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Res 15-14 Approving a Contract with Mesa Planning for Ordinance Update ServicesTOWN OF WESTLAKE RESOLUTION 15-14 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS APPROVING A CONTRACT WITH MESA PLANNING FOR PHASE 1 PLANNING SERVICES OF A POTENTIAL 4 PHASE ENGAGEMENT RELATED TO DRAFTING NEW ORDINANCES AND/OR ORDINANCE AMENDMENTS NECESSARY TO IMPLEMENT THE TOWN'S RECENTLY ADOPTED COMPREHENSIVE PLAN. WHEREAS, the Westlake Town Council adopted a new Comprehensive Plan on March 2, 2015 with passage of Ordinance No. 747; and, WHEREAS, the Westlake Town Council has identified as a high strategic priority the drafting of new ordinances and amendment of existing ordinances that facilitate the implementation this new Comprehensive Plan; and, WHEREAS, the Westlake Town Council desires to utilize the services of a professional planning services firm familiar with its Comprehensive Plan to provide these ordinance drafting services; and, WHEREAS, the Town Council has budgeted funding in the FY 14-15 Proposed Budget for this purpose; and WHEREAS, the Town Council fords that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION l: THAT, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: THAT, the Town Council of the Town of Westlake, Texas, hereby approves the attached Contract with MESA Planning for planning services related to drafting new ordinances and amendments to existing ordinances for implementation of the Town's Comprehensive Plan that was adopted March 2, 2015, with said contract for planning services attached hereto as Exhibit "A" to this resolution; and further authorizes the Town Manager to execute said agreement on behalf of the Town of Westlake. SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. Resolution 15-14 Page 1 of 2 SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 15 TH DAY OF JUNE, 2015. ATTEST: A Kelly , dwards, awn Secretary APPROVEDAS TO Attorney Laura Wheat, Mayor Thomas E. Brymer, trn Manager Resolution 15-14 Page 2 of 2 Agreement Between: Owner and Architect Contract Agreement Date: August 26, 2013 Page 1 of 17 Document No. OAB101 (modified) BETWEEN MESA Planning (hereinafter identified as the Architect) and Town of Westlake, Texas (hereinafter identified as the Owner): The Owner: Town of Westlake Owner's Representative- Thomas E. Brymer, Town Manager Town of Westlake 3 Village Circle, Suite 202 Westlake, Texas 76202 and the Architect: MESA Planning 11700 Preston Road Suite 660-229 Dallas, Texas 75230 for the following Project: Westlake, Texas, Comprehensive Plan Update The Owner and Architect agree as follows. Page 1 of 17 Resolution 15-14 Agreement Between: Owner and Architect TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECTS RESPONSIBILITIES 3 SCOPE OF ARCHITECTS BASIC SERVICES 4 ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITES 6 COPYRIGHTS AND LICENSES 7 CLAIMS AND DISPUTES 8 TERMINATION OR SUSPENSION 9 MISCELLANEOUS PROVISIONS 10 COMPENSATION 11 SPECIAL TERMS AND CONDITIONS 12 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION Page 2 of 17 Document No. OAB101 (modified) § 1.1 This Agreement is based on the Initial Information set forth in this Article 1 and the Scope of Work set forth in Exhibit "A" incorporated into Section 12.2 of this agreement: § 1.2 The Owner's anticipated dates for commencement of construction and Substantial Completion of the Work are set forth below: .1 Commencement of construction date: July 20, 2015 .2 Substantial Completion date: November 31, 2015 § 1.3 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule, the Architect's services and the Architect's compensation if agreed to by both parties. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services as set forth in Section 12.2 of this Agreement. § 2.2 The Architect does not represent that they are providing the services of an attorney and shall perform its services (described herein) consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.3 Robin H. McCaffrey AIA, F AICP is a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain Professional Liability insurance for the duration of this Agreement. If any of the requirements set forth below exceed the types and limits the Architect normally maintains, the Owner shall reimburse Page 2 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 3 of 17 Document No. OAB101 (modified) the Architect for any additional cost. The Architect's liability policy shall be a claims made policy in an amount not less than $1,000,000 per occurrence and $1,000,000 annual aggregate ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Scope of Work consists of those Work Tasks described in Section 12.2 of this agreement as Exhibit "A" and Exhibit "C". Said services under this contract can be generally described as comprehensive plan implementation and policy services. Said services do not include any architectural design service. § 3.1.1 The Architect shall manage the Architects services, consult with the Owner, research applicable design criteria, attend Project meetings, communicate with members of the Project team and report progress to the Owner. § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on the accuracy and completeness of services and information furnished by the Owner and the Owner's consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission or inconsistency in such services or information. § 3.1.3 The Architect shall perform the work in accordance with the timeline contained in Section 12.2 of this agreement as Exhibit "B". § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution made without the Architect's approval. ARTICLE 4 ADDITIONAL SERVICES § 4.1 Services requested, but not specifically included in the scope of services described in Exhibit "A" (such as additional meetings not specified in the task description), will be considered additional services. Modifications to the instruments of service, after approval by Owner, as a result of changes requested by Owner will be considered additional services and billed at an hourly rate as follows: Principal $185.00 Associate -Planning $130.00 Associate Landscape Architecture $130.00 Project manager $110.00 Designer -Planner $ 90.00 Graphics/ Marketing/ Administration $ 75.00 Engineer $220.00 Financial Consultant $240.00 Principal Mosaic $200.00 Both the Owner and the Architect will agree to which billing rate specific parties are assigned for billing purposes. § 4.2 Additional Services may be provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.3 shall entitle the Architect to compensation pursuant to hourly fees specified in Section 4.1 and an appropriate adjustment in the Architect's schedule. § 4.3.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the Additional Services until the Architect receives the Owner's written authorization. Additional Services include: .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including, but not limited to, size, quality, complexity, the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the Owner's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED certification; .3 Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure Page 3 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 4 of 17 Document No. OAB 101 (modified) of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital data for transmission to the Owner's consultants and contractors, or to other Owner authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Services necessitated by the owner's decision to extend property owner review and input beyond the meetings specified for such review and input in Section 12.2 of this agreement. .8 Preparation for, and attendance at, a public presentation, meeting or hearing, other then those specified in Exhibit "A"; .9 Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .10 Evaluation of the qualifications of bidders or persons providing proposals; .11 Consultation concerning replacement of Work resulting from fire or other cause during construction; .12 Assistance to the Initial Decision Maker, if other than the Architect. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project.. Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information to the extent the Owner has such information and to the extent such information is such information is not available elsewhere and the information is necessary and relevant for the Architect to complete the Project. § 5.2 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.3 When requested, the Owner shall furnish any available City materials related to ordinance considerations described in Exhibit "A" such as a history of previous amendments and issues related to code administration. § 5.4 Upon request The Owner shall furnish all Plans, Studies, Ordinances, Policies, Surveys, and / or regulations regarding the city codes, code enforcement, or development policy. § 5.5 The Owner shall furnish any useful base maps, previous ordinance/ code documents, legal opinions, digital map files, development proposals, and/ or zoning submittal documents in the possession of the Owner and as requested by the Architect. § 5.6 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants to the extent those agreements or services are applicable to the Scope of Work in this Agreement, as determined by the Owner. The Owner shall furnish the instruments of service of consultants other than those designated in this Agreement when the Architect requests such information and demonstrates that they are reasonably required by the scope of the Project. ARTICLE 6 COPYRIGHTS AND LICENSES § 6.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. If the Owner and Architect intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions. § 6.2 The Architect and the Architect's consultants shall release all rights as the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, which shall be considered a Work for Hire, and shall belong to the Town. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the rights of the Town. However, nothing in this section prohibits the Architect and the Architect's consultants from utilizing summaries and provisions of the Instruments of Service, including the Drawings and Specifications, required by the Owner under this contract, for sales and marketing purposes. Page 4 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 5 of 17 Document No. OAB10 1 (modified) § 6.3 Upon execution of this Agreement, the Architect grants to the Owner a non-exclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of using, maintaining, altering and adding to the Instrument of Service, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement. The license granted under this section permits the Owner to authorize the City Staff and others as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service. If the Architect rightfully terminates this Agreement for cause as provided in Section 8.4, the license granted in this Section 6.3 shall terminate. ARTICLE 7 CLAIMS AND DISPUTES § 7.1 GENERAL § 7.1.1 The Owner and Architect shall commence all claims and causes of action, whether in contract, tort, or otherwise, against the other arising out of or related to this Agreement in accordance with the requirements of the method of binding dispute resolution selected in this Agreement within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 7.1.1. § 7.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. § 7.1.3 The Architect and Owner waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 8.7. § 7.2 MEDIATION § 7.2.1 Any claim dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 7.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation. A request for mediation shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a Petition or other appropriate demand for binding dispute resolution but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order. § 7.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 7.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 7.2, the method of binding dispute resolution shall be a trial in the District Court of Tarrant County, Texas pursuant to Section 7.3 of this Agreement ARTICLE 8 TERMINATION OR SUSPENSION § 8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. Page 5 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 6 of 17 Document No. OAB101 (modified) § 8.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architects fees for the remaining services and the time schedules shall be equitably adjusted. § 8.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 8.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 8.5 The Owner or Architect may terminate this Agreement for their convenience and without cause upon not less than seven days' written notice and their mutual consent to do so. § 8.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due. § 8.8 The Owner's rights to use the Architects Instruments of Service in the event of a termination of this Agreement are set forth in Article 6 and Section 10.9. ARTICLE 9 MISCELLANEOUS PROVISIONS § 9.1 This Agreement shall be governed by the law of the place where the Project is located. § 9.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other. § 9.4 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. § 9.5 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 9.6 Subject to the provisions contained in Section 6.2, the Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architects promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations. However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. § 9.7 If the Architect or Owner receives information specifically designated by the other party as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except to (1) its employees, (2) those who need to know the content of such information in order to perform services or construction solely and exclusively for the Project, or (3) its consultants and contractors whose contracts include similar restrictions on the use of confidential information. ARTICLE 10 COMPENSATION § 10.1 For the Architect's Basic Services described in Exhibit "A", the Owner shall compensate the Architect and total fee as follows: PART ONE: High Priority Ordinance Initiatives ,, = R ' 1.1 The Transfer of Development Square Footage Mechanism 1.2 Integrating TDSF and Comp Plan Policies into Chapter 102 PART TWO: Reorganization and Formulation of a Unified Development Code ;(to be $75,000 authorized upon Town approval of subsequent contract) 2.1 Redistribution 2.2 Reference to, coordination with, and integration of 2015 Comprehensive Plan 2.3 Coordination with Engineer providing updated reference to Codes and Standards Page 6 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 7 of 17 Document No. OAB 101 modi PARTTHREE: Cather Oidthances"(to:be "autliiirrYed upon Tt�wn appren+al of sultsequefat O;OtfO ttii�traccj`� 3.1 Building Quality Ordinance 3.2 Revised Sign Ordinance PART idiURt Review and-Adoptdori "{t4, be authorized upon Titian approval of ,300,; subsequent contract) f�� 4.1 Legal Review 4.2 Staff Review 4.3 Codification 4.4 Adoption Subtotal including the $23,399 remaining in Comprehensive Plan Contract $203,300 e!. €S�l, , s�^'n, _•,."��Q�ist.��,,,T�.��,.+, #'+?ii., r J ?xS:, Fr..d,s �4£�,`� 3 „r; .�IIII..;x.�r?f- *Fee for Part One including the $23,399 remaining in Comprehensive Plan Contract $90,000 fled) § 10.2 For Additional Services, the Owner shall compensate the Architect in accordance with the following hourly fee schedule: Principal MESA Planning $185.00 Associate -Planning $130.00 Associate Landscape Architecture $130.00 Project manager $110.00 Designer -Planner $ 90.00 Graphics/ Marketing/ Administration $ 75.00 Engineer $220.00 Financial Consultant $240.00 Principal Mosaic $200.00 Both the Owner and the Architect will agree to which billing rate specific parties are assigned for billing purposes. § 10.3 Compensation to the Architect shall be on a progress billing basis in which the Owner will be invoiced based on the percent of any Task (as described in Exhibit "A") completed at the time of the invoice. § 10.8 COMPENSATION FOR REIMBURSABLE EXPENSES § 10.8.1 Expenses not included in this proposal. The following expenses are in addition to compensation for Basic and Additional Services, are subject to cap shown in Section 10.8.2, and include only actual proven expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Fees paid for securing approval of authorities having jurisdiction over the Project, or other permit/ registration fees; .3 Renderings, models, mock-ups, professional photography, and presentation materials requested by the Owner; .4 Architect's Consultant's expense of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of that normally carried by the Architects consultants; [Unless this provision is applicable to this contract, take it out .5 All taxes levied on professional services and on reimbursable expenses; § 10.8.2 Reimbursable Expenses stated above shall be authorized by the Client prior to payment Page 7 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 8 of 17 Document No. UAB 101 (modified) § 10.9 PAYMENTS TO THE ARCHITECT § 10.9.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable within 45 days after presentation of the Architect's invoice. § 10.9.3 The Owner shall not withhold amounts from the Architect's compensation as a deferred payment or to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 10.9.4 If the Owner fails to make payments to the Architect in accordance with this agreement, such failure shall be considered substantial non-performance and cause for termination or, at the Architect's option, cause for suspension of performance of service under this agreement. If the Architect elects to suspend service, prior to suspension of services, the Architect shall give seven (7) days written notice to the Owner. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused to the Owner because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension As agreed to by Owner. § 10.9.5 Records of Reimbursable Expenses shall be provided prior to receiving reimbursement. Expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner within 5 calendar days after request. ARTICLE 11 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: § 11.1 Not included are the following: a. Utility Design Engineering (water, sewer, storm, electrical, cable, telephone, etc.) b. Illustrative plans, models and drawings not specifically described in the Scope of Services c. TDLR Submittal d. As Built Drawings e. Architectural Public Facility Space Needs Assessment f. Legal Review § 11.2 The Architect may subcontract consultants in the performance of any services described in this agreement(with Owner approval). Approved sub -contractors include Gresham Smith and Partners, RCLCO, Mosaic, Ashley Shook, and Eli Pearson. § 11.3 The Architect does not act as a General Contractor or Prime Contractor in any way, or accept responsibility, for poor workmanship on the part of others that are not part of this consultant team. § 11.4 The Texas Board of Architectural Examiners has jurisdiction over complaints regarding the professional practices of persons registered as Architects in Texas. Texas Board of Architectural Examiners, P.O. Box 12337, Austin, Texas 78711-2337; tele: 512.305.9000; fax: 512.305.9005; e-mail: www.tbae.state.tx.us. § 11.10 The Architect shall indemnify and hold the Owner harmless from and against any and all loss, claims, actions, damages, liability and expense in connection with loss of life, personal injury, damage to property or any other loss or injury arising directly from or out of the negligent performance of the Work. The Architect shall not be required, however, to indemnify any party against a claim arising from the willful misconduct or negligence of that party. § 11.11 Should any provision contained in this Agreement for any reason be held to be void, invalid, illegal or unenforceable, such determination shall not affect any other provision hereof and this Agreement shall be considered as if the entirety of such void, invalid or unenforceable provision had never been contained in this Agreement. § 11.12 Notification to either party by the other that is required under this Agreement shall be personally delivered or mailed to such party at the following respective addresses: Page 8 of 17 Resolution 15-14 Agreement Between: Owner and Architect Town of Westlake: Thomas E. Brymer, Town Manager Town of Westlake 3 Village Circle, Suite 202 Westlake, TX 76262 Phone: 817-490-5720 MESA Planning: Robin McCaffrey AIA, FAICP MESA Planning 11700 Preston Road, Suite 660-299 Dallas, TX 75230 Phone: 214-535-7484 Page 9 of 17 Document No. OAB101 (modified) ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Architect. § 12.2 This Agreement is comprised of the following documents listed below: .1 Document OAB101, Agreement Between Owner and Architect .2 Exhibit "A" Scope of Work to be done by MESA for Town, attached hereto and incorporated herein and MESA's Proposal, which is attached hereto and incorporated herein. .3 Exhibit "B" Timeline This Agreement entered into as of June 20, 2015. OWNER (Sign"ITj Thomas E. Brymer, Town Manage Town of Westlake Page 9 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 10 of 17 Document No. OAB101 (modified) This Page Blank Page 10 of 17 Resolution 15-14 Agreement Between: Owner and Architect x EXHIBIT "A" SCOPE OF SERVICES: Page 11 of 17 Document No. OAB101 (modified) Introduction: Based on the feedback gathered at the meeting in April, the Team recommends breaking this project down into phases. The first phase will position the Town to embark upon a Transfer of Development Square Footage Growth Management strategy (as described in the 2015 Comprehensive Plan) and will ensure that Chapter 102 of the Westlake Code of Ordinances is consistent with the future Land Use element of the Forging Westlake Comprehensive Plan Update. Therefore, Part One is the Scope of this Contract. Other Phases are presented herein for full disclosure to the Town regarding additional contract elements necessary to attain a Unified Development Code, Special Ordinance Elements, and Adoption of the Code Revisions. These elements will be authorized by subsequent contract as the Town determines such additional scope elements to be timely. Part One: High Priority Ordinance Initiatives. Part one of this proposal focuses on the most urgent ordinance initiatives and comprises the full work scope authorized under this contract. These include formulation of the Transfer of Development Square Footage (TDSF) mechanism, needed to manage pending development growth within limits established by the recently adopted Comprehensive Plan, and revisions to Chapter 102 of the existing Code of Ordinances, needed to implement certain comprehensive policies. 1.1 Formulating the Transfer of Development Square Footage (TDSF) Mechanism: Due to the level of future traffic saturation (as a result of current entitlements) the Comprehensive Plan recommends attaining increased non-residential density in the future by moving non-residential square footage from areas where build -out will likely be (or should be) less than the FAR permitted by current PD Ordinances (called Sending Areas) to areas where market responsive build -out would likely exceed the FAR permitted by current PD Ordinances (called Receiving Areas). This Task sets out the work required to formulate a Transfer of Development square Footage Mechanism. 1.1.1 Comparable Ordinance Research and determination of Ordinance Structure most appropriate for Westlake: It is in the interest of the Town to formulate a TDSF ordinance that is built from existing ordinances which have proven effective. Therefore, the Ordinance Team will review comparable ordinances and summarize their applicability to Westlake. The TDSF Ordinance for Westlake will be built from the basic features of one or more of these documents. 1.1.2 Creation of a TDSF Zoning Suffix and increases/decreases to commercial square footage through TDSF without re -zoning: Establishing procedures and Page 11 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 12 of 17 Document No. OAB101 (modified) classification for establishment of "Planned Development" as the primary zoning classification in Westlake, thereby setting up transition from the existing Euclidean entitlements to a Planned Development designation in which relations to the TDSF process are recognized. 1.1.3 Establishing the sending and receiving thresholds and clarifying links to the Comp Plan documents and how such documents are to be used: Establishing the relationship of the sending and receiving areas and/ or the sending/ receiving areas (as established by the 2015 Westlake Comprehensive Plan) to the evaluation and review procedures of the TDSF. Here, thresholds of maximum and minimum transfer will be established and the extent to which a potential Sending Area or Receiving Area status is effected by execution of TDSF within it. 1.1.4 Clarifying execution of incentive exchange rate: The primary intent of the TDSF is to promote and incentivize private implementation of public development goals as stated in the 2015 Westlake Comprehensive Plan. Therefore, the extent to which incentives effect the rate of exchange applied to any TDSF and the procedures by which incentives are determined as appropriate/ merited as well as approved, will be established. 1.1.5 Clarifying the replacement of residential use for relocated commercial square footage in certain circumstances: The TDSF program has particular relevance to implementation of the Housing Plan element of the 2015 Westlake Comprehensive Plan. Therefore, particular attention will be paid to the means by which exported commercial square footage can and should be replaced by residential units and the target densities that are possible with such a conversion. Also, the process by which conversion proposals are evaluated and approved will be identified. 1.1.6 Establishing process of monitoring and tracking density increases and decreases: It is important that the TDSF program be accompanied by a clear monitoring and tracking system and that any increases in density over the density established by planned development ordinances is documented for permitting purposes. Therefore, such monitoring and tracking systems will be developed. 1.1.7 Establishing standards for documentation and submittal: It is essential to maintenance of a defensible and fair execution of the TDSF program that the materials reviewed by staff and the approving bodies be standardized. Therefore, submittal requirements will be developed as determined necessary. 1.1.8 Establishing the process for Certificate of Appropriateness: The TDSF program will likely be accomplished through a zoning suffix designation (which will identify sending and/ or receiving areas). Under the suffix designation, import or export Page 12 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 13 of 17 Document No. 0AB101 (modified) of commercial square footage will require a Certificate of Appropriateness (CA) before any building permit can be issued. Therefore, the process for application, review and consideration of a CA will be established. 1.1.9 Working with major property owners: Presentations to assembled property owners will be made at 2 points in the work process (to be determined in conjunction with Town Staff) for the purpose of receiving property owner comment and input. 1.1.10 Working with the Town Attorney and Town Staff. Consultation with, and review by, the Town attorney is essential. Therefore, the Ordinance Team will coordinate such review with the Town Attorney (working under existing contract with Westlake) as well as review and discussions with the Town Staff. See meetings below. 1.2 Integrating the TDSF Mechanism into the existing Chapter 102 of the Code of Ordinances: Once the TDSF Mechanism is formulated it must be reconciled with Chapter 102 and where it is combined with other applicable recommendations/ policies of the Forging Westlake 2015 Comprehensive Plan. 1.2.1 Inclusion and reference in Chapter 102: The current zoning chapter will be revised in order to facilitate implementation of the Growth Management Policies established in the Forging Westlake, 2015 Comprehensive Plan Update. The revisions will consider the Town's condition of being 100% zoned and more than 75% of that zoning is Planned Development. Therefore, the intent of this revision to support the Transfer of Development Square Footage Growth Management Strategy which seeks to allow redistribution of entitlement(in lieu of rezoning) and maintenance of a general overall vehicular trip generation so that future Levels of Service (on roadways and at intersections) can be maintained at levels acceptable to the Town. Therefore, revision of the Zoning Chapter will preserve existing land use tables and categorical standards but will investigate transition of all non-residential categorical zoning to a PD (such as the office component of the Margaret Lee Property) in an effort to maintain a uniform baseline upon which the Development Square Footage Transfer Mechanism can work. The revision of the Zoning Chapter will seek to make any future rezoning of categorical zoned non-residential land a Planned Development only and minimum content for such Planned Development will be established as well as the relationship between content of any future Planned Development and the Character Districts/ Land Use Plan established by the Comprehensive Plan. All revisions of the Zoning Chapter will be for the purpose of pointing to and supporting the Transfer of Development Square Footage Ordinance. 1.2.2 Inclusion and reference in other chapters: Just as Chapter 102 will need to be amended, other references to current zoning and/ or zoning procedures that conflict with Page 13 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 14 of 17 Document No. OAB 101 (modified) or inhibit implementation/ execution of the TDSF as described above will be reconciled with the redefinition of zoning for Westlake and the use of TDSF as the primary mechanism for density increases in the future. 1.1 and 1.2 Deliverables: The following is a summary of the deliverables that will be provided to the Town through the course of Tasks 1.2 and 1.3: • Creation of a TDSF Ordinance: An ordinance to be set into its own Chapter or Article or Division (as determined by the Ordinance Team). This ordinance instrument will be reviewed by the Town Attorney and Town Staff and appropriate revisions made by the Ordinance Team. • Amendments to Chapter 102: Amendments as required to integrate the TDSF mechanism and integrate the applicable growth management policies of the Forging Westlake 2015 Comprehensive Plan. Part One Meeting Sessions: There are a total of three meeting sessions and a joint work session anticipated for Tasks 1.1 and 1.2. Each session will include at a minimum one meeting with the Project Coordination Team. At least one of these meetings will include Westlake Commercial Property owners most affected by the TDSF Ordinance. Other meetings will be with the Town Staff and Town Attorney as key questions of increasing development square footage without rezoning are addressed. A summary of the content of each has been included below. • Session #1: Town Attorney and Town Staff to discuss the intent and the purposes of the TDSF initiative and identify the key issues of application. • Session #2: Town Attorney and Town Staff to review preliminary design of the TDSF process and administration. • Session #3: Major Commercial Property owners to review the preliminary TDSF mechanism and provide input. • Presentation: Presentation to a joint work session of the Town Planning Commission and Town Council. NOTE: Parts Two and Three (as generally described below) will be initiated by a separate contract between MESA Planning and the Town of Westlake. Part Two: Reorganization and Formulation of a Unified Development Code: It is desirable for a Town faced with the high level of development now pending to establish a unified development code where all regulations regarding development can be placed for uniform application and management. 2.1 Redistribution: The Ordinance Team will reorganize the Chapters, Articles, Sections, and/or Divisions of the existing Westlake Code of ordinances (as well as the currently adopted Page 14 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 15 of 17 Document No. OAB101 (modified) planned Development Ordinances) into a three volume framework. This portion of the work scope does not include new content, only reorganization according to the Code three volume structure as follows: • The General Ordinances: These will be various ordinances containing regulations/ standards/ guidelines not related to land or building development. This includes such Chapters as "Taxation" and "Traffic and Vehicles" as well as various Sections within Chapters (such as Sections within Chapter 14: Animals). This will include the general powers of boards and commissions as well as standard procedures except zoning, platting, and permitting. • The Unified Development Code: All Chapters and/ or Articles/ Sections/ Divisions within other chapters that present a regulation, process, standard, and/or guideline affecting land or building development will be gathered into the Unified Development Code Volume, where possible. Those Articles/Sections/ Divisions not able to be so relocated shall be referenced. The intent of reorganization and referencing as described above) is to deposit all regulation/processes/standards/ guidelines related to land or building development in one central subdivision of the Westlake Code of Ordinances. Currently, the "Unified Development Code" is a sub -section of the Community Development Chapter and does not address development standards or provisions. Part of the reorganization will be to remove Ch 26 Article II Unified Development Code from the general code of ordinances and restore it to its original form. It will be a separate volume that houses the standards and provisions used to regulate development in the Town of Westlake, including building, zoning and subdivision regulation and/or reference to other codes and/or reference to guidelines (where deemed appropriate). P The Planned Development Ordinances: All currently approved Planned Development ordinances and current exhibits associated with those ordinances will be organized into a Planned Development Volume. This volume will also contain the various tabulations of the Planned Development content, identifying which Chapters, Sections, and/ or Divisions of the Unified Development Code are amended by them. Task 2.2: Reference to, coordination with, and integration of the 2015 Comprehensive Plan Update. Amendment to the Reorganized Westlake Code of Ordinances (Part One, above) will be made in order to replace references to plan documents, policies, and/ or maps that are now replaced upon adoption of the Forging Westlake, 2015 Comprehensive plan Update. In addition, places within the reorganized code will be created as necessary to reference and integrate the Policies section o that Plan. Finally, additional development review processes will be created where necessary to accomplish the intent of the plan, implement Transfer of Development Square Footage as envisioned by the plan and the Development Review Checklist as presented in the Plan. Task 2.3: Coordination with Engineer providing updated reference to Codes and Standards. Page 15 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 16 of 17 Document No. OAB101 (modified) The Ordinance Team will work with the Town's engineering consultant, charged with updating references to various studies, codes, plans, guidelines, and standards within the Westlake Code of Ordinances. The Ordinance Team will identify where existing references that need to be considered as well as identify places (within the Code) where new references need to be provides or new standards/guidelines need to be formulated. Part Three: Other Ordinances 3.1 Building Quality Ordinance: Establish a regulatory element within the reorganized Code of Ordinances which speaks to residential building quality. Materials, workmanship, typical construction assemblies, and discipline of design will be addressed through standards, criteria and procedures. The purpose of this element is to assure that future residential construction in Westlake will compliment and support the quality of design and value now present within the Town. 3.2 Revised Sign Ordinance: Using the Character Districts set forth in the 2015 Comprehensive Plan Update, the Planning Team will create a revised Sign Ordinance that establishes Sign Districts and sets standards for sign types by district. In this revised ordinance, signs within the Regional Commercial Sign District would be subject to different standards than signs within the Community Commercial Sign District. Part Four: Review and Adoption 4.1 Legal Review: The Ordinance Team will work closely with the Town Attorney who will provide on-going legal review and comment. 4.2 Staff Review: The Ordinance Team will work closely with the Town Staff who will provide on-going legal review and comment. 4.3 Codification: The Ordinance Team will work with Muni -Code and the Town to facilitate final codification. 4.4 Adoption: The Ordinance Team will make presentations as to Commission and Council through the process of considering these ordinances and ordinance revisions. Page 16 of 17 Resolution 15-14 Agreement Between: Owner and Architect Page 17 of 17 Document No. DAB 101 (modified) EXHIBIT "B": PROJECT TIMELINE Page 17 of 17 Resolution 15-14