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6748 - Amendment 2 Executed 6748 PSA – Amendment #2 Page 1 of 2 SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND NELSON + MORGAN ARCHITECTS, INC PSA 6748 THE STATE OF TEXAS § COUNTY OF DENTON § THIS SECOND AMENDMENT TO CONTRACT 6748 (“Amendment”) by and between the City of Denton, Texas (“City”) and NELSON + MORGAN ARCHITECTS, INC (“Architect”); to that certain contract executed on June 19, 2018, in the original not- to-exceed amount of $918,402.53 (the “Original Agreement”); amended on July 28, 2020 in the additional amount of $62,800 aggregating a not-to-exceed amount of $981,202.53 (the “First Amendment”); (collectively, the Original Agreement and the First Amendment are the “Agreement”) for services related to the design of the Service Center and 651 Mayhill Project. WHEREAS, the City deems it necessary to further expand the services provided by Architect to the City pursuant to the terms of the Agreement, and to provide an Additional Services – Conceptual Design and Property Condition Assessment with no monetary change with this Amendment for an aggregate not-to-exceed amount of $ 981,202.53; and FURTHERMORE, the City deems it necessary to further expand the goods/services provided by Architect to the City; NOW THEREFORE, the City and Architect (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 Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The additional services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for professional services related to the Design of the Service Center, are hereby authorized to be performed by Architect. For and in consideration of the additional services to be performed by Architect, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A” a total fee, including reimbursement for non-labor expenses an amount not to exceed $0.00 2. This Amendment modifies the Agreement amount to provide an additional $0.00 for the additional services with a revised aggregate not to exceed total of $981,202.53. DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D 6748 PSA – Amendment #2 Page 2 of 2 The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. IN WITNESS WHEREOF, the City and the Architect, have each executed this Amendment electronically, by and through their respective duly authorized representatives and officers on this date _________________________. “Architect” NELSON + MORGAN ARCHITECTS, INC By: ________________________________ AUTHORIZED SIGNATURE, TITLE “CITY” CITY OF DENTON, TEXAS A Texas Municipal Corporation By: _______________________________ Christa Christian, CPPB Procurement and Compliance 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: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D Director - Airport & Facilities Facilities Management 9/3/2021 Scott Gray August 10, 2021 Scott Gray, C.M., C.A.E. Director – Airport, Facilities City of Denton 5000 Airport Road Denton, TX 76207 Via email: scott.gray@cityofdenton.com RE: Denton Service Center Additional Services – Conceptual Design and Property Condition Assessment NMA Project No. 20004 Service Center Existing PO #186243 Existing PSA 6748 I. WORK SCOPE: Nelson + Morgan, Architects are pleased to provide the following proposal for providing Additional Professional Services relating to the referenced project. 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. BASE PROPOSAL: It is our intent to provide the City of Denton an enhanced Property Condition Assessment (PCA) of the City of Denton Service Center located at 901 Texas Street, Denton, TX 76209. As part of our design work for the proposed renovation currently in progress, we have done a baseline property condition assessment, although a written property condition report was not included in our scope of services. The focus of this PCA is to enhance the baseline survey and provide the City of Denton with a written Property Condition Report (PCR) to determine the best long-term goal for the Service Center. The scope of work is further defined below. · NMA will use the ASTM E2018-15 Standard guide for Property Condition Assessments. · Documentation review and interviews o The objective of the documentation review and interviews with end users and facility maintenance staff is to augment the walk-through survey and to further identify any physical deficiencies. · Walk-through survey of existing property o The objective of the walk-through survey is to visually observe the property to obtain information on material systems and components and to identify any material physical deficiencies and any unusual conditions. Items of the material building systems and components to be observed are:  Structural Frame  Building Envelope  Roofing  Plumbing  Heating  Air Conditioning and ventilation  Electrical  Vertical Transportation  Life Safety/Fire Protection DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D  Interior elements · Property Condition report (PCR) o Provide a written report of the significance of the physical deficiencies found and provide a suggested remedy. 1. The Property Condition Assessment will include the services of sub-consultants as noted below. 2. Sub-Consultants: a. Structural Engineering: Alpha Consulting Engineers will be responsible for the assessment of the structural framing and foundation b. Mechanical and Electrical Engineering: Hergenrether, Penner, McGuire and Burkett (HPMB) Consulting Engineering will be responsible for the assessment of the HVAC, Electrical and Plumbing and would include the following: · Engineering report listing existing major pieces of electrical distribution equipment, existing air conditioning equipment, existing water heater equipment, and any other major pieces of mechanical and electrical equipment on site. This listing would identify the equipment, provide pertinent data such as model number, approximate year of manufacturer, visual condition, and anticipated life expectancy. · Traverse of each air handling unit by an NEBB certified test and balance firm to ascertain current equipment performance as compared to original design data. · Thermographic survey of each electrical panelboard and switchboard · Camera survey of existing sewer piping inside the building by a licensed plumbing contractor. · HPMB will include the results from the above testing in their engineering report along with recommendations related to any issues discovered. c. Civil Engineering: Civil engineering is not included. d. Opinion of Cost: Opinion of cost is provided by others and is not included. TIME FRAME – PCR: NMA is prepared to begin work immediately · Anticipated time for delivery of Property Assessment Report is September 13, 2021. Refer Attached Project Execution Plan provided by PPV for additional scheduling/next steps. Preliminary Sketches: Professional services will consist of preliminary sketches of a new two story Service Center for the City of Denton. · Spaces will include the following City of Denton Services: First Floor o Technology Services o Water and Wastewater Utilities o Parks and Recreation o Traffic Operations o Materials Management o Streets and Drainage Second Floor o Safety Training o Parks and Recreation o Water Utilities Administration o Public Works o Purchasing Exclusions: The following services are not included: Civil Engineering/Site planning Opinions of Cost Design Development plans Construction Document plans Bidding/Negotiations Construction Administration II. SUPPLEMENTAL SERVICES: Nelson + Morgan, Architects will provide any supplemental services as deemed necessary by Project requirements DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D or Client. These may include development of any additional permitting plan sets for work sequences, extensive architectural, structural or civil engineering or design revisions, mechanical, electrical or acoustical engineering services, any food service design or planning, environmental analysis or testing. Supplemental Services shall be provided by the Architect, when requested by the Client, on an hourly or negotiated fee basis in addition to the fees charged for Basic Services Fees for any supplemental services will receive a 20% mark-up for handling and coordination. III. COMPENSATION BASE PROPOSAL: Professional services for an enhanced Property Condition Assessment and sketches for preliminary opinion of probable construction cost (cost by others) will be performed for a lump sum amount of $70,000 (Seventy Thousand) as outlined below. Invoicing for Professional Services will be billed monthly. FUNDING OPTIONS A. Additional Services shall be provided on an hourly basis at the following hourly rates. · Principal $175/hr. · Project Architect/Manager $120/hr. · Interior Designer $115/hr. · Staff Architect/Intern $90/hr. · Clerical $42.50/hr. · Consultants Cost plus 20% B. Reimbursable Expenses constitute expenses incurred on the Client's behalf by Nelson + Morgan, Architects. These expenses include, but are not limited to, reproduction and printing costs, registration and review fees, courier services, travel, required application and filing fees, etc. Reimbursable expenses will receive a 20% mark-up for handling and coordination. IV. CLIENT’S RESPONSIBILITIES A. Unless otherwise provided for under this Agreement, the Client shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program which shall set forth the Client’s objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. Within 15 days after receipt of a written request from the Architect, the Client shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of or enforce lien rights. FEE SUMMARY City of Denton Service Center Architectural Assessment 7,500$ Thermographic Photos of Envelope 1,500$ Mechanical Assessment $ 11,150 Electrical Assessment $ 10,900 Plumbing Assessment $ 13,950 Structural Assessment 5,000$ Sketches for opinion of probable cost (cost by others) $ 20,000 TOTAL 70,000$ CITY OF DENTON SERVICE CENTER PROF FEES CONTRACT AMOUNT Remaining in Service Center Contract - PO 186243 157,620.88$ to be billed for 50% Design Development (52,080.00)$ TOTAL REMAINING IN CONTRACT 105,540.88$ BASE PROPOSAL Base Proposal Property Condition Assessment 50,000.00$ Sketches for Opinion of Probable Cost 20,000.00$ TOTAL REMAINING IN CONTRACT AFTER ACCEPTANCE OF THIS AMMENDMENT 35,540.88$ DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D B. The Client shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. C. The Client shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect’s request, the Client shall furnish copies of the scope of services in the contracts between the Client and the Client’s consultants. The Client shall furnish the services of consultant’s other than those designated in this Agreement or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Client shall require that its consultants maintain professional liability insurance as appropriate to the services provided. D. The Client shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. E. The Client shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Client’s needs and interests. F. The Client shall provide prompt written notice to the Architect if the Client becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect’s Instruments of Service. G. The Client shall provide the Architect access to the Project site prior to commencement of the Work. V. LIMITATION OF LIABILITY In recognition of the relative risks and benefits of the Project to both the Client and the Architect, the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of the Architect to the Client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the Architect to the Client shall not exceed $50,000. 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. VI. 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 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. VII. PROFESSIONAL REGISTRATION: The Texas Board of Architectural Examiners, 333 Guadalupe, Suite 2-350, Austin, Texas 78701-3942, Phone: 512/305- 9000, has jurisdiction over individuals licensed under the Architects Registration Law, Article 249A, VTCS, and under the Interior Designer's Registration Law, Article 249E, VTCS. VIII. TERMINATION OR SUSPENSION A. If the Client fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect’s option, cause for DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days’ written notice to the Client before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Client for delay or damage caused the Client because of such suspension of services. Before resuming services, the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. B. If the Client suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect’s services. The Architect’s fees for the remaining services and the time schedules shall be equitably adjusted. C. If the Client suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days’ written notice. D. Either party may terminate this Agreement upon not less than seven days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. E. In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, together with Reimbursable Expenses then due and all Termination Expenses as defined in Paragraph G. F. Termination Expenses are in addition to compensation for the Architect’s services and include expenses directly attributable to termination for which the Architect is not otherwise compensated. G. The Client’s rights to use the Architect’s Instruments of Service in the event of a termination of this Agreement are set forth above. The purpose of this proposal is to provide scope and fee schedule information for additional services requested by the City of Denton, for amendment of the existing Professional Services Agreement (PSA) already in place for this project. Notwithstanding anything herein, the Consultant and the City agree that in the event of any conflict(s) between the language in this proposal and the existing PSA, the language in the existing PSA shall control. We look forward to working with you. Should you have any further questions, please feel free to give us a call at your convenience. Kelly D. Morgan, Architect Nelson + Morgan, Architects 8-10-2021 Date DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D 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 recognition of the relative potential risks and benefits of this project to both Owner and NMA, the 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. 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. DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D TEAMWORK DIVIDES THE EFFORT AND MULTIPLIES THE EFFECT...© 2020 Peak Program Value, LLC All rights reserved Updated 26 JUL 2021 DSCR – Service Center Renovation Project Execution Plan Facility Opens; Capture Lessons Learned 100% Schematic Design & Cost Estimate City Council Approval to Proceed with Phase IV Procure General Contractor Construction Staff Training; Project Clean & Start-Up Prepare Design Documents Finalize Master Budget & Schedule w/ Staff City Council Approval to Proceed with Phase V Progress Estimates & Stakeholder Input Budget Validation & Reconciliation w/ Staff FF&E Installation FF&E Procurement City Council Approval to Proceed with Phase III Facilities Assessment for Existing Building (13 SEP) Initial Scope Identification Present Recommendations to Staff & Council Staff Review & Approval to Proceed with Phase II City Stakeholder’s Staff Identify Project Needs = Preconstruction = Construction = Project Initiation = City Approval Gateways Procure Designer / Engineer Order of Magnitude Budget & Rough Schedule Prioritize Scope Stakeholder Fills Out Project Charter Facilities Staff Initiates Project Analysis Facilities Staff Collaborates w/Stakeholders ID & Estimate Cost of Deferred Maint + Capital Replacements Confirm Total Cost of 30 Year Hold of Existing Building After Reno Identify & Estimate Cost of Alternatives to Service Center Renovation Staff Compares Service Center Alternatives Present Staff’s Service Center Recommendation to CMO Team (04 OCT) 12 OCT 2021 DocuSign Envelope ID: F4AF987F-9CEF-4E79-9363-D4DA77AFEC3D Certificate Of Completion Envelope Id: F4AF987F9CEF4E799363D4DA77AFEC3D Status: Completed Subject: Please DocuSign: 6748 Amendment 2 PSA Source Envelope: Document Pages: 9 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/31/2021 9:40:23 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 8/31/2021 9:47:00 AM Viewed: 8/31/2021 9:47:08 AM Signed: 8/31/2021 9:47:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kelly D. Morgan Kmorgan@nelsonmorgan.com President Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 47.190.52.65 Sent: 8/31/2021 9:47:15 AM Viewed: 8/31/2021 11:08:35 AM Signed: 8/31/2021 3:39:11 PM Electronic Record and Signature Disclosure: Accepted: 8/31/2021 11:08:35 AM ID: 0b0c2728-4a98-4634-98e4-f9c079b34147 Scott Gray scott.gray@cityofdenton.com Director - Airport & Facilities x Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 8/31/2021 3:39:14 PM Resent: 9/3/2021 3:06:17 PM Viewed: 9/3/2021 3:06:46 PM Signed: 9/3/2021 3:07:12 PM Electronic Record and Signature Disclosure: Accepted: 9/3/2021 3:06:46 PM ID: f2518c1c-2394-474d-a6e9-13e44d7dce4e In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/3/2021 3:07:13 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marissa Barrett marissa.barrett@cityofdenton.com Management Analyst City of Denton Security Level: Email, Account Authentication (None) Sent: 9/3/2021 3:07:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Chris Squadra csquadra@peakprogramvalue.com Security Level: Email, Account Authentication (None) Sent: 9/3/2021 3:07:14 PM Viewed: 9/3/2021 8:08:33 PM Electronic Record and Signature Disclosure: Accepted: 8/25/2021 1:39:15 PM ID: 4668f74c-6ec9-4d15-a74a-2f2e9873ae50 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/31/2021 9:47:01 AM Certified Delivered Security Checked 9/3/2021 3:06:46 PM Signing Complete Security Checked 9/3/2021 3:07:12 PM Completed Security Checked 9/3/2021 3:07:14 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. 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