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PROFESSIONAL CONSULTING SERVICES AGREEMENT <br />This Agreement is effective December 14, 2011 between the City of San Marcos, Texas, <br />a home -rule municipal corporation, (the "City "), 630 East Hopkins, San Marcos, Texas 78666 <br />and The Goodman Corporation (the "Consultant "), 1715 East 6th Street, Suite 112, Austin, Texas <br />78702 for the Consultant's provision of professional services in connection with the development <br />of a Transit Master Plan, and assistance with the creation of a Transit District (the "Project "). <br />The City and the Consultant agree as follows: <br />ARTICLE 1 <br />CONSULTANT'S SERVICES AND STANDARD OF PERFORMANCE <br />A. The term of this Agreement begins on the effective date established above and will end <br />upon the Consultant's completion, and the City's acceptance of all services included in this <br />Agreement. The Consultant agrees to provide the City with the services described in Attachment <br />A, Scope of Services, which is incorporated herein by reference for all intents and purposes, and <br />which services may be more generally described as follows: <br />• Creation of a Pedestrian — Transit Master Plan ( "the Plan"), and assistance in obtaining <br />approval by the Federal Transit Administration of a Letter of No Prejudice ( "LONP "). <br />• Assistance in becoming the Designated Recipient and Federal Transit Administration <br />( "FTA ") Grantee Status and the creation of a Consolidated Transit District, Operating <br />Plan and Finance /Implementation Strategy for this Project. <br />B. The Consultant understands that time is of the essence and agrees to provide all <br />professional services in the most expedient and efficient manner possible in order to complete <br />the Project by October 31, 2012 in accordance with the approved Project schedule included in <br />this Agreement as Attachment B. <br />C. The Consultant will not subcontract any work under this Agreement without prior written <br />approval from the City. In the event approval is given by the City, the Consultant will specify <br />the appropriate insurance requirements and miscellaneous provisions by separate written <br />agreement with the subcontractor. <br />D. The Consultant will perform all of its services in coordination with the City. The <br />Consultant will advise the City of data and information the Consultant needs to perform its <br />services and the Consultant will meet with City representatives at mutually convenient times to <br />assemble this data and information. <br />E. Mr. Barry M. Goodman is the Consultant's Project Representative assigned to this <br />Project. The Consultant will not substitute another representative for this Project unless <br />approved in writing by the City in advance of such proposed substitution. In the event the City <br />and the Consultant cannot agree to the substitution of the Project Representative, the City may <br />1 <br />