5497 - Amendment 3 Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
Jamie Cogdell
December 11, 2018
Not Applicable
5497PSA
Fleet Expansion - Amendment 3
N/A
18-2076
1
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
THIRD AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND NELSON+MORGAN ARCHTECTS, INC.
[FILE NO. 5497]
THIS THIRD AMENDMENT TO CONTRACT (this “Third Amendment”) by and
between the City of Denton, Texas (the “City”) and Nelson+Morgan Architects, Inc.
(“Nelson+Morgan”)to that certain Contract executed on February 13, 2014, in the original
not-to-exceed amount of $24,840 (the “Original Agreement”); amended on August 27,
2015 in the additional amount of $20,073.09 aggregating a not-to-exceed amount of
$44,913.09 (the “First Amendment”); amended on October 18, 2016 in the additional
amount of $158,035 aggregating a not-to-exceed amount of $202,948.09 (the “Second
Amendment”) (collectively, the Original Agreement, the First Amendment, and the Second
Amendment are the “Agreement”) for Nelson+Morgan’s services related to the
architectural and engineering design services for the City of Denton’s Fleet Services
Facility Expansion project as is contained in the Agreement.
WHEREAS, Nelson+Morgan has substantially completed the work called for in
the Agreement, and the City deems it necessary to further expand the services provided by
Nelson+Morgan to the City, and to provide an additional not-to-exceed amount
$139,871.88 with this Third Amendment to further expand Fleet Services at the Business
Service Center located at 804 Texas Street, for an aggregate not-to-exceed of $342,819.97.
NOW THEREFORE, the CITY and Nelson+Morgan (hereafter collectively
referred to as the “Parties”), in consideration of their mutual promises and covenants, as
well as for other good and valuable considerations, do hereby AGREE to the following
Third Amendment, which amends the following terms and conditions of the said
Agreement, to wit:
1.
The provisions of Section III. “Entire Agreement” of the Agreement are hereby
amended to add the additional language as follows, to wit:
“4. Contractor’s Third Amended Proposal. (Attachment A to the Third
Amendment)”
2.
The provisions of Section II. “Compensation”, Subsection 2.4 “Total
Compensation” in the Agreement shall instead read, “The total comprehensive not-to-
exceed amount for this agreement shall be $342,819.97.”
3.
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
2
The Parties hereto agree, that except as specifically provided for by this Third
Amendment, that all of the terms, covenants, conditions, agreements, rights,
responsibilities, and obligations of the Parties, set forth in both the Agreement and now the
Third Amendment shall be, and will remain in full force and effect.
IN WITNESS WHEREOF, the City of Denton, Texas and Nelson+Morgan, have
each executed this Third Amendment electronically, by and through their respective duly
authorized representatives and officers on this date ___________________________.
“CITY”
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: ___________________________
TODD HILEMAN
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By: __________________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
By: ___________________________________
“NELSON+MORGAN”
NELSON+MORGAN ARCHITECTS, INC.
By: _________________________________
AUTHORIZED SIGNATURE, TITLE
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and
business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
Principal
Mario Canizares
Assistant City Manager
City Manager's Office
12/11/2018
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 1 of 8
August 27, 2018
Mr. Dean Harley
Director, Facilities Management
869 S. Woodrow
Denton, TX 76209
RE: Fleet Services Service 12 Bay Expansion
Professional Services Proposal
I. PROJECT SCOPE:
Nelson + Morgan, Architects (NMA) are pleased to provide the following proposal for providing Professional Services relating to
the referenced project. It is our intent to provide normal architectural, structural, mechanical, electrical and plumbing design
services specific to the project requirements.
NMA shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the
same or similar locality under the same or similar circumstances. NMA shall perform its services as expeditiously as is consistent
with such professional skill and care and the orderly progress of the Project.
1. Design and development of the construction documents to provide a 12-vehicle service bay expansion to the existing
Fleet Services Facility.
· Project will be designed to meet the general design criteria and features of the existing facility.
· Expansion will be on the north end of the current facility.
· Existing wash bay and roof structure will be removed to allow for expansion of new service bays.
· Approximate size of each 2 vehicle service bays are anticipated to be: 20’ x 110’ sf).
o 12 bay expansion shall be approximately 125’x110’ (13,750 sf).
2. Facility will be designed to match the general construction features of the Fleet Services Facility located on Texas
Street.
· Precast Concrete “tilt wall” exterior walls.
· 20’ wide service bays with 14’ x 20’ overhead coiling doors
· 50’ reinforced concrete service apron outside all service doors on the east and west sides will be provided.
· No finished crew rooms or staff facilities are anticipated.
· The existing 8” sanitary sewer line and manholes will be relocated to avoid the new expansion areas.
· Site grading on the north between the expanded bays and the existing fueling island will be adjusted with
the installation of new drop inlets into an underground storm water drainage system. New concrete or
asphalt paving will be necessary.
· Service bays will be furnished with electrical power, lighting, mechanical ventilation and fire protection
similar to the existing facility.
3. Preliminary Project Budget:
· Bids were received for a similar scope of expansion in July 2015 (RFP#5845). Average cost for construction
was $239/sf with approximately $28/sf allocated to the site paving and utility relocation.
· A preliminary estimate of probable construction cost was developed by CCM in June 2018, based on a
13,682 net sf. This estimate established an approximate cost of $2,805,837.00. This total was without any
detailed site or utility design, no contingencies, FFE, Owner furnished equipment or professional fees.
NMA will include in our professional services a cost consultant to update probable cost as the construction
package is completed. The estimate developed with the preliminary design will be updated and adjusted with
the final construction documents prior to issuance for bidding.
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 2 of 8
4. Professional Services:
Recently during the budgeting and preliminary planning for this project, NMA completed the development of
preliminary site and floor plans of the 12-bay expansion for use by the cost consultants to use in the budget process.
We also scheduled and met with the Denton building official and worked out solutions with regard to several code
compliance issues that must be addressed for this design.
This knowledge of the project needs and requirements, the use of the construction documents and details already
developed for the CNG expansion project (RFP 5845), and the proposed inclusion of the original design team of sub-
consultants, NMA has the unique advantage in preparing the construction and bidding package for this project. As
such, our professional services fees will be adjusted to reflect this value and benefit.
Upon award of this PSA, NMA will schedule a design review meeting with the Fleet Services and FM staff to confirm
scope, budget and timing. It is anticipated that with only minimal changes, if any, we should be able to begin the
development of the final Construction Documents and bidding package immediately. The majority of this phase will
concentrate on the civil design for the drainage and utility relocations around the north end of the site and electrical
and plumbing coordination inside the service bays. With these understandings and expectations, NMA will reduce
our typical design services fee proportionally.
It is our intention to furnish the professional services required by standard City of Denton PSA agreement, including
necessary professional assistance during the bidding phase and full construction administration and post construction
services.
Project will be designed to meet the IBC 2012, Energy codes, related City of Denton codes and ordinances and Texas
Accessibility Standards.
5. NMA proposes the following sub-consultants into the design team on this project (same as the CNG Expansion):
· Structural and foundation: Cory Potts, P.E. with Lobsinger Potts Structural Engineers (LPSE).
· Mechanical and Electrical Engineering: Hergenrether Penner McGuire and Burkett Consulting Engineers, Inc.
(HPMB)
· TAS Plan Review and Registered Accessibility Specialist; Jeff Gutknecht
· Civil Engineering; Allison Engineering Group (AEG); work scope limited to immediate site drainage and
general grading, dimensional control, site paving and utility coordination, storm water collection and
discharge piping system, relocation of existing sanitary sewer main. It is understood that the Owner will
provide a topographic survey and accurate record drawings of all underground utilities.
· Construction Cost Management, Inc.: CCM, Inc. will furnish the consulting services during all phases of
project development including planning, design, and construction. Fees for CCM are identified as a
Supplemental Service.
6. Services not included are:
· Civil Engineering. It is assumed that no additional civil engineering related to the drainage, detention, off-
site utility extensions or modifications, platting or zoning will be necessary. If it is determined that the
additional services will be necessary, these will be provided under Additional Services as stated below.
· LEED design or certification: This project will not be required to meet any specific USGBC LEED certification
or ranking. It will be designed to the current requirements of the 2015 IECC Energy code and IBC codes.
· Building Commissioning: The project specifications will require that the new mechanical systems be
reviewed and certified by an approved third-party Test and Balance Agency, but third-party building
commissioning is not included in our scope.
· Site Topography: Owner will furnish a current site survey with all easements, features and topographic
information for the proposed construction site.
· Platting: It is understood that the City of Denton will coordinate any required platting services that may be
necessary.
· Landscape Design: the project scope will not require the services of a landscape design/architect. NMA will
develop a landscape plan to meet the requirements of the City of Denton minimum landscape requirements
as outlined in the DDC and related site design criteria.
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 3 of 8
· Soils Investigation; services for a geotechnical survey are not included in our basic services, but will be
necessary for foundation and site paving design.
Professional Services are more fully outlined below.
II. BASIC SERVICES
A. Schematic Design Phase:
The Schematic Design Phase for this project has already been completed and will not be necessary as a specific services phase.
NMA will review the program and other information furnished by the Client, and shall review laws, codes, and regulations
applicable to the Architect’s services.
B. Design Development phase:
Based on the Client’s approval of the Preliminary Design Documents, and on the Client’s authorization of any adjustments in
the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents
for the Client’s approval. The Design Development Documents shall illustrate and describe the development of the approved
Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical
construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to
architectural, structural, mechanical and electrical systems, and such other elements as may be appropriate. The Design
Development Documents shall also include outline specifications that identify major materials and systems and establish in
general their quality levels.
The Architect shall update the Opinion of Probable Cost of the Work.
The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the
Opinion of Probable Cost of the Work, and request the Owner’s approval
C. Construction Documents Phase:
Based on the Client’s approval of the Design Development Documents, and on the Client’s authorization of any adjustments in
the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the
Client’s approval. The Construction Documents shall illustrate and describe the further development of the approved Design
Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials
and systems and other requirements for the construction of the Work. The Client and Architect acknowledge that in order to
construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and
other similar submittals, which the Architect shall review.
During the development of the Construction Documents, the Architect shall assist the Owner in the development and
preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including
bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the
Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual
that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and
sample forms.
Assist the client with the selection of interior and exterior finishes, colors, materials, and fixtures for incorporation into the
project.
The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having
jurisdiction over the Project.
The Architect shall update the Opinion of Probable Cost of the Work.
The Architect shall submit the Construction Documents to the Client, advise the Client of any adjustments to the Opinion of
Probable Cost of the Work, take any action required, and request the Client’s approval.
D. Biding or Negotiation Phase Services and Permit review process:
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 4 of 8
The City of Denton has jurisdiction over this project. NMA will coordinate the efforts on behalf of the owner to obtain the
necessary approvals for construction.
The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner’s approval of the
Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals;
(2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and
preparing contracts for construction.
E. Construction Administration Phase:
The Architect shall provide administration of the Contract between the Owner and the Contractor as outlined in the City of
Denton PSA agreement and outlined in AIA Document A201™–2007, General Conditions of the Contract for Construction.
The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have
authority to act on behalf of the Owner only to the extent provided in the Agreement. The Architect shall not have control over,
charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor’s failure to
perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the
Architect’s negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or
omissions of the Contractor or of any other persons or entities performing portions of the Work.
The Architect’s responsibility to provide Construction Phase Services commences with the award of the Contract for
Construction and terminates on the date the Architect issues the final Certificate for Payment.
Project completion services
The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final
completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the Owner, for the
Owner’s review and records, written warranties and related documents required by the Contract Documents and assembled by
the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the
requirements of the Contract Documents.
The Architect’s inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the
Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be
completed or corrected.
When the Work is found to be substantially complete, the Architect shall inform the Owner about the balance of the Contract
Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final
completion or correction of the Work.
The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or
sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases
and waivers of liens or bonds indemnifying the Owner against liens; and (3) any other documentation required of the
Contractor under the Contract Documents.
Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall,
without additional compensation, conduct a meeting with the Owner to review the facility operations and performance.
The Architect will provide the following Contract Administration phase services:
· Site visits as deemed necessary by the Architect and his consultants to review the Work in an effort to determine, in
general, whether or not it is being constructed in accordance with the Construction Documents.
· Schedule and attend a Pre-Construction conference with General Contractor and key sub-contractors.
· Submittal and shop drawing reviews.
· Review substitution requests from the Contractor for materials or products which become unavailable during
construction due to circumstances beyond the Contractor's control.
· Finish materials and color selection and recommendations
· Review Contractor's schedule and advise Client of construction progress.
· Monthly Payment Certification
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 5 of 8
· Review and respond to any Requests for information (RFI) and issue any Architectural Supplemental Instructions (ASI)
as may be necessary.
· Prepare punch lists for the Project.
· Establish dates of Substantial and Final Completion and prepare certificates for same.
· Coordinate project close out and receipt of warranty and maintenance binders from the Contractor.
· Payment Certification
· Testing and material inspection
· Interpretations and decisions
III. SUPPLEMENTAL SERVICES:
Nelson + Morgan, Architects will provide any supplemental services as deemed necessary by Project requirements or Client.
These may include additional extensive architectural, structural or civil engineering or design revisions, mechanical, electrical or
acoustical engineering services, Environmental analysis or testing. Supplemental Services shall be provided by the Architect,
when requested by the Client, on an hourly or negotiated fee basis in addition to the fees charged for Basic Services Fees for
any supplemental services will receive a 20% mark-up for handling and coordination.
IV. PROFESSIONAL FEES
1. Basic Services: Professional fees for items identified above in Section II, Basic Services shall be based on a total fee of
FIVE percent (5%) of the final Construction Cost of the Project. Services for Schematic Design will be reduced by $-24,000.00
which will result in a net adjusted fee basis of 4.14%. These fees shall be billed monthly up to the percentages listed below for
each phase based on the latest Opinion of Probable Cost. A final adjustment will be made at the end of the project based on
the total construction cost of the Project.
The monthly invoicing will be based upon the following breakdown as services are provided:
Schematic Design Phase 30% of total fee
Design Development Phase 20% of total fee
Construction Documents Phase 30% of total fee
Bidding and Negotiation Phase 05% of total fee
Construction Administration Phase 15% of total fee
2. Texas Accessibility Standards: NMA shall register the proposed project with the Texas Department of Licensing and
Regulation as required by the TAS code. NMA with also submit the plans and specifications required under Section 469.101 of
the TAS code for review and approval by a registered Accessibility Specialist. The cost for work associated with compliance with
the TAS code will be One thousand two hundred sixty dollars ($1,260.00)
3. Civil Engineering: Professional fees for Civil Engineering will be furnished for a total of Twelve Thousand one hundred
twenty Dollars ($12,120.00) as outlined below:
Concept Site Plan Development: $ 4,200.00
Pre-Application Submittal $ 800.00
Site Civil Plans $ 8,000.00
Construction Period Service $ 2,000.00
4. Cost Consultant: NMA will furnish the services of a professional cost consultant to provide project professional
services at the 100% Design Development phase and 90% Construction Documents phase to substantiate and validate the
project budget and the Architects Opinions of Probable Cost. Total fee for these services will be provided for Ten Thousand
two Hundred dollars ($10,200.00).
5. Additional Services shall be provided on an hourly basis at the following hourly rates.
Principal $175.00/hr.
Project Architect/Manager $115.00/hr.
Interior Designer $115.00/hr.
Staff Architect/Intern $90.00/hr.
Clerical $42.50/hr.
Consultants Cost plus 20%
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 6 of 8
6. Reimbursable expenses constitute expenses incurred on the Client's behalf by Nelson + Morgan, Architects and
NMA’s consultants directly related to the Project, as follows:
· Printing, reproductions, plots, standard form documents;
· Postage, handling and delivery;
· Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner;
· Renderings, models, mock-ups, professional photography, and presentation materials requested by the
Owner;
· Architect’s Consultant’s expense of professional liability insurance dedicated exclusively to this Project, or
the expense of additional insurance coverage or limits if the Owner requests such insurance in excess of
that normally carried by the Architect’s consultants;
· All taxes levied on professional services and on reimbursable expenses; and
· Other similar Project-related expenditures.
Reimbursable expenses will receive a 20% mark-up for handling and coordination. For your convenience, we suggest that you
budget $1,000.00 for these expenses, exclusive of any submittal or filing fees.
V. FEE SUMMARY:
FEE SUMMARY 12 Bay Expansion
Basic Services (adjusted net Fee) 4.14%
Pre Construction Services
30% 18,087.56$
20% 28,058.38$
30% 42,087.56$
5% 7,014.59$
Construction Phase Services
Construction Administration 15% 21,043.78$
100% 116,291.88$
Supplemental Services
12,120.00
10,200.00
1,260.00$
TOTAL SUPPLEMENTAL SERVICES 23,580.00$
TOTAL PROFESSIONAL SERVICES 139,871.88$
Construction Cost services
TDLR/TAS review services
Schematic Design Phase
Design Development Phase
Construction Documents Phase
Bidding and Contract Phase
TOTAL BASIC SERVICES
Civil Engineering services
VI. LIMITATION OF LIABILITY
In recognition of the relative risks and benefits of the Project to both the Client and the Architect, the risks have been
allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Architect to the Client
for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including
attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Architect to the Client
shall not exceed the Architect's total fee for services rendered on this Project. It is intended that this limitation apply to any
and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
VII. INDEMNIFICATION:
The Client shall, to the fullest extent permitted by law, indemnify and hold harmless the Firm, his or her officers, directors,
employees, agents and sub consultants from and against all damage, liability and cost, including reasonable attorney's fees
and defense costs, arising out of or in any way connected with the performance by any of the parties above named of the
services under this agreement, excepting only those damages, liabilities or costs attributable to the sole negligence or willful
misconduct of the Firm. In recognition of the relative potential risks and benefits of this project to both Owner and NMA, the
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 7 of 8
risks are allocated such that Owner agrees to the fullest extent permitted by law, to limit the liability of NMA and to all third
parties with whom Owner initiates business relationships on this project, including, but not limited to lender, counselors,
designers, surveyors, suppliers, contractors, subcontractors and inspectors for any and all claims, losses, costs, damages of any
nature whatsoever or claims expenses resulting from any cause or causes. Such claims and causes include, but are not limited
to negligence, professional errors or omissions, strict liability, and breach of contract or warranty.
VIII. PROFESSIONAL REGISTRATION:
The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, Phone: 512/305-9000, has
jurisdiction over individuals licensed under the Architects Registration Law, Article 249A, VTCS, and under the Interior
Designer's Registration Law, Article 249E, VTCS.
IX. OTHER CONDITIONS
Nelson + Morgan, Architects Terms and Conditions page shall be a part of this agreement.
Please acknowledge your acceptance of this proposal for the above work. I look forward to working with you. Should you have
any further questions, please feel free to give me a call at your convenience.
ALAN F. NELSON, Architect
Nelson + Morgan, Architects
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
City of Denton
Fleet Service 12 Bay Expansion
Professional Services Proposal
August 27, 2018
Page 8 of 8
TERMS AND CONDITIONS
Nelson + Morgan, Architects (NMA, The Firm) shall perform the services outlined in this agreement for the stated fee arrangement.
Access to Site:
Unless otherwise stated, The Firm will have access to the site for activities necessary for the performance of the services. The Firm will take
precautions to minimize damage due to these activities, but has not included in the fee the cost of restoration of any resulting damage. Site
inaccessibility due to inclement weather may delay the delivery of documents where access to the site is necessary, such as obtaining soil samples.
Dispute Resolution:
Any claims or disputes made during design, construction or post-construction between the Client and Firm shall be submitted to non-binding
mediation. Client and Firm agree to include a similar mediation agreement with all contractors, subcontractors, sub-consultants, suppliers and
fabricators, thereby providing for mediation as the primary method for dispute resolution between all parties.
Billings/Payments:
Invoices for the Firm's services shall be submitted, at the Firm's option, either upon completion of such services or on a monthly basis. Invoices shall
be payable within 30 days after the invoice date. If the invoice is not paid within 30 days, the Firm may, without waiving any claim or right against
the Client, and without liability whatsoever to the Client, terminate the performance of the service.
Late Payments:
Accounts unpaid 90 days after the invoice date may be subject to a monthly service charge of 1.5% (or the legal rate) on the then unpaid balance. In
the event any portion or all of an account remains unpaid 120 days after billing, the Client shall pay all costs of collection, including reasonable
attorney's fees.
Indemnification:
The Client shall, to the fullest extent permitted by law, indemnify and hold harmless the Firm, his or her officers, directors, employees, agents
and sub consultants from and against all damage, liability and cost, including reasonable attorney's fees and defense costs, arising out of or in
any way connected with the performance by any of the parties above named of the services under this agreement, excepting only those
damages, liabilities or costs attributable to the sole negligence or willful misconduct of the Firm. In consideration of the above fee which
includes a reduction allowance for risk funding, the Owner agrees to limit the Architects liability to the Owner arising from the Architect's
professional act, errors or omissions, such that the total aggregate liability of the Architect to all those named shall not exceed the lesser of
either the total fee for this project or the amount of Professional Liability Insurance the Architect has in force. Such claims and causes include,
but are not limited to negligence, professional errors or omissions, strict liability, and breach of contract or warranty.
Limitation of Liability:
The Client, through its authorized representative, and NMA, have discussed their risks, rewards and benefits of the project and NMA's total fee
for services. Neither NMA, nor their consultants, agents, or employees shall be jointly, severally or individually liable to Client in excess of one
twenty five thousand ($25,000.00) by any act of omission, including breach of contract or negligence not amounting to willful or intentional
wrong.
Certifications:
Guarantees and Warranties: The Firm shall not be required to execute any document that would result in its certifying, guaranteeing or warranting
the existence of conditions whose existence the Firm cannot ascertain.
Suspension of Services:
After giving seven days written notice, NMA may suspend services under this Agreement until all amounts due have been paid in full.
Furthermore, NMA may withhold design drawings, documents, specifications reports, or any other tangible items produced under the terms of
this Agreement until outstanding invoices are paid.
Termination of Services:
This agreement may be terminated by the Client or the Firm should the other fail to perform its obligations hereunder. In the event of
termination, the Client shall pay the Firm for all services rendered to the date of termination, all reimbursable expenses, and reimbursable
termination expenses.
ATTACHMENT A
DocuSign Envelope ID: F0172737-8E40-4CA9-A9B3-21DA781D4482
Certificate Of Completion
Envelope Id: F01727378E404CA9A9B321DA781D4482 Status: Completed
Subject: Please DocuSign: City Council Contract 5497 Amendment 3 - Fleet Services Expansion
Source Envelope:
Document Pages: 11 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 0 Jamie Cogdell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Jamie.Cogdell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
11/19/2018 3:01:08 PM
Holder: Jamie Cogdell
Jamie.Cogdell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Jamie Cogdell
jamie.cogdell@cityofdenton.com
Senior Buyer
City Of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 11/19/2018 3:01:54 PM
Viewed: 11/19/2018 3:02:08 PM
Signed: 11/19/2018 3:02:54 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 11/19/2018 3:02:56 PM
Viewed: 11/19/2018 3:32:55 PM
Signed: 11/19/2018 3:33:03 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Alan Nelson
anelson@nelsonmorgan.com
Principal
Nelson+Morgan, Architects
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.52.65
Sent: 11/19/2018 3:33:04 PM
Viewed: 11/19/2018 5:10:43 PM
Signed: 11/20/2018 4:27:49 PM
Electronic Record and Signature Disclosure:
Accepted: 11/1/2017 11:54:05 AM
ID: 977b6064-9dc1-48d4-812b-30eebd2dedcd
Mario Canizares
mario.canizares@cityofdenton.com
Assistant City Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 174.206.27.182
Signed using mobile
Sent: 11/20/2018 4:27:51 PM
Resent: 11/26/2018 12:27:18 PM
Viewed: 11/20/2018 5:33:42 PM
Signed: 11/26/2018 2:31:45 PM
Electronic Record and Signature Disclosure:
Accepted: 11/26/2018 2:31:39 PM
ID: 73255fe6-41b9-4e91-a94c-61f4163e93fa
Signer Events Signature Timestamp
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 11/26/2018 2:31:47 PM
Viewed: 12/12/2018 9:30:03 AM
Signed: 12/12/2018 9:30:25 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 12/12/2018 9:30:28 AM
Viewed: 12/12/2018 9:31:50 AM
Signed: 12/12/2018 9:31:57 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 12/12/2018 9:31:59 AM
Viewed: 12/13/2018 9:00:56 AM
Signed: 12/13/2018 9:01:33 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/19/2018 3:02:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/12/2018 9:30:27 AM
Viewed: 12/12/2018 9:57:41 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/13/2018 9:01:35 AM
Viewed: 2/1/2019 2:34:56 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/13/2018 9:01:36 AM
Viewed: 12/13/2018 11:53:16 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dawn Wilson
dawn.wilson@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/13/2018 9:01:37 AM
Viewed: 12/14/2018 5:37:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/13/2018 9:01:37 AM
Certified Delivered Security Checked 12/13/2018 9:01:37 AM
Signing Complete Security Checked 12/13/2018 9:01:37 AM
Completed Security Checked 12/13/2018 9:01:37 AM
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: Alan Nelson, Mario Canizares, Todd Hileman
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.