7453 - Contract Executed
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City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 1 of 17
STANDARD AGREEMENT FOR ARCHITECTURAL RELATED
PROFESSIONAL SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and James R. Kirkpatrick, Architect, Inc. dba Kirkpatrick Architecture Studio, with
its corporate office at 100 W Mulberry St, Denton, Texas 76201 and authorized to do
business in Texas, ("ARCHITECT"), for a PROJECT generally described as: Design
Services for 909 N Loop 288 (the "PROJECT").
SECTION 1
Scope of Services
A. The CITY hereby agrees to retain the ARCHITECT, and the ARCHITECT hereby
agrees to perform, professional architectural services set forth in RFQ 7453 – Design
Services for 909 N Loop 288, which is on file at the purchasing office, and the Scope
of Services attached hereto as Attachment A. These services shall be performed in
connection with the PROJECT.
B. Additional services, if any, will be requested in writing by the CITY. CITY shall not
pay for any work performed by ARCHITECT or its consultants, subcontractors and/or
suppliers that has not been ordered in advance and in writing. It is specifically
agreed that ARCHITECT shall not be compensated for any additional work resulting
from oral orders of any person.
SECTION 2
Compensation and Term of Agreement
A. The ARCHITECT shall be compensated for all services provided pursuant to this
AGREEMENT in an amount not to exceed $116,955 in the manner and in accordance
with the fee schedule as set forth in Attachment A. Payment shall be considered full
compensation for all labor, materials, supplies, and equipment necessary to
complete the services described in Attachment A.
B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall
be for a term beginning upon the effective date, as described below, and shall continue
for a period which may reasonably be required for the completion of the PROJECT,
until the expiration of the funds, or completion of the PROJECT and acceptance by the
CITY, whichever occurs first. ARCHITECT shall proceed diligently with the PROJECT
to completion as described in the PROJECT schedule as set forth in Attachment B.
SECTION 3
Terms of Payment
Payments to the ARCHITECT will be made as follows:
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 2 of 17
A. Invoice and Payment
(1) The Architect shall provide the City sufficient documentation, including but not
limited to meeting the requirements set forth in the PROJECT schedule as set
forth in Attachment B to reasonably substantiate the invoices.
(2) The ARCHITECT will issue monthly invoices for all work performed under this
AGREEMENT. Invoices for the uncontested performance of the particular
services are due and payable within 30 days of receipt by City.
(3) Upon completion of services enumerated in Section 1, the final payment of any
balance for the uncontested performance of the services will be due within 30
days of receipt of the final invoice.
(4) In the event of a disputed or contested billing, only that portion so contested will
be withheld from payment, and the undisputed portion will be paid. The CITY
will exercise reasonableness in contesting any bill or portion thereof. No
interest will accrue on any contested portion of the billing until mutually resolved.
(5) If the CITY fails to make payment in full to ARCHITECT for billings contested in
good faith within 60 days of the amount due, the ARCHITECT may, after giving
7 days' written notice to CITY, suspend services under this AGREEMENT until
paid in full. In the event of suspension of services, the ARCHITECT shall have
no liability to CITY for delays or damages caused the CITY because of such
suspension of services.
SECTION 4
Obligations of the ARCHITECT
A. General
The ARCHITECT will serve as the CITY's professional architect representative under this
AGREEMENT, providing professional architectural consultation and advice and furnishing
customary services incidental thereto.
B. Standard of Care
The ARCHITECT shall perform its services:
(1) with the professional skill and care ordinarily provided by competent architects
practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
(2) as expeditiously as is prudent considering the ordinary professional skill and
care of a competent architect.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 3 of 17
C. Subsurface Investigations
(1) The ARCHITECT shall advise the CITY with regard to the necessity for
subcontract work such as special surveys, tests, test borings, or other
subsurface investigations in connection with design and architectural work to be
performed hereunder. The ARCHITECT shall also advise the CITY concerning
the results of same. Such surveys, tests, and investigations shall be furnished
by the CITY, unless otherwise specified in Attachment A.
(2) In soils, foundation, groundwater, and other subsurface investigations, the
actual characteristics may vary significantly between successive test points and
sample intervals and at locations other than where observations, exploration,
and investigations have been made. Because of the inherent uncertainties in
subsurface evaluations, changed or unanticipated underground conditions may
occur that could affect the total PROJECT cost and/or execution. These
conditions and cost/execution effects are not the responsibility of the
ARCHITECT.
D. Preparation of Architectural Drawings
The ARCHITECT will provide to the CITY the original drawings of all plans in ink on
reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by
CITY, which shall become the property of the CITY. CITY may use such drawings in any
manner it desires; provided, however, that the ARCHITECT shall not be liable for the use
of such drawings for any project other than the PROJECT described herein.
E. Architect's Personnel at Construction Site
(1) The presence or duties of the ARCHITECT 's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ARCHITECT
or its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ARCHITECT and its 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.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Attachment A, the ARCHITECT or its personnel shall have no obligation or
responsibility to visit the construction site to become familiar with the progress
or quality of the completed work on the PROJECT or to determine, in general, if
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 4 of 17
the work on the PROJECT is being performed in a manner indicating that the
PROJECT, when completed, will be in accordance with the AGREEMENT
Documents, nor shall anything in the AGREEMENT Documents or this
AGREEMENT between CITY and ARCHITECT be construed as requiring
ARCHITECT to make exhaustive or continuous on-site inspections to discover
latent defects in the work or otherwise check the quality or quantity of the work
on the PROJECT. If the ARCHITECT makes on-site observation(s) of a
deviation from the AGREEMENT Documents, the ARCHITECT shall inform the
CITY.
(3) When professional certification of performance or characteristics of materials,
systems or equipment is reasonably required to perform the services set forth in
the Scope of Services, the ARCHITECT shall be entitled to rely upon such
certification to establish materials, systems or equipment and performance
criteria to be required in the AGREEMENT Documents.
F. Opinions of Probable Cost, Financial Considerations, and Schedules
(1) The ARCHITECT shall provide opinions of probable costs based on the current
available information at the time of preparation, in accordance with
Attachment A.
(2) In providing opinions of cost, financial analyses, economic feasibility projections,
and schedules for the PROJECT, the ARCHITECT has no control over cost or
price of labor and materials; unknown or latent conditions of existing equipment
or structures that may affect operation or maintenance costs; competitive
bidding procedures and market conditions; time or quality of performance by
third parties; quality, type, management, or direction of operating personnel; and
other economic and operational factors that may materially affect the ultimate
PROJECT cost or schedule. Therefore, the ARCHITECT makes no warranty
that the CITY's actual PROJECT costs, financial aspects, economic feasibility,
or schedules will not vary from the ARCHITECT 's opinions, analyses,
projections, or estimates.
G. Construction Progress Payments
Recommendations by the ARCHITECT to the CITY for periodic construction progress
payments to the construction contractor will be based on the ARCHITECT 's knowledge,
information, and belief from selective sampling and observation that the work has
progressed to the point indicated. Such recommendations do not represent that
continuous or detailed examinations have been made by the ARCHITECT to ascertain
that the construction contractor has completed the work in exact accordance with the
AGREEMENT Documents; that the final work will be acceptable in all respects; that the
ARCHITECT has made an examination to ascertain how or for what purpose the
construction contractor has used the moneys paid; that title to any of the work, materials,
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 5 of 17
or equipment has passed to the CITY free and clear of liens, claims, security interests, or
encumbrances; or that there are not other matters at issue between the CITY and the
construction contractor that affect the amount that should be paid.
H. Record Drawings
Record drawings, if required, will be prepared, in part, on the basis of information compiled
and furnished by others, and may not always represent the exact location, type of various
components, or exact manner in which the PROJECT was finally constructed. The
ARCHITECT is not responsible for any errors or omissions in the information from others
that is incorporated into the record drawings.
I. Right to Audit
(1) ARCHITECT agrees that the CITY shall, until the expiration of five (5) years
after final payment under this AGREEMENT, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of the ARCHITECT involving transactions relating to this AGREEMENT.
ARCHITECT agrees that the CITY shall have access during normal working
hours to all necessary ARCHITECT facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the
provisions of this section. The CITY shall give ARCHITECT reasonable
advance notice of intended audits.
(2) ARCHITECT further agrees to include in all its subconsultant agreements
hereunder a provision to the effect that the subconsultant agrees that the CITY
shall, until the expiration of five (5) years after final payment under the
subcontract, have access to and the right to examine and photocopy any
directly pertinent books, documents, papers and records of such subconsultant,
involving transactions to the subcontract, and further, that the CITY shall have
access during normal working hours to all subconsultant facilities, and shall be
provided adequate and appropriate work space, in order to conduct audits in
compliance with the provisions of this section together with subsection (3)
hereof. CITY shall give subconsultant reasonable advance notice of intended
audits.
(3) ARCHITECT and subconsultant agree to photocopy such documents as may
be requested by the CITY. The CITY agrees to reimburse ARCHITECT for the
cost of copies at the rate published in the Texas Administrative Code in effect as
of the time copying is performed.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 6 of 17
J. INSURANCE
(1) ARCHITECT’S INSURANCE
a. Commercial General Liability – the ARCHITECT shall maintain
commercial general liability (CGL) and, if necessary, commercial
umbrella insurance with a limit of not less than $1,000,000.00 per each
occurrence with a $2,000,000.00 aggregate. If such Commercial General
Liability insurance contains a general aggregate limit, it shall apply
separately to this PROJECT or location.
i. The CITY shall be included as an additional insured with all rights
of defense under the CGL, using ISO additional insured
endorsement or a substitute providing equivalent coverage, and
under the commercial umbrella, if any. This insurance shall apply
as primary insurance with respect to any other insurance or self-
insurance programs afforded to the CITY. The Commercial
General Liability insurance policy shall have no exclusions or
endorsements that would alter or nullify: premises/operations,
products/completed operations, contractual, personal injury, or
advertising injury, which are normally contained within the policy,
unless the CITY specifically approves such exclusions in writing.
ii. ARCHITECT waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the commercial general
liability or commercial umbrella liability insurance maintained in
accordance with this AGREEMENT.
b. Business Auto – the ARCHITECT shall maintain business auto liability
and, if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 each accident. Such insurance shall cover
liability arising out of “any auto”, including owned, hired, and non-owned
autos, when said vehicle is used in the course of the PROJECT. If the
architect owns no vehicles, coverage for hired or non-owned is
acceptable.
i. ARCHITECT waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by the business auto liability or
commercial umbrella liability insurance obtained by ARCHITECT
pursuant to this AGREEMENT or under any applicable auto
physical damage coverage.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 7 of 17
c. Workers’ Compensation – ARCHITECT shall maintain workers
compensation and employer’s liability insurance and, if necessary,
commercial umbrella liability insurance with a limit of not less than
$100,000.00 each accident for bodily injury by accident or $100,000.00
each employee for bodily injury by disease, with $500,000.00 policy limit.
i. ARCHITECT waives all rights against the CITY and its agents,
officers, directors and employees for recovery of damages to the
extent these damages are covered by workers compensation and
employer’s liability or commercial umbrella insurance obtained by
ARCHITECT pursuant to this AGREEMENT.
d. Professional Liability – ARCHITECT shall maintain professional liability, a
claims-made policy, with a minimum of $1,000,000.00 per claim and
aggregate. The policy shall contain a retroactive date prior to the date of
the AGREEMENT or the first date of services to be performed,
whichever is earlier. Coverage shall be maintained for a period of 5 years
following the completion of the AGREEMENT. An annual certificate of
insurance specifically referencing this PROJECT shall be submitted to
the CITY for each year following completion of the AGREEMENT.
(2) GENERAL INSURANCE REQUIREMENTS
a. Certificates of insurance evidencing that the ARCHITECT has obtained
all required insurance shall be attached to this AGREEMENT prior to its
execution.
b. Applicable policies shall be endorsed to name the CITY an Additional
Insured thereon, subject to any defense provided by the policy, as its
interests may appear. The term CITY shall include its employees,
officers, officials, agents, and volunteers as respects the contracted
services.
c. Certificate(s) of insurance shall document that insurance coverage
specified in this AGREEMENT are provided under applicable policies
documented thereon.
d. Any failure on part of the CITY to attach the required insurance
documentation hereto shall not constitute a waiver of the insurance
requirements.
e. A minimum of thirty (30) days notice of cancellation or material change in
coverage shall be provided to the CITY. A ten (10) days notice shall be
acceptable in the event of non-payment of premium. Notice shall be sent
to the respective Department Director (by name), City of Denton, 901
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 8 of 17
Texas Street, Denton, Texas 76209.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self-insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ARCHITECT 's insurance policies including
endorsements thereto and, at the CITY's discretion; the ARCHITECT
may be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the AGREEMENT. The certificate of insurance shall
state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Sub consultants and subcontractors to/of the ARCHITECT shall be
required by the ARCHITECT to maintain the same or reasonably
equivalent insurance coverage as required for the ARCHITECT. When
sub consultants/subcontractors maintain insurance coverage,
ARCHITECT shall provide CITY with documentation thereof on a
certificate of insurance.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 9 of 17
K. Independent Consultant
The ARCHITECT agrees to perform all services as an independent consultant and not as
a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior
shall not apply.
L. Disclosure
The ARCHITECT acknowledges to the CITY that it has made full disclosure in writing of
any existing conflicts of interest or potential conflicts of interest, including personal financial
interest, direct or indirect, in property abutting the proposed PROJECT and business
relationships with abutting property cities. The ARCHITECT further acknowledges that it
will make disclosure in writing of any conflicts of interest that develop subsequent to the
signing of this AGREEMENT and prior to final payment under the AGREEMENT.
M. Asbestos or Hazardous Substances
(1) If asbestos or hazardous substances in any form are encountered or suspected,
the ARCHITECT will stop its own work in the affected portions of the PROJECT
to permit testing and evaluation.
(2) If asbestos or other hazardous substances are suspected, the CITY may
request the ARCHITECT to assist in obtaining the services of a qualified
subcontractor to manage the remediation activities of the PROJECT.
N. Permitting Authorities - Design Changes
If permitting authorities require design changes so as to comply with published design
criteria and/or current architectural practice standards which the ARCHITECT should have
been aware of at the time this AGREEMENT was executed, the ARCHITECT shall revise
plans and specifications, as required, at its own cost and expense. However, if design
changes are required due to the changes in the permitting authorities' published design
criteria and/or practice standards criteria which are published after the date of this
AGREEMENT which the ARCHITECT could not have been reasonably aware of, the
ARCHITECT shall notify the CITY of such changes and an adjustment in compensation
will be made through an amendment to this AGREEMENT.
O. Schedule
ARCHITECT shall manage the PROJECT in accordance with the schedule developed per
Attachment B to this AGREEMENT.
P. Equal Opportunity
(1) Equal Employment Opportunity: ARCHITECT and ARCHITECT’s agents
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 10 of 17
shall engage in any discriminatory employment practice. No person shall, on
the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ARCHITECT and
ARCHITECT’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ARCHITECT may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ARCHITECT as required for the
ARCHITECT 's performance of its services. The CITY will perform, at no cost to the
ARCHITECT, such tests of equipment, machinery, pipelines, and other components of the
CITY's facilities as may be required in connection with the ARCHITECT 's services. The
CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ARCHITECT 's services or PROJECT construction.
D. Timely Review
The CITY will examine the ARCHITECT 's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as the
CITY deems appropriate; and render in writing decisions required by the CITY in a timely
manner in accordance with the PROJECT schedule prepared in accordance with
Attachment B.
E. Prompt Notice
The CITY will give prompt written notice to the ARCHITECT whenever CITY observes or
becomes aware of any development that affects the scope or timing of the ARCHITECT 's
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 11 of 17
services or of any defect in the work of the ARCHITECT or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ARCHITECT will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing
materials, or conditions, and that ARCHITECT had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ARCHITECT from any
damage or liability related to the presence of such materials.
(2) The release required above shall not apply in the event the discharge, release
or escape of hazardous substances, contaminants, or asbestos is a result of
ARCHITECT’s negligence or if ARCHITECT brings such hazardous substance,
contaminant or asbestos onto the PROJECT.
G. Contractor Indemnification and Claims
The CITY agrees to include in all construction contracts the provisions of Article IV.E.
regarding the ARCHITECT 's Personnel at Construction Site, and provisions providing for
contractor indemnification of the CITY and the ARCHITECT for contractor's negligence.
H. Contractor Claims and Third-Party Beneficiaries
(1) The CITY agrees to include the following clause in all contracts with
construction contractors and equipment or materials suppliers:
"Contractors, subcontractors and equipment and materials
suppliers on the PROJECT, or their sureties, shall maintain no
direct action against the ARCHITECT, its officers, employees, and
subcontractors, for any claim arising out of, in connection with, or
resulting from the architectural services performed. Only the CITY
will be the beneficiary of any undertaking by the ARCHITECT."
(2) This AGREEMENT gives no rights or benefits to anyone other than the CITY
and the ARCHITECT and there are no third-party beneficiaries.
(3) The CITY will include in each agreement it enters into with any other entity or
person regarding the PROJECT a provision that such entity or person shall
have no third-party beneficiary rights under this AGREEMENT.
(4) Nothing contained in this Section H. shall be construed as a waiver of any right
the CITY has to bring a claim against ARCHITECT.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 12 of 17
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ARCHITECT a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ARCHITECT for required or
requested assistance to support, prepare, document, bring, defend, or assist in litigation
undertaken or defended by the CITY. In the event CITY requests such services of the
ARCHITECT, this AGREEMENT shall be amended, or a separate agreement will be
negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ARCHITECT 's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ARCHITECT shall be authorized to proceed with this AGREEMENT upon receipt of a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ARCHITECT, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ARCHITECT will be at the CITY's sole risk.
The CITY shall own the final designs, drawings, specifications and documents.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 13 of 17
C. Force Majeure
The ARCHITECT is not responsible for damages or delay in performance caused by acts
of God, strikes, lockouts, accidents, or other events beyond the control of the ARCHITECT
that prevent ARCHITECT’s performance of its obligations hereunder.
D. Termination
(1) This AGREEMENT may be terminated:
a. by the City for its convenience upon 30 days' written notice to
ARCHITECT.
b. by either the CITY or the ARCHITECT for cause if either party fails
substantially to perform through no fault of the other and the
nonperforming party does not commence correction of such
nonperformance within 5 days’ written notice or thereafter fails to
diligently complete the correction.
(2) If this AGREEMENT is terminated for the convenience of the City, the
ARCHITECT will be paid for termination expenses as follows:
a. Cost of reproduction of partial or complete studies, plans, specifications
or other forms of ARCHITECT 'S work product;
b. Out-of-pocket expenses for purchasing electronic data files and other
data storage supplies or services;
c. The time requirements for the ARCHITECT 'S personnel to document
the work underway at the time of the CITY'S termination for convenience
so that the work effort is suitable for long time storage.
(3) Prior to proceeding with termination services, the ARCHITECT will submit to the
CITY an itemized statement of all termination expenses. The CITY'S approval
will be obtained in writing prior to proceeding with termination services.
E. Suspension, Delay, or Interruption to Work
The CITY may suspend, delay, or interrupt the services of the ARCHITECT for the
convenience of the CITY. In the event of such suspension, delay, or interruption, an
equitable adjustment in the PROJECT's schedule, commitment and cost of the
ARCHITECT s personnel and subcontractors, and ARCHITECT 's compensation will be
made.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 14 of 17
F. Indemnification
IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,
THE ARCHITECT SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST
LIABILITY FOR ANY DAMAGE COMMITTED BY THE ARCHITECT OR ARCHITECT’S
AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH
THE ARCHITECT EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS
CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL
TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A
SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS
REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ARCHITECT’S
LIABILITY.
G. Assignment
Neither party shall assign all or any part of this AGREEMENT without the prior written
consent of the other party.
H. Jurisdiction
The law of the State of Texas shall govern the validity of this AGREEMENT, its
interpretation and performance, and any other claims related to it. The venue for any
litigation related to this AGREEMENT shall be Denton County, Texas.
I. Severability and Survival
If any of the provisions contained in this AGREEMENT are held for any reason to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability
will not affect any other provision, and this AGREEMENT shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F.,
6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause.
J. Observe and Comply
ARCHITECT shall at all times observe and comply with all federal and State laws and
regulations and with all City ordinances and regulations which in any way affect this
AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws
ordinances and regulations which may exist or may be enacted later by governing bodies
having jurisdiction or authority for such enactment. No plea of misunderstanding or
ignorance thereof shall be considered. ARCHITECT AGREES TO DEFEND, INDEMNIFY
AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND
EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF
THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION,
WHETHER IT BE BY ITSELF OR ITS EMPLOYEES.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 15 of 17
K. Immigration Nationality Act
ARCHITECT shall verify the identity and employment eligibility of its employees who
perform work under this AGREEMENT, including completing the Employment Eligibility
Verification Form (I-9). Upon request by CITY, ARCHITECT shall provide CITY with
copies of all I-9 forms and supporting eligibility documentation for each employee who
performs work under this AGREEMENT. ARCHITECT shall adhere to all Federal and
State laws as well as establish appropriate procedures and controls so that no services
will be performed by any ARCHITECT employee who is not legally eligible to perform
such services. ARCHITECT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY ARCHITECT, ARCHITECT’S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. CITY, upon written notice to ARCHITECT, shall have the
right to immediately terminate this AGREEMENT for violations of this provision by
ARCHITECT.
L. Prohibition on Contracts with Companies Boycotting Israel
ARCHITECT acknowledges that in accordance with Chapter 2270 of the Texas
Government Code, 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
AGREEMENT, ARCHITECT certifies that ARCHITECT’S signature provides written
verification to the CITY that ARCHITECT: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
M. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or
a Foreign Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with
companies that do business with Iran, Sudan, or a foreign terrorist organization. By
signing this AGREEMENT, ARCHITECT certifies that ARCHITECT’S signature
provides written verification to the CITY that ARCHITECT, pursuant to Chapter
2252, is not ineligible to enter into this AGREEMENT and will not become
ineligible to receive payments under this AGREEMENT by doing business with
Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
N. Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908
of the Government Code. The law states that the City may not enter into this contract
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 16 of 17
unless the Contractor submits a disclosure of interested parties (Form 1295) to the City
at the time the Contractor submits the signed contract. The Texas Ethics Commission
has adopted rules requiring the business entity to file Form 1295 electronically with the
Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract
is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th
day after Council award. Once a Form 1295 is acknowledged, it will be posted to the
Texas Ethics Commission’s website within seven business days.
O. Agreement Documents
This AGREEMENT, including its attachments and schedules, constitutes the entire
AGREEMENT, which supersedes all prior written or oral understandings, and may only be
changed by a written amendment executed by both parties. This AGREEMENT may be
executed in one or more counterparts and each counterpart shall, for all purposes, be
deemed an original, but all such counterparts shall together constitute but one and the
same instrument. The following attachments and schedules are hereby made a part of
this AGREEMENT:
RFQ 7453 – Design Services for 909 N Loop 288
Attachment A - Scope of Services and Compensation
Attachment B - Project Schedule
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 17 of 17
Duly executed by each party’s designated representative to be effective on the date
subscribed by the City Manager.
BY:
CITY OF DENTON, TEXAS
BY:
ARCHITECT
__________________________
Todd Hileman
City Manager
Date: ______________________
James R. Kirkpatrick, Architect, Inc.
dba Kirkpatrick Architecture Studio
________________________________
David M. Robinson
Managing Director, Studio and Lead
Architect
Date: ____________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
_________________________
Title
_________________________
Department
Date Signed: ______________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By:
ATTEST:
ROSA RIOS
CITY SECRETARY
By: ______________________________
________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
K AS
100 West Mulberry 940/387 .8182tel
Denton,Texas 940/383.0262fax
7 6 2 0 1 www.k-a-studio.com
08 September 2020
Ms. Cori Power
Buyer
Purchasing
City of Denton
901B Texas Street
Denton, Texas 76209
Re: RFQ 7453 – Design Services for 909 N Loop 288.
Dear Ms. Power:
It is a pleasure to again offer services to the City of Denton.
Project Understanding
We understand the project to be a remodeling of an existing 34,284 square foot nursing facility
located at 909 N Loop 288 into a center to provide services to those experiencing, and at risk of,
homelessness. The City of Denton will own the building and will lease space to nonprofit groups
providing services to this population. These services are expected to include, emergency shelter
and food, assistance with paying rent/utilities, assistance with employment placement, and other
supportive services.
Scope of Basic Services
The RFQ divides the scope of work into two phases. Phase 1 includes “planning, programming,
and design analysis of facility necessary to provide the City with critical planning tools such
as the identification and analysis of any major project challenges, project timelines,
development cost estimates, and design development.” Phase 2 includes services for
construction documents, assistance with bidding and negotiation, and construction
administration. KAS’s services are only for Phase 1 We envision the process as collaborative and
as such, the scope may change slightly as the design is developed.
The anticipated construction budget, the number and names of the non-profit agencies, and the
extent of the remodel are unknown. It is also unknown if the facility has a commercial kitchen
and if the new program requires one. While a tour of the building was not possible, an exterior
viewing found the following:
1. Many of the building’s windows have been sealed with spray foam insulation. This
suggests either building movement or aging windows.
2. HVAC is provided by a combination of roof-top and ground mounted units.
3. The masonry veneer lacks expansion joints and weeps.
4. The masonry veneer shows evidence of cracking and repairs.
5. There is evidence of poor drainage in interior courtyards.
6. There is evidence of poor roof drainage .
Attachment A
z Page 2 08 September 2020
K AS
7. At least in the area visible from the entry, interior demolition has removed ceilings,
flooring, and wall sheathing.
The following services are included in Basic Services
1. Architectural design
a. Includes the coordination with owner’s access control and building management
system vendors
b. Includes presentation to City Council and required exhibits
2. Structural engineering
a. Includes review of existing structure system
3. Civil engineering
a. Includes review of existing site drainage
i. Extent is dependent on if topographical survey is provided
4. Mechanical engineering
a. Mechanical work will include heating, ventilation and air conditioning (HVAC)
systems.
b. Engineer will work with Owner’s vendor to include specification for building
management system.
5. Electrical Engineering
a. Includes normal and emergency power distribution, lighting, exterior lighting for
building elements, lightning protection system if required, fire detection and
alarm system.
b. Includes coordination with City of Denton Technology Services to provide
required infrastructure
c. Engineer will work with Owner’s access control vendor to accommodate
electrical requirements for access-controlled openings.
6. Plumbing Engineering
a. Plumbing system descriptions including major equipment quantities such as
water heaters, pumps, backflow preventers, etc.
7. Third-party cost estimation
Phase One A – Information Gathering and Schematic Design
Building Documentation – The building will be surveyed and documented, using plan
provided by Owner as base.
Building Analysis – The building’s major systems will be analyzed from observation. This
does not include a forensic study requiring the removal of system or building components .
These systems include.
x HVAC • Electrical
x Plumbing • Structural
x Roofing • Fenestration
x Drainage (limited)
Programming – KAS will participate in, or lead, up to three program meetings to determine
the scope of the program, agencies being accommodated and their space needs. KAS will
publish the program for review by the Owner.
Design Meeting – KAS will conduct a design meeting with the owner. After reviewing the
Owner’s project goals and requirements, the program will be refined and a preliminary
floor plan will be produced.
z Page 3 08 September 2020
K AS
Schematic Design – KAS will refine the building’s plan and elevations to meet the Owner’s
requirements. Plans and perspectives will be provided for the Owner’s review and
approval. After approval from the Owner, Design Development Phase will commence.
Services in this phase are defined in AIA Document B101, 3.2.
Opinion of Probable Cost of the Work – KAS will send the Schematic Design Development
Package to a third-party cost estimator for a construction cost estimate.
Owner Reviews – We endeavor to bring the Owner along with the design process to allow
them to provide input throughout. The Owner will also have a chance for formal reviews
after the Design Meeting and after the production of the Schematic Design Package.
Meetings – There is not a limit of meetings with KAS in this phase, but the meetings with
consultants are limited as follows:
x Civil Engineer – 1 • MEP Engineer – 1
x Structural Engineer – 1 • MEP Engineer – 1
Deliverables
D1. Schematic Design Package
a. Program
b. Floor Plan
D2. Opinion of Probable Cost of the Work
Phase One B – Design Development
Design Development – During this phase the documents produced in the Schematic Design
Phase are further developed. In this phase, the mechanical, electrical, plumbing, and
structural systems are refined. Additionally, architectural details for items such as doors
and windows are produced. After approval from the Owner, Construction Documents
Phase will commence. Services in this phase are defined in AIA Document B101, 3.3.1 and
3.3.3.
Development Review Committee Submission – KAS will submit to the City a site plan, floor
plan, and questions to the City. These plans and questions will be reviewed by the City in
advance of the Pre-Development Meeting. In addition to building code, drainage and other
engineering requirements are reviewed.
Opinion of Probable Cost of the Work – KAS will send the Design Development Package to a
third-party cost estimator for a construction cost estimate.
Meetings – There is not a limit of weekly meetings with KAS in this phase, but the meetings
with consultants are limited as follows:
x Civil Engineer – 1 • MEP Engineer – 1
x Structural Engineer – 1
Deliverables
D3. Design Development Set
a. Outline Specification
D4. Opinion of Probable Cost of the Work
Scope of Work Provided by the Client
1. Topographical and Boundary surveys
2. Geotechnical Investigation and Report
3. Asbestos survey
z Page 4 08 September 2020
K AS
Items Outside of Scope of Work or Requiring Additional Services
1. Pursuing LEED certification
2. Commercial kitchen design
3. Redesigns, new designs, meetings and other costs related to significant changes in
scope of work or significant changes to approved designs. This includes work and
meetings required to incorporate value engineering items.
4. Easements by separate instrument.
5. Drainage area map
6. SWPPP
7. Storm drainage system other than connecting area drain to adjacent storm water
inlet
8. Site plan required for regulatory submission showing
9. Non-gravity storm sewer or sanitary sewer systems (systems requiring pump
design, i.e. lift stations)
10. Public water or sewer system improvements beyond service connections and any
off-site work
11. Acoustical engineering
12. Site features and amenities outside of building footprint and not directly attached to
the building that are not required by zoning or code or related to the building’s
mechanical, electrical, or plumbing systems.
13.The design of currently unidentified specialty electrical, lighting or communication
systems, including voice/data, audio/visual, security, or other low voltage
electronic systems. Junction boxes and conduit for the systems will be shown in
the construction documents. Fire alarm and related devices are included.
14. Design of franchise utilities (gas, electric, telephone, and cable television)
Compensation
Compensation to KAS for Basic Services, Additional Services, and Reimbursable Expenses shall be as
shown below. If we have misunderstood the scope of work, required services, or construction
budget, or if the proposal needs to be reshaped, we would be happy to discuss it.
Phase 1A For Basic Services the total compensation
shall be $56,720
Phase 1B For Basic Services the total compensation
shall be $57,235
Reimbursable
Expenses Shall not exceed $3,000
Total $116,955
Non-reimbursable Expenses
KAS includes the following in our scope.
1. In-house printing
2. Phone calls
3. Travel within North Texas
Reimbursable Expenses
z Page 5 08 September 2020
K AS
The following are not included in Basic Services and shall be billed as reimbursable expense
and shall be provided to the Owner at the cost invoiced to KAS plus fifteen percent (15%).
The total cost shall for printing shall not exceed $3,000 without the written permission of the
owner.
1. Printing for presentations, Owner, meetings, and regulatory review.
2. Printing by others
3. Texas Accessibility Standard Plan Review and Post-Construction Inspection
4. Travel outside of North Texas
Additional Services
Services required and authorized beyond the scope of Basic Services will be invoiced on the
basis of personnel time and expenses.
James R. Kirkpatrick $225/hour
David M. Robinson $175/hour
Project Manager $155/hour
Technical Staff II $120/hour
Technical Staff I $105/hour
Consultants 1.10 times the cost
Expenses 1.15 times the cost
Consultants
Civil Engineering MJ Thomas Engineering, LLC
Structural Engineering L.A. Fuess Partners, Inc.
MEP Engineering MD Engineering, LLP
Cost Estimation Computerized Estimating Services
Should you have any questions or require additional information, please contact me at your
convenience.
Best Regards,
David M. Robinson, AIA
SCHEDULE
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SCHEDULE PAGE 1 OF 1KIRKPATRICK ARCHITECTURE STUDIO: STATEMENT OF QUALIFICATIONS
7453 DESIGN SERVICES, FOR 909 LOOP 288
Attachment B
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CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
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Certificate Of Completion
Envelope Id: CC956A391241450EAF7203618EB67760 Status: Completed
Subject: Please DocuSign: City Council Contract 7453 Design Services for 909 N Loop 288
Source Envelope:
Document Pages: 25 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
9/9/2020 12:12:47 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/9/2020 12:45:23 PM
Viewed: 9/9/2020 12:45:31 PM
Signed: 9/9/2020 12:52:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/9/2020 12:52:07 PM
Viewed: 9/9/2020 1:03:39 PM
Signed: 9/9/2020 1:04:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/9/2020 1:04:13 PM
Viewed: 9/14/2020 9:46:48 AM
Signed: 9/14/2020 9:53:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Robinson
David.Robinson@k-a-studio.com
Kirkpatrick Architecture Studio
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 24.27.86.146
Sent: 9/14/2020 9:53:42 AM
Resent: 9/17/2020 8:58:13 AM
Viewed: 9/14/2020 9:57:29 AM
Signed: 9/18/2020 12:14:08 AM
Electronic Record and Signature Disclosure:
Accepted: 9/14/2020 9:57:29 AM
ID: 13c9c48d-4ac6-4983-91ac-3c77df5e149e
Signer Events Signature Timestamp
Scott Gray
Scott.Gray@cityofdenton.com
Director - Airport, Capital Planning, Facilities
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 9/18/2020 12:14:12 AM
Viewed: 9/18/2020 8:55:03 AM
Signed: 9/18/2020 8:55:34 AM
Electronic Record and Signature Disclosure:
Accepted: 9/18/2020 8:55:03 AM
ID: 9977fb12-2455-40ad-9f0e-566318a00e19
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/18/2020 8:55:38 AM
Viewed: 10/7/2020 8:59:49 AM
Signed: 10/7/2020 9:00:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.184.93.41
Sent: 10/7/2020 9:00:23 AM
Viewed: 10/7/2020 9:07:08 AM
Signed: 10/7/2020 9:07:13 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 10/7/2020 9:07:17 AM
Viewed: 10/7/2020 11:59:47 AM
Signed: 10/7/2020 12:00:22 PM
Electronic Record and Signature Disclosure:
Accepted: 10/7/2020 11:59:47 AM
ID: 0a5e0458-c429-4bf5-bf78-571b6ff0b748
In Ierson Signer Events Signature Timestamp
Editor DeliverI Events Status Timestamp
Igent DeliverI Events Status Timestamp
IntermediarI DeliverI Events Status Timestamp
Certified DeliverI Events Status Timestamp
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Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/9/2020 12:52:07 PM
Electronic Record and Signature Disclosure:
CarIon CopI Events Status Timestamp
Not Offered via DocuSign
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2020 8:55:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 12:00:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Danielle Shaw
Danielle.Shaw@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 12:00:27 PM
Viewed: 10/7/2020 12:06:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/7/2020 12:00:28 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Iitness Events Signature Timestamp
IotarI Events Signature Timestamp
Envelope SummarI Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/7/2020 12:00:28 PM
Certified Delivered Security Checked 10/7/2020 12:00:28 PM
Signing Complete Security Checked 10/7/2020 12:00:28 PM
Completed Security Checked 10/7/2020 12:00:28 PM
IaIment Events Status Timestamps
Electronic Record and Signature Disclosure
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To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.