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Contract - Nelson/Nygaard Consulting Associates - 12/18/2014 20 4.,m(2_ CITY OF ROUND ROCK AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES FOR DEVELOPMENT OF A TRANSIT MASTER PLAN WITH NELSON\NYGAARD CONSULTING ASSOCIATES THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for professional consulting services related to the development of a Transit Master Plan (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, (the "City") and NELSON\NYGAARD CONSULTING ASSOCIATES, located at 116 New Montgomery Street, Suite 500, San Francisco, CA 94105 (the "Consultant"). RECITALS: WHEREAS, City desires to contract for Consultant's professional services generally described as developing Transit Master Plan; and WHEREAS, City has determined that there is a need for the delineated services; and WHEREAS,desires to contract for such professional 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 and in accordance with Section 9.01. 00315802/ss2 g �l �' D City reserves the right to review the Agreement at any time, and may elect to terminate the Agreement with or without cause or may elect to continue. 2.01 PROPOSAL FOR SERVICES Consultant has issued its proposal for services for the tasks delineated therein, such proposal for services being appended to this Agreement as Exhibit "A" titled "Scope of Work," 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 herein and as set forth in Exhibit "A." Consultant's undertaking 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. 4.01 LIMITATION TO SCOPE OF SERVICES Consultant and City agree that the scope of services to be performed is enumerated in Exhibit "A" 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 In consideration for the professional consulting services to be performed by Consultant, City agrees to pay Consultant in accordance with Exhibit "B" entitled "Cost Proposal," 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 "A." Total payment to the Consultant shall not exceed One Hundred Twenty-Six Thousand Fifty-Seven Dollars and No Cents($126,057.00). 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 the City or denied. 6.01 INVOICE REQUIREMENTS; TERMS OF PAYMENT Invoices: To receive payment, Consultant shall prepare and submit detailed invoices to the City, in accordance with the delineation contained herein, for services rendered. Such 2 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 the City. Such invoices shall conform to the schedule of services and costs in connection therewith. Should additional backup material be requested by the City relative to service deliverables, Consultant shall comply promptly. In this regard, should the City determine it necessary, Consultant shall make all records and books relating to this Agreement available to the City for inspection and auditing purposes. Payment of Invoices: The 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, the City shall endeavor to pay Consultant promptly, but no later than the time period required under the Texas Prompt Payment Act described in Section 7.01 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 the City or because of amounts which the City has a right to withhold under this Agreement or state law. The 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. 7.01 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the City receives goods under this Agreement, the date the performance of the services under this Agreement are completed, or the date the City receives a correct invoice for the goods or services, whichever is later. 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 the City in the event: (a) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the goods delivered or the service performed that cause the payment to be late; or (b) 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 (c) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (d) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 3 8.01 NON-APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the services as determined by the City's budget for the fiscal year in question. The City may effect such termination by giving Consultant a written notice of termination at the end of its then- current fiscal year. 9.01 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: commencement shall occur no later than January 5, 2015 and shall be completed no later than August 31, 2015, and work shall be performed in reasonable conformity to Consultant's schedule tendered to City and attached as Exhibit"C." 10.01 SUPPLEMENTAL AGREEMENT The terms of this Agreement may be modified by written Supplemental Agreement hereto, duly authorized by City Council or by the City Manager, if the City determines that there has been a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as the term of this Agreement. 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 the 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. 11.01 TERMINATION; DEFAULT Termination: It is agreed and understood by Consultant that the City may terminate this Agreement for the convenience of the 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 the 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 the City upon termination of this Agreement, and shall be promptly delivered to the City in a reasonably organized form without restriction on future use. Should the City subsequently contract with a new consultant for continuation of service on the project, Consultant shall cooperate in providing information. 4 Termination of this Agreement shall extinguish all rights, duties, and obligations of the 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 the City to pay for any work which it deems unsatisfactory or which is not performed in compliance with the terms of this Agreement. 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). If default results in termination of this Agreement, then the 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 the City, the cost to the City of employing another firm to complete the useable work, and other factors will affect the value to the City of the work performed at the time of default. 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 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. Nothing contained in this section shall require the City to pay for any work which it deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 12.01 NON-SOLICITATION Except as may be otherwise agreed in writing, during the term of this Agreement and for twelve (12) months thereafter, neither the 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. 13.01 CITY'S RESPONSIBILITIES Full information: The City shall provide full information regarding project requirements. The 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. The City shall require its employees and any third parties who are otherwise assisting, advising or representing the City to cooperate on a timely basis with Consultant in the provision of its services. Consultant may rely upon written information provided by the City and 5 its employees and agents as accurate and complete. Consultant may rely upon any written directives provided by the City or its designated representative concerning provision of services as accurate and complete. 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. 14.01 INDEPENDENT CONTRACTOR STATUS Consultant is an independent contractor, and is not the City's employee. Consultant's employees or subcontractors are not the City's employees. This Agreement does not create a partnership, employer-employee, or joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant and the 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 it performs its services required by this Agreement. (3) 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 the City shall not hire, supervise, or pay assistants to help Consultant. (5) Neither Consultant nor its employees or subcontractors shall receive training from the 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. (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 the City. 15.01 CONFIDENTIALITY; MATERIALS OWNERSHIP Any and all programs, data, or other materials furnished by the 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 6 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 the City is subject to the Texas Public Information Act and its duties run in accordance therewith. All data relating specifically to the 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. 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 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 7 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, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the 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 Deliverables). Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the 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. 16.01 WARRANTIES 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 no in compliance with this representation. 17.01 LIMITATION OF LIABILITY Should any of Consultant's services not conform to the requirements of the City or of this Agreement, then and in that event the City shall give written notification to Consultant; thereafter, (a) Consultant shall either promptly re-perform such services to the 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 the City, its directors, employees or agents. In no event shall Consultant be liable to the 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 the 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. 8 18.01 INDEMNIFICATION Consultant and the City each agree to indemnify, defend and hold harmless the other from and against 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 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 the 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 the City in connection with the performance of this Agreement. Should the City's use of such deliverables be determined to have infringed, Consultant may, at its option: (i) procure for the City the right to continue using such 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, the City shall return such deliverables provided, and Consultant will refund to the 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 the City or (2) specifications or other information provided by or at the direction of the City; or use of systems, materials or work performed in a manner not permitted hereunder or by another obligation of the 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. 19.01 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 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. 20.01 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. The City will not do the following: 9 (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 state or federal income tax from any of Consultant's payments. If requested, the City shall provide Consultant with a certificate from the Texas State Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas Sales and Use Tax. 21.01 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 the City at the expiration of the term of this Agreement. 22.01 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 hereunder. 23.01 DESIGNATION OF REPRESENTATIVES The City hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Caren Lee Transportation Department 2008 Enterprise Drive Round Rock, TX 78664 (512)671-2869 Consultant hereby designates the following representative authorized to act in its behalf with regard to this Agreement: Paul A.Jewel President and COO Nelson\Nygaard Consulting Associates 116 New Montgomery Street, Suite 500 San Francisco, CA 94105 (415)284-1544 10 24.01 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: Nelson\Nygaard Consulting Associates 116 New Montgomery Street, Suite 500 San Francisco, CA 94105 Notice to City: 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 the City and Consultant. 25.01 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 the enforcement of any or all 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 Texas. 26.01 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 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 11 representative for each party. 27.01 DISPUTE RESOLUTION The 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. 28.01 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 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. 29.01 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 the City and according to generally accepted business practices. 30.01 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 Title 8 of the Texas Penal Code. 31.01 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 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 treat such failure an anticipatory repudiation of this Agreement. 12 32.01 MISCELLANEOUS PROVISIONS Time is 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 theterms 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 hereunder without a 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. Notwithstanding any other provisions hereof to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or 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. 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. 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, which taken together shall be considered one original. The City agrees to provide Consultant with one fully executed original. [The balance of the page is intentionally blank.] 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Ro d Rock,Texas elson `ygaard Consul g Associates By: ItBy: ft 0 Printed Name: .1Mil►,blr JJ Printe• ► : ;: ��(� .: Title: M / I Title: , .lig; Date Signed: l2• j•(9' Date Signed: h`z.yCttf For City,Attest: etAt By: ciWilL, Sara L. White, City Clerk For Ci . ; pproved a to Form: B V Zull* Stephan\ . Sheets, City Attorney 14 Round Rock Transit Master Plan City of Round Rock City of Round Rock Round Rock Transit Master Plan IN4! Submitted by t., ' Nelson\Nygaard Consulting Associates 1402 Third Avenue,Suite 1200,Seattle,WA 98101 %''y Choose an item. NELSON N Y G A A R D CONTACT:James Gomez TITLE:Senior Associate EMAIL:jgamez@nelsonnygaard.com SCOPE OF WORK TASK 1 PROJECT MANAGEMENT 1.1 Kickoff Meeting Nelson\Nygaard and Rifeline staff will conduct a kickoff nieeting to bring together project staff and key members of the consultant team.This meeting will serve multiple purposes: • Personally meet City of Round Rock staff • Clarify project objectives,priorities,and reporting procedures • Fine-tune the project scope and schedule • Relevant data from prior planning work • Finalize community outreach plan • Discuss immediate next steps,upcoming meetings,and deliverables During this initial stage,we will also ask project staff to identify an initial list of stakeholders and members of the Technical Advisory Committee. 1.2 Ongoing Project Management Nelson\Nygaard will set up a standing biweekly conference call time for the project team in order to ensure that there are frequent opportunities to check in and that any issues may be resolved in a short timeframe.Written progress reports will accompany each invoice as well. 1.3 Project Website Nelson/Nygaard will set up a project website that will serve as a portal for stakeholders,the technical advisory committee,and the general public to view technical documents and final reports as they are completed throughout the project.The website will also be a key venue of communication for public meetings and community surveys.Nelson\Nygaard will ask for assistance from the City of Round Rock in posting links to the project website on the city of Round Rock website. EXHIBIT "A" Round Rock Transit Master Plan City of Round Rock TASK 2 PUBLIC OUTREACH 2.1 Stakeholder Meetings In collaboration with The City of Round Rock,we will compile a database of stakeholders for the project.These stakeholders may include elected officials,city and county staff,and representatives from medical centers,schools,colleges and universities,chambers of commerce, developers,major employers,and human service agencies. We will conduct two rounds of stakeholder interviews. During each round of meetings we will conduct two group interviews.The first round will take place at the beginning of the project to solicit general comments regarding transit in Round Rock.It is very important that we gain a complete understanding of the needs and desires of various groups within the community.For any key stakeholders that are unable to attend the meetings we will conduct up to three one-on- one interviews by phone.A second round of stakeholder meetings will take place once we have developed preliminary recommendations. To encourage participants to speak frankly during interviews,we will ensure participants their comments are anonymous and present results so that comments are not attributed to specific individuals but are instead are presented by theme.We will conduct these interviews as "structured conversations"in which we start with specific topics,and then discuss those topics at the level of detail that the stakeholder desires(rather than a stricter question and answer format). A discussion guide for stakeholder interviews will be developed following the kickoff meeting and will be provided to the Round Rock project manager in advance of the stakeholder meetings so that one set of revisions may be provided and incorporated. 2.2 Technical Advisory Committee A technical advisory committee consisting of City of Round Rock staff,Williamson County staff, and(Capital Area Metropolitan Planning Organization)CAMPO staff will meet three times throughout the project duration to provide input at key project milestones.Additional technical advisory committee members could include City of Georgetown staff and staff from regional transit operators such as CARTS and Capital Metro.At these meetings we will provide project status updates and seek feedback on key findings and recommendations associated with each phase of the project. 2.3 Public Meetings/Workshops In conjunction with Rifeline,Nelson\Nygaard will conduct three rounds of public meetings in order to gather information on needs and desires within the community,receive feedback on initial findings and preliminary concepts,and present the locally preferred alternative. The first public meeting will consist of a planning simulation developed by Nelson\Nygaard called the Smithville Planning Game.This is a visioning exercise in which participants collaborate to identify and prioritize community transit needs within a limited set of resources.This exercise allows participants to balance many of the tradeoffs faced by the project team. Nelson\Nygaard will receive assistance from city staff in reaching out to Homeowners Associations,Neighborhood Associations,schools,colleges and universities to publicize these events. EXHIBIT "A" Nelson\Nygaard Consulting Associates Inc. 1 2 Round Rock Transit Master Plan City of Round Rock 2.4 Online Surveys Design Your Own System Nelson\Nygaard has developed interactive tools that incorporate technical data into a web-based planning model that allows users to"design their own transit system",given a set level of resources(usually a financial limitation).As participants develop their system,they can see real impacts in terms of ridership,travel time,or environmental benefits in real time.This tool brings value because it allows users to understand the tradeoffs associated with transit service planning and benefits associated with how transit resources are allocated.As a part of our existing conditions research we will build this survey,tailored specifically to priorities that must be identified as part of creating new transit services.The survey will be posted on the project website and if possible publicized to key potential transit users,such as students,large employers,and social service agencies. Alternatives Survey Following the development of service and capital alternatives(Task 4)an online survey will be created to supplement the feedback received at the second round of public and stakeholder meetings.Survey respondents will be shown potential transit routes,and asked to comment on potential services.These comments will help inform the development of the preferred alternative and will be summarized in the final report. Deliverable: Summary of Stakeholder and Public Involvement TASK 3 EXISTING AND FUTURE CONDITIONS We will use a combination of traditional datasets and also more newly available data tools to get a complete understanding of Round Rock's planning context,demographics,and travel patterns. 3.1 Document Review Immediately following the kickoff meeting,Nelson\Nygaard will conduct a thorough review of existing reports,customer and public surveys,and policies to familiarize ourselves with all past, current,and proposed transportation,development,and land use planning efforts relevant to the study.Particular focus will be placed on planning documents related to Project Connect,the Round Rock Comprehensive Transportation Plan,and the North Corridor Study.Summaries of key findings will be provided in the Existing and Future Conditions Report. 3.2 Market Analysis—Demographics Census data will help identify corridors with population density and characteristics that support transit.We will analyze the following characteristics using 2010 census and American Community Survey data: • Population • Employment • Youth and older adults • Low income households • Zero vehicle households • Tenure(Renters) EXHIBIT "A" Nelson\Nygaard Consulting Associates Inc. 13 Round Rock Transit Master Plan City of Round Rock Nelson\Nygaard will create maps for each demographic characteristic and provide a summary of the major findings. 3.3 Market Analysis—LEHD Longitudinal Employer Household Dynamics(LEHD)data will provide information on where residents of Round Rock work and where employees working in Round Rock live in order to identify the strongest potential markets for commuter oriented service.Nelson\Nygaard will create maps and provide a brief summary synthesizing the dataset. 3.4 Market Analysis—Travel Demand Regional travel demand data will provide insight regarding existing travel patterns for multiple trip types as well as areas of expected growth that should be considered for future service. Nelson\Nygaard will create maps showing trip volumes between subregions that will help inform major origin and destination patterns in need of transit connections. 3.5 Market Analysis—Student Data If available,we will review student origin data from Austin Community College and Texas State University-Round Rock in order to understand where students,who are typically a good market for transit services,are traveling from. 3.5 Market Analysis—Vanpool Patterns If available,we will review existing vanpool data to understand longer distance travel markets for commuters living in Round Rock and commuting to other parts of the region.Depending on the type of data available we will make visuals and/or provide a written summary of origins and destinations. Deliverable: Existing and Future Conditions Memo TASK 4 SERVICE AND CAPITAL ALTERNATIVES Based on the market research and community and stakeholder outreach we will create a series of initial concepts designed to serve various markets,focusing on both local and commuter services. 4.1 Local Services Nelson\Nygaard will consider the following potential elements of future local transit services: • Local fixed route connections:We will conduct fieldwork,driving corridors indicated as having high transit propensity by demographic and market research and determine the feasibility in terms of pedestrian access,transit vehicle operations,and trip generators. • Demand Response/Dial-a-Ride service:In areas of lower density or less transit propensity,demand response or deviated fixed route can provide effective coverage transportation.Alternatively,demand response service may operate as a complementary service to fixed route transit,providing a premium service to persons with disabilities and older adults. • Transit Centers:We will investigate firsthand locations for potential transit centers as identified by the technical advisory committee,stakeholders,as well as desirable locations based on the design of potential fixed route services. EXHIBIT "A" Nelson\Nygaard Consulting Associates Inc. 14 Round Rock Transit Master Plan City of Round Rock 4.2 Commuter Services Nelson\Nygaard will consider the following potential elements of commuter oriented transit services: • Park-and-Rides:Potential park-and-ride locations will be considered,focusing on the transit and/or vanpool market within the catchment area,or area from which people are likely to drive and park to use transit. • Vanpool Strategies: Based on the results of the vanpool pattern analysis we will identify potential markets for expanding vanpool services. • Regional Connections: Regional connections,provided by express bus or BRT will be considered,based on the market analysis.Vanpool data can often indicate a market for express bus service,which will be paired with the LEHD data and demographic data to identify potential markets. • Reverse Commute:With large employers in Round Rock,it is important to consider providing transit services to help bring commuters into Round Rock via transit. Deliverable: Initial Service and Capital Concepts TASK 5 TRANSIT MASTER PLAN DEVELOPMENT 5.1 Development of Preferred Alternative Initial concepts developed in Task 4 will be presented to the project team and the Technical Advisory Committee,refined,and then brought to the public for feedback.As described in Task 3, feedback will be gathered through a second round of public meetings,stakeholder interviews,and an online survey. The development of a preferred alternative will essentially summarize the community's vision for transit in Round Rock. The preferred alternative will be presented during a final public involvement stage at the end of the project timeline. 5.2 Service Prioritization and Implementation Schedule Nelson\Nygaard will develop a detailed prioritization and implementation plan based on a number of factors,including: • Demonstrated/anticipated need • Community interest • Social and economic benefits • Ridership projections • Financial feasibility • Probability of Federal Transit Administration funding • Alignment with adopted local and regional plans The implementation plan will include a range of immediate actions,near-term mobility enhancements,and long-term expansion scenarios.The planning horizon will be determined in collaboration with the City of Round Rock and will reflect a realistic period by which the local preferred alternative can be realized. EXHIBIT "A" Nelson\Nygaard Consulting Associates Inc. 15 Round Rock Transit Master Plan City of Round Rock 5.3 Review of Operating Options Nelson\Nygaard will conduct a comprehensive assessment of the Capital Metro service expansion policy options in relation to the locally preferred alternative to determine the viability,benefits, and disadvantages of each alterative.Service expansion options were approved by CAMPO in September 2014 and are listed below: • Join Capital Metro • Contract for Service • Form a Local Government Corporation(LGC) • Become a FTA Sub-Recipient • Become a Direct Recipient(current option) 5.4 Funding Strategies Nelson\Nygaard will recommend funding strategies for new service and capital investments specified in the locally preferred alternative.In conjunction with Task 5.3,this effort will involve documentation of available operating and capital funding sources whether currently utilized or not.Any untapped sources will be identified as potential revenue enhancements in support of operating or capital recommendations. Nelson\Nygaard will also evaluate the feasibility of potential economic development and community partnership funding sources,in terms of their ability to generate revenue,technical feasibility,and politically acceptance.Potential non-traditional funding sources include: • Partnerships with large institutions or employers that benefit from transit service • Sponsorships in the form of advertising revenues or naming rights • Public-private partnerships and joint development • Property access fee,land value capture,or benefit assessment districts • Transportation impact fees 5.5 Draft Plan The products of the previous tasks will be summarized and compiled in the form of a Draft Plan, prior to the submittal of a final plan.An electronic copy of the Draft Plan will be submitted to the Transit Coordinator and Technical Advisory Committee for review and comment. Nelson\Nygaard will present the Draft Plan to the City of Round Rock staff and Technical Advisory Committee at a joint meeting.The Draft Plan will also be presented to the City of Round Rock City Council.Nelson\Nygaard will then revise the Draft Plan based on feedback received during these meetings. 5.6 Final Plan Following the receipt of all comments,the Draft Plan will be revised within two weeks of receiving one set of non-conflicting comments from the City of Round Rock.Ten(io)bound color copies and one electronic copy of the final Transit Master Plan will be submitted to the Transit Coordinator. Deliverables: Draft and Final Transit Master Plans EXHIBIT "A" Nelson\Nygaard Consulting Associates Inc. 16 Eo E. E e S m 9. 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