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R-12-09-13-G4 - 9/13/2012 i RESOLUTION NO. R-12-09-13-G4 WHEREAS, the City of Round Rock desires to retain professional consulting services for transit planning analyses and transit planning documents for the Demand Response Bus Service, and E WHEREAS, Jacobs Engineering Group, Inc. ("Jacobs") has submitted an Agreement for i Professional Consulting Services to provide said services, and WHEREAS, the City Council desires to enter into said agreement with Jacobs, Now Therefore a BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, f That the Mayor is hereby authorized and directed to execute on behalf of the City an { Agreement for Professional Consulting Services With Jacobs Engineering Group, Inc., 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 4 q 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 13th day of September, 2012. t ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: KOO, SARA L. WHITE, City Clerk r O:\wdox\SCClnts\0112\1204\MUNICIPAL\00257525.DOC/rmc l i r: � f EXHIBIT „A» CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES WITH JACOBS ENGINEERING GROUP,INC. i i THIS AGREEMENT is made and entered into on the day of I } 2012, by and between the City of Round Rock, a Texas home-rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as the "City"), and Jacobs Engineering Group, Inc., whose offices are located at 2705 Bee Cave Road,Austin, Texas 78746 (hereinafter referred to as the"Consultant"or"Jacobs"). r RECITALS: WHEREAS, City desires to contract for Consultant's professional services generally described as performing various transit planning analyses and producing transit planning documents for City's Demand Response Bus Service, all in accordance with all applicable federal regulations including the requirements of 49 U.S.C. 5307, Title VI of the Civil Rights Act of 1964, and all other applicable state and local laws and regulations, such analyses and documents to include but not be limited to Limited English Proficiency Plan (LEP), Public Participation Plan(PPP), and Ridership and Operational Fare Analysis; and WHEREAS,City has determined that there is a need for the delineated services; and WHEREAS, City desires to contract for such services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; NOW,THEREFORE,WITNESSETH: F: That for and in consideration of the mutual promises contained herein and other good and ; } valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: 1.01 EFFECTIVE DATE,DURATION,AND TERM j This Agreement shall be effective on the date it has been signed by each party hereto, and ` shall-remain in full force and effect unless and until it expires by operation of the term indicated herein,or is terminated or extended as provided herein. The initial term of this Agreement shall be for one (1) six-month period from the r effective date hereof,with no prohibition against renewal by agreement. City reserves the right to review this Agreement at any time, and may elect to terminate this Agreement with or without cause or may elect to continue. ri 256589ljkg k 1 F i t 2.01 PROPOSAL FOR SERVICES For purposes of this Agreement, Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being appended to this Agreement as Exhibit "B" entitled "Consultant Services," which document is attached hereto and incorporated herein by reference for all purposes. 3.01 SCOPE OF SERVICES Consultant shall satisfactorily provide all services described under this "Scope of Services" category and Exhibit `B." Consultant's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perforin services in accordance with this Agreement, in accordance with the appended proposal for services, and in accordance with due care and ! F prevailing consulting industry standards for comparable services. F 4.01 LIMITATION TO SCOPE OF SERVICES i Consultant and City agree that the scope of services to be performed is enumerated in ' Exhibit "B" and herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City which may be influenced by but not be dependent on Consultant's work. { 5.01 CONTRACT AMOUNT; PAYMENT FOR SERVICES In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant in accordance with Exhibit "D" entitled "Fee Schedule," which document is attached hereto and incorporated herein by reference for all purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit`B." Deductions. No deductions shall be made from Consultant's compensation on account of penalty,liquidated damages or other sums withheld from payments to Consultant. Additions. No additions shall be made to Consultant's compensation based upon claims, whether paid by City or denied. f 6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT =' Invoices. To receive payment for services. Consultant shall prepare and submit a series of monthly invoices in a form acceptable to City. Each invoice for professional services shall { track the "Scope of Services" category herein, and shall state and detail the services performed, along with documentation for each service performed. All payments to Consultant shall be made p on the basis of the invoices submitted by Consultant and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by City, Consultant shall comply promptly with such request. In this 256589/jkg k 1 3 F i i S regard, should City determine it necessary, Consultant shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the r requirements of this Agreement. Following approval of invoices, City shall endeavor to pay . Consultant promptly,but no later than the time period required under the Texas Prompt Payment Act described in Section 9.01 herein. Under no circumstances shall Consultant be entitled to i receive interest on payments which are late because of a good faith dispute between Consultant and City or because of amounts which City has a right to withhold under this Agreement or state i R law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the ' services,but not for taxes based upon Consultant's net income. k Offsets. City may, at its option, offset any amounts due and payable under this i Agreement against any debt(including taxes) lawfully due to City from Consultant, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 7.01 REQUIRED DRAFT REPORTS AND FINAL REPORT i I ' Consultant agrees to provide City with any draft reports and a detailed final written report,together with all information gathered and materials developed during the course of work. Consultant agrees to provide City with additional bound copies of the final written report, if and as requested, with the right to make additional copies being at the sole election of City. All copies of the written final report will be to specifications as delineated by City. I 8.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 271.101 and Section 271.102. Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful l vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor fi-om lack of exception to this clause in the vendor's response. However, all parties hereby expressly agree that the City of Round Rock is not an agent of,partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently-negotiated "piggyback"procurements. 9.01 PROMPT PAYMENT POLICY i Y In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be i t made by City to Consultant will be made within thirty (30) days of the date City receives goods i 256589/jkg i r 6 s I I } i under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Consultant 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 i 4 Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments made by City in the event: 1. There is a bona fide dispute between City and Consultant, a contractor, I s 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 Consultant 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 City from making a timely payment with federal funds; or 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. I k 10.01 NON-APPROPRIATION AND FISCAL FUNDING f This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Contractor a written notice of termination at the end of its then-current fiscal year. 11.01 TIMETABLES I Unless otherwise indicated to Consultant in writing by City, or unless Consultant is unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control, the following timetable structure and deliverable due dates shall apply: not later than six (6) months from date of execution hereof, but in reasonable conformity to Consultant's schedule tendered to City as a requirement of City's specifications. 12.01 SUPPLEMENTAL AGREEMENTS The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or City Manager action, if City determines that there has #. been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement,that being six F (6) months from the effective date hereof. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. 256589/jkg t f t 8 s i f f Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. r 13.01 TERMINATION; DEFAULT f k Termination: It is agreed and understood by Consultant that City may terminate this Agreement for the convenience of City, upon thirty (30) days' written notice to Consultant, with the understanding that immediately upon receipt of said notice all work being performed under this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to City in a reasonably ` organized form without restriction on future use, subject to the conditions set forth herein. Should City subsequently contract with a new consultant for continuation of service on the E project, Consultant shall cooperate in providing information. i It is agreed and understood by Consultant that City may terminate this Agreement for cause,upon ten(10) days' written notice to Consultant. y Termination of this Agreement shall extinguish all rights, duties, and obligations of City and the terminated party to fulfill contractual obligations. Termination hereunder shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. Nothing contained in this section shall require City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. G Default: Either party may terminate this Agreement, in whole or in part, for default if the party provides the other party with written notice of such default and the other fails to s F satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the parties). i t If default results in termination of this Agreement, City shall give consideration to the k actual costs incurred by Consultant in performing to the date of default. The cost of the work that is useable to City, the cost to City of employing another firm to complete the work, and other_factors will affect the value to City of the work performed at the time of default. Neither f party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. } The termination of this Agreement for default shall extinguish all rights, duties, and obligations of the terminating party and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. 256589/jkg i 3 4 i 9 I� i 3 Nothing contained in this section shall require City to pay for any work which it deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement. 14.01 NON-SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for Y twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall employ any person employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such person was involved, directly or indirectly, in the performance of this Agreement. This provision shall not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation. if 15.01 CITY'S RESPONSIBILITIES Full information: City shall provide full information regarding project requirements. City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. City shall require its employees and any third parties who are otherwise assisting, advising or representing City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by City or its designated representative concerning provision of services as accurate and complete. E Required materials: Consultant's performance requires receipt of all requested information reasonably necessary to provision of services. Consultant agrees, in a timely manner, to provide City with a comprehensive and detailed information request list,if any. 16.01 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, not City's employee. Consultant's employees or subcontractors are not City's employees. This Agreement does not create a partnership r relationship. Neither party has authority to enter into contracts as agent for the other party. Consultant and City agree to the following rights consistent with an independent contractor relationship: S 1. Consultant has the right to perform services for others during the term of this Agreement; 2. Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed; s f 3. Consultant has the right to hire assistants as subcontractors, or to use employees { E to provide the services required by this Agreement; 4. Consultant or its employees or subcontractors shall perform the services required hereunder. City shall not hire,supervise, or pay any assistants to help Consultant; 256589rkg x P 1 4 t 5. Neither Consultant nor its employees or subcontractors shall receive any training fiom City in the skills necessary to perform the services required by this Agreement; I 6. City shall not require Consultant its employees or subcontractors to devote full time to performing the services required by this Agreement; and ` 7. Neither Consultant nor its employees or subcontractors are eligible to participate F in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City. 17.01 CONFIDENTIALITY; MATERIALS OWNERSHIP i Any and all programs, data, or other materials furnished by City for use by Consultant in x connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant 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. f The parties recognize and understand that City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be 4 confidential to Consultant is confidential information of Consultant. City's confidential F `t. information and Consultant's confidential information is collectively referred to as "Confidential Information." Each party shall use Confidential Information of the other party only in r furtherance of the purposes of this Agreement and shall not disclose such Confidential s Information to any third party without the other party's prior written consent, which consent shall 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. Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing Party") which: a is rightfully known to the recipient prior to its disclosure b the Disclosing Y ) ( ) g Y P p Y g Party; (b) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (c) is independently developed by the recipient without any reliance on Confidential Information; or (d) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. 256589/jkg { i f i t t 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. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall j preclude or limit Consultant from providing similar services for other clients. i+ Neither the City nor Consultant 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. i Notwithstanding anything to the contrary in this Agreement, City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for City and delivered to City under the terms of this Agreement (the "Deliverables"); and i Consultant shall 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 Consultant either prior to or as a result of its provision of services under this Agreement (other than the Deliverables). Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's Confidential Information for City's own internal use and only for the purposes for which they are G delivered to the extent that they form part of the Deliverables. 18.01 WARRANTIES s Consultant represents that all services performed hereunder shall be performed consistent with generally prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner. Consultant shall re-perform any work not in compliance with this representation. h 19.01 LIMITATION OF LIABILITY f _ r Should any of Consultant's services not conform to the requirements of City or of this Agreement, then and in that event City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to City's satisfaction at no additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein,then this Agreement may be terminated for default. In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence,willful misconduct or misrepresentations by City,its directors, employees or agents. y 3 In no event shall Consultant be liable to City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, 256589/jkg r F t l I special or similar damages relating to or arising from the services, or (b) in any event, in the aggregate, for any amount in excess of the total professional fees paid by City to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross I negligence,willful misconduct or fraudulent acts relating to the service provided hereunder. 1 20.01 INSURANCE Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term x hereof professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. Subconsultant Insurance. Without limiting any of the other obligations or liabilities of ` Consultant, Consultant shall require each subconsultant performing work under this Agreement l to maintain during the term of the Agreement, at the subconsultant's own expense, the same { stipulated minimum insurance required in the immediately preceding paragraph, including the required provisions and additional policy conditions as shown below. Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Consultant must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense,to receive copies of these certificates of insurance. Insurance Policy Endorsements. Each insurance policy hereunder shall include the following conditions by endorsement to the policy: 1. Each policy shall require that thirty(30)days prior to the expiration,cancellation,on- { renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: r i City Manager l City of Round Rock 221 East Main Street Round Rock,Texas 78664 i Consultant shall also notify City, within 24 hours of receipt, of any notices of F expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. 2. Companies issuing the insurance policies shall have no recourse against City for payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Consultant. 3. Terms "City" or "City of Round Rock" shall include all authorities, boards, k commissions, departments, and officers of City and individual members, employees and agents in their official capacities, or while acting on behalf of the E City of Round Rock. 2565896kg s z } e f i P i s 4. The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any future coverage, or to City's Self-Insured Retentions of whatever nature. 5. Consultant and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Consultant shall be borne solely by Consultant, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. 21.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES E Compliance with Laws. Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits and licenses required in the performance of the ry' services contracted for herein. Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. 22.01 FINANCIAL INTEREST PROHIBITED Consultant covenants that Consultant, 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 for this project. G 23.01 ASSIGNMENT AND DELEGATION i The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. r 24.01 LOCAL, STATE AND FEDERAL TAXES 4 Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: 1. Withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf; or 256589/jkg gY t i i I I { : 2. Make state and/or federal unemployment compensation contributions on i Consultant's behalf; or 3. Withhold state or federal income tax from Consultant's payments. r 25.01 NOTICES IK All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: when delivered personally to recipient's address as stated in this Agreement; or three (3) days after being deposited in the United States mail,with postage prepaid to the recipient's address as stated in this Agreement. Notice to Consultant: r Jacobs Engineering Group, Inc. 2705 Bee Cave Road Austin, TX 78746 Notice to City: City Manager AND TO: City Attorney 221 East Main Sheet 309 East Main Street Round Rock, TX 78664 Round Rock,TX 78664 s Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Consultant. (Ug fi 26.01 APPLICABLE LAW; ENFORCEMENT AND VENUE This Agreement shall be enforceable in Round Rock, Texas. If legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, f exclusive jurisdiction and venue shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. I ' 27.01 EXCLUSIVE AGREEMENT f This document, and all appended documents, constitutes the entire Agreement between Consultant and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. 28.01 DISPUTE RESOLUTION c City and Consultant hereby expressly agree that no claims or disputes between the parties I arising out of or relating to this Agreement or a breach thereof shall 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. i 256589/jkg i € i � 5 I f i i I i i r i 29.01 SEVERABILITY The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement.Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties fiuther agree to amend this Agreement, through a process of mutual agreement and negotiation, to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this ` section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. I i 30.01 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated t subconsultants, in a manner acceptable to City and according to generally accepted business practices. i 31.01 GRATUITIES AND BRIBES City may, by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Consultant may be subject to penalties stated in r Title 8 of the Texas Penal Code. 32.01 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written u assurance of the intent to perform. In the event that no written assurance is given within the reasonable time specified when demand is made,then and in that event the demanding party may a treat such failure as an anticipatory repudiation of this Agreement. 7. 33.01 MISCELLANEOUS PROVISIONS E f Time of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project y schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these circumstances, City may withhold, to the extent of such damage, Consultant's payments 256589/ikg 3 s s 't hereunder without waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly i progress of Consultant's work. Force Majeure. Neither City nor Consultant shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. { f Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original; and all of which, taken together, shall constitute one and the same instrument. City agrees to provide Consultant with one fully executed original. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated. i CITY OF ROUND ROCK,TEXAS { By: Printed Name: Title: Date Signed: FOR CITY, ATTEST: r By: lzx Sara L. White, City Clerk 4: FOR CITY,APPROVED AS TO FORM: By: n Stephan L. Sheets, City Attorney 256589/jkg r t i z I i Y I I JACOBS ENGINEERING GROUP,INC. i g i By: Printed Name: S ca'lr A-&Si—f Title: ".Q� AzsK.a.( A^oA-V--c% i e-r i. Date Signed: $- Z 3 - Y Z { F R f F t 2 f F i t C t yP G 25G589fikg r s City of Round Rock Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis i EXHIBIT A City Services The City of Round Rock will furnish the Consultant the following items/information and provide assistance as t indicated: • Designate a person to act as the City's representative with respect to the services to be performed by the Consultant. This representation will have authority to transmit instructions,receive information, interpret and define the City's policies and decisions with respect to the Consultants services. • Provide all criteria and full information as to the City's requirements for the project,including objectives,constraints and any issues perceived to date. • Assist the Consultant by placing all available information pertinent to the project,including previous reports and all data collated,at the Consultants disposal. t �i • Assist the Consultant with the identification and sourcing of data not already identified,but necessary F° for the project. This may include contacting,engaging and collecting data/information from sources E t outside of the City of Round Rock. • Where applicable and/or necessary,assist the Consultant in coordinating with Stakeholders and Federal Agencies. 7 S 4 4 f' 1 3 i S 4 3 City of Round Rock Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis t EXHIBIT B Consultant Services The purpose of this Scope of Work is to provide professional transit planning services to complete various transit z planning documents and analysis for the City of Round Rock's Demand Response Bus Service,including:Limited English Proficiency Plan(LEP);Public Participation Plan(PPP);and Ridership and Operational Fare Analysis. f: 4 The City requires that the LEP and PPP documents are prepared in accordance with all applicable federal regulations,including the requirements of 49 U.S.C.5307,Title VI of the Civil Rights Act of 1964,and all other applicable state and local laws and regulations. The LEP and PPP will be submitted to the Federal Transit Administration for their review and approval,as part of the City's compliance with applicable federal statutes. Detailed tasks included in this Scope of Work are described herein. { TASK 1—PROJECT MANAGEMENT&COORDINATION • Project Administration. Manage overall scope,schedule,and budget and coordinate activities with City's staff,stakeholders and project team. • Meetings&Coordination o City of Round Rock—Conduct kickoff meeting plus up to two(2)additional meetings with the City of Round Rock staff. o Progress Meetings—hold bl-weekly conference calls to include appropriate project staff to discuss progress of the project,Identify Issues and action items to be addressed. o Maintain Stakeholder Coordination Log,identify and communicate all stakeholders'engagement and any issues with the City's staff. o Coordination with Federal Transit Authority. Task 1 Deliverables: ➢ Monthly progress report—progress against scope,budget and schedule. ➢ Stakeholder coordination log—stakeholders contacted and communication log. TASK 2—DATA COLLECTION & REVIEW • Collection and review of all data already gathered by the City staff. }: • Assessment and sourcing of any additional data needs including: o Population o Elderly Population o Disabled Population o Low Income Population o Limited English Proficiency Populations o Median Household Income o Journey to Work o Zero-Car Households o Major Population and Activity Centers Task 2 Deliverables: All data collected,reviewed and mapped will be supplied to the City staff in an electronic format. 1 i R i I City of Round Rbck Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis I TASK 3—LIMITED ENGLISH PROFICIENCY PLAN (LEP) (Tasks are outlined in the format of the LEP document,showing chapter content and associated analysis/activities). Chapter 1—Introduction • Legislative Framework • Purpose of Plan/How to Use Plan • CORR Services Background Chapter 2—Four Factor Analysis • (1)Number and Proportion of LEP Persons Served and/or Encountered in the Eligible Service Population • (2)Frequency with which LEP Persons come into Contact with Program/Services • (3)Importance of the Program/Services to LEP Persons • (4)Resources Available to the CORR and Costs Chapter 3—LEP Implementation Plan • Identify LEP Persons who Need Language Assistance(based on 1&2 in Chapter 2) • Language Assistance Measures • Staff Training • Notice to LEP Persons that Services are Available } s Chapter 4—Plan Reevaluation and Revisions Policy r • Ways to measure effectiveness of public outreach • Procedures for adapting plan based on feedback and/or changes in services or community demographics Appendix A—Database of Agencies that Work with LEP Persons In Service Area F i Task 3 Deliverables: ➢ Draft Limited English Proficiency Plan for review(electronic word document) ➢ Final Limited English Proficiency Plan(electronic word document and PDF,no hard copied are required) ➢ Database of Agencies that Work with LFP Persons In Service Area(electronic,or as requested) TASK 4—PUBLIC PARTICIPATION PLAN (PPP) (Tasks are outlined in the format of the PPP document,showing chapter content and associated analysis/activities). Chapter 1—Introduction #' • Legislative Framework • Purpose of Plan/How to Use Plan • CORR Services Background Chapter 2—Stakeholders and Public Groups a • Community Demographic Profile—existing and future projections • Stakeholder Database(local government officials,agencies that may work with underserved populations) • Summary of Stakeholders Interviews 2 f 1 f i f s e City of Round Rock Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis Chapter 3—Public Involvement Strategies,Procedures and Desired Outcomes =' • Role of Community Input • Notices of Public Involvement Activities • Media Relations Plan • Local Government Officials Briefings E • Public Meeting Formats and Desired Outcomes • Website/Communications Materials z Chapter 4—Environmental Justice(EJ)and Limited English Proficiency(LEP)Component • Tailored Communications Materials s • Public Involvement Strategies to reach EJ and LEP populations z Chapter 5—Plan Reevaluation and Revisions Policy • Ways to measure effectiveness of public outreach • Procedures for adapting plan based on feedback and/or changes in services or community demographics s t Appendix A—Stakeholder Database Appendix B—Demographic Database&Maps ` F Task 4 Deliverables•. Draft Public Participation Plan for review(electronic word document) y ➢ Final Public Participation Plan(electronic word document and PDF,no hard copies are required) ➢ Stakeholder Database(electronic,or as requested) z ➢ Demographic Database&Maps(electronic,oras requested) r TASK 5—RIDERSHIP AND OPERATIONAL FARE ANALYSIS The fare analysis will consist of reviewing all data collected and provided by the City of Round Rock,determining the actual costs to operate the system and based on ridership,the revenue generated from fare box recovery. The purpose of this task is to provide the City of Round Rock with the delta difference between operating costs and revenue to provide an independent analysis in support of City's Fare Policy. It is expected that this task will generate a 5—10 page executive summary report. F Chapter 1—Introduction x. • Brief description of existing service t • Methodology and approach to the analysis Chapter 2—Review and Analysis of Data(based on data provided by the City of Round Rock) • Operating Statistics g • Ridership Statistics • Revenue Statistics t Chapter 3—Conclusions • Summary of operating,ridership and fare box recovery trends • Final findings summary 3 is E City of Round Rock b Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis s Task 5 Deliverables: ➢ Draft Ridership and Operational Fare Analysis executive summary reportfor review(electronic word i document) Final Ridership and Operational Fare Analysis executive summary report(electronic word document and PDF) i t i s f { R f' f. t i 4 3 d 4. 4 4 S S. �ommm©mmm©ommmom®momm®oommoommm©mmm _.September November 2012 20 2 ................. �. _... .. ......... .................... _. . .. ......... .................... Assessment and sourcing of any additional data needs _. ............................... _ �... ..........................a.. �.= - .. r �..... ...........M...........M.... Develop� Interview QuestionV MMM... .........................�.. � M...M.M M....MMM..MM.M.MMM..OMMMM. �� •. M.MM... MM......MM............MM. � . _ M..M...MM i M..MM..MMMMM.......MMM. Draft M.........M M.................MM. Submit Draft LEP Plan to the City of Roun d Rock Staff MMMM.........MrIM.M.M.mm..mmmmmmmmmm �- .. . . - M.............Y ...............MMM. • � MMMMM.M.MMMMMM.■ MMMMMMMMMM.MMMMMMM Final LEP implementation Plan 15=Public Participation Plan MM...MMM...MM.............MM. �._ �..... ........M...............MMM. Develop Intervi Questions' law Develop- MMMM....M ...................MMM. � .. M........ ....M...M.MM..MMMM.MMMM Draft� M..M....... .MMMM.MMM.......M.MM. , , . M...M......MM wM....M...........M Submit =..M.......M..M ................MM. Final Internal Q/AQ/C MMMMMMMMMMMMMMMOMM Respond to FTA Comments&Q/A Q/C NET ML Ridership and Operational _ . ._ _ �.... ......O................MO. � .. . . . M....... .....M................MM. _ . . . M......... .r�.................... ReportPrepare Draft 'Internal.. . and submit to client M........... U..w................. M.............. A.............MM.. Exhibit D Fee Schedule Project Name: Demand Response Bus Service -LEP, PPP, Fare Analysis Total Total Other Task Labor Hours Loaded Labor Cost Direct Costs Subconsultants TOTALS Task 1: Project Management&Coordination 80 $10,374 $0.00 $10,374 Task 2: Data Collection & Review 40 $2,785 $0.00 $2,785 Task 3: Limited English Proficiency Plan (LEP) 326 $24,250 $0.00 $24,250 Task 4: Public Participation Plan (PPP) 290 $22,332 $0.00 $22,332 Task 5: Ridership and Operational Fare Analysis 164 $15,649 $0.00 $15,649 $750.00 $750.00 GRAND TOTAL: 900 $75,390 $750.00 $0.00 $76,140 8/13/2012 ROUND City Council Agenda Summary Sheet ROUND 7ROCK,TEXASPURPOSE PASSION.PROSPERITY. s 3 A Agenda Item No. G4. ) Consider a resolution authorizing the Mayor to execute "Agreement for Professional Consulting Services" with Jacobs Engineering Group, Inc. for transit planning analyses and Agenda Caption: transit planning documents for Demand Response Bus Service. F Meeting Date: September 13, 2012 Department: Transportation k Staff Person making presentation: Gary Hudder Transportation Director ) i Item Summary: The City currently receives 5307 funding under 49 U.S.C. 5307 from the Federal Transit Administration (FTA) for the Demand Response Bus Service. As a recipient of FTA funds the City has to comply with Title VI of the Civil Rights Act of 1964. The City currently has a FTA approved Title VI Program with the understanding the City will completely develop the Limited English Proficiency Plan and Public Participation Plan. Once the two plans are completed and accepted by the FTA the City will be in complete compliance with the Title VI requirements. In addition,the City's fare policy requires an operations and ridership analysis to increase or decrease fares. Jacob's Engineering Group is being hired to complete these tasks through PlanSource, which did a cooperative procurement through a competitive bidding process to allow local governments and other agencies to select a qualified planning firm without going through an individual RFP process. Cost: $76,140 Source of Funds: General Fund Recommended Action: Approval i F { t' � J F � z LLMJ O x 0w0 CN i i x t i f CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES f WITH JACOBS ENGINEERING GROUP,INC. i �2� f THIS AGREEMENT is made and entered into on the I�- day of, 2012, by and between the City of Round Rock, a Texas home-rule municipal cor oration, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (hereinafter referred E to as the "City"), and Jacobs Engineering Group, Inc., whose offices are located at 2705 Bee Cave Road,Austin, Texas 78746 (hereinafter referred to as the"Consultant"or"Jacobs"). RECITALS: WHEREAS, City desires to contract for Consultant's professional services generally described as performing various transit planning analyses and producing transit planning 4 documents for City's Demand Response Bus Service, all in accordance with all applicable federal regulations including the requirements of 49 U.S.C. 5307, Title VI of the Civil Rights Act of 1964, and all other applicable state and local laws and regulations, such analyses and documents to include but not be limited to Limited English Proficiency Plan (LEP), Public Participation Plan(PPP), and Ridership and Operational Fare Analysis; and WHEREAS, City has determined that there is a need for the delineated services; and z WHEREAS, City desires to contract for such services; and WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights, duties and obligations hereunder; i t NOW,THEREFORE,WITNESSETH: f That for and in consideration of the mutual promises contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the parties as follows: s 1.01 EFFECTIVE DATE, DURATION,AND TERM i This Agreement shall be effective on the date it has been signed by each party hereto, and F shall remain in frill force and effect unless and until it expires by operation of the term indicated herein, or is terminated or extended as provided herein. The initial term of this Agreement shall be for one (1) six-month period from the t effective date hereof, with no prohibition against renewal by agreement. City reserves the right to review this Agreement at any time, and may elect to terminate i this Agreement with or without cause or may elect to continue. 256589/jkg s i2-12-09.13 I i 2.01 PROPOSAL FOR SERVICES For purposes of this Agreement, Consultant has issued its proposal for services for the 1 tasks delineated therein, such proposal for services being appended to this Agreement as Exhibit "B" entitled "Consultant Services," which document is attached hereto and incorporated herein by reference for all purposes, f 3.01 SCOPE OF SERVICES S t Consultant shall satisfactorily provide all services described under this "Scope of Services" category and Exhibit "B." Consultant's undertakings shall be limited to performing services for City and/or advising City concerning those matters on which Consultant has been specifically engaged. Consultant shall perform services in accordance with this Agreement, in accordance with the appended proposal for services, and in accordance with due care and prevailing consulting industry standards for comparable services. z 4.01 LIMITATION TO SCOPE OF SERVICES Consultant and City agree that the scope of services to be performed is enumerated in Exhibit "B" and herein, and may not be changed without the express written agreement of the parties. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute discretion and authority for all funding decisions, such to be based solely on criteria accepted by City which may be influenced by but not be dependent on Consultant's work. 5.01 CONTRACT AMOUNT; PAYMENT FOR SERVICES In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant in accordance with Exhibit "D" entitled "Fee Schedule," which document is attached hereto and incorporated herein by reference for all purposes, in payment for services and the Scope of Services deliverables as delineated in Exhibit`B." Deductions. No deductions shall be made from Consultant's compensation on account of penalty,liquidated damages or other sums withheld from payments to Consultant. Additions. No additions shall be made to Consultant's compensation based upon claims, whether paid by City or denied. 6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices. To receive payment for services, Consultant shall prepare and submit a series i of monthly invoices in a form acceptable to City. Each invoice for professional services shall track the "Scope of Services" category herein, and shall state and detail the services performed, along with documentation for each service performed. All payments to Consultant shall be made on the basis of the invoices submitted by Consultant and approved by City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup s material be requested by City, Consultant shall comply promptly with such request. In this 256589/jkg t a x t p i i f j b i S 3 regard, should City determine it necessary, Consultant shall make all records and books relating to this Agreement available to City for inspection and auditing purposes. i Payment of Invoices. City reserves the right to correct any error that may be discovered in any invoice that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following approval of invoices, City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 9.01 herein. Under no circumstances shall Consultant be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and City or because of amounts which City has a right to withhold under this Agreement or state law. City shall be responsible for any sales, gross receipts or similar taxes applicable to the set vices,but not for taxes based upon Consultant's net income. Offsets. City may, at its option, offset any amounts due and payable under this k Agreement against any debt(including taxes) lawfully due to City from Consultant, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been reduced to judgment by a court. 7.01 REQUIRED DRAFT REPORTS AND FINAL REPORT i Consultant agrees to provide City with any draft reports and a detailed final written report,together with all information gathered and materials developed during the course of work. s Consultant agrees to provide City with additional bound copies of the final written report, if and j x as requested, with the right to make additional copies being at the sole election of City. All copies of the written final report will be to specifications as delineated by City. 8.01 INTERLOCAL COOPERATIVE CONTRACTING/PURCHASING `y Authority for local governments to contract with one another to perform certain governmental functions and services, including but not limited to purchasing functions, is { granted under Government Code, Title 7, Chapter 791, Interlocal Cooperation Contracts, Subchapter B and Subchapter C, and Local Government Code, Title 8, Chapter 271, Subchapter F, Section 27 1.101 and Section 271.102. ' 1 Other governmental entities within the State of Texas may be extended the opportunity to purchase off of the City of Round Rock's bid, with the consent and agreement of the successful vendor(s) and Round Rock. Such agreement shall be conclusively inferred for the vendor from I lack of exception to this clause in the vendor's response. However, all parties hereby expressly I F agree that the City of Round Rock is not an agent of, partner to, or representative of those outside agencies or entities and that the City of Round Rock is not obligated or liable for any action or debts that may arise out of such independently-negotiated "piggyback" procurements. 4 9.01 PROMPT PAYMENT POLICY I s In accordance with Chapter 2251, V.T.C.A., Texas Govermnent Code, any payment to be t made by City to Consultant will be made within thirty (30) days of the date City receives goods 2565896kg t s I s under this Agreement, the date the performance of the services under this Agreement are completed, or the date City receives a correct invoice for the goods or services, whichever is later. Consultant 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 City in the event: 1. There is a bona fide dispute between City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that j causes the payment to be late; or 2. There is a bona fide dispute between Consultant and a subcontractor or between a F 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 City from making a timely payment with federal funds; or 4. The invoice is not mailed to City in strict accordance with any instruction on the purchase order relating to the payment. 10.01 NON-APPROPRIATION AND FISCAL FUNDING 3 i This Agreement is a commitment of City's current revenues only. It is understood and agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in question. City may effect such termination by giving Contractor a written notice of termination at the end of its then-current fiscal year. 11.01 TIMETABLES Unless otherwise indicated to Consultant in writing by City, or unless Consultant is unreasonably delayed in the orderly progress of its work by forces beyond Consultant's control, the following timetable structure and deliverable due dates shall apply: not later than six (6) months from date of execution hereof, but in reasonable conformity to Consultant's schedule tendered to City as a requirement of City's specifications. g 12.01 SUPPLEMENTAL AGREEMENTS l The terms of this Agreement may be modified by written Supplemental Agreement { hereto, duly authorized by City Council or City Manager action, if City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement, that being six (6) months from the effective date hereof. Consultant shall not perform any work or incur any additional costs prior to the execution, by both parties, of such Supplemental Agreement. 256589/jkg s s s i I 3 `s I 6 I i Consultant shall make no claim for extra work done or materials furnished unless and until there is full execution of any Supplemental Agreement, and City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not directly authorized by Supplemental Agreement. 13.01 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that City may terminate this Agreement for the convenience of City, upon thirty (30) days' written notice to Consultant, with the understanding that itmnediately upon receipt of said notice all work being performed under Y this Agreement shall cease. Consultant shall invoice City for work satisfactorily completed and shall be compensated in accordance with the terms hereof for work accomplished prior to the receipt of said notice of termination. Consultant shall not be entitled to any lost or anticipated profits for work terminated under this Agreement. Unless otherwise specified in this Agreement, all data, information, and work product related to this project shall become the property of City upon termination of this Agreement, and shall be promptly delivered to City in a reasonably organized form without restriction on future use, subject to the conditions set forth herein. Should City subsequently contract with a new consultant for continuation of service on the [ project, Consultant shall cooperate in providing information. It is agreed and understood by Consultant that City may terminate this Agreement for cause,upon ten(10) days' written notice to Consultant. I Termination of this Agreement shall extinguish all rights, duties, and obligations of City I and the terminated party to fulfill contractual obligations. Termination hereunder shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. } Nothing contained in this section shall require City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. 1 Default: Either party may terminate this Agreement, in whole or in part, for default if the party provides the other party with written notice of such default and the other fails to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a greater time if agreed upon between the parties). 3 If default results in termination of this Agreement, City shall give consideration to the actual costs incurred by Consultant in performing to the date of default. The cost of the work that is useable to City, the cost to City of employing another firm to complete the work, and other factors will affect the value to City of the work performed at the time of default. Neither party shall be entitled to any lost or anticipated profits for work terminated for default hereunder. The termination of this Agreement for default shall extinguish all rights, duties, and 4 obligations of the terminating party and the terminated party to fulfill contractual obligations. Termination under this section shall not relieve the terminated party of any obligations or liabilities which occurred prior to termination. 256589/jkg F f c j 4 I � i Nothing contained in this section shall require City to pay for any work which it deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement. 14.01 NON-SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither City nor Consultant shall offer employment to or shall employ any person employed then or within the preceding twelve (12) months by the other or any affiliate of the other if such person was involved, directly or indirectly, in the performance of this Agreement. This provision shall not prohibit the hiring of any person who was solicited solely through a newspaper advertisement or other general solicitation. i 15.01 CITY'S RESPONSIBILITIES i Full information: City shall provide full information regarding project requirements. City shall have the responsibility of providing Consultant with such documentation and information as is reasonably required to enable Consultant to provide the services called for. City shall require its employees and any third parties who are otherwise assisting, advising or representing City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by City and its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by City or its designated representative concerning provision of services as accurate and complete. Required materials: Consultant's performance requires receipt of all requested k: information reasonably necessary to provision of services. Consultant agrees, in a timely manner, to provide City with a comprehensive and detailed information request list,if any. t 16.01 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, not City's employee. Consultant's employees or subcontractors are not City's employees. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts as agent for the other party. Consultant and City agree to the following rights consistent with an independent contractor relationship: 1. Consultant has the right to perform services for others during the term of this i Agreement; } 2. Consultant has the sole right to control and direct the means, manner and method by which services required by this Agreement will be performed; F 3. Consultant has the right to hire assistants as subcontractors, or to use employees f to provide the services required by this Agreement; 4. Consultant or its employees or subcontractors shall perform the services required hereunder. City shall not hire, supervise, or pay any assistants to help Consultant; g i 256589/jkg I s s d i s 5 5. Neither Consultant nor its employees or subcontractors shall receive any training from City in the skills necessary to perform the services required by this Agreement; i r 6. City shall not require Consultant its employees or subcontractors to devote full time to performing the services required by this Agreement; and t 7. Neither Consultant nor its employees or subcontractors are eligible to participate } in any employee pension, health, vacation pay, sick pay, or other fringe benefit q plan of City. 3 S i 17.01 CONFIDENTIALITY; MATERIALS OWNERSHIP i Any and all programs, data, or other materials furnished by City for use by Consultant in connection with services to be performed under this Agreement, and any and all data and information gathered by Consultant, shall be held in confidence by Consultant 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 4 for any failure to protect information that occurs more than three (3) years after the end of this Agreement. The parties recognize and understand that City is subject to the Texas Public t; Information Act and its duties run in accordance therewith. All data relating specifically to City's business and any other information which reasonably should be understood to be confidential to City is confidential information of City. Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries, inventions, know-how, and any other information which reasonably should be understood to be confidential to Consultant is confidential information of Consultant. City's confidential information and Consultant'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 shall not disclose such Confidential Information to any third party without the other party's prior written consent, which consent shall 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. ? Notwithstanding anything to the contrary contained herein, neither party shall be obligated to treat as confidential any information disclosed by the other party (the "Disclosing i Party") which: (a) is rightfully known to the recipient prior to its disclosure by the Disclosing y Party; (b) is released by the Disclosing Party to any other person or entity (including governmental agencies) without restriction; (c) is independently developed by the recipient without any reliance on Confidential Information; or (d) is or later becomes publicly available without violation of this Agreement or may be lawfully obtained by a party from any non-party. g 256589/jkg s s S i I t F i g Notwithstanding the foregoing, either party will be entitled to disclose Confidential 1 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. Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall preclude or limit Consultant from providing similar services for other clients. Neither the City nor Consultant will be liable to the other for inadvertent or accidental disclosure of Confidential Information if the disclosure occurs notwithstanding the party's a exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, City will own as its sole s property all written materials created, developed, gathered, or originally prepared expressly for City and delivered to City under the terms of this Agreement (the "Deliverables"); and Consultant shall 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 Consultant either prior to or as a result of its provision of services under this Agreement (other than the Deliverables). Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to Consultant. City shall have a non-exclusive, non-transferable license to use Consultant's Confidential Information for City's own internal use and only for the purposes for which they are delivered to the extent that they form part of the Deliverables. z 18.01 WARRANTIES Consultant represents that all services performed hereunder shall be performed consistent i with generally prevailing professional or industry standards, and shall be performed in a ; professional and workmanlike manner. Consultant shall re-perform any work not in compliance z i with this representation. 19.01 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of City or of this Agreement, then and in that event City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to City's satisfaction at no 4 additional charge, or (b) if such deficient services cannot be cured within the cure period set forth herein,then this Agreement may be terminated for default. i In no event will Consultant be liable for any loss, damage, cost or expense attributable to negligence,willful misconduct or misrepresentations by City,its directors, employees or agents. s In no event shall Consultant be liable to City, by reason of any act or omission relating to the services provided under this Agreement (including the negligence of Consultant), whether a claim be in tort, contract or otherwise, (a) for any consequential, indirect, lost profit, punitive, 256589/jkg i t i i I � s special or similar damages relating to or arising from the services, or (b) in any event, in the { aggregate, for any amount in excess of the total professional fees paid by City to Consultant under this Agreement, except to the extent determined to have resulted from Consultant's gross negligence,willful misconduct or fraudulent acts relating to the service provided hereunder. 20.01 INSURANCE s Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term hereof professional liability insurance coverage in the minimum amount of One Million Dollars from a company authorized to do insurance business in Texas and otherwise acceptable to City. i Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Consultant, Consultant shall require each subconsultant performing work under this Agreement to maintain during the term of the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in the immediately preceding paragraph, including the required provisions and additional policy conditions as shown below. Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order to assure compliance with the insurance requirements. Consultant must retain the certificates of insurance for the duration of this Agreement, and shall have the responsibility of q enforcing these insurance requirements among its subconsultants. City shall be entitled, upon request and without expense,to receive copies of these certificates of insurance. Insurance Policy Endorsements. Each insurance policy hereunder shall include the { following conditions by endorsement to the policy: 1. Each policy shall require that thirty(30)days prior to the expiration, cancellation, on- renewal or any material change in coverage, a notice thereof shall be given to City by certified mail to: City Manager City of Round Rock 221 East Main Street 1 Round Rock, Texas 78664 Consultant shall also notify City, within 24 hours of receipt, of any notices of expiration, cancellation, non-renewal, or material change in coverage it receives from its insurer. 2. Companies issuing the insurance policies shall have no recourse against City for E payment of any premiums or assessments for any deductibles which all are at the sole responsibility and risk of Consultant. 3. Terms "City" or "City of Round Rock" shall include all authorities, boards, commissions, departments, and officers of City and individual members, employees and agents in their official capacities, or while acting on behalf of the City of Round Rock. 256589/jkg t i i i 1 i t i 4. The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by City, to any future coverage, or to City's Self-Insured Retentions of whatever nature. F F 5. Consultant and City mutually waive subrogation rights each may have against the other for loss or damage, to the extent same is covered by the proceeds of insurance. ' Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Consultant shall be borne solely by Consultant, with certificates of insurance evidencing such minimum coverage in force to be filed with the City. r 21.01 COMPLIANCE WITH LAWS,CHARTER AND ORDINANCES Compliance with Laws. Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock, as amended, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain all permits and licenses required in the performance of the services contracted for herein. 1 Taxes. Consultant will pay all taxes, if any, required by law arising by virtue of the services performed hereunder. City is qualified for exemption pursuant to the provisions of Section 151.309 of the Texas Limited Sales, Excise, and Use Tax Act. 22.01 FINANCIAL INTEREST PROHIBITED 6 Consultant covenants that Consultant, its officers, employees, agents, consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any f 4: product, materials or equipment that will be recommended or required for this project. 23.01 ASSIGNMENT AND DELEGATION The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of this Agreement. Neither party shall assign, sublet or transfer any interest in this Agreement without prior written authorization of the other party. 24.01 LOCAL, STATE AND FEDERAL TAXES Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while performing services under this Agreement. City will not do the following: 1. Withhold FICA from Consultant's payments or make FICA payments on Consultant's behalf; or 256589/jkg i i s 3 s 2. Make state and/or federal unemployment compensation contributions on Consultant's behalf; or y 3. Withhold state or federal income tax from Consultant's payments. i 25.01 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: when delivered personally to recipient's address as stated in this Agreement; or three (3) days after being deposited in the United States j mail,with postage prepaid to the recipient's address as stated in this Agreement, g Notice to Consultant: i f Jacobs Engineering Group, Inc. f 2705 Bee Cave Road Austin, TX 78746 I Notice to City: i R City Manager AND TO: City Attorney 221 East Main Street 309 East Main Street Round Rock, TX 78664 Round Rock,TX 78664 Nothing contained herein shall be construed to restrict the transmission of routine communications between representatives of City and Consultant. i t 26.01 APPLICABLE LAW; ENFORCEMENT AND VENUE l This Agreement shall be enforceable in Round Rock, Texas. If legal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein, exclusive jurisdiction and venue shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. ISI 27.01 EXCLUSIVE AGREEMENT i This document, and all appended documents, constitutes the entire Agreement between Consultant and City. This Agreement may only be amended or supplemented by mutual agreement of the parties hereto in writing. s 28.01 DISPUTE RESOLUTION City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration e proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 i USC Section 1-14)or any applicable state arbitration statute. 256589/jkg B t 's 's- I s e S d i r } 29.01 SEVERABILITY i The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain the particular portion or provision held to be void. The parties fiirther agree to amend this Agreement, through a process of mutual agreement and negotiation, to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. 30.01 STANDARD OF CARE Consultant represents that it is specially trained, experienced and competent to perform all of the services, responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed, whether by Consultant or designated subconsultants, in a manner acceptable to City and according to generally accepted business practices. f 31.01 GRATUITIES AND BRIBES i City may, by written notice to Consultant, cancel this Agreement without incurring any liability to Consultant if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or otherwise were offered or given by Consultant or its agents or representatives to any City officer, employee or elected representative with respect to the performance of this Agreement. In addition, Consultant may be subject to penalties stated in Title 8 of the Texas Penal Code. 32.01 RIGHT TO ASSURANCE i Whenever either party to this Agreement, in good faith, has reason to question the other party's intent to perform hereunder, then demand may be made to the other party for written assurance of the intent to perform. In the event that no written assurance is given within the g reasonable time specified when demand is made, then and in that event the demanding party may treat such failure as an anticipatory repudiation of this Agreement. ` 33.01 MISCELLANEOUS PROVISIONS 3 Time of the Essence. Consultant agrees that time is of the essence and that any failure of Consultant to complete the services for each phase of this Agreement within the agreed project schedule may constitute a material breach of this Agreement. Consultant shall be fully responsible for its delays or for failures to use reasonable efforts in accordance with the terms of this Agreement. Where damage is caused to City due to Consultant's failure to perform in these a circumstances, City may withhold, to the extent of such damage, Consultant's payments 256589/jkg Y g4 t F I [ I { i E hereunder without waiver of any of City's additional legal rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid unreasonable delays in the orderly progress of Consultant's work. Force Majeure. Neither City nor Consultant shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder by reasons for which it is not responsible or circumstances beyond its control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken g to mitigate its effects. f Section Numbers. The section numbers and headings contained herein are provided for convenience only and shall have no substantive effect on construction of this Agreement. I s Waiver. No delay or omission by either party in exercising any right or power shall impair such right or power or be construed to be a waiver. A waiver by either party of any of the covenants to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other covenant. No waiver of discharge shall be valid unless in writing and signed by an authorized representative of the party against whom such waiver or discharge is sought to be enforced. Multiple Counterparts. This Agreement may be executed in multiple counterparts, any one of which shall be considered an original; and all of which, taken together, shall constitute one and the same instrument. City agrees to provide Consultant with one fully executed original. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated. CITY OF ROUND ROCK,TEXAS a By: Printed Nan e: Titre: Date Signed: 3 l --. FOR CITY,ATTEST: By: AAA _ 4 SaraT. White,City Clerk FOR CITY, ROVED AS O FORM: s By: Stephan Sheets, City Attorney 25b5896kg E I I I t t I Y JACOBS ENGINEERING GROUP, INC. By: Printed Name: S cd7r tASS�— Title: �-Q9 tbwal N�e� q� Date Signed: $- Z 3 - /Z f i : k k; 3 i 5 F Z d f K t L 6 t R 4 s f S F {f S 256589/jkg t c i City of Round Rock 1 1 Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis i E EXHIBIT A City Services a i The City of Round Rock will furnish the Consultant the following items/information and provide assistance as indicated: • Designate a person to act as the City's representative with respect to the services to be performed by the Consultant. This representation will have authority to transmit instructions,receive information, interpret and define the City's policies and decisions with respect to the Consultants services. z 3 F' • Provide all criteria and full information as to the City's requirements for the project,including objectives,constraints and any issues perceived to date. S` • Assist the Consultant by placing all available information pertinent to the project,including previous g reports and all data collated,at the Consultants disposal t • Assist the Consultant with the identification and sourcing of data not already identified, but necessary for the project. This may include contacting,engaging and collecting data/information from sources outside of the City of Round Rock. • Where applicable and/or necessary,assist the Consultant in coordinating with Stakeholders and Federal Agencies. r j i i f Y } 5� F y� f£ S g� 3 } 4 i i 1 l S ) City of Round Rock i Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis i f s EXHIBIT B a Consultant Services The purpose of this Scope of Work is to provide professional transit planning services to complete various transit planning documents and analysis for the City of Round Rock's Demand Response Bus Service,including:Limited t English Proficiency Plan(LEP); Public Participation Plan(PPP);and Ridership and Operational Fare Analysis. The City requires that the LEP and PPP documents are prepared in accordance with all applicable federal regulations,including the requirements of 49 U.S.C.5307,Title VI of the Civil Rights Act of 1964,and all other i applicable state and local laws and regulations. The LEP and PPP will be submitted to the Federal Transit Administration for their review and approval,as part of the City's compliance with applicable federal statutes. Detailed tasks included in this Scope of Work are described herein. : TASK 1—PROJECT MANAGEMENT&COORDINATION 3 • Project Administration. Manage overall scope,schedule,and budget and coordinate activities with City's staff,stakeholders and project team. r • Meetings&Coordination o City of Round Rock—Conduct kickoff meeting plus up to two(2)additional meetings with the City of Round Rock staff. o Progress Meetings—hold bi-weekly conference calls to include appropriate project staff to discuss progress of the project,identify issues and action items to be addressed. o Maintain Stakeholder Coordination Log,identify and communicate all stakeholders'engagement and any issues with the City's staff. o Coordination with Federal Transit Authority. i Task 1 Deliverables: ➢ Monthly progress report—progress against scope,budget and schedule. ➢ Stakeholder coordination log—stakeholders contacted and communication log. TASK 2—DATA COLLECTION & REVIEW • Collection and review of all data already gathered by the City staff. • Assessment and sourcing of any additional data needs including: i o Population i o Elderly Population o Disabled Population o Low Income Population o Limited English Proficiency Populations o Median Household Income Y o Journey to Work 1 i o Zero-Car Households o Major Population and Activity Centers Task 2 Deliverables: All data collected,reviewed and mapped will be supplied to the City staff in an electronic format. 1 i C x ) l City of Round Rock Project Name: Demand Response Bus Service,LEP,PPP,Fare Analysis t f Y { F TASK 3— LIMITED ENGLISH PROFICIENCY PLAN (LEP) (Tasks are outlined in the format of the LEP document,showing chapter content and associated analysis/activities). t Chapter 1—Introduction • Legislative Framework i • Purpose of Plan/How to Use Plan • CORR Services Background I Chapter 2—Four Factor Analysis ) • (1)Number and Proportion of LEP Persons Served and/or Encountered in the Eligible Service Population x • (2)Frequencywith which LEP Persons come into Contact with Program/Services • (3)Importance of the Program/Services to LEP Persons • (4)Resources Available to the CORR and Costs S Chapter 3—LEP Implementation Plan • Identify LEP Persons who Need Language Assistance(based on 1&2 in Chapter 2) rt k • Language Assistance Measures F • Staff Training • Notice to LEP Persons that Services are Available Chapter 4—Plan Reevaluation and Revisions Policy f • Ways to measure effectiveness of public outreach • Procedures for adapting plan based on feedback and/or changes in services or community demographics i ) a Appendix A—Database of Agencies that Work with LEP Persons in Service Area i Task 3 Deliverables: ➢ Draft Limited English Proficiency Plan for review(electronic word document) j ➢ Final Limited English Proficiency Plan(electronic word document and PDF, no hard copied are required) t ➢ Database of Agencies that Work with LEP Persons in Service Area(electronic,oras requested) Y z TASK 4—PUBLIC PARTICIPATION PLAN (PPP) (Tasks are outlined in the format of the PPP document,showing chapter content and associated analysis/activities). t Chapter 1—Introduction • Legislative Framework • Purpose of Plan/How to Use Plan r • CORR Services Background I Chapter 2—Stakeholders and Public Groups • Community Demographic Profile—existing and future projections • Stakeholder Database(local government officials,agencies that may work with underserved populations) 4 • Summary of Stakeholders Interviews i k 2 7 K 1 I i s City of Round Rock i x Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis S : Chapter 3—Public Involvement Strategies,Procedures and Desired Outcomes • Role of Community Input 3 • Notices of Public Involvement Activities • Media Relations Plan • Local Government Officials Briefings • Public Meeting Formats and Desired Outcomes • Website/Communications Materials ' Chapter 4—Environmental Justice(EJ)and Limited English Proficiency(LEP)Component • Tailored Communications Materials • Public Involvement Strategies to reach EJ and LEP populations Chapter 5—Plan Reevaluation and Revisions Policy • Ways to measure effectiveness of public outreach • Procedures for adapting plan based on feedback and/or changes in services or community demographics i fi Appendix A—Stakeholder Database c Appendix B—Demographic Database&Maps r R Task 4 Deliverables: ➢ Draft Public Participation Plan for review(electronic word document) F ➢ Final Public Participation Plan(electronic word document and PDF,no hard copies are required) ➢ Stakeholder Database(electronic,or as requested) Demographic Database&Maps(electronic,or as requested) TASK 5—RIDERSHIP AND OPERATIONAL FARE ANALYSIS The fare analysis will consist of reviewing all data collected and provided by the City of Round Rock,determining the actual costs to operate the system and based on ridership,the revenue generated from fare box recovery. The purpose of this task is to provide the City of Round Rock with the delta difference between operating costs and I revenue to provide an independent analysis in support of City's Fare Policy. It is expected that this task will generate a 5—10 page executive summary report. f Chapter 1—Introduction • Brief description of existing service i • Methodology and approach to the analysis Chapter 2—Review and Analysis of Data(based on data provided by the City of Round Rock) • Operating Statistics • Ridership Statistics • Revenue Statistics I i Chapter 3—Conclusions • Summary of operating,ridership and fare box recovery trends • Final findings summary 3 i City of Round Rock Project Name:Demand Response Bus Service,LEP,PPP,Fare Analysis 3 i i Task 5 Deliverables: ➢ Draft Ridership and Operational Fare Analysis executive summary report for review(electronic word document) ➢ Final Ridership and Operational Fare Analysis executive summary report(electronic word document and PDF) i r f 3 t i z E i I x f { S 5 5 t 2 k E E R t Y 6 4 i 4 f . c �ommmammm©ommmom®mommmoommaommm©mmm November 2012 Taskffitle Assessment and sourcing of any additional data needs FAnalyZe KTMU�glish Proficiency Plan(LEP) r - - • - - - _ - �wwwww wwwwwwwwwwwwwwwwwwwwwwwwwwww � 2- Develop Interview wwwwww ww.www.wwwww.wwwwww....w.... � �wwwwww wwwwwwwwww�wwwwwwwwwwwwwww �EMMEMMMMMMMMM ww�wwwwwwwwwwwwwwwwwwwwww • . ..- wwwwwwwww wwwwwwwwwwwwwwwwwwwwwww wwwwwwwww�w wwwwwwwwwwwwwwwwwwwww Submit ■� : . . wwwwwwwwwwwww w�wwwwwwwwwwwwwwwwwww Draft -Plan to the City of Round owwwwww�wwwww�wC 7wwwwwwwwwwwwwwwwwwww �- .. . . . - - : • • �www�wwwwwwwwwY wwwwwwwwwwwwwwwwwww � - _ - • • wwwwwwww��wwwwww wwwwwwwwwwwwwwwww � _ �wwwwwwwwwwwwwwwwc�wwwwwwwwwwwwwwwww Respond to • : • �wwww�wwwwwwwwwwwwwwwwwwwwwwwwwwww j��■ _r - w�w.w�ww wwwwwwwwwwwww�w��wwwwwwwwww�wwwwwwww�.w.wwwww�w��wwwwww�w.w� - _ _ - wwwwww wwwwwwwwwww�wwwwww�w�wwwwwww � ••• • � www�ww wwww�wwwwwwwwwwwwwwwwwwwwwww �- = � wwwwwww wwwwwwwwwwwwwwwwwwwwwwwwww Conduct� ��ww��w �wwww�wwwwwwwwwww�wwwww�� •_ : .. . . '. ._,. _ - . _. �wwwwwwwww wwwwwwwwwwwwwwwwwwwwwww . Strategies' : - . wwwwwwwww wwwwwwwwwwwwwwwwwwwwwww PublicDraft , Plan to www�wwwwwww wwwwwwwwwwwwwwwwwwwww � _ - • • wwwwwwwwwwwww wwwww�wwwww�wwwwwwwww Submit Draft -Plan to theCity 'Rock Staff wwwwwwwwwwwwwwC �wwwwwwwwwwwwwwwwwwww �-- .. . . : . ww�wwwwwwwwwwwY wwwwwwwwwwwwwwwwww Final� • ' wwwwwwwwwwwww�ww wwwwwwwwwwwwwwwwww Final Public Participation Flan FIT M. www�wwwwwwwww�wwwc�ww�wwwwwwwwwwwwww .. : . . . _ : • . • wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww and Operational Fare Analysis __wwwwwwwwwwwwwwwwwwwwwwwwwwwwwwwww . ._ _ � wwww� wwwwwwwwwwwwwwwwwwwwwwwwww Coordination� w�www�www wwwwwwwwwwwwwwwwwwwwwwwww Presentation ' wwwwwwwwww wwwwwwwwwwwwwwwwwwwwww Prepare Draft _.: _ and submit to clientwwwwwwwwwwww c�wwwwwwwwwwwwwwwwwwww Prepare wwwwwwwwwww�www . �wwwwwwwwwwwwwwwww Exhibit D Fee Schedule Project Name: Demand Response Bus Service - LEP, PPP, Fare Analysis Total Total Other TOTALS Task Labor Hours Loaded Labor Cost Direct Costs Subconsultants Task 1: Project Management&Coordination 80 $10,374 $0.00 $10,374 Task 2: Data Collection & Review 40 $2,785 $0.00 $2,785 Task 3: Limited English Proficiency Plan (LEP) 326 $24,250 $0.00 $24,250 Task 4: Public Participation Plan (PPP) 290 $22,332 $0.00 $22,332 Task 5: Ridership and Operational Fare Analysis 164 $15,649 $0.00 $15,649 $750.00 $750.00 GRAND TOTAL: 900 $75,390 $750.00 $0.00 $76,14-0 8/13/2012