8454 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
8454
Not Applicable
FILE
Service Center Design
Erica Garcia
N/A
AUGUST 20, 2024
24-1561
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 Quorum Architects, Inc. with its corporate office at 825 W. Vickery Blvd Ste
100 Fort Worth TX 76104 and authorized to do business in Texas, ("ARCHITECT"), for a
PROJECT generally described as: Service Center Architectural Design (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 $5,906,100 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:
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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 ink on
reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by
CITY, which shall become the property of the CITY. CITY may use such drawings in any
manner it desires; provided, however, that the ARCHITECT shall not be liable for the use
of such drawings for any project other than the PROJECT described herein.
E. Architect's Personnel at Construction Site
(1) The presence or duties of the ARCHITECT 's personnel at a construction site,
whether as on-site representatives or otherwise, do not make the ARCHITECT
or its personnel in any way responsible for those duties that belong to the CITY
and/or the CITY's construction contractors or other entities, and do not relieve
the construction contractors or any other entity of their obligations, duties, and
responsibilities, including, but not limited to, all construction methods, means,
techniques, sequences, and procedures necessary for coordinating and
completing all portions of the construction work in accordance with the
AGREEMENT Documents and any health or safety precautions required by
such construction work. The ARCHITECT and its personnel have no authority
to exercise any control over any construction contractor or other entity or their
employees in connection with their work or any health or safety precautions.
(2) Except to the extent of specific site visits expressly detailed and set forth in
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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.
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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. If commercially available
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 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
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 8 of 19
76209.
f. Insurers for all policies must be authorized to do business in the State of
Texas and have a minimum rating of A:V or greater, in the current A.M.
Best Key Rating Guide or have reasonably equivalent financial strength
and solvency to the satisfaction of Risk Management.
g. Any deductible or self insured retention in excess of $25,000.00 that
would change or alter the requirements herein is subject to approval by
the CITY in writing, if coverage is not provided on a first-dollar basis. The
CITY, at it sole discretion, may consent to alternative coverage
maintained through insurance pools or risk retention groups. Dedicated
financial resources or letters of credit may also be acceptable to the
CITY.
h. Applicable policies shall each be endorsed with a waiver of subrogation
in favor of the CITY as respects the PROJECT.
i. The CITY shall be entitled, upon its request and without incurring
expense, to review the ARCHITECT 's insurance policies including
endorsements thereto and, at the CITY's discretion; the ARCHITECT
may be required to provide proof of insurance premium payments.
j. Lines of coverage, other than Professional Liability, underwritten on a
claims-made basis, shall contain a retroactive date coincident with or
prior to the date of the AGREEMENT. The certificate of insurance shall
state both the retroactive date and that the coverage is claims-made.
k. Coverages, whether written on an occurrence or claims-made basis,
shall be maintained without interruption nor restrictive modification or
changes from date of commencement of the PROJECT until final
payment and termination of any coverage required to be maintained after
final payments.
l. The CITY shall not be responsible for the direct payment of any
insurance premiums required by this AGREEMENT.
m. Sub consultants and subcontractors to/of the ARCHITECT shall be
required by the ARCHITECT to maintain the same or reasonably
equivalent insurance coverage as required for the ARCHITECT. When
sub consultants/subcontractors maintain insurance coverage,
ARCHITECT shall provide CITY with documentation thereof on a
certificate of insurance.
K. Independent Consultant
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 10 of 19
the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic
testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this AGREEMENT.
(2) Americans with Disabilities Act (ADA) Compliance: ARCHITECT and
ARCHITECT’s agents shall not engage in any discriminatory employment
practice against individuals with disabilities as defined in the ADA.
SECTION 5
Obligations of the City
A. City-Furnished Data
ARCHITECT may rely upon the accuracy, timeliness, and completeness of the information
provided by the CITY.
B. Access to Facilities and Property
The CITY will make its facilities accessible to the ARCHITECT as required for the
ARCHITECT 's performance of its services. The CITY will perform, at no cost to the
ARCHITECT, such tests of equipment, machinery, pipelines, and other components of the
CITY's facilities as may be required in connection with the ARCHITECT 's services. The
CITY will be responsible for all acts of the CITY's personnel.
C. Advertisements, Permits, and Access
Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and
pay for all advertisements for bids; permits and licenses required by local, state, or federal
authorities; and land, easements, rights-of-way, and access necessary for the
ARCHITECT 's services or PROJECT construction.
D. Timely Review
The CITY will examine the ARCHITECT 's studies, reports, sketches, drawings,
specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as the
CITY deems appropriate; and render in writing decisions required by the CITY in a timely
manner in accordance with the PROJECT schedule prepared in accordance with
Attachment A.
E. Prompt Notice
The CITY will give prompt written notice to the ARCHITECT whenever CITY observes or
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 11 of 19
becomes aware of any development that affects the scope or timing of the ARCHITECT 's
services or of any defect in the work of the ARCHITECT or construction contractors.
F. Asbestos or Hazardous Substances Release.
(1) CITY acknowledges ARCHITECT will perform part of the work at CITY's
facilities that may contain hazardous materials, including asbestos containing
materials, or conditions, and that ARCHITECT had no prior role in the
generation, treatment, storage, or disposition of such materials. In
consideration of the associated risks that may give rise to claims by third
parties or employees of City, City hereby releases ARCHITECT from any
damage or liability related to the presence of such materials.
(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.
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 12 of 19
I. CITY's Insurance
(1) The CITY may maintain property insurance on certain pre-existing structures
associated with the PROJECT.
(2) The CITY may secure Builders Risk/Installation insurance at the replacement
cost value of the PROJECT. The CITY may provide ARCHITECT a copy of the
policy or documentation of such on a certificate of insurance.
J. Litigation Assistance
The Scope of Services does not include costs of the ARCHITECT for required or
requested assistance to support, prepare, document, bring, defend, or assist in litigation
undertaken or defended by the CITY. In the event CITY requests such services of the
ARCHITECT, this AGREEMENT shall be amended or a separate agreement will be
negotiated between the parties.
K. Changes
The CITY may make or approve changes within the general Scope of Services in this
AGREEMENT. If such changes affect the ARCHITECT 's cost of or time required for
performance of the services, an equitable adjustment will be made through an amendment
to this AGREEMENT with appropriate CITY approval.
SECTION 6
General Legal Provisions
A. Authorization to Proceed
ARCHITECT shall be authorized to proceed with this AGREEMENT upon receipt of a
written Notice to Proceed from the CITY.
B. Reuse of Project Documents
All designs, drawings, specifications, documents, and other work products of the
ARCHITECT, whether in hard copy or in electronic form, are instruments of service for this
PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by
the CITY or by others acting through or on behalf of the CITY of any such instruments of
service without the written permission of the ARCHITECT will be at the CITY's sole risk.
The CITY shall own the final designs, drawings, specifications and documents.
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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 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
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
City of Denton, Texas
Professional Services Agreement
Revised Date: 3/22/22
Page 18 of 19
Attachment A - Scope of Project, Compensation, Project Schedule, and Location
Map
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
Quorum Architects, Inc.
David Duman
Vice President
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
2024-1181980
Capital Projects
Director of Capital Projects
07/16/2024
08/20/2024
07/16/2024
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
1 May 21, 2024 (Revision 2) Erica Garcia Senior Buyer City of Denton Procurement Department 901 Texas St. Denton, Texas 76209 RE: Denton Service Center - Proposal Quorum No: 24022 Erica, We are pleased to respond to your request for a proposal for Professional Design Services for the Denton Service Center. This proposal will be integrated into or become Attachment A to the City’s Professional Services Agreement. We anticipate developing a design in a collaborative effort, working closely with the City’s leadership and guidance. For the general basis of this proposal, we have made some assumptions, as listed below. As discussed in our scope development meeting we have assumed that the City will have a CMaR on board before Schematic Design or very early in Schematic Design to guide the entire team through constructability reviews and to provide cost and budget input. We anticipate regular meetings, workshops, and charrettes, with the CMaR, Denton’s Service Center leadership, and Denton’s Development Services team in order to maintain the schedule and create a truly collaborative effort on this approach. With all these groups involved we believe that communication will be integral to the success of this project especially as we will be relying on other ongoing City projects, multiple teams and timely decisions such as the new roadway alignment and construction which will need to be developed concurrent with this design and construction activity. We will generally use the Programming information in the 2024 Project Charter but review it with the City and modify it accordingly to meet the current plan for approximately 70,000 sf of building and approximately 300 employees. Of those 300 employees, it is understood that about half would be on site at all times.
2 Phase 1 –
3 13) Storage and Shops Building (bays) will likely be pull in or drive through. For the purpose of this proposal these bays are to be used for general maintenance, storage, shops, or for vehicle / material storage, and not full fleet maint
4 • Provide Bathroom/Toilet to meet ADA/TAS requirements, including new Shower and Locker Area • Provide (1) secured office on 1st
5 schematic at this point and be very conceptual to be refined in later design phases. Work during this phase will include initiating discussions with the City’s planning and development department as well as IT, Fire Marshall, and Facilities and possibly a preliminary Zoning Compliance Plan meeting. Architect will utilize the services of the Client selected CMaR for cost estimates, budgeting, and construction planning. As part of Schematic Design, a high-level analysis and evaluation of the OSCAR and CLARA systems will be provided. Following the decision and direction from the City, additional services can be provided to design the OSCAR and CLARA systems that best fit the City’s budget and operations. Please note that portions of these systems would require TCEQ permitting and coordination, and we believe we may mostly be cost-prohibitive. We are planning to include a rainwater collection system in our Basic Services to be utilized for irrigation purposes in an effort to include some of the OSCAR elements requested by the City. C. Design Development – Based on the approved Schematic Design Document and any adjustments authorized by the City in the program, schedule or construction budget, the Architect shall prepare, for approval by the Client, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical, and electrical systems, site civil layouts, materials and such other elements as may be appropriate. Generally, most of the drawing sheets will be started as well as most specification sections, although the details of each will be completed during Construction Document development. Architect shall update the renderings from Schematic Design. Work during this phase will continue to be coordinated with the City’s planning and development department as well as IT, Fire Marshall, and Facilities culminating in another Preliminary Development meeting. Architect will utilize the services of the Client selected CMaR for cost estimates, budgeting, and construction planning. It is anticipated that Civil Engineer Plan reviews will begin at the end of this phase. D. Construction Documents – Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Client, the Architect shall prepare, for approval by the City, Construction Documents consisting of Drawings and Specifications setting forth the requirements for the construction of the project as required to obtain building permit approvals. The architect will assist in the permit application and submission, with the final permit being obtained in the name of the selected contractor. Security, access control and IT device design will be included using information provided by Client’s IT department based off recent projects. The architect will coordinate TDLR plan reviews and inspection with the local TDLR RAS or the client's preferred RAS. This will be done separately for Phase 1 and for Phase 2 since each will require a plan review, registration with TDLR, and final site inspection. E. Bidding – The Architect will assist the City (or CMaR) in bidding, including attending Pre-proposal meeting, development of addenda as necessary and answering bidder’s RFI’s, questions of clarifications on the Documents, and other concerns. The Architect will provide electronic versions of conformed Documents and coordinate with the Contractor to execute ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
6 contracts. Since there will be two design and construction sets, there will also be two bidding periods for this project along with multiple pricing sets developed and an early release bid package for long lead items. F. Construction Contract Administration (CCA) – The Architect shall provide administration of the Contract for Construction as set forth below including submittal review, RFIs, ASIs, and Pay App reviews, unless otherwise provided in this proposal. The Architect, as a representative of the City, shall visit the site at intervals appropriate to the stage of the Contractor’s operations, or as otherwise agreed by the City and the Architect, (1) to become generally familiar with and to keep the City informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the City against defects and deficiencies in the Work, and (3) to determine, in general, if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences nor procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. The Architect shall report to the City known deviations from the Contract Documents. However, the Architect shall not 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, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. For the purpose of this proposal, and as stated in the project RFQ we have assumed two site visits a month for a maximum of fifty (50) site visits over a twenty-two (22) month construction period (for all phases of construction), including one (1) pre-construction meeting, two (2) substantial completion inspections and two (2) final review site visits. It is assumed that each phase will have a substantial completion and final review site visit. Additional visits or an extended CCA time period may become necessary depending on the contractor’s construction schedule and management of the project and will be performed as Additional Services if required. At the completion of construction, the Architect shall coordinate with the Contractor and use their provided as-built drawings, along with the architect’s changes during construction, to produce electronic Record Documents, mostly developed by the Contractor supplemented with the architect’s notes. Printing hard copy versions of construction sets is not included and should be part of the CMaR’s responsibility. SUPPLEMENTAL SERVICES A. Geotech and ESA - As directed by the City, the Architect shall procure the services of Geotechnical engineer to provide a geotechnical report and a Phase 1 Environmental Site Assessment (ESA) in accordance with terms and provisions of the "Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process," ASTM ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
7 Standard 1527-21 (the ASTM Standard) published by the American Society of Testing and Materials (ASTM) International. The ESA is intended to identify recognized environmental conditions (RECs) historical recognized environmental conditions (HRECs), and/or controlled recognized environmental conditions (CRECs) on the subject property. The scope of services does not include soil or groundwater sampling, or an evaluation of asbestos containing building materials, lead based paint, lead in drinking water, regulatory compliance, cultural and historical resources, industrial hygiene, health and safety, ecological resources, indoor air quality, mold, radon, geotechnical exploration (soils, foundations, site retention, etc.), wetlands, endangered species, ecological resources, methane, geotechnical exploration, or construction materials testing. Geotech and ESA provided as requested during project scoping meeting and Project Charter. Per City’s first proposal comments, ESA scope to be confirmed. B. Survey - Provide a boundary, topographic, and tree survey using the services of a professional surveyor. Quorum’s consultant will prepare a boundary and topographic survey for the site to be used for site planning and civil engineering design purposes, including observed (only if clearly visible from the surface) locations of existing water, sewer, storm drain, and franchised utility facility appurtenances; Dig Tess markings of subsurface utilities that are in place at the time that field work is being done; and two benchmarks established with the survey. The tree inventory will include tree locations, an aerial photo, approximate ROW limits, and handheld GPS-collected tree data. The collected data will include 6” and larger trees, GPS coordinates, diameter of trunk, species name, tag number, and general health assessment. While we will endeavor to tag and locate trees, as described above, it may not be practicable to do so in certain areas and some trees may be excluded in areas of heavy tree coverage or limited access. C. Traffic Impact Analysis – Quorum’s consultant will conduct a City-required scoping meeting to confirm the study area (data collection), trip generation, trip distribution, and analysis scenarios. They will conduct weekday AM (7-9) and PM (4-6) peak period turning movement counts at up to three (3) locations. These three (3) locations are anticipated to be the proposed site access locations serving the development and two (2) 24-hour machine recording tube counts adjacent to the proposed development. Trip generation estimates for this development will be based on the ITE Trip Generation Manual – 11th Edition. An electronic (.pdf) draft report that documents the study methodology, traffic volumes, analysis results, and recommendations for ingress/egress improvements (if necessary) will be prepared and submitted to the Client for review and comment. D. Subsurface Utility Exploration – Quorum’s subconsultant, will expose utilities using SUE methods and collect survey data on their exposed location. This task includes researching available existing utility records and performing in-field utility designating (Quality Level B) to find and map the horizontal location of existing utilities within the property boundary. ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
8 E. Civil Engineering and Landscape Design – The Architect, through the services of a civil engineering consultant, shall include, on-site work such as Civil Engineering, Landscape and Irrigation Design, Tree Preservation Plans, and a Minor Replat. This task will include as grading, paving, and utility plans, as well as erosion control, hydrology and drainage plans with calculations if required, for the area disturbed and affected by development. At this point we have not included any off-site utility design or coordination with FEMA, Army Corps of Engineers, or other third-party entity. This task will also include the Zoning Compliance Plan (ZCP) and preparation of on-site preliminary civil engineering plans consisting of the information required on the Zoning Compliance Plan Checklist. That will be followed by final on-site civil engineering plans separated into three phases, Landscape and Hardscape Construction Documents and an irrigation plan for the development impact area included in the Landscape Construction Documents. This task also includes the preparation of a Tree Preservation Plan, and submittal of a Minor Replat, Checklist, and Application to the local jurisdiction for review. The consultant will attend one meeting with review staff and, if required, one public hearing at which the item is considered for approval. coordinate filing of the Replat with the County. Note that we assume the SWPPP Book and documentation will be prepared by the contractor and is excluded from this scope. F. Downstream Assessment & Drainage Study – Includes a Drainage Study submittal to the City and will respond to two rounds of City comments as part of this task. Responding to additional rounds of comments will be considered additional services. This task does not include any submittals to the FEMA. This task will also include, preparation of two drainage improvement options to convey the 100-Year flow through the subject property without causing adverse impacted on neighboring properties. The two options will be an open channel option and an enclosed storm sewer option. Consultant will prepare a schematic level exhibit for each option including drainage structure alignment, existing and proposed utility conflicts, existing and proposed easements, and an Opinion of Probable Construction Cost (OPCC) for each option. G. Equipment Coordination – Quorum will coordinate existing equipment (new items as well as that which is to be relocated) including necessary utility requirements as part of the construction contract, including lab equipment, shop equipment and testing equipment. Small portable equipment will be Owner provided / relocated, and is only included for basic space needs and general power locations and is not included in basic design or construction. H. Interior Design – Architect will utilize the services of an Interior Designer from Quorum to propose materials and finishes during Design Development and Construction Documents, as well as to review certain submittals during Construction Administration. I. Furniture Fixtures & Equipment (FF&E) – FF&E will include furniture programming, furniture specification, artwork specification, and contract administration. FFE selection and specifications will be developed utilizing Client-approved Group Purchasing Orders or Purchasing Cooperatives. For this proposal, We anticipate the project will go out to bid to dealerships to provide product cost and installation for city review. Upon dealership bids ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
9 received, a review process will take place between the architect and designer for dealership selection. The Client is responsible for paying the deposit and invoices as noted per client’s agreement with the furniture dealer. This task also includes Artwork selection including an artwork and accessory’s location floor plan for reference. Quorum will recommend locations for custom artwork, poster prints, and the desired design intent. Upon review and approval from the Client, Quorum will facilitate a bidding process to select art consultants. Upon bids and concepts received, a review process will take place between the architect and designer for art consultant selection. Once an art consultant is awarded the project, Quorum will coordinate with an art consultant who supplies the art to assemble a document showing the conceptual design of the custom artwork, poster print, frame selection, etc. Artwork, accessories, and pricing will be presented to the client for review and approval. Upon approval, an invoice will be given to the client for the agreed upon amount for Artwork costs. Production of the artwork and purchase of the accessories will begin at that time. J. IT and Security – The MEP consultant for both phases and 3 buildings will provide a needs assessment, and design and specifications for the following: Entrance facility and equipment room (EF/ER i.e. MDF), Telecommunications rooms, (TR i.e. IDF), Structured cabling, Network connections, Audio-visual systems, Public address, Relocation of fiber loop, and Relocation of existing IT server. The Security design will include the following: Threat/needs assessment, Access control, Security structured cabling, Video surveillance, Intrusion detection, and Emergency, duress and panic signalization K. Building Envelope – The Building Envelope consultant will provide an independent review of design and construction documents and make recommendations in order to meet required building envelope performance requirements for enclosures and systems including openings, glazing systems, roofing, and waterproofing. This may investigation and analysis of the existing structure to remain as well as observations at critical points during construction. L. Additional Services Allowance – $50,000 Allowance allocated for additional service requested throughout design and approved by the Owner, including but not limited to additional site observations beyond those listed herein, or other items listed under additional services. Invoiced only if used by the Design team and approved by the Owner M. Direct Expense Fee – Architect shall invoice lump sum against the Direct Expense Fee based on using approximately 25% of the allocated fee during design and 75% of the allocated fee during bidding and construction mostly for printing, meals, and travel (mileage and tolls) expenses. ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
10 COMPENSATION Compensation for Basic and Supplemental Services as described herein is proposed to be a combination of lump sum and hourly, Not to Exceed fee of $5,906,100 as summarized below. Note that for Basic Services and applicable Supplemental Services, we anticipate our work will be developed in two phases as described herein at roughly 65% for Phase 1 and 35% for Phase 2. 1. BASIC SERVICES A. Programming / Master plan $ 172,400 B. Schematic Design $ 610,600 C. Design Development $1,062,800 D. Construction Documents $1,456,500 E. Bidding $ 97,900 (Hourly, not to exceed) F. Construction Contract Admin $1,022,300 (Hourly, not to exceed) Total Basic Service $4,422,500 This is approximately 7.75% of the assumed $57 mil Construction cost for two separate design, bid and construction packages. 2. SUPPLEMENTAL SERVICES A. Geotech & ESA $ 55,000 B. Survey $ 55,000 C. Traffic Impact Analysis $ 28,000 D. Subsurface Utility Exploration $ 50,000 E. Civil Engineering and Landscape $ 780,000 F. Downstream Assessment & Drainage$ 60,000 G. Equipment Coordination $ 80,000 H. Interior Design $ 65,000 I. Furniture Fixtures & Equipment $ 72,000 J. IT, Security and Fiber $ 142,600 K. Building Envelope $ 28,000 L. Additional Services allowance $ 50,000 M. Direct Expenses fee $ 18,000 Total Supplemental Services $1,483,600 This is approximately 2.60% of the assumed $57 mil Construction cost. Total of Basic and Supplemental Services $5,906,100 ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
11 The following 2024 Quorum hourly rate schedule will be utilized for additional services associated with this project in 2024. Rates are subject to change each calendar year. Principal $ 240 Associate $ 210 Project Manager $ 190 Project Architect $ 190 Architect/Interior Designer $ 165 Intern Architect/Designer $ 155 Technical Staff Project Clerical Administration Student Intern $ $ $ $ 150 90 90 75 Additional Services (Optional) – If there is a request to expand the scope of Basic Services, or to include Additional Services in the future, the fee will be negotiated based on the specific scope. This may include, but not be limited to, additional renderings or videos, cost projections (currently excluded since a CMaR will be on board early), fees paid for approvals of authorities having jurisdiction, detailed audio / visual, access control or security design beyond the City provided standards provided by Client’s IT department based off recent projects, Storm Shelter design, Special Inspections during construction, Fast track design, or more than two construction packages, *Commissioning, LEED Compliance, OSCAR and CLARA design, revisions to previously approved work, off-site utility design or other off-site work, Franchise utility work, Left turn or deceleration lanes, TX DOT driveway coordination, LOMR and CLOMR studies, water quality analysis, easement abandonments, environmental or wetland studies, coordination or permitting with USACE, TCEQ, or other local agencies outside of the normal municipal process, flood studies/floodplain development, Drainage and detention beyond the specific defined area of this project, etc. *As part of basic services, the design team shall provide documentation/requirements for either the owner or contractor to hire a third-party Commissioning agent. Additional Services work shall not be completed unless and until approved by the Client. SCHEDULE See Attachment “A” for our proposed schedule which may be affected or extended, based on the actual Notice to Proceed, scheduling of various meetings and response times, changes in Design after approval, delays in returning review comments or delays in the Client scheduling interim review meetings within each phase. ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
12 CLIENT RESPONSIBILITIES The City shall provide copies of any pertinent information that affects the property, including, but not limited to, a recent title commitment for each site or parcel, information on hazardous materials, flood information, Zoning and Development Ordinances, etc. The City will also provide a list of all equipment to be stored at this site. The Client shall provide services for the discovery, presence, handling, removal, or disposal of hazardous materials in any form at the Project site, including Hazardous material studies or abatement made necessary due to the demolition of existing structures. For Geotechnical work, the client is responsible for accurately identifying the existence and location of all subterranean structures and utilities on or affecting the Site (including the type and location of utility lines). The geotechnical company will take reasonable precautions to avoid affecting subterranean structures and utilities disclosed to it in writing by the Client. In order to prepare the Phase I ESA the Client should provide the consultant with the following: • Copies of available site plans, plots, and/or surveys; • Current chain of ownership for the site (preferably dating back to 1940); • Site contact information for site access; • Owner contact information for interview and questionnaire; and, • Completed User Questionnaire The Client will provide appropriate Special Inspections and Construction Material Testing during construction, as well as Building Commissioning if required. ADDITIONAL INFORMATION 1. Quorum Architects, Inc. will provide the Client with architectural services as required and agreed upon for satisfactory and normal completion of this project. The Architect shall exercise usual and customary professional care in his efforts to comply with those laws, codes, ordinances, and regulations, which are in effect as of the date of this agreement. 2. The Architect and its Consultants shall have no responsibility for the discovery, presence, handling, removal, disposal, or exposure of persons to hazardous materials in any form at the Project site, including Hazardous material studies or abatement necessitated by the demolition of existing structures. 3. In performing Architectural Services, the Architect shall use that degree of care and skill ordinarily exercised under similar circumstances by competent members of the architecture profession. Notwithstanding compliance with this standard of care, the Client can normally anticipate that some changes and adjustments in the project will be required either during or after construction. The Client agrees to establish a construction contingency fund of no less than 5% of the estimated construction cost to cover the reasonably anticipated costs of these changes and adjustments as well as, changes due to code revisions and field conditions. The ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
13 Client agrees not to seek any costs from the design team for changes or additions during construction unless contingency funds are exhausted by non-Client initiated changes. 4. The Architect has no control over the cost of labor, materials, equipment, or over the Contractor's methods of determining prices or over competitive bidding or market conditions. Opinions of probable costs that may be provided are based on the information known to Architect at the current time and represent only the Architect’s judgment as a design professional familiar with the construction industry. The Architect cannot and does not guarantee that proposals, bids, or actual construction costs will not vary from its opinions of probable costs. 5. Texas law requires registrants to provide all clients with the following written statement: “The Texas Board of Architectural Examiners, P.O. Box 12337, Austin, Texas 78711-2337 or 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, (512) 305-9000, has jurisdiction over individuals licensed under the Architect’s Registration Law, Texas Civil Statutes, and Article 249a”. Thank you for trusting Quorum Architects, Inc. to assist you in this endeavor. Sincerely, Quorum Architects, Inc. David G. Duman, AIA Texas registration #14305 Quorum Architects, Inc ATTACHMENT ADocusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
PHASE 1PHASE 2A
PHASE 2B
PHASE 2C(POSSIBLE)
APPROXIMATE REPRESENTATION OF PHASING AREAS,
AREAS TO BE FINALIZED IN PROGRAMMING AND DESIGN
DENTON SERVICE CENTER
QAI #24022 Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
ID Task Name Duration Start Finish
1 Scoping, Proposals & Council 27 days?Tue 4/9/24 Wed 5/15/24
2 Phase 1 - Program & Survey 72 days Thu 5/16/24 Fri 8/23/24
3 Programming 27 days Thu 5/16/24 Fri 6/21/24
4 Survey 20 days Thu 5/16/24 Wed 6/12/24
5 Concept Development 29 days Mon 6/24/24 Thu 8/1/24
6 Owner Review 16 days Fri 8/2/24 Fri 8/23/24
7 CMAR SELECTION 0 days Fri 8/23/24 Fri 8/23/24
8 Phase 1 - Schematic Design 86 days Mon 8/26/24 Mon 12/23/24
9 Architectural Design, materials, outline specs
(Additional Days for Holidays)
70 days Mon 8/26/24 Fri 11/29/24
10 Geotech Investigation 30 days Mon 8/26/24 Fri 10/4/24
11 ZCP Meeting 0 days Tue 10/1/24 Tue 10/1/24
12 Owner & CMAR Review and Comment 16 days Mon 12/2/24 Mon 12/23/24
13 Roadway Design (BY OTHERS)175 days Tue 4/9/24 Mon 12/9/24
14 Phase 1 - Design Development 124 days Wed 1/1/25 Mon 6/23/25
15 Architectural Design, Materials, outline Specs
(Additional Days for Holidays)
98 days Wed 1/1/25 Fri 5/16/25
16 Interim consultant DD submittal 0 days Mon 3/3/25 Mon 3/3/25
17 Coordinate Owner Equipment - OF / CI 7 days Mon 2/3/25 Tue 2/11/25
18 CEP V.1 Submittals 7 days Tue 4/1/25 Wed 4/9/25
19 Owner & CMAR Review and Comment 26 days Mon 5/19/25 Mon 6/23/25
20 Phase 1 - Construction Documents 139 days Tue 7/1/25 Fri 1/9/26
21 Architectural Design, Materials, Outline Specs 139 days Tue 7/1/25 Fri 1/9/26
22 CMAR EARLY RELEASE PACKAGE 45 days Mon 8/25/25 Fri 10/24/25
24 Interim Consultant CD Submittal 7 days Mon 11/3/25 Tue 11/11/25
25 Owner & CMAR Review (50 %)16 days Wed 11/12/25 Wed 12/3/25
26 CEP V.2 Submmital (?)7 days Wed 11/12/25 Thu 11/20/25
27 Phase 1 - Permitting 30 days Mon 1/12/26 Fri 2/20/26
28 Phase 1 - Pricing 30 days Mon 2/23/26 Fri 4/3/26
29 Phase 1 - Construction 306 days Mon 4/6/26 Mon 6/7/27
30 Phase 2 - Schematic Design 66 days Mon 1/5/26 Mon 4/6/26
32 Phase 2 - Design Development 120 days Tue 4/7/26 Mon 9/21/26
34 Phase 2 - Construction Documents 120 days Tue 9/22/26 Mon 3/8/27
36 Phase 2 - Construction 239 days Tue 6/8/27 Fri 5/5/28
City of Denton Service Center
Scoping and Proposals
QAI# 24022
Tue 4/23/24
Page 1
to be updated upon
contract award
Docusign Envelope ID: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
Quorum Architects, Inc.
7/16/2024
X
X
David Duman
X
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: D3412BF6-3CA2-49E8-BBDF-BC385E8FBD72
Certificate Of Completion
Envelope Id: D3412BF63CA249E8BBDFBC385E8FBD72 Status: Completed
Subject: Please DocuSign: City Council Contract 8454 Service Center Design
Source Envelope:
Document Pages: 38 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
7/16/2024 10:09:54 AM
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: 7/16/2024 10:16:07 AM
Viewed: 7/16/2024 10:16:37 AM
Signed: 7/16/2024 10:18:14 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: 198.49.140.10
Sent: 7/16/2024 10:18:17 AM
Viewed: 7/16/2024 1:21:53 PM
Signed: 7/16/2024 1:22:13 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/16/2024 1:22:16 PM
Viewed: 7/16/2024 3:44:23 PM
Signed: 7/16/2024 3:50:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Duman
davidd@qarch.com
Principal, Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 74.112.121.69
Sent: 7/16/2024 3:50:53 PM
Viewed: 7/16/2024 3:57:20 PM
Signed: 7/16/2024 4:29:25 PM
Electronic Record and Signature Disclosure:
Accepted: 7/16/2024 3:57:20 PM
ID: c7c51269-a0ec-4076-a869-150b754e174b
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: 7/16/2024 4:29:28 PM
Viewed: 7/16/2024 4:31:27 PM
Signed: 7/16/2024 4:31:54 PM
Electronic Record and Signature Disclosure:
Accepted: 7/16/2024 4:31:27 PM
ID: 89273487-4ce3-4d23-b5f7-843e04daf3a3
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: 7/16/2024 4:31:56 PM
Viewed: 8/21/2024 8:26:39 AM
Signed: 8/21/2024 8:28:02 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: 47.190.47.120
Signed using mobile
Sent: 8/21/2024 8:28:05 AM
Viewed: 8/21/2024 9:40:36 AM
Signed: 8/21/2024 9:40:43 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: 8/21/2024 9:40:46 AM
Viewed: 8/21/2024 2:46:23 PM
Signed: 8/21/2024 2:46:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/16/2024 10:18:17 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: 7/16/2024 4:31:57 PM
Viewed: 7/17/2024 9:18:28 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 8/21/2024 2:46:42 PM
Viewed: 8/21/2024 4:33:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Aaron Skinner
aaron.skinner@cityofdenton.com
Project Manager
Security Level: Email, Account Authentication
(None)
Sent: 8/21/2024 2:46:44 PM
Electronic Record and Signature Disclosure:
Accepted: 8/14/2024 4:38:32 PM
ID: fa4c14c2-a4c0-4586-bcce-eeb56014e04e
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/16/2024 10:16:07 AM
Certified Delivered Security Checked 8/21/2024 2:46:23 PM
Signing Complete Security Checked 8/21/2024 2:46:39 PM
Completed Security Checked 8/21/2024 2:46:44 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.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
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,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
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 3:59:03 PM
Parties agreed to: David Duman, Trevor Crain, Aaron Skinner
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
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.