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2010R40-Gateway Planning Group AgreementRESOLUTION NO. 10 -R -40 A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS AUTHORIZING A PROFESSIONAL SERVICES AGREEMENT WITH GATEWAY PLANNING GROUP, INC., AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City staff of the City of Schertz (the "City ") has determined that the City requires professional services relating to City master planning; and WHEREAS, City staff has determined that Gateway Planning Group, Inc. is uniquely qualified to provide such services for the City; and WHEREAS, pursuant to Section 252.022(a)(4), the City is not required to seek bids or proposals with respect to a procurement for personal, professional, or planning purposes; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with Gateway Planning Group, Inc. pursuant to the Professional Services Agreement attached hereto as Exhibit A (the "Agreement "). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS 1-6 -1* Section 1. The City Council hereby authorizes the City Manager to execute and deliver the Agreement with Gateway Planning Group, Inc. in substantially the form set forth on Exhibit A. Section 2. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the City Council. Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. Section 4. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. Section 5. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Resolution would have been enacted without such invalid provision. Section 6. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject 50324599.1 matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, Texas Government Code, as amended. Section 7. This Resolution shall be in force and effect from and after its final passage, and it is so resolved. PASSED AND ADOPTED, this 27th day of July, 2010. CITY OF WHERTZ, TEXAS t. ATTEST: t Secretary (CITY SEAL) 50324599.1 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT 50324599.1 A -1 latewag; kq ;P11 G xov - PROFESSIONAL SERVICES AGREEMENT (Schertz IH3S/IHI0 Initiative) THIS PROFESSIONAL SERVICES AGREEMENT (tile "Agreement") is entered into as of July 27, 20 10 (the "Effective Date"), by and between GATB'VAY PLANNING GROUP, INC. ('Contractor"), located at 101 Summit Ave. Suite 606, Fort Worth. Texas 76102 and the CITY OF SCHERTZ, TEXAS ( "Client' " }.. located at 1400 Schertz Paricvay,,Schertz, Texas 78154, A.ttn- Don E. Taylor, City Manager. L ENGAGEMENT. Client hereby retains Contractor- and Contractor hereby accepts engagement from Client to provide services set forth in the tasks delineated oil Schedule "I'?, attached hereto (the "Services "). 2. COMPENSATION. Client -hall pay Contractor a fixed fee of $598,750.00, over fiscal years 2010, *2011 and 20t2, based on the tasks in Schedule "I". . plus necessary reimbursable expenses, including, without limitation, travel, lodging, reprographics, facilities rental, workshop supplies, and plotting. Specific allocations, deductions or credits affecting the compensation to Contract must be detailed in writing on Schedule "I" and established at the outset of the engagement contemplated herein. Contractor shall invoice client on a monthly basis purstiant to a percentage completion of the tasks delineated in Schedule "t", along with reimbursable expenses incurred to date. All invoices shall be due upon presentation and payable within twenty (20) business day!.. All other services undertaken by Contractor and authorized by Client in writing beyond those specified in Schedule "I" shall be ,compensated at the rate of $275.00 per hour for principals, $225.00 per hour for senior designers, engineers and planners, $175.00 per hour for designers, engineers, and planners, and $105.00 per hour for professional support staff, unless other arrangements are made by mutual agreement. Contractor may sub-contract any portion of the Services set forth on Schedule "I", but the contractor is responsible for the quality of the work by such subcontractor; provided, however, any increase in fee-, or compensation due to the use of such sub-contracted services shall be approved in writing and by Client. 3. PROFESSIONAL STANDARDS. Contractor shall be responsible, to the level of canapetency presently maintained by other practicing professionals in the same type of work in Client's community, for the professional and technical soundness, accuracy, and adequacy of the work furnished under this Agreement. 4, TERMINATION Either Client or Contractor may terminate this Agreement by giving 30 days written notice to the other party. In such event. Client shall forthwith pay Conti-actor in full for all -vork previously authorized and performed print, to the effective date of termination. If no notice of termination is given, relationships and obligations created by this Agreement shall be terminated upon completion of all applicable requirement-, of this Agreement. agrees that Client shall, until expiration of one (1) year after final payment by Client to Contractor, blue access to and the right to examine and photocopy directly pertinent documents, papers and records of Contractor involving transactions relating to this Agreement. Upon forty-eight (40) hours notice, Contractor shall give Client access during normal working hours to all necessary facilities and shall be provided adequate and appropriate work space in order to conduct audits. in compliance with the provisions of this section. Contractor at all times shall retain co- ownership of all final work. product resulting from this Agreement and may utilize it for any purposes including. without limitation, marketing. Contractorshall retain sole ownership ofsourcefiles, digital files, drafts and working documents. for all work product Contractor and Client shall co-own final work products. If Contractor displays contractor's logo, or copyright designation on any draft or final workproduct provided to Client, Client shall continue to utilize and display on the workproduct that logo or copyright designation if die workproduct is reproduced, used, disseminated or displayed publicly or disseminated to any third party unless other arrangements have been made by mutual agreement. Contractor reserves the right to enforce its copyright through all legal means including common law, statutory and equitable remedies. Contractor acknowledges and agrees that some or all of such records, though in the Conti-actor-, sole possession, may be subject to disclosure under the Texas Public Information Art, and agrees to cooperate with Client in connection with disclosures under such Act as allowed by Law. 6. INSURANCE. During the term of this Agreement and for two (2) years thereafter, Contractor shall keep in force General Liability and Professional Liability Insurance coverage up to $1,000,000.00 per occurrence and $1,000,000.00 in aggregate total coverage, respectively, and will name Client as additional insured. 7, ENTIRE AGREEMENT! MODIFICATION This Agreement, including Schedule "I", attached, is the entire agreement between the pat-des as to the subject matter hereof and supersedes all prior negotiations, agreements and understanding relating to the subject matter of this Agreement. This Agreement may only be modified or amended in writing. Email communication constitutes a writing if intended by both parties to be a writing under this paragraph. S. ACCESS TO RECORDS and NNORKPRODUCT. Contractor 8. ASSIGNMENT. Client understands that it may not assign this FROFESSIGINTAL SERVICES -4 P�EE IJE' G 1\7T 50324599.1 A-2 ?age i Agreement or its rights hereunder, or delegate any or all of its duties under this Agreement without written authorization from Contractor. Except for the use of sub-contractors to perform services. Contractor understands that it may not assign this Agreement or its rights hereunder, ,without written authorization from Client. 9, LEGAL EXPENSES. In the event that legal action is taken by either party to enforce any rights or remedies under this Agreen-,ent, it is hereby agreed that the successful or prevailing party sha11 be entitled to receive any costs, disbursements and reasonable attorney's fees. 10. SEVERA2B1LlTY. In the event that any one or more of the provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, this Agreement shall be construed) as if such invalid, illegal or unenforceable provisions had never been contained herein, and the enforceability of the remaining provisions contained herein shall not be impaired thereby. 11. BINDING EFFECT. The parties to this Agreement further agree that the promises, covenants, and conditions herein shall be binding upon the parties to this Agreement their heirs, assigns, successors, administrators, and representatives forever. 12. INDEMNIFIC -4XION AND HOLD HARMLESS. Each party .C'V (Client, to the extent permitted by law) agrees to indemnify and hold the other party, its heirs, assigns, .successors, administrator:, and representatives harmless of and fi cm any and all claims, actions, liabilities, losses, damages, suits or causes of action brought by any third party, person or entity as a result of any incident, event or occurrence Giving rise to such claims, to the extent such claims, actions, liabilities, losses, damages, suits or causes of action are caused by any negligent act, error or omission of the indemnifying party or• any person or organization for whom indemnifying party is legally liable. 13. LIMITATION OF LIABILITY. Contractor's liability for any cause or combination of causes is, in the aggregate, limited to an amount no greater than the fee paid to Contractor hereunder at- available insurance coverage delineated herein, whichever is greater. 14. GOVERNING LAW. It is understood and agreed by the parties that this Agreement shall be governed by and enforced in accordance with the laws of the State of Texas, and venue is agreed to be in Guadalupe County, Texas. IN WITNESS WHERE52fF, thi /Agreement was executed by the parties as of the Effective Elate, GATEWAY PLA NIl',fe6 GROUP, INC. Date: July 27,.2i310 (Authorized signature) Scott Polikov Its: President CITY OF SCC-IERTZ. TEXAS By: _ Date: Dan E. Taylor Its: City Manager PR OFES SI0N. —A SERVICES A REE'= �� j 50324599.1 A -3 Paze Gatewa Schedute "I" Gateway Planning Group, Inc. shall undertake the tasks and provide the deliverables as follows: MOFESSIONAL SE VICES AGREDAENT page 3 50324599.1 A-4 Aprox Fiscal year Task Description Month Task Cost subtotal 4. Fiscal 2010 $106,125.00 1 -a. Internal tean-, worksession regarding site attributes for growth management and TOD initiative and agreement on project outcomes, memo document initial conclusions Aug -'Ill $15,125.00 1 _b follow up analysis of key sites-, selection of subject site with staff; identification of general constraints of subject sites along IH35 and lH10 and prelinminary analysis of regional transportation connections through tolwn between the two corriclors; including accelerated analysisldeterrrination of RAIL Station Location Aug-Sept 2010 $32,000-00 1 -c- Internal team worksession to establish extent of plan area of subject sites within respective IH35 and IH,1 0 Corridors and identification of additional constraints and opportunities Sep-1 0 $22,750-00 'I -d- Market analysis for development potential of Subject site including (i) potential branding strategy for corridors and (ii) identification and engagement of potential anchor destinations such as higher Aug-Sept education and healthcare 201G $36,250-00 2. Fiscal 2011 $333,625.00 2-a. Development of Implementation Plan for potential EDC involvernert, support and investment in subject site (vehicles for land acquisition or support for third party, in,-iestment: identify potential for landowner partnerships', identify, potential investorldeveloper partners.- develop alternative strUCtUreS for Oct-Dec. deployrn'e,nt of development authority) 2010 39,625.00 MOFESSIONAL SE VICES AGREDAENT page 3 50324599.1 A-4 EC aU 2.b. Preparation for and facilitate 4-day design %tiorkshop, including key stakeholders respectively for 11­135IStation Area, inctuding refinement of rail station- area designation in coordination with the Lone Star Rail District— Nov -10 570-500.00 2,c, Refinement of concept plan for IH35!Rail Station Area with streetiblock plan, general character zones, street typesicross-sections, A/B street type plan, basic building types, conceptual greenspace plan; Jan.-Feb and 2 color renderings 2011 154&,750,00_ 2.d. draft new ordinance with form-based zoning and development standards for 11-135IRail Station Area Feb.-Apdl S40,375.00 2-e.. Develop recommended development initiative structure (for Phase 4) based on previous tasks Feb. - May 2011 $29,500.00 21 Preparation for and facilitate 4-day design workshop including key stakeholders respectively for IHIO Plan Area relay -June 2011 $70,500.00 2-g- Preparation for and Presentation of IH35IRail Station Plan (comp plan arnenclaient) and Development strategy to Council and EDC Board for adoption and endorsement of development phase (includes I prior joint council P&Z worksession - additional meetings hourly fee) May-June 20,11 517,37 t .00 2.h. Rezoning process for adoption of new zoning code for IH351Rail Station Area (assumes 3 joint presentations to P&Z and Council for IH35/Rail Station plan area - extra meetings billed hourly) June-July 2011 S17.000.00 3. Fiscal 2012 $159,000 3.a. Refinement of concept plan for IHIO plan area with slreet/block plan, general character zones, street brpesicross-sections, AIB street type plan, basic building types, conceptual greenspace plan, and 2 color renderings Sept.-Oct. 201", $48.7C�Ci_00 i.b. dram nevi ordinance with form-based zoning and Sept.-Oct. developrnent standards for IH 10 Plan Area 2011 $401.375-00 3-c. Project future tax base from buildout of plan and identify infi-astructureMevelop estimates of probable osi -ioritized infrastructure investment strategy cost for pi Sept.-Oct. 2011 $3 5, 500 . (30 DROFESSIUNA-L SEPNICES AGREEMENT Page 4 50324599.1 A-5 GaI lew, t' a., 3-d. Preparation for and Presentation of IHIG Plan (comp plan arnendment) and Development strategy to -OUncil and EDC Board for adoption and. endorsement of developnnent phase (includes I prior Joint council PAZ worksession - additional meetings Oct--Nov. hourly fee) 20,11 $17,17 SMj 3-e. Rezoning process for adoption of new zoning code for IM 0 Plan (assures 33 joint presentations to P&Z and Council for IH35 ' !Rail Station plan area - Oct,-Nov. extra meetings billed hourlo 20.11 $173000-00 Labor Total (does not include out of pocket expenses including but not limited to reprographics, travel, supplies, charrette facilities, etc.) $598,750.00 Ex en es (Approximately 15% of labor) $89,813.00 Client shall perform tasks or secure additiollaa services, as necessary for implementation of the Sel-fices as described herein. Contractor is not providing legal services in arlyWay, accordingly, legal review of the Contractor's work may be necessary. PR _T OFEY�IGN LSE -1JICESAGR=D,,E-N Page 5 50324599.1 A-6