Loading...
2005-069ORDINANCE NO. 200S- q AN ORDINANCE APPROVING A PROFESSIONAL SERVICES AGREEMENT FOR A DOWNTOWN REDEVELOPMENT IMPLEMENTATION PLAN BETWEEN THE CITY OF DENTON AND RTKL ASSOCIATES INC.; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFORE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton is desirous of entering into a Professional Services Agreement with RTKL Associates Inc. (the "Consultant") for a Downtown Redevelopment Implementation Plan which agreement is attached to this ordinance as Exhibit "A" (the "Agreement") WHEREAS, the Consultant is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Consultant's profession and such fees do not exceed the maximum provided by law; and WHEREAS, the City Council finds that the Agreement is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The Agreement is hereby approved. The City Manager, or his designee is hereby authorized to enter into the Agreement on behalf of the City and to carry out the City's rights and duties thereunder, including the expenditure of the funds provided for in the Agreement. SECTION 3. approval. This ordinance shall become effective immediately upon its passage and PASSED AND APPROVED this the ~ -- ~lay of EULINE BROCK MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: ~ Page 2 PROFESSIONAL SERVICES AGREEMENT FOR DOWNTOWN REDEVELOPMENT IMPLEMENTATION PLAN .~ . This Agreement is made and entered into as of the C~rT~---- day of h_~.~.~, 2005, by and between the City of Denton, Texas, a Texas municipal corporation, x~ith its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and RTKL Associates Inc., a Texas corporation, with its corporate office at 1717 Pacific Avenue, Dallas, Texas 75201, 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 1 EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein 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 is the Downtown Redevelopment Implementation Plan which includes the Scope of Services set forth in that certain written proposal dated September 29, 2004, from CONSULTANT, a copy of which is attached hereto and made a part hereof by reference as Exhibit "A" (the "Proposal"). ARTICLE 2 SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: The CONSULTANT shall perform all those services for the Project as more particularly described in the Proposal. If there is any conflict between the terms of this Agreement and the Proposal or any exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the Proposal and other attached exhibits. ARTICLE 3 ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT which are not included in the Scope of Services set forth in the Proposal may only be authorized by OWNER in advance in writing. Additional services exceeding the sum of $25,000.00 require City Council approval. ARTICLE 4 PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE 5 COMPENSATION A. COMPENSATION The total compensation for the Project is a lump sum of $138,500.00 which includes all out of pocket expenses and subcontractor fees ("Basic Service Compensation"). Portions of the Basic Service Compensation is allocated to certain tasks and phases as described in the Proposal. Compensation for Additional Services will be at the hourly rates set forth in Exhibit "B" attached hereto and made a part hereof by reference (the "Hourly Rates"). However, nothing herein shall be construed to prohibit the OWNER and CONSULTANT from negotiating a lump sum amount for Additional Services at the time OWNER authorizes the Additional Services. B. BILLING AND PAYMENT 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 based on the Hourly Rates; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final five percent (5%) of the contract amount until completion of Consultant's services. 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. Page 2 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 Basic Service Compensation, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article 3 "Additional Services," without obtaining prior written authorization from the OWNER. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article 3, the CONSULTANT shall be paid based on the Hourly Rates. Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (60th) day, and~ in addition, 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, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article 5, "Compensation." ARTICLE 6 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 7 OWNERSHIP OF DOCUMENTS All documents prepared or famished 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. Page 3 ARTICLE 8 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 fight arising from employee status. ARTICLE 9 INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, 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 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 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 10 INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carders of at least an A- or above: Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. Page 4 The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies other than professional liability, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. ARTICLE 11 ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution 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. ARTICLE 12 TERMINATION OF AGREEMENT Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. 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 thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. 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 pr/or to the date of termination, in accordance with Article 5 "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. Page 5 ARTICLE 13 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 14 NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered, sent via facsimile at the fax nos. below, 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 after mailing. Faxed notices shall be deemed communicated on the date of the fax so long as a written confirmation of the fax is received: To CONSULTANT: To OWNER: RTKL Associates Inc. Paris M. Rutherford, Vice President 1717 Pacific Ave. Dallas, Texas, 75201 Fax No. 214-871-7023 City of Denton City Manager 215 East McKirmey Denton, Texas 76201 Fax No. 940-349-8596 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. ARTICLE 15 ENTIRE AGREEMENT This Agreement, consisting of nine pages and two exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE 16 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 Page 6 this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the pa~'les 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 17 COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, roles, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE 18 DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE 19 PERSONNEL 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. 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 20 ASSIGNABILITY 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. ARTICLE 21 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 Page 7 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 22 MISCELLANEOUS The following exhibits are attached to and made a part of this Agreement: Exhibit "A", the Proposal and Exhibit "B", the Hourly Rates. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the fmal payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Paris Rutherford, Paul Shaw, Erich Dohrer, Patrick Kennedy, Larry Byars, Karen Koerth, and Alex Lo. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. 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 carded on by the OWNER. 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 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. 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. Page 8 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 A. greement thr.~u.g~ its duly authorized undersigned officer to be effective the ~-/f,~/tt~-day of , 2005. CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY HERBERT L. P~5~ScE1TY ATTORNEY BY: ~~' RTKL ASSOCIATES INC. Vice President WITNESS: BY: Page 9 Exhibit "A" The "Proposal" February I, 2005 Downtown Redev,~opmatt lnlflemattat~on Ran Dear Mike: I enjoyed our meellng vdth Mayor B=k last reek and ~ pl~ by ~e ~ to ~ ~ ~ O~ of ~ on $¢OPE Ol: Wa he~e itemized a poten~al scq3e d seMces by phase. As you v~ti ~nd, we see our working relat~ortship es bdng me based on a partnership of daveloglng omative Ideas ~tfl you a.nd. relevant dakeholdera.. OdtJbal to the auc~aa of this effort will be the e~r,. ~ensua agreement of pmduots Ixoduo~ ~ ~ next ~ at the end of eaoh pha~e. PFASEON¢ PROJECt'INrrlATIOX'(ONEWEI~) ' TASK 1.t: DATAN[SE pREPAPATION , Using Infommtton provided by the Cif/, the RTKL Team will assemble a database for our plenhing puqx~ma. The InfonTaflon we am .rpque.~ng the O~y pro'ride u~ vath Is as follows: · ' De.led dacuadon and analysis on the results tithe CiLy'e oument downtown Hat dooumatt · predou, misted mad(,~t domatd and econemlo pmJs<~ofls · 8ttxty ama aui'vey to Inolude pmper~tinea, e~at~ng an~ proposed bui~dt~ fao{prints, ex,sUng ~urb Ithat~ and p~illmy utilizes i~d mlab~d eaaemants/~ghta of way ' · Re'daw'of ~x~d devalqxnent a~Mty as we~l aa aah'ant proJed~, albaa ~d ~an · Ual of Incentives u~,d.to facilitate.da'~opment (e,g., land wile-downs, Tax tncmment Financing (1'[FJ, tax abatement, ,~o. a O~py of OIt'/s Ix~get · A_. ~ .~.~o_ _ fa data for properties w{~ln the ak.~y area (e.g., manership, properly ocher address, pam~ ~ze, lm~vement'~lze, v,~ue, eta.) · IHformatl~ mlatod to q3oomtngttansRlrnlxovem~ta, · Available Infomnation re, tared to area ]and values ,, Available real ea~ate tax data · OurmM and future devdopment proJes{e th the study area · Traffio and tran~,~xtat~at plans ~'dng the study area · DeacdpUon of any oummanlty ~a~ce pm~mma · ExMIng and propos~land use and zo~ng · 8umrt~aly d histod~ or amhite~ratiy ~gn~t gauc[urea In the dudy area · A~aiphotogrephy(planometdo) · .NI apprc~orTate put~l(~ potioy statements afl. ting the study area, and , A ils[ of the sta~ehq[dam In l~e sbdy ama (business and oommunity leaders, ad,/oc~ gms% ~, a~t% ~ local government agel~cies, potential I~.butiders/developem, Pl~s~Two: PROO~aWNO ~ A~.YS[S (Two A report that sumrnarLzm~ the ilrdng, of Lelanda analyM8 ~th re~3mrAeadatJm'm for land use {argots 8bJng, and ptmaing as they retsts to pm,[eot-~zed ixogranm for pobmUa mtalymt daV~OlNneni8. These program reoommendallon~ end variables we~ld be Integrated nb) the ,Zs on end land planning effolta of RTl(L, PHA~E'E, IREE: CONCEPTUAL PLANNIk~3 ~ W~xs) Ta~k 3.t - Ttanslt.,Ortented I~alttorplanrdng and Catalyst Project Concepts The RTKL Team v~ll b~ld t.l~m*t and mfirmthe exMlr~ downtown pi,mn vision ,m~ prepare ,m concepb3ei h'rpl~lal~ml masts~.~a~ for downtown that Illuatratss the rnaket-bksed program, geala and d~je~ves, d~l~,a and preferences, etc. ger~ed In ttl,m pre~ous phase. This process Is not In[ended to a'es[~ a n,mw downt~a plan, but to reline It to r~lect spe~flo thoughts mlatod to the Irq~erneflta~on of I~ld~ pm]eot~ ta~lng adv~lage of the planned t~n%uol~Oo~ improvements In the downtown area. This material roll be prepared ,ms postsr-812,~c[ d'e~nos at a ~e eulte~e for public pmsentsUon and PowerP,mlnt Inclusion. Th~se p(anm will be pepamd to addmes such Issues as: · Overall I,mnd use and k,my bullring ml~o~hlpa · Local and reglon~ tmnmport,mt~on 8ystan dyrmmlca and In[efface · Amenity, open space 8ndlm~.qoq~/s~ eppmtunlty zones · Up to 5 C,mtallmt proJae[ ~onoepia, Developmentlxngram, and Commur~tylc~amity ebJa~lve Oonal~,tenoy With exl~ng polM~ (cofn;xeharmlva or m~W plar~, downtown plan, ere.) · Flseallmpaot · Teak a,~.- CI~ Stall Re~e# of Planning Cen~epb 'file RTKL Team v,~li present the cmx:epto~ planning Ideas to OiP7 SMff for Its review encl ~ommanL It Is Intandedthat lhl8 workse,~on ~1110t~de staff t~e oRoortunlty to have Input lea~ng to the refinement of the planning conoe~ and ap~off~o oatalyst pmje~s ~or to a mom fon'~ review and m~nem~nt presses. PHASE FOU~: Ra~am PL~m~Ne (FOUR Win(s) Ta~k 4.t - The RT~ T~ ~ ~ ~ a ~gher level ~ ~nemant ~ ~at of ~ pm~s ~n~L ~e ~u~9o~ ~ ~11 Ind.: · ~ ~tpmJ~ · D~el~t ~d by I~ a~ u~ TalX 4.4- Staff ¢onse~ Meeting' RTKL will meet with Cfiy staff ~o present the I:mlfemad alternative and cost matrix. It Is Intsr~d this meel~ng Will pov~ staff With the c~nlty to make subffe refllemants to this Intormatton ~(x to the formal review pmoesa In the kd]owing task. This task Involves one plan iteraUon due to staff r,a-nnants. Task 4,5- ~ehoMm'Group Review RTKL WIg present the pmfenecl ~Jtemat~e do~urnants to a Council q3f:~lnted $takehdder Group. T'hT$ i:NasentsUon ~ll meeunt the process performed to ~ate, fc~u~lr~ on I~ ~nement~ made leering to tho preferred planrlng ~maoh, It Is Intended this presentation wilt pro,de the staJ(eh~da' group the oReortUnlty to revlew a~d approve (with minor modfloa'~on h' necssaa~ the ovendl c~mofion, and to cbdd8 upon a priofll~zed IleUng of the catalyst proJeot coneepb~. It is assumed both tas~ 4.4 end 4.5 (comt~ned) a~lsws f~ e~e plan Iteration due to the r,,~eotive eornmsnt~uy. PF.A~E FIVe: I MPLEMEhTAllON PLANNING (~OU R WEE~$) Task !~.1 - Illu~'a~ve Planning Deeumeab~ The RTKL T~am HI m~lne the l~ennlng dead,ts to refl~t fie icteas and m0ommenda~o~ genamted in the p~'evteue PhMe. The flnl~ pl,,nn~ng cloeurnent~ VAIl Inolude: · ttlud~altve masteq:4an showing build~ mast, lng, generalized tendseape end amenity ama~, street fmmewen~, and pr~ma~ open spa~ ~epte. · Land use maids,plan ~ proposed cisf~t u~as · Three oa~y~t projeat oo~eapt plar~ vAth program end apgroseh · Three atmet-lev~ afd~t renderings fooualng on saab ~atelyet · One ovamll bll~'a e~e rendadng of the improved downtown · Development ~e~d by la~a~en and u~e Ta~ 9.2 - ,~.Year Implernanta*Jon A~lon Plan 3hie ale,'neat of wok VAIl include the fullov~ng tasks fo~eaed on a niear Irrt~ementaUon st. ratagy; 'L Re~e~ the programming af be rnaete~an and determine lik~ redavalq~'nen[ tools end t~na~ng In~ng recommendall~ o~ how to ~h~r~e ex~s~ng programs. 2. Prepare recommendations ~onserni~ chronology and timlng for the throe seta]yst proJeote. 3. Refine the aatalyat p~en{ analysis (alter review) to Induda likely market.based cash flow ehemote~tat[~ of these three catalyst pm]saLe Inoludlng develc~rnant oaste, property ales o~ lease ~n~o~urea, and aperatlng a~penase as ~'apdate. Using oas[ data pmv~dnd by be city, pertinent p~vato inva~ment ohe~a~e,~s~Jr~ would be ~oulat~d 8uoh aa the Internal m~.e o~ return (LPg), and Iden'dfy the gap that pu~la tnanolng and Inoen'~as would have to ~li. This vAIl sh~w how to use funding me~m[ame and publio-p~vate ~nenc{ng and pe~the~ng apl:seashas. 4. E~drnath the likely flseal bane~l~ of be three encyst pmje~[a on tooul government enU~ea In tem~ of pmpe~ texas, se~ea l~vas, aristar other mtevant revenue ~mea. Pn3Ade a cost / benefit aaa'yale besnd on the ~un~t~on bet the Idant~fl~ gap Is fliled'vAth p~io funds Including pa,/~e~k pe~od for pallia Inva~nleflt a~. r~o of private do,am leve~ag~ per pu~io d~lar invested, Ba~ed ~ be prene~ng an~ysla of flnandal teeoumes, pray{da reonmmend~ons..ooneeml~g the most.apprapri~te soume~ to ~Ig the gap. 5, Wading aese~y vAth City staff, create a ~m~'Jal Implementation plan that ldan~es ape~a tasks for pd311o and pdvate ~:~,,r enUtles by whl~ t~ e~ava be vlaon ova- ~ next riva yearn, This wo~d In~ve ave etement~: · R. bliolnfraMmotum · ~ty Publto I Pllvate Venturea · Leg[slalfva I Regulato:y Changes {deslgn/code/tax/etc, ldentlfled by C~y · RnanctaJlncantJvea · Ma~.et~ng This would lncl~da a [1~ and ~I anatysle of exJ~Jng and new ao~.lr~ of funda and fina'~ng f~' be pu~lo and Nvate seotom In deve~ng nov/end ray,talOned land usee and Improvements e.a~:~ated vAwith p~oJset~. Ta.~k S.3 - Rn~l Repor~ · The RTKL Team vail assernl~e - final rap~t detailing the planning proc~ anderto~en; c~x~urnen~ng the maulte of the steksbelder In,ut, and deas~ng be final !~.., generated In the planning proooea. This vail foaue on the Implemant~on eo~on plan, and VAIl ctea~y detail the steps neea~,a~ to exseuth the cate~[~o~sets. N gra~[e and v, fltten d~.~nentatton prepared during be pmJeot VAIl be Inoiuded In the mpo~t, and q:~da~ cam VAIl be t~ea In the e~anlzat~on of the dcxxrnant to h{g~ght th~ Ibe{ plennlng doeume~t~, This rep<xt ~11 be generated In c~e original 8.5 x 11' m~a' booklet and v~ll be delivemci In digit~ fom~ es an Adobe PDF formal: and Quan~ ~le on ~. CD [e), Mape or Exhibits ~iil be prov~dad on CD In a ,JPG fomat, CO/IfPEN,~A 710N AND ~CHEDULE The RTKL Team Is able to perform the v,,ark dea~bed In phasea one through r~/e listed above for be fullo~ng lump . eum fees, This fee 8tfuelur818 Ineluslva of expeasea related to tho exeeutlon of the 4q~mlfle teaks detailed In them the City of Denton end ah~ll be perbe'ned undei' separate een~tnd agrsemenC pheqe Tl~lna auda~ Pheae t. Project lalfd~on I Week $ ?,O00 Task Fee Breakdown'. Task 1.1 Database Preparallon Ta~k 1.2 trt~a~on Mee~ngs RTKL: RTl(L: $ 2.000 Leland: $ 2,000 Phase ~. St~dyArea An~lysls Task Fee Breakdown: Task 2,1 Physical Anslysls Task 2.3 Market Analysis Phase 3. Cottr~al Planning T~sX Fee BmakOown: Task 31i Conc~lual Mastoq:4an Task 3.3 Staff Rod~w Meeting Pha~e 4. Refine4 Plannlag 4 Weeks T~sk Fee Breakdown: Task4.1 Refln~l~e~on~en RTKL: Task 4.20~t Task 4,30a~t P~ Task 4.4 St~ Consensus Task 4.5 Btakehalder Review/ 2Wosks $2%000 RTk'L: $ 7,000 Leland: $19,000 3 Weeks $17,000 RTKL: $t$,000 RTKL: $1,000 $4~,500 $ Hultt Zdlam: $ 8,000 RTKL: $ $,000 L&and: $i0,000 RTXL: $ Laland: $ 3,500 PhaseS, Implementation Planning 4Weeks Task Fee Breakdown: Task 6.1 Illusbelivo Doeument~ Task 5.2 Five-Year/~tion Plan Task 5.3 Rnal Rq:~t RTKE $25,000 RTkL' $ 6,000 Laland~ $t2,000 RTKL: $ 2,000 TOTAL 14 Weeks RTKL Assoalates tho, $ 82,000 Lalend Consdthg Group $ 48,500 Hu!J[Z~ars Ino. $ ' 8.000 ToU~ $ $t38,500 · This estimate Bs~ume8 seven (7) formal mantlngs with t~e C~ throughout an anUalpated wor)~at ac, t~:Jule of fou~een (14) V~As, Additional meetings, presentation, or extended schedule shall be billed hoUlt~ at our etalxlard hourly m~, No addtional seMoos ~ll bo podormed ~lhout tbs v,~ttan ~owl d the Client · It Is urderstocxl that edcitional seMces desired outalde t~se g~ltloally defined In ttis seeps d sentices m not Inaluded In this oontmoL ~heir seeps and fees shall be negol~ated and rnsn~ged separately from this ennb~. * 'Ihs maske~.ljil~-F%,~r~LJl~thls__o_o_o_o_o_o_o_o_OOl~tmot am for ~lm~?ttml dt~,[~l~..vs[~ I~l~Th~ ~ not ~to be do.led enough for construotlon dmwbgs to be dmalJy based upon. BILUItlO AND PAYMENT RTKL'e oustornmy prates Is to bill on e monthly baals for the wo~ ~mHs~ In ~e ~or ~n~. F~ l~ ~1 ~ ~ ~ ~ ao~l houm o~ In ~e ~ ~ ~ In~, ~ ~ ~ S~ H~fly ~to T~e W Cl~on ~o~. Oompanse~on for 8en~ce~ end ~ shal~ be due end poyeble ~thin ~t~ (30) ~bys of the Iov~ca date. Invdoe~ over alx[y (80) days Mil be charged lnterasl at the Flrd Natlesal 8ar~ of Mal~ar~d prime rote plus two (2) peroesL If uq:a~d inveice~ I~rca more than sim (50) days overdue, RTKL may, t~oon saves (r) days ~ttes ~o~ca to the Cltest, sentaat the Client tiredly for pay~nent and/or et~p vmrk until p~t is recetv~, In the event of no~-paymest, CHant ahatl tab-,bursa RTKL for any attorney fse~ Inourmd to collect the unpaid mseivabies. A~I paymant~,.Ino{ucing the retainer, may be wired dir~tly to lhe amaunt of: Bank of Amer~ N,A. 10 Ught Street ~ltimom, MD 21202 USA ABA n,~ber 052001633 Aooount n~mber 39302498~6 Reference: Downtown Denton Planning CONTRltCT$ RTKL fees ~ based upon the Detailed 8_oope~SaMcas and ~TKL's Standard Fon'n ,9! .a,~memetd Re[wean C.~aat ~t ganemted conlmots v~ll require review and acceptance by RTKL'a legal counsel before any 'IERMINA'ITON T'h[a Agreement may be terminated by either party at an~me wt~ or ~thout cause by written notlse. Temlr~tJan shall be efte~ive seven (7) days afl. er date of notice. Upon terminaties, dl [n¥o~ces presented by R'I'KL and Expenses for periods prior to ~e date of termination ~all become Immedately due and payable. Failure of Client. to make payments to RTKL under t~i6 Agreement sh~l be cause for temlination, In tie event cf a au~pa~ of Services, RTKL shall I~e no tiabll[y for any damages to Client Inoun'ed because of such suspe~en. Termisetion or su~pensles of 8entices by RTKL shall In no Way relieve C~ies[ cf oon'~enceting RT~(L for 8e~iose perfomled and Expanse~ Inc, umad to the date of Ule term,~at~on. A~REEAfENT Baaed ~ RTKL'8 8uccassftll e,xpe~er~e with ,~milar dawn~own master plans and our !anltiedty ~th tsauea ~at~ (o the Nodh Texas morketp!ace, we be~eve we ~an I:~'ovtda the nlost erselfve, ~exJbte, and coat-effestive cessu[tent t,a, vlees. From v,4~t we understand to be Cl~/s goals for this effort, we are quite e~ted by ~s oppedunlly and look fon,~ard to wcx'~ng etoaaly ~ you at:d your team. l~y exaeutJng and mtun~ng a ec~y of ~his letter, the City cf Dentes agrees to the terms cf t~s propose[ and agmse te pay RTKL In anco~danca v~fll those terms staled. If I can supplest ~6 information or anawer any queationa, please feel franto contact me at (214) 87~1.8~7. Sincam¥, Aooeptad by: RTKL ASSOCIATE8 [NC. CiTY OF DENTON Par~ bi. Rutherford IV, ~OP BY'. Vice President TilJe: 2004 TO: MIKE COHDUFF FR: CY~DY NICHOLAS-LEWIS ~6L633 PAGE: i4×14 -' Exhibit "B' Hourly Rates RTKL ASSOCIATES INC, Professional Rate Schedule by Classification Technical Assismn'c St~ff Senior Stuff ArchitectJEngineer/Planner Proje~ Architect/En§ineer/Planner Senior Project ArchitectJEngineer/Pl~nner Project HanKer Senior Project Manager Vice President Senior Vice President Hourly Rate $ 45.00 60.00 75.00 90.00 I I0.00 125.00 150.00 225.00 250.00 RECEIVED FEB - 2 ~lJ~j5 C[~ OF DENTON LEGAL D~PT,