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HomeMy WebLinkAboutItem 05 - HR&A Advisors Professional Services AgreementFROM: BRUNO RUMBELOW, CITY MANAGER(3 r MEETING DATE: AUGUST 5, 2014 1:7Xc•7LTIITA l: ak,ib7_aaus] City Council to consider approval of a market study, master plan and implementation strategy agreement with HR&A Advisors, Inc. for the 185 acres owned by the City. At the June 17 Council meeting, staff was directed to proceed with negotiations with the team led by HR&A Advisors for a market study and master plan for the 185 acres. Council requested additional information at the July 15 meeting about the scope and the cost to complete the process. At the special City Council workshop on July 29, staff presented the revised scope of services with a breakdown of the phases, tasks and deliverables. HR&A is proposing a flat fee for the first phase at $257,700 and "not to exceed" for all future phases $450,000 to give us comfort of the maximum we could pay if we purchased all of their services of $707,700, but still provides us the flexibility to negotiate task orders after phase one to purchase only the elements of their services we think we need. HR&A will move through the work as rapidly as possible to meet the following objectives: • create in excess of a billion dollars of investment • create quality that sets this tract apart both regionally and nationally • bring a set of destination uses that are pioneering and will stand the test of time • create an extraordinary place that will be enjoyed by visitors and residents • significantly strengthen our tax base The attached July 28, 2014 agreement/scope of service was reviewed with Council at a recent workshop and represents the staff recommendation for approval. 10.1 •• Attachments This Professional Services Agreement entered into this day of 2014, between the City of Grapevine, Texas (hereinafter referred to as the "City") and HR&A Advisors (hereinafter referred to as the "Firm"). The Firm is authorized to do business in the State of Texas WITNESSETH: WHEREAS, the City of Grapevine has a need for professional services to the preparation of a market based vision plan and the development and disposition strategy for the 185 acre property owned by the City WHEREAS, the Firm was selected following a thorough proposal, interview, and due diligence process. IT IS THEREFORE AGREED that the Firm will provide the following services: Scope of Work The services to be provided by the Firm for the City are fully described within the Scope of Work attached hereto as Exhibit A (the "Scope of Work"). Such exhibit is incorporated herein by reference as if copied in its entirety. The City will procure services outlined in Exhibit "A" in phases, by issuing task orders to procure services required. The City will review and approve scope and fee details for each phase and refine them accordingly prior to issuing task orders. 1.1 Task Orders It is understood by all parties that the tasks outlined in Exhibit "A" are general in nature. As each task is selected by the City, the Firm may be requested to provide a refined scope and fee associated with that task. 2. Term This Agreement shall commence on the date first written above and the services shall be completed by November 30, 2015. This time may be extended upon the mutual written agreement by both parties. It is the understanding of both parties that in the interest of efficiency, one or more tasks outlined within the Scope of Work may be conducted concurrently. 3. Compensation The total fees for the services described in Exhibit "A" will not exceed $707,000 inclusive of direct expenses. At this time, for the provision of the services for Phase I of the work, the City shall pay the Firm a fixed fee not to exceed $257,700, as specified in the attached Scope of Work. For the provision of the services described in Phases 11 through IV of the work, the City shall pay the firm a not to exceed amount as specified in the amended Scope of Work for the phases as selected by the city. All fees are inclusive of all travel expenses and costs. Any work or fees beyond the scope of the attached Scope of Work shall be only by written authorization by the City. This is a contract for professional services and the compensation provided for herein is the entire compensation to be provided. For tasks performed under Phase I, Vision Plan, the Firm shall submit invoices for services completed on a monthly basis based on progress to date. Upon receipt of such invoices and completion of the services to the City's satisfaction, the City shall pay the Firm within thirty (30) days. An initial retainer of $38,500 shall be paid upon initiation of Phase I tasks of the assignment, and such amount shall count towards the overall cost of services. 4. Publication, Reproduction, and Use of Material No custom material produced in whole or in part under this Agreement shall be subject to copyright or patent in the United States or in any country. The City shall have exclusive authority to publish, disclose, distribute, and otherwise use, in whole or in part, any custom material prepared under this Agreement. 5. Insurance A. The Firm shall secure and maintain, at its own expense, during the course of performance of the services under this Agreement, professional liability insurance, naming the City, as an additional insured, in the minimum amount of $1,000,000.00. The Firm shall also secure and maintain, at its own expense, during the course of performance of the services under this Agreement, worker's compensation insurance in an amount in accordance with Texas statutory requirements, if applicable. B. The Firm shall submit a certificate or certificates evidencing such insurance at the time of entering into this Agreement. The Firm shall provide at least thirty (30) days prior written notice of cancellation, expirations, terminations and alterations of the insurance policies. C. The requirements contained herein as to types and limits of insurance coverage to be maintained by the Firm are not intended to and shall not in any manner limit or quantify the liabilities and obligations of the Firm under this Agreement. 6. No Discrimination/Equal Opportunity In carrying out the work of this Agreement, the Firm shall not discriminate against any person because of race, color, religion, creed, sex, national origin, age, disability or other legally protected status. If the Firm uses any subcontractors in the performance of the work of this Agreement, the City shall ensure the subcontractors compliance with this provision. The Firm will at all times abide by the equal opportunity provisions of the Civil Rights Act of 1964 as amended. 7. Indemnification As to the Firm's Services produced under this Agreement, the Firm agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, "City") from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney s fees, or payments for injury to any person or property (collectively, "Losses") caused or claimed to be caused by the acts, errors and/or omissions of the Firm, or the Firm's employees, agents, officers, and subconsultants. The Firm's responsibilities under this Section include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of the Firm, its employees, agents or officers, or subconsultants; provided, however, that the Firm's duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding the Firm's obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from the Firm, if City chooses to do so. In addition, the Firm agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in this Section. The limits of insurance required in this Agreement shall not limit the Firm's obligations under this section. The terms of this section shall survive the termination or suspension of this Professional Services Agreement. The provisions of this section shall be valid for a period of three years from the completion of the project. 8. Assignment The service provided for hereunder may not be assigned in whole or in part without the express written authorization of the City Council. 9. Independent Contractors IM 12 13 14. The parties acknowledge that the relationship created under this Agreement is that of independent contracting parties and this Agreement does not create a general agency, joint venture, partnership, employment relationship or franchise between the parties. Neither party shall represent itself to be an agent of the other, nor shall it execute any documents or make any commitments to any contractual or other obligations with third parties Termination All terms and conditions of this Agreement are considered material, and failure to perform any of said terms and conditions on the part of the Firm shall be considered a breach of this Agreement. Should the Firm refuse or fail to comply with its obligations, or in the event the Firm shall violate any of the provisions of this Agreement, or the quality or quantity of the work performed is in the opinion of the City, below standard and therefore unsatisfactory, the City shall have the right to cancel this Agreement upon five (5) days written notice to the Firm. The Firm shall not be relieved of liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Firm. In the event the City is in default under this Agreement for failure to perform any of said terms and conditions, the Firm shall have the right to cancel this Agreement upon five (5) days written notice to the City. In the event of cancellation by the Firm, the City shall pay the Firm for all work satisfactorily completed prior to the cancellation date. The above notwithstanding, either party may without cause upon providing thirty (30) days event of such termination, the City shall owe proportionate share of work completed to date. Dispute Resolution terminate this Agreement with or advanced written notice. In the and pay the Firm based on the The parties agree to negotiate in good faith to promptly resolve any claim or dispute relating to this Agreement. In the event the parties are unable to resolve their dispute, the parties agree to attempt resolution of their dispute(s) by non- binding mediation prior to litigation. Compliance with Laws The Firm shall comply with all applicable federal, state and local laws, statutes, rules, regulations and ordinances. Governing Law This Agreement is governed by the laws of the State of Texas, and the exclusive venue for any dispute shall be in Tarrant County Texas. John F. Boyle, Jr. City Attorney HR&A ADVISORS, INC.: Amitabh Barthakur, Partner Attachments: Scope of Work (Exhibit A) Bruno Rumbelow City Manager City of Grapevine July 28, 2014 SCOPE OF WORK PHASE I — VISION PLAN Task 1: Goal Setting The Consultant Team will kick off the project with a Goal Setting Workshop. The purpose of this workshop is to understand the interests of the City and to define the City's guiding financial, fiscal, and policy objectives for development of the Grapevine Site. This workshop will be led by HR&A and will include key City Staff, and City Council members, as appropriate. The first part of this workshop will include a review of the scope of work, deliverables and timeline and related protocols, while the second part will be an interactive session moderated by HR&A, focusing on key goals and objectives for the project and how a development strategy for the 185 acre parcel may be aligned with broader community aspirations. Deliverable: Summary Memo of Project Goals and Objectives (1 Electronic Copy) Meeting. % day workshop in Grapevine Task 2: Market and Site Context Analysis The Consultant Team will prepare a comprehensive market study that will provide the City and stakeholders with an understanding of the project site's opportunities and challenges in the context of the current real estate market dynamics. The market analysis will profile resident and overnight tourist markets, evaluate regional trends, and benchmark the competitive supply of residential, retail, office, research/industrial, and entertainment, hospitality, and other visitor - serving uses. The analysis will also provide a focused overview of location based entertainment market trends in the context of the Dallas Metroplex, and identify key success factors for key entertainment anchors. Finally, this task will include a preliminary overview of the site context along with base site plans developed from available secondary data. The key components of the market and site context analysis will include: • Demographic and Socio -Economic Market Profile • Regional Real Estate Trends • Key Industry Trends for Location -Based Entertainment Projects • Evaluation of Regional Attractions and Competitive Real Estate Market • A Strengths, Weaknesses, Opportunities and Threats (SWOT) Analysis of the market context • Site Context (location, access, egress, natural features) and Base Site Plan • A SWOT analysis of the site context • Precedent Examples and lessons learned Deliverable: Market and Site Context Briefing Report (3 Hard Copies and 1 Electronic Copy) Gr anevi n e 18 City of Grapevine July 28, 2014 Task 3: Visioning An interactive Visioning Workshop will take place across a day and a half to help the City integrate the City's economic goals and objectives with realistic opportunities at the Site. On the afternoon of the first day, HR&A will present the key findings from Task 2, in order to provide the participants with adequate context in terms of market and site opportunities/challenges. The next day will include half day of sessions with City Staff and elected members to define the project vision and potential alternative development options. All of the sessions will be led by HR&A with participation by appropriate team members. The Visioning Workshop will include: Day 1 • Market Briefing (HR&A/ ECA) • Assessment of Existing Site Conditions and Planning Capacity (M&P) Day 2 • Evaluation of Land Use Opportunities (HR&A) • Define a `Project Vision' (All Participants) that take into consideration o Goals and aspirations o Land use options o Brand and market position o Quality of urban space and place o Measures of success • Discuss and define potential development alternatives (All Participants) Meeting: 1 % day workshop in Grapevine including Market and Site Context presentation Task 4: Program Alternatives With the direction gathered from the Visioning Workshop, the Consultant team will work with the City to develop conceptual programs for up to three land use alternatives. The team will evaluate the market support for land uses; develop broad planning parameters, and estimate a range of performance metrics of each of the alternatives. We will review the refined program alternatives with City staff and elected members and gather input to define a preferred alternative. This task includes three sub -tasks: 1) Formulating Program Alternatives 2) Developing Performance Metrics - Economic parameters, Attendance/Visitation Benchmarks, Implementation Considerations 3) Preparing Conceptual Planning Framework Task 4.1 Formulate Development Alternatives. Based on market support for a variety of land uses, development capacity of the project site, potential market positioning and anchor strategy, the Consultant team will develop up to three program alternatives. Given the unique requirements of entertainment real estate products, they will be examined in the context of their market and performance thresholds. The overall development strategy will consider synergies among all uses considered. HR&A, ADVISORS, !NC. Grapevine 185 1 3 City of Grapevine July 28, 2014 4.1.1. Non -Entertainment Uses. For the office, retail, hospitality, residential, office/industrial land uses, the Consultant team will build customized demand models that evaluate the market support driven by existing and future growth of primary, secondary, and tertiary market area residents, employees and visitors. The team will identify: a. Amount of each use that can be supported onsite b. Potential market positioning/target market c. Program mix of uses d. Physical sizing and land requirements 4.1.2. Entertainment/Attraction Uses. For location -based entertainment components in consideration, the Consultant team will outline key business planning considerations and assumptions for up to three concepts informed by relevant benchmarks and local context. This pre -feasibility business planning would include: a. Attraction concepts and market positioning b. Target markets c. Visitor characteristics including length of stay and revenue potential d. Physical sizing/planning factors The outputs from this subtask will inform the Land Use Planning Framework for each alternative. Task 4.2 Develop Performance Parameters. For each alternative, we will develop a set of performance parameters related to economic performance, based on preliminary analysis and benchmarking studies. In addition, we will comment on specific issues related to phasing and implementation for each development alternative. These important parameters help the City and stakeholders understand the relative benefits, risks associated with each alternative program. Performance parameters will include: a. Fiscal implications to the City of Grapevine b. Preliminary economic impact implications to the City indicators c. Attendance/visitation range (Attractions) d. Preliminary investment range (Attractions) e. Relative land value/financial performance ranking for each use f. Potential role of the City in project delivery g. Critical success factors for project implementation h. Urban design considerations We will compile the above parameters to create a comprehensive evaluation matrix of the three alternative programs. Task 4.3 Strategic Land Use Planning Framework. The Consultant team will prepare conceptual site organization diagrams for each of the alternatives. These will be developed by M&P working closely with HR&A and ECA and with direction received from the City through the Visioning Workshop. Each of these alternative diagrams will clarify a number of fundamental issues such as: HR&A ADVISORS, INC, Grapevine 185 1 4, City of Grapevine July 28, 2014 a. The network of principal arterials and streets b. The size and capacity of blocks and lots c. The natural features to be preserved, and the overall open space framework d. The total developable area and alternative uses e. The potential intensity of development in various parts of the site f. The principal points of access to and from the site g. The overall structure of walkable neighborhoods and districts h. Precedent images to illustrate the quality of urban spaces across the development Task 4.4 Alternatives Meeting. HR&A will lead a meeting with the City staff and elected members to review the refined alternatives. The Consulting team will review the benefits and risks of the three alternative programs and obtain the City's input on each of the alternatives. It should be noted that the analysis above is intended to provide the City with sufficient information to make market -informed planning decisions for the site. We assume that a detailed feasibility analysis of a preferred scenario will be conducted in subsequent phases. Deliverable: Draft Development Program Alternatives and Evaluation Matrix (3 Hard Copies and 1 Electronic Copy) Meeting: Alternatives Review Meeting with Staff and Council Task 5: Preferred Alternative Briefing Book and Presentation Based on the objectives the City outlined at the beginning of the process, the project Vision, findings from the market and demand analysis, and input from the City during the alternatives review process, HR&A will recommend a preferred alternative for the Project site, to be defined as the "Grapevine 185 Vision Plan". Task 5.1 Preferred Alternative and Land Use Framework. The final preferred alternative land use framework will be a conceptual site organization diagram that will represent the development program in a framework of streets and blocks. This will be accompanied by the Vision statement and development strategy as well as a summary development program. Task 5.2 Preferred Alternative Presentation. HR&A will present a summary of the Vision Plan process and the final outcomes of the Grapevine 185 Vision Plan to the City Council. Deliverable: Preferred Alternative Land Use Framework and Grapevine 185 Vision Plan Briefing Book (3 Hard Copies and 1 Electronic Copy) Meeting: Vision Plan Presentation and Define Next Steps HR&A ADVISORS, INC, Grapevine 185 1 5 City of Grapevine July 28, 2014 The following tasks represent subsequent phases of the assignment and we anticipate that these tasks will be further refined', based on the level of analysis required upon the completion of completion of Phase I. At the end of Phase I, the City will have made an initial market -informed decision regarding the mix of land uses at the site. The following tasks include additional technical analysis to support the implementation of the Vision Plan, a disposition strategy by phase, and finally an approach to market the site and recruit appropriate development partners. After a preferred alternative is selected, the HR&A team will prepare a detailed financial feasibility analysis of the site that integrates anticipated high-level backbone infrastructure costs and projected land revenues. This analysis will be used to refine/optimize the plan and to determine developer economic terms for later stages in the implementation process. Task 6: Infrastructure Strategy HR&A will work with a qualified engineer to develop a preliminary infrastructure plan for the site incorporating grading, utilities, drainage and other backbone infrastructure requirements/strategies at the conceptual level. We will estimate key backbone infrastructure costs for the project and to provide high-level guidance on necessary infrastructure for the preferred land use alternative. This may include guidance on the viability of developments near the arroyo and/or high level estimates for the cost of arterial streets and roads within the site. Task 7: Financial Feasibility and Plan Optimization. Based on the anticipated land uses in the preferred alternative, HR&A will prepare a detailed financial analysis of the development program. This analysis will include benchmark infrastructure and development costs for entertainment and non -entertainment uses, anticipated operating cash flows and residual land values. The team will further refine the fiscal and economic impact metrics to align with the refined preferred scenario, and better define expectations from development partners. Task 7.1 Attraction Anchor Feasibility. If an attraction is a major use within the preferred alternative, a more detailed feasibility analysis of the attraction component will be required at this stage to provide site specific estimates of attendance, operating revenues, and planning parameters. With this task completed completed by ECA, the land use alternative framework will be refined to the specific scale and orientation of the attraction gates on the site. The results of this task will be a critical piece of information in the developer RFP. Task 8: Plan Optimization. As the detailed financial feasibility analysis is developed, the preferred scenario will be refined to optimize financial return. The HR&A team will explore the potential land value generated by HR&A ADVISORS, INC. Grapevine 185 16 City of Grapevine July 28, 2014 the project by Phase and will provide recommendations to optimizing phasing, parcelization and infrastructure to improve value yield. IDeliverables: Financial Feasibility Summary and Final Preferred Alternative I HR&A ADVISORS, INC. Grapevine 185 1 7 City of Grapevine July 28, 2014 Task 9: Disposition Strategy With the financial feasibility analysis as an input, HR&A will develop a comprehensive, phase - wise disposition strategy for the site. HR&A will work closely with the City to assess and define preferred disposition approaches by parcel which may include sale, ground -lease, joint development, or alternative revenue-sharing options. The focus will be to prioritize strategic development sites, short term opportunity sites and mid-term opportunity sites through a combination of disposition approaches, including but not limited to: - National developer/Master developer recruitment - Local developer recruitment - Sale/lease through local marketing channels - Others HR&A will identify any funding gaps and work with the City to clearly structure preliminary financing plan that will generate developer interest by providing an attractive investment opportunity. In addition, the financing plan must provide a fair return to the public sector as a partner in the development through the generation of employment, new tax dollars, and economic activity. A disposition Plan by phase and parcel will be finalized and we will discuss an initial development partner recruitment strategy with the City at this time. Deliverables: Disposition Strategy Memorandum Report HR&A ADVISORS, NC, Grapevine 185 1 8 City of Grapevine July 28, 2014 PHASE IV — DEVELOPER RECRUITMENT (ASSUMING A 2 STAGE SELECTION PROCESS) This phase of work will be refined based on the outcome of Phase III tasks — the disposition strategy. The following tasks are based on an assumed disposition plan, which includes the selection of a highly capable master developer to deliver the critical -mass first phase. Task 10: Developer Outreach HR&A will reach out to the development community to garner additional input on the positioning of the project and RFQ/RFP process. Based on this preliminary engagement with a set of national and regional developers, through the consultant team's own networks as well as the City's existing relationships, HR&A will lead a developer orientation conference and site -tour in Grapevine. The objective of the conference includes: - Communicate the City's Vision for the site - A presentation of the development opportunity and the work done so far - Get feedback and ideas from prospective development partners and the developer selection process HR&A will provide a memorandum summarizing the findings, with the names of attendees, questions and answers, and other relevant information as appropriate. Deliverables: Developer Outreach Memo It should be noted that the City can select to charge a fee at either the RFQ or RFP stage. This fee (which may be partially refundable for bidders that are not selected) may help to offset the City's cost of developer recruitment including consultants, legal advisors and other internal costs. HR&A would help to identify the appropriate amount of fee that can be applied during the Developer Outreach stage. Task 11. Developer Request for Qualifications (RFQ) HR&A will help the City execute the developer RFQ stage by engaging in the following tasks: Task 11.1 Prepare Draft RFQ. HR&A will work with the City to develop an RFQ suitable for distribution to a wider list of appropriate development entities that are shortlisted in the previous task, including those who have expressed an interest in the site to date and those who have not yet been identified. We will participate in progress meetings via conference calls to review our key current assumptions in the anticipated recruitment process, and discuss the content and format of the RFQ. We will draft the RFQ and submit a draft for your review and comment. Key issues to be considered in the RFQ stage include: - Developer capabilities, inclusion of consortium members to address specific development requirements, R&A ADVISORS, WC. Grapevine 185 1 9 City of Grapevine July 28, 2014 - track record of success, - financial capability, - and finally, initial concepts and development strategies We will release the RFP to the list of selected developers allowing between 6-8 weeks to respond. Task 11.2 Review RFQ Responses. HR&A will work with the City to develop a review scoring rubric that could be utilized to identify a shortlist of candidates deemed qualified. HR&A will evaluate and score the RFQ responses based on the agreed scoring rubric. We will provide our scores to the City and get their final feedback and recommendations. Task 11.3. Interviews & Background Checks. Across a two-day period HR&A will interview top scoring bidders. We will try and gain further insight into each bidder's development strategy, potential financing plan, and key asks from the City. HR&A will also check on the financial and operational capacity of top scoring bidders through financial references and client references. Task 11.4. Shortlist RFQ Candidates. Based on the quality of the proposal, interviews, scores, and background research on bidders, HR&A will recommend a shortlist of qualified RFQ bidders. Deliverables: Shortlist of Bidders to be invited to the RFP stage Task 12 Developer Request for Proposal (RFP) HR&A will assist the City in selecting an appropriate developer to enter in into an Exclusive Negotiation Agreement (ENA), through the developer RFP process delineated below. Task 12.1 Prepare Draft RFP. HR&A will draft an RFP document for distribution to development entities that have been shortlisted in the RFQ process. Working closely with the City, HR&A will outline an RFQ document that clearly request's the bidders' development strategy, economic offer, and special development requests. To the extent possible, we will incorporate most of the inputs received from the developers through the RFQ process, and highlight areas where the City may (or may not) be willing to partner. With the City, we will develop selection rubric that is intended to aid the in evaluating the qualifications of each responding developer in terms of firm stability, similar project experience, staff expertise and availability, familiarity with local government agencies, utilities, designer and contractor management abilities, schedule performance, cost control track record, adequate net worth in light of its obligations and responsibilities and economic offer/'asks'. HR&A will propose an RFP format that incorporates these criteria by major topics and sub -topics as well as templates for financial responses. HR&A A,DvISORS, INC. Grapevine 185 1 10 City of Grapevine July 28, 2014 We will release the RFP to the shortlisted bidders with a 8-10 week response time. We anticipate an information session with the bidders after the RFP is released to answer any queries and provide specific clarifications. Task 12.2 Evaluation of RFP Responses and Conduct Interviews. HR&A will analyze each developer's proposal/bid for responsiveness to the RFP. Although it is difficult to predict the number of responses to the RFP at the outset, HR&A proposes to evaluate all submitted proposals using the agreed evaluation rubric. Depending on the number of proposals received, we may create an initial short-list of respondents requiring further evaluation. HR&A will evaluate in detail the short listed proposals and will create a matrix that compares and ranks the qualified proposals based on the criteria outlined in the RFP. Based on our previous experience, criteria may include: (1) Capacity to Perform, (2) Specialized Experience/Technical Competence, (3) Past Performance, (4) Management and Technical Approach, (5) Financial Offer, and (6) Design strategies. HR&A will carry out an independent assessment of the project financials prepared by the shortlisted bidders. We will create a detailed matrix that compares the performance of each of the bidders on selected performance criteria. After this initial evaluation of bidders, HR&A will conduct in-depth interviews with the bidders in Grapevine. Task 12.3 Shortlist Bidders for Negotiations. With the information developed in the previous tasks, HR&A will recommend a shortlist of developers to be invited for exclusive or non-exclusive negotiations. Deliverables: Developer Outreach Memo, RFQ, RFQ Responder Shortlist, RFP, RFP Bidder Comparison Matrix, RFP Shortlist. HR&A will assist the City through the negotiation phase on an as required basis. These services will be billed on a time and materials basis, based on agreed hourly rates. We anticipate that these services will be reimbursed by the developers who are selected for negotiations. HR&A ADVISORS, INC.. Grapevine 18,5 1 1 1 City of Grapevine July 28, 2014 HR&A will serve as the project lead, with specialized services provided by ECA and M&P as subcontractors. Amitabh Barthakur, an HR&A Partner, will serve as the Project Director and serve as the primary point of contact. Judy Taylor, an HR&A Principal, will serve as the Project Manager. Shuprotim Bhaumik and Kate Coburn, both HR&A Partners, will serve as senior advisors on the developer recruitment effort. They will be assisted as needed by other qualified HR&A professional staff working under our direct supervision. Matthew Earnest and Vinayak Bharne will serve as the Project Managers for ECA and M&P respectively. Profiles and qualifications of all team members are included in the initial RFQ response submitted to the City of Grapevine. �141 1,114 A comprehensive project schedule is presented in Attachment B of this memorandum ITP PHASE 1 Fees HR&A proposes to complete the Phase I scope of work for a fixed fee of $257,700.00, including travel expenses and direct costs. These direct costs are specifically related to the following items: 1. HR&A attendance in up to 4 meetings/presentations/workshops in Grapevine 2. ECA and M&P attendance in up to 2 meetings/presentations/workshops in Grapevine 3. 3rd party market data, printing and communication We will bill monthly, based on percentage completion of each task, as described below. Task . ps� 1. Goal Setting Fees $ 12,700 2. Market and Site Context Analysis $ 74,400 3. Visioning $ ! 38,500 4. Program Alternatives $ 98,900 5. Preferred Alternative Briefing Book Presentation and $ ;16,700 Subtotal Labor $ 241,200 Travel $ ;13,500 Other Direct Costs $ 3,000 Subtotal Expenses $ ;16,500 TOTAL $ 257,700 For any additional services requested, but not described above, including participation in any additional meetings or briefings, we will bill you for actual time and expenses, based on our standard hourly rates, as shown in Attachment A to this memorandum. I- r v v. ir„: 185 City of Grapevine July 28, 2014 We request payment of a retainer in the amount of $38,500.00 upon initiation of the assignment, which will be credited against subsequent invoices. PHASE II -IV Fees Estimated fees, on a `not to exceed' basis for Phase II through Phase IV are presented below. The above fee estimates are based on the following key assumptions: 1. A destination attraction anchor 2. Master developer recruitment for the first phase critical mass program 3. A 2 -stage (RFQ/RFP) developer recruitment process 4. 8 RFQs to be reviewed 5. 4 RFPs to be reviewed 6. RFP/RFQ interviews no more than 2 days 7. Legal support for RFP/RFQ provided by the City 8. Developer negotiation assistance fees are on a T&M basis not included above 9. Services to be procured via task orders based on scope of work submitted at the beginning of each stage r &A ADVISORS, INC. Grapevine 185 3 nal . Affiv-se, At }B. 3 8 1 zi;t°o, r a{`s s F s ani, r: 4i ha.iE _A '04 ..,,' ���?,.9at-t€.4;?` t'. .�$a-f.,w �.':°� t$4,>.33"stst,"I;(a .t[?'', Attachment A Hourly rates* for HR&A staff are as follows: Chair/Vice Chair........................................................................................$450 Other Officers/Partners.............................................................................$395 Principals.................................................................................................$325 Directors..................................................................................................$275 SeniorAnalysts.........................................................................................$200 Analysts...................................................................................................$150 ResearchAnalysts.....................................................................................$125 Administrative..........................................................................................$100 *Depositions and trial testimony hours are billed at time and one-half. HR&A bills for customary out-of-pocket expenses (e.g., travel costs, mass reproduction, specialized graphics, long-distance telephone, messenger and overnight delivery) at their direct cost to HR&A without mark-up. '` &A Advisovs., Inc, I mos: Art.90es _ Fri w Yov' E Wcas-3 n gfong, DX,..