David M Schwarz/CRC/24999/Carmel City Center Hotel & Conference CenterDAVID M. SCHWARZ ARCHITECTS
18 August 2015 VIA EMAIL
Carmel Redevelopment Commission
C/o The Honorable James Brainard, Mayor
Mayor's Office, Carmel City Hall
One Civic Square
Carmel, IN 46032
Re: Carmel City Center Hotel & Conference Center; Proposal for Master Plan Revisions and Conceptual
Design
Dear Mr. Mayor,
As discussed with you during our recent telephone conversation and as outlined in my email to you on 4
August 2015 (Exhibit A). David M. Schwarz Architects, Inc. (DMSAS) is pleased to submit the following
proposal for Design Architect services on the Carmel City Center Hotel and Conference Center consisting
of revision to the existing Pedcor master plan and conceptual design as further described below. Herein,
we have outlined our understanding of the project, our proposed scope of services and deliverables, and
the fees and associated terms under which our services will be provided. Upon authorized signature, this
Agreement shall authorize DMSAS to begin work and to invoice for these services. Given the limited and
preliminary nature of our scope of services, we assume a more formal agreement, such as the one used on
the Palladium project, will not be required until subsequent phases of work, if any.
1. Project Understanding
Site The general site area site for this project is the northwest quadrant of Carmel City Center,
comprising the Hotel/Motor Court, Wren, and Windsor buildings and surrounding roads and open spaces
as depicted on Page 5 of the August, 2015 Carmel Redevelopment Commission (CRC) report to the City
Council (Exhibit 13).
Program: The program will he relined as the work progresses. 111 general the project consists ofa higher
end hotel property of approximately 160 guest room with normal and customary front of house, amenity,
and back of house spaces. The conference center facility program is to be determined, but excludes any
high use, high volume, heavy duty exhibition spaces.
Budget: No budget has been currently provided for this project.
David M. Schwarz Architects, Inc. 1707 L Street N.W. Suite 400 Washington, D.C. 20036 T 202.862.0777 F 202.331.0507
201 Main Street Suite 600 Fort Worth, TX 76102 T 817.339.1133
www.dtnsas.com
Carmel Redevelopment Commission
C/o The Honorable James Brainard. Mayor
18 August 2015
Page 2
II. Scope of Design Architect Basic Services
DMSAS will provide Design Architect services as outlined in Basic Architectural Design Services and
Additional Services (Exhibit C) for the Carmel City Center 1-lotel and Conference Center project
described above. Any Architect of Record services that may be needed in this preliminary phase, such as
code and technical consultation, is to be provided by Pedcor in a timely manner.
The following list outlines the specific scope of work DMSAS will undertake for this Project:
Master Plan Revisions — DMSAS' fee assumes:
• Design Architect will study existing conditions and planning efforts to date, assist stakeholders in
refining a conceptual building program, and revise the current Pedcor Master Plan to
accommodate the conceptual hotel and conference center plan to be developed as part of this
Agreement. Master Plan revisions will address building locations, massing, open space, view
corridors, traffic, loading, parking and drop-off.
Conceptual Design — DMSAS' fee assumes:
• Design Architect will develop basic conceptual design for the hotel and conference center based
on the parameters ofthe revised master plan and refined program. Conceptual Design
Deliverable will establish the general site arrangements, building footprints, building heights,
number of stories, program distribution, architectural character and preliminary materials.
Project deliverables:
• Site Plan/Revised Master Plan for Hotel and Conference Center
• Ground Floor Plan of Hotel and Conference Center
• Additional Floor Plans of Conference Center, if any
• Typical Floor Plan of Hotel
• One prototype Elevation of I-lotel and Conference Center
• One rendered perspective of a view to be determined
III. Additional Services
No Additional Services beyond the basic services explicitly covered by this agreement are currently
envisioned at this time. Any services other than the Basic Services identified in Exhibit C and those
specifically outlined above that may be desired or require as the work progresses shall be undertaken and
invoiced under a separate future agreement to be negotiated at the appropriate time.
Carmel Redevelopment Commission
C/o The Honorable James Brainard, Mayor
18 August 2015
Page 3
VI. Schedule
For purposes of this Proposal, DMSAS has estimated the following periods of time for each phase of
work:
o Master Plan Revisions and Conceptual Design — approximately I month
We understand that the CRC and Pedcor may proceed with Schematic Design and Design Development at
a later date. Future serves in those later phases are not a precondition of this agreement; however, both
parties agree that subject to successful completion of the current scope — as judged by both parties — they
will negotiate in good faith on further agreements for these subsequent phases.
IV. CRC Responsibilities
It is the CRC's responsibility to provide the Design Architect with all necessary existing condition
documents such as surveys describing the physical characteristics, legal limitations and utility locations
for the Property, including grades and lines of streets, alleys, pavements and adjoining property and
structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed
restrictions, boundaries and contours of the Property; locations, dimensions and necessary data pertaining
to existing improvements, other improvements and trees; and information concerning available utility
services and lines, both public and private, above and below grade, including inverts and depths. All the
information on the survey will be referenced to a project benchmark. These shall be provided in both
graphic and CAD formats. The CRC shall also provide all information related.to preliminary programs
and assumptions along with all past plans for the hotel and current plans for any other currently planned
future City Center projects. The Design Architect will rely on these documents as accurate until such
time as the Design Architect determines that additional information is needed.
V. Design Fees and Reimbursable Expenses
DMSAS has developed a design fee based on the all information outlined above. The fixed fee for 13asic
Services shall be as follows:
ii i A� sE tt : l
�« EF'
Conce.tual Desion \at -s % IV"
.° "A a $24.999
Master Plan Revisions., e
, n Included in above
TOTAL BASIGISERVIGESiikjla.
Y3i .ii,t t.'.a...a $24,999
Basic Services will be„inyoiced,monthlytbased.upon the percentage of completed services tier that phase.
Reimbursable Expenses are in addition to fees for design services as described in the Terms of
Agreement. It is expressly agreed by both parties�tl at Reimbursable Expenses arc not additional
compensation to the Design Architect and are merely reimbursement for expenses incurred by the Design
Architect for the benefit of the project. Alternatively, the CRC can pay for any or all such expenses in
advance directly with the vendors to reduce or eliminate such reimbursements to the Design Architect.
Carmel Redevelopment Commission
C/o The Honorable James Brainard, Mayor
18 August 2015
Page 4
VII. Other Terms
Refer to Terms of Agreement (Exhibit D) for additional terns governing this Agreement.
If the above arrangements are acceptable, please indicate your approval on the signature line provided
below and return one copy to our office. We arc very pleased to have this opportunity and look forward
to working with the CRC, Pedcor and other stakeholders on this Project.
Sincerely,
David M. Schwarz Architects, Inc.
By:
•
raig P. Williams, Principal
Enclosures: Exhibit
Exhibit
Exhibit
Exhibit
Agreed,
Carmel Redevelopment Commission
By:
Name:
Title:
Date:
A — Email of 8/4/15
B — Site Plan
C — Description of Basic Architectural Design Services & Additional Services
1)—'Perms of Agreement
APPROVED
Cannel Redevelopment Commission
By eisnvt,L al s2r
Date 5/ to/lc-
Exhibit 'A'
Email of 8/4/15
Tue 8/4/2015 12:35 PM EDT
From: craig.williams@dmsas.com
To: jbrainard@carmel.in.gov
Subject: City Center Hotel and Conference Center
Mayor,
We have looked carefully at our work load and the earliest we could dedicate a full time staff member to
the hotel/conference center study would be 1 September 15. I would assume we could complete the
study in about a month. If that schedule works for you, I would suggest we come to Carmel in mid-
August to meet with you, Pedcor, Sturtz, and any other appropriate stakeholders to tour the site, discuss
the program and other project parameters, and gather documents, all geared toward being able to hit
the ground running at the beginning of September. Tentatively, dates that would work for me would be
Tu the 11th, Th the 13th, F the 14th, possibly W the 19th, or F the 21". The following week is difficult, but I
might be able to work something out if none of the other dates work.
An outline of scope and terms would be:
• We would:
o Review existing conditions, current master plans and previous hotel plans, based on
survey and documents to be provided by Pedcor and/or City of Carmel.
o Study alternate master plan arrangements for hotel and conference center on City
Center parcels currently identified as Hotel/Motor Court, Wren, and Windsor.
o Work with stakeholders to determine/refine basic program (number of hotel rooms,
front of house spaces, area requirements for back of house, number/size of ballrooms,
meeting rooms, pre -function rooms, and the like, but specifically not detailed program
with all room requirements).
o Provide basic Conceptual Design based on revised master plan and program
• Deliverables would include (at detail/level of completion commensurate with the conceptual
level of design):
o Site Plan/Revised Master Plan for Hotel and Conference Center
o Ground Floor Plan of Hotel and Conference Center
o Additional Floor Plans of Conference Center, if any
o Typical Floor Plan of Hotel
o One prototype Elevation of Hotel and Conference Center
o One rendered perspective view TBD
• Fee:
o Stipulate Sum of $24,999 for above scope
o Any Additional Services will be provided after 1 January 2016
o Can typical and customary Reimbursable Expenses be above the Stipulated Sum,
reimbursement differed until after 1 January 2015, or paid directly by client in advance?
David M. Schwarz Architects, Inc.
Page 1 of 2 18 August 2015
If the schedule and above terms work for you, let me know, and I can write up a simple letter agreement
between the CRC and DMSAS. Also, let me know if you all would be interested in visiting our
banquet/exhibit facility that we are doing for Joe Riley in Charleston. I could meet you there any of the
above dates or sometime in September when it will be closers to being finished.
Best,
Craig P. Williams
Principal
DAVID M. SCHWARZ ARCHITECTS
1707 L Street NW Suite 400 Washington, DC 20036
T 202.862.0777 C 202.256.3430 D 202.912.6855
www.dmsas.com
David M. Schwarz Architects, Inc.
Page 2 of 2 18 August 2015
Exhibit 'B'
Site Plan
Project Updates
CITY CENTER
Developer Partner: Pedcor Companies
Allocation Arca: City Center
Project Summary: see helow
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David M. Schwarz Architects, Inc.
CRC Hcport tut' August 3, 2015 City Council Meeting age e 15
Page 1 of 1 18 August 2015
Exhibit 'C'
Description of Basic Architectural Design Services & Additional Services
Master Plan Revisions
Design Architect will review existing conditions, current master plans and previous hotel plans, based on
surveys and other documents to be provided to Design Architect by the Carmel Redevelopment
Commission (CRC), Pedcor, and/or the City of Carmel. Design Architect will attend project kick-off
meeting to discuss project goals and assumption with CRC and other stakeholders including site
observation with meeting participants. Based on understanding of site conditions and parameters and
project goals and related planning, Design Architect will study alternate master plan arrangements for the
hotel and conference center on Carmel City Center parcels currently identified as Hotel/Motor Court,
Wren, and Windsor. Studies will address building locations, massing, open space, view corridors, traffic,
loading, parking and drop-off.
Conceptual Design Phase
Along with Master Plan Revision, Design Architect will assist the CRC, and other stakeholders to
determine/refine basic program (number of hotel rooms, front of house spaces, area requirements for
back of house, number/size of ballrooms, meeting rooms, pre -function rooms, and the like, but specifically
not to develop a detailed program with all room requirements). Design Architect will not be responsible
for developing project budgets, but will cooperate with the CRC, Pedcor, and their other consultants, if
any, to help reconcile any project budget with the program and quality expectations. Based upon the
refined program and revised master plan, the Design Architect will develop a basic conceptual design for
the hotel, conference center and site area to illustrate the project components and general architectural
character. Conceptual designs will include no engineering studies. Conceptual Design Phase
deliverables will be limited to site plan, ground floor plan of hotel and conference center, additional
conference center plans if any, typical hotel guestroom plan, one prototypical elevation and one rendered
sketch perspective all developed to a level of completion, detail and coordination commensurate with the
conceptual nature of the design effort. The elevation and perspective will depict the massing, general
architectural character and preliminary materials concepts for the project.
Due to the limited fee basis and resultant timeframe, portions of the Master Plan Revisions and
Conceptual Design Phase will run concurrent as opposed to being distinct phases of work.
Additional Services
No Additional Services are contemplated under this Agreement (see body of Agreement). Any additional
studies, work product or future phases will be provided under a separate mutually acceptable agreement
to be negotiated at a later date.
David M. Schwarz Architects, Inc. Page 1 of 1 18 August 2015
Exhibit 'D'
Terms of Agreement
Invoicing
Invoices will be prepared and sent monthly for all services provided and Reimbursable Expenses incurred
each month. All payments are due thirty days net from date of invoice. Any outstanding invoices over
sixty days from the date of invoice may be charged interest at a rate of one percent per month [1.0%
/month].
Reimbursable Expenses
Reimbursable Expenses include, but are not limited to, costs for travel, employee travel time at our
standard hourly rates in effect at the time, meals, lodging, and transportation connected with out-of-town
travel, postage & ovemight delivery services (e.g. FedEx, UPS), photography, long distance telephone
and facsimile, supplies, printing costs, and similar expenditures on the Owner's behalf. Reimbursable
Expenses will be billed at a rate of 1.1 times our direct costs and include all actual expenditures made by
us, our employees, or consultants in the interest of the Project.
Insurance
The Design Architect shall, at its sole expense, maintain in effect at all times during the full term of its
services under this Agreement Automobile, Workmen's Compensation, Employer's Liability, General
Liability and Professional Liability insurance coverages. Upon request, the Design Architect will furnish
certificates of insurance for any such coverage and waivers of subrogation.
Controlling Law
This Agreement is to be governed by the laws of the local jurisdiction and the laws of the state in which
the Project resides.
Ownership of Documents
All drawings, specifications, sketches, models, and other documents are instruments of the Design
Architect's services and are intended solely for use with respect to this Project. Unless otherwise
provided, the Design Architect shall be deemed the author of these documents and shall retain all
common law, statutory and other reserved rights, including copyright. The Owner shall be permitted to
retain copies, including reproducible copies, of the Design Architect's drawings, specifications, and other
documents for information and reference. With the exception of use for reference and coordination, these
documents shall not be used in connection with any future work not associated with this project without
Agreement in writing from the Design Architect and with appropriate compensation.
Termination of Services
This contract may be terminated by either party upon ten days written notice to the other. In the Event of
termination by the Architect of Record, the Design Architect will be paid in full for all work performed and
all reimbursable expenses incurred, including time required to ensure the orderly termination of work,
prior to the effective date of termination. In the event of termination of this Agreement by the Owner or
the Architect of Record, for reasons not the fault of the Design Architect and prior to the completion of the
Design Development Phase of services by the Design Architect, and if the Owner or the Architect of
Record uses the Design Architects documents for completion of the Project, the Owner may not include
the Design Architect's name or otherwise represent the Project as the Design Architect's work without the
Design Architect's written authorization. Use by the Owner and the Architect of Record of the Design
Development Documents after termination will be at the Owner's and the Architect of Record's sole risk
and the Owner and the Architect of Record shall indemnify, defend and hold harmless the Design
Architect and his, officers, directors, employees, and agents for, from and against any and all claims and
liabilities arising from such use, even if such claims or liabilities are caused in part by the negligence of
any Indemnitee.
David M. Schwarz Architects, Inc.
Page 1 of 2 1 April 2015
Limitation of Liability
Nothing contained in this Letter of Agreement, or its attachments, shall be construed to expand or add to
the Design Architect's standard of care, or common law liability, nor are there any representations or
warranties applicable to the services of the Design Architect hereunder. In no event shall the Design
Architect's liability pursuant to this Agreement exceed the net amount of insurance proceeds available to
cover claims under the applicable policy of insurance.
Miscellaneous Provisions
This Agreement [including any exhibits attached hereto] and other documents specifically incorporated
herein by reference represents the entire and integrated agreement between Architect of Record and
Design Architect and supersedes all prior negotiations, representations, or agreements, either written or
oral. This Agreement may be amended only by written instrument signed by both Architect of Record and
Design Architect. This Agreement is entered into solely to provide for the performance of these services
set forth herein and to define the rights, obligations and liabilities of the parties hereto. This Agreement,
and any document or understanding entered into in connection herewith, will not be deemed to create any
other relationship between the Design Architect and the Architect of Record other than as expressly
provided herein. The failure of the Design Architect or Architect of Record to insist upon the strict
performance of any provision of this agreement, or the failure of either party to exercise any right, option
or remedy hereby reserved, will not be construed as a waiver for the future of any such provision, right,
option or remedy or as a waiver of a subsequent breach thereof.
If the Basic Services covered by this Agreement have not been completed within twelve (12) months of
the date hereof, for reasons not attributable to Design Architect, extension of Design Architect's services
beyond that time shall be subject to a mutually agreed to adjustment in the Design Architects fees.
If any provision of this Agreement is held to be invalid or unenforceable under present or future law, such
provision will be fully severable and this agreement will be construed and enforced as if such invalid or
unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force
and effect.
David M. Schwan Architects, Inc.
Page 2 of 2 1 April 2015