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8147 - Amendment 1 Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Christina Dormady ------ 8147 Downtown Master Plan 1 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MEND COLLABORATIVE, INC. 8147 THIS FIRST AMENDMENT TO CONTRACT 8147 (this “Amendment”) by and between the City of Denton, Texas (“City”) and MEND COLLABORATIVE, INC (“Contractor”) to that certain contract executed on June 27, 2023, in the original not-to- exceed amount of $241,340 (the “Agreement”); for services related to the Downtown Master Plan. WHEREAS, the City deems it necessary to further expand the services provided by Contractor to the City pursuant to the terms of the Agreement, and to provide an additional not-to-exceed amount $5,680.00 with this First Amendment for an aggregate not-to-exceed amount of $247,020; and WHEREAS, this amendment incorporates any previously executed documents between the parties including but not limited to pricing adjustments. WHEREAS, the City deems it necessary to further expand the goods/services provided by Contractor to the City; and WHEREAS, the original not-to-exceed amount may not be increased by more than 25.0% as provided in Texas Local Government Code Sec. 252.048; and NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the “Parties”), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. This Amendment modifies the Agreement amount to provide an additional $5,680.00 for additional services and materials to be provided in accordance with the terms of the Agreement with a revised aggregate not-to-exceed total of $247,020.00. 2. The additional goods/services described in Exhibit “A” of this Amendment, attached hereto and incorporated herein for all purposes, for goods/services related to the community workshops that are a part of the Downtown Master Plan, are hereby authorized to be performed by Contractor. For and in consideration of the additional goods/services to be performed by Contractor, the City agrees to pay, based on the cost estimate detail attached as Exhibit “A”. The Parties hereto agree, that except as specifically provided for by this Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in the Agreement remain in full force and effect. DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 2 IN WITNESS WHEREOF, the City and the Contractor, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT “CONTRACTOR” MEND COLLABORATIVE, INC. By: _____________________________ AUTHORIZED SIGNATURE, TITLE “BUYER” CITY OF DENTON By: _____________________________ AUTHORIZED SIGNATURE, TITLE DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Director Development Services Scott McDonald Sept 13,2023 CONTRACT AGREEMENT This Contract Ammendment (the “Agreement”)is made effective this September 5th,2023 BETWEEN:MEND COLLABORATIVE INC.(the “Consultant”),located at: 2744 Lyndale Avenue South,Minneapolis,MN 55408 AND:City of Denton (the “Client”),located at: 215 East McKinney Street,Denton Texas 76201 WHEREAS the Consultant has entered into a general contract,henceforth the “Agreement”with CLIENT,henceforth the “Client”,to furnish planning and design services for the following named and described project. DNTN 2301 Denton Downtown Plan Additional Services Request Mend Collaborative,as the prime consultant for the Downtown Denton Plan,requests the following amendment to our scope of services and fee. Additional Services Understanding Whereas the consultant originally planned to host two Community Visioning Workshops (Task 2.6)and Pop-up events (Task 2.7)jointly with an Advisory Group Meeting (Task 2.5)and Joint Workshop (Task 2.9),it has been agreed that it would be beneficial to the project outcomes to hold the two workshops at separate times in order to accommodate opportunities for further outreach relating to large scale events in Quakertown Park and Downtown Denton. To accommodate this request the following changes will be implemented: ●The Quakertown Park Community Workshop will be held on Saturday,October 7th in order to coordinate the event with the Denton Arts and Jazz Festival.This event will be attended by Sandy Meulners and Kennedy Rauh. ○Sandy’s travel budget will be transferred from the previously proposed later date,but will be supplemented with 4 additional “pop-up”hours to accommodate the two day event,held Saturday,October 7th and Sunday, October 8th. 2744 Lyndale Avenue South Minneapolis,MN 55408 612.702.2453 www.mendcollaborative.com Exhibit ADocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Sept 13,2023 ○Kennedy Rauh will require 16 labor hours and a travel budget to attend.She will be charged at the Junior Staff rate. ●Advisory Group Meeting #2 (Task 2.5),which was originally planned to be an in person meeting,will be held virtually prior to the second Community Workshop.No budget changes will be necessary. ●Sandy Meulners will no longer attend the second Community Workshop,which will be held on Monday,December 4th. ●The Project Manager,Zakcq Lockrem,will attend the Wassail Weekend on Saturday, December 2nd,which will require staying over a weekend.This adds an additional 8 hours labor and one day’s hotel and personal expenses. Additional Services Compensation: Additional Services -Labor $4,580 Subtotal $4,580 Reimbursable Budget $1,100 Total Fee $5,680 Fees and reimbursable costs shall be a maximum not-to-exceed and billed monthly as a percentage of work completed or actual costs for additional services and reimbursable expenses as defined herein.Work performed as part of this proposal will be in accordance with the following approved rates (see Section D). Reimbursable expenses are expenditures for the project made by Mend Collaborative in the interest of the project.Reimbursable expenses include,but are not limited to travel expenses, costs of printing and reproduction,engagement or other project-related supplies,postage, services of professional consultants which cannot be quantified at the time of contracting, and other,similar project–related expenditures. Mend Collaborative will be compensated in full within thirty (30)days of the receipt of an invoice. ●Hourly Rates for Key Staff: Name Position Hourly Rate Michelle Bright,SITES AP Partner $235 2744 Lyndale Avenue South Minneapolis,MN 55408 612.702.2453 www.mendcollaborative.com DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Sept 13,2023 Zakcq Lockrem,AICP Partner $235 Sandy Meulners,PLA Partner $235 Kari Spiegelhalter,PLA Partner $235 Staff Senior Staff $150 Staff Junior Staff $110 Staff Intern $60 Additional rates are available at the clients request. ●Exclusions to Scope of Services and Additional Services: The following services are also excluded from scope unless explicitly included in Section A: Scope of Work.: 1.Hosting of any website,MailChimp account,or other online resources,including social media;direct email blasts,online forums,or media advisories or press releases,other than as outlined in Section A. 2.Attendance at Boards and Commissions meetings and/or City Council and City Council Committee meetings,other than as outlined in Section A. 3.LEED,SITES,or similar ratings systems documentation and accreditation. 4.Architectural services related to existing buildings. 5.Transportation engineering services or traffic control plans. 6.Preliminary engineering reports. 7.Additional services including but not limited to: a.Work requested and or authorized by the Client not defined in the ‘Scope of Work’or revisions and changes to Client approved drawings and the preparation of alternatives or change orders requested by the Client. b.Models,special renderings,promotional photography,special printing,special equipment,special printed reports or publications,maps,and documents requested by the Client,unless defined in a mutually agreed upon task order. 8.Client shall provide information as required for performance of the work.Mend Collaborative assumes no responsibility for the accuracy of such information or services and shall not be liable for errors or omissions therein.Should Mend Collaborative be required to provide services in obtaining or coordinating compilation of this information,such services shall be charged as additional services,other than outlined in Section A. a.Topography,boundary surveys and Legal descriptions of property b.Existing site engineering and utility base information 2744 Lyndale Avenue South Minneapolis,MN 55408 612.702.2453 www.mendcollaborative.com DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Sept 13,2023 c.Soils Engineering,Geo-technical,and other Consultant services if required d.Application and Permit Fees e.GIS files and data,including taxation data f.Meeting logistics g.Printing ●Indemnification To the fullest extent permitted by law,Client shall defend,indemnify and hold harmless the Consultant,its parent and affiliates (and the officers,directors,employees,agents,and invitees of any of them),its subcontractors and suppliers of any tier,from and against any and all liabilities,losses,claims,demands,damages,(including,but not limited to those relating to personal injury,death,property damage,workers’compensation,natural resource or environmental liabilities and damages),costs,penalties,assessments,settlement sums, attorney,consultant or expert fees,however the same may be caused,arising out of any claims,causes of action,allegations,settlements or proceedings,whether or not litigation is instituted,from any person or party,including any governmental agency,based on or incurred in connection with,and to the extent caused by the negligence and/or breach by Client of this Agreement. ●Jurisdiction and Termination: The validity,interpretation,and performance of this Agreement shall be governed by the laws of the jurisdiction where the Project is located.Titles,captions,or headings to any provision, article,etc.,shall not limit the full contents of the same.These articles have the full force and effect as if no titles existed.If any term or provision of this Agreement is determined to be invalid,it shall not affect the validity and enforcement of the remaining terms and provisions of this Agreement. This Agreement shall be binding upon and inure to the benefit of the respective successors, assigns and representatives of the parties herein.If the Client should decide to terminate this Agreement,they shall give Mend Collaborative seven (7)days written notice and shall pay for all services rendered to the date of termination.Mend Collaborative reserves the right to terminate this contract upon fifteen (15)day notice if any amount billed to the client is greater than ninety (90)days past due. This Agreement shall only be amended or modified by written document executed by authorized representatives of the Client and Mend Collaborative.This Agreement supersedes all prior representations and agreements made by the parties regarding the subject matter of this Agreement.IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the day and year first above written: 2744 Lyndale Avenue South Minneapolis,MN 55408 612.702.2453 www.mendcollaborative.com DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Sept 13, 2023 ●Signatures Page: Client Signature Printed Name and Title Date Mend Collaborative Signature Zechariah Lockrem, Partner Printed Name and Title 9-13-2023 Date 2744 Lyndale Avenue South Minneapolis, MN 55408 612.702.2453 www.mendcollaborative.com DocuSign Envelope ID: D881827E-9C42-4F2A-9590-1B92D56B2010 Scott McDonald Director 9/21/2023 Certificate Of Completion Envelope Id: D881827E9C424F2A95901B92D56B2010 Status: Completed Subject: ***Purchasing Approval*** 8147 Downtown Master Plan 1st Amendment Source Envelope: Document Pages: 8 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/20/2023 7:47:51 AM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/20/2023 7:53:55 AM Viewed: 9/20/2023 7:54:02 AM Signed: 9/20/2023 7:54:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/20/2023 7:54:51 AM Viewed: 9/20/2023 1:36:04 PM Signed: 9/20/2023 1:37:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zechariah Lockrem zakcq@mendcollaborative.com Partner Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 73.62.216.181 Sent: 9/20/2023 1:37:07 PM Viewed: 9/20/2023 3:01:49 PM Signed: 9/20/2023 3:02:18 PM Electronic Record and Signature Disclosure: Accepted: 9/20/2023 3:01:49 PM ID: 874d21b1-2713-4628-b8b7-27ad6447f581 Scott McDonald Scott.mcdonald@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/20/2023 3:02:20 PM Viewed: 9/21/2023 7:06:38 AM Signed: 9/21/2023 7:07:21 AM Electronic Record and Signature Disclosure: Accepted: 9/21/2023 7:06:38 AM ID: 71282468-56dd-46bb-a6e6-62fdab275666 Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/21/2023 7:07:23 AM Viewed: 9/21/2023 7:36:21 AM Signed: 9/21/2023 7:36:29 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: 9/21/2023 7:36:31 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 9/20/2023 7:53:55 AM Certified Delivered Security Checked 9/21/2023 7:36:21 AM Signing Complete Security Checked 9/21/2023 7:36:29 AM Completed Security Checked 9/21/2023 7:36:31 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. 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