October 14, 2019

James R. Earp, CPM Assistant City Manager City of Kyle 100 W. Center Street Kyle, TX 78640 jrearp@cityofkyle.com

Re City of City Tax Increment Reinvestment Zone #2

Dear Mr. Earp,

It was a pleasure speaking with the Economic Development Board last week and learning more about your project in Kyle, Plum Creek Uptown. Very few cities see the value in placemaking and investing in mixed use centers. We understand that you are looking to engage a firm that can help you create a forward-thinking strategic plan for TIRZ #2. I believe our experience with TIFs and TIRZ across Texas and other parts of the county, that Lionheart is the right fit for this project.

Below is the scope of service for your investment. Tasks may overlap or be taken out of order. The scope of service includes stakeholder engagement that will ensure that the plan has broad support for implementation. Please refer to the exclusions and assumption lists.

Phase One: Project Kick Off 1.1: Project Management Plan At Lionheart, our culture of planning and design excellence separates us from our competitors. We accomplish this by seamlessly integrating project management and quality of content and design. We are students of PSMJ Project Management Bootcamp and when incorporated into a project, best practices learned there serve as the framework for achieving success.

We begin our planning process by identifying your vision and critical success factors, the elements that must occur for the project to be a success in your eyes. These are then put into a Project Management Plan (PMP) that will guide the remainder of the project. A draft of the PMP will be discussed at the first meeting (sometimes called a Strategic Kick-off and sometimes Workshop 1) attended by the entire team. The PMP includes the following set of project management tools: • Vision and Critical Success Factors• Detailed Work Plan (with tasks, resources, and milestones)• Roles and Responsibilities• Quality Management Plan• Communication Plan• Client Care Plan

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• Document Standards• Risk/Change Management Plan

1.2: Stakeholder Engagement Strategy Clients do not want their document sitting on the shelf. Essential to delivering on this objective is a collaborative effort between our team and the individuals we work with, including clients, team, and key stakeholders. We presume that the City is looking for a visioning process that engages the stakeholders, builds consensus, aligns expectations, maximized future implementation and minimizes future misunderstandings.

Lionheart’s implementation focus requires that risks are addressed head on and mitigated early. The first, and perhaps greatest, risk to any visions is that the stakeholders don’t see the challenge, don’t understand the issues, don’t feel heard and can’t support the outcome. A heightened level of complexity, limited availability of funds and competing interests have all led to the need to create plans that are respectful and representative of the communities they impact. That is why it is essential to map out the stakeholder engagement process from the very beginning with a Stakeholder Engagement Strategy. We begin by identifying the stakeholders on the International Association of Public Participation Spectrum (iap2) – those stakeholders that simply want informed on one end, those that need empowered to make sound decisions on the other end.

Once the stakeholders are identified, the Stakeholder Engagement Strategy will lay out a plan that outlines the types of engagement touchpoints, meetings, outreach methods and facilitation exercises. The plan will be unique for the project’s needs, and could include any combination of online, in-person and facilitation exercise techniques.

1.3: Project Kick Off Meeting Essential to the success of the project is significant facetime with the key decision-makers. A Project Kick Off Meeting will be help within 1 week of the signed contract to kick off the project and review the Project Management Plan and Stakeholder Engagement Strategy.

During this meeting, the first of several Lionheart Assessments© will be conducted to set a baseline for the project with client, team, and stakeholders. Implementation is a challenging and risky endeavor; but Lionheart is a brave partner with you in implementation, thus our company name. Clients seek planners and designers to help them eliminate risks (worries) or maximize opportunity (hopes). Risks and opportunity are usually subjective and can often vary widely by project and over time. The Lionheart Assessment© is an affordable and quick quantitative method of gauging the perception of risk and opportunity among the team. It is used as a communication tool to alert the team to additional analysis or outreach that should be done to influence perceptions.

At the outset of the project, the client will be asked a series of questions in an effort to understand their biggest worries and highest aspirations for the project. The results of this enquiry will be mapped on the chart and will be the nucleus of project goals. During key points in the project, the client, the team, and key stakeholders will be polled about their worries and hopes as they relate to the project. Feedback will be used in real time to discuss where the team should focus energy.

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Deliverables • One (1); Draft Project Management Plan (8 ½” by 11” in size)• One (1); Final Project Management Plan (8 ½” by 11” in size)• One (1); Draft Stakeholder Engagement Strategy (8 ½” by 11” in size)• One (1); Final Stakeholder Engagement Strategy (8 ½” by 11” in size)• One (1); Project Kick Off Meeting Summary (8 ½” by 11” in size)

Meetings • Project Kick Off Meeting with the TIRZ Board (this includes 2 people from Lionheart for approximately 2

hours as well as travel time)

Phase Two: Existing Conditions Analysis 2.1: Inventory and Analysis There have been years of efforts to create a walkable district in Plum Creek. The Lionheart team needs to get up to speed about all the history and existing conditions of the TIRZ – physical or otherwise. This will include reviewing documents that describe that history, but also conversations with City Staff, Council Members, landowners, and other key stakeholders.

2.2: Quantify Risks and Opportunities with Baselines and Benchmarks Baseline and benchmarks will be quantified according to the project goals. For instance, if walkability is a key project goal, the existing walkability of centers in Kyle as well as aspirational districts will be measured to understand what the possibilities are and what characteristics led to such measures.

2.3: TIRZ Board Meeting Once existing conditions and benchmarks are thoroughly analyzed, Lionheart will meet with the TIRZ Board to review the information and set a direction for next steps. At that time, a new Lionheart Assessment© will be conducted to find out if the analysis changes the perception of hopes and fears for the project. Feedback will be used in real time to discuss where the team should focus energy.

Deliverables • One (1); Compilation of Existing Analysis and Quantification of Risks and Opportunities (11” by 17” in

size)• One (1); Interview Summary (8 ½” by 11” in size)• One (1); TIRZ Board Meeting Summary (8 ½” by 11” in size)

Meetings • One day of interviews with City Staff, Council Members, landowners and other key stakeholders.• Meeting with the TIRZ Board (this includes 2 people from Lionheart for approximately 2 hours as well as

travel time)

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Phase Three: Framework Plan 3.1: Framework Plan Development A framework for the future of the TIRZ will be created that includes centers, nodes and corridors. Land uses, parks and open space, transportation elements will be described. A vision for each element of the project goals will be created.

3.2: Quantify Risks and Opportunities for the Framework Plan The Framework Plan will be analyzed against the goals and metrics set forth in Phase 1. For instance, if walkability is a key project goal, the Framework Plan’s walkability will be measured to guage success.

3.3: TIRZ Board Meeting Once the Framework Plan is thoroughly analyzed, Lionheart will meet with the TIRZ Board to review the plan and set a direction for next steps. At that time, a new Lionheart Assessment© will be conducted to find out if the Framework Plan has a positive impact on the perception of hopes and fears for the project. Feedback will be used in real time to discuss where the team should focus energy.

Deliverables • One (1); Framework Plan (11” by 17” in size)• One (1); TIRZ Board Meeting Summary (8 ½” by 11” in size)

Meetings • Meeting with the TIRZ Board (this includes 2 people from Lionheart for approximately 2 hours as well as

travel time)

Phase Four: Plan Completion 3.1: 5-Year Strategic Plan Development Once direction has been provided on the Framework Plan, the Lionheart Team will begin development of the Strategic Plan. This will embody stakeholder inputs, goals, metrics, the existing conditions analysis, benchmark analysis, Framework Plan analysis, as well as a roadmap for implementation that includes timing, costs, potential returns, and local partnerships. This scope and fee does not include a financial model or plan; however, Lionheart works with firms that can update that for you for an additional fee. Typically, a Strategic Plan will include two renderings, up to five plans or diagrams and dozens of photographs for inspiration. Renderings may include one of the park and office building and one of Main Street and convention center.

The final deliverable is typically a high-quality, user-friendly, graphic document. The act of creating a document of this nature requires attention from the very beginning of a project when we discuss document standards to strong quality control reviews throughout the document’s creation. We know that you do not want to spend your time reviewing flow, grammar, and style issues, so we follow the Planning Advisory Services Report 589: Creating Planning Documents. Our founder was one if its chief authors. We create the document in a variety of progams – Word, InDesign, Illustrator, etc. However, we will deliver that document to you as a PDF for ease of use.

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3.2: TIRZ Board Meeting Once a Draft Strategic Plan is available, a meeting with the TIRZ Board will be scheduled. At that time, a new Lionheart Assessment© will be conducted to find out if the Draft Strategic Plan has a positive impact on the perception of hopes and fears for the project. Feedback will be used in real time to discuss where the team should focus energy.

Deliverables • One (1); Draft Strategic Plan (11” by 17” in size)• One (1); Final Strategic Plan (11” by 17” in size)• One (1); TIRZ Board Meeting Summary (8 ½” by 11” in size)

Meetings • Meeting with the TIRZ Board (this includes 2 people from Lionheart for approximately 2 hours as well as

travel time)

Phase Five: Post Project Phase 5 is strictly optional, but due to Lionheart’s strong desire to support implementation, we offer our planning clients a 50% discount on billing rates for initial implementation tasks (for up to 10% of original fee or 1 year from last Phase 4 invoice, whichever occurs first). Phase 5 will be billed on a time and materials basis and will begin once a work order is signed by the City.

Deliverables • TBD

Meetings • TBD

Exclusions and Assumptions: Exclusions

• Approvals or permits;• Marketing and collateral material such as renderings, graphics, etc. not listed in proposal;• Landscape architecture, architecture or engineering of any kind in greater detail than conceptual

efforts listed above;• Financial model or plan; however, Lionheart works with firms that can update that for you for an

additional fee.• Permitting fees;• Coordination with HOAs or other special districts;• Coordination with public and private utilities;• Coordination with other agencies.

Assumptions • All deliverables will be sent as digital documents (likely PDF) unless stated otherwise; and

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• Base mapping and existing conditions survey provided by others. Lionheart is not responsible forerrors in data used in the project work supplied by the Client or others.

YOUR INVESTMENT

1. Basic servicesBy signing this letter, you are authorizing Lionheart Places LLC to commence services immediately for a fee of $50,400. The following is a summary of the fees associated with this effort.

Task One: Project Kick Off $4,000 Task Two: Existing Conditions Analysis $15,000 Task Three: Framework Plan $14,200 Task Four: Plan Completion $17,200

Task Five: Post Project TBD (Time and Materials; 50% Standard Billing Rates for up to 10% of original fee or 1 year from last Phase 4 invoice, whichever occurs first)

2. Reimbursable ExpensesIn addition to our fees and services, we charge for project expenses incurred on your behalf. These typicallyinclude such items as travel, photography, telephone charges, video conferencing and reproduction. Weinvoice these expenses at cost.

3. Additional ServicesAny services that are not defined in this agreement are compensated on an hourly basis for the time workedon your behalf. Rates are based on our current employee rate schedule (see Attachment A). Additionalservices can include but are not limited to, redesign of work already approved, major revisions to theprogram and/or expansion of scope of services. When it is possible, we will define the changes, additions, ormodifications to the scope, provide an estimate of costs and request written authorization in advance. However, the absence of a written change order will not preclude payment of fees due Lionheart, providedthe change was approved and ordered by the Client.

PAYMENT TERMS

1. Invoices will be mailed from Lionheart’s office by the 10th of each month with specific descriptions ofthe services performed and expenses incurred in the previous month.

2. Invoices are payable within 30 days of the date of billing. 3. If you require greater detail for your accounting purposes, we will provide itemized breakdowns of

hourly activities or provision of detailed backup for reimbursed expenses. At your request, we canprovide this service at an hourly rate of $65 (sixty-five dollars) per hour.

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ACCEPTANCE

1. This Agreement is entered into between Lionheart, Inc. and City of Kyle, owner or reputed owner of theproperty to be benefited by Lionheart’s services.

2. If this contract meets with your approval, please sign below, and return one (1) copy for our file.3. If this agreement is not accepted within one (1) month from the date of receipt, the offer to perform the

described services may be withdrawn and Lionheart may renegotiate this proposal. 4. The Client agrees that they have read and understood the Contract Provisions (Attachment B) attached

hereto and incorporated herein by reference.

Should you have any questions about this scope of service, please do not hesitate to contact me. I am personally looking forward to working with you.

LIONHEART, INC.

By:_______________________________________________________ Date:__October 14, 2019________

Title: _CEO and Founder_________________________________________

APPROVED BY CLIENT:

By:________________________________________________________ Date:____________________

Title: _______________________________________________________

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EXHIBIT A

Employee Classification Hourly Billing Rates

PRINCIPAL $200 to $250

PLANNER / LANDSCAPE ARCHITECT $75 to $200

INTERN $55 to $85

PROJECT ASSISTANT $65 to $110

Note: Other Project Specialists will be billed at their applicable billing rates not to exceed $175

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EXHIBIT B Contract Provisions

1. All fees, commissions, and expenses billed shall be due within thirty (30) days of the date of billing. Interest on unpaid or late bills shall accrue at 1 3/4

percent interest per month (21.0% A.P.R.). In the event of non-payment, such unpaid amounts shall constitute and become a lien upon the property for which

professional services are being performed or completed. Lionheart may, at its discretion, assert its right to file and foreclose upon such lien, in addition to pursuing

any other remedies permitted by law. Client agrees that all statements not objected to in writing within thirty (30) days of receipt are agreed to be final and

binding upon the parties as to the amounts due, the adequacy of Lionheart's performance, and the value of the services provided to Client. If Client does not pay

Lionheart within thirty (30) days of the date of billing and Lionheart consults with an attorney for collection, then, in addition to all sums due, Client agrees to pay all

costs incurred by Lionheart associated with collection, including Lionheart’s reasonable attorney’s fees and reasonable court costs.

2. When any invoice is outstanding and unpaid thirty (30) days after the date of billing, Lionheart may, at its discretion, stop work on the project. In addition, when any

invoice is outstanding and unpaid ninety (90) days after the date of billing, Lionheart may withdraw from any governmental agency review process any applications,

drawings, submittals or other project documents reflecting Lionheart’s services. No notice of Lionheart’s intent to stop work or to withdraw from any governmental

review process shall be required. Client forever releases, discharges and holds Lionheart harmless from all liability arising out of Lionheart’s withdrawal of any

applications, drawings, submittals or other project documents. Client shall fully indemnify, defend, and hold harmless Lionheart against all claims for liability

asserted by any project participant for any action taken by Lionheart under this paragraph.

3. If the project is suspended or abandoned, in whole or in part, for a period of ninety (90) days or more, or upon instruction by Client to Lionheart to suspend activity on

the project, Lionheart shall be compensated for all services performed together with all reimbursable expenses due and the Agreement shall be deemed terminated.

If the project is resumed after such suspension, the Agreement between Client and Lionheart shall be renegotiated prior to resumption of services by Lionheart. Such

renegotiation shall include a fee for remobilization costs incurred by Lionheart. If this Agreement is terminated due to the suspension or abandonment of the project,

Client shall make full payment to Lionheart for all compensation due hereunder within 30 days of receipt of a final invoice from Lionheart. For purposes of this

Agreement, the term "suspension" or "abandonment" shall mean substantial discontinuance of labor, services, and expenses for a ninety (90) day period or written

instruction by Client to suspend substantially all project activities.

4. Lionheart reserves the right to raise hourly rates at its own discretion during this project. Any such increases, however, will not result in an increase in the total fees

identified in this proposal unless specific services are being provided on a time and materials basis.

5. Drawings and specifications, including those in electronic form, prepared by Lionheart are the Instruments of Service for use solely with respect to this project.

Lionheart shall be deemed the author and owner of their Instruments of Service and shall retain all common law, statutory, and other rights, including copyrights.

Lionheart grants the Client a nonexclusive license to reproduce Lionheart’s Instruments of Service solely for the purposes of constructing, using and maintaining this

project, if Client shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. The Client shall be permitted to retain

copies, including reproducible copies of drawings and specifications for information and reference in connection with the Client's use and occupancy of the

project. The Client shall be permitted to authorize its contractors, subcontractors and material suppliers to reproduce applicable portions of the Instruments of Service

appropriate to and for use in the execution of this project. The drawings and specifications shall not be used by the Client on another project, except by agreement in

writing between Lionheart and Client.

Any unauthorized use of the Instruments of Service without Lionheart's consent shall be at the Client's sole risk and without liability to Lionheart. The Client shall

indemnify and hold harmless Lionheart, and Lionheart's subconsultants from and against claims, damages, losses and expenses, including, but not limited to

payment of attorney's fees, arising out of unauthorized use of the Instruments of Service that are part of this project.

Lionheart shall not be responsible or liable for any direct, actual or consequential damages which occur as the result of its inability to produce the Instruments of

Service by reason of the casualty, destruction or loss of documents that occurs through no fault of Lionheart.

6. Should the project be published in a book, magazine, newspaper, or publication for public circulation, or if a job sign is erected, Lionheart should be listed as the

planner/landscape architect. In addition, this Agreement represents non-exclusive approval by the Client for publication and award submissions of the project by

Lionheart.

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7. The parties agree not to solicit for employment any employee of the other with whom the parties have had contact because of this Agreement, while the candidate is

employed by the other party, and for twelve (12) months following termination of such employment, unless specifically agreed to in writing.

8. In the event of a default of any provision of this Agreement, after ten (10) days’ notice to cure is delivered, this Agreement may be deemed terminated by the non-

defaulting party. For purpose hereof, any failure to pay sums due in accordance with Paragraph 1 shall be deemed default. Either party may terminate this Agreement

for convenience and without cause upon thirty (30) days written notice by either party. If Client terminates this Agreement for convenience, Lionheart shall be

compensated for Services performed prior to termination, together with reimbursable expenses then due.

9. Lionheart and Client waive consequential damages for claims, disputes or other matters in question arising out of or relating to the Agreement. This mutual waiver is

applicable, without limitation, to all consequential damages due to either party’s termination in accordance with Paragraph 8.

10. All notices and other communications that are required or permitted to be given to the parties under this Agreement shall be sufficient in all respects if given in

writing and delivered in person, by electronic mail, by telecopy, by overnight courier, or by certified mail, postage prepaid, return receipt requested, to the receiving

party at the following address:

If to Lionheart: Lionheart Places, LLC 1023 Springdale Rd. Suite 6-E Austin, TX 78723 Attention: Rebecca Leonard

Telephone: 512-520-4488

If to Client: Address: __________________________ __________________________ __________________________ Attention: __________________ Phone: ____________________

or to such other address as such party may have given to the other by notice pursuant to this Section. Notice shall be deemed given on the date of delivery, in the case of personal delivery, electronic mail, or telecopy, or on the delivery or refusal date, as specified on the return receipt in the case of certified mail or on the tracking report in the case of overnight courier.

11. If any provision of this Agreement is for any reason held invalid or unenforceable, such provision shall be deemed separate and shall not affect the validity of the

remaining portions herein.

12. This Agreement shall be binding upon the parties, their partners, successors, assigns, and legal representatives.

Client shall not assign this Agreement without the consent of Lionheart.

13. This Agreement may be amended or modified only by written instrument executed by both parties.

14. This Agreement (together with the attached Exhibits, which are incorporated herein by this reference) constitutes the entire agreement between the parties and

supersedes prior understandings, written or oral. No waiver under this Agreement shall be valid unless it is given in writing and duly executed by the party to be

charged therewith.

15. This Agreement shall be governed by the Laws of the State of Texas. The parties agree that venue for any dispute between them arising out of or relating to this

Agreement shall be in the City of Austin in the and County of Travis, State of Texas.

16. In construing this Agreement, (i) the singular includes the plural and vice versa, (ii) reference to any document means such document as amended from time to time,

(iii) “include” or “including” means including without limiting the generality of any description preceding such term, (iv) the word “or” is not exclusive, and (v)

references to this Agreement or Sections or paragraphs of this Agreement refer to this entire Agreement including all exhibits, schedules, and Addendum attached

hereto, as the same may be amended from time to time.

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Other conditions: 17. (Insert if needed.)