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Contract 59420
CSC No. 59420 DESIGN PROCUREMENT AGREEMENT FOR PHASE III — SHEEP BARN, SWINE BARN, SHOW ARENA & HANDLING FACILITIES This Design Procurement Agreement ("Agreement") is entered into by and between the City of Fort Worth, a home -rule municipal corporation of the State of Texas ("City"), acting by and through, its duly authorized Assistant City Manager, and Event Facilities Fort Worth, Inc., a Texas non-profit corporation ("EFFW"), acting by and through its duly authorized representative. City and EFFW are referred to herein individually as a party and collectively as the parties. Recitals WHEREAS, City and EFFW each desire to make improvements to the Sheep Barn, Swine Barn, and Livestock Handling Facilities ("Project") located at the Will Rogers Memorial Complex, by retaining an architect and other professional disciplines (by direct or by subcontract) including but not limited to architectural and engineering services, surveyors, landscape architects, project management professionals, and geotechnical consultants for the design of architectural, civil, structural, mechanical, utility, road, drainage, landscape , audio/visual, and furniture, fixtures & equipment systems necessary for renovations to Sheep Barn, Swine Barn, Show Arena and Livestock Handling Facilities, which are located on City owned property at the Will Rogers Memorial Complex; WHEREAS, City and EFFW desire to enter into this Agreement in order to accomplish the goals of the parties; WHEREAS, EFFW has determined that Hahnfeld Hoffer Stanford Architects as the Architect and Dunaway Associates Civil Engineering and Surveyor ("Design Consultants") should design the Project based on demonstrated competence and qualifications to perform the design consultant services for a fair and reasonable price; WHEREAS, City staff have reviewed the scope, fee, and schedule for the design of the Project and find them to be fair and reasonable; WHEREAS, City will reimburse EFFW for Design Consultants' services up to a maximum amount of one million five hundred thousand dollars ($1,500,000) ("City's Share") upon sale of bonds to pay for the design and construction of the Project ("Bonds"); and WHEREAS, EFFW shall not earn a fee based upon the Design Consultant's fees paid by City. WHEREAS, EFFW shall not earn a fee based upon the City's portion of the design fees paid to Design Consultants; NOW, THEREFORE, for and in consideration of the above recitals and the mutual covenants and agreements herein contained, the City and EFFW agree as follows: OFFICIAL RECORD Design Procurement Agreement for Barns (Phase III) CITY SECRETARY Page 1 of 16 FT. WORTH, TX SECTION 1 GENERAL REQUIREMENTS 1.1 City and EFFW agree that recitals stated above are true and correct and incorporated into the Agreement by reference. 1.2 The Project will generally consist of complete renovations of the Sheep Barn, Swine Barn, and Livestock Handling Facilities at the Will Rogers Memorial Complex as further described in Exhibit A. 1.3 EFFW intends to retain Hahnfeld Hoffer Stanford Architects and Dunaway Associates Civil Engineering and Surveyor as the Design Consultants for the Project pursuant to a written agreement to which the City consents, a copy of which is attached hereto as Exhibit "B" and incorporated herein by reference. Design Consultants were selected based upon their respective demonstrated competence and qualifications to perform the work and procure all professional engineering and/or architectural services in accordance with applicable laws. 1.4 The City agrees to reimburse EFFW for the actual cost to design the Project, in an amount not to exceed one million five hundred thousand dollars ($1,500,000.00) within thirty (30) days of the sale of the Bonds. Upon the sale of the Bonds EFFW shall submit an invoice to City accompanied by a full accounting of the Project cost to date and copies of the Design Consultant's invoices. 1.5 The design of the Project includes, as appropriate, the preparation of architectural and engineering drawings, studies, renderings, contract specifications, estimates, and other documents necessary to construct the Project contemplated by this Agreement ("Construction Documents"). EFFW shall pay all invoices received by EFFW from Design Consultants for the design of the Project. 1.6 City shall have the ultimate right to approve or disapprove the Construction Documents, such approval not to be unreasonably withheld, delayed, or conditioned. City shall have the opportunity to have three representatives present during meetings between EFFW and the Design Consultants. EFFW shall forward meeting invitations to the named personnel from the Public Events Department and Property Management Department for such meetings between EFFW and the Design Consultants. 1.7 Provided the City has reimbursed EFFW for all submitted invoices that collectively do not exceed the cap amount on the City's Share, City shall own the plans and other documents and work product Design Consultants create for the design of the Project. In the event this Agreement is terminated, City shall have the right to enter into an agreement with Design Consultants to complete the design of the Project. EFFW shall include the City's ownership right in the plans for the Project and the City's right to enter into an agreement with Design Consultants to complete the design of the Project if this Agreement is terminated in EFFW's agreement with Design Consultants. Design Procurement Agreement for Barns (Phase III) Page 2 of 16 1.8 EFFW shall contractually require the following from the Design Consultants and shall provide copies of each to the City: 1.8.1 Preparation of an initial design providing sufficient detail to communicate the design intent and functionality of the Project. Each of the buildings in the Project shall include air conditioning. 1.8.2 Design Consultants shall submit six (6) copies of Construction Documents. 1.8.3 Format of Drawings: 1.8.3.1 Drawings at all stages of design will have the following characteristics: Scale for floor plans will be 1/8" or such other scale as may be agreed to in writing for all disciplines, elevations will be at same scale as floor plans, area plans will have same scale for all disciplines, and site plans for all disciplines will be at same scale. 8.3.2 The Design Consultants shall provide electronic files in PDF or DWF format for posting to the Internet. 1.8.3.3 The Design Consultants will provide CAD files of all drawings suitable to use on AutoCAD LT or such other operating system as determined by the City. 1.8.4 Design Consultants, at its sole cost and expense, shall engage a consultant to prepare "Elimination of Architectural Barriers Registration" and submit the applications to the Texas Department of Licensing and Regulation ("TDLR") if required. The City will pay all fees required for TDLR reviews and inspections. All designs shall be in conformance with the Elimination of Barriers Act, State of Texas, City of Fort Worth Codes and the Americans with Disabilities Accessibility Guidelines for Facilities. 1.8.5 The Design Consultants shall include reasonable procedures for mitigating environmental impact, use of recycled building materials, sustainable construction, and a building -commissioning program in the design of the project. 1.8.6 The Design Consultants shall submit an estimate of probable construction cost for the Project. 1.9 The total budget for design and construction of the Project is forty million dollars ($40,000,000) ("Construction Budget"). Should EFFW at any time during the design process believe that the building requirements and specifications will cause the Construction Budget to be exceeded, EFFW shall notify the City in a timely manner of the requirement for a revised Construction Budget. The City shall have twenty (20) business days within which to approve or disapprove the request. The City's approval will not be Design Procurement Agreement for Barns (Phase III) Page 3 of 16 unreasonably withheld. Any disapproval shall be in writing and shall describe in reasonable detail the reason for the disapproval. After approval by both parties, any revision, modification, or amendment if necessary to the specifications shall be delivered to the designers for incorporation into the plans. 1.10 If the Construction Budget is exceeded by the lowest bona fide bid, the City may (1) award the contract, (2) abandon the Project, (3) revise the Construction Budget, or (4) cooperate in the reduction of the Project scope and features as required to stay within the Construction Budget in order to rebid the Project. If the City abandons the Project, the City may terminate this Agreement upon payment to EFFW in accordance with the terms of this Agreement. 1.11 City will manage the advertisement and bidding for the construction, issue addenda, distribute bid documents, and award the construction contract. In addition, City will administer the construction contract and provide inspection and management services. 1.12 If at any time in the course of this Agreement, the City expands the scope of services, or EFFW believes the City has requested services that are beyond the scope of this Agreement, EFFW shall submit a proposal for additional reimbursement and a written agreement amending this Agreement shall be reached on said proposal prior to EFFW proceeding with the work considered to be beyond the scope of this Agreement. EFFW shall not perform any additional services without a written agreement with City. Any such additional services provided prior to reaching an agreement on additional fees will be non- compensable. SECTION 2 TERMINATION 2.1 This Agreement may be terminated by either party upon delivery of written notice to the other party of such intent to terminate; provided, however, the City may not terminate this Agreement in bad faith for the purpose of avoiding its reimbursement obligation set forth herein. City reasons for terminating the contract include, but are not limited to, excessive time taken to adequately advance the project towards completion or irreconcilable differences of design or construction issues. If the City terminates this Agreement after the design work for the Project has commenced, then the City shall reimburse EFFW for the City's Share of the design costs incurred or paid as of the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. 2.2 Fiscal Funding Out. Notwithstanding anything to the contrary, if, for any reason, at any time during the term of the Agreement, the Fort Worth City Council fails to appropriate funds sufficient for the City to fulfill its obligations under this Agreement, the City may terminate the portion of the Agreement regarding such obligations to be effective on the later of. (i) delivery by the City to EFFW of written notice of the City's intention to terminate or (ii) the last date for which funding has been appropriated by the Fort Worth City Council for the purposes set forth in this Agreement; provided, however, the City shall reimburse EFFW for the City's Share of the design costs incurred or paid by EFFW as of Design Procurement Agreement for Barns (Phase III) Page 4 of 16 the date of such termination, such reimbursement to be made within thirty (30) days of the City's receipt of an invoice evidencing such costs. SECTION 3 FORCE MAJEURE 3.1 If either party is unable, either in whole or part, to fulfill its obligations under this Agreement (other than payment obligations) due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or of emergency by the federal, state, county, or City government in accordance with applicable law; issuance of a Level Orange or Level Red Alert by the United States Department of Homeland Security; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended only during the continuance of such event; provided, however, that any payment obligations of either party under this Agreement shall not be excused or delayed by any Force Majeure Event. SECTION 4 LIABILITY AND INDEMNIFICATION 4.1 EFFW SHALL BE LIABLE AND RESPONSIBLE FOR ANYAND ALL PROPERTY LOSS, PROPERTYDAMAGEAND/OR PERSONAL INJURY, INCL UDING DEA TH, 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 EFFW, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 4.2 EFFW AGREES TO DEFEND, INDEMNIFY, AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES HARMLESSAGAINSTANY AND ALL CLAIMS, LAWSUITS, ACTIONS, COSTS, AND EXPENSES OF ANY KIND, INCL UDING, B UT NOT LIMITED TO, THOSE FOR PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO EFFW'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY (INCLUDING DEATH) THAT MAY RELATE TO, ARISE OUT OF, OR BE OCCASIONED BY (I) EFFW'S BREACH OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR (II) ANY NEGLIGENT ACT OR OMISSION OR INTENTIONAL MISCONDUCT OF EFFW, ITS OFFICERS, AGENTS, ASSOC2ATES, EMPLOYEES, CONTRACTORS (OTHER THAN THE CITY), OR SUBCONTRACTORS RELATED TO THE PERFORMANCE OF THIS AGREEMENT, EXCEPT THAT THE INDEMNITY PROVIDED FOR IN THIS SECTION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SEPARATE CONTRACTORS. NOTHING Design Procurement Agreement for Barns (Phase III) Page 5 of 16 HEREIN SHALL BE CONSTRUED AS A WAIVER OF THE CITY'S GOVERNMENTAL IMMUNITYAS PROVIDED BY THE LAWS OF TEXAS. 4.3 EFFW shall require all of its subcontractors to include in their subcontracts a release and indemnity in favor of the City in substantially the same form as above. This section shall survive the expiration or termination of this Agreement. 4.4 EFFW's agreements with the Design Consultants shall include a release and indemnity in favor of City in substantially the following form: "DESIGN CONSULTANT SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF FORT WORTHAGAINST LIABILITY FOR ANY DAMAGE CA USED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY DESIGN CONSULTANT OR DESIGN CONSULTANT'S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE DESIGN CONSULTANT EXERCISES CONTROL. " SECTION 5 INSURANCE 5.1 EFFW shall maintain the insurance requirements set forth in Exhibit "C", which is attached hereto and incorporated herein for all purposes. 5.2 EFFW shall require in its contracts with Design Consultants that City is listed as an additional insured on Design Consultants' insurance policy. SECTION 6 NONDISCRIMINATION 6.1 EFFW shall not engage in any unlawful discrimination based on race, creed, color, national origin, sex, age, religion, disability, marital status, citizenship status, sexual orientation or any other prohibited criteria in performing the services under this Agreement. SECTION 7 VENUE AND CHOICE OF LAW 7.1 EFFW and City agree that this Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. SECTION 8 THIRD -PARTY RIGHTS AND ASSIGNMENTS Design Procurement Agreement for Barns (Phase III) Page 6 of 16 8.1 The provisions and conditions of this Agreement are solely for the benefit of the City and EFFW, and any lawful assign or successor of EFFW, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 8.2 EFFW agrees that it will not subcontract or assign all or any part of its rights, privileges or duties hereunder without the prior written consent of the City, and any attempted subcontract or assignment of same without such prior consent of the City shall be void. SECTION 9 BINDING COVENANTS 9.1 Subject to the limitations contained herein, the covenants, conditions and agreements made and entered into by the parties hereunder are declared to be for the benefit of and binding on their respective successors, representatives and permitted assigns, if any. SECTION 10 INDEPENDENT CONTRACTOR 10.1 EFFW shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee of the City. EFFW shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and subconsultants (or subcontractors). Nothing herein shall be construed as creating a partnership or joint venture between the City and EFFW, its officers, agents, employees and subconsultants (or subcontractors), and doctrine of respondent superior has no application as between the City and EFFW. SECTION 11 AMENDMENTS, CAPTIONS, AND INTERPRETATION 11.1 Except as otherwise provided in this Agreement, the terms and provisions of this Agreement may not be modified or amended except upon the written consent of both the City and EFFW. 11.2 Captions and headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 11.3 In the event of any dispute over the meaning or application of any provision of this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly for, or against, any party, regardless of the actual drafter of this Agreement. SECTION 12 GOVERNMENTAL POWERS AND IMMUNITIES 12.1 It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. Design Procurement Agreement for Barns (Phase III) Page 7 of 16 SECTION 13 AUTHORIZATION AND COUNTERPARTS 13.1 By executing this Agreement on behalf of EFFW, the person signing below affirms that he or she is authorized to execute this Agreement and that all representations made herein with regard to the signer's identity, address, and legal status are true and correct. 13.2 This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. SECTION 14 SEVERABILITY AND NO WAIVER 14.1 It is agreed that in the event any covenant, condition or provision herein contained is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition or provision shall in no way affect any other covenant, condition or provision, and does not materially prejudice either EFFW or City in connection with the rights and obligations contained in the valid covenants, conditions or provisions of this Agreement. 14.2 The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted hereunder shall not constitute a waiver of that party's right to insist upon appropriate performance or to assert any such right on any future occasion. SECTION 15 COMPLIANCE WITH LAWS 15.1 This Agreement is subject to all applicable federal, state and local laws, ordinances, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 15.2 If City notifies EFFW or any of its officers, agents, employees, contractors, subcontractors, licensees, volunteers, or invitees of any violation of such laws, ordinances, rules or regulations, EFFW shall immediately desist from and correct the violation. SECTION 16 NOTICES 16.1 Notices to be provided hereunder shall be sufficient if forwarded to the other party by hand - delivery or via U.S. Postal Service certified mail, postage prepaid, or by electronic mail, to the address of the other party shown below: To the City: To EFFW: Fort Worth Public Events Department Event Facilities Fort Worth, Inc. Design Procurement Agreement for Barns (Phase III) Page 8 of 16 Attn: Mike Crum, Director 1201 Houston Street Fort Worth, Texas 76102 Email: michael.crumafortworthtexas.izov with copies to: City Attorney's Office City of Fort Worth Attn: John Strong 200 Texas Street Fort Worth, Texas, 76102 And City Manager's Office City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attn: Matthew R. Carter, President PO Box 150 Fort Worth, Texas 76101 Email: mcarterafwssr.com with copies to: Kelly Hart Attn: Mrs. Hannah Watkins 201 Main Street, Suite 2500 Fort Worth, TX 76102 Email:Hannah.watkins@kellyhart.com SECTION 17 HEADINGS 17.1 The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. SECTION 18 RIGHT TO AUDIT 18.1 EFFW agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of EFFW involving transactions relating to this Agreement. EFFW agrees that the City shall have access during normal working hours to all necessary EFFW facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. The City shall give EFFW reasonable advance notice of intended audits. 18.2 EFFW shall include in its contract with Design Consultant a right, until the expiration of three (3) years after final payment under this Agreement, to have access to and the right to examine any directly pertinent books, documents, papers and records of Design Consultants involving transactions relating to this Agreement and the agreements between EFFW and Design Consultants. Design Consultants must agree that the City shall have access during normal working hours to all necessary Design Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Design Consultants reasonable advance notice of intended audits. Design Procurement Agreement for Barns (Phase III) Page 9 of 16 SECTION 19 PROHIBITION ON BOYCOTTING ISRAEL 19.1 EFFW acknowledges that in accordance with Chapter 2270 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" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, EFFW certifies that EFFW's signature provides written verification to the City that EFFW. • (1) does not boycott Israel, and (2) will not boycott Israel during the tern of the contract. SECTION 20. PROHIBITION ON BOYCOTTING ENERGY COMPANIES 20.1 EFFW acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meanings ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, EFFW certifies that EFFW's signature provides written verification to the City that EFFW: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. SECTION 21. PROHIBITION ON DISCRIMINATION AGAINST FIREARM AND AMMUNITION INDUSTRIES 21.1 EFFW acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate against a firearm entity or firearm trade association," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Design Procurement Agreement for Barns (Phase III) Page 10 of 16 Agreement, by signing this Agreement, EFFW certifies that EFFW's signature provides written verification to the City that EFFW: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. SECTION 22. COMPLIANCE WITH PUBLIC INFORMATION ACT REQUESTS 22.1 The requirements of Subchapter J, Chapter 552, Government Code, may apply to this Agreement and EFFW agrees that the Agreement can be terminated if EFFW knowingly or intentionally fails to comply with a requirement of that subchapter. EFFW acknowledges that section 552.371 of the Texas Government Code applies to this Agreement if. (1) this Agreement has a stated expenditure of at least $1 million in public funds for the purchase of good or services by the City; or (2) this Agreement results in the expenditure of at least $1 million in public funds for the purchase of goods or services by the City in a fiscal year of the City. To the extent that section 552.371 of the Texas Government Code applies to this Agreement, EFFW shall comply with section 552.372 of the Texas Government Code by: (1) preserving all contracting information relating to this Agreement as provided by the records retention requirements applicable to the City for the duration of the Agreement; (2) promptly providing the City any contracting information related to this Agreement that is in the custody or possession of EFFW on request of the City; and (3) on completion of the Agreement, either (a) providing at no cost to the City all contracting information related to the Agreement that is in the custody or possession of EFFW; or (b) preserving the contracting information relating to the Agreement as provided by the retention requirements application to the City. 23. SOLE AGREEMENT 23.1 This Agreement, including any exhibits attached hereto and any documents incorporated herein, contains the entire understanding and agreement between the City and EFFW, and any lawful assign and successor of EFFW, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. (Remainder of Page Intentionally Left Blank) Design Procurement Agreement for Barns (Phase III) Page 11 of 16 Executed effective as of the date signed by the Assistant City Manager below. City: By: William Johnson (M 18, 202316:18 CDT) Name: William Johnson Title: Assistant City Manager Date: EFFW: &Uf lw-i� R. CAPf#r By: Matthew R. Carter (May 16, 2023 15:09 CDT) Name: Matthew R. Carter Title: President Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Michael Crum Title: Public Events Director Approved as to Form and Legality By: Name: J. B. Strong Title: Assistant City Attorney Contract Authorization: M&C: M&C 23-0331 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: 00— Name: Keith Chisolm Title: Capital Projects Manager City Secretary By: Name: Jannette Goodall Title: City Secretary pg040�nn aA � foRt��ddd Qaa4 nEo 45gao OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Design Procurement Agreement for Barns (Phase III) Page 12 of 16 EXHIBIT A Will Rogers Memorial Center — Livestock Barns Renovation Phase III — Sheep & Swine Barn Project Description 1. Maintain existing fagade's of the Sheep & Swine Barns 2. Maintain existing structure of the Sheep & Swine Barns 3. Rebuild Sheep & Swine Barns similar to the prior two phases to include: a. Insulated wall systems b. Insulated roof systems c. Remove existing dormitories d. Updated office spaces e. Updated electrical systems f. Updated ventilation systems g. New heat in the barns h. New windows i. New entries 4. Remove existing concrete floors in Sheep & Swine Barns a. Adjust new floors to be ADA compliant b. New floors in each barn to be a single surface to accommodate multipurpose use 5. Construct a new building between the Sheep and Swine Barns that will include: a. A fagade matching the Cattle Arena & Small Animal Exhibit Building fagades b. A multipurpose show arena with appropriate A/V systems & seating c. Livestock handling facilities d. Loading docks e. Modern ADA accessible restrooms f. Vendor Spaces 6. Replace existing chain link fence along Gendy Street from Burnett Tandy Street to Harley Avenue with decorative brick column and wrought iron fencing matching the rest of the campus fencing 7. Construct a new covered pedestrian entry at the corner of Gendy Street and Harley Avenue 8. Replace the existing RV hook-ups with the highest level of service achievable (50 amp, water and full sewer) given the constraints of existing utilities in the area 9. Remove and replace existing paving as needed adjacent to the Sheep & Swine Barns 10. Improve site lighting adjacent to the Sheep & Swine Barns Note: All drawings included in this project description are conceptual in nature and represent the desired direction of the Project. The included drawings are not final design drawing and are therefore subject to change. ' I BURNETT TANDY OR �� a q _ I l \ ` RENOVATED - j \ '� SI WINE BA,gN�C -4,4 IEMt �® FTI �®a 2tm 31II7 :RENOVATED -SHEEPRAR � -1J LLJ i I II VA I TOWER RR RENOVATED RENOVATI EXISTING EXISTING i 1fI PROMENADE rCATTLE BARN I-� SHOW CATTLE BARNS j CATTLE BARNS II ARENA' I 199 I I _ PHASEI PHASES '1PROJECT AREA, PHASE3.ON SITEPLAN PHASE 0 SWINE]— 3 7TT71-11 T T'T 1T1 l'1 f-M IT I TT (1 __ITT-17-T-T"II I--1 I TT-T I ARENA -IT-111111m III 1! I! I Ilillillillil IIIIIIi SHEEP -r IIIIIITI I I I I I I I I I I i I I I I I I I I I I I I I I I I I i BARN ii�1r n ter- hrr1n rn d I.-FT__r -F i �� 1 T-T-TI-T1rT-1-T-1 Ri TT'-T-t-T-1 I- 1, ILII III hl 1_ _. 11.11 1 _�I L I_. I-- I L I I I_ I I I _�_I 1.1 I_ _ r WILL ROGERS MEMORIAL CENTER Hahnfeld architects SHEEP & SWINE BARN RENOVATION Hoffer planners Stanford interiors EXISTING CONDITIONS - SHEEP & SWINE BARNS ------�---- - - ------------------------�--T-------------- ti 111HIF, 1 i!i!11,'I;li! c -lII'II'II'I1111 —I11'1I*I1'1111fIN1 I111111111I'-11j ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ L o WASH l -1 ` 1 1 F 1 1 1 1 1 1 C• �I I;�I�I''-IIII II II'I I IIII II 1� SHEEP BARN i I SMALL ANIMAL BARN Hn,vifeld CONCEPTUAL COMPOSITE FLOOR PLAN -SHEEP 8 SWINE siaritora SHEEP A SWNE EARN RENOVATION - - -----------------------.-- IT(I I (TTITI ITi 1 T i„� IT - 111-711Ti I (T-1I--ITi-IT((F1 I 111TITl (T I FFF I ITITTi . _ . . . r_ I I III 1 1 1-I-FT7_ _ I I I I I I I I I I 1 1 1 1 1 1 1.1 , SWINE BARN 3 WASH I WASH T III T ITT I I I I H�I III I I I I� II I I; r r r� I=111�11 I Tll F-I I (MIII 1 ICI alRI I"�': I —STALLS OR ARENA- � I I� 11� I I I =1 - IL-11I IIJI II -III II II ,III-1 I II III i Il II I'—';=1'I J� o WASH ,I I III II I -II III II 1- '-11' II II II T_I I-1 �-�1 =1 1= I_= STALLS OR ARENA j I II SHEEP BARN, a 1= I-11 _ =1- - III r It I=11Ej I T_ I I I 'i WASH 1= u SMALL ANIMAL BARN CONCEPTUAL COMPOSITE FLOOR PLAN -HORSE SHOW ®d SHEEP & SWINE BARN RENOVATION I I ��; O 3¢ ur- ..� � /�... `�f II �-.[ 3�e ... �.� - 3 S e�s �.t• . it Hahnfeld j Hoffer r Stanford SHEEP & SWINE BARN RENOVATION arh1eC''° r SHEEP & SWINE BARN RENOVATION 3f1i1eO15'p"nn,m/ `a EXHIBIT B DESIGN CONSULTANT AGREEMENT (See attached) Design Procurement Agreement for Barns (Phase III) Page 14 of 16 AMENDED & RESTATED CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made and entered into effective as of the 31 day of October, 2022, the effective date of the original Consulting Agreement, by and between EVENT FACILITIES FORT WORTH, INC., a Texas non-profit corporation ("Owner"), having a mailing address of P.O. Box 150, Fort Worth, Texas 76101-0150, Attention: Matthew R. Carter, and HAHNFELD ASSOCIATES, ARCHITECTS AND PLANNERS, INC., a Texas corporation dba Hahnfeld Hoffer Stanford Architects Planners Interiors ("Consultant"), having a mailing address of 200 Bailey Avenue, Suite 200, Fort Worth TX 76107, Attention: David R. Stanford, Principal. 1. The Services. Consultant agrees to provide all labor, materials, equipment and any other items necessary to timely and fully complete the services described in Consultant's proposal dated March 10, 2022 that was subsequently amended March 29, 2023 and which version is hereby incorporated as Exhibit "A" hereto (hereinafter referred to as the "Services") in connection with Will Rogers Memorial Center Phase III — Sheep & Swine Barn Renovation in Fort Worth, Tarrant County, Texas (the "Project"). 2. Time of Commencement and Completion. The Services shall be commenced on or promptly following the execution of this Agreement and shall be completed on a schedule mutually agreed upon by Owner, the City of Fort Worth and Consultant thereafter. 3. Consultant's Compensation. In consideration of Consultant's performance of the Services, and subject to the fill satisfaction and acceptance of Owner, Owner shall pay Consultant as specified in Exhibit "A" ("Consultant's Compensation"). Consultant's Compensation shall be payable to Consultant in monthly installments for the portion of the Services completed, based on Requests for Payment submitted by Consultant and approved by Owner. Owner and Consultant agree that all Consultant Compensation paid under the original Consulting Agreement shall be applicable to and credited toward the Consultant's Compensation due and payable under this Amended and Restated Consulting Agreement. It shall be a condition precedent to payment that Consultant submits waivers and assignments of liens and such other documents, papers and statements as may be requested by and all in a form reasonably acceptable to Owner and the City of Fort Worth, as may be applicable. 4. Accounting Records. Consultant shall keep full and detailed accounts as may be necessary for proper financial management under this Agreement. Owner shall be afforded access to all the Consultant's records relating to this Agreement or the Services. 5. Consultant. 5.1 Consultant shall supervise and direct the Services, using Consultant's best skill and attention. Consultant agrees to furnish efficient business administration and superintendence, and to perform the Services in an expeditious and economical manner consistent with the interests of Owner. 5.2 Consultant shall perform the Services under this Agreement in accordance with the normal and customary standard of care applicable to professionals engaged in providing similar services in connection with projects of the size and with the amenities of the Project. 5.3 Consultant shall pay all sales, consumer, use and other similar taxes, and secure and pay for all permits and govertunental fees, licenses and inspections necessary for the proper execution and completion of the Services. Consultant shall give all notices and comply with all laws, ordinances, rules, regulations, statutes, policies, and orders of any public authority bearing on the performance of the Services. 5.4 All claims which Consultant has or wishes to assert against Owner must be presented in writing to Owner not later than thirty (30) days after Consultant is aware that a claim will or does exist, or - such longer time as may be required by law, even though the exact nature of the claim and the amount of the claim may not be determinable at that time. The nature of the claim and the amount of the claim must be presented to Owner in writing as soon thereafter as Consultant has such information, and Consultant hereby waives all claims not presented as provided herein. 5.5 Upon request of Owner, Consultant shall submit for Owner's review and approval a schedule ("Schedule") for the performance of the Services. When the Schedule is approved by Owner, it shall not be exceeded by Consultant except as may be approved in writing by Owner. 3630416.2 6. Subcontracts. Consultant shall not employ any subcontractor unless previously approved by Owner. The subcontracting of any of the Services shall not relieve Consultant of any of its liabilities or responsibilities under this Agreement. Consultant shall make prompt payment to its subcontractors for Services performed and/or materials supplied. 7. Time. Time is of the essence in this Agreement. Consultant shall expedite the Services and achieve completion within the time set forth in Paragraph 2 hereof and the Schedule, if any. 8. Pavments and Completion. Payment may be withheld on account of (1) defective Services not remedied, (2) claims filed, (3) failure of the Consultant to make payments properly to subcontractors or for labor, materials or equipment, or (4) failure to timely carry out the Set -vices in accordance with this Agreement. The acceptance of final payment by Consultant shall constitute a waiver of all claims by Consultant in connection with the Services except those previously made in writing and identified by Consultant as unsettled on Consultant's final Request for Payment. 9. INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, CONSULTANT SHALL INDEMNIFY, AND HOLD HARMLESS OWNER, OWNER'S REPRESENTATIVE, OWNER'S LENDERS (IF ANY), THE PROPERTY OWNER (IF DIFFERENT FROM OWNER), THE CITY OF FORT WORTH, TEXAS, SOUTHWESTERN EXPOSITION & LIVESTOCK SHOW (dba FORT WORTH STOCK SHOW & RODEO), MULTIPURPOSE ARENA FORT WORTH (dba TRAIL DRIVE MANAGEMENT CORP.), AND EACH OF THE AFOREMENTIONED PARTIES' AFFILIATED COMPANIES, PARTNERS, MEMBERS, MANAGERS, SUCCESSORS, ASSIGNS, HEIRS, LEGAL REPRESENTATIVES, DEVISEES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ELECTED OFFICIALS AND AGENTS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST DAMAGES AND EXPENSES (INCLUDING CLAIMS AND LIABILITIES RELATING TO PERSONAL INJURY, BODILY INJURY OR PROPERTY DAMAGE), ARISING OUT OF THE NEGLIGENCE OR WILLFUL MISCONDUCT OF CONSULTANT OR CONSULTANT'S OFFICERS, AGENTS; EMPLOYEES, OR SUBCONTRACTORS, EVEN IF SUCH CLAIMS OR LIABILITIES ARE CAUSED IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE; PROVIDED, HOWEVER, THAT (1) WITH RESPECT TO PROFESSIONAL LIABILITY, CONSULTANT'S OBLIGATION TO INDEMNIFY THE INDEMNITEES SHALL APPLY ONLY TO THOSE LIABILITIES RESULTING FROM NEGLIGENT ERRORS, OMISSIONS OR ACTS OF CONSULTANT OR CONSULTANT'S OFFICERS, AGENTS; EMPLOYEES OR SUBCONTRACTORS, AND (2) IN THE EVENT THAT THE PROVISIONS OF § 130.002(b) OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE (V.T.C.A 2005) APPLY TO THIS AGREEMENT, CONSULTANT'S OBLIGATION TO INDEMNIFY OWNER, OWNER'S AGENTS OR EMPLOYEES WILL NOT APPLY TO LIABILITY FOR DAMAGE TO THE EXTENT SUCH DAMAGE IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF OWNER OR ANY AGENT OR EMPLOYEE OF THE OWNER. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS' COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEES' BENEFIT ACTS. Leual Limitations. In the event that the provisions of § 130.002(B) of the Texas Civil Practices And Remedies Code (V.T.C.A 2005) apply to this Agreement, the additional terms contained in Exhibit "B" attached hereto will become a part of this Agreement by reference as if recited herein. It is expressly agreed that with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification, assumption of risk or waiver of liability set out in this Agreement, that such legal limitations are made a part of the indemnification, assumption of risk or waiver of liability and shall operate to amend the indemnification, assumption of risk or waiver of liability provision to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification, assumption of risk or waiver of liability shall continue in full force and effect. 10. Insurance. Consultant shall maintain at its sole cost and expense (a) Workers' Compensation Insurance in an amount not less than the applicable statutory limits and Employer's Liability Insurance in an amount not less than $1,000,000, (b) Comprehensive Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit, (c) Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence, and (d) Professional Liability Insurance in an amount not less than $2,000,000 per claim for a period 3630416.2 2 not less than two (2) years after the date of completion of the Services. Each of the above -named policies shall be on a form satisfactory to Owner, with exclusions and deductibles acceptable to Owner. The Workers' Compensation and Employer's Liability Insurance shall include a Waiver of Subrogation in favor of the Indernnitees. In addition, the Indemnitees shall be named as additional insureds on the Comprehensive Automobile Liability policy and the Commercial General Liability policy by endorsement form CG 20 26 1185 or its equivalent, which policies must state that the insurance provided thereunder will be primary as regards any insurance coverage maintained by any Indemnitee. Certificates of Insurance evidencing the above insurance coverage shall be furnished to Owner before Consultant starts any Services. Policies shall be furnished to Owner upon request. It. Changes in the Services. Owner may order changes itt the Services consisting of additions, deletions or modifications, the Consultant's Compensation and time for completion being adjusted accordingly. All such changes in the Services shall be authorized by a written Additional Service Order- signed by the Owner. The Consultant's Compensation and time for completion may be changed only by Additional Service Order. 12. Termination. 12.1 Should Owner fail to make payment as required by this Agreement, or default in any of Owner's other material obligations hereunder, Consultant may, after giving Owner seven (7) days written notice and opportunity to cure, terminate this Agreement and the Services. Consultant shall be entitled to payment for reasonable costs directly related to Services thereafter performed by Consultant in terminating such Services including reasonable cancellation charges of subcontractors. 12.2 If Consultant does not fully comply with the terms of this Agreement, then Owner may, without prejudice to any other right or remedy and after giving Consultant seven (7) days written notice and opportunity to cure, terminate the services of Consultant. 12.3 Owner may, at any time, terminate for its own convenience any part of the Services or all remaining Services for any reason whatsoever by giving written notice to Consultant specifying the part of Services to be terminated and the effective date of termination. Consultant shall continue to prosecute the part of the Services not terminated. If any part of the Services is so terminated, Consultant shall be entitled to payment for reasonable costs directly related to Services thereafter performed by Consultant in terminating such Services including reasonable cancellation charges of subcontractors, provided such Services are authorized by Owner. In case of such termination, Owner will issue an Additional Services Order making any required adjustment to the scheduled date of completion and/or the Consultant's Compensation. 13. Offset. Owner may offset against any sum due Consultant the amount of any obligations of Consultant to Owner arising out of this Agreement. 14. Assignment. Owner and Consultant acknowledge and understand that Owner intends to enter into a Design Procurement Agreement with the City of Fort Worth (the "DPA") in which the Owner will contract for the necessary design services for the completion of the Project. Further, the DPA contemplates that Owner will only be responsible for the Services through the construction document phase as described in Consultants proposal attached hereto as Exhibit A. Therefore, Consultant hereby consents to the assignment of this Amended and Restated Consulting Agreement from the Owner to the City of Fort Worth. 15. Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing, addressed as first set forth above to the party to whom the notice or request is given, and shall be either (a) delivered personally, (b) sent by United States certified mail, postage prepaid, return receipt requested, (c) placed in the custody of federal Express Corporation or other nationally recognized overnight carrier for next day delivery, or (d) sent via facsimile (fax) transmission to the facsimile number first set forth above. Notice shall be deemed given when received if delivered personally or sent via facsimile transmission with confirmation by the delivering party of the notified parties' receipt of the facsimile transmission at the confirming telephone number set forth above; forty-eight (48) hours after deposit in the United States mail, if sent by certified mail; and twenty-four (24) hours after deposit with an overnight carrier, if sent by Federal Express or other nationally recognized overnight carrier for next day delivery. Either party may designate, by similar written notice to the other party, any other address, facsimile number or confirming telephone number for such purposes. 16. Severability. if any provision of this Agreement is held to be illegal, invalid or unenforceable under present or fixture laws, such provision shall be filly severable and this Agreement shall be construed and 36304t6.2 enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof shall remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there shall be added automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 17. Independent Contractor. It is understood that the relationship of Consultant to Owner shall be that of an independent contractor. Nothing contained herein or inferable herefrom shall be deemed or construed (a) to make Consultant the agent, servant, or employee of Owner, or (b) to create any partnership, joint venture, or other association between Owner and Consultant. 18. Confidentiality and Return of Documents. In connection with Consultant's performance of the Services, Consultant may have access to information relating to Owner and Owner's business interests ("Information"). In addition, Consultant will have access to materials, records, data, drawings, specifications, engineering documents and other documents produced by, or coming into the possession of Consultant or its subcontractors in connection with the performance of the Services ("Documents"). All Information and Documents shall be maintained in absolute confidence, and Consultant shall not at any time, without Owner's prior written consent, duplicate, publicize, or divulge to anyone any portion of such information and Documents, except for the purpose of carrying out the Services pursuant to this Agreement. The Information and Documents will be and will remain the sole property of Owner, and Owner owns and retains all common law, statutory and other reserved rights relating thereto, including, but not limited to, all copyrights to the Information and Documents, which are hereby conveyed to Owner by Consultant. Consultant shall promptly deliver to Owner the originals and all copies of the Information and Documents, whether supplied to it by Owner or produced by it or its subcontractors, upon termination of this Agreement for any reason or upon completion of the Services. 19. Other Conditions and Provisions. THIS AGREEMENT S14ALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY AGREE THAT VENUE OF ANY ACTION UNDER THIS AGREEMENT SHALL BE EXCLUSIVELY IN THE STATE COURTS OF TARRANT COUNTY, TEXAS, IT BEING UNDERSTOOD THAT THIS AGREEMENT IS ACCEPTED AND ENTERED INTO BY OWNER AND PERFORMABLE (AT LEAST IN PART) IN SAID COUNTY. Owner is relying on the skill and experience of Consultant and therefore, it is agreed that Consultant shall not assign or transfer any interest in this Agreement or any portion thereof without the written consent of the Owner. Owner may assign this Agreement at its discretion. This Agreement contains the entire agreement between the parties. All prior negotiations between the parties are merged into this Agreement, and there are no understandings or agreements other than those incorporated or referred to herein. This Agreement may not be modified except by an instrument in writing signed by the parties hereto. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any relief to which it may be entitled. Consultant shall keep Owner's property free from all mechanic's, materialmen's and other liens arising out of Consultant's Services hereunder. In the event any such licit is filed by anyone claiming by, through or under Consultant, Consultant shall remove and discharge the same within ten (10) days of the filing thereof. This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original, but which together shall constitute one and the sane instrument. 20. Conflicts. In the event of a conflict between the terms of this Agreement and the provisions of any exhibit attached hereto, the terms of this Agreement will prevail. 21. Owner's Representative. NIA [Signature page follows] 3630416.2 4 Executed by the panics to be effective as of the date first written above. OWNER: EVENT FACILITIES ORT WORTH, INC., a Texas non-profit c By: Matti ewZVT , President CONSULTANT: HAHNFELD ASSOCIATES, ARCHITECTS AND PLANNERS, INC., a Texas corpora • a dba Hahnfeld Hoffer Stanford Architects Planners Interiors By: - Eric Hahnfeld, Principal 3630416.2 EXHIBIT "A" Consultant's proposal [Follows] 3630416.2 Hafeldi Hoffer 'Rtavoford nrcl+llodv I ,danuora I Lrlariors March 29, 2023 Mr. Matthew R. Carter, President Event Facilities Fort Worth, Inc, P. O. Box 150 Fort Worth, TX 76101 Re: Architectural Design Services Will Rogers Memorial Center Sheep Barn/Swine Barn/Arena & Restroom Addition Dear Matt: Hahnfeld Hoffer Stanford appreciates the opportunity to provide this design services proposal for proposed renovations to the Sheep and Swine Barns, including a new Arena, Restroom Addition, and a Staging Area to be located between the existing barns. The Sheep Barn and Swine Barn will be upgraded with a new floor slab and stall assembly with new utilities, insulated roof and walls, and the creation of a new entry to the south. The mezzanines in both the Sheep and Swine Barns will be removed. The project will also include a new campus entry building at the corner of Harley and Gendy, and new fencing along Gendy with RV hookups. The information contained herein is representative of our understanding of the scope of work and the scope of required services. Design Team Hahnfeld Hoffer Stanford (Nan -HUB): David R. Stanford, AIA Josh Mauldin, AIA LEED AP BD+C Ponce-Fuess Encaineerina. LLC (HUB): Lucas G. Ponce, P.E. Solare Ena)neerina Unlimited. Inc. (HUB): Tod L. Thompson, P,E. Dunawav Associates (Non -HUB);. Jeffrey S. Taylor, P.E. BAI (Non -HUB): Robert Lee K+K Associates. Inc. (HUB): Jim Krueger, AIA Principal-in-Charge/Dosigner Project Manager/Architect Principal Principal Senior Project Manager Acoustician -- Director Registered Accessibility Specialist Scope of Services Hahnfeld Hoffer Stanford will provide comprehensive basic design services including Architectural, Structural Engineering, Mechanical Engineering, Electrical Engineering, and Plumbing Engineering. Civil Engineering, Audio/Visual and Acoustical Consultants, and Texas Accessibility Standards (TAS) review will be additional services. ARCHITECTURAL_ DESIGN SERVICES SCOPE OF WORK A, General Hahnfeld Hoffer Stanford will provide the following general design services: • Work in conjunction with Event Facilities Fort Worth, Inc., the Fort Worth Stock Show & Rodeo, and the City of Fort Worth for the overall administration/project management for the Owner. • Visual/aesthetic architectural design of the facility and related architectural improvements. • Work with Owner to develop project goals, objectives, program of required spaces and total project budget; assist Owner in developing project schedule/construction budget and project milestones. • Review all design work for compliance with local building codes and zoning, and overall coordination of architectural and engineering design services. • Assist in obtaining all permits, Owner and regulatory agencies approvals, variances, or other exceptions to governing codes, laws and regulations. • Sign and seal Construction Documents as required by the Texas Board of Architectural Examiners. B, Pre-Design/Schematic Design • Reconfirm Owner's program and objectives for project. • Coordinate and manage design work of structural engineer, MEP engineers, and additional service consultants. • Develop Revit model including floor plans and exterior elevations as required. • Develop material and finish selections. • Develop building systems for renovation of the barn enclosure. • Develop building systems for the new Arena to be located between the two existing barns. • Mechanical, electrical, plumbing, and structural consultants will provide a narrative or "one line" drawings of proposed systems. • Prepare presentation materials including plans, elevations, and three (3) rendorings necessary to generally describe design to Owner. ® Meet with City of Fort Worth building official/planning development staff to review the proposed building design per the codes and standards; adjust design as necessary to comply with the requirements. Lead project design reviews with the Owner and A/E team. Submit plans to estimator or Construction Manager for construction budget review. C. Design Development Reconfirm Owner's program and objectives for project. + Make adjustments to scope and design to match prescribed budget. + Coordinate and manage design work of structural engineer, MEP engineers, civil engineer, and other consultants. + Further develop revit model to incorporate engineers input and model, and further detail building systems. Finalize materials and finish selections. + Prepare presentation materials necessary to generally describe design to Owner. • Coordinate specialty equipment to be included in facility with suppliers. • Prepare Specifications for review by Owner and consultants. + Meet with City of Fort Worth building officlal/planning department to coordinate compliance with building codes. + Lead project design reviews with the Owner and A/E team. • Submit plans to estimator or Construction Manager for construction budget review. D. Construction Documents + Develop drawings/design information in sufficient manner for general contractor bidding purposes. + Provide drawings/design information for interior finishes, assemblies/components, and special features of interior spaces. + review and coordinate drawings prepared by all consultants for purpose of checking for conformance with visual, aesthetic and technical design requirements. + Finalize all specifications for project. + Submit 50% Construction Documents to Estimator or Construction Manager for construction budget review. + Submit 95% Construction Documents for Owner review/approval; incorporate Owner review comments into the final documents. F. Bidding and Negotiation • Lead pre -bid conference to review Construction Documents plans with the Construction Manager at Risk. Prepare addend ums/clarif!cation responses to bidder's questions. • Submit Construction Documents to state/local agencies having jurisdiction over project for review/approval. • Assist Owner in review of Construction Manager at Risk proposals; review references / qualifications of subcontractors; assist in review of Construction Manager at Risk construction contract, bonds and insurance requirements. F. Construction Administration (Separate Contract with the City of Fort Worth) • Provide architectural representation of Owner at project site at intervals appropriate to stage of construction operations, to become generally familiar with the work and keep Owner informed about progress and quality of the work completed, endeavor to guard against defects and deficiencies in the work, and determine In general if work is being performed in a manner that will be in accordance with Construction Documents when fully completed; Architect shall not make exhaustive or continuous site visits to check the quality of the work; Architect shall not control or have charge of, not be responsible for construction methods, means, techniques, job -site safety or sequences of work in connection with the project; these are the responsibilities of the Construction Manager at Risk under the Construction Documents; Architect shall not be responsible for Construction Manager at Risk's, sub -contractor's, and their agents acts or omissions, or failure to perform the work in accordance with Construction Documents. • All Owner/Construction Manager at Risk communications about matters arising out of or relating to Construction Documents shall be through Architect's office. • Review/certify monthly applications for payment based upon evaluation of the work in place and Construction Manager at Risk's current schedule of values. • review/take appropriate action on construction submittals such as shop drawings, product data, and samples. • Review/take appropriate action on reasonable request from the Construction Manager at Risk on additional information, clarifications, interpretations related to the work, requests for information, etc. • Review change proposals and change orders requested for project when related to the work; review Construction Manager at Risk as -built documents. • Prepare Substantial Completion punchlist and review Construction Manager at Risk's project close-out documents prior to release of final payment. BASIS OF COMPENSATION! Basic Services Hahnfeld Hoffer Stanford proposes a revised design fee based on the updated estimated construction budget of $31,262,510.00 as provided by SEDALCO. Event Facilities Fort Worth, Inc. will pay $1,065,000.00 for Architectural Design Services, including Structural, Mechanical, Electrical, and Plumbing Engineering. The Scope of work included is Conceptual Design, Schematic Design, Design Development, Construction Documents, and Bidding and Negotiation. Construction Administration services of $593,000.00 will be paid for by the City of Fort Worth. The design fee will be based on the following breakdown per division of scope of work: • Conceptual Design $ 24,000.00 (PAID EFFW) • Schematic Design $ 162,000.00 (PAID EFFW) Design Development $ 203,000.00 (EFFW) • Construction Documents $ 591,000.00 (EFFW) • Bidding and Negotiation $ 85,000.00 (EFFW) o Construction Administration $ 593,000,00 (City of Fort Worth) Total Design Fee $1,658,000.00 Additional Services Additional services for this project include civil engineering/surveying/landscaping, audio visual consulting services, food service design, and TAS plan review. 1. Dunaway Associates, Inc., for civil eng€nee ringlsurveying/landscaping/irrigation - $141,200.00. (Construction Administration costs to be paid for by the City of Fort Worth and not included In this Proposal). 2, K+K Associates for TAS plan review and inspection — $2,550.00. 3. BAI, Inc. for audio/visual design — $47,000.00 (which includes $7,050,00 for Construction Administration to be paid for by the City of Fort Worth). REIMBURSABLE EXPENSES Reimbursable Expenses are In addition to Basic Services and Additional Services and include actual expenditures made necessary by our Architectural Services and include actual expenditures made by the Architect's employees and consultants In the interest of the Project, These include the following: • Reimbursable expenses for printing, including final Design Development and Construction Document printing for Construction Manager at Risk bidding is $22,500.00, • Expense of fees paid for securing approval of authorities having jurisdiction over the Project. OWNER'S RESPONSIBILITIES The Owner will make available any existing documentation to the Architect for his use, The Owner will be responsible for non -construction issues associated with the development of the project. Architect will assist Owner with the preparation of drawings and diagrams as necessary to submit to the City of Fort Worth for planning development plan reviews. Hahnfeld Hoffer Stanford and our consultants will be available for staff planning reviews. The Architect will assist Owner in obtaining vendors for the services not included in this proposal, including but not limited to environmental engineering, geotechnical testing, and independent construction material testing. We certainly look forward to our continued relationship with Event Facilities Fort Worth, Inc., the Fort Worth Stock Show & Rodeo, and the City of Fort Worth, as we provide design services for your project. If you have any additional questions or comments, please advise. Sincerely, HAHNFELD HOFFER STANFORD architects planners interiors 4 - . . Eric L Hahnfeld, AIA President Cc: Bradford S. Barnes President and General Manager Southwestern Exposition and Livestool< Shaw Enclosures: Ponce-Fuess Engineering, Inc. Proposal, dated February 8, 2022 Solare Engineering Unlimited, Inc. Proposal, dated January 25, 2022 Dunaway Associates, LLC Proposal, dated December 9, 2021 Bai, LLC Proposal, dated February 9, 2022 Sedalco's Estimate, dated March 2, 2023 PONCE—FUESS ENGINEERING FEES FOR BASF SERVICES Professional Fees for Basic Services are proposed as follows: Stipulated Bum Basis Design Development Phase $38,600 Construction Documents Phase $70,000 Bidding 1 Contract Nepidtiation Phase $7,500 Construction Administration Phase 44Ei,000 (Construction Administration Phase to be paid by the City of Font Worth inn separate contract) Fees will be invoiced monthly based on work completed. REIMPURSABLE EXPEN$ES Project expenses will be invoiced; at cost, in addition to Basic Fees as follows: Ifein Estimated. Amount Printing & Copying (1) $0 Auto Expenses (@ IRS Standard Rate per Mile) $800 courleeffikpressage Charges $0 Total Lstimated Reimbursable Expenses $800 Notes; 1) Any printing requested of PFE will be a reirrmbur-sable expense QUALIFICATIONS Client to provide subsoil Investlgation and professfonal geotechnical engineering recommendations for design of foundations, slabs supported on soil, si.&oll drainage and earth-retajning wails. Proposal Is based on soikupported floor slab ("slab -on -grade") at ground level..Proposol-does not tnoiucie design of s(ructurally-supported ground floor slab (over ctawispaoe or formed Yaid), Destgn nF structurally -supported ground floor Slab, If -required, w(li .be an Additionai Service, Proposal does not include design °of site ste-optures (e.g,, ppvltlg, 'stairs, site walls, retaEn)ng walls, bridges., shade structures, arbors) located outside of building perimeter. Proposal does not include design of landscape structures. Revit DIM software will be used as tool for.producttoh of Construction Documents. Proposal includes conventional exchange of structural plans, sections, and detalls.for document coordination and construction purposes, progress copies of Revit model may be provided to design team for reference during .coordlnatlon. Copy of "as is" Revit model may also be made available for contractor use upon receipt of -executed Ponce-f=uess E=ngtheering's.Electrarile File Waiver & Indemnification Agreement. Ponce-Puess Encdlneedrig retains ownership rIg_hts to and control of structural Revit model. o Level of Developnment:(LOD) of design Revit structural model will be. less than or equal to LOD 300 (as defined 6y AIA daourrtentG2021 An, LOD greater than 300, If requested, may be available as an Additional Service ® Proposal does not include Issue of early-release.struoturai documents (for bidding, permitting or const(uctioft of fdunda_flon or superstructure prior to release of complete project documents). 3333 Lee Parkway, Suite 475 1 Dallas, TX 75219 i Tel 469,310,2850 i TX NF-12125 1 www.ponce-fuess.com Profestl6hAl Erlglneedng 5etVices Proposal - Page 3 of 4 rPONCE -- FUFSS EENGINEERING a Proposal does not include printing for Owner, city, or contractor review; or for permitting or construction, • Client to provide as -built drawings of existing construction to be modified or appended. Verif€cat€on of existing conditions, materials and dirnensions is not included In this.proposal. • Existing building structure components May be included In the design Revit structu..ral model, but only to the extent necessary to define scope, detail, and dimensions of new structure • Attendance at local design meetings (requiring travel of up to 50 miles frolic. Ponce-1=uess Engineering office) Is Included in Basle Services. o Out-of-town meetings: Attendance at out-of-town design meetings (greater than 56 miles from €'once -guess Engineering office) Is available,as an Additional Service. This proposal is based on the duties and responsibilities of both Engineer and Architect defined in the AiA standard contract Documents C401, and as expanded or modified undor "Scope of Services". ADDITIONAL SERVICES Services required and authorized beyond the scope of Basic Services will be invoiced on the basis of personnel time and expenses, lu Employees Table of employee rates available on request. o Expenses 1.00 times cost. CONTRACT FORM AIA Document C-401, or equivalont. In Ileu of an executed contract, .this proposal will serve as the interim agreement for professional services. bt1RATION This proposal Is valid for a period of 6 months from the date that the proposal was made and signed below. Proposal made by: Lucas Ponce, PE President PONCE -PUGS$ ENGINEERING, LLC N2125 - END OF PROPOSAL - Proposal accepted by: (signature) (PrinteO Name) (Date) 3333 Lee Parkway, Sulte 475 1 Dallas, TX 7521.9 1 Tel 469.37Q.2850,I TX U-12125 I tiyww.ponce-fuess.corn Professional Eng1heetirig Services Proposal — Page 4 of 4 L JL ENGINEERING UNUMITEo, INC. .January 25, 2022 Hahnfeid Hoffer Stanford 142E 8t1i Avenue, Suite 700 Fort Worth, Texas 761.04 Attn.: David Stanford Re: 1NRMC Sheep and Swine Barns Renovatlon Dear Mr. Stanford, S.olare Engineerllig Ultd., Inc. (Solaro) is pleased to offer the following proposal for the provision of englneering services for the referenced project, SCOPE OF SERVICES: $61 re will provide the mechanical, electrical, plumbing, and fire protection design engineering services for the addition and renovation to the Will Rogers Memorial Center's Sheep and Swine Barns In Fort Worth, Texas, having an estimated construction cost of $26,421,000;00 Our design responsibility will extend to a point five feet ,(S') outside the building lines. with the exception of the design and circuitry ofthe rogviired site lighting. This proposal Is based upon the foll.owirig project scope, 1) Constructlon Cost Is estimated around $26,421,000.00 2) Construction Administration to be paid, ay the City ($29,500,00) Scope Includes design, layout and selection of new HVAG systems, power, lighting/lighting controls; sanitary waste and vent systems, natural gas, domestic hot anti cold water�systems, plumbing fixture selection, -and storm deal eiage systems. BASIC -SERVICES MECHANICAL: Mechanical load calculations and e..quipment sizes will be made bayed on the WR{. C design standards. Methwilcol ductworlc drawoordinates( with architect drawings, fully cu.eal bailing grid, lighting, strtktural, and electrical panels will be provided, Pull mechanical system control diagrams will be provided and caordjnated with owner for Integration I NO 5umtWt Avarice, 806 514 Fort ►Norfh, TaMa 76102 Tal 817.520X000 ►ntw.sol��+� any ;caa �} Hahfifeld Hoffer Stanford January'25, 2022 Page 2 Into the building manag&nent system. 5olare will show the conneeting ductwork and fans for the kitchen exhaust hoed that will be selected by the kitchen consultant; ELECTR.ICAI., The electrical systerh wifi inciu.de new service entrance and distribution to paneftards. Panelboa.rds-will serve lighting and general power needs for the wilding spaces. Power will be provided to a basic lighting system that will include dimmable lighting, All lighting will utilize the LED lighting. Site electrical designs -will include Provis.lons for -site signage, site lighting an the exterior of the building, Interior and exterior lighting fixtures will Ije selected.and.laid out on the pla:ns'foliow.ing IgS, JECC, anti ASNRAE 90.1. PLUMBING, The plumbing utilities cutting to the building (water, sewer, :and gas) will be reviewed and slzed if necessary acid coordinated wlfh the civil engineer and Owner. The plumbing design will include the gang restrooms janitorial spaces as well as hose bibbs around the barn. Plumbing fixtures milli be per the WRMG's design guidelines arid the ardhlfect. All plumbing }cower requirements will be coordinated with the eiectri(al design. All systems designed by Solare will extend to a poldt 5'. outside the building perimeter for continuation by the civil :engineer. 'RENOVATION., The renpvation of the barns will consist of assessing the existing systems meet current code requirerrlehts and oapad0es match tho intended use of the space. Soiare will Provide the assessment and design the mechanical, electrical, plumbing, and fire p,rotectioii design based on the Architects design. The purposes of Solare's site observations during the design phase are to review quantitles, sixes of utilities/equipment and location of utilities/.O i prnent. Solare Will observe utilities/equipment t6 theL extent possible With"the exclus oh of destructive testing or investigations: If existing equipment or utilities are to be re -tiled, 5olare takes no responsibility of liability for.the condition of subject egUil?rimerEt and/or ofilities to be reutilized.. PERFORMANCE,SPECIFICAT(QNS; The fire sprinkler system design will be accomplished through performance specifications by 5olare fora. design/build effort by:a licensed fire sl�rihldi r cont:ractar. 1800 Sumniii Avenue, 5ulle 514 tort Worth, Texas 76102 Tel 817,629,6800 Ivur�� sol�tre er�p.cont Hahnfeld Hoffer Stanford January 25, 2OZ2 Page 3 The time alarm system design will be accomplished through performance specifications by Solare for a design/build effort by a llceirsed-fire alarm contractor. 13A5lC5E:RVIC�S; Basic Services will Include the review of submittals and shop drawings for equipment and systems designed and�or spedfled by Solare. Basic Services will include up to four (4-) onslte meetings during de four (4) site observations during design, Wd up to four (4) site observations by Solare during construction, Qesign phase or construction observation site visits beypad those specified (h thte f3asie scope of services are additional services, The:basls of this proposal will pursue the prescriptive building envelope performance Path as defineO in the energy code: Solare will complete the HVAC and electrical portions of applicable energy :code reports, The Architect will perform building envelope portions of the report. Orawings will be prepared using Autodesk ReAt Building Information Modeling (1311VI) software: Solare': Revit model detailing will be to the level detailed by AIA documarits AIA E203-2013,AIA G201-203.3 aifd AIA C202-201to. level of development (I.QD) 200 and is developed for the sole use of Solare to prepare the project deliverable two- dimensional drawings that will be submitted for permit an.d used for construction. Corriponehts'and devices shown in the model are located far Solare's use only qod will not be relocated for use by others. Companents-ppci devices in'Solare's Revit model W111 be, offset for two-dimensional drawing clarity and will not be .coordinated or relocated for model clash/conflict resolution. The Revit model prepared by Solare E'nglneering Ultd. Inc: shall not. be shared, sent'to, trasiY)Itted to or ii1 ohy'rriean's assessable to an.V contractor without the wr ittpn pertbisslan of Solare. ADDITIONAL. SERVICES (IF REQUESTED) See "Attachment C" for additional design ;services not included In the basic scope of services. HAHhfELD 1 dFFER STANFQRb WILL Provide a cony of the client's agreement with the owner, knoWil as the Prime Agreement -(from which compensation a.moynts maybe deleted) if goiare's obligations and liabilities are affected by the Prime Agreement, 1300 Suminit Avenue, 8011a 61 A- Fort With, Texas 76102 '10181420,6800 WVAY401A-0141001 Hahnfeld 11offerStanford January 25, 2022 Page 4 Provide building and site base plan in AutoCAD Release 2020 or Autodesk Revit Building Information Modeling (BIM) software for Use by Solare in preparation of engineering drawings, Perform or provide all required printing of plans and specifications for design coordination, submittal for code review, and bid packages. Provide PDF files or all design team check sets, coordination, and milestone issues. Advise Solare of the applicable building and design standards/design criteria. This includes but is not limited to special occupancy classifications, building type and other special code related considerations. Provide a design schedule for the project and advise Solare of any revisions to the schedule which may occur, COMPENSATION FOR ENGINEERING SERVICES: Solare Engineering Ultd., Inc. will be paid for Basic Services the stipulated sum of $295,000.00, plus reimbursable expenses times M. Compensation for other -Additional Servlces will be on the basis of direct salary cost times 2.5 plus reimbursable expenses times 1.1. Please see Attachment B Hourly Billing Ranges for current total billing ranges for Solare personnel. The Basic Services fee payment schedule Will be based upon a monthly estimate of completion of the work, not to exceed the following amounts at the specified phases of the project: P14ASE 0m.pletion of Schematic Design Completion of Design pevelopment Completion of Construction Documents Completion of. Bid & Negotiations AMT. DUE BASIC SERVICES ACCUMULATED PEE TOTAL. $ 59;000.00 59,o00.b0 $ i32,750,00 $14,750.00 $ %100A0 $,i06,20.0.00 252;2.25.00 $ M5, 500,00 1100 Summit Avenue, Suite 614 Forl Worth, Texas 76102 Tel 07:529A00 Q 0 Halinfeld Hoffer Stafford January 25, 2022 Page 5 Completionbf.ConstructionAdministtration + $29,500,00 $295,O.U0,00 Additional Services fees will be billed monthly based on the percentage of completion of the Additional Service, TERMS AND CONDITIONS; Work Linder this proposal will be performed in accordance with Attachment A Terms and Conditions for Professional. Services, dated January 25, 2022. rO m or GUNTRAGT: If this proposal meets with your approval, please sign where indicated and return an executed copy for our files. We deeply appreciate this b.ppiortunkty to be of service and look forward to working with you on this project. Sincerely, SOLARE ENGINEERING T60 l,. Thompson, President Date: 1/25/2022 .Accepted: Mahrifeld Hoffer Stanford David Stanford, AEA, NC.AR 3 Date., 1306 Summit Avenue, -Sulto 514 Fort Worth, Toxas 76102 T©I 817,529,6800 vrvryV.t ol;u;c o�t0:rprn Attachment TERMS AND CONDITIONS FOR PROFFESSIOI AL SOMMS DErINITIONS: The term CLIENT as used herein refers to Hahnfeld Hoffer Stanford. The terra ENGINEER refers to Solare Engineering Unlimited, Inc., its ernplayoes and agents and Its subcontractors, The AGREEMENT consists of these Standard Terms acid Conditions, the proposal letter by ENGINEER, the AIA Standard Form -of Agreement between Architect and Engineer; Purchase Order, or other legal form of authot!mtion by CLIENT, WORK is defined as professloi7al servlces performed by ENGINEER under the tel.,ms of the AGREEMENT. $CODE REVIMONS: Changes in the scope of the WORK initiated by CLIENT that result in a change in the time or cost to the ENGINEER to provide s00des under the AGREEMENT;shall result In -a mutually acceptable modification to the time and .compensation levels in the AGREEMENT, Such changes.shall be made in wdting as an amendnlont to the AGREEMENT, INSURANCE: ENGINEER shah provide to CLIENT certificates of insurance if requested Which shall show proof of the following levels of minimum coverage: Commercial General Liability General Aggregate $1,000,000 Automobile Liability 0L $�,QQ{I,UCIO Pirr�fes,slonal LiablRy Annual Aggregate $1,000,000 OW tR51-fiP OF DOCUMENTS. All drawings, specifications, reports, and other project lnforM0jigA Ieveloped in the- execution of the WORT J( shall become the property of the CLIENT upon payment of ENGINEER'S fees. ENGINEER may retain copies for record purposes, CLIENT agrees to indemnify ENGINEER from all expensos, losses,. and 0mages caused by the use of the documents for other projects iitiiithoutthe cofturneke of ENGINEER. INFORMATION PROUIKD BY CLtENi; ENGINEER shall not be liablo for dofects in the WOlkK attr butabie to ENGINEER'S- rellaoce.upon, ar use of, data, design data, plans, specilleatlorls, Terms And Conditions for Pfofessionai Servlees Page Z or other Inforrnklon furnished by CLIENT and CLIENT agrees to indemnify and hold harmless the ENGINEER from any and all claims and judgments, and all fosses, costs and expenses arisi ng- therefrom. CONSEQUENTIAL DAMAGES: ENGINEER nor its subcgat.ractors shall riot bn.liable in. contr_att, tart, str€ct liabifity, warranty; or otherwise for'ony special; indirect, iricidentaf or consequential damages, such as lass of product, loss of use of the equipment or system; loss of anticipated profits or revenue, or cost of increased exponse of pperation. GENERAL REPRESENTATION DURING CONSTRUCTION: if required by the AGREEMENT, ENGINEER will furnish General Representation During Construction according to the. scope defined for these -services. ENGINEER will visit the job site with the frequency and number'of trips defined in theAGREEMENT to observe the .progress and the. duality 'of work. - The ENGINEER shall hot.have control or charge of, and shall not be. responslblo for, construction means, Methods, techniques, sequences or procedures; for safety precautions and programs In connection Wfth the WORK, for acts or omissions of the Contractor; Subcontractors, or any other persons pefforming-any of the WORK; offor the failure of any of them_ to carry out the WORK in accar�fance with the CCjNi ftACT I3©CUMENTS: RFTTERMENT: If, due to Solare's error; any reglrlred item or component of the project Is omitted from the ConstruOfoh Documents, Solare shall not be responsible fo,r .paying the cost to add such item or component tb the extent that such item or component Wpuld have beer) atherWlse ni?eessary to the project or athePwise adds value_ or betterment to the project, Solaro's liability will be limited to the cost of providing the necessary engineering tp add the item or component. DISPUTE -R.E8 1WTION. In the event that issues arise that cannot: be resolved by discussion between the two parties or throughnon-binding mediation, the -solo refs etly shall liy adjudication through courts of lavw..Arbitratloh will not be utillzed. CERTIFICATE.OF MERIT: The CLIENT shall. make no clalm for profe sslbnal negligence, either directly or by way of a cross compimnt agafnA the ENGINEER, unless the CLIENT har first provided f he ENGINEER with a written certification executed by an Independent consultant currently practicing. in the same disclpline as the ENGINEER and r'icensed in the. state. Lin which the project is locafied. This certification -shall: aj contain the name and license number of the certifier; b) specify the acts -or orriiss€ons that -the certifier contends are not in conformance with the standard -of care for a consultant performing professldhal services under similar circumstances; and cj state in detall the basis for the certlf€ergs opinion that such acts -or omissions do not conform to the standard ofeare, This certificate shall be_pr6VIcled to tho Terms And Conditions For Professional Services Page 3 ENGINEER not less than thirty (30) calendar days prior to the preseiltk1on of any claim or the institution of any arbitration, mediation or judicial proceeding. This Certificate of Merit clause will take precedence over any existing state law in force at the tji-no of the claim. ,ATTORNEYS' FEES: In the event of any Litigation arising from or related to this Agreement or the services provided upOer this Agreement, the prevailing party shall be entitled to recover frorn the non -prevailing party ail reasonable casts incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation. in the event of a non -adjudicate settlement -of litigation between the parties or a resolution of dispute by mediation, the term "prevailing party" shall be determined by that same process. ROMBURSABLE EXPENSES: Reimbursable expenses will include. Travel outside ofTarrant or l allas.counties, U motel, 'motel, airfare, meals, and transportation costs when outside Tarrant or Dallas counties. AttachOent B SOEARE ENGINEERING UNLIMIT0, INC. .FIailrly 0111ing f;anges I- EMPLOYEE CLASSIFICATION PH11CIpal Mephan cal Engfneer Electrical lEnginger Fire Protection Engineer Mechanioaf besigncr Electrical pesigner Plu€nbfng,DQ. igfiet CAI)b Technician Word Proi'essor RATERANiGI IMUL'I'IPLIER IBILLIfIjGHANGE FLOW JHIGH ( }Lbw klml , $40.05 $75,00 2,$ $100;13 $197.50 $22 00 $43.00 2,5 $55.00 $W,50 $22.00 g4.1.00 2.5 $55,00 $107.50 $38.00 $95.00 2.5 $95.00 $112.50 $20,00 $31,00 2.5 $50.66 $77.50 $18.00 04.00 2.5 $45.00 $85.00 $1400 $25,00 15 $42.56 $62,50 $1.5,00 $20.00 15 $37.50 $50.00 $13.65 $1.6,00 15 $94:19 $90.00 Attachment C ADDITIONAL SERVICES (IF REQUESTED) Design for an Emergency Responder Distributed Antenna/Repeater system (qAS) In accordance with the Interhatl.onal Fire Code -and NFPA 72, The system is provided for the purposes of amplifying Emergency Responder radio signals to achieve minimum signal .strength in all areas of the building. The equipment will include repeaters, transmitters; receivers, signal boosters, cabling, fiber distributed antenna system and other corhponent: required for proper operation. 7, Energy and/or economic analysis of alternative o iulprnent or systerhs other than the work required to complete the mechanical,and electrical portions of applicable energy code reports. 3. if ati energy njodel Is required to comply with the perforMance-based energy compliance path in aceardopce with the lnternationai Energy Code, scope Includes energy model comparing baseline building vs proposed building energy cost in accordance with International Energy. Conservation Code or outer codes having jurisdiction; This includes submission of englheering report to AHJ and assistance responding to ,? HJ comments. 4, Modifications to existing utilitios not Mcludod in the basic scope of service or outside the area of work. Revisions to previously approved plans and/or .specifications. This includes any changes or incorporati.oD of "Ilh'' iterps requested by the client or their representatives after sealed coni:ract documents are issued. 6,, if construction. costs. for the building design exceeds owner's available funds and j redesigil is required by Solare, then the cost for this redesign .Would be considered additional services. 7. Development of a set of record drawings based on the contractor's marl( ups. 8. Leadership in Fnergy and FnWonmental Design (LEER) modeling or design incorporating any EI~ED tertificatinn goals. 9, 17esign and/or construction phase cbmhii5sl.oning'services fOV MEP&FP syster6s. 10, Site visits beyond. twelve. (.12) man -visits In the basic services ($400 per man -visit). UUHAIYA1// V/ To, Mr. David Stanford, AIA Principal Hahnfeld Hoffer Stanford) 200 Baliey Avenue Suite 200 Fort'Worth, TX 76107 Dunaway No: POO1030.013 March 3, 2022 Reference; Proposal for Profess Iona 1'8ervices From: WRMC Sheep and Swine Barns In Fort Worth, Texas Rikkl Dee Weaver, PF Discipline Lead I Mr, StOnford: Associate Dunaway Assoclatas, LLC (Dunaway) Is pleased to submit this proposal Punawdy Location for professional land surveying, civil 'ehgineering, and landscape 550 BailoyAvenue architecture services on the above-referEnced Project, Based on the Suite 400 conceptual design sent December 1, we belloVe the following scope of Fart Worth, TX 76107 services will meet the. needs of Hahnfeld Hoffer Stanford (Client) for this Project, Firm 010098100 Project Understandinq This project includes the renovation of the Will Rogers Memorial Center Sheep and Swine Barns, This includes the addition of restrooms to the to the north, Sidewalk entry improvements to Burnett -Tandy, replacement of Chain -link fencing with the WRMC Qrnamerital Fence from Horley to Burnett Tandy, new roiling .gate; potential gate house, cattle tie-ins to the west, chd loading dock area to the south: It is assumed the proposed r~xhlbits Building Will not be part of this effoft and the Final construction doouments includes specifications for the project. This scope does not include construction documents on, public improvements, rather connections to -private sewer on. fhe north and south ends of the site with the passibility of a new domestic and 1 orfire wetter service, We have also assumed the pavement area to the west of the Swine Barn will be repaved with concrete but these efforts will not include upgrades improvers rits to the RV services: Due to the addition of the restrooms on the north end, two existing oak trees will have to h6 removed. Dunaway will wotk with Cho..City of Fort Worth Park department to .document' the tree retention, removal, mitigation, and the protection of the adjacent trees during construction. dunawcay.corn Proposal forprpfpsslopal Sorvloes VYRMCSheep and Swine Barns |nFort Worth, Texas Page Executive Fee�SurhmdrV g,^,.`.,°,°~,~v...... .~_~,...... ,~,,~,..,$48,800Lump Sum ].Topographic ,,_~^,^,,~,_^,~,.,,,°,.... Lump Sum 2. Scanoling the Inside of Sheep & Swine Ra[A».................................... .^. Lump Sum 8L Ufliy .......... *"°'.~_'............. $]9,3lULump Sum .~,,,,._,.,,^,,.$113,.300 Lump Sono � 4. (�op[d��UaO\v�h ........^...~.$1�K)ULUm�` VD1 5. {]vU-S—~_........ Lump Sum Fin$74,11Esfimate 7' Ck/ �CohSfnuC1koDL)ocVDleil1s(PUYate)...............—...^....,..$36,5mJLVO3poVD1 .8^ Landscqpo Architecture - Constructionbo.cVments/ y—...$4,4l0Lump SVDl 9. Public Utility Connection ................... ....... ^,...... .... .,..,,,, Lump Sum 18. Storm Water Pollution P[eYonfioDPlan (SVVppP)..................................... $3Y0OLump Sum ll' Drdinage Siody""~^~`^~".~~~'^~~.~,r,^^+...... $l4J]0JLump Sum 12. Qrading Permit ...... ............. ~.r'`.~................. ^......... "w~~........ Lump Sum 73. 7}eeRdA0oval a�dTree PkaOfiUoPerD1�.....^.....'..........^..... |un�oSUn1 i/[ Design ...................... ".^.'".,".,.`,.............. ~~.,......... ,` 1116wrly EgftqtOd 3envlcep FEE Dunaway proposes -to provide 1he scope of work desc.ribed bolow for a fee as shown above, plus -a 2% administrative feei direct experisesL, and any applicable State 8ale.� Tax. All and are not Included In Ppnaway's pro . posed fee. Home find attached fo this prpposal our Standa�d Tetms & c6ndifiohs foi- profi!�ssiondl services, WhichN also part of this rropbml. DETAILED SCOPE OF WORK PRELIMINARY SURVEYING I To,9darqr)hlc SLjrvev - Dunaway witl provide a Topogrgiohic Survey of the hatched qreq 'qs shown on t.h,o attached E*�lblt "A". O'ne-foot Iriteirval contours Will be deVolopbd based upon the results of -the meaWr6rhehu taken. Exisfing visible utility fddlifibs; wIll be located and depicted on the fai�e of the survey along with any otho.r which the elevationg are based will be CIty of Fort Worth dunuway-com �lDUNAWAY Proposal for Professional Services WRM:C Sheep and Swine Barris In Fort Worth, Texas Page 3 As owner of the property, Client hereby authorizes Dunaway to enter upon the property for the purposes of conducting Dunaway's work thereon, If Client Is not the owner of the property, Client is to obtain such authorization from owner grid provide same in writing to Dunaway at the same instance theft Dunaway receives the written notice to proceed. 2.. Scannina the ihside_of Sheeip & Swine Barns. -- Dunaway will a topographic survey of the inside of the WRMc Sheep & Swine Barns, colleetlng data of the Interior shape of the two barns to create a surface features, along with key spot elevations and contours. As owner of the property, Clienf hereby authorizes Dunaway to enter upon the property for the purposes of conducting Dunaway's work thereon. If Client is not the owner of the property, Client is. to obtain such authorization from owner and provide same in writing to Dunaway at the some. instance that Dunaway receives the written notice to proceed,. 3. -Subsurface Utility Exploration (SUE),-- Du.naway has solicited o bid for subsurface utility exploration (SUE) for this project. The SUE will Identify franchise & public utility locations and potential conflicts with the proposed project. This work will be coordinated -with topographic survey to: minimize utility conflicts during construction and increase the accuracy of the construction documents: The SUE will be performed at Level B service to locate all utilities horizontally. Upon completion, vertical elevations can be obtained by conducting a Level A service,, Seobe of Work Based on information provides[ by D.unaWay, The Rios Group (TRG) has developed a preliminary scope for the SUE work required for this project. The scope of work may be modified with Dunaway's concurrence, during the r)er forMonce. of the :Sul= fieldwork if warranted by actu:al'field findings. The scope of 'this proposal Ineludes quality Level '�A" and "B" SUE. Utilities to be desighatod includo gus, telecommuhicotions, electric, trciffic signals, storm, water, and sanitary sewer. Designating will la'e performed within the red limits (not -inside the bulldin_g�) .as shown in In the attached "Exhibit A"-. As regvftted, five (5) QL "A" test holes will binc luded cluded in the budget. Test hale located will be determined by Dunaway and TRQ once- the QL "B SUE deliverdble has been rovlewed. TRG will helve all designating marks and test holes.surveyed using proje:cf control point delta provided by Duntwgy. Any necessary Right-of�Ehtry (ROE) permits will be provided by Dunaway prior to the start of TRG.fleld work. Desianatina Procedures Prior to beginhing field designating activities, TRG's field manager will review the project scope. of Work 'and ovolla01e utility records. Once these initial reviews -are dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine: darns In Fort Worth, Texas Page 4 complete, the field manager and technicians will begin designating the approximate horizontal position of known subsurface utilities within the specified project limits. A suite of geophysical equipment (electromagnetic induction, magnetic) will be used to designated metallic/conductive utilities (e.g„ steel pipe, electrical cable, telephone cable). TRG will establish routine, ordinary traffic control (cones and free standing signage, etc.) whenever required as part of our standard pricing. If non. - routine traffic control measures are required (barricades, flag person, changeable message board, etc.), these services will be considered oktra. Accurate collection and recording of designated utilities Is a criticdl component of the SUF process: TRG utilizes a proven method of coilactino and recording survey fnformation once the vtliitles have boon doslgnated in the field.. TRG'5 field manager will produce detailed sketches depicting the utility as well as relevant surface features -such cis roadways, buildings, manholes, fate hydrants, utility pedestals, valves, meters, etc. Each utility will be labeled With a unique ID code. For oXample; if two different water fines exist on the project,_ one will be labeled W 1, and the other W2. Paint and pin flags will be'used to designate the utilities in the field. A labeled pin flag or paint mark Will be used to. mark each location where a survey shot is required. The locations will be numbered sequentially for each individual utility line. For Example, if there are 1.0 shots required on water line W 1, the points will be numbers W 1 -1 through W 1-10. Locatina Procedures TRG will utilize nondestructive vacuurh eXcavation equipment to excavate test holes at the required iocations. Due to the risk of damage, TWG will not atfen)pt to probe or excavate test holes on any AC water lines unless approval is obtained for the owner in advance. 'Once each utility fs located, TRG will record the utility type, size, material, depth to top, and general direction. Each test hole will be assigned a uniquo ID number and will be marked with a nail/disk. The test=hole ID number and other pertinent utility Information will be painted at odch test -hole location. We have assumed that cell fest holes will bo in areas that are accessible tQ truck - mounted equipment and that routine traffic control, (cones and free standing slgnage, etc.) will be required during the performance of the Ql. "A" Su work. Dellverabfes TRG Will produce a utility file, in AutoCAD format, depicting the type and horizontal locgtloh of the. deMgnated utilities, The size of each utility Will be-preserated In the utility fife int tills information is indlcate.d on availalale record drawings.. TRG will also provide a summary sheet of the test hole corordinate data and depth information. Dunaway will ptbvlde TIRE will base map/topogfdphlc files for use in preparing'}he utility file. Schedule Field work can cernmbhce within approximately 2 weeks after receipt of NTP. TRG estimates thclt the work can be completed in approximately 3 weeks, dunaw.ay.cvm DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns In Fort Worth, Texas Pcige 5 PRELIMINARY DESIGN 4. preliminary Coordinaflon with Cifv Staff -- Dunaway will request a Pre -Development meeting with Cij'y staff to discuss. key Issues related to this Project. We will present preliminary information concerning this Project to City staff members to identify any unusual issues orsteps required to achieve a timely review and approval of plans after design efforts are complete. 5, Civil - Schematic Design/Design Develooment Documents dnd Specifications 7 Dunaway will prepare Schematic Design documents for the private improvements required for thi$ project; See Tentative list of documents below, Once Schematic Design documents have been dccepted, Dunaway will prepare Design Development documents for the private improvements required for this project. See tentative list of documents below; Dunaway will review architectural provided specifications for the private improvements required for this project. Schematic. Design__ bemolition Plan Site Pion Utility Layout Paving Plan Frosion Control Plan Design Development Demolltion Plan Site Plan Grading Plah Storm Drain Plan Drainage Area Maps Utlllty i_ayout Paving Plan Erosion control Plan & Details Construction Details b. Landscape Architecture -- Schematic Doslan/Design Development Documents Dunaway will develop a Conceptual Planting Pion for review by the Client. This preliminary plan will note all proposed planting areas dnd the general type of plant fnateNdl proposed, This conceptual plari will take into consideration applicable ordinances and guidelines. The Planting concept will be produced by hand of in CAD. Dunaway will review these conceptual Planting design drawings With the Client and txddress any comments in a refined preliminary do.$Ign plan. FINAI. DESIGN 7. ron_struction Documents - Private Improvemenis. - ❑undway will prepare construction documents for the private improvements required for this- Project. These copsiructlon doournents will .be signed and sealed by a Reg1st6fed Professional Qnvineor licensed in the Stafie of 'Texas and will be processed With the City of Fort Worth for approval and coq0tuction. Dunawcfy will review architectural provided spocifioatlons for the private iCnprovement� required for this project. Any e�anges to the Construction .Documents which result in a substantial chdnge In the.Project shall be considered additional services. A subsfantial chgrige Would Include a ch'cinge in (i) the -slzo or complexity (1I) the Ownor'-s schedule or budget for the Cost of World; ar fiiij procurement or -delivery method. Any Services -to correct errors by Dunaway in .the dunaway.com Proposal for Professional Services WRMC Sheep and.5wlne Barns In Port Worth, Texas Page 6 Construction Documents or efforts to correct the Construction Documents to conform to previous instructions from the owner shall not constitute additionai services. A tentative list of drawings to be prepared for this Project follows. Demolition Plan Permitting Site Plan Grading Plan Storm Drain Plan Drainage Ares( Maps Utility Layouts Paving Flan Erosion Cbntrol Plpn & Details Construcfion Details B. Landscape Architecture -- Plantiho Deslan -- Construction Documents, -.Dunaway Will produce detailed planting plans based on the approved preliminary design; taking Into consideration any comments from the Client. Dunaway Will produce planting plans at art appropriate scale indicafing plant location, species; quantity; size, etc. The plans will be produced under the supQrvision of a licensed Landscape Architect and will be suitable for submittal to the appropriate municipal agency and for bidding This task includes one round of plan revisions to simultaneously address Client and City commen#, Once the 100% Construction Drawing plans are completed or the Building Permit is issued, Dunaway has completed the Base Scope of Services. Any additional revisions to the construction documents or value engineering changes will be considered extra on gn hourly basis or agreed upon compensation with the Client. 9, Public Utilltv Connection " Dunaway will coordinate and propam the necessary exhibits and quantities for the City of Fort Worth Miscellaneous S:ervices. Deporfmont to connect water and sewer improvements from the.existing facilities to the proposed expansion. The exhibits will be submitted to the City of Fort Worth far IrOView rind approval, l o. Storrn Water Pollution Prevention Plan (SWPPP) i if the client chooses to repair the pavement to the west of the swine berm, it 1s .d tielpated a SWPPP Will bb required by the City of Fort Worth. Dunaway will prepare d , WI PP template for use_by the Client's contractor. This "template will be prepared in accordance with Texas Commission on environmental Qu.a)ity {TCI=Q) regulations for -the Texds Pollutant Dkchdrge Pliminatibri System (TPDE-S). It should be noted that it Will be trio Client"s contractor that will be responsibte for compl0fing the information required by the template gnd for performing the required inspectlons and maintenance reports. Dunaway will assist the Client lri comploting the reoL*ed Notico-of-Intent (N41) that will need to be filed by both the ClleM and the contractor. 11. Drainage Studv - If the client chooses to repair the pavement to the west of the swine barn, if is anficlpated a grading permit and drainage sfudy will be required. Dunaway dunaway.cam DUNAWAY Proposal for Profes'siorial Services WRMC Sheep and Swine Barns in Fort Worth, TOxas Page 7 will prepare a 'drainage study for the site qs requlred by the City of Fort Worth. The study will show proposed and existing conditions, conduct dh analysis of the existing drainage pgtterns, and Indicate no iricreo5e in runoff,. It is hot anticipated that the City of Fort Worth will require analysis of the existing -storm draip system, or analysis outside the property boundary, they will be -addressed as ah additional Fee that will be coordinated with file Client. 12, Grading Permit - The City of Fort Worth requires d ,grading permit for any land disturbance of one (1) acre or more. It the client chooses to repair the pavement to the woq of the swine barn; it is anticipated .a grading permit sand drainage study will by required. Dunaway will assist Client in the grading perfnit application and assist in coordination with City, for the permit approval. The grading permit application will require, at minIMvm, the following list of sheets: • Erosion Plan • Grading Plad • Storm brain Plan • Utility Plan Also, the release of the Grading Permit will require the approval of the following applicgtiorw, o Tree removal and Tree Planting Permit �- Storrinwater Pollution Prevention Plan .(SWPPP) m Drainage .Study All application fees required by revlew authorities will be paid by the Client and are not included in Dunaway`s proposed fee, 13, Tree Removal and Tree Piantina Permit — Dunaway will prepare the appropriate exhibits Io satisfy the tree removal and tree planting permlt requirements, Dunaway will submit these tree planting and irrigation plans to the City Forester for,approval. This permit needs to be approved prior to any trees being removed or planted; This task'will include one site visit to verity the tree species, caliper size and he.altll of the existing trees to assist in the dpcumentcttiono.f these permits. '14. Irriadtion Design=Upon•completioh and approval ofthe final planting plan, Dunaway will produce irrigation plans indicating irrigation component locations and Installation details ;for heads, valves, piping, controllers, otc., which will �e prepared to a level consistent with submission to the approprlate municipal agency and for constructlon, The plans will be produced under the supervision of a licensed Irrigator to a scale appropriate to the level of detail required for the Project. Dunaway will provide appropriate desigin calculations, details, and specifications 15, Owner Meetinas and Conference Calls Dunaway will .attend required project design coordirjaflon meetings and conference calls on an as -needed basis. As part of the base scope of servlces we hava i iluded up to ten (10) meetings grid twenty (!O) roan -hours for this effort. if additional time is re fit sired by the Owner; we can perform this service on an hourly•bgsis. dunaway.com ODUNAWAy Proposal for Professional Services WRMC Sheep and $wino Barns In Fort Worth, Texas Page 8 Only those services specifically mentioned in the Scope of Work section are offered as part of this proposal. ADDIT16NAL SERVICES (not.lricluded i'n proposal) The following is a list of some, but hot necessarily all, of the services that can be useful or required for a Project of this type. The listed services have not been included in this proposal. Dunaway can provide orsub=consult many of these services if desired by the Client. If the Client determines any of these services is desired, Dunaway can either amend this proposal to ihcorporate the desired service or services or recommend other actions to cover the needs as expressed. 1. Construction Administration -- Civil and Landscape 2. Survey internal to the building, or specific external items other than the building corners: 3. Construction Documents - Public Improvements 4. Flood studies for changes to FEMA flood maps, 5.. Phase 1 and Phase 2 Environrrientai Site Assessments. 6, Wetlands delineations and Section 404 permitting through -the US Army Corps of Engineers. 7, Electrical site fighting design. 8. Detention pond design or analysis. 9, Dosign Elements within 5-foot outside of the proposed bullding improvements are not included in the civil and landscape scope, 10. Design of franchise utilities (gas, electric, telephone and cable TV) will be conducted by the franchise utility companies, Usually, each franchise utility company will provide its own design. If desired, Dunaway will show the conduit for each of these on our .drawings provided that the size, number, and material for each conduit is provided to Dunaway by the utility company, 1 ] . Construction Staking -- This service can be provlded, if requested, and will be authorized under d separate proposal or included in this one at tho client's option. 12. Surveying services such as boundary surveys and gs-built surveys and easements by separate instrument are not included unless specifically mentioned in the scope of work. 13. Design of off -site public utility extensions Is not included unless specifically listed In the proposed scope of work, 14, Design of offsite paving Improvements is not Included unless specifically listed in the proposed scope of work. 15. Sgii invest! gation/Lgl?oratory Testing -- IDunaway recommends that. the Client retain an independent labardtory for use in any testing required during the design phase, i.e., for density approval in'the street rights -of -way, and for any site excavation and embankment that might be required for this Project. 16. Construction Inspection services are not Included, Dunaway does not provide corist(Octioh inspecfion services. Normally, we reoornmehd that the Client retain a geotechnical engineering consultant to provide construction inspection services for private improvements. 17. Structural design of retaining walls and fence columns. dungway.com DUNAWAy Proposal f0f Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 9 18, Miscellaneous steel, including, but not limited -to, guardrails, handrails, metal pan stairs and barriers. 19. Redesign efforts related to scope of work or b.ui(ding footprint changes after slcdnificont design efforts have begun or redesign efforts fo meet construction budgets are not included. If this proposal meets with your approval, please sign below, and return one copy to our office as our notice •lo proceed. We appreciate the opportuniiy to assist you with this Projeci and look forward to its success. Respectfully submitted, DUNAWAY ASSOCIATES, LLC; a Te)cas limited liability company Rikkl Dee Weaver, PE Discipline Lead j Associate Josep oack Vngagernent Manager I principle By: Name:. Title: Date: Attachments: Exhibit A, Standard Terms & Conditions RDW]lau .Agreed & Acceofed HANNFELD HOFFER STANFORD G:�Y(aduc11pn50Q\�ClF000\g�ID34�PropdsaY�013-Sheep dncl SYrina Ba��s\P00lA30.Oi3-V1RFhC Sheep 8ntl Sw]no Prbgosfll =202k g303,da�x dunaway.com DUNAway Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 10 EXHIBIT $$A" p IOU 5CALC rrEr t 1 - -:.IN, . 17 NXTCNING TOPOGRAPHIC SURVEY LIMITS F SCANNING 1NSIb5 OF EARNS uNA1W aD P611Dy mo.%l 5 • W104R7 • tell w„UI. ford 161 pl t1N*i117m5.1121 mm EEaRUARY m, 2022 f1ilOWSIPA143I1IP098100 bUNAVW JOB NO. P 01030.013 donaway-com DUNAWAY STANDARD TRAM 8, COKINT11ONS Pcige 1 of 2 These Standard Terns & Coridlllons We attached to and fully hicorporalecl Into,the Base Contract. The Base Contract, logethervrilh these Stdrtdard Tetms and conditlons, Is samallmes called Ills "Agreement" hereln. I. Bails of ColnpOnsalfon, Profe''Wohdi 5e'rvides shall be billed rnopthl} and based upon eflher' d percent complate (or lump sum tasks pr Dunaway Associates, LLC's Standard Hourly Sill Rate Schedule. This Schedule is updated annually in .lontr6ry, P22 STANDARD HDURLY BILL RATE SCHEDULE STAFPIY H 'URLY BILL RATE~ Adminlstratlya............. ....... .. .........."�0,00'- $t60.00 Information Systems ........ .......... —1............ $110,00- $121.00 Marketinglausin6ss Development.,;,.,,.,$95.40- $275.00 Financial,. ..,,,. I...................$125.00- $206.00 Civil Technician.....................................$10000- $121.00 Civil Deslgner........ !.. ... ...... ................... $65.00 - $143.00 Grodu'aleEnrdirieoi...................................$130.OU- $144.00. Project Engineer ...................................... $145,00 - $226.00 ... Managing Lngineer................................. $170,00 - $19100 Technical Engineer .................................... $190,00- $286.00 Projacl Surveyor ........................................ $155.00 - $171.09 Survey Party Chief ....................... .............. $125,00- $165.00 Survey Technician.. .......................$90,00- $132.00 Survey Field Assistarit ............................... $70.00 - $88,00 61S........................................ ......................... $100.00- $171.00 Planner...., ....................................$105.00- $231,00 Planning Analyst,.,,..., ., $110.00- $121#' Landscape Architect Intern .................... $105.00- $121.00 Landscape Designer...............................$115,00- $127.00 Landscape Architecl ............................... $115,00 - $165.00 Environmental Scientist . ........................... $110,00- $154-00 Intern,-.. . .........................................$75.00- $93.00 CanslruclionInspectors........................--$65,00- $125,OD Discipline Lead ............................ ...............$145.00- $27010 Engagement tanager.,.,,..,;................... $215,00- $350,(10 Line of Business Manager/Execulive... $280.00-$320,00 Regional Manager/Execu live ........... .$265.00-$292,00 Managing Partner .. .....................$375,00-$420.00 Chatrman/Presfdont......... ..................$475.00- $540.00 Il.'3 Llmllallon a a I ly. To he fullesf Eikl`6 perrrr�tlecC9 low, and noiwifhstanding any other provision of is Agreement, the total liability In the aggregggto of Dunaway A'ssoclales, LLC and Dunaway As 6clales, LLC's officers, directors, porfnars, employe, aggnls unit Dunaway Associates, LLC's Subconstrfionls,' and any of them, to Client and anyone claims g by, through or under Client, for any and all claims asses, costs; or damages whotsoever arising out of, r sulling fforri,'. r In any way, related to the Project or)& Agreement from oriy cause or causes, including.ISul not Ilmlled 10 the negligence, professional errorspY omisslohs, sid6t liability or6reach of contract, ar worYanty express of implied cif Dunaway Associoles, LLC �eDunoway Associsries, l LC's otlldets, erectors, partr(ers, employees, agents 'or DUndwoy Assodates,,LLC's 5ubconsultonts or any of Mom, shall not exce9d the tbtcil Compen'sdlfan rec4fved by Dunaway Assogl6tes, LLC under thls..gar6eMerit. IV, No Dulles to Yhlyd Parlies. The services to be performed by Durigwdy Assoclafes, LLC Underlhis Agreement are intended solely for the benefit of the Cilenf. Nolhinv contained herein shall confgr any rights upon or crew e any duties on file part of Dunaway Assoclafes; C toward any person or persons not .a party la ills Agreement Including, but not'liniited 10 any conlr tor, subcontractor, supplier, or the agents, of cars, employees, insurers; or sureties of any of Ihem, V. Claims LiUled to lnsdrance:CoVerage. The rent and Dunowoy Assdclates, LLC waive ail rights for amages, each against the other and against the �'ontraotots, subconsuitants, agents, and employees oft. 6 other, but only to the extent covered by properly Ins lance during or after construction, except such rights�a's they may have to the proceeds of such lnsurance Fie C9061 and Dunaway Assoclafes, LLC each shot require simildr waivers from their conlractors, sub onsultanls, Grid agents. VI, General Corilydcfor Duties arid Res onslbllliles, Neither the `prpfesslongl aclivllles 'of Dun ay Assodiates, LLC, nor the presoncQ of Dunaway Aysociafes, LLC or Ills or her ompjoyee5 and subconsuljhnts at a construcfion slie, shall rellovo the General C,6nlraclor and any other 6WIly of their obligations, (roes and responsIblIllies Including, but not Ifmlfed to, consiruclion meams, methods, sequence, le iniques or procedures necessary for peifo ing, superintending or coordinating all porfians f the. Wo(k of Consiruofton in accordance with the onlract doeumenli and arty health or safety precou)ions required gyany reguldtorY agencies. Dunaway ¢.ssociol'_as, LLC and his or her personnel have no au horily to exercise any cpnfrol over any construclion c nlrgclor or other enilly or their employees In cone elloi) with their work or any health or safely precouli s,TheClientagreesthatlheGeneral Contraclor is sal fily responsible for jobslfe safely, crud warrants that t s lnlenf. shall be made evident in the Client's agree ens WI the General Contractor. Thq client also ag es that the Client, Dunaway Assoelatos, LLC and Dun way Assoclates; LLC's Subconsullonfs sliall be Indemnl tied and shall be mode addfllonal Insureds under ihV General Confraalor`s general liability Vq. Cancel dfloh-. 1t is-undef3 6odl latlhls Agreehiont Wdy be canceled of any lime by the Client and payment shall t�a due based an the method of computation In Sect n I only on Work performed or expenses Incurred to d6te of cancellation. Ili. No ConsequenflaIDdmages. Nolwlthstanding.ony,other provlslbn dt lhi(s Agreement, nellher parik shall be liable to the olhprf for any consec ueiiiidl damages Inauffed due to IWe fault, of the alhar pertly, regdrdiess of the nature f this fault or whether It was committed by the Z"PClie for Dudclwoy ASsoclate5, 1W, their employoss, r ; or subconsuftonlsi Cansequenital damages !Fr`c[ude, but are not Ilnt[tecj 1br jais of use brill loss of /1X- P#yMenls and Inleti;st, C11enj recognlies that prompt ppayment of Dungvyay Assoclafes, LLC's invotces is, on �essenf lai_aspect pl the overall ccnsiderallon bunaway Associates, LLC requires for providing service to Client, Client agrees to pay all charges not In dispute within 30 days cif dote of Invoice, All accounts past'due 60 days from date of Invoice shall pay fnlerest at the rate of 18% 11.8% per month), or maximum allowable by law. whichever Is lower, of the post due amount per month, Cessatldn of services. If client; for any reasoh, fdils to pay lhe' undisputed porliori or Dunaway Assoclafes, dunaway.com 4 DUNAWAY STAf1411DARD YERMS X CONDITIONS LLG's invoices wilhin 30 days of invoice dale, Dunaway Associates, LLC has the fight to cease Work on the project and Client shall waive aily -claim agafnsl t]ungWay Associates, LLC for.CeSSa1IOn of services, and shall defend and tplei636lfy punaWdy Assoclafes, LLC r from and against any clalms for Injury or loss slamming from Dunaway Associates, LLC's cessailon of servlc, Cliehl snail also pay DunaWdy Associates, LLC the I assoclated with .prernafure project demcibflizaflor In the, event'ihe project Is remoblllzed, Client shall also ay the cost . of rorn011izailon, and shall reneg� ate opproloddie contract terms and conditions, su$fa as those associated with budget, schedute, or scope of senilce. XV, Legal Acilap. subject In all respects to I( other provisions of this Agreemenl, in the evonf Iaq�l action is necessary to enforce the paymenl to s of flits Agreement,;ihe prevaliing party in any suc( action shall be entlifed to collect any judgment br seplemerrl sums due, plus reasonable oilorney's fees, c6bil costs and olher'reawriabte expenses Ine-urred bi`the prevaliing XVI. pady In connecifon With Such coltecifa action. XI. DIspule Resolullon and. Terrrrlridilor). Iy the evenfany bill, arporilon thereof, Is disputea 6y Cililfif, Client shafl nolffy DurioWayAssociates, LLCwjthln l0 Lays of rpcelpt of the bill In question, dnd Client and Du" way Assoclafes, LLC shdlrvrark tdgdther io resolVe 1h mailer w'tihln 60 days of Its befnd cdtied to Du. , ay Associates, LLC's attention. If resolution of the rn or is not gttotnpd within 60 days, either party may ter Inate this Agreement in accordance with -condi ons Indicated In the termination of ogreemaht clause specified in Section VII. XII. Medldllon. In on"effcgrt tofosaive ony corifficts tout arise during ilia. desfgn and, onsiruclion of the Project or following the campfeffgh of the Project, the Gllent and Dunaway Associates, . LLC agree that 'all dlspules fielween them arfs`(n_q .out of or. refdlind to this Agreement gr thqt Project shall be submlitod to npribInding fnedial n un[Qss Iho portles mutually agree otherwise. The.Ci of and Dunaway Associates, LW further dgtoe to i elude a slrYllfar medidilah provision In till adreemenfs vallh Independenl conifacibrs and subconsuttarsls . falned for tlae fraject aria toregLire all Independent eoniraclors and subeonsullants also to include- a s1 I ar Mediation provision in all agreemenis with their su contractors, subconWifants, wpplfets and fabdcdt0s, thereby tiroviding Tor mediation cis -the primary Iliad for dispute -resolutlon between the parties to II those agrpomenis. XHI, srirvey g Regulallons; Land surveying In the State of Texas regutatc-0 by the Texas Bobrd of P{ofessional IF I ers and .Land Surveyor's, 1917 S. lhicMdto 35, Aunt ;Texas 787�1t telephone nvrrmbpr t5.10 940-7723. Du way Associates, LLC Survey Firm"Reg(stratiari #,I b9810o Dyfinaway I VOG SV'rvdy flan Regisfrdfion 4100659. XIV, Aelmbursable Expenses, Other charges. which May f apply to-ihe:cllent's projeot include: 6 A. Expenses included in 2% Administrative Fde, hifiooge, parking, tolls, internal printing, aerials, postage, Fedlik/Courier, courthouse records, fox certiflcates, on.lhe lob meals, Invoicing ilme, field_ supplies, and oih8rioc6l travel expenses. Page 2 of 2 B. All direct non -labor expanses, including fens paid on behalf of Client. bid adyeriising, cilrfare, lodging, and rental cars are charges( at rlclual cosl. .1 C. for services root c ffarbd as d part of DunaW Assoclafes, LLC's horrhal services; the Client may, I his option, contract dlreclly with the third pdrly or such servjces or Wouoh Dunaway Associates, LC If such conlrgc(s are made through Dun ay Associates, LW, a service charge of, 10% Mill be added to the net arriount of such contracts,. Dunaway reserves the tight to amend this fee alley at any given Iime: Ccrilllcallons, Guarantees and Warranlles, 1 Dunaway Assoclafes, LLC shall trot be eequlred to Q ecule any document 14pt' Would refulf In Ifr4 certifying, guaranteeing, orwarranting the existe_ncg'of coiidiltons whose I Isiencb bunaway Associateg I.LC cannot ascodaln: e4 Assignment. Neither party to ihls Agmemeni shall irmsfer, sublet, or asslgn qny rights r duties. under or Iriteresl in this Agreement, incl_udin but"noi limited to monies fhdl are' drrimanies that ay be duo, without the prior written consent o the aiher parly, SubContracilnd -fa subcansultanls, normally canlempiated by The Cons ant as a generaily aecoplec(business.pracilce, s. II not be considered an aSstcjnrneiit for purposes of IN Agreemenl, XVIL Miseelldnedus: A. Intellectual Pronor1V.j he drawings, speclftc-aflons, and any olher woiV products Tricluding but not Milled to soflware ' ograms and efecironic-media nF any descdpi , nj prepared by Duhdwoy Associates,, LLC f r this project shall rernaln the properly of D haway Associates, LLC and Dunaway AM' ales, LLC shall retain all common law, stafulory'"nd other reserved rights, including life copyright, here applicbble: B. Cnike Aareemenl. This Agreement Is the entlre- agroeiment VplW@9t) the Poidles. %41 respocl to the subject mq ter of this Agreement and shall b�e binding 6�6n grid inure to the boheiit of the parties hereto a d their rbTpecilvd legal represenlalive3, fielrs, su, assors, and assl' C. C�auntq arts, This Agreement shall Jae executed with o tor more separate counferpads; each of whfct When so exscuieid, shall, together, cons ilute and he orte idihe.soob Insirurbebt, p, Govbrnina Law and Venue. This Agreement shall be' grned by, and comlrued in pceordance /PropoPOI 4thesubstantive laws or Iho state of texas and parties hereto -agree dnd consent that Venuo soli purposes shall betn Tarrant Cauply, Texas. E.aosal Exolydlton. 7hg terms staled In the are valid only If,pxeculed by both ppotps. wl(htn 4Q days tro n1he date of the proposal. F: Free Publtcliv; Duntiway Assoclafes; LLC has the right to nhgtgqfar)h the dbbVb named project and 10 use the photos in ,Fie 'promotion of ilia pro€esdongl pracltee of Dunaway Associates, t.LC through adV"eHisiog, public retdtfons, brochures, tar other mdrkeling maleeals. Should additional phofbs be needed In the future; the Client agrees io provide reasonable access to the ptojecl. dunawgy.conn -11 JAB .r Ir, 51me!?35 -1-e", LL[ CONS OLTA N IS 'IN A COUSIICS, S ❑UND R EINV0RCEMENT, SI' A UDIOVISU.AL $ VSTGtdS 4245 NnnrTl OEUTRAL EKPRESEWAY, SUITE 600 i1ALLAS, TEKAS 76206 voice: 21d.519,4500 milv.halausLin.com February 8, 2022 David Stanford Hahnfeld i=loffer Stanford 200 Daily Avenue, Suite 200 Fort Wafth, Texas 76107 Re: WIill Rogers Mornorial Center --.Sheep and Swine Barn Renovation AV Consuiting and Dosign Services Dear David: We are pleased to present our proposal for AV consulting and design servlces for the Sheep and ,Swine Barn renovation at WkMC, Based on our understanding of the project, the proposed Scope of SeNJQ9S is presented for gout 1-eview and approval. SUOMARY', Building Program includes the following: o Sheep Barn Swine Barn Arena Lobby/Resttooms itxtericjr Areas Immediately outside of Balls Scope of Services: 1, Acoustical DQsign of the Ai-eha 2. Sound Roinforcemeht Systems 3. Distributed Video over 1P System 4, Digital Display 1 Scoreboards for Arena 5. Empty Coriduit-and Power Advisory for all AV Systems In Scope SCOPE OF 8ERVIGES: Schematic nosh n Phase: 1. Prepare conceptual acoustical drawing markups for acoustical treatment in the Arena: WPM(,— Sheep and Swine Barn Renovation - Proposal -:N,7`. February 9, 202Z (,..kAm Page 2 2, PartioIpate in meet€hgq' With all partic€pants Ill the project in order to establish AV Systems program and budget. 3, Submit an AV Program Harrativo and Gast Eatitrrate. 4. Work with design team to reconcile AV program with available budget, 5. Submit a revised AV Program Narrative and Cost. estimate, if necessary, g, Attend design and owner's meetings, as required. l�esl�t7evetopmeni Phase: Assist in fur(her development of acoustically critical spaces. Provide continuing input on acoustical finishes in the Arena, 2. Provide outline specifications for acoustical products recommended in the building, for.use and lmplerrientat€isn into the construction documents by the.Architeat. 3. provide €riitial.sti'ucfural, electrical, and heat loads for AV systems for use by the des.1" team, 4, Provide I'evised cost estimates for AV Systems. 6. Prep8re outline specifications and preliminary drawings for Ali Systems. 6. Assist In development of control rooms and other support spaces for the AV systems. 7. Meet with the Owner's "technology Dai]P tmerlt to ensure AV Systems are being designed to rrroet Owner's technology standards, if necessary'. 8, Attend dbslgh and owner's meetings, as required. boristruction Documents: f. Assist in -imple'Wentation of acoustical recommendations Into the Architect's construction documents. .2. Provide specifications related to recommended acoust€cal products for liripleriientatlan Into the final construction documdrits by the Arch€test. 3. Review -the deslon team's. in -progress Construction Dowment draWIngs: Provide review aoinmonis oh: the atchitectural and building system cvtnporterrts reloted:t9 acoustics.; 4. E3NOss and coordinate what, if anyi portion.of the AV Systems will be part of the I F&E package. 5, Provide updated structural, electrical, and heat loads for AV systems for use by the design team. 6. Provide final cost estimates for the AV Systems, Adjust. AV Systems design to meet agreed Lipp budget within the Construction Manager`s cost estimate, i 7. Meat With the Owner to review in -progress AV systems construction documents, if necessary. Q.BA 1 �' Barr rocs of a <: WRMC -- Sheep and Swine dam Renovation - Proposal February 9, 2022 Page 3 Prepare complete and biddable AV Systerns drawings and specifications to include power and infrastructure reference drawings, device plans, schematic one -lines, equipment raolc elevations, AV plate details, and apy other drawing or detail deemed necessary for bidding purposes. Submit progress sets at agreed upon milestones, as directed by the Architect. 9. Review and coordinate the AV Systems design with the in -progress Architectural and Electrical drawings. 10. Attend design and owner's meetings, as required. Bid Phase: 1. Assist the Owner in Identifying potential AV Systems contractors who are qualified to conplete the level of work detailed in the AV System drawings and specifications. 2. Prepare addenda of the AV System drawings and speciflcatioils, as required. 3. Assist In answering any RFls during the Bid Phase related to_ the AV Systems. d. Provide feedback to the Owner, as required,'on the bid proposals submitted fly the qualified AV Systems contractors. 5, Attend the Pre-Bld meeting, ff required. Construction Administration Phase (Paid by City of Fort WoRhl: 1. Provide assistance to the Architect and GM, as required, to resolve cohstructjoh site questions and coordination issues. 2: Provide revlow of shop drawings and subrrrittals associated with the AV -System design. 3. Answet any Ms. related ta'the AV Systarns. 4. Visit, the..slte at agreed upon limes to review work in progress related to the AV Systems. Prepare site observations memos at the conclusion of each visit. Project Closeout Phase (Paid by City of Fort MAM: -i. Upon AV System installation completion, visit the pull.dind'to perlOTM AV System Commisslo.ning services. Th[s.Includes audio systerr1 setup and tuning; video system testing and setup; and a 'walk-through and initial tralning"session with the end users. 2. Prepare All Systems punch -lists for correction by the AV Systems contractor: 3. Upon AV Systems punch -list completion by the contractor, revisit building to Verify ail Items have been corrected. INRMC — Sheep and Swine Barn Renovation - Proposal } ;} February 0, 2022 Page 4 Far the services listed above, the following fee schedule. is proposed; AV Systems - Program(Concept Phase 5% $2,350 AV Systems — Schematic design 15% $7,050 AV Systems -- Design Develepirient 30% $14,1100 I AV systems -- Construction OocumenW 30%6 $14,100 J AV Systems —• Bidding M10 $2,350 AV Systems —?,A and Project Closeout (Paid by COFW) 1.5% $7,056 AV Systems :- Fee Total: 100% $47;000 The following are items and exclusions related to this proposal; o We will Invoice at agreed upon Intervals, but he less than at the end of each phase listed above. In addition to our fees above, BA€ will Invoice for all reimbursable expenses Incurred In connection with the project, including trilieage. All expenses will be invoice at cost. o `Additional Services, if raq asted, will be compensated on an hourly oasis at the following rates: Principal Consultant: $200 Technical Systems Designer: $150 Staff flcousticia►i: $160 Technical Systems Staff: $125 Draffing: $ 0 • The proposed fees. are based on a design and _construction schedule _of not more #han 24 rnpnths. If the schedule fails behind by more than 6. months, our fees Will be subject to re -negotiation. o The proposal assumes that the Arbhitoct and Erigineerlrig Consultants will be responsible for the architectural coordination, electrical, Me6hanical, and structural englhoerlrig on the project: it is understood that the consultants at 13AI are not licensed architects or engineers. ® Insurance; o BAi carries custoMary general liability, workmen's compensation, and other similar insurance. o BA€ maintains a Professional Liability policy in the amount of $2M peroccurrehce and $4M aggregate. Certificates .of Insurance are available if requested. CIBAI)? WRMC — Shoop and Swine Barn Renovation - Proposal rebruary 9, 2a22 Page G shro fglS I LE" We apprpoiate the oppoitunit'y of presenting this proposal, and look forward to working with you.on this exciting project. If I can provide any further information at this tune, please let me know. Sincerely, BAI, LLC Consultants in Acoustics, Sound Rchforcernent & Audiovisual Systems Robert Lee Acoustiolan Director Accoptod 'bjr Date Erie Hahnfeld _ -..a From- From: Russ Garrison <rgarrison@sedalco.com> Sent: Wednesday, March 29, 2023 1:30 PM TO: Eric Hahnfeld Subject: FW: WRMC - Sheep & Swine Barn Renovations and New Arena Structure Russ Garrison I PresidentlCEO 1817.831.2245 (0) l 817.916.6700 (F) 1817.296.0366 (C) j Web ) SEDAIC� CONSTRUCTION SERVICES From: Russ Garrison Sent. Thursday, March 2, 2023 10:32 AM To: Matt Carter <mcarter@fwssr.com>; David Stanford (dstanford@hahnfeld.com) <dstanford@hahnfeld.com> Subject: WRMC - Sheep & Swine Barn Renovations and New Arena Structure Matt and David, I have had the opportunity to update the Rough Order Magnitude budget numbers from the previous numbers shared in December of 2021. While we anticipate some Design Development Stage of documents to be completed soon, this budget is based on the Conceptual Drawings previously issued and our subsequent meetings regarding the projected scope and direction of the project. My methodology for this update is consistent with the approach I utilized previously. We capture the historical cost data from the previous work we performed in the previous two projects: Tower Promenade/Cattle Barn 2 and Cattle Barn 1/Poultry Barn. From this cost data I have indexed the cost to today's dollars utilizing Historical Cost Index numbers developed and published over time by Engineering News Record (ENR). We have utilized the Building Cost Index numbers developed by ENR in the past and have found them to hold up well over time when doing similar project forecasting. I included some minor adjustments for key material escalation that we have experienced. I have also added this time an escalation factor, which I have identified in the figures below, for anticipated inflation and escalation from now until the projected Guaranteed Maximum Price or Lump Sum is developed. While it appears escalation through the last quarter of 2022 through use of the index numbers was relatively fiat (approx.. 1%), the market remains very dynamic with respect to lead times on key materials and equipment. I think it is appropriate to continue to include some anticipated escalation. We are still experiencing very significant lead times for electrical (electrical gear and panelboards are still experiencing 40-50 week lead times) and mechanical equipment. As the project develops, separate procurement packages may need to be developed for some of these key components in advance of bid process for the entire project. I am still anticipating the projects will bid in Sept/Oct of the year prior to the work starting after the Stock Show after the first of the year. As previously experienced, this is the process we utilized on the previous projects and allowed us to get a jump start in procurement of other materials & equipment in advance of construction in the field starting. Sheep, Swine & New Arena $29,516,278 New Decorative Fence $175,000 Gate Entry Structure $225,000 Subtotal $29,916,278 Escalation at 3/4 , /Month x 6 mos. = 4.5% x 1.045 Total with Escalation $31,262,510 We appreciate the opportunity to participate and assist the Fort Worth Stock Show & Rodeo with this effort and look forward to the opportunity to continue. Should you have any questions, I can be available. Regards, Russ Russ Garrison I President/CEO 1817.831.2245 (0) 1817.916.5700 (F) 1817.296.0366 (C) I Web I SEDALC4 CONSTRUCTION UMCES Yr..r rydS (Disclaimer The information contained In this communication from the sender Is confidential. It is intended solely for use by the recipient and others authorized to receive It. If you are not the recipient, you are hereby notified that any disclosure, copying, distribution or taking action in relation of the contents of this information is strictly prohibited and may be unlawful. This email has been scanned for viruses and malware, and may have been automatically archived by Mimecast Ltd, an Innovator in Software as a Service (SaaS) for business. Providing a safer and more useful place for your human generated data. Specializing in; Security, archiving and compliance, To find out more Click Here. EXHIBIT "B" Assumption of Risk and Waiver of Liability. In the event that the provisions of § 130.002(B) of the Texas Civil Practices And Remedies Code (V.T.C.A 2005) apply to the Agreement, the additional terms contained in this Exhibit will become a part of the Agreement by reference as if recited therein. Notwithstanding anything in the Agreement to the contrary, Consultant understands and expressly agrees to the following: (a) The site where the project to which the Services relate is being constructed (the "Site"), being the location of a construction project, poses potential risks to the health, safety, and well-being of Consultant's employees, subcontractors, and its subcontractors' employees, that do not exist in the ordinary workplace. Consultant therefore assumes all risks involved with the Services, including any risk of personal or bodily injury to its employees, or its subcontractors' employees, or any risk to the personal property of Consultant or its subcontractors or any of their employees, and Consultant waives and relinquishes, covenants not to sue, and fully releases and forever discharges the Indemnitees from any and all claims that Consultant, its subcontractors, or any of their employees, may have against the Indemnitees, which may arise as a result of or in connection with any of the activities of Consultant, its subcontractors, or any of their employees, on or around the Site ("Personal Claims"), even if such Personal Claims may be caused by or attributed, in whole or in part, to the negligence of any Indemnitee. (b) Consultant will cause each and every employee of Consultant and its Subcontractors to read and execute the Release and Waiver of Liability attached hereto ("Release") and provide a copy of each executed Release to the Owner prior to such employee entering the Site for any reason whatsoever during the term of this Agreement. Notwithstanding the foregoing, the provision of, or failure to provide, any executed Release to the Owner will not imply any responsibility on Owner to obtain any such Release or in any way operate to relieve Consultant of its obligations hereunder. (c) Capitalized terms used in this Exhibit will have the same meaning as defined in the Agreement, unless otherwise defined herein. [Release follows] RELEASE AND WAIVER OF LIABILITY DATE: April 17, 2023 TO: Event Facilities Fort Worth, Inc. ("Owner"), The Projects Group, L.P., Owner's Lenders (if any), the City of Fort Worth, Texas, Southwestern Exposition & Livestock Show (dba Fort Worth Stock Show & Rodeo), Multipurpose Arena Fort Worth (dba Trail Drive Management Corp.) their respective related entities, partners, members, shareholders, directors, trustees, officers, agents, employees, successors, assigns and licensees, and all other parties claiming by or through any of the foregoing (collectively, the "Released Parties") In consideration of Owner granting me permission to enter the property located in Fort Worth, Texas (the "Site"), upon which Owner and its partner, the City of Fort Worth, intend to construct the Will Rogers Memorial Center Phase III Sheep & Swine Barn Renovations (the "Project"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following statements and conditions: (a) I understand and agree that the Site is the location of a construction project and thus poses potential risks, including, without limitation, risks to my health, safety, and well-being, that do not exist in the ordinary property or workplace. I therefore assume any and all risks associated, arising from, or involved with, my activities on or around the Site, including any risk of personal or bodily injury to me or any risk of loss or damage to my personal property, and, on behalf of both myself and my heirs, I waive and relinquish, covenant not to sue, and fully release and forever discharge the Released Parties from any and all claims that I may have against the Released Parties, which may arise as a result of or in connection with any of my activities on or around the Site ("Personal Claims"), even if such Personal Claims may be caused by or attributed to, in whole or in part, the negligence of any Released Party. (b) It is understood and agreed that this Release and Waiver of Liability will be subject to the application of the laws of the State of Texas. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the assumption of risk or waiver of liability set out above, that such legal limitations are made a part of the assumption of risk or waiver of liability and shall operate to amend the assumption of risk or waiver of liability to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the assumption of risk - or waiver of liability shall continue in full force and effect. (e) I understand that this document has important legal consequences and I represent that I can either read the English language or that I have had this document read to me by someone who does, and I fully understand the meaning and accept the consequences of al of the provisions of this document. Signature: Printed or Typed Name: Eric L. Hahnfeld, AIA Signed in Presence of: �� -� CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made and entered into effective as of the day of , , by and between EVENT FACILITIES FORT WORTH, INC., a Texas non-profit corporation ("Owner"), having a mailing address of P.O. Box 150, Fort Worth, Texas 76101-0150, Attention: Matthew R. Carter, and DUNAWAY ASSOCIATES, LLC ("Consultant"), having a mailing address of 550 Bailey Avenue, Suite 400, Fort Worth TX 76107, Attention: Jeff Taylor, Regional Manager & Principal. 1. The Services. Consultant agrees to provide all labor, materials, equipment and any other items necessary to timely and fully complete the services described in Consultant's proposal dated April 3, 2023, hereby incorporated as Exhibit "A" hereto (hereinafter referred to as the "Services") in connection with Will Rogers Memorial Center Phase III — Sheep & Swine Barn Renovation in Fort Worth, Tarrant County, Texas (the "Project"). 2. Time of Commencement and Completion. The Services shall be commenced on or promptly following the execution of this Agreement and shall be completed on a schedule mutually agreed upon by the Owner, the City of Fort Worth and Consultant thereafter. 3. Consultant's Compensation. In consideration of Consultant's performance of the Services, and subject to the full satisfaction and acceptance of Owner, Owner shall pay Consultant as specified in Exhibit "A" ("Consultant's Compensation"). Consultant's Compensation shall be payable to Consultant in monthly installments for the portion of the Services completed, based on Requests for Payment submitted by Consultant and approved by Owner. It shall be a condition precedent to payment that Consultant submits waivers and assignments of liens and such other documents, papers and statements as may be requested by and all in a form reasonably acceptable to Owner and the City of Fort Worth, as may be applicable. 4. Accountine Records. Consultant shall keep full and detailed accounts as may be necessary for proper financial management under this Agreement. Owner shall be afforded access to all the Consultant's records relating to this Agreement or the Services. 5. Consultant. 5.1 Consultant shall supervise and direct the Services, using Consultant's best skill and attention. Consultant accepts the relationship of trust and confidence established between Owner and Consultant by this Agreement. Consultant represents, covenants, and agrees to furnish efficient business administration and superintendence and to perform the Services in the best way and in the most expeditious and economical manner consistent with the interests of the Owner. 5.2 Consultant shall perform the Services under this Agreement in accordance with the highest generally accepted national standards of care, skill, diligence, and professional competence applicable to professionals engaged in providing similar services in connection with projects of the size and with the amenities of the Project. 5.3 Consultant shall pay all sales, consumer, use and other similar taxes, and secure and pay for all permits and governmental fees, licenses, and inspections necessary for the proper execution and completion of the Services. Consultant shall give all notices and comply with all laws, ordinances, rules, regulations, statutes, policies, and orders of any public authority bearing on the performance of the Services. 5.4 All claims which Consultant has or wishes to assert against Owner must be presented in writing to Owner not later than ten (10) days after Consultant is aware or should have been aware that a claim will or does exist, or such longer time as may be required by law, even though the exact nature of the claim and the amount of the claim may not be determinable at that time. The nature of the claim and the amount of the claim must be presented to Owner in writing as soon thereafter as Consultant has or should have had such information, and Consultant hereby waives all claims not presented as provided herein. 5.5 Upon request of Owner, Consultant shall submit for Owner's review and approval a schedule ("Schedule") for the performance of the Services. When the Schedule is approved by Owner. Consultant shall make every effort to meet the schedule. If the Schedule is in jeopardy for reasons outside Consultant's control, Consultant will advise Owner of the reason for the delay and the anticipated impact to the Schedule. 6. Subcontracts. Consultant shall not employ any subcontractor unless previously approved by Owner. The subcontracting of any of the Services shall not relieve Consultant of any of its liabilities or responsibilities under this Agreement. Consultant shall make prompt payment to its subcontractors for Services performed and/or materials supplied. 7. Time. The Consultant will perform these Services with reasonable diligence and expediency consistent with sound professional practices in this Agreement. Consultant shall make every effort to meet schedules and achieve completion of Services within the time set forth in Paragraph 2 hereof and the Schedule, if any. 8. Pavments and Comuletion. Payment may be withheld on account of (1) defective Services not remedied, (2) claims filed, (3) failure of the Consultant to make payments properly to subcontractors or for labor, materials, or equipment, or (4) failure to timely carry out the Services in accordance with this Agreement. The acceptance of final payment by Consultant shall constitute a waiver of all claims by Consultant in connection with the Services except those previously made in writing and identified by Consultant as unsettled on Consultant's final Request for Payment. 9. INDEMNIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, CONSULTANT SHALL INDEMNIFY, AND HOLD HARMLESS OWNER, OWNER'S REPRESENTATIVE, OWNER'S LENDERS (IF ANY), THE PROPERTY OWNER (IF DIFFERENT FROM OWNER), THE CITY OF FORT WORTH, TEXAS, THE SOUTHWEST EXPOSITION & LIVESTOCK SHOW (dba FORT WORTH STOCK SHOW & RODEO), MULTIPURPOSE ARENA FORT WORTH (dba TRAIL DRIVE MANAGEMENT CORP.), AND EACH OF THE AFOREMENTIONED PARTIES' PARTNERS, MEMBERS, MANAGERS, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, ELECTED OFFICIALS (COLLECTIVELY, "INDEMNITEES") FOR, FROM AND AGAINST CLAIMS AND LIABILITIES (INCLUDING, CLAIMS AND LIABILITIES RELATING TO PERSONAL INJURY, BODILY INJURY OR PROPERTY DAMAGE), ARISING OUT OF, RESULTING FROM THIS AGREEMENT OR THE SERVICES, INCLUDING, FAILURE BY CONSULTANT TO PROPERLY PERFORM THE SERVICES, OR NEGLIGENCE OR MISCONDUCT OF CONSULTANT OR CONSULTANT'S OFFICERS, AGENTS, EMPLOYEES, OR SUBCONTRACTORS, EVEN IF SUCH CLAIMS OR LIABILITIES ARE CAUSED IN PART BY THE NEGLIGENCE OF ANY INDEMNITEE, PROVIDED, HOWEVER, THAT (1) WITH RESPECT TO PROFESSIONAL LIABILITY, CONSULTANT'S OBLIGATION TO INDEMNIFY THE INDEMNITEES SHALL APPLY ONLY TO THOSE LIABILITIES RESULTING FROM ERRORS, OMISSIONS OR NEGLIGENT ACTS OF CONSULTANT OR CONSULTANT'S OFFICERS, AGENTS, EMPLOYEES OR SUBCONTRACTORS, AND (2) IN THE EVENT THAT THE PROVISIONS OF § 130.002(b) OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE (V.T.C.A 2005) APPLY TO THIS AGREEMENT, CONSULTANT'S OBLIGATION TO INDEMNIFY THE OWNER, OWNER'S AGENTS OR EMPLOYEES WILL NOT APPLY TO LIABILITY FOR DAMAGE TO THE EXTENT SUCH DAMAGE IS CAUSED BY OR RESULTS FROM THE NEGLIGENCE OF THE OWNER OR ANY AGENT OR EMPLOYEE OF THE OWNER. Legal Limitations. In the event that the provisions of § 130.002(B) of the Texas Civil Practices And Remedies Code (V.T.C.A 2005) apply to this Agreement, the additional terms contained in Exhibit `B" attached hereto will become a part of this Agreement by reference as if recited herein. It is expressly agreed that with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification, assumption of risk or waiver of liability set out in this Agreement, that such legal limitations are made a part of the indemnification, assumption of risk or waiver of liability and shall operate to amend the indemnification, assumption of risk or waiver of liability provision to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the indemnification, assumption of risk or waiver of liability shall continue in full force and effect. 10. Insurance. Consultant shall maintain at its sole cost and expense (a) Workers' Compensation Insurance in an amount not less than the applicable statutory limits and Employer's Liability Insurance in an amount not less than $1,000,000, (b) Comprehensive Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit, (c) Commercial General Liability Insurance in an amount not less than $1,000,000 per occurrence, and (d) Professional Liability Insurance in an amount not less than $2,000,000 per occurrence for a period not less than two (2) years after the date of completion of the Services. Each of the above -named policies shall be on a form satisfactory to Owner, with exclusions and deductibles acceptable to Owner. The Workers' Compensation and Employer's Liability Insurance shall include a Waiver of Subrogation in favor of the Indemnitees. In addition, the Indemnitees shall be named as additional insureds on the Comprehensive Automobile Liability policy and the Commercial General Liability policy by endorsement form CG 20 26 1185 or its equivalent, which policies must state that the insurance provided thereunder will be primary as regards any insurance coverage maintained by any Indemnitee. Certificates of Insurance evidencing the above insurance coverage shall be furnished to Owner before Consultant starts any Services. Policies shall be furnished to Owner upon request. 2 11. Changes in the Services. Owner may order changes in the Services consisting of additions, deletions or modifications, the Consultant's Compensation and time for completion being adjusted accordingly. All such changes in the Services shall be authorized by a written Additional Service Order signed by the Owner. The Consultant's Compensation and time for completion may be changed only by Additional Service Order. 12. Termination. 12.1 Should Owner fail to make payment as required by this Agreement, or default in any of Owner's other material obligations hereunder, Consultant may, after giving Owner seven (7) days written notice and opportunity to cure, terminate this Agreement and the Services. Consultant shall be entitled to payment for reasonable costs directly related to Services thereafter performed by Consultant in terminating such Services including reasonable cancellation charges of subcontractors. 12.2 If Consultant does not fully comply with the terms of this Agreement, then Owner may, without prejudice to any other right or remedy and after giving Consultant seven (7) days written notice and opportunity to cure, terminate the services of Consultant. 12.3 Owner may, at any time, terminate for its own convenience any part of the Services or all remaining Services for any reason whatsoever by giving written notice to Consultant specifying the part of Services to be terminated and the effective date of termination. Consultant shall continue to prosecute the part of the Services not terminated. If any part of the Services is so terminated, Consultant shall be entitled to payment for reasonable costs directly related to Services thereafter performed by Consultant in terminating such Services including reasonable cancellation charges of subcontractors, provided such Services are authorized by Owner. In case of such termination, Owner will issue an Additional Services Order making any required adjustment to the scheduled date of completion and/or the Consultant's Compensation. 13. Offset. Owner may offset against any sum due Consultant the amount of any obligations of Consultant to Owner arising out of this Agreement. 14. Notices. For purposes of this Agreement, notices and all other communications provided for herein shall be in writing, addressed as first set forth above to the party to whom the notice or request is given, and shall be either (a) delivered personally, (b) sent by United States certified mail, postage prepaid, return receipt requested, (c) placed in the custody of Federal Express Corporation or other nationally recognized overnight carrier for next day delivery, or (d) sent via facsimile (fax) transmission to the facsimile number first set forth above. Notice shall be deemed given when received if delivered personally or sent via facsimile transmission with confirmation by the delivering party of the notified parties' receipt of the facsimile transmission at the confirming telephone number set forth above; forty-eight (48) hours after deposit in the United States mail, if sent by certified mail; and twenty-four (24) hours after deposit with an overnight carrier, if sent by Federal Express or other nationally recognized overnight carrier for next day delivery. Either party may designate, by similar written notice to the other party, any other address, facsimile number or confirming telephone number for such purposes. 15. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision is not a part hereof, and the remaining provisions hereof shall remain in full force and effect. In lieu of any illegal, invalid or unenforceable provision herein, there shall be added automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. 16. Independent Contractor. It is understood that the relationship of Consultant to Owner shall be that of an independent contractor. Nothing contained herein or inferable here from shall be deemed or construed (a) to make Consultant the agent, servant, or employee of Owner, or (b) to create any partnership, joint venture, or other association between Owner and Consultant. 17. Confidentiality and Return of Documents. In connection with Consultant's performance of the Services, Consultant may have access to information relating to Owner and Owner's business interests ("Information"). In addition, Consultant will have access to materials, records, data, drawings, specifications, engineering documents and other documents produced by, or coming into the possession of Consultant or its subcontractors in connection with the performance of the Services ("Documents"). All Information and Documents shall be maintained in absolute confidence, and Consultant shall not at any time, without Owner's prior written consent, duplicate, publicize, or divulge to anyone any portion of such Information and Documents, except for the purpose of carrying out the Services pursuant to this Agreement. The Information and Documents will be and will remain the sole property of Owner, and Owner owns and retains all common law, statutory and other reserved rights relating thereto, including, but not limited to, all copyrights to the Information and Documents, which are hereby conveyed to Owner by Consultant. Consultant shall promptly deliver to Owner the originals and all copies of the Information and Documents, whether supplied to it by Owner or produced by it or its subcontractors, upon termination of this Agreement for any reason or upon completion of the Services. 18. Other Conditions and Provisions. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF TEXAS. THE PARTIES HERETO HEREBY AGREE THAT VENUE OF ANY ACTION UNDER THIS AGREEMENT SHALL BE EXCLUSIVELY IN THE STATE COURTS OF TARRANT COUNTY, TEXAS, IT BEING UNDERSTOOD THAT THIS AGREEMENT IS ACCEPTED AND ENTERED INTO BY OWNER AND PERFORMABLE (AT LEAST IN PART) IN SAID COUNTY. Owner is relying on the skill and experience of Consultant and therefore, it is agreed that Consultant shall not assign or transfer any interest in this Agreement or any portion thereof without the written consent of the Owner. Owner may assign this Agreement at its discretion. This Agreement contains the entire agreement between the parties. All prior negotiations between the parties are merged into this Agreement, and there are no understandings or agreements other than those incorporated or referred to herein. This Agreement may not be modified except by an instrument in writing signed by the parties hereto. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs, and necessary disbursements in addition to any relief to which it may be entitled. Consultant shall keep Owner's property free from all mechanic's, materialmen's and other liens arising out of Consultant's Services hereunder. In the event any such lien is filed by anyone claiming by, through or under Consultant, Consultant shall remove and discharge the same within ten (10) days of the filing thereof. This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original, but which together shall constitute one and the same instrument. 19. Conflicts. In the event of a conflict between the terms of this Agreement and the provisions of any exhibit attached hereto, the terms of this Agreement will prevail. 20. Owner's Representative. N/A 4 Executed by the parties to be effective as of the date first written above. OWNER: EVENT FACILIT ORT WORTH, INC., a Texas non-profit orati By: Name: Matthew R. Carter Title: President CONSULTANT: DUNAWAY ASSOCIATES, LLC a Texas Limited Liability Company Name: *�_ V S. Tavlor. PE Title: Regional Manager I Princinal EXHIBIT "A" Consultant's Prouosal [Follows] DUNAWAY To: Mr. Matt Carter Events Facilities Fort Worth, Inc 115 West 2n Street, Suite 210 Fort Worth, TX 76102 mcarter@fwssr.com From: Jeffrey S Taylor, PE Regional Manager Principal jtaylor@dunaway.com Dunaway No. P001030.013 April 3, 2023 Reference: Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Mr. Carter: Dunaway Location Dunaway Associates, LLC (Dunaway) is pleased to submit this proposal 550 Bailey Avenue for professional land surveying, civil engineering, and landscape Suite 400 architecture services on the above -referenced Project. Based on the Fort Worth, TX 76107 conceptual design sent December 1, we believe the following scope of services will meet the needs of Event Facilities Fort Worth, Inc. (Client) Firm #10098100 for this Project. Proiect Understandinq This project includes the renovation of the Will Rogers Memorial Center Sheep and Swine Barns. This includes the addition of restrooms to the to the north, Sidewalk entry improvements to Burnett - Tandy, replacement of Chain -link fencing with the WRMC Ornamental Fence from Harley to Burnett - Tandy, new rolling gate, potential gate house, cattle tie-ins to the west, and loading dock area to the south. It is assumed the proposed Exhibits Building will not be part of this effort and the Final construction documents includes specifications for the project. This scope does not include construction documents on public improvements, rather connections to private sewer on the north and south ends of the site with the possibility of a new domestic and / or fire water service. We have also assumed the pavement area to the west of the Swine Barn will be repaved with concrete but these efforts will not include upgrades / improvements to the RV services. Due to the addition of the restrooms on the north end, two existing oak trees will have to be removed. Dunaway will work with the City of Fort Worth Park department to document the tree retention, removal, mitigation, and the protection of the adjacent trees during construction. dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 2 Executive Fee Summary Preliminary Surveying................................................................................. $29,500 Lump Sum 1. Topographic Survey............................................................................... $9,500 Lump Sum 2. Topographic Survey inside Sheep & Swine Barns .............................. $20,000 Lump Sum Preliminary Design...................................................................................... $32,900 Lump Sum 3. Preliminary Coordination with City Staff .............................................. $1,500 Lump Sum 4. Civil - Schematic Design........................................................................ $7,500 Lump Sum 5. Landscape Architecture - Schematic Design ....................................... $900 Lump Sum 6. Subsurface Utility Exploration (SUE) ..................................................... $23,000 Lump Sum Final Design....................................................................... $77,100 Lump Sum / $3,500 Hourly 7. Civil - Construction Documents - Private Improvements ................. $35,500 Lump Sum 8. Landscape Architecture - Construction Documents ......................... $4,400 Lump Sum 9. Public Utility Connection....................................................................... $6,500 Lump Sum 10. Storm Water Pollution Prevention Plan (SWPPP).................................. $3,900 Lump Sum 11. Drainage Study.................................................................................... $14,000 Lump Sum 12. Grading Permit....................................................................................... $4,000 Lump Sum 13. PARD Tree Removal and Tree Planting Permit .................................... $3,000 Lump Sum 14. Urban Forestry Plan................................................................................ $3,000 Lump Sum 15. Irrigation Design..................................................................................... $2,800 Lump Sum 16. Owner Meetings and Conference Calls ...................................... $3,500 Hourly Estimate Total: Lump Sum Services $139,500.00 Hourly Estimated Services $3,500.00 FEE Dunaway proposes to provide the scope of work described below for a fee as shown above, plus a 2% administrative fee, direct expenses, and any applicable State Sales Tax. All administrative and application fees required by review authorities will be paid by the Client and are not included in Dunaway's proposed fee. Please find attached to this proposal our Standard Terms & Conditions for professional services, which is also part of this proposal. DETAILED SCOPE OF WORK PRELIMINARY SURVEYING Topographic Survev - Dunaway will provide a Topographic Survey of the hatched area as shown on the attached Exhibit "A". One -foot interval contours will be developed based upon the results of the measurements taken. Existing visible utility facilities will be located and depicted on the face of the survey along with any other visible improvements situated within the defined area. The vertical datum upon which the elevations are based will be City of Fort Worth. dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 3 As owner of the property, Client hereby authorizes Dunaway to enter upon the property for the purposes of conducting Dunaway's work thereon. If Client is not the owner of the property, Client is to obtain such authorization from owner and provide same in writing to Dunaway at the same instance that Dunaway receives the written notice to proceed. 2. Topoaraphic Survev inside Sheep & Swine Barns - Dunaway w II provide a topographic survey of the inside of the WRMC Sheep & Swine Barns, collecting data of the interior shape of the two barns to create surface features, along with key spot elevations and contours. This drawing will also show height elevations of the top rollup doors, with the elevation of the bottom of the windows, along with detail depiction of one tress in each barn. As owner of the property, Client hereby authorizes Dunaway to enter upon the property for the purposes of conducting Dunaway's work thereon. If Client is not the owner of the property, Client is to obtain such authorization from owner and provide same in writing to Dunaway at the same instance that Dunaway receives the written notice to proceed. PRELIMINARY DESIGN 3. Preliminary Coordination with Citv Staff - Dunaway will request a Pre -Development meeting with City staff to discuss key issues related to this Project. We will present preliminary information concerning this Project to City staff members to identify any unusual issues or steps required to achieve a timely review and approval of plans after design efforts are complete. 4. Civil - Schematic Desian Documents - Dunaway will prepare Schematic Design documents for the private improvements required for this project. See Tentative list of documents below. Once Schematic Design documents have been accepted, Dunaway can prepare Design Development documents for the private improvements required for this project. See tentative list of documents below. Dunaway w II review rchitectural provided specifications for the private improvements required for this project. Schematic Design Demolition Plan Site & Paving Plan Utility Layout 5. Landscape Architecture - Schematic Desian Development Narrative - Dunaway will use the developed Cattle Barn Planting Plan from previous project to provide a pricing narrative for review by the Client. This document will note all proposed planting areas and the general type of plant material proposed it will also take into consideration applicable ordinances and guidelines. dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 4 6. Subsurface Utilitv Exploration (SUE) - Dunaway has solicited a bid for subsurface utility exploration (SUE) for this project. The SUE will identify franchise & public utility locations and potential conflicts with the proposed project. This work will be coordinated with the topographic survey to minimize utility conflicts during construction and increase the accuracy of the construction documents. The SUE will be performed at Level B service to locate all utilities horizontally. Upon completion, vertical elevations can be obtained by conducting a Level A service. Scope of Work Based on the information provided by Dunaway, Yellow Rose Mapping LLC (YR) has developed a preliminary scope for the SUE work required for this project. The scope of work may be modified, with Dunaway's concurrence, during the performance of the SUE fieldwork if warranted by actual field findings The scope of this proposal includes Quality Level (QL) "A" and "B" SUE. Utilities to be designated include gas, telecommunications, electric, traffic signals, storm, water and sanitary sewer. Designating will be performed within the red limits shown in the attached "Exhibit A". As requested, five (5) QL "A" test holes will be included in the budget. Test hole locations will be determined by Dunaway and YR once the QL "B" SUE deliverable has been reviewed. YR will have all designating marks and test holes surveyed using project control point data provided by Dunaway. Any necessary Right -of -Entry (ROE) permits will be provided by Dunaway prior to the start of YR field work. QL"C" and "D" SUE: Records Research and Surface Feature Survey: It is the responsibility of the SUE provider to perform due -diligence with regard to records research and the acquisition of available utility records. The due -diligence provided for this project will consist of contacting the applicable One Call agency and associated utility owners/municipalities, visually inspecting the work area for evidence of utilities, and reviewing available utility record information. Additional utilities not identified through these efforts will be referred to as Unknown utilities. QL"B" SUE - Desianatina: YR will utilize a suite of geophysical equipment that includes magnetic and electromagnetic induction to designate conductive utilities. Where access is available, a sonde will be inserted into non-conductive utilities to provide a medium for transmission, w ich can then be designated using geophysical equipment. Non-conductive utilities can also be designated using other proven methods, such as rodding and probing. QL "B" SUE is inclusive of QL "C/D" SUE. QL"A" SUE - Locatina: YR will utilize non-destructive vacuum excavation equipment to excavate test holes at the requested locations. To layout the test holes, YR will follow the QL"B" - Designating procedures described above. Once each utility is located, YR will record the size, type, material, and depth to top of pipe. Test holes will be uniquely marked. Excavations will be backfilled by mechanical means with the dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 5 appropriate material, and the original surface will be restored. If necessary, YR can core pavement up to a depth of 12 inches. Asphalt surfaces will be repaired with an asphalt cold patch, and concrete cores will be epoxied in place, flush with the surrounding surface. YR assumes that flowable fill will not be required when backfilling test holes and that full -section pavement repair (including sidewalks) will not be required to restore the original pavement surface. YR has assumed that all test holes will be in areas that are accessible to truck -mounted equipment, and that routine traffic control (cones and free standing signage, etc.) will be required during the performance of the QL "A" SUE work. Deliverables: YR will provide the following as a final deliverable to the Client: A utility file, in AutoCAD format, depicting the type and horizontal location of the designated utilities. The size of each utility will be presented in the utility file if this information is indicated on available record drawings. Dunaway will provide YR with base map/topographic files for use in preparing the utility file. A summary sheet of all test hole coordinate data and depth information. Schedule: Field work can commence within approximately 2 weeks after receipt of a signed agreement and Notice -To -Proceed (NTP). YR estimates that the field work, survey, and deliverable preparation can be completed in approximately 3 weeks. FINAL ENGINEERING 7. Civil - Construction Documents (Private) - Dunaway will prepare construction documents for the private improvements required for this Project. These construction documents will be signed and sealed by a Registered Professional Engineer licensed in the State of Texas and will be processed with the City of Fort Worth for approval and construction. Dunaway will review architectural provided specifications for the private improvements required for this project. Any changes to the Construction Documents which result in a substantial change in the Project shall be considered additional services. A substantial change would include a change in (i) the size or complexity (ii) the Owner's schedule or budget for the Cost of Work, or (iii) procurement or delivery method. Any Services to correct errors by Dunaway in the Construction Documents or efforts to correct the Construction Documents to conform to previous instructions from the Ow er shall not constitute additional services. A tentative list of drawings to be prepared for this Project follows: Demolition Plan Permitting Site Plan Grading Plan Storm Drain Plan Drainage Area Maps Utility Layouts Paving Plan Erosion Control Plan & Details Construction Details Construction Details dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 6 8. Landscape Architecture - Construction Documents (Private) - Dunaway will produce detailed planting plans based on the approved preliminary design, taking into consideration any comments from the Client. Dunaway will produce planting plans at an appropriate scale indicating plant location, species, quantity, size, etc. The plans will be produced under the supervision of a licensed Landscape Architect and will be suitable for submittal to the appropriate municipal agency and for bidding This task includes one round of plan revisions to simultaneously address Client and City comments. Once the 100% Construction Drawing plans are completed or the Building Permit is issued, Dunaway has completed the Base Scope of Services. Any additional revisions to the construction documents or value engineering changes will be considered extra on an hourly basis or agreed upon compensation with the Client. 9. Public Utilitv Connection - Dunaway will coordinate and prepare the necessary exhibits and quantities for the City of Fort Worth Miscellaneous Services Department to connect water and sewer improvements from the existing facilities to the proposed expansion. The exhibits will be submitted to the City of Fort Worth for review and approval. 10. Storm Water Pollution Prevention Plan (SWPPP) - If the client chooses to repair the pavement to the west of the swine barn, it is anticipated a SWPPP will be required by the City of Fort Worth. Dunaway will prepare a SWPPP template for use by the Client's contractor. This template will be prepared in accordance with Texas Commission on Environmental Quality (TCEQ) regulations for the Texas Pollutant Discharge Elimination System (TPDES). It should be noted that it will be the Client's contractor that will be responsible for completing the information required by the template and for performing the required inspections and maintenance reports. Dunaway will assist the Client in completing the required Notice -of -Intent (NOI) that will need to be filed by both the Client and the contractor. 11. Drainage Studv - If the client chooses to repair the pavement to the west of the swine barn, it is anticipated a grading permit and drainage study will be required. Dunaway will prepare a drainage study for the site as required by the City of Fort Worth. The study will show proposed and existing conditions, conduct an analysis of the existing drainage patterns, and indicate no increase in runoff. It is not anticipated that the City of Fort Worth will require analysis of the existing storm drain system, or analysis outside the property boundary, they will be addressed as an additional fee that will be coordinated with the Client. 12. Gradina Permit - The City of Fort Worth requires a grading permit for any land disturbance of one (1) acre or more. If the client chooses to repair the pavement to the west of the swine barn, it is anticipated a grading permit and drainage study will be required. Dunaway will assist Client in the grading permit application and assist in coordination with City for the permit approval. The grading permit application will require, at minimum, the following list of sheets: Erosion Plan dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 7 • Grading Plan • Storm Drain Plan • Utility Plan Also, the release of the Grading Permit will require the approval of the following applications: • Tree removal and Tree Planting Permit • Stormw ter Pollution Prevention Plan (SWPPP) • Drainage Study 13. PARD Tree Removal and Tree Planting Permit - Dunaway will prepare the appropriate exhibits and applications to satisfy the tree removal and tree planting permit requirements. Dunaway will submit the plans to the City Forester / PARD for approval. This permit needs to be approved prior to any trees being removed or planted. This task will include one site visit to verify the tree species, caliper and health of the existing trees to assist in the documentation of these permits. 14. Urban Forestry Plan - Dunaway will prepare and submit the appropriate exhibits and applications for a Phase I and Phase II Urban Forestry Plan. The Phase I Plan indicates the existing tree canopy on the property and the proposed preservation. The preservation requirement is 25% of the existing tree canopy. The Phase 11 Plan indicates the proposed planting based on the landscape plan to meet the Ordinance's canopy coverage. The canopy coverage requirement is 30% of the net site area with additional mitigation for removal of trees over 27". This permit needs to be approved prior to any trees being removed from the property. 15. Irrigation Desian - Upon completion and approval of the final planting plan, Dunaway will produce irrigation plans indicating irrigation component locations and installation details for heads, valves, piping, controllers, etc., which will be prepared to a level consistent with submission to the appropriate municipal agency and for construction. The plans will be produced under the supervision of a licensed Irrigator to a scale appropriate to the level of detail required for the Project. Dunaway will provide appropriate design calculations, details, and specifications. 16. Owner Meetinas and Conference Calls - Dunaway has solicited a bid for subsurface utility exploration (SUE) for this project. The SUE will identify franchise & public utility locations and potential conflicts with the proposed project. This work will be coordinated wth the topographic isurvey to minimize utility conflicts during construction and increase the accuracy of the construction documents. The SUE will be performed at Level B service to locate all utilities horizontally. Upon completion, vertical elevations can be obtained by conducting a Level A service. Only those services specifically mentioned in the Scope of Work section are offered as part of this proposal. dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 8 ADDITIONAL SERVICES (not included in proposal) The following is a list of some, but not necessarily all, of the services that can be useful or required for a Project of this type. The listed services have not been included in this proposal. Dunaway can provide or sub -consult many of these services if desired by the Client. If the Client determines any of these services is desired, Dunaway can either amend this proposal to incorporate the desired service or services or recommend other actions to cover the needs as expressed. 1. Construction Administration - Civil and Landscape 2. Survey internal building, or specific external items other than the building corners. 3. Final Construction Documents - Public or Private Improvements 4. Flood studies for changes to FEMA flood maps. 5. Phase 1 and Phase 2 Environmental Site Assessments. 6. Wetlands delineations and Section 404 permitting through the US Army Corps of Engineers. 7. Electrical site lighting design. 8. Detention pond design or analysis. 9. Design Elements within 5-foot outside of the proposed building improvements are not included in the civil and landscape scope. 10. Design of franchise utilities (gas, electric, telephone and cable TV) will be conducted by the franchise utility companies. Usually, each franchise utility company will provide its own design. If desired, Dunaway will show the conduit for each of these on our drawings provided that the size, number, and material for each conduit is provided to Dunaway by the utility company. 11. Construction Staking - This service can be provided, if requested, and will be authorized under a separate proposal or included in this one at the Client's option. 12. Surveying services such as boundary surveys and as -built surveys and easements by separate instrument are not included unless specifically mentioned in the scope of work. 13. Design of off -site public utility extensions is not included unless specifically listed in the proposed scope of work. 14. Design of off -site paving improvements is not included unless specifically listed in the proposed scope of work. 15. Soil Investigation/Laboratory Testing - Dunaway recommends that the Client retain an independent laboratory for use in any testing required during the design phase, i.e., for density approval in the street rights -of -way, and for any site excavation and embankment that might be required for this Project. 16. Construction inspection services are not included. Dunaway does not provide construction inspection services. Normally, we recommend that the Client retain a geotechnical engineering consultant to provide construction inspection services for private improvements. 17. Structural design of retaining walls and fence columns. 18. Miscellaneous steel, including, but not limited to, guardrails, handrails, metal pan stairs and barriers. dunaway.com DUNAWAY Proposal for Professional Services WRMC Sheep and Swine Barns in Fort Worth, Texas Page 9 19. Redesign efforts related to scope of work or building footprint changes after significant design efforts have begun or redesign efforts to meet construction budgets are not included. If this proposal meets with your approval, please sign below, and return one copy to our office as our notice to proceed. We appreciate the opportunity to assist you with this Project and look forward to its success. Respectfully submitted, DUNAWAY ASSOCIATES, LLC, Aareed & Accepted a Texas limited liability company EVENT FACILITIES FORT WORTH, INC. ��A By. J aylor, E Name: e Tonal Manager I Principal Title: Date: Attachments: Exhibit A, Exhibit B, Standard Terms & Conditions JST/lau G:\Production500\001000\B001030\Proposal\013 -Sheep and Swine Barns\P001030.013-WRMC Sheep and Swine Proposal -Revised 2023-0403.docx dunaway.com DUNAWAy EXHIBIT "A„ SCALE FEET 1"= 100' e HATCHING = TOPOGRAPHIC SURVEY LIMITS ziftr A DUNAWAY = 90ft Avww + Sk to AM • Fort Worth, Tgoom 76107 TO: 8173'_1121 DATE, MARCH 10. 2022 FIRmREGSIRAi101+I1amlw DUNAWAY J06 NO. P001030.013 dunaway.com EXHIBIT B DUNAWAY Ilm p -I- Pali �►r:d,- t1+ - 16 dunaway.com DUNAWAY STANDARD TERMS & CONDITIONS Page 1 Of 2 These Standard Terms & Conditions are attached to and fully incorporated into the Base Contract. The Base Contract, together with these Standard Terms and Conditions, is sometimes called this "Agreement" herein. Basis of Compensation. Professional Services shall be billed monthly and based upon either a percent complete for lump sum tasks or Dunaway Associates, LLC's Standard Hourly Bill Rate Schedule. This Schedule is updated annually in January. 2023 STANDARD HOURLY BILL RATE SCHEDULE STAFF TYPE HOURLY BILL RATE Administrative .......................................... $90.00 - $160.00 Information Systems ................................ $110.00 - $121.00 Marketing/Business Development ........ $95.00 - $275.00 Financial ................................................... $128.00 - $286.00 Civil Technician ........................................ $116.00 - $127.00 Civil Designer ............................................ $65.00 - $152.00 Graduate Engineer.................................$138.00- $158.00 Project Engineer......................................$154.00- $211.00 Managing Engineer ................................ $175.00 - $193.00 Technical Engineer .................................. $226.00 - $303.00 Project Surveyor ....................................... $150.00 - $180.00 Survey Party Chief ................................... $138.00 - $175.00 Survey Technician ................................... $95.00 - $141.00 Survey Field Assistant ............................... $73.00 - $91.00 GIS.............................................................$105.00- $171.00 Planner ...................................................... $115.00 - $243.00 Planning Analyst ...................................... $116.00 - $142.00 Landscape Designer ............................... $118.00 - $145.00 Landscape Architect .............................. $121.00 - $250.00 Environmental Scientist ........................... $116.00 - $154.00 Intern......................................................... $75.00 - $83.00 Construction Inspectors .......................... $129.00 - $150.00 Discipline Lead ......................................... $154.00 - $270.00 Engagement Manager .......................... $238.00 - $350.00 Line of Business Manager/Executive .... $227.00 - $330.00 Regional Manager/Executive ............... $280.00 - $308.00 Managing Partner ................................... $390.00 - $429.00 Chairman/President................................ $475.00 - $550.00 II. Limitation of Liability. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability in the aggregate of Dunaway Associates, LLC and Dunaway Associates, LLC's officers, directors, partners, employees, agents and Dunaway Associates, LLC's Subconsultants, and any of them, to Client and anyone claiming by, through or under Client, for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or this Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract, or warranty express or implied of Dunaway Associates, LLC or Dunaway Associates, LLC's officers, directors, partners, employees, agents or Dunaway Associates, LLC's Subconsultants or any of them, shall not exceed the total compensation received by Dunaway Associates, LLC under this Agreement. III. No Consequential Damages. Notwithstanding any other provision of this Agreement, neither party shall be liable to the other for any consequential damages incurred due to the fault of the other party, regardless of the nature of this fault or whether it was committed by the Client or Dunaway Associates, LLC, their employees, agents, or subconsultants. Consequential damages include, but are not limited to, loss of use and loss of profit. IV. No Duties to Third Parties. The services to be performed by Dunaway Associates, LLC under this Agreement are intended solely for the benefit of the Client. Nothing contained herein shall confer any rights upon or create any duties on the part of Dunaway Associates, LLC toward any person or persons not a party to this Agreement including, but not limited to any contractor, subcontractor, supplier, or the agents, officers, employees, insurers, or sureties of any of them. Claims Limited to Insurance Coverage. The Client and Dunaway Associates, LLC waive all rights for damages, each against the other and against the contractors, subconsultants, agents, and employees of the other, but only to the extent covered by property insurance during or after construction, except such rights as they may have to the proceeds of such insurance. The Client and Dunaway Associates, LLC each shall require similar waivers from their contractors, subconsultants, and agents. VI. General Contractor Duties and Responsibilities. Neither the professional activities of Dunaway Associates, LLC, nor the presence of Dunaway Associates, LLC or his or her employees and subconsultants at a construction site, shall relieve the General Contractor and any other entity of their obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending or coordinating all portions of the Work of construction in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. Dunaway Associates, LLC and his or her personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. The Client agrees that the General Contractor is solely responsible for jobsite safety, and warrants that this intent shall be made evident in the Client's agreement with the General Contractor. The Client also agrees that the Client, Dunaway Associates, LLC and Dunaway Associates, LLC's Subconsultants shall be indemnified and shall be made additional insureds under the General Contractor's general liability insurance policy. VII. Cancellation. It is understood that this Agreement may be canceled at any time by the Client and payment shall be due based on the method of computation in Section I only on Work performed or expenses incurred to date of cancellation. Vill. Payments and Interest. Client recognizes that prompt payment of Dunaway Associates, LLC's invoices is an essential aspect of the overall consideration Dunaway Associates, LLC requires for providing service to Client. Client agrees to pay all charges not in dispute within 30 days of date of invoice. All accounts past due 60 days from date of invoice shall pay interest at the rate of 18% (1.5% per month), or maximum allowable by law, whichever is lower, of the past due amount per month. IX. Cessation of Services. If Client, for any reason, fails to pay the undisputed portion of Dunaway Associates, LLC's invoices within 30 days of invoice date, Dunaway dunaway.com DUNAWAY Associates, LLC has the right to cease work on the project and Client shall waive any claim against Dunaway Associates, LLC for cessation of services, and shall defend and indemnify Dunaway Associates, LLC from and against any claims for injury or loss stemming from Dunaway Associates, LLC's cessation of service. Client shall also pay Dunaway Associates, LLC the cost associated with premature project demobilization. In the event the project is remobilized, Client shall also pay the cost of remobilization, and shall renegotiate appropriate contract terms and conditions, such as those associated with budget, schedule, or scope of service. X. Legal Action. Subject in all respects to the other provisions of this Agreement, in the event legal action is necessary to enforce the payment terms of this Agreement, the prevailing party in any such action shall be entitled to collect any judgment or settlement sums due, plus reasonable attorney's fees, court costs and other reasonable expenses incurred by the prevailing party in connection with such collection action. XI. Dispute Resolution and Termination. In the event any bill, or portion thereof, is disputed by Client, Client shall notify Dunaway Associates, LLC within 10 days of receipt of the bill in question, and Client and Dunaway Associates, LLC shall work together to resolve the matter within 60 days of its being called to Dunaway Associates, LLC's attention. If resolution of the matter is not attained within 60 days, either party may terminate this Agreement in accordance with conditions indicated in the termination of agreement clause specified in Section VII. XII. Mediation. In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project, the Client and Dunaway Associates, LLC agree that all disputes between them arising out of or relating to this Agreement or the Project shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. The Client and Dunaway Associates, LLC further agree to include a similar mediation provision in all agreements with independent contractors and subconsultants retained for the Project and to require all independent contractors and subconsultants also to include a similar mediation provision in all agreements with their subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution between the parties to all those agreements. Mill. Surveying Regulations. Land Surveying in the State of Texas is regulated by the Texas Board of Professional Engineers and Land Surveyors, 1917 S. Interstate 35, Austin, Texas 78741, telephone number (512) 440-7723. Dunaway Associates, LLC Survey Firm Registration #10098100 Dunaway I UDG Survey Firm Registration # 100659 XIv. Reimbursable Expenses. Other charges which may apply to the Client's project include: A. Expenses included in 27. Administrative Fee: mileage, parking, tolls, internal printing, aerials, postage, FedEx/Courier, courthouse records, tax certificates, on the job meals, invoicing time, field supplies, and other local travel expenses. STANDARD TERMS & CONDITIONS Page 2 Of 2 B. All direct non -labor expenses, including fees paid on behalf of Client, bid advertising, airfare, lodging, and rental cars are charged at actual cost. C. For services not offered as a part of Dunaway Associates, LLC's normal services, the Client may, at his option, contract directly with the third party for such services or through Dunaway Associates, LLC If such contracts are made through Dunaway Associates, LLC, a service charge of 10% will be added to the net amount of such contracts. Dunaway reserves the right to amend this fee policy at any given time. XV. Certifications, Guarantees and Warranties. Dunaway Associates, LLC shall not be required to execute any document that would result in its certifying, guaranteeing, or warranting the existence of conditions whose existence Dunaway Associates, LLC cannot ascertain. XVI. Assignment. Neither party to this Agreement shall transfer, sublet, or assign any rights or duties under or interest in this Agreement, including but not limited to monies that are due or monies that may be due, without the prior written consent of the other party. Subcontracting to subconsultants, normally contemplated by the Consultant as a generally accepted business practice, shall not be considered an assignment for purposes of this Agreement. XVIL Miscellaneous. A. Intellectual Prooertv. The drawings, specifications, and any other work products (including but not limited to software programs and electronic media of any description) prepared by Dunaway Associates, LLC for this project shall remain the property of Dunaway Associates, LLC and Dunaway Associates, LLC shall retain all common law, statutory and other reserved rights, including the copyright, where applicable. B. Entire Aareement. This Agreement is the entire agreement between the parties with respect to the subject matter of this Agreement and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors, and assigns. C. Counterparts. This Agreement shall be executed with one or more separate counterparts, each of which, when so executed, shall, together, constitute and be one in the same instrument. D. Governina Law and Venue. This Agreement shall be governed by, and construed in accordance with the substantive laws of the State of Texas and the parties hereto agree and consent that venue for all purposes shall be in Tarrant County, Texas. E. Pr000sal Exoiration. The terms stated in the proposal are valid only if executed by both parties within 90 days from the date of the proposal. F. Free Publicitv. Dunaway Associates, LLC has the right to r>hotoaraph the above named project and to use the photos in the promotion of the professional practice of Dunaway Associates, LLC through advertising, public relations, brochures, or other marketing materials. Should additional photos be needed in the future, the Client agrees to provide reasonable access to the project. dunaway.com EXHIBIT "B" Assumption of Risk and Waiver of Liabilitv. In the event that the provisions of § 130.002(B) of the Texas Civil Practices And Remedies Code (V.T.C.A 2005) apply to the Agreement, the additional terms contained in this Exhibit will become a part of the Agreement by reference as if recited therein. Notwithstanding anything in the Agreement to the contrary, Consultant understands and expressly agrees to the following: (a) The site where the project to which the Services relate is being constructed (the "Site"), being the location of a construction project, poses potential risks to the health, safety, and well-being of Consultant's employees, subcontractors, and its subcontractors' employees, that do not exist in the ordinary workplace. Consultant therefore assumes all risks involved with the Services, including any risk of personal or bodily injury to its employees, or its subcontractors' employees, or any risk to the personal property of Consultant or its subcontractors or any of their employees, and Consultant waives and relinquishes, covenants not to sue, and fully releases and forever discharges the Indemnitees from any and all claims that Consultant, its subcontractors, or any of their employees, may have against the Indemnitees, which may arise as a result of or in connection with any of the activities of Consultant, its subcontractors, or any of their employees, on or around the Site ("Personal Claims"), even if such Personal Claims may be caused by or attributed, in part, to the negligence of any Indemnitee. (b) Consultant will cause each and every employee of Consultant and its Subcontractors to read and execute the Release and Waiver of Liability attached hereto ("Release") and provide a copy of each executed Release to the Owner prior to such employee entering the Site for any reason whatsoever during the term of this Agreement. Notwithstanding the foregoing, the provision of, or failure to provide, any executed Release to the Owner will not imply any responsibility on Owner to obtain any such Release or in any way operate to relieve Consultant of its obligations hereunder. (c) Capitalized terms used in this Exhibit will have the same meaning as defined in the Agreement, unless otherwise defined herein. JRelease follows] RELEASE AND WAIVER OF LIABILITY DATE: TO: Event Facilities Fort Worth, Inc. ("Owner"), Owner's Lenders (if any), The City of Fort Worth, Texas, The Southwest Exposition & Livestock Show (dba Fort Worth Stock Show & Rodeo), Multipurpose Arena Fort Worth (dba Trail Drive Management Corp.) their respective related entities, partners, members, shareholders, directors, trustees, officers, agents, employees, successors, assigns and licensees, and all other parties claiming by or through any of the foregoing (collectively, the "Released Parties") In consideration of Owner granting me permission to enter the property located in Fort Worth, Texas (the "Site"), upon which Owner and its partner The City of Fort Worth intend to construct the Will Rogers Memorial Center Phase III Sheep & Swine Barn Renovations (the "Project"), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I agree to the following statements and conditions: (a) I understand and agree that the Site is the location of a construction project and thus poses potential risks, including, without limitation, risks to my health, safety, and well-being, that do not exist in the ordinary property or workplace. I therefore assume any and all risks associated, arising from, or involved with, my activities on or around the Site, including any risk of personal or bodily injury to me or any risk of loss or damage to my personal property, and, on behalf of both myself and my heirs, I waive and relinquish, covenant not to sue, and fully release and forever discharge the Released Parties from any and all claims that I may have against the Released Parties, which may arise as a result of or in connection with any of my activities on or around the Site ("Personal Claims"), even if such Personal Claims may be caused by or attributed to, in part, the negligence of any Released Party. (b) It is understood and agreed that this Release and Waiver of Liability will be subject to the application of the laws of the State of Texas. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the assumption of risk or waiver of liability set out above, that such legal limitations are made a part of the assumption of risk or waiver of liability and shall operate to amend the assumption of risk or waiver of liability to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and so modified, the assumption of risk or waiver of liability shall continue in full force and effect. (c) I understand that this document has important legal consequences and I represent that I can either read the English language or that I have had this document read to me by someone who does, and I fully understand the meaning and accept the consequences of all of the provisions of this document. Signature: Printed or Typed Name: Signed in Presence of: 5/8/23, 4:00 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 4/25/2023 REFERENCE **M&C 23- LOG NAME: 25WRMCSHEEPANDSWIN EBARN IMP NO.: 0331 CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Execution of a Design Procurement Agreement with Event Facilities Fort Worth, Inc. in the Amount of $1,500,000.00 for Architectural, Engineering and Design Services for the WRMC-Sheep & Swine Barn Renovation Project at the Will Rogers Memorial Center, Adopt Appropriation Ordinances and Amend Fiscal Year 2023 Adopted Budget and Fiscal Years 2023-2027 Capital Improvement Program RECOMMENDATION: It is recommended that the City Council: Official sde of the Oty of Port Wadh, Teaas Fo� H 1. Authorize execution of a Design Procurement Agreement with Events Facility Fort Worth, Inc. in the amount of $1,500,000.00 for architectural, engineering al services for the WRMC-Sheep & Swine Barn Renovation project (City Project No. 104828) at the Will Rogers Memorial Center; 2. Adopt the attached appropriation ordinance amending estimated receipts and appropriations in the Culture and Tourism Fund by eliminating a budgeted $156, contributions to fund balance and increasing use of fund balance in the amount $1,343,899.00 to provide a total of $1,500,000.00 for the purpose of a transfE and Tourism Capital Fund; 3. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the WRMC-Sheep and Swine Barn Renovation project (City Pro 104828) of the Culture and Tourism Capital Fund in the amount of $1,500,000.000 associated with the execution of the design procurement agreement; and 4. Amend the Fiscal Year 2023 Adopted Budget and Fiscal Years 2023- 2027 Capital Improvement Program. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to take actions associated with the Design Procurement Agreement (DPA) for architectural, design, and E services related to the renovation and remodeling of the Sheep and Swine Barn and Livestock Handling Facilities (the Project) at the Will Rogers Memorial Complex (WRP This Project represents one element in the larger capital program for Public Events Department facilities, which includes substantial investment at the WRMC and the Fort Convention Center over the next several years. As with several past projects at WRMC, the City is partnering with the private sector to make these improvements. Staff anticipates seeking City Council approval later thi issuance and sale of taxable revenue bonds for the estimated $40,000,000.00 project and for necessary construction contracts. Work on the facility improvements would I begin in February of next year, immediately after the end of the 2024 Fort Worth Stock Show and Rodeo (FWSSR), with the Project completed in time for the 2025 FWSSI The plan would be for one half of the cost of repaying the revenue bonds to be supported by an increased rental payment under the lease of the Southwestern Exposition Show (SWELS) (City Secretary Contract No. 19725, as amended) for the FWSSR. The structure for this Project mirrors the previous Cattle Barn remodeling that occurre G-19020, C-28361, C-28498, C-28559, and 20-0089). To make the aggressive schedule workable, staff recommends entering into a DPA with the FWSSR non-profit support group — Events Facilities Fort Worth Inc, (EFFW) — begin that process. EFFW will retain a design consultant to provide architect and other professional disciplines (by direct or by subcontract), including but not limited to art engineering services, surveyors, landscape architects, project management professionals, and geotechnical consultants for the design of architectural, civil, structural, me road, drainage, landscape , audio/visual, and furniture, fixtures & equipment systems to develop plans necessary for renovations to Sheep Barn, Swine Barn, Show Arena Handling Facilities, which are located on City owned Will Rogers Memorial Complex. Under the agreement, the City agrees to reimburse EFFW for the actual costs of the design consultants' services up to a maximum amount of one million five hundred tho ($1,500,000.00) (City's Share). Although the payment to EFFW is not expected to be made until after the bonds are authorized and sold, approval and execution of the dE procurement agreement requires appropriated funds. Staff recommends using existing Culture & Tourism Fund balance as the interim appropriation authority and as the progress payments if needed. Because the debt to be issued for the project will be taxable, no reimbursement resolution is needed for the City to reimburse itself out of th after they are issued later this year. With the DPA in place, next steps are as follows: The City and SWELS will then negotiate an extension of the agreement to hold the FWSSR at WRMC so that it includes the commitment to provide payments to repay 50' the Project. The Culture and Tourism Funds will provide the necessary debt capacity and 50\% of the annual debt service payments. The action in this M&C will amend the Fiscal Year 2023 Adopted Budget as approved in connection with Ordinance 25773-09-2022, Section Section 2. Special Revenue on page 7. Fund / Department FY2023 Adopted Budget Authority Budget Adjustment Revised Budget Category Culture and Tourism Fund Revenues Culture and Tourism $46,366,717.00 M&C 23-0221 $2,596,047.00 Transfer from General Fund 25FWCVB2023CONTRACT $120,000.00 Use of Fund Balance M&C 22-0984 $136,000.00 25FWCVB2023CONTRACT ($136,000.00) This M&C $1,343,899.00 Total Revenues $46,366,717.00 $4,059,946.00 Expenditures Culture and Tourism $42,431,499.00 25FWCVB2023CONTRACT $3,200,000.00 25FWCVB2023CONTRACT $120,000.00 M&C 22-0984 $136,000.00 M&C 23-0221 $573,467.00 Transfer to General Fund $943,581.00 Transfer to Capital Fund $500,000.00 This M&C $1,500,000.00 Transfer to VERF $179,155.00 Transfer to IT Refresh Capital $44,054.00 Transfer to Debt Fund $798,907.00 Contribution to Fund Balance /Net Position $1,469,521.00 25FWCVB2023CONTRACT ($3,200,000.00) apps.cfwnet.org/council_packet/mc—review.asp?ID=30958&councildate=4/25/2023 1/2 5/8/23, 4:00 PM M&C Review 25FWCVB2023CONTRACT ($136,000.00) This M&C ($156,101.00) M&C 23-0221 $2,022,580.00 Total Expenditures $46,366,717.00 $4,059,946.00 Capital Fund FY2023 CIP Revised FY2023 Name Project Name Appropriations Authority Budget Adjustment Budget WRMC-Sheep & 30101 -Culture & Swine Barn Tourism Capital Renovation project $ - This M&C $ 1,500,000.00 $ 1,500,000.00 Projects (City Project No. 104828) FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are currently available in the Culture & Tourism Fund and upon approval of the above recommendations and adoption of the al ordinances, funds will be available in the Culture & Tourism Capital Fund for the WRMC- Sheep and Swine Barn Ren project. Prior to an expenditure being incurred, the I Department has the responsibility of verifying the availability of funds. TO Fund Department I Account I Project Program I Activity I Budget I Reference # I Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: William Johnson (5806) Originating Denartment Head: Michael Crum (2501) Additional Information Contact: Keith Chisolm (2525) ATTACHMENTS 25WRMCSHEEPANDSWINEBARNIMP funds availabilitv.ndf (Public) FID 25WRMCSHEEPANDSWINEBARNIMP.xlsx (CFW Internal) Farm 1295 - EFFW for Sheen and Swine.ndf (CFW Internal) ORD WRMC SHEEPANDSWINE Oneratino AO 20101 (r2).docx (Public) ORD WRMC SHEERANDSWINEBARN Can AO 30101 (r3).DOCX (Public) apps. cfwnet.org/council_packet/mc_review.asp? I D=30958&counci ddate=4/25/2023 2/2