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23-2443ORDINANCE NO. 23-2443 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH NELSON + MORGAN ARCHITECTS, INC., FOR THE MUNICIPAL COURT RENOVATION DESIGN AND RENDERING PROJECT FOR THE FACILITIES MANAGEMENT DEPARTMENT AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7818-o09 – AWARDED TO NELSON + MORGAN ARCHITECTS, INC., IN THE NOT-TO-EXCEED AMOUNT OF $200,000.00). WHEREAS, on November 16, 202 1, 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 and 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, this procurement was undertaken as part of the City’s governmental ftmction; 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 ORDAINS: SECTION 1. The City Manager, or their designee, is hereby authorized to enter into an agreement with Nelson + Morgan Architects, 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. „„„d,Tb',"in:::pEtT:: ''FI:2::” Tllis:Lin=1:=asF££fandapprov,db,l= following vote n - 1] : Aye J J J L ,/ J 1/ Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: ,„„„„,,„„,,,„„„„. q'' „,., J..- -... y , 2024. H, MAYOR ATTEST: JESUS SALAZAR, CITY SECRETARY b\\\IIII IIII/ BY: APPROVED AS TO LEGAL FORM: MACK RETNWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and BY: -Ikm Ate: 2023.12.15 12:49:1046'oa . Groups, ou=General Government, LU\ \ \ X 1\XX dE) u b1 g 1 r En 1 1 : 4La r ( e 1 1 n \ :n :L e n t : n c DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA DENTON Docusign City Council Transmittal Coversheet 7818-009 File Name M,„I,lpa1 C ,, Purchasing Contact K ;Yl; c 1;'k rt City Council Target Date JANUARY 9 ’ 2024 Piggy Back Option Contract Expiration Ordinance and offi ce Renovat1 on PSA Not Applicab1 e N/A 23-2443 DocuSign Envelope ID: CCDA7382-IE50dIFC5-AA97-09BEC7605CCA STANDARD AGREEMENT FOR ARCHITECTURAL RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality (’'CIW"), and NELSON + MORGAN ARCHITECTS, INC., with its corporate office at 2717 WIND RIVER LN STE 230 DENTON, TX 76210, and authorized to do business in Texas. ("ARCHITECT"), for professional design services for the Municipal Court Renovation (the "PROJECT") SECTION 1 Scope of Services A.The CITY hereby agrees to retain the ARCHITECT, and the ARCHITECT hereby agrees to perform, professional architectural services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B.Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ARCHITECT or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ARCHITECT shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A.The ARCHITECT shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $200,000.00 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B.Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ARCHITECT shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ARCHITECT will be made as follows: City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 1 of 18 DocuSign Envelope ID: CCDA7382-IE50-+FC5-AA97-09BEC7605CCA A. Invoice and Payment (1) The Architect shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ARCHITECT will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the partIcular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ARCHITECT for billings contested in good faith within 60 days of the amount due, the ARCHITECT may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ARCHITECT shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the ARCHITECT A. General The ARCHITECT will serve as the CITY's professional architect representative under this AGREEMENT, providing professional architectural consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ARCHITECT shall perform its services: (1) with the professional skill and care ordinarily provided by competent arcitects practicing in the same or similar locality and under the same or similar circumstances and professional license; and City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 2 of 18 DocuSign Envelope ID: CCDA7382-1 E504FC5-AA974)9BEC7605CCA (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent architect. C. Subsurface Investigations (1) The ARCHITECT shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and architectural work to be performed hereunder. The ARCHITECT shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) in soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ARCHITECT. D. Preparation of Architectural Drawings The ARCHITECT will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ARCHITECT shall not be liable for the use of such drawings for any project other than the PROJECT described herein . E. Architect's Personnel at Construction Site (1 ) The presence or duties of the ARCHITECT 's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ARCHITECT or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ARCHITECT and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 3 of 1 8 DocuSign Envelope ID: CCDA7382-IE50qFC5-AA97-09BEC7605CCA (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ARCHITECT or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ARCHITECT be construed as requiring ARCHITECT to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ARCHITECT makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ARCHITECT shall inform the CITY (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ARCHITECT shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1 ) The ARCHITECT shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) in providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ARCHITECT has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ARCHITECT makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ARCHITECT 's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ARCHITECT to the CITY for periodic construction progress payments to the construction contractor will be based on the ARCHITECT 's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ARCHITECT to ascertain City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 4 of 1 8 DocuSign Envelope ID: CCDA7382-IE50JIFC5-AA97<)9BEC7605CCA 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 the ARCHITECT has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid . H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ARCHITECT is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ARCHITECT agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ARCHITECT involving transactions relating to this AGREEMENT. ARCHITECT agrees that the CITY shall have access during normal working hours to all necessary ARCHITECT facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ARCHITECT reasonable advance notice of intended audits. (2) ARCHITECT further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits (3) ARCHITECT and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ARCHITECT for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 5 of 18 DocuSign Envelope ID: CCDA7382-IE50-+FC5-AA97-09BEC7605CCA J. INSURANCE (1 ) ARCHITECT’S INSURANCE a.Commercial General Liability – the ARCHITECT shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. 1.The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii.ARCHITECT waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b.Business Auto – the ARCHITECT shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the architect owns no vehicles, coverage for hired or non-owned is acceptable. 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 the business auto liability or commercial umbrella liability insurance obtained by ARCHITECT pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’Compensation – ARCHITECT shall maintain workers City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 6 of 18 DocuSign Envelope ID: CCDA7382-IE50JtFC5-AA97-09BEC7605CCA compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. 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 and employer’s liability or commercial umbrella insurance obtained by ARCHITECT pursuant to this AGREEMENT. d.Professional Liability – ARCHITECT shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ARCHITECT has obtained all required insurance shall be attached to this AGREEMENT prior to its execution . b.Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted servIces. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e.A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. City of Denton, Texas Professional Services AgreementRevised Date: 3/22/22 Page 7 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. 1.The CITY shall be entitled, upon its request and without incurring expense, to review the ARCHITECT 's insurance policies including endorsements thereto and, at the CITY's discretion; the ARCHITECT may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k.Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. I. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ARCHITECT shall be required by the ARCHITECT to maintain the same or reasonably equivalent insurance coverage as required for the ARCHITECT. When sub consultants/subcontractors maintain insurance coverage, ARCHITECT shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant City of Denton. Texas Professional Services AgreementRevised Date: 3/22/22 Page 8 of 18 DocuSign Envelope ID: CCDA7382-1 E50JtFC5-AA97-09BEC7605CCA The ARCHITECT agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ARCHITECT acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ARCHITECT further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) if asbestos or hazardous substances in any form are encountered or suspected, the ARCHITECT will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) if asbestos or other hazardous substances are suspected, the CITY may request the ARCHITECT to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current architectural practice standards which the ARCHITECT should have been aware of at the time this AGREEMENT was executed. the ARCHITECT shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ARCHITECT could not have been reasonably aware of, the ARCHITECT shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ARCHITECT shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ARCHITECT and ARCHITECT’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic City of Denton, Texas Professional Services AgreementRevised Date: 3/22/22 Page 9 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ARCHITECT and ARCHITECT’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ARCHITECT may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ARCHITECT as required for the ARCHITECT 's performance of its services. The CITY will perform, at no cost to the ARCHITECT, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ARCHITECT 's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights4f-way, and access necessary for the ARCHITECT 's services or PROJECT construction . D. Timely Review The CITY will examine the ARCHITECT 's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ARCHITECT whenever CITY observes or becomes aware of any development that affects the scope or timing of the ARCHITECT 's City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 10 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA services or of any defect in the work of the ARCHITECT or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ARCHITECT will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ARCHITECT had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ARCHITECT from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ARCHITECT’s negligence or if ARCHITECT brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ARCHITECT 's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ARCHITECT for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ARCHITECT, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the architectural services performed. Only the CITY will be the beneficiary of any undertaking by the ARCHITECT." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ARCHITECT and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ARCHITECT. I. CITYs Insurance City of Denton, Texas Professional Services AgreementRevised Date: 3/22/22 Page 11 of 18 DocuSign Envelope ID: CCDA7382-IE50J+FC5-AA97-09BEC7605CCA (1) The CITY may maintain property insurance on certain preexisting structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ARCHITECT a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ARCHITECT for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ARCHITECT, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ARCHITECT ’s cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ARCHITECT shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ARCHITECT, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ARCHITECT will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 12 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA C. Force Majeure The ARCHITECT is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ARCHITECT that prevent ARCHITECT’s performance of its obligations hereunder. D. Termination (1 ) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ARCHITECT. b.by either the CITY or the ARCHITECT for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) if this AGREEMENT is terminated for the convenience of the City, the ARCHITECT will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ARCHITECT 'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ARCHITECT 'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ARCHITECT will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ARCHITECT for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ARCHITECT s personnel and subcontractors, and ARCHITECT 's compensation will be made F. Indemnification City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 13 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ARCHITECT SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMiTrED BY THE ARCHITECT OR ARCHITECT’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ARCHITECT EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATrORNEY’S FEES IN PROPORTION TO THE ARCHITECT’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.1. 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 bodies having 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 AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER. LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 14 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA ARCHITECT shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (1-9). Upon request by CITY, ARCHITECT shall provide CITY with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ARCHITECT shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ARCHITECT employee who is not legally eligible to perform such services. ARCHITECT SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ARCHITECT, ARCHITECT’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ARCHITECT, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ARCHITECT L. Prohibition On Contracts With Companies Boycotting Israel Architect acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signIng this agreement, Architect certifies that Architect’s signature provides written verification to the City that Architect: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach . M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Architect certifies that Architect’s signature provides written verification to the City that Architect, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorIst organIzatIon. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Prohibition on Contracts with Companies Boycotting Certain Energy Companies Architect acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or City of Denton, Texas ProFessional Services AgreementRevised Date: 3/22/22 Page 15 of 18 DocuSign Envelope ID: CCDA7382-IE50J+FC5-AA97-09BEC7605CCA services unless the contract contains written verification from the company that it (1 ) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Architect certifies that Architect’s signature provides written verification to the City that Architect: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. O. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Architect acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1 ) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By sIgnIng this agreement, Architect certifies that Architect’s signature provides written verification to the City that Architect: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade assocIatIon. Failure to meet or maintain the requirements under this provision will be considered a material breach. P. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Engineer is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. Q. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract City of Denton, Texas Professional Services AgreementRevised Date: 3/22/22 Page 16 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www .ethics.state.tx.us/filinginfo/1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter 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 the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. R. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A – Project Scope, Fees, and Schedule These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shallbe resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. City of Denton, Texas Professional Services AgreementRevised Date: 3/22/22 Page 17 of 18 DocuSign Envelope ID: CCDA7382-IE50J+FC5-AA97-09BEC7605CCA [29l1 A £19cuted by each party’s designated representative to be effective on BY: CITY OF DENTON, TEXAS BY: ARCHITECT DocuSigned by: SMA Healy BigImaM==ai $aHhMORGAN ARCHITECTS, INC Wb WE5Tma Date:12/12/202 3 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational /obIHR}399e and business terms lbw, £rAH,cr rgn'a 2023-1103675 TEXAS ETHICS COMMISSION CERTniCATE NUMBER D1 rector Title Faci 1 i t1 es Department Date Signed: 12/12/2023 APPROVED AS TO LEGAL FORM: D, CITY A1–rORNEY CITY SECRETARY City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 18 of 18 DocuSign Envelope ID: CCDA7382-IE504FC5-AA974)9BEC7605CCA ,,T ,-;i'1 1-’;t\:;llvluNT A NELSON + MORGANAARCHITECTSINC December 8,2023 Tom Gramer Facilities & Fleet Director Facilities Management Office 869 S Woodrow Denton. Texas 76205 Via email: tom.gramer©cityofdenton.com RE:Architectural & Engineering Services Municipal Court Renovation I. PROJECTSCOPE: 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. NM A sha\I 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. Professional services are further outlined below. 1. This proposal outlines the architectural design for the renovation of the existing Municipal Courts area, focusing on providing comprehensive Mechanical. Electrical. and Plumbing (MEP) services along with a complete finish design. The renovation aims to modernize and enhance the functionality of the building. Total Area: The renovation covers approximately 11.747 square feet. Design Focus: Full Architectural and MEP services design for a future bid-build contract. Spaces to be Renovated: Customer Service Area Administrative Space (both open and private) Corridor Court Area Court Hall Court Vestibule Judge Suite 2.Exterior Renovation ' Facade: Application of plaster over the existing face brick to rejuvenate the building’s exterior. ' Windows: Installation of new, larger windows equipped with Level 3 ballistic protection to ensure security and aesthetic appeal. ' Ballistic Exterior Walls: Reinforcement of walls to meet Level 3 ballistic standards. enhancing the safety and security of the building. a ArchItects • Planners • Interior DesIgn •2737 Wind RIver Lane. Ste 230 Denton, Texas 76210 a DocuSign Envelope ID: CCDA7382-IE50JtFC5-AA974)9BEC7605CCA Municipal Court Renovation December 8, 2023 Page 2 of IO 3.Interior Renovation ' Electrical Upgrades: Modernization of the electrical system, including efficient lighting solutions and power supply enhancements. ' Plumbing Upgrades: Up-to-date plumbing systems, ensuring sustainability and efficiency. ' Interior Design: Aesthetic and functional interior design, incorporating modern elements while ensuring the functionality of each specific area. 4. Sustainability and Compliance ' Eco-Friendly Materials: Use of sustainable materials wherever possible, reducing environmental impact. ' Compliance with Regulations: Adherence to all relevant building codes and regulations. 5.Cost of the Work: no budget for this work has been determined. For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work does not include the compensation of the Architect, the costs of the land, rights-of-way, financing, contingencies for changes in the Work or other costs that are the responsibilityof the Owner. The Owner's budget for the Cost of the Work is provided in Initial Information, and may be adjusted throughout the Project as required. Evaluations of the Owner’s budget for the Cost of the Work, the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor. materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work or from any estimate of the Cost of the Work or evaluation prepared or agreed to by the Architect. In preparing estimates of the Cost of Work. the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. And for changes in the Work, and for possible ambiguities, omissions or inconsistencies in the contract Documents. The Owner further agrees to make no claims against the Architect or its consultants with respect to any increase costs within the contingency due to such changes or because of any claims made by the contractor relating to such changes. The Owner agrees to set aside a contingency allowance for this project of Five to Ten percent (5%-10%) of the construction cost. 6. NMA will complete the architectural design and overall project coordination to furnish the Owner a construction and permit package for registration with the City of Denton. Services will include the services of sub-consultants as noted below. 7. Sub-Consultants: • Structural Engineering: Alpha Consulting Engineers • ArchItects • Planners • InterIor DesIgn a 271 7 Wind RIver Lane, Ste 230 Denton, Texas 76210 a DocuSign Envelope ID: CCDA7382-1 E504FC5-AA97<)9BEC7605CCA Municipal Court Renovation December 8. 2023 Page 3 of IO • • Mechanical and Electrical Engineering: HPMB Consulting Engineers will development plans for the Mechanical and Electrical components of the project. Cost consultants: Mattison Construction Estimating, LLC Civil Engineering: Not included in scope Geotechnical Engineering: Not included in scope 8. The facility will be designed to meet the currently adopted International Building Codes, Americans with Disabilities Act. Texas Accessibility Standards, and City of Denton local codes and ordinances. 9.Exclusions: • No Civil Engineering• No Geotechnical • No Landscaping • No Irrigation design • Engineering services other than described above • Design of low voltage system cabling for telephone and data systems • Design of fire alarm system (although we anticipate showing general device layout). • Security system design or specification. We will indicate required rough-in for security equipment if we are provided with this information. • Design of fire sprinkler system (although we anticipate providing a performance specification). • Design of piping systems beyond connection to the existing building plumbing infrastructure. II. BASIC SERVICES: The following is a brief list of Professional Services that we anticipate will be required and propose to provide. This is not intended to limit our scope of service. but to generally define and explain our intent to provide professional services necessary for the successful completion of the project. A. Preliminary Design: The Architect shall review the program and other information furnished by the Client, and shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall prepare a preliminary evaluation of the Client's program, schedule, Project site, and the proposed procurement or delivery method and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Client of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that may be reasonably needed for the Project. Based on the Project's requirements agreed upon with the Client. the Architect shall prepare and present for the Client's approval a preliminary design illustrating the scale and relationship of the Project components. • Develop preliminary concept floor plans. • Coordinate with City of Denton to obtain concept and construction approvals. Based on the Client’s approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Client's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan. if appropriate, and preliminary building plans, sections and elevations; and may include a ArchItects • Planners • InterIor DesIgn •2717 WInd RIver Lane. Ste 230 Denton, Texas 76210 940.566.0266 Fax 940,566,0223 DocuSign Envelope ID: CCDA7382-IE504FC5-AA97-09BEC7605CCA Municipal Court Renovation December 8. 2023 Page 4 of IO some combination of perspective sketches, or digital modeling. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. The Architect shall submit the Schematic Design Documents to the Client, and request the Client's approval. 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 submit the Design Development Documents to the Client, advise the Client of any adjustments to the Opinion of Probable Cost of the Work, and request the Client's approval. • Further develop the preliminary floor plans and site plan into detailed final concept plans. 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. The Architect shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. 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. Based on the approved Design Development plans and information, the Architect will • Revise the final drawings, details and specifications required to construct the Project • Assist the client with the selection of interior and exterior finishes. colors. materials, and fixtures for incorporation into the project. • Development of Design phase elements into a detailed and coordinated construction contract package consisting of plans, details and specifications • ArchItects • Planners • InterIor DesIgn a 2717 Wind River Lane. Ste 230 Denton. Texas 76210 940,566.0266 Fax 940.566.02&a DocuSign Envelope ID: CCDA7382-IE504FC5-AA97<)9BEC7605CCA Municipal Court Renovation December 8, 2023 Page 5 of IO • Furnish governmental and regulatory review assistance (permit approvals with City of Denton) • Includes attendance by the Architect’s personnel at meetings with the Client to coordinate the Work and review the Construction Documents. Any comments received from the Client during final review will be incorporated into the documents prior to bidding. D.Bidding or Negotiation Phase Services and Permit review process: The City of Denton has jurisdiction over this project. NMA will coordinate the efforts on behalf o 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 set forth below and in AIA Document A20ITM-2017, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201–2017. those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. 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 this 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. The Architect will provide the following Contract Administration phase services: • Provide 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. • Attend construction progress meetings at the site. • Schedule and attend a Pre-Construction conference with General Contractor and key sub-contractors. • Submittal and shop drawing reviews. • ArchItects • Planners • Interior DesIgn •2717 Wind RIver Lane, Ste 230 Denton, Texas 76210 a DocuSign Envelope ID: CCDA7382-IE50JIFC5-AA97<}9BEC7605CCA Municipal Court Renovation December 8. 2023 Page 6 of IO • 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 • 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 If Construction Administration is not included: It is understood and agreed that if the Architect's Basic Services under this Agreement DO NOT include project observation or review of the Contractor's performance or any other construction phase services, and that such services will be provided for by the client. The Client assumes all responsibility for interpretation of the Contract Documents and for construction observation, and the Client waives any claims against the Architect that may be in any way connected thereto. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Architect, its officers, directors, employees and sub consultants (collectively, Architect) against all damages. liabilities or costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with the performance of such services by other persons or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to the Contract Documents to reflect changed field or other conditions. except for claims arising from the sole negligence or willful misconduct of the Architect. If the Client requests in writing that the Architect provide any specific construction phase services and if the Architect agrees in writing to provide such services, then they shall be compensated for as Additional Services. III. SUPPLEMENTAL SERVICES: Nelson + Morgan, Architects will provide any supplemental services as deemed necessary by Project requirements 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. a ArchItects • Planners • InterIor DesIgn •271 7 Wind RIver Lane. Ste 230 Denton. Texas 76210 a DocuSign Envelope ID: CCDA7382-IE504FC5-AA97<)9BEC7605CCA Municipal Court RenovationDecember 8, 2023 Page 7 of IO IV. PROFESSIONAL FEES Basic Services: Professional fees for items identified above in Section II. Basic Services shall be based on a total fee as shown below. PROFESSIONAL FEE SUMMARY Architectural Schematic Design Design Development Construction Documents 22,500 $ $ $ 22,500 67.500 7,500Bidding & Negotiations Construction Admin 30,000 26,280 3,040 Basic Services Construction Admin Structural Basic Services $7.500 2,600 ost Consulta Basic Services $ exas Accessib ando rc Registration $175 975Pg_n _R_eviewqnq_J_mLe_9_tign $ Suk)consultants Coordination Invoicing for Basic Services will be billed monthly up to the percentages listed below for each phase: Preliminary Design Design Development Phase Construction Documents Phase Bidding & Negotiations Construction Administration Phase TOTAL 15% phase fee balance 15% phase fee balance 45% phase fee balance 5% phase fee balance 20% of fee balance 100% A. Additional Services shall be provided on an hourly basis at the following hourly rates. Principal $250.OO/hr. Project Architect/Manager $175.OO/hr. Interior Designer $150.OO/hr. • ArchItects • Planners • Interior DesIgn •2717 Wind RIver Lane, Ste 230 Denton, Texas 76210 a DocuSign Envelope ID: CCDA7382-IE50J+FC5-AA97-09BEC7605CCA Municipal Court Renovation December 8, 2023 Page 8 of IO Staff Architect/Intern Clerical Consultants $100.OO/hr. $75.OO/hr. 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. V.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. B.The Client shall establish and periodically update the Client's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 1.4; (2) the Client’s other costs; and, (3) reasonable contingencies related to all of these costs. If the Client significantly increases or decreases the Client's budget for the Cost of the Work, the Client shall notify the Architect. The Client and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. C.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. D.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 a ArchItects a Planners a Interior DesIgn •271 7 Wind lava Lane. Ste 230 Denton. Texas 76210 a DocuSign Envelope ID: CCDA7382-IE504FC5-AA97<)9BEC7605CCA Municipal Court Renovation December 8. 2023 Page 9 of IO 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. E. 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. F. 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. G. 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. H.Except as otherwise provided in this Agreement, or when direct communications have been specially authorized, the Client shall endeavor to communicate with the Contractor and the Architect's consultants through the Architect about matters arising out of or relating to the Contract Documents. The Client shall promptly notify the Architect of any direct communications that may affect the Architect's services. I Before executing the Contract for Construction, the Client shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Client shall provide the Architect a copy of the executed agreement between the Client and Contractor, including the General Conditions of the Contract for Construction. J. The Client shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. 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 $50,000, or the Architect's total fee for services rendered on this Project, whichever is greater. 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. a Architects • Planners • Interior DesIgn •2717 Wind RIver Lane, Ste 230 Denton, Texas 76210 a DocuSign Envelope ID: CCDA7382-IE50z+FC5-AA97-09BEC7605CCA Municipal Court Renovation December 8, 2023 Page 10 of IO 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, WCS. and under the Interior Designer's Registration Law. Article 249E, VTCS. VIII.MISCELLANEOUS PROVISIONS A.Terms in this Agreement shall have the same meaning as those in AIA Document A201– 2017, General Conditions of the Contract for Construction. B. The Client and Architect, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Client nor the Architect shall assign this Agreement without the written consent of the other. except that the Client may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Client's rights and obligations under this Agreement. C. If the Client requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Client requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services or responsibilities beyond the scope of this Agreement. D. NMA, its structural engineering. mechanical engineering. and electrical engineering sub-consultants will remain the owners of the plans, drawings, instruments and other materials they create in connection with the project (the "plans and drawings"). Client shall have a non-exclusive license to use, alter. and add to the plans and drawings for the purpose of the project. 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 Tom Gramer City of Denton Facilities & Fleet Director 1 2-8-2023 Date Date • ArchItects • Planners • Interior DesIgn a 2717 Wind River Lane, Ste 230 Denton. Texas 76210 940.566, 0266 Fax 940.566.0:@ DocuSign Envelope ID: CCDA7382-1 E504FC5-AA97-09BEC7605CCA CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other Derson 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 as defined by Section 176.001 (1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thI date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. a M NELSON + MORGAN ARCHITECTS ,INC . 2 , , Check this box if you are filing an update to a previously filed questionnaire.X (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code Attach additional pages to this Form CIQ as necessary. A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?n Yes a No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?E Yes a No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? n Yes = No D.Describe each employment or business and family relationship with the local government officer named in this section. 4 5 LJ I have no Conflict of Interest to disclose. 12/12/2023 Signatur;-aWd6mFmrsiness with the governmental entity Date DocuSign Envelope ID: CCDA7382-IE50JtFC5-AA97-09BEC7605CCA CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www. statutes.legis,state.tx.us/ Docs/LG/htm/LG 1 76.htm. For easy reference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a){2){A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vaxk)c (B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore than $ 100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and (a.1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: ( 1 ) has an employment or other business relationship with a local govemment officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local govemment officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local govemment officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Oflicial within the third 3d degree ofaffinibr (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Conuuission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right4f-way or other real property interests for public use, Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www.ethics.state.tx . us Revised 11/30/2015 [kx:uSign Certificate Of Completion Envelope Id: CCDA73821 E504FC5AA9709BEC7605CCA Subject: Please DocuSign: City Council Contract 7818-009 Municipal Court and Office Renovation Status: Completed Source Envelope: Document Pages: 31 Certificate Pages: 6 Signatures: 6 Initials: 1 Envelope Originator: Kayla Clark 901 B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/8/2023 7:53:36 AM Holder: Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Kayla Clark kayla.clark@cityofdenton.com Buyer Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 12/8/2023 8:02:00 AM Viewed: 12/8/2023 8:02:12 AM Signed: 12/8/2023 8:03:25 AM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 12/8/2023 8:03:28 AM Viewed: 12/8/2023 9:43:34 AM Signed: 12/8/2023 9:43:59 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) 'DocuSi9n•d bIC IMartLLhtBhA. .4B0708BIB4AA438 Sent: 12/8/2023 9:44:01 AM Viewed: 12/1 1/2023 1 :59:08 PM Signed: 12/1 2/2023 1 :48:26 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Kelly Morgan kmorgan@nelsonmorgan.com President Security Level: Email, Account Authentication (None) Sent: 12/1 2/2023 1 :48:30 PM Viewed: 12/1 2/2023 3:18:07 PM Signed: 12/12/2023 4:40:37 PM Signature Adoption: Uploaded Signature Image Using IP Address: 47.190.52.65 Electronic Record and Signature Disclosure: Accepted: 8/31/2021 9:08:35 AM ID: 0bOc2728Jja984634-98e4-f9c079b34147 Signer Events Tom Gramer Tom.Gramer@cityofdenton.com Director Security Level: Email, Account Authentication (None) Signature 'DocuSlgned by: 1 Th1 4raNW ,7858DA8FCE5F49C Timestamp Sent: 12/12/2023 4:40:41 PM Viewed: 12/12/2023 4:43:31 PM Signed: 12/1 2/2023 4:43:50 PM Signature Adoption: Pre-selected Style Using IP Address: 174.224.13.20 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Completed Sent: 12/12/2023 4:43:54 PM Viewed: 1/10/2024 12:06:11 PM Signed: 1/10/2024 12:06:26 PM Using IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 1/10/2024 12:06:29 PM Viewed: 1/1 0/2024 12:38:44 PM Signed: 1/10/2024 12:38:49 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/10/2024 12:38:53 PM Viewed: 1/10/2024 1 :21 :39 PM Signed: 1/10/2024 1 :23:34 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Accepted: 1/10/2024 1 :21 :39 PM ID: 8ac3934f-aa8d4438-b865d::122d2afcc8cc In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 12/8/2023 8:03:28 AM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email. Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 12/1 2/2023 4:43:54 PM Viewed: 12/1 3/2023 7:30:32 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 1/10/2024 1 :23:38 PM Viewed: 1/1 1/2024 6:34:08 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 12/8/2023 8:02:00 AM 1/1 0/2024 1 :21 :39 PM 1/1 0/2024 1 :23:34 PM 1/1 0/2024 1 :23:38 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Kelly Morgan, Jesus Salazar 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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