7818-009 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: CCDA7382-1E50-4FC5-AA97-09BEC7605CCA
Kayla Clark
Not Applicable
PSA
Municipal Court and Office Renovation
7818-009
N/A
JANUARY 9, 2024
23-2443
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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 LN STE 230 DENTON, TX 76210, and authorized to do business in Texas,
("ARCHITECT"), for professional design services for the Municipal Court Renovation (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 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 $200,000.00 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 A.
SECTION 3
Terms of Payment
Payments to the ARCHITECT will be made as follows:
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 2 of 18
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 A 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 arcitects
practicing in the same or similar locality and under the same or similar
circumstances and professional license; and
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 3 of 18
(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
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.
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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(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 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
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 5 of 18
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 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.
DocuSign Envelope ID: CCDA7382-1E50-4FC5-AA97-09BEC7605CCA
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 6 of 18
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.
c. Workers’ Compensation – ARCHITECT shall maintain workers
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 7 of 18
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.
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.
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 8 of 18
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.
K. Independent Consultant
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 9 of 18
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 A 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
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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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 A.
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
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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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.
I. CITY's Insurance
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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(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.
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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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.
F. Indemnification
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
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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.
K. Immigration Nationality Act
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Revised Date: 3/22/22
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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 2271 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
Sections 2252 and 2270 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 Chapters 2252 and 2270,
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. Prohibition on Contracts with Companies Boycotting Certain Energy
Companies
Architect acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
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services unless the contract contains written verification from the company that it (1)
does not boycott energy companies; and (2) will not boycott energy companies during
the term of the contract. The terms “boycott energy company” and “company” shall
have the meanings ascribed to those terms in Section 809.001 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 energy companies; and (2) will not boycott energy companies during the
term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities
and Firearm Trade Associations
Architect acknowledges that in accordance with Chapter 2274 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains written verification from the company that it (1)
does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of
the contract against a firearm entity or firearm trade association. The terms
“discriminate against a firearm entity or firearm trade association,” “firearm entity” and
“firearm trade association” shall have the meanings ascribed to those terms in Chapter
2274 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 have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade
association. Failure to meet or maintain the requirements under this provision will be
considered a material breach.
P. Termination Right for Contracts with Companies Doing Business with Certain
Foreign-Owned Companies
The City of Denton may terminate this Contract immediately without any further liability
if the City of Denton determines, in its sole judgment, that this Contract meets the
requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by
or the majority of stock or other ownership interest of the company is held or controlled
by individuals who are citizens of China, Iran, North Korea, Russia, or other designated
country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia,
or other designated country.
Q. 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
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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/filinginfo/1295/
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.
R. 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:
Attachment A – Project Scope, Fees, and 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.
The parties agree to transact business electronically. Any statutory requirements that
certain terms be in writing will be satisfied using electronic documents and signing.
Electronic signing of this document will be deemed an original for all legal purposes.
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Duly executed by each party’s designated representative to be effective on
_____________________________
BY:
CITY OF DENTON, TEXAS
BY:
ARCHITECT
Sara Hensley, City Manager
NELSON + MORGAN ARCHITECTS, INC.
Kelly D. Morgan
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:
MACK REINWAND, CITY ATTORNEY
By:
ATTEST:
JESUS SALAZAR, CITY SECRETARY
By:______________________________
_______________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
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2023-1103675
12/12/2023
Facilities
Director
12/12/2023
01/09/2024
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December 8, 2023
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December 8,2023
Tom Gramer
Facilities & Fleet Director
Facilities Management Office
869 S Woodrow
Denton, Texas 76205
Via email: tom.gramer@cityofdenton.com
RE: Architectural & Engineering Services
Municipal Court Renovation
I.PROJECT SCOPE:
Nelson + Morgan, Architects (NMA) are pleased to provide the following proposal for providing
Professional Services relating to the referenced project. It is our intent to provide normal
architectural, structural, mechanical, electrical and plumbing design services specific to the
project requirements.
NMA shall perform its services consistent with the professional skill and care ordinarily
provided by architects practicing in the same or similar locality under the same or similar
circumstances. NMA shall perform its services as expeditiously as is consistent with such
professional skill and care and the orderly progress of the Project.
Professional services are further outlined below.
1.This proposal outlines the architectural design for the renovation of the existing Municipal
Courts area, focusing on providing comprehensive Mechanical, Electrical, and Plumbing
(MEP) services along with a complete finish design. The renovation aims to modernize and
enhance the functionality of the building.
•Total Area: The renovation covers approximately 11,747 square feet. •Design Focus: Full Architectural and MEP services design for a future bid-build
contract. •Spaces to be Renovated: •Customer Service Area •Administrative Space (both open and private) •Corridor •Court Area •Court Hall •Court Vestibule •Judge Suite
2.Exterior Renovation •Facade: Application of plaster over the existing face brick to rejuvenate the building’s
exterior. •Windows: Installation of new, larger windows equipped with Level 3 ballistic
protection to ensure security and aesthetic appeal. •Ballistic Exterior Walls: Reinforcement of walls to meet Level 3 ballistic standards,
enhancing the safety and security of the building.
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3.Interior Renovation •Electrical Upgrades: Modernization of the electrical system, including efficient lighting
solutions and power supply enhancements. •Plumbing Upgrades: Up-to-date plumbing systems, ensuring sustainability and
efficiency. •Interior Design: Aesthetic and functional interior design, incorporating modern elements
while ensuring the functionality of each specific area.
4.Sustainability and Compliance •Eco-Friendly Materials: Use of sustainable materials wherever possible, reducing
environmental impact. •Compliance with Regulations: Adherence to all relevant building codes and regulations.
5.Cost of the Work: no budget for this work has been determined.
For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner
to construct all elements of the Project designed or specified by the Architect and shall
include contractors’ general conditions costs, overhead and profit. The Cost of the Work
does not include the compensation of the Architect, the costs of the land, rights-of-way,
financing, contingencies for changes in the Work or other costs that are the responsibility
of the Owner.
The Owner’s budget for the Cost of the Work is provided in Initial Information, and may be
adjusted throughout the Project as required. Evaluations of the Owner’s budget for the
Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates
of the Cost of the Work prepared by the Architect, represent the Architect’s judgment as a
design professional. It is recognized, however, that neither the Architect nor the Owner
has control over the cost of labor, materials or equipment; the Contractor’s methods of
determining bid prices; or competitive bidding, market or negotiating conditions.
Accordingly, the Architect cannot and does not warrant or represent that bids or
negotiated prices will not vary from the Owner’s budget for the Cost of the Work or from
any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect.
In preparing estimates of the Cost of Work, the Architect shall be permitted to include
contingencies for design, bidding and price escalation; to determine what materials,
equipment, component systems and types of construction are to be included in the
Contract Documents; to make reasonable adjustments in the program and scope of the
Project; and to include in the Contract Documents alternate bids as may be necessary to
adjust the estimated Cost of the Work to meet the Owner’s budget for the Cost of the
Work. And for changes in the Work, and for possible ambiguities, omissions or
inconsistencies in the contract Documents. The Owner further agrees to make no claims
against the Architect or its consultants with respect to any increase costs within the
contingency due to such changes or because of any claims made by the contractor
relating to such changes. The Owner agrees to set aside a contingency allowance for this
project of Five to Ten percent (5%-10%) of the construction cost.
6.NMA will complete the architectural design and overall project coordination to furnish the
Owner a construction and permit package for registration with the City of Denton.
Services will include the services of sub-consultants as noted below.
7.Sub-Consultants: •Structural Engineering: Alpha Consulting Engineers
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•Mechanical and Electrical Engineering: HPMB Consulting Engineers will development
plans for the Mechanical and Electrical components of the project.
•Cost consultants: Mattison Construction Estimating, LLC
•Civil Engineering: Not included in scope
•Geotechnical Engineering: Not included in scope
8.The facility will be designed to meet the currently adopted International Building Codes,
Americans with Disabilities Act, Texas Accessibility Standards, and City of Denton local
codes and ordinances.
9.Exclusions:
•No Civil Engineering
•No Geotechnical
•No Landscaping
•No Irrigation design
•Engineering services other than described above
•Design of low voltage system cabling for telephone and data systems
•Design of fire alarm system (although we anticipate showing general device layout).
•Security system design or specification. We will indicate required rough-in for security
equipment if we are provided with this information.
•Design of fire sprinkler system (although we anticipate providing a performance
specification).
•Design of piping systems beyond connection to the existing building plumbing
infrastructure.
II.BASIC SERVICES:
The following is a brief list of Professional Services that we anticipate will be required and
propose to provide. This is not intended to limit our scope of service, but to generally define
and explain our intent to provide professional services necessary for the successful
completion of the project.
A.Preliminary Design:
The Architect shall review the program and other information furnished by the Client,
and shall review laws, codes, and regulations applicable to the Architect’s services.
The Architect shall prepare a preliminary evaluation of the Client’s program, schedule,
Project site, and the proposed procurement or delivery method and other Initial
Information, each in terms of the other, to ascertain the requirements of the Project.
The Architect shall notify the Client of (1) any inconsistencies discovered in the
information, and (2) other information or consulting services that may be reasonably
needed for the Project.
Based on the Project’s requirements agreed upon with the Client, the Architect shall
prepare and present for the Client’s approval a preliminary design illustrating the scale
and relationship of the Project components.
•Develop preliminary concept floor plans.
•Coordinate with City of Denton to obtain concept and construction approvals.
Based on the Client’s approval of the preliminary design, the Architect shall prepare
Schematic Design Documents for the Client’s approval. The Schematic Design
Documents shall consist of drawings and other documents including a site plan, if
appropriate, and preliminary building plans, sections and elevations; and may include
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some combination of perspective sketches, or digital modeling. Preliminary selections
of major building systems and construction materials shall be noted on the drawings
or described in writing.
The Architect shall submit the Schematic Design Documents to the Client, and request
the Client’s approval.
B.Design Development Phase:
Based on the Client’s approval of the Preliminary Design Documents, and on the
Client’s authorization of any adjustments in the Project requirements and the budget
for the Cost of the Work, the Architect shall prepare Design Development Documents
for the Client’s approval. The Design Development Documents shall illustrate and
describe the development of the approved Schematic Design Documents and shall
consist of drawings and other documents including plans, sections, elevations, typical
construction details, and diagrammatic layouts of building systems to fix and describe
the size and character of the Project as to architectural, structural, mechanical and
electrical systems, and such other elements as may be appropriate. The Design
Development Documents shall also include outline specifications that identify major
materials and systems and establish in general their quality levels.
The Architect shall submit the Design Development Documents to the Client, advise
the Client of any adjustments to the Opinion of Probable Cost of the Work, and
request the Client’s approval. •Further develop the preliminary floor plans and site plan into detailed final
concept plans.
C.Construction Documents Phase:
Based on the Client’s approval of the Design Development Documents, and on the
Client’s authorization of any adjustments in the Project requirements and the budget
for the Cost of the Work, the Architect shall prepare Construction Documents for the
Client’s approval. The Construction Documents shall illustrate and describe the further
development of the approved Design Development Documents and shall consist of
Drawings and Specifications setting forth in detail the quality levels of materials and
systems and other requirements for the construction of the Work. The Client and
Architect acknowledge that in order to construct the Work the Contractor will provide
additional information, including Shop Drawings, Product Data, Samples and other
similar submittals, which the Architect shall review.
The Architect shall incorporate into the Construction Documents the design
requirements of governmental authorities having jurisdiction over the Project.
The Architect shall submit the Construction Documents to the Client, advise the Client
of any adjustments to the Opinion of Probable Cost of the Work, take any action
required, and request the Client’s approval.
Based on the approved Design Development plans and information, the Architect will •Revise the final drawings, details and specifications required to construct the
Project. •Assist the client with the selection of interior and exterior finishes, colors,
materials, and fixtures for incorporation into the project. •Development of Design phase elements into a detailed and coordinated
construction contract package consisting of plans, details and specifications
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•Furnish governmental and regulatory review assistance (permit approvals with
City of Denton)
•Includes attendance by the Architect’s personnel at meetings with the Client to
coordinate the Work and review the Construction Documents. Any comments
received from the Client during final review will be incorporated into the
documents prior to bidding.
D.Bidding or Negotiation Phase Services and Permit review process:
The City of Denton has jurisdiction over this project. NMA will coordinate the efforts
on behalf o the owner to obtain the necessary approvals for Construction
The Architect shall assist the Owner in establishing a list of prospective contractors.
Following the Owner’s approval of the Construction Documents, the Architect shall
assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2)
confirming responsiveness of bids or proposals; (3) determining the successful bid or
proposal, if any; and, (4) awarding and preparing contracts for construction.
E.Construction Administration Phase:
The Architect shall provide administration of the Contract between the Owner and
the Contractor as set forth below and in AIA Document A201™–2017, General
Conditions of the Contract for Construction. If the Owner and Contractor modify AIA
Document A201–2017, those modifications shall not affect the Architect’s services
under this Agreement unless the Owner and the Architect amend this Agreement.
The Architect shall advise and consult with the Owner during the Construction Phase
Services. The Architect shall have authority to act on behalf of the Owner only to the
extent provided in this Agreement. The Architect shall not have control over, charge
of, or responsibility for the construction means, methods, techniques, sequences or
procedures, or for safety precautions and programs in connection with the Work, nor
shall the Architect be responsible for the Contractor’s failure to perform the Work in
accordance with the requirements of the Contract Documents. The Architect shall be
responsible for the Architect’s negligent acts or omissions, but shall not have control
over or charge of, and shall not be responsible for, acts or omissions of the Contractor
or of any other persons or entities performing portions of the Work.
The Architect’s responsibility to provide Construction Phase Services commences with
the award of the Contract for Construction and terminates on the date the Architect
issues the final Certificate for Payment.
The Architect will provide the following Contract Administration phase services:
•Provide site visits as deemed necessary by the Architect and his consultants to
review the Work in an effort to determine, in general, whether or not it is being
constructed in accordance with the Construction Documents.
•Attend construction progress meetings at the site.
•Schedule and attend a Pre-Construction conference with General Contractor
and key sub-contractors.
•Submittal and shop drawing reviews.
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•Review substitution requests from the Contractor for materials or products which
become unavailable during construction due to circumstances beyond the
Contractor's control.
•Finish materials and color selection and recommendations
•Review Contractor's schedule and advise Client of construction progress.
•Monthly Payment Certification
•Review and respond to any Requests for information (RFI) and issue any
Architectural Supplemental Instructions (ASI) as may be necessary.
•Prepare punch lists for the Project.
•Establish dates of Substantial and Final Completion and prepare certificates for
same.
•Coordinate project close out and receipt of warranty and maintenance binders
from the Contractor.
•Payment Certification
•Testing and material inspection
•Interpretations and decisions
If Construction Administration is not included:
It is understood and agreed that if the Architect's Basic Services under this Agreement
DO NOT include project observation or review of the Contractor's performance or any
other construction phase services, and that such services will be provided for by the
client. The Client assumes all responsibility for interpretation of the Contract
Documents and for construction observation, and the Client waives any claims against
the Architect that may be in any way connected thereto.
In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and
hold harmless the Architect, its officers, directors, employees and sub consultants
(collectively, Architect) against all damages, liabilities or costs, including reasonable
attorneys' fees and defense costs, arising out of or in any way connected with the
performance of such services by other persons or entities and from any and all claims
arising from modifications, clarifications, interpretations, adjustments or changes
made to the Contract Documents to reflect changed field or other conditions, except
for claims arising from the sole negligence or willful misconduct of the Architect.
If the Client requests in writing that the Architect provide any specific construction
phase services and if the Architect agrees in writing to provide such services, then they
shall be compensated for as Additional Services.
III.SUPPLEMENTAL SERVICES:
Nelson + Morgan, Architects will provide any supplemental services as deemed necessary by
Project requirements or Client. These may include development of any additional permitting
plan sets for work sequences, extensive architectural, structural or civil engineering or design
revisions, mechanical, electrical or acoustical engineering services, any food service design or
planning, 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.
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IV.PROFESSIONAL FEES
Basic Services: Professional fees for items identified above in Section II, Basic Services shall
be based on a total fee as shown below.
Invoicing for Basic Services will be billed monthly up to the percentages listed below for
each phase:
•Preliminary Design 15% phase fee balance
•Design Development Phase 15% phase fee balance
•Construction Documents Phase 45% phase fee balance
•Bidding & Negotiations 5% phase fee balance
•Construction Administration Phase 20% of fee balance
TOTAL 100%
A.Additional Services shall be provided on an hourly basis at the following hourly rates.
Principal $250.00/hr.
Project Architect/Manager $175.00/hr.
Interior Designer $150.00/hr.
PROFESSIONAL FEE SUMMARY
Architectural
Schematic Design $ 22,500
Design Development $ 22,500
Construction Documents $ 67,500
Bidding & Negotiations $ 7,500
Construction Admin $ 30,000
MEP
Basic Services $ 26,280
Construction Admin $ 3,040
Structural
Basic Services $ 7,500
Cost Consultant
Basic Services $ 2,600
Texas Accessibility Standards
Registration $ 175
Plan Review and Inspection $ 975
Subconsultants Coordination 20%$ 8,114
TOTAL $ 198,684
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Staff Architect/Intern $100.00/hr.
Clerical $75.00/hr.
Consultants Cost plus 20%
B.Reimbursable Expenses constitute expenses incurred on the Client's behalf by Nelson
+ Morgan, Architects. These expenses include, but are not limited to, reproduction
and printing costs, registration and review fees, courier services, travel, required
application and filing fees, etc. Reimbursable expenses will receive a 20% mark-up
for handling and coordination.
V. CLIENT’S RESPONSIBILITIES
A.Unless otherwise provided for under this Agreement, the Client shall provide
information in a timely manner regarding requirements for and limitations on the
Project, including a written program which shall set forth the Client’s objectives,
schedule, constraints and criteria, including space requirements and relationships,
flexibility, expandability, special equipment, systems and site requirements. Within 15
days after receipt of a written request from the Architect, the Client shall furnish the
requested information as necessary and relevant for the Architect to evaluate, give
notice of or enforce lien rights.
B.The Client shall establish and periodically update the Client’s budget for the Project,
including (1) the budget for the Cost of the Work as defined in Section I.4; (2) the
Client’s other costs; and, (3) reasonable contingencies related to all of these costs. If
the Client significantly increases or decreases the Client’s budget for the Cost of the
Work, the Client shall notify the Architect. The Client and the Architect shall thereafter
agree to a corresponding change in the Project’s scope and quality.
C.The Client shall furnish surveys to describe physical characteristics, legal limitations
and utility locations for the site of the Project, and a written legal description of the
site. The surveys and legal information shall include, as applicable, grades and lines of
streets, alleys, pavements and adjoining property and structures; designated
wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments,
zoning, deed restrictions, boundaries and contours of the site; locations, dimensions
and necessary data with respect to existing buildings, other improvements and trees;
and information concerning available utility services and lines, both public and private,
above and below grade, including inverts and depths. All the information on the survey
shall be referenced to a Project benchmark.
D.The Client shall coordinate the services of its own consultants with those services
provided by the Architect. Upon the Architect’s request, the Client shall furnish copies
of the scope of services in the contracts between the Client and the Client’s
consultants. The Client shall furnish the services of consultant’s other than those
designated in this Agreement, or authorize the Architect to furnish them as an
Additional Service, when the Architect requests such services and demonstrates that
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they are reasonably required by the scope of the Project. The Client shall require that
its consultants maintain professional liability insurance as appropriate to the services
provided.
E.The Client shall furnish tests, inspections and reports required by law or the Contract
Documents, such as structural, mechanical, and chemical tests, tests for air and water
pollution, and tests for hazardous materials.
F.The Client shall furnish all legal, insurance and accounting services, including auditing
services, that may be reasonably necessary at any time for the Project to meet the
Client’s needs and interests.
G.The Client shall provide prompt written notice to the Architect if the Client becomes
aware of any fault or defect in the Project, including errors, omissions or
inconsistencies in the Architect’s Instruments of Service.
H.Except as otherwise provided in this Agreement, or when direct communications have
been specially authorized, the Client shall endeavor to communicate with the
Contractor and the Architect’s consultants through the Architect about matters
arising out of or relating to the Contract Documents. The Client shall promptly notify
the Architect of any direct communications that may affect the Architect’s services.
I.Before executing the Contract for Construction, the Client shall coordinate the
Architect’s duties and responsibilities set forth in the Contract for Construction with
the Architect’s services set forth in this Agreement. The Client shall provide the
Architect a copy of the executed agreement between the Client and Contractor,
including the General Conditions of the Contract for Construction.
J.The Client shall provide the Architect access to the Project site prior to
commencement of the Work and shall obligate the Contractor to provide the Architect
access to the Work wherever it is in preparation or progress.
VI.LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of the Project to both the Client and the
Architect, the risks have been allocated such that the Client agrees, to the fullest extent
permitted by law, to limit the liability of the Architect to the Client for any and all claims,
losses, costs, damages of any nature whatsoever or claims expenses from any cause or
causes, including attorneys' fees and costs and expert-witness fees and costs, so that the
total aggregate liability of the Architect to the Client shall not exceed $50,000, or the
Architect's total fee for services rendered on this Project, whichever is greater. It is intended
that this limitation apply to any and all liability or cause of action however alleged or arising,
unless otherwise prohibited by law.
DocuSign Envelope ID: CCDA7382-1E50-4FC5-AA97-09BEC7605CCA
Municipal Court Renovation
December 8, 2023
Page of 10 10
VII.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.
VIII.MISCELLANEOUS PROVISIONS
A.Terms in this Agreement shall have the same meaning as those in AIA Document A201–
2017, General Conditions of the Contract for Construction.
B.The Client and Architect, respectively, bind themselves, their agents, successors,
assigns and legal representatives to this Agreement. Neither the Client nor the
Architect shall assign this Agreement without the written consent of the other, except
that the Client may assign this Agreement to a lender providing financing for the
Project if the lender agrees to assume the Client’s rights and obligations under this
Agreement.
C.If the Client requests the Architect to execute certificates, the proposed language of
such certificates shall be submitted to the Architect for review at least 14 days prior to
the requested dates of execution. If the Client requests the Architect to execute
consents reasonably required to facilitate assignment to a lender, the Architect shall
execute all such consents that are consistent with this Agreement, provided the
proposed consent is submitted to the Architect for review at least 14 days prior to
execution. The Architect shall not be required to execute certificates or consents that
would require knowledge, services or responsibilities beyond the scope of this
Agreement.
D.NMA, its structural engineering, mechanical engineering, and electrical engineering
sub-consultants will remain the owners of the plans, drawings, instruments and other
materials they create in connection with the project (the “plans and drawings”). Client
shall have a non-exclusive license to use, alter, and add to the plans and drawings for
the purpose of the project.
We look forward to working with you. Should you have any further questions, please feel free
to give us a call at your convenience.
Kelly D Morgan, Architect Tom Gramer
Nelson + Morgan, Architects City of Denton Facilities & Fleet Director
12-8-2023
Date Date
DocuSign Envelope ID: CCDA7382-1E50-4FC5-AA97-09BEC7605CCA
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) and by City of Denton
Ethics Code, Ordinance 18-757.
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
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: CCDA7382-1E50-4FC5-AA97-09BEC7605CCA
NELSON + MORGAN ARCHITECTS, INC.
X
12/12/2023
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: CCDA7382-1E50-4FC5-AA97-09BEC7605CCA
Certificate Of Completion
Envelope Id: CCDA73821E504FC5AA9709BEC7605CCA Status: Completed
Subject: Please DocuSign: City Council Contract 7818-009 Municipal Court and Office Renovation
Source Envelope:
Document Pages: 31 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Kayla Clark
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
kayla.clark@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
12/8/2023 7:53:36 AM
Holder: Kayla Clark
kayla.clark@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 12/8/2023 8:02:00 AM
Viewed: 12/8/2023 8:02:12 AM
Signed: 12/8/2023 8:03:25 AM
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: 12/8/2023 8:03:28 AM
Viewed: 12/8/2023 9:43:34 AM
Signed: 12/8/2023 9:43:59 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/8/2023 9:44:01 AM
Viewed: 12/11/2023 1:59:08 PM
Signed: 12/12/2023 1:48:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kelly Morgan
kmorgan@nelsonmorgan.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 47.190.52.65
Sent: 12/12/2023 1:48:30 PM
Viewed: 12/12/2023 3:18:07 PM
Signed: 12/12/2023 4:40:37 PM
Electronic Record and Signature Disclosure:
Accepted: 8/31/2021 9:08:35 AM
ID: 0b0c2728-4a98-4634-98e4-f9c079b34147
Signer Events Signature Timestamp
Tom Gramer
Tom.Gramer@cityofdenton.com
Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.224.13.20
Signed using mobile
Sent: 12/12/2023 4:40:41 PM
Viewed: 12/12/2023 4:43:31 PM
Signed: 12/12/2023 4:43:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 12/12/2023 4:43:54 PM
Viewed: 1/10/2024 12:06:11 PM
Signed: 1/10/2024 12:06:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/10/2024 12:06:29 PM
Viewed: 1/10/2024 12:38:44 PM
Signed: 1/10/2024 12:38:49 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/10/2024 12:38:53 PM
Viewed: 1/10/2024 1:21:39 PM
Signed: 1/10/2024 1:23:34 PM
Electronic Record and Signature Disclosure:
Accepted: 1/10/2024 1:21:39 PM
ID: 8ac3934f-aa8d-4438-b865-422d2afcc8cc
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
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/8/2023 8:03:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/12/2023 4:43:54 PM
Viewed: 12/13/2023 7:30:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 1/10/2024 1:23:38 PM
Viewed: 1/11/2024 6:34:08 AM
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 12/8/2023 8:02:00 AM
Certified Delivered Security Checked 1/10/2024 1:21:39 PM
Signing Complete Security Checked 1/10/2024 1:23:34 PM
Completed Security Checked 1/10/2024 1:23:38 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
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At any time, you may request from us a paper copy of any record provided or made available
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If you decide to receive notices and disclosures from us electronically, you may at any time
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Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
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All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Kelly Morgan, Jesus Salazar
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
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To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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