Loading...
7416 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 RFP UPDATE TO COMPREHENSIVE PLAN Yes Cori Power 7416 N/A January 5, 2021 20-2578 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 1 of 18 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7416 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Matrix Design Group, Inc., with its corporate office at 2435 Research Parkway, Suite 300 Colorado Springs, CO 80920, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, an Update to the Comprehensive Plan, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER’s RFP 7416 – Update to Comprehensive Plan, which is on file at the purchasing office and made a part hereof as Exhibit A as if written word for word herein. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 01/05/2021 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 2 of 18 B. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. C. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit B, which shall be attached to this Agreement and made a part hereof. D. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Visits to the site in excess of the number of trips included in Exhibit B. F. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 3 of 18 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $91,920. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 4 of 18 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 5 of 18 ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 6 of 18 C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Matrix Design Group, Inc. City of Denton Felipe A. Zubia, AICP Purchasing Manager –File 7416 255 Oak Street 901B Texas Street Hooks, TX 75561 Denton, Texas 76209 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 7 of 18 ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 8 of 18 ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – RFP 7416 – Update to Comprehensive Plan for the City of Denton (on file at the purchasing office) Exhibit B – Consultant’s Scope of Services Offer, Project Schedule, and Fee Proposal Exhibit C – Consultant’s Insurance Requirements Exhibit D – Conflict of Interest Questionnaire What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Felipe Zubia. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 9 of 18 relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 10 of 18 have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 11 of 18 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. CITY OF DENTON, TEXAS “OWNER” __________________________________ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ MATRIX DESIGN GROUP, INC., A COLORADO CORPORATION “CONSULTANT” __________________________________ BY: CELESTE WERNER ITS: PROJECT DIRECTOR __________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ____________________________ DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 2020-698417 Development Services Director Scott McDonald 01/05/2021 DENTON Prepared for the DENTONComprehensive Plan Update to the City Update to the City ofof Statement of Qualifications: RFQ #7416 October 2, 2020 Comprehensive Plan Update to the City Update to the City ofof Exhibit BDocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 Matrix Design Group, Inc. 255 Oak Street Hooks, TX 75561 O 870.490.2747 matrixdesigngroup.com Anniston, AL | Atlanta, GA | Colorado Springs, CO | Denver, CO | Niceville, FL | Parsons, KS | Phoenix, AZ Sacramento, CA | Tamuning, GUAM | Texarkana, TX | Washington, DC October 2, 2020 City of Denton Attn: Ms. Cori Power 901-B Texas Street Denton, TX 76209 RE: Proposal for an Update to the Comprehensive Plan for the City of Denton, RFP No. 7416 Dear Ms. Power: Matrix Design Group, Inc. (Matrix) is pleased to submit our proposal for the City of Denton Update to the Comprehensive Plan. Our experience working with fast-growth communities will be helpful as the City evaluates recent growth impacts and considers policies and implementation strategies to mitigate the effects of growth over the next 5 years. Celeste Werner, FAICP, Executive Vice President, will function as the Project Director and Felipe Zubia, AICP, will serve as the Project Manager. Felipe has over 25 years of experience spanning roles in both the public and private sector. Through this experience he has been recognized as a proactive project manager who as the ability to strategically assess the unique needs of each project. Matrix has been providing planning services for communities like Denton for over 20 years. During this time, we have developed best practice approaches that we believe will serve this project well. A few best practice experiences we believe will be applicable to Denton include: ◼ Community Assessment Experience – As a fast-growth community, Denton is beginning to feel some strain on City infrastructure and services. Whether the pressure is on government or proprietary functions, Matrix’s expertise identifying and addressing overburdened infrastructure and services will help position the City for future success. ◼ Innovation and State-of-the-Art Methods and Solutions – Each community planning process is an opportunity for our clients to its service delivery and identify new and innovative ways to reach its residents. Our Growth and Development Indicators allow the community to objectively evaluate the City’s current vision and identify new and innovative solutions to improve the implementation of the Denton 2030 Plan. ◼ Budget and Schedule Performance –With the limited budget for this project, it is important that the initial assessment is precise and targeted to understand and address the issues that will have the most impact for the community. We have worked with similarly constrained budgets and have delivered award winning projects on-budget and on-schedule. ◼ Public and Stakeholder Engagement – With a diverse engaged population like Denton, it is important to proactively reach all stakeholders and build trust and value in the process through a combination of high-touch and high-tech strategies. This has become even more important in our time of COVID-19. Matrix is consistently recognized as a leader in community engagement. As recently as this year, we have received recognition from the International Association of Public Participation (iap2) for public engagement. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 ii In summary, we offer Denton a process that is engaging, creative, thought-provoking, and instructive. Our projects around the country have received recognition for their recommendations and solutions in land use planning, urban design, public involvement, parks and open space planning, civil engineering, infrastructure design, and GIS mapping. This recognition is not taken lightly and something that we continually challenge ourselves to improve for our next client. We hereby state that this proposal shall be valid for a 120-day period from the date of submission. You can reach us at the address and phone number above, or by e-mail at matrix@matrixdesigngroup.com. Sincerely, Matrix Design Group, Inc. Celeste Werner, FAICP Felipe A. Zubia, AICP Project Director Project Manager DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 PROPOSAL About Matrix DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 1 About Matrix Matrix improves, adapts, and creates organizations, environments, and tools for human development. We are a community of planners, designers, economists, engineers, and scientists who engage people in creative problem solving and collective action. We believe that the environment around us has a profound impact on our lives, and this belief shapes the principles that guide our work. In our 20-year history, our staff of 175 have worked with hundreds of communities across the country on various community planning projects. This experience has provided us with valuable lessons learned and a wealth of best practices relative to the best ways to assess and leverage each community’s unique attributes and how best to engage the community for buy-in and support. Matrix has extensive experience working with fast growth, diverse communities like Denton. Working with these communities is where Matrix sets itself apart, by understanding that we are an extension of client staff, working with all stakeholders to develop a plan with the community that meets the established vision and retains the communities’ values. This approach is not only well-received by our clients, it is recognized nationally through our award-winning approach to land use planning, design, and community engagement. Below are communities that have recently been recognized for projects led by Matrix. Table 1. Award Winning Projects Year Project Name Organization Award 2020 Flagstaff, AZ Southside Specific Plan International Association of Public Participation Respect for Diversity, Inclusion and Culture Award Tolleson, AZ Streetscape Plan APA Arizona Best Revitalization Redevelopment Project Luke AFB Growth Management Plan APA Arizona Best Regional Plan Fort Drum Joint Land Use Study APA Federal Planning Division Outstanding Collaborative Planning 2019 Buckeye General Plan Update APA Arizona Best General Plan 2018 Estes Valley Community Center Colorado Parks and Recreation Association Columbine Award for Design High Line Canal Vision Plan APA Colorado National Gold Achievement Award for Public Outreach Dyess AFB Joint Land Use Study APA Federal Planning Division Merit Award - Outstanding Collaborative Planning Project Get Outdoors Pueblo APA Colorado Colorado Merit Award for Outreach DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 2 About Matrix What Sets Us Apart Matrix offers unparalleled experience among our competitors in developing cutting edge community plans and regulations to support plan implementation. Many of our staff members have experience working on both plans and codes. This “cross-training” enables and allows us to not only provide you an effective plan and policy direction, but to also build in recommendations regarding future code updates that will assist you in implementing your plan. Our Economist and Land Planners Work Together to Forecast A Realistic Vision. Matrix has extensive experience developing comprehensive plans in high growth areas and determining realistic growth rates that will impact the planning area. We Create Substantive Plans That Are Accessible to a Broad Audience. Matrix has a reputation for preparing plans and outreach materials that are accessible to all members of the community while still being very strong on substance to ensure they meet the needs of the administrators and decision-makers. We accomplish this by creating a clear organizational structure, using concise policy language, and using illustrative graphics and images to convey key concepts. We Are Well-Versed in Comprehensive Plan Best Practices. Matrix has extensive experience in comprehensive planning across the United States. Many of our recent plans have focused on the integration of sustainability and resilience principles in high growth communities and we are well-versed in aligning existing plans, policies, and initiatives with the Comprehensive Plan to help advance community priorities in these areas. We Have Demonstrated Experience in Consensus Building. We are very proud of our track record of managing projects to a successful completion. Perhaps the most important indicator of success is our record of plan adoption. Of the more than 100 plans we have prepared, nearly all of them have been adopted unanimously by both planning commissions and elected officials, with little to no controversy. We achieve this by working the update of Denton’s Comprehensive Plan Update closely with both internal and external stakeholders throughout the process to ensure that they are aware of the issues that the community is facing; understand how their role in the planning process will help address them; and that they have a role in identifying the policies and strategies contained in the plan. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 3 We Know U.S. and Texas Law. Matrix team members include some of the country’s most experienced land-use practitioners. Team members bring detailed knowledge of U.S. constitutional and federal land use law, including how to avoid takings claims, deal with First Amendment issues (signs, adult uses), and ensure that standards meet due process requirements. Specifically, our team’s extensive comprehensive plan experience throughout Texas brings to your project the understanding of the importance of property rights, the market that is driving growth by the major land developers, and balancing the thriving economic market needs within your area. Community Engagement Experts A key aspect of our team is our firm belief in the public participation process and the vital role it serves for the successful development and implementation of a successful land use study or plan. Such studies and plans must identify and embrace each community’s vision, principles, and ideals for the future. The success of this project will depend not only on an insightful review of the existing Comprehensive Plan, but extensive outreach to, and input from, a broad cross-section of residents, businesses, community organizations, and other stakeholders in order to determine where the plan has succeeded and where it can be improved. Our team recognizes the importance of a multi-level outreach program that successfully engages the broad demographic spectrum of residents and businesses. This includes techniques to reach out to and engage typically under-represented populations. We have a proven track record in engaging these populations, including busy families, seniors, youth, and other hard-to-reach populations. We do this by forming strategic partnerships with community organizations, focusing on multiple channels of cost-effective outreach and applying electronic and social media. Our approach to community outreach is organized to achieve the following three objectives: 1. An inclusive process – engage as many members of the community as possible. 2. An instructive program – educate citizens and decision-makers on the process, issues, options and potential solutions. 3. A validating experience – ensure citizens and decision-makers are heard and that they see their voices making a difference in development of the plan. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 4 About Matrix Page intentionally left blank DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 PROPOSAL Personnel DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 5 The Matrix Team Matrix has assembled an extraordinary well-qualified Team focused on providing a quality project for the City of Denton. Led by our Project Manager, Felipe Zubia, our Team is committed to delivering your comprehensive plan update on time and exceeding your highest standard of quality and delivering the project within budget. A key aspect of Matrix’s approach to professional services is the integration of multiple complementary disciplines in an active, creative, and collaborative process. Our project Team of community planners, economic development professionals, landscape architects, transportation and infrastructure engineers, and other experts offer the following range of services to the City of Denton: ◼ Community planning ◼ Community engagement and facilitation ◼ Economic development analysis ◼ Development codes and zoning ◼ Transportation planning and design ◼ Water resources planning and design ◼ Infrastructure planning and design ◼ Community and asset redevelopment ◼ Landscape architecture ◼ Urban design and downtown redevelopment ◼ Geographic information services ◼ Project cost & financial modeling ◼ Multimodal transportation planning ◼ Environmental planning and compliance ◼ Traffic engineering and operations analysis ◼ Statutory compliance Matrix has been engaged in developing and implementing state-of-the-art planning techniques. Whether utilizing the latest GIS/Scenario Planning technology, social media, or community engagement software, we understand that these components are only as good as their creative use and application through collaboration with our clients. Our recent experience includes: ◼ ESRI ArcGIS/Suitability Analysis ◼ 3D Visualization ◼ Transportation modeling ◼ Buildout modeling through scenario planning ◼ ESRI ArcGIS urban downtown modeling ◼ ESRI ArcGIS StoryMap interactive engagement ◼ Multimodal transportation policy and design, including Complete Streets ◼ All aspects of social media interaction and web- based public engagement Personnel Our Team of professionals will help you transform your ideas into reality. Our advantage? Felipe Zubia, AICP, Project Manager, has developed and managed over 40+ comprehensive planning projects, has intimate knowledge and understanding of the issues and opportunities facing Denton today, versed in Texas planning law, is committed to bringing to your project cutting edge solutions that will make Denton a model for the state and nationally and has just completed two major comprehensive plans allowing him to commit the time necessary to work on your plan. The Matrix Team, led by Felipe, offers the City an extremely qualified Team of professionals with comprehensive capabilities that can quickly mobilize to develop your Comprehensive Plan update. Our Team brings to your project extensive Texas experience and best practices from our national award-winning projects. bringing best practices that Our Project Management Team is comprised of, Celeste Werner, FAICP who will provide oversight as the Project Director. Felipe Zubia, AICP, who will be your day-to-day Project Manager, and Matt Schwalb as Deputy Project Manager. We use a dual project management approach where both Felipe and Matt will always be up-to-speed on all aspects of the project, optimizing the City’s ability to work with Matrix when convenient DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 6 Personnel if one is not available for situations like vacation. The project Team also comprises accomplished technical leads for each subject and experienced technical support, coupled with an in-house Team of graphic designers, GIS specialists, 3D modeling and other support specialties ready to provide services as needed. The Matrix Team organization chart illustrates our subject matter experts and task leads along with details of the roles for each professional Team members. Detailed resumes for each person begin on the subsequent pages. Organization Chart DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 7 Celeste Werner, FAICP Project Director, Community Outreach Task Lead Celeste is an industry leader with more than 34 years of experience delivering cutting-edge solutions that meet client objectives and make community visions real. She has served in both the public and private sectors and cultivated in-depth knowledge and technical expertise in land use and growth management planning, comprehensive and master planning, redevelopment/renewal and urban design, zoning, and compatibility planning. Celeste is a proven project and program manager and has successfully executed projects for municipal, state, federal, and military clients throughout Texas, the United States, and its territories. Celeste is also a nationally recognized public facilitator who focuses on conflict resolution, collaboration, and consensus building as key to the successful adoption and implementation of planning strategies and solutions. She has directed multiple projects that have been awarded Outstanding Collaborative Project by the American Planning Association’s Federal Planning Division and was presented with the Ancient Order of the Chamorri Award by Guam Governor Felix Camacho in 2010, it is the highest civilian honor that can be bestowed on a non- native resident of Guam. Celeste has extensive experience in Texas, including general, comprehensive, and downtown planning for urban, suburban, and rural communities. She brings a diverse skill set, expertise, and proven ability to develop innovative ideas and solutions appropriate for the region and community-specific challenges. Relevant Experience San Antonio North Sector Plan | Texas Celeste was the project manager for this plan, which was the lead planning process for six other sector plans in the City of San Antonio. The North Sector Plan guided compatible land use in the northern portion of the City and its area of extraterritorial jurisdiction. The North Sector Plan presented recommended strategies to guide transportation, housing, economic development, parks and open spaces, community facilities, land use and urban design, and military compatibility. An action plan was developed which identified proposed partnerships to ensure that the goals of residents, workers and stakeholders established through an extensive community involvement program are achieved. Kingsville Compatibility Plan and Implementation | Kingsville, Texas Kingsville is primarily an agricultural area; however, there were potential compatibility challenges associated with surrounding future development and the local military base. These included determining growth pressures, potential shortages of housing within the surrounding communities upon the expansion of the base’s mission, and evaluating the impacts associated with alternative energy proposals (wind farms). Celeste assisted as Project Manager and developed recommendations to update local regulations for the surrounding jurisdictions. The implementation program involved enacting the recommendation made in the compatibility plan, updating planning documents and introducing regulations to ensure the community and military work together to ensure continued compatibility. Areas of Expertise Comprehensive Planning Community Planning Visioning Facilitation and Public Involvement Master Planning Economic Development Governance/Policy Planning Education B.S. - Urban Planning, Arizona State University B.S. - Landscape Architecture, Arizona State University Professional Registrations / Affiliations Association of Defense Communities, Board Member American Institute of Certified Planners College of Fellows American Planning Association Society of American Military Engineers International Association for Public Participation DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 8 Personnel Celeste Werner, AICP San Antonio Regional Compatibility Plan and Implementation | San Antonio, Texas Celeste was the Project Manager for the San Antonio Regional Compatibility Plan and Implementation. Three plans had identified recommendations for compatibility among the community and a number of military bases in the area. Matrix developed the framework for which a regional entity could carry out recommendations. Extensive coordination with the public and other affected stakeholders within San Antonio and Bexar County ensured the highest level of communication and coordination throughout the process. As part of the project, extensive communication challenges were analyzed, alternatives for regional frameworks were developed, a regional implementation strategy was completed, and a framework through which the goals of the plan could be measured and evaluated was developed. Bastrop County Compatibility Plan | Bastrop County, Texas Celeste acted as Deputy Project Manager for this project, which focused on Bastrop County’s significant residential growth that was likely to encroach on military operations. From 2000 to 2010, Bastrop County had a 27.3% increase in population, including a 9,000-acre subdivision with 7,000 single-family residences that had been approved for construction at a site close to the southeast corner of Camp Swift. Conservation and endangered/threatened species consideration was also a factor, as regional growth to the north and south might have pushed the endangered Houston Toad onto the installation. Abilene Compatibility Study | Abilene, Texas Celeste was the Project Manager for the City of Abilene Compatibility Study. The major issues addressed in this award-winning study included assessment of potential alternative energy development impacts to the community and the adjacent Air Force Base, urban development constraints, communication and coordination among communities and the military, and limited regulations and policies in place to manage alternative energy project developments. Joint Base San Antonio-Lackland Annex Light Assessment | Bexar County, Texas Located in the Bexar County, JBSA-Lackland’s primary role is as a Training Wing (TRW). The installation provides basic military training (BMT) as well as technical training to prepare airmen for their initial roles in the Air Force. Municipal growth has created light management issues that affect the Military Working Dog Campus as well as the Training Annex where the Basic Expeditionary Airman Skills Training (BEAST) and the Lackland Small Arms Firing Range are located. Without careful study and planning, continued growth in these areas will only worsen an already challenging situation. Celeste’s focus of this effort is the development of a comprehensive Ambient Light Pollution Assessment Report that assessed night training sensitivity areas and activities, measuring existing ambient lighting in order to create a baseline for future evaluations, and proposing changes to local jurisdiction lighting requirements to reduce impacts on training and protect public safety. Bixby Comprehensive Plan Update | Bixby, Oklahoma Celeste was the Project Manager for this project that involved assessment and updates to transportation, infrastructure (including technology infrastructure), environmental, and parks and open space plans, as well as economic development strategies and supporting land use plans. The Bixby project also involved substantial public engagement in a growing community at the outskirts of the Tulsa Metropolitan Area. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 9 Felipe Zubia, AICP Project Manager, Community Outreach Felipe has more than 25 years of experience in planning. He has worked in both the public and private sectors addressing a range of community planning and land development issues. Felipe is an active member of the American Planning Association, at both the national and state level, and certified by the American Institute of Certified Planners. He regularly shares his knowledge through public presentations on a range of topics, including land use planning, public policy, economic development, and transportation. Relevant Experience Southside Community Specific Plan | Flagstaff, Arizona The Flagstaff Southside is an historic, culturally diverse neighborhood in central Flagstaff that is experiencing development pressure as Northern Arizona University continues to expand, encroaching into nearby areas and impacting the affordable housing market. As Project Manager, Felipe led the assessment of the local housing market and developed a community-specific outreach plan to better understand the difficult challenges the Southside and other neighborhoods have faced throughout Flagstaff’s history, current views of those trends and events, existing relationships with local government, and residents’ goals moving forward. This project was recently recognized by the International Association of Public Participation (iap2), receiving the 2020 International Award for public engagement. Marana General Plan Update | Town of Marana, Arizona Felipe was the Project Manager for this project, which had extensive public outreach to help stakeholders work through several issues unique to the Town of Marana. Such issues included the evaluation of Arizona State Land for developability and preservation, assessment of impacts related to the newly proposed Interstate 11 Corridor, development of multimodal, active transportation routes and the development of strategies to guide future growth in sensitive areas. Newport Comprehensive Plan Update | City of Newport, Rhode Island Felipe was a lead planner for the Newport Comprehensive Plan Update that addressed potential sea level rise, economic diversification, population decline, demographic change, community preservation, infrastructure decay, and public education. There was a significant public outreach component to the update process that helped ensure community buy-in to changes in community plans and goals. Bixby Comprehensive Plan Update | City of Bixby, Oklahoma Felipe was the lead planner for this project, which involved transportation, infrastructure (including technology infrastructure), environmental considerations, parks and open space, economic development, and public engagement. Buckeye General Plan Update | City of Buckeye, Arizona Felipe was a lead planner for this unique planning project for the City of Buckeye. Felipe assisted with the community engagement, which was crucial for achieving buy-in from the public regarding changes and updates to the existing plan and entitled areas. Areas of Expertise Long Range Planning Meeting Facilitation Scenario Planning Transportation Planning Zoning Ordinance Updates Sustainable Planning Policy Public Policy Education B.S. - Regional Development, University of Arizona Professional Registrations / Affiliations American Institute of Certified Planners (AICP) No. 015884 Arizona Chapter of American Planning Association Arizona Planning Association American Planning Association DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 10 Personnel Felipe Zubia, AICP Land Use and Transportation Plan | Jonesboro, Arkansas Principal-in-charge overseeing GIS mapping and scenario planning efforts for the East Arkansas Planning and Development District (EAPDD) HUD Regional Sustainability Planning Grant. EAPDD is a 12-county rural region in eastern Arkansas adjacent to the Mississippi River. Responsible for the project oversight on all aspects of land use and transportation planning, including but not limited to land use, complete streets and healthy communities. Arizona Capitol Governmental Mall Plan | AZ Department of Administration The Arizona Capitol Mall Master Plan is a redevelopment plan to proactively vision, design and implement both direct public and private investment. As Project Manager, Felipe led the team in developing a comprehensive plan includes that addresses land use, zoning density and intensity, urban design, infrastructure analysis, multimodal transportation planning, historic preservation, environmental planning, demographic and economic analysis, as well as legislative, business and market area analysis. Specific Area Plan and Zoning Overlay | Town of Queen Creek, Arizona Queen Creek's zoning ordinance dated to the town’s incorporation and it needed a comprehensive review and modernization. Felipe led the project which was intended to meet several objectives, including integration with and cross-references to the town’s code, subdivision ordinance, residential architectural design standards, engineering design standards, and other land use-related ordinances. The Area Plan and Zoning Overlay reflected changes in state legislation, including Proposition 207, and established new zoning maps to support the new and updated ordinances. Transportation Needs Assessment | El Mirage, Arizona Comprehensive, citywide transportation needs assessment of its residents to develop and analyze existing service levels and coverage. Analysis focused on, current modes of transportation and extent to which each mode is used to access employment, education, health care, recreation, etc.; travel characteristics - age, gender, employment status, mobility accommodations, etc. Globe General Plan Update | City of Globe, Arizona Felipe was principal-in-charge for this award-winning general plan update that included character area planning, goals and strategies, implementation recommendations, and GIS mapping. Glendale General Plan | City of Glendale, Arizona Felipe’s role supporting the project manager in the development of this comprehensive update included land, transportation, and infrastructure planning; environmental resources; economic development; and fiscal assessments. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 11 Matt Schwalb, MA, MSA Deputy Project Manager Economic & Demographic Analysis Task Lead Matt has nine years of professional experience in conducting economic and fiscal impact assessments, real estate pro forma development, focus group facilitation, and survey design, implementation, and analysis. Throughout his professional career, Matt has conducted a wide variety of economic impact assessments ranging from evaluating the impacts of a state’s military footprint to examining the employment, value added, and fiscal impacts associated with the sports tourism industry. His extensive experience with impact assessments gives him a detailed understanding of federal and state-level financial, economic, and demographic data sources. Relevant Experience Luke AFB Growth Management Plan | Glendale, Arizona Matt is providing the Maricopa Association of Governments (MAG) with an assessment of economic and workforce development opportunities available to the communities surrounding Luke AFB. This includes an economic impact analysis of military spending in the area and how that spending is expected to grow with the incoming F-35A mission. Additionally, he is overseeing an analysis of the supply of defense- related talent. Finally, Matt is developing military spending quotients at the zip code level to assist MAG to understand how the region compares with the nation in regard to defense contracts. The outcome of this assessment will be a series of economic and workforce development recommendations that will help the region absorb the expected population increase when implemented. Downtown Master Plan | Fort Walton Beach, Florida As lead economic analyst for the Fort Walton Beach Downtown Redevelopment Master Plan, Matt analyzed market demand for food and beverage, retail, and office product with an emphasis on retail and entertainment options due to the project’s location. To better understand the city’s redevelopment opportunities, Matt calculated the region’s retail pull factor (the degree to which Fort Walton Beach attracts food and beverage and other retail consumption from the surrounding region) and used these patterns to develop supportable retail and entertainment demand (square footages) for the downtown redevelopment area. Using these demand estimates, Matt developed a financial model (pro forma) that estimated the annual financial returns to private-sector developers interested in investing in the city’s redevelopment efforts. A series of redevelopment strategies was provided with all analyses. PuebloPlex Redevelopment Plan | Pueblo, Colorado Utilizing IMPLAN modeling matrices, Matt estimated the annual economic impacts the closure of the Pueblo Chemical Depot and the Pueblo Chemical Agent Destruction Pilot Plant would have on jobs and Gross Regional Product. Additionally, he estimated the impacts of the region’s redevelopment efforts over a 30-year development horizon. Areas of Expertise Economic and Fiscal Impact Assessment Economic Development Financial Modeling Focus Group Facilitation Survey Research Data Analytics Client Management Education M.S.A. – Public Administration, University of West Florida M.A. – Political Science, University of West Florida B.A. – International Relations, University of West Florida Professional Registrations / Affiliations National Association of Business Economists (NABE) Center for Regional Economic Competitiveness (CREC) DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 12 Personnel Matt Schwalb, MA, MSA Michigan Protect and Grow Initiative | Statewide In his role with the Michigan Protect and Grow Initiative, Matt provided annual economic impact estimates associated with Department of Defense (DoD) spending throughout the State of Michigan. These estimates include the total economic impacts (direct, indirect, and induced) associated with DoD and Department of Homeland Security (DHS) funding streams throughout the state, military personnel, veteran and military retiree pension payments, and defense contracts. For each of these annual updates, Matt utilized the REMI PI+ econometric model to simulate each spending flow at the county level. Florida Defense Industry Economic Impact Analysis | Florida Matt led the 2017 update to the Florida Defense Industry Economic Impact Analysis. This study utilized the REMI PI+ econometric model to estimate and forecast the economic impacts of Florida’s Defense Industry. Accompanying this study was the development of the 2017 Florida Defense Factbook, which provided stakeholders across the state with a graphically intense pamphlet presenting study findings at the state, regional, and county levels. Deer Moss Creek Mixed-Use Development | Niceville, Florida Matt provided market analysis and financial modeling for the 1,100-acre Deer Moss Creek mixed-use development in Niceville, Florida. Matt worked closely with the developer and provided absorption forecasts and property valuation estimates for the entire master-planned community. These estimates ultimately fed into the development’s financial model which estimated the net present value and financial return (internal rate of return, cash-on-cash, return-on-equity, and return-on-investment) to the developer and its partners. In addition to the financial model, Matt developed a Tax Increment Financing (TIF) model that projected the increase in property values and the associate tax revenue that would be collected if a TIF district were formed to help with financing the development. Economic Impact Assessments | Nationwide Throughout his professional career, Matt has conducted a wide variety of economic impact assessments ranging from evaluating the impacts of a state’s military footprint to examining the associated employment impacts of military growth. Additionally, Matt is proficient with standard economic input-output models, including REMI PI+, IMPLAN Modeling Software, and RIMMS II multipliers produced by the U.S. Bureau of Economic Analysis. Market Assessment | Edgewood and Harford County, Maryland Matt led the market assessment for residential and commercial product demand throughout the greater Edgewood area. This assessment provided the County with 10-year projections for residential units, as well as retail, office and institutional square footage. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 13 Donald H. Brandes, Jr., PLA Downtown Urban Design Task Lead As a Vice President and the Director of Landscape Architecture and Urban Design for Matrix, Don actively leads all multidisciplinary projects and is responsible for project programming, conceptual planning and design, and final project design review. Don’s planning and design passion continues to focus on urban design, waterfront design, resort and land development, and complex mixed-use downtown development projects. Don is the author of several national and professional articles and publications including Engineering Record, American Society of Landscape Architecture, and Urban Land Institute. His book, Developing Difficult Sites: Solutions for Developers and Builders is published by the National Association of Home Builders (NAHB) in Washington, D.C., and continues to be a reference for builders and developers throughout the U.S. Don has chaired the Urban Land Institute (ULI) Developing Master- Planned Communities Conference and has been a featured speaker at the Pacific Coast Builders Conference (PCBC), Rocky Mountain Land Use Institute (RMLUI), American Society of Landscape Architects (ASLA), and several other national conferences. As a Professional Landscape Architect (PLA) in several states, Don is the recipient of a number of national and state planning and design awards. In addition to his 35 years of professional experience, Don is a member of the American Society of Landscape Architects (ASLA) and the Urban Land Institute (ULI); University of Colorado College of Architecture and Planning (CAP) Advisory Board; Chair of the University of Colorado Design Review Board (DRB); served as an advisory board member for the Colorado Trust for Public Lands (TPL) and has served on the Board of Directors of the Downtown Denver Partnership and several other academic, institutional, and non- profit boards and foundations. Relevant Experience Historic Arkansas Riverwalk of Pueblo, Master Plan Phases 1,2, & 3 | Pueblo, Colorado Don has served as Principal-in-Charge for the lead planning and design firm for the award-winning Historic Arkansas Riverwalk of Pueblo (HARP). The ‘daylighting’ the historic downtown river channel created a vital downtown waterfront destination linking historic and new commercial development through a navigable waterway and taxi system that connects the Pueblo Convention Center and the downtown historic district. Don led community engagement, master planning, and five (5) phases of construction documentation. Areas of Expertise Strategic and Redevelopment Planning Master Planning Project Initiation and Programming Landscape Architecture Urban and Riverfront Design Land Planning Facilitation and Public Involvement Education M.L.A. – Landscape Architecture, University of Colorado at Denver B.S. – Political Science, University of Colorado at Boulder Professional Registrations / Affiliations Arizona Professional Landscape Architect, License No. 52984 Colorado Professional Landscape Architect, License No. 000146 New Mexico Professional Landscape Architect, License No. 34 American Society of Landscape Architects Urban Land Institute Downtown Denver Partnership, Inc. Colorado Trust for Public Land (TPL), Former Board Member University of Colorado – Design Review Board Chair DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 14 Personnel Donald H. Brandes, Jr., PLA Downtown Pueblo Urban Design Framework | Pueblo, Colorado The success of the Downtown Pueblo redevelopment prompted the desire for convention center expansion, additional parking, hotel rooms and consideration of a downtown AAA baseball stadium. Don was Principal in Charge in preparing an urban design framework plan to accommodate new improvements and address existing downtown issues. Plans documenting existing and proposed land use, access and circulation, infrastructure, and drainage and hydrological improvements provided the structure for future development. The framework plan also addressed key circulation connections, including waterfront boat management, drainage and property acquisition strategies. Infinity Park | Glendale, Colorado Don was the principal and main landscape architect for the first municipal international rugby stadium in the United States. Infinity Park includes a 5,000-seat stadium, three event/performance plazas, a state-of- the art sports center, rugby club, U.S. rugby hall of fame, conference center, and park containing a tournament pitch. Surrounded by the City of Denver, Infinity Park draws thousands of people to the area and generates redevelopment opportunities in the immediate vicinity. Plazas have been designed to accommodate a variety of events and performances making the entire facility a flexible civic amenity. Estes Park Downtown & Riverfront | Estes Park, Colorado The Town of Estes Park wished to maintain and increase its ability to provide year-round retail and commercial activity leading to the restoration of the Elkhorn Avenue (US 34) downtown streetscape, and the Big Thompson and Fall River downtown riverfronts. Don was Principal in Charge as the lead planning and design consultant for master planning and preparation of the construction documents for all streetscape and river improvements. Smoky Hill River Downtown Master Plan | Salina, Kansas Don was the principal-in-charge for a long-range, five (5) phase strategy to complete construction of a downtown revitalization project. Phase one public awareness and outreach included project organization and identity, inventory mapping and analysis of existing conditions, a series of stakeholder outreach meetings and presentations, and three public engagement events, spanning five days. The 9-month process included organization of seven committees comprised of 80 active volunteers, 14 civic group presentations, and radio and television broadcast interviews. At public engagement events, an estimated 4,000 citizens participated in informational and interactive exercises to identify preferred uses, activities, and riverfront improvement locations. Over 2,400 individual data inputs were mapped, and 330 detailed questionnaires were completed documenting use patterns, preferences, and overwhelming community support for the project. Relevant and Related Master Planning Projects: ◼ Fort Walton Beach Downtown Master Plan, Fort Walton Beach, Florida ◼ Medford Downtown and Riverfront Master Plan, Medford, Oregon ◼ Sioux Falls Downtown and Riverfront Master Plan, Sioux Falls, South Dakota ◼ McData Corporate Campus Master Plan, Denver, Colorado ◼ Obermeyer Downtown Urban Design, Aspen, Colorado ◼ Solterra Master Planned Community, Lakewood, Colorado ◼ City of Saratoga Downtown Streetscape Master Plan, Saratoga, California ◼ Cherry Creek Entertainment District Master Plan, Glendale, Colorado ◼ Casa Grande Downtown Master Plan, Casa Grande, Arizona ◼ Turlock Downtown Redevelopment Master Plan, Turlock, California ◼ South Quebec Streetscape Master Plan, Denver, Colorado DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 15 Patrick Chelin, PE Infrastructure & Development Task Lead Patrick has 25 years of experience leading multidisciplinary teams on complex development and redevelopment projects. His expertise includes master planning, entitlements, and infra-structure design for multi-year, phased development. Patrick has led the Central Park (formerly Stapleton) Redevelopment project for Matrix since 2003 and has been responsible for more than $150 million of improvements during that time. Patrick is also the program manager for the Sterling Ranch Development, responsible for managing the $1.1 billion of improvements that will be constructed over the next 20 years. Relevant Experience Central Park (formerly Stapleton) Redevelopment, Park Creek Metropolitan District | Denver, Colorado As Deputy Program Manager and Project Manager for infrastructure supporting this mixed-use development, Patrick has been an integral part of the Central Park team since 2003. He leads the infrastructure design for the major filings there as well as the Master Planning and General Development Plan (GDP) preparation for the redevelopment. Patrick has led the efforts on the design and entitlement of 12 filings that include more than $200 million worth of infrastructure at Central Park. North Stapleton GDP IMP 2011 Update and Section 10 GDP IMP | Denver, Colorado Patrick led multidisciplinary teams that included parks designers, traffic engineers, lighting consultants, land planners, and surveyors through the Denver GDP process. He worked extensively to revise unwieldy grading concepts to create a project that now balances North Stapleton and also balances the remainder of Stapleton utilizing export from Section 10. Since the inception of these two plans, Patrick has led the design teams implementing them, completing the North Stapleton portion in 2015 and leading the first design effort in Section 10 currently underway. Sterling Ranch | Douglas County, Colorado Patrick leads the Matrix team that is responsible for the Master Planning and overall project coordination for this 3,400-acre development in northwest Douglas County. The project includes the creation of a Water and Sanitation District with several sanitary lift stations and an interim treatment plant, along with the rehabilitation of an existing treatment facility, a new water treatment facility and associated storage tanks, and a regional stormwater detention (jurisdictional dam) that is combined with raw water storage and rainwater harvesting. Under Patrick’s guidance, Matrix has prepared a phasing plan and cost model for the 20-year program that, with inflation, is valued at more than $1 billion. Areas of Expertise Land Development Site Entitlement Civil Engineering Utility Coordination Design Permit Coordination Transportation Infrastructure Education B.S. - Civil Engineering, University of Washington Professional Registrations / Affiliations Arizona Professional Engineer, License No. 47562 Colorado Professional Engineer, License No. 36448 Washington Professional Engineer, License No. 38306 Wyoming Professional Engineer, License No. 11916 DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 16 Personnel Patrick Chelin, PE Auraria Campus Infrastructure Master Plan | Denver, Colorado Patrick was the Project Engineer for the water infrastructure portion of this 2.5 million-square foot campus. He was responsible for an extensive review of the existing infrastructure and coordination with Denver Water to ensure that proper supply was available as the campus expanded. Baseline Community – Master Plan and Infrastructure Design | Broomfield, Colorado Patrick leads the design team responsible for updating the previously prepared Master Plan to entitle an additional 5,000 units of residential units, on top of the already allowed 4,300 units and 18 million square feet of office/retail/commercial. Matrix also developed a new stream master plan for Preble Creek as well as designed the infrastructure to support 400 units of single family attached/detached units in the West Sheridan neighborhood. As part of this effort, Matrix widened existing Sheridan Boulevard to four lanes and evaluated utilities to ensure they can accommodate future development. Matrix also designed over two miles of off-site sanitary sewer in future development along with designed over one mile of Preble Creek. Holly Park - Thrive | Westminster, Colorado Patrick is the project manager for the 58-unit additional townhomes within the Holly Park Project. To date, Matrix has prepared an Infrastructure Cost Model for both the Thrive scope as well as city scope along with looked at conceptual utility layouts to match the Thrive site plan. Matrix is also providing full engineering design, entitlements through the City of Westminster process, survey, and landscape architecture design to support the 58-unit development. Eastbridge Town Center | Denver, Colorado Patrick is the project manager for infrastructure design for six planned retail buildings. Project included converting an existing roadway from public to private to allow for frequent special events closures and implementing midblock crossings with traffic tables (raised walks) and other traffic calming measures. Steamboat Springs Downtown Streetscape | Denver, Colorado Patrick was the principal-in-charge for the streetscape project of Steamboat Springs that includes Lincoln Avenue (U.S. Highway 40) from 3rd Street to 13th Street as well as Oak Street and Yampa Avenue. Patrick coordinated the public input process and coordination with the City of Steamboat Springs and Colorado Department of Transportation. The project construction documents include grading, drainage, roadway and utility design as well as coordination with the landscape architectural plans. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 17 Chad Daines, AICP Land Use & Zoning Task Lead Chad is a professional planner with over 32 years of city and county planning experience in urban and rural communities with a focus on community planning. Chad’s extensive career has involved wide- ranging experience in the area of zoning code amendments and general planning, specifically in the development of highly complex zoning regulations to implement community policy as expressed in the General Plan for communities. His background affords a strong skill set to critically assess and provide pragmatic, effective new policies and regulations to realize community goals and objectives. Relevant Experience Walton County Comprehensive Plan and Land Development Code | Walton County, Florida Comprehensive amendments to the Comprehensive Plan and Land Development Code to create alignment between the two documents. Included new land use categories and polices, consolidated zoning districts, new permitted use table and definitions section, conditional use permit review criteria and standards and updated development review and approvals procedures. Included rewrite of the Sign Code for Reed v. Town of Gilbert compliance through viewpoint and content neutral sign regulations. Peoria Zoning Code and Subdivision Ordinance Amendments | Peoria, Arizona Comprehensive amendments to the Peoria Zoning and Subdivision Ordinance including procedures, design review, consolidation of zoning districts, signs desert lands conservation, parking, general development standards, permitted use table, definitions and conditional use standards. PuebloPlex Zoning Overlay | Pueblo, Colorado Establishment of new planned area development standards implementing a redevelopment plan for PuebloPlex Depot. Included establishment of zoning districts, land use table, landscaping, general development standards, approval procedures and processes. Included Reed v. Town of Gilbert compliant Sign Code through viewpoint and content neutral sign regulations. Community Development Code | Klamath Falls and Klamath County, Oregon Creation of overlay zoning districts for both the City of Klamath Falls and Klamath County implementing the results of the Kingsley Field Joint land Use Study. The overall established five subzones based on noise, vertical obstruction, safety and clear zones and included modified permitted land use tables from the city zoning code to establish compatible development with the mission of the military installation. Areas of Expertise Comprehensive / Long Range Planning Zoning and Land Development Regulations Community Planning and Visioning Master Planning / Site Planning Public Participation / Stakeholder Facilitation Design Review Joint Land Use Study Implementing Zoning Regulations Education Master of Environmental and Urban Planning, 42 Hours completed (47 required), Arizona State University B.S. - Political Science and Planning, Arizona State University Professional Registrations / Affiliations American Institute of Certified Planners American Planning Association DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 18 Personnel Chad Daines, AICP Maxwell AFB – Gunter Annex Joint Land Use Study | Montgomery, Alabama The Maxwell AFB – Gunter Annex is in south-central Alabama near the City of Montgomery and is the home of 42nd Air Base Wing and Air University, which supports the education for planners and leaders in air and space power for the Air Force. Chad’s work involved the creation of a Military Compatibility Element for the City of Montgomery Comprehensive Plan, establishing policies to ensure sustainability of the mission at Maxwell AFB into the future. Master Plan, City Charter, and Enabling Legislation, Design Guidelines and Zoning Code | Hagåtña, Guam New General Plan providing for revitalization and redevelopment of the historic capital city of Guam. City Charter establishing the structure and functions of the city. Comprehensive amendments to Guam Territorial Law to enable formation of municipality. New hybrid form-based and conventional zoning district structured Zoning Code including form-based districts, development processes, review criteria, appeals, noticing, public participation, signs, parking, landscaping, permitted use table, conditional use standards, costal development standards, definitions and all general development standards. Town of Oro Valley General Plan | Town of Oro Valley, Arizona The Town of Oro Valley is a 45-square mile community on the north side of the Tucson metropolitan area. As a key member of a team which created the new General Plan for the community, Chad contributed to the detailed land use compatibility analysis and policy development. Zoning Code and Subdivision Code Amendments | Town of Oro Valley, Arizona Numerous amendments to the Oro Valley Zoning Code including comprehensive amendments to implement new design review process, design review standards, public art call for artists process, senior care, public participation and environmental sensitive lands. Included Reed v. Town of Gilbert compliant Sign Code re-write. Land Development Code and Subdivision Code Amendments | Yavapai County, Arizona Numerous comprehensive amendments to LDC to implement County General Plan including urban area development standards, floodplain regulations, conservation subdivision design standards and general regulations. Included diverse regulations to reflect urban and rural areas. The 8,600 square mile planning area of Yavapai County includes urban areas such as Prescott and Sedona, and also includes numerous sparsely populated communities in rural areas. Development Services Director | Yavapai County, Arizona Chad served as Development Services Director and Floodplain Administrator for Yavapai County Arizona, a diverse area with rural and urban areas covering 8,600 square miles. Chad led a 60-member team and development and administration of a combined $16.5 million project. He managed local regional planning, transportation coordination, planning research and demographic projections, coordinated the regional Consensus Count, regional environmental services and floodplain management. Planning Manager | City of Peoria, Arizona Chad served as Planning Manager for the City of Peoria, a rapidly growing community in the Phoenix metropolitan area. As a Planning Manager at the City of Peoria, Chad focused on the numerous land use compatibility issues facing a rapidly growing community. During his tenure as Planning Manager, Chad was involved in the systematic revision to the entire zoning ordinance. Notable examples of the vast array of development tools he personally created included a revised design review ordinance, planned community development zoning district, mixed-use development zoning district, desert lands conservation and hillside development. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 19 Janie Hollingsworth, PE Transportation Mobility Task Lead Janie is Matrix’s Director of Traffic Engineering with over 20 years’ experience in traffic engineering and more than 10 years of experience in highway-rail grade crossing safety. Janie holds professional licenses in multiple states and contributes to the development of industry standards as a member of the National Committee on Uniformed Traffic Control Devices. Her career has been punctuated by prominent assignments for traffic planning and highway-rail grade crossing safety that have led to her involvement in numerous complex projects throughout the United States, including extensive work in Texas. She has worked in concert with Class I railroads, transit agencies, national agencies, state DOT departments, and other officials during the design and construction phases of highway projects. Janie has worked closely with Union Pacific Railroad, BNSF Railway, Texas DOT, and numerous agencies in the Dallas and Fort Worth areas to coordinate designs and improve railroad crossing operations. She has conducted several training seminars throughout the United States on industry best practices and standards relating to grade crossing safety. Earlier in her career, Janie held the position of senior traffic engineer with the City and County of Denver and County Traffic Engineer with Indian River County with oversight of plan review of multimillion and multibillion roadway design, commuter-rail/high-speed rail expansion, construction phasing, sign/pavement marking design, and traffic signal design. This unique combination of experience in traffic design of roadways, signals and grade crossings provides agencies unparalleled expertise and guidance throughout the project design. Furthermore, her requisite knowledge of railroad, agency standards and industry best practices allows for a more efficient planning and design process. Relevant Experience BNSF Railway Preemption Program | Texas As former vice president for CTC, Inc., Janie provided the lead oversight of the railroad preemption services for BNSF, including Phase I and II work in Texas. In Phase I, Janie reviewed preemption data collection and recommended modifications at the railroad’s interconnected highway-rail grade crossings. In Phase II, Janie reviewed preemption prioritization and recommended modifications, according to a predetermined matrix approved by the client. She worked in coordination with BNSF Manager of Public Projects, signal design engineers, as well as, local and state agencies throughout both phases of the preemption program. She also provided key geometric roadway design and railroad preemption recommendations for several high crash highway-rail grade crossing locations throughout the United States. Areas of Expertise Strategic Planning Transit Operations Traffic Management Safety & Security Crisis Operations Executive Briefings Traffic Engineering Business Development Event Transportation Management Education B.S. – Civil Engineering, University of Colorado at Denver, 1999 Professional Registrations / Affiliations Texas Registered Professional Engineer, License No. 110570 California Professional Engineer, License No. C85160 Arizona Professional Engineer, License No. 58311 Colorado Professional Engineer, License No. 0038448 Florida Professional Engineer, License No. 74138 DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 20 Personnel Janie Hollingsworth, PE Union Pacific Railroad Preemption (Signal Design Project) | Texas As vice president for CTC, Inc., Janie provided engineering consulting services to UP in all areas related to traffic-signal preemption, highway-rail grade crossing safety, and interconnection for traffic signals adjacent to highway-rail grade crossing warning systems. She reviewed advance preemption times and preemption operations for highway-rail grade crossings proposed for new construction throughout Texas. She worked closely with Texas DOT in conducting on-site inspections and developing reports documenting operational and safety improvements to agencies to enhance the preemption operation and improve safety. LiveNation Toyota Music Factory 2018 | Irving, Texas Provided consulting services in reviewing traffic management plan for venue and made recommendations to improve ride-sourcing operations, directional way-finding signs, and parking operations. Conducted on- site visits during events, reviewed proposed shuttle operation from transit center, employee parking area and private lots to the venue. CEDIA Expo 2016| Dallas, Texas As the majority owner and Chief Executive Officer of Event Transportation Associates, Janie was responsible for development of a temporary transit system for the conference connecting attendees to hotels, event venues and convention center. Janie held oversight of all transportation management plans for shuttle operation and pedestrian connectivity. She provided extensive coordination with convention center, hotel managers, local businesses, City of Dallas and CEDIA event managers to transport thousands of attendees. County Traffic Engineer 2019-2020 | Indian River County, Florida As the County Traffic Engineer, Janie was responsible for review and approval of roadway design, development review plans, construction phasing, traffic signal design, traffic signal timing and sign and pavement marking design. She developed Hurricane Operation Plans for the County to improve safety and operation during mass evacuations. Janie also developed the Traffic Management Center upgrade plans to interconnect 220+ traffic signals to central command center and Emergency Operations Center. Chief Executive Officer of Event Transportation Associates (ETA) 2016-2019 | Nationwide Majority owner of ETA with offices located in Seattle Metro, Denver, Fort Worth, Orlando and Los Angeles. Janie was responsible for all operations and logistics for company. Managed executive team, financials, HR, marketing and business development. Oversight of traffic management plans for high capacity special events nationally and internationally drawing visitors in the millions. Vice President of Engineering for CTC, Inc. 2011-2016 | Fort Worth, Texas Responsibilities included delivering engineering consulting services to public agencies, railroads, and contractors in areas relating to traffic signal preemption, highway-rail grade crossing safety, and interconnection for traffic signals adjacent to highway-rail grade crossings. Completed highway-rail grade crossing safety audits. Supervised and led 1,000+ Class I highway-rail grade crossing / traffic signal inspections and closure studies, ensuring adherence to quality and safety standards. FasTracks Commuter Rail 2009-2011 | Denver, Colorado As a senior traffic engineer with the City and County of Denver, Janie was responsible for review and approval of roadway design, traffic signal design, and sign and pavement marking design for the East Rail Line, a 22.8-mile commuter rail transit corridor expansion. She also reviewed station area developments along the corridor and recommended roadway design modifications to improve pedestrian and traffic operations. Janie played a significant role in obtaining funding and developing a conceptual design of the Peoria grade-separation. Senior Traffic Engineer for the City and County of Denver 1999 -2011 | Denver, Colorado Responsibilities included supervising professional and technical staff, developing and revising city standards for roadways and traffic control devices, designing traffic calming projects, overseeing the city’s 500,000+ signs and pavement markings program, providing plan review of commuter rail and light rail transit plans, designing roadway improvements, creating temporary traffic management plans for construction projects and events, and evaluating traffic simulations models. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 21 Thomas W. Kopf, PLA Parks / Recreation / Open Space Task Lead Tom provides design vision for community design, architecture and landscape architecture for residential and mixed-use communities to create great and livable places. Prior to joining Matrix, Tom was a partner with DTJ Design for 19 years and Founder / Owner of the Design Alliance, Limited. Tom is a nationally recognized speaker and communicator and has spoken for over 30 years at the International Builders Show, PCBC, and ULI, as well as many local associations. Tom has authored numerous articles and is considered a thought leader in the industry. His book, Building Community, published by BuilderBooks is a go-to design book for community developers. In addition to residential community master planning, site planning and landscape architecture, Tom has designed mixed-use town centers, resort communities, urban environments, and parks. His design leadership is focused on creating the places for the events in people’s lives and enhanced real estate value for his clients. He recently led a team that master planned a new town center in Lakeway, Texas and is currently working on a mixed-use urban village near Edmonton, Alberta. Tom has written design guidelines to establish the visual character of place and is part of the Design Review Committee for several of the communities he has designed. Relevant Experience Arizona Government Mall | Phoenix, Arizona Matrix is currently developing a comprehensive to the plan providing the State with planning services including: urban planning, urban design, transportation planning, historic preservation, environmental planning, demographic and economic analysis, legal analysis and business and market area analysis. Tom is providing landscape architecture and urban planning to the project. City Center Specific Plan | Avondale, Arizona Matrix is currently working to develop the Avondale boulevard Specific Area/City Center Plan in order to implement the City Council’s vision for the Boulevard as a premier destination for shopping, restaurants, and entertainment, with exciting missed-use development to include hotels, quality higher-density housing, professional office space, and an atmosphere that is fun, pedestrian-friendly, and conducive to daytime and nighttime activities. Tom is helping to develop the landscape architecture plan. Downtown Master Plan | Fort Walton Beach, Florida Downtown Fort Walton Beach’s existing alignment and increasing traffic volumes of the historic “main street” of the Fort Walton Beach downtown, has shifted the focus from pedestrians to vehicles through this critical commercial corridor which has negatively impacted downtown businesses and minimized redevelopment opportunities. Matrix Design Group was retained by the City to create a visionary and transformative vision of the downtown as a unique, destination-based, entertainment district. Areas of Expertise Community Visioning and Programming Community Master Planning Resort Planning Site Planning Landscape Architecture Architectural Concepts Communication and Entitlements Education B.S. – Landscape Architecture, University of Guelph, Ontario, Canada Professional Registrations / Affiliations Colorado Professional Landscape Architect, License No. 434 American Society of Landscape Architects National Association of Home Builders Prairie Center, Design Review Committee Trinity Commons Housing Corporation Board Member DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 22 Personnel Thomas W. Kopf, PLA Residential Communities ◼ Quigley Canyon, Hailey, Idaho ◼ Kona Ranch, Missoula, Montana ◼ Rehberg Ranch, Billings, Montana ◼ Triple Creek Meadows, Bozeman, Montana ◼ Daly Downs, Hamilton, Montana ◼ Bryce’s Valley, Rifle, Colorado ◼ Salt Creek Ranch, Eagle, Colorado ◼ The Hill, Ft. Collins, Colorado ◼ McKay Landing, Broomfield, Colorado ◼ Mill Creek, Lancaster, Pennsylvania ◼ Walden, Harrisburg, Pennsylvania ◼ Stone Bridge, Gettysburg, Pennsylvania ◼ Prairie Center, Broomfield, Colorado ◼ Anthology, Parker, Colorado ◼ Denver Connection, Denver, Colorado ◼ Edgewood Country Club Concept, Englewood, New Jersey ◼ Windler Homestead, Aurora, Colorado ◼ Domenico Farms, Lafayette, Colorado ◼ Legacy Ridge (various parcels), Westminster, Colorado ◼ Stonehocker Farms, Adams County, Colorado ◼ Headwaters, Forest Lakes, Minnesota ◼ Village at Autumn Lake, Madison, Wisconsin ◼ Vista Ridge, Littleton, Colorado Mixed-Used Communities ◼ Grande Dunes, Myrtle Beach, South Carolina ◼ Midtown, St. Albert, Alberta, Canada ◼ Lakeway City Center, Lakeway, Texas ◼ Jinhai Village Center, Beijing, China Resort Communities (site design, architecture and landscape architecture ◼ St. Antoine, Sun Valley, Idaho ◼ Little Flower Town, Guangzhou, China ◼ Luna Gorda, Texas Gulf Coast ◼ The Park, Abu Dhabi, UAE ◼ Lusail, Doha, Qatar ◼ Yishang Hot Springs Resort, Chongqing, China ◼ Yalikavak Resort Villas, Turkey International Residential and Landscape Architecture ◼ Indahpura-Living in a Garden ◼ Dragon Lake Villas, Guangzhou, China Design Guidelines ◼ Livingston, Calgary, Alberta, Canada ◼ The Wyoming Club ◼ The Hill ◼ Prairie Center ◼ Quigley Canyon, Hailey, Idaho DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 23 Kurt Waldier Downtown Urban Design Parks / Recreation / Open Space Kurt has four years of professional planning experience and has provided technical planning support for a wide range of projects including military compatibility studies, master plans, corridor plans, urban design projects, and public policy. He brings experience and lessons learned from a wide variety of communities across the United States, as well as the U.S. Territory of Guam, ranging from localized specific plans to regional Joint Land Use Studies (JLUS). Relevant Experience Comprehensive Plan Update | Glenview, Illinois Kurt provided planning support for the update to the Village of Glenview’s Comprehensive Plan. As a mature, well-managed community, Glenview was beginning to experience redevelopment pressures. To address this challenge, the process focused on 14 subareas, including downtown, to establish compatibility and site design standards for redevelopment. Marana General Plan Update | Marana, Arizona The Town of Marana is a fast-growing desert community north of Tucson, Arizona. Increased development pressure on undeveloped Sonoran Desert land raised widespread concern for the Town’s landscape and natural environment residents enjoy. To address these concerns, Kurt developed land use policy guidance for cluster development, along with and a graphical representation that illustrates how such standards balance future growth and the sensitive natural environment. District 4 Master Plan | Santa Rosa County, Florida District 4 is a Gulf Coast community in Santa Rosa County, Florida, that is experiencing rapid growth. Kurt was the project lead for this Master Plan and established a vision for future development that balances the needs of current residents, the fragile natural environment, increasing housing demand, and traffic issues. District 4 was divided into seven interrelated character areas to better manage the individual needs in each area. The Heart of Navarre Character Area was designed to be the central hub of the community at the convergence of two major roadways and the gateway to the Gulf of Mexico. To help envision a walkable, mixed-use community in the Heart of Navarre, Kurt developed a three-dimensional massing model video in Google SketchUp that represented the development potential within the Character Area. Bixby Comprehensive Plan Update | Bixby, Oklahoma The City of Bixby is a fast-growing suburb of Tulsa, Oklahoma. The Arkansas River splits the city into two culturally different communities, with the north side relating closer to the urban atmosphere within the City of Tulsa, and the south side retaining its rural heritage. As a result, public input is a critical part of the process to successfully bridge the two communities together. Kurt has provided technical planning support for this project, including facilitating four public meetings. Areas of Expertise Military Compatibility Planning Sustainability Planning General / Comprehensive Planning Zoning Ordnance Updates Public Policy Neighborhood Planning Land Use Planning Master Planning Urban Design Education M.S. – Urban Design, Ball State University B.S. – Urban Planning, Ball State University Professional Registrations / Affiliations Arizona Chapter of American Planning Association American Planning Association DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 24 Personnel Kurt Waldier Walton County Comprehensive Plan and Land Development Code Update | Walton County, Florida Walton County had inconsistencies with its Comprehensive Plan and Land Development Code that made development difficult within the County. Kurt utilized a system approach while working closely with the county and public to resolve these issues between the two regulating documents. Once the Comprehensive Plan and Land Development Code were updated with consistent regulations, the documents were reorganized to enhance ease of use. Fort Sill JLUS | Lawton, Oklahoma Kurt served as the lead planner on the Fort Sill JLUS. Fort Sill is a multifaceted military training center for heavy field artillery and air defense artillery, as well as aerial bombing training in coordination with other nearby installations—Altus AFB, Vance AFB, and Sheppard AFB. Locally, noise and vibration from large munitions were the primary concerns for nearby residents. Regionally, Fort Sill’s primary concern was the siting of vertical obstructions impacting airspace and military training routes between Fort Sill and the other nearby installations. The Fort Sill JLUS identifies and addresses both the local concerns between Fort Sill and its neighbors, as well as the regional concerns of protecting military training routes by working collaboratively with Altus AFB, Vance AFB, Sheppard AFB, and other partners. Maxwell AFB JLUS Implementation | Montgomery, Alabama Upon completing a JLUS for Maxwell AFB, Matrix worked with the City of Montgomery to implement six key implementation items: memoranda of agreement, a military compatibility element, zoning ordinance amendments, 3D imaginary surface modeling, a vertical obstructions assessment tool training guide, and informational brochures for the military compatibility areas recommended in the JLUS. Kurt drafted memoranda of agreement between Maxwell AFB and the City of Montgomery, as well as six other surrounding communities and assisted with the other project tasks. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 25 Charles D. Perham Community Outreach Charlie Perham is a Vice President and the Director of Government Consulting Services for Matrix Design Group. He is a distinguished senior leader with 27 years of progressive responsibility and leading diverse teams providing consulting support to states and defense communities. He has extensive experience with the military, public and stakeholder engagement, group facilitation, and developing partnerships. Charlie has served as the principal-in-charge for numerous, complex, multi-discipline programs. His 23 years of military experience culminated with installation leadership responsibility for Nellis Air Force Base, Nevada. In that capacity he provided installation support to the 2.9 million-acre Nevada Test and Training Range and prepared the installation for a $2 billion construction bed down for the F-35 Joint Strike Fighter. He has extensive experience developing strategy and policy and working enterprise-level issues for Department of Defense and other federal agencies. Relevant Experience State-level Analysis and Advocacy Charlie has supported the Commonwealth of Virginia and the State of Michigan in conducting robust SWOT analyses, culminating in strategic plans and recommendations to protect and grow the existing military missions of the states. He is currently leading subsequent efforts to implement the recommendations from the strategic plans. Additional experience in this arena includes supporting Arkansas and North Carolina with similar efforts. Economic Development Charlie has extensive experience helping defense communities with economic development. This includes assisting communities that experience growth or loss of personnel, understanding the economic impacts of the defense industry on a region or state, and preparing and advancing business retention and expansion programs. Public/Public and Public Private (P4) Partnerships Charlie provides consulting expertise to numerous installations and communities in the P4 arena. He has helped active military installations from all services. During his time at Nellis Air Force Base, Nevada, Charlie spearheaded a 17 MW solar array, which at the time was the largest DoD solar energy generation facility on an active installation, via public-public partnerships, resulting in net-zero daytime energy use. He also championed an on-base charter school from ground-up construction bringing higher quality education to a community in need. Strategic Planning Charlie provides consulting expertise to numerous clients across the spectrum of strategic planning. His experience includes state-level strategic plans, strategic plans for state Air National Guard organizations and strategic plans for military support organizations. Areas of Expertise Public / Private Partnerships Facilitation and Public Engagement Strategic and Master Planning Base Realignment and Closure (BRAC) Program Management Client Relationship Management Military Construction Education M.S. - National Security, National Defense University, Washington, DC Legislative Fellowship, Georgetown University, Washington, DC M.S. - Military Operations, Air University, Montgomery, AL M.S. - Engineering and Environmental Management, Air Force Institute of Technology, Dayton, OH B.S. - Civil Engineering, University of New Hampshire, Durham, NH Professional Registrations / Affiliations Society of American Military Engineers (SAME) Association of Defense Communities (ADC) DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 26 Personnel Charles D. Perham Community Impacts Associated with Army Personnel Reductions Charlie supports both the Fort Benning and Fort Riley surrounding communities to assess the economic impacts associated with Army personnel reductions. He helps these communities prepare for the changes through a coordinated approach that involves regional, county, community and installation leaders in planning and implementing loss management actions that address all aspects of economic and community planning. Joint Land Use Studies Charlie served as the Base Civil Engineer (BCE) at Davis Monthan Air Force Base in Tucson, Arizona and as the Mission Support Group Commander (the BCE’s boss) at Nellis Air Force Base. He was integral to each installation’s efforts to ensure compatible development via Joint Land Use Studies. Additionally, since joining the private sector he has worked on Joint Land Use Studies supporting Matrix efforts to assist states and communities. His experience makes a difference. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 27 Aaron Sutherlin, PE Infrastructure & Development Aaron has more than 17 years of experience in water resources engineering. He provides extensive knowledge in design and construction working with open channels, riparian corridors and infrastructure protection. He has completed dozens of projects across the country working with numerous local, state, and federal agencies, as well as a variety of private landowners and nonprofit organizations. Aaron was the lead engineer in design and construction of approximately three miles of stone riprap breakwater structure along the Gulf Intracoastal Waterway in Port Arthur, Texas. Relevant Experience Monument Branch Channel Restoration City of Colorado Springs | Colorado Springs, CO As project manager for a 1,300-foot project reach of Monument Branch between I-25 and Voyager Parkway, Aaron helped develop improvements that provide utility infrastructure protection, channel stabilization, and riparian habitat restoration. Project elements included sculpted concrete hydraulic drop structures, a constructed riffle, and a reconfiguration of the existing channel and adjacent floodplain. Monument Creek Stream Stabilization Upstream of Pikeview, Colorado Springs Utilities | Colorado Springs, Colorado Aaron was the project manager for the project reach of Monument Creek beginning on the upstream end at the approximate intersection of northbound Interstate Highway 25 and ending downstream approximately 4,450 feet at the Pikeview Diversion. Project objectives included utility infrastructure protection, aquatic and terrestrial habitat enhancements, erosion reduction and corresponding downstream sediment supply, and providing opportunities to enhance City of Colorado Springs MS4 compliance. The design approach combined both conventional and natural channel design methods. State Highway 47 Bank Restoration, Fountain Creek Watershed, Flood Control, and Greenway District | Pueblo, Colorado Aaron was the project manager for 4,000-foot reach of Fountain Creek at SH 47 in Pueblo. The design approach included a stable meander planform, profile and channel geometry, as well as riprap bend and scour protection. Extensive floodplain revegetation was included with the design including approximately 9 acres of erosion control fabric and riparian seeding, and planting of over 35,000 willow and cottonwood trees. Compartment 9 & 18 Breakwater, Texas Parks and Wildlife Department - JD Murphree Wildlife Management Area | Port Arthur, Texas Aaron was the lead engineer in design and construction of approximately three miles of stone riprap breakwater structure along the Gulf Intracoastal Waterway in order to provide shoreline erosion protection. The project protects thousands of acres of historic freshwater and brackish marsh from excessive saltwater exposure associated with continued erosion along the GIWW. Areas of Expertise Stream Restoration Design Geomorphology Treatment Wetland and Ecosystem Restoration Design Stormwater Modeling Stormwater Management Environmental Permitting and Compliance Bathymetric and Topographic Surveying Education Wildland Hydrology Level I - IV Graduate Certificate in Stream Restoration, University of Washington at Seattle, 2011 B.S. – Biological Systems Engineering, Texas A&M University, 2002 Professional Registrations / Affiliations Texas Professional Engineer License No. 109370 Colorado Professional Engineer License No. 50947 Oregon Professional Engineer License No. 78501 Oklahoma Professional Engineer License No. 25922 New Mexico Professional Engineer License No. 22208 DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 28 Personnel Aaron Sutherlin, PE Masciantonio Trust Bank Restoration, Fountain Creek Watershed, Flood Control, and Greenway District | Pueblo County, Colorado Project Manager for 1,500-foot reach of Fountain Creek approximately 4 miles south of the El Paso County line. The design approach included placing in-channel diversion structures (bendway weirs) along an outside bend of Fountain Creek. The structures function to divert high channel velocities and associated shear stresses away from the highly eroding bank. Design elements included constructing a bankfull bench along the toe of the eroding bank and implementing a robust revegetation plan. Chuckwagon Channel Design Services (EWP Project), City of Colorado Springs | Colorado Springs, Colorado Project Manager for engineering design and construction management of natural channel and site development modifications in the upper reaches of the South Douglas watershed within and adjacent to the boundaries of the Flying W Ranch. Project addressed channel instability and deterioration caused by the 2012 Waldo Canyon Fire. Natural channel design elements were utilized to stabilize both single and multithread channels. Drainage infrastructure was installed to convey runoff through the impending site development. The design included a water quality pond, and corresponding hydraulic structures. North Douglas Creek Restoration, Flying W Ranch | Colorado Springs, Colorado Project Manager for 3,300-foot NRCS EWP-funded project reach of North Douglas Creek within the boundaries of the Flying W Ranch. The Project focused on restoring the degraded creek by utilizing natural channel restoration techniques including rock cross-vanes and rock sills. The finished design included a large sediment capture basin and alluvial fan to encourage a multi-thread channel and subsequent sediment deposition. Downstream, the channel was converted to single-thread and boulder cross-vanes were installed to maintain grade control. The Project was part of a post-fire mitigation effort, aimed at reducing sediment flows within Colorado Springs and the Monument Creek Watershed. Fountain Creek Realignment - Colorado Springs Utilities SDS | Colorado Springs, Colorado Project management duties included design and construction support for approximately ½-mile of natural channel restoration upstream of Old Pueblo Road. The design approach included implementing natural channel design techniques such as restoring the bankfull channel, connecting the bankfull channel to the adjacent floodplain, utilizing vegetation and biodegradable materials for stabilization, and using mild sloping riffle structures to provide grade control. Additional, riprap toe protection was design on the outside bend of the bankfull channel to provide additional protection in this extreme hydraulic environment. Valle de Oro NWR Urban Refuge Site Plan, U.S. Fish and Wildlife Service – Valle de Oro National Wildlife Refuge | Albuquerque, New Mexico Lead engineer in design of urban refuge habitat and interpretive components for proposed National Wildlife Refuge in Albuquerque. Project utilized ground and surface water delivery to manage wetland areas adjacent to the Rio Grande River. Preble’s Meadow Jumping Mouse Habitat Restoration – Center for Environmental Management of Military Lands, US Air Force Academy | Colorado Springs, Colorado Project management duties include design and construction support for three sites located within the US Air Force Academy. Design elements address channel instability, primarily bed and back erosion by implementing grade control structures and robust wetland/riparian revegetation efforts within and adjacent to Black Forest Creek Middle Tributary Black Forest Creek (main stem). The first of the three projects is scheduled for construction completion in spring 2017. Multiple 2015 EWP Projects – City of Manitou Springs | Manitou Springs, Colorado Project Manager for three Emergency Watershed Protection Design/Build projects: Mesa Tank Slope Stabilization, Timberline Baptist Church, and Beckers Lane Channel Stabilization. Engineering services included design of drainage structures, slope stabilization measures, retaining wall, and channel grade stabilization, as well as construction oversite. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 29 Patrick Small, AICP Land Use & Zoning Patrick Small brings more than 20 years of professional experience nationwide encompassing communities, local government, federal agency, and military planning for both the public and private sectors, giving him a unique understanding of community and military operations and needs. He has worked for municipal and county governments and with state agencies on land use and long-range planning and he has authored comprehensive plans and land development regulations. In a project management role, Patrick builds enduring collaborative relationships among divergent stakeholder groups resulting in consensus-based solutions to compatibility and land use challenges. Relevant Experience Innovation Zoning District Code | Newport, Rhode Island Patrick was the Project Manager on the new Innovation Zoning District to implement the economic goals of the city’s Comprehensive Plan. The Innovation District promotes mixed uses and high technologies with connected assets, improved mobility, and development and resilience opportunities, to produce value from innovation, engagement, and investment. San Antonio Compatibility Study | San Antonio, Texas Patrick was a task lead for this study, which was divided into three study areas around several of the military installation in the San Antonio area. The primary issues analyzed for this study included runway safety zones that extended over-populated areas, noise contours impacting local communities, vertical obstruction hazards, and communication processes between local jurisdictions and the military. Santa Rosa County District 4 Master Plan | Santa Rosa County, Florida Patrick served as the Deputy Project Manager on the Santa Rosa County, Florida, District 4 Master Plan project to manage future growth, attract high quality businesses and jobs, protect natural resources, promote high quality design of public spaces, provide for parks and schools, and maintain public safety and municipal services for this bedroom community covering 27 square miles. The Master Plan is a roadmap for growth and development through land use recommendations and an overlay district with an emphasis on land use, housing, transportation and circulation, open space, and economic incentives. Comprehensive Plan & Land Development Code Update | Walton County, Florida Patrick was the Project Manager on the update to the county’s Comprehensive Plan and development of their first ever Zoning Code. The project used innovative public outreach methods to identify areas of concern and focused on updating the antiquated Comprehensive Plan, which was largely regulatory in nature, and aligning the Land Development Code, which had decades of piecemeal updates, with the newly updated Comprehensive Plan. Areas of Expertise Military Compatibility Planning Land Use Planning Long-Range Planning Land Development Regulations Military / Federal Planning Community Planning and Visioning Public Participation / Stakeholder Facilitation Education MEDes – Master of Environmental Design (Planning and Urban Design), University of Calgary B.S. – Urban Studies, University of Minnesota B.A. – Urban Studies, University of Winnipeg Professional Registrations / Affiliations American Institute of Certified Planners American Planning Association - National Capital Region DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 30 Personnel Patrick Small, AICP Interstate-95 Area Land Use Plan | City of Aberdeen, Maryland Patrick was the Project Manager leading a multidisciplinary team to complete a Master Plan and Land Use Study for three planning areas totaling over 1,100 acres adjacent to the I-95 corridor. In preparing the Master Plan, Matrix provide recommendations for the Planning Area boundaries; developed land use and future land use categories, building and site development standards, and street circulation, pedestrian pathways, parks and building form; and provided an implementation plan with goals, policies and strategies to incentive development. Execution included as assessment of marketing tools for business attraction, providing opportunities for “gateway” improvements into the City, and incorporating public input and participation to establish a vision and participate in the master planning process. Statewide Process to Mitigate the Adverse Effects of Energy Production to Military Operations in New Mexico | New Mexico Patrick is currently serving as the deputy project manager for this project. The purpose of the project is to assess and address alternative energy and energy transmission impacts to military and air operations across the state. Alternative energy development in New Mexico has generated concerns for potential impacts to military installations. As part of this project, Matrix has been working with the state and local communities to review state legislation and permitting processes for energy projects, conduct comprehensive reviews of county and municipal ordinances, and review state, county and local permitting processes for energy development in New Mexico and surrounding states to see how they can be integrated for maximum benefit to all parties. Matrix is also conducting a comprehensive review of current and planned renewable energy projects and transmission lines in New Mexico. The primary outcome of this project is the development of a Web-Based Renewable Energy Tool for the entire State of New Mexico that developers, communities, and the military can use to identify locations where proposed alternative energy projects may impact military operations. PuebloPlex Redevelopment Plan | Pueblo, Colorado Patrick helped to lead a multidisciplinary team to assist PuebloPlex with the redevelopment of 15,847 acres of federal property which was excessed under BRAC. This former chemical munition production and storage site includes approximately five million square feet of buildings and bunkers, 150 miles of roadway, 46 miles of rail infrastructure, and various utilities. The Redevelopment Plan strikes a balance among the homeless population, economic, and community development needs. In preparing an effective and implementable redevelopment plan, the Matrix team evaluated and considered existing market and economic conditions, land use planning, infrastructure, environmental, and other local issues. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 31 Marcela Mora-Yatko Transportation Mobility Marcela has four years of experience as a planner, working on a diverse array of projects, including compatibility and community planning projects. Marcela is a vital team member, combining planning and community outreach with data analysis and writing. Through her project involvement, she brings experience and lessons learned from a wide variety of communities across the United States. Relevant Experience Glenview Comprehensive Plan Update | Glenview, Illinois Marcela provided planning support for the update to the Village of Glenview’s Comprehensive Plan. As a mature, well-managed community, Glenview was beginning to experience redevelopment pressures. To address this challenge, the process focused on 14 subareas, including downtown, to establish compatibility and site design standards for redevelopment. Buckeye General Plan Update | Buckeye, Arizona The Buckeye General Plan set a framework for the future growth in Buckeye for the year 2040. The plan took into consideration future population growth, existing zoning, and other land use-related factors to create a vision for the future of the city, which included future land uses, transportation and circulation, the natural environment, and economic development. Marcela was extensively involved in public outreach, including preparing for and facilitating public workshops and stakeholder meetings. She regularly met and interacted with stakeholders, to garner public input, which was analyzed and incorporated into the General Plan policies, implementation actions, and future land use mapping. Peoria General Plan Update | Peoria, Arizona The Peoria General Plan is being developed to accommodate emerging development trends and population growth throughout the city, and guide decisions related to land use, public services, infrastructure, and resource management. During the General Plan update process, Marcela has been involved in public outreach, including preparing for and facilitating public workshops and open houses, and preparing outreach materials to post on various forums, such as the online project website. The feedback received from the public and other stakeholders has been used to draft the goals, policies, and implementation tasks in the General Plan. Hagåtña Design Guidelines | Hagåtña, Guam The Hagåtña Design Guidelines establish development requirements in support of the vision for future development as envisioned in the Hagåtña Master Plan. Marcela assisted with the research and development of the design guideline recommendations, which included recommendations for public spaces, architectural design, site design, and signage. The recommendations in the Design Guidelines were developed based on historic, cultural, and social assets, and are consistent with the Hagåtña Zoning Code. Areas of Expertise Military Compatibility Planning Land Use Planning Community Planning Public Outreach / Engagement Transportation Planning General / Comprehensive Planning Master Planning Strategic Planning Education B.A – Urban Planning, Arizona State University B.A. – Sustainability, Arizona State University Professional Registrations / Affiliations Arizona Chapter of American Planning Association American Planning Association DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 32 Personnel Marcela Mora-Yatko Travis AFB JLUS | California Marcela aided in the development of the Travis AFB JLUS in central California. Although alternative energy development was a key focus of the JLUS, the communities immediately surrounding Travis AFB, including Solano County, have implemented measures to limit future wind energy development due to its impacts to Travis AFB’s missions. There is an existing large wind energy facility south of the installation, which Travis AFB has developed workarounds to manage the impacts associated with radar interference. The JLUS provided additional recommendations to coordinate with neighboring counties to manage wind energy development on a regional scale. Keesler AFB JLUS | Mississippi Marcela was a planner that addressed issues related to the mission at Keesler AFB on the coast of Mississippi. Due to the location of the military installation in an urbanized area, part of the process for this JLUS was to evaluate existing and future land uses, derived from jurisdictional comprehensive plans, to determine incompatible land uses within safety zones and noise zones. Through this evaluation, strategies were developed to mitigate future incompatible land uses in these areas. Ellsworth AFB JLUS | South Dakota Marcela was a planner on the Ellsworth AFB JLUS, which comprises facilities of more than 6,000 acres. The JLUS was developed to address encroachment issues related to alternative energy development, vertical obstructions, land use, safety, and noise among other factors. The JLUS sought to encourage cooperative land use planning surrounding the installation to sustain the military mission. Vance AFB JLUS | Enid, Oklahoma Marcela was a planner on the Vance AFB JLUS to address encroachment issues related to alternative energy development, frequency spectrum impacts, land use, and critical habitats, among other factors. In partnership with the community, the project for the installation, which comprises 3,188 acres between Vance AFB proper and Kegelman Air Force Auxiliary Field, is addressing the land use challenges between the community and the needs of Vance AFB to maintain the mission DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 33 Stephen Werner Economic & Demographic Analysis Stephen brings more than eight years of experience in economic development with a focus on real estate market studies, economic impact assessments and fiscal impact analysis. He has completed numerous real estate market studies, financial feasibility studies, redevelopment plans, and economic impact assessments. He has also specialized in the analysis of development trends, re- development projects, economic development partnerships and strategies for planning and redevelopment projects for local, state, and defense communities. Stephen’s key skills are based on a foundation of comprehensive research and analysis. He brings to every project his critical thinking and problem-solving talents that generate creative solution sets. Relevant Experience Santa Rosa County District 4 Master Plan | Florida Stephen was an Economic Analyst on the Santa Rosa County District 4 Master Plan. He assisted in creating a Master Plan with the Development Services Department of Santa Rosa County. Together the Matrix Team collected and analyzed primary source data from Santa Rosa County and secondary source data from other organizations relevant to the Navarre, Florida area. Redevelopment Analysis | Mesa, Arizona Stephen was charged with evaluating two potential redevelopment areas in proximity to downtown Mesa. The focus was two-fold: first, to assist with evaluating the characteristics of individual properties for determining blight conditions; and second, to evaluate the potential impacts of redevelopment, including overall cost, changes in tax base, job creation, and other key metrics. Abilene Compatibility Study | Abilene, Texas Stephen served as the Economic Analyst on this community-based project that showed urban development in the area around an Air Force Base that required limiting future impacts. Stephen developed the economic analysis for the compatibility study that identified new areas of which supported both economic development and preservation of military missions. San Antonio Compatibility Study | San Antonio, Texas Dealt with the need to preserve and maintain training operations and future growth. Stephen developed economic baselines for the surrounding communities that presented areas of potential economic development and the impacts of development areas near the installation. Stephen was an influential component in the coordination between the communities and the military to create formal processes. Redevelopment Plan | PuebloPlex, Colorado Utilizing IMPLAN modeling matrices, Stephen assisted in estimating the annual economic impacts to jobs and Gross Regional Product associated with the closure of the Pueblo Chemical Depot and the Pueblo Chemical Agent Destruction Pilot Plant. Additionally, the impacts of the region’s redevelopment efforts were estimated over a 30-year development horizon. Areas of Expertise Economic Modeling and Simulation Fiscal Impact Assessment Real Estate Market Assessment Financial Feasibility Redevelopment Analysis Economic Diversification Business Performa Data Analytics Education B.S. - Economics, Arizona State University Professional Registrations / Affiliations American Planning Association National Association of Business Economics DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 34 Personnel Stephen Werner Guam Fiscal Impact Analysis | Guam Stephen facilitated the evaluation of the Government of Guam’s ability to effectively provide government services, programs, and facilities for the people of Guam; determine fiscal impact of the buildup on Guam and developed strategies to address buildup-related budget shortfalls utilizing economic modeling and fiscal analysis. Economic Study | Hampden-Mechanicsburg, Pennsylvania Stephen assisted with assessing local and federal data which served as the foundation for developing a baseline economic impact analysis focusing on current, future, direct, and indirect impacts within the Study Area localities. Risk Assessment of Commonwealth of Virginia Defense Communities | Virginia As part of this statewide initiative to assess Virginia’s military installations, Stephen assisted in providing comprehensive estimates as to the fiscal implications of eliminating the income tax on military pension payments for the Commonwealth’s Retired Military Service Personnel population. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 PROPOSAL Project Experience DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 35 Project Experience Comprehensive plans must identify and embrace each community’s vision, principles, and ideals for the future. It is not enough to simply prepare a plan and expect that it will be achieved on its own. Developing a plan requires extensive outreach to, and input from, a broad cross-section of residents, businesses, community organizations, and other stakeholders. Matrix brings extensive experience in the development of land use studies and plans for cities and counties around the United States. From rural towns and counties to large metropolitan areas, our planners have worked on the blueprints used to guide community growth and resource management decisions. Having worked on land use studies and plans for smaller communities across the United States, we can leverage our experience to bring innovative ideas and best practices to suit the needs of Denton and its citizens. Some of the successful comprehensive and general plan projects we have conducted are described below. Reference information for the Santa Rosa, Newport, and Buckeye projects is included in the bid invitation form submitted separately. Southside Community Specific Plan, Flagstaff, Arizona The Flagstaff Southside is a historic, culturally diverse neighborhood in central Flagstaff that is experiencing development pressure as Northern Arizona University continues to expand, encroaching into nearby areas and impacting the affordable housing market. Matrix assessed the local housing market and developed a community-specific outreach plan to better understand the difficult challenges the Southside and other neighborhoods have faced throughout Flagstaff’s history, current views of those trends and events, existing relationships with local government, and residents’ goals moving forward. The Team leveraged traditional stakeholder interviews; on-the-street, “pop-up” engagement opportunities; storytelling events; and interactive workshops to connect with and gain insight from community members, city leaders, local developers, and non-profit organizations. Our approach and the continual re-evaluation and adjustment of methods throughout the life of the project has helped city leaders to rebuild community trust and provided Flagstaff with a better understanding of housing issues and strategies for mitigating them. This project was recently recognized by the International Association of Public Participation (iap2), receiving the 2020 International Award for public engagement. Please find project reference in this proposal. https://tinyurl.com/FlagstaffSouthside DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 36 Project Experience Make Marana 2040 General Plan Update, Marana, Arizona The Make Marana 2040 General Plan is a comprehensive, broad-range plan developed by Matrix Design Group for the Town of Marana, Arizona, a destination suburb of Tucson and home of the Ritz-Carlton Dove Mountain 5-start resort. With the increasing need to accommodate rapid population and economic growth while accounting for environmental resources and the vitality of the community, a general plan update became a top priority. Matrix evaluated and assisted Marana through future land use analysis, with plans for prospective development, allowing new investment to align with current values and goals through the development of a 5-year implementation strategy that closely aligned with the community Capital Improvement Plan and City-wide budget. The residents of Marana had an important role in developing the plan, and their input throughout the process was extensive and ongoing. Three public workshops, two open houses, surveys, and other community events were held throughout the span of the project. Community members, town staff, the town planning commission, town council, a plan advisory committee, The Marana Citizens’ Forum, and other focus groups were involved continuously in crafting the plan. Throughout all these initiatives, the general plan update focused on goals and policies that create a town which the citizens of Marana can be proud to call home, while being economically sound for all. Efforts to support and maintain arts and culture, recreation, public safety, and conservation continue to uphold Marana’s identity as a well-rounded town with a lot to offer. Please find project reference in this proposal. Newport Comprehensive Plan, Rhode Island The City of Newport, RI covers an area of approximately 11.5 square miles with a relatively small permanent population and robust tourism, around 3.5 million visitors annually. Matrix community planners updated the City of Newport’s Comprehensive Plan with an eye to addressing potential sea level rise, diversifying the economy, the declining population, changing demographics, community preservation, aging infrastructure, and public education. The State of Rhode Island has implemented a system of planning that closely ties state, regional, and local policies and goals together to create a comprehensive, long-range program. The system has been in place since 1988, and helps avoid or mitigate conflicting actions, helps citizens prioritize funding, and generally enhances the population’s ability to accomplish common objectives. The multi-faceted update to the Comprehensive Plan was intended to guide the City through the next twenty years, managing land use and housing, maintaining a healthy and vibrant community, and addressing sustainable systems and stewardship of resources. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 37 Public outreach was a significant factor in the planning process. It included three public workshops and a community forum, as well as stakeholder interviews and meetings with City Council and various Newport committees and planning boards. The City also made use of a project website, eBlasts, and media outreach. City of Bixby Comprehensive Plan, Oklahoma The City of Bixby, located south of Tulsa, Oklahoma, enjoys the proximity of being near the “Big City” in the metropolitan area of Tulsa and adjacent to small town communities. The city is also blessed with natural and historic resources and has many opportunities for growth and economic development. It is an area of diverse landscapes, consisting of open spaces and agriculture throughout the city, growing urban areas in and near downtown and the center of the city, and the Arkansas River that traverses the city and provides numerous opportunities for riverfront development and recreational amenities. The Comprehensive Plan provided strategies to build upon these assets with development strategies protecting sensitive areas while guiding growth to appropriate areas through infrastructure investment. The Plan was also updated to be easier to understand and implement. It is made up of five chapters with three themes grouped by similar topic areas, or “elements,” to aid the reader’s understanding and the City’s implementation. The elements within each theme provide goals and policies that guide future growth and development. The Comprehensive Plan received wide-ranging support from citizens and the development community and unanimous support from appointed and elected officials. City of Buckeye General Plan Update, Arizona The City of Buckeye General Plan update was ratified by voters in August 2018. At 592 square miles, Buckeye has the largest Municipal Planning Area (MPA) in Maricopa County with much of this land area previously entitled. One of the challenges addressed as part of this update was the engagement and buy-in of the landowners and developers of previously entitled land while ensuring that long-term fiscal impacts to the City were properly mitigated and assessed fairly on new development as well as existing residents. Matrix used innovative community engagement techniques such as sMap and CommunityViz to help identify issues and opportunities. Buckeye’s major challenges have involved economic development, accommodating major transportation corridors, water supply, and un-focused development. The General Plan Update project involved extensive public outreach, visioning and alternatives planning, existing entitlement review, existing conditions assessment and report, and scenario planning. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 38 Project Experience Santa Rosa County District 4 Master Plan, Florida Matrix created a Master Plan for Santa Rosa County’s District 4, which includes Navarre, an unincorporated community in the county. The Matrix Team collected and analyzed primary source data from Santa Rosa County and secondary source data from other organizations relevant to the Navarre area. Navarre (population 35,378) is located in the northwest Florida Panhandle on the eastern end of a peninsula created by Santa Rosa Sound, East Bay, East Bay River and Pensacola Bay. It is a bedroom community for mostly U.S. military personnel, federal civil servants, local population, retirees and defense contractors. Due to its proximity to Navarre Beach (population 1,079) and its four miles of beach front on the Gulf of Mexico as well as the Gulf Islands National Seashore, it has a small but growing community of nature enthusiasts and tourists. Santa Rosa County is also well known as a family-friendly destination. Beginning with a comprehensive assessment of the County’s current plan and existing conditions, the Master Plan addressed all aspects of development within District 4, including architectural standards, densities and intensity, signage, parking, public uses, open space, and gateway enhancement. Additionally, we collected data related to transportation, streets, existing roadway right-of-way, traffic count data, information from the Santa Rosa Code, Northwest Florida Regional TPO, and County Long-Range Transportation Plan. Other factors considered in this Master Plan included historical structures and area history, including architectural and thematic elements that were used in the Master Plan, a visual survey of the surrounding area’s aesthetics and character, existing or proposed County-sponsored projects or private developments, population demographic data, housing data, economic data and incentive programs. We also addressed environmental issues and constraints, parcel boundary maps and deed restrictions on properties. We also utilized GIS data from Santa Rosa County. Matrix initiated a public participation program, to include stakeholder and public involvement through creating awareness by advertising the project and gaining hands-on public input. Matrix developed three conceptual land use alternatives for District 4. The alternatives were based on the result of the County staff charrette and the public input provided during public workshops. Each alternative depicts land uses including housing density and types, by acreage, building heights, estimated building square footage, and vehicular and pedestrian circulation. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 PROPOSAL Approach and Scope DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 39 Approach and Scope Project Understanding As a fast-growing community, Denton is beginning to feel the strain on City infrastructure and services. Since this growth pressure is projected to continue into the future, it is important to understand how growth is affecting the quality of life of Denton residents. Measuring multiple dimensions of quality of life is indispensable when determining long term sustainability of intensive development within the City of Denton. Adopted in 2015, the City’s Comprehensive Plan, Denton Plan 2030, provides a broad and thorough roadmap for growth and development. This 5-year assessment will allow the City to not only evaluate the progress towards reaching the plan’s goals, but will also give the City the opportunity to develop an objective and outcome-based measurement of the plan and develop a longer-term benchmarking system for understanding how quality of life is affected by development. This proposal describes the methodology that will be used to establish the evaluation framework and to calculate baseline sustainability indicators to evaluate the plan as well as indicators that can be used on an annual basis going forward. We provide an overview of the process for selecting indicators and their respective targets. Then we provide a description of specific indicator data sources, assumptions, and calculations. Quality Assurance / Quality Control To ensure that all community input is properly documented and considered and, just as important, to ensure that all statutory requirements are met, Matrix maintains a comprehensive and detailed Quality Assurance/Quality Control (QA/QC) process. The quality of our work is something that Matrix holds to be of paramount importance. Our reputation and success as a firm depend upon it. Matrix’s Project Director will serve as the quality control manager for the work under this contract. The Project Manager works with all team members to prepare a project Quality Assurance Plan (QAP) that highlights the processes and tools to be used and identifies the milestone reviews and design review procedures that will take place during the project. Quality control procedures include checklists that are marked during the review, and then checked as the revisions are made to address anything that requires attention. Reports, plans, narrative documents, exhibits, etc. are all reviewed and redlined using an appropriate review checklist as a guide in addition to the professional expertise of the reviewer. The redline document is used while the revisions are made, and then the redlines are highlighted as the specific corrections are completed. The Project Manager will be the single point of contact for all parties involved with the project and will be responsible for disseminating information as necessary and appropriate among them. The Project Manager is also kept apprised by the City’s point of contact and provides back up and support for the staff member to ensure that all project information is communicated timely and efficiently. By instituting this quality control process, the collaboration among disciplines and staff will be enhanced and the consistency of work products will be dramatically improved. This detailed quality control process will allow team members to spend less time trying to interpret the intent of the plans and avoid making assumptions that are not consistent the City’s goals. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 40 Approach and Scope Approach Method of Approach The Matrix approach is grounded in this simple philosophy: listen to the client’s needs and engage the community to provide integrated solutions to design and build a livable, healthy, and resilient community. This philosophy results in more usable planning and implementation documents that provide a range of innovative alternatives specifically tailored to each community’s unique identity and situation. We help turn vision into reality by understanding when to preserve, protect, sustain, or enhance the best characteristics of a community’s built and natural environments. In our approach, we provide a robust engagement process while mitigating the impact on the project budget. We do this by working out of our Texas office and making the most of the weeks that we are in Denton. During these week- long site visits, our team focuses on conducting interviews, small group meetings, field research, charrettes with City staff and committees, and addressing the tasks associated with this project. This allows us to bring staff to Denton to move the project forward and provide assistance with public engagement as well. For example, in discussion with the City Project Manager, we may determine that a combination of meetings throughout the study area is necessary or that meetings need to occur at various times throughout the day. Additionally, we recognize that the practice of community engagement has changed, with more and more residents and businesses wanting to participate from the comfort of home or work. For our workshop events, if the City can provide location(s) with appropriate internet access, we can live stream these events and have tools that allow participants to participate remotely in workshop activities. From our previous experience, we are confident that we can provide numerous opportunities for engagement throughout the planning process. This is more important now than ever as we all adjust to our current, socially distant approach to community gatherings. In the Denton Plan 2030 the City laid out a comprehensive vision for overall growth and development. Since that time, the City has experienced increasing development pressure. In order to ensure that development meets the policies of the Comprehensive Plan, Matrix proposes a method for assessing the impacts of development utilizing Growth and Development Indicators, specific to Denton’s needs. Specifically, the purpose of this approach is to provide for continued quality of life for residents and businesses in Denton through sustainable development decisions that minimize unplanned impacts to the built and natural environment. Matrix will identify an evaluation framework to provide decision-makers the information to access 1) what trends will influence development; 2) what local decisions the City can make; and 3) how to evaluate projects based on established policies. Evaluation – Growth and Development Indicators The project evaluation approach is outlined below: ◼ Project Initiation. The project management Team will gather and analyze a wide range of data, prior studies, and research similar indicator projects from across the country. ◼ Baseline Indicator Report. Using the information provided from City staff, Matrix will conduct an analysis of existing conditions to establish baseline indicators. ◼ Sustainability Targets. Matrix will work closely with City staff and stakeholders to develop specific targets for each indicator to evaluate future development based on its ability to move the City toward these targets. ◼ Community Profile – Comprehensive Plan Assessment. The Community Profile – Comprehensive Plan Assessment will detail the scoring system for plan evaluation and actions pertaining to targeting infrastructure projects, network improvements, policies, and administration duties as a means to improve evaluation scores. The purpose of this evaluation is to provide a concise review and assessment of the Denton Plan 2030 to ensure long-term sustainability. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 41 Indicator Selection The process for selecting initial indicators will be iterative, where the project Team will seek to identify measures that are accurate representations of the specific sustainability value, publicly available, and measured at the appropriate geographic coverage. Once the initial indicators were selected, the project Team will present the draft indicators to City staff for feedback and refinement. During this collaborative process, additional indicators will be considered. Each indicator will have a baseline measure, calculated using publicly available data sources that can be updated over time. Target Setting A key aspect of the framework is to evaluate development on its potential to move the City closer to its adopted goals. To accurately assess development, each indicator must have a baseline and a target. Using the baseline measures, the project Team will consult regional trends and work with City staff to set directional and numerical targets for each indicator. Since Denton has less control over its ability to change Regional Indicators, only directional targets (grow, maintain, reduce) will be set for these indicators. Directional and numerical targets will be set for local indicators based on its baseline measurement (i.e. grow the baseline by 10%). The value will be set by analyzing regional trends, comparing the City to national benchmarks and/or averages, and by consulting City staff. Indicator Measurement Assumptions and Calculations Denton’s Indicators will be drawn from numerous organizations and will be modified to best represent the impact of development on the City’s sustainability values and associated Comprehensive Plan components. Data sources will range from very large institutions like the U.S. Census and the Environmental Protection Agency to local organizations like NCTCOG and Denton County. Some of the selected indicators simply represent percentages or counts from easily accessible and widely cited data sources. Some indicators may have specific assumptions and/or unique calculations. Below are examples of these indicators: ◼ Parks & Open Space per 1,000 residents. The baseline score for this indicator will be captured from the City’s parks and recreation master plan. ◼ National Walkability Index. The National Walkability Index is a calculation designed to show the relative walkability of a specific area. Walkability is measured on a scale from 1 to 20 with 20 being the most walkable. The index is calculated by the U.S. Environmental Protection Agency (EPA) for all Census Block Groups across the country. The index accounts for many EPA identified indicators such as the employment mix, employment and occupied housing mix, street intersection density, and the predicted commute mode split. Data for this index is included as part of the EPA Smart Location Mapping database. For this indicator, the project Team will compare to communities surrounding Denton. ◼ Intersection Density. Street intersection density is measured as the number of pedestrian-oriented intersections located within the census block group per square mile. This number is a component of the National Walkability Index and is available through the EPA for all Census Block Groups across the country. This indicator can be measured overtime within a region and also calculated on a per development basis by dividing the number of pedestrian intersections/connections by the square footage of a development. ◼ Tax Revenue Per Acre. Tax revenue per acre is calculated by dividing the total tax revenue a municipality by the municipality’s total acreage. This calculation standardizes the measurement in order to compare how much value is in a region across municipalities that may generate more overall tax revenue simply because its larger geographic size. This measure can be compared overtime as taxable value and revenue increases or decreases in a municipality. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 42 Approach and Scope ◼ Increase in Taxable Value Per Acre. Taxable Value per acre can also be measure on site specific level. This indicator is calculated by dividing the Stated Equalized Value for a given property by its acreage. This number shows how valuable the development and use are in terms of the amount of space the parcel takes up. This indicator can also be measured in terms on its expected increase or decrease due to use changes or construction. As a new site is proposed for development, the City can evaluate how much the proposed development will add to the taxable value per acre. ◼ Cost of Living Index. The Cost of Living Index measures relative price levels for consumer goods and services. The average for all participating places, both metropolitan and nonmetropolitan, equals 100, and each participant’s index is read as a percentage of the average for all places. This measure shows how specific elements of life (Groceries, Health, Housing, Utilities, Transportation, and Miscellaneous) compare to other cities and how the expense of those elements relates to the national average. Cost of living data is derived from various sources including the US Census, Bureau of Labor Statistics – Consumer Price Index, Consumer Expenditure Survey, and National Association of Realtors and is available through Sperling’s BestPlaces datasets. Sperling’s BestPlaces is a website created and maintained by the author and researcher Bert Sperling and is used as a source in numerous studies analyzing quality of life. ◼ Housing Units Per Acre. Housing units per acre is a common measurement to capture density of an area. Using the American Community Survey 2017 estimates the project Team will calculate the housing units per acre of a block group by dividing the total housing units within the block group by the acreage of the block group. By dividing by acreage, the measurement is standardized so that it can be compared across block groups. This number can also be calculated on a development basis by dividing the number of proposed units by the acreage of the site. ◼ Crime Index. The crime index is measured similar to the Cost of Living Index where crime rates in participating municipalities are indexed from 1 to 100 with 1 being low crime and 100 the most crime. The crime index is measured separately for Violent Crime and Property Crime. ◼ Emergency Response Time Coverage. The National Fire Protection Association standard emergency response time for municipal services is 9 minutes. This indicator is represented as the areas within the City that emergency vehicles can reach within the standard 9-minute response time or less depending on the City targets. ◼ Mixed-Use Percentage within the Downtown. The mixed-use percentage within the downtown will measure the proportion of commercial, industrial, and residential uses within Downtown Denton. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 43 Utilizing this indicator approach will allow Denton to objectively assess current progress towards implementing the Denton 2030 Plan and advance the City’s sustainability goals. This will be done by establishing baseline measures, and targets to give decision-makers the tools to understand regional growth trends and a common language to discuss progress towards sustainability. The framework is not a model that computes whether a development should be approved. Instead, the indicators will be a standardization, synthesis, and fact-based comparison of various data sources that will allow decision-makers to weigh all tradeoffs associated with City decisions. This objective, fact-based approach will allow the City to enhance livability and minimize unplanned impacts to the built and natural environment. Community Engagement Plan The updated Denton Comprehensive Plan will be based on the collective community input from residents, business owners, organization and entities within the City. Matrix understands the importance of community engagement in Denton and intends to employ a Community Engagement Plan based on topical focus areas for update and improvement. These topical areas can involve citizen planning committees comprised of individuals, businesses, organizations, and entities to help inform the recommended updates to the plan. An example of the topical areas or themes can be: Downtown, New Growth, and Infrastructure and Services. Committees in these areas can guide the development of updated goals, policies and implementation strategies for the Comprehensive Plan. Importantly, Matrix’s signature approach to community engagement is flexibility. Our initial Community Engagement Plan (CEP) will be developed cooperatively with City staff. However, throughout the project, the Matrix Team will continually evaluate the success of each outreach approach and maintain the flexibility to reduce, expand, or exchange any of the techniques to achieve maximum participation. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 44 Approach and Scope Outreach Techniques Successfully involving a community in planning its collective future is critical to any planning process. Without the input of a broad cross-section of existing businesses, property owners, organizations, interest groups, and area residents, the community ends up with a plan that is uninspired at best and divisive at worst. Our Team is skilled at building community consensus, particularly when dealing with sensitive and hot button topics. Matrix will work with City staff to develop a CEP that uses a tailored combination of the following techniques. Due to COVID-19 protocols, all our in-person events can be conducted virtually. Each event format will be identified as best as possible during the kick-off meeting but may be changed with advance notice. *These are events indicated below. ◼ Developing a Project Brand ◼ Creating Awareness and Providing Information ◼ Advertising the Project ◼ *Community Workshops ◼ *Community Events ◼ Live and Online Polling ◼ eBlasts ◼ Brochures ◼ Comment Cards ◼ *Open Houses ◼ Interactive ESRI StoryMap ◼ Interactive Web-Based Mapping ◼ Individual Interviews ◼ Interactive Wall Mapping ◼ *Focus Groups ◼ *Working Groups ◼ *Charrettes ◼ *Advisory Committees ◼ Online and Social Media ◼ Website ◼ Web-Based Surveys ◼ Virtual Public Meetings ◼ *Site Walking Tours ◼ Visual Preference Surveys ◼ Visual Preference Recording Conducting Meetings Under COVID-19 Conditions Though in-person meetings are preferred, due to the persistent limitations on travel and group gatherings resulting from COVID-19, the Matrix Team has adapted to new ways of engagement. We actively use and are fully capable of supporting online virtual meetings using different platforms. We routinely conduct virtual stakeholder meetings, committee meetings, and public meetings in virtual environments. We have adapted the tools we use for in-person meetings for the virtual environment including virtual sign-in sheets, virtual question polling, providing documentation and mapping tools, and soliciting feedback and comments. We are agile and flexible to meet the needs of the project and ensure we provide a high level of engagement while keeping projects on schedule and budget. Existing Conditions Community Profile and Evaluation Knowledge of existing conditions within the City of Denton will give Matrix a more thorough understanding of what has changed since the last Comprehensive Master Plan and Development Code was prepared and how the City can move forward. At the beginning of the rewrite process, and prior to initiation of public involvement, Matrix will compile (including native format files whenever possible) the applicable plans, studies, analysis documents, demographics and history, maps (including GIS data), and other documents/data that currently exist within the various departments in the City of Denton that pertain to the Comprehensive Plan Evaluation and Update. Pertinent information that is contained in these documents will be reviewed in depth and used by the Matrix Team to assist in the evaluation and update. The City of Denton will provide all the existing conditions data / map GIS shapefiles and narrative for the Comprehensive Master Plan Map Atlas. Matrix will create a Map Atlas template and desktop publish the Map Atlas in InDesign using the maps and narratives the County provides and will incorporate the County’s narrative. These maps will provide background information for the Comprehensive Master Plan process and will be developed in an easy- to-use graphical format that can be easily understood by a variety of readers. The Matrix 3D Virtual Public Meeting portal is a custom public engagement tool that can be used on-demand or to facilitate live meetings. It is tailored to each clients’ specific needs. A short video depiction of this tool can be found at https://youtu.be/V2wf1yJvZ6g DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 45 Comprehensive Plan Evaluation and Update Evaluation Early in the process, the Matrix Team will work with City staff to evaluate the existing Comprehensive Plan Evaluation and Update to determine what works, what does not work, and where the plan is not providing adequate or current guidance. Our Team will develop a comprehensive policy evaluation checklist to assist City staff in their review. The Comprehensive Plan Evaluation and Update evaluation process will provide insights on the clarity of the existing Comprehensive Plan Evaluation and Update; linkages to other plans; progress in achieving desired outcomes; and whether goals, objectives, policies, and programs should be carried forward, modified, or removed. The Matrix Team will provide clear advice to City staff on determining what can be influenced or regulated by the Comprehensive Plan Evaluation and Update, what is subject to the legal authority of the City, and what is appropriate to address through the Comprehensive Plan Evaluation and Update. Scope of Work Matrix accepts and commits to the scope of work, deliverables and expectations provided by the City of Denton in the RFP. The City’s scope of work along with additional scope items and deliverables recommended by Matrix are reflected in the Work Plan provided below. This work plan has been organized to group like items together, however in the event of a conflict or oversight, the City’s defined scope of work and deliverables controls. A detailed scope of work will be developed at the time of selection and prior to the project Team kick-off meeting. The scope of work will follow the work plan below, and budget provided in the following section. Work Plan For project scheduling, Matrix will work with the City of Denton during the initial kick-off meeting to develop a detailed project schedule that considers preparation time, document review periods, and timing of scheduled meetings for the stakeholders. This detailed schedule will be used to track the ongoing progress of the project and ensure that any potential issues (and suggested responses to them) are communicated and coordinated with the client as soon as they are identified. Our process results in on-time delivery of products. The only changes in project schedule we have encountered have been associated with client requests to included additional public meetings or coordination, or simply changing timeframes to better fit local needs, e.g. avoiding meetings during the summer months and during holiday seasons. As some small changes inevitably occur over the life of a project, Matrix designs project schedules to be flexible to meet the needs of these project shifts. This built-in flexibility is often a key to maintaining the dates of key deliverables and meeting the schedule to complete the project when it is expected. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 46 Approach and Scope DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 PROPOSAL Pricing DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 A Proposal: City of Denton Comprehensive Plan Update 47 Fee Schedule Matrix will perform the Denton CPU on time and within the firm fixed price budget of $91,920, which includes all direct and indirect costs. We take pride in providing the agreed upon scope of work within budget without asking for additional funds. Over the course of our past CPU projects, budget changes have only occurred as a result of a client-requested addition of tasks to the scope of services and this has only occurred in a few projects. Unless a client makes such an additional request, our projects finish within the budgets provided and agreed upon at the start of the process. With experience in conducting over 100 CPU projects, our budgets are not as much estimates as they are reflections of our knowledge of what it takes to develop an outstanding product. We are flexible and understand that levels of effort and scopes may need to be refined and if required, welcome the opportunity to work with the City of Denton to refine our scope to meet your budget needs while still providing you a quality product. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 48 Pricing Technical Work 1.Project Initiation and Management 29 20 22 28 38 $0 $19,840 Branding / Report / Document Outline and Format 1 4 8 $1,540 City Staff (Core Team) Kick-Off Technical Committee Meetings (8 Core Team and Technical Committee Meetings) 8 8 8 4 4 $4,980 Citywide Evaluation of Existing General Plan 2 4 4 8 4 $3,100 Existing Data Compilation 1 8 8 14 $4,120 Informational Brochure #1 (Overview)1 2 4 8 $1,900 Project Management 16 8 $4,200 2. Major Issue Evaluation 8 18 8 32 40 $0 $13,610 Economic and Demographic Analysis 2 8 8 8 $3,280 City Budget Assessment 2 4 $900 CIP Budget Assessment 2 4 4 $1,620 Existing Conditions Community Profile 2 2 4 24 32 $7,810 3. Plan Assessment and Update 16 8 28 88 48 $0 $25,920 Current / on-going Plan(s) Assessment 2 4 8 $2,200 Initial Assessment Summary 2 2 8 16 16 $5,850 on-going Plan Coordination (mobility, parks, etc.)2 4 $1,120 Community Workshop #1 2 2 4 16 $3,530 Comprehensive Plan Update 8 4 8 48 32 $13,220 4. Special Topic Charrettes 6 4 8 32 28 $0 $10,260 Downtown, New Growth Areas, Economic Development, City Infrastructure and Services 4 2 4 16 8 $4,730 Community Workshop #2 2 2 4 16 20 $5,530 5. Public Outreach Plan 30 26 24 32 44 $0 $22,290 Public Participation Plan 2 8 8 $2,280 Individual Interviews 8 8 8 $4,040 Focus Groups 8 8 8 $4,040 Informational Brochure #2 (Workshop Results)1 2 4 8 $1,900 Community Open House #1 2 2 4 16 20 $5,530 P&Z Updates and Hearings 4 4 $1,300 City Council Updates and Hearings 4 4 $1,300 Informational Brochure #3 (Executive Summary)1 2 4 8 $1,900 Deliverables 0 0 0 0 0 $0 $0 To be provided per RFP Scope and Proposed Schedule Work Plan. Costs included with overall proposed budget. $0 $0 Total hours / units 89 76 90 212 198 Billing rates $200 $125 $180 $135 $100 Subtotals $17,800 $9,500 $16,200 $28,620 $19,800 Labor Total Direct Expense Subtotals $0 GENERAL PLAN TOTAL (Technical Staff + Expenses)$91,920 Denton Comprehensive Plan Evaluation and Update Project Personnel Costs by Hours Direct ExpensesProject ManagerDeputy Project ManagerTask LeadsTask Support StaffGraphics and GISTeam Total Tasks $91,920 DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 Photo Credits: Robson Ranch Texas, with permission, Mark Boisclair; Downtown Denton Transit Center, Michael Barera, Wikimedia.com; Denton County Courthouse, Mick Watson, Flickr.com; Downtown Denton Town Square, Steven Wagner, Wikimedia.com; Texas Women’s University, Michael Barera, Wikimedia.com DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 Anniston, AL • Atlanta, GA • Colorado Springs, CO Denver, CO • Niceville, FL • Parsons, KS Phoenix, AZ • Sacramento, CA • Tamuning, GU Texarkana, TX • Washington, DC DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 12 of 18 Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 13 of 18 • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 18 • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 15 of 18 naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 16 of 18 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC- 81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 17 of 18 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 City of Denton, Texas Contract 7416 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 18 of 18 materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 23B06E14-FED0-4F81-96E6-C9FB1714D323 D Matrix Design Group, Inc. X NA X 12/11/2020 X NA X Certificate Of Completion Envelope Id: 23B06E14FED04F8196E6C9FB1714D323 Status: Completed Subject: Please DocuSign: City Council Contract 7416 Update to Comprehensive Plan Source Envelope: Document Pages: 79 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/1/2020 8:03:34 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/1/2020 8:08:42 PM Viewed: 12/1/2020 8:08:50 PM Signed: 12/1/2020 8:10:02 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/1/2020 8:10:05 PM Viewed: 12/2/2020 8:22:13 AM Signed: 12/2/2020 8:23:10 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/2/2020 8:23:14 AM Viewed: 12/2/2020 4:53:50 PM Signed: 12/2/2020 5:07:03 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Celeste Werner, matrix@matrixdesigngroup.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 98.177.185.65 Sent: 12/2/2020 5:07:06 PM Resent: 12/9/2020 12:04:38 PM Viewed: 12/11/2020 1:48:07 PM Signed: 12/11/2020 9:04:09 PM Electronic Record and Signature Disclosure: Accepted: 12/11/2020 1:48:07 PM ID: e2afbf2b-4066-4c7e-9e27-1e99ae8dd877 Signer Events Signature Timestamp Scott McDonald Scott.McDonald@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/11/2020 9:04:12 PM Resent: 12/15/2020 12:58:22 PM Viewed: 12/15/2020 1:07:15 PM Signed: 12/15/2020 1:30:29 PM Electronic Record and Signature Disclosure: Accepted: 12/15/2020 1:07:15 PM ID: a57e3bc3-49b8-43cf-a343-7fc5d2ad5f01 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/15/2020 1:30:34 PM Viewed: 1/6/2021 8:24:36 AM Signed: 1/6/2021 8:25:08 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.184.93.41 Sent: 1/6/2021 8:25:11 AM Viewed: 1/6/2021 10:32:59 AM Signed: 1/6/2021 10:33:03 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 1/6/2021 10:33:07 AM Viewed: 1/6/2021 1:06:46 PM Signed: 1/6/2021 1:07:35 PM Electronic Record and Signature Disclosure: Accepted: 1/6/2021 1:06:46 PM ID: 378aaae7-6660-49e3-9561-4ca302e13864 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/1/2020 8:10:05 PM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/15/2020 1:30:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/15/2020 1:30:33 PM Viewed: 12/15/2020 2:07:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 1/6/2021 1:07:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ron Menguita Ron.Menguita@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/6/2021 1:07:40 PM Viewed: 1/6/2021 1:13:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 1/6/2021 1:07:41 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/1/2020 8:08:42 PM Certified Delivered Security Checked 1/6/2021 1:06:46 PM Signing Complete Security Checked 1/6/2021 1:07:35 PM Completed Security Checked 1/6/2021 1:07:41 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Celeste Werner,, Scott McDonald, Todd Hileman, Rosa Rios How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.