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2002-11-20-PEDC 821 MINUTES OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION REGULAR MEETING November 20, 2002 The Paris .Economic Development Corporation met in a regular session on Wednesday, November 20, 2002, 4:00 P.M. at Paris Junior College, Applied Technology Building, Room 1016, 2400 Clarksville Street. President Jay Guest called the meeting to order with the following Directors present: Curtis Fendley, Richard L. Severson, and Mike Dunn. Also present were Executive Director Gary Vest, City Manager Michael E. Malone, City Attorney Larry W. Schenk and City Clerk Mattie Cunningham. President Guest called for the approval of the minutes from a previous meeting. A motion was made by Director Fendley, seconded by Director Severson, for approval of the minutes as presented. The motion carried unanimously. President Guest advised the Board Members that Mr. Anderson was not able to attend the meeting, but the financial report had been included in their packet for review..A motion was made by Director Severson, seconded by Director Dunn, for approval of the financial report. The motion carried unanimously. President Guest called for the Director's report. Gary Vest, Executive Director of Paris Economic Development Corporation, reported that since the last meeting, they had twenty-nine inquiries through their advertisement program. Mr. Vest furnished the.Board with a copy of an insert that was a special section on Enterprise Zones that they. did in Plants Sites & Parks, and pointed out the ad for the City of Paris and a write up on the Enterprise Zone. Mr. Vest said they had been trying different things on advertising. At this time, there is an ad in The Houston Chronicle on the K-Mart Building and he had received a telephone call the previous day regarding this building from a company that does manufactured housing. Mr. Vest said they were going to continue placing ads in this same manner in The Dallas Morning News and maybe in some other newspapers t.o see how good the responses are. 322 He had contacted Jackson Products again about trying to revive that project. They told Mr. Vest that they wanted to put it on the back burner until after the first of the year. They have not had as good of a response from the periodical advertisements, so they are going to try a billboard on Interstate 30 promoting Paris as an industrial location. He was hopeful that there will be two billboards on Interstate 30, one for tourism and one for economic development. Mr. Vest thought this would generate a little interest in the City of Paris. Mr. Vest said there were two prospects from the Texas Department of Economic Development: Project Carl and Project Clearwater. He stated that work on the application for economic assistance, which follows the flexible incentive plan, is progressing and should be ready for Board approval next month. Mr. Vest advised that Eric has just returned from a real estate course in Dallas sponsored by the International Economic Development Council, which is the national association for economic developers. He reported that Paris was well represented in Austin for the request for funding from the Texas Department of Transportation for the completion of State Highway 24 from a two-lane roadway to a four-lane divided highway. Mr. Vest told the Board that Don Wall was meeting with Michael Berringer regarding this matter. Mr. Vest advised the board that he and Eric attended the Northeast Texas Economic Development Roundtable meeting in Tyler on October 16, 2002. He also submitted a grant request to the Economic Development Administration for assistance on a rail spur for Sara Lee. Mr. Vest said that Sara Lee wants to rebuild the rail spur into their plant, but so far, he has negative feedback on that and he did not 823 think EDA is going to give the assistance that they asked for. Mr. Vest reported that things had been quiet on Project Winter. Although another packet had been submitted, they had not heard from the company. The only way to contact the company is through Todd Thompson with Oncor or Angie Mendez with the Texas Department of Economic Development. President Guest announced that the next item on the agenda was to consider authorizing the negotiation of an economic development assistance agreement with Paris Custom Trailer. Director Fendley excused himself due to conflict of interest and he departed the meeting. Mr. Vest advised the Board that Paris Custom Trailer is a small manufactUring company in Paris and has been doing business since 1982. They have about twenty employees. He said that Cleve Fendley is the owner of the business and Mr. Fendley would like to expand his business. Mr. Vest advised that Mr. Fendley had looked at selling the business, but he is at the point where he wants to expand the operation. Mr. Vest said his financial statements for five years show that this is a profitable business. Mr. Fendley wants to add six new bays and add ten new employees to his operation. Mr. Vest had advised Mr. Fendley that PEDC's flexible incentive plan normally grants $2,000.00 per job. Mr. Fendley is requesting that assistance. After discussion, a motion was made by Director Severson, seconded by Director Dunn, authorizing Mr. Vest and the City Attorney to work out an agreement with Mr. Fendley and bring that agreement back to the Board for approval. The motion carried unanimously, voting 3-0, with Director Fendley having left the meeting. Director Fendley returned to the meeting and assumed his seat. 824 Director Guest called for consideration of and action on authorizing the negotiation of an economic development assistance agreement with Hydro-Conduit, a division of Rinker Corporation. Mr. Vest explained that Hydro-Conduit is a division of Rinker Corporation. Hydro- Conduit was formerly known as Wall Concrete Pipe Company and Director Don Wall was part owner of that company. He advised that Mr. Wall is still on a retainer with that company, but he is not actively employed. Mr. Vest said that Hydro-Conduit had a six-inch water line that feeds their box plant and the water pressure fell to 17 gallons per minute, which was not enough to operate the box plant. Mr. Vest said they had to close the box plant. The City Engineer went out and checked the situation and came to a resolution regarding the water problem. He ran a new water main to the property line and did not tie into the existing service coming from a different direction. The water line that was on Hydro-Conduit's property was installed twelve years ago and the city water main does not have the pressure to keep that pressurized at a level to adequately run their box plant. Mr. Vest said they put in a neW eight-inch line on an emergency basis from their meter to the new city main. Mr. Vest said they were asking the PEDC to pay for that new eight inch water line as the City of Paris cannot build that water line because it is on private property. He said they were probably talking about $5,000.00. After discussion, a motion was made by Director Fendley, seconded by Director Severson, to authorize the funding of this project. The motion carried unanimously. President Guest called for discussion of the Revolving Loan Fund for the City of Paris. Tommy Haynes, Director of Community Development for the City of Paris, came forward and explained that Bob Jones, consultant for the City of Paris, wrote this particular grant and he was unable to attend this meeting. Mr. Haynes said he would answer any questions that the Directors had. Mr. Haynes said two years ago the City of Paris applied for a grant with the U. S. Department of Agricultural and Rural 825 Development for a $200,000.00 economic development loan, which ties in with creation of jobs. He said this is for any business in the city of Paris that needs financial help to add employees. Mr. Haynes said that this is a loan with a 4% interest rate and the business would have to repay the loan back to the City of Paris, and after the loan is paid back, the funds can be loaned again. Mr. Haynes said they can also tie in with banks. He said they did send out notices to a couple of banks trying to create interest from that standpoint. If you are a principle or owner in the business you do not count as one of the created jobs. If you own 20% or more of the business you cannot be counted. There have been several calls but most .of them did not qualify. He said they have sent notices to a couple bands trying to create interest. There have also been two notices of availability placed in the newspaper. Since he and Mr. Vest talked there have been a couple of prospects; one looks good. Resolution No. 2002-007, accepting a revised proposal from Graeber, Simons, & Cowan for Professional Architectural Services related to the Master Planning and Design of a Business Park in Paris; authorizing a Professional service contract in accordance with said revised proposal, was presented. City Attorney Schenk advised the Board that Mr. Shackelford with Graeber, Simons & Cowan has resolved two of the three issues that he was concerned with. The third one is the clause that has to do with liability. He said that basically what the original language said was "notwithstanding any other provision of this agreement, Graeber, Simmons & Cowan will not be liable for incidental, indirect, special or consequential damages or for lost profits, savings or revenues of any kind, regardless of whether Graeber, Simmons & Cowan has been advised of the possibility of such damages". City Attorney Schenk said to him, that is a very sweeping release of liability. He said that he asked Mr. Shackerlford about that, but first he wanted to make sure that this attempted limitation of liability applied only to PEDC and not the world, and Mr. Shackelford agreed to something that would address that question. City Attorney Schenk said he wanted to make sure this clause in no way construed to in anyway diminish the consultant's responsibility in terms of the scope of work that they do. City Attorney Schenk said that Mr. Shackelford had sent him alternative language and Mr. Shackleford felt this would resolve this issue. City Attorney Schenk said what he may provide is that the consultant will not be liable to the PEDC, so we are the only ones accepting that limited liability. This is not to be construed that PEDC is indemnifying a third party. City Attorney Schenk said if the consultant is willing to accept that arrangement from the standpoint of our ability to make a claim, then he felt this clause would do what he wanted it to do. After further discussion, a motion was made .by Director Fendley, seconded by Director Dunn, for approval of the resolution. The motion carried unanimously. 826 PARIS ECONOMIC DEVELOPMENT CORPORATION RESOLUTION NO. 2002-007 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARIS ECONOMIC DEVELOPMENT CORPORATION ACCEPTING A REVISED PROPOSAL FROM GRAEBER, SIMONS & COWAN FOR PROFESSIONAL ARCHITECTURAL SERVICES RELATED TO THE MASTER PLANNING AND DESIGN OF A BUSINESS PARK IN PARIS; AUTHORIZING A PROFESSIONAL SERVICES CONTRACT IN ACCORDANCE WITH SAID REVISED PROPOSAL; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the Paris Economic Development Corporation is need of master planning services related to a business park in Paris; and, WHEREAS, Graeber, Simons & Cowan has made a proposal to perform such services, and the Board of Directors of the Paris Economic Development Corporation by Resolution No. 2002-005 adopted August 21, 2002, accepted said proposal contingent upon resolving certain terms and conditions stated in said proposal to the satisfaction of the City Attorney; and, WHEREAS, Graeber, Simons & Cowan has subsequently submitted a revised proposal for consideration by the Board of Directors for approval and to be used in the preparation of a professional services contract for the same; NOW, THEREFORE, BE IT RESOLVED BY THE PARIS ECONOMIC DEVELOPMENT CORPORATION: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the revised proposal of Graeber, Simons & Cowan, dated October 15, 2002, or as otherwise dated on Exhibit A attached hereto and incorporated herein for all purposes, be, and the same is hereby, accepted. Section 3. That the President of the Board, be, and he is hereby, authorized and directed to execute, on behalf of the Paris Economic Development Corporation, the revised proposal and a professional services contract with Graeber, Simons & Cowan to perform master planning and design services related to a business park in Paris. Section 4. That this resolution shall be effective from and after its date of passage. 827 PASSED AND APPROVED this 20th day of November, 2002. Jay Guest, President ATTEST: Curtis Fendley, Secretary-Treasurer APPROVED AS TO FORM: Larry W. Schenk, City Attorney 828 Jim Shackelford, AIA Vice President Advanced Technology Group November 19, 2002 Mr. Gary Vest, Director Paris Economic Development Corporation 1651 Clarksville Street Paris, Texas 75460 Re: Paris Business Park Paris, Texas SUBJECT: Professional Services Proposal for Master Planning (Revised) Dear Gary: Pursuant to our discussions and your request, this letter and its attachment represent our revised proposal to provide professional services to the Paris Economic Development Corporation for master planning a business.park in Paris. As we discussed, this proposal is a menu of services that our team can provide to your group to supplement your economic development activities. We have included all of the services you requested in our earlier conversation, and have indicated the associated fees with each service. You may choose the services you deem most appropriate to complement your efforts. We are pleased to submit our planning services proposal, which is organized in the following manner: I. PROJECT SCOPE II. PROJECT TEAM III. OWNER'S RESPONSIBILITIES IV. MENU OF BASIC SERVICES V. ADDITIONAL SERVICES VI. COMPENSATION VII. TERMS AND CONDITIONS This proposal includes specific criteria discussed in previous conversations, as well as typical master planning services encountered in this type of project. The Menu of Basic Services provides.a description of the services, deliverables, time required, and associated fees for each of the activities we believe to be appropriate for your project. EXHIBIT A 829 We are most enthusiastic about working with you and the City of Paris. This is reflected in our fee structures and reinforced by our commitment to support your recruiting efforts. Please review the enclosed proposal at your convenience and, if you have any comments or questions, please contact me. With Warmest Regards, Jim Shackelford, AIA Attachment cc: A.M. Simmons Brian Ott, TBG Kelly Halls Donald Redmon 830 Mr. Gary Vest Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 1 I. PROJECT SCOPE This planning services proposal has been prepared for Paris Economic Development Corporation (PEDC) for the 145 acre business park site located in Paris, Texas. It is our understanding that the project consists of providing planning services as outlined below for the business park. This proposal is based on the following assumptions, which are based on earlier discussions with PEDC: · The project consists of the master planning of a 145 acre site in Paris, Texas for the purposes of establishing a business park for industry. · Graeber, Simmons & Cowan will not be responsible for securing or providing payment for any required permits. Graeber, Simmons & Cowan will be responsible for assisting PEDC in responding to building official's comments related directly to the design and construction of the new amenities. · PEDC will contract with a local contractor for the construction of the project. · Preparation of record documents at the completion of the project will be addressed in a separate proposal as an additional service. II. PROJECT TEAM Graeber, Simmons & Cowan is organized to integrate the combined skills of its staff into a responsible and dedicated problem-solving group, supported by the remaining professional staff. The project must be well organized so that costs are controlled and deadlines are met; therefore, listed below are the individuals to be involved with the project and their responsibilities. Gary Vest - Authorized Client Representative Serves as a decision maker for the approval of design presentation. Gary's input is crucial for coordination and continuity, and for this reason, it is critical that he be present at all meetings. All information from PEDC should flow through Gary, who is the only person authorized to approve aclditional expenses. A.M. Simmons - Principal-In-Charge, Graeber, Simmons & Cowan Attends internal project review meetings and participates in the conceptual design and planning stages of the project. Also available as required throughout all phases of the project. Jim Shackelford - Project Manager, Graeber, Simmons & Cowan Provides direction and coordination for all consultants and team members. Manages team members for schedule, budget and design issues. Attends all meetings and serves as liaison with PEDC. Mr. Gary Vest Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 2 III. OWNER'S RESPONSIBILITIES A. PEDC will provide full information regarding requirements of the project, including PEDC's design objectives, constraints and criteria, and project scope requirements. B. PEDC will designate a representative authorized to act in the Owner's behalf with respect to the project. The representative shall be responsible for all Owner-provided information, data and decisions, including examination of the GS&C Team's work product submitted, and render decisions pertaining thereto promptly to avoid unreasonable delays. C. PEDC will provide record documents of existing conditions at the proposed site, including a certified property survey indicating the property boundaries, topography, trees, rights-of-way, streets and roadways adjacent to the site, easements, encroachments, deed restrictions, zoning, and utility plans of all utilities located on or adjacent to the proposed site, including location, size and depth above or below grade. The Owner-provided information shall also include locations, dimensions and complete data pertaining to existing buildings or parts thereof, foundations, pipelines, driveways, sidewalks, and other improvements. PEDC will provide copies of all environmental surveys and assessments that have been performed related to the site. D. PEDC shall furnish other services, information, surveys and reports as may be considered within the standards of the industry, if required in order for the project to be accomplished. Such information and services, and approvals and decisions, shall be rendered as expeditiously as possible for the orderly progress of the project. IV. MENU OF BASIC SERVICES - Following is an outline of specific proposed master planning services, time required, deliverables and associated fees. A. BUSINESS PARK MASTER PLAN 1. Consult with PEDC to determine the goals, objectives, and requirements of the project and projected budgets. 2. Review existing land development ordinances, deed restrictions and other restrictions or limitations to development and, in general, become familiar with the pertinent development regulations. 3. Review the requirements for elements such as existing and proposed future roadways, planned subdivision lots and utility infrastructure, both existing and future. We anticipate that consultation and review for items 1 and 2 above will consist of one two-hour meeting with Paris Economic Development Corporation. 4. Determine the feasibility of achieving PEDC's requirements by examining drawings and specifications of existing conditions or conducting site visits of the proposed site. 5. Prepare, for approval by PEDC, plans, sketches and other documentation as may be deemed necessary to indicate the proposed land uses, lot sizes and locations, and roadway and utility locations. The proposed plan will be reviewed with PEDC during one two-hour meeting to finalize all plans. Mr. Gary Vest Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 3 6. This activity will be completed within thirty days of receiving Notice to Proceed and all record documents from Paris Economic Development Corporation. 7. The fee for this activity is: Graeber, Simmons & Cowan: $8,000 B. BUSINESS PARK DEVELOPMENT STANDARDS 1. Consult with PEDC to determine the desired business types to be recruited to the new park. 2. Based on the stated goals, objectives, requirements and desired business types to be recruited, review and select appropriate limitations and standards for building and site design for future developments to be located within the park. Typical elements such as floor: area ration (FAR), building heights and setbacks, exterior material selections, parking and loading requirements, storage yard screening, landscaping, and signage will be included in the development standards. The standards will complement the proposed zoning for the property. Included in this activity is the development of by-laws and covenants for the establishment of a property owners' association to govern the maintenance and perpetual preservation of the common areas of the park. It is anticipated that consultation and review for items 1 and 2 will consist of one two-hour meeting with Paris Economic Development Corporation. 3. Prepare, for approval by PEDC, a written outline of standards to be enforced and imposed on all future development in the park. 4. This activity will be completed within forty-five days of receiving Notice to Proceed from PEDC. 5. The fee for this activity is: Graeber, Simmons & Cowan: $5,000 C. BUSINESS PARK ENTRANCE IMAGE/SITE IDENTIFICATION DESIGN With the approval of the Business Park Master Plan, the new park entrance image/site identification design can be completed. This activity includes the following operations:' 1. Prepare studies to establish the design concept of the site identification, indicating the size, location, types and quality of materials. It is anticipated that the entry plan will include landscaping, lighting 'and irrigation systems. 2. Prepare, for approval by PEDC, plans, sketches and other documentation as may be deemed necessary to indicate the proposed site identification elements. The proposed design will be reviewed with PEDC during one two-hour meeting to finalize all plans. 3. Complete, based on approval from PEDC, construction documents includi.ng plans and specifications for the construction of the approved park entrance and site identification elements. 833 Mr. Gary Vest Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 4 4. Provide a color rendering of the park entrance for use by PEDC in future recruitment activities. 5. This activity will be completed within forty-five days of receiving Notice to Proceed .from PEDC. 6. The fee for this activity is: Graeber, Simmons & Cowan: $ 9,000 Landscape Architect: $ 6,000 Color Rendering: $ 1,800 Total for Entrance Design: $16,800 D. PHASING PLANS Approval of the Business Park Master Plan will permit PEDC to consider phasing the installation of infrastructure improvements and development of individual lots within the park. If desired, assistance can be provided for determining optimum phasing of the development of the park. This activity includes the following operations: 1. Prepare, for approval by PEDC, drawings to indicate the number and location of two or more phases of improvements to be installed or constructed at the project. 2. This activity will be completed within fourteen days of completion of the Master Plan and authorization to proceed from PEDC. 3. The fee for this activity is: Graeber, Simmons & Cowan: $3,500 E. PERMITS Following completion of the construction documents for the park entrance image/site identification, Graeber, Simmons & Cowan Will assist PEDC with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over lhe project. This activity includes the following: 1. Provide copies of construction documents and submit such documents to the authorities having jurisdiction for permitting. 2. Respond to inquiries from authorities having jurisdiction as necessary to obtain required permits. 3. Graeber, Simmons & Cowan will not be responsible for providing payment for any required permits. PEDC will provide payment for all necessary permits, and all fees associated with permits, including plan review and plan filing fees. 4. This activity will be completed as expeditiously as possible upon authorization to proceed from PEDC. Given the uncertain time required to obtain the necessary permits, it is not possible to assign a fixed timeframe to this activity. 5. The fee for this activity is: Graeber, Simmons & Cowan: $2,500 Mr. Gary Vest Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 5 V. ADDITIONAL SERVICES Unless otherwise noted in this proposal, services described in this section are not included in basic planning services and will be billed on an hourly basis to PEDC. Optional Additional Services should first be approved by PEDC. If Contingent Additional Services are required because of circumstances beyond Graeber, Simmons & Cowan's control, Graeber, Simmons & Cowan will notify PEDC prior to commencing such services. If PEDC deems that such services described as Contingent Additional Services are not required, PEDC will provide prompt written notice to Graeber, Simmons & Cowan and thereby release Graeber, Simmons & Cowan from any obligation to provide those services. A. CONTINGENT ADDITIONAL SERVICES 1. Providing services to verify the accuracy of drawings or other information furnished by PEDC. 2. Making revisions in drawings, schedules, specifications, or other documents based on programming or design changes when such revisions are inconsistent with written approval or instructions previously given, Or are required because of revisions in codes, laws, or regulations subsequent to the preparation of such documents, or required as a result of PEDC's failure to render decisions in a timely manner. 3. Preparing drawings, specifications, and other documentation and supporting data, evaluate the contractor's proposals, and provide other services in connection with change orders and construction change directives. 4. Providing services related to evaluating substitutions proposed by the contractor and to revising drawings, specifications, and other documentation resulting therefrom. 5. Preparing documents for alternate, separate or sequential bids and providing out-of-sequence services requested by PEDC. 6. Providing consultation concerning replacement of work damaged by fire or other causes during construction, and providing services required in connection with the replacement of such work. B. OPTIONAL ADDITIONAL SERVICES 1. Providing financial feasibility or other special studies. 2. Providing planning surveys, evaluations or comparative studies of prospective sites or buildings. 3. Providing services involving travel for the purpose of evaluating systems or materials proposed for the project. 4. Coordinating construction performed by separate contractors or by PEDC's own forces, and coordinating services required in connection with construction performed and equipment supplied by PEDC. 835 Mr. Gary Vest Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 6 5. Preparing reproducible record drawings showing significant changes made during the performance of the work based on marked-up prints, drawings, and other, data furnished by the construction contractor. 6. Providing consultant services or special design services other than those listed in earlier sections of the proposal for basic design services. 7. Providing services for post-occupancy evaluation, maintenance programs, or warranty review. 8. Providing 3-D computer models, perspectives, renderings, mock~ups, models and videos. 9. Providing detailed estimates of construction costs. 10. Providing any other services not included in earlier sections of this proposal or not customarily furnished in accordance with generally accepted architectural practice. VI. COMPENSATION A. The following expenses will be reimbursed to Graeber, Simmons & Cowan at cost, plus five (5) percent, excluding in-house services, which will be billed at standard rates. 1. Airfare, mileage and approved out-of-town expenses authorized .by PEDC. 2. Plots, drawing reproductions, and/or photocopying services. 3. Film, developing, and design presentation materials. 4. Facsimiles and/or long-distance calls. 5. Courier, delivery, postage and express mail services. 6. Professional consultants needed to complete the project (e.g., engineers, life safety code consultant, traffic consultant, etc.). 7. Fees incurred through application for any code variances (e.g., fire, health safety). 8. Fees as required for review of construction documents by Texas Accessibility Standards. D. Charges for services are based upon the hourly rates listed below. Principal $125.00 Project Manager $105.00 Project Architect $ 95.00 Architect V $ 90.00 Architect IV $ 80.00 Architect III $ 75.00 Spec Writer $ 70.00 Architect II $ 65.00 Architect I $ 60.00 Tech $ 58.00 Clerical $ 50.00 Mr. Gary Vesl Proposal for Master Planning Services Paris Business Park November 19, 2002 PAGE 7 VII. TERMS AND CONDITIONS Graeber, Simmons & Cowan will perform the services outlined in this agreement for the stated fee arrangement as an additional service, subject to the conditions of our original agreement with PEDC. A. Unless otherwise stated, Graeber, Simmons & Cowan will have access to the site for activities necessary for the performance of the services. The firm will take precautions to minimize damage that could possibly result from these activities, but has not included in the fee the cost of restoration of any resulting damage. B. Any claims or disputes made during design, construction or post-construction between PFDC and Graeber, Simmons & Cowan will be submitted to non-binding mediation in Paris, Texas prior to the commencement of any litigation. PEDC and Graeber, Simmons & Cowan agree to include a similar mediation agreement with all contractors, sub- consultants, suppliers, and fabricators, thereby providing for mediation as the primary method for dispute resolution among all parties. C. Invoices for Graeber, Simmons & Cowan's services will be submitted, at our option, either upon completion of such services or on a monthly basis. Invoices will be payable within thirty (30) days after the invoice date. No deductions will be made without itemized exceptions presented to Graeber, Simmons & Cowan within ten (10) days of receipt of the invoice. Payment will not be delayed due to deductions, errors or insufficient detail. Invoices not paid within thirty (30) days may be subject to a monthly services charge of 1.5% (or the maximum legal rate, if less) and will allow.Graeber, Simmons & Cowan, without waiving any claim or right against PEDC, and without liability whatsoever to PEDC, to terminate or withhold the performance of services. In the event any portion or all of an invoice remains unpaid ninety (90) days after billing, PEDC will pay all costs of collection, including actual attorney fees. D. Graeber, Simmons & Cowan will not be required to execute any documents that would result in our certifying, guaranteeing or warranting the existence of conditions that Graeber, Simmons & Cowan cannot ascertain exist. E. Notwithstanding any other provision of this agreement, Graeber, Simmons & Cowan shall not be liable to PEDC for incidental, indirect, special or consequential damages or for lost profits, savings or revenues of any kind, regardless of whether Graeber, Simmons & Cowan has been advised of the possibility of such damages, provided, however, this provision shall not be construed as an obligation by PEOC to indemnify Graeber, Simmons and Cowan as to claims brought by third parties, nor shall it in any way limit Graeber, Simmons and Cowan's obligation to perform its services hereunder to a standard of performance consistent with the level of responsibility for other similar professionals in the industry. F. This agreement may be terminated by PEDC or by Graeber, Simmons & Cowan upon thirty (30) calendar day's written notice. All fees for services rendered, all reimbursable expenses and reimbursable termination expenses will be paid to Graeber, Simmons & Cowan at the time of termination. G. Graeber, Simmons & Cowan agrees that all plans, drawings, photographs, designs, studies, specifications, data, computer programs, schedules, technical reports, or other work producls which are specificied to be delivered pursuant to this agreement and which are paid for by PEDC are subject to the rights of PEDC in effect at the time of execution of this agreement. These rights include, but are not limiled to, the right to use, duplicate and disclose such items, in whole, or in part, solely for the purpose of Mr. Gary Vest Proposal fox Master Plannin8 Services Paris Business Park November 19, 2002 PAGE 8 constructing, using, maintaining, repairing, remodeling or modifying the Project. If any item produced by Graeber, Simmons & Cowan is copyrightable, Graeber, Simmons & Cowan reserves the right to copyright it, provided that Graeber, Simmons & Cowan hereby grants to the PEDC a royalty free, and non-exclusive license to reproduce, publish, modify and use such items and to authorize others to do so for the purposes set forth above. The term of such license shall be for the life of the copyright and all extensions or renewals thereof. This license is revocable by Graeber, Simmons & Cowan upon ten (10) days prior notice for non-payment of Graeber, Simmons & Cowan's compensation under this agreement or for any other material, unexcused breach of contract by the PEDC, but only until final payment is made by the PEDC to Graeber, Simmons & Cowan; thereafter, the license shall be irrevocable. Ail such items furnished or produced by Graeber, Simmons & Cowan pursuant to this agreement are considered instruments of services with respect to this project. Nothing contained herein authorizes the PEDC to duplicate the instruments of service in connection with construction of a separate project substantially identical to this one on this site or another site Graeber, Simmons & Cowan does not represent or warrant such items to be suitable for reuse on any other project or for any other purpose. H. Opinions of probable cost or evaluations by third parties will represent Graeber, Simmons & Cowan's best judgment as professionals familiar with architecture and interior design and do not imply that actual costs will not vary. I. Graeber, Simmons & Cowan reserves the right to re-negotiate this proposal if it is not accepted and activated within thirty (30) calendar days. Project completion is estimated on or before December 2002. Should the scope .of the project be substantially increased or decreased or the project be significantly delayed or extended, Graeber, Simmons & Cowan reserves the right to re-negotiate the fees set forth herein or invoice for services on an hourly basis as previously outlined. K. All drawings, specifications, information, reports, sources, etc. provided to Graeber, Simmons & Cowan must document the space accurately and will be furnished at your expense. Corrections to documents and/or site measurements resulting from inaccurate drawings supplied to Graeber, Simmons & Cowan will be billed as additional'services. L. If for some reason your authorized representative should change, Graeber, Simmons & Cowan will be compensated based on the hourly rates in Section V, Compensation to update the new representative. If this proposal is acceptable, please sign and return both copies to Graeber, Simmons & Cowan. A copy of the fully executed agreement will be sent to you. Thank you. OFFERED BY: ACCEPTED BY: GRAEBER, SIMMONS & COWAN PARIS ECONOMIC DEVELOPMENT CORP. 838 President Guest announced that the Board would convene into executive session pursuant to Section 551.072, Texas Government Code (The Texas Open Meetings Act), to deliberate the purchase exchange, lease, or value of real property, where deliberation in an open meeting would have a detrimental effect on negotiations with a third person, to discuss the following: A. Purchase of real property for economic development purposes. President Guest declared the executive session open and the regular session closed at 4:45 P. M. President Guest declared the executive session closed and the regular session open at 5:14 P. M. President Guest called for possible action regarding the purchase of real property for economic development purposes. A motion was made by Director Severson, seconded by Director Dunn, authorizing the Gary Vest, Executive Director of the Paris Economic Development Corporation, to pursue further negotiation regarding property that would be'of use for economic development purposes. The motion carried unanimously. There being no further business, the meeting was adjourned. JAY GUEST, PRESIDENT ATTEST: MATTIE CUNNINGHAM, CITY CLERK