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2002-062FILE REFERENCE FORM 2002-062 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Change Order One approved by Ordinance No. 2004-050 03/02/04 ) R Change Order Two approved by Ordinance No. 2004-300 10/05/04 )R Change Order Three approved by Ordinance No. 2005-316 10/18/05 )R Change Order Four approved by Ordinance No. 2006-281 09/26/06 ) R Change Order Five approved by Ordinance No. 2007-253 11/06/07 ) R Change Order Six approved by Ordinance No. 2008-224 09/23/08 )R- Change Order Seven approved by Ordinance No. 2009-246 10/06/09 ) R Change Order Eight approved by Ordinance No. 2010-239 09/21/10 )R AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH INNOVATIVE TRANSPORTATION SOLUTIONS, INC. FOR TRANSPORTATION SERVICES AS SET FORTH IN THE CONTRACT;AND PROVIDING AN EFFECTIVE DATE (PSA 2789 - PROFESSIONAL SERVICES AGREEMENT FOR TRANSPORTATION SERVICES TO INNOVATIVE TRANSPORTATION SOLUTIONS, INC., FOR A TOTAL AMOUNT OF $70,000). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: 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, SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Innovative Transportation Solutions, Inc.., to provide professional, architectural and related services for the Cross Timbers Park, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~,~'~/~ dayof ~7~/2Z~//] EULINE BROCK, MAYOR 2002. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAI~FORM: PSAt2789 -TRANSPOR{I'A'I~ )N SERVICES FOR PROFESSIONAL SERVICES ORDINANCE PROFESSIONAL SERVICES AGREEMENT FOR FOR ENGINEERING SERVICES STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the 5th day of March, 2002 by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Innovative Transportation Solutions, Inc., with its corporate office located at 2701 Valley View Lane, Farmers Branch, Texas, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the padies hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER 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 highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, services for the identification, development and implementation of major transportation and infrastructure projects including a critical time line for each project identified and the steps necessary to bring each project to completion. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: The CONSULTANT shall perform all those services as necessary and as described in the Scope of Services, which is attached hereto and made a part hereof as Exhibit "A" as if written word for word herein. The CONSULTANT shall perform all those services set forth in CONSULTANT's Price Proposal for Engineering services associated with transportation infrastructure consultation per Exhibit "A" which is attached hereto and made a part hereof as if wdtten word for word herein. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE Ill ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, are described as follows: During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as- needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. CONSULTANT, if any, shall furnish such services, on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period of performance through September, 2002, or as required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. ARTICLE V COMPENSATION COMPENSATION TERMS: "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of testing, estimating, structural studies, designing, electrical analysis, etc. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. BILLING AND PAYMENT: For and h consideration for professional services rendered monthly by CONSULTANT [:ased on the scope of services shown in Exhibit "A", which is attached hereto and made a part of this Agreement as if written word for word herein, OWNER agrees to pay CONSULTANT'S reasonable and customary annual fee of ONE HUNDRED AND TVVENTY THOUSAND AND 00/100 DOLLARS ($120,000) (the "Annual Fee") per year. The Annual fee will be pro-rated for the seven months remaining in the OWNER'S current fiscal year. The OWNER agrees to pay CONSULTANT TEN THOUSAND AND 00/00 DOLLARS ($10,000.00) (the "Monthly Payment") per month towards the OWNER'S annual fee obligation. CONSULTANT shall submit to the OWNER through its City Manager or his designee, a detailed monthly itemized statement for all professional services rendered for the previous month. The OWNER agrees to remit Monthly Payment in accordance with the procedures outlined in Article V of the executed Professional Services Agreement. Nothing contained in this Article shall require the OWNER 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 OWNER 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 OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article Ill, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate negotiated and agreed upon by both parties before execution of the additional services. Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) 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 the said sixtieth (60~) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, 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 OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER 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 OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and fumished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER 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 OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT The OONSULTANT shall indemnify and save and hold harmless the OWNER 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 OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. 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 parties' 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 During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in 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: Commemial General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER 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. ARTICLE Xl TERMINATION OF AGREEMENT Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. 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 affected 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 non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. 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 OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE Xlll RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER 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 designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XlV NOTICES All notices, communications, and reports 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 address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: To OWNER: John R. Polster Innovative Transportation Solutions, Inc. 2701 Valley View Lane Farmers Branch, Texas 75234 City of Denton Tom Shaw, Purchasing Agent 901-B Texas Street Denton, Texas 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 9 pages and Exhibit A, constitutes the complete and final expression of the agreement 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, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement 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 unenfomeable. 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 XVII 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 XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry. age, or physical handicap. ARTICLE XIX PERSONNEL The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or haw any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XX 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 OWNER. ARTICLE XXI MODIFICATION 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, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXII MISCELLANEOUS The following exhibits are attached to and made a part of this Agreement: CONSULTANT agrees that OWNER shall, until the expiration of three (3) 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 OWNER 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. OWNER shall give CONSULTANT reasonable advance notice of intended audits. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be John R. Polster and Tracy L. Henry. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. 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 OWNER. The OWNER 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 for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, or designee and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this the 5 day of March ,2002. CITY OF DENTON, TEXAS EXHIBIT A I. SCOPE OF SERVICES Innovative Transportation Solutions, Inc., hereinafter called "CONSULTANT," will specifically conduct the following services for The OWNER, hereinafter Galled "OWNER": TASK 1: Meet with City staff and Council to establish Priority Proiects. CONSULTANT will conduct initial investigation and analysis of all projects. CONSULTANT proposes to work closely with City staff and each individual Council member to: actively identity needed transpodation improvements, analyze the viability and necessity of each project, determine the critical path for developing each project, as well as manage and monitor the progress of transportation projects identified by the OWNER. Furthermore, CONSULTANT will attend meetings with and on behalf d Council members, staff, and other City officials in addition to "grass roots" citizens in order to facilitate transportation solutions. TASK 2: Conduct In-depth Research to Identify Each Proiect's Current Status. CONSULTANT will conduct all research necessary with respect to local, regional, and state advanced planning programs, such as Thoroughfare Plans, Transportation Improvement Program, Unified Transportation Program, Conformity, Mobility 2025 Update and all succeeding programs. CONSULTANT will analyze projects in order to promote the completion of the development, funding and construction of all identified projects in an expedited manner. CONSULTANT will investigate and review plans proposed by TxDOT, NTTA, North Central Texas Council of Governments (NCTCOG), counties, and local cities to ensure compatibility with existing and future thoroughfare plans of the OWNER. TASK 3: Provide the OWNER a Written and Verbal Status Summary of Each Project. CONSULTANT will provide written and verbal updates cn all phases of projects, Monthly meeting~ will be held with staff members and other agencies. Semi-annual meetings/workshops will be held with Council members to keep all parties informed of the status of on-going projects and to identify Council members' concerns and suggestions. TASK 4: Identify Critical Paths for Each Proiect Based Uoon its Advanced Plannina Status and Initiate the Critical Path for Each Proiect. CONSULTANT will develop a critical time line for each project and identity the steps necessary to bring each project to completion. Time lines will be based upon the background investigation performed for each project. Project strategies will include actions to be conducted in the advanced planning stages of the project in order to ensure the completion of alignment and feasibility studies, environmental clearance, and preliminary design. Additional strategies for expediting projects include actions necessary for completion of right-of-way documents, initiation of TASK 5: right-of-way acquisition md utility clearance, as well as development of plans, specifications and estimates (PS&E). Projects will be monitored to ensure that right-of-way acquisition, utility relocation, and PS&E are completed in time to meet the projected construction start date and schedule. CONSULTANT will serve as the project manager for the OWNER's select projects to ensure that established goals and deadlines are met. To accomplish this, CONSULTANT will assemble project-specific teams to complete all aspects of critical p~th in a timely and cost effective manner. Critical path items include, but are not limited to the following: Work with TxDOT on On-System Projects a. Conduct Program Assessments (PA's) b. Receive Control-Section-Job (CS J) numbers c. Programming Authority d. Advanced Planning Authorization Ensure the Development of Advanced Planning a. Assist in selection of outsource firm(s) b. Pursue Environmental clearance c. Participate in development of Controlled Schematic d. Track project through all review and approval processes e. Outline methods to preserve corridors and right of way f. Assist with Public Involvement Develop Funding Alternatives a. Partnerships b. Bond Programs c. MPO/TIP programs d. TxDOT/UTP programs e. Federal Funding f. Innovative Financing g. State Infrastructure Bank Implem en t Design a. Participating in review of final designs b. Coordinating project timing and scheduling c. Ensuring adherence to work schedules Management a. Assist in selection of out-source firms for all phases of project. b. Oversight of contractual obligations of all out-sourced firms c. Review and approval of invoices from out-source firms d. Ensure adherence to project schedule CONSULTANT will Research and Investioate Fundin~ Oo=ortunities. With a shortage of federal and state dollars for transportation projects, it will be critical for CONSULTANT to continually seek "creative financing" opportunities in order to meet the transportation needs of the OWNER. CONSULTANT will research and investigate the possibility of obtaining funding for each Project under the Transportation Equity Act for the 21st Century (TEA 21). CONSULTANT will also focus on the continued development of partnerships with TxDOT Dallas District. Local bond TASK 6: TASK 7: TASK 8: TASK 9: programs will be sought to identify financing opportunities. Privatelpublic partnerships will be pursued. Funding opportunities using the State Infrastructure Bank (SlB), TxDOT's Unified Transportation Program, and the Transportation Improvement Program will be researched and implemented when appropriate. In addition, applications for random "calls for projects" as identified by the North Central Texas Council of Governments will be submitted. CONSULTANT will Neaotiate Aareements with TxDOT. When appropriate, CONSULTANT will negotiate Local Advanced Funding Agreements (LPAFAs) with TxDOT for each project. The LPAFA outlines the responsible parties for advanced planning, right-of-way acquisition, design, and funding of specific projects. CONSULTANT will Act as a Liaison between OWNER and other Local State and Federal Transoortation Bodies. CONSULTANT will act as liaison between The OWNER and other local, state and national transportation groups. As liaison, CONSULTANT will act as the transportation advocate for The OWNER by working positively and efficiently with other transportation groups toward completion of projects critical to The OWNER. CONSULTANT will interact, on behalf of The OWNER, with the Federal Highway Administration, the Texas Transportation Commission and Texas Department of Transportation and the North Texas Tollway Authority (NTTA). In addition, CONSULTANT will act as liaison between The OWNER and other groups such as the Regional Transportation Council of the North Central Texas Council of Governments, Precinct I Task Force, Precinct 3 Task Force, Dallas Regional Mobility Coalition, the Dallas Area Rapid Transit, The T, Denton County Transportation Authority, North Texas Commission, and the Partners in Mobility. CONSULTANT will Provide other Transnortation Consultino Services as Directed bv the OWNER. As a part of this Enhancement Proposal, CONSULTANT will actively pursue all transportation related issues as identified by the OWNER. CONSULTANT will continue dialogue with the OWNER to ascertain the relative priority of each project to other projects and attend council meetings, as directed, to provide updates on all transportation activities. CONSUL TANT Will Implement Cost Reduction Strateoies. CONSULTANT has an unparalleled history of identifying cost reductions for its clients. For the OWNER, the following is a list of possible cost reduction strategies: Leveraging funding - Transportation Infrastructure funding is almost always a partnership process. CONSULTANT will strive to maximize the OWNER's transportation dollars by "leveraging" those funds with eligible funding sources. In many cases, CONSULTANT will be able to leverage funds to capture "non- city" sources that will increase funding to the project by 300% to 500%. Certification - Certification refers to the process a municipality follows to receive authorization by TxDOT to retain services on behalf of the State. Certification allows the OWNER to be reimbursed by the federal government up to 90% of expenditures for authorized services. CONSULTANT has unique knowledge of the certification process and will assist the OWNER in acquiring this certification, if directed. In-house versus Outsourcing - CONSULTANT will provide preliminary design services for select projects in order to identify the basic parameters of the project needs. Upon further project development, it is CONSULTANT' philosophy that final design engineering can be conducted in a manner that is more economically feasible if it is done by an engineering firm specializing in final designs. II. COMPENSATION TERMS In consideration for professional services rendered monthly by CONSULTANT, OWNER agrees to pay CONSULTANT'S reasonable and customary annual fee of ONE HUNDRED AND TWENTY THOUSAND AND 00/100 DOLLARS ($120,000) (the "Annual Fee") per year, pre-rated for the seven months remaining in the OWNER'S current fiscal year. The OWNER agrees to pay CONSULTANT TEN THOUSAND AND 00/00 DOLLARS ($10,000.00) (the "Monthly Payment") per month towards the OWNER'S annual fee obligation. CONSULTANT shall submit to the OWNER a monthly itemized statement for all professional services rendered. The OWNER agrees to remit Monthly Payment in accordance with the procedures outlined in Article V of the executed Professional Services Agreement. V. EXPENSES The CONSULTANT shall not seek any reimbursement from the OWNER for any reasonable and customary expenses incurred in connection with the services related to engagement. 4 V. STANDARD RATE SCHEDULE The services related to this project will be based upon the following Standard Billing Rates. Standard Billing Rates are subject to change each calendar year. Professional Standard Billing Rate Principal Engineer $150 Principal $125 Senior En,(]ineer $125 Engineering Associate I $100 Engineering Associate II $90 Technical Associate $80 Staff Support $35