7704 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
7704 Facility Space Study
Lori Hewell
NA
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 1 of 18
STANDARD AGREEMENT FOR ARCHITECTURAL RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and Nelson + Morgan Architects, Inc. with its corporate office at 2717 Wind
River Lane, Suite 230, Denton, TX. 76210 and authorized to do business in Texas,
("ARCHITECT"), for a PROJECT generally described as: Facility Space Planning and
Organizational Assessment of Services Related to Capital Projects (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 7704
Addendum 1– Facility Space Planning and Organization and Organizational
Assessment of Services Related to Capital Projects, 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 $49,500 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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 2 of 18
SECTION 3
Terms of Payment
Payments to the ARCHITECT will be made as follows:
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 D 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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 3 of 18
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.
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
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 4 of 18
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 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
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 5 of 18
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,
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 unverified
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
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 6 of 18
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.
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
selfinsurance 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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 7 of 18
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.
c. Workers’ Compensation – ARCHITECT shall maintain workers
compensation and employers 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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 8 of 18
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
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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 9 of 18
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.
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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 10 of 18
(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
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
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 11 of 18
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 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.
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 12 of 18
(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.
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.
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City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
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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. The transfer of copyright interest or ownership of documents shall not
extend to the ARCHITECT’S standard details, designs, specifications, or previously
developed concepts.
C. Force Majeure
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City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 14 of 18
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.
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City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 15 of 18
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 standard and typical
interpretations of applicable federal and State laws and regulations and with all standard
and typical interpretations of applicable City ordinances and regulations which in any way
affect this AGREEMENT and the work hereunder, and shall observe and comply with
standard and typical interpretations of applicable 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 INDEMNIFY AND HOLD HARMLESS CITY
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 16 of 18
AND ALL OF ITS OFFICERS, AND EMPLOYEES FROM AND AGAINST ALL CLAIMS
OR LIABILITY TO THE EXTENT CAUSED BY A NEGLIGENT VIOLATION OF ANY
SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF
OR ITS EMPLOYEES.
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,
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 17 of 18
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
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 7704 - Facility Space Planning and Organizational Assessment of Services
Related to Capital Projects (on file at purchasing Office)
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
City of Denton, Texas
Professional Services Agreement
Revised Date: 9/6/18
Page 18 of 18
Attachment A - Scope of Services, Compensation, and Project Schedule
Attachment B - Compensation
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.
Duly executed by each party’s designated representative to be effective on the date
subscribed by the City Manager.
BY:
CITY OF DENTON, TEXAS
Purchasing Agent
Date:__________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
BY:
ARCHITECT
<Nelson + Morgan Architects, Inc.
<Signatory's Name>
<Title>
Date:____________________________
_________________________
Title
_________________________
Department
Date Signed: ______________
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
President
Kelly Morgan
7/26/2021
Director - Airport & Facilities
7/30/2021
Facilities Management
7/30/2021
Facility Space Study
July 14, 2021
Page 1 of 3
July 14, 2021
Christa Christian, CPPB, FMP
Senior Buyer
City of Denton Materials Management
901 B Texas St
Denton, Texas 76209
Via email: christa.christian@cityofdenton.com
RE: Facility Space Study
I. PROJECT SCOPE:
Nelson + Morgan, Architects are pleased to provide the following proposal for providing Professional Services
relating to the referenced project. It is our intent to provide architectural services specific to the project
requirements. Our understanding of the general scope of work is as follows:
1. The City of Denton is anticipating re-opening most of their buildings starting in June and need some
assistance with preliminary design and space planning for temporary relocation and long-term
planning for multiple departments in various buildings.
2. NMA will provide preliminary design services for temporary relocation and long-term planning at City Hall
and Denton Municipal Electric initially and other departments/facilities as needed. It is anticipated
no major construction will take place at this time. The planning will focus on utilizing existing
meeting spaces as offices, creating more efficient spaces, and providing additional offices for staff.
3. Professional Services:
· NMA will provide preliminary design and space planning services.
4. Exclusions
· No sub-consultants are proposed to be used on this project and are not included in this proposal.
Should any sub-consultants be required, these will be provided on an as-needed/as-required
basis. Costs associated with any necessary sub-consultants will be invoiced as an Additional
Service.
· No cost estimating service is included.
· No Design Development, Construction Document, or Construction Administration service is
included.
· No bidding or contract negotiation services are included.
II. SUPPLEMENTAL SERVICES:
Nelson + Morgan, Architects will provide any supplemental services as deemed necessary by Project requirements
or Client. These may include additional extensive architectural, structural or civil engineering or design revisions,
mechanical, electrical or acoustical engineering services, Environmental analysis or testing. Supplemental Services
shall be provided by the Architect, when requested by the Client, on an hourly or negotiated fee basis in addition to
the fees charged for Basic Services Fees for any supplemental services will receive a 20% mark-up for handling and
coordination.
III. PROFESSIONAL FEES
1. Professional fees for items identified above shall be provided on an hourly basis at the following hourly
Attachment ADocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
Facility Space Study
July 14, 2021
Page 2 of 3
rates. These fees will be invoiced on as “as completed” or on a monthly basis depending on the scope of the project.
Principal $175.00/hr.
Project Manager $125.00/hr.
Interior Designer $115.00/hr.
Staff Architect/Intern $90.00/hr.
Clerical $42.50/hr.
Consultants Cost plus 20%
2. Reimbursable expenses constitute expenses incurred on the Client's behalf by Nelson + Morgan, Architects
and NMA’s consultants directly related to the Project, as follows:
· Printing, reproductions, plots, standard form documents;
· Postage, handling and delivery;
· Expense of overtime work requiring higher than regular rates, if authorized in advance by the
Owner;
· Renderings, models, mock-ups, professional photography, and presentation materials requested
by the Owner;
· Architect’s Consultant’s expense of professional liability insurance dedicated exclusively to this
Project, or the expense of additional insurance coverage or limits if the Owner requests such
insurance in excess of that normally carried by the Architect’s consultants;
· All taxes levied on professional services and on reimbursable expenses; and
· Other similar Project-related expenditures.
Reimbursable expenses will receive a 20% mark-up for handling and coordination.
PROFESSIONAL REGISTRATION:
The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, Phone:
512/305-9000, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249A, VTCS,
and under the Interior Designer's Registration Law, Article 249E, VTCS.
Kelly D. Morgan, President
Nelson + Morgan, Architects
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
2021 2021
Short Term
Planning
Long Term
Planning
Day 1 9 17 25 33 41 49 57 65 73 81 89
Aug 1 Update Base Plans Aug 13
Aug 4 Determing Space Needs Aug 19
Aug 10 Plan for Temporary Space Aug 26
Aug 13 Aug 30Develop Floor Plan
Aug 1 Aug 25Update Org Chart & Space needs forecasts
Aug 6 Aug 30Verify Space Inventory
Aug 27 Review Departmental reqmt's Sep 15
Sep 11 Oct 6Update staffing and spatial needs projections
Oct 6 Nov 1Develop Prelim Floor Plan
Progress Report
Aug 13
Owner Review
Aug 21
Prelim Plan for Review
Aug 30
Progress Report
Sep 15
Prelim Plan for Review
Nov 1
Owner Review
Oct 6
Attachment B
DocuSign Envelope ID: F1DCCB21-1DD5-467D-BC22-41437C554779
Certificate Of Completion
Envelope Id: F1DCCB211DD5467DBC2241437C554779 Status: Completed
Subject: ***Purchasing Approval*** 7704 - Facility Space Study
Source Envelope:
Document Pages: 22 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
7/26/2021 5:13:48 PM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 7/26/2021 5:15:43 PM
Viewed: 7/26/2021 5:15:51 PM
Signed: 7/26/2021 5:16:12 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kelly Morgan
kmorgan@nelsonmorgan.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 47.186.223.48
Signed using mobile
Sent: 7/26/2021 5:16:13 PM
Viewed: 7/26/2021 10:13:52 PM
Signed: 7/26/2021 10:26:43 PM
Electronic Record and Signature Disclosure:
Accepted: 7/26/2021 10:13:52 PM
ID: eade16fb-54ee-4026-87a7-02864cf1ee29
Scott Gray
Scott.Gray@cityofdenton.com
Director - Airport & Facilities
x
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/26/2021 10:26:45 PM
Resent: 7/30/2021 2:53:06 PM
Viewed: 7/30/2021 3:59:40 PM
Signed: 7/30/2021 3:59:58 PM
Electronic Record and Signature Disclosure:
Accepted: 7/30/2021 3:59:40 PM
ID: eb891d8a-dfdb-40ae-9f73-110028721c4d
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: 7/30/2021 3:59:59 PM
Viewed: 7/30/2021 4:01:04 PM
Signed: 7/30/2021 4:01:10 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/30/2021 4:01:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marissa Barrett
Marissa.barrett@cityofdenton.com
Management Analyst
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/30/2021 4:01:11 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/26/2021 5:15:43 PM
Certified Delivered Security Checked 7/30/2021 4:01:04 PM
Signing Complete Security Checked 7/30/2021 4:01:10 PM
Completed Security Checked 7/30/2021 4:01:11 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Kelly Morgan, Scott Gray
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