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8245-001 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C FS9 and Fleet PM Services PSA PSA Erica Garcia Not Applicable 8245-001 NOVEMBER 14, 2023 N/A 23-2152 City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 1 of 14 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 8245-001 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the “Agreement”) is made and entered into on ________________________, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Hoar Program Management, LLC, with its corporate office at 2 Metroplex Drive, Suite 300, Birmingham, AL 35209 hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, Construction Assistance for Fire Station 9, Service Center, and Solid Waste, Fleet Expansion Services, as described in Exhibit A, which is attached hereto and incorporated herein (the “Project”). DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C 11/14/2023 City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 2 of 14 ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is attached hereto and made a part hereof as Exhibit A as if written word for word herein. B. CONSULTANT shall perform all those services set forth in as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 3 of 14 ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for a period which may reasonably be required for the completion of the Project, acceptance by an authorized representative of the OWNER, exhaustion of authorized funds, or termination as provided in this Agreement, whichever occurs first. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. “Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $2,588,509. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 4 of 14 C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty calendar (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 5 of 14 ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, LIMITED TO DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 6 of 14 failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V “Compensation.” Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information through a date thirty (30) days after the date of termination. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To OWNER: Hoar Program Management LLC. City of Denton Zachary Stevenson, Sr. Program Manager Purchasing Manager –File 8245-001 5495 Belt Line Rd, Suite 335 901B Texas Street Dallas, TX 75254 Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 7 of 14 This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 8 of 14 and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A – Consultant’s Scope of Services Exhibit B – Consultant’s Compensation Rate Sheet Exhibit C – Consultant’s Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the exhibits in the order in which they are listed above. B. This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Zachary Stevenson. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 9 of 14 E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. G. 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. H. Force Majeure – Neither OWNER or CONSULTANT shall be in breach of this Agreement nor liable for delay in performing, or failure to perform any of its obligations under this Agreement (other than OWNER’S obligation to make payment to CONSULTANT) resulting from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected Party shall be entitled to a reasonable extension of the time and equitable adjustment to Compensation set forth in Article V for performing such obligations. I. Limitation of Liability – Notwithstanding anything else in this Agreement to the contrary, including all attachments, the liability of CONSULTANT on account of any actions, damages, claims, liabilities, costs, expenses or losses in any way arising out of or relating to the Agreement or the Services performed shall be limited to the amount of fees paid or owing to CONSULTANT under the Agreement. In no event shall CONSULTANT be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs). The provisions of this limitation of liability shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss asserted, whether in contract, statute, rule, regulation or tort (including but not limited to negligence) or otherwise and shall survive termination or expiration of the Agreement. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 10 of 14 records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER’S sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition on Contracts with Companies Boycotting Israel PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, 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. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 11 of 14 ARTICLE XXVI Prohibition on Contracts with Companies Boycotting Certain Energy Companies PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN ENERGY COMPANIES Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. ARTICLE XXVII Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING CERTAIN FIREARM ENTITIES AND FIREARM TRADE ASSOCIATIONS Contractor 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, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (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. ARTICLE XXVIII Termination Right for Contracts with Companies Doing Business with Certain Foreign- Owned Companies 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 Contractor 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 DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 12 of 14 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. ARTICLE XXIX 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 Consultant submits a disclosure of interested parties (Form 1295) to the City at the time the Consultant submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Consultant will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The consultant shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER 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. ARTICLE XXX 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 CONSULTANT shall complete and submit the City’s Conflict of Interest Questionnaire. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C City of Denton, Texas Contract 8245-001 Standard Agreement for Professional Services Revised Date: 12/5/18 Page 13 of 14 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. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date______________________. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C 11/14/2023 City of Denton, Texas Contract 8245-001 Standard Agreement for Engineering Related Design Services Revised Date: 9/11/18 Page 14 of 14 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED BY: ___________________________ as to financial and operational obligations AUTHORIZED SIGNATURE and business terms. DATE: ______________________ _______________ ________________ Printed Name: _________________ SIGNATURE PRINTED NAME Title: _________________________ __________________________________ TITLE ______________________________ PHONE NUMBER __________________________________ DEPARTMENT ______________________________ EMAIL ADDRESS ______________________________ APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION MACK REINWAND, CITY ATTORNEY CERTIFICATE NUMBER BY: __________________________________ CITY OF DENTON, TEXAS ATTEST: JESUS SALAZAR, CITY SECRETARY BY: __________________________ SARA HENSLEY BY: _________________________________ CITY MANAGER Date: DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C 2023-1083761 205-966-8457 jadams@hpmleadership.com Vice President James AdamsTrevor Crain, PMP Capital Projects Director of Capital Projects 11/14/2023 11/14/2023 EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 1 of 9 HPM List of Potential Basic Services for City of Denton The following services are basic services provided by HPM. City of Denton may, at its sole discretion, request HPM to provide any or all these services within the contract pending execution. 1.0 Pre-Construction (Phase 1) 1.1 Design Management 1.1.1 Designer/CM Selection: HPM shall assist City of Denton PM evaluating written proposals, and assisting in an interview process. 1.1.2 Designer/CM Contract Preparation: HPM shall assist City of Denton PM in review of the Agreement between City of Denton and Designer. 1.1.3 Project Team Orientation: HPM shall assist City of Denton PM in conducting a Project Team orientation session (Partnering Meeting) during which HPM Project Team shall receive information regarding the Project schedule, cost, and administrative requirements from City of Denton PM. 1.1.4 Project Team Kickoff Meeting: At the start of the Project, HPM shall support the City of Denton PM in conducting a conference attended by Designer, City of Denton, and others, as appropriate. During the conference, HPM in coordination with City of Denton PM shall review the Scope, the Master Schedule, the Budget, and any other project information/constraints. 1.1.5 Project Meetings: Architect shall conduct periodic meetings attended by City of Denton, HPM, Designer, Construction Manager and others, as appropriate. Such meetings shall serve as a forum for the exchange of information concerning the Project and the review of design progress. Architect and/or Construction Manager shall prepare and distribute minutes of these meetings to City of Denton, HPM, Designer, Construction Manager, and others, as appropriate. HPM will review for accuracy before minutes are distributed by the Architect. 1.1.6 Review of Design Documents: HPM shall review the design documents and make recommendations to City of Denton PM and Designer as to constructability, scheduling, and time of construction; as to clarity, consistency, and coordination of documentation among Construction Managers; and as to the separation of the Project into contracts for various categories of the Work. The recommendations resulting from such review shall be provided to City of Denton PM and Designer in writing or as notations on the design documents. Design and scheduling responsibilities shall remain with the Designer and/or Contractor. HPM's reviews and recommendations of these items shall be to aid in the facilitation of pricing and constructing of the Work and any recommendations provided by HPM shall not be construed as an acceptance of responsibility of the Design or Schedule. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 2 of 9 1.1.7 City of Denton’s Design Reviews: HPM shall support the City of Denton PM in facilitating City of Denton’s design review of design documents with all project stakeholders, user groups, and departments. City of Denton PM shall distribute design documents as necessary, via Procore to City of Denton. HPM shall assist in design review meetings as needed with City of Denton. 1.1.8 Approvals by Regulatory Agencies: City of Denton PM shall coordinate with the Designer or Contractor the transmittal of documents to regulatory agencies for review. HPM monitor and advise City of Denton PM and Designer of potential problems regarding completion of such reviews. 1.1.9 Designer/Consultant Invoice Review: HPM shall receive and review designer and/or other consultant’s invoices for completeness, accuracy, and compliance with their respective contract. HPM will upload to Procore or forward to City of Denton for processing signifying HPM’s recommendation for payment. City of Denton PM will coordinate internally with Finance, other departments as required upon HPM’s recommendation for payment. 1.2 Time Management 1.2.1 Master Schedule: HPM shall review the Master Schedule for the Project, prepared and maintained by the Construction Manager. The Master Schedule shall specify the proposed starting and finishing dates for the design and for each contract and the milestone dates by which certain design and construction activities must be complete. Construction Manager shall submit the Master Schedule to City of Denton PM for acceptance. 1.3 Cost Management 1.3.1 Budget: The preliminary budget based on the separate divisions of the Work required for the Project will be prepared by the City of Denton PM in Procore. HPM shall be part of the process in reviewing the budget with City of Denton PM, Designer, Construction Manager. The Budget shall be revised by City of Denton PM as required. 1.3.2 Cost Analysis: HPM shall support the City of Denton’s PM in reviewing and providing input to the Construction Manager’s estimated cost of various design and construction alternatives. Any Cost Analysis deliverable will be by City of Denton PM. 1.3.4 Cost Control: Construction Manager shall prepare an estimate of the construction cost for each portion of the Project that will be submitted for proposals or bids by potential Subcontractors and shall, as appropriate, include such estimates in the Budget. Each such estimate shall include a contingency acceptable to City of Denton PM, HPM, and Designer for construction costs appropriate for the type and location of the Project and the extent to which the design has progressed. The estimate for each such portion of the Project shall be accompanied by a report, prepared by the Construction Manager and issued to City of Denton PM, HPM, and Designer identifying variances from DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 3 of 9 the Budget. HPM shall assist City of Denton PM, facilitating recommendations to City of Denton and Designer when changes to the design are required to remain within the Budget. 1.3.5 Value Engineering Studies: Construction Manager shall provide value engineering studies on major construction components. The results of these studies shall be in report form and shall be distributed to City of Denton PM, HPM, and Designer for review. 1.4 Reporting 1.4.1 Project Status Updates: By Others, HPM to review and comment to City of Denton PM as needed. 1.4.2Schedule Reports: By Others, HPM to review and comment to City of Denton PM as needed. 1.4.3 Project Cost Reports: By Others, HPM to review and comment to City of Denton PM as needed. 1.4.4 Cash Flow: By Others, HPM to review and comment to City of Denton PM as needed. 1.4.5 Design Phase Change Report: Designer to prepare and distribute Design Phase Change Reports at each iteration of the Design that shall list all City of Denton approved changes as of the date of the report and shall state the effect of the changes on the Budget and the Master Schedule. HPM to review and comment to City of Denton PM as needed. 1.5 Subcontractor Procurement 1.5.1 Prequalifying Bidders: HPM shall assist City of Denton PM as a member of the selection committee. 1.5.2 Bidder’s Interest Campaign: HPM shall assist City of Denton PM in support of Construction Manager as needed/requested to attempt to increase interest among proposers or qualified bidders. 1.5.3 Pre-bid Conference: In conjunction with City of Denton PM and Designer, HPM shall support Construction Manager (Chair of Conference) as needed/requested in conducting Pre-bid Conferences. These conferences shall be forums for the Construction Manager, City of Denton PM, HPM, and Designer to explain the Project requirements to the proposers or bidders, including information concerning schedule requirements, time and cost control requirements, access requirements, City of Denton’s administrative requirements and technical information. 1.5.4 Information to Proposers or Bidders: Construction Manager shall develop and coordinate procedures to provide answers to proposers’ or bidders’ questions with input from City of Denton PM, HPM, and Designer, as needed. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 4 of 9 1.5.5 Addenda: Construction Manager shall receive from Designer a copy of all Addenda. Construction Manager shall review Addenda for constructability, for effect on the Budget, scheduling, and time of construction, and for clarity and coordination in documentation. The Construction Manager shall distribute a copy of all Addenda to each proposer or bidder receiving documents. HPM's review of Addenda shall not constitute an acceptance of the Design. 1.5.6 Estimates for Addenda: Construction Manager shall prepare an estimate of costs for all Addenda and shall submit a copy of the estimate to Designer, HPM, and to City of Denton PM for approval. HPM will review and provide input to City of Denton PM as needed. 1.5.7 Analyzing Bids: Upon receipt of the proposals or bids, Construction Manager shall evaluate the bids for responsiveness and pricing, including Alternate bid prices and Unit Prices, and shall make a recommendation to City of Denton PM regarding the award of the construction contract. HPM will review and provide input if needed to the City of Denton PM on bids received by the Construction Manager. 1.5.8 Other Independent Consultants: HPM shall recommend other consulting services that may be required including but not limited to Geotechnical Engineering services, Construction Materials Testing services, Third Party Commissioning services, LEED Consulting services, or any other services required. City of Denton PM shall solicit and obtain proposals from qualified firms, HPM will provide input as needed to the City of Denton PM on these services. 2.0 Construction (Phase 2) 2.1 Project Management (Remote Support) 2.1.1 Pre-Construction Conference: In consultation with City of Denton PM and Designer, HPM shall conduct a Pre-Construction Conference with the Construction Manager during which HPM shall review the proposed Project staffing, scheduling reporting procedures, rules, and other pertinent issues. 2.1.2 Permits, Bonds, and Insurance: HPM shall assist the City of Denton PM to verify that the required permits, bonds, and insurance have been obtained by the Construction Manager. Such action by HPM shall not relieve Construction Manager of its responsibility to comply with the provisions of the Contract Documents or local Authorities having Jurisdiction requirements. 2.1.3 Project Meetings: Construction Manager shall conduct periodic meetings with each subcontractor, and as appropriate shall conduct coordination meetings with subcontractors, City of Denton PM, HPM, and Designer. Construction Manager shall prepare and distribute minutes to all attendees. HPM will review for accuracy before minutes distributed by the Construction Manager. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 5 of 9 2.1.4 Change Orders: Construction Manager shall establish and implement a Change Order control system. The parties intend that these changes to the Contract between City of Denton and Construction Manager can only be accomplished by written Change Orders executed by City of Denton PM. 2.1.4.1 HPM shall review the contents of Construction Manager’s change requests to the Contract Time or Price, endeavor to determine the cause of the request, and assemble and evaluate information concerning the request. HPM shall provide to Designer a copy of each change request, and HPM shall in its evaluations of Construction Manager’s request consider Designer’s comments regarding the proposed changes, and based on such evaluations make recommendations to City of Denton PM. 2.1.4.2 HPM shall make recommendations to City of Denton PM regarding all proposed Change Orders to incorporate all approved change requests. At City of Denton PM’s direction, Architect shall prepare and issue to Construction Manager appropriate Change Order documents. 2.1.5 Disputes Between Construction Manager and City of Denton: HPM shall render in writing, within a reasonable time, opinions concerning disputes between Construction Manager and City of Denton relating to the acceptability of the Work, or the interpretation of the requirements of the Contract Documents pertaining to the furnishing and performing of the Work. 2.1.6 Construction Activity Coordination: City of Denton PM, with support from HPM and Construction Manager, shall coordinate all construction activities with local City of Denton user groups and stakeholders, project team members, and vendors. 2.1.7 Coordination of City of Denton Furnished Equipment: City of Denton PM, with support from HPM, shall communicate and coordinate with specific groups that City of Denton contracts with, outside of the Construction Manager’s work, such as IT, Security, Furniture, Audio/Visual, etc. Construction Manager shall be responsible for incorporating such activities and scopes of work into the Master Program Schedule. 2.1.8 Contractor/Consultant Invoice Review: HPM shall receive and review Construction Manager and/or other consultant’s invoices for completeness, accuracy, work complete, and compliance with their respective contract. HPM will upload to Procore or forward to City of Denton for processing signifying HPM’s recommendation for payment. 2.1.9 Substantial Completion: As appropriate, HPM, in consultation with Designer, shall review the Work and recommend to City of Denton when the Project and Construction Manager’s Work is Substantially Complete. In consultation with the Designer, HPM shall, prior to Designer issuing a Certificate of Substantial Completion, prepare a list of incomplete Work or Work which does not conform to the requirements of the Contract Documents. This list shall be attached to the Certificate of Substantial Completion. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 6 of 9 2.1.10 Final Completion: In consultation with Designer, HPM shall determine when the Project and Construction Manager’s Work is finally completed, and shall provide to City of Denton a written recommendation regarding final payment to Construction Manager. 2.2 Onsite Construction Management (Onsite Support) 2.2.1 Onsite Management and Construction Phase Communication Procedures: HPM shall provide and maintain a management representative on the Project site to provide contract administration as an agent of City of Denton, and HPM shall establish and implement coordination and communication procedures among HPM, City of Denton, Designer and Construction Manager(s). 2.2.2 Construction Administration Procedures: HPM shall establish and implement procedures for reviewing and processing requests for clarifications and interpretations of the Contract Documents; shop drawings, samples, and other submittals; schedule adjustments; change order proposals; written proposals for substitutions; payment applications; and the maintenance of logs. 2.2.3 Project Site Meetings: Construction Manager shall conduct periodic meetings at the Project site with each subcontractor, and as appropriate shall conduct coordination meetings with subcontractors, City of Denton PM, HPM, and Designer. The Construction Manager shall prepare and distribute minutes to all attendees. HPM will review for accuracy before minutes are distributed by the Construction Manager. 2.2.4 Coordination of Other Independent Consultants: Technical inspection and testing provided by others shall be coordinated by Construction Manager. HPM shall receive a copy of all inspection and testing reports and request a copy is transmitted to the Designer and City of Denton PM. HPM shall not be responsible for providing, nor shall HPM control, the performance of technical inspection and testing. 2.2.5 Quality Review: HPM shall establish and implement a program to monitor the quality of the construction. The purpose of the program shall be to assist in guarding City of Denton against Work by Construction Manager that does not conform to the requirements of the Contract Documents. HPM shall reject any portion of the Work and transmit to City of Denton PM and Construction Manager a notice of, nonconforming Work when it is the opinion of HPM, City of Denton PM, or Designer that such Work does not conform to the requirements of the Contract Documents. HPM is not authorized to change, revoke, alter, enlarge, relax, or release any requirements of the Contract Documents or to approve or accept any portion of the Work not conforming with the requirements of the Contract Documents. It is understood that HPM’s action is providing such reviews of progress and quality is a service to City of Denton and by performing such reviews HPM is not acting in a manner so as to assume responsibility for, or to be responsible or liable, in whole or in part, for all of any part of the Design or Construction for the Project. No action taken by HPM shall relieve the Contractor DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 7 of 9 from its obligation to perform the work in strict conformity with the requirements of the Contract Documents, and in strict conformity with all other applicable laws, rules and regulations. 2.2.6 Safety Review: HPM shall endeavor to ensure that Construction Manager’s site-specific safety programs are in place. 2.2.7 Security Review: HPM shall endeavor to ensure all contractors, consultants, and vendors are in compliance with all City of Denton, or other security requirements while working on site. 2.2.8 Testing and Training 2.2.8.1 Construction Manager with support from HPM shall coordinate systems testing and training for equipment as specified in the construction documents and/or the manufacturer's specifications. 2.2.8.2 Construction Manager with support from HPM shall be responsible to notify designated City of Denton personnel, who must be present to witness testing procedures as described in 2.2.8.1. 2.2.8.3 Construction Manager with support from HPM shall compile and distribute testing reports to applicable parties for their review and comments. 2.2.8.4 Construction Manager with support from HPM shall arrange, schedule, and notify all parties of re-testing if applicable. 2.3 Time Management 2.3.1 Master Schedule: Construction Manager shall maintain and proactively adjust and update the Master Schedule and distribute copies to City of Denton PM, HPM, and Designer. HPM shall review the Master Schedule for the Project and provide comments as need to the City of Denton PM. 2.3.2 Construction Manager’s Construction Schedule: HPM shall review the Construction Manager Construction Schedule and shall verify that the schedule is prepared in accordance with the requirements of the Contract Documents and that it establishes completion dates that comply with the requirements of the Master Schedule. 2.3.3 Effect of Change Orders on the Schedule: Prior to the issuance of a Change Order, Construction Manager shall determine and advise City of Denton PM as to the effect on the Construction Schedule of the change. HPM shall verify that activities and adjustments of time, if any, required by approved Change Orders have been incorporated into Construction Manager’s Construction Schedule. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 8 of 9 2.3.4 Recovery Schedules: If the work of the Construction Manager is behind schedule, after consultation with City of Denton PM and HPM, City of Denton PM may require Construction Manager to prepare and submit a Recovery Schedule, as specified in the Contract Documents. 2.4 Cost Management 2.4.1 Schedule of Values (Each Contract): If applicable by contract, Construction Manager, in consultation with HPM, shall determine a Schedule of Values for the construction contract. The Schedule of Values shall be the basis for the allocation of the total Contract Price to the activities shown on the Construction Manager’s Construction Schedule, so that each Construction Manager’s activities shall be allocated a price and the sum of the prices of the activities shall equal the total Contract Price. Progress payments to Construction Manager shall be based on Construction Manager’s percentage of completion of the scheduled activities as set out in the Construction Schedule Reports and Construction Manager s compliance with the requirements of the Contract Documents. 2.4.2 Effect of Change Orders on Cost: HPM shall advise City of Denton PM as to the effect on the Budget of all proposed and approved Change Orders. 2.5 Reporting 2.5.1 Project Status Updates: By Others, HPM to review and comment to City of Denton PM as needed. 2.5.2 Schedule Reports: By Others, HPM to review and comment to City of Denton PM as needed. 2.5.3 Project Cost Reports: By Others, HPM to review and comment to City of Denton PM as needed. 2.5.4 Budget Revisions: By Others, HPM to review and comment to City of Denton PM as needed. 2.5.5 Cash Flow: By Others, HPM to review and comment to City of Denton PM as needed. 2.5.6 Change Order Reports: Construction Manager shall periodically, during the Construction Phase, prepare and distribute Change Order Reports. The Report shall list all City of Denton approved Change Orders by number, a brief description of the Change Order Work, the cost established in the Change Order. The Report shall also include similar information for potential change orders. HPM to review and comment to City of Denton PM as needed. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C EXHIBIT A 5495 Belt Line Road Suite 335 Dallas, TX 75254 HPM Services | Page 9 of 9 3.0 Post-Construction (Phase 3) 3.1 Project Management 3.1.1 Record Documents: HPM shall coordinate and pursue expedited submittals of information from Construction Manager for preparation of record “as-built” drawings and specifications and shall coordinate and expedite the transmittal of such record documents to City of Denton. 3.1.2 Operation and Maintenance Materials and Certificates: Prior to the Final Completion of the Project, Construction Manager in consultation with HPM shall receive and compile the manufacturers’ operations and maintenance manuals, warranties and guarantees, and certificates, and organize them in an electronic file structure. This information shall then be provided to City of Denton PM by Construction Manager. 3.2 Time Management 3.2.1 Occupancy Plan: City of Denton PM with support from HPM, shall prepare an Occupancy Plan that shall include a schedule for location for furniture, equipment, and City of Denton’s personnel. This schedule shall be provided to City of Denton personnel by City of Denton PM. 3.3 Cost Management 3.3.1 Change Orders: HPM shall continue during the Post-Construction Phase to provide services related to Change Orders as specified in Paragraph 2.1.4. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C Discipline/Job Title Hourly Rate 2023 Hourly Rate 2024 Hourly Rate 2025 Hourly Rate 2026 Hourly Rate 2027 6/'23 - 5/'24 6/'24 - 5/'25 6/'25 - 5/'26 6/'26 - 5/'27 6/'27 - 5/'28 Sr. Program Manager $248 $257 $266 $275 $285 Project Manager $195 $202 $209 $216 $224 Assistant Project Manager $145 $150 $155 $161 $166 Vice President $320 $331 $343 $355 $367 Project Controls Specialist $155 $160 $166 $172 $178 Schedule Analyst $223 $231 $239 $247 $256 Senior Field Coordinator $243 $252 $260 $269 $279 Field Coordinator $208 $215 $223 $231 $239 *Rate increase, June of each year Average Hours/Mo.Months* Total HRS Cost Zachary Stevenson, Sr. Program Manager 37 11 410 102,626$ Joe Pipkin, Project Manager 39 11 431 84,932$ Jacob McNeil, Project Controls Specialist 20 11 218 34,137$ 96 1059 221,696$ *Duration based on 11/2023 - 9/2024 Average Hours/Mo.Months* Total HRS Cost Zachary Stevenson, Sr. Program Manager 26 21 548 138,914$ Joe Pipkin, Project Manager 38 21 801 161,042$ Jacob McNeil, Project Controls Specialist 22 21 462 73,528$ 86 1811 373,484$ *Duration based on 11/2023 - 7/2025 Summary of Rates Summary by Project Solid Waste/Fleet Fire Station 9 Solid Waste/Fleet Fire Station 9 EXHIBIT B Justin Adams, Project Controls Specialist DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C Average Hours/Mo.Months* Total HRS Cost Justin Adams, Project Manager 33 4 130 25,350$ Bella Perry, Assistant Project Manager 17 4 66 9,570$ Jacob McNeil, Project Controls Specialist 22 4 88 13,640$ 71 284 48,560$ *Duration based on 11/2023 - 2/2024 Average Hours/Mo.Months* Total HRS Cost Zachary Stevenson, Sr. Program Manager 38 47 1786 469,582$ Joe Pipkin, Project Manager 62 47 2901 601,937$ Jacob McNeil, Project Controls Specialist 22 47 1034 171,078$ SFC 1 87 28 2436 650,073$ 209 8157 1,892,669$ *Duration based on 11/2023 - 9/2027 11311 2,536,409$ 52,100$ 2,588,509$ Jobsite Reimbursement Allowance (i.e. mileage, Total NTE w/Reimbursement Allowance Totals Service Center Fleet Expansion Service Center Fleet Expansion EXHIBIT B DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. 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 the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 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. 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? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes 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? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C Hoar Program Management, LLC 11/3/2023 X X X X 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.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 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 vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more 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 government 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 government 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 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 governmental 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 government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (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 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 right-of-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 gifts 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. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 7CAD7AB9-6831-48C4-9672-56699014482C Certificate Of Completion Envelope Id: 7CAD7AB9683148C4967256699014482C Status: Completed Subject: Please DocuSign: City Council Contract 8245-001 FS9 and Fleet PM Services Source Envelope: Document Pages: 35 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 11/1/2023 4:29:25 PM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 11/1/2023 4:33:38 PM Viewed: 11/1/2023 4:33:48 PM Signed: 11/1/2023 4:34:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.184.124.205 Sent: 11/1/2023 4:34:53 PM Viewed: 11/2/2023 7:27:11 AM Signed: 11/2/2023 7:27:31 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 47.24.80.197 Signed using mobile Sent: 11/2/2023 7:27:35 AM Viewed: 11/2/2023 9:42:38 AM Signed: 11/2/2023 9:44:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign James Adams jadams@hpmleadership.com Vice President Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.202.161.218 Sent: 11/2/2023 9:44:33 AM Resent: 11/2/2023 10:14:05 AM Viewed: 11/3/2023 12:37:59 PM Signed: 11/3/2023 12:40:19 PM Electronic Record and Signature Disclosure: Accepted: 11/3/2023 12:37:59 PM ID: e5ff33c1-9371-4b85-b6e7-d9d05bbdabf5 Signer Events Signature Timestamp Trevor Crain, PMP Trevor.Crain@cityofdenton.com Director of Capital Projects City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/3/2023 12:40:22 PM Viewed: 11/3/2023 12:43:24 PM Signed: 11/3/2023 12:43:45 PM Electronic Record and Signature Disclosure: Accepted: 11/3/2023 12:43:24 PM ID: 7186516e-dc37-4adf-89dd-96a26871e97f Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/3/2023 12:43:49 PM Viewed: 11/15/2023 1:04:57 PM Signed: 11/15/2023 1:05:23 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/15/2023 1:05:26 PM Viewed: 11/15/2023 1:25:02 PM Signed: 11/15/2023 1:25:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/15/2023 1:25:29 PM Viewed: 11/15/2023 1:39:15 PM Signed: 11/15/2023 1:39:51 PM Electronic Record and Signature Disclosure: Accepted: 11/15/2023 1:39:15 PM ID: fbc00c5b-f2e3-4920-99e7-72c28812e715 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 11/1/2023 4:34:52 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2023 12:43:48 PM Viewed: 11/3/2023 3:24:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/15/2023 1:39:54 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Seth Garcia seth.garcia@cityofdenton.com Program Manager Security Level: Email, Account Authentication (None) Sent: 11/15/2023 1:39:55 PM Electronic Record and Signature Disclosure: Accepted: 11/14/2023 9:34:32 AM ID: 308b44a2-7441-42fc-b4f0-c500a4683229 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/1/2023 4:33:38 PM Envelope Updated Security Checked 11/2/2023 10:14:04 AM Envelope Updated Security Checked 11/2/2023 10:14:04 AM Envelope Updated Security Checked 11/2/2023 10:14:04 AM Certified Delivered Security Checked 11/15/2023 1:39:15 PM Signing Complete Security Checked 11/15/2023 1:39:51 PM Completed Security Checked 11/15/2023 1:39:55 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: James Adams, Trevor Crain, PMP, Jesus Salazar, Seth Garcia How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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