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22-108ORDINANCENO. 22-108 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONALSERVICES AGREEMENT WITH ARCHITEXAS - ARCHITECTURE, PLANNING, ANDHISTORIC PRESERVATION, INC., FOR PROFESSIONAL DESIGN SERVICES FOR CITY nALL WEST FOR THE FACILITIES MANAGEMENT DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ7818-001– AWARDED TO ARCHITEXAS - ARCHITECTURE, PLANNING, AND HISTORIC PRESERVATION, INC., IN THE NOT-TO-EXCEED AMOUNT OF $234,320.OO). WHEREAS, on November 16, 2021, the City Council approved a pre-qualified professional services list of State Certified firms to provide architectural, engineering, and other services as customarily provided for municipal, vertical construction projects for the Facilities Management Department (Ordinance 21-2435), and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDArNS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with ARCHITEXAS - Architecture, Planning, and Historic Preservation, Inc., to provide professional design services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by Br ;A,. Beck and seconded by Jesse DA,is . This ordinance was passed and approved bythe following vote L-Z - J : Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : Alison Maguire, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: \/ g/ / J V/ /-L PASSED AND APPROVED this the 25 +- day of J A B v 4b r y _, 2022. GERARD HUDSPETH. MAYOR ATTEST: ROSA RIOS, CITY SECRETARY .\\\\lllllllIJOFOf•• Deputy City SocIetal> APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella L u : n rDN: cn=Marcella Lunn, o,aLL Date: 2021.12.29 16:30:27 -06'OO' BY: IM A11JM\\.t :Y,==r=rPSIn,T,nin@city, DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD DENTON Docusign City Council Transmittal Coversheet PSA 1 7818-o01 File Name I CITY HALL WEST RESTORATION Purchasing Contact ch'i' t; ch'1' ti; - City C,,„,iI T„g,t D,t, ’ "~u"-* 25’ 2022 Piggy Back Option Contract Expiration Ordinance Not Applicab1 e N/A 22-108 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD STANDARD AGREEMENT FOR ARCHITECTURAL RELATED PROFESSIONALSERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and ARCHITEXAS - Architecture, Planning, and Historic Preservation, Inc., with its corporate office at 1907 Marilla St. Second Floor, Dallas, Texas 75201 and authorizedto do business in Texas, ("ARCHITECT"), for a PROJECT generally described as: CityHall West, Historical Preservation (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ARCHITECT, and the ARCHITECT herebyagrees to perform, professional architectural services set forth in the Scope ofServices attached hereto as Attachment A. These services shall be performed inconnection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall notpay for any work performed by ARCHITECT or its consultants, subcontractors and/orsuppliers that has not been ordered in advance and in writing. It is specifically agreed that ARCHITECT shall not be compensated for any additional work resultingfrom oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ARCHITECT shall be compensated for all services provided pursuant to thisAGREEMENT in an amount not to exceed $234,320.00 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall beconsidered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment B. 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 continuefor 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 theCITY, 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: City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 1 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD A. Invoice and Payment (1) The Architect shall provide the City sufficient documentation, including but notlimited 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 particularservices 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 30days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested willbe withheld from payment, and the undisputed portion will be paid. The CITYwill 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 ingood faith within 60 days of the amount due, the ARCHITECT may, after giving7 days' written notice to CITY, suspend services under this AGREEMENT untilpaid in full. In the event of suspension of services, the ARCHITECT shall haveno 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 furnishingcustomary 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 similarcircumstances and professional license; and City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 2 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD (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 forsubcontract work such as special surveys, tests, test borings, or othersubsurface investigations in connection with design and architectural work to be performed hereunder. The ARCHITECT shall also advise the CITY concerningthe 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 insubsurface evaluations, changed or unanticipated underground conditions mayoccur that could affect the total PROJECT cost and/or execution. Theseconditions and cost/execution effects are not the responsibility of theARCHITECT. D. Preparation of Architectural Drawings The ARCHITECT will provide to the CITY the original drawings of all plans in ink onreproducible 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 anymanner 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 ARCHITECTor its personnel in any way responsible for those duties that belong to the CITYand/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, andresponsibilities, including, but not limited to, all construction methods, means,techniques, sequences, and procedures necessary for coordinating andcompleting all portions of the construction work in accordance with theAGREEMENT Documents and any health or safety precautions required by such construction work. The ARCHITECT and its personnel have no authorityto exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 3 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF.AAA2-A092ED94C6CD (2) Except to the extent of specific site visits expressly detailed and set forth inAttachment 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, ifthe work on the PROJECT is being performed in a manner indicating that thePROJECT, when completed, will be in accordance with the AGREEMENTDocuments, nor shall anything in the AGREEMENT Documents or thisAGREEMENT between CITY and ARCHITECT be construed as requiringARCHITECT to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the workon the PROJECT. If the ARCHITECT makes on-site observation(s) of adeviation from the AGREEMENT Documents, the ARCHITECT shall inform theCITY (3) When professional certification of performance or characteristics of materials,systems or equipment is reasonably required to perform the services set forth inthe Scope of Services, the ARCHITECT shall be entitled to rely upon suchcertification to establish materials, systems or equipment and performancecriteria 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 currentavailable information at the time of preparation, in accordance withAttachment 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; competitivebidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; andother economic and operational factors that may materially affect the ultimatePROJECT cost or schedule. Therefore, the ARCHITECT makes no warrantythat 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 progresspayments to the construction contractor will be based on the ARCHITECT 's knowledge, information, and belief from selective sampling and observation that the work hasprogressed to the point indicated. Such recommendations do not represent thatcontinuous or detailed examinations have been made by the ARCHITECT to ascertain City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 4 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that theARCHITECT has made an examination to ascertain how or for what purpose theconstruction 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, orencumbrances; 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 variouscomponents, or exact manner in which the PROJECT was finally constructed. TheARCHITECT 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 toexamine and photocopy any directly pertinent books, documents, papers andrecords of the ARCHITECT involving transactions relating to this AGREEMENT. ARCHITECT agrees that the CITY shall have access during normal workinghours to all necessary ARCHITECT facilities and shall be provided adequateand appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ARCHITECT reasonableadvance 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 CITYshall, until the expiration of five (5) years after final payment under thesubcontract, have access to and the right to examine and photocopy anydirectly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall haveaccess during normal working hours to all subconsultant facilities, and shall beprovided 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 intendedaudits (3) ARCHITECT and subconsultant agree to photocopy such documents as maybe 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. City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 5 of 17 DocuSign Envelope ID: 3B3F954D-EC2A218FF-AAA2-A092ED94C6CD J. INSURANCE (1 ) ARCHITECT’S INSURANCE a.Commercial General Liability – the ARCHITECT shall maintaincommercial 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 GeneralLiability insurance contains a general aggregate limit, it shall applyseparately 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 insuredendorsement or a substitute providing equivalent coverage, andunder 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 CommercialGeneral Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, oradvertising 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 theextent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained inaccordance with this AGREEMENT. b.Business Auto – the ARCHITECT shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit ofnot less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-ownedautos, when said vehicle is used in the course of the PROJECT. If the architect owns no vehicles, coverage for hired or non-owned isacceptable. 1.ARCHITECT waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to theextent these damages are covered by the business auto liability orcommercial umbrella liability insurance obtained by ARCHITECTpursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’Compensation – ARCHITECT shall maintain workers City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 6 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD 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 $100,000.00each employee for bodily injury by disease, with $500,000.00 policy limit. 1.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 andemployer’s liability or commercial umbrella insurance obtained byARCHITECT 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 ofthe AGREEMENT or the first date of services to be performed,whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate ofinsurance specifically referencing this PROJECT shall be submitted tothe CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ARCHITECT has obtainedall required insurance shall be attached to this AGREEMENT prior to itsexecution . b.Applicable policies shall be endorsed to name the CITY an AdditionalInsured 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 contractedservices . c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policiesdocumented thereon. d. Any failure on part of the CITY to attach the required insurancedocumentation hereto shall not constitute a waiver of the insurance requirements. e.A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall beacceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901Texas Street, Denton, Texas 76209. CRy of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 7 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD f. Insurers for all policies must be authorized to do business in the State ofTexas and have a minimum rating of A:V or greater, in the current A.M.Best Key Rating Guide or have reasonably equivalent financial strengthand 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. TheCITY, 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 theCITY h. Applicable policies shall each be endorsed with a waiver of subrogationin 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 includingendorsements 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 aclaims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shallstate 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 orchanges from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained afterfinal payments. 1.The CITY shall not be responsible for the direct payment of anyinsurance 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 reasonablyequivalent insurance coverage as required for the ARCHITECT. When sub consultants/subcontractors maintain insurance coverage,ARCHITECT shall provide CITY with documentation thereof on acertificate of insurance. K. Independent Consultant City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 8 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD 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 superiorshall 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 financialinterest, direct or indirect, in property abutting the proposed PROJECT and businessrelationships with abutting property cities. The ARCHITECT further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to thesigning 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 PROJECTto 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 qualifiedsubcontractor 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 havebeen 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 designchanges 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 thisAGREEMENT which the ARCHITECT could not have been reasonably aware of, theARCHITECT shall notify the CITY of such changes and an adjustment in compensationwill be made through an amendment to this AGREEMENT. O. Schedule ARCHITECT shall manage the PROJECT in accordance with the schedule developed perAttachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ARCHITECT and ARCHITECT’s agentsshall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 9 of 17 DocuSign Envelope ID: 3B3F954D-EC2AZ18FF-AAA2-A092ED94C6CD testing, or national origin, be refused the benefits of, or be otherwise subjectedto 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 employmentpractice 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 informationprovided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ARCHITECT as required for theARCHITECT 's performance of its services. The CITY will perform, at no cost to theARCHITECT, such tests of equipment, machinery, pipelines, and other components of theCITY'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, andpay 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 theARCHITECT '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, insurancecounselor. 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 timelymanner in accordance with the PROJECT schedule prepared in accordance withAttachment A. E. Prompt Notice The CITY will give prompt written notice to the ARCHITECT whenever CITY observes or becomes aware of any development that affects the scope or timing of the ARCHITECT 's City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18Page 10 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD 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 containingmaterials, or conditions, and that ARCHITECT had no prior role in thegeneration, treatment, storage, or disposition of such materials. Inconsideration of the associated risks that may give rise to claims by thirdparties 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, releaseor escape of hazardous substances, contaminants, or asbestos is a result ofARCHITECT’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 forcontractor 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 materialssuppliers on the PROJECT, or their sureties, shall maintain nodirect action against the ARCHITECT, its officers, employees, and subcontractors, for any claim arising out of, in connection with, orresulting 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 CITYand the ARCHITECT and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity orperson regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ARCHITECT. I. CITY's Insurance City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 11 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD (1) The CITY may maintain property insurance on certain pre-existing structuresassociated 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 litigationundertaken or defended by the CITY. In the event CITY requests such services of theARCHITECT, 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 thisAGREEMENT. If such changes affect the ARCHITECT 's cost of or time required forperformance 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 awritten Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of theARCHITECT, 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 bythe 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. City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 12 of 17 DocuSign Envelope ID: 3B3F954D-EC2A=}8FF-AAA2-A092ED94C6CD C. Force Majeure The ARCHITECT is not responsible for damages or delay in performance caused by actsof 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 toARCHITECT. b.by either the CITY or the ARCHITECT for cause if either party failssubstantially 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 todiligently complete the correction . (2) if this AGREEMENT is terminated for the convenience of the City, theARCHITECT 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 otherdata storage supplies or services; c. The time requirements for the ARCHITECT 'S personnel to documentthe 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 theconvenience of the CITY. In the event of such suspension, delay, or interruption, anequitable adjustment in the PROJECT's schedule, commitment and cost of the ARCHITECT s personnel and subcontractors, and ARCHITECT 's compensation will bemade F. Indemnification City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18Page 13 of 17 DocuSign Envelope ID: 3B3F954D-EC2Adj8FF-AAA2-A092ED94C6CD IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904,THE ARCHITECT SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINSTLIABILITY FOR ANY DAMAGE COMMITrED BY THE ARCHITECT OR ARCHITECT’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICHTHE ARCHITECT EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE. INTENTIONALTORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY ASUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITSREASONABLE ATrORNEY’S FEES IN PROPORTION TO THE ARCHITECT’SLIABILITY G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior writtenconsent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, itsinterpretation and performance, and any other claims related to it. The venue for anylitigation 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 unenforceabilitywill not affect any other provision, and this AGREEMENT shall be construed as if suchinvalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. 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 bodieshaving jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ARCHITECT AGREES TO DEFEND, INDEMNIFYAND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS ANDEMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OFTHE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE. OR REGULATION.WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18Page 14 of 17 DocuSign Envelope ID: 3B3F954D-EC2Adj8FF-AAA2-A092ED94C6CD ARCHITECT shall verify the identity and employment eligibility of its employees whoperform work under this AGREEMENT, including completing the Employment EligibilityVerification Form (1-9). Upon request by CITY, ARCHITECT shall provide CITY withcopies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ARCHITECT shall adhere to all Federal andState 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 performsuch services. ARCHITECT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THISPARAGRAPH BY ARCHITECT, ARCHITECT’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ARCHITECT, shall have theright to immediately terminate this AGREEMENT for violations of this provision byARCHITECT L. Prohibition On Contracts With Companies Boycotting Israel ARCHITECT acknowledges that in accordance with Chapter 2270 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 companythat 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 tothose terms in Section 808.001 of the Texas Government Code. By signing thisAGREEMENT, ARCHITECT certifies that ARCHITECT’S sIgnature provIdes writtenverification to the CITY that ARCHITECT,- (1) does not boycott Israel; and (2) willnot boycott Israel during the term of the AGREEMENT. Failure to meet or maintainthe 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 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. BysIgnIng this AGREEMENT, ARCHITECT certifies that ARCHITECT’S signatureprovides wrItten verIfication to the CITY that ARCHITECT, pursuant to Chapter2252, is not ineligible to enter into this AGREEMENT and will not becomeineligible to receive payments under this AGREEMENT by doing business withIran, Sudan, or a foreign terrorist organization. Failure to meet or maintain therequirements under this provision will be considered a material breach. N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908of 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 City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18Page 15 of 17 DocuSign Envelope ID: 3B3F954D-EC2A218FF-AAA2-A092ED94C6CD at the time the Contractor submits the signed contract. The Texas Ethics Commissionhas adopted rules requiring the business entity to file Form 1295 electronically with theCommission. Contractor will be required to furnish a Certificate of Interest Parties before the contractis awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at :https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm Register utilizing the tutorial provided by the StatePrint a copy of the completed Form 1295Enter the Certificate Number on page 2 of this contract.Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in thesubject 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 theTexas Ethics Commission’s website within seven business days. O. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entireAGREEMENT, which supersedes all prior written or oral understandings, and may only bechanged by a written amendment executed by both parties. This AGREEMENT may beexecuted 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 thesame instrument. The following attachments and schedules are hereby made a part ofthis AGREEMENT: Attachment A - Scope of ServicesAttachment B – Compensation Attachment C – Conflict of Interest Questionnaire 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 inany of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the datesubscribed by the City Manager. City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 16 of 17 DocuSign Envelope ID: 3B3F954D-EC2A-+8FF-AAA2-A092ED94C6CD BY: CITY OF DENTON, TEXAS BY ARCHITEXAS - Architecture, Planning, andHistoric Preservation, Inc DaBII CILRb DocuSlgned by: David Chase, AIA, LEED AP PrincipalmiTe Date: 01/25/2022 Date: 12/29/2021 THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational 1? ) I 11lg;e ! !11:: 11 1a n (1pq ) U 1SI> 1 n 1e 1S1 S erm S• RaW AM# 2021- 805779 TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER aMbItIt%"”"- Director - Airport & Fac111ties Title Fac11i ties Management Department Date Signed: 12/29/2021 APPROVED AS TO LEGAL FORM: MACK REINWAND. CITY ATTORNEY By, I Al-rEST:CITY SECRETARY City of Denton, TexasProfessional Services AgreementRevised Date: 9/6/18 Page 17 of 17 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD EXHIBIT A Architexas CREATE + CONSERVE 14 December 2021 Marissa Barrett Administration Manager City of Denton I Airport & Facilities Management Marissa.Barrett@cityofdenton.com Ft e :City of Denton’s City Hall West Renovation Proposal for Masterplanning & Programming Services Dear Ms. Barrett: Architexas is pleased to submit this fee proposal for programming and masterplanning services for the City of Denton’s City Hall West project. Architexas acknowledges the scope and schedule outlined in the RFP and can be used by the City as attachments to the PSA. Architexas has reviewed the proposed PSA for this project and has no objections. This proposal includes services that will include the following scope of work: TASKI Interior Selective Demolition TASK2 Masterplanning & Programming PROJECT TEAM MEMBERS Architexas RLG MEPCE Studio Outside Architect Structural Engineer MEP I Security & IT Landscape Consultants not included in our scope of services that are to be contracted and paid by the Owner: Environmental Survey & Consulting Site Surveyor Geotechnical Registered Accessibility Specialist fTDLR fees for registration, review and inspection) Construction Materials Testing Lab Cost Estimating SCOPE OF SERVICES Architexas will provide the following services: Dallas 1 Austin 1 San Antonio www. architexas.com r9o7 Marilla St.Second Floor Dallas, Texas 7520r P 214.748.4561 29oo S. Congress Ave.Suite 200 Austin, Texas 787o4 P 512.444.4220 4l7 8th Street San Antonio, Texas 78215 p 2ro.998.2422 DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD City of Denton's City Hall West Renovation Proposal for ServicesPage 2 of 5 TASKI INTERIORSELECTIVE DEMOLITION 1.1 Develop Construction Documents &Spectfimtions Architexas will prepare Construction Documents & Specifications defining the selective demolition and removal of interior finishes, equipment, and other improvements that have no salvage value; exposing the true condition of the building. 1.2 Bidding & Negotiation Architexas will assist the Owner in obtaining competitive bids from qualified sub-contractors. These services will include: • coordinating release of drawings and specifications and other bidding materials with the Owner conduct an on-site pre-bid meeting for qualified prospective bidders preparation of responses to questions from prospective bidders and provide clarification and interpretations of the bidding documents to prospective bidders in the form of addenda receiving and evaluation and qualification of bids from qualified sub-contractors • • • 1.3 Construction Administration Architexas will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating the Work, when fully completed, will be in accordance with the ConstructionDocuments. Includes: Respond to RFI’s, review shop drawings, and (4) site visits during construction Substantial Completion When the Work is found to be substantially complete, Architexas will conduct on-site review to determine the date of substantial completion and the schedule to achieve final completion. Includes: Site visit, create punch list, and review closeout documents Final Completion When the Work is found to be fully complete, Architexas will conduct a final walk with the Owner to determine full compliance of the project with the Contract Documents and certify a final Certificate of Payment. Includes: Site visit, approve final pay application TASK 2 MASTERPLANNING & PROGRAMMING 2.1 Community Outreach Architexas will lead a Community Outreach Process for a 2 month duration. This Outreach Process will include meetings with the following groups: • Downtown Business Owners DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD City of Denton’s City Hall West Renovation Proposal for Services Page 3 of 5 • • • • • Historic Landmark Commission Local Community Local Non-Profits City’s Development Services team City's Engineering Department Includes: (4) trips to Denton assuming four hours each Architexas will prepare Construction Documents & Specifications defining the selective demolition and removal of interior finishes, equipment, and other improvements that have no salvage value; exposing the true condition of the building. 2.2 Social Media Architexas will work with City's Public Information Office to leverage their existing social media and website assets to ensure broad community awareness of this Masterplanning and Programming effort, as well as the City’s goals for the project. 2.3 Community Polling Prepare a web-based community poll; run at least one interactive virtual meeting with the community; and use any other creative tools that will expand the outreach and capture process. 2.4 Masterplan & Program I Draft #1 Collate the outreach process and findings as well as Architexas recommendations for the building’suse into a Masterplan & Program – Draft #1 Includes: Outreach findings Recommendations for building’s use over next 20 years Addresses City’s Project Goals as indicated in Exhibit A Answers City's Questions as indicated in Exhibit A Proposed Program with the following information: • Net assignable square footage (NSF) for each programmatic space / use • Gross building square footage (GSF) to account for circulation, MEP spaces, etc, • Conceptual floor plans for each floor that match the proposed NSF and GSF • Conceptual site plan identifying modifications required to the site for the new use • Parking study with space allocations to meet the code requirements for the new use • Narrative identifying the applicable code, development and engineering guidelines. Pro forma: • 20 year property pro forma showing proposed rental income, leasing and operating expenses, and City subsidies required (if any). Assume the pro forma’s first costs for interior demolition and reconstruction, capital maintenance & replacement costs, ongoing maintenance, insurance, and energy costs will be provided by the City • 2.5 Presentation to City Architexas will present the Masterplan & Program I Draft #1 to City leadership and other stakeholders for input, edits, and further direction. DocuSign Envelope ID: 3B3F954D-EC2Az}8FF-AAA2-A092ED94C6CD City of Denton’s City Hall West Renovation Proposal for Services Page 4 of 5 2.6 Revise per City Comments Architexas will revise and incorporate comments received from City leadership and other stakeholders for final review, comment, and approval. 2.7 Presentation to CttyCoundlOnce approved by City leadership, Architexas will present the Final Masterplan & Program to City Council for their consideration & further direction. DELIVERABLES Architexas will provide the Owner with one hard copy and one electronic copy of the Master Plan. Additiona hard copies will be provided for an additional fee. PROJECT SCHEDULE Architexas will begin work within 30 days of being given notice to proceed and proposes the followingschedule: Task 1 Interior Selective Demolition Task 2 Masterplanning & Programming 8 months 7 months COMPENSATION Compensation for Tasks 1-2 will be a fixed professional fee of $163,920.00 plus reimbursable expenses. Task 1 Interior Selective Demolition Task 2 Masterplanning & Programming $ 60,900.00 $ 103,020.00 ADDITIONAL SERVICES Services requested by the Owner that are not part of the scope of work described in this proposal will be billed on an hourly basis at the following rates: Senior Principal Principal Project Architect Intern Architect Senior Historic Preservation SpecialistAdministrative $ 300.00 $ 250.00 $ 150.00 $ 100.00 $ 150.00 $ 75.00 REIMBURSABLE D(PENSES Reimbursable expenses necessary to perform the above services will be invoiced in addition to the architectural fees. Reimbursable expenses incurred for each 30 day billing period will be submitted with the invoice for that billing period. Reimbursable expenses include, but are not limited to the following: , Reproduction (photographic, xerographlc, scanning, printing, CAD plotting or other means of reproducing graphics and reports) • Courier, express mail and other delivery services • Long distance phone and faxing DocuSign Envelope ID: 3B3F954D-EC2A-+8FF-AAA2-A092ED94C6CD City of Denton’s City Hall West Renovation Proposal for Services Page 5 of 5 • • Travel related expenses Mileage (@ $0.58/mIle) Thank you for allowing Architexas the opportunity to submit this Proposal. We are looking forward to working with the City of Denton on this great project. Sincerely, David Chase, AIA LEED AP Principal i >98 8la 5 iiiB i g !i gi-gigI g][==1Dial aia Di g : S S g S g s r s g g g ag :q)in s sUB dTg Ei; ! q:I ;'ga &; 1U1 ]aiga I}) ii;gg;is i A ga 8a k bI ISLUda) A 6 !!! i & L E gai ! C) o6aFIIE LaA g rfi89a E6a bE8 q)6HE B gI gE ! ! a)EE El Is iE $1Cad -g 8Qa6B g ga g 8) gad 8 :8E Ega}} gEV) i g)a ed { g g g)a ed Eu gg alie JgjEl B + &o6 bg)g & BE8 i i , 1bZb111 US g iI DocuSign Envelope ID: 3B3F954D-EC2A48FF-AAA2-A092ED94C6CD CONFLICT OF INTEREST QUESTIONNAIRE – EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental enti This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). 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 amisdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. ARCHITEXAS - Architecture, Planning, and Historic Preservation, Inc.TH 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 thedate on which you became aware that the originally filed questionnaire was incomplete or inaccurate g Name of local government officer about whom the information in this section is being disclosed. Name of 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 businessrelationship as defined by Section 176.001(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 officernamed in this section AND the taxable income is not received from the local governmental entity?[] Y„ [] 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 anofficer or director, or holds an ownership of one percent or more? El Yes n No D.Describe each employment or business and family relationship with the local government officer named in this section 4 R I have no Conflict of Interest to disclose. 5 10/12/2021 Signature of vendor doing business with the governmental entity Date