HomeMy WebLinkAboutContract 55247 SC No. 55247
FORT WORTH,
ADDENDUM TO SERVICE AGREEMENT
THIS ADDENDUM TO SERVICE AGREEMENT("Addendum")is made and entered into by
and between the CITY OF FORT WORTH ("City"), a home-rule municipal corporation of the State
of Texas, acting by and through its duly authorized representative, and ENTOS DESIGN, INC., a
Texas Corporation("Contractor"),acting by and through its duly authorized representative.
WHEREAS the City has purchased property commonly known as "100 Energy Way Plaza"
located at 100 Energy Way,Fort Worth, TX 76102(the "Property") from Hertz Fort Worth Energy Way,
LP(the"Seller"); and
WHEREAS, Seller and Contractor are currently parties to an agreement for the provision of
architecture and design at the Property on a month-to-month basis (the "Service Agreement") which is
attached hereto as Exhibit A; and
WHEREAS Seller has agreed to assign and City has agreed to assume certain contracts,including
the Service Agreement,relating to the operation of the Property; and
WHEREAS, Contractor consents to the assignment of the Service Agreement to City and
Contractor agrees to the terms and conditions of this Addendum.
NOW, THEREFORE, in consideration of the covenants and agreements contained in this
Addendum, City and Contractor hereby agree as follows:
The Addendum to Service Agreement documents shall include the following:
1. This Addendum; and
2. Exhibit A—The Service Agreement(collectively,the"Agreement").
Notwithstanding any language to the contrary in the attached Service Agreement, City and
Contractor hereby stipulate by evidence of execution of this Addendum by a representative of each party
duly authorized to bind the parties hereto,that the parties hereby agree that the provisions in this Addendum
shall be applicable to the Service Agreement as follows:
1. Addendum Controlling. If any provisions of the attached Service Agreement conflict
with the terms herein, are prohibited by applicable law, or conflict with any applicable rule,
regulation or ordinance of City,the terms in this Addendum shall control.
2. References. City and Contractor agree that any references to the Owner in the Service
Agreement shall be construed to mean the City of Fort Worth and that all rights, benefits, duties and
obligations of Owner shall inure to the City as if the Service Agreement were originally executed between
City and Contractor, except to the extent modified by this Addendum. City and Contractor also agree that
all rights,benefits,duties,and obligations of Contractor in the Service Agreement shall inure to Contractor
OFFICIAL RECORD
Addendum to Service Agreement CITY SECRETARY
FT. WORTH, TX
City Secretary Contract No.
as if the Service Agreement were originally executed between City and Contractor, except to the extent
modified by this Addendum. Section 210) of the Service Agreement is hereby deleted and shall have no
force or effect.
3. Term. The Agreement shall become effective upon the signing of the Agreement (the
"Effective Date") and shall expire 30 days after the Effective Date (the "Expiration Date"), unless
terminated earlier in accordance with the provisions of this Agreement. The Agreement shall renew
automatically under the same terms and conditions for successive 30-day periods,each a"Renewal Term,"
unless City or Contractor provides the other party with notice of non-renewal at least 30 days before the
expiration of a Renewal Term or unless terminated as provided herein.
4. Compensation. City shall pay Contractor in accordance with the fee schedule or pricing
included in the Service Agreement and in accordance with the provisions of this Agreement. In no event
shall the total payment made under this Agreement by City to Contractor exceed the amount of Fifty
Thousand Dollars ($50,000.00)per year. Contractor shall not perform any additional services or bill for
expenses incurred for City not specified by this Agreement unless City requests and approves in writing the
additional costs for such services. City shall not be liable for any additional expenses of Contractor not
specified by this Agreement unless City first approves such expenses in writing.
5. Termination.
a. Convenience. Either City or Contractor may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten(10) calendar days after receipt of
notice from the non-breaching party,or other time frame as agreed to by the parties.If the breaching
party fails to cure the breach within the stated period of time, the non-breaching party may, in its
sole discretion, and without prejudice to any other right under the Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
City in any fiscal period for any payments due hereunder, City will notify Contractor of such
occurrence and the Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is terminated
prior to the Expiration Date, City shall pay Contractor for services actually rendered up to the
effective date of termination and Contractor shall continue to provide City with services requested
by City and in accordance with the Agreement up to the effective date of termination. Upon
termination of the Agreement for any reason, Contractor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement.In the event Contractor
has received access to City information or data as a requirement to perform services hereunder,
Contractor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
6. Attorneys'Fees,Penalties,and Liquidated Damages. To the extent the attached Service
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or
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City Secretary Contract No.
liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from
the Service Agreement and shall have no force or effect.
7. Law and Venue.The Agreement and the rights and obligations of the parties hereto shall
be governed by,and construed in accordance with the laws of the United States and state of Texas,exclusive
of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of
competent jurisdiction in Tarrant County, Texas. To the extent the Service Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County,City objects to such terms and any
such terms are hereby deleted from the Service Agreement and shall have no force or effect.
8. Sovereign Immunity.Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Service Agreement requires City to waive its rights or immunities as a government entity;
such provisions are hereby deleted and shall have no force or effect.
9. Liability and Indemnification. To the extent the Service Agreement requires City to
indemnify or hold Contractor or any third party harmless from damages of any kind or character, City
objects to these terms and any such terms are hereby deleted from the Service Agreement and shall have
no force or effect.
1. LIABILITY-CONTRACTOR WILL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR
PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS, OFANY
KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
2. GENERAL INDEMNIFICATION - CONTRACTOR HEREBY
COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND
CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND
AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY
DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR
MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
3. INTELLECTUAL PROPERTY INDEMNIFICATION —
Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or
action against City for infringement of any patent, copyright, trade mark, trade
secret, or similar property right arising from City's use of the software and/or
documentation in accordance with this Agreement, it being understood that this
agreement to defend, settle or pay will not apply if City modifies or misuses the
software and/or documentation. So long as Contractor bears the cost and expense of
payment for claims or actions against City pursuant to this section, Contractor will
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City Secretary Contract No.
have the right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City's interest, and City agrees to
cooperate with Contractor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action
brought against City for infringement arising under this Agreement, City will have
the sole right to conduct the defense of any such claim or action and all negotiations
for its settlement or compromise and to settle or compromise any such claim;
however, Contractor will fully participate and cooperate with City in defense of such
claim or action.City agrees to give Contractor timely written notice of any such claim
or action,with copies of all papers City may receive relating thereto.Notwithstanding
the foregoing, City's assumption of payment of costs or expenses will not eliminate
Contractor's duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined
or restrained or, if as a result of a settlement or compromise, such use is materially
adversely restricted, Contractor will, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the software and/or
documentation; or (b) modify the software and/or documentation to make it non-
infringing, provided that such modification does not materially adversely affect
City's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally
equivalent non-infringing software and/or documentation at no additional charge to
City; or(d)if none of the foregoing alternatives is reasonably available to Contractor
terminate this Agreement, and refund all amounts paid to Contractor by City,
subsequent to which termination City may seek any and all remedies available to City
under law.
4. ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby
release,indemnify,reimburse,defend and hold harmless the City of Fort Worth from
and against any and all environmental damages and the violation of any and all
environmental requirements resulting from the cleaning, handling, collection,
transportation,storage and disposal of hazardous waste by contractor resulting in an
act of omission of environmental violation. Environmental Damages shall mean all
claims, judgments, damages, losses, penalties, fines, liabilities (including strict
liability),encumbrances,liens,costs,and expenses of investigation and defense of any
claim, whether or not such claim is ultimately defeated, and of any good faith
settlement or judgment,of whatever kind or nature,contingent or otherwise,matured
or unmatured, foreseeable or unforeseeable, including without limitation reasonable
attorney's fees and disbursements and consultant's fees, any of which are incurred as
a result of handling,collection,transportation,storage,disposal,treatment,recovery,
and/or reuse of waste pursuant to this contract, or the existence of a violation of
environmental requirements pertaining to, and including without limitation:
Damages for personal injury and death, or injury to property or natural resources;
Fees incurred for the services of attorneys, consultants, contractors, experts,
laboratories and all other costs in connection with the investigation or remediation of
Addendum to Service Agreement Page 4 of 9
City Secretary Contract No.
such wastes or violation of environmental requirements including, but not limited to,
the preparation of any feasibility studies or reports of the performance of any
cleanup, remediation, removal, response, abatement, containment, closure,
restoration or monitoring work required by any federal, state or local governmental
agency or political subdivision, or otherwise expended in connection with the
existence of such wastes or violations of environmental requirements, and including
without limitation any attorney's fees, costs and expenses incurred in enforcing this
contract or collecting any sums due hereunder; and liability to any third person or
governmental agency to indemnify such person or agency for costs expended in
connection with the services provided under this agreement.
10. Confidential Information. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. To the extent the Service Agreement requires that City maintain records in violation of
the Texas Public Information Act, City hereby objects to such provisions and such provisions are hereby
deleted from the Agreement and shall have no force or effect.In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Contractor. It will be the responsibility of
Contractor to submit reasons objecting to disclosure of the information. A determination on whether such
reasons are sufficient will not be decided by City,but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
11. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement
is for less than $100,000,this section does not apply. Contractor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, the City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company that it:
(1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms
"boycott Israel" and "company" has the meanings ascribed to those terms in Section 2271 of the Texas
Government Code. By signing this Agreement, Contractor certifies that Contractor's signature
provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not
boycott Israel during the term of the Agreement.
12. Immigration Nationality Act. Contractor will verify the identity and employment
eligibility of its employees who perform work under this Agreement,including completing the Employment
Eligibility Verification Form(I-9). Upon request by City, Contractor will provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Contractor will adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Contractor employee who is not legally eligible
to perform such services. CONTRACTOR WILL INDEMNIFY CITY AND HOLD CITY
HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF
THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS, OR LICENSEES. City,upon written notice to Contractor,will have
the right to immediately terminate this Agreement for violations of this provision by Contractor.
13. Right to Audit. Contractor agrees that City shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly pertinent
books, documents, papers and records of Contractor involving transactions relating to the Agreement.
Contractor agrees that City shall have access during normal working hours to all necessary Contractor
facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance
with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits.
Addendum to Service Agreement Page 5 of 9
City Secretary Contract No.
14. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions
(e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via
software such as Adobe Sign.
15. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
16. Force Majeure. City and Contractor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement,but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems;restraints or prohibitions by any court,board,department,commission,or agency
of the United States or of any States;civil disturbances;other national or regional emergencies;or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected(collectively, "Force Majeure Event"). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party's performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event,with the reasonableness of such notice to be determined by the City in its sole discretion.The notice
required by this section must be addressed and delivered in accordance with Section 19 of this Agreement.
17. Non-Discrimination Covenant. Contractor, for itself, its personal representatives,
assigns, contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees
that in the performance of Contractor's duties and obligations hereunder, it will not discriminate in the
treatment or employment of any individual or group of individuals on any basis prohibited by law.IF ANY
CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION
COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS,
CONTRACTORS, SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, CONTRACTOR
AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND
HOLD CITY HARMLESS FROM SUCH CLAIM.
18. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Contractor.
Each party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
19. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or(3)received by the other party by United States Mail,registered,return receipt requested,
addressed as follows:
Addendum to Service Agreement Page 6 of 9
City Secretary Contract No.
To CITY: To CONTRACTOR:
City of Fort Worth
Attn: Assistant City Manager Entos Design, Inc.
200 Texas Street 5400 LBJ Freeway Suite 125
Fort Worth,TX 76102-6314 Dallas, TX 75240
Facsimile: (817)392-8654 Phone: (972) 770-2222
With copy to Fort Worth City Attorney's Office at
same address
(signature page follows)
Addendum to Service Agreement Page 7 of 9
City Secretary Contract No.
Executed this the day of ,2021.
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By Jesus J.Chapa(Jan 26,202108:14CST) performance and reporting requirements.
Name: Jesus J. Chapa
Title: Deputy City Manager
Date: By: Alan H.Shuror(Jan 25,202116:14 CST)
Name: Alan Shuror
Approval Recommended: Title:Sr.Administrative Services Manager
Approved as to Form and Legality:
Sfave-Coo,&
By: Steve Cooke(Jan 25,202116:18 CST)
Name: Steve Cooke
Title: Property Management Director By: �
o49vnn�
paa FORT�aa Name: Matthew A.Murray
�� i0000000000k Title: Assistant City Attorney
Attest: ,� 000
o do 0°�•1C
000 o=� Contract Authorization:
�U � M&C: Not required
0000000 a
By: aa�-*Xx-4pb Ordinance No. 24161-04-2020
Name: Mary Kayser
Title: City Secretary
CONTRACTOR:
ENTOS DESIGN,INC.
By: P"q '
Name:
Title:
Date:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Addendum to Service Agreement Page 8 of 9
City Secretary Contract No.
EXHIBIT A-SERVICE AGREEMENT
Addendum to Service Agreement Page 9 of 9
SERVICE AGREEMENT
TMS,AGREEMENT("AgreamenY')is made on the Date and effective as of the Ell6ective Date by and between Oww and Contrac-
tor(tub,a"Party"or collectively,the"Pubes").Owner hires Contractor to provide and Contractor agrees to provide the Services
for the Property. For and in consideration of the mutual agreements of the Parties and other good and valuable consideration,the re-
ceiptand sufficiency of which are haft acknowledged,the Parties,intending to be legally bound,agree as follows:
L Definidons.
Unless the context otherwise indicates,the following words or phrases have the respective meanings:
DATE: 4/18/19 EFFECTIVE 4/22119
DATE:
OWNER: Haft Fort Worth Eaagy Way,12 CONTRACTOR: Entos Designs
ADDRESS: 100 Energy Way ADDRZM* 3400 IM Freeway Suite 125
Fort Worth,TX 76102 Dallas,Texas 73240
CONTACT: Name-Shantella Dahl CONTACT: Names Suzanne Brasuell
Address: 100 Energy Way,Suite 100 Address:same as above
Fort Worth,TX 76102 Phone: 972-770-2222
Phone: 817-U&3100 Fax: N t04
Fax: NIA Email: mmonettc q tosdcaign.com
Email: sdahl@h=tzg oup.com
TERM: EXHIBITS: A-Scope&Schedule of Work
(chi one) A- Compensation
4/27l19 A-General Conditions
Begin Data
4/21120
Fad Dam (month to month)
COMPENSATION: See Exhibit A PROPERTY: Name: Hertz Fort worth Bnaergy Way,LP
(Bedding Name) Address(es): 100 Energy Way
Fort Worth,TX 76102
SERVICES: 13 Seearrtty 13 Janiborid O Landscape 13 Parldng/Garage 0Wisdow Cleaning
Sec,Exhibit A MaftiL Manag.
13 Snowfice D Ue fesrmRental Other.TenaatDevelopment
Reinoval
2. Terser. 4. Schedule of Service.
Uatess terminated,this Agreement shall commence on the Begin Contrador agmes to perform the Work as indicated under
Date,continue for the Term,and will automatically be adended "Schedule of Wort"on Exhibit A(the"Schedule?')
for micceadve 30-day periods after the End Dade. S. Compmadon.
3. Scope of Work. Owner agrees to pay Contractor compensation for the Work as
During the Term,Contractor agrees to perform the Services and indicated on Exhibit A(the"Compendadon').
supply those goods and materials("Goods")as indicated under
"Scope of Work" on Exhibit A and pursuant to the General 6' Personnel and Contractor Employers.
Conditions, if any, attached as Exhibit A (collectively the (a) Cesitraexor agrees to provide adequate persassiel to cause
"Work") in a safe, professional, and competent manner. If the c ou pletiou of all Work in accordance with the Schedule. All
Goods are supplied as part of the Work,the floods shall be new such pasonnd shall be employees,subcontractor or independ-
and unused and shall be suitable for the purposes intended. ant cantrscum of the Contractor and, in this Agreemrettt, are
referred to collectively as "Peraoaner and individually as a
"Contra ctor Bmptoyee".
1
(b) All Personnel shall be trained and supervised by Con- (b) Contractor shall obtain and ahall maintain,at its sole coat
tractor in accordance with accepted industry practices,shall have and expense,at all times during the Tenn, all lieenses,permits,
all required licenses and shall adhere to the reasonable rules and and other authorizations from governmental authorities or
regulations as established from time to time by Owner for the boards,necessary to enable it to perform the W nuke
conduct of independent contractors on the Property. Contractor (c) Contractor will diligently safeguard the health and well-
shall provide at all times competent,adequate,and knOwledgea- of all on or about the
ble supervision of all Work at the Pro and all being P�� is and Property,including without
� l�Y limitation all liceiaces,tenants,guests and invitees of Owner in
Personnel performing or supplying the Work shall be competent, the performance or supplying of the Work. Contactor will
adequate and lanowledgeable In the performance or supplying promptly remove all materials and/or equipment and Tools used
of the Work,neither Contractor nor any Personnel shall interfere or arpended in the
with the operations of Owner on or with respect to the Property. performance the Work
supplying
promptly upon the comppletioidio ann thaeaf,or if applicable
le upon the
(c) Contractor shall provide all hand tools, specialty tools, completion of the portion of the Work that will be performed or
and equipment (herein dter called the"Tools') for performance supplied at any particular time. During performance or supply-
or supplying of the Work. ing of the Work,Contractor shall take all necessary steps to se-
(d) The Parties agree that Owner shall not have the tight to cmro the equipment,materials,and Tools um d in connection with
supervise, terminate or otherwise discap1me any of the Person- the Work to pnwent interference with respect to access to and
nel. However,Owner shall have the right to require or ask any use of the Property or the creation of any dangerous conditions
Contractor Employee to leave the Property or cease a particular fO 832Y other persons using the Property.
activity if Owner believes that such Contractor Employee is act- (d) Contractor will ensure that the Personnel will neither
ing or failing to act in a manner that might cause danger to life carry weapons of any type nor be under the influence of intmd-
or property or is otherwise engaging in conduct that may be un- cants or controlled substances on or about the Properly.
lawful or inconsistent with the character and nature of the Prop- S. Insnraace and Fidelity Hands.
crty. Contractor further agrees that Owner shall have the right, (a) Owner may, upon written notice thereof, require Con-
within 2 days of the Ef%cdvc Date of Notice to the Ceatrador,
g tor,the Term,a fidelity or surety bond in the minimum amount
to require Chad soy Contractor Employee not be permitted to en- inat its sole cost and expense,to provide and maintain dur-
ter upon the Property in connection with the performance or
supplying of the Work off the T$1,�,�, on forms and with bonding companies acceptable
to Owner, under which the bonding company agrees to ram-
(e) Contractor agrees to adhere to Owner's Code of Busi- brace Owner for any loss, damage or expense which either of
ness Conduct and Ethics,if any. such parties may suffer or sustain due to the Mod, dishonesty,
(f) Contractor shall use reasonably diligent efforts to verify forgery, then, larceny, embezzlement, wrongful conversion or
that any Contractor Employee who has access to the Property in abstraction,misapplication, misappropriation or any other dis-
the performance of the Work does not have any record of crimi- honest or criminal act or omission of Contractor or Corrtractoes
nal convictions,other then minortratflc violations. No Contme- employees or agents. Contractor shall submit such bond to
tar Employee that has any such record shall be admitted to the Owner for approval(if such a bond is required hereunder)prior
Property to perform any of the Work without the prior written to the commencement of any Work hereunder.
consent of Owner. Owner reserves the right to indgxmdaatly (b) Contractor and all Personnel who or which are subcon-
verify the background of any such individuals and to require tractors or independent contractors of the Contractor shall,until
Contractor to replace(or require any such Personnel to replace) completion of the Work,procure and maintain at its or their ex-
any Contractor Employee that does not meet the standards set pcow, the following insurance coverages with a company or
forth in this Agreement. companies acceptable to Owner that are authorized to do busi-
(g) Contractor shall not,and Contractor shall require that all new in the jurisdiction in which the Property is located in the
Personnel shall not,disclose any information regarding the oiler- following minimum amounts:
ation of the Property,the Owner's operations therein,the opera- (1) Statutory benefits and lim-
tions of any occupant of the Property or the operations of Owner its which shall fully comply with all State and Federal require-
to which Contractor or such Personnel have access through peer- meats applying to this iasttranee; which shall include Broad
formance of the Work hereunder,and which a reasonable person Form all states and voluntary compensation endorsements.
would consider to be cm&dmdW or proprietary, to any third ,
parties or use such information for any purposes other than the (2) Emplorrr s I$1,000. Limits of not less than
performance of Work hereunder,except to the extent that Con- policy limit
per accident,51,000,000 per disease and S1,0110,000
tractor or such Personnel reasonably believer that it is required policy limit en disease.
to do so according to applicable law and promptly notiffes Own- (3) QRMRMhMjM 9MkCW Lbbilify. (Including 1ar-
er, sonal injury,owner's and contractor's protective liability,explo-
7. Compliance whin Laws;LieemsEre;Satiety. sion, collapse and underground damage liability endorsement
(commonly called X,C and U hazard),products,completed op-
(a) All of the Work shall be performed in accordance with ersdons, blanket contractual and broad form property damage
all applicable Federal, State and local laws, codes, regulations coverage, providing primary (and not contributing) coverage,
and ordirmum including, but not limited to this Fair Labor and containing cross-liability and aevaability of interest clauses)
S Act, the State and Federal Optional Safety and
Health Acts, and any and all Environmental Laws. All Work Iamit oiLiability
shall red or exceed local industry standards and practices. Bodily j!»C S3,000,000 each occurrence
2
$3,000,000 in the aggregate Laws(as defined below). If any claim, action or proceeding is
Froyaty Dama>;e S3,000,000 each occurrence broughtagainst Owner by reason of any Claims,Contractor up-
S3,000,000 in the aggregate on written demand fom Owner shall defend the same of Con-
tractm s expense by counsel reasonably satidlncmry to Owner.
(4) (Including le.Hasardaus Mskdals.
coverage for hired and non-awned automobiles; providing pri.
mary (and act contributing) coverage, and containing cross- Contractor shall aterials to Owner, is advancerss of delivery he
liability and scverability of interest clauses) t��Materials incorporated in or associated with the
t clauses)
ility Work provided finder and shall, in any event,use and dis-
pose of all such Hazardous Materials utilized,bmwportvd, gen-
Bodt7v lidwy $1,000,000 each person crated or released in connection with the Work, in accordance
$1,000,000 each occurrence with all Envirormaental Laws and any other applicable laws,
$1,000,000 each occurrence des and fegutidons. Prior to,and in connection with the deliv-
ery of any Hazardous Materials to the Property, the Caatractor
(c) Contractors performing construction work, must also shall complete and deliver to Owner,in accordance with appli-
provide 'all risk" builders risk property insurance for the full cable laws, rules and regulations, a material safety dens sheet
rcplacement cost of the Work on a completed value basis, nam. with rrspe+d to such Hazardous MatWWL "H&n rdous Materi-
ing Owner as a loss payee,as its interest may appear,providing als" shall mean any substance which is controlled,regulated or
pdmwy(and not contributing)coverage,sad including a waiver prohubited under any Environments! Law. 'EnvirommexrW
of all rights of subrogation against Owner. Law(s)"shall mean any local,State and Federal law relating to
(d) Contractor shall furnish to Owner, before commencing the envimament and environmental conditions.
my Work,nand annually if applicable,one or more certificates of ll.praperty of tine Contractor.
insurance indicating(1)the types and amounts of insmanee re-
quired under this Agreement, (2) the insurance company or All pmor m of any ' owned,hired, b supplied at the t..on-
companies carrying said coverages,(3)the effective and wtpira- truster or any Personnel,duel, not intended to be incorporated into or
flan data of the policies,(4)that Owner,any mmaging agent of made a part of the Work shall be maintained whether off�ite or
'Owner and their respective corporate affiliates are named as ad- such
at the sole risk of Contractor or such Pcasanasl and no
or its
ditionad inamds,(5)that 60 days' ad agent of Owner responsible is any manner for written notice will be such pally a have the right look to or bold Owner any
given to Owner of any mater change in or cancellation of a ialmana
policy and(6)that each carrier of any such imiumc a waives any
right of subrogation that it may have against Owner with respect 12,Independen#Contractor.
to WW loss covered by such insurance irr1VSpccGve of the negli- (a) Comractor shall for all purposes under this Agreement
gme or willful misconduct of Owner,any managing agent of be an independent contractor of the Owner and not an agent or
Owner or any of their tenn"14 contrackm employees, guests, employeiv of cithar the Owncr or any managing agent of Owner
inviteee or agents. and nothing in this Agreement shall be construed as crea0ng any
9. hwkE ky. other relationship between the Parties including,but net limited
C baator shall defend, indemnify, and hold Owner, and its to,a pastncrship,an agency relationship,or a joint venture. Nei-
direactars, officers, employees, agenns, contractors (other than ther Contractor nor Contractor's Personnel shall be deemed for
Course W).invitees,cxtnassionairra and licensees(collectively Any purpose to be employees or agents of Owner or any manag-
"Owner's Agents')harmless from and against any and all lie- ing agent of owner.
brilit'y, loss, claims, demands, damages or expenses, including (b) No Contractor Employee shall be entitled as a result of
attorneys'fees,whether for personal irgury,theft,property dam- this Agreement to any of the benefits under any employee bens
age or otherwise(collectively"CWm o arising from Contrac- fit plan Owner or my managing agent of Owner presently has in
toes or Cartracxor's directors,officers,employees, agents.con- effect or may putt into a red in the future. Cemtiacto I or its Per-
bactors, invitees, concessionaires and licensees (collectively aoaanl, as the cane may be, shall be solely respomble for the
"Cenhu t es Agemts')pafasmence or non-performance of the payment of any salaries, wages,benefits,and other compeese-
Work or from my sect or omission(whether negligent or inten- tion or paymanb due to any person or entity in connection with
clonal)by Contractor or Contractor's Agents in or about the Pro- the Wark(other than the payment of the Compensation),with-
ject, and shall norther defend, k donnnify mad hold Owner and holding or payment of all applicable Federal, State and local
Owner's Agents harmless from and against my and all Claims pemonal income taxes, social security taxes, and other payroll
arising fi m any breach or defhialt in the performance of any taxes with respect to the employees of Contractor or its Person-
obligation on Contractor's or Contractor's Agents' part to be eel,as well as any taxes or contributions imposed by applicable
performed hereunder.or to the extent caused by the negligatu Federal or State unemployment or worrkees compensation act(s).
or willful misconduct of Contractor or Contractor's Agents. The Contractor and its Personnel reapecdvely have the sole authority
hiaubftity of the Contractor under the foregoing indemnity shall and responsibility to hire, fire, and otherwise control their re-
Wend to and include any testing, response, and rernediatfon spective employem
onsts incurred by Owner or any managing agent of Owner in D.Pub eit;UseofNlarlcs.
connection with a release,disclurp or man of Hazardous Canhwtor shall not identify, either expressly or by itmpliewica,
Materials(w defined below)on,within or In the vicinity of,the Owner,my Ong agent of Owner or any of their respective
Prop"by the Contractor or any Personnel in violation of the omporme aiiliew or use any of their tr>ademaft trade notes,
terms of this Agreement or in violation of any linvimAmnemtal
3
service marks, other proprietary marks, or the Work performed 1&hWecdDn.
hereunder in any advertising,press releases,publicity matters or Contractor acknowledges that Contractor has inspected the
other promotional materials without the prior written consont of ply and is not aware of any conditions which could ad-
Owner mWor any managing agent of Owner. verscly affect its ability to perform the Work in accordance with
14.1dentMcndon Credentials. this Agreement and accepts the Property in its present condition.
Owner, at its sole discretion, may require Contractor and any 19.Default.
Personnel to cdaubit identification Vials to gain am= to In the event that the Contractor fade to perform any of its obliga-
the Properly. Contractor shall cause all of such parties to return Lions under this Agreement and such failure continues for 10
all identification credentials to Owner upon the sooner of(a)the days after the Effective Date of Notice from the Owner describ-
urminatiaEon of such party or its employer with respect to the ing such failure, then, in addition to air other rights that the
Work, (b)the End Date,or(c) the date of termination Of dig Owner may have heramder to terminate this Agreement,Owner
Ate. shall have the right to pursue any remedies available at law or in
15.1406ML equity against the Contractor for such failure.
Ail nobees. required or permitted under this Agreement shall 20.Terml uden of Agtoment;
be in writing and shall be delivered personally,by recognized (a) This Agreement may be termnndW with respect to all or
ovctnight courier service,or by certified mail,return receipt re- a portion of the Property upon 30 days' written notice from
quested to the Parties' addresses. Either Party may notify the Owner to the Contractor at any time without any cause whatso-
other in writing of a change of address for the purpose of this sever,including,without limitation,Owner's transfer of its ovsn-
Section, which change of address shall be effective on the I& as*interest in any or all of the Property.
day after the Motive Date of Notice. The term "E fecdve
Date of Notice shall mean and refer to (1) in the;rest of per- (b) In addition, Owner may termitra#e this Agreement,as it
sons delivery,the date that a notice is actually delivered to the ° to any or all of the Property,effective immediately upon
respective Party's address, (2) in the case of overnight courier giving written notice to Contractor that the(1)Contractor failed
service, 1 business day after the notice is deposited with such to timely and/or hilly perform or supply the Work far any roo-
service for delivery no such following business day, and(3)in son,including,but not limited to labor disputes;(2)the Property
the case of certified mail, the first date of attempted delivery, auffend damage as a result of fare or other casualty;(3)Contrac-
redltsal or roe ction. fora employees or their allies pickled any property including
iti.Asaaeat. any Property owned andlor managed by Owner or any of its af-
filiates resulting in the disruption in operation of said Property or
(a) This Aft, any portion of the Work or the Com- inconvenience to the tenants or occupants thereoP,(4)Contractor
pperation shall not be assignable by Contractor without Owner's is in defhuit of this Agreement beyond any applicable notice and
prior written consent. cure provisions;or(5)Owner has transferred or will transfer its
(b) Without its consent but upon written notice to Coat<ae- interest in the Property. Upon termination of the Agmement and
tar,Owner may assign this Agreement to the transferee of Own- robled to Subsection 21(i), neither party shall have any obliga-
er's interest in any or all of the Property ("Tnnrderee"), in tion to the other beyond the effective date of the termination.
which casq at Owner's election, Contractor shall enter into an (c) In the event this Agreement is terminated with respect to
gpro meat with the Trarsfam upon the acme trams and Bondi- a portio%but not all,of the Property, the definition of Property
lions as stated in&a Agreement,except that if Property includes and Scope of services and Compensation set forth in IxhM A
mere than one Building,the definition of Property Scope of Ser~ ehaII be revised to remove the terminated Property and refer-
vices and Compensation act froth in lei A shall be revised a nces to the terminated Property in this Agreement shall be of no
to include only those Buildings in which Owner transferred an further force or affect ohm the effective date of such termina-
intmW to the Trauaferm If the Closing Data does not coincide tion.
with the billing period established in t1Lib3t A for the trans- (d) If the termination of this Agreement is in connection
frsred property, them Contractor shall prorate any changes for with Owner's transfer of an interest in the Property,theta provid-
such month. 1n the event of any each transfix,Owner shall,with ed that Owner has given Contractor written notice of such termi-
respect to each Property transferred,be automatically freed aril nation,Owner may specify that the effective date of termiwdon
relieved of all liability with respect to its perfommm under this "not be a specified date,but shall be the dais of the closing
Agree nent which may&come from an after the effective date of of such transfer of Owner's interest(the'Closia4 Den"),sub-
such transfin• ject to Owner's obligation to promptly notify Contractor of such
17.Uen Calms. closing when the same occurs
Contractor shall not cr or permit to remain against the 21.01her.
Property any lien, encumbrance, or other like charge, either by (a) Thu Agra ztent shall be construed and interpricted under
action or inactimn of Comraeor or any Pe wwlol. Contractor the laws of the state in which the Property is located and venue
shall sign,eacexute and dediver,or cause to be sighed,esecuted shall lie in the County in which thei Property is located. The
and drivered, such partial and Ernst liear waivers with rexpeot to titles of sdxions and subsections hemp have been.inserted as a
the Work as Owner ahall ftm time to time require. Contactor matter of convenience of refs moo only and shall not control or
shall,at its own vtpeaao,within 10 days of written notice from affect the meaning or construction of any of the terms or pmvi-
Owner,cause any liens or other encumbrances placed against the sions of this Agreement. All ref motes to the singular shall in-
Property or any interest therein,arising out of the Work,to be elude the plural,and vice vers&
removed of record or otherwise bonded off
4
(b) Except as otherwise expressly provided herein,all rights, (i) The agreements of the Contractor ad forth in Section
powers, and privileges conferred hereunder upon the Parties 6(c), 6(dJ 9, 11, 13, 14, and 17 shall survive the expiration or
shall be cumulative and in addition to those other rights,powers, early termination of the Term
and remedies hereunder and those available at law or in equity. 0) No parties other than Owner and Contractor shall be en-
All such rigbts, powers, and remedies may be exercised sepa- titled to rely on any party's performance hereunder or to enforce
rately or at once, and no exercise of any right,power,or remedy the terms and provisions hereof.
shall be construed to be an election of remedies or shall preclude
the lhture exercise of any or all other d&s,powers,and reme- �e If either Party brings suit against the right of the other to
dies granted hereunder a available at law or in equity,except as recover any soma due undo this Agreement, for say branch of
expm�stFL any Provision of this Agreement,or for any other relief under it,
yprovided in this A
then all costs and expenses of the same, including reasonable
(c) Neither the failure of either Party to exercise any power attorneys'fees and costs,incurred by the prevailing Party in the
given such Party nor to insist upon stricteomplianee by the other suit shall be paid by the other Party.
Party with its obligations under this Agreement,nor any custom
or practice of the Parties at variance with the terms of this � Owner and Contractor each hereby waive their rrspec-
shall constitute a waiver of either Party'a right to ti`'e rights to trial by jury of any cause of action,claims,counter-
Agreementhear-
demand exact compliance with the terms of this Agreement. claim,or ht by either nt in rrry action,Contraprocector,
ding, Consifflor actor
d This Agreement contains the entire of the Par- �b�'�by either Owner against Comractor, or Contractor
( ) �m against Owner,as to any matter whatsoever arising out of or in
ties with mspcct to the Property and with respect to the Work, any way connected with this Agreement, the relationship of
and no representations, inducements, promises, or agreements, Contractor and Owner, Contractor's use or occupancy of the
oral or otherwise,between the parties not embodied or incorpo- projw4 zW claim of injury or damage, or the enforcement of
rated in this Agreement by reference chat! be of any force or any remedy tender any law, statue, or regulation,emergency or
effect.The parties acknowledge that all prior agreements,repre- otherwise, now or hereafter in ef'ltd. However, Owner and
sentations and negotiations concerning the subject matter of this Contractor agree that this waiver shall not be etiective where the
Ageememl, or collateral to it, are deemed superseded by the legal effect of such waiver would be to invalidate in whole or in
execution of this Agreement to the extcVA they arc not incorpo- per,or to limit or impair in any manner any policy of insurance
rated in it and that this Agreement shall be deemed to be inte- in force for the benefit of Owner or Contractor or to limit or irn-
grated. The parties further acknowledge that if the tams of this pair any rights,remedies or coverage afforded thereunder.
Agroereeao t conflict with the terms of any exhrbita attached here- (m)OFAC Certification. Contractor represents that it is not
to,the taars of this Agreement shall apply. now and had nevn;r been listed or named as,nor has it ever acted
(e) This Agreement shall be binding upon and shall insure to directly or indirectly for or on behalf or any person, group or
the benefit of the Parties and their respective personal represent- sty or nation named in any Executive Order or by the United
stives,etrooeasors,and awns. States lWasary Department or any other state or federal agency
(f) No amendment to this Agreement shad be binding on a as a tamrh% or a "Special Designated National and Blocked
Party unless the amendment is in writing and is executed by the Person," or other banned or blocked perboa, en*, nation, or
Party against whom enboecemett of the amendment is sought. transaction ptrsuant to any law,order,rule,or regulation thud is
(g) Time is of the essence of this Agreement. cnfbrced or administered by the Office of Foreign Assets Con-
(h) This Agreement may be executed in several counter- trol("OFAC")or any other state or federal agency.
parts,each of which shall be deemed an original, and all such (n) The Exhibits attached to this Agreement are hwmponftd
counterparts together shall constitute one and the same imstrrr- in it. In the event of any inconsistency between such Exhibits
meat. and this Agreement,this Agreement shall control.
IN WITNESS WHEREOF,Owner and Contractor,have executed this Agreement under seal as of the day and year Seat above writ-
ten.
COMRAIL•rOR: OWNER
FN70S DESMN HERTZ PORT WORTH ENERGY WAY,LP
Name: Name:
Its: ;' f�sristr�n.t � t �"
s
EXHMT A
SCOPE&SCIMULZ OF WORK
6
EXHIBIT A
SCOPE&SCHEDULE OF WORK
ENTOS
design
PIER 1 IMPORTS BUILDING I TENANT DEVELOPMENT
March 14,2019
At Reyes
cAo Pier 1 Imports
100 Energy Way
Sine 100
Fort Worth,TX 76102
Re., TENANT DEVELOPMENT—Pier 1 Imports Building 100 Energy Way, Suits 100
Dear Mr. Reyes,
Please find attached our proposed space planning fees for the Pier 1 Imports Building at 100 Energy
Way, Fort Worth,TX.Please note that our fees are based on usable square feet.not rentable.
Also, I have proposed that preliminary plan revisions, pricing,etc.be billed hourly. If you want the
ability to anticipate our flees earlier in the process, we can establIsh fixed fees for these items.
Please do not hesitate to call me If you have any questions or need additional information.Thank
you very much for giving us this opportunity to provide you with this proposal.We are looking
forward to working with youl
Sincerely,
*a"
�d
Suzanne Brasuell
VP Business Development
° 0D LBJ FREEWAY SUITE 125 DALLAS,TEXAS 75240 P 972 770 2222 F 972 770 2242
www.entosdesign.com
EXHIBIT A
SCOPE&SCHEDULE OF WORK
ConRdential Test FH
Design SerAces Estimate 11M
Project No.:
Date: 03-05-2019 l4ourlY Rates Rate
To: At Reyes,Hertz Group Principal $180.00
Company: Hertz Investment Group Director $140.00
100 Engergy Way,Suite 100,Fort Worth TX Project Manager/Designer $125.00
Issued By: Marie Monette,Entos Design Production $98.00
LEED AP $150.00
ProMssbrsd services Fee Basis SF/Hours Rate Total
Fee based an assumption Neat a CAD database will be provided. Fee
doesn't include fleid survey at exis"condNk m
Preliminary Plan-Test Fit Unit 26763 0.13 $3.479.19
(Includes one minor revision)
Total of Professional Services $3,479.19
Retmbursobles de§veries,printing, travel $20.00
Grand Total 53,A99.19
Work wiA proceed upon approval of this estimate. Approved:
Please cat 9 you have questions. Date:
ENTOS Dealpn 1 5400 LBJ F►wmW Suite 1251 Ddas,Texes 75240
6
E7H[BIT A
SCOPE&SCHEDULE OF WORK
PIER 1 IMPORTS BUILDING I TENANT DEVELOPMENT
Mardi 14,2018
SCOPE OF SERVICES
Pier 1 Imports Building-Tenant Development
1, ASSUMPTIONS
A. MEP Engineering will not be required for all tenants.
B. CADD databases are avallable for our use In the production of this work.
C. Square footage fees are based on Mj@Wj square feet,not rentable square feel
2. OFFICE USE—BASIC SERVICES
A. Preliminary Plan(minimum$Mr $0.151SF
- Square footage calculation of space
- Square footage calculations to balance area or floor
Meetings Hourly
Ran Revisions Hourly
B. Pricing Information and Revisions(minimum$400� Hourly
Added fo p*Ik*xvy plan:TenantVecft p**W notes fo Include:
Vol iddata,electrical,security,etv locations
Calling and lighting Information,finish iocadors and allowances
Doors framing,hardware and glass notes
Demolition plan,if necessary
C. Construction Documents(minimum$1,250k $0.401SF
Schedules,lanard-specific notes and legends
Architectural floor plan with voice/dats and electrical locations
Reflected Gelling plan with lighting and switching
Building standard breakroom details and sections
Typical finish selections from b ullding-standard finishes
D. MEP Coordination: Hourly
S. Details&Elevations: Hourly
F. TAS Submittals: Hourly
G. Coordination with IECC Certified Consultant: Hourly
H. Meetings Hourly
3. ADDITIONAL DEEM SERVICES:EadmWes are avallaW won request prbrto proosedl rvL
A. BOMA Survey&Chart: Quoted per building
8. Retail and Medical Offices: Hourly 1 Fixed fee
C. Capital Improvement Design: Hourly/Fixed fee
D. Finish Boards: Fired fee per board
L Renderings-, Fixed Fee
F. Leasing Status Book Set-Up: Fixed fee
G. Leasing Slaters Book Updates: Hourly
H. Marketing Plans: Hourly
1. Architectural Surveys and As-Bunts: Hourly
J. Square Footage Calculations pro plen): Hourly
IL Stacking Plans: Hourly
L. Above WIlding-etandard design: Hourly
54nO La r FREEWAY SUITE 125 - DALLAS,TEXAS 75240 P 972 770 2222 F 972 770 2242
www entosdasign.com
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EXHIBIT A
SCOPE&SCHEDULE OF WORK
ENTOS
PIER 1 IMPORTS BUILDING I TENANT DEVELOPMENT
March 14.2019
ENTOS Design
STANDARD TERMS AND CONDITIONS
1. DEFR*TIONS:'Architect":ENTOS Design and Its consultants.`Tenant':Land"Client:
HERTZ INVESTMENT GROUP"Project":PIER 1 IMPORTS BUILDING as set forth In the Proposal.
"Scope of Servkea":the Bask:Services to be provided by Architect as set forth In the Proposal.
"Proposal`The Proposal to which these Standard Terms and Conditions are attached.'Master
Services Agrsemenr:The Proposal,the Standard Terms and Conditions,Addendum 1,and any
subsequent Addends or Amendments.
2. REIMBURSABLE EXPENSES:(charged at 1.10 x direct Invoice cost)
A. Reproduction,plotting and printing costs
B. Delivery fees
C. Out-of-town bevel expenses
D. Out-of-state licensing fees
E. Presentation materiels,photographs,samples,frames,etc.for
presentatlons
F. Expenses associated with filing of documents for Governmental review
Including TASIADA and Certified IECC consultants'review and Inspection fees
G. Mileage at the cunwd IRS prevailing rate
H. Other miscellaneous out-of-pocket expenses
3, ADDITIONAL SERVICES:Additional Services are all Services not covered In the Scope of Services,
which may include those set forth on Addendum 1.Architect will perform Additional Services agreed to
by the parties(except as provided below for delay costs)in writing,orally or by email.
Additional Services will be charged using the hourly rates,which are based on the work classifications
listed below.Billing will be In increments of one half hour.
ARCHITECTURAL RATES
Principal $180.00
Senior Project Manager $150.00
Senior Project Designer $126.00
Project Manager $125.00
Production Team $95.00
4. METHOD OF PAYMENT:
A. Architect will bill monthly for all Fees and Reimbursable Expenses.Riling will be around the
1st of the month and payment will be due 30 days from the invoice date.
B. Client agrees to pay all charges not in dispute within 30 days of Invoice date.
C. If Client falls to pay Architect In accordance with this Agreement,Architect may do any of the
folowtng:(I)Architect may temporarily suspend performance under this Agreement by written
notice to Client;(1)unless Architect receives payment In full within ten days of the date of
notice,Architect may permanently suspend performance without further notice;or(11)Architect
may terminate this Agreement by written notice to Client.
5400 L9J FREEWAY SUITE 125 DALIAS,TEXAS 75240 P 972 770 2222 F 972 770 2242
www.entosdesign.com
B
EXHIBIT A
SCOPE&SCHEDULE OF WORK
ENTOS
PIER 1 IMPORTS BUILDING I TENANT DEVELOPMENT
Man:h 14,2019
5. ARCHITECTS RIGHTS AND RESPONSIBILITIES:
A. Use of Documents.Architect Is the owner of all Instruments of service produced or developed
under this Agreement and shall retain all reserved rights Including copyrights.In the event of
termination with or without cause,Architect may provide Cllent with CAD flies,reproducible or
exact copies of any Items at Client's sole expense including Archtect's handling charges.
B. Instruments of Service.Architects status Is that of an Independent contractor,free of control or
supervision by Client,as to the means and manner of performing the services hereunder.
Client has contracted herein solely for the results of such services.Architect Will take
reasonable care and Impose procedural standards In developing the Instruments of ser Aoe
under this Agreement
C. Performance.In performing the Services,Architect will use that degree of reasonable care and
skill ordinariy exercised under similar circumstances by reputable members of its profession In
the same locality at the time the Services are provided.
D. Materials Delay.Architect shall not be held responsible for discontinuation of materiels or
products,delays In manufacturing or,shipment of products or the receipt thereof.
L. Opinions of Coat:Because the Architect does not control the cost of labor,materials,
equipment or services fumished by others,methods of determining prices,or competitive
bidding or market conditions,any opinions rendered as to coats,including but not Rmiled to
opinions as to the coats of construction and materials,shall be made on the basis of ft
experience and represent its judgment as an experienced and qualified professional,familiar
with the Industry.The Architect cannot and does not guarantee that proposels,bids or actual
costa Will not vary from Hs opinions of coat If the Client wishes greater assurance as to the
amount of any cost,it shall employ an Independent cost estimator.Architect's services
raqulred to bring costa within any limitation established by the Client will be paid for as
Additional Services.
B. CLIENTS RItiHTB AND RESPONSIBILITIES:
A. Client Review.Client shaft render,or obtain from Tenant, decisions in a timely manner on
documents provided by Architect to Client or Tenant.
B. Payment;No Assignment. No payments shall be withheld due 10 third party actions.Neither
Architect nor Client shall assign this Agreement,oT any rights or obligations hereurWer(including
payment obligations)without the written consent of the other.
C. Perepnnel.Client reserves the right to request Architect to change personnel on the Project
Architect reserves the right to change personnel on the Project,subject to Client's reasonable
approval.
D. Information.Client shall provide full and accurale Information regarding requirements for the
Project, Including Client's schedule, specifications from Clients vendors or consultants,
constraints and cifteria.
E. Claims.If any portion of Architect's work is defective,or B Architect falls to perform any portion
of Its work pursuant to the Scope of Services and these Terms and Conditions,Architect shall
correct such deficiency or remedy such failure, promptly after receiving written notice from
Client
5400 LEU FREEWAY SI rITE 125 DALLAS.TEXAS 75240 P 972 7702222 F 972 770 2242
www.enlosdasign.com
8
F.x1FIrrntT•
ENTOS
a - •
PIER 1 IMPORTS BUILDING i TENANT DEVELOPMENT
March 14,2019
F. Termination of Agreement.Client shall have the right at any time,and at its sole discretion,by
giving seven(7)days written notice to Architect,to terminate Architects Services or suspend
the Project for a length of time,and Architect shall be paid for all Services performed prior to the
date and hour of Archtted'a receipt of Clients notice("termination nollcs),plus any sums due
an account of Reimbursable Expenses incurred on Client's behalf.Client shall have the right to
require Architect to continue work In progress at Its discretion upon specific definition of the
balance of Services desired.
7. THIRD PARTIES:
A Archited's Review of Third Party Components. Architect shall have no responsibility for
components of the Project not designed by Architect,Including performance of any third party
(manufacturer,subcontractor or vendor).Architect's review of other consultants'instruments of
service is solely for consistency with Architect's design concept for the Project.
B. Compliance with Laws. Client advrowledges that the requirements of The Americans with
DlssbNtles Act(*ADA"), The Texas Accessibility Standards ("TAW), and other codes and
regulations will be subject to various and possibly contradictory interpretations. Architect,
therefore,will use its reasonable professional efforts and judgment to interpret and comply with
applicable ADAJTAS requirements and other federal, state and local laws, rules, codes,
ordlkwnc es and regulations as they apply to the Project.
C. Hazardous Materials.Architect shall have no responsibility for discovery,removal or exposure
of persons to hazardous or toxic materials in any form in the Clients premises or the building.
D. Use of Construdton Documents. Architect shall not be responsible for construction work
performed without the use of ful construction documents as described In the Scope of Services.
Client waives any claims It might have against Architect If Client does not use full construction
documents,arid Client agrees to indemnify Architect for any claims,loss,cost,liability,damage
or causes of action arising out of such failure to use full construction documents.
S. MISCELLANEOUS.
A Entire®gent.This Agreement constitutes the entire Agreement between the parties and
may not be amended except in writing by the parties.This Agreement binds successom and
assigns.This Agreement shall be interpreted in accordance with the laws of the State of Texas.
B. jnal Complaints.The Texas Board of Architectoal Examiners has jurisdiction over
complaints regarding the professional practices of persons registered as Architects In Texas.
The Boards current mailing address and telephone number Is PO Box 12337,Austin,Texas,
78701-2337.Tale.-512.306.9000.
C. Insurance.
(1) Workets Compensation-$2,000,000
(2) General Liability-$1.000,000 per occurrence,$2.000,000 aggregate
(3) Professional Liability-$1,000,000
(4) Automobile Liability-$1.000,000
(5) ExcesslUmbrella Liability-$5,000.000
5400 LBJ FREEWAY SURE 125 DALLAS,TEXAS 75240 P 972 770 2222 F 972 770 2242
www.entosdesign.com
6
EXHIBIT A
SCOPE&SCHEDULE OF WORK
PIER 1 IMPORTS BUILDING 1 TENANT DEVELOPMENT
Maroh 14.2M9
D. In the event either party Utstlluts legal proceedings to enforce this agreement,any judgment
awarded shall include attorney's fees to the prevaiing party.
ENTOS Design.
.IInc. QQ, APPROVED AND AGREED:
Name: Suzanne Braauell Name:
Title: VP Business Development Title:
Company: ENTOS Design Company: HERTZ INVESTMENT GROUP
Date: March 14,2019 Date:
5400 L8J FREEWAY SUITE 125 DALLAS.TEXAS 75240 • P 972 77C 2222 F 972 770 2242
www.antoadeslgn.com
6
EXHMIT A
SCOPE&SCHEDULE OF WORK
ENTOS
a -
PIER 1 IMPORTS BUILDING I TENANT DEVELOPMENT
March 14.2019
ADDENDUM I
ADDITIONAL SERVICES
A. Revisions to programming,plans,design and construction documents due to Client program
changes.
e. Services In conjunction wilh the creation of base building documentation.
C. Out-of-town trips requested and/or approved by Client beyond scope of
service.
D. Detailed construction unit pricing and computation of a construction cost estimate Including
extensive alternate pricing,separate bidding or out-of-sequence services.
E. Surveys,evaluations or detailed appraisals of existing furniture and equipment and the
relocation thereof.
F. Services required due to the default of any contractor or supplier by defacfs or defldencas in
their work.
G. Coordination with all vendors,consultants and/or service providers unless otherwise defined
within this Agreement.
H. Where construction administration is part of the service,site viails beyond the one day
allowance,additional site visits,punch fists,etc.beyond allowances quoted.
I. All services required for the application of variances for TAS/ADA.
J. Any service related to buckling F floor common areas and the Americans with Disabilities Act of
1991 CADA")or the Texas Accessibility Standards rTAS')outside of the Tenant's premises.
K. Record documents or CARD update based upon marked up drawings furnished by the
contractor or Client.
L. Non-standard detailing and elevations.
M. Design consultation.
N. Code meetings beyond Initial meeting,coordination of variances,etc.
O. Performance of value engineering services related to budget reductions and revising plans to
reflect changes.
P. Any service not specifically outlined In the proposal.
5400 LBJ FREEWAY SUITE 125 DALLAS,TEXAS 75240 P 972 770 2222 F 972 770 2242
www.entosdesign.com
B