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HomeMy WebLinkAboutItem 16 - Ice House Museum CC ITEM #16 MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUNO RUMBELOW, CITY MANAGERW' MEETING DATE: MARCH 19, 2013 SUBJECT.- APPROVAL OF DESIGN-BUILD CONTRACT WITH MUSEUM ARTS OF DALLAS FOR INTERIOR EXHIBITS FOR GRAPEVINE'S ICE HOUSE MUSEUM RECOMMENDATION: City Council to consider approval of a contract with Museum its of Dallas to design and build all interior exhibits for the Grapevine lee House Museum in the amount of $225,000. FUNDING SOURCE: Funding for this purchase is currently available in account 179-79173 (Grapevine Ice House Capital Project Fund) in the amount of$225,000. BACKGROUND: In 2010 the Grapevine Historical Society selected Museum Arts of Dallas from several prospective museum design groups to design and build the interior exhibits of the new lee House Museum. Following many meetings with the Museum Development Committee of the Historical Society, a proposal was presented to the Historical Society that utilized the any hours of input by members as well as the inventory of artifacts in the possession of the Historical Society. The proposal totaled $511,496. The Grapevine Historical Society was concerned that it could not raise this amount and following several meetings with the City Manager and the CVB Director it was agreed that the Convention & Visitors Bureau (CVB) would build the interior exhibit space and the Grapevine Historical Society would restore and install their artifacts in the CVB. built exhibits. The CVB Director, following the design guidelines provided byte Historical Society, negotiated over several months a very similar proposal with Museum Arts at a cost not to exceed $225,000. The attached scope of work and sketches outline this work. Upon approval of funding, Museum Arts of Dallas will go back to the Museum Development Committee and complete the final exhibit dimensions, selection of artifacts, graphics and descriptions necessary for each exhibit. Meetings with the Museum Development Committee will begin in March 2013 with fabrication to begin in April 2013 and with installation and completion by August 2013. to recommends approval. CC ITEM #lE6 kjra.p�evme i-iiistorical Museum A New Beginning AWN Out rA fall x a 1 Mal 1 rti MIAMI; SEVISS 1,. .a' � a 0 An Ott NO �x Sri x tr f 1 i 3txivi R# trl`rsva ri&vr" n My 57 dv� . A. , 01 *11 MUSEUM ARTS CC ITEM #16 Floorplan 1, z z 790 SO FT / J HOME U CI€nrr 4—= 1 SPLAY EXHIBIT AREA 1974 FT 3 t I C, MIMTARY BY CLIEN MAYOR'S OFFICE L<� ; BY CLdEMT TT i 1 BRME �.� DAIRY E .1 ICE ROUSE � r iy Indicates item provided by client MUSEUM 214-357-5644 Museum , inc. Freetivood Dr. Dallas, TX 7 CC ITEM #16 lCle House I r , � h , �u yq e i �w .5 y ry Enjoy the refreshing chill of a visit to the ice house on a hot summer day. Visitors to the new useu will get up class to photos, memorabilia, faux blocks of ice, and a scale interactive. The front of the exhibit is accessible to visitors, so they may step up to the ice scale and weigh themselves. MUSEUM ARTS CC ITE=M #16 Wedding Dress Display ......:f f to ex j.... . IV --a _1 Y 4 � n< .• �..�E t A ° t 4 hat d„ l • _"wa �A a ✓d� r �* f t f ,+�, 'I �Y. __ _ �C°�«Rlka/'rs,!hv'fA,'�'_✓�r �,�r"rf T „wrr'-`%� ..,ra.,fl�rtf;`� y'�''"r 3,A .�� a J b r���✓J n ��i�5; f � y 4 P��r" �;��d✓jZJ;� ��s�`3'�✓"rr� � J ...r' ��i�3F����, � l' J A ��" trl��3r✓ s ` f ��✓h h ���I I��!�I�sY� t �A�` � z j r i Yt�r ticr' 1X✓ �✓�zt�> �2`�� ,v��� ..tiro ���F.,. A'�, s?"... J >sa �%,A«� �l'' ��L° ,f�`�.;��,���✓J c��r31�'>�sr ���F ��1 a :� Y®u can almost hear weddin.g bells ring when viewing the historical gowns on dis- play at the new Grapevine Historical Museum. Visitors will see unique and beauti- ful dresses from 1877 and 1914, photographs, and a newspaper announcement of the 1938 wedding of Mr. and Mrs. William Haag. 15 PK ed,11 MUSEUM ARTS CC ITEM #16 Daiq, Farming } i r s W �Ht t I d s n N fi a. Guests not familiar with Grapevine's history may be surprised tto find in the mu- seum a dairy exhibit. Dai farming was, at one time, big business in Grapevine. This exhibit highlights several artifacts such as a butte churn, cream separator, milk bottles, and more. MUSEUM ARTS CC ITEM #16 Agricultural Fani-ning .............. i j t 4 i( { , i h( lv , F ` +a r, s 1 r. Several of Grapevine Historical Society's farming artifacts are showcased in this exhibit dedicated to telling the story of Grapevine's agricultural routs. These artifacts include a corn planter, grinding wheel, scale, forge, anvil, scythe, and hand drill. A wall graphic will promote Nash Farm as a place where visitors can learn more about Grapevine's agricult-ural. past. y MUSEUM ARTS CC ITEM #16 Ma-y- or' s Office R. Wall W. D. Tate r-" �F. f S f n � r, s, f � l The exhibit walls feature various pictures, artifacts, and taxidermy specimens selected to give visitors a representative look into the actual mayor's office. Fam- ily photos personalize the space while unusual artifacts, such as the three-handled shovel and Mayor Tate's homemade 'Christmas wreath, all bring touches of real life to this historical display, MUSEUM ARTS CC ITEM #16 Military Display p yyy P- gg gp fi r i Y s r, B� o- a w ff § � 6 a In this patriotic exhibit, Joe Messina represents the Navy, Gene Wiley the Army, and Edgar Lee Pew=itt the Air Force. 0 1AUSEU I ARTS CC ITEM #16 The, Attic � ;p, ! I a f� T h, the attic, a place of discovering hidden treasures, makes it own appearance in the new Grapevine Historical Museum. That same sense of wonder first experi- enced in Grandma's attic can be felt here, too. The sheer volume of the artifacts in this space will make it a visual feast for the eyes. By pushing a button, visitors will initiate an audio/light show i i tin 8°-12 selected artifacts® MUSEUM ARTS CC ITEM #16 Home Disphiy xy v 4 I -+y" aq �.; ^alp a leas, E Grapevine's quaint charm and its strong sense of community began ;bass ago in homes like the one shown here. If our exhibit Ovals could talk, they would share fascinating stories about the ornate wooden seating and the Spinet piano. Note: The period look of the room may be changed based can available artifacts, MUSEUM ARTS CC ITEM #16 Schedule Grapevine Convention Visitors Bureau Scope of Work 02 . 18 . 13 A. lee House 0 Fabricate rustic floor with artistic finish 0 6 to 8 3'x4' lamda print graphics on black sintra • Client provides images and initial text • N4A edits text • MA designs final graphics a 3 large faux ice blocks # Assist client in choosing artifacts a Design and fabricate mounts for artifacts B. Wedding Exhibit 0 One 2x3' laminate thickness lzone for rail * 36"high wooden rail with hardwood top cap a Plywood subfloor with carpeting 0 Base and crown molding 0 Painted walls * Assist client in choosing artifacts 0 Design and fabricate mounts for artifacts ® Two full body stands ® 12 to 16 1.5'x2' 1 d print graphics on black sintra • Client provides images and initial text • MA edits text • NLk designs final graphics C. Dairy Exhibit * 36"high wooden rail with hardwood top cap * Assist client in choosing artifacts * Design and fabricate mounts for artifacts ® Ten 2' x2.5' 1 d print graphics on black sintra 0, Rai1 graphic 2'x3' laminate thickness Izone CC ITEM #16 D. Agricultural Exhibit • Fabricate rustic floor and walls with artistic finish • Two 2'x2' lamda print graphics on black sintra, • Assist client in choosing artifacts • Design and fabricate mounts for artifacts E. Mayor's Office • Fabricate and install subfloor and wood flooring • Paint walls • Install large curtain at rear of exhibit • Fabricate and install base and crown molding • Miscellaneous props • Fabricate window at front of exhibit • Assist client in choosing artifacts • Design and fabricate mounts for artifacts • Two 2'x2' lamda print graphics on black sintra. • One 2'x3' sign F. Military Exhibit • Fight 2'x2' lamda print graphics on black sintra • Plex case • Lighted case inset in wall • Painted walls • Assist client in choosing artifacts • Design and fabricate mounts for artifacts • Two full body stands G. Attic 0 Rustic wood railing with artistic finish • 1.5'x2' rail graphic laminate thickness lzone • Push button for show • 8 to 12 30 second audios • 8 to 12 computer controlled lights • Stereo speakers • Gilderfluke playback device • Programming for an audio light show • Assist client in choosing artifacts • Design and fabricate mounts for artifacts CC ITEM #16 • Four 2'x2' lamda print graphics on black sintra, • 2"x6"attic framing with artistic finish • Shake shingle roof • Two 2"x4' framed walls with shiplap siding H. Home Exhibit • Fabricate walls and floor substructure • Install wood flooring • Install wallpaper • Fabricate and install base and crown molding • Fabricate lighted window with curtains • Assist client in choosing artifacts • Design and fabricate mounts for artifacts • 2'x4' rail graphic laminate thickness Izone • Fabricate railing I. Exhibit Support • Fabricate center kiosk walls • Fabricate and finish end caps • Install all exhibit on site Owner provided: • Power provided to areas specified in electrical plan. • Track lighting as specified by Contractor, • Floor covering/treatment. • Wall treatment. • Ceiling painting. • Furniture as so noted on CAD floor plan. CC ITEM #16 Fabrication Agreement by and between Grapevine Convention & Visitors Bureau and Museum Arts, Inc. This AGREEMENT made as of the I st day of March, 2013, by and between: Grapevine Convention&Visitors Bureau, having its offices at 636 S. Main St., Grapevine, Texas 76051,herein referred to as "Owner"; and, Museum Arts, Inc., having its offices at 2639 Freewood, Dallas, Texas 75220, herein referred to as "Contractor"; WHEREAS: Owner desires to obtain creative services, including the specification, and fabrication of museum quality Exhibits for Owner's Musewn; Owner will provide input as to his specific needs for the Exhibits; Owner will provide Contractor with suitable space in the Grapevine Historical Museum for installation of the Exhibits; Contractor is in the business of planning, designing, fabricating, and installing custom exhibits and has agreed to provide to Owner certain goods or services or both, as herein specified, on the terms and conditions set forth in this Agreement. NOW, THEREFORE, THIS AGREEMENT WITNESSES that in consideration of the promises, covenants and agreements herein contained,the parties agree as follows: 1.0 Definitions Where used,herein, the following words and phrases have the following meanings, respectively: 1.1 "Acceptance" occurs when Owner certifies that the entire Work or that portion of the Work being discussed, has been fully performed to the requirements of the Contract Documents (as hereinafter defined); 1 CC ITEM #16 1.2 "Acceptance Date" is the date upon which Acceptance occurs as specified in paragraph 2.2 of this Agreement; 1.3 "Change in Work" refers to any addition, deletion and/or other revision of the Work within the general scope of the Work as described in paragraph 6.0, "Changes in Work", of this Agreement; 1.4 "Change Order" means a written order to Contractor signed by the Representative authorizing a Change in Work; 1.5 "Contract Price" means the amount described in paragraph 3.1 of this Agreement as the consideration Owner agrees to pay Contractor for the performance of the Work subject to such additions or deductions from that amount as may be made under the terms of this Agreement from time to time; 1.6 "Day or days" shall mean calendar day or days, unless specifically stated otherwise; 1.7 "Disputed Work" refers to a disagreement between Owner and Contractor regarding whether any particular direction of Owner constitutes a Change in Work; 1.8 "Exhibits" are displays of artifacts and/or visual and/or auditory presentations which convey messages to visitors relative to the purpose and theme of the exhibits and are generally described in the Scope of Work attached hereto; 1.9 "Contractor's Work Area" means the portion of the Site designated by Owner in writing as being allocated to Contractor for the performance of Work; 1.10 "Force Majeure" refers to forces and powers beyond the reasonable control of the parties, but not including financial inability of a party to perform; 1.11 "Materials" are all products, commodities, articles and things that are by the Contract Documents to be incorporated in, or are to form a part of an Exhibit, including, without limitation, all apparatus, equipment, machinery, piping, ducts, conduits, structural components, concrete, masonry, fasteners, hardware, finishes, and permanent facilities, light, power and other required utilities; 1.12 "Representative" refers to the person described in paragraph 2.4 of this Agreement, or the person designated by him in writing pursuant to that paragraph; 1.13 "Site" is the area designated and occupied by Owner's building(s) for the installation of the Exhibits; 2 CC ITEM #16 1.14 "Work" is Contractor's consideration, as described in paragraph 2.1, "Scope of Work", for Owner's payment; 1.15 "Work Product" are all drawings, plans, models, designs, reports, specifications and other documents, and all concepts, products, and processes prepared or produced by or at the direction of Contractor directly or indirectly in connection with Work, or otherwise developed or first reduced to practice by Contractor in performing the Work; and, 1.16 "Working Drawings" are dimensional scale renderings of Exhibits to be used as reference for the fabrication of such Exhibits. 2.0 Work 2.1 Scope of Work Contractor shall provide or procure the provision of the fabrication and installation of the Exhibits, and all items outlined in Schedule I of this document (herein collectively called the "Work") as well as any other matters required for the completed performance of the Work in accordance with the Contract Documents. It is acknowledged and agreed that the design and fabrication of the Exhibits will include the work described in the Schedule 1, Scope of Work. Upon execution of this Agreement, the Parties shall finalize the Specifications Plan based on the details for the work included in the Scope of Work, Schedule 1. Such final approved Specifications Plan shall be the basis of the fabrication of the Exhibits. Contractor agrees that the Contract Price includes all costs, expenses and fees associated with the fabrication and installation of the Fxhibits in accordance with the fi nal Specifications Plan. Contractor shall not deviate from the approved Specifications Plan without the prior written consent of Owner or its Representative. Notwithstanding the foregoing, Contractor shall at Owner's request make changes in the design of Exhibits in order to reduce costs and/or to allow for Owner's requested changes in the Scope of the Work. Because of the nature of the Work to be completed, and the ultimate purpose of the Work, the parties acknowledge that their relationship is one of mutual trust. That is, of necessity,to some extent the creation of the Exhibits is a joint project. In this regard, both Owner and Contractor agree to be reasonable and flexible in their requests and efforts to complete the Exhibits in accordance with the Completion Date and Contract Price stated herein. 2.2 Acceptance Date Based on beginning exhibit fabrication in March, 2013, Contractor shall proceed with completion of the Work based on a detailed schedule of the Work to include milestone dates (the "Schedule") to be proposed by Contractor. Contractor shall provide a detailed schedule for completion of the work that has been coordinated with Owner, within 30 days of execution this Agreement. The Schedule shall provide that all off-site 3 CC ITEM #16 fabrication of the Exhibits including the correction of any deficiencies and defects shall have been completed by August 1, 2013 so that the Work will be finally completed in accordance with the Contract Documents by August 15, 2013 (the "Final Completion Date"), and Owner shall have confirmed its Acceptance of the Work in writing. The Owner shall have the right to approve the proposed Schedule including all milestone dates established therein. The schedule shall show the activities of the Owner and Contractor necessary to meet the Owner's completion requirements. The Schedule shall be updated periodically with the level of detail for each schedule update reflecting the information then available provided that the Schedule may not be modified without Owner's approval. If an update indicates that a previously approved Schedule will not be met, the Contractor shall recommend corrective action to the Owner. 2.3 Owner's Controls and Approvals Owner shall at all times have the right of control, review and prior approval of all plans, specifications, drawings, and other documents prepared by Contractor, or actions to be taken by Contractor in connection with the Work. No modification or change in the Work shall be binding upon Owner unless such modification or change is approved in writing by Owner or its Representative. The Owner may from time to time impose specific requirements and general procedures delineating items which Contractor must submit to Owner for specific review and approval. Owner agrees to respond to such requests for approval within ten(10) days following receipt of each request. 2.4 Owner's Representative Owner hereby designates Paul McCallum as its Representative (hereinafter referred to as "Representative"). The Representative will have authority to communicate with Contractor in connection with the performance of the Work, to give and receive all written communications and documentation between Owner and Contractor, to give written direction and instructions to Contractor, and to make decisions falling within the scope of the Agreement binding on Owner; provided that no action of the Representative or any of his designees shall be binding unless in writing. The Representative may designate one or more other persons to perform particular functions on his behalf by written notice to Contractor, which notice shall specify the authority so delegated. Such notice shall be effective until revoked or varied by subsequent written notice. 2.5 Contractor's Representative Contractor hereby designates Philip R. Par ore as its Representative. Any replacement of the Representative shall be acceptable to Owner. The Representative will have authority to deal with the Owner in connection with the performance of the Work,to give and receive all written communications and documentation between Contractor and Owner, to provide and receive information from Owner, and to make decisions falling within the scope of the Agreement binding on Contractor. Subject to Owner's approval of such designees, the Representative may designate one or more other persons to 4 CC ITEM #16 perform particular functions on his behalf by written notice to Owner, which notice shall specify the authority so delegated. Such notice shall be effective until revoked or varied by subsequent written notice. 3.0 Contract Price and Payment 3.1 Contract Price The Owner agrees to pay Contractor Two Hundred Twenty Five Thousand Dollars and no Cents ($225,000.00) for the Work. A detail of the Contract Price is outlined in Schedule 2 of this Agreement. Payment of this amount is subject to additions or deductions as follows: (a) all deductions, remittances and withholdings from the Contract Price which Owner may be required by law to make and remit to any governmental or other authority having jurisdiction; (b) any reasonable set-off or deduction which Owner may make at its discretion as a result of the withholding or payment by Owner of any amount (including amounts paid by Owner) to discharge liens or claims of Subcontractors or Suppliers, or paid on behalf of Contractor; (C) all other rights of termination or deduction to which Owner may be entitled under the terms of the Agreement; and/or, (d) Changes to the scope of work agreed upon by both parties during the performance of the fabrication contract designed to lower the overall cost of exhibits-., The Contract Price may not be increased or decreased except as expressly provided in this Agreement or by a written agreement executed by Owner and Contractor. 3.2 Taxes and Duties Contractor will take no action which will endanger Owner's federal, state, or local exempt status. Owner shall provide Contractor with evidence of Owner's exemption from sales tax and to the extent reasonably possible Contractor shall acquire Materials with the benefit of such exemption. 3.3 Progress Payments Owner shall make progress payments to Contractor on account of the Contract Price - See Schedule 2. Contractor shall submit invoices, not more often than monthly, with general descriptions of the work performed for review and approval by the Representative-and shall include a detail description of all subcontractors and materialmen supplying goods 5 CC ITEM #16 and services during such period. Each Payment of approved invoices shall be made within 30 days of receipt. Progress payments may be withheld if (a) work is found defective and not remedied; (b) Contractor does not make prompt and proper payments to Subcontractors; (c) Contractor does not make prompt and proper payments for labor, materials, or equipment furnished to it; (d) Owner and/or another contractor is/are damaged .by an act for which Contractor is responsible; and/or (e) claims or liens are filed on the job. 3.4 Final Payment Owner shall make final payment to Contractor within 30 days after the work is completed and accepted and an invoice submitted, if the contract is at that time fully performed. Owner by making final payment waives all claims except those arising out of: (a) faulty work; (b) work that does not comply with the Contract Documents; (c) Contractor's remaining obligations and indemnities hereunder and/or, (d) outstanding claims or liens. Contractor, by accepting final payment, waives all claims against Owner except those that Contractor has previously made in writing and which remain unsettled at the time of Acceptance. 3.5 Penalties for Late Payments. In the event that any payment is not paid within thirty (30) days following its due date, other than disputed amounts, each such payment will accrue interest. The interest rate shall be 12% per annum beginning on the first day after the 30 day period within which a payment is due. Interest shall be prorated on a basis of 11365th for each day the payment is late. 4.0 Starting and Completion Dates Work under this Agreement shall begin in March, 2013. Contractor shall perform the Work. All deficiencies and defects shall have been corrected by August 15, 2013 so that 6 CC ITEM #16 the Work has been fully performed to the requirements of the Contract Documents, and Owner shall have confirmed its Acceptance of the Work in writing. Any work done by Contractor prior to the contract date, which aids the progress of the Work in any manner,has the same effect as work done after the contract date and shall be the basis for payment. Unless sooner terminated in accordance with provisions herein, this Agreement shall be deemed to be terminated when Owner determines that the Work has been completed and indicates its approval and acceptance thereof in writing, and Contractor receives all payments due it. All indemnities set forth herein and obligations of Contractor to ensure that the Work has been performed in accordance with this Agreement shall survive any termination or completion. 5.0 Contract Documents The Contract Documents on which this Agreement between Owner and Contractor is based, and which contain the plans and specifications in accordance with which the Work is to be done, and which provide for the method of payment of the Contract Price, are as follows: (a) this Agreement, with any supplementary agreements and conditions attached to this Agreement; and, (h) any work change orders to be issued. The Contract Documents together form the contract for the Work described in this Agreement. The parties intend that the documents include all provisions for all labor, materials, equipment, supplies, and other items necessary for the execution and completion of the Work, and all terms and conditions of payment. The Contract Documents are to be separately executed by Owner and Contractor. 6.0 Changes in Work 6.1 Changes Owner shall be entitled to order changes in, additions to, or deletions from, any portion of the Work as described in the Contract Documents or incidental thereto or inferable therefrom without invalidating this Agreement, so long as the changes, additions, or deletions are within the general description of the Work contained in this Agreement. No Changes in Work shall be ordered or complied with unless contained in a written Change Order to Contractor and signed by the Owner's Representative. In the event a Change in Work is requested, the Contract Price shall be increased or decreased, as the case may be, as agreed by Contractor and Owner. In the alternative, 7 CC ITEM #16 other Changes in Work may be agreed to by the parties in order to offset the increase or decrease in costs of the requested Change in Work, thus leaving the Contract Price intact. 6.2 Disputed Work In the event the parties dispute whether any particular direction of Owner constitutes a Change in Work, and Contractor gives written notice to Owner of its position and reasons therefor, Owner shall be entitled, by notice in writing to Contractor, to either require that the direction be followed as an item of Disputed Work or request that such Disputed Work not be performed. If Owner requests that Contractor perform the Disputed Work, the performance of the Disputed Work by Contractor shall not prejudice the right or ability of Contractor to claim that the Disputed Work constituted a Change in Work. Nor shall the Direction to perform the Disputed Work prejudice the right or ability of Owner to claim that the Disputed Work was included in the Work and did not constitute a Change in Work. The parties agree to share the cost of Disputed Work until such time as the dispute is resolved as provided in paragraph 20.0, "Governing Law". 7.0 Subcontracts Owner hereby acknowledges that Contractor may enter into subcontracts or supply agreements for portions of the Work with Subcontractors or Suppliers; provided that Owner shall have the right to approve the identity of all subcontractors furnishing any portion of the Work. Each subcontract entered into by Contractor shall require each Subcontractor to perform that portion of the Work awarded in strict accordance with this Agreement, and shall provide that each Subcontractor shall perform its subcontract so as not to result in the violation by Contractor of any of the terms, covenants or conditions of this Agreement. Owner shall not be liable to any Subcontractors or Suppliers for payment under their respective subcontracts or supply agreements. Nothing contained in this Agreement, nor in any subcontract, shall create any contractual relationship between Owner and any Subcontractor or Supplier. 8.0 Contractor's Representations, Warranties and Covenants 8.1 Generally Contractor represents and warrants to, and covenants and agrees with, Owner, with the intention that Owner shall rely thereon,that: (a) it has fall right and authority to enter into this Agreement; (b) nothing contained in this Agreement to be performed by Contractor nor any of the products or materials included within any of Exhibits shall 8 CC ITEM #16 constitute a breach of any patent, copyright, design right, trademark, trade name, or of any statute, contractual restriction, rule, order, or other regulation which may be applicable to Contractor, the Exhibits, the Work, or any goods to be provided in connection therewith; (c) the Work shall be fit for the purpose for which it is intended and shall conform to and comply with the requirements of the Contract Documents except to the extent that Owner may approve in writing any Changes in Work; (d) it has made such investigation and inspections of the Site as are necessary for it to perform the Work, including the local conditions, the approaches to the Site, availability of services, Contractor's Work Area and the access thereto, or that for reasons of its own, Contractor has voluntarily chosen not to make such investigation and inspections; (e) all Subcontractors and Suppliers shall have the respective qualifications, experience and capabilities necessary to carry out the Work and that the Work will be performed to the standard of care, skill and diligence of an experienced professional in Contractor's or the respective Subcontractor's field as is customary in the performance of such services for a project of a nature and magnitude similar to the Work; (f) all instructions, comments and directives of Owner made during the performance of the Work to Contractor, pursuant to paragraph 6.1 of this Agreement, "Changes", will be implemented; (g) it shall perform the Work in a good, safe, sound, and workman-like manner using adequate, competent and experienced personnel, and in strict compliance with the Contract Documents, including all drawings, plans, specifications, models, samples, and prototypes submitted to and reviewed and approved by Owner, and in accordance with all governing codes, laws, ordinances, rules, regulations, and directives of all authorities having jurisdiction and the standards of the industry or profession related to the Work; (h) with respect to the Materials, if any: (1) the Materials shall be free and clear of all liens, charges, and encumbrances of any kind, and will conform to all of the requirements set forth in the Contract Documents; (2) the testing and commissioning of the Materials will be completed and the Materials and all other elements of the Work will be ready for Acceptance by Owner on or before the Acceptance Date; 9 CC ITEM #16 (3) all Materials shall be of new and of first class quality and shall be manufactured or fabricated in a good, sound, workman-like manner, and shall be of first class design, materials, and workmanship, complying in all respects with all applicable standards and legal requirements, will be suitable for their intended use, and will incorporate the best known, applicable current technical and manufacturing practices; (i) the Contractor has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner of degree with the performance of the Contractor's services hereunder. The Contractor ftu-ther covenants that in the performance of this Agreement no person having such interest shall be employed. 8.2 Repairs If within one (1) year after the Acceptance Date any Work is found to be defective, Contractor shall promptly, without cost to Owner and in accordance with Owner's written instructions, repair and/or replace any defective Work, or correct any defects or deficiencies in the Work, including design or engineering errors and repair any damage to Owner's facilities arising out of or relating to such defects or deficiencies or the repair thereof. Contractor will be responsible for all costs of such repair or correction, or of the manufacture or acquisition of the replacement part(s), as well as be responsible for the cost of transportation and installation, including all taxes and duties in respect to such replacement part(s). Contractor shall not be responsible for repairing damage arising from vandalism, accident (except to the extent arising out of the negligence of Contractor or its agents) or other acts beyond the reasonable control of Contractor. If Contractor incurs costs of any kind whatsoever in the repair or correction of alleged defects, and if it is subsequently determined that Contractor is not responsible for their repair or correction, Owner shall reimburse Contractor for all reasonable, documented, out-of-pocket expenses so incurred. If needed materials are available and the Contractor does not correct a defect within twenty (20) work days following the receipt of written notification of the defect, Owner may have the defect corrected, or removed and replaced, and all direct costs of such correction, or removal and replacement, (including but not limited to fees and charges of engineers,professionals, and tradesmen)will be paid by Contractor. Should Contractor make any correction or replacement, the corrected or replaced Work shall be subject to the provisions of this section for a period ending upon the later of one (1) year following the date of Owner's acceptance of the Work or six (6) months following the date the correction or replacement is completed. 10 CC ITEM #16 All manufacturer's equipment warranties will apply as written and for the period stated by manufacturer and shall be transferred and assigned by Contractor to Owner concurrent with final acceptance by Owner. .3 INDEMNITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR SHALL AND DOES AGREE TO INDEMNIFY, PROTECT, DEFEND AND HOLD HARMLESS THE OWNER, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY, THE "INE TEES") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, LIENS, CAUSES OF ACTION, SUITS, JUDGMENTS, SETTLEMENTS, COSTS AND EXPENSES, INCLUDING COURT COSTS AND ATTORNEYS FEES (COLLECTIVELY, "LIABILITIES"), WHETHER ARISING IN EQUITY, AT COMMON LAW, OR BY STATUTE, DIRECTLY OR INDIRECTLY ARISING OUT OF, BASED UPON, IN CONNECTION WITH, RELATING TO CAUSED BY, OR RESULTING FROM (IN WHOLE OR IN T), (A) THE WORK OR ANY PART THEREOF, (B) CONTRACTOR'S (OR ITS SUBCONTRACTORS', SUB-SUBCONTRACTORS', SUPPLIERS', TE L N'S, EMPLOYEES', OR OTHER PERSON DIRECTLY O INDIRECTLY EMPLOYED BY OF THEM, OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER, OR FOR WHOSE ACTIONS THEY MAY BE LIABLE) (COLLECTIVELY T "CONTRACTOR TIES") ACTIONS O INACTIONS UNDER THIS CONTRACT OR ASSOCIATED WITH THE WORK, (C) ANY CONTRACTOR PARTY'S FAILURE TO COMPLY WITH ALL APPLICABLE LAWS, OR (D) ANY LIENS OR OTHER ENCUMBRANCES ON THE WORK OR OWNER'S PROPERTY ARISING OUT OF THE WO (COLLECTIVELY, THE "LIABILITIES"), AND EVEN IF DUE IN PART TO AN INE ITEE'S NEGLIGENCE OR OTHER FAULT, BREACH OF CONTRACT OR WARRANTY, VIOLATION OF THE TEXAS DECEPTIVE TRADE PRACTICES ACT, OR STRICT LIABILITY WITHOUT REGARD TO FAULT; PROVIDED, HOWEVER, THAT CONTRACTOR'S OBLIGATION OF INDEMNIFICATION UNDER THIS PARAGRAPH SHALL NOT EXTEND TO THE PERCENTAGE OF THE THIRD PARTY CLAIMANTS DAMAGES CAUSED BY THE INDEMNITERS NEGLIGENCE OR OTHER FAULT. THE CONTRACTOR SHALL NOT SETTLE OR COMPROMISE ANY THIRD PARTY CLAIM WITHOUT PRIOR TTEN CONSENT OF THE INDEMNITEE. Owner shall be entitled to withhold any payment otherwise due Contractor in an amount sufficient to defend against and satisfy any such claims, obligations and liens, Any such withholding shall not constitute a justification for to nation of performance by Contractor. The indemnity provided herein shall survive the acceptance of the Work and/or termination of this Agreement for a period of one (1)year. 11 CC ITEM #16 9.0 Inspection by Owner Owner shall be entitled to inspect from time to time, at its discretion, any premises where any part of the Work is being performed. For that purpose and upon reasonable advance notice, Contractor shall make such premises open and available to Owner during normal business hours. The inspection of the Work by Owner shall in no way relieve Contractor of fall responsibility for the quality of the design, fabrication and performance of the Materials in accordance with the Contract Documents. If such inspection discloses or the Owner otherwise learns that the Contractor has defaulted or neglected to carry out the Work in accordance with the Contract Documents and fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may at the expense of the Contractor and without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including Owner's expenses made necessary by such default, neglect or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. 10.0 Copyright Unless otherwise agreed in writing by Owner, all drawings, plans, models, designs, reports, specifications and other documents, and all concepts, products, and processes prepared or produced by or at the direction of Contractor directly or indirectly in connection with the work or otherwise developed or first reduced to practice by Contractor in performing the Work shall belong solely to Owner. Contractor has no exclusive ownership of the patents, copyrights and trademarks thereof, and its rights shall not be extended to a third party without the consent of Owner. Either party can duplicate or modify the completed exhibits for the purpose of making repairs or improvements for the benefit of Owner, without the approval of the other party. 11.0 Books and Records Contractor shall keep proper accounts and records of all invoices, receipts and vouchers relating to this Agreement. 12.0 Termination 12.1 Owner's Default Contractor may, on 30 days written notice to Owner, to pate this Agreement before the completion date specified in this Agreement when for a period of 30 days after a progress payment is due, other than disputed amounts, through no fault of Contractor, Owner fails to issue a certificate of payment or make the payment itself. On such to nation, Contractor may, as its sole and exclusive remedy recover from Owner payment for the 12 CC ITEM #16 cost of all work actually completed and for any costs incurred by Contractor for materials, equipment, tools, or machinery to the extent of actual loss thereon, provided Contractor can prove such loss. Until payment is made, Contractor retains all right, title and interest in the Work for which payment has not been made. 12.2 Contractor's Default Owner may, on 30 days written notice to Contractor, terminate this Agreement before the completion date specified in this Agreement, and without prejudice to any other remedy Owner may have, when Contractor defaults in performance of any provision in the Agreement, or fails to carry out the Work in accordance with the provisions of the Contract Documents. On such termination, Owner may finish the work in whatever way Owner deems expedient. On any such default by Contractor, Owner may elect not to terminate this Agreement, and in such event Owner may make good the deficiency of which the default consists, and deduct the costs from the progress payment due to Contractor. 12 . 3 Termination for Harassment/Discrimination Neither Contractor, nor any employee or agent of Contractor, shall discriminate against or harass any person because of race, color, religion, sex or national origin. The Contractor shall take affirmative action to ensure that such conduct does not occur. Violation of this clause may result in immediate termination of all contracts between the Owner and the Contractor "for cause" and may further result in Contractor being suspended or debarred from future contracts. 13.0 Force Majeure Neither party shall be liable to the other for failure to perform its obligations hereunder if and to the extent such failure to perform results from reasonably unforeseen causes beyond its reasonable control (all of which causes herein are called "Force Majeure"), including but not limited to, labor disputes (other than a strike or labor problem of the employees of Contractor or any of its Subcontractors caused by or within the control of Contractor or any of its Subcontractors); civil disturbances; fires; explosions; floods; unusual climatic conditions; acts of God; acts of a public enemy; inability to obtain, or delay in obtaining, required licenses, permits or other authorization; or laws, regulations or orders of any governmental authority having jurisdiction. Thep unable to perform as a result of Force Majeure shall notify the other within five (5) days following the beginning and ending of each such period of inability in order to make a claim to an extension for Force Majeure. 14.0 Assignment 13 CC ITEM #16 Contractor shall not assign any interest in this Agreement, and shall not transfer any interest in the same, whether by assignment or notation, without the prior written consent of Owner. However, claims for monies due or to become due from Owner under the Agreement may be assigned to a bank, trust company or other lender without such prior approval. Notice of such assignment or transfer shall be furnished to Owner promptly. 15.0 Confidentiality of Findings Any reports, data, and other work product given to or prepared or assembled by, Contractor under this Agreement which Owner requests to be kept confidential shall not be made available to any individual or organization by Contractor without prior approval of Owner, except as provided for in Section 11.0, "Books and Records", above. Contractor shall not release or deliver any of the final products of Contractor's services to the general public or any goven-imental official until authorized to do so by Owner, except as provided for in Section 11.0, "Books and Records", above. Contractor shall not use any information or materials furnished by Owner for any purpose other than performance of the Work. 16.0 Insurance Contractor shall secure, pay for, and maintain until all service or work is completed, such insurance as will protect him and Owner from claims directly or indirectly arising or alleged to arise out of the performance of the work from claims by workmen, suppliers, or sub-contractors, from claims under any scaffolding, structural work, or safe place law, and from any other claims for damages to property or for bodily injury, including death, which may arise in whole or in part from device or operations by the Contractor or any sub-contractor or anyone directly or indirectly employed by either of them. Such insurance shall cover all contractual obligations which the Contractor has assumed, including the "indemnification" agreement as described below. Contractor shall fumish to Owner, Certificates of Insurance evidencing coverage as set forth below. Such insurance shall be modifiable, or cancelable only on written notice to Owner from such insurance companies, mailed to Owner 30 days in advance of modification or cancellation via registered mail. 1 . Worker's Compensation and Occupational Diseases for statutory limits. 2 . Employer's Liability (Coverage B) to $ 500,000 each accident, $ 500,000 disease-policy limit, $ 500,000 disease-each employee. 3. Commercial General Liability: $ 2,000,000 - General Liability: 14 CC ITEM #16 $ 2,000,000 - Products-Completed Operations aggregate $ 1,000,000 - Each Occurrence $ 100,000 -Fire Damage $ 5,000 - Medical Expense 4. Comprehensive Automobile Liability (including owned, non-owned and hired vehicles) $1,000,000 Combined Single Limit. 5. Umbrella Liability: $ 2,000,000—General Aggregate $ 5,000 —Self Insured Retention 6. Responsibility for Personal Property of Contractor: It shall be the responsibility of the Contractor to provide his own insurance on his tools (including tools owned by mechanics), equipment, scaffolding, staging towers, forms, etc., owned or rented by the Contractor, the capital value of which is not included in the cost of the work. 7 . Installation Floater Insurance: Contractor shall effect and maintain at his expense until the project is completed and accepted by Owner, an All Risk Installation Floater Policy in the amount of $500,000 for fabricated exhibits on the premises of Museum Arts or in transit to Owner's facility. Owner shall be named on Contractor's Commercial General Liability policy as an Additional Named Insured, only insofar as the service or work to be performed pursuant to this agreement. Owner will be provided with a Certificate of Insurance naming "The Grapevine Convention & Visitors Bureau, it's employees, volunteers and other agents". And such insurance shall be deemed to be primary insurance as respects any similar insurance carried by Owner. 17 . 0 Care, Custody, and Control Materials and exhibits delivered by the Contractor to the Owner's premises will be under his care, custody, and control upon completion of unloading at the premises or at any other facility designated by Owner. 15 CC ITEM #16 18.0 Ownefs Authority to Contract Owner hereby certifies that it has proper authority to enter this Agreement pursuant to all state and local laws governing it, and is otherwise in compliance with all such laws with respect to this Agreement. 19.0 Arbitration All claims and disputes relating to this Agreement shall be subject to arbitration at the option of either Owner or Contractor in accordance with the Arbitration Rules of the American Arbitration Association as exist at the time of the dispute. Written notice of demand for arbitration shall be filed with the other party to this Agreement and with the American Arbitration Association within 30 days after the dispute has arisen. 20.0 Permits and Licenses (a) The Contractor or subcontractor installing equipment or utilities at the site must be properly licensed in Texas as a General or Mechanical Contractor to perform the required services. (b) The Contractor or subcontractor installing equipment or utilities at the site shall at his own expense, secure and pay to the appropriate department of the Local Government, the fees or charges for all permits required by the local regulatory body or any of its agencies, including required building permits. 2 1.0 Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. Any modification of the Agreement or additional obligation(s) assumed by either party in connection with this Agreement shall be binding only if evidenced in writing and signed by each party or an authorized representative of each party. 22.0 Notices Any notices provided for or concerning this Agreement shall be in writing and be deemed sufficiently given when personally delivered, or when sent by certified or registered mail, or some type of express mail service, if sent to the Representative at the respective address of each party as set forth at the beginning of this Agreement. 15 CC ITEM #16 23.0 Remedies Cumulative Except as otherwise expressly provided herein, all rights and remedies of either party hereunder are cumulative and are in addition to, and shall not be deemed to exclude any other ri& or remedy allowed by law except as otherwise expressly provided. All rights and remedies may be exercised concurrently. Further, the waiver of, or failure to exercise, one right or remedy does not bar the use of others. 24.0 Further Assurances Each party shall execute such firther and other documents and instruments and do such further and other acts as may be necessary to implement and carry out the intent of this Agreement. 25.0 No Partnership It is understood and agreed that the relationship of Contractor to Owner shall be that of an independent contractor. Nothing contained herein or inferable herefrom shall be deemed or construed to (1) make Contractor the agent, servant, or employee of the Owner, or(2) create any partnership,joint venture, or other association between Owner and Contractor. Any direction or instruction by Owner in respect of the Work shall relate to the results of Owner desires to obtain from the Work, and shall in no way affect Contractor's independent contractor status as described herein. This AGREEMENT shall be binding on all parties hereto and their respective heirs, executors, administrators, successors and assigns. 17 CC ITEM #16 In witness whereof, the parties hereto have executed or caused to be executed by their duly authorized officials,this AGREEMENT in the year and day first above written. The Grapevine Convention& Visitors Bureau ATTEST: (Owner) Paul McCallum Executive Director Museum Arts, Inc. ATTEST: (Contractor) Phillip R. Paramore President 18 CC ITEM #16 Schedule 2 PAYMENT SCHEDULE Down Payment for Fabrication March 20, 2013 $ 45,000 Four (4) Monthly Fabrication Payments $ 160,000 April 15, 2013 $ 40,000 May 15, 2013 $ 40,000 June 15, 2013 $ 40,000 July 15, 2013 $ 40,000 Payment Upon Completion and Final Acceptance: $ 20,000 TOTAIL SPECIFICATIONS AND FABRICATION BUDGET S225,000 19