CM-04-12-089Croio
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Request for City Council/City Manager Action
Please submit This form when placing items on the council agenda or when submitting an item to the City Manager for approval.
Department: Transportation Services Project Manager/Resource: Tom Marlin/David Bartels
Contact Person: Cindy Fronk
Council Meeting Date: N/A
Project Name: Public Transp Master Plan Funding Source:
ConbactorNendor Name: PB Consult Inc Assigned Attorney.
General Self Finance Construction Funds
Barbara Bouteware-Welts
Amount $26,557.00 (contract, agreement,amendment,change order, purchase order,etc.)t r-tely,
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V �P,1'l yr.4,0 Jut? -p °J •
Is Funding Required? Yes 0 No El c c„ CA
3),.....4.---
Agenda Item Yes a No •J
Submission to City Manager - Yes (] No 0
(see required signatures below before submission to the City Manager)
O Initial Construction Contract
▪ Construction Contract Amendment
O Change Order
O Change in Quantity
Unforeseen Circumstances
• Initial Professional Services Agreement
Supplemental Professional Svcs. Agr. #
O Purchasing/Service Agreement
O Purchase Order
Item(s) to be purchased:
Amount
Other (Meese nanny identify when on Ines below)
1,0A ---the cost associated with this were previously
approved under the initial contract which expired
$26,557.00
-,P
Agenda Wording: The attached teetter6 Agreement with PB Consult, Inc., is for the completion
of the Public Transportation Master Plan.
For Submission to C
Project Mgr. Signature:
Dept Director Signature:
City Attomey Signature: *
City Manager Signature:
ager On
Finance Approval 0
Date: (Ott* (4
Date: 2.7
Date: /i✓/ oL
Date:
Approval is required for ail items requesting City Managers approval
Finance -Date and Signature:
L. Olsen 10-26-04
O Purchasing -Date and Signature:
Ore 7coud adim>4 7-1404
DATE: December 15, 2004
SUBJECT: Request for City Manager Action
ITEM:
The attached Agreement for Consulting Services with PB
Consult, Inc., is for the completion of the Public Transportation
Master Plan.
DEPARTMENT: Transportation Services
STAFF PERSON: Thomas G. Martin, P.E., Director Transportation
Services
JUSTIFICATION:
This agreement will reopen the project to complete the Public
Transportation Master Plan. PB Consult, Inc., has agreed to complete
the plan for the remaining unused project budget.
Funding:
Cost: $26, 557.00
Source of funds: General Self Financed Construction
Outside Resources: PB Consult, Inc.
Background Information:
Prior to the PB Consults Project manager's unexpected passing in May
2003, Milestone Reports 1 through 4 were completed. In addition, the
City's Project Manager and the PB Consult Project Manager had agreed
to a concept for the City's initial transit system. However, work
related to completing the Master Plan has been on hold since May
2003. Recent meetings between representatives of the City and PB
Consult indicate that there is a strong desire from both parties to
complete the Public Transportation Master Plan in the near future. The
original contract's schedule has expired, so a new agreement is
required to complete this effort. . The original agreement is also
attached as background.
Public Comment: N/A
Sponsor: N/A
'ROUND ROCK, TEXAS
PURPOSE. PASSION. PROSPERITY
CITY OF ROUND ROCK
INTEROFFICE MEMORANDUM
DATE: December 15, 2004 hci 'L'�1��t4
TO: Steve Sheets
City Attorney
FROM: Tom Martin
Transportation Services Director
RE: Public Transportation Master Plan — PB Consults Inc.
Attached please find a signed Agreement from PB Consult Inc., City Manager action request
Bluesheet and Finance approval action form. We would like to have this item approved as soon
as possible, preferably at the scheduled December 17th, Directors' Meeting.
If there are any problems with this item or you have any questions, please contact either David
Bartels or me at 218-5562.
cc: David Bartels, Project Manager
Project File
Public Works Department
CITY OF ROUND ROCK AGREEMENT
FOR CONSULTING SERVICES FOR
PUBLIC TRANSPORTATION MASTER PLAN
WITH PB CONSULT INC.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipal corporation, with offices located at 221 East
Main Street, Round Rock, Texas 78664-5299 (hereinafter referred to as the "City"), and PB
Consult Inc., with offices located at 999 Third Avenue, Suite 2200, Seattle, Washington 98104
(hereinafter referred to as the "Consultant").
This Agreement is for consulting services relating to the City of Round Rock's
requirement for development and finalization of a comprehensive Transit Master Plan.
RECITALS:
WHEREAS, City has determined that there is a need for the delineated consulting
services; and
WHEREAS, City desires to contract for such consulting 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:
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
This Agreement shall be effective on the date this Agreement 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 term of this Agreement shall be until full and satisfactory completion of the work
specified herein is achieved, but in no event later than six (6) months from the effective date of
this Agreement.
City reserves the right to review the project at any time, including at the end of any
deliverable or phase, and may elect to terminate the project with or without cause or may elect to
continue with the next deliverable or phase.
00077751
1.02 CONTRACT AMOUNT
In consideration for the professional consulting services to be performed by Consultant,
City agrees to pay Consultant a total sum not to exceed Twenty-six Thousand Five Hundred
Fifty-seven and No/100 Dollars ($26,557.00). Said sum of $26,557.00 shall be paid for services
and the Scope of Work deliverables as delineated in Section 1.03. This amount is a fixed not -to -
exceed amount which includes all expenses which are defined as reimbursable under this
Agreement as delineated in Section 1.04.
1.03 SCOPE OF WORK
For purposes of this Agreement, Consultant has issued its Scope of Work for the
assignments delineated herein. Such Scope of Work is delineated in this Section 1.03. This
Agreement and any exhibits shall evidence the entire understanding and agreement between the
parties and shall supersede any prior proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services and deliverables described under the
referenced Scope of Work within the contract term specified in Section 1.01. 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 its
services in accordance with this Agreement and in accordance with the referenced Scope of
Work. Consultant shall perform its services in a professional and workmanlike manner.
Consultant shall not undertake work that is beyond the Scope of Work set forth herein in
Section 1.03. However, either party may make written requests for changes to the Scope of
Work. To be effective, a change to the Scope of Work must be negotiated and agreed to in all
relevant details, and must be embodied in a valid Supplemental Agreement as described in
Section 1.05 hereof.
Scope of Work
On November 8, 2001, Consultant and City entered into an agreement whereby
Consultant was to complete Tasks 1-5 (attached hereto as Exhibit "A" and incorporated herein
by reference for all appropriate purposes) and to develop a series of milestone reports at the end
of each Task 1-5 which would identify altematives and options for City to consider and make
sequential decisions related thereto. Tasks 1-4 were completed by Consultant, but Task 5
relating to developing draft and final Master Plan Reports was not performed, and such revised
Task 5 is the subject of this current Agreement.
Revised Task 5 - Public Transit Master Plan
Based on the decisions from City following the completion of Tasks 1-4, Consultant will provide
the following to complete the Transit Master Plan:
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• Revise the Milestone 4 Financial Plan to include a new section related to the
following:
An incremental operating scenario that would include: 1) a base option
that consists of a downtown fixed route, a connector route to the Capital
Metro North 1-35 Park and Ride, and demand response service within the
City of Round Rock; and 2) an incremental expansion option that would
add service to a new shopping destination and college campus on the north
side of the City.
o Two funding scenarios that would reflect: 1) the current census
designation status where Round Rock is treated as part of the Austin urban
area; and 2) the potential for Round Rock to be designated as a small
urban area (population level between 50,000 and 200,000).
• Prepare the Draft Milestone 5 Report (Transit Master Plan).
• Prepare presentation to the City Council.
• Prepare Final Milestone 5 Report based on City Council comments.
The Revised Financial Plan shall be delivered to City within thirty (30) days after the
effective date of this Agreement. Consultant shall initiate work on the Draft Milestone 5 Report
(Transit Master Plan) immediately upon receipt of City's approval of the Revised Financial Plan.
Such Draft Milestone 5 Report (Transit Master Plan) shall provide routes, service areas, system
operations, vehicle technology, costs, and other data and information. It shall serve as the basis
for City to initiate the system in the near term and act as a guide for the long term incremental
expansion of the transit system. A total of twenty (20) copies of the Draft Milestone 5 Report
(Transit Master Plan) shall be delivered to City within thirty (30) days following approval of the
Revised Financial Plan. The Final Transit Master Plan document shall be delivered to City
within fifteen (15) days following receipt of comments from the City Council presentation.
Consultant shall deliver twenty-five (25) copies of the Final Transit Master Plan.
1.04 PAYMENT FOR SERVICES; REIMBURSABLE EXPENSES
Payment for Services: In consideration for the consulting services to be performed by
Consultant, City agrees to pay Consultant the following "Payment for Services:"
Fees for the listed deliverables in the total amount of Twenty-six Thousand Five Hundred
Fifty-seven and No/100 Dollars ($26,557.00) shall be paid by City in the following manner:
(1) Upon delivery of the Draft Milestone 5 Report (Transit Master Plan), City shall be
invoiced by Consultant and City shall thereupon make a progress payment of
$13,278.50; and
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(2) Upon delivery of the Final Transit Master Plan document and its acceptance by
City, City shall be invoiced by Consultant and City shall thereupon make a final
payment of $13,278.50.
Payment for Reimbursable Expenses: There shall be no additional payment by City to
Consultant for reimbursable expenses, as Consultant has represented to the City that such
expenses have been included by Consultant within the referenced Twenty-six Thousand Five
Hundred Fifty-seven and No/100 Dollars ($26,557.00) "Payment for Services."
Not -to -Exceed Total Payment for Services: Unless subsequently changed by
Supplemental Agreement to this Agreement, Consultant's total compensation for consulting
services hereunder shall not exceed Twenty-six Thousand Five Hundred Fifty-seven and No/100
Dollars ($26,557.00). This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by additional Supplemental Agreement, and City shall
pay, strictly within the confines of the not -to -exceed sum recited herein, Consultant's
professional fees for work done on behalf of City.
Deductions: No deductions shall be made for 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 project
claims, whether paid by City or denied.
1.05 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto, duly authorized by the City Council or City Manager, 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. Consultant
shall not perform any work or incur any additional costs prior to the execution, by both parties,
of such Supplemental Agreement. 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.
1.06 INVOICE REQUIREMENTS; TERMS OF PAYMENT
Invoices: To receive payment following delivery of all deliverables, Consultant shall
prepare and submit detailed progress invoices to City, in accordance with the delineation
contained herein in Section 1.04, for services rendered. Such invoices for professional services
shall track the referenced Scope of Work, and shall detail the services performed, along with
documentation for each service performed. Payment 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.
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Should additional backup material be requested by City relative to service deliverables,
Consultant shall comply promptly. In this 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
requirements of this Agreement. Following approval of an invoice, City shall endeavor to pay
Consultant promptly, but no later than the time period required under the Texas Prompt Payment
Act described in Section 1.10 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
services, but not for taxes based upon Consultant's net income.
1.07 REQUIRED DRAFT REPORT AND FINAL REPORT
Consultant agrees to provide City with all required draft reports, progress reports, and a
detailed final written report, together with all information gathered and materials developed
during the course of the project. Additionally, Consultant agrees to provide City with up to two
(2) oral presentations of such written reports, at City's designation and at no additional cost to
City provided such presentations are scheduled within the term of this Agreement. Consultant
agrees to provide City with copies of the reports as delineated herein, and a version of the final
report in digital format.
1.08 LIMITATION TO SCOPE OF WORK
Consultant and City agree that the scope of services to be performed is enumerated in
Section 1.03 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.
1.09 NON -APPROPRIATION AND FISCAL FUNDING
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 Consultant a written notice of termination at the end of its then current fiscal year.
1.10 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to
Consultant will be made within thirty (30) days of the day on which City receives the
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performance, supplies, materials, equipment, and/or deliverables, or within thirty (30) days of the
day on which the performance of services was complete, or within thirty (30) days of the day on
which City receives a correct invoice for the performance and/or deliverables or services,
whichever is later. Consultant may charge a late fee of one percent (1%) for payments not made
in accordance with this prompt payment policy; however, this policy does not apply to payments
made by City in the event:
(1)
There is a bona fide dispute between City and Consultant concerning the supplies,
materials, or equipment delivered or the services performed which causes the
payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
There is a bona fide dispute between the parties and subcontractors or between a
subcontractor and its suppliers concerning supplies, materials, or equipment
delivered or the services performed which causes the payment to be late; or
(4) Invoices are not mailed to City in strict accordance with instructions, if any, on
the purchase order or the Agreement or other such contractual agreement.
1.11 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 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. Should City subsequently contract with a new
consultant for continuation of service on the project, Consultant shall cooperate in providing
information.
(3)
Termination of this Agreement shall extinguish all rights, duties, and obligations of City
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.
Nothing contained in this section shall require City to pay for any work which is
unsatisfactory as determined by City or which is not submitted in compliance with the terms of
this Agreement.
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Default: City may terminate this Agreement, in whole or in part, for default if City
provides Consultant with written notice of such default and Consultant fails to cure such default
to the satisfaction of City within ten (10) business days of receipt of such notice (or a greater
time if permitted by City).
If Consultant defaults in performance of this Agreement and if City terminates this
Agreement for such default, then City shall give consideration to the actual costs incurred by
Consultant in performing the work to the date of default. The cost of the work that is useable to
City, the cost to City of employing another firm to complete the useable work, and other relevant
factors will affect the value to City of the work performed at the time of default. Consultant
shall not 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 City 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.
Nothing contained in this section shall require City to pay for any work with is
unsatisfactory as determined by City, or which is not submitted in compliance with the terms of
this Agreement.
1.12 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's
employees or subcontractors are not City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter
into contracts as agent for the other party. 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 hereof.
(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.
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and City shall not hire, supervise, or pay assistants to help Consultant.
Neither Consultant nor its employees or subcontractors shall receive training from
City in skills necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the services required by this Agreement.
(3)
(5)
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(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
plan of City.
1.13 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.
1.14 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 cause 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.
Required materials: Consultant's performance requires receipt of all requested
information reasonably necessary to provision of services. City shall furnish information which
includes but is not limited to access to City property, preliminary information and/or data
regarding City, pertinent correspondence with other local municipal and planning officials,
previous analyses or studies, and other pertinent information. Consultant agrees, within ten (10)
days of the effective date of this Agreement, to provide City with a comprehensive and detailed
information request list.
1.15 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
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
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 Information
Act and its duties run in accordance therewith.
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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. The 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
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein
shall preclude or limit Consultant from providing similar services for other clients.
Neither 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.
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
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
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Confidential Information for the City's own use including for the purposes for which they were
delivered.
1.16 WARRANTIES
Consultant warrants 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 warranty. CONSULTANT DISCLAIMS ALL OTHER WARRANTIES EXPRESS
OR IMPLIED INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
1.17 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements 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 in Section
1.11, 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.
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,
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.
1.18 INDEMNIFICATION
Consultant and City each agree to indemnify, defend and hold harmless the other from
and against any and all amounts payable under any judgment, verdict, court order or settlement
for death or bodily injury or the damage to or loss or destruction of any real or tangible personal
property to the extent arising out of the indemnitor's negligence in the performance of this
Agreement.
Consultant agrees to indemnify, defend and hold harmless City from and against any and
all amounts payable under any judgment, verdict, court order or settlement for Third Party claims
of infringement of any trade secrets, copyrights, trademarks or trade names alleged to have
occurred and arising from the deliverables provided by Consultant to City in connection with the
performance of this Agreement. Should City's use of such deliverables be determined to have
infringed, Consultant may, at its option: (i) procure for City the right to continue using such
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deliverables provided or (ii) replace or modify them to make their use non -infringing while
yielding substantially equivalent results. If neither of the above options is or would be available
on a basis that is commercially reasonable, then Consultant may terminate this Agreement, City
shall return such deliverables provided, and Consultant will refund to City the fees paid for the
deliverables provided. This infringement indemnity does not cover claims arising from the
combination of such deliverables with products or services not provided by Consultant; the
modification of such deliverables by any person other than Consultant; deliverables complying
with or based upon (1) designs provided by or at the direction of City or (2) specifications or
other information provided by or at the direction of City; or use of systems, materials or work
performed in a manner not permitted hereunder or by another obligation of City to Consultant.
The indemnities in this section are contingent upon: (1) the indemnified party promptly
notifying the indemnifying party in writing of any claim which gives rise to a claim for
indemnification hereunder; (2) the indemnifying party being allowed to participate in the defense
and settlement of such claim; and (3) the indemnified party cooperating with all reasonable
requests of the indemnifying party (at the indemnifying party's expense) in defending or settling
a claim. The indemnified party shall have the right, at its option and expense, to participate in
the defense of any suit or proceeding through counsel of its own choosing.
1.19 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 may
assign any rights or delegate any duties under this Agreement without the other party's prior
written approval, which approval shall not be unreasonably withheld.
1.20 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 its
behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold any state or federal income tax from any payments which are made to
Consultant.
If requested, City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
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1.21 INSURANCE
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the
term of this Agreement 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
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. As an alternative,
Consultant may include its subconsultants as additional insureds on its own coverages as
prescribed under these requirements. Consultant's certificate of insurance shall note in such
event that the subconsultants are included as additional insureds.
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,
non -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
Round Rock, Texas 78664
Consultant shall also notify City, within twenty-four (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
payment of any premiums or assessments for any deductibles which all are at the
sole responsibility and risk of Consultant.
Terms "the City" or "the 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.
(3)
12
(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 City.
1.22 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
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,
licenses, trademarks, or copyrights required in the performance of the services contracted for
herein, and same shall belong solely to City at the expiration of the term of this Agreement.
1.23 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents 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 under this
Agreement.
1.24 DESIGNATION OF REPRESENTATIVES
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
James R. Nuse, P.E.
221 East Main Street
Round Rock, Texas 78664
Telephone: 512-218-5402
Facsimile: 512-218-7097
Email: rrbuzz@round-rock.tx.us
Consultant hereby designates the following representative authorized to act in its behalf
with regard to this Agreement:
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Richard S. Page, Principal Consultant
PB Consult Inc.
999 Third Avenue, Suite 2200
Seattle, WA 98104
Telephone: 206-382-5210
Facsimile: 206-382-5222
1.25 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Notice to City:
Richard S. Page, Principal Consultant
PB Consult Inc.
999 Third Avenue, Suite 2200
Seattle, WA 98104
City Manager
City of Round Rock
221 East Main Street
Round Rock, TX 78664
AND TO
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.26 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to enforcement of any of the terms or conditions herein,
exclusive venue for same 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.
14
1.27 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and
agreements, either written or oral, with respect to the subject matter hereof. The parties
understand and expressly agree that, in the event of any conflict between the terms of this
Agreement and any other writing, this Agreement shall prevail. No modifications of this
Agreement will be binding on any of the parties unless acknowledged in writing by the duly
authorized governing body or representative for each party.
1.28 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the
dispute with the help of a mutually selected mediator. If the parties cannot agree on a mediator,
City shall select one mediator and Consultant shall select one mediator and those two mediators
shall agree upon a third mediator. Any costs and fees, other than attorney fees, associated with
the mediation shall be shared equally by the parties.
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
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
1.29 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise
chargeable with failure, delay or default; including but not limited to acts of God, acts of public
enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters
or other casualties, strikes or other labor troubles, which in any way restrict the performance
under this Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to City if its failure to
perform or its substantial delay in performance is due to City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to
perform its obligations hereunder.
1.30 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void 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
15
shall be construed and enforced as if this Agreement did not contain the particular portion of
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this Article shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
1.31 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 according to generally accepted business attraction practices.
1.32 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only
and shall have no substantive effect on construction of this Agreement.
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.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered one original. City agrees to provide Consultant with one fully executed original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of Round Rock, Texas Attest:
By:
e: nkksc P.e.
T J4 n r• cr-
Date Signed: I2-Z,c7-0
Approved as to Form:
By:
Stepha% L. Sheets, City Attorney
Date Signed: I LI 14104-k
16
��h aink)E, t lig in '
Christine R. Martinez, City Secretary 'J
Date Signed: 1Z-2
PB Consult Inc.
By: /L%�✓C���
Printed Name: g ; c119` rd S , Pad
Title: /�r;n�ip� • GG�.n
Date Signed: E3 247=19
0•014.6
CITY OF ROUND ROCK
Z.`•........•4 11
.�,iiiilrr111 '
Mayor
Robert A. Stluka, Jr:
Mayor Pro -tem
Tom Nielson
Council Members
Alan McGraw
Carrie Pitt
Earl Pabner
Isabel Callahan
Gary Coe
City Manager
Robert L Bennett, Jr.
City Attorney
Stephan L Sheets
December 19, 2001
Mr. John A. Dyer, Ph.D., Cert. P.A.
Prinicpal Consultant
PB Consult
444 South Flower Street, 37th Floor
Los Angeles, CA 90071
Dear Mr. Dyer:
221 East Main Street
Round Rock, Texas 78664
512-218-5400
The Round Rock City Council approved Resolution No. R-01-11-08-
14D3at their regularly scheduled meeting on November 8, 2001. This
resolution approves the letter agreement for the development of a
comprehensive Public Transportation Master Plan for the City.
Enclosed is a copy of the resolution and original proposal for your files.
If you have any questions, please do not hesitate to contact Tom Word
at 218-6617
Sincerely,
Christine R. Martinez
City Secretary
Enclosure(s)
Fax: 512-218-7097
oAtunt
FILE COPY
1-800-735-2989 TDD 1-800-735-2988 Voice
www.ci.round-rock.tx.us
RESOLUTION NO. R -01-11-08-14D3
-WHEREAS, the City of Round Rock desires to retain professional
consulting services for the development of a comprehensive Public
Transportation Master Plan, and
WHEREAS, PBConsult, Inc. has submitted a letter agreement to
provide said services, and
WHEREAS, the City Council desires to enter into said agreement
with PBConsult, Inc., Now Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City a letter agreement with PBConsult, Inc., for the
development of a comprehensive Public Transportation Master Plan, a
copy of said agreement being attached hereto as Exhibit "A" and
incorporated herein for all purposes.
The City Council hereby finds and declares that written notice of
the date, hour, place and subject of the meeting at which this
Resolution was adopted was posted and that such meeting was open to the
public as required by law at all times during which this Resolution and
the subject matter hereof were discussed, considered and formally acted
upon, all as required by the Open Meetings Act, Chapter 551, Texas
Government Code, as amended.
RESOLVED this 8th day of November,
ST:.
(FYI cu1%�t/,W!.
CHRISTINE R. MARTINEZ, City Sec
2001.
A. STLUKA, . , Mayor
City of Round Rock, Texas
tary
444 South Flower Street
371° Floor
Los Angeles, CA 90071
(213) 362-9474/Direct
(213) 362-9480/Fax
October 19, 2001
Mr. Tom Word
City of Round Rock
2008 Enterprise Drive
Round Rock, Texas 78664
Re: Proposal for Development of a Public Transportation Master Plan
Dear Mr. Word:
This is a follow up to the conversations and discussions between you and Mr. Frank
Smith, Principal Consultant with PB Consult. The purpose of this letter is to present a
proposal for the development of a Public Transportation Master Plan for the City of
Round Rock and surrounding municipal jurisdictions. PB Consult is very pleased to
present this proposal and quite excited about the opportunity to undertake and complete
this assignment, should we be selected to do the work.
This letter sets out the basis for PB Consult to develop a comprehensive Transit Master
Plan through the year 2025 that will enable Round Rock and the surrounding cities, as
appropriate, to decide the future courses of action they want to pursue in .terms of public
transportation. Once developed, the Master Plan will enable Round' Rock to move
forward with establishing a transit system when appropriate and incrementally expanding
services to meet the needs of the growing population and employment of the area.
The specific tasks in the scope of work are described in detail below. The PB Consult
approach to the development of the Master Plan is to develop a series of milestone
reports at the end of Tasks 1-4 identified below. The milestone reports would identify
the altematives and options for the City officials to consider and make the necessary
decisions related thereto. The Team will request your assistance in making
arrangements for a timely presentation to the City Council on each of the Milestone
Reports. After the presentation and discussion with the appropriate City officials the
Team would want to receive definitive determinations as to which of the altematives best
fits the City's goals and objectives. Based on the decisions, the PB Consult Team would
then move forward to the next task and milestone report. At the end of Task 4 the Team
www.pbconsult.com
would then be in a position to develop the draft and final Master Plan Reports as Task 5
which would complete the assignment. Again between the submission of the draft
Master Plan in July 2002 and its finalization in August 2002, as discussed below, the
Team will request an opportunity to present its contents to the City Council and get their
comments which will be incorporated into the final Master Plan document.
The scope of work for PB Consult includes the following:
(1) Task 1 — Ridership Analysis
In this task the Team will use the regional forecasting model to develop a
series of demand numbers for current day, 2010, and 2025. We will want to
work closely with you and your staff to get the most current estimates of
population and employment growth for the City of Round Rock and the
surrounding areas. Milestone Report No. 1 will document the demand/desire
lines, the corridors, and the area -wide transit ridership numbers that can be
anticipated in the near term as well as by 2010 and by 2025. The Team will
provide 20 copies of draft Milestone Report No. 1 on February 15, 2002.
The Team suggests that in cooperation with the City one or two meetings for
the general public be organized and at least one focus group be formed
beginning in January and early February. After review of the draft Milestone
No. 1 by the City, the Team would present and discuss the draft report at the
public meetings and with the focus group in late February and early March
2002. The focus group might be composed of the leadership from specific
interest groups such as those representing health care, economic
development, senior citizens, disabled persons, the school district, and
others. After presentation of the entire scope of work the specific contents of
Milestone No. 1 would be discussed and input would be received. Comments
from the City also would be received approximately 14 days after the draft
Milestone No. 1 report was transmitted on February 15, 2002. The Team
would then revise the contents of Milestone No. 1 as appropriate and submit
it to the City for approval. Proposed completion date for the task is March 15,
2002.
(2) Task 2 — Vehicle Technology and Service Plans
In this task the Team will document the altemative vehicle technologies
available including the dual mode vehicles that soon will be available to
transit agencies in the U.S. Their performance characteristics, carrying
capacity, and other features will be described. In addition, the team will lay
out conceptual service plans showing how, for example, a grid system, a
radial system, and a centers transit system would operate to serve the area.
Specific emphasis in each of the service plans will be on meeting the needs
of senior citizens, the disabled, and others in need of public transportation.
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3
The plans also will analyze the commuter ridership needs of persons living in
Round Rock and working elsewhere as well as the "reverse peak demand"
requirements of those living elsewhere and working in the major employment
and activity centers within Round Rock. In addition, the Team will document
the potential of a commuter rail system operating from the vicinity of Round
Rock to downtown Austin that might be desirable beginning in the period from
2008-2010.
These subjects and the altematives available will be described in Milestone
Report No. 2. The Team will provide 20 copies of Milestone Report No. 2.
The proposed submission date for Milestone No. 2 is April 12, 2002, after
which it would be reviewed in detail with the focus group. Since the
Milestone will have altemative service plan concepts, the focus group and the
City will be requested to decide which of the plans or combinations thereof is
the most appropriate for Round Rock. That determination will provide the
guidance for the Team to move forward with Milestone Nos. 3, 4, and 5.
(3) Task 3 — Organizational and Institutional Analysis
In this task the Team will develop a series of up to three altemative
organizational plans for the development and operations of the transit
system. For example, would it be more advantageous for the City along with
the other jurisdictions to form a Transit Authority or would it be more cost
effective for a programming/brokerage agency to be formed? The structures
and processes that would be required in each of the three alternatives would
be developed and documented in this task so that the public officials could
determine which of the altematives best fits the goals and objectives of the
City and the other jurisdictions.
Milestone Report No. 3 will document these altematives for decision making
by the appropriate public officials. The Team will provide 20 copies of
Milestone Report No. 3. Proposed completion date for this task is May 17,
2002. The contents of Report No. 3 will be discussed with the focus group
and reviewed with the City. As appropriate, the Team will make revisions to
the Report No. 3 and resubmit it to the City. It will be important for the City to
determine in the May -June time period which of the altemative structures it
wants to proceed with initially as it considers moving forward with
development of a transit system.
(4) Task 4 - Financial Plan
In this task the Team will develop the capital and operating costs associated
with the start up and operations of the transit system. The Financial Plan will
include potential revenue sources and estimated costs of operations for a
ten-year period from 2002 — 2012. The Team will identify all potential
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4
revenues from Federal, State, and local funding sources for capital purchases
and operations of the proposed transit system. The costs of new and/or
added services at various intervals will be incorporated into the Financial Plan
as well.
Milestone 4 will be presented in draft form for consideration by the
appropriate public officials and the focus group, comments will be received by
the Team, and the financial plan will then be incorporated into the Master
Plan which is the subject of Task 5. The Team will provide 10 copies of
Milestone Report No. 4. Proposed completion date for this task is June 14,
2002.
(5) Task 5 — Public Transportation Master Plan
Based on the decisions of the City in Tasks 1-4, the Team will develop a
Transit Master Plan that will provide a guide for the development of the
system through 2025. The Master Plan will provide routes, service areas,
system operations, vehicle technology, costs, and other data and information.
It will serve as the basis for the City to initiate the system in the near term, as
early as September 2002. A total of 20 copies of the draft Plan will be
transmitted to the City on July 15, 2002.
The Team suggest that a second public meeting be conducted to get the
discussion going in the community. In addition, the Team would want to go
meet with the focus group for a detailed review of the draft Plan. Finally, the
Team would consult with the City staff in order to get input as to the contents
of the final Plan document. After receipt of comments from the City, the final
Plan will be transmitted to the City on August 16, 2002. The Team will provide
25 copies of the final Master Plan. Proposed completion date for this task is
August 30, 2002.
The fee budget that is required for the completion of Tasks 1-5 is $170,000 for
professional services. In addition, the direct expenses are estimated at $16,800 which
includes travel costs for 12 trips from Los Angeles to Round Rock and retum, an
estimated 25-30 days of lodging, meals, and associated expenses in Round Rock, and
all printing and mailing costs associated with reports and the Final Public Transportation
Master Plan document. The total costs associated with this engagement would be
$186,800.
PB Consult is prepared to begin work on this important assignment in early November
and complete the job by August 30, 2002. I will be the primary consultant assisted by
other members of the PB Consult staff. If this proposal is accepted, I will plan to spend
25-30 days in Round Rock interviewing the appropriate persons, meeting with City and
www.pbconsult.com
5
regional transportation officials, meeting with the focus groups, and managing the project
on a day-to-day basis.
It is proposed that PB Consult bill Round Rock monthly for the services in 10 equal
payments of $ 17,000.00 beginning at the end of November with the final billing as of
August 30, 2002. The direct costs associated with each month's work for travel, printing
etc. will be documented and included in each monthly invoice as well.
PB Consult's standard contracting terms are attached and incorporated herein by
reference. These are similar to those covering earlier contracts with PB Consult.
If these arrangements are satisfactory, please so indicate by signing in the space
provided below and returning one copy to me for our files.
truly y. rs,
ncipal Consultant
Cert. P.A.
Accepted for the City of Round Rock
Title:
Date:
www.pbconsult.com
DATE: November 2, 2001
SUBJECT: City Council Meeting — November 8, 2001
ITEM: 14.D.3. Consider a resolution authorizing the Mayor to execute a letter
agreement with PBConsult, Inc. for the development of a Public
Transportation Master Plan. The total costs associated with this letter
agreement are $186,000.
Resource: Jim Nuse, Public Works Director
Tom Word, Chief Traffic Engineer
History: The Public Transportation Master Plan that will be provided by PBConsult will be a
guide for development of the public transportation systems through 2025. The Master
Plan will provide routes, service areas, system operations, vehicle technology, costs,
and other data and information. It will serve as the basis for the City Council to make
decisions concerning what types of service to initiate at the appropriate times.
Funding:
Cost: $186,000
Source of funds: General Self Financed Construction
Outside Resources: PBConsult, Inc.
Impact/Benefit:: To be determined by the development of the Public Transportation Master
Plan.
Public Comment: N/A
Sponsor: N/A