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R-09-03-26-10C4 - 3/26/2009RESOLUTION NO. R -09-03-26-10C4 WHEREAS, the City of Round Rock desires to retain professional planning services to conduct a study of the feasibility of creating a Round Rock/Georgetown rail link to the MetroRail Red Line, and WHEREAS, The Goodman Corporation has submitted an Agreement to provide said services, and WHEREAS, the City Council desires to enter into said agreement with The Goodman Corporation, 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 26th day of March, 2009. 'hi 1/1-. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Secretary 0:\WDOR\RESOLUTI\R90326C4.DOC/rmc 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 desires to procure the services of TGC to conduct a study of the feasibility of creating a Round Rock/Georgetown (RR/GT) rail link to the MetroRail Red Line. B. The City and TGC wish to enter into an agreement whereby TGC will make its services available to the City for such feasibility analysis. In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Terms and Conditions 1. Services TGC will provide the City with the services and associated deliverables which are fully described in the Scope of Services in Exhibit A attached hereto and incorporated herein by reference for all purposes. TGC will timely provide such services in accordance with the Supplemental Planning Schedule in Exhibit C attached hereto and incorporated herein by reference for all purposes. 2. Payment for Services 2.1 Budget. The budget for the services contracted for under this Agreement is delineated in the Budget Schedule in Exhibit B attached hereto and incorporated herein by reference for all purposes. The total budget will be a not -to -exceed amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), and such amount is inclusive of all fees and expenses of any nature. 2.2 Payments Made Upon Invoice Approval Payments will be made based upon 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 herein. 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 are strictly subject to the 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. 00155611/jkg 1 EXHIBIT (A) Invoice Submittal, Examination, Dispute. To receive payment, TGC will prepare and submit a series of invoices to the 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 the City. Should additional backup material be requested by the City, TGC will comply promptly. In this regard, should the City determine it necessary, TGC will make all records and books relating to this Agreement available to the City for inspection and auditing purposes. If the City has any dispute with work performed, then the 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 the City with an appropriate credit. (13) Invoice Correction, Payment. The 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, the City will endeavor to pay TGC promptly, but not 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 the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City will be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon TGC's net income. (C) Offsets. The City can, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) Lawfully due to the 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 the 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, any payment to be made by the City to TGC will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. TGC may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: 1. There is a bona fide dispute between the City and TGC, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or 2. There is a bona fide dispute between TGC and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 3. The terms of a fe4eral contract, grant, regulation, or statute prevent the City from making a timely p yment with federal funds; or 4. The invoice is not mailed to the City m strict accordance with any instruction on the purchase order relating to the payment. 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 the City's employee. TGC's employees or subcontractors are not the 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 the City agree to the following rights consistent with an independent contractor relationship: 1. TGC has the right to perform services for others during the term hereof. 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. TGC has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. 4. TGC or its employees or subcontractors will perform services required hereunder, and the City will not hire, supervise, or pay assistants to help TGC. 5. Neither TGC nor its employees or subcontractors will receive training from the City in skills necessary to perform services required by this Agreement. 6. The 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 the City. 4. TGC'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 the 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, Iiabilities 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. 43 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. The City is not responsible for the following: (A) Withholding FICA from TGC's payments or making FICA payments on its behalf; (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. If requested, the City will provide TGC with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and is 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 4 herein, and same shall belong solely to the 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 No 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: Susan Maclay, Vice President and Project Manager The Goodman Corporation 3200 Travis Street, Suite 200 Houston, Texas 77006 (512) 236-8002 (telephone) (512) 236-8004 (facsimile) 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 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 5 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. 53 Indemnification. The 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 No 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 (telephone) (512) 218-3242 (facsimile) Email: dbartels@round-rock.tx.us 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, 6 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 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: (A) By the City for reasons of its own, with or without cause, and not subject to the mutual consent of the 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) (E) By either party for failure by the other party to fulfill its obligations herein. By satisfactory completion of all services and obligations described herein. 8.2 Should the City terminate this Agreement as herein provided, no fees other than fees due and payable at tie time of termination will thereafter be paid to TGC. The City will pay TGC for all uncontested services performed to date of notice of termination. 8.3 If either party defaultsin performance of this Agreement or if the City terminates this Agreement for defauon the part of TGC, then the City will give consideration to the actual costs incurred by TGC in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the 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 the 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: 8 1. When delivered personally to recipient's address as stated herein; or 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 M. Goodman, President The Goodman Corporation 3200 Travis Street, Suite 200 Houston, Texas 77006 Notice to the 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 Nothing contained in this section will be construed to restrict the transmission of routine communications between representatives of the City and TGC. 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 the 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 the 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 9 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 party 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, the 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. The 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 pie event that any lawsuit is brought by one party against the other party 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 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 10 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 By: Title: Printed Name: Date Signed: Attest: By: Sara L. White, City Secretary For City, Approved as to Form: By Stephan L. Sheets, City Attomey The Goodman Corporation (TGC) By: Title: Pres ATM— Printed Name: err C-icodm&r Date Signed: M rah 5 3 2.0o9 11 THE GOODMAN CORPORATION Exhibit A Scope of Services BACKGROUND Williamson County's population is expected to reach 540,000 residents by 2020 — an increase of over 290,000 residents from 2000. The current transportation infrastructure, along with investments in new infrastructure, will greatly influence how this growth shapes the region as the location of future jobs and residences will be a function of, in part, a development's connectivity to an efficient transportation network. In 2004, Capital Metro proposed and won a ballot initiative to develop a commuter rail line between Leander and downtown Austin. Since its victory, Capital Metro has moved aggressively and plans to implement service in early 2009. The MetroRail is a "heavy rail" six -car system that will operate along a 32 -mile section of existing track owned by Capital Metro. The cities of Georgetown and Round Rock are studying the feasibility of creating a rail link to the MetroRail Red Line. Beginning in Georgetown, the proposed 16 mile rail link would travel along the existing Missouri -Kansas -Texas (MKT) line to the SH45 corridor before tying into the MetroRail Red Line north of the Howard Lane station and east of the Lakeline Station. The proposed rail link may have the potential of serving the communities Pflugerville, Taylor, Hutto, in addition to Round Rock and Georgetown. The Round Rock/Georgetown (RR/GT) rail link is only one of several rail alternatives that have been proposed for the area. The Austin -San Antonio Inter -Municipal Rail Corridor, the Amtrak Rail District, a CMTA MetroRail extension along the MoKan right-of-way, and a Texas Department of Transportation (TxDOT) MoKan Corridor are all alternatives that would link Round Rock by rail to the region. However, each of these approaches presents difficulties/issues that are not inherent in the RR/GT proposal such as high cost and need to relocate freight traffic. The City of Round Rock has requested that the Central Texas Regional Mobility Authority (CTRMA) assist with further analysis of the potential benefits of the proposed rail link as a future congestion mitigation project which may rank favorably within the Federal Transit Administration (FTA) "Small Starts" project category. The RR/GT proposal, through its ability to use existing MKT and SH45 corridor right of way, may be a very cost-effective approach to linking Round Rock and Georgetown to the Capital Metro system. To date, the City of Round Rock has completed limited preliminary configuration analysis to determine existing ROW envelop and grade factors, additional ROW required beyond the 1 median of the SH45 toll road, infrastructure improvements such as bridges, and options to link with the MetroRail system. The study also examined preliminary station locations and development potential. The GT/RR segment could be built primarily on abandoned MKT right of way which is owned by TxDOT. To date, these initial investigations have not revealed any significant obstacles to the concept: sufficient ROW appears to exist in the median of SH45 to support development of track and track bed; and a tie-in to the CMTA Red Line appears to be possible. ROLE OF CTRMA The RR/GT rail link project was introduced to the CTRMA by the City of Round Rock as a project with potential regional significance, and one which would very cost effectively network one of the fastest growing parts of the region to the commuter rail. The project may become part of a larger congestion mitigation strategy for the region and assist in meeting regional mobility objectives. The City of Round Rock has requested that the CTRMA sponsor the project by providing funding for this feasibility analysis to determine the competitiveness of the project within the context of the FTA's "Small Starts" framework, .and to determine the overall cost effectiveness of the proposed RR/GT rail link versus other rail projects currently being pursued. Beyond this study, CTRMA's further involvement in the proposed RR/GT rail link, whether from a capital funding, management, and/or other perspective, will largely be determined by the results of this feasibility analysis. ROLE OF CITY OF ROUND ROCK As the instigator and co-sponsor of this project, the City of Round Rock has completed some very preliminary engineering to test the feasibility of leveraging the existing ROW within the SH45 corridor and the abandoned MKT rail in support of the rail link. In this phase, the City of Round Rock will continue to develop the engineering and costs. ROLE OF STAKEHOLDERS The following agencies will be approached to participate as stakeholders: • City of Pflugerville • City of Austin • City of Georgetown • City of Hutto • Williamson County • CAMPO 2 • Capital Metro • TxDOT Collaboration with additional agencies may also occur once the project kicks -off. Stakeholders may be responsible for providing technical assistance, strategy/program development, administration, and data collection, among other forms of participation. PROJECT APPROACH The Goodman Corporation (TGC) proposes to develop the next phase of investigation in the context of a feasibility analysis specifically to determine if there any fatal flaws to advancing this project. This analysis will constitute the first of a two phase advanced planning program. The information gained from the advanced planning effort will add to and deepen the preliminary analysis of the RR/GT rail link, as a prelude to engaging in the formal Alternatives Analysis process required by the Federal Transit Administration (FTA) for new rail Small Starts. Small Starts is a FTA capital development process evaluating the advisability of federal investment in fixed guideway systems requestifg less than $75 million in federal capital funding with a total project cost of less than $250 million. It is unlikely that the total cost of the proposed RR/GT rail link, including the value of ROW and purchase of additional train sets, will exceed $250 million. The Small Starts process enables the pursuit of federal funding most likely at 50 percent of total project cost. The feasibility analysis to be conducted by TGC, will confirm and verify that the proposed project will meet the Small Starts "Case for the Project," justification of the project and rank its competitiveness for FTA funding. The following areas, which are used by the FTA during its evaluation of Small Starts projects, will be considered in the Phase I Feasibility Analysis portion of the Advanced Planning Program: demand analysis, ROW availability, engineering parameters, operating cost and compatibility with CMTA Red Line, quantification of environmental benefits such as reduced VMT, energy use, and pollution, cost effectiveness, economic development benefits, and supportive land -use policies and patterns. In addition to these areas, TQC will develop information that will be critical to local policymakers. TGC will be guided by the 11 -point CAMPO Transportation Investment Decision Tree as a framework for addressing local criteria. See Attachment A: CAMPO Criteria for how the proposed scope items map to information points required in the Decision Tree. TGC's approach is to confirm existing information and further develop analyses for the key focus areas described above, using existing data sources, stakeholder and public input, and compatibility with federal, state, and regional objectives. This approach will enable project stakeholders to make an informed decision on proceeding with Phase H to complete the advanced planning effort. Moreover, TGC's goal is to quickly develop Phase I so that, should stakeholders determine to proceed further with the project, it will be timely for the pursuit of 3 funding authorization within the new Federal Transportation Bill which will be in development by the new Congress during summer of 2009. Since there are some expectations that passenger - rail systems may garner more support in this upcoming multi-year spending plan, TGC believes it is critical that consideration of the RR/GT rail link occur at this time. Assuming Phase I results in a recommendation to move forward, more detailed planning is needed over two additional phases. In Phase II, additional and/or more detailed analyses will need to be developed prior to requesting permission to enter into Alternatives Analysis and would include the following: • Detailed ridership and trip forecasts generated from FTA -certified model; • Detailed cost estimates using the FTA's Standardized Cost Category; • Detailed operating and safety plan, including demonstration of how the project will be operated and maintained if the project sponsor is not the operator; • Alternative vehicle technology analysis; • Selection and analysis of TSM Alternative (i.e. what is the "best that can be done" to improve transit service in the project corridor without a major capital investment in new fixed guideway infrastructure); • Extensive public involvement, including meeting requirements for Environmental Justice; • Detailed market analysis for each proposed station; Phase III would then bring the project into FTA's Alternatives Analysis (AA) to further refine the work completed in previous phases. In addition, the AA phase requires more extensive public and agency participation to reach a Locally Preferred Alternative. Examples of future AA tasks include: • Development and evaluation of transit, roadway/highway alternatives for automobile, commuter rail, BRT, and TSM technologies as appropriate for the corridor leading to a Locally Preferred Alternative (LPA). The evaluation of each of these alternatives will be reviewed by all relevant agencies, stakeholders, and the public and will result in the identification of a Locally Preferred Alternative; • Development and execution of Project Management Plan and Public Involvement Plan; • Travel Demand Forecasting per FTA modeling requirements; FTA's review of the model's characteristics in light of its impacts on the New Starts ratings; FTA review of the methodology employed to determine transportation system user benefits; analysis of park-and-ride use; interpretation of bus/rail operations for modeling; coding bus/rail networks and associated highway networks; providing travel time analyses; performing select link analysis; sensitivity analysis of model input data; reasonableness of model runs; and FTA's approval of the forecasts in supporting the determination for New Starts benefit calculations. 5 Round Rock/Georgetown (RR/GT) Rail Link to CMTA MetroRail RedLine Scope of Services for Phase I: Feasibility Analysis Goals of Proposed Project: 1) Meet peak period (AM and PM) trip demand from Round Rock, Georgetown, Pflugerville, Hutto, and Taylor to downtown Austin and destinations associated with other Red Line stations; 2) Meet reverse commute peak period trip demand from Austin to Round Rock, Georgetown, including demand generated from RR/GT station TODs; 3) relieve congestion along 11135 and other affected roadways; and 4) improve air quality, reduce private - vehicle emissions, and energy consumption. Task 1: Demand Analysis Task 1.1: Existing Conditions Applications for funding for Small Starts projects are most successful when they address existing congestion and mobility issues. Using existing studies and data resources, TGC will document the extent and cost of congestion in the affected corridors linking Round Rock/Georgetown to the Austin area for 2007, 2015, and 2030, assuming no RR/GT rail link is in place. Specifically, TGC will review: • Texas Transportation Institute Urban Mobility Report for travel time delays for the commuters using the affected roadways; • Texas Department of Transportation Austin Congestion Management Division analyses; and • Congestion Management Program information for Central Texas available from CAMPO. Task 1.2: Demand Analysis and Ridership Estimate To qualify for Small Starts funding, the RR/GT rail link must demonstrate that its program is competitive. One criterion is the number of new riders that will benefit from the service. TGC will include the cities of Taylor, Hutto, Pflugerville, Georgetown and Round Rock in its demand analysis for commute trips (from suburban to urban core employment) and reverse commute trips (from urban core to suburban employment). TGC will examine potential ridership demand using two different methods. For each method, TGC will estimate baseline ridership demand for Years 2007, 2015, and 2030; and will quantify additional demand that would not otherwise be generated from potential development around each of the four proposed stations. • TGC will review existing ridership estimates and assumptions from alternative studies, such as the Austin/San Antonio Rail Corridor. 6 • TGC will analyze and map demographic, economic and land -use data to measure the relative, existing transit need within the corridor. This data will be organized into a Transit Needs Index and Transit Needs Index map. • TGC will use CAMPO Origin and Destination 2007, 2015, and 2030 data to estimate the number of home-based work (HBW) trips that originate in the Round Rock, Georgetown, Pflugerville, etc., capture areas and are destined for stations along the Capital Metro RedLine, the proposed extension, and downtown Austin. • TGC will perform a similar analysis for trips originating in the urban core, and areas served by the RedLine, and destined to suburban employment centers.TGC will consider CAMPO's development and growth assumptions to determine what the expected baseline of ridership without the RR/GT Rail Link. This baseline is important to establish the incremental increase in demand that is directly generated by the proposed project. • TGC will compare the CAMPO data with the U.S. Census Longitudinal Employer - Household 2006 Data (LEHD). TGC will use the LEHD to estimate home-based work trips for each capture area and for both commute and reverse commute trips. • TGC will estimate the incremental increase in demand stemming from related transit - oriented development occurring adjacent to each proposed station. TGC will use trip generation tables by land -use and link these to the development scenarios developed for each station from the Institute of Transportation Engineers, Trip Generation Manual, 7th Edition. (See Task 8: Market Analysis). • TGC will estimate future demand assuming similar regional growth scenarios with no rail link, and with the rail link. The same process will be used to analyze reverse -commuter demand. Estimates for both LEHD and CAMPO Origin and Destination will be compared to establish a range of ridership demand. These demand estimates will be compared to those of other Small Starts projects that were successful in competing for federal funding. • TGC will estimate future commuter rail ridership based on the total demand (HBW trips by all modes). TGC will identify an appropriate modal split for the commuter rail alternative based on existing transit -commute patterns as identified in the CAMPO and LEHD analyses, and considering the attractiveness of the RR/GT rail link over alternatives. Task 2: Operating Plan and Budget Develop a preliminary operating plan and budget for RR/GT rail link. 7 • Working with Capital Metro, TGC will recommend service times and schedule of service based on the travel times and trip purposes identified in Task 1. These will be designed to meet the ridership requirements and be compatible with Capital Metro's RedLine schedule. • TGC will recommend the number of train sets required to serve the ridership estimated in Task 1.3. These vehicles will be the same or similar to those already in use by Capital Metro and will meet the physical and operating parameters of the RedLine. • TGC will develop a five-year operating budget using the existing RedLine operating contract and National Transit Database operating summaries for commuter rail service operating in similar environments. Because the link will be integrated into CMTA's existing MetroRail operation, TGC will evaluate the impact of allocated costs (general overhead, administrative, maintenance, etc.) to the operating budget. • TGC will assess and present alternative operations, management, and ownership structures. The analysis will, in particular, focus on the future potential role of the CTRMA in further development, financing, and management of passenger rail systems, and the pursuit of federal funding to support same. The assessment will also focus on the future roles and responsibilities of existing stakeholders such as CMTA, Williamson County, Cities of Round Rock, Georgetown, Pflugerville, etc, in the future financial support of capital and/or operating components, and the potential creation of other entities and taxing resources to support commuter rail. Task 3: Capital Development Program TGC will work with the cities of Round Rock and Georgetown, Huggins, Seiler, and Associates engineering firm, and . Capital Metro to develop a capital program that incorporates all components required to implement and operate the service to the proposed rail link. These components will include right -of way, track, switches, sidings, stations, park-and-ride facilities, bridges, traffic control devices, automatic train control, grade crossing improvements, vehicles, maintenance facilities, utilities/utility relocation, lighting, associated streetscapelaccess improvements, RedLine connectors/modifications, and other items. • The City of Round Rock will contribute to the Phase 1 work though the development of engineering data which provides a preliminary configuration analysis to determine existing ROW envelop and grade factors, additional ROW requirements beyond use of existing MKT right of way for the proposed rail segment between Georgetown and Round Rock. This analysis will review needed infrastructure improvements such as 8 bridge structure, bypass track, preliminary station locations and transit oriented development potential. • Conceptual level costs for each component will be developed based on rules -of -thumb, unit costs, and/or overall costs experienced by Capital Metro and other peer systems. One of the most critical fatal -flaw items will be an analysis of the future need to expand the SH45 toll road (with and without the proposed rail service), resulting in the sufficiency and feasibility of reassigning the currently available ROW to rail operations. • Since Capital Metro's MetroRail did not seek or receive federal funds, the agency was not prohibited from purchasing foreign -manufacture vehicles, as they would be under federal procurement guidelines. Consequently, vehicles made in Switzerland by Stadler Bussnang AG were purchased. Should the RR/GT rail link becomes federalized, the purchase of its train cars may be restricted to U.S. manufactured vehicles and/or qualifying additional SBAG purchases under Buy America rules. TGC will research and identify U.S. manufactured vehicles that are compatible with the Capital Metro system along with Buy America qualification of SBAG or Buy America waiver. Task 4: Estimate of Mobility Benefits Once the ridership estimate has been established, TGC will calculate the mobility benefits generated from the RR/GT rail link. TGC will calculate benefits such as reduced travel time, added frequency, or improved passenger amenities, number of transit -dependent riders served; number of new riders, i.e. those that would otherwise not use public transit if not for the proposed project; and air quality benefits. TGC will forecast the reduction of vehicle miles traveled, automobile congestion, energy consumption and air pollution generated by the proposed project using authoritative sources and methodologies tested with several agencies and based on EPA guidelines. • Using the Ridership Demand prepared in Task 1 and the cost estimates prepared in Task 2 and 3, TGC will compare the operating cost per hour, mile and trip; and travel time benefit to a baseline alternative or Transportation System Management (TSM) alternative, as defined and required by New Starts using suggested standard analysis templates. (The TSM alternative generally will have the features and costs similar to a Very Small Starts arterial bus project. Generally, the TSM is the represents the solution to the problem or opportunity in the corridor using low-cost, non -fixed guideway improvements, while providing for comparable levels of service to the proposed Small Starts project.) 9 • TGC will calculate air quality benefits generated by the reduction in Vehicle Miles Traveled (VMT) based on the Ridership Demand developed in Task 1. TGC will evaluate the potential to generate additional environmental and public health benefits as delineated in the CAMPO Decision Tree. Task 5: Financial Assessment of Local Resources TGC will assess the capability of the project sponsors to support operating, maintenance and capital costs using the principles of FTA's Financial Capacity Analysis guidelines. These would include: • A review of local resources to support proposed project including: o 4A/4B Economic Development and General Fund revenues from affected municipalities; o County tax such as vehicle registration fees; o Sales and property tax generation from associated TOD; o Toll revenues. o TIRZ formation and funding potential (see Task 8) • TGC will assess the impact of operating cost and maintenance based on the agency ultimately selected to develop, own and operate the system. (See Task 2). • TGC will facilitate meetings and discussions with municipal, county, and business leaders to determine how participation in a rail initiative may meet each stakeholder's priorities; and potential sources and levels of financial support. Task 6: Environmental Fatal Flaw Analysis TGC will review documents and resources that address the environmental assessment categories as described in the ETA's Circular 5620 for the proposed system. These include land acquisition and displacements, land use, zoning, air quality, noise, water quality, wetlands, flooding, navigable waterways, coastal zones, ecologically sensitive areas, traffic, parking, energy requirements, potential for conservation, historic properties, park land, construction, aesthetics, community disruption, safety, security, secondary development, consistency with local plans; hazardous/regulated materials; seismic risk, and environmental justice. From this review, TGC will identify any environmental issues that might prevent entry into the New Starts program (fatal flaws) and those that could be mitigated. At this stage of the planning, various agencies will be consulted as necessary, but no formal agency approvals will be sought. 10 Task 7: Analysis of Land Use Plans and Policies TGC will review the existing land use and supportive land -use policies that are and/or need to be in place to improve the productivity and impact of a rail investment. This analysis will also be linked to those in Tasks 1 and 5. Subtasks will include the following: • TGC will describe the general character and zoning of affected property; • TGC will review cities of Round Rock and Georgetown land use policies. The focus will be to review policies used in peer systems, clarify existing transit supportive corridor policies, identify supportive zoning regulations near transit stations, evaluate tools to implement land use policies and review local comprehensive plans, zoning ordinances, design requirements, special district ordinances, financial incentives to encourage transit - supportive development, e.g. reduced impact fees, tax breaks, low-interest loans, etc. , use of joint development programs, and economic development plans. • TGC will comment on the potential performance and impact of the policies noted above, specifically how they impact the proposed RR/GT rail link. • TGC will evaluate the ability to generate positive Social Equity/Quality of Life Benefits as delineated in the CAMPO Decision Tree. Task 8: Market Analysis TGC will research the viability of using a Tax Increment Reinvestment Zone (TIRZ) or similar mechanism, to support operations funding of the service along the proposed rail link. TGC will not recommend station sites but will use previously identified locations unless the demand analysis and the capital improvement programming points to the advisability of different station locations very early on in the process, in which case the project sponsors will modify the locations if advisable. • TGC will review the tax rolls for property located within one-half mile of each station for the purpose of developing an estimate of the total property value within a theoretical TIRZ capture zone. Depending on the size of the existing parcels, TGC will either compile all or randomly sample the land within the proposed capture area and will match selected parcels to the Williamson County Appraisal District records. From this sample, TGC will extrapolate the total value of the land within the capture zone. 11 • Once the baseline value has been established, TGC will project the future projected revenue that may be stimulated by the rail development assuming type of development (office, retail, residential) and build -out rate. Task 9: Analysis using New Starts Guidelines TGC will conduct a preliminary evaluation of the benefits and effectiveness of the rail extension against a baseline of TSM improvements. • Measure environmental benefits. Cost effectiveness or the incremental cost per hour of rider benefit; be advised that this is a calculation that is based on the system wide effects of this extension. For this effort, TGC will be estimating the incremental benefit derived solely from the extension and not from the system as a whole; and • Economic development impacts and effects. Task 10: Stakeholder Coordination To the extent that the program reflects a regionally coordinated congestion mitigation relief approach, the likelihood of a successful program improves. TGC recommends the formation of a technical coordination committee to provide inputand oversight into this preliminary planning process. • Working with the cities of Round Rock and Georgetown, TGC will identify and contact potential stakeholders regarding their interest in participating on a technical coordination committee. Possible stakeholders include: Capital Metro, CAMPO, TxDOT, cities of Round Rock, Georgetown, Hutto, Pflugerville and Taylor, CARTS, Williamson County. • The Austin/San Antonio Inter Municipal Commuter Rail District has identified a portion of the MKT corridor (between US 79 and Georgetown) as part of its preferred alignment. TGC will coordinate and facilitate meetings with the ASA Inter -municipal Rail District to discuss the project and potential opportunities/conflicts presented by the RR/GT rail link. • Also see coordination activities described in Task 2. 12 Deliverable: TGC will produce five draft copies of the report for review and comment. Following insertion of all corrections and comments, TGC will prepare a final report with appropriate timelines, maps, charts, and tabulations and will provide 25 bound copies and 1 unbound copy. TGC will prepare an Executive Summary to provide more easily accessible information to a wider range of stakeholders and interested parties. Additionally, both the draft and final report will be available in pdf format for ease of sharing between agencies and public. This will be available for access on the City website. 13 Attachment A CAMPO Capital Investment Decision Tree 1. Is the process transparent and accountable? A. To what degree have local governmental authorities, or the public, previously endorsed this or related proposals? B. To what degree have local governmental authorities, or the public, incorporated this, or related proposals, into their planning, or into other projects? C. Should this proposal receive special consideration relative to other proposals because of previous governmental or public endorsement of this proposal, or because this proposal has been incorporated into other plans or projects? 2. What is the purpose of the project? Can the project create the following benefits? Addressed In Task 10 Task 1, 2, 4, A. Mobility benefits 6,7,9 1) Manage growth of VMT, commute time, congestion, or other appropriate metric 2) Transportation network capacity 3) Public Security 4) System Efficiency B. Economic Development Benefits for the Community 1) Financial stability 2) Regional economic competitiveness 3) Property value 4) Financial viability of small cities/towns 5) Local community priority 6) Smart growth, activity centers C. Environmental and Public health Benefits 1) Air quality 2) Water quality 3) Noise impacts 4) Pedestrian activity 5) Growth away from sensitive areas/toward desired areas Task 8, 9 Task 4 ,6, 9 D. Social Equity/Quality of Life Benefits Task 6, 7 1) Access to jobs, healthcare, education, cultural and/or recreational destinations for everyone, especially most vulnerable 14 2) Predictability of commute and travel time 3) Personal safety 4) Serve a "historically underserved" area of the region 5) Visual and aesthetic quality 6) Sense of place, regional and/or local 3. What does the project cost? A. What is the actual capital cost, in dollars, of the project and any additional, necessary, directly related projects as determined by SAFETEA-LU standards or some other uniform criteria? B. What are the actual operating and maintenance costs of the project over its anticipated useful life? C. Have the cost measures included in Attachment 2 been considered? D. Are there other actual costs that should be considered because of the type or nature of the project? 4. What are the indirect costs Iecessary to implement the project, including costs to local businesses, costs created by removal of infrastructure such as parking, loss of rail capacity for uses such as freight, or other costs? 5. What jurisdictions can or should fund the project? A. Why should the jurisdictions be considered? B. What criteria is being considered? C. Should a jurisdiction that benefits from the project not contribute? D. Is there a way for a regional entity to be involved in the financing (or to be created to assist the financing)? 6. What mechanisms are available to fund the project? A. Are the financing mechanise }s associated with specific participating jurisdictions? B. Are the financing mechanisms available for capital costs, operations costs, or both? 7. How will the fmancing meclfianism(s) be funded? A. How are estimates of revenue made? B. What impact will this use of this source of funds have on Central Texans (i.e. tax rates, etc.)? To what extent will the project be funded by users or by beneficiaries beyond the users? C. Are there ways to decrease actual costs (i.e. efficiency in infrastructure work, etc.)? D. Can the project generate excess funds to invest in other transportation priorities? 15 Task 3, 5 Not in this phase Task 5 Task5 Not in this phase Task8 Not in this phase Not in this phase 8. What is the project's timeline? Should the project be phased? Not in this phase 9. Will there be a need for an election or legislative action? A. What type of election would be required (i.e. finding vs. operation authority)? B. What jurisdictions will have the election? C. Could elections by multiple jurisdictions conflict? D. What is the impact of potential conflicts? 10. What entity or entities will govern (i.e. construct, operate, and maintain) the project? A. Could entities with governance responsibilities be in conflict with each other? B. What mechanism is there for resolving governance conflict? 11. What are the opportunity costs of moving forward with the project relative to alternate projects? A. Is there another comparable project that accomplishes the same purpose and/or benefits at lower costs? B. Are there services or projects, including non -transportation projects, either 16 Not in this phase Task 2, 10 Task4 THE GOODMAN Exhibit B CORPORATION Budget Schedule The total budget of One Hundred Fifty Thousand Dollars ($150,000.00) inclusive of all fees and expenses shall be paid on a lump sum, percent of completion fee basis for the performance of the Scope of Services. Task Bud let Task 1: Demand Analysis $20,000 Task 2: Operating Plan and Budget $30,000 Task 3: Capital Development Program $16,000 Task 4: Estimate of Mobility Benefits $11,000 Task 5: Financial Assessment of Local Resources $12,000 Task 6: Environmental Fatal Flaw Analysis $10,000 Task 7: Analysis of Land'Uses Plans and Policies $10,000 Task 8: Market Analysis $14,000 Task 9: Analysis Using New Starts Guidelines $12,000 Task 10: Stakeholder Coordination $15,000 Total $150,000 THE GOODMANCORPORATION Exhibit C Supplemental Planning Schedule This scope of work is estimated to be completed within 180 days. Task Days Task 1: Demand Analysis 1 - 60 Task 2: Operating Plan and Budget 1-120 Task 3: Capital Development Program 1- 150 Task 4: Estimate of Mobility Benefits 90-120 Task 5: Financial Assessment of Local Resources 90-120 Task 6: Environmental Fatal Flaw Analysis -1-120 Task 7: Analysis of Land Uses Plans and Policies 1-120 Task 8: Market Analysis 1-90 Task 9: Analysis Using New Starts Guidelines 120-180 Task 10: Stakeholder Coordination 1-180 Total 180 Days DATE: March 19, 2009 SUBJECT: City Council Meeting — March 26, 2009 ITEM: 10C4. Consider a resolution authorizing the Mayor to execute a Planning Services Agreement with The Goodman Corporation for a commuter rail link study. Department: Staff Person: Justification: Transportation Services Tom Word, P.E., Chief of Public Works Operations A Round Rock/Georgetown Rail Link has the potential for regional significance by linking one of the fastest growing parts of the region to the Capital Metropolitan Transportation Authority (CMTA) commuter rail, becoming part of a larger congestion mitigation strategy and meeting mobility objectives. The feasibility study will assist the City and Central Texas Regional Mobility Authority (CTRMA) with determining whether there are any fatal flaws to advancing the project and whether there is sufficient justification to pursue a rail link to the Red Line. Funding: Cost: $150,000 Source of funds: General Self -Financed Construction Outside Resources: The Goodman Corporation Central Texas Regional Mobility Authority Background Information: The results of the study will determine: the feasibility of the proposed rail link to meet regional and federal transit and congestion mitigation objectives; the respective roles and responsibilities of the City of Round Rock, CTRMA, CMTA and other stakeholders in the future planning, design, development and operation of the proposed rail link; and the best finance and management plan for capital development and future operation of the proposed commuter rail link. Other stakeholders to be approached as a part of this study are the Cities of Georgetown, Pflugerville, Austin and Hutto, Williamson and Travis Counties, the Capital Area Metropolitan Planning Organization, the Capital Area Rural Transit System, the Texas Department of Transportation and the Austin/San Antonio Intermunicipal Commuter Rail District. The planning services provided by The Goodman Corporation under this agreement are eligible for 100% reimbursement from the CTRMA through an Interlocal Agreement, which was approved by Council on February 12, 2009 and the CTRMA Board on February 25, 2009. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS 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 desires to procure the services of TGC to conduct a study of the feasibility of creating a Round Rock/Georgetown (RR/GT) rail link to the MetroRail Red Line. B. The City and TGC wish to enter into an agreement whereby TGC will make its services available to the City for such feasibility analysis. In consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Terms and Conditions 1. Services TGC will provide the City with the services and associated deliverables which are fully described in the Scope of Services in Exhibit A attached hereto and incorporated herein by reference for all purposes. TGC will timely provide such services in accordance with the Supplemental Planning Schedple in Exhibit C attached hereto and incorporated herein by reference for all purposes. 2. Payment for Services 2.1 Budget. The budget for the services contracted for under this Agreement is delineated in the Budget Schedule in Exhibit B attached hereto and incorporated herein by reference for all purposes. The total budget will be a not -to -exceed amount of One Hundred Fifty Thousand and No/100 Dollars ($150,000.00), and such amount is inclusive of all fees and expenses of any nature. 2.2 Payments Made Upon Invoice Approval. Payments will be made based upon 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 herein. 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 are strictly subject to the 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. 00155611/jkg R - Oct- 0-toL4- (A) Invoice Submittal, Examination, Dispute. To receive payment, TGC will prepare and submit a series of invoices to the 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 the City. Should additional backup material be requested by the City, TGC will comply promptly. In this regard, should the City determine it necessary, TGC will make all records and books relating to this Agreement available to the City for inspection and auditing purposes. (B) If the City has any dispute with work performed, then the 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 the City with an appropriate credit. Invoice Correction, Payment. The 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, the City will endeavor to pay TGC promptly, but not 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 the City or because of amounts which the City has a right to withhold under this Agreement or state law. The City will be responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon TGC's net income. (C) Offsets. The City can, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the 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 the 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, any payment to be made by the City to TGC will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. TGC may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: 2 1. There is a bona fide dispute between the City and TGC, a contractor, subcontractor, or supplier about the goods delivered or the service performed that causes the payment to be late; or 2. There is a bona fide dispute between TGC and a subcontractor or between a subcontractor and its supplier about the goods delivered or the service performed that causes the payment to be late; or 3. The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or 4. The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 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 the City's employee. TGC's employees or subcontractors are not the 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 the City agree to the following rights consistent with an independent contractor relationship: 1. TGC has the right to perform services for others during the term hereof. 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. TGC has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. 4. TGC or its employees or subcontractors will perform services required hereunder, and the City will not hire, supervise, or pay assistants to help TGC. 5. Neither TGC nor its employees or subcontractors will receive training from the City in skills necessary to perform services required by this Agreement. 6. The 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 the City. 4. TGC'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 the 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. The City is not responsible for the following: (A) Withholding FICA from TGC's payments or making FICA payments on its behalf; (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. If requested, the City will provide TGC with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and is 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 4 herein, and same shall belong solely to the 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 No 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: Susan Maclay, Vice President and Project Manager The Goodman Corporation 3200 Travis Street, Suite 200 Houston, Texas 77006 (512) 236-8002 (telephone) (512) 236-8004 (facsimile) 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 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 5 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. The 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 No 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 (telephone) (512) 218-3242 (facsimile) Email: dbartels@round-rock.tx.us 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 ts 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, 6 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 tire 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 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 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: (A) By the City for reasons of its own, with or without cause, and not subject to the mutual consent of the 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) (E) By either party for failure by the other party to fulfill its obligations herein. By satisfactory completion of all services and obligations described herein. 8.2 Should the City terminate this Agreement as herein provided, no fees other than fees due and payable at the time of termination will thereafter be paid to TGC. The City will pay TGC for all pncontested services performed to date of notice of termination. 8.3 If either party defaults in performance of this Agreement or if the City terminates this Agreement for default on the part of TGC, then the City will give consideration to the actual costs incurred by TGC in performing the work to the date of default. The cost of the work that is useable to the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the 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 the 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: 8 1. When delivered personally to recipient's address as stated herein; or 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 M. Goodman, President The Goodman Corporation 3200 Travis Street, Suite 200 Houston, Texas 77006 Notice to the 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 Nothing contained in this section will be construed to restrict the transmission of routine communications between representatives of the City and TGC. 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 the 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 the 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 9 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 party 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, the 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. The 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 the other party 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 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 10 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 By: (J` �'t ✓�.� Title: I►'/► ° y ay -- Printed Name: A Com, M S &IVA N/ Date Signed: 3.2-(, . 09 Attest: BY: &WAI— cA_Qc4e Sara L. White, City Secretary For City, Approved as to Form: By. 4 1 L. Sheets, City Attorney The Goodman Corporation (TGC) By: ' U/'• -i- 1 Vi c/' Title: Pcts id -e \- Printed Name: VtArr C-»odma Date Signed: JYlq - 5 2.009 11 4 THE GOODMAN CORPORATION Exhibit A 7,c") �t"s Scope of Services BACKGROUND Williamson County's population is expected to reach 540,000 residents by 2020 — an increase of over 290,000 residents from 2000. The current transportation infrastructure, along with investments in new infrastructure, will greatly influence how this growth shapes the region as the location of future jobs and residences will be a function of, in part, a development's connectivity to an efficient transportation network. In 2004, Capital Metro proposed and won a ballot initiative to develop a commuter rail line between Leander and downtown Austin. Since its victory, Capital Metro has moved aggressively and plans to implement service in early 2009. The MetroRail is a "heavy rail" six -car system that will operate along a 32 -mile section of existing track owned by Capital Metro. The cities of Georgetown and Round Rock are studying the feasibility of creating a rail link to the MetroRail Red Line. Beginning in Georgetown, the proposed 145 mile rail link would travel along the existing Missouri -Kansas -Texas (MKT) line to the SH45 corridor before tying into the MetroRail Red Line north of the Howard Lane station and east of the Lakeline Station. The proposed rail link may have the potential of serving the communities Pflugerville, Taylor, Hutto, in addition to Round Rock and Georgetown. The Round Rock/Georgetown (RR/GT) rail link is only one of several rail alternatives that have been proposed for the area. The Austin -San Antonio Inter -Municipal Rail Corridor, the Amtrak Rail District, a CMTA MetroRail extension along the MoKan right-of-way, and a Texas Department of Transportation (TxDOT) MoKan Corridor are all alternatives that would link Round Rock by rail to the region. However, each of these approaches presents difficulties/issues that are not inherent in the RR/GT proposal such as high cost and need to relocate freight traffic. The City of Round Rock has requested that the Central Texas Regional Mobility Authority (CTRMA) assist with further analysis of the potential benefits of the proposed rail link as a future congestion mitigation project which may rank favorably within the Federal Transit Administration (FTA) "Small Starts" project category. The RR/GT proposal, through its ability to use existing MKT and SH45 corridor right of way, may be a very cost-effective approach to linking Round Rock and Georgetown to the Capital Metro system. To date, the City of Round Rock has completed limited preliminary configuration analysis to determine existing ROW envelop and grade factors, additional ROW required beyond the 1 median of the SH45 toll road, infrastructure improvements such as bridges, and options to link with the MetroRail system. The study also examined preliminary station locations and development potential. The GT/RR segment could be built primarily on abandoned MKT right of way which is owned by TxDOT. To date, these initial investigations have not revealed any significant obstacles to the concept: sufficient ROW appears to exist in the median of SH45 to support development of track and track bed; and a tie-in to the CMTA Red Line appears to be possible. ROLE OF CTRMA The RR/GT rail link project was introduced to the CTRMA by the City of Round Rock as a project with potential regional significance, and one which would very cost effectively network one of the fastest growing parts of the region to the commuter rail. The project may become part of a larger congestion mitigation strategy for the region and assist in meeting regional mobility objectives. The City of Round Rock has requested that the CTRMA sponsor the project by providing funding for this feasibility analysis to determine the competitiveness of the project within the context of the FTA's "Small Starts" framework, and to determine the overall cost effectiveness of the proposed RR/GT rail link versus other rail projects currently being pursued. Beyond this study, CTRMA's further involvement in the proposed RR/GT rail link, whether from a capital funding, management, and/or other perspective, will largely be determined by the results of this feasibility analysis. ROLE OF CITY OF ROUND ROCK As the instigator and co-sponsor of this project, the City of Round Rock has completed some very preliminary engineering to test the feasibility of leveraging the existing ROW within the SH45 corridor and the abandoned MKT rail in support of the rail link. In this phase, the City of Round Rock will continue to develop the engineering and costs. ROLE OF STAKEHOLDERS The following agencies will be approached to participate as stakeholders: • City of Pflugerville • City of Austin • City of Georgetown • City of Hutto • Williamson County • CAMPO 2 • Capital Metro • TxDOT Collaboration with additional agencies may also occur once the project kicks -off. Stakeholders may be responsible for providing technical assistance, strategy/program development, administration, and data collection, among other forms of participation. PROJECT APPROACH The Goodman Corporation (TGC) proposes to develop the next phase of investigation in the context of a feasibility analysis specifically to determine if there any fatal flaws to advancing this project. This analysis will constitute the first of a two phase advanced planning program. The information gained from the advanced planning effort will add to and deepen the preliminary analysis of the RR/GT rail link, as a prelude to engaging in the formal Alternatives Analysis process required by the Federal Transit Administration (FTA) for new rail Small Starts. Small Starts is a FTA capital development process evaluating the advisability of federal investment in fixed guideway systems requesting less than $75 million in federal capital funding with a total project cost of less than $250 million. It is unlikely that the total cost of the proposed RR/GT rail link, including the value of ROW and purchase of additional train sets, will exceed $250 million. The Small Starts process enables the pursuit of federal funding most likely at 50 percent of total project cost. The feasibility analysis to be conducted by TGC, will confirm and verify that the proposed project will meet the Small Starts "Case for the Project," justification of the project and rank its competitiveness for FTA funding. The following areas, which are used by the FTA during its evaluation of Small Starts projects, will be considered in the Phase I Feasibility Analysis portion of the Advanced Planning Program: demand analysis, ROW availability, engineering parameters, operating cost and compatibility with CMTA Red Line, quantification of environmental benefits such as reduced VMT, energy use, and pollution, cost effectiveness, economic development benefits, and supportive land -use policies and patterns. In addition to these areas, TGC will develop information that will be critical to local policymakers. TGC will be guided by the 11 -point CAMPO Transportation Investment Decision Tree as a framework for addressing local criteria. See Attachment A: CAMPO Criteria for how the proposed scope items map to information points required in the Decision Tree. TGC's approach is to confirm existing information and further develop analyses for the key focus areas described above, using existing data sources, stakeholder and public input, and compatibility with federal, state, and regional objectives. This approach will enable project stakeholders to make an informed decision on proceeding with Phase II to complete the advanced planning effort. Moreover, TGC's goal is to quickly develop Phase I so that, should stakeholders determine to proceed further with the project, it will be timely for the pursuit of 3 funding authorization within the new Federal Transportation Bill which will be in development by the new Congress during summer of 2009. Since there are some expectations that passenger - rail systems may garner more support in this upcoming multi-year spending plan, TGC believes it is critical that consideration of the RR/GT rail link occur at this time. Assuming Phase I results in a recommendation to move forward, more detailed planning is needed over two additional phases. In Phase II, additional and/or more detailed analyses will need to be developed prior to requesting permission to enter into Alternatives Analysis and would include the following: • Detailed ridership and trip forecasts generated from FTA -certified model; • Detailed cost estimates using the FTA's Standardized Cost Category; • Detailed operating and safety plan, including demonstration of how the project will be operated and maintained if the project sponsor is not the operator; • Alternative vehicle technology analysis; • Selection and analysis of TSM Alternative (i.e. what is the "best that can be done" to improve transit service in the project corridor without a major capital investment in new fixed guideway infrastructure); • Extensive public involvement, including meeting requirements for Environmental Justice; • Detailed market analysis for each proposed station; Phase III would then bring the project into FTA's Alternatives Analysis (AA) to further refine the work completed in previous phases. In addition, the AA phase requires more extensive public and agency participation to reach a Locally Preferred Alternative. Examples of future AA tasks include: • Development and evaluation of transit, roadway/highway alternatives for automobile, commuter rail, BRT, and TSM technologies as appropriate for the corridor leading to a Locally Preferred Alternative (LPA). The evaluation of each of these alternatives will be reviewed by all relevant agencies, stakeholders, and the public and will result in the identification of a Locally Preferred Alternative; • Development and execution of Project Management Plan and Public Involvement Plan; • Travel Demand Forecasting per FTA modeling requirements; FTA's review of the model's characteristics in light of its impacts on the New Starts ratings; FTA review of the methodology employed to determine transportation system user benefits; analysis of park-and-ride use; interpretation of bus/rail operations for modeling; coding bus/rail networks and associated highway networks; providing travel time analyses; performing select link analysis; sensitivity analysis of model input data; reasonableness of model runs; and FTA's approval of the forecasts in supporting the determination for New Starts benefit calculations. 5 Round Rock/Georgetown (RR/GT) Rail Link to CMTA MetroRail RedLine Scope of Services for Phase I: Feasibility Analysis Goals of Proposed Project: 1) Meet peak period (AM and PM) trip demand from Round Rock, Georgetown, Pflugerville, Hutto, and Taylor to downtown Austin and destinations associated with other Red Line stations; 2) Meet reverse commute peak period trip demand from Austin to Round Rock, Georgetown, including demand generated from RR/GT station TODs; 3) relieve congestion along IH35 and other affected roadways; and 4) improve air quality, reduce private - vehicle emissions, and energy consumption. Task 1: Demand Analysis Task 1.1: Existing Conditions Applications for funding for Small Starts projects are most successful when they address existing congestion and mobility issues. Using existing studies and data resources, TGC will document the extent and cost of congestion in the affected corridors linking Round Rock/Georgetown to the Austin area for 2007, 2015, and 2030, assuming no RR/GT rail link is in place. Specifically, TGC will review: • Texas Transportation Institute Urban Mobility Report for travel time delays for the commuters using the affected roadways; • Texas Department of Transportation Austin Congestion Management Division analyses; and • Congestion Management Program information for Central Texas available from CAMPO. Task 1.2: Demand Analysis and Ridership Estimate To qualify for Small Starts funding, the RR/GT rail link must demonstrate that its program is competitive. One criterion is the number of new riders that will benefit from the service. TGC will include the cities of Taylor, Hutto, Pflugerville, Georgetown and Round Rock in its demand analysis for commute trips (from suburban to urban core employment) and reverse commute trips (from urban core to suburban employment). TGC will examine potential ridership demand using two different methods. For each method, TGC will estimate baseline ridership demand for Years 2007, 2015, and 2030; and will quantify additional demand that would not otherwise be generated from potential development around each of the four proposed stations. • TGC will review existing ridership estimates and assumptions from alternative studies, such as the Austin/San Antonio Rail Corridor. 6 • TGC will analyze and map demographic, economic and land -use data to measure the relative, existing transit need within the corridor. This data will be organized into a Transit Needs Index and Transit Needs Index map. • TGC will use CAMPO Origin and Destination 2007, 2015, and 2030 data to estimate the number of home-based work (HBW) trips that originate in the Round Rock, Georgetown, Pflugerville, etc., capture areas and are destined for stations along the Capital Metro RedLine, the proposed extension, and downtown Austin. • TGC will perform a similar analysis for trips originating in the urban core, and areas served by the RedLine, and destined to suburban employment centers.TGC will consider CAMPO's development and growth assumptions to determine what the expected baseline of ridership without the RR/GT Rail Link. This baseline is important to establish the incremental increase in demand that is directly generated by the proposed project. • TGC will compare the CAMPO data with the U.S. Census Longitudinal Employer - Household 2006 Data (LEHD). TGC will use the LEHD to estimate home-based work trips for each capture area and for both commute and reverse commute trips. • TGC will estimate the incremental increase in demand stemming from related transit - oriented development occurring adjacent to each proposed station. TGC will use trip generation tables by land -use and link these to the development scenarios developed for each station from the Institute of Transportation Engineers, Trip Generation Manual, 7th Edition. (See Task 8: Market Analysis). • TGC will estimate future demand assuming similar regional growth scenarios with no rail link, and with the rail link. The same process will be used to analyze reverse -commuter demand. Estimates for both LEHD and CAMPO Origin and Destination will be compared to establish a range of ridership demand. These demand estimates will be compared to those of other Small Starts projects that were successful in competing for federal funding. • TGC will estimate future commuter rail ridership based on the total demand (HBW trips by all modes). TGC will identify an appropriate modal split for the commuter rail alternative based on existing transit -commute patterns as identified in the CAMPO and LEHD analyses, and considering the attractiveness of the RR/GT rail link over alternatives. Task 2: Operating Plan and Budget Develop a preliminary operating plan and budget for RR/GT rail link. 7 • Working with Capital Metro, TGC will recommend service times and schedule of service based on the travel times and trip purposes identified in Task 1. These will be designed to meet the ridership requirements and be compatible with Capital Metro's RedLine schedule. • TGC will recommend the number of train sets required to serve the ridership estimated in Task 1.3. These vehicles yvill be the same or similar to those already in use by Capital Metro and will meet the physical and operating parameters of the RedLine. • TGC will develop a five-year operating budget using the existing RedLine operating contract and National Transit Database operating summaries for commuter rail service operating in similar environments. Because the link will be integrated into CMTA's existing MetroRail operation, TGC will evaluate the impact of allocated costs (general overhead, administrative, maintenance, etc.) to the operating budget. • TGC will assess and present alternative operations, management, and ownership structures. The analysis will, in particular, focus on the future potential role of the CTRMA in further development, financing, and management of passenger rail systems, and the pursuit of federal funding to support same. The assessment will also focus on the future roles and responsibilities of existing stakeholders such as CMTA, Williamson County, Cities of Round Rock, Georgetown, Pflugerville, etc, in the future financial support of capital and/or operating components, and the potential creation of other entities and taxing resources to support commuter rail. Task 3: Capital Development Program TGC will work with the cities of Round Rock and Georgetown, Huggins, Seiler, and Associates engineering firm, and . Capital Metro to develop a capital program that incorporates all components required to implement and operate the service to the proposed rail link. These components will include right -of way, track, switches, sidings, stations, park-and-ride facilities, bridges, traffic control devices, automatic train control, grade crossing improvements, vehicles, maintenance facilities, utilities/utility relocation, lighting, associated streetscape/access improvements, RedLine connectors/modifications, and other items. • The City of Round Rock will contribute to the Phase 1 work though the development of engineering data which provides a preliminary configuration analysis to determine existing ROW envelop and grade factors, additional ROW requirements beyond use of existing MKT right of way for the proposed rail segment between Georgetown and Round Rock. This analysis will review needed infrastructure improvements such as 8 bridge structure, bypass track, preliminary station locations and transit oriented development potential. • Conceptual level costs for each component will be developed based on rules -of -thumb, unit costs, and/or overall costs experienced by Capital Metro and other peer systems. One of the most critical fatal -flaw items will be an analysis of the future need to expand the SH45 toll road (with and without the proposed rail service), resulting in the sufficiency and feasibility of reassigning the currently available ROW to rail operations. • Since Capital Metro's MetroRail did not seek or receive federal funds, the agency was not prohibited from purchasing foreign -manufacture vehicles, as they would be under federal procurement guidelines. Consequently, vehicles made in Switzerland by Stadler Bussnang AG were purchased. Should the RR/GT rail link becomes federalized, the purchase of its train cars may be restricted to U.S. manufactured vehicles and/or qualifying additional SBAG purchases under Buy America rules. TGC will research and identify U.S. manufactured vehicles that are compatible with the Capital Metro system along with Buy America qualification of SBAG or Buy America waiver. Task 4: Estimate of Mobility Benefits Once the ridership estimate has been established, TGC will calculate the mobility benefits generated from the RR/GT rail link. TGC will calculate benefits such as reduced travel time, added frequency, or improved passenger amenities, number of transit -dependent riders served; number of new riders, i.e. those that would otherwise not use public transit if not for the proposed project; and air quality benefits. TGC will forecast the reduction of vehicle miles traveled, automobile congestion, energy consumption and air pollution generated by the proposed project using authoritative sources and methodologies tested with several agencies and based on EPA guidelines. • Using the Ridership Demand prepared in Task 1 and the cost estimates prepared in Task 2 and 3, TGC will compare the operating cost per hour, mile and trip; and travel time benefit to a baseline alternative or Transportation System Management (FSM) alternative, as defined and required by New Starts using suggested standard analysis templates. (The TSM alternative generally will have the features and costs similar to a Very Small Starts arterial bus project. Generally, the TSM is the represents the solution to the problem or opportunity in the corridor using low-cost, non -fixed guideway improvements, while providing for comparable levels of service to the proposed Small Starts project.) 9 • TGC will calculate air quality benefits generated by the reduction in Vehicle Miles Traveled (VMT) based on the Ridership Demand developed in Task 1. TGC will evaluate the potential to generate additional environmental and public health benefits as delineated in the CAMPO Decision Tree. Task 5: Financial Assessment of Local Resources TGC will assess the capability of the project sponsors to support operating, maintenance and capital costs using the principles of FTA's Financial Capacity Analysis guidelines. These would include: • A review of local resources to support proposed project including: o 4A/4B Economic Development and General Fund revenues from affected municipalities; o County tax such as vehicle registration fees; o Sales and property tax generation from associated TOD; o Toll revenues. o TIRZ formation and funding potential (see Task 8) • TGC will assess the impact of operating cost and maintenance based on the agency ultimately selected to develop, own and operate the system. (See Task 2). • TGC will facilitate meetings and discussions with municipal, county, and business leaders to determine how participation in a rail initiative may meet each stakeholder's priorities; and potential sources and levels of financial support. Task 6: Environmental Fatal Flaw Analysis TGC will review documents and resources that address the environmental assessment categories as described in the FTA's Circular 5620 for the proposed system. These include land acquisition and displacements, land use, zoning, air quality, noise, water quality, wetlands, flooding, navigable waterways, coastal zones, ecologically sensitive areas, traffic, parking, energy requirements, potential for conservation, historic properties, park land, construction, aesthetics, community disruption, safety, security, secondary development, consistency with local plans; hazardous/regulated materials; seismic risk, and environmental justice. From this review, TGC will identify any environmental issues that might prevent entry into the New Starts program (fatal flaws) and those that could be mitigated. At this stage of the planning, various agencies will be consulted as necessary, but no formal agency approvals will be sought. 10 Task 7: Analysis of Land Use Plans and Policies TGC will review the existing land use and supportive land -use policies that are and/or need to be in place to improve the productivity and impact of a rail investment. This analysis will also be linked to those in Tasks 1 and 5. Subtasks will include the following: • TGC will describe the general character and zoning of affected property; • TGC will review cities of Round Rock and Georgetown land use policies. The focus will be to review policies used in peer systems, clarify existing transit supportive corridor policies, identify supportive zoning regulations near transit stations, evaluate tools to implement land use policies and review local comprehensive plans, zoning ordinances, design requirements, special district ordinances, financial incentives to encourage transit - supportive development, e.g. reduced impact fees, tax breaks, low-interest loans, etc. , use of joint development programs, and economic development plans. • TGC will comment on the potential performance and impact of the policies noted above, specifically how they impact the proposed RR/GT rail link. • TGC will evaluate the ability to generate positive Social Equity/Quality of Life Benefits as delineated in the CAMPO Decision Tree. Task 8: Market Analysis TGC will research the viability of using a Tax Increment Reinvestment Zone (TIRZ) or similar mechanism, to support operations funding of the service along the proposed rail link. TGC will not recommend station sites but will use previously identified locations unless the demand analysis and the capital improvement programming points to the advisability of different station locations very early on in the process, in which case the project sponsors will modify the locations if advisable. TGC will review the tax rolls for property located within one-half mile of each station for the purpose of developing an estimate of the total property value within a theoretical TIRZ capture zone. Depending on the size of the existing parcels, TGC will either compile all or randomly sample the land within the proposed capture area and will match selected parcels to the Williamson County Appraisal District records. From this sample, TGC will extrapolate the total value of the land within the capture zone. 11 • Once the baseline value has been established, TGC will project the future projected revenue that may be stimulated by the rail development assuming type of development (office, retail, residential) and build -out rate. Task 9: Analysis using New Starts Guidelines TGC will conduct a preliminary evaluation of the benefits and effectiveness of the rail extension against a baseline of TSM improvements. • Measure environmental benefits. • Cost effectiveness or the incremental cost per hour of rider benefit; be advised that this is a calculation that is based on the system wide effects of this extension. For this effort, TGC will be estimating the incremental benefit derived solely from the extension and not from the system as a whole; and • Economic development impacts and effects. Task 10: Stakeholder Coordination To the extent that the program reflects a regionally coordinated congestion mitigation relief approach, the likelihood of a successful program improves. TGC recommends the formation of a technical coordination committee to provide inputand oversight into this preliminary planning process. • Working with the cities of Round Rock and Georgetown, TGC will identify and contact potential stakeholders regarding their interest in participating on a technical coordination committee. Possible stakeholders include: Capital Metro, CAMPO, TxDOT, cities of Round Rock, Georgetown, Hutto, Pflugerville and Taylor, CARTS, Williamson County. • The Austin/San Antonio Inter Municipal Commuter Rail District has identified a portion of the MKT corridor (between US 79 and Georgetown) as part of its preferred alignment. TGC will coordinate and facilitate meetings with the ASA Inter -municipal Rail District to discuss the project and potential opportunities/conflicts presented by the RR/GT rail link. • Also see coordination activities described in Task 2. 12 Deliverable: TGC will produce five draft copies of the report for review and comment. Following insertion of all corrections and comments, TGC will prepare a final report with appropriate timelines, maps, charts, and tabulations and will provide 25 bound copies and 1 unbound copy. TGC will prepare an Executive Summary to provide more easily accessible information to a wider range of stakeholders and interested parties. Additionally, both the draft and final report will be available in pdf format for ease of sharing between agencies and public. This will be available for access on the City website. 13 Attachment A CAMPO Capital Investment Decision Tree 1. Is the process transparent and accountable? A. To what degree have local governmental authorities, or the public, previously endorsed this or relatgd proposals? B. To what degree have local governmental authorities, or the public, incorporated this, or related proposals, into their planning, or into other projects? C. Should this proposal receive special consideration relative to other proposals because of previous governmental or public endorsement of this proposal, or because this proposal has been incorporated into other plans or projects? 2. What is the purpose of the project? Can the project create the following benefits? Addressed In Task 10 Task 1, 2, 4, A. Mobility benefits 6,7,9 1) Manage growth of VMT, commute time, congestion, or other appropriate metric 2) Transportation network capacity 3) Public Security 4) System Efficiency B. Economic Development Benefits for the Community 1) Financial stability 2) Regional economic competitiveness 3) Property value 4) Financial viability of small cities/towns 5) Local community priority 6) Smart growth, activity centers C. Environmental and Public tealth Benefits 1) Air quality 2) Water quality 3) Noise impacts 4) Pedestrian activity 5) Growth away from sensitive areas/toward desired areas D. Social Equity/Quality of Life Benefits 1) Access to jobs, healthcare, education, cultural and/or recreational destinations for everyone, especially most vulnerable 14 Task 8, 9 Task 4 ,6, 9 Task 6, 7 2) Predictability of commute and travel time 3) Personal safety 4) Serve a "historically underserved" area of the region 5) Visual and aesthetic quality 6) Sense of place, regional and/or local 3. What does the project cost? A. What is the actual capital cost, in dollars, of the project and any additional, necessary, directly related projects as determined by SAFETEA-LU standards or some other uniform criteria? B. What are the actual operating and maintenance costs of the project over its anticipated useful life? C. Have the cost measures included in Attachment 2 been considered? D. Are there other actual costs that should be considered because of the type or nature of the project? 4. What are the indirect costs necessary to implement the project, including costs to local businesses, costs created by removal of infrastructure such as parking, loss of rail capacity for uses such as freight, or other costs? 5. What jurisdictions can or should fund the project? A. Why should the jurisdictions he considered? B. What criteria is being considered? C. Should a jurisdiction that benefits from the project not contribute? D. Is there a way for a regional entity to be involved in the financing (or to be created to assist the financing)? 6. What mechanisms are available to fund the project? A. Are the financing mechanisms associated with specific participating jurisdictions? B. Are the financing mechanisms available for capital costs, operations costs, or both? 7. How will the financing mechanism(s) be funded? A. How are estimates of revenue made? B. What impact will this use of this source of funds have on Central Texans (i.e. tax rates, etc.)? To what extent will the project be funded by users or by beneficiaries beyond the users? C. Are there ways to decrease actual costs (i.e. efficiency in infrastructure work, etc.)? D. Can the project generate excess funds to invest in other transportation priorities? 15 Task 3, 5 Not in this phase Task 5 Task 5 Not in this phase Task 8 Not in this phase Not in this phase 8. What is the project's timeline? Should the project be phased? Not in this phase 9. Will there be a need for an election or legislative action? A. What type of election would be required (i.e. funding vs. operation authority)? B. What jurisdictions will have the election? C. Could elections by multiple jurisdictions conflict? D. What is the impact of potential conflicts? 10. What entity or entities will govern (i.e. construct, operate, and maintain) the project? A. Could entities with governance responsibilities be in conflict with each other? B. What mechanism is there for resolving governance conflict? 11. What are the opportunity costs of moving forward with the project relative to alternate projects? A. Is there another comparable project that accomplishes the same purpose and/or benefits at lower costs? B. Are there services or projects, including non -transportation projects, either 16 Not in this phase Task 2, 10 Task 4 THE GOODMAN Exhibit B CORPORATION Budget Schedule The total budget of One Hundred Fifty Thousand Dollars ($150,000.00) inclusive of all fees and expenses shall be paid on a lump sum, percent of completion fee basis for the performance of the Scope of Services. Task Budget Task 1: Demand Analysis $20,000 Task 2: Operating Plan and Budget $30,000 Task 3: Capital Development Program $16,000 Task 4: Estimate of Mobility Benefits $11,000 Task 5: Financial Assessment of Local Resources $12,000 Task 6: Environmental Fatal Flaw Analysis $10,000 Task 7: Analysis of Land Uses Plans and Policies $10,000 Task 8: Market Analysis $14,000 Task 9: Analysis Using New Starts Guidelines $12,000 Task 10: Stakeholder Coordination $15,000 Total $150,000 THE GOODMAN Exhibit C CORPORATION Supplemental Planning Schedule This scope of work is estimated to be completed within 180 days. Task Days Task 1: Demand Analysis 1-60 Task 2: Operating Plan and Budget 1 — 120 Task 3: Capital Development Program 1- 150 Task 4: Estimate of Mobility Benefits 90-120 Task 5: Financial Assessment of Local Resources 90-120 Task 6: Environmental Fatal Flaw Analysis 1-120 Task 7: Analysis of Land Uses Plans and Policies 1-120 Task 8: Market Analysis 1-90 Task 9: Analysis Using New Starts Guidelines 120-180 Task 10: Stakeholder Coordination 1-180 Total 180 Days ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY. 4g# �►Zed- J.ipp Connection to Capital o Metro's Red Line: Austin to Leander Round Rock Rail System Plan Iii" -4 ----"ROUND ROCK, TEXAS PURPOSE. PASSION. PROSPERITY LEGEND Connection to Capital Metro's Red Line: Austin to Leander Round Rock Rail System Plan 'ROUND ROCK, TEXAS P1 RPOSE PASSION PROSPFRII 't LEGEND misim Route Alignment MI E Route Alternative Potential Station Round Rock City Limits Georgetown City Limits 1 inch equals 6,000 feet 1:72,000 otential Connection to Pflugerville Round Rock Rail System Plan