersedes all prior
contemporaneous offers, promises, representations, negotiations, discussions, communications,
understandings, and agreements which may have been made in connection with the subject
matter of this Agreement.
ARTICLE XVIII
SEVERABILITY
If any provision of this Agreernent is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
��
ARTICLE XIX
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
ARTICLE XX
EMPLOYMENT PRACTICES / DISCRIMINATION PROHIBITED
In performing the services required hereunder, CONSULTANT sha11 not discriminate against
any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical
handicap. CONSULTANT agrees that in connection with the services to be provided to CITY
hereunder that it will comply with all applicable laws and regulations regarding employrnent
discrimination applicable to CONSULTANT.
ARTICLE XXI
PERSONNEL / CONFLICTS OF INTEREST
A. CONSULTANT represents that it has or will secure at its own expense all professional
and support personnel required to perform all the services required under this Agreement.
Such personnel shall not be employees or officers of, nor have any contractual relations
with CITY. CONSULTANT shall inform the CITY of any conflict of interest under the
Standards of Professional Appraisal Practice of the Appraisal Institute composed of the
Uniform Standards of Professional Practice (USPAP), promulgated by the Appraisal
Standards Board of The Appraisal Foundation that may be discovered or arise during the
term of this Agreernent.
B. All services required hereunder will be performed by CONSULTANT. All personnel
engaged in work shall have the necessary skills and experience, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XXII
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement, and shall not
transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without
the prior written consent of the CITY.
ARTICLE XXIII
MODIFICATION OR AMENDMENT
No waiver or modification of this Agreement or of any covenant, condition or limitation herein
contained shall be valid unless in writing and duly executed by the party to be charged therewith
and no evidence of any waiver or modification shall be offered or received in evidence in any
�
proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or
obligations of the parties hereunder, unless such waiver or modification is in writing, duly
executed; and, the parties further agree that the provisions of this section will not be waived
unless as herein set forth.
No amendment of this Agreement shall be valid unless in writing and signed by both parties.
ARTICLE XXIV
FORCE MAJEURE
Notwithstanding any other provision in this Agreement, CONSULTANT shall not be liable or
held responsible for any failure to perform or delays in performing its obligations under this
Agreement, including but not limited to, the completion of the audit and issuance of its report
thereon, which result from circumstances or causes beyond CONSULTANT's reasonable
control, including, without limitation, acts or omissions or the failure to cooperate pursuant to
this Agreement by CITY (including, without limitation, entities or individuals under its control,
or any of their respective officers, directors, employees, other personnel and agents), fire or
casualty, act of God, strike or labor disputes, war or other violence, or any law, order or
requirement of any governmental agency or authority.
ARTICLE XXV
MISCELLANEOUS
A. The following Exhibits are attached to, incorporated herewith by reference, and made a
part of this Agreement:
Exhibit A: Scope of Services
B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be John Polster, President. However, nothing herein shall limit
CONSULTANT from using other qualified and competent members of its firm to
perform the services required herein.
D. CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the CITY.
E. The CITY shall assist the CONSULTANT by placing at the CONSULTANT's disposal
all available information pertinent to the Project, including previous reports, any other
data relative to the Project, and arranging for the access thereto, and make all provisions
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for the CONSULTANT to enter in or upon public and private property as required for the
CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
ARTICLE XXVI
RIGHT TO AUDIT
The CITY shall have the right to audit and make copies of the books, records and computations
pertaining to this agreement. The CONSULTANT shall retain such books, records, documents
and other evidence pertaining to this Agreement during the contract period and five years
thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records,
documents and other evidence shall be available, within ten (10) business days of written
request. Further, the CONSULTANT shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the CITY similar access to those documents. All books and records will
be made available within a 50 mile radius of the City of Denton. The cost of the audit will be
borne by the CITY unless the audit reveals an overpayment of 1% or greater. If an overpayment
of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be
borne by the CONSULTANT which must be payable within five business days of receipt of an
mvoice.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the CITY'S sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed
to include drafts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
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IN WITNESS HEREOF, CITY and CONSULTANT have hereby executed this
Agreement in four (4) original counterparts; the CITY acting by and through its duly-authorized
Purchasing Agent; and the CO TANT ' g b ar�d through its duly-authorized,
undersigned officer, on this the _���� day of , 2011.
"OWNER"
CITY OF DENTON, TEXAS
B •
George Campbel ,
City Manager
ATTESTED
B•
Jennife alters, City Secretary
APPROVED AS TO FORN�:
By: ` . '
Anita Burgess, C' "" Att rney
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"CONSULTANT"
INNOVATIVE TRANSPORTATION
SOLUTIONS, INC.
By: -
Jo Polste , President
/ d � ��
Exhibit A
SCOPE OF SASIC SERVICES
As Transportation Consultant, Innovative Transportation Solutions, Inc. shall provide
funding procurement and public policy direction to implement the best, most cost-effective strategies
to advance the City's Transportation Program. The Consultant shall use excellent problem-solving
and consensus-building skills to facilitate agreement to the extent possible among the stakeholders on
the various projects.
The Consultant shall specifically conduct services for projects as assigned by members of the City
staff of Denton that include, but are not limited to, the following:
TASK 1 Strategic Plannin� and Fundin� Consultation:
Consultant shall provide assistance on the City's Transportation Program; assist the
City in identifying its transportation needs; and continuously seek out funding
sources, both conventional and innovative, to achieve those goals.
A. Development of Overall Priority and Goals for Transportation
Projects
• Assist the City of Denton in the analysis of pending surface
transportation projects resulting in the prioritization by the City
of said projects;
• Assist in identifying key City of Denton transportation projects
for policy level focus;
• Assist in developing overall program and strategic long-range
transportation planning goals and objectives;
• Assist in determining equitable City participation based on
benefits to accrue by advancing the project early; and
• Assist in determining ability and willingness of other
stakeholders to participate, whether in cash or in kind, to
advance the project.
B. Federal Transportation Policy Development and Implementation
• Monitor the following organizations for possible opportunities
and impacts to key City of Denton projects:
U. S. Congress and appropriate Congressional committees,
Deparhnent of Transportation,
Federal Highway Administration,
Federal Transit Adniinistration,
Federal Railroad Administration,
Transportation Safety Administration,
Federal Aviation Administration,
U.S. Army Corps of Engineers, and
Environmental Protection Agency;
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• Continue efforts toward the appropriation of funds for key City
of Denton projects;
� Meet with City Staff as needed to update progress and direction;
and
• Provide reports and briefings to the City as required.
C. State TransportaHon Policy Development and Implementation
• Monitor the following organizations for possible opportunities
and impacts to key City of Denton projects:
Texas Governor's Office,
Texas Legislature and appropriate legislative committees,
Texas Turnpike Authority, Texas Transportation
Commission,
Texas Department of Transportation — Headquarters
Division (Austin), and
Texas Commission on Environmental Quality;
• Continue efforts toward the placement of key City of Denton
projects on the Statewide Transportation Improvement Plan
(STIP) and Unified Transportation Plan (UTP) documents with
appropriate funding commitments;
• Continue efforts toward eliminating barriers to the
implementation of key City of Denton projects to include
gaining environmental clearance, acquisition of right-of-way,
development of PS&E, and letting of construction contracts;
• As required and authorized, set up and attend meetings with key
policy makers and staff inembers (agencies and elected
officials) in Austin, Texas to further efforts at the state and
regional level. These meetings would be attended by selected
City staff inembers. To minimize travel costs and schedule
impacts, these meetings must be scheduled to maximize the
value of the time invested;
• Follow up with State legislative and agency staff inembers to
facilitate the implementation of the City's Transportation
Program;
• Meet with City staff as needed to update progress and direction;
and
• Provide reports and briefings as required to the City Council.
D. Regional Transportation Policy Development and
Implementation
• Monitor the following entities for possible opportunities and
impacts to key City of Denton projects:
Dallas Area Rapid Transit (DART),
Fort Worth Transit Authority (The "T"),
Denton County Transportation Authoriry (DCTA),
North Texas Tollway Authority (NTTA),
Texas Department of Transportation -Dallas District,
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Texas Department of Transportation -Fort Worth District,
North Central Texas Council of Governments
(NCTCOG),
Metropolitan Planning Organization (NIPO),
Regional Transportation Council (RTC),
Dallas Regional Mobility Coalition (DRMC),
Partners in Mobility,
Tarrant Regional Transportation Coalition (TRTC), and
Other entities as directed by the City;
• Continue efforts toward the placement of key City projects on
the NCTCOG's TIP and UTP programs with appropriate
funding commitments;
Continue efforts toward eliminating the barriers to the
implementation of key City of Denton projects to include
gaining environmental clearance, acquisition of right-of-way,
development of PS&E, and letting of construction contracts;
As required and authorized, set up and attend meetings with
key policy makers and Staff inembers (agencies and elected
officials) in various locations within the North Central Texas
region to further efforts at the state and regionallevels. These
meetings would be attended by selected City Staff inernbers.
To minimize travel costs and schedule impacts, these
meetings must be scheduled to maximize the value of the time
invested;
Follow up with appropriate agency Staff inembers to
implement policy program;
Meet with City staff as needed to update progress and
direction; and
Provide reports and briefings as required to the City staff.
TASK 2 General Pro�ram Management:
The Consultant shall provide assistance to the City Staff with management of the
Transportation Program on behalf of the City and represent the City in general and
professional activities that are required to successfully execute this program as
directed by city staff. These duties will include as a minimum the following items:
• Attend monthly meetings and other pertinent City meetings to report
on the current status of the Program;
• Attend meetings with City officials and their Staff on a regular basis
to discuss the Program;
• Regularly attend local, regional, state and federal transportation
meetings and events that are of importance to the Transportation
Program;
• Assist City staff to coordinate with TxDOT; NCTCOG; United States
Deparhnent of Transportation; United States Army Corps of
Engineers; Federal Emergency Management Association;
Environmental Protection Agency; Texas Commission on
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Environmental Qualiry; and other regional, state and federal agencies
as required to facilitate all aspects of this Program;
• Assist City staff to deteimine which projects may be affected by local
events or may impact those events and outline strategies to meet
community expectations;
• Assist City staff to monitor and update the overall project schedule
throughout the program in coordination with utilities, real estate,
environmental, design consultants, construction managers, contractors
and others that are involved at the program and individual project
levels;
• Facilitate coordination between the City of Denton, the North Central
Texas Council of Governments (NCTCOG) and the Texas
Department of Transportation (TxDOT) on the reconstruction of IH-
35E from the southern city limits to the northern city limits;
• Assist in facilitating the use and implementation of rnonies received
from the SH 121 Regional Toll Revenue Initiative;
• Assist in the programming and use of monies generated from the
development of other regional toll facilities such as SH 161, SH 170,
SH 360 and the Southwest Parkway through the Regional Toll Equity
agreement established by NCTCOG;
• Assist in the facilitating design, right of way acquisition and
construction of on system projects within the City;
• Assist the City of Denton in monitoring funding sources and
opportunities to advance key City of Denton transportation projects;
• Provide any needed staff assistance for the City's Mobility
Committee, including attending monthly meetings, preparing reports,
and providing presentations;
• Provide any needed staff assistance for the City's Capital
Irnprovement Plan (CIP) and Bond Oversight Committee;
• Assist in the preparation and development of grant and other funding
applications;
• Provide assistance to City staff in preparation of project- or program-
related resolutions; and
• Provide miscellaneous transportation planning, funding, and any
additional management assistance that may be requested by City
officials.
TASK 3 Desisn Manasement Assistance:
The Consultant shall assist City staff with design management for projects witlun this
Program as specifically stipulated by City staff. The consultant will perform these
duties and responsibilities which include:
Providing general assistance over a11 aspects of the design process,
including direct participation in periodic design coordination
meetings and
Making recommendations for process improvement.
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TASK 4 Communitv Outreach/Education Program:
The Consultant shall provide information and educational rnaterial to the City for
engagement and involvement of stakeholders through all stages of the projects
associated with the Transportation Program. Services include:
• Assisting with support of City public outreach efforts with respect to
matters associated with the Transportation Program;
• Assisting with coordination of all public meetings related to the
Transportation Program;
• Assisting with development of announcements and press releases
related to project implementation; and
• Assisting with development of educational or informative documents
regarding projects for distribution by the City as requested by the
City.
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