R-08-02-14-9B3 - 2/14/2008 RESOLUTION NO. R-08-02-14-9133
WHEREAS, the City of Round Rock desires to retain professional
planning services for the development and implementation of a Peak Hour
Express Transit Service between Round Rock and the Capital Metropolitan
Transit Authority (CTMA) service area, and
WHEREAS, The Goodman Corporation has submitted an Agreement to
provide said services, Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a Planning Services Agreement with The Goodman
Corporation, a copy of same being attached hereto as Exhibit "A" and
incorporated herein for all purposes .
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 14th day of February, 0 0
jkl��7
N WELL, ayor
411'11-t6r'00of Round Rock, Texas
ATTEST: Kitt
SARA L. WHITE, City Secretary
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Planning Services Agreement
This Planning Services Agreement(the"Agreement") is entered into between the City of Round
Rock, Texas(the"City")and The Goodman Corporation("TGC").
Background
A. The City recognizes the importance of prudent and professional transportation planning
for sustaining the City's growth and mobility.
B. The City has successfully secured federal funding to support the downtown intermodal
transit and parking facility, as well as a Letter of No Prejudice from the Federal Transit
Authority ("FTA') protecting streetscape and intermodal expenditures, and has become
an officially designated grantee by the FTA.
C. TGC offers a host of transit planning services which can benefit the City in managing
and applying acquired funding and developing its public transportation services.
D. The City and TGC wish to enter into an agreement whereby TGC will make its services
available to the City on an ongoing basis.
In consideration of the mutual covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree
as follows.
Terms and Conditions
1. Services
TGC will provide the following services to the City. The services and associated deliverables
are more fully described in the Scope of Services attached as Exhibit A. TGC will provide such
services in accordance with the Work Schedule attached as Exhibit C.
1.1 Ongoing Grant Management. As an established FTA grantee, TGC will assist the City
with ongoing grant management activities.
1.2 Intergovernmental Assistance and Pursuit of Funding. TGC will assist the City with
the preparation of submittals for future funding earmarks and advise the City regarding
other potential funding resources to support transit related projects.
1.3 Review Proposed Express Commuter Service. TGC will review the express commuter
service approved by the City Council.
1.4 Public Outreach. TGC will conduct one public outreach meeting to solicit public
comments and input regarding the proposed commuter service alternatives.
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1.5 Invitation for Bid. TGC will develop, with assistance from the City, and Invitation for
Bid ("IFB") for the provision of private transportation operators interested in providing
"full turn-key" transit services in accordance with the findings from the review of the
proposed express commuter service approved by the City Council.
1.6 Marketing Plan. TGC will propose a marketing plan to assist the City in the promotion
of the new transit services.
2. Payment for Services
2.1 Budget. The total budget for the services contracted for under this Agreement will be no
more than One Hundred Twenty Two Thousand and NoI100 Dollars($122,000.00).
2.2 Payments to be Made Upon Approval of Invoices. Payment will be made based
completion of work as evidenced by the City's acceptance of the deliverables enumerated
in Exhibit A and only when accompanied by an invoice prepared in accordance with the
terms below. Upon delivery by TGC and acceptance by the City of the deliverable(s)and
invoice(s) designated in the Exhibit A for each service,the City will pay TGC an agreed-
upon lump sum amount, representing a certain portion of the total budget designated for
such services. The amounts due are specified in Exhibit B. Payments a strictly subject to
City's approval of such invoice(s) and deliverable(s),and any amounts listed in Exhibit B
may be adjusted by the City according to the terms of this Agreement.
(A)Invoices. To receive payment, TGC will prepare and submit a series of detailed
invoices to City for services rendered and deliverables produced. Each invoice for
professional services will detail the services performed and deliverables produced,
along with documentation. All payments to TGC will be made on the basis of the
deliverables and invoices submitted by TGC and approved by City.
Should additional backup material be requested by City, TGC will comply promptly.
In this regard, should City determine it necessary, TGC will make all records and
books relating to this Agreement available to City for inspection and auditing
purposes.
If City has any dispute with work performed, then City will notify TGC within thirty
(30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event TGC will either (a) satisfactorily re-perform the
disputed services or(b)provide City with an appropriate credit.
(B)Payment of Invoices. City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to TGC and to adjust same to
meet the requirements of this Agreement. Following approval of invoices, City will
endeavor to pay TGC promptly, but no later than the time period required under the
Texas Prompt Payment Act described in Section 2.3 herein. Under no circumstances
will TGC be entitled to receive interest on payments which are late because of a good
faith dispute between TGC and City or because of amounts which City has a right to
withhold under this Agreement or state law. City will be responsible for any sales,
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gross receipts or similar taxes applicable to the services, but not for taxes based upon
TLC's net income.
(C)Offsets. City can, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from TGC,
regardless of whether the amount due arises pursuant to the terms of this Agreement
or otherwise and regardless of whether or not the debt due to City has been reduced
to judgment by a court.
2.3 Prompt Payment Policy. In accordance with Chapter 2251, V.T.C.A., Texas
Government Code, payment to TGC will be made within 30 days from the day on the
which the City receives and accepts specific deliverables, or within 30 days of the day on
which the performances of services was complete, or within 30 days of the day on which
the City receives a correct invoice for the performance of services or production of
deliverables, whichever is later. TGC may charge a late fee on 1% for payments not
made in accordance with this prompt payment policy; however, this policy does not
apply to payments made by the City in the event:
(A)There is a bona fide dispute between the City and TGC concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(B)The terms of a federal contract, grant, regulation, or statute prevent eth City from
making a timely payment with federal funds;or
(C)There is bona fide dispute between the parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered of the services performed which causes the payment to be late;or
(D)Invoices are not mailed to the City in strict accordance with instructions, if any,
on the purchase order,Agreement, or other such contractual arrangement.
2.4 Non-Appropriation and Fiscal Funding. This Agreement is a commitment of the
City's current revenues only. It is understood and agreed that the City reserves the right
to terminate this Agreement at the end of any City fiscal year if the governing body of
the City does not appropriate funds sufficient to purchase the services as determined by
its budget for the fiscal year in question. The City may effect such termination by giving
TGC written notice of termination at the end of its then-current fiscal year.
3. Independent Contractor Status
TGC is an independent contractor, and is not City's employee. TGC's employees or
subcontractors are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. TGC and City agree to the following rights consistent with an
independent contractor relationship:
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3.1 TGC has the right to perform services for others during the term hereof.
3.2 TGC has the sole right to control and direct the means, manner and method by which
services required by this Agreement will be performed.
3.3 TGC has the right to hire assistants as subcontractors, or to use employees to provide the
services required by this Agreement.
3.4 TGC or its employees or subcontractors will perform services required hereunder, and
City will not hire, supervise, or pay assistants to help TGC.
3.5 Neither TGC nor its employees or subcontractors will receive training from City in skills
necessary to perform services required by this Agreement.
3.6 City will not require TGC or its employees or subcontractors to devote full-time to
performing the services required by this Agreement.
3.7 Neither TGC nor its employees or subcontractors are eligible to participate in any
employee pension, health, vacation pay, sick pay,or other fringe benefit plan of City.
4. TLC's Responsibilities
In addition to upholding the terms of this Agreement and performing the services listed in
Exhibit A,TGC will be responsible for the following.
4.1 Warranties. TGC represents that it is specially trained, experienced and competent to
perform all of the services, responsibilities and duties specified herein.TGC warrants
that all services performed hereunder will be performed consistent with generally
prevailing professional or industry standards,and will be performed in a professional and
workmanlike manner. TGC will re-perform any work not in compliance with this
warranty.
4.2 Indemnification. TGC agrees to hold harmless, exempt, and indemnify City, its officers,
agents, directors, servants, representatives and employees, from and against any and all
suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines,
penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs,attorneys fees and all other costs
and fees incident to any work done as a result hereof. In no event will TGC be liable to
the City for special or consequential damages, statutory or otherwise.
4.3 Local, State And Federal Taxes. TGC will pay all income taxes, and FICA (Social
Security and Medicare taxes) incurred while performing services under this Agreement.
City will not do and is not responsible the following:
(A)Withholding FICA from TGC's payments or make FICA payments on its behalf;
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(B)Making state and/or federal unemployment compensation contributions on TGC's
behalf;or
(C)Withholding state or federal income tax from any of TGC's payments.
(D)If requested, City will provide TGC with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of
Texas Sales and Use Tax.
4.4 Compliance with Laws, Charter and Ordinances. TGC, its consultants, agents,
employees and subcontractors will comply with all applicable federal and state laws, the
Charter and Ordinances of the City of Round Rock, as amended, and all applicable rules
and regulations promulgated by local, state and national boards, bureaus and agencies.
TGC will further obtain all permits, licenses, trademarks, copyrights, and the like
required in the performance of the services contracted for herein, and same shall belong
solely to City at the expiration of the term of this Agreement.
4.5 Financial Interest Prohibited. TGC covenants and represents that TGC, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct
or indirect, in the purchase or sale of any product, materials or equipment that will be
recommended or required hereunder.
4.6 Non-Solicitation. TGC agrees that it will not directly or indirectly solicit for
employment, employ, or otherwise retain staff of the City during the term of this
Agreement.
4.7 Assignment. TGC hereby binds itself, its successors, assigns and legal representatives to
the City with respect to the terms of this Agreement. TGC cannot assign any rights
hereunder without the City's prior written approval.
4.8 Designation of TGC Representative. TGC hereby designates the following
representative authorized to act in its behalf with regard to this Agreement.
Barry Goodman
The Goodman Corporation
3200 Travis Street Suite 200
Houston, Texas 77006
(713)951-7951 voice
(713)951-7957
5. City's Responsibilities
In addition to upholding the terms of this Agreement, the City will be responsible for the
following.
5.1 Full information. The City will provide full information regarding project
requirements. The City will have the responsibility of providing TGC with such
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documentation and information as is reasonably required to enable TGC to provide the
services called for. The City will cause its employees and any third parties who are
otherwise assisting, advising or representing the City to cooperate on a timely basis with
TGC in the provision of its services. TGC can rely upon written information provided by
the City and its employees and agents as accurate and complete. TGC can rely upon any
written directives provided by the City or its designated representative concerning
provision of services.
5.2 Required materials. TLC's performance requires receipt of all requested information
reasonably necessary to provision of services. The City will furnish information which
includes access to the property, preliminary information and/or data regarding the site
and surrounding property (if applicable), pertinent correspondence with other local
municipal and planning officials, previous market analyses or feasibility studies, and
other pertinent information. TGC agrees, within ten(10) days of the effective date of this
Agreement, to provide the City with a comprehensive and detailed information request
list.
5.3 Indemnification. City agrees to hold harmless, exempt, and indemnify TGC, its
officers, agents, directors, servants, representatives and employees, from and against any
and all suits,actions, legal proceedings,demands,costs, expenses, losses, damages, fines,
penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys fees and all other costs
and fees incident to any work done as a result hereof. In no event will the City be liable
to TGC for special or consequential damages, statutory or otherwise.
5.4 Assignment. The City hereby binds itself, its successors, assigns and legal
representatives to TGC with respect to the terms of this Agreement. The City cannot
assign any rights hereunder without TGC's prior written approval.
5.5 Designation of City Representative. The City hereby designates the following
representative authorized to act in its behalf with regard to this Agreement.
David Bartels
Public Works Operations
City of Round Rock
212 Commerce Blvd.
Round Rock,Texas 78664
(512)218-5562 voice
(512)218-3242 fax
Email: dbartels@round-rock.tx.us
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6. Confidentiality and Ownership of Materials
6.1 Any and all programs, data, or other materials furnished by the City for use by TGC in
connection with services to be performed under this Agreement, and any and all data and
information gathered by TGC, will be held in confidence by TGC as set forth hereunder.
Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any
use thereof other than for the performance of this Agreement, provided that no claim may
be made for any failure to protect information that occurs more than three (3) years after
the end of this Agreement.
6.2 The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
6.3 All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to the City is confidential information
of the City. TGC's proprietary software, tools, methodologies, techniques, ideas,
discoveries, inventions, know-how, and any other information which reasonably should
be understood to be confidential to TGC is confidential information of TGC. The City's
confidential information and TGC's confidential information is collectively referred to as
"Confidential Information." Each party shall use Confidential Information of the other
party only in furtherance of the purposes of this Agreement and must not disclose such
Confidential Information to any third party without the other party's prior written
consent, which consent may not be unreasonably withheld. Each party agrees to take
reasonable measures to protect the confidentiality of the other party's Confidential
Information and to advise their employees of the confidential nature of the Confidential
Information and of the prohibitions herein.
6.4 Notwithstanding anything to the contrary contained herein, neither party will be obligated
to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the
Disclosing Party; (2) is released by the Disclosing Party to any other person or entity
(including governmental agencies)without restriction; (3) is independently developed by
the recipient without any reliance on Confidential Information; or(4) is or later becomes
publicly available without violation of this Agreement or may be lawfully obtained by a
party from any non-party. Notwithstanding the foregoing, either party will be entitled to
disclose Confidential Information of the other to a third party as may be required by law,
statute, rule or regulation, including subpoena or other similar form of process, provided
that (without breaching any legal or regulatory requirement) the party to whom the
request is made provides the other with prompt written notice and allows the other party
to seek a restraining order or other appropriate relief.
6.5 Subject to TGC's confidentiality obligations under this Agreement, nothing herein will
preclude or limit TGC from providing similar services for other clients.
6.6 Neither the City nor TGC will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the
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party's exercise of the same level of protection and care that such party customarily uses
in safeguarding its own proprietary and confidential information.
6.7 Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared
expressly for the City and delivered under the terms of this Agreement (the
"Deliverables"); and TGC will own any general skills, know-how, expertise, ideas,
concepts, methods, techniques, processes, software, or other similar information which
may have been discovered, created, developed or derived by TGC either prior to or as a
result of its provision of services under this Agreement (other than the Deliverables).
TGC's working papers and TGC's Confidential Information (as described herein) will
belong exclusively to TGC. The City will have a non-exclusive, non-transferable license
to use TGC's Confidential Information for the City's own use including for the purposes
for which they were delivered.
7. Effective Date and Term
7.1 Effective Date. This Agreement will be effective upon its execution by both parties.
7.2 Term. This Agreement will be in effect from the effective date and remain in full force
and effect until such time as the obligations herein have been fulfilled, or until the
Agreement is terminated as provided herein.
8. Termination and Default
8.1 This Agreement may be terminated for any of the following conditions:
(A)By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to the
other party not less than thirty(30)days prior to termination.
(B)By mutual agreement and consent of the parties, such agreement to be in writing.
(C)By either party for failure by the other party to perform the services set forth
herein in a satisfactory manner, such termination notice to be given in writing to the
other party.
(D)By either party for failure by the other party to fulfill its obligations herein.
(E)By satisfactory completion of all services and obligations described herein.
8.2 Should City terminate this Agreement as herein provided,no fees other than fees due and
payable at the time of termination will thereafter by paid to TGC. City will pay TGC for
all uncontested services performed to date of notice of termination.
8.3 If either party defaults in performance of this Agreement or if City terminates this
Agreement for default on the part of TGC,then City will give consideration to the actual
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costs incurred by TGC in performing the work to the date of default. The cost of the
work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the
time of default.
8.4 The termination of this Agreement and payment of an amount in settlement as set forth
above will extinguish all rights, duties, and obligations of City and the terminated party
to fulfill contractual obligations. Termination under this section will not relieve the
terminated party of any obligations or liabilities which occurred prior to cancellation.
9. Notices
All notices and other communications in connection with this Agreement will be in writing
and will be considered given as follows.
9.1 When delivered personally to recipient's address as stated herein;or
9.2 Three(3)days after being deposited in the United States mail,with postage prepaid to the
recipient's address as stated below.
Notice to TGC:
Barry Goodman
The Goodman Corporation
3200 Travis Street Suite 200
Houston, Texas 77006
Notice to City:
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
and to:
City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
9.3 Nothing contained in this section will be construed to restrict the transmission of routine
communications between representatives of City and TGC.
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10. Miscellaneous Provisions
10.1 Amendments and Supplementary Agreements. The terms of this Agreement may be
modified by written Supplemental Agreement hereto, duly authorized by City Council or
City Manager action, if City determines that there has been a significant change in(1)the
scope, complexity, or character of the services to be performed; or(2)the duration of the
work. Any such Supplemental Agreement must be executed by both parties within the
period specified as the term of this Agreement. TGC will not perform any work or incur
any additional costs prior to the execution, by both parties, of such Supplemental
Agreement. TGC will make no claim for extra work done or materials furnished unless
and until there is full execution of any Supplemental Agreement, and City will not be
responsible for actions by TGC nor for any costs incurred by TGC relating to additional
work not directly authorized by Supplemental Agreement.
10.2 Applicable Law; Enforcement and Venue. This Agreement will be enforceable in
Round Rock, Texas, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for same will
lie in Williamson County, Texas. This Agreement will be governed by and construed in
accordance with the laws and court decisions of Texas.
10.3 Exclusive Agreement. The terms and conditions of this Agreement, including any
appended exhibits, constitute the entire agreement between the parties and supersede all
previous communications, representations, and agreements, either written or oral, with
respect to the subject matter hereof. No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing
body or representative for each party.
10.4 Dispute Resolution. If a dispute arises under this Agreement, the parties agree to first
try to resolve the dispute with the help of a mutually selected mediator. If the parties
cannot agree on a mediator, City will select one mediator and TGC will select one
mediator and those two mediators will agree upon a third mediator. Any costs and fees,
other than attorney fees, associated with the mediation will be shared equally by the
parties.
10.5 No Arbitration. City and TGC hereby expressly agree that no claims or disputes
between the parties arising out of or relating to this Agreement or a breach thereof will be
decided by any arbitration proceeding, including without limitation, any proceeding
under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state
arbitration statute.
10.6 Attorney Fees. In the event that any lawsuit is brought by one party against any of the
other parties in connection with this Agreement, the prevailing party will be entitled to
seek to recover its reasonable costs and reasonable attorney fees.
10.7 Force Majeure. Notwithstanding any other provisions of this Agreement to the
contrary, no failure, delay or default in performance of any obligation hereunder will
constitute an event of default or a breach of this Agreement, only to the extent that such
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failure to perform, delay or default arises out of causes beyond control and without the
fault or negligence of the party otherwise chargeable with failure, delay or default;
including but not limited to acts of God, acts of public enemy, civil war, insurrection,
riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties,
strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
10.8 Severability. The invalidity, illegality, or unenforceability of any provision of this
Agreement or the occurrence of any event rendering any portion of provision of this
Agreement void will in no way affect the validity or enforceability of any other portion
or provision of this Agreement. Any void provision will be deemed severed from this
Agreement, and the balance of this Agreement must be construed and enforced as if this
Agreement did not contain the particular portion of provision held to be void. The parties
further agree to amend this Agreement to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision. The
provisions of this Article will not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
10.9 Headings. The section numbers and headings contained herein are provided for
convenience only and must have no substantive effect on construction of this Agreement.
10.10 No Waiver. The failure of a party to exercise any right hereunder will not operate as a
waiver of said party's right to exercise such right or any other right in the future.
10.11 Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together will be considered as one original.
10.12 Exhibits. All attached exhibits are fully incorporated into this Agreement.
In Witness Whereof,the parties have executed this Agreement on the dates hereafter indicated.
City of Round Rock, Texas
221 B. Main Street
Round Rock,Texas 78664 Attest:
By: By:
Nyle Maxwell,Mayor Sara White,City Secretary
Date Signed: Date Signed:
Approved As To Form:
By:
Stephan L. Sheets, City Attorney
The Goodman Corporation
a Texas corporation
3200 Travis Street, Ste.200
Houston, Texas77006-3654
By:
Title:
Date Signed:
S_ v... _A_ L,:, 12
Exhibit A
Planning Services Agreement
Scope of Services
1. Task 1: Ongoing Grant Management.
1.1 As an established FTA grantee, TGC will assist the City with the following ongoing
grant management activities.
(A) TGC will provide the City with grant preparation services, including strategy
recommendations, meeting facilitation (if applicable), grant application preparation
and submittal (according to applicable requirements and deadlines). TGC will ensure
that all federal grant requirements are satisfied, will track grant submissions through
the appropriate channels, will clarify details of the grant proposal to FTA officials,
will prepare and/or submit any follow-up documentation requested by FTA officials,
and will assist the City with the execution of an approved grant.
(B) TGC will assist the City with FTA compliance requirements, including annual
Certifications and Assurances; and with quarterly grant management activities,
including Financial Status Reports ("FSRs") and Milestones. TGC will create for the
City grant budget amendments and revisions, and advise the City staff regarding
grant options and grant close-out procedures. TGC will create for the City monthly
grant status update documents to aid the City in tracking the progress of the grants as
they relate to ongoing projects.
(C)If necessary,and as determined by the complexity of individual projects and grant
applications, TGC will travel to FTA regional headquarters in Fort Worth to discuss
of clarify project details.
1.2 Task 1 Deliverables. In conjunction with the services to be performed as part of Task 1,
TGC will provide entries, including grant submittals, revisions, amendments, etc. in the
FTA TEAM database for the City.
2. Task 2: Intergovernmental Assistance and Pursuit of Funding.
2.1.TGC will assist the City with the preparation of submittals for future funding earmarks
and advise the City regarding other potential funding resources to support transit related
projects as follows.
(A) Complete Job Access and Reverse Commute ("JARC") application with
assistance from the City on or before the October 31,2008 deadline.
(B) Creation of a new Interlocal Agreement with the Capital Metropolitan
Transportation Authority ("Capitol Metro") and the City which reflects the increase
Planning Services Agreement 00127353/PS
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
in the City's share of FTA Section 5307 funding. TGC will also meet with Capitol
Metro regarding the Interlocal Agreement.
(C) Preparation of a request for FTA Section 5309 Discretionary funds to support the
Downtown Intermodal Transit and Parking Facility during the Fiscal Year ("FY")
2009 Appropriation process,to begin in early 2008. Pursuit of FTA Section 5307 and
Federal Highway Administration ("FHWA") Surface Transportation Program
("STP") funding may require TGC to work in conjunction with the City's federal
Congressional delegation to secure funding through annual appropriations.
(D) Provide the City with assistance in the development of data and documentation
toward the programming of potential projects for consideration and inclusion in the
Capitol area Metropolitan Planning Organization ("CAMPO") Transportation
Improvement Program ("TIP") and long-range Metropolitan Transportation Plan
("MTP").
2.2 Task 2 Deliverables. TGC will provide or produce the following in conjunction with
Task 2.
(A) Preparation and submission of JARC application and a request for FTA Section
5309 and FHWA STP funding during the FY 2009 Congressional Appropriations
process.
(B) Creation of a new Interlocal Agreement between the City and Capitol Metro.
(C) Provide information as needed to support recommended projects for inclusion in
the TIP and MTP.
(D) Attendance and participation on behalf of the City at Congressional briefmgs in
Washington, D.C.
3. Task 3: Review Proposed Express Commuter Service.
3.1 TGC will review the express commuter service approved by the City Council as follows.
(A) Estimate potential transit demand based on Texas Transportation Institute
methodology for park and ride demand and space, utilization requirements and
review City data demand estimates collected as a result of the City's online survey
and available employee zip code information collected from businesses along the SH
45 corridor.
(B)Based on the demand analysis estimates, determine the link volumes to be served.
(C) Review and revise headways for the proposed transit service needed to meet link
volumes.
(D)Review and revise routing and scheduling of the proposed transit service.
Planning Services Agreement 2
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
(E)Review and revise operating cost estimates for the proposed transit service.
(F) Review and revise the implementation plan schedule for the proposed transit
service.
(G)Provide vehicle alternatives to support proposed transit service.
3.2 Task 3 Deliverables. In conjunction with the services to be performed as part of Task 3,
TGC will provide a technical memorandum outlining recommended revisions to the
proposed express commuter service to include defined route(s), scheduling, and vehicle
recommendations which will be the basis for the Invitation for Bid(Task 5, below).
4. Task 4: Public Outreach.
4.1 TGC will conduct one public outreach meeting in Round Rock to solicit public comments
and input regarding the proposed commuter service alternatives.
4.2 Task 4 Deliverables. Information collected by TGC from the public outreach meeting
will be integrated into the technical memorandum produced as part of Task 3.
5. Task 5: Invitation for Bid.
5.1 TGC will develop and Invitation for Bid("IFB"),with assistance from the City, for the
provision of private transportation operators interested in providing"full turn-key"transit
services in accordance with the Service Plan identified in Task 3. The IFB package will
contain the following items.
(A) IFB notice of invitation with submittal requirements. A list of vendors will be
provided.
(B)Project background information with service schedule and route map exhibits.
(C)A Scope of Services with a project description, equipment requirements,
personnel requirements, and performance standards.
(D)All Special and General Provisions required by federal law.
(E)A compensation Agreement.
(F)An oversight process including the following:
(1)Attendance of pre-proposal conference to be lead by the City.
(2)Assisting the City in responding to questions and addendums to the IFB.
Planning Services Agreement 3
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
(3)Participation in weighing of criteria and final selection as needed and
requested by the City.
(4)Assisting with negotiations and contracts for services as needed and requested
by the City.
5.2 Task 5 Deliverables. In conjunction with the services to be performed as part of Task 5,
TGC will develop and prepare a complete IFB package for the City.
Task 6: Marketing Plan.
6.1 TGC will conduct the following marketing plan to assist in the promotion of the new
transit service.
(A)Brand Identity. Creation of a logo and slogan to increase public awareness of the
new public transportation service.
(B) Local Print Coverage. Provide promotional and informational coverage in local
and regional newspapers.
(C) Support Components. Direct marketing to employees through employer's
company websites,payroll insertions, and related strategies.
(D)Development of Media Kit. Create a sample advisory notice(to serve as a template
for notification in the event of a change in service)and press release concerning the new
public transportation service.
(E) Content for City Website. Provide pertinent information related to public
transportation for City developed website. Information will include schedules, fares,
route map(s), contact,project status,pres releases, and other relevant information.
6.2 Task 6 Deliverables. In conjunction with the services to be performed as part of Task 6,
TGC will prepare the various marketing components including brand identity, local print
coverage and support components, development of media kit,and supply of content for
the City website. The deliverables for this Task will not include hard-copy production of
schedules and route maps.
Planning Services Agreement 4
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
Exhibit B
Planning Services Agreement
Budget Schedule
The total budget of One Hundred Twenty Two Thousand and No/100 Dollars($122,000.00),
inclusive of all fees and expenses,will be paid on a lump-sum,percent completion fee basis for
the performance of the Scope of Services and in accordance with Section 2 of the Agreement.
Task Budget
Tl t !1iianAssistance X24,000,00
T2: Intergovernmental Financial Assistance $30,000.00
T3 sttg Transitl# rnativ+ s $20,fl0000;
T4:Public Outreach $3,000.00
TS: nvtaa> fbr.;Bd $20,040,00
T6:Marketing Plan $25,000.00
Total $1229000.00
Planning Services Agreement 00127718/PS
City of Round Rock/The Goodman Corporation
Exhibit B-Budget Schedule
Exhibit C
Planning Services Agreement
Work Schedule
Attached behind this page.
Planning Services Agreement 00127930/PS
City of Round RockfMe Goodman Corporation
Exhibit C-Work Schedule
Ongoing Public Transportation Planning Services
iD Q
Task Name gala Oct Qtr Nov007
Qtr.1 2008 ..
Mar A r M � .__. __... ... Qq�2OOB
P eY tr A 0 Sem Oct —Nov. Dec...
2 T2•Inforgovernmantal AssislancefPursuft of Funding -- Wendy
-
3....... JARC Application
4..._.. „ Draft JARCApplication
1
-06ndy.Susan
5..... Submit application to City +
j Wendy
e Interlocal Agreement
y... Meet with Capital Metro
[tarry
Draft lnted ocal Agreement
Barry
8 Submit Interfocal Agreement to City for review Barry
�D 7i Final revision and resubmittal I Barry
11 Request Funding-2009 Approprlatkms
j.2,... a Write-up application Wendy
13.... _
Submit application to City for review t]Wendy
11 i Complete final revisions and submit _-
I Wendy
15 Delegation to meet with Congressional staff
16.... TIP and MTP SupportNa1alle,Barry ___
. 17 T3-Review Eslating Transit Alternatives
-—— -— ..... ......
Wendy
14 Estimate transit demand �t
)Carf Greg
19 Determine fink volumes cad
,Greg
20 Review CIAGreg.
41.... Review routing end scheduling Cart Greg
Review operating Cost estimates ,Carl,Greg
23 Review implementation plan schedule ._...
�..._.7�If Greg
2�
Draft technical memorandum ,
_...__..
Greg
Submit drag to City for review
it
Z8 Find revisions and resubmlttsi Greg
T4•Public Outreach
Send out public notice of meeting 'f Greg
29 'u�i Assemble materials for public meeting
Orap
30 Public meeting Cod,Greg
31 ^' Incorporate information from public meeting in tech.memorandum
area
32 T6-Invitation for Bids
33 Develop IFS 1rYendy
t
34 i Submit IFS to City for review Wendy
Final revisions and resubmittal Wendy38 oversightAcOvifles
37 (�, Attend pr"ropo%W conference(City to lead) Wendy,Barry
38 2 Respond to questionsladdendume to IF8 l _ f-Wendy,Barry
38 Participate in selection committee and evaluate proposals(City to land) l Wendy,Barry
40 ..
Assist City with contract negotiations
41
79•Marketing Plan
42
I— Create logo
43
Develop press release for locebra
P P a papers and maria kit material Kellie
44 o Develop media Mt
Kagls
46 Submit materials to City for review
Kahles_
48.
Revise and submit to appropriate made contact +.
47 „ Meet with employers to discuss KNIle
marketing opportunity to employees
i Ketole
48 Create content for City developed website
..... ..._._................ .... or"
ProjectROR101 Work Plan WO edits Task _... -.._._._._.._� Progress Summary ^ ExtemalTaska .........:........__..._..._', Deadline
Date:Wed 12/5!07 8p8 Milestone . Project Summary ( External Milestone
The Goodman Corporation Page 1
DATE: February 7, 2008
SUBJECT: City Council Meeting - February 14, 2008
ITEM: 9B3. Consider a resolution authorizing the Mayor to execute a Planning
Services Agreement with The Goodman Corporation to develop and
implement a Peak Hour Express Transit Service between Round Rock
and the Capital Metropolitan Transit Authority service area.
Department: Finance and Transportation Services
Staff Person: Cindy Demers, Director of Finance
Tom Word, Chief of Public Works Operations
Justification:
In August 2007, City Council directed staff to move forward with the development
and implementation of a Peak Hour Express Transit Service between Round Rock and the
Capital Metropolitan Transit Authority (CMTA) service area. With the adoption of the
Fiscal Year 2008 Budget, City Council approved funding for the express transit service.
Funding:
Cost: $122,000.00
Source of funds: General Fund
Outside Resources: Capital Metropolitan Transit Authority
Background Information:
As one of the fastest growing cities in the Central Texas region, the City of Round
Rock is facing many transportation challenges such as increased pollution, traffic
congestion, and travel time delays, which could negatively impact the quality of life
for residents. Transit, as well as planned transportation improvements will help to
mitigate these future concerns.
Implementation of a Peak Hour Express Transit Service is the next step in expanding
transit services beyond the existing demand-response service. The express service will
provide commuters and reverse commuters with connections between Round Rock
and the CMTA Park and Ride at Tech Ridge during the morning and evening peak
hour travel times. In addition to Municipal Office Complex and an interim park and
ride in the vicinity of IH 35 and SH 45, the express service will provide service to
employers located along Louis Henna Blvd/SH 45 and within the City limits. The Tech
Ridge Park and Ride provides riders with access to the CMTA North Lamar/South
Congress Route, the Dell Limited Route, the Braker Route and the Tech Ridge Express
Route, as well as others. The City will continue to provide demand-response service
within the City limits.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
Exhibit A
Planning Services Agreement
Scope of Services
1. Task 1: Ongoing Grant Management.
1.1 As an established FTA grantee, TGC will assist the City with the following ongoing
grant management activities.
(A) TGC will provide the City with grant preparation services, including strategy
recommendations, meeting facilitation (if applicable), grant application preparation
and submittal (according to applicable requirements and deadlines). TGC will ensure
that all federal grant requirements are satisfied, will track grant submissions through
the appropriate channels, will clarify details of the grant proposal to FTA officials,
will prepare and/or submit any follow-up documentation requested by FTA officials,
and will assist the City with the execution of an approved grant.
(B) TGC will assist the City with FTA compliance requirements, including annual
Certifications and Assurances; and with quarterly grant management activities,
including Financial Status Reports ("FSRs") and Milestones. TGC will create for the
City grant budget amendments and revisions, and advise the City staff regarding
grant options and grant close-out procedures. TGC will create for the City monthly
grant status update documents to aid the City in tracking the progress of the grants as
they relate to ongoing projects.
(C)If necessary,and as determined by the complexity of individual projects and grant
applications, TGC will travel to FTA regional headquarters in Fort Worth to discuss
of clarify project details.
1.2 Task 1 Deliverables. In conjunction with the services to be performed as part of Task 1,
TGC will provide entries, including grant submittals, revisions, amendments, etc. in the
FTA TEAM database for the City.
2. Task 2: Intergovernmental Assistance and Pursuit of Funding.
2.1.TGC will assist the City with the preparation of submittals for future funding earmarks
and advise the City regarding other potential funding resources to support transit related
projects as follows.
(A) Complete Job Access and Reverse Commute ("JARC") application with
assistance from the City on or before the October 31, 2008 deadline.
(B) Creation of a new Interlocal Agreement with the Capital Metropolitan
Transportation Authority ("Capitol Metro") and the City which reflects the increase
Planning Services Agreement 00127353/PS
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
in the City's share of FTA Section 5307 funding. TGC will also meet with Capitol
Metro regarding the Interlocal Agreement.
(C)Preparation of a request for FTA Section 5309 Discretionary funds to support the
Downtown Intermodal Transit and Parking Facility during the Fiscal Year ("FY")
2009 Appropriation process,to begin in early 2008. Pursuit of FTA Section 5307 and
Federal Highway Administration ("FHWA") Surface Transportation Program
("STP") funding may require TGC to work in conjunction with the City's federal
Congressional delegation to secure funding through annual appropriations.
(D) Provide the City with assistance in the development of data and documentation
toward the programming of potential projects for consideration and inclusion in the
Capitol area Metropolitan Planning Organization ("CAMPO") Transportation
Improvement Program ("TIP") and long-range Metropolitan Transportation Plan
("MTP").
2.2 Task 2 Deliverables. TGC will provide or produce the following in conjunction with
Task 2.
(A) Preparation and submission of JARC application and a request for FTA Section
5309 and FHWA STP funding during the FY 2009 Congressional Appropriations
process.
(B)Creation of a new Interlocal Agreement between the City and Capitol Metro.
(C) Provide information as needed to support recommended projects for inclusion in
the TIP and MTP.
(D) Attendance and participation on behalf of the City at Congressional briefings in
Washington,D.C.
3. Task 3: Review Proposed Express Commuter Service.
3.1 TGC will review the express commuter service approved by the City Council as follows.
(A) Estimate potential transit demand based on Texas Transportation Institute
methodology for park and ride demand and space, utilization requirements and
review City data demand estimates collected as a result of the City's online survey
and available employee zip code information collected from businesses along the SH
45 corridor.
(B)Based on the demand analysis estimates, determine the link volumes to be served.
(C) Review and revise headways for the proposed transit service needed to meet link
volumes.
(D)Review and revise routing and scheduling of the proposed transit service.
Planning Services Agreement 2
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
(E)Review and revise operating cost estimates for the proposed transit service.
(F) Review and revise the implementation plan schedule for the proposed transit
service.
(G)Provide vehicle alternatives to support proposed transit service.
3.2 Task 3 Deliverables. In conjunction with the services to be performed as part of Task 3,
TGC will provide a technical memorandum outlining recommended revisions to the
proposed express commuter service to include defined route(s), scheduling, and vehicle
recommendations which will be the basis for the Invitation for Bid(Task 5,below).
4. Task 4: Public Outreach.
4.1 TGC will conduct one public outreach meeting in Round Rock to solicit public comments
and input regarding the proposed commuter service alternatives.
4.2 Task 4 Deliverables. Information collected by TGC from the public outreach meeting
will be integrated into the technical memorandum produced as part of Task 3.
5. Task 5: Invitation for Bid.
5.1 TGC will develop and Invitation for Bid("IFB"),with assistance from the City, for the
provision of private transportation operators interested in providing"full turn-key"transit
services in accordance with the Service Plan identified in Task 3. The IFB package will
contain the following items.
(A) IFB notice of invitation with submittal requirements. A list of vendors will be
provided.
(B)Project background information with service schedule and route map exhibits.
(C)A Scope of Services with a project description, equipment requirements,
personnel requirements,and performance standards.
(D)All Special and General Provisions required by federal law.
(E)A compensation Agreement.
(F)An oversight process including the following:
(1)Attendance of pre-proposal conference to be lead by the City.
(2)Assisting the City in responding to questions and addendums to the IFB.
Planning Services Agreement 3
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
(3)Participation in weighing of criteria and final selection as needed and
requested by the City.
(4)Assisting with negotiations and contracts for services as needed and requested
by the City.
5.2 Task 5 Deliverables. In conjunction with the services to be performed as part of Task 5,
TGC will develop and prepare a complete IFB package for the City.
Task 6: Marketing Plan.
6.1 TGC will conduct the following marketing plan to assist in the promotion of the new
transit service.
(A)Brand Identity. Creation of a logo and slogan to increase public awareness of the
new public transportation service.
(B)Local Print Coverage. Provide promotional and informational coverage in local
and regional newspapers.
(C)Support Components. Direct marketing to employees through employer's
company websites,payroll insertions,and related strategies.
(D)Development of Media Kit. Create a sample advisory notice(to serve as a template
for notification in the event of a change in service)and press release concerning the new
public transportation service.
(E) Content for City Website. Provide pertinent information related to public
transportation for City developed website. Information will include schedules, fares,
route map(s), contact, project status,Pres releases, and other relevant information.
6.2 Task 6 Deliverables. In conjunction with the services to be performed as part of Task 6,
TGC will prepare the various marketing components including brand identity, local print
coverage and support components, development of media kit,and supply of content for
the City website. The deliverables for this Task will not include hard-copy production of
schedules and route maps.
Planning Services Agreement 4
City of Round Rock/The Goodman Corporation
Exhibit A-Scope of Services
Exhibit B
Planning Services Agreement
Budget Schedule
The total budget of One Hundred Twenty Two Thousand and No/100 Dollars($122,000.00),
inclusive of all fees and expenses,will be paid on a lump-sum,percent completion fee basis for
the performance of the Scope of Services and in accordance with Section 2 of the Agreement.
Task Budget
T1: Ongoing Grant Assistance $24,000.00
T2: Intergovernmental Financial Assistance $30,000.00
T3:Review Existing Transit alternatives $203,000.00
T4:Public Outreach $39000.00
T5:Invitation for Bid $20,000.00
T6:Marketing Plan $25,000.00
Total $1229000.00
Planning Services Agreement 00127718rns
City of Round Rock/The Goodman Corporation
Exhibit B-Budget Schedule
Exhibit C
Planning Services Agreement
Work Schedule
Attached behind this page.
Planning Services Agreement 00127930/PS
City of Round Rock/'The Goodman Corporation
Exhibit C-Work Schedule
Ongoing Public Transportation Planning Services
i
Qtr 4 2007 Qtr/2008
!D o Task Name qtr 2 2008.... t11r.3,2006. .. Qtr 4 2006...
$ep1 Tt-Ongoing brant Aasbhnx Oct Nov ------ Ma ° - _ .-. --.- _ Nov Dec
-7
Wendy
2 T2-Intergovernmental AsslstancelPursult of Funding
3 JARC Application
4.. Draft JARC Application Wandy,8uaan
5 Submit application to CityWend— iY
6 Ingdoeal AgreementMEW
7 r" Meet with Capital Metro h,tierry
....8..
Draft Interlocal Agreement 'e____._.._...__.__,
Barry
9 Submit Interlocal Agreement to City for review V !I Barry
10 Final revision and resubmittal --i Barry
LA
11 Request Funding.2009 Appropriations ��
12 Write-up application
r-- - —Wattd
__ ---j y
13 Submit application to City for review t Wendy
14 Complete final revisions and submit 4`
i_. Wendy
1$ Delegation to meet with Congressional staff NahBe,Barry
16 TSP and MTP Support
J
17 T,-Review EaisfIng Transit Alternatives Wendy
18 , Estimate tra<uitdemand Cari;Oteg
is Determine link volumes t,mGreg
20 Review headways
21 Review routing and scheduling Carl Oreg
22 Review operating cost estimates -i ca G
reg
23 Review implementation plan schedule Orap
24 Draft technical memorandum 1l- Gr.g
25 Submit draft to City for review
28 , Final revisions and resubmfthl
i Greg
27 T4-Public Outreach
26 , Send out public notice of meeting Greg
29 Assemble materials for public meeting O►ag
30 Public meeting *Carl,Orag
31 Incorporate information from public meeting in tech.memorandum ;;Greg
32 Tri-Invitation for Bids
33 Develop IFS
T,.Wendy
34 Submit IFS to City for review i Wendy
35 Final revisions and resubmittal yy
36 OversightAetivitles
37 , Attend pre-proposal conference(City to lead) wendy,Barry
u
38 Respond to questions/addendums to tFB -.
i G,Wendy,Barry
36 Participate in selection committee and evaluate proposals(City to lead) * Wendy,earry
40 �, Assist City with contract negotiations ____ — .
--— -... Bury
41 T6-Marketing PlanMMW -
42 Create logo ----
i
43 Develop press release for locatheg.papers and media ick material -------
i 1(altta
44 ..^�.', Develop media idt (--- KMa
45 Submit materials to City for review
46 Revise and submit to appropriate media contact fi Kellie
47 Meet with employers to discuss marketing opportunity to employees
i KeYle
46 Create content for City developed website -_-- -_ O
reg
Progress ... ........
Project ed 12& Work Poen WO edits Tack _..-_ _ _ lir Summary ^ External Tasks Deadline
Date:Wed 12/5/07 Split Milestone ♦ Project Summary External Milestone
The Goodman Corporation Page 1
Planning Services Agreement
This Planning Services Agreement(the"Agreement") is entered into between the City of Round
Rock, Texas(the"City")and The Goodman Corporation("TGC").
Background
A. The City recognizes the importance of prudent and professional transportation planning
for sustaining the City's growth and mobility.
B. The City has successfully secured federal funding to support the downtown intermodal
transit and parking facility, as well as a Letter of No Prejudice from the Federal Transit
Authority ("FTA') protecting streetscape and intermodal expenditures, and has become
an officially designated grantee by the FTA.
C. TGC offers a host of transit planning services which can benefit the City in managing
and applying acquired funding and developing its public transportation services.
D. The City and TGC wish to enter into an agreement whereby TGC will make its services
available to the City on an ongoing basis.
In consideration of the mutual covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree
as follows.
Terms and Conditions
1. Services
TGC will provide the following services to the City. The services and associated deliverables
are more fully described in the Scope of Services attached as Exhibit A. TGC will provide such
services in accordance with the Work Schedule attached as Exhibit C.
1.1 Ongoing Grant Management. As an established FTA grantee, TGC will assist the City
with ongoing grant management activities.
1.2 Intergovernmental Assistance and Pursuit of Funding. TGC will assist the City with
the preparation of submittals for future funding earmarks and advise the City regarding
other potential funding resources to support transit related projects.
1.3 Review Proposed Express Commuter Service. TGC will review the express commuter
service approved by the City Council.
1.4 Public Outreach. TGC will conduct one public outreach meeting to solicit public
comments and input regarding the proposed commuter service alternatives.
1.5 Invitation for Bid. TGC will develop, with assistance from the City, and Invitation for
Bid ("IFB") for the provision of private transportation operators interested in providing
"full turn-key" transit services in accordance with the findings from the review of the
proposed express commuter service approved by the City Council.
1.6 Marketing Plan. TGC will propose a marketing plan to assist the City in the promotion
of the new transit services.
2. Payment for Services
2.1 Budget. The total budget for the services contracted for under this Agreement will be no
more than One Hundred Twenty Two Thousand and No/100 Dollars($122,000.00).
2.2 Payments to be Made Upon Approval of Invoices. Payment will be made based
completion of work as evidenced by the City's acceptance of the deliverables enumerated
in Exhibit A and only when accompanied by an invoice prepared in accordance with the
terms below. Upon delivery by TGC and acceptance by the City of the deliverable(s)and
invoice(s) designated in the Exhibit A for each service,the City will pay TGC an agreed-
upon lump sum amount, representing a certain portion of the total budget designated for
such services. The amounts due are specified in Exhibit B. Payments a strictly subject to
City's approval of such invoice(s) and deliverable(s), and any amounts listed in Exhibit B
may be adjusted by the City according to the terms of this Agreement.
(A)Invoices. To receive payment, TGC will prepare and submit a series of detailed
invoices to City for services rendered and deliverables produced. Each invoice for
professional services will detail the services performed and deliverables produced,
along with documentation. All payments to TGC will be made on the basis of the
deliverables and invoices submitted by TGC and approved by City.
Should additional backup material be requested by City, TGC will comply promptly.
In this regard, should City determine it necessary, TGC will make all records and
books relating to this Agreement available to City for inspection and auditing
purposes.
If City has any dispute with work performed, then City will notify TGC within thirty
(30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event TGC will either (a) satisfactorily re-perform the
disputed services or(b)provide City with an appropriate credit.
(B)Payment of Invoices. City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to TGC and to adjust same to
meet the requirements of this Agreement. Following approval of invoices, City will
endeavor to pay TGC promptly, but no later than the time period required under the
Texas Prompt Payment Act described in Section 2.3 herein. Under no circumstances
will TGC be entitled to receive interest on payments which are late because of a good
faith dispute between TGC and City or because of amounts which City has a right to
withhold under this Agreement or state law. City will be responsible for any sales,
2
gross receipts or similar taxes applicable to the services, but not for taxes based upon
TGC's net income.
(C)Offsets. City can, at its option, offset any amounts due and payable under this
Agreement against any debt (including taxes) lawfully due to City from TGC,
regardless of whether the amount due arises pursuant to the terms of this Agreement
or otherwise and regardless of whether or not the debt due to City has been reduced
to judgment by a court.
2.3 Prompt Payment Policy. In accordance with Chapter 2251, V.T.C.A., Texas
Government Code, payment to TGC will be made within 30 days from the day on the
which the City receives and accepts specific deliverables,or within 30 days of the day on
which the performances of services was complete, or within 30 days of the day on which
the City receives a correct invoice for the performance of services or production of
deliverables, whichever is later. TGC may charge a late fee on 1% for payments not
made in accordance with this prompt payment policy; however, this policy does not
apply to payments made by the City in the event:
(A)There is a bona fide dispute between the City and TGC concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late;or
(B)The terms of a federal contract, grant, regulation, or statute prevent eth City from
making a timely payment with federal funds;or
(C)There is bona fide dispute between the parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered of the services performed which causes the payment to be late;or
(D)Invoices are not mailed to the City in strict accordance with instructions, if any,
on the purchase order,Agreement, or other such contractual arrangement.
2.4 Non-Appropriation and Fiscal Funding. This Agreement is a commitment of the
City's current revenues only. It is understood and agreed that the City reserves the right
to terminate this Agreement at the end of any City fiscal year if the governing body of
the City does not appropriate funds sufficient to purchase the services as determined by
its budget for the fiscal year in question. The City may effect such termination by giving
TGC written notice of termination at the end of its then-current fiscal year.
3. Independent Contractor Status
TGC is an independent contractor, and is not City's employee. TLC's employees or
subcontractors are not City's employees. This Agreement does not create a partnership,
employer-employee, or joint venture relationship. No party has authority to enter into contracts
as agent for the other party. TGC and City agree to the following rights consistent with an
independent contractor relationship:
3
3.1 TGC has the right to perform services for others during the term hereof.
3.2 TGC has the sole right to control and direct the means, manner and method by which
services required by this Agreement will be performed.
3.3 TGC has the right to hire assistants as subcontractors, or to use employees to provide the
services required by this Agreement.
3.4 TGC or its employees or subcontractors will perform services required hereunder, and
City will not hire, supervise, or pay assistants to help TGC.
3.5 Neither TGC nor its employees or subcontractors will receive training from City in skills
necessary to perform services required by this Agreement.
3.6 City will not require TGC or its employees or subcontractors to devote full-time to
performing the services required by this Agreement.
3.7 Neither TGC nor its employees or subcontractors are eligible to participate in any
employee pension,health,vacation pay, sick pay,or other fringe benefit plan of City.
4. TLC's Responsibilities
In addition to upholding the terms of this Agreement and performing the services listed in
Exhibit A,TGC will be responsible for the following.
4.1 Warranties. TGC represents that it is specially trained,experienced and competent to
perform all of the services,responsibilities and duties specified herein.TGC warrants
that all services performed hereunder will be performed consistent with generally
prevailing professional or industry standards,and will be performed in a professional and
workmanlike manner.TGC will re-perform any work not in compliance with this
warranty.
4.2 Indemnification. TGC agrees to hold harmless, exempt,and indemnify City, its officers,
agents, directors, servants, representatives and employees, from and against any and all
suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines,
penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys fees and all other costs
and fees incident to any work done as a result hereof. In no event will TGC be liable to
the City for special or consequential damages, statutory or otherwise.
4.3 Local, State And Federal Taxes. TGC will pay all income taxes, and FICA (Social
Security and Medicare taxes) incurred while performing services under this Agreement.
City will not do and is not responsible the following:
(A)Withholding FICA from TLC's payments or make FICA payments on its behalf,
4
(B)Making state and/or federal unemployment compensation contributions on TGC's
behalf;or
(C)Withholding state or federal income tax from any of TLC's payments.
(D)If requested, City will provide TGC with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of
Texas Sales and Use Tax.
4.4 Compliance with Laws, Charter and Ordinances. TGC, its consultants, agents,
employees and subcontractors will comply with all applicable federal and state laws, the
Charter and Ordinances of the City of Round Rock, as amended, and all applicable rules
and regulations promulgated by local, state and national boards, bureaus and agencies.
TGC will further obtain all permits, licenses, trademarks, copyrights, and the like
required in the performance of the services contracted for herein, and same shall belong
solely to City at the expiration of the term of this Agreement.
4.5 Financial Interest Prohibited. TGC covenants and represents that TGC, its officers,
employees, agents, consultants and subcontractors will have no financial interest, direct
or indirect, in the purchase or sale of any product, materials or equipment that will be
recommended or required hereunder.
4.6 Non-Solicitation. TGC agrees that it will not directly or indirectly solicit for
employment, employ, or otherwise retain staff of the City during the term of this
Agreement.
4.7 Assignment. TGC hereby binds itself, its successors,assigns and legal representatives to
the City with respect to the terms of this Agreement. TGC cannot assign any rights
hereunder without the City's prior written approval.
4.8 Designation of TGC Representative. TGC hereby designates the following
representative authorized to act in its behalf with regard to this Agreement.
Barry Goodman
The Goodman Corporation
3200 Travis Street Suite 200
Houston, Texas 77006
(713)951-7951 voice
(713)951-7957
5. City's Responsibilities
In addition to upholding the terms of this Agreement, the City will be responsible for the
following.
5.1 Full information. The City will provide full information regarding project
requirements. The City will have the responsibility of providing TGC with such
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documentation and information as is reasonably required to enable TGC to provide the
services called for. The City will cause its employees and any third parties who are
otherwise assisting, advising or representing the City to cooperate on a timely basis with
TGC in the provision of its services. TGC can rely upon written information provided by
the City and its employees and agents as accurate and complete. TGC can rely upon any
written directives provided by the City or its designated representative concerning
provision of services.
5.2 Required materials. TGC's performance requires receipt of all requested information
reasonably necessary to provision of services. The City will furnish information which
includes access to the property, preliminary information and/or data regarding the site
and surrounding property (if applicable), pertinent correspondence with other local
municipal and planning officials, previous market analyses or feasibility studies, and
other pertinent information. TGC agrees,within ten(10) days of the effective date of this
Agreement, to provide the City with a comprehensive and detailed information request
list.
5.3 Indemnification. City agrees to hold harmless, exempt, and indemnify TGC, its
officers, agents, directors, servants, representatives and employees, from and against any
and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages, fines,
penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys fees and all other costs
and fees incident to any work done as a result hereof. In no event will the City be liable
to TGC for special or consequential damages, statutory or otherwise.
5.4 Assignment. The City hereby binds itself, its successors, assigns and legal
representatives to TGC with respect to the terms of this Agreement. The City cannot
assign any rights hereunder without TGC's prior written approval.
5.5 Designation of City Representative. The City hereby designates the following
representative authorized to act in its behalf with regard to this Agreement.
David Bartels
Public Works Operations
City of Round Rock
212 Commerce Blvd.
Round Rock, Texas 78664
(512)218-5562 voice
(512)218-3242 fax
Email: dbartels@round-rock.tx.us
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6. Confidentiality and Ownership of Materials
6.1 Any and all programs, data, or other materials furnished by the City for use by TGC in
connection with services to be performed under this Agreement, and any and all data and
information gathered by TGC, will be held in confidence by TGC as set forth hereunder.
Each party agrees to take reasonable measures to preserve the confidentiality of any
proprietary or confidential information relative to this Agreement, and to not make any
use thereof other than for the performance of this Agreement, provided that no claim may
be made for any failure to protect information that occurs more than three (3)years after
the end of this Agreement.
6.2 The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
6.3 All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to the City is confidential information
of the City. TGC's proprietary software, tools, methodologies, techniques, ideas,
discoveries, inventions, know-how, and any other information which reasonably should
be understood to be confidential to TGC is confidential information of TGC. The City's
confidential information and TLC's confidential information is collectively referred to as
"Confidential Information." Each party shall use Confidential Information of the other
party only in furtherance of the purposes of this Agreement and must not disclose such
Confidential Information to any third party without the other party's prior written
consent, which consent may not be unreasonably withheld. Each party agrees to take
reasonable measures to protect the confidentiality of the other party's Confidential
Information and to advise their employees of the confidential nature of the Confidential
Information and of the prohibitions herein.
6.4 Notwithstanding anything to the contrary contained herein,neither party will be obligated
to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the
Disclosing Party; (2) is released by the Disclosing Party to any other person or entity
(including governmental agencies)without restriction; (3) is independently developed by
the recipient without any reliance on Confidential Information; or(4) is or later becomes
publicly available without violation of this Agreement or may be lawfully obtained by a
party from any non-party. Notwithstanding the foregoing, either party will be entitled to
disclose Confidential Information of the other to a third party as may be required by law,
statute, rule or regulation, including subpoena or other similar form of process, provided
that (without breaching any legal or regulatory requirement) the party to whom the
request is made provides the other with prompt written notice and allows the other party
to seek a restraining order or other appropriate relief.
6.5 Subject to TGC's confidentiality obligations under this Agreement, nothing herein will
preclude or limit TGC from providing similar services for other clients.
6.6 Neither the City nor TGC will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the
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party's exercise of the same level of protection and care that such party customarily uses
in safeguarding its own proprietary and confidential information.
6.7 Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared
expressly for the City and delivered under the terms of this Agreement (the
"Deliverables"); and TGC will own any general skills, know-how, expertise, ideas,
concepts, methods, techniques, processes, software, or other similar information which
may have been discovered, created, developed or derived by TGC either prior to or as a
result of its provision of services under this Agreement (other than the Deliverables).
TGC's working papers and TLC's Confidential Information (as described herein) will
belong exclusively to TGC. The City will have a non-exclusive, non-transferable license
to use TLC's Confidential Information for the City's own use including for the purposes
for which they were delivered.
7. Effective Date and Term
7.1 Effective Date. This Agreement will be effective upon its execution by both parties.
7.2 Term. This Agreement will be in effect from the effective date and remain in full force
and effect until such time as the obligations herein have been fulfilled, or until the
Agreement is terminated as provided herein.
8. Termination and Default
8.1 This Agreement may be terminated for any of the following conditions:
(A)By City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to the
other party not less than thirty (30)days prior to termination.
(B)By mutual agreement and consent of the parties, such agreement to be in writing.
(C)By either party for failure by the other party to perform the services set forth
herein in a satisfactory manner, such termination notice to be given in writing to the
other party.
(D)By either party for failure by the other party to fulfill its obligations herein.
(E)By satisfactory completion of all services and obligations described herein.
8.2 Should City terminate this Agreement as herein provided, no fees other than fees due and
payable at the time of termination will thereafter by paid to TGC. City will pay TGC for
all uncontested services performed to date of notice of termination.
8.3 If either party defaults in performance of this Agreement or if City terminates this
Agreement for default on the part of TGC,then City will give consideration to the actual
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costs incurred by TGC in performing the work to the date of default. The cost of the
work that is useable to City, the cost to City of employing another firm to complete the
useable work, and other factors will affect the value to City of the work performed at the
time of default.
8.4 The termination of this Agreement and payment of an amount in settlement as set forth
above will extinguish all rights, duties, and obligations of City and the terminated party
to fulfill contractual obligations. Termination under this section will not relieve the
terminated party of any obligations or liabilities which occurred prior to cancellation.
9. Notices
All notices and other communications in connection with this Agreement will be in writing
and will be considered given as follows.
9.1 When delivered personally to recipient's address as stated herein;or
9.2 Three(3)days after being deposited in the United States mail,with postage prepaid to the
recipient's address as stated below.
Notice to TGC:
Barry Goodman
The Goodman Corporation
3200 Travis Street Suite 200
Houston, Texas 77006
Notice to City:
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
and to:
City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
9.3 Nothing contained in this section will be construed to restrict the transmission of routine
communications between representatives of City and TGC.
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10. Miscellaneous Provisions
10.1 Amendments and Supplementary Agreements. The terms of this Agreement may be
modified by written Supplemental Agreement hereto, duly authorized by City Council or
City Manager action, if City determines that there has been a significant change in(1)the
scope, complexity, or character of the services to be performed; or(2)the duration of the
work. Any such Supplemental Agreement must be executed by both parties within the
period specified as the term of this Agreement. TGC will not perform any work or incur
any additional costs prior to the execution, by both parties, of such Supplemental
Agreement. TGC will make no claim for extra work done or materials furnished unless
and until there is full execution of any Supplemental Agreement, and City will not be
responsible for actions by TGC nor for any costs incurred by TGC relating to additional
work not directly authorized by Supplemental Agreement.
10.2 Applicable Law; Enforcement and Venue. This Agreement will be enforceable in
Round Rock, Texas, and if legal action is necessary by either party with respect to the
enforcement of any or all of the terms or conditions herein, exclusive venue for same will
lie in Williamson County, Texas. This Agreement will be governed by and construed in
accordance with the laws and court decisions of Texas.
10.3 Exclusive Agreement. The terms and conditions of this Agreement, including any
appended exhibits, constitute the entire agreement between the parties and supersede all
previous communications, representations, and agreements, either written or oral, with
respect to the subject matter hereof.No modifications of this Agreement will be binding
on any of the parties unless acknowledged in writing by the duly authorized governing
body or representative for each party.
10.4 Dispute Resolution. If a dispute arises under this Agreement, the parties agree to first
try to resolve the dispute with the help of a mutually selected mediator. If the parties
cannot agree on a mediator, City will select one mediator and TGC will select one
mediator and those two mediators will agree upon a third mediator. Any costs and fees,
other than attorney fees, associated with the mediation will be shared equally by the
parties.
10.5 No Arbitration. City and TGC hereby expressly agree that no claims or disputes
between the parties arising out of or relating to this Agreement or a breach thereof will be
decided by any arbitration proceeding, including without limitation, any proceeding
under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state
arbitration statute.
10.6 Attorney Fees. In the event that any lawsuit is brought by one party against any of the
other parties in connection with this Agreement, the prevailing party will be entitled to
seek to recover its reasonable costs and reasonable attorney fees.
10.7 Force Majeure. Notwithstanding any other provisions of this Agreement to the
contrary, no failure, delay or default in performance of any obligation hereunder will
constitute an event of default or a breach of this Agreement, only to the extent that such
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failure to perform, delay or default arises out of causes beyond control and without the
fault or negligence of the party otherwise chargeable with failure, delay or default;
including but not limited to acts of God, acts of public enemy, civil war, insurrection,
riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties,
strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
10.8 Severability. The invalidity, illegality, or unenforceability of any provision of this
Agreement or the occurrence of any event rendering any portion of provision of this
Agreement void will in no way affect the validity or enforceability of any other portion
or provision of this Agreement. Any void provision will be deemed severed from this
Agreement, and the balance of this Agreement must be construed and enforced as if this
Agreement did not contain the particular portion of provision held to be void. The parties
further agree to amend this Agreement to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision. The
provisions of this Article will not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
10.9 Headings. The section numbers and headings contained herein are provided for
convenience only and must have no substantive effect on construction of this Agreement.
10.10 No Waiver. The failure of a party to exercise any right hereunder will not operate as a
waiver of said party's right to exercise such right or any other right in the future.
10.11 Multiple Counterparts. This Agreement may be executed in multiple counterparts,
which taken together will be considered as one original.
10.12 Exhibits. All attached exhibits are fully incorporated into this Agreement.
In Witness Whereof,the parties have executed this Agreement on the dates hereafter indicated.
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City of Round Rock, Texas
221 E.Main Street
Round Rock, T xas Attest:
__a t(Oi-&-
By: By:
.1 IVV
e Maxwell,Mayor Sara White,City Secretary
Date Signed: 2.t+• N-) Date Signed: 2• ��'•
Approve ToIFm:
By:
Steph L. Sheets, City Attorney
The Goodman Corporation
a Texas corporation
3200 Travis Street, Ste. 200
Houston,Texas77006-3654
By:
Title:
Date Signed:
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