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2002-080ORDINANCE NO. ~ Z~t~~- ~,; AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH OVERLAND PARTNERS FOR CLEAR CREEK NATURAL HERITAGE CENTER AS SET FORTH 1N THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE (PSA 2694 - PROFESSIONAL SERVICES AGREEMENT FOR CLEAR CREEK NATURAL HERITAGE CENTER, FOR A TOTAL AMOUNT OF $104,700). THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: WHEREAS, The professional services provider (the "Provider) mentioned in this ordinance 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 Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, SECTION 1. That the City Manager is hereby authorized to enter into a professional service contract with Overland Partners, to provide professional architectural and related services for the Clear Creek Natural Heritage Center, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 4. approval. PASSED AND APPROVED this the tS~ day of ))~[t~ EULINE BROCK, MAYOR This ordinance shall become effective immediately upon its passage and ,2002. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LE~PpL FORM: BY: ~ 3-ORD P~(~ Natural Hehtage Center PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FOR CLEAR CREEK NATURAL HERITAGE CENTER STATE OF TEXAS COITNTY OF DENTON ~{IS AGREEMENT is made and entered into as of the 26th day of March, 2002 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 Overland Partners, 5101 Broadway, San Antonio, TX 78209, with its corporate office at the same location, 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 EMPLOYMENT OF CONSIILTANT The OWNER hereby contracts with the CONSULT/LNT, 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 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, establish a work plan and project schedule and work with the client, ~owner", to confirm project goals and objectives for the Master Plan for the Clear Creek Natural Heritage Center. See specific tasks and schedule dated March 12, 2002, as indicated in Attachment A. ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: ao The CONSULTANT shall perform all those services as necessary and as described in the Scope of Services, which is attached hereto and made a part hereof as Attachment ~A" as if written word for word herein. Bo To perform all those services set forth in CONSULTANT'S Compensation Schedule per paragraph III of Attachment A for the Master Plan for Clear Creek Natural Heritage Center which is attached hereto and made a part hereof as if written word for word herein. If there is any conflict between the terms of this Agreement and the e~//ibits 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 $,DDITIONAL SERVICES Additional services to be performed by the CONSULTAAIT, if authorized by the OW1FER, which are not included in the above-described Basic Services, are described as follows: During the course of the Project, as requested by OWNER, the CONSULTA/~T will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as-needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. "Dedicated to Quality and Service" 1 www. cityqfdentor~com Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. CONSULTANT, if any, shall furnish such services, on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. C. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. ARTICLE IV 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 of performance from Notice to Proceed as 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. 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 V COMPENSATION A. COMPENSATION TEPJ4S: "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of testing, estimating, structural studies, designing, planning, landscape and development, etc. "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. 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 ATTACHMENT "A" 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 $104,700. 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. The OWNER may withhold the final five percent (5%) of the contract amount until completion of the Project. 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 "Dedicated to Quality and Service" 2 w~rw. citvo£denton, corn 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. Co ADDITIONAL SERVICES: For additional services authorized in writing by the OWI~ER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate negotiated and agreed upon by both parties before execution of the additional services. 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 CONSULTAIqT for services and expenses within thirty (30) 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 thirtieth (30tn) 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 V, ~Compensation." ARTICLE VI OBSERVATIO~AR~D R~IEW OF THE WORE 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 Ail documents prepared or furnished by the C0NSULTD~NT (and CONSULTD2qT'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 CONSULTAIqT 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. ARTICLE VIII I~DEP~D~NT CONTP~%CTOR 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. "Dedicated to ~uality and Service" 3 ~w,v. citvo fdento~ cam ARTICLE IX 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 X 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 Carriers of at least an A- or above: Commercial 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. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. C. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 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 with the exception of the professional liability policy, 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 XI TEP/4INATION 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. 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 "Dedicated to Quality and Service" 4 www. citvofdentor~com days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. Co 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 XIII 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 XIV NOTICES Ail 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: Overland Partners, Inc. City of Denton 5101 Broadway Tom Shaw, Purchasing Agent San Antonio, TX 78209 901-B Texas Street 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 XV ENTIRE AGREEMENT This Agreement, consisting of 7 pages and Attachment A, 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 contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERA]SILITY 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 "Dedicated to Quality and Service" 5 www. citvofdenton, corn 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 XVII COMPLIAI~CE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read at the time of this agreement or current at the time when documents are submitted under this Agreement. If addendums are executed, the addendums will comply with all federal, state, and local laws, rules, regulations and ordinances applicable at the time of execution. ARTICLE XVIII 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 XIX 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. Ail 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 XX ASSIG~RA~ILITY 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 XXI 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 XXII MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: NONE B. CONSULTAiTT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and "Dedicated to Quality and Service" 6 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. Do For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Overland Partners, Inc. and its Team of Consultants as outlined in Attachment A. 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 carried 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, or designee and CONSULTANT has executed t~ Agreemen~t through its duly authorized undersigned officer on this the day of~___, 2002. C TY DENON, MICt{AEL Al C~ND~F" ' CITY MANAGER ATTEST: JENNIF~ER WA~T. EI%S, C~TY SEC~ETA~Y ~-PPRO~D AS TO LEGAL FORM: BY: /'~f/F¥-d~ "Dedicated to Quality and Service" 7 www. citvo£denton, corn Scope of SeMces for The Clear Creek Natural Heritage Center March 12, 2002 I. Project Description & Understanding Overland Partners will provide professional Planning, Landscape, Architecture, and Project Development Planning Services for the master planning of the Clear Creek Natural Heritage Center Site. Overland Partners and its team consultants, including Wallace Roberts & Todd, LLC, Dini Partners, and Daniller & Company, have developed this revised scope of services from the odginal request for qualifications and subsequent response. As well, communication with the City's planning staff, UNT and DISD, has been undertaken to identify task priorities and professional compensation for this Scope of Services. II. Scope of Services Based on sustainable design principles and the ecological sensitivity of the site, the Overland Partners Team proposes that the fifty acre Heritage Center Master Plan be completed as follows: Task 1. ANALYZE DATA: 1.1 Using previous research, the team will outline recommendations for programs based on experience in developing both organization strategies and facilities for non-profit organizations. 1.2 Develop a Preliminary Business Plan that provides dear recommendations and options for administration, staffing, governance, capital funding, program development, marketing and image. A more detailed list of these items is outlined below. Administrative Structure · Senior staffing; roles and responsibilities · Salary ranges Governance · Private Foundation vs. Public (City) Board composition Programs · Educational, mission-driven on-site · Educational, mission-driven off-site (with partners) · Potential collaborators · Non-mission related opportunities Funding · Capital- possible public/private partnership · Outline of cyclical operations cost Attachment A 1 4/9/02 Corporate, Individual, Foundation potential - Annual operating funding: Revenue potential and fund raising based potential It, larketing and Image- Appropriate, mission-driven niche · Compelling reasons to visit · Competition and opportunities for collaborations The preliminary business plan will include an overview of programmatic concepts, funding and operations strategies that respond to the need and potential determined to be present within the Denton community, sufficient for initial review by potential funding entities, including the DISD bond review committee. 1.3 1.4 1.5 Task 2. 2.1 2.2 The team will help the client to make an assessment of information to be included in the preparation of a base map, in GIS, of the area in study. The client will undertake the task of preparing the base map. Based on capabilities demonstrated in initial meetings, it is assumed that the client will be able to assemble an inventory of the study area for the team to develop an understanding of existing characteristics such as: Adjacent Land Use, Open Space, Vegetation, Hydrology, Views & View Corridors, Utilities/Easements, Encumbrances and Restrictions, Vehicular Circulation, Pedestrian Circulation, Topography, Soils, Slopes, State and Local Parks, Wildlife Areas, Management Areas, Greenways and Trails, within the study area. This inventory will be utilized in the development and formation of the Site Design Concepts. Utilizing the information collected in above mentioned tasks, the Overland Partners team will prepare a graphic analysis of their findings which may include ecological synthesis and mapping, historical, cultural, and archeological review, recreational, visual, and points of interest, analysis, and observations of relevant opportunities and constraints that could impact design solutions. The content of this information will depend upon information available from the client RERNE: Develop Preliminary Site Plan and Recommendations Upon completion of the Task One documentation, the team will prepare an overall diagrammatic site zoning and recommendation plan for the 50-acre study area, with general observations regarding the potential uses and management strategy for the entire 2700 acres. The diagrammatic site zoning and recommendation plan will document the guiding prindples on ecological zoning, hierarchy of vistas and points of interest, significant pedestrian and vehicular corridors and connections and open space opportunities. Based on the input and program recommendations for the Natoral Heritage Center 50-acre site, the design team, through a collaborative effort will develop a conceptual hand drawn "loose" site plan on trace paper. The site plan will incorporate sustainable design principles for building and site development Attachment A 2 4/9/02 2.3 2.4 2.5 2.6 In a collaborative effort, the team will hold a l-day workshop with the City Staff and stakeholders to present and build upon concept ideas, solicit input, and build consensus for program, resource management, and usage strategies. Based upon the development of concepts during this meeting, the design team will refine program concepts for the 50-acre tract, and the proposed structures(s). The program and concept design will be translated into a preliminary master site plan. The team will prepare a preliminary master site plan graphic, four (4) fuzzy, conceptual (perspective) renderings of the primary building envisioned for the CCNHC, and an opinion of probable construction cost for improvements to the 50-acre tract, based upon professional experience and opinion, and tied to a set of stated assumptions. At the completion of the above tasks, the team will assemble the concepts and supporting documentation. This draft document, along with a draft of the preliminary business plan, will be submitted to the City Staff for input and review. Task 3. PRESENT: Final Master Plan Report 3.1 Upon receiving final written review comments from the City, the team will prepare images and documentation for the preliminary master plan report to be submitted to the City Staff for approval. 3.2 The preliminary master plan will be submitted both in a bound, 8.5xI 1 hard copy format, and on CDRom. III. Compensation Compensation for the scope of services described above will be a fixed sum of $104,700 as follows: Task 1 ANALYZE: Pre-Design Services Task 2 REFINE: Site Recommendations & Natural Heritage Center Master Site Plan Task 3 PRESENT: Preliminary Master Plan Report And Plan Preparation Total Phase I Services * Reimbursable Expenses (Not to exceed) $25,170 $58,270 $10,660 $94,100 $10,600 Attachment A 3 4/9/02 Total Fixed Sum $104,700 (Billed on a month['/basis as work progresses) ($64,700 City of Denton, $4o,ooo DISD) *Reimbursable expenses will be additional to the basic design services and will be a part of the lump sum cost of the scope of services described above. These expenses include, but may not be limited to such items as reproduction, computer plotting, printing, photography, aerial maps, travel/mileage, car rental, fax, copies, meals, lodging, couriers, postage, deliveries, etc. The full allotment for reimbursements may not be required. IV. Schedule ANALYZE AND REFINE PERIOD: April 1 -15 · Development of Preliminary Site Recommendations, Program/Funding/Operations Development, and Natural Heritage Center Master Plan PRESENT PERIOD: April 15-23 · Production of Preliminary Master Plan Report and Plan Preparation. (Established with the intention of providing necessary documentation for the DISD Bond committee meeting.) * Estimated scheduJe assumes a maximum of 10 business days for each review and comment period by the City. ¥. Additional Services Changes in the above Scope of Services, when requested and authorized in writing in advance by the City of Denton, will constitute additional services. Additional services include, but are not limited to; changes requested by the client such as, additional and/or multiple design studies requested that are not described herein, preparation of any surveys, site evaluations, environmental studies, financial feasibility studies, infrastructure analysis and engineering, traffic engineering, architectural and/or historical architectural design, demographics, preparation of zoning materials or any special studies or presentations not described herein. Additional services will be compensated based upon a mutually agreed fee. Incurred expenses associated with any additional services are in addition to the additional services fee. VI. Assumptions A. The City will provide, as expeditiously as possible, ali base information currently in its possession, required or necessary to complete the scope of services described above. All information provided by the City is assumed to be accurate and complete unless otherwise indicated by the City. Any information required to complete this scope of services that cannot be readily provided by the City would remain the responsibility of the City. All such information shall be provided to the project team, and any costs associated with acquisition will be borne by the City. Delays caused in the delivery of needed information may necessitate amendments to the project schedule. Attachment A 4 4/9/02 This scope and fee is based on the availability of GIS data as provided by the City/UNT for preparing analysis mapping. If this information is not available through the client, the team reserves the right to renegotiate services and associated compensation to accomplish the inventory and analysis ~napping by other means. All order of magnitude cost comparisons and opinions of probable construction cost provided by the Overland Partners team will be on the basis of experience and judgment The team has no control over market conditions or biding procedures, and cannot warrant that bids or ultimate construction costs will not vary from their opinions of probable construction costs. Overland Partners does acknowledge that the City is relying on the opinions of probable construction costs provided by the team, and anticipates minimal variation from the costs provided. D. The city will pay for all required governmental processing fees and/or public notice advertising costs. E. Ail printing and reproduction costs for master plan document duplicates will be the responsibility of the City. E Additional meetings and/or presentations beyond the (2) two meetings indicated in this scope of services will be additional services. It is anticipated that the initial site visit and partner meeting with be a ~,~ day meeting, while the workshop meeting will be a full day of meeting time. Engineering services including a Storm Water Pollution Prevention Plan (SWPPP) and topographical survey are not included in this scope of seMces. Any services for environmental engineering such as an Environmental Assessment (E./L) or Environmental Impact Statement (ELS.), induding for archaeological and/or habitat resource evaluation, would be considered additional services. H. The above scope of services does not include a final presentation meeting to the client, or to any other parties. NOTES ON ANTICIPATED TASKS FOR A SECOND PHASE OF WORK: This scope has been modified to respond to the resources and priorities of the client. It is anticipated that in order to develop and integrate a master plan and business plan for the entire 2700 acres, that a second phase of work will follow the scope of services outlined above. Tasks anticipated for the second phase, to be undertaken under a new contract, would include, but not be limited to: · Detailed analysis and management planning for the entire 2700-acre site · Undertaking of a charette to involve a wider constituent base, further articulate partner roles, refine programmatic and design responses, and promote the project to a larger audience · Further articulation of business plan details, as pertain to administrative strategies, funding strategies, and marketing opportunities Attachment A 5 4/9/02 ,, Integration of the business plan with the other elements of the master plan documentation · Additional tasks identified during the investi§ation outlined in this scope of services. Attachment A 6 4/12/02