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