8557 - Contract Executed - Pre-Construction
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
Erica Garcia
Not Applicable
8557RFP
CMAR For Water Works Park Renovation
N/A
SEPTEMBER 17, 2024
24-1573
CITY OF DENTON, TEXAS
CONSTRUCTION MANAGER AT RISK FOR CMAR FOR WATER WORKS PARK
RENOVATION
CONSTRUCTION MANAGER AT RISK
PRECONSTRUCTION PHASE SERVICES
CONTRACT NO. 8557
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
TABLE OF CONTENTS
ARTICLE PAGE
RECITALS .................................................................................................................................................... 5
AGREEMENT ............................................................................................................................................... 5
ARTICLE 1 – TERMS AND DEFINITIONS .................................................................................................. 5
ARTICLE 2 – BASIC DESIGN PHASE SERVICES ..................................................................................... 9
2.1 GENERAL ......................................................................................................................................... 9
2.2 CONSTRUCTION MANAGEMENT PLAN ........................................................................................ 9
2.3 PROJECT SCHEDULE ..................................................................................................................... 9
2.4 DESIGN DOCUMENT REVIEWS ................................................................................................... 11
2.5 COST ESTIMATES ......................................................................................................................... 12
2.6 GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS .............................................................. 13
2.7 MAJOR SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS ......................................... 14
ARTICLE 3 – PERIOD OF SERVICES ...................................................................................................... 16
ARTICLE 4 – CONTRACT AMOUNT AND PAYMENTS .......................................................................... 16
4.1 CONTRACT AMOUNT .................................................................................................................... 16
4.2 PAYMENTS ..................................................................................................................................... 16
ARTICLE 5 - CITY'S RESPONSIBILITIES ................................................................................................ 17
ARTICLE 6 – CONTRACT CONDITIONS .................................................................................................. 17
6.1 PROJECT DOCUMENTS AND COPYRIGHTS .............................................................................. 17
6.2 COMPLETENESS AND ACCURACY OF CM@RISK'S WORK ..................................................... 18
6.3 ALTERATION IN CHARACTER OF WORK ................................................................................... 18
6.4 DATA CONFIDENTIALITY .............................................................................................................. 18
6.5 PROJECT STAFFING ..................................................................................................................... 19
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6.6 INDEPENDENT CONTRACTOR .................................................................................................... 19
6.7 SUBCONSULTANTS ...................................................................................................................... 19
6.8 TERMINATION................................................................................................................................ 19
6.9 DISPUTES ...................................................................................................................................... 20
6.10 WITHHOLDING PAYMENT ............................................................................................................ 20
6.11 RECORDS/AUDIT .......................................................................................................................... 20
6.12 INDEMNIFICATION ........................................................................................................................ 20
6.13 NOTICES ........................................................................................................................................ 21
6.14 EQUAL OPPORTUNITY/AFFIRMATIVE ACTION ......................................................................... 21
6.15 COMPLIANCE WITH FEDERAL LAWS ......................................................................................... 21
6.16 CONFLICT OF INTEREST ............................................................................................................. 21
6.17 CONTRACTOR'S LICENSE ........................................................................................................... 22
6.18 SUCCESSORS AND ASSIGNS ..................................................................................................... 22
6.19 FORCE MAJEURE ......................................................................................................................... 22
6.20 COVENANT AGAINST CONTINGENT FEES ................................................................................ 22
6.21 NON-WAIVER PROVISION ............................................................................................................ 23
6.22 JURISDICTION ............................................................................................................................... 23
6.23 SURVIVAL ....................................................................................................................................... 23
6.24 MODIFICATION .............................................................................................................................. 23
6.25 SEVERABILITY ............................................................................................................................... 23
6.26 INTEGRATION ................................................................................................................................ 23
6.27 TIME IS OF THE ESSENCE ........................................................................................................... 23
6.28 THIRD PARTY BENEFICIARY ....................................................................................................... 23
6.29 COOPERATION AND FURTHER DOCUMENTATION .................................................................. 23
6.30 CONFLICT IN LANGUAGE ............................................................................................................. 23
6.31 CITY'S RIGHT OF CANCELLATION .............................................................................................. 24
6.32 CONFIDENTIALITY OF PLANS & SPECIFICATIONS ................................................................... 24
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ARTICLE 7 – INSURANCE REQUIREMENTS .......................................................................................... 25
7.1 MINIMUM SCOPE AND LIMITS OF INSURANCE ......................................................................... 25
7.2 ADDITIONAL INSURANCE REQUIREMENTS .............................................................................. 26
7.3 SUBCONSULTANT INSURANCE .................................................................................................. 26
7.4 NOTICE OF CANCELLATION ........................................................................................................ 26
7.5 ACCEPTABILITY OF INSURERS .................................................................................................. 26
7.6 VERIFICATION OF COVERAGE ................................................................................................... 26
7.7 APPROVAL ..................................................................................................................................... 27
EXHIBIT A – PROJECT DESCRIPTION ………………………………………………………………………28
EXHIBIT B – SUBMITTAL REQUIREMENTS FOR THE GMP ……………………………………………….29
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CONSTRUCTION MANAGER AT RISK FOR Water Works Renovation Project
CONSTRUCTION MANAGER AT RISK DESIGN PHASE SERVICES
PROJECT NO. 240005-1
CONTRACT NO. 8557
THIS CONTRACT, made and entered into this by and between the City of Denton, Texas, hereinafter designated the “CITY” and Hill & Wilkinson
Construction Group, Ltd., hereinafter designated the "CONSTRUCTION MANAGER AT RISK" or “CM@Risk”.
RECITALS
A. The City Manager of the City of Denton, Texas, or an appointed designee, is authorized and empowered by provisions of the City Charter to
execute contracts for professional services and construction services.
B. The City intends to construct CMAR for Water Works Renovation Project as described in Exhibit A attached, hereinafter referred to as the
“Project”. C. To undertake the design of said Project the City has entered into a contract with Parkhill, Smith & Cooper, Inc., hereinafter referred to as the
“Design Professional.”
D. The CM@Risk has represented to the City the ability to provide design phase services and to construct the Project.
E. Based on this representation, the City intends to enter into a contract with the CM@Risk for the design phase services identified in this contract.
At the end of the design phase, at the City’s discretion, the City may enter into a separate construction contract with the CM@Risk for construction phase services.
AGREEMENT
NOW THEREFORE, for and in consideration of the mutual covenants and considerations hereinafter contained, it is agreed by and between the City and
the CM@Risk as follows:
ARTICLE 1 – TERMS AND DEFINITIONS
Addenda - Written or graphic instruments issued prior to the submittal of the GMP Proposal(s), which clarify, correct or change the GMP Proposal(s)
requirements.
Agreement (also known as the Contract) – This written document signed by the City and CM@Risk covering the Design Phase of the Project, and
including other documents itemized and referenced in or attached to and made part of this Contract. Notwithstanding the above, the Construction Phase
Agreement is not made a part of this Contract.
Alternate Systems Evaluations – Alternatives for design, means and methods or other scope considerations that are evaluated using value engineering
principles and have the potential to reduce both first cost and operational costs while still delivering a quality and functional Project that meets City
requirements.
Application for Payment – See definition for Payment Request.
Architect —The qualified, licensed person, firm or corporation who furnishes architectural services required for the Project.
Change Order (Amendment) - A written instrument issued after execution of the Contract Documents signed by the City and CM@Risk, stating their
agreement upon all of the following: the addition, deletion or revision in the scope of services or Deliverables; the amount of the adjustment to the Contract
Amount (if any); the extent of the adjustment to the Contract Time (if any); and/or modifications of other contract terms.
City (Owner) - The City of Denton, a municipal corporation, with whom CM@Risk has entered into this Contract and for whom the services are to be provided
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pursuant to said Contract. Regulatory activities handled by the City of Denton Development Services, Fire, Engineering, Facilities, Municipal Electric and
Planning Departments or any other City department are not subject to the responsibilities of the City under this Agreement.
City’s Designated Project Manager – The City of Denton representative who is designated as project manager for the Project.
Contract - Refers to this Agreement when used elsewhere in the Contract Documents.
Contract Documents - Refers to, without limitation, this Agreement, the Drawings and Specifications, Proposal Requests, formal Requests for Information,
and other information as so defined elsewhere, or any documents that may be referenced and/or incorporated by reference into this Agreement, the
Drawings and Specifications, Proposal Requests, or formal Requests for Information.
Construction Contract Time(s) - The number of days or the dates, as may be increased or decreased during the course of the Project, related to the
construction phase that as stated in Construction Documents applies to achievement of Substantial Completion of the Work.
Construction Documents – The plans, specifications and drawings prepared by the Design Professional after correcting for permit review requirements.
Construction Fee – The CM@Risk’s administrative costs, home office overhead, and profit, whether at the CM@Risk’s principal or branch offices, and
other off-site costs.
Construction Manager at Risk (CM@Risk) – The firm, corporation, or other approved legal entity with whom the City has entered into this Contract.
Construction Management Plan – Formal documentation prepared and maintained by the CM@Risk describing the scope, process, sequence and
duration of the activities to accomplish the Work within the Contract Time including but not limited to those items set forth in Section 2.2.
Construction Phase Agreement – The proposed Owner-CM@Risk Agreement to be used during construction, as mutually agreed to be modified before
its use. It is provided for reference only, and is not made a part of this Contract.
Contingency, Preconstruction – A fund to cover cost growth during the Project before Notice to Proceed for Construction driven by discovery of scope
items unknown at the outset of design; requirements of Authorities Having Jurisdiction (AHJs) over the Project; or similar changes during the Design
Phase. When used, the amount of the Preconstruction Contingency will be negotiated as a separate line item in each GMP Proposal.
Contingency, Marketplace Risk – A fund to cover the costs of cost escalation, supply chain interruptions, and buyout decisions made for the City’s benefit
that may experience more marketplace uncertainty during the course of the Project. When used, the amount of the Marketplace Risk Contingency will be
negotiated as a separate line item in each GMP Proposal.
Contingency, CM@Risk’s – A fund to cover cost growth during the Project used at the discretion of the CM@Risk usually for costs that result from Project
circumstances. The amount of the CM@Risk’s Contingency will be negotiated as a separate line item in each GMP Proposal.
Contingency, Owner’s – A fund to cover cost growth during the Project used at the discretion of the City usually for costs that result from City directed
changes or unforeseen site conditions. The amount of the Owner’s Contingency will be set by the City and will be in addition to the project costs included
in the CM@Risk’s GMP Proposal.
Contract Amount – The cost for services for this Contract as identified in Article 4.
Contract Documents – means the following items and documents in descending order of precedence executed by the City and the CM@Risk: (i) all written
modifications, amendments and Change Orders; (ii) this Agreement, including all exhibits and attachments; (iii) Construction Documents; (iv) GMP Plans
and Specifications.
Contract Time(s) – The number of days or the dates stated in this Agreement to: (i) achieve Milestones, if any; (ii) achieve Substantial Completion; and
(iii) complete the Work so that it is ready for final payment as evidenced by Architect’s or Engineer’s written recommendation of final payment.
Control Estimate – Also referred to as a baseline cost model, an estimate provided by the CM@Risk on the basis of the design provided, typically at a
major design deliverable, that serves as the basis for decision making about design progress and design requirements to the next major design
deliverable.
Cost of the Work – The direct costs or stipulated rates necessarily incurred by the CM@Risk in the proper performance of the Work. The Cost of the
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Work shall include direct labor costs, subcontract costs, costs of materials and equipment incorporated in the completed construction, costs of other materials
and equipment, temporary facilities, building permit fees (if not paid for by City), materials testing, General Conditions Costs, and related items. The Cost of
the Work shall not include the CM@Risk’s Construction Fee.
Critical Path Schedule – The sequence of activities from the start of the Work to the Substantial Completion of the Project. Any delay in the completion
of these activities will extend the Substantial Completion date.
Day – Calendar day unless otherwise specifically noted in the Contract Documents.
Deliverables – The work products prepared by the CM@Risk in performing the scope of work described in this Contract. Some of the major deliverables
to be prepared and provided by the CM@Risk during the design phase may include but are not limited to: Construction Management Plan, Project
Schedule, Schedule of Values, alternative system evaluations, procurement strategies and plans, cost estimates, construction market surveys, cash flow
projections, GMP Proposals, Subcontractor procurement plan, Statement of Proposed MBE/WBE Utilization, Subcontractor agreements, Subcontractor
bid packages, Supplier agreements, and others as indicated in this Contract or required by the Project Team.
Design Documents - Design Documents are representations, in any medium of expression now known or later developed, of the tangible and intangible
creative work performed by the Design Professional and their consultants under their respective professional services agreements. Design Documents
may include, without limitation, the basis of design documents, studies, surveys, models, sketches, Drawings, Specifications, the Project Manual and
other similar materials.
Design Professional – The qualified, licensed person, firm or corporation who furnishes design and/or construction administration services required for
the Project. The Design Professional may be the Engineer or the Architect for the Project, or other such similar licensed professional or firm.
Drawings (Plans) – Documents, which visually represent the scope, extent and character of the Work to be furnished and performed by the CM@Risk
during the construction phase and which have been prepared or approved by the Design Professional and the City. Includes Drawings that have reached
a sufficient stage of completion and released by the Design Professional solely for the purposes of review and/or use in performing constructability or
biddability reviews and in preparing cost estimates (e.g. conceptual design Drawings, preliminary design Drawings, detailed design Drawings at 30%,
60%, 90% or 100% or schematic, design development, construction documents), but “not for construction”. Shop Drawings are not Drawings as so
defined.
Engineer —The qualified, licensed person, firm or corporation who furnishes engineering services required for the Project.
Float - The number of Days by which an activity can be delayed without lengthening the Critical Path and extending the Substantial Completion date.
General Conditions Costs – Includes but is not limited to the types of costs identified Exhibit Y - General Conditions Costs in the Construction Phase
Agreement.
Guaranteed Maximum Price (GMP) – The sum of the maximum Cost of the Work, the CM@Risk’s Construction Fee,and CM@Risk Contingency.
GMP Plans and Specifications – The plans and specifications provided pursuant to paragraph 2.6.5 upon which the Guaranteed Maximum Price Proposal
is based.
Guaranteed Maximum Price (GMP) Proposal - The offer or proposal of the CM@Risk submitted on the prescribed form setting forth the GMP prices for
the entire Work or portions of the Work to be performed during the construction phase. The GMP Proposal(s) are to be developed pursuant to Article 2
of this Contract.
Laws and Regulations - Any and all applicable laws, rules, regulations, ordinances, codes and orders of any and all governmental bodies, agencies,
authorities and courts having jurisdiction.
Milestones - A principal event in the performance of the Work that the Contract requires CM@Risk to achieve by an intermediate completion date, or by
a time prior to Substantial Completion of all the Work.
Notice of Intent to Award — The written notice by City to a respondent to the City’s solicitation of the Project of City’s intent to accept a certain respondent’s
proposal.
Notice to Proceed (NTP) Letter - A written notice given by City to the CM@Risk fixing the date on which the CM@Risk will start to perform the CM@Risk’s
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obligations under this Contract.
Owner Activities – Activities required by the City staff, City vendors or other resources under the direct or indirect control of the City required for successful
completion of the Project.
Payment Request (also known as an Application for Payment) - The form that is accepted by the City and used by the CM@Risk in requesting progress
payments or final payment and which will include such supporting documentation as is required by the Contract Documents and or the City.
Project - The complete and operational asset needed by the City, of which this Work is a part. The Work to be completed in the execution of this Contract
as described in the Recitals above and Exhibit “A” attached is a key component of the Project, and its timely completion is essential to its operation.
Project Budget - The amounted budgeted by the City for the Project, and which contains within it the budget for the Work of this Contract.
Project Schedule - A schedule, prepared and maintained by CM@Risk, describing the sequence and duration of the activities comprising the CM@Risk’s
plan to accomplish the Work within the Contract Times.
Project Team – Design phase services team consisting of the Design Professional, CM@Risk, City’s Project Manager, City’s Client Department
representatives and other stakeholders who are responsible for making decisions regarding the Project.
Related Parties – For purposes of this Agreement, the term ”Related Party” shall mean any party or entity related to or affiliated with the CM@Risk or in
which the CM@Risk has direct or indirect ownership or control, including without limitation: (1) a parent, subsidiary, affiliate, or other entity having common
ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or officer, director, partner or
employee of, the CM@Risk or holds any entity owned by the Construction Manager has any direct or indirect interest in; (3) any party with an excess of
ten percent (10%) interest in the CM@Risk in the aggregate; (4) any entity which has the right to control the business or affairs of the CM@Risk; or (5)
any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the CM@Risk.
Schedule of Values (SOV) – Document specified in the construction phase Contract, which divides the Contract Price into pay items, such that the sum
of all pay items equals the Contract Price for the construction phase Work, or for any portion of the Work having a separate specified Contract Price. All
contingencies that are to be utilized during the Construction Phase Agreement shall receive a separate line item and shall be tracked throughout the
Project. The SOV may or may not be output from the Project Schedule depending on whether the Project Schedule is cost-loaded or not.
Submittals - All drawings, diagrams, schedules, samples, and other materials specifically prepared for the Work by the CM@Risk or a Subcontractor,
manufacturer, supplier or distributor to illustrate some portion of the Work. Submittals are not Contract Documents.
Site – The land or premises on which the Project is located.
Specifications - The part(s) of the Contract Documents for the construction phase consisting of written technical descriptions of materials, equipment,
construction systems, standards and workmanship as applied to the Work and certain administrative details applicable thereto.
Subconsultant - A person, firm or corporation having a contract with the CM@Risk at any tier to furnish services required as its independent professional
associate or consultant with respect to the Project.
Subcontractor - An individual or firm having a direct contract with the CM@Risk or any other individual or firm having a contract with the aforesaid
contractors at any tier, who undertakes to perform a part of the design phase services or construction phase Work at the site for which the CM@Risk is
responsible. Subcontractors will be selected through the Subcontractor bid process described in paragraph 2.7 of this Contract.
Substantial Completion - When the Work, or an agreed upon portion of the Work, is sufficiently complete so that City can occupy and use the Project or
a portion thereof for its intended purposes. This may include, but is not limited to: (i) approval by City Fire Marshall and local, state and other authorities
having jurisdiction, unless such approval is not granted for reasons beyond CM@Risk’s responsibility or control; (ii) all systems in place, functional, and
displayed to the City or its representative; (iii) all materials and equipment installed; (iv) all systems reviewed and accepted by the Design Professional
and City; (v) draft O&M manuals and record documents reviewed and accepted by the Design Professional and City; (vi) City operation and maintenance
training complete and documented, if any; (vii) landscaping and site work; (viii) final cleaning; and (ix) other requirements that are specified in the
Construction Contract. These generic conditions of Substantial Completion will be customized in the Owner-CM@R Construction Phase Agreement as
mutually agreed to be applicable to the specific scope of the Work in that Contract. Those conditions of Substantial Completion that do not apply to a
specific GMP will be listed in the Notice to Proceed letter pursuant to that Construction Phase contract.
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Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with CM@Risk or with any Subcontractor to
furnish materials or equipment to be incorporated in the construction phase Work by CM@Risk or any Subcontractor.
Work – The entire completed construction or the various separately identifiable parts thereof, required to be furnished during the construction phase.
Work includes and is the result of performing or furnishing labor, services and furnishing and incorporating materials, resources and equipment into the
construction, and performing or furnishing services and documents as required by the Contract Documents for the construction phase.
ARTICLE 2 – BASIC DESIGN PHASE SERVICES
2.1 GENERAL
2.1.1 The CM@Risk, to further the interests of the City, will perform the services required by, and in accordance with this Contract, to the satisfaction
of the City’s Designated Project Manager, exercising the degree of care, skill and judgment a professional construction manager performing
similar services in Denton, Texas would exercise at such time, under similar conditions. The CM@Risk will, at all times, perform the required
services consistent with sound and generally accepted construction management and construction contracting practice. The services being
provided under this Contract will not alter any real property owned by the City.
2.1.2 Program Evaluation: As a participating member of the Project Team, the CM@Risk will provide to the City and Design Professional a written
evaluation of the Project and Project Budget, with recommendations as to the appropriateness of each.
2.1.3 Project Meetings: The CM@Risk will attend Project Team meetings which may include, but are not limited to, regular Project management
meetings, Project workshops, special Project meetings, construction document rolling reviews and partnering sessions.
2.1.4 The CM@Risk will provide design phase services described herein, in a proactive manner and consistent with the intent of the most current
Drawings and Specifications. The CM@Risk will promptly notify the City in writing whenever the CM@Risk determines that any Drawings or
Specifications are inappropriate for the Project and/or cause changes in the scope of Work requiring an adjustment in the cost estimate, Project
Schedule, GMP Proposals and/or in the Contract Time for the Work, to the extent such are established.
2.1.5 The CM@Risk, when requested by the City, will attend, make presentations, and participate as may be appropriate in public agency and or
community meetings, germane to the Project. The CM@Risk will provide drawings, schedule diagrams, budget charts and other materials
describing the Project, when their use is required or apropos in any such public agency meetings.
2.2 CONSTRUCTION MANAGEMENT PLAN
2.2.1 The CM@Risk will prepare a Construction Management Plan (CMP), which shall include the CM@Risk’s professional opinions concerning: (a)
safety and logistics planning and associated training requirements; (b) Project Milestone dates and the Project Schedule, including the broad
sequencing of the design and construction of the Project; (c) investigations, if any, to be undertaken to ascertain subsurface conditions and
physical conditions of existing surface and subsurface facilities and underground utilities; (d) alternate strategies for fast- tracking and/or phasing
the construction; (e) the number of separate subagreements to be awarded to Subcontractors and Suppliers for the Project construction; (f)
permitting strategy; (g) construction quality control; (h) a commissioning program; (i) the cost management plan, control estimates, schedule of
values, and basis of the model; (j) information management systems; and, (k) a matrix summarizing each Project Team member’s responsibilities
and roles.
2.2.2 The CM@Risk may add detail to its previous version of the CMP to keep it current throughout the design phase, so that the CMP is ready for
implementation at the start of the construction phase. The update/revisions may take into account (a) revisions in Drawings and Specifications;
(b) the results of any additional investigatory reports of subsurface conditions, drawings of physical conditions of existing surface and subsurface
facilities and documents depicting underground utilities placement and physical condition, whether obtained by the City, Design Professional, or the
CM@Risk; (c) unresolved permitting issues, and significant issues, if any, pertaining to the acquisition of land and right of way; (d) the fast-tracking
if any of the construction, or other chosen construction delivery methods; (e) the requisite number of separate bidding documents to be advertised;
(f) the status of the procurement of long-lead time equipment (if any) and/or materials; and (g) funding issues identified by the City.
2.3 PROJECT SCHEDULE
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2.3.1 The fundamental purpose of the “Project Schedule” is to identify, plan, coordinate, and record the tasks and activities to be performed by all of
the Project Team members and then for the Project Team to utilize that Deliverable as a basis for managing and monitoring all member’s
compliance with the schedule requirements of the Project. Each Project Team member is responsible for its compliance with the Project Schedule
requirements. The CM@Risk will, however, develop and maintain the “Project Schedule” on behalf of and to be used by the Project Team based
on input from the other Project Team members. The Project Schedule will be consistent with the most recent revised/updated CMP. The Project
Schedule will use the Critical Path Method (CPM) technique, unless required otherwise, in writing by the City. The CM@Risk will use scheduling
software to develop the Project Schedule that is acceptable to the City. The Project Schedule shall be presented in graphical and tabular reports
as agreed upon by the Project Team. If Project phasing as described below is required, the Project Schedule will indicate milestone dates for
the phases once determined.
2.3.2. The Project Schedule shall include a Critical Path Method (CPM) diagram schedule that shall show the sequence of activities, the interdependence
of each activity and indicate the Critical Path.
2.3.2.1 The CPM diagram schedule shall be in Days and indicate duration, earliest and latest start and finish dates for all activities, and total Float times
for all activities except critical activities. The CPM diagram shall be presented in a time scaled graphical format for the Project as a whole.
2.3.2.2 The CPM diagram schedule shall indicate all relationships between activities, with no constraints (only schedule logic) driving dates and the
Critical Path.
2.3.2.3 The activities making up the schedule shall be in sufficient detail to assure that adequate planning has been done for proper execution of the
Work and such that it provides an appropriate basis for monitoring and evaluating the progress of the Work. Further, activities shall be included
for, without limitation, any and all City franchised or private utilities required to be temporarily or permanently demolished, relocated or installed;
design, procurement, furnishing and installing of equipment, information technology systems, security systems, furnishings, and other City
improvements (whether installed by the CM@Risk or the City) required for the Work to be completely functional as intended. These Owner
Activities will be shown in the schedule with the appropriate precursor and successor activities necessary for monitoring and evaluating the
progress of the Owner Activities
2.3.2.4 The CPM diagram schedule shall be based upon activities which would coincide with the schedule of values, but the Project Schedule is not
required to be cost-loaded.
2.3.2.5 The CPM diagram schedule shall show all submittals associated with each work activity and the review time for each submittal.
2.3.2.6 The schedule shall show Milestones, including Milestones for all City-furnished information, utilities and improvements when those Milestones are
interrelated with the CM@Risk activities.
2.3.2.7 The schedule shall include a critical path activity that reflects anticipated weather delays during the performance of the contract. The duration
shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site. Weather data shall be based on
information provided by the National Weather Services or other approved source.
2.3.3 The Project Schedule shall consider the City’s and the other stakeholders’ occupancy requirements showing portions of the Project having
occupancy priority, and Contract Time.
2.3.4 Float time shall be as prescribed below:
2.3.4.1 The total Float within the overall schedule, is not for the exclusive use of either the City or the CM@Risk, but is jointly owned by both and is a
resource available to and shared by both parties as needed to meet contract milestones and the Project completion date.
2.3.4.2 The CM@Risk shall not sequester shared Float through such strategies as extending activity duration estimates to consume available Float,
using preferential logic, or using extensive crew/resource sequencing, etc. Since Float time within the schedule is jointly owned, no time
extensions will be granted nor delay damages paid until a delay occurs which extends the Work beyond the Substantial Completion date.
2.3.4.3 Since Float time within the schedule is jointly owned, it is acknowledged that City-caused delays on the Project may be offset by City-caused time
savings (i.e., critical path submittals returned in less time than allowed by the contract, approval of substitution requests and credit changes which
result in savings of time to the CM@Risk, etc.). In such an event, the CM@Risk shall not be entitled to receive a time extension or delay damages
until all City-caused time savings are exceeded, and the Substantial Completion date is also exceeded.
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2.3.5 The Project Schedule will be updated and maintained by the CM@Risk throughout the design phase such that it will not require major changes
at the start of the construction phase to incorporate the CM@Risk’s plan for the performance of the construction phase Work. The CM@Risk will
provide updates and/or revisions to the Project Schedule for use by the Project Team, whenever required, but no less often than at the monthly
Project Team meetings. The CM@Risk will include with such submittals a narrative describing its analysis of the progress achieved to-date vs.
that planned, any concerns regarding delays or potential delays, and any recommendations regarding mitigating actions.
2.3.6 Project Phasing: If phased construction is deemed appropriate and the City and Design Professional approve, the CM@Risk will review the
design and make recommendations regarding the phased issuance of Construction Documents to facilitate phased construction of the Work, with
the objective of reducing the Project Schedule and/or Cost of the Work. The CM@Risk will take into consideration such factors as natural and
practical lines of work severability, sequencing effectiveness, access and availability constraints, total time for completion, construction market
conditions, labor and materials availability, and any other factors pertinent to saving time and cost.
2.4 DESIGN DOCUMENT REVIEWS
2.4.1 The CM@Risk will evaluate periodically the availability of labor, materials/equipment, building systems, cost-sensitive aspects of the design; and other factors that may impact the cost estimate, GMP Proposals and/or the Project Schedule.
2.4.2 The CM@Risk will recommend, in conjunction with the Project Team, those additional observations and testing of existing improvements; as
well as environmental, surface and subsurface investigations that, in its professional opinion, are required to provide the necessary information
for the CM@Risk to construct the Project. Before initiating construction operations, the CM@Risk may request additional investigations in their
GMP Proposal to improve the adequacy and completeness of the existing improvements and site condition information and data made available
with the Construction Documents.
2.4.3 The CM@Risk will meet with the Project Team as required to review designs during their development. The CM@Risk will familiarize itself with the
evolving documents through the various design phases. The CM@Risk will proactively advise the Project Team and make recommendations on
factors related to construction costs, and concerns pertaining to the feasibility and practicality of any proposed means and methods, selected
materials, equipment and building systems, and, labor and material availability. The CM@Risk will furthermore maintain a project decision and
trend log as design develops and advise the Project Team on proposed site improvements, excavation and foundation considerations, as well
as concerns that exist with respect to coordination of the Drawings and Specifications. The CM@Risk will recommend cost effective alternatives.
2.4.4 The CM@Risk will routinely conduct constructability and biddability reviews of the Drawings and Specifications as necessary to satisfy the needs
of the Project Team. The reviews will attempt to identify all discrepancies and inconsistencies in the Construction Documents especially those
related to clarity, consistency, and coordination of Work of Subcontractors and Suppliers.
2.4.4.1 Constructability Reviews: The CM@Risk will evaluate whether (a) the Drawings and Specifications are configured to enable efficient construction;
(b) design elements are standardized; (c) construction efficiency is properly considered in the Drawings and Specifications; (d) module/preassembly
design are prepared to facilitate fabrication, transport and installation; (e) the design promotes accessibility of personnel, material and equipment
and facilitates construction under adverse weather conditions; (f) sequences of Work required by or inferable from the Drawings and Specifications
are practicable; and (g) the design has taken into consideration efficiency issues concerning access and entrance to the site, laydown, and
storage of materials, staging of site facilities, construction parking, and other similar pertinent issues.
2.4.4.2 Biddability Reviews: The CM@Risk will check cross-references and complementary Drawings and sections within the Specifications, and in
general evaluate whether (a) the Drawings and Specifications are sufficiently clear and detailed to minimize ambiguity and to reduce scope
interpretation discrepancies; (b) named materials and equipment are commercially available and are performing well or otherwise, in similar
installations; (c) Specifications include alternatives in the event a requirement cannot be met in the field; and (d) in its professional opinion, the
Project is likely to be subject to differing site conditions.
2.4.4.3 The results of the reviews will be provided to the City in formal, written reports clearly identifying all discovered discrepancies and inconsistencies
in the Drawings and Specifications with notations and recommendations made on the Drawings, Specifications, and other documents. If requested
by the City, the CM@Risk will meet with the City and Design Professional to discuss any findings and review reports.
2.4.4.4 The CM@Risk’s reviews will be from a contractor’s perspective, and though it will serve to reduce the number of Requests for Information (RFIs)
and changes during the construction phase, responsibility for the Drawings and Specifications will remain with the Design Professional and not the
CM@Risk.
2.4.5 Notification of Variance or Deficiency: It is the CM@Risk’s responsibility to assist the Design Professional in ascertaining that, in the CM@Risk’s
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professional opinion, the Construction Documents are in accordance with applicable laws, statutes, ordinances, building codes, rules and
regulations. If the CM@Risk recognizes that portions of the Construction Documents are at variance with applicable laws, statutes, ordinances,
building codes, rules and regulations, it will promptly notify the Design Professional and City in writing, describing the apparent variance or
deficiency. However, the Design Professional is ultimately responsible for the compliance with those laws, statutes, ordinances, building codes,
rules and regulations.
2.4.6 Alternate Systems Evaluations: The Project Team will routinely identify and evaluate using value engineering principles any alternate systems,
approaches, design changes that have the potential to reduce Project construction costs and operational costs, while still delivering a quality
and functional product. If the Project Team agrees, the CM@Risk in cooperation with the Design Professional will perform a cost/benefit analysis
of the alternatives and submit such in writing to the Project Team. The Project Team will decide which alternatives will be incorporated into the
Project. The Design Professional will have full responsibility for the incorporation of the alternatives into the Drawings and Specifications. The
CM@Risk will include the cost of the alternatives into the cost estimate and any GMP Proposals.
2.4.6.1 For major Alternative System Evaluations, the CM@Risk is encouraged to provide (1) a detailed description of the difference between the
requirements of the current design and the proposed changes, and comparative advantages and disadvantages of each; (2) the impact of the
proposal upon construction plus operational costs and the CM@Risk’s schedule; (3) a list of the projects to the extent known, where the proposal
was previously used in similar circumstances, and the owner’s results of that experience; and (4) any other information reasonably necessary to
fully evaluate the proposal.
2.4.6.2 One of the City’s goals is an energy efficient, sustainable Project, and therefore the CM@Risk shall participate in interactive work sessions when
scheduled by the Design Professional for the purpose of identifying the viable, environmentally responsible alternatives for the Work, evaluating
the relative merits of each, and assisting the City with selecting the preferred alternative(s) to be incorporated into the Project.
2.5 COST ESTIMATES
2.5.1 CM@Risk will work with the Design Professional to provide an initial, baseline cost model/estimate for the project within forty-five (45) Days after
NTP. Unless otherwise agreed by both parties, within fourteen (14) Days after receipt of the documents for the various phases of design/milestones
shown in the most current Project Schedule, the CM@Risk shall provide a complete and detailed cost estimate and a written review of the
documents. Each cost estimate should include all cost categories necessary for delivery of a fully functional Project except items agreed to be
furnished and installed by the City, and the Owner’s Contingency included in the GMP Proposal identified in Exhibit “C” attached. This estimate
will be referred to as the Control Estimate. In addition, each Control Estimate shall include the following:
2.5.1.1 A list of all documents used in preparation of the Control Estimate, identified by title, date and originator;
2.5.1.2 A list of the clarifications and assumptions made by the CM@Risk in the preparation of the Control Estimate, including assumptions made, to
supplement the information provided by Design Professional and contained in the Drawings and Specifications;
2.5.1.3 A summary of the estimated Cost of the Work organized by trade categories or systems (as mutually agreed in advance);
2.5.1.4 A summary report showing variances of the current summary line item totals from those in the previous Control Estimate (if any);
2.5.1.5 A detailed estimate of the Cost of the Work in the same format as the previous Control Estimate (if any); and
2.5.1.6 A detailed report showing variances of quantities, unit costs and line item totals from the previous Control Estimate (if any).
2.5.2 The Design Professional and CM@Risk shall reconcile any disagreements on the estimate to arrive at an agreed Control Estimate for that phase
of design. If no consensus is reached, the City will make the final determination. If any Control Estimate submitted to the City exceeds previously
accepted Control Estimate, or the City’s then current Project Budget, the CM@Risk shall make appropriate recommendations of methods and
materials to the City and Design Professional that it can demonstrate will bring the project back in line with the Project Budget.
2.5.3 In between Control Estimates, the CM@Risk shall periodically provide a cost tracking report which identifies, by line item, the order of magnitude
of cost impact(s) due to, without limitation, design development, value engineering, scope changes, or changes in the marketplace. It shall be the
responsibility of the CM@Risk to keep the City and Design Professional informed as to the trend changes in costs relative to the most recently
approved Control Estimate and the City’s budget.
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2.5.4 If requested by the City, the CM@Risk shall prepare a preliminary “cash flow” projection based upon the latest Control Estimate and the most
current CM@Risk’s schedule to assist the City in the financing process.
2.6 GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS
2.6.1 GMP Proposal Format and Timing
2.6.1.1 The proposed GMP for the entire Work (or portions thereof) will be presented in a format acceptable to the City (see Exhibit “B” attached).
CM@Risk must verify with the City the current Exhibit B requirements and procedures when entering into these services.
2.6.1.2 The City may request a GMP Proposal for all or any portion of the Project and at any time during the design phase. Any GMP Proposals submitted
by the CM@Risk will be based on and consistent with the most current Control Estimate and cost tracking report at the time of the request, and
include updated information for any new clarifications or new assumptions upon which the GMP Proposal(s) are based.
2.6.2 Guaranteed Maximum Price is comprised of the following not-to-exceed cost reimbursable or lump sum amounts defined below.
2.6.2.1 Any costs which comprise the Cost of Work, which are also set forth in the Exhibit "Y" – General Conditions Costs, shall not exceed the total
amount shown in aggregate therein for such expenditures. However, any single line item in General Conditions, with the sole exceptions of those
included in "Weather Protection" and "Travel and Subsistence", may be exceeded if offset by the aggregate of corresponding or greater
underages at other line items, and the total cost for General Conditions is not exceeded.
2.6.2.2 The Construction Fee is 3.5% of the Cost of the Work.
2.6.2.3 CM@Risk’s Contingency is an amount the CM@Risk may use under the following conditions: (1) at its discretion for increases in the Cost of the
Work, or (2) with written approval of the City for increases in General Condition Costs. CM@Risk’s Contingency is assumed to be a direct project
cost so will receive all markups at the time of GMP submission. Under no circumstance is the CM@Risk’s Construction Contingency to be used
by the Owner for increases in the scope, quality or quantity of the Work; nor by the CM@Risk for correcting nonconforming Work; Work items
discovered during the Construction Phase not to be coordinated among the Subcontractor’s scope of work due to an oversight of the CM@Risk;
or similar CM@Risk’s errors or omissions.
2.6.2.4 Taxes, if applicable, are deemed to include all sales, use, consumer, and other taxes which are legally enacted when negotiations of the GMP
were concluded, whether or not yet effective or merely scheduled to go into effect. Taxes are actual costs and are included as a Cost of the
Work.
2.6.3 Owner’s Contingency are funds to be used at the discretion of the Owner to cover any increases in Project costs that result from Owner directed
changes or unforeseen site conditions. Owner’s Contingency will be added to the GMP amount provided by the CM@Risk, the sum of which will
be the full contract price for construction. Markups for Construction Fee and taxes will be applied by the CM@Risk at the time that Owner’s
Contingency is used.
2.6.4 GMPs are cumulative including CM@Risk Contingency. The amount of CM@Risk Contingency for each GMP amendment will be negotiated
separately and shall reflect the CM@Risk’s risk from that point in the project forward.
2.6.5 The CM@Risk will prepare its GMP in accordance with the City’s request for GMP Proposal requirements based on the most current completed
plans and specifications at that time. The CM@Risk shall provide a list of drawings and specifications upon which its proposed GMP is based.
These documents will be identified as the GMP Plans and Specifications.
2.6.6 An updated/revised Project Schedule will be included with any GMP Proposal(s) that reflects the GMP Plans and Specifications. Any such Project
Schedule updates/revisions will continue to comply with the requirements of paragraph 2.3.
2.6.7 GMP savings resulting from a lower actual project cost than anticipated by the CM@Risk remaining at the end of the project will revert to City.
2.6.7.1 GMP Proposal(s) Review and Approval
2.6.7.2 The CM@Risk will meet with the City and Design Professional to review the GMP Proposal(s) and the written statement of its basis. As part of
the statement of basis, the CM@Risk shall identify and justify any costs that are significantly different than the latest cost estimate provided by the
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CM@Risk. In the event the City or Design Professional discovers inconsistencies or inaccuracies in the information presented, the CM@Risk
will make adjustments as necessary to the GMP Proposal, its basis or both.
2.6.7.3 The City upon receipt of any GMP proposal from the CM@Risk, may submit the GMP Plans and Specifications to an independent third party or
to the Design Professional for review and verification. The third party or Design Professional will develop an independent estimate of the Cost of
the Work and review the Project Schedule for the associated scope of the GMP Proposals.
2.6.7.4 If the CM@Risk GMP Proposal is greater than the independent third party or Design Professional’s estimate, the City may require the CM@Risk to reconfirm its GMP Proposal. The CM@Risk will accept the independent third party’s or Design Professional’s estimate for the Cost of Work as
part of his GMP or present a report within seven days of a written request to the City identifying, explaining, and substantiating the differences.
The CM@Risk may be requested to, or at its own discretion, submit a revised GMP Proposal for consideration by the City. At that time, the City
may do one of the following.
(a) Accept the CM@Risk original or revised GMP Proposal, if within the City’s budget, without comment.
(b) Accept the CM@Risk original or revised GMP Proposal that exceeds the City’s budget and indicate in writing to the CM@Risk that the
Project Budget has been increased to fund the differences.
(c) Reject the CM@Risk’s original or revised GMP Proposal because it exceeds the City’s budget, and/or the independent third parties or Design
Professional’s estimate, in which event, the City may terminate this Contract and/or elect to not enter into a separate contract with the
CM@Risk for the construction phase associated with the scope of Work reflected in the GMP Proposal.
2.6.7.5 If during the review and negotiation of GMP Proposals design changes are required, the City will authorize and cause the Design Professional
to revise the Construction Documents to the extent necessary to reflect the agreed-upon assumptions and clarifications contained in the final
approved GMP Proposal. Such revised Construction Documents will be furnished to the CM@Risk. The CM@Risk will promptly notify the Design
Professional and City in writing if any such revised Construction Documents are inconsistent with the agreed-upon assumptions and clarifications.
2.7 MAJOR SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS
2.7.1 The selection of major Subcontractors and major Suppliers may occur prior to submission of a GMP Proposal. Major Subcontractors may be
selected based on qualifications or a combination of qualifications and price. Subcontractors shall not be selected based on price alone. Except
as noted below, the selection of major Subcontractors/Suppliers is the responsibility of the CM@Risk. In any case, the CM@Risk is solely
responsible for the performance of the selected Subcontractors/Suppliers.
2.7.1.1 The CM@Risk will prepare a Subcontractor/Supplier selection plan and submit the plan to the City for approval. This subcontractor selection
plan shall identify those subcontractor trades anticipated to be pre-qualified by qualifications and competitive bid in accordance with Section
2.7.2 and subcontractor trades will not be pre-qualified through a formalized qualifications-based selection process (competitively bid only). The
subcontractor selection plan must be consistent with the selection requirements included in this Contract and the provisions of Chapter 2269 of
the Texas Government Code.
2.7.2 Selection by qualifications and competitive bid - The CM@Risk shall apply the subcontractor selection plan in the evaluation of the qualifications
of a Subcontractor(s) or Supplier(s) and provide the City with its process to prequalify prospective subcontractors and suppliers. All Work for major
Subconsultants and major Suppliers shall then be competitively bid to the prequalified Subcontractors. Competitive bids may occur prior to or after
the GMP Proposal(s).
2.7.2.1 The CM@Risk will develop Subcontractor and Supplier interest, submit the names of a minimum of three qualified Subcontractors or Suppliers
for each trade in the Project for approval by the City and solicit bids for the various Work categories. If there are not three qualified
Subcontractors/Suppliers available for a specific trade or there are extenuating circumstances warranting such, the CM@Risk may request
approval by the City to submit less than three names. Without prior written notice to the City, no change in the recommended
Subcontractors/Suppliers will be allowed.
2.7.2.2 If the City objects to any nominated Subcontractor/Supplier or to any recommended self-performed Work bidding opportunities for good reason,
the CM@Risk will nominate a substitute Subcontractor/Supplier that is acceptable to the City.
2.7.2.3 The CM@Risk will advertise and distribute Drawings and Specifications, and when appropriate, conduct a prebid conference with prospective
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Subcontractors and Suppliers.
2.7.2.4 If the CM@Risk or a Related Party desires to self-perform certain portions of the Work, it will request to be one of the approved Subcontractor
bidders for those specific bid packages. The CM@Risk’s bid will be due to the City one full business day before the date and time specified for
the other subcontractors’ bids to be due, and then evaluated in accordance with the process identified below. If events warrant and the City
concurs that in order to ensure compliance with the Project Schedule and/or cost, or if a Subcontractor is terminated the CM@Risk may self-
perform Work without re-bidding the Work.
2.7.2.5 If after the CM@Risk having followed the stipulations in this Agreement, any of the costs to be reimbursed are contemplated to arise from a
transaction between the CM@Risk and a Related Party, the CM@Risk shall notify the Owner of the specific nature of the contemplated
transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or
cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a
cost to be reimbursed, and the CM@Risk shall procure the Work, equipment, goods, or service, from the Related Party, as a Subcontractor. If
the Owner fails to authorize the transaction in writing, the CM@Risk shall procure the Work, equipment, goods, or service from some person or
entity other than a Related Party.
2.7.2.6 The CM@Risk shall request the pre-qualified subcontractors to provide a detailed bid for the services requested. The subcontractor bid, provided on the
subcontractors’ letterhead or the CM@Risk’s bid form, shall contain sufficient information (i.e. assumptions, clarifications, exclusions and/or unit
costs/amounts) to allow an evaluation of the reasonableness of bid costs. The CM@Risk shall receive, open, record and evaluate the bids. The apparent
low bidders will be interviewed to determine the responsiveness of their proposals. In evaluating the responsiveness of bid proposals the CM@Risk, in
addition to bid price, may consider the following factors: past performance on similar projects, financial soundness; qualifications and experience of
personnel assigned, quality management plan, approach or understanding of the Work to be performed, and performance schedule to complete the Work.
The final evaluation of Subcontractor/Supplier bids will be done with the City Representative in attendance to observe and witness the process. The
CM@Risk will resolve any Subcontractor/Supplier bid withdrawal, protest or disqualification in connection with the award at no increase in the Cost of the
Work.
2.7.2.7 Any portion of the CM@Risk’s evaluation of Subcontractor and supplier bids by the CM@Risk may be attended by the Design Professional and City,
at their option, and they will be given compete access to all aspects of the process. Such participation by the Design Professional and City, or their
receipt of copies of Subcontractors’ and suppliers’ bids and proposals shall not impose any burden of review or analysis on them or relieve the
CM@Risk of its sole responsibility for the CM@Risk’s, Subcontractors’ and suppliers’ performance under this Agreement.
2.7.3 The CM@Risk will be required to prepare two different reports on the subcontracting process.
2.7.3.1 Within fifteen Days after each major Subcontractor/Supplier bid opening process, the CM@Risk will prepare a report for the City’s review and approval
identifying the recommended Subcontractors/Supplier for each category of Work. The report will provide (a) the name of the recommended
Subcontractor/Supplier and the amount of the Subcontractor/Supplier bid for each subagreement, (b) the sum of all recommended Subcontractor/Supplier
bids received, (c) a copy of the bids received from each Subcontractor, and (d) trade work and its cost that the CM@Risk intends to self-perform, if any.
2.7.3.2 Upon completion of the Subcontractor/Supplier bidding process, the CM@Risk shall submit a summary report to the City of the entire
Subcontractor/Supplier selection process. The report will indicate, by bid process, all Subcontractors/Suppliers contacted to determine interest,
the Subcontractors/Suppliers solicited, the bids received, and costs negotiated, and the recommended Subcontractors/Suppliers for each
category of Work.
2.7.4 The approved Subcontractors/Suppliers will provide a Schedule of Values that reflects their final accepted bid proposal, which will be used to
create the overall Project Schedule of Values.
2.7.5 If after receipt of sub-bids or after award of Subcontractors and Suppliers, the City objects to any nominated Subcontractor/Supplier or to any self-performed
Work for good reason, the CM@Risk will nominate a substitute Subcontractor or Supplier, preferably, if such option is still available, from those who
submitted Subcontractor bids for the Work affected. Once such substitute Subcontractors and Suppliers are consented to by the City, the CM@Risk's
proposed GMP for the Work or portion thereof will be correspondingly adjusted to reflect any higher or lower costs from any such substitution.
2.7.6 Promptly after receipt of the Notice of Intent to Award, the City will conduct a pre-award conference with the CM@Risk and other Project Team members.
At the pre-award conference, the CM@Risk will (a) review the nominated slate of Subcontractors and Suppliers and discuss any concerns with or
objections that the City has to any nominated Subcontractor or Supplier; (b) discuss City concerns relating to any proposed self- performed Work; (c)
review the CM@Risk’s proposed Contract Price for the Work during the construction phase; (d) discuss the conditions, if any, under which the City will
agree to leave any portion of the remaining CM@Risk Contingency within the Contract Price for the construction phase Work; (e) resolve possible time
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frames for the Date of commencement of the Contract Time for the construction phase Work; (f) schedule the pre-construction conference; and (g) discuss
other matters of importance.
ARTICLE 3 – PERIOD OF SERVICES
3.1 The design phase services described in this Contract will be performed by CM@Risk in accordance with the most current update/revised Project
Schedule. Failure on the part of the CM@Risk to adhere to the Project Schedule requirements for activities for which it is responsible will be sufficient grounds for termination of this Contract by the City.
3.1.1 Upon failure to adhere to the approved schedule, City may provide written notice to CM@Risk that it intends to terminate the Agreement unless
the problem cited is cured, or commenced to be cured, within three days of CM@Risk’s receipt of such notice.
3.2 If the date of performance of any obligation or the last day of any time period provided for herein should fall on a Saturday, Sunday, or holiday for
the City, then said obligation will be due and owing, and said time period will expire, on the first day thereafter which is not a Saturday, Sunday or
legal City holiday. Except as may otherwise be set forth herein, any performance provided for herein will be timely made if completed no later than
5:00 p.m. (Denton time) on the day of performance.
ARTICLE 4 – CONTRACT AMOUNT AND PAYMENTS
4.1 CONTRACT AMOUNT
4.1.1 Based on the design phase services fee proposal submitted by the CM@Risk and accepted by the City (which by reference is made a part of
this Contract); the City will pay the CM@Risk a lump sum fee in the amount of $25,000.
Total Contract Amount, not to exceed, $25,000
4.2 PAYMENTS
4.2.1 Requests for monthly payments by the CM@Risk for design phase services will be submitted in a form acceptable to the City and will be accompanied by a progress report, detailed invoices and receipts, if applicable. Any requests for payment will include, as a minimum, a narrative
description of the tasks accomplished during the billing period, a listing of any Deliverables submitted, and copies of any Subconsultants’ requests
for payment, plus similar narrative and listings of Deliverables associated with their Work. Payment for services negotiated as a lump sum shall
be made in accordance with the percentage of work completed during the preceding month. Services negotiated as a not-to-exceed fee will be paid
in accordance with the work effort expended on that service during the preceding month.
4.2.2 The fees for additional design phase services provided by the CM@Risk and any Subcontractors or Subconsultants will be based upon the
hourly rate schedule included as Exhibit B, attached.
4.2.3 The CM@Risk will pay all sums due Subconsultants for services and reimbursable expenses within 10 calendar days after the CM@Risk has
received payment for those services from the City. In no event will the City pay more than 95 percent of the Contract Amount until final acceptance
of all design phase services, and award of the final approved GMP for the entire Project by City Council.
4.2.4 THE CM@RISK AGREES THAT NO CHARGES OR CLAIMS FOR COSTS OR DAMAGES OF ANY TYPE WILL BE MADE BY IT FOR ANY DELAYS OR HINDRANCES
BEYOND THE REASONABLE CONTROL OF THE CITY DURING THE PROGRESS OF ANY PORTION OF THE SERVICES SPECIFIED IN THIS CONTRACT. SUCH DELAYS
OR HINDRANCES, IF ANY, WILL BE SOLELY COMPENSATED FOR BY AN EXTENSION OF TIME FOR SUCH REASONABLE PERIOD AS MAY BE MUTUALLY AGREED
BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED, HOWEVER, THAT PERMITTING THE CM@RISK TO PROCEED TO COMPLETE ANY SERVICES, IN
WHOLE OR IN PART AFTER THE DATE TO WHICH THE TIME OF COMPLETION MAY HAVE BEEN EXTENDED, WILL IN NO WAY ACT AS A WAIVER ON THE PART OF
THE CITY OF ANY OF ITS LEGAL RIGHTS HEREIN.
4.2.5 If any service(s) executed by the CM@Risk is abandoned or suspended in whole or in part, for a period of more than 180 days through no fault of
the CM@Risk, the CM@Risk is to be paid for the services performed prior to the abandonment or suspension.
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ARTICLE 5 - CITY'S RESPONSIBILITIES
5.1 The City, at no cost to the CM@Risk, will furnish the following information:
5.1.1 One copy of data the City determines pertinent to the work. However, the CM@Risk will be responsible for searching the records and requesting
information it deems reasonably required for the Project.
5.1.2 All available data and information pertaining to relevant policies, standards, criteria, studies, etc.
5.1.3 The name of the City employee or City’s representative who will serve as the Project Manager during the term of this Contract. The Project
Manager has the authority to administer this Contract and will monitor the CM@Risk’s compliance with all terms and conditions stated herein.
All requests for information from or decisions by the City on any aspect of the work or Deliverables will be directed to the Project Manager.
5.2 The City additionally will:
5.2.1 Contract separately with one or more design professionals to provide architectural and/or engineering design services for the Project. The scope
of services for the Design Professional will be provided to the CM@Risk for its information. The CM@Risk will have no right, to limit or restrict
any changes of such services that are otherwise mutually acceptable to the City and Design Professional.
5.2.2 Supply, without charge, all necessary copies of programs, reports, drawings, and specifications reasonably required by the CM@Risk except for
those copies whose cost has been reimbursed by the City.
5.2.3 Provide the CM@Risk with adequate information in its possession or control regarding the City’s requirements for the Project.
5.2.4 Give prompt written notice to the CM@Risk when the City becomes aware of any default or defect in the Project or non-conformance with the
Drawings and Specifications, or any of the services required hereunder. Upon notice of failure to perform, the City may provide written notice to
CM@Risk that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within three days of
CM@Risk’s receipt of such notice.
5.2.5 Notify the CM@Risk of changes affecting the budget allocations or schedule.
5.3 The City’s Project Manager will have authority to approve the Project Budget and Project Schedule, and render decisions and furnish information
the City’s Project Manager deems appropriate to the CM@Risk.
ARTICLE 6 – CONTRACT CONDITIONS
6.1 PROJECT DOCUMENTS AND COPYRIGHTS
6.1.1 City Ownership of Project Documents: All work products (electronically or manually generated) including but not limited to: cost estimates, studies,
design analyses, Computer Aided Drafting and Design (CADD) digital files, and other related documents which are prepared specifically in the
performance of this Contract (collectively referred to as Project Documents) are to be and remain the property of the City and are to be delivered
to the Project Manager before the final payment is made to the CM@Risk. Nonetheless, in the event these Projects Documents are altered,
modified or adapted without the written consent of the CM@Risk, which consent the CM@Risk will not unreasonably withhold, the City agrees to
hold the CM@Risk harmless to the extent permitted by law, from the legal liability arising out of and or resulting from the City’s alteration,
modification or adaptation of the Project Documents.
6.1.2 CM@Risk to Retain Copyrights: The copyrights, patents, trade secrets or other intellectual property rights associated with the ideas, concepts,
techniques, inventions, processes or works of authorship developed or created by the CM@Risk, its Subconsultants or personnel, during the
course of performing this Contract or arising out of the Project will belong to the CM@Risk, but will remain available for use by the City for this
Project under the terms of this Contract.
6.1.3 License to City for Reasonable Use: The CM@Risk hereby grants, and will require its Subconsultants to grant, a license to the City, its agents, employees, and representatives for an indefinite period of time to reasonably use, make copies, and distribute as appropriate the Project
Documents, works or Deliverables developed or created for the Project and this Contract. This license will also include the making of derivative
works. In the event that the derivative works require the City to alter or modify the Project Documents, then paragraph 6.1.1 applies.
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6.1.4 Documents to Bear Seal: When applicable and required by state law, the CM@Risk and its Subconsultants will endorse by a Texas professional
seal all plans, works, and Deliverables prepared by them for this Contract.
6.2 COMPLETENESS AND ACCURACY OF CM@RISK'S WORK
6.2.1 The CM@Risk will be responsible for the completeness and accuracy of its reviews, reports, supporting data, and other design phase
Deliverables prepared or compiled pursuant to its obligations under this Contract and will at its sole own expense correct its work or Deliverables.
Any damage incurred by the City as a result of additional construction cost caused by such willful or negligent errors, omissions or acts shall be
chargeable to the CM@Risk to the extent that such willful or negligent errors, omissions and acts fall below the standard of care and skill that a
professional CM@Risk in Denton, Texas would exercise under similar conditions. The fact that the City has accepted or approved the CM@Risk’s
work or Deliverables will in no way relieve the CM@Risk of any of its responsibilities under the Contract, nor does this requirement to correct the
work or Deliverable constitute a waiver of any claims or damages otherwise available by law or Contract to the City. Correction of errors,
omissions and acts discovered on architectural or engineering plans and specifications shall be the responsibility of the Design Professional.
6.3 ALTERATION IN CHARACTER OF WORK
6.3.1 In the event an alteration or modification in the character of Work or Deliverable results in a substantial change in this Contract, thereby materially
increasing or decreasing the scope of services, cost of performance, or Project Schedule, the Work or Deliverable will nonetheless be performed
as directed by the City. However, before any altered or modified Work begins, a Change Order or amendment will be approved and executed by
the City and the CM@Risk. Such Change Order or amendment will not be effective until approved by the City.
6.3.2 Additions to, modifications, or deletions from the Project provided herein may be made, and the compensation to be paid to the CM@Risk may
accordingly be adjusted by mutual agreement of the contracting parties.
6.3.3 No claim for extra work done or materials furnished by the CM@Risk will be allowed by the City except as provided herein, nor will the CM@Risk
do any work or furnish any material(s) not covered by this Contract unless such work or material is first authorized in writing. Work or material(s)
furnished by the CM@Risk without such prior written authorization will be the CM@Risk’s sole jeopardy, cost, and expense, and the CM@Risk
hereby agrees that without prior written authorization no claim for compensation for such work or materials furnished will be made.
6.4 DATA CONFIDENTIALITY
6.4.1 As used in the Contract, data means all information, whether written or verbal, including plans, photographs, studies, investigations, audits,
analyses, samples, reports, calculations, internal memos, meeting minutes, data field notes, work product, proposals, correspondence, and any
other similar documents or information prepared by or obtained by the CM@Risk in the performance of this Contract.
6.4.2 The parties agree that all data, including originals, images, and reproductions, prepared by, obtained by, or transmitted to the CM@Risk in
connection with the CM@Risk’s performance of this Contract is confidential and proprietary information belonging to the City to the extent allowed
by Texas law.
6.4.3 The CM@Risk will not divulge data to any third party without prior written consent of the City. The CM@Risk will not use the data for any
purposes except to perform the services required under this Contract. These prohibitions will not apply to the following data:
6.4.3.1 Data which was known to the CM@Risk prior to its performance under this Contract unless such data was acquired in connection with work
performed for the City.
6.4.3.2 Data which was acquired by the CM@Risk in its performance under this Contract and which was disclosed to the CM@Risk by a third party,
who to the best of the CM@Risk’s knowledge and belief, had the legal right to make such disclosure and the CM@Risk is not otherwise required
to hold such data in confidence; or
6.4.3.3 Data, which is required to be disclosed by the CM@Risk by virtue of law, regulation, or court, including but not limited to the Texas Public
Information Act, Texas Government Code Chapter 552.
6.4.4 In the event the CM@Risk is required or requested to disclose data to a third party, or any other information to which the CM@Risk became
privy as a result of any other contract with the City, the CM@Risk will first notify the City as set forth in this Article of the request or demand for
the data. The CM@Risk will timely give the City sufficient facts, such that the City can have a meaningful opportunity to either first give its consent
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or take such action that the City may deem appropriate to protect such data or other information from disclosure.
6.4.5 The CM@Risk, unless prohibited by law, within ten calendar days after completion of services for a third party on real or personal property owned
or leased by the City, will promptly deliver, as set forth in this section, a copy of all data to the City. All data will continue to be subject to the
confidentiality agreements of this Contract.
6.4.6 The CM@Risk assumes all liability for maintaining the confidentiality of the data in its possession and agrees to compensate the City if any of the
provisions of this section are violated by the CM@Risk, its employees, agents or Subconsultants. Solely for the purposes of seeking injunctive
relief, it is agreed that a breach of this section will be deemed to cause irreparable harm that justifies injunctive relief in court.
6.5 PROJECT STAFFING
6.5.1 Prior to the start of any work or Deliverable under this Contract, the CM@Risk will submit to the City, an organization chart for the CM@Risk staff
and Subconsultants and detailed resumes of key personnel listed in its response to the City’s Request for Qualifications or subsequent fee
proposals (or revisions thereto), that will be involved in performing the services prescribed in the Contract. Unless, otherwise informed, the City
hereby acknowledges its acceptance of such personnel to perform such services under this Contract. In the event the CM@Risk desires to
change such key personnel from performing such services under this Contract, the CM@Risk will submit the qualifications of the proposed
substituted personnel to the City for prior approval. Key personnel will include, but are not limited to, principal-in-charge, project manager,
superintendent, project director or those persons specifically identified to perform services of cost estimating, scheduling, value engineering, and
procurement planning.
6.5.2 The CM@Risk will maintain an adequate number of competent and qualified persons, as determined by the City, to ensure acceptable and timely
completion of the scope of services described in this Contract throughout the period of those services. If the City objects, with reasonable cause,
to any of the CM@Risk’s staff, the CM@Risk will take prompt corrective action acceptable to the City and, if required, remove such personnel
from the Project and replace with new personnel acceptable to the City.
6.6 INDEPENDENT CONTRACTOR
6.6.1 The CM@Risk is and will be an independent contractor and whatever measure of control the City exercises over the work or Deliverable pursuant
to the Contract will be as to the results of the work only. No provision in this Contract will give or be construed to give the City the right to direct the
CM@Risk as to the details of accomplishing the work or Deliverable. These results will comply with all applicable laws and ordinances.
6.7 SUBCONSULTANTS
6.7.1 Prior to beginning the work or Deliverable, the CM@Risk will furnish the City for approval, the names of all Subconsultants, if any, to be used on
this Project. Subsequent changes are subject to the approval of the City.
6.8 TERMINATION
6.8.1 At the time of City Council has authorized all construction phase services for this Project, this Preconstruction Phase Contract shall terminate.
6.8.2 The City and the CM@Risk hereby agree to the full performance of the covenants contained herein, except that the City reserves the right, at its
discretion and without cause, to terminate or abandon any or all services provided for in this Contract, or abandon any portion of the Project for
which services have been performed by the CM@Risk.
6.8.3 In the event the City abandons any or all of the services or any part of the services as herein provided, the City will so notify the CM@Risk in
writing, and the CM@Risk will immediately after receiving such notice is to discontinue advancing the Work specified under this Contract and
mitigate the expenditure, if any, of costs resulting from such abandonment or termination.
6.8.4 The CM@Risk, upon such termination or abandonment, will promptly deliver to the City all reports, estimates and other work or Deliverable
entirely or partially completed, together with all unused materials supplied by the City.
6.8.5 The CM@Risk will appraise the work completed and submit an appraisal to the City for evaluation. The City will have the right to inspect the
CM@Risk's work or Deliverable to appraise the work completed.
6.8.6 The CM@Risk will receive compensation in full for services satisfactorily performed to the date of such termination and the reasonable costs and
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expenses attributable to such termination. The fee will be paid in accordance with Article 4 of this Contract and will be an amount mutually agreed
upon by the CM@Risk and the City. If there is no mutual agreement, the final determination will be made in accordance with paragraph 6.9,
"Disputes". However, in no event will the fee exceed that set forth in Article 4 or as amended in accordance with paragraph 6.3, “Alteration in
Character of Work”. The City will make the final payment within sixty Days after the CM@Risk has delivered the last of the partially or otherwise
completed work items and the final fee has been agreed upon.
6.9 DISPUTES
6.9.1 In any unresolved dispute arising out of an interpretation of this Contract or the duties required therein, the final determination at the administrative
level will be made by the City Manager or their designee.
6.10 WITHHOLDING PAYMENT
6.10.1 The City reserves the right to withhold funds from the City’s progress payments up to the amount equal to the claims the City may have against
the CM@Risk, until such time that a settlement on those claims has been reached.
6.11 RECORDS/AUDIT
6.11.1 Records of the CM@Risk’s direct personnel payroll, reimbursable expenses pertaining to this Project, and records of accounts between the City
and CM@Risk will be kept on a generally recognized accounting basis and shall be available for up to three years following final completion of
the Project. The City, its authorized representative, and/or the appropriate federal agency, reserve the right to audit the CM@Risk’s records to
verify the accuracy and appropriateness of all pricing data, including data used to negotiate this Contract and any Change Orders. The City
reserves the right to decrease Contract Amount and/or payments made on this Contract if, upon audit of the CM@Risk’s records, the audit
discloses the CM@Risk has provided false, misleading, or inaccurate cost and pricing data.
6.11.2 The CM@Risk will include a provision similar to paragraph 6.11.1 in all of its agreements with Subconsultants, Subcontractors, and Suppliers
providing services under this Contract to ensure the City, its authorized representative, and/or the appropriate federal agency, has access to the
Subconsultants’, Subcontractors’, and Suppliers’ records to verify the accuracy of cost and pricing data. The City reserves the right to decrease Contract Amount and/or payments made on this Contract if the above provision is not included in Subconsultant, Subcontractor, and Supplier
contracts, and one or more of those parties do not allow the City to audit their records to verify the accuracy and appropriateness of pricing data.
6.12 INDEMNIFICATION
CM@RISK AGREES TO INDEMNIFY AND HOLD HARMLESS THE CITY OF DENTON, ITS OFFICERS,
AGENTS AND EMPLOYEES, AND ANY JURISDICTION OR AGENCY ISSUING PERMITS FOR ANY WORK
INCLUDED IN THE PROJECT, THEIR OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES, (HEREINAFTER
REFERRED TO AS “INDEMNITEES”, FROM ALL SUITS AND CLAIMS, INCLUDING ATTORNEY’S FEES AND
COST OF LITIGATION, ACTIONS, LOSS, DAMAGE, EXPENSE, COST OR CLAIMS OF ANY CHARACTER
OR ANY NATURE ARISING OUT OF THE WORK DONE IN FULFILLMENT OF THE TERMS OF THE
CONTRACT DOCUMENTS OR ON ACCOUNT OF ANY ACT, CLAIM OR AMOUNT ARISING OR RECOVERED
UNDER WORKER’S COMPENSATION LAW OR ARISING OUT OF THE FAILURE OF THE CM@RISK, ITS
OFFICERS, EMPLOYEES, AGENTS, OR ITS SUBCONTRACTORS OR THE SUBCONTRACTORS’
OFFICERS, EMPLOYEES OR AGENTS, TO CONFORM TO ANY STATUTES, ORDINANCES, REGULATION,
LAW OR COURT DECREE. IT IS AGREED THAT THE CM@RISK WILL BE RESPONSIBLE FOR PRIMARY
LOSS INVESTIGATION, DEFENSE, AND JUDGMENT COSTS WHERE THIS INDEMNIFICATION PROVISION
APPLIES. IN CONSIDERATION OF THE AWARD OF THIS CONTRACT, THE CM@RISK AGREES TO WAIVE
ALL RIGHTS OF SUBROGATION AGAINST THE CITY, ITS OFFICIALS, OFFICERS, AGENTS AND
EMPLOYEES FOR LOSSES ARISING FROM THE WORK PERFORMED BY THE CM@RISK, ITS OFFICERS,
EMPLOYEES, AGENTS, OR ITS SUBCONTRACTORS OR THE SUBCONTRACTORS’ OFFICERS,
EMPLOYEES OR AGENTS, OR ITS SUBCONTRACTORS FOR THE CITY. THIS INDEMNIFICATION
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PROVISION IS SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR
PROVEN THAT ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN
PART, BY ANY ACT, OMISSION OR NEGLIGENCE OF THE CITY. THIS INDEMNIFICATION PROVISION IS
SPECIFICALLY INTENDED TO OPERATE AND BE EFFECTIVE EVEN IF IT IS ALLEGED OR PROVEN THAT
ALL OR SOME OF THE DAMAGES BEING SOUGHT WERE CAUSED, IN WHOLE OR IN PART, BY ANY ACT,
OMISSION OR NEGLIGENCE OF THE CITY.
6.13 NOTICES
6.13.1 Unless otherwise provided, any notice, request, instruction, or other document to be given under this Agreement by any party to any other party
shall be in writing and shall be delivered in person or by courier or facsimile transmission or mailed by certified mail, postage prepaid, return
receipt requested and shall be deemed given upon (a) confirmation of receipt of a facsimile transmission, (b) confirmed delivery by hand or
standard overnight mail, or (c) upon the expiration of three (3) business days after the day mailed by certified mail, as follows:
Or to other such place and with such other copies as either Party may designate as to itself by written notice to the other Party. Rejection, any
refusal to accept, or the inability to deliver because of changed address of which no notice was given shall be deemed to be receipt of the notice as
of the date of such rejection, refusal, or inability to deliver.
6.14 EQUAL OPPORTUNITY/AFFIRMATIVE ACTION
6.14.1 The CM@Risk will comply with the provisions of this Contract, pertaining to discrimination and accepting applications or hiring employees. The
CM@Risk will not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, gender,
national origin, age, or disability nor otherwise commit an unfair employment practice. The CM@Risk will take affirmative action to ensure that
applicants are employed, and employees are dealt with during employment, without regard to their race, color, religion, gender or national origin,
age or disability. Such action will include but not be limited to the following: employment, promotion, demotion or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship as
well as all other labor organizations furnishing skilled, unskilled and union labor, or who may perform any such labor or services in connection
with this Contract. The CM@Risk further agrees that this clause will be incorporated in all Subcontracts, and Subconsultants and Suppliers
contracts associated with the Project and entered into by the CM@Risk.
6.15 COMPLIANCE WITH FEDERAL LAWS
6.15.1 The CM@Risk understands and acknowledges the applicability of the Americans With Disabilities Act, the Immigration Reform and Control Act of
1986 and the Drug Free Workplace Act of 1989 to it. The CM@Risk agrees to comply with these and all laws in performing this Contract and to
permit the City to verify such compliance.
6.16 CONFLICT OF INTEREST
To City: City of Denton
Purchasing Manager – File 8557 901B Texas Street Denton, TX 76201 To CM@Risk Hill & Wilkinson Construction Group, Ltd.
Attn: Zac Ostrom
2703 Telecom Parkway, Suite 120 Richardson, TX 75082
Copy to: Design Professional Parkhill, Smith & Cooper, Inc.
Attn: Kelly Hill
4222 85th St.
Lubbock, TX 79423
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6.16.1 To evaluate and avoid potential conflicts of interest, the CM@Risk will provide written notice to the City, as set forth in this section, of any work or
services performed by the CM@Risk for third parties that may involve or be associated with any real property or personal property owned or leased
by the City. Such notice will be given seven business days prior to commencement of the Project by the CM@Risk for a third party, or seven
business days prior to an adverse action as defined below. Written notice and disclosure will be sent to:
City of Denton
Attn: Purchasing Manager – Contract 8557
Purchasing
901B Texas Street
Denton, TX 76209
6.16.2 Actions considered to be adverse to the City under this Contract include but are not limited to:
(a) Using data as defined in the Contract, acquired in connection with this Contract to assist a third party in pursuing administrative or judicial
action against the City.
(b) Testifying or providing evidence on behalf of any person in connection with an administrative or judicial action against the City; and
(c) Using data to produce income for the CM@Risk or its employees independently of performing the services under this Contract, without the
prior written consent of the City.
6.16.3 The CM@Risk represents that except for those persons, entities and projects previously identified in writing to the City, the services to be
performed by the CM@Risk under this Contract are not expected to create an interest with any person, entity, or third party project that is or may
be adverse to the interests of the City.
6.16.4 The CM@Risk’s failure to provide a written notice and disclosure of the information as set forth in this section will constitute a material breach of
this Contract.
6.17 CONTRACTOR'S LICENSE
6.17.1 Prior to award of the Contract, the CM@Risk must provide to the City’s Project Manager, its Contractor's License Classification and number, if
any, and its Federal Tax I.D. number.
6.18 SUCCESSORS AND ASSIGNS
6.18.1 The City and the CM@Risk will each bind itself, and their partners, successors, assigns, and legal representatives to the other party to this
Contract and to the partners, successors, assigns, and legal representatives of such other party in respect to all covenants of this Contract.
Neither the City nor the CM@Risk will assign, sublet, or transfer its interest in this Contract without the written consent of the other. In no event
will any contractual relation be created or be construed to be created as between any third party and the City.
6.19 FORCE MAJEURE
6.19 The City of Denton, the CM@Risk, and any Subcontractors shall not be responsible for performance under this Contract should it be prevented
from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of
the City of Denton, the CM@Risk, and any Subcontractors. In the event of an occurrence under this Section, the City of Denton, the CM@Risk,
and any Subcontractors will be excused from any further performance or observance of the requirements so affected for as long as such
circumstances prevail and the City of Denton, the CM@Risk, and any Subcontractors continues to use commercially reasonable efforts to
recommence performance or observance whenever and to whatever extent possible without delay. The CM@Risk and any Subcontractors shall
immediately notify the City of Denton Project Manager by telephone (such telephone notice to be confirmed in writing within two (2) calendar
days of the inception of such occurrence). A detailed report describing at a reasonable level of detail the circumstances causing the non-
performance or delay in performance shall follow not later than five (5) calendar days from the first telephone notice to the City.
6.20 COVENANT AGAINST CONTINGENT FEES
6.20.1 The CM@Risk warrants that no person has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a
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commission, percentage, brokerage, or contingent fee, and that no member of the City Council, or any employee of the City of Denton has any
interest, financially, or otherwise, in the firm. The City of Denton will in the event of the breach or violation of this warranty, have the right to annul
this Contract without liability, or at its discretion to deduct from the Contract Amount or consideration, the full amount of such commission,
percentage, brokerage, or contingent fee.
6.21 NON-WAIVER PROVISION
6.21.1 The failure of either party to enforce any of the provisions of this Contract or to require performance by the other party of any of the provisions
hereof will not be construed to be a waiver of such provisions, nor will it affect the validity of this Contract or any part thereof, or the right of either
party to thereafter enforce each and every provision.
6.22 JURISDICTION
6.22.1 This Contract will be deemed to be made under and will be construed in accordance with and governed by the laws of the State of Texas, without
regard to the conflicts or choice of law provisions thereof. Under the provisions of Chapter 272 of the Texas Local Government Code, the City
has waived its immunity by entering into this Contract. However, the City’s sovereign immunity is waived only to the extent set forth by statute.
An action to enforce any provision of this Contract or to obtain any remedy with respect hereto will be brought and tried in the State District
Courts located in Denton County, Texas, and for this purpose, each party hereby expressly and irrevocably consents to the sole and exclusive
jurisdiction and venue of such Court.
6.23 SURVIVAL
6.23.1 All warranties, representations, and indemnifications by the CM@Risk will survive the completion or termination of this Contract.
6.24 MODIFICATION
6.24.1 No supplement, modification, or amendment of any term of this Contract will be deemed binding or effective unless in writing and signed by the
parties hereto and in conformation with provisions of this Contract, except as expressly provided herein to the contrary.
6.25 SEVERABILITY
6.25.1 If any provision of this Contract or the application thereof to any person or circumstance will be invalid, illegal or unenforceable to any extent, the
remainder of this Contract and the application thereof will not be affected and will be enforceable to the fullest extent permitted by law.
6.26 INTEGRATION
6.26.1 This Contract contains the full agreement of the parties hereto. Any prior or contemporaneous written or oral agreement between the parties
regarding the subject matter hereof is merged and superseded hereby.
6.27 TIME IS OF THE ESSENCE
6.27.1 Time of each of the terms, covenants, and conditions of this Contract is hereby expressly made of the essence.
6.28 THIRD PARTY BENEFICIARY
6.28.1 This Contract will not be construed to give any rights or benefits in the Contract to anyone other than the City and the CM@Risk. All duties and
responsibilities undertaken pursuant to this Contract will be for the sole and exclusive benefit of the City and the CM@Risk and not for the benefit
of any other party.
6.29 COOPERATION AND FURTHER DOCUMENTATION
6.29.1 The CM@Risk agrees to provide the City such other duly executed documents as may be reasonably requested by the City to implement the
intent of this Contract.
6.30 CONFLICT IN LANGUAGE
6.30.1 All work or Deliverables performed will conform to all applicable City of Denton codes, ordinances and requirements as outlined in this Contract. If
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there is a conflict in interpretation between provisions in this Contract and any Exhibits, the provisions in this Contract will prevail.
6.31 CITY’S RIGHT OF CANCELLATION
6.31.1 All parties hereto acknowledge that this Contract is subject to cancellation by the City of Denton pursuant to the provisions of Texas Local
Government Code Chapters 252 and 272, Texas Government Code Chapter 2269, and the general laws of the State of Texas.
6.32 CONFIDENTIALITY OF PLANS & SPECIFICATIONS
6.32.1 Any plans or specifications received by the CM@Risk regarding this project are for official use only. The CM@Risk may not share them with others
except as required to fulfill contract obligations with the City of Denton.
6.32.2 Any plans the CM@Risk generates must include the following statement in the Title Block on every page: “These plans are for Official use only and may not be shared with others except as required to fulfill the obligations of CM@Risk’s contract with the City of Denton. This document
must be kept secure at all times.”
6.33 Immigration Nationality Act. CM@Risk shall verify the identity and employment eligibility of its employees who perform work under this
Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, CM@Risk shall provide City with copies
of all I-9 forms and supporting eligibility documentation for each CM@Risk employee who performs work under this Agreement. CM@Risk 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
CM@Risk employee who is not legally eligible to perform such services. CM@RISK SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CM@Risk’s EMPLOYEES. City,
upon written notice to CM@Risk, shall have the right to immediately terminate this Agreement for violations of this provision by CM@Risk.
6.34 Prohibition on Contracts with Companies Boycotting Israel. CM@Risk 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, CM@Risk certifies that CM@Risk’s signature provides written verification to the City that CM@Risk: (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.
6.35 Prohibition on Contracts with Companies Boycotting Certain Energy Companies. CM@Risk 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, CM@Risk certifies that CM@Risk’s signature provides written
verification to the City that CM@Risk: (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.
6.36 Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations. CM@Risk 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, CM@Risk certifies that CM@Risk’s signature provides written verification to the City that CM@Risk: (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.
6.37 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, CM@Risk certifies that CM@Risk’s signature provides written verification to the City that
CM@Risk, 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
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requirements under this provision will be considered a material breach.
6.38 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 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 7 – INSURANCE REQUIREMENTS
The CM@Risk, Subcontractors and Subconsultants shall procure and maintain until all of their obligations have been discharged, including any warranty
periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the CM@Risk, its agents, representatives, employees, or Subconsultants.
The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract.
The City in no way warrants that the minimum limits contained herein are sufficient to protect the CM@Risk from liabilities that might arise out of the
performance of the work under this Contract by the CM@Risk, his agents, representatives, employees, or Subconsultants. CM@Risk is free to purchase
such additional insurance as may be determined necessary.
7.1 MINIMUM SCOPE AND LIMITS OF INSURANCE
7.1.1 CM@Risk will provide coverage at least as broad and with limits of liability not less than those stated below.
7.1.1.1 Commercial General Liability-Occurrence Form
Policy shall include bodily injury, property damage, broad form contractual liability and XCU coverage.
General Aggregate $2,000,000
Products-Completed Operations Aggregate $1,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
(a) The policy shall be endorsed to include the following additional insured language: “The City of Denton shall be named as an additional
insured with respect to liability arising out of the activities performed by, or on behalf of the CM@Risk”. Policy shall contain waiver of
subrogation against the City of Denton.
7.1.1.2 Automobile Liability
Bodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
(a) The policy shall be endorsed to include the following additional insured language: “The City of Denton shall be named as an additional
insured with respect to liability arising out of the activities performed by, or on behalf of the CM@Risk”, including automobiles owned, leased
or hired or borrowed by the CM@Risk”.
7.1.1.3 Workers Compensation and Employers Liability
Workers Compensation Statutory
Employers Liability
Each Accident $ 100,000
Disease – Each Employee $ 100,000 Disease – Policy Limit $ 500,000
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
(a) Policy shall contain waiver of subrogation against the City of Denton.
7.2 ADDITIONAL INSURANCE REQUIREMENTS
7.2.1 The policies shall include, or be endorsed to include, the following provisions.
7.2.2 On insurance policies where the City of Denton is named as additional insured, the City of Denton shall be an additional insured to the full limits
of liability purchased by the CM@Risk even if those limits of liability are in excess of those required by this Contract.
7.2.3 The CM@Risk’s insurance coverage shall be primary insurance and non-contributory with respect to all other available sources.
7.2.4 Coverage provided by the CM@Risk shall not be limited to the liability assumed under the indemnification provisions of this Contract.
7.2.5 PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR, SUBCONTRACTOR, or SUBCONSULTANT is a licensed or certified person who renders professional services, then
Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR, SUBCONTRACTOR, or SUBCONSULTANT
becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission
or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate.
7.3 SUBCONSULTANT INSURANCE
7.3.1 CM@Risk’s certificate(s) shall include all subcontractors as additional insureds under its policies or subconsultants shall maintain separate
insurance as determined by the CM@Risk, however, subconsultants limits of liability shall not be less than $1,000,000 per occurrence /
$2,000,000 aggregate.
7.4 NOTICE OF CANCELLATION
7.4.1 Each insurance policy required by the insurance provisions of this Contract will provide the required coverage and not be suspended, voided,
canceled, reduced in coverage or endorsed to lower limits except after thirty (30) days prior written notice has been given to the City. Such notice shall be sent by certified mail, return receipt requested and sent directly to the City’s Purchasing Manager at:
City of Denton
Attn: Purchasing Manager – Contract 8557
Purchasing
901B Texas Street
Denton, TX 76209
7.5 ACCEPTABILITY OF INSURERS
7.5.1 Insurance is to be placed with insurers duly licensed or approved unlicensed companies in the State of Texas, and with an “A.M. Best” rating of
not less than A-. The City in no way warrants that the above required minimum insurer rating is sufficient to protect the CM@Risk from potential
insurer insolvency.
7.6 VERIFICATION OF COVERAGE
7.6.1 The CM@Risk will furnish the City, Certificates of Insurance (ACORD form or equivalent approved by the City) as required by this Contract. The
certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf.
7.6.2 All certificates and endorsements are to be received and approved by the City before work commences. Each insurance policy required by this
Contract must be in effect at or prior to the earlier of commencement of work under this Contract and remain in effect for the duration of the Project.
Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of contract.
7.6.3 All certificates required by this Contract will be sent directly to the Engineering and Architectural Services Department Contracts Administration
Section contracts officer for this Project. The City project/contract number and project description shall be noted on the certificates of insurance.
The City reserves the right to require complete, certified copies of all insurance policies required by this Contract, at any time. DO NOT SEND
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
CERTIFICATES OF INSURANCE TO THE CITY’S RISK MANAGEMENT DIVISION.
7.7 APPROVAL
7.7.1 Any modification or variation from the insurance requirements in this Contract must be approved by the Law Department, whose decision will be
final. Such action will not require a formal contract amendment but may be made by administrative action.
This Contract will be in full force and effect only when it has been approved and executed by the duly authorized City officials.
IN WITNESS WHEREOF, the parties hereto have executed this Contract on .
CITY OF DENTON, TEXAS CM@Risk
BY: BY:
_____________________ _______________________
_____________________ _______________________
Printed Name Printed Name
_____________________ ________________________
Title Title
_________________________
Texas Ethics Commission
Certificate Number
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business
terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
Michael Oswald
CEO
Director of Capital Projects
Trevor Crain
Capital Projects
09/17/2024
2024-1193308
City Manager
Sara Hensley
8557 EXHIBIT A
DENTON WATER WORKS PARK RENOVATION
PROJECT SCOPE
Project scope objectives include the addition of an outdoor multi-use pool to be used for teaching,
lap swimming, and recreational use. The new pool will feature approximately 6 lanes. Second, the
existing children’s outdoor pool area will be taken off-line to install a new and larger structure. A
third primary program element includes construction of indoor/outdoor multi-purposes.
Additional project requirements and needs include the following:
• Replace and expand Admissions Office/First Aid/Gift Shop/Bathhouse and Lifeguard room
• New filtration room
• Outdoor shade structures and cabanas
• Existing pump room revitalization
• Ancillary irrigation and landscape improvements
• Selective replacement of existing adjacent hardscape components
• Improve security system
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
8557 EXHIBIT B – SUBMITTAL REQUIREMENTS FOR THE GMP
GMP submittal, one copy for review.
One printed, signed original copy and a digital copy in searchable PDF format will be requested by the City of Denton prior to
contract execution.
Table of Contents:
1. Scope of Work
2. Summary of the GMP
3. Schedule of Values – summary spreadsheet and backup documents
4. List of Plans and Specifications used for GMP Proposal
5. List of clarification and assumptions
6. Project Schedule
1. Scope of work will consist of a brief description of the work to be performed by CM@Risk and major points
that the CM@Risk and the City must be aware of pertaining to the scope. (normally one paragraph is
sufficient.)
2. A summary of the GMP with a total for each of the components of the GMP as listed in its definition in Article
1 as shown in the table below:
The general conditions fee includes bond and insurance cost. All costs should be listed individually for
future use.
PROJECT #: DATE:
PROJECT NAME:
GMP Summary AMOUNT
A. Cost of the Work (Labor, Materials, Equipment, Warranty) $
B. CM@Risk’s Contingency $
C. Additional Marketplace Risk Contingency $
INDIRECT COSTS RATE
D. Construction Fee 3.50% $
E. General Conditions $
E1 Payment and Performance Bond $
E2 Insurance $
E3 Two Year Maintenance Bond $
G. TOTAL GMP $
H. Owner’s Contingency $
I. Contract Amount $
Substantial Completion XXX Calendar Days
Final Completion XXX Calendar Days
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
(Do not acquire bond or insurance until notified by the City of Denton Project Manager.)
3. Schedule of Values – Spread sheet with the estimated bid or cost organized by subcontract categories,
allowances, bid contingency, general conditions costs, taxes, bonds, insurances, and the CM@Risk’s
construction phase fee. The supporting documents for the spreadsheet must be provided in an organized
manner that correlates with the schedule of values. The backup information shall consist of the request for
bids, bids received, and clarification s and assumptions used for each of the particular bid item listed on
the schedule of values, if applicable.
4. A final variance report shall also be provided, showing the delta between the CM@Risk’s most recent
Control Estimate and the proposed GMP items a level of detail acceptable to the City and their consultants.
5. A final variance report shall also be provided, showing the delta between the CM@Risk’s most recent
Control Estimate and the proposed GMP items a level of detail acceptable to the City and their consultants.
6. A list of the Plans and Specifications with latest issuance date including all addenda used in preparation of
the GMP proposal. The plans used for the GMP must be date stamped and signed by CM@Risk, Design
Consultant, and Project Manager using the format below.
Plans Used For Preparation of GMP No.
CM@Risk Date
Design Consultant Date
Project Manager Date
7. A list of the clarifications and assumptions made by the CM@Risk in the preparation of the GMP proposal,
to supplement the information contained in the documents.
8. A Critical Path Method (CPM) diagram construction schedule.
9. The CM@Risk shall provide any of the above submittals in their native file format (e.g. .docx, .xls. .xer, etc.) before GMP approval, when requested
by the City or their consultants.
10. The CM@Risk shall provide any of the above submittals in their native file format (e.g. .docx, .xls. .xer, etc.) before GMP approval, when requested
by the City or their consultants.
NOTE: The submittal package must be kept as simple as possible all on 8 ½ x 11 sheets. Color or shading
must be kept to a minimum. If used, make sure the color or shading will not affect the reproduction of the
submittal in black and white.
Final GMP submittal will consist of the following:
1. One printed copy of the GMP and one digital copy in searchable PDF format.
2. One copy of the plans and technical specifications used to arrive at the GMP (signed by Design
Professional, CM@Risk and City’s Project Manager).
For questions regarding the submittal requirements, please contact City of Denton Project Manager.
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
Docusign Envelope ID: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
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: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
Hill & Wilkinson Construction Group, Ltd.
Exhibit CIQ
8/1/2024
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: 83DEB6F5-A28A-4E4A-8003-C82C8DAFA7A8
Certificate Of Completion
Envelope Id: 83DEB6F5A28A4E4A8003C82C8DAFA7A8 Status: Completed
Subject: Please DocuSign: City Council Contract 8557 CMAR Water Works Park Renovation
Source Envelope:
Document Pages: 34 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: 198.49.140.104
Record Tracking
Status: Original
7/29/2024 3:42:16 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: 198.49.140.104
Sent: 7/29/2024 3:47:17 PM
Viewed: 7/29/2024 3:47:25 PM
Signed: 7/29/2024 3:48:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cori Power
cori.power@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/29/2024 3:48:18 PM
Viewed: 7/29/2024 3:56:40 PM
Signed: 7/29/2024 4:00:02 PM
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)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/29/2024 4:00:05 PM
Viewed: 7/30/2024 1:48:36 PM
Signed: 7/30/2024 1:50:30 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Michael Oswald
moswald@hwgc.com
CEO
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 107.77.197.37
Signed using mobile
Sent: 7/30/2024 1:50:34 PM
Resent: 8/1/2024 12:59:35 PM
Viewed: 8/1/2024 3:50:48 PM
Signed: 8/1/2024 3:53:27 PM
Electronic Record and Signature Disclosure:
Accepted: 7/30/2024 2:33:12 PM
ID: 690d971f-d400-4689-a1bb-cb855a558d0f
Signer Events Signature Timestamp
Trevor Crain
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: 174.246.137.42
Signed using mobile
Sent: 8/1/2024 3:53:31 PM
Viewed: 8/1/2024 3:54:10 PM
Signed: 8/1/2024 3:54:32 PM
Electronic Record and Signature Disclosure:
Accepted: 8/1/2024 3:54:10 PM
ID: 1480e21d-0e78-4f7f-8d17-b109d541c5d0
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 8/1/2024 3:54:36 PM
Viewed: 9/18/2024 9:00:33 AM
Signed: 9/18/2024 9:01:30 AM
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: 47.190.47.120
Signed using mobile
Sent: 9/18/2024 9:01:35 AM
Viewed: 9/18/2024 9:05:30 AM
Signed: 9/18/2024 9:05:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/18/2024 9:05:46 AM
Viewed: 9/18/2024 10:10:42 AM
Signed: 9/18/2024 10:11:09 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 7/29/2024 3:48:18 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: 8/1/2024 3:54:36 PM
Viewed: 8/1/2024 4:11:06 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/18/2024 10:11:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/29/2024 3:47:17 PM
Envelope Updated Security Checked 7/29/2024 3:59:15 PM
Certified Delivered Security Checked 9/18/2024 10:10:42 AM
Signing Complete Security Checked 9/18/2024 10:11:09 AM
Completed Security Checked 9/18/2024 10:11:13 AM
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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Michael Oswald, Trevor Crain
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
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
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To inform us that you no longer want to receive future notices and disclosures in electronic
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