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2002-081AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH BUCHER, WILLIS & RATLIFF CORPORATION FOR ITS (INTELLIGENT TRANSPORTATION SYSTEM) DEPLOYMENT PLAN AS SET FORTH IN THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (PSA 2826 - PROFESSIONAL SERVICES AGREEMENT FOR ITS DEPLOYMENT PLAN TO BUCI-IER, WILLIS & RATLIFF CORPORATION, FOR A TOTAL AMOUNT OF $46,694). 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 Bucher, Willis & RatliffCorporation, to provide professional architectural and related services for the ITS (Intelligent Transportation System) Deployment Plan, 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 _rT~ day of .~fct~A~ ~_. , 2002. EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FOR PROFESSIONAL SERVICES INTELLLIGENT TRANSPORTATION SYSTEM STATE OF TEXAS COUNTY OF DENTON THIS AGREEMENT is made and entered into as of the 26th day of March, 2002 by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 E. McKinney 76209, hereinafter called "OWNER" and Bucher Willis & Ratliff, 8140 Walnut Hill Lane, Suite 900, Dallas TX 75230, with its corporate office at the same location, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties 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, provide assistance in evaluation of development of an Intelligent Transportation System. Specific tasks as indicated in Attachment A. ARTICLE H SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. 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 Attachment "A" as if written word for word here'm. B. To perform all those services set forth in CONSULTANT's Price Proposal for development of the City s Intelligent Transportation system (ITS) per Attachment A, which is attached hereto and made a part hereof as if written word for word herein. C. If there is any conflict between the terms of this Agreement and the Attachments pages 1 to 5 to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the Attachments or task orders. ARTICLE ADDITIONAL SER'qlCES Additional services to be performed by the CONSULTANT, ff authorized by the OWNER, which are not included in the above-described Basic Services, are described as follows: A. 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. B. 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. C. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. D. 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 SERirlCE 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 from Notice to Proceed or until September 1, 2002 which date comes sooner as required for the completion of the Project, including Additional Services, if any, and any r¢0~uir~d~ .ext_e~[o_ns. _ap~prove_d bY tl)_e OWNE_R: Th!? Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence ih/hls Agreement. Tl~e CONSULTANT shall make ail reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside fir'ms for services in the nature of testing, estimating, structural studies, electrical analysis, etc. 2. "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. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Attachment "A" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non- labor expenses not to exceed $49,694.00. Partial payments m the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no ckcumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final five percent (5%) of the contract amount unt'd completion of the Project. Nothing contained in this Article shall require the OVfNER 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. R 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 1II "Additional Services," without obta'ming prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, 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. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thixty (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 the said thirtieth (30th) 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 OBSERVA~N AND~ OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporfmg to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VH OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instrmnents 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 furnished 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 VIH 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 IN EMNITY AGREEMENT The CONSULTANT 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, resniting 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 cla'nn, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental imm~mity, 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: A. Commercial 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. B. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. Co aggregate. Professional Liability Insurance with limits of not less than $1,000,000 annual D. 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 XI 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 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. 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 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 Un-n over all docmnents 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 XII! 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 XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to mall to the address shown below, specified herein. Mailed notices shall the respective parties by depositing same in the United States certified mail, remm receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: Bucher Willis & Ratliff 8140 Walnut Hill Lane Suite 900 ::: Dallas, Texas 75230 To OWNER: 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 8 pages and Attachment A (pages 1-5), 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 ~upensedes 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 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 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 XVIH 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 A. 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 have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or interest that may arise during the term of this Agreement. B. 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 assi .g~ any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by amgnment, 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 fights 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 Attachments are made a part of this Agreement: Attachment A, Cost Estimate for Deployment Plan City of Denton, ITS Plan BWR, Pages 1-4 B. 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 durmg normal worldng 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. C. 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. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Bucher, Willis & Ratliff (BWR) Corporation. However, nothing herein shall CONSULTANT from using other qualified and competent members of its finn to perform the services requked herein. E. 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. F. The OWNER shall assist the CONSULTANT by placin~g 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. G.. The captions of this Agreement are for informational purposes only, and shall not in any way attect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Demon, 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 thi~ the 13 day of March, 2002. CITY OF DENTON, XAS APPR~OJVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY CONSULTANT: Bucher, Willis & Ratliff BY: Daniel J Chapman City of Denton ITS Plan 1.0 Introduction This scope of services includes the tasks to be performed by Bucher, Willis & Rafliff Corporation (BWR) to provide the City of Denton, TX with an ITS deployment plan. The ITS deployment plan shall conform to National ITS architecture and standards as defined by the Federal Highway Administration (FHWA). The plan shall include ITS services within the boundaries defined by the Denton comprehensive plan. The ITS plan shall be complimentary to the City's comprehensive plan. BWR shall interact with stakeholders within the City for obtaining information inputs and for obtaining feedback on preliminary findings. BWR shall incorporate stakeholder feedback into the final deployment plan as directed by the City's assigned project manager. Jerry Clark. 2.0 General Requirements BWR shall include in the study, the City of Denton's traffic management system; emergency services within the City of Denton (police, fire, emergency medical, HAZMAT response and wrecker); airport landside operations; public transit services and traveler information services. Consideration shall be given to emerging requirements for Homeland Defense, including coexistence of an emergency operations center with traffic operations. The ITS plan shall cover a 15 year period with: 1-5 years being considered as immediate, high priority with detailed budgets; 5-10 years being considered as intermediate, medium priority with timeline and less detailed budgets provided; and 10+ years being considered as lower priority, furore, long-term deployment planning with technology change being considered. BWR shall include ranking of projects for deployment based on needs priority, benefits/cost, foundation deployment requirements and probability of funding. Stakeholders identified by the City are important to this project, because they are the future users. Their inputs are important. BWR shall provide the schedule location agendas to stakeholders with two weeks advance notice. All meetings will be coordinated with the City's project manager. Some meetings may be held in BWR's conference room in Dallas. BWR shall provide a copy of presentation materials to stakeholders attending the meeting. The Technical Memoranda that are in-process findings shall be submitted as seven unbound copies plus an electronic master on disk. The finsl report shall be provided in up to 25 bound copies as dLrected by the City's project manager. ATTACI-~iENT A PAGE 2 City of Denton ITS Plan 3.0 Tasks to be Performed 3.1 Task 1--Interact with Stakeholders BWR will coordinate with the City of Denton's, Street, Drainage, and Traffic Department to identify key Intelligent Tran,qportation Systems stakeholders. BWR shall participate in up to four stakeholder meetings including a kickoff meeting. At the kickoff meeting, BWR shall present to the stakeholders with the overview of the project, ITS, and the expected results. At the in- process stakeholders meeting, BWR shall present findings of the analysis and recommendations. BWR shall incorporate input from stakeholder meetings into the final ITS deployment plan report. Deliverables: 1. Agendas (two weeks prior to meeting) 2. Handouts of presentation (at meetings) 3.2 Task 2-- Develop Needs for ITS Deployment and Inventory Existing ITS Related Infrastructure BWR shall conduct interviews with key stakeholders. BWR shall conduct an inventory of deployed infrastructure which may be a candidate to expand into a modem Intelligent Transportation System. The inventory will endeavor to include remaining useful life of the deployed infrastructure, standards deployed and deficiencies as identified by users and maintenance staff. BWR shall also obtain from key stakeholders published plans related to ITS deployment and funding status. The City of Denton's ITS deployment plan project manager will assist BWR in obtaining access to information required to develop and prioritize needs and to defme useful, existing infrastructure to support future ITS deployment. Deliverables: Delivery Schedule: Technical Memo Needs, Priority, and Inventory 45 days after kickoff meeting 3.3 Task 3-- Develop ITS Architecture Based on the needs developed from stake holder's interviews and inventory of existing infrastructure BWR will develop an ITS architecture for the City of Denton. This architecture shall be compliant with National ITS Architecture and Standards. It shall include ITS standard interface with regional ITS architecture. The architecture shall identify existing infrastructure which is usable. BWR shall review the architecture with stakeholders ATTACHN'rENT A PAGE 3 City of Denton ITS Plan Deliverables: Delivery Schedule: Technical Memo. ITS arckiteeture for City of Denton 60 days after start of contract 3.4 Task 4-- Conceptual Design BWR shall provide a conceptual design (Top Level) based on the ITS architecture. The conceptual design shall include the initial ITS deployment and incremental build out. The design shall consider high priority needs being met in five years, medium priority needs being met between 6-10 years and lower priority needs being met after 10 years. In addition to priority needs and usable existing infrastructure the conceptual design shall consider the following: 1. Open Architecture 2. Technology Evolution, 3. Projected Growth As Ident'ffied By Stakeholders, 4. Homeland Defense Requirements And 5. 511 Traveler Information Service Deliverables: Technical Memorandum Conceptual Design for City of Denton Intelligent Transportation System Delivery Schedule: 95 days after beg/nning of contract 3.5 Task 5-- Projects for Development Based on Needs Priority Based on ITS architecture and conceptual design, BWR shall identify specific design and construction projects, their cost and deployment schedule. BWR shall develop the benefit/cost projections for these projects. BWR shall develop funding strategy for these projects. Pr/mary grant request shall be provided for the high priority projects identified. Find'rags shall be reviewed with stakeholders. After review with stakeholders BWR shall prepare the fmal report for the City of Denton ITS deployment plan. The final report shall incorporate ali incremental memoranda. ATTACHMENT A PAGE 4 Deliverables: Delivery Schedule: Technical Memorandum City of Denton Deployment Plan 135 days after beginning of contract ATTACHMENT A PAGE 5