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24-741ORDINANCE NO. 24-741 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH QUORUM ARCHITECTS, INC., FOR PROFESSIONAL DESIGN SERVICES FOR THE ADDITION AND RENOVATION OF THE LINDA MCNATT – ANIMAL CARE AND ADOPTION CENTER FOR THE CAPITAL PROJECTS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 78 1 8-010– AWARDED TO QUORUM ARCHITECTS, INC., IN THE NOT-TO-EXCEED AMOUNT OF $1,333,200.00). 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 2 1-2435), 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 function; 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 Quorum 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. Th, m,d,„ t, ,pp„,, thi, „din,„„ W„ m,d, by R'-„ AX Rdc E ,„d seconded by Cb „'J ' 'IA,,.’\ N/ . This ordy the following vote U - A : Aye I ,./ ./ „/ ,Z Z ,./ 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: PASSED AND APPROVED thi, th, iCt - d,y ,f . 2024 aml ATTEST: LAUREN THODEN, CITY SECRETARY B III(rr : C/AL114Zrt JkHp{a# APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by MaKella Lunn DN: dc=com, dc=cityofdenton, dc=codad, ou=Department Users and Groups, ou=General _Government. ou=Legal. cn=Marcella Lunn. email=Marcella.Lunn@cityofdenton.corrl Date: 2024.04.02 13:07:04 -05'C>O' BY: XXlku ILk\\\Iht\ DocuSign Envelope ID: DBE6063C-B186-44BC-A05C-1 ED99E2FIAF6 DENTON Docusign City Council Transmittal Coversheet 7818-010 File Name Linda MCNatt Anlma1 Care + adoption- addltion/reno PurchasingContact K’Yl’ cl''k City Council Target Date APRIL 16’ 2024 p1 1 cab1 ePiggy Back Option Contract Expiration Ordinance raM Not AP N/A 24-741 DocuSign Envelope ID: DBE6063C-B18644BC-A05C-1 ED99E2FIAF6 STANDARD AGREEMENT FOR ARCHITECTURAL RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY'), and QUORUM ARCHITECTS, INC., with its corporate office at 825 W. Vickery Blvd Ste 100 Fort Worth, TX 76104, and authorized to do business in Texas, ("ARCHITECT"), for professional design services for Linda McNatt Animal Car & Adoption Center - Addition/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 $1,333,200.00 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 19 DocuSign Envelope ID: DBE6063C-B18644BC-A05C-IED99E2FIAF6 A. Invoice and Payment (1) The Architect shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ARCHITECT will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) in the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) if the CITY fails to make payment in full to ARCHITECT for billings contested in good faith within 60 days of the amount due, the ARCHITECT may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ARCHITECT shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the ARCHITECT A. General The ARCHITECT will serve as the CITY's professional architect representative under this AGREEMENT, providing professional architectural consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ARCHITECT shall perform its services: (1) with the professional skill and care ordinarily provided by competent architects practicing in the same or similar locality and under the same or similar circumstances and professional license; and City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 2 of 1 9 DocuSign Envelope ID: DBE6063C-B186db4BC-A05C-1 ED99E2FIAF6 (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 19 DocuSign Envelope ID: DBE6063C-B186-YBC-A05C-1 ED99E2FIAF6 (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 AgreementRevised Date: 3/22/22 Page 4 of 1 9 DocuSign Envelope ID: DBE6063C-B186dUBC-A05C-1 ED99E2FIAF6 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 I 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 19 DocuSign Envelope ID: DBE6063C-B186zMBC-A05C-1 ED99E2FIAF6 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. 11.ARCHITECT waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b.Business Auto – the ARCHITECT shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the architect owns no vehicles, coverage for hired or non-owned is acceptable. i.ARCHITECT waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ARCHITECT pursuant to this AGREEMENT or under any applicable auto physical damage coverage. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 6 of 19 DocuSign Envelope ID: DBE6063C-B1862UBC-A05C-1 ED99E2FIAF6 C.Workers’ Compensation – ARCHITECT shall maintain workers 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, if commercially available. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ARCHITECT has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b.Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services . c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non- payment of premium. Notice shall be sent to the respective Department City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 7 of 1 9 DocuSign Envelope ID: DBE6063C-B18641BC-A05C-1 ED99E2FIAF6 Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g.Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ARCHITECT 's insurance policies including endorsements thereto and, at the CITY's discretion; the ARCHITECT may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k.Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. 1.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. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 8 of 19 DocuSign Envelope ID: DBE6063C-B18641BC-A05C-1 ED99E2FIAF6 K. Independent Consultant 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 City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 9 of 19 DocuSign Envelope ID: DBE6063C-B186-zHBC-A05C-1 ED99E2FIAF6 shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ARCHITECT and ARCHITECT’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ARCHITECT may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ARCHITECT as required for the ARCHITECT 's performance of its services. The CITY will perform, at no cost to the ARCHITECT, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ARCHITECT 's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ARCHITECT 's services or PROJECT construction. D. Timely Review The CITY will examine the ARCHITECT 's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 10 of 19 DocuSign Envelope ID: DBE6063C-B186214BC-A05C-1 ED99E2FIAF6 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 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. City of Denton. Texas Professional Services Agreement Revised Date: 3/22/22 Page 11 of 19 DocuSign Envelope ID: DBE6063C-B186“+4BC-A05C-1 ED99E2FIAF6 (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. 1.CITYs Insurance (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 AgreementRevised Date: 3/22/22 Page 12 of 19 DocuSign Envelope ID: DBE6063C-B18644BC-A05C-1 ED99E2FIAF6 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 CITYS 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 City of Denton, Texas Professional Services AgreementRevised Date: 3/22/22 Page 13 of 19 DocuSign Envelope ID: DBE6063C-B186JP+BC-A05C-1 ED99E2FIAF6 F. Indemnification 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, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 14 of 19 DocuSign Envelope ID: DBE6063C-B186JUtBC-A05C-1 ED99E2FIAF6 K. Immigration Nationality Act 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. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 15 of 19 DocuSign Envelope ID: DBE6063C-B186-'P+BC-A05C-1 ED99E2FIAF6 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 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 Entitiesand 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. City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 16 of 19 DocuSign Envelope ID: DBE6063C-B18644BC-A05C-1 ED99E2FIAF6 Q. Prohibition Against Personal Interest in Contracts No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 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 City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22Paae 17 of 19 DocuSign Envelope ID: DBE6063C-B186-zHBC-A05C-1 ED99E2FIAF6 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 shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. Duly executed by each party’s designated representative to be effective on 04/16/2024 BY: CITY OF DENTON, TEXAS BY: ARCHITECT r -sara--Hehsley, City Manager Date. 3/22/2024 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. –DocuSigned by: 7+„a CaM+, P+?? Wt#tOFg2 2024-1137903 TEXAS ETHICS COMMISSION CERTniCATE NUMBER D1 rector of Caplta1 Projects Title Erlglneer1 rIg Serv1 ces Department City of Denton. Texas Professional Services Agreement Revised Date: 3/22/22 Page 18 of 19 DocuSign Envelope ID: DBE6063C-B18644BC-A05C-IED99E2FIAF6 Date Signed: 3/22/2024 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY A1–rORNEY DoeuSlgned by: BEA IdAaA 4B070831B4AA438 ArrEST: LAUREN THODEN , CITY SECRETARY By:hE City of Denton, Texas Professional Services Agreement Revised Date: 3/22/22 Page 19 of 19 DocuSign Envelope ID: DBE6063C-B186-44BC-A05C-IED99E2FI AF£ttachment A ARCHITECTURE ' INTERIOR DESIGN March 21, 2024 Kristine Stewart Project Manager City of Denton 401 N Elm Street Denton, TX 76209 RE:City of Denton – Linda McNatt Animal Care & Adoption Center Quorum No: 24001 Quorum Proposal - Revised 3-21-24 Kristine, We are pleased to respond to your request revising our proposal for Professional Design Services for Linda McNatt Animal Care & Adoption Center. Quorum specializes in the planning and designs for animal care facilities and has a dedicated team of design professionals who work with public animal welfare clients throughout Texas. We thrive on our commitment to our clients, excellent design, and the environment. Having more than 80 animal care projects, we are confident that our 27-year history of animal shelter and adoption facility project experience in combination with our genuine design for animal welfare, will ensure that we that we meet the City’s goals of providing and encouraging responsible animal care and treatment while fostering a healthy and safe community for people and animals in a space that will accommodate growth for years to come We anticipate developing a design working closely with the City’s leadership and guidance, along with animal control team, in a collaborative effort to achieve the City’s / Animal Control’s vision for the future of the Linda McNatt Animal Care & Adoption Center. Generally, we understand the project will include renovations and additions to the existing approximately 18,033 sq.ft. Generally, the scope is as listed in the Scope of Work in Exhibit A, provided by the City. Our team will work to improve the HVAC to receive 100 percent outside air with appropriate air exchanges for animal rooms. This will improve the overall health of the animals. Quorum’s goals will also increase/improve the overall animal capacity/living and play spaces, increase administration spaces to meet city’s standards, natural daylighting and sound issues. We will also be working closely with the budget to provide an upgrade to the overall finishes to allow for a durable and modern facility to create an inviting environment for the public and improve the overall health and welfare of the animals and people. BASIC DESIGN SERVICES A. Programming / Master Plan – The Architect shall review previous program documents through multiple meetings with the users and management, then develop current ARCHITECTURE ' INTERIOR DESIGN 825 W Vickery Blvd ' Suite 1 OO - Fort Worth, TX 761 C)4 - 817.738.809S . www.qarch.com DocuSign Envelope ID: DBE6063C-B1864LBC-A05C-IED99E2FIAF6 ARCHITECTURE ' INTERIOR DESIGN updated program documents for animal shelter additions and renovations. Upon approval of the program documents, Architect will develop Concept, Master plan Drawings presenting up to two options indicating building additions / placement, pavement, fire lanes, drainage structures, and primary site elements considering vehicular circulation, public access, employee access, etc. B.Schematic Design – Based on the mutually agreed upon program, schedule and construction budget requirements, the Architect shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. Architect will utilize related unit costs for similarly constructed facilities recently designed by Quorum as a basis for using square foot costing methods along with using the services of a professional cost estimator during this phase. During Schematic Design, Quorum will have a topographic survey of the area developed based on conceptual preliminary drawings provided by the Architect. Up to four renderings of the Animal Care & Adoption Center showing proposed design will be developed but only be schematic at this point and be very conceptual to be refined in later design phases. Work during this phase will include initiating discussions with the City’s planning and development department as well as IT, Fire Marshall, and Facilities and a preliminary Development Review meeting if possible. C.Design Development – Based on the approved Schematic Design Document and any adjustments authorized by the City in the program, schedule or construction budget, the Architect shall prepare, for approval by the City, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical, and electrical systems, site civil layouts, materials and such other elements as may be appropriate. Generally, most of the drawing sheets will be started as well as most specification sections, although the details of each will be completed during Construction Document development. Architect shall update the renderings from Schematic Design. Work during this phase will continue to be coordinated with the City’s planning and development department as well as IT, Fire Marshall, and Facilities culminating in another Preliminary Development meeting. Architect will utilize the services of the City selected CMaR for cost estimates, budgeting, and construction planning. D.Construction Documents – Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the City, the Architect shall prepare, for approval by the City, Construction Documents consisting of Drawings and Specifications setting forth the requirements for the construction of the project as required to obtain building permit approvals. The architect will assist in permit application and submission with the final permit being obtained in the name of the selected contractor. ARCHITECTURE ' INTERIOR DESIGN 825 W Vickery Blvd ' Suite 1 OO - Fort Worth, TX 761 Q4 - 817.738.809S ' www.qarch.com DocuSign Envelope ID= DBE6063C-B186-&+BC-A05C-IED99E2FIAF6 ARCHITECTURE ' INTERIOR DESIGN E.Bidding – The Architect will assist the City and CMaR in bidding, including attending Pre- proposal meeting, development of addenda as necessary and answering bidder’s RFI’s, questions of clarifications on the Documents, and other concerns. Architect will provide electronic versions of conformed Documents and coordinate with Contractor to execute contracts. The CMaR will be responsible for their printing and other printed sets that become necessary. During this phase we expect our efforts to be somewhat limited since the CMaR will be involved in screening many of the questions from sub-contractors. F.Construction Contract Administration (CCA) –The Architect shall provide administration of the Contract for Construction as set forth below and in the General Conditions of the Contract for Construction, unless otherwise provided in this Agreement. The Architect, as a representative of the City, shall visit the site at intervals appropriate to the stage of the Contractor’s operations, or as otherwise agreed by the City and the Architect, (1) to become generally familiar with and to keep the City informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the City against defects and deficiencies in the Work, and (3) to determine, in general, if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences nor procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. Architect will provide a maximum of five (5) copies of conformed Documents for use by the City and contractor (2 copies and 3 copies respectively). Architect shall also provide electronic copies of the Documents. The Architect shall report to the City known deviations from the Contract Documents. However, the Architect shall not be responsible for the Contractor’s failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons or entities performing portions of the Work. For the purpose of this proposal, we have assumed a maximum of fifty-four (54) site visits and four (4) virtual OAC meetings over a eighteen (18) month total construction period, including a pre-construction meeting, one (1) substantial completion inspection, and one (1) final review visit. Additional visits may be performed as Additional Services. At completion of construction, the Architect shall coordinate with Contractor and use their provided as-built drawings along with the architect’s changes during construction, to produce hard copy and electronic Record Documents, as required by the City. ARCHITECTURE ' INTERIOR DESIGN 825 W Vickery Blvd ' Suite IOO ' Fort Worth, TX 761 C)4 - 817.738.809S - www.qarch.com DocuSign Envelope ID: DBE6063C-B18641BC-A05C-1 ED99E2FIAF6 ARCHITECTURE NTERIOR DESIGN SPECIAL SERVICES A.Geotechnical – As discussed with the City, we will be using the existing geotechnical report by D&S Engineering Lab, dated 07/27/12. If additional borings become necessary, they will be preformed as additional services upon client’s approval. B.Civil Engineer - As directed by the City, the Architect shall procure the services of civil engineer to include zoning compliance plan. The overall site civil design as part of the construction documents, will include on-site work such as grading, drainage, storm, paving, and utility plans, as well as erosion control, Stormwater detention and drainage calculations if required, for the area disturbed and affected by development of site additions/renovations. A tree preservation plan will be prepared to assist in meeting requirements. Detention design assumes Architect’s consultants will prepare detention calculations and size a dry detention pond for the proposed site meeting current City requirements. Detention calculations, volume cross sections and the detention outfall will be provided on the storm sewer plan. This scope assumes that all detention can be contained in a gravity drained dry detention pond, and that underground detention and a lift station will not be required. It also assumes that the city will not require Platting, FEMA or wetlands studies for the proposed outfall. The civil engineer will prepare and submit a minor replat for the City’s approval. C.Survey - As requested by the City, the Architect will be required to procure the services of a professional surveyor for a boundary and topographic survey, as well as a tree inventory. We assume the area to be surveyed per Exhibit B. D. E. Landscape & Irrigation - Architect shall procure the services of a Landscape Architect to provide landscape and irrigation drawings to code required minimum standards. Security / IT & AV - As requested by the City, the Architect will be required to procure the services for audio / visual, access control and security design to meet the city’s design requirements, including cabling, IT and other low voltage design. F.Interior Design – Architect will utilize the services of an Interior Designer to propose materials and finishes during Design Development and Construction Documents, as well as to review certain submittals during Construction Administration. G.Cost Estimating - As requested by the City, the Architect will be required to procure the services for professional cost estimating, providing a square foot cost from recent similar projects for Schematic Design. H TDLR Review and Inspection - Architect to coordinate TDLR review and inspection with local TDLR RAS (likely Mary Davies at RED Ink) or a preferred RAS of choice by City of Denton ARCHITECTURE ' INTERIOR DESIGN 825 W Vickery Blvd ' Suite 1 OO - Fort Worth, TX 761 Q4 - 817.738.8095 - www.qarch.com DocuSign Envelope ID: DBE6063C-B186-44BC-A05C-1 ED99E2FIAF6 ARCHITECTURE ' INTERIOR DESIGN 1.Electronic As-Builts from General Contractor’s Redlines - As requested by the City, the Architect will be required to provide electronic As-Builts from the general contractor’s redlines. COMPENSATION Compensation for Basic and Special Services as described herein is proposed to be a lump sum fee as described below, invoiced on percent complete each month: 1.BASIC DESIGN and CONSTRUCTION PHASE SERVICES A.Programming / Master Plan 40,000 B.Schematic Design $190,000 B.Design Development $235,000 C.Construction Documents $360,000 D E. Construction Contract Ad Total Basic Services Bidding $ 25,000 $ 250,000 (Hourly, not to exceed) $ 1,100,000 2 SPECIAL SERVICES A Geotechnical (City provided) $0 102,000 21,000 27,000 18,000 27,000 10,000 4,000 11,400 220,400 B.Civil Engineering C.Survey D.Landscape & Irrigation Security / IT / Technology Interior Design $ G Cost Estimating TDLR Review & Inspection $(Hourly, not to exceed) H.$ £ $ I. Electronic As-Builts Total Special Services Total of all proposed design services = $1,320,400 (not to exceed) Plus estimated reimbursable expenses of $12,800 Total not to exceed fee = $1,333,200 (not to exceed) ARCHITECTURE ' INTERIOR DESIGN 825 W Vickery Blvd ' Suite 1 OO - Fort Worth. TX 761 C)4 . 817.738.8095 - www.qarch.com DocuSign Envelope ID: DBE6063C-B18644BC-A05C-1 ED99E2FIAF6 ARCHITECTURE ' INTERIOR DESIGN 3. The following 2024 hourly rate schedule will be utilized for additional services if such services are requested by the City. Rates are subject to change each calendar year. Principal Associate Project Manager Project Architect Architect/Interior Designer Intern Architect/Designer Technical Staff Project Clerical Administration Student Intern 240.00 210.00 190.00 190.00 165.00 155.00 150.00 90.00 90.00 75.00 4. Additional Services (Optional) – if there is a request to expand the scope of Basic Services, or to include Additional Services in the future, the fee will be negotiated based on the specific scope. This may include may include, but not be limited to, FFE selection and procurement, videos, additional renderings, extensive site plan submittals if required by the City, fees paid for approvals of authorities having jurisdiction, Life-Cycle cost analysis, Commissioning, LEED Compliance, revisions to previously approved work, Platting, off-site utility design or other off- site work, Traffic Impact Study, Left turn lane or deceleration lanes, subsurface utility locations as part of surveying, LOMR and CLOMR studies, water quality analysis, easement abandonments, environmental or wetland studies, coordination or permitting with TxDOT, USACE or TCEQ and multiple designs for comparison or bidding after Schematic Design. Additional Services work shall not be completed unless and until approved by the City. 5. Payments shall be made within 30 days of receipt of invoice. Accounts unpaid 30 days after the receipt of the invoice may be subject to a monthly service charge of 1.5% (or the legal rate) on the then unpaid balance. SCHEDULE If the overall professional services contract with the City of Denton and Quorum Architects, Inc. is approved by March 1, 2024, then Quorum is estimating that the City will be ready to select/hire a CmaR toward the end of the Schematic Design phase around the end of June, 2024. We estimate that the bid documents will be ready for permitting and bidding in November 2024, with an anticipated start of constructIon in December or January and completion roughly eighteen months later. This assumes we are able to schedule meetings with City personnel and various departments within two weeks of when requested, including a DRC type meeting in Design Development. We will continue to target early completion of each phase in an effort to complete the design phases earlier. This proposed schedule may be affected or extended, based on scheduling of various meetings and response times or additional work such as TCEQ coordination, platting, USACE studies, or other additional services not included in our proposal. Once we receive the Notice to Proceed, we will convert this schedule to a calendar type schedule ARCHITECTURE ' INTERIOR DESIGN B25 W Vickery Blvd ' Suite 1 OO - Fort Worth, TX76104 - 817.738.8095 ' www.qarch.com DocuSign Envelope ID: DBE6063C-B186-&+BC-A05C-IED99E2FIAF6 ouorurrl ARCHITECTURE ' INTERIOR DESIGN and update it with each submittal. Architect shall not be held responsible for delays caused by the City such as changes in Design after approval, delays in returning review comments or delays in the City scheduling interim review meetings within each phase. Thank you for trusting Quorum Architects, Inc. to assist you in this endeavor. Sincerely, Quorum Architects, Inc. p,a an Kim Hickman Quorum Architects, Inc ARCHITECTURE ' INTERIOR DESIGN 825 W Vickery Blvd - Suite IOO - Fort Worth, TX 76104 - 817.738.809S • www.qarch'com DocuSign Envelope ID: DBE6063C-B18644BC-A05C-1 ED99E2FIAF6 CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental enti This questionnaire reflects chanmade 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 misdemeanor. a W An offense under this section is a Quorum Archltects , Inc. 2 1 1 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. NA 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 ,”= ,“ 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?n ,“n ," 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? a 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. WL 3/22/2024 SignaturiT with the governmental entity Date DocuSign Envelope ID: DBE6063C-B186-zP+BC-A05C-1 ED99E2FIAF6 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy ofChapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.ug Docs/LG/htm/LG 176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease ofgoods 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) acantract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the val&B (B) has given to the local govemmentomcer ora family member ofthe officer one ormongifts thathave an aggregate value ofmore than $ 100 in the 12-month periodpreceding 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 fa-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local govemmental 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 govemmental entity. (a- 1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local govemment officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3'd degree of affinity fmarriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public 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 C tifil t Of Completion Envelope Id: DBE6063CB186#IBCA05CIED99E2FIAF6 Subject: Please DocuSign: City Council Contract 7818-010-Linda McNatt Animal Care Source Envelope: Status: Completed +adoption- addition/ reno Document Pages: 29 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Signatures: 6 Initials: 1 Envelope Originator: Kayla Clark 901B Texas Street Denton, TX 76209 kayla.clark@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 3/21/2024 12:21 :22 PM Holder Kayla Clark kayla.clark@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sent: 3/21/2024 12:25:05 PM Viewed: 3/21/2024 12:25:16 PM Signed: 3/21/2024 12:25:28 PM Kayla Clark kayla.clark@cityofdenton.com Completed Buyer City of Denton Security Level: Email, Account Authentication (None) ElectronIc Record and Signature Disclosure: Not Offered via DocuSign 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: 3/21/2024 12:25:30 PM Viewed: 3/21/2024 2:58:08 PM Signed: 3/21/2024 2:58:30 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) 'DocuSlgned by IALartLLhtBhA, .48070B31B4AA438 Sent: 3/21/2024 2:58:32 PM Viewed: 3/22/2024 7:02:13 AM Signed: 3/22/2024 7:03:44 AM Signature Adoption: Pre-selected Style Using IP Address: 35.135.179.188 ElectronIc Record and Signature Disclosure: Not Offered via DocuSign Kim Dowdy - Hickman kimd@qarch.com Security Level: Email, Account Authentication (None) 'D%uSIQn•d by [ UK Dad& - thaHab Sent: 3/22/2024 7:03:47 AM Viewed: 3/22/2024 7:23:03 AM Signed: 3/22/2024 11 :06:58 AM Signature Adoption: Pre-selected Style Using IP Address: 74.112.121 .69 Electronic Record and Signature Disclosure: Accepted: 3/22/2024 7:23:03 AM ID: 2albdfeb-1465421f-a56b-672294347f78 Signer Events Trevor Crain, PMP Trevor.crain@cityofdenton.com Director of Capital Projects City of Denton Security Level: Email, Account Authentication (None) Signature Timestamp Sent: 3/22/2024 1 1 :07:01 AM Viewed: 3/22/2024 1 1 :20:35 AM Signed: 3/22/2024 11 :21 :06 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 3/22/2024 11 :20:35 AM ID: 07fb249b-b4e2Jj6dc-ae94-9ceaa3a45b4c 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: 3/22/2024 1 1 :21 :09 AM Viewed: 4/17/2024 7:09:51 AM Signed: 4/1 7/2024 7:10:35 AM Using IP Address: 198.49.140.10 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: 4/1 7/2024 7:10:38 AM Viewed : 4/17/2024 7:10:57 AM Signed: 4/17/2024 7:1 1:10 AM 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: 4/17/2024 7:11:13 AM Viewed: 4/1 7/2024 7:31 :24 AM Signed: 4/1 7/2024 7:31 :30 AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None) 'DocuSlgrud bvIm abM&b Sent: 4/17/2024 7:31 :33 AM Viewed: 4/1 8/2024 6:14:09 AM Signed: 4/1 8/2024 6:15:36 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events 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 Status Timestamp Sent: 3/21/2024 12:25:30 PM 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 Sent: 3/22/2024 1 1 :21 :09 AM Viewed: 3/27/2024 7:10:50 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 4/1 8/2024 6:15:40 AM Viewed : 4/1 8/2024 2:41 :05 PM Kristine Stewart Kristine.stewart@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 3/27/2024 8:25:32 AMID: 81fd5105-d954z1434-aae8-6d077dc7ced9 Sent: 4/1 8/2024 6:15:41 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps 3/21/2024 12:25:05 PM 4/2/2024 7:38:39 AM 4/2/2024 7:38:39 AM 4/2/2024 7:38:39 AM 4/2/2024 7:38:39 AM 4/2/2024 7:45:37 AM 4/2/2024 7:45:37 AM 4/9/2024 10:00:14 AM 4/9/2024 10:00:14 AM 4/9/2024 10:00:14 AM 4/1 8/2024 6:14:09 AM 4/1 8/2024 6:15:36 AM 4/1 8/2024 6:15:41 AM Envelope Sent Envelope Updated Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed 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: Kim Dowdy - Hickman, Trevor Crain, PMP, Kristine Stewart 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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