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HomeMy WebLinkAboutItem 10 - Architectural Services for CVB Storage AdditionMEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL PROM: • RUMBELOW, • MEETING DATE: JULY 1, 2014 SUBJECT: ARCHITECTURAL SERVICES FOR THE CONVENTION & VISITORS BUREAU HEADQUARTERS BUILDING STORAGE ADDITION. RECOMMENDATION: The Executive Director recommends the City Council to consider awarding an Architectural Services contract to ArchiTexas for design of a storage addition to the Convention & Visitors Bureau Headquarters building for an amount not to exceed $23,400 in professional fees. See attached proposal. Blurt bligCeI.�ilil ti7�i Funds are available in the Capital Improvement Project account # 179 - 79176 -000. ArchiTexas was approved May 19, 2009 by Council to perform the architectural professional services on the original building. To control costs the original footprint for the building was reduced and thus much of the storage that supports the Grand Hall was eliminated. Because ArchiTexas was the original architect and demonstrated their competence and qualifications through the original contract, we have negotiated the attached contract proposal per Sec. 2254.003 for Council to consider. The contract proposal provides for a maximum fee of $23,400 for the defined scope of work and lists reimbursable expenses and hourly rates for additional services beyond the defined scope of work. AN 6/25/2014 (4:28 :20 PM) ARCHITEXAS Architecture, Planning and Historic Preservation, Inc May 20, 2014 Mr. Paul W. McCallum Executive Director Grapevine Convention and Visitor's Bureau 636 S. Main Street Grapevine, Texas 76051 Re: Proposal for Architectural Services - CVB Addition Dear P.W.: ARCHITEXAS (AT) is pleased to submit this proposal for developing the architectural concept design and contract documents for an addition to the City of Grapevine's Convention and Visitor's Bureau. It is our understanding that the general scope of work is: • To design a second floor storage addition on the north of the Grand Ball Room. • The storage room will be approximately 2,000 square feet and will be primarily for tables and chairs serving the ball room. • Additional secured storage will be provided within the addition for promotional items, etc. • The addition will be elevated over the existing parking lot. • The addition will tie into the building's existing structural and MEP systems. • The addition will match the architectural design of the CVB's interior parking lot facades. • The project delivery will be a competitive bid. • This proposal is for architectural, structural, and mechanical - electrical - plumbing services only. Scope of Services PHASE, I - Design Services Design Development The Design Development phase will be based on the above described scope. During this phase AT will review the existing construction of the CVB to coordinate the tie -in of the addition. AT will develop the design of the addition's plan and elevations, select finishes and fixtures, and coordinate structural and MEP requirements of the project. The Design Development drawings will include plans, elevations, a building section and outline specifications. AT will review the design development drawings with the client and will make adjustments as required to conform to the program. AT will coordinate with the project's cost estimator to produce the project budget based on the Design Development package. 1907 Marina Dallas, Texas 75201 Tel 214.748 .4561 Fax 214.748.4241 City of Grapevine - CVB Addition May 20, 2014 Page 2 Contract Documents Using the approved Design Development drawings, AT will complete a set of drawings and specifications suitable for use by a qualified general contractor for bidding, permitting, and constructing the project. The drawings and specifications will illustrate the architectural, structural and MEP scope of work and will include floor plans, exterior elevations, building sections, door schedules, window schedules (if needed), finish schedules, structural foundation and framing plans and details, and MEP diagrams and schedules. PHASE 3 - Construction Administration Services Bidding & Negotiations and Permitting AT will assist the City of Grapevine with obtaining bids, negotiated proposals and preparing bid documents, including addenda and responding to contractors' bidding questions. AT will attend a pre -bid meeting and review bidding information and assist in evaluating the qualifications and proposals. Finally, AT will assist with the permitting process, including attending review meetings with city code officials. Construction Administration AT will provide Construction Administration Services to ensure that the project is being executed per the Contract Documents. Services will include scheduled site visits and progress meetings at intervals appropriate to the progress of work, review and approval of shop drawings, observation of the work to certify compliance with the drawings and specifications, responding to the contractor's Request for Information, review and approval of the general contractor's monthly payment draw requests and other responsibilities outlined in AIA Document B101 -2007, Standard Form of Agreement Between Owner and Architect. Compensation ARCHITEXAS proposes to provide the above described services for a maximum fee of $23,400, billed hourly at the hourly rates listed below and on the attached proposal letters from our consultants. Hourly Rates for Additional Architectural Services: Senior Principal $ 180.00 Principal $ 150.00 Architect /Designer $ 110.00 Senior Historic Preservation Specialist $ 110.00 Intern Architect/ Designer $ 75.00 Intern Historic Preservation Specialist $ 75.00 Administrative $ 60.00 City of Grapevine - CVB Addition May 20, 2014 Page 3 ARCHITEXAS is excited about the continuing our relationship with the City of Grapevine, and we look forward to getting started. If this proposal is acceptable, we will prepare our standard form contract for your review and approval. Please let me know if you have any question regarding this proposal or any of the services listed herein. Sincerely, John P. Allender, AIA, LEED AP BD +C Principal Exclusions Architectural work other than that described in this proposal will be invoiced at the below hourly rates, upon owner's approval. Additional services for consultants will be billed at the hourly rates described in the respective proposals attached. Hourly Rates for Additional Architectural Services: Senior Principal $ 180.00 Principal $ 150.00 Architect /Designer $ 110.00 Senior Historic Preservation Specialist $ 110.00 Intern Architect/Designer $ 75.00 Intern Historic Preservation Specialist $ 75.00 Administrative $ 60.00 Reimbursable Expenses Reimbursable expenses necessary to perform the above services will be invoiced in addition to the Professional Fees. Reimbursable expenses incurred for each 30 -day billing period will include a 1.1 times cost multiplier to compensate for book keeping, and will be submitted with the invoice for that billing period. Reimbursable expenses are estimated to be no greater than 10% of the base fee and include, and may include the following: • Photographic materials and reproduction • Agency fees • Plotting, scanning and reproduction • Mileage @ 0.60 cents /mile • In -house printing (printing, copying, and plotting, fax) • Postage and other delivery charges • Travel, lodging and meals • Mechanical lifts or cranes • Other expenses directly associated with delivery of the work Testing,: Surveys and Reports: AT does not provide for hazardous materials or geo- technical testing and reports. It is the owner's responsibility to provide these reports. A detailed survey of the site will be required to document the site boundaries, topography, utilities, improvements (buildings, roads andpaving), significant trees and any easements that may exist. Presentation renderings and models: In addition to the drawings referenced in the proposed services, three dimensional renderings, animated fly- throughs and physical models can be prepared to help communicate the design intent to a broader audience. A separate proposal for presentation material will be submitted at the owner's request. Proprietary Information All portions of this proposal are considered by the ARCHITEXAS team to be trade secrets and proprietary information which if released without ARCHITEXAS' permission, would give advantage to competitors. As such, these records are exempt form disclosure under Section 3(A)(4) and 3(A)(10) of the Texas Open Records Act. Release and utilization of this proposal shall be only under conditions established with the ARCHITEXAS team. j00,110 05.20.14 Mr. John Allender, AIA Principal Architexas 1907 Marilla St., 2nd Floor Dallas, Texas 75201 Re: Proposal — Scope of Structural Engineering Services and Compensation (Part I) — Revision 1 Grapevine Convention and Visitor Bureau Addition, Grapevine, Texas Dear Mr. Allender, We are pleased to express our interest in providing structural engineering services for the referenced project and offer the following proposal for your consideration. SCOPE OF PROJECT We understand the scope of the project to be an 2,000 square foot building addition to the 2 "d floor of the existing building located at the NW corner of Hudgins St. and S. Main St., in Grapevine, Texas. The addition will be elevated over the parking spaces and will tie into the existing 2 "d floor structure. SERVICES Our services will include the following: 1. Participate in establishment of structural design criteria and determination of the primary structural framing scheme. 2. Engineering calculations for the design of the primary structural frame. Foundations will be designed and detailed in accordance with the recommendations in a Geotechnical Report prepared specifically for this site. 3. Prepatation of construction drawings for the structural portions of the work. 4. Preparation of a BIM model produced to Level of Development 300 per AIA E202 with Autodesk Revit Structure. This model is only for the purposes of A/E coordination, generation of construction documents and clash detection with major structural elements, with the exception Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part 1— Scope of Structural Engineering Services and Compensation Page 2 of 9 that the model may not be suitable for the creation of shop drawings. Items to be included in the structural model include: columns, load- bearing walls, beams, slabs, braces, and - foundations. 5. Preparation of structural specifications. 6. Assist the Architect in designing and detailing of miscellaneous metal fabrications for the items noted below. Detailing and specification of these items will be the responsibility of the Architect: a. Cold formed metal framing (CFMF): Preliminary member sizes will be provided for detailing purposes only. Provision of structural performance requirements for the following items to be included in the performance specifications being prepared by others: a. Performance specified steel framing b. Cold- formed metal framing at exterior and interior conditions c. Inserts, embeds, and hangers for mechanical, electrical, and plumbing hanging pipes, conduits, cable trays and equipment. 8. Preparation of addenda as required during bidding period, and answering questions regarding structural plans and specifications. Attendance at one pre -bid meeting. 10. Construction administration: a. Two 2 site visits and /or construction administration and /or pre- construction meetings, including the preparation of observation reports. b. Review of structural shop drawings and submittal data. c. Review and respond to RFI's d. Preparation of ASI's and change orders. e. Review of change orders f. Review of testing laboratory reports Services excluded from basic services: 1. Design and detailing of sitework including paving, sidewalks, flag and light foundations, retaining walls, 'bollards, dumpster pads, sign foundations, site sculpture foundations, etc., unless specifically included above. 2. Structural engineering design and detailing of specialty engineered building systems including but not limited to the following performance specified items: a. Performance specified steel framing b. Cold- formed metal framing at exterior and interior conditions C. Metal stairs d. Outdoor sports courts, swimming pools, and swimming pool decks Design, detailing, coordination, or layout of embeds or inserts for the support of mechanical, electrical, or plumbing hanging piping, conduits, cable trays, or other equipment. Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part I — Scope of Structural Engineering Services and Compensation Page 3 of 9 4. BIM modeling of all items not explicitly included in the AIA E202 "Level of Development" listed in the scope above. These excluded items include, but are not limited to: Miscellaneous steel, reinforcing, misc. steel "kicker" braces, channel frames, slab recesses, non -load bearing walls, exterior wall fagade and fenestration, pre- engineered metal buildings, underground utilities. 5. Opinions of probable construction costs. 6. Geotechnical investigations and material testing. 7. Fast track production of structural drawings ahead of the architectural and MEP drawings. 8. Detailing or specification of waterproofing or dampproofing. J4 may graphically indicate these items as appropriate and designate these items as work specified elsewhere in the Construction Documents. 9. Construction administration: a. Additional site visits beyond the number listed above. b. Review of formwork and shoring drawings. c. Updating or provision of the BIM model for construction coordination. d. Review of embeds, inserts and /or hangers and accessories for hanging fire suppression piping and equipment. e. Preparation of record documents. 10. Special inspections or responsibility for special inspections as the registered design professional in responsible charge (as defined by the International Building Code). 11. Assistance with the permitting process. 12. Testing of existing in place materials or framing systems to determine strengths, properties of materials or similar information. 13. Field measurements of existing structures or framing. Existing structures or framing will be depicted in accordance with existing documents provided by others. FEES We propose to provide engineering services at the hourly rates shown below to a maximum fee of $8,500.00 plus reimbursable expenses. Principal / Partner $200.00 / hour Senior Project Manager $165.00 / hour Engineering Technical Lead $180.00 / hour Project Manager $145.00 / hour Senior Project Engineer $125.00 / hour Project Engineer $110.00 / hour Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part I — Scope of Structural Engineering Services and Compensation Page 4 of 9 Senior Technician $100.00 / hour Technician $80.00 / hour Administrative $70.00 / hour REIMBURSABLE EXPENSES Reimbursable expenses will be invoiced at 1.10 times net cost to JQ. Reimbursable expenses include: - Reprographic and photographic services. - Delivery service charges. - Authorized sub - consultant fees. PAYMENT SCHEDULE Invoices for progress payments of the basic fee will be billed each month for services performed during the prior month. If this proposal is acceptable, please sign Part I and return one copy to our office. Signature of Part 1 also acknowledges and accepts the terms and conditions set forth in Part II of this proposal. These documents will serve as our contract for this project unless superseded by a standard form agreement. We appreciate your consideration and look forward to working with you. Sincerely, 1ASTER- QUINTANILLA DALLAS, LLP ohn Hoe " , RE Principal Accepted by: Architexas Date Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part II — Terms & Conditions JAS TER-QUINTANILLA DALLAS, LLP PROFESSIONAL SERVICES AGREEMENT PART it - TERMS AND CONDITIONS WHEREAS: This Professional Services Agreement is made and entered into between Architexas (Client) and Jaster- Quintanilla Dallas, LLP (Engineer) a Texas Limited Liability Partnership. This Agreement consists of two parts: Part I - Proposal Scope of Services and Compensation. Part II - Terms and Conditions ARTICLE 1: PROFESSIONAL SERVICES 1.1 Services. In connection with the property described in the Proposal ( "Property"), Engineer shall render the professional services ( "Services ") for the project described in the Proposal ( "Project") as outlined in the Proposal and any Amendments. 1.2 Agreement. The Professional Services Agreement includes the Proposal dated May 20, 2014, Amendments to the Proposal, and these Terms and Conditions (collectively, the "Agreement"). ARTICLE 2: PROPOSALS 2.1 Scope. The Proposal(s) shall identify the specific scope of Services to be performed and the amount and type of compensation for the specific services. Any services not specifically identified in the Proposal are excluded unless added as additional services with additional compensation to Engineer. 2.2 Acceptance of Agreement. Client shall authorize and Engineer shall commence work upon Engineer's receipt of the properly executed and signed Proposal(s), as may be amended from time to time. If the Agreement is not executed by Client within thirty (30) days of the date tendered, it shall become invalid unless: (1) Engineer extends the time in writing; or (2) at the sole option of Engineer, Engineer accepts Clients oral authorization to proceed with the services, in which event the terms of the oral authorization shall be presumed to include all the terms of this Agreement. Engineer's performance of the services under the oral authorization shall be in reliance on the inclusion of all the terms of this Agreement in the oral authorization and the effective date of the Agreement is the date of the Proposal. ARTICLE 3: CHANGES 3.1 Changes. The Engineer and Client may at any time, by written amendment, make changes within the general scope of individual Proposal(s) or relating to services to be performed. If such changes cause an' iricrease or decrease in the Engineer's cost of, or time required for, performance of any services under individual Proposals, an equitable adjustment shall be made and reflected in a properly executed Amendment. 3.2 Regulatory Changes. In the event that there are modifications or additions to regulatory requirements relating to the services to be perfprmed under this Agreement after the date of execution of this Agreement, the increased or decreased cost of performance of the services provided for in this Agreement and subsequent Proposals shall be reflected in an appropriate Proposal Amendment. Page 5 of 9 ARTICLE 4: THE TERM 4.1 Term. Engineer shall be retained by Client as of the date Client executes the attached Proposal until the Services have been fully performed or until the Engineer's Services are terminated under provisions of the Agreement. Engineer will pursue completion of Services in accordance with the timely completion specified in the Proposal and any amendments thereto. Engineer shall not be liable or responsible for any delays caused by circumstances beyond Engineer's control. ARTICLE 5: DUTIES 5.1 Access. Client will provide Engineer with access to the Property or to any other site as required by Engineer for performance of the Services. 5.2 Client- furnished Data. Client shall provide all criteria and full information as to Client's requirements for the Project, designate a person to act with authority on Client's behalf in respect to all aspects of the Project, examine and respond promptly to Engineer's submissions, and give prompt written notice to Engineer whenever he observes or otherwise becomes aware of any defect in the work. Client shall also do the following and pay all costs incident thereto: Furnish to Engineer core borings, probings and subsurface exploration, hydrographic surveys, laboratory tests and inspections of samples, materials and equipment and similar data; appropriate professional interpretations of all of the foregoing; environmental assessment and impact statements; architectural or other engineering design documents, and any other information previously made available to the Client, which may be required by Engineer, all of which Engineer may rely upon the accuracy of in performing its Services. Client shall provide such legal, accounting, independent cost estimating and insurance counseling services as may be required for the Project, any auditing service required in respect of contractor(s)' applications for payment, and any inspection services to determine if contractor(s) are performing the work. 5.3 Other Information. Engineer will rely upon commonly used sources of data, including database searches and agency contacts. Engineer does not warrant the accuracy of the information obtained from those sources and has not been requested to independently verify such information. 5.4. Ownership of Documents. All designs, drawings, specifications, documents, and other work products of the Engineer (collectively, the "Documents "), whether in hard copy or electronic form, are instruments of service for the services and are owned by the Engineer regardless of whether or not services are completed. Reuse, change or alteration of the Documents by the Client or by others acting through or on behalf of the Client is not permitted without the written consent of Engineer. ANY REUSE, CHANGE OR ALTERATION OF THE DOCUMENTS BYTHE CLIENT OR THIRD PARTIES IS ATTHEIR OWN RISK AND CLIENTAGREESTO HOLD HARMLESS AND INDEMNIFY THE ENGINEER, ITS OFFICERS, PARTNERS, EMPLOYEES, AND SUBCONTRACTORS FROM ALL CLAIMS, DAMAGES, LOSSES, EXPENSES AND COSTS (INCLUDING ATTORNEYS' FEES), INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR ENGINEER'S ALLEGED Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part II — Terms & Conditions NEGLIGENCE, ARISING OUT OF OR RELATED TO SUCH AUTHORIZED OR UNAUTHORIZED REUSE, CHANGE OR ALTERATION. 5.5. Reportina Obligations. Client has responsibility for complying with all' legal reporting obligations. Nothing in the Agreement precludes Engineer from providing any notices or reports that it may be required by law to give to governmental entities. 5.6 Laboratory Services. in performing services, Engineer may make use of an independent testing laboratory. Certain testing or laboratory services are the responsibility of Client or third parties. Engineer will not, and Client shall not rely upon Engineer to, check the quality or accuracy of the testing laboratory's services and Engineer will rely on the accuracy of the testing or laboratory services. 5.7. Changed Conditions. The Client shall rely on the Engineer's judgment as to the continued adequacy of the Agreement in light of occurrences or discoveries that were not originally contemplated by or,known to the Engineer. Should Engineer call for contract renegotiation, the Engineer shall identify the changed conditions necessitating renegotiation and the Engineer and the Client shall promptly and in good faith enter into renegotiation of this Agreement. If the terms cannot be agreed to, the parties agree that either party has the right to terminate the Agreement. 5.8 Site Visit. All conclusions, opinions and recommendations will be based upon site conditions at the Property as they existed at the time of Engineer's site visit. Any report should not be relied upon to represent conditions at a later date. This paragraph does not obligate the Engineer to perform construction administration services. 5.9 Opinions of Cost. Should Engineer provide any cost opinions, it is understood that those opinions are based on the experience and judgment of Engineer and are merely opinions. Engineer does not warrant that actual costs will not vary from those opinions because, among other things, Engineer has no control over market conditions. 5.10 Construction Observation. if construction phase services are included in the Services, the Engineer shall periodically visit the Project during construction to become generally familiar with the progress and quality of the contractors' work and to determine if the work is proceeding in general accordance with the Contract Documents. The Client has not retained the Engineer to make detailed inspections or to provide exhaustive or continuous Project review and observation services. The Engineer does not guarantee the performance of, and shall have no responsibility for, the acts or omissions of any contractor, subcontractor, supplier or any other entity furnishing materials or performing any work on the Project. Engineer shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by contractor(s) or the safety precautions and programs incident to the work of contractor(s). Regardless of the inclusion of construction phase services as part of the Services, any use of the word "inspect" in any communication relating to services provided by the Engineer is understood to mean a general visual observation and not a detailed, scrutinized investigation of the site or the contractor's work. 5.11 No Responsibility for Contractor's Work or Safetv._The Engineer does not guarantee the performance of, and shall have no Page 6 of 9 responsibility for, the acts or omissions of any contractor, subcontractor, supplier or any other entity furnishing materials or performing any work on the Project. Engineer shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by contractor(s) or the safety precautions and programs incident to the work of contractor(s). Engineer shall not be responsible for any contractor's failure to comply with any laws, regulations, standards or ordinances relating to the contractor's performance of its work. 5.12 Permits. Client is responsible for obtaining and complying with all required permits or other approvals of, and for giving any required notices to, all governmental and quasi - governmental authorities having jurisdiction over the Services or the Property. Before Engineer performs the Services, Client will provide Engineer evidence satisfactory to Engineer that all required permits or other approvals have been obtained and that all required notices have been given. Client will provide to Engineer copies of any such permits or any such notices, together with any other relevant information that will alert Engineer to the requirements of such permits, approvals, or notifications. 5.13 Standard of Care. in providing services under this Agreement, the Engineer shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. 5.14 Third -Part Beneficiaries. 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 Client or the Engineer. The Engineer's services under this Agreement are being performed solely for the Client's benefit, and no other party or entity shall have any claim against the Engineer because of this Agreement or the performance or nonperformance of services hereunder. The Client and the Engineer agree to require a similar provision in all contracts with contractors, subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision. 5.15 Accessibility Compliance. Various federal and state statutes such as the Americans with Disabilities Act, Fair Housing Act and Texas Architectural Barriers Act may be applicable to the design and construction of the Project. Notwithstanding anything to the contrary in this Agreement, Engineer does not represent, warrant or guaranty that the Engineer's design will comply with all interpretations of these statutory requirements and /or requirements of other federal, state and local laws, rules, codes, ordinances and regulations as they may apply to the Project. 5.16 Fast -Track Projects. This clause 5.16 only applies if a fast track process is identified as part of the scope of Engineer's Services or is required due to changes in the Project after the effective date of the Agreement. In consideration of the benefits to the Client of employing the fast track process in which some of the Engineer's Services overlap the construction work and are out of sequence with the traditional project delivery method, and in recognition of the inherent risks of fast tracking, including but not limited to design conflicts and errors and omissions, Client agrees to waive all claims against the Engineer for damages or costs relating to design changes Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part II —Terms & Conditions and modification of portions of the contractor's work due to the Client's decision to employ the fast track process. Client further agrees to compensate Engineer for all Additional Services that arise as a result of the fast track process. ARTICLE 6: COMPENSATION FOR SERVICES 6.1 Compensation for Services. Engineer's compensation for services shall be set forth in individual Proposal(s). 6.2 Compensation. Client agrees to pay Engineer for Services in accordance with the Agreement. Expenses directly related to these Services, including reproduction, travel, long distance telephone bill, express mail, special deliveries and subcontractor expenses shall include a ten percent (10 %) markup on cost, unless these costs have been included in individual proposals. 6.3 Payments. Engineer will invoice Client monthly in accordance with the terms and conditions of the Proposal, and amendment(s) for Services and reimbursables. Client agrees to promptly pay Engineer at its office at 2105 Commerce Street, Dallas, Texas 75201, the full amount of each such invoice upon receipt. In no event shall Engineer's failure to bill monthly constitute default under the terms and conditions of this Agreement. 6.4 Sales and Use Tax. Sales Tax must be collected on Surveying Fees for the establishment of Real Property Boundaries and determining the location of structures or improvements in relation to the boundaries. Charges for prints and reproductions are also subject to the Sales Tax. Sales Tax shall be per the current applicable governing authority tax rates. In the event subsequent taxes are levied by Federal, State, or Local authorities, relating to the services in writing and such modifications as are required shall be made a part of this Agreement. 6.5 Right to Stop Performance. If Client does not pay any amount due to Engineer within thirty (30) days after the invoice date, Engineer may, upon three (3) additional days verbal or written notice to Client, stop performance of the Services until payment of the amount owed has been received. 6.6 Interest. Payments due and unpaid to Engineer under the Agreement shall bear interest at the rate of twelve percent (12 %) per annum, or lesser if required by law, calculated from the date of the invoice, if the payment is not made within thirty (30) days of the date of the invoice. 6.7 Attorney's Fees. In the event Engineers' invoices for Services are given to any attorney for collection, or if suit is brought for collection, or if they are collected through probate, bankruptcy, or other judicial proceeding, then Client shall pay Engineer all cost of collection, including the maximum attorney's fees allowed by law and court costs, in addition to other amounts due. 6.8 Contractual Lien. In the event the Client is the owner, or agent of the owner, of the Property (fee and /or leasehold estate), Client grants to Engineer a contractual lien, in addition to all statutory and other liens that may exist, on the Property and improvements thereon where the Project is located to secure payment for all debts owed, now or in the future, to Engineer by Client including those arising as a result of Engineer's services provided under this Agreement. Client grants Engineer the authority and right to file a Page 7 of 9 copy of this Agreement in the public records of the county or counties where the Project is located to give notice of Engineer's lien rights. ARTICLE 7:TERMINATION OF SERVICES 7.1 Termination. This Agreement may be terminated without cause at any time prior to completion of Engineer's services, either by Client or by Engineer, upon seven (7) days written notice to the other at the address of record. Upon receipt of written notice from Client to discontinue work, the Engineer shall discontinue work under this Agreement. Such termination shall release Engineer from any further obligation to provide Services to Client on this Agreement, but all obligations of Client shall continue. In the event Client terminates the Agreement based on Client's reasonable opinion the Engineer has failed or refused to prosecute the work efficiently, promptly or with diligence, the Engineer shall have ten (10) days, from the receipt of written notification by Client, to cure such failure to perform in accordance with the terms of this Agreement or Proposal(s). Client waives any and all claims it has against Engineer arising out of termination of this Agreement by Engineer. Client waives any and all claims, causes of action, or damages that it has or may have against Engineer for failure to perform further services under this or any other Agreement with Client. 7.2 Compensation in Event of Termination. Upon termination by either Client or Engineer, Client shall pay Engineer with respect to all contracted Services rendered and expenses incurred before termination an amount fixed by applying the Engineer's standard hourly rates, in force at the time of termination, to all Services performed to date, in addition to termination settlement costs the Engineer reasonably incurs relating to commitments which had become firm before the termination. ARTICLE &RELATIONSHIP OF PARTIES 8.1 Independent Contractor. It is understood that the relationship of Engineer to Client shall be that of an independent contractor at all times during the performance of this agreement and no provision or obligation expressed or implied in this Agreement shall create an employment, agency, or fiduciary relationship. Neither Engineer nor employees of Engineer shall be deemed to be employees of Client. ARTICLE 9: LIMITATION OF LIABILITY 9.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF ENGINEER, ITS EMPLOYEES, OFFICERS, SUBCONSULTANTS AND SUBCONTRACTORS, TO CLIENT FOR ANY AND ALL INJURIES, CLAIMS, LOSSES, EXPENSES, OR DAMAGES WHATSOEVER FROM ANY CAUSE OR CAUSES, INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ERRORS OR OMISSIONS SHALL NOT EXCEED THE ENGINEER'S TOTAL RECEIVED FEE NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED DUE TO THE FAULT OF THE OTHER PARTY, REGARDLESS OF THE NATURE OF THIS FAULT OR WHETHER IT WAS COMMITTED BY THE CLIENT OR BY ENGINEER, THEIR EMPLOYEES, AGENTS, SUBCONSULTANTS, OR SUBCONTRACTORS. CONSEQUENTIAL Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part 11 —Terms & Conditions DAMAGES INCLUDE; BUT ARE NOT LIMITED TO, LOSS OF USE AND LOSS OF PROFIT. 9.2 No Certification. Engineer shall not be required to sign any documents that would result in Engineer having to certify, guarantee, or warrant the existence of conditions whose existence Engineer cannot ascertain. The Client also agrees not to make resolution of any dispute with Engineer or payments of any amount due to Engineer in any way contingent upon Engineer's signing any such certification. 9.3 Asbestos or Hazardous Materials. it is acknowledged by both parties that Engineer's scope of services does not include any services related to asbestos or hazardous or toxic materials. In the event Engineer or any other party encounters asbestos or hazardous or toxic materials at,the Property, or should it become known in any way that such materials may be present at the Property or any adjacent areas that may affect the performance of Engineer's Services, Engineer may, at its option and without liability for consequential or other damages, suspend performance of Services on the Project until the Client retains appropriate specialist consultant(s) or contractor(s) to identify, abate, and /or remove the asbestos or hazardous or toxic materials and warrant that the Property is in full compliance with applicable laws and regulations. 9.4 Delays. Engineer is not responsible for delays caused by factors beyond Engineer's reasonable control, including but not limited to delays because of strikes, lockouts, work slowdowns or stoppages, accidents, acts of God, failure of any governmental or other regulatory authority to act in a timely manner, failure of the Client to furnish timely information or approve or disapprove of Engineer's Services or work product promptly, or delays caused by faulty performance bythe Client or by contractors of any level. When such delays beyond Engineer's reasonable control occur, the Client agrees Engineer is not responsible for damages, nor shall Engineer be deemed to be in default of this Agreement. In the event such delay exceeds ninety (90) days, Engineer shall be entitled to an extension of time equal to the delay and an equitable adjustment in compensation. In the event Engineer is delayed by the Client and such delay exceeds thirty (30) days, Engineer shall be entitled to an extension of time equal to the delay and an equitable adjustment in compensation. 9.5 Project Enhancement. If, due to Engineer's error or omission, any required item or component of the Project is omitted from Engineer's documents, Engineer shall not be responsible for paying the cost to add such item or component to the extent that such item or component would have been otherwise necessary to the Project or otherwise adds value or betterment to the Project. In no event will Engineer be responsible for any cost or expense that provides betterment, upgrade, or enhancement of the Project. ARTICLE 10: � MISCELLANEOUS 10.1 Entire 'Agreement. The Agreement contains the entire agreement between Engineer and Client, and no oral statements or prior written matter shall be of any force or effect. The Agreement may be modified only by written document executed by both parties. Page 8 of 9 10.2 Modifications. No one has authority to make variations in, or additions to, the terms of this Agreement on behalf of Engineer other than one of its officers, and then only in writing. 10.3 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Texas. 10.4 Venue. Engineer and Client agree that the services will be performed or partially performed in Dallas County, Texas, and the venue of any action under the Agreement shall be exclusively in Dallas County, Texas. 10.5 Severability. If any provision of the Agreement is held to be illegal, invalid or unenforceable under present orfuture laws, such provision shall be fully severable and the Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a party hereof, and the remaining provisions shall remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision, there shall be added automatically as a part of the Agreement, a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 10.6 Construction of Agreements. The parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised the Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Agreement or any amendments or exhibits. 10.7 Successor and Assigns. Client, for himself and partners, if any, and Engineer, for itself, each binds himself or itself and its successors, executors, administrators and assigns to the other party to this Agreement and to partners, successors, executors, administrators and assigns of such other parry in respect to all covenants of this Agreement. Neither Client nor Engineer shall assign, sublet, or transfer his interest in this Agreement without the written consent of the other. Nothing herein shall be construed as giving any rights or benefits hereunder to anyone other than Client and Engineer. Client's representative signing below warrants that he or she has full authority to bind Client to this Agreement and further warrants that Client has an ownership interest in the real property that is part of the Project. Client's representative signing below agrees to indemnify, save, and hold Engineer harmless for any and all claims, causes of action, and damages that may arise against Engineer if the representations contained in this Paragraph are not correct. Nothing in Agreement restricts Engineer's ability to hire subcontractor in connection with the Services. The Services and any report prepared under this Agreement are for the sole benefit and sole use of Client and are not for the use of any other person. Only Client may rely upon the Agreement and the Services, unless the Engineer gives Client prior and specific written approval. 10.8 Dispute Resolution. Any claim, dispute or other matter in question arising out of or related to the Agreement of the Services provided thereunder shall be subject to arbitration. Prior to arbitration, the parties shall endeavor to resolve all disputes by mediation. Claims, disputes and other matters in question between the parties that are not resolved by mediation shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of Professional Services Agreement Grapevine Convention and Visitors Bureau Addition, Grapevine, Texas Architexas 5.20.14 Part II —Terms & Conditions the American Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party to the Agreement and with the American Arbitration Association. No arbitration arising out of or relating to the Agreement shall include, by consolidation or joinder or in any other manner, an additional person or entity not a party to this Agreement. The foregoing agreement to arbitration shall be specifically enforceable in accordance with applicable law in any court having jurisdiction. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction. 10.9 Mediation. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to non- binding mediation as a condition precedent to the institution of legal proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Engineer's services, the Engineer 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 other legal proceedings. Each parry agrees to include a similar mediation provision in all agreements with independent contractors and consultants retained for the Project and to require all independent contractors and consultants also to include similar mediation provisions in all agreements with their respective subcontractors, suppliers, and subconsultants, thereby providing for mediation as the initial method for dispute resolution between the parties to all those agreements. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the county 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. 10.10 No Warranty. Engineer makes no warranty, either expressed or implied, as to Engineer's findings, recommendations, Page 9 of 9 drawings, specifications, or professional advice. Any warranties or guarantees contained in any purchase orders, certifications, requisitions, or notices to proceed issued by the Client are specifically objected to and excluded. Client recognizes that neither Engineer nor any of Engineer's subconsultants or subcontractors owes any fiduciary responsibility to Client. 10.11 Survival of Provisions. Termination of the Services for any reason whatsoever shall not affect (a) any right or obligation of any party that is accrued or vested prior to such termination, and any provision of the Agreement relating to any such right or obligation shall be deemed to survive the termination of the Services or (b) any continuing obligation, liability or responsibility of Engineer and of Client which would otherwise survive termination of the Services. 10.12 Corporate liability. Client understands and agrees that Engineer is a business entity that has contracted to perform services and any services provided by Engineer's employees, agents, partners, members or officers are not provided in their individual capacity. Client will not make any claim or demand against any of Engineer's employees, officers, directors, members, partners or affiliated business entities. 10.13 Confidentiality. if Client or Engineer receives information specifically designated by the other party as confidential, the receiving party shall keep such information confidential and shall not disclose it to any person, except to those who need to know such information for the Project. This section shall not apply to information in whatever form that comes into the public domain, nor shall it restrict the Client or Engineer from giving notices required by law or complying with an order to provide information or data when such order is issued by a court, administrative agency, or other authority with proper jurisdiction, or if it is reasonably necessary for the Client or Engineer to defend itself from any suit or claim. END OF PROFESSIONAL SERVICES AGREEMENT Ken Smith BLM CONSULTING ENGINEERS, INC. Jeffrey Long David Hang May 16, 2014 Mr. John P. Allender, AIA, LEED AP BD + C Architexas 1907 Marilla, 2' Floor Dallas, Texas 75201 RE: Grapevine - Storage Room Dear John: We are pleased to provide this Proposal for MECHANICAL (HVAC, Plumbing and Fire Protection) and ELECTRICAL ENGINEERING Services in response to your request. Based on our telephone conversation, I understand the project will include the addition of a 2,000 SF storage area on the Grapevine Convention and Visitors Bureau. The storage room will be elevated with parking below. Scope of MECHANICAL and ELECTRICAL ENGINEERING Services will include: A. "On site" survey of existing facility to existing conditions /installation, capacities and /or limitations, equipment operation, etc. B. Preparation of Mechanical and Electrical Construction Documents (plans and specifications) which will include the normal design phases (with associated approvals, i.e., as °described in AIA C141), attendance at scheduled meetings, coordination, etc. Documents will be suitable for bid /pricing and construction. C. Construction Phase: 1. Review of shop drawing /submittal data and provide assistance in interpreting Construction Documents. 2. Periodic visits to the site for observation of the work with companion report (we have assumed two (2) site visits). This Proposal is based on the following assumptions /clarifications: 1. Construction Documents will be CADD prepared. PDF's will be provided by us for reproduction and distribution by the Architect. 8144 Walnut Hill Lane, Suite 200 / Dallas, Texas 75231 -4316 / TEL (214) 373 -8222 / FAX [214) 361 -2667 May 16, 2014 Mr. John P. Allender, AIA, LEED AP BD +C Grapevine — Storage Room Page -2- 2. Demolition will be handled by notes on the Mechanical and Electrical Construction Plans. 3. "Special Systems" (e.g., telephone and data cabling, audio /visual, LAN's, security and closed- circuit TV's, cable or satellite TV's, etc.) will be designed by your Specialty Consultant(s) and /or Contractor(s). BCE will incorporate environmental and power requirements based on the information provided to US. 4. Basic Services for Fire Protection includes design and documentation of major distribution along with performance Specifications for remainder of system complete. Balance of design and documentation to be performed by the Fire Protection Contractor. 5. Changes to previously approved work will be considered an ADDITIONAL SERVICE. 6. Additional job site visits (other than as previously described) and /or attendance at meetings during construction will be provided as an ADDITIONAL SERVICE. 7. Record Documents ( "As- Builts ") will be prepared by the respective MEP sub - contractors. CK�IuI;l�FY_i�[�P►l A. Based on an Agreement similar to AIA Document C141, we propose to provide MECHANICAL and ELECTRICAL ENGINEERING Services for the fees listed below, plus reimbursable expenses: Site Survey Construction Documents Construction Administration Total $ 1,200 $ 2,000 $ 1,200 $ 4,400 B. ADDITIONAL SERVICES (i.e., work other than as described herein): Will be performed on an hourly basis (using the attached "Hourly Fee Schedule) or for a mutually agreed upon lump sum fee, plus reimbursable expenses. C. REIMBURSABLE EXPENSES: Will be at cost (a 1.00 multiplier) and will include delivery charges. D. We will invoice for our services on a monthly basis based on percentage of completion. May 16, 2014 Mr. John P. Allender, AIA, LEED AP BD + C Grapevine — Storage Room Page -3- We appreciate the opportunity to provide this proposal. Sincerely, Ken Smith Attachment _ "Hourly Fee Schedule" Principal 200.00 Project Director /Mechanical Engineer 150.00 Mechanical Engineer 125.00 Mechanical Engineer /Designer 110.00 Project Plbg. /Fire Protection Engineer 150.00 Plbg. /Fire Protection Designer 110.00 Project Electrical Engineer 150.00 Electrical Engineer 125.00 Electrical Engineer /Designer 110.00 Field Representative 125.00 Energy Analyst /Engineer 135.00 CADD Administrator 1 10.00 CADD Technician 75.00 Secretary 70.00 Stated rates are valid for a period of one year from date shown. Thereafter, rates are subject to adjustment.