8461 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
8461
Erica Garcia
PSA
Awuatics Renovation
Not Applicable
JULY 23, 2024
N/A
24-1407
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 1 of 19
STANDARD AGREEMENT FOR ARCHITECTURAL RELATED PROFESSIONAL
SERVICES
This AGREEMENT is between the City of Denton, a Texas home-rule municipality
("CITY"), and PARKHKILL, SMITH & COOPER, INC. with its corporate office at 4222 85th
St., Lubbock, TX 79423, and authorized to do business in Texas, ("ARCHITECT"), for a
PROJECT generally described as Water Works Park 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 $1,897,385 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 19
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 architects
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 19
(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 files in .pdf
format, or as otherwise approved by CITY, which shall become the property of the CITY.
CITY may use such drawings in any manner it desires; provided, however, that the
ARCHITECT shall not be liable for the use of such drawings for any project other than the
PROJECT described herein.
E. Architect's Personnel at Construction Site
(1) The presence or duties of the ARCHITECT 's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ARCHITECT
or its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ARCHITECT and its personnel have no authority
to exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 4 of 19
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
that the construction contractor has completed the work in exact accordance with the
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 5 of 19
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.
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 6 of 19
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
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 7 of 19
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 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.
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 8 of 19
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 19
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
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 10 of 19
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
Page 11 of 19
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
Page 12 of 19
(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
Page 13 of 19
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
Page 14 of 19
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 applicable 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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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 15 of 19
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
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 16 of 19
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. Prohibition Against Personal Interest in Contracts
No officer, employee, independent consultant, or elected official of the City who is
involved in the development, evaluation, or decision-making process of the performance
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City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 17 of 19
of any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting from that solicitation as defined in the City’s Ethics Ordinance 23-1165 and in
the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall
constitute impropriety in office, and any officer or employee guilty thereof shall be
subject to disciplinary action up to and including dismissal. Any violation of this
provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s
Conflict of Interest Questionnaire.
R. 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/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.
S. 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:
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 18 of 19
Attachment A - Scope of Services, Compensation, and Project Schedule
These documents make up the AGREEMENT documents and what is called for by one
shall be as binding as if called for by all. In the event of an inconsistency or conflict in
any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall
be resolved by giving precedence first to the written AGREEMENT then to the
AGREEMENT documents in the order in which they are listed above.
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.
Duly executed by each party’s designated representative to be effective on
_____________________________
BY:
CITY OF DENTON, TEXAS
BY:
ARCHITECT
Sara Hensley, City Manager
Parkhill, Smith & Cooper, Inc.
Authorized Agent, Title
Date:____________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
_________________________
Signature
_________________________
Title
_________________________
Department
Date Signed: ______________
_______________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
2024-1167845
Principal
Capital Projects
Director of Capital Projects
07/08/2024
07/08/2024
07/23/2024
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 19 of 19
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
By:
ATTEST:
LAUREN THODEN, CITY SECRETARY
By:______________________________
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
May 24, 2024
Ms. Kristine Stewart
Construction Project Manager
City of Denton
RE: Agreement for Professional Services
Water Works Park Renovation
2400 Long Rd, Denton, TX 76208
Dear Ms. Stewart:
Parkhill is pleased to have the opportunity to provide Architectural, Landscape Architecture, Interior Design,
Engineering, Surveying, and Aquatic Services to the City of Denton (CLIENT) for the referenced Project.
PROJECT SCOPE
Scope of Services Refer to Exhibit A for a detailed explanation of the scope of services including professional architectural
and engineering services provided by the following:
▪ Architecture Parkhill
▪ Interior Design Parkhill
▪ Mechanical & Electrical Engineer Parkhill
▪ Structural Engineer Parkhill
▪ Civil Engineer Parkhill
▪ Landscape Architect Parkhill
▪ Aquatics WTI
Site Location Site located at 2400 Long Rd., Denton, TX 76208.
ATTACHMENT ADocusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton Page 2 May 24, 2024
Project Scope PHASE 1:
▪ Renovation of Admissions Office/First Aid Room/Gift Shop/Restrooms/New Filtration Room
▪ Lap/Leisure Pool
▪ Large Children’s Play Structure
▪ Party Rooms (3) and Coordinator office (1)
▪ Shade Structures (Assorted 20’ & 30’ diam.)
▪ Cantilever Shade Structures
▪ 20’x30’ Shade Structures (Cabanas)
▪ 8’ Perimeter Fence
▪ Furniture, Fixture and Equipment
▪ Existing Pump Room Revitalization
▪ Landscaping/Irrigation
▪ Park Signage/Wayfinding ▪ Digital Signage/Display
▪ Entry in-ground spray elements
▪ Food concession space
▪ Exterior Lighting
Total Project Budget $15,000,000.00
SCHEDULE
A tentative schedule for submitting our work is as follows:
Task 1 | Pre-Design Services Est. 2-3 Months (June-August 2024)
Task 2 | Design Services Est. 7-9 Months (September 2024 – May 2025)
Task 3 | Construction Administration Services Est. 10-12 months (June 2025 – April 2026)
COMPENSATION
Our fee for the Scope of Services described in Exhibit A will be based on a lump sum compensation as
identified in Exhibit B.
Construction Administration services will be based on an hourly rate. Reference Exhibit B for an estimated
breakdown of fees and effort anticipated for project.
Reimbursable expenses will be billed at invoice cost plus a 15% markup for handling and include, but are not
limited to, travel, postage/shipping, reproductions/copies, color plots/prints, accessibility review and
inspection fees, reproduction of Contract Documents, fees and reports. We estimate these expenses to be
approximately $10,800.00.
Invoices will be sent to Kristine Stewart via the email address Kristine.stewart@cityofdenton.com.
Many issues such as the Americans with Disabilities Act (ADA), Texas Accessibility Standards (TAS) and
hazardous materials are of great concern to both building owners and to architects, interior designers,
landscape architects and engineers. The enclosed Standard Conditions gives a brief explanation of several
of those issues and defines the roles and responsibilities for each party involved in this agreement. We will
be glad to discuss these issues with you at your convenience.
You may indicate your acceptance of this agreement and the attached Standard Conditions by returning one
signed copy of this letter and the Standard Conditions to our office. Unless another date is specified, we will
consider receipt of the letter as authorization to proceed.
ATTACHMENT ADocusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
City of Denton Page 3 May 24, 2024
We appreciate the opportunity to provide Professional Services to you and look forward to the successful
completion of your project. If you have any questions, please do not hesitate to call us.
Sincerely,
PARKHILL CITY OF DENTON (CLIENT)
By Accepted By:
Scott Nelson, AIA,
Principal Title:
Date:
By
Kelly Hill, IIDA
Client Manager
Enclosures: Exhibit A – Scope of Services
Exhibit B – Fee Proposal
Exhibit C – Hourly Rates
“The Texas Board of Architectural Examiners, P.O. Box 12337, Austin, Texas 78711-2337, (512) 305-9000, www.tbae.state.tx.us has jurisdiction over complaints regarding the professional practices of persons registered as architects, interior designers, landscape
architects in Texas.”
\\data2-vm\STDS_CODES\PSC Standard Forms\02_Agreement-Contracts\03_Architect_Agreements\00_Architectural_Proposal_Letter.docx
ATTACHMENT ADocusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit A │ Scope of Services Page 1 of 5
EXHIBIT A – SCOPE OF SERVICES
May 24, 2024
City of Denton | Water Works Park Renovation
DESIGN SERVICES
Parkhill proposes to provide the following Professional Architecture and Engineering Services for the
Project’s Scope of Services.
TASK 1 | PRE-DESIGN SERVICE
A. FACILITY ASSESSMENT
The Facility Assessment will evaluate the building’s physical condition and functional
performance against construction and design standards. This evaluation will summarize the
general condition of the facility by visual observation and/or discussion with facility staff and is not
a detailed study of all existing conditions. The study will assist in making informed decisions
regarding facility master planning and future construction projects, including the feasibility of
renovating, or repurposing the facility.
The Assessment Field team will visit the Site and directly observe the facility to determine the
general condition of building systems and compliance with accessibility standards and building
codes. Our field observers are Architects and Engineers, or facility specialists working under the
supervision of Architects and Engineers, who evaluate the existing conditions using their
specialized knowledge, training, and experience. The Field Team will make observations and
collect information regarding the following building systems and components:
▪ Exterior Envelope Analysis including doors, windows, and roofing for the Natatorium and
Existing Park Facilities in Project Scope
▪ Mechanical (HVAC), Electrical, Plumbing, Lighting, and Fire Protection Analysis
▪ ADA Assessment
The following building systems and components will be EXCLUDED from analysis but can be
provided via Supplemental Services:
▪ Site Paving and Drainage Analysis
▪ Interior Finishes and Fixed Furnishing Analysis
▪ Structural Analysis
Deliverables
▪ Facility Assessment Report
B. BUILDING SCAN & INPUT OF EXISTING
Parkhill will perform a building scan of the existing facility and input gathered data into BIM
software for development of construction drawings.
C. SPACE PROGRAM
Parkhill will work with CLIENT to begin determining and defining programmatic elements and
spatial needs for the site and building facilities as well as clarify Project goals, needs, assumptions
and develop associated square footage required to achieve needs and goals identified.
Deliverables
▪ Space by Space Program
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit A │ Scope of Services Page 2 of 5
D. CONCEPT DESIGN
Concept Design will begin with an integrated design workshop to develop multiple design concepts.
Parkhill will develop Concept Design Documents consisting of drawings and other documents
illustrating the scale and relationship of the Project components.
Deliverables:
▪ Floor Plan
▪ Site Plan
▪ Elevations & Massing Study
▪ Opinion of Probable Cost
E. SITE ENTITLEMENT
Parkhill will assist with the process of Entitlements in obtaining discretionary approvals for the
right to develop and/or construct on a property for its desired use(s).
Our services during Entitlements may include preparation and/or submittal of the following:
▪ Zoning Compliance Plans
▪ Traffic Impact Analysis Studies
▪ Preliminary and Final Plat
▪ Variance Requests
▪ Special Use Permits
▪ Driveway Access Permits
▪ Public Hearing(s)
▪ Planning and Zoning Hearing(s) and Preliminary Site Plan Approval
▪ City Council Hearing(s) and Final Site Plan Approval
▪ Due Diligence
▪ Architectural Review Board Hearing(s) for Approvals required by Governmental
Authorities Having Jurisdiction over the Project
F. SURVEYING
Parkhill will provide surveying services for the project site which will include boundary,
topographic and tree. Surveying services for the Water Works Park includes a full boundary
survey for the project property of C H Collins Athletic Complex Block A, Lot 1. A topographic
survey including topography, natural ground, existing flatwork, drainage channels, building
corners, and utilities visible from surface will be provided within the scope area of the Phase One
improvements. A tree survey meeting City of Denton requirements will be provided for the trees
located within the scope area of the Phase One improvements.
▪ Boundary Survey for C H Collins Athletic Complex Block A, Lot 1.
▪ Topographic Survey within work extents of Phase One.
▪ Tree Survey within work extents of Phase One.
If adequate survey information is provided by Owner, scope and associated fee will be removed.
G. UNDERGROUND UTILITY SURVEY
Underground Utility location beyond visible surface utility markers and from Utility Location and as
marked by DIGTESS may be required for site based upon accuracy and availability of existing as-
built drawings. This may include additional utility survey by means of SUE and/or ground
penetrating radar. If these services are required, a proposal will be provided.
H. PRESENTATION COLLATERAL
Upon the selection of a Design Concept, Parkhill will prepare presentation collateral that may
include the following:
▪ Interior/Exterior Renderings
▪ “Fly-through” Animations
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit A │ Scope of Services Page 3 of 5
TASK 2 | DESIGN SERVICES
A. SCHEMATIC DESIGN
The Schematic Design Documents will include the design for the total build out of the Project
based on the Conceptual Design Package. Parkhill’s Architectural Plans will be prepared using
Autodesk Revit (BIM Software). Parkhill will develop the Concept Design into a refined document
and provide supporting documents illustrating the architectural style of the façade and floor plan.
Deliverables:
▪ Floor Plan
▪ Site Plan
▪ Elevations & Massing Study
▪ Opinion of Probable Cost
B. DESIGN DEVELOPMENT SERVICES
Parkhill will provide Design Development Documents based on approved Schematic Design
Documents and updated Project Budget. The documents will illustrate and describe refinement of
the design of the Project establishing the Scope, relationships, forms, size, and appearance of
the Project by means of plans, elevations and sections, typical construction details, and
equipment layouts. The documents will identify major systems and materials and, in general, their
quality levels.
Deliverables:
▪ Code Sheets
▪ Floor and Roof Plans
▪ Site Plan
▪ Interior and Exterior Elevations
▪ Millwork Elevations and Details
▪ Details and Sections
▪ Door/Window/Storefront/Accessory Schedules
▪ Finish Schedule
▪ Outline Specifications
▪ Opinion of Probable Cost
▪ Technology Services Coordination with Owner Consultant (Howell Group)
C. CONSTRUCTION DOCUMENT SERVICES
Parkhill will provide Construction Documents based on approved Design Development
Documents and an updated Project Budget. The Construction Documents will be based on the
use of AIA A201‐2017 General Conditions of the Contract for Construction and will include
requirements for construction, drawings and specifications that establish, in detail, the quality
level of systems and materials. Parkhill will assist CLIENT in the preparation of an AIA
construction contract between the CLIENT and contractor, AIA A201‐2017 General Conditions of
the Contract for Construction and other standard AIA contract forms that may be required.
Deliverables:
▪ Code Sheets
▪ Floor and Roof Plans/Details
▪ Site Plan/Details
▪ Interior and Exterior Elevations/Details
▪ Millwork Elevations and Details
▪ Details and Sections
▪ Door/Window/Storefront/Accessory Schedules and Details
▪ Finish Schedule and Plans
▪ Specifications and Project Manual
▪ Opinion of Probable Cost
▪ Technology Services Coordination with Owner Consultant (Howell Group)
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit A │ Scope of Services Page 4 of 5
D. CIVIL ENGINEERING
Civil Engineering design services shall be provided for the Phase One improvements. Scope
items include:
▪ Construction documentation for site storm drainage including Drainage Analysis as
required by city and Phase One Storm Drainage Plans.
▪ Civil Engineering Submission Process to City of Denton Engineering and Development.
E. LANDSCAPE ARCHITECTURE
Landscape Architectural design and construction phase services shall be provided for the Phase
One improvements. Scope items include:
▪ Construction documentation including annotation, layout, grading and construction details
for all exterior spaces within Phase One including park entry, security fencing, dry decking
and circulation zones, flatwork, outdoor amenity spaces, shade structures, planting beds
and synthetic turf
▪ Technical specifications for landscape architectural components
▪ Site coordination as required with water engineering consultant for proposed water play
components.
▪ Planting design for areas within Phase One scope of work. Planting design shall include
plants resilient to the North Texas climate and approved for use by the Owner, and shall
take into consideration the desired aesthetic and maintenance requirements of the facility
and pool areas.
▪ Irrigation design for areas within Phase One scope of work. Irrigation design shall include
a central control system or Wifi control system, as requested by city operations.
▪ Civil Engineering Submission Process to City of Denton Engineering and Development.
Including Landscape Plan and Tree Preservation/Replacement Plan for tree mitigation.
F. FURNITURE, FIXTURES & EQUIPMENT
Services include assisting in selections relating to moveable furniture, fixtures and equipment.
These tasks may include:
▪ Evaluation FF&E Needs
▪ Develop FF&E Budgets
▪ Showroom Tours
▪ Product Selection
▪ Evaluate Procurement Method
▪ Develop Bid/Purchase Specification Binder
▪ Coordinate installation & Review installed product
G. AQUATICS DESIGN
Aquatic design services include the design of the aquatic components including the design and
engineering for the room envelope associated specialty mechanical and water treatment systems.
Services include consulting with the Client to develop an aquatic program feasibility consisting of
prioritized aquatic goals, objectives and intended activities with estimates of
expenditures/revenue and uses of the aquatic spaces and features. These tasks include:
▪ Develop Aquatic goals, objectives, activities and uses
▪ Identify preliminary water activities and features
▪ Pool Equipment and Mechanical Equipment design and engineering
H. WAYFINDING, SIGNAGE AND GRAPHICS
Services include assisting in the development and creation of campus wayfinding, signage and
graphics to be applied to facilities and pedestrian routes with graphic designer.
Scope items to include:
▪ Signage Package
▪ Vector/Web Ready Graphic Formats
Additional design effort outside of the original scope of Phase 1 can be provided as needed and
Parkhill will develop fee based on associated scope.
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit A │ Scope of Services Page 5 of 5
TASK 3 | CONSTRUCTION ADMINISTRATION SERVICES
A. PERMITTING
Parkhill will inform CLIENT, to the best of their knowledge, and will assist CLIENT in connection
with CLIENT’s responsibility, for filing documents required for approval of governmental
authorities having jurisdiction over the Project.
A. CONSTRUCTION ADMINISTRATION SERVICES
Parkhill will be the representative of and will advise and consult with CLIENT during construction
until the final payment to the contractor is due. Parkhill will have authority to act on behalf of
CLIENT only to the extent provided in this Proposal, unless otherwise modified by written
instrument.
Parkhill will visit the site at intervals appropriate to the stage of construction or as otherwise
agreed by CLIENT and Parkhill in writing to become familiar with the progress and quality of the
Work completed, and to determine, in general, if the Work is being performed in a manner
indicating that the Work, when completed, will be in accordance with the Contract Documents.
However, Parkhill will not be required to make exhaustive or continuous on-site inspections to
check the quality or quantity of the Work. On the basis of on-site observation as an Architect,
Interior Designer, Landscape Architect or Engineer, Parkhill will keep CLIENT informed of the
progress and quality of the Work.
Based on Parkhill’s observations and evaluations of the contractor’s Applications for Payment,
Parkhill will review and certify the amounts due to the contractor
SERVICES BY CLIENT
CLIENT will provide Parkhill with CAD files or PDFs of the existing facility floor plans so that Parkhill can
input the existing facilities into Building Information Modeling Software (Revit Format) which is required for
the Scope of Work, Plan Review, and Permitting processes.
CLIENT will provide access to Work site, obtain applicable permits, provide appropriate legal services in
connection with the Project, and provide environmental impact reports and energy assessments, unless
specifically included in Parkhill’s Scope of Work. CLIENT shall pay the costs of inspection fees, zoning
application fees, soils engineering fees, testing fees, surveying fees, and all other fees, permits, bond
premiums, and all other charges not specifically covered by this Proposal.
EXCLUDED SERVICES
Services specifically excluded from our Scope of Services include, but are not limited to, the following:
▪ Off-site Utility Design
▪ Asbestos and Hazardous Materials Studies
▪ Third-party Independent Construction Inspection Services
▪ Full-time Construction Observation Services
▪ Preparation of Construction Documents for more than one bid package
▪ Phased Construction
▪ Fast-track Construction
▪ Construction Material Testing
▪ Texas Department of Health Demolition Notification
▪ Commissioning and Special Inspections
▪ Traffic Impact Analysis
▪ Structured-Slab Foundation Design
END OF SCOPE OF SERVICES
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit B │ Fee Proposal Page 1 of 1
EXHIBIT B – FEE
City of Denton | Water Works Park Renovation
Fee Proposal |05.24.2024
PROJECT ASSUMPTIONS CONSTRUCTION COST Comments
Building + Site 70,000 13,000,000$
Service Fee Comments
TASK 01 | PRE-DESIGN SERVICES
Facility Assessment 13,500.00$ Parkhill
3D Building Scan Hourly 14,675.00$ Parkhill
Input of Existing Hourly 12,500.00$ Parkhill
Peer Benchmarking Analysis N/A
Space Program Hourly 8,900.00$ Parkhill
Concept Design Hourly 65,000.00$ Parkhill
Aquatics Programming/Concepting 22,908.00$ WTI Design Meetings:1
Site Entitlement Hourly 75,000.00$ Parkhill
Survey (Boundary, Topo and Tree)24,200.00$ Parkhill
Presentation Collateral 14,600.00$ Parkhill $3,650 per image.
Subtotal 251,283.00$
TASK 02 | DESIGN SERVICES
Architecture 474,880.00$ Parkhill SD: 20%, DD: 40%, CD: 40%
Interior Design 88,240.00$ Parkhill SD: 20%, DD: 40%, CD: 40%
MEP Engineering 101,360.00$ Parkhill SD: 20%, DD: 40%, CD: 40%
Structural Engineering 55,680.00$ Parkhill SD: 20%, DD: 40%, CD: 40%
Civil Engineering 78,000.00$ Parkhill SD: 20%, DD: 40%, CD: 40%
Landscape Architecture Hourly 120,000.00$ Parkhill
FF&E Design/Selection Hourly 54,000.00$ Parkhill Includes both indoor and outdoor FF&E design/selection.
Food Service Consultant N/A
Audio/Video Consultant N/A
IT/Data/Security Consultant N/A Owner Consultant | Howell Group
Aquatics Consultant 263,442.00$ WTI Design Meetings: 3: Construction Admin. Site Visits: 5
Wayfinding/Branding & Signage 25,200.00$ Parkhill
Subtotal 1,260,802.00$
TASK 03 | CONSTRUCTION ADMINISTRATION SERVICES
Construction Administration Hourly 210,200.00$ Parkhill
Subtotal 210,200.00$
Months of Construction Estimate 10 Months Completion by May 2026 (10 Months).
CA Hours Estimate 2,000 Hours
Submittals Estimate 300 Submittals
RFI's Estimate 110 RFI's
Drawing Revisions Estimate 60 Issuances Supple. Inst., Prop. Request, Const. Change Dir., etc.
ADDITIONAL SERVICES
Entry Water Feature Design Hourly 32,750.00$ Parkhill/WTI
Record Drawings Hourly 32,650.00$ Parkhill/WTI
Underground Utility Survey Estimate 10,000.00$ Proposal provided if services required.
Geotech 8,900.00$ Effort to occur during Pre-Design.
Owner Contingency 80,000.00$
Subtotal 164,300.00$
REIMBURSABLE EXPENSES
Printing/Reproductions/Copies 4,400.00$
Travel/Incidentals 4,400.00$
ADA Review & Inspection 2,000.00$
Subtotal 10,800.00$
Total A/E Fee 1,897,385.00$
SF
CONSTRUCTION ADMINISTRATION ASSUMPTIONS (Parkhill)
Fee Type
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
Exhibit C │ Hourly Rates Page 1 of 1
EXHIBIT C – PARKHILL HOURLY RATE SCHEDULE
ATTACHMENT A
Docusign Envelope ID: 13C65FA3-BC97-4A78-BA28-297092431DD1
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: 13C65FA3-BC97-4A78-BA28-297092431DD1
Parkhill, Smith & Cooper, Inc.
X
N/A
7/8/2024
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: 13C65FA3-BC97-4A78-BA28-297092431DD1
Certificate Of Completion
Envelope Id: 13C65FA3BC974A78BA28297092431DD1 Status: Completed
Subject: Please DocuSign: City Council Contract 8461 Aquatics Renovation
Source Envelope:
Document Pages: 32 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
7/3/2024 4:05:01 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 7/3/2024 4:08:56 PM
Viewed: 7/3/2024 4:11:37 PM
Signed: 7/3/2024 4:12:49 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/3/2024 4:12:50 PM
Viewed: 7/3/2024 4:32:52 PM
Signed: 7/3/2024 4:33:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
benjamin.samples@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 7/3/2024 4:33:14 PM
Viewed: 7/3/2024 4:38:20 PM
Signed: 7/3/2024 5:24:50 PM
Electronic Record and Signature Disclosure:
Accepted: 7/3/2024 4:38:20 PM
ID: 960cd22b-80fe-4ca4-83d3-c004d6880c55
Scott Nelson
snelson@parkhill.com
Principal
Parkhill
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 138.199.118.214
Sent: 7/3/2024 5:24:53 PM
Viewed: 7/8/2024 8:51:33 AM
Signed: 7/8/2024 8:56:28 AM
Electronic Record and Signature Disclosure:
Accepted: 12/19/2021 5:00:41 PM
ID: 6497eac7-8e93-46aa-93ed-ab8ccd36a77f
Signer Events Signature Timestamp
Trevor Crain
Trevor.Crain@cityofdenton.com
Director of Capital Projects
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/8/2024 8:56:31 AM
Viewed: 7/8/2024 9:28:00 AM
Signed: 7/8/2024 9:28:21 AM
Electronic Record and Signature Disclosure:
Accepted: 7/8/2024 9:28:00 AM
ID: 33cffe24-d3c2-4709-980c-1e819a47c958
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 7/8/2024 9:28:24 AM
Viewed: 7/24/2024 8:19:03 AM
Signed: 7/24/2024 8:20:32 AM
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: 7/24/2024 8:20:34 AM
Viewed: 7/24/2024 8:40:49 AM
Signed: 7/24/2024 8:41:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/24/2024 8:41:04 AM
Viewed: 7/24/2024 9:57:14 AM
Signed: 7/24/2024 9:57:37 AM
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
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/3/2024 4:12:51 PM
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: 7/8/2024 9:28:24 AM
Viewed: 7/8/2024 3:26:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/24/2024 9:57:39 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 7/3/2024 4:08:56 PM
Certified Delivered Security Checked 7/24/2024 9:57:14 AM
Signing Complete Security Checked 7/24/2024 9:57:37 AM
Completed Security Checked 7/24/2024 9:57:39 AM
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: Marcella Lunn, Scott Nelson, Trevor Crain
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,
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