22-2195ORDiNANCE NO. 22-2195
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTIONMANAGER AT RISK CONTRACT WITH SUNDT CONSTRUCTION, INC., FOR PRE-CONSTRUCTION SERVICES OF NEIGHBORHOOD 2 & 6 IMPROVEMENTS FOR THE
CAPITAL PROJECTS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8055 – AWARDED TO SUNDT
CONSTRUCTION, INC., IN THE NOT-TO-EXCEED AMOUNT OF $452,147.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for pre-
construction services of Neighborhood 2 & 6 Improvements for the Capital Projects Department;and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, this procurement was undertaken as part of the City’s governmental
function, [Street construction and design]; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFPNUMBER CONTRACTOR AMOUNT
8055 Sundt Construction, Inc.$452, 147.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents .
SECTION 3 . That should the City and person submitting approved and accepted items wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates theauthority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by t Lil and
seconded by Je bsc C) ,, J ; 5 . This ordinance was passed and approved by the
following vote U - a:
Aye
./
I,/
V,/7
Nay Abstain Alnent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck, District 2 :
Jesse Davis, District 3 :
Alison Maguire, District 4:Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
PASSED AND APPROVED thi, th, X d,y ,f FJov ew\bar , 2022.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY D\:\\ n FIt?IIZ
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Marce[la Lunn
DN: cn=Marcella Lunn, o, ou=City
_ tLr,Wen\ \JLnh B:',=„H;J.„@.@.fd„tm.com, cas–---–Date: 2022.10.06 17:33:47 -05'00'
DocuSign Envelope ID: 7606C;B92-91FA487
DENTON
Docusign City Council Transmittal Coversheet
RFP : 8055
File Name c MAR for Neighbo
P,rch„ing Co.tact c ''i p "”‘
City Council Target Date NOVEMBER 1 ’ 2022
PiggyBa,kOptio. N 't APpli';b1.
Contract Expiration N /A
Ordinance
rhood 2 &6 Improvements
22 -2195
DocuSign Envelope ID: 7606CB92.91FA487C-8346-56908376EE2A
DENTON
CITY OF DENTON, TEXAS
CONSTRUCTION MANAGER AT RISK FOR NEIGHBORHOD 2 & 6
CONSTRUCTION MANAGER AT RISKDESIGN PHASE SERVICES
CONTRACT NO. 8055
DocuSign Envelope ID: 7606CB92-91FA2187C-8346-56908376EE2A
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
PROJECT SCHEDULE .....................................................................................................................9
DESIGN DOCUMENT REVIEWS ................................................................................................... 10
COST ESTIMATES ....................................:.................................................................................... 11
GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS..'........................................................... 11
MAJOR SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS......................................... 13
ARTICLE 3 - PERIOD OF SERVICES ..........___._._____..___........-............---......-..-..-...-..-........... 14
ARTICLE 4 - CONTRACT AMOUNT AND PAYMENTS .........__..__...____-...--.......-.----....--.-...... 14
4.1 CONTRACT AMOUNT.................................................................................................................... 14
4.2 PAYMENTS..................................................................................................................................... 14
ARTICLE 5 - CITY'S RESPONSIBILITIES .___........_.._....___.._._._._.._...._.___......._.___........_......... 15
ARTICLE 6 – CONTRACT CONDITIONS.................................................................................................. 15
6.1 PROJECTDOCUMENTS AND COPYRIGHTS...i.......................................................................... 15
COMPLETENESS AND ACCURACY OF CM@RISK'S WORK....................'.....:........................... 16
ALTERATION IN CHARACTER OF WORK ................................................................................... 16
DATA CONFIDENTIALITY.......................................................................................-....................... 16
PROJECT STAFFING...........................................................................................'.:...=...................17
2.3
2.4
2.5
2.6
2.7
6.2
6.3
6.4
6.5
+;
DocuSign Envelope ID: 7606CB92-91FA2187C-8346-56908376EE2A
6.6
6.7
6.8
6.9
6.10
6.11
6.12
6.13
6.14
6.15
6.16
6.17
6.18
6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32
INDEPENDENT CONTRACTOR.................................................................................................... 17
SUBCONSULTANTS ...................................................................................................................... 17
TERMINATION................................................................................................................................ 17
DISPUTES ...................................................................................................................................... 17
WITHHOLDING PAYMENT ............................................................................................................ 18
RECORDS/AUDIT .......................................................................................................................... 18
INDEMNIFICATION ........................................................................................................................ 18
NOTICES ........................................................................................................................................ 18
EQUAL OPPORTUNITY/AFFIRMATIVE ACTION ......................................................................... 19
COMPLIANCE WITH FEDERAL LAWS ......................................................................................... 19
CONFLICT OF INTEREST .........................................................,................................................... 19
CONTRACTOR'S LICENSE ........................................................................................................... 19
SUCCESSORS AND ASSIGNS ..................................................................................................... 19
FORCE MAJEURE ......................................................................................................................... 19
COVENANT AGAINST CONTINGENT FEES ................................................................................ 20
NON-WAIVER PROVISION............................................................................................................20
JURISDICTION ....:.......................................................................................................................... 20
SURVIVAL....................................................................................................................................... 20
MODIFICATION ..............................................................................................................................20
SEVERABILITY............................................................................................................................... 20
INTEGRATION................................................................................................................................ 20
TIME IS OF THE ESSENCE.................................................,.........................................................20
THIRD PARTY BENEFICIARY ....................................................................................................... 20
COOPERATION AND FURTHER DOCUMENTATION ..................................................................20
CONFLICT IN LANGUAGE.............................................................................................................21
CITY'S RIGHT OF CANCELLATION .............,................................................................................21
CONFIDENTIALITY OF PLANS & SPECIFICATIONS ...................................................................21
DocuSign Envelope ID: 7606CB92-91FA487C-8346-56908376EE2A
ARTICLE 7 – INSURANCE REQUIREMENTS .....____._._.__._____..____.__.__.___._...___.----.--..21
7.1 MINIMUM SCOPE AND LIMITS OF INSURANCE.........................................................................21
7.2 ADDITIONALINSURANCEREQUIREMENTS..............................................................................22
7.3 SUBCONSULTANT INSURANCE .................................................................................................. 22
7.4 NOTICE OF CANCELLATION ........................................................................................................22
7.5 ACCEPTABILITY OF INSURERS ..................................................................................................22
7.6 VERIFICATION OF COVERAGE ...................................................................................................22
7.7 APPROVAL ..................................................................................................................................... 22
EXHIBIT A – PROJECT DESCRIPTION en qaa annan an aa aa aa aa aa aa g gaUSS USe q aqa anna aa aa aa aa aa aa aa age aaa ea as a ag gU anf
EXHIBIT B - HOURLY RATE SCHEDULE ................................................................... 26
EXHIBIT C - SUBMITTAL REQUIREMENTS FOR THE GMP ..................................... 27
end
I T:1 H H = q; q : = I
DocuSign Envelope ID: 7606CB92-91FA487C-8346-56908376EE2A
CONSTRUCTION MANAGER AT RISK FOR NEIGHBORHOD 2 & 6
CONSTRUCTION MAMAGER AT RISK DESIGN PHASE SERVICES
PRaIECT NO. 220Q18.1
CONTRACT NO. 8055
THIS CONTRACT, made and entered into this by and between City of Denton, Texas, hereinafter designated the -CITY- andSundt Construction, Inc., hereinafter designated the "CONSTRUCTION MANAGER AT RISK" or “CM@Risk .-
RECrrALS
A.
B.
C.
DE.
The City Manager of the City of Denton, Texas, or their designee, is authorized and empowered by provisions of the CityCharter to execute contracts for professional services and construction services.The City intends to construct Neiqhborhood 2 & 6, as described in Exhibit A attached, hereinafter referred to as the'Project’To undertake the design of said Project the City has entered into a contract with FREESE AND NICHOLS, INC. hereinafter
referred to as the “Design Professional.”The CM@Risk has represented to the City the ability to provide design phase services and to construct the Project.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 separateconstruction 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 andbetween 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.
Aqreement {Contract) - This written document signed by the City and CM@Risk covering the design phase of the Project, andincluding other documents itemized and referenced in or attached to and made part of this Contract.
Alternate Systems Evaluations - Alternatives for design, means and methods or other scope considerations that are evaluated usingvalue engineering principles and have the potential to reduce construction costs while still delivering a quality and functional Project
that meets City requirement g.
Chanqe Order (Amendment) - A written instrument issued after execution of the Contract Documents signed by the City andCM@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; the extent of the adjustment to the Contract Time; or modifications of othercontract terms
City (Owner} - The City of Denton, a municipal corporation, with whom CM@Risk has entered into this Contract and for whom theservices are to be provided pursuant to said Contract. Regulatory activities handled by the City of Denton Development Services,Fire and Planning Departments or any other City department are not subject to the responsibilities of the City under this Agredment.
City’s Designated Project Manager - The City of Denton repreqentative wh9 is designated as project manager for the Project.
Construction Contract Time(s) - The number of days or the dates related to the construction phase that as stated in Construction
Documents applies to actI ievement 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, hom6 office overhead, and profit, whether at the CM@Risk’s principalor branch offices.
Construction Manager at Risk (CM@Risk) - The firm, corporation, or other approved legal entity with whom the City has enteredinto this Contract to provide services as detailed in this Contract.
Construction Manaqement Plan - Formal documentation prepared and maintained by the CM@Risk describing the sequence and
DocuSign Envelope ID: 7606CB92-91FAJ+87C4346-56908376EE2A
duration of the activities to accomplish the Work within the Contract Time.
Contingency, CM@Risk’s - A fund to cover cost growth during the Project used at the discretion of the CM@Risk usually for coststhat result from Project circumstances. The amount of the CM@Risk’s Contingencv will be negotiated as a separate line item ineach GMP package. Use and management of the CM@Risk’s Contingency is described in Section 2.6.
Contingency, Owner’s - A fund to cover cost growth during the Project used at the discretion of the City usually for costs that resultfrom City directed changes or unforeseen site conditions. The amount of the Owner’s Contingency will be set by the City and willbe in addition to the project costs included in the CM@Risk’s GMP packages. Use and management of the Owner’s Contingencyis described in Section 2.6.
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 theCM@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) achieveSubstantial Completion; and (iii) complete the Work so that it is ready for final payment as evidenced by Engineer’s written
recommendation of final payment.
Cost of the Work - The direct costs necessarily incurred by the CM@Risk in the proper performance of the Work. The Cost of the
Work shall include direct labor costs, subcontract costs, costs of materials and equipment incorporated in the completed construction,costs of other materials and equipment, building permit fees (if not paid for by City), materials testing, and related items. The Cost ofthe 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.
Dar - 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 ofthe major deliverables to be prepared and provided by the CM@Risk during the design phase may incILide but are not limited to:Construction Management Plan, Project Schedule, Schedule of Values, alternative system evaluations, procurement strategies andplans, 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.
Ddsiqn Professional - The qualified, licensed person, firm or corporation who furnishes design and/or construction administration
services required for the Project.
Drawings (Plans) – Documents, which visually represent the scope, extent and character of the Work to be furnished andperformed 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 solelyfor the purposes of review and/or use in performing constructability or bidability reviews and in preparing cost estimates (e.gconceptual 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.
Enqineer –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 SubstantialCompletion date.
General Conditions Costs – Includes, but is not limited to the following types of costs for the CM@Risk during the constructionphase: payroll costs for project manager or construction manager for Work conducted at the site; payroll costs for thesuperintendent and full-time general foremen; payroll costs for other management personnel resident and working on the site;workers not included as direct labor costs engaged in support (e.g. loading/unloading, clean-up, etc.); administrative office
personndl; costs of offices and temporary facilities including office materials, office supplies, office equipment, minor expenses;utilities, fuel, sanitary facilities and telephone services at the site; costs of liability insurance premiums not included in labor burdensfdr direct labor costs; costs of bond premiums; costs of consultants not in tha direct employ of the CM@Risk or Subcontractors;and fees for licenses. The General Conditions Costs shall be included in the Cost of the Work.
Guaranteed Maximum Price (GMP) – The sum of the maximum Cost of the Work including the CM@Risk’s Construction Fee,
General Conditions Costs, sales tax, and CM@Risk Contingency.
GMP Plans and Specifications – The three seti of 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
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
forth the GMP prices for the entire Work or portions of the Work to be performed during the construction phase. The GMPProposal(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 governmentalbodies, 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 toaccept 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 obligations under this Contract.
Payment Request - 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 works to be completed in the execution of this Contract as described in the Recitals above and Exhibit “A“ attached.
Project Budget - The amounted budgeted by the City for the Project and the Work.
Project Schedule - A schedule, prepared and maintained by CM@Risk, describing the sequence and duration of the activitiescomprising 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’sClient Department representatives and other stakeholders who are responsible for making decisions regarding the Project.
Schedule of Values {SOV) - Document specified in the construction phase Contract, which diVides the Contract Price into payItems, 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. The SOV may or may not be output from the Project Schedule depending on if theProject Schedule is cost-loaded or not.
Shop Drawinqs - All drawings, diagrams, schedules, and other data specifically prepared for the Work by the CM@Risk or a
Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work.
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 ofmaterials, 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 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 contractwith the aforesaid contractors at any tier, who undertakes to perform a part of the design phase services or construction phaseWork 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.
Sub-subcontractor or -consultant - An individual or firm having a direct contract with any Subcontractor or any other individudl firmhaving a contract with aforesaid contractors at any tier, who undertakes to perform a part of the design phase services orconstruction phase Work at the site for which the CM@Risk is responsible or furnishes services required as its independentprofession associate or consultant with respect to the Project, as applicable.
Substantial Completion - When the Work, or an agreed upon portion of the Work, is sufficiently complete so that City can occupyand 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 authorities (Certificate of Occupancy); (ii) Elevator Permit; (iii) all systems in place, functional, and displayed tothe City or its representative; (iv) all materials and equipment installed; (v) all systems reviewed and accepted by the City; (vi) draft
O&M manuals and record documents reviewed and accepted b9 the City; (vii) City operation and maintenarice training complete;(viii) HVAC test and balance completed (Provide minimum 30 days prior to projected substantial completion); (ix) landscaping andsite work; and (x) final cleaning. The conditions of Substantial Completion that do not apply to a specific GMP will be listed in theNotice to Proceed Letter pursuant to the Construction Phase contract.
Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with CM@Riskor:with
any Subcontractor to furnish materials or equipment to be incorporated in the construction phase Work by CM@Risk or anySubcontractor.
Work - The entire completed construction or the various separately identifiable parts thereof, required to be furnished during the
DocuSign Envelope ID: 7606CB92-91FAZ187C-8:B16-56908376EE2A
construction phase. Work includes and is the result of performing or furnishing labor, services and furnishing and incorporatingmaterials, resources and equipment into the construction, and performing or furnishing services and documents as required by
the Contract Documents for the construction phase.
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
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 thisContract, 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 similarconditions. The CM@Risk will, at all times, perform the required services consistent with sound and generally acceptedconstruction management and construction contracting practice. The services being provided under this Contract will notalter any real property owned by the City.
2.1.2 Proqram Evaluation: As a participating member of the Project Team, the CM@Risk will provide to the City and DesignProfessional a written evaluation of the Project and Project Budget, with recommendations as to the appropriateness ofeach
2.1.3 Project Meetinqs: The CM@Risk will attend Project Team meetings which may include, but are not limited to, regularProject management meetings, Project workshops, special Project meetings, construction document rolling reviews andpartnering sessions.
2.1.4 The CM@Risk will provide design phase services described herein, in a proactive manner and consistent with the intentof 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 thescope of Work requiring an adjustment in the cost estimate, Project Schedule, GMP Proposals and/or in the Contract Timefor 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 publicagency 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 agencymeetings
2.2 CONSTRUCTION MANAGEMENT PLAN
2.2.1 The CM@Risk will prepare a Construction Management Plan (CMP), which may include the CM@Risk’s professionalopinions concerning: (a) Project Milestone dates and the Project Schedule, including the broad sequencing of the design
and construction of the Project, (b) investigations, if any, to be undertaken to ascertain subsurface conditions and physicalconditions of existing surface and subsurface facilities and underground utilities, (c) alternate strategies for fast- trackingand/or phasing the construction, (d) the number of separate subagreements to be awarded to Subcontractors and Suppliersfor the Project construction, (e) permitting strategy, (a safety and training programs, (g) construction quality control, (h) acommissioning program, (i) the cost estimate and basis of the model, and a) 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 thatthe 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 reporti of subsurface conditions,drawings of physical conditions of existing surface and subsurface facilities and documents depicting underground utilitiesplacement and physical condition, whether obtained by the City, Design Professional, or the CM@Risk, (c) unresolvedpermitting issues, and significant issues, if any, pertaining to the acquisition of land and right of way, (d) the fast- trackingif any of the construction, or other chosen construction delivery methods, (e) the requisite number of separate bidding
documents to be advertised, (f) thi 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
2.3.1 The fundamental purpose of the “Project Schedule- is to identify, coordinate, and record the tasks and activities to beperformed by all of the Project Team members and then for the Project Team to utilize that Deliverable as a basis formanaging 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, developand maintain the “Project Schedule" on behalf of and to be used by the Pr9ject Team based on input from the other ProjectTeam members. The Project Schedule will be consistent with the most recent revised/updated CMP. The Project Schedulewill use the Critical Path Method (CPM) technique, unless required otherwise, in writing by theCity. The CM@Risk will
use scheduling software to develop the Project Schedule that is acceptable to the City. The Project Schedule shall bepresented in graphical and tabular reports as agreed upon by the Project Team. If Project phasing as described below isrequired, 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 sequ9nce ofactivities, 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 Floatttmes for all activities except critical activities. The CPM diagram shall be presented in a time scaled
DocuSign Envelope ID: 7606CB92-91FAJ+87C4346-56908376EE2A
graphical format for the Project as a whole.
2.3.2.2 The CPM diagram schedule shall indicate all relationships between activities.
2.3.2.3 The activities making up the schedule shall be sufficient detail to assure that adequate planning has been done for properexecution of the Work and such that it provides an appropriate basis for monitoring and evaluating the progress of theWork
2.3.2.4 The CPM diagram schedule shall be based upon activities, which would coincide with the schedule of values.
2.3.2.5 The CPM diagram schedule shall show all submittals associated with each work activity and the review time for eachsubmittal
2.3.2.6 The schedule shall show Milestones, including Milestones for City-furnished information, and shall include activities for
City-furnished equipment and furniture when those activities are interrelated with the CM@Risk activities
2.3.2.7 The schedule shall include a critical path activity that reflects anticipated rain delay during the performance of the contract.The duration shaH 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 tenants' occupancy requirements showing portions of the Projecthaving 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 jointlyowned by both and is a resource available to and shared by both parties as needed to meet contract milestones and theProject completion date.
2.3.4.2 The CM@Risk shall not sequester shared Float through such strategies as extending activity duration estimates toconsume 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 whichextends 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 offsetby City-caused time savings (i.e., critical path submittals returned in less time than allowed by the contract, approval ofsubstitution requests and credit changes which result in savings of time to the CM@Risk, etc.). In such an event, theCM@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.
2.3.5 The Project Schedule will be updated and maintained by the CM@Risk throughout the design phase such that it will notrequire major changes at the start of the construction phase to incorporate the CM@Risk’s plan for the performance ofthe 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 includewith such submittals a narrative describing its analysis of the progress achieved to xlate vs. that planned, any concernsregarding delays or potential delays, and any recommendations regarding mitigating actions.
2.3.6 Project Phasinq: if phased construction is deemed appropriate and the City and Design Professional approve, theCM@Risk will review the design and make recommendations regarding the phased issuance of Construction Documentsto 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, sequencingeffectiveness, access and availability constraints, total time for completion, construction market conditions, labor andmaterials availability, and any other factors pertinent to saving time and cost.
2.4 DESIGN DOCUMENT REVIEWS
2.4.1
2.4.2
The CM@Risk will evaluate periodically the availability of labor, materials/equipment, building systems, cost-senSitiveaspects of the design; and other factors that may impact the cost estimate, GMP Proposals and/or the Project Schedule
The CM@Risk will recommend, in conjunction with the Project Team, those additional surface and subsurfaceinvestigations that, in its professional opinion, are required to provide the necessary information for the CM@Risk toconstruct the Project. Before initiating construction opdrations, the CM@Risk may request additional investigations in their
GMP Proposal to improve the adequacy and completeness of the site condition information and data made available withthe Construction Documents.
2.4.3 The CM@Risk will meet with the Project Team asrequi Led to review designs during their development. The CM@Risk willfamiliarize itself with the evolving documents through the various design phases. The CM@Risk will proactively advise theProject Team and make recommendations on fact6rs related to construction costs, and concerns pertaining to the feasibilityand practicality of any proposed means and methods, selected materials, equipment and building systems, and, labor and
DocuSign Envelope ID: 7606CB92-91FAz187C'8346-56908376EE2A
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 effectivealternatives.
2.4.4 The CM@Risk will routinely conduct constructability and bidability reviews of the Drawings and Specifications asnecessary to satisfy the needs of the Project Team. The reviews will attempt to identify all discrepancies andinconsistencies in the Construction Documents especiallythose related to clarity, consistency, and coordination of Work ofSubcontractors and Suppliers
2.4.4.1 Constructability Reviews: The CM@Risk will evaluate whether (a) the Drawings and Specifications are configured to enableefficient 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 adverseweather conditions, (D 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 Bidability 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 tominimize ambiguity and to reduce scope interpretation discrepancies, (b) named materials and equipment arecommercially available and are performing well or otherwise, in similar installations, (c) Specifications include alternativesin 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 theDrawings, Specifications, and other documents. If requested by the City, the CM@Risk will meet with the City and DesignProfessional 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 Requestsfor Information (RFls) and changes during the construction phase, responsibility for the Drawings and Specifications willremain 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 ascertainingthat, in the CM@Risk’s 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 Documentsare 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 Professionalis 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 costs while still delivering aquality and functional product. If the Project Team agrees, the CM@Risk in cooperation with the Design Professional willperform a cost/benefit analysis of the alternatives and submit such in writing to the Project Team. The Project Team willdecide which alternatives will be incorporated into the Project. The Design Professional will have full regponsibility for theincorporation of the alternatives into the Drawings and Specifications. The CM@Risk will include the cost of thealternatives into the cost estimate and any GMP Proposals.
2.5
2.5.1
COST ESTIMATES
Unless otherwise agreed by both parties, within 14 Days qfter receipt of the d6cuments for the various phases of design,
the CM@Risk shall provide a complete and detailed cost estimate and a written review of the documents. The costestimate should include all cost categories except Owner’s Contingency included in the GMP Proposal identified in Exhibit“C” attached. The Design Professional and CM@Risk shall reconcile any disagreements on the estimate to arHve at anagreed cost. If no consensus is reached, the Cit9 will make the final determination.
2.5.2 If any estimate submitted to the City exceeds previously accepted estimates or the City’s Project Budget, the CM@Riskshall make appropriate recommendations on methods and materials to the City and Design Professional that he believeswill bring the project back into the Project Budget.
2.5.3 In between these Milestone estimates, the CM@Risk shall periodically provide a tracking report which identifies the upwardor downward movements of costs due to design development, value engineering or scope changes. It shall be theresponsibility of the CM@Risk to keep the City and Design Professional informed as to the major trend changes in costsrelative to the City’s budget.
2.5.4
2.6
If requested by the City, the CM@Risk shall prepare a preliminary “cash flow” projection based upon historical reGards ofsimilar type projects to assist the City in the financing process
GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS
DocuSign Envelope ID: 7606CB92-91FA487C4346-56908376EE2A
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-C” attached). CM@Risk must verify with the City the current Exhibit C requirements and procedures when entering intothese 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. AnyGMP Proposals submitted by the CM@Risk will be based on and consistent with the current update/revised cost estimate atthe time of the request, the associated estimates for construction costs and include any clarifications or assumptions upon
which the GMP Proposal(s) are based.
2.6.2 Guaranteed Maximum Price is comprised of the following not.toexceed cost reimbursable or lump sum amounts definedbelow
2.6.2.1 The Cost of the Work is actual costs and is a not-toexceed, reimbursable amount.
2.6.2.2 The General Conditions Costs are a firm fixed lump sum amount included as a cost of the work and that will include bonds
and insurance premiums based on the full contract price for construction.
2.6.2.3 The Construction Fee is 5.25% of the Cost of the Work
2.6.2.4 CM@Risk’s Contingency is an amount the CM@Risk may use under the following conditions: (1) at its discretion forincreases 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.
2.6.2.5 Taxes are deemed to include all sales, use, consumer, and other taxes which are legally enacted when negotiations of theGMP were concluded, whether or not yet effective or merely scheduled to go into effect. Taxes are actual costs and area not-to-exceed reimbursable amount.
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
2.6.5
GMPs are cumulative except for CM@Risk Contingency. The amount of CM@Risk Contingency for each GMPamendment will be negotiated separately and shall reflect the CM@Risk’s risk from that point in the project forward.
The CM@Risk, in preparing any GMP Proposal, will obtain from the Design Professional, three sets of signed, sealed, anddated plans and specifications (including all addenda). The CM@Risk will prepare its GMP in accordance with the City’srequest for GMP Proposal requirements based on the most current completed plans and specifications at that time. The
CM@Risk will mark the face of each document of each set upon which its proposed GMP is based. These documents willbe identified as the GMP Plans and Specifications. The CM@Risk will send one set of those doCuments to the City’sProject Manager, keep one set and return the third set to the Design Professional.
2.6.6
2.6.7
An updated/revised Project Schedule will be included with any GMP Proposal(s) that reflects the GMP Plans andSpecifications. Any such Project Schedule updates/revisions willcontinueto comply with the requirements of paragraph 2.3.
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 ofits basis. As part of the statement of basis. the CM@Risk shall identify and justify any costs that are significantly differentthan the latest cost estimate provided by the CM@Risk. In the event the City or Design Professional discoversinconsistencies or inaccuracies in the information presented, the CM@Risk will make adjustments as necessary to theGMP 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 anindependent third party or to the Design Professional for review and veriqcation. The thiFd party or Design Professional willdevelop an independent estimate of the Cost of the Work and review the Project Schedule for the associated scope of theGMP 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 mayrequire the CM@Risk to reconfirm its GMP Proposal. The CM@Risk will accept the independent third party’s or DesignProfessional’s estimate for the Cost of Work as part of his GMPor presenta 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 owndiscretion, Submit a revised GMP Proposal for consideration by the City. At that time, the City may do one of the following.
:,:+={:
P+P+ B !
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
(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 theCM@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, the independent thirdparties or Design Professional’s estimate, in which event, the City may terminate this Contract and/or elect to not enterinto 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 theDesign 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 furnishedto the CM@Risk. The CM@Risk will promptly notify the Design Professional and City in writing if any such revisedConstruction 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. MajorSubcontractors may be selected based on qualifications or a combination of qualifications and price. Subcontractors shallnot be selected based on price alone. Except as noted below, the selection of major Subcontractors/Suppliers is theresponsibility 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 andcompetitive bid in accordance with Section 2.7.2 and subcontractor trades will not be pre-qualified through a formalizedqualifications-based selection process (competitively bid only). The subcontractor selection plan must be consistent withthe 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 prospectivesubcontractors and suppliers. All Work for major Subconsultants and major Suppliers shall then be competitively bid tothe prequanfied 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 qualifiedSubcontractors or Suppliers for each trade in the Project for approval by the City and solicit bids for the various Workcategories. If there are not !hree 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. Withoutprior 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 distribute Drawings and Specifications, and when appropriate, conduct a prebid conference withprospective Subcontractors and Suppliers.
2.7.2.4 if the CM@Risk desires to self-perform certain portions of the Work, it will request to be one of the approved Subcontractorbidders for those specific bid packages. The CM@Risk’s bid will be evaluated in accordance with the process identifiedbelow. If events warrant and the City concurs that in order to ensure compliance with the Project Schedule and/or cost, or if
a Sukx;onbactor is terminated the CM@Risk may selfperform Work without re-bidding the Work,
2.7.2.5 The CM@Risk shall request the prequalified subcontractors to provide a detailed bid for the services requested. Thesubcontractor bid, provided on the subcontractors’ letterhead, shall contain sufficient information (i.e. unit costs/amounts) to allowan evaluation of the reasonableness of bid costs. The CM@Risk shall receive, open, record and evaluate the bids. The apparentlow bidders will be interviewed to determine the responsiveness of their proposals. In evaluating the responsiveness of bid
proposals the CM@Risk, in addiUon to bid price, may consider the foIlowing factors: past performance on similar projects,qualifications and experience of personnel assigned, quality management plan, approach or understanding of the Woik to be
performed, and Fierformance schedule to complete the Work. The final evaluation of Subcontracftor/Supplier bids will be donewith the City Representative in attendance to observe and witness Ihe process. The CM@Risk will resolve anySubcontractor/Supplier bid withdrawal, protest or disqualifimtion in connection with the award at no increase in the Cost of theWork
2.7.3 The CM@Risk will be required to prepare two different reports on the subCQntracting process
2.7.3.1 Within fifteen Days after each major Subcontractor/SuppHer bid opening process, the CM@Risk will prepare a report for the City'sreview 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,
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
(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 ofthe entire Subcontractor/Supplier selection process. The report will indicate, by bid process, all Subcontractors/Supplierscontacted to determine interest, the Subcontractors/Suppliers solicited, the bids received, and costs negotiated, and therecommended Subcontractors/Suppliers for each category of Work.
2.7.4
2.7.5
The approved Subcontractors/Suppliers will provide a Schedule of Values that ref]ects their final accepted bid proposal,
which will be used to create the overall Project Schedule of Values.
If after receipt of sub-bids oraRer award of Subcontractors and Suppliers, the City objects to any nominated SubconVactof/Supplieror to any self.performed Work for good reason, the CM@Risk will nominate a substitute Subcontractor or Supplier, preferabV, ifsuch 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 bemrrespondinglyadjusted 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 preaward conference with the CM@Risk and otherProject Team members. At the pre-award mnference, the CM@Risk will (a) review the nominated slate of Subcontractors andSuppliers and discuss any concerns with or objections that the City has to any nominated Subcontractor or Supplier; (b) discussCity 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, underwhich the City will agree to leave any portion of the remainingCM@Risk Contingency within the Contract Price for the construction phase Work; (e) resolve possible time frames for the Dateof commencement of the Contract Time for the construction phase Work; (f) schedule the pre<onstruction 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 currentupdate/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 ofsuch 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 qaid obligation will bb due and owing, and said time period will expire, on the Orst daythereafter which is not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth herein, anyperformance provided for herein will be timely made if completed no later than 5:00 p.m. (Denton time) on the day ofperformance.
ARTICLE 4 - CONTRACT AMOUNT AND PAYMENTS
4.1
4.1.1
CONTRACT AMOUNT
Based on thi design phase services fee proposal submitted by tha 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 fee not to exceed $452,147 as follows:
Total Contract Amount. not to exceed $45Z14Z
4.2 PAYMENTS
4.2.1 Requests for monthly paymentg byt he CM@Risk for design phase services will be submitted in a form acceptable to the
City and will be accompanied by a progress report, detbiled invoices and receipts, if applicable. Any requests for payment willinclude, as a minimum, a narrative description of the tasks accom$1ished during the billing period, a listing of anyDeliverablessubmitted, and copies of any Subconsultants' requests for payment, plus similar narrative and listings of Deliverablesassociated 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-toexceed fee will be paid inaccordance with the work effort expended on that service during the preceding month.
4.2.2
4.2.3
The fees for the CM@Risk and any Subconsultants will bd bas6d upon the hourly rate sch6dule included as Exhibit B,attached
The CM@Risk will pay all sumsdue Suk)consultants for services and reimbursable expenses within 14 calendar days after
q
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
the CM@Risk has received payment for those services from the City. In no event will the City pay more than 90 percentof the Contract Amount until final acceptance of all design phase services, and award of the final approved GMP for theentire 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 orhindrances beyond the reasonable control of the City during the progress of any portion of the services specified in thisContract. Such delays or hindrances, tf 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@Riskto proceed to complete any services, in whole or in part after the date to which the time of completion may have beenextended, 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.
ARTICLE 5 - CITY'S RESPONSIBILITIES
5.1
5.1.1
The City, at no cost to the CM@Risk, will furnish the following information:
One copy of data the City determines pertinent to the work. However, the CM@Risk will be responsible for searching therecords and requesting information it deems reasonably required for the Project.
5.1.2
5.1.3
All available data and information pertaining to relevant policies, standards, criteria, studies, etc.
The name of the City employee or City’s representative who will serve as the Project Manager during the term of thisContract. 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 thework or Deliverables will be directed to the Project Manager.
5.2
5.2.1
The City additionally will:
Contract separately with one or more design professionals to provide architectural and/or engineering design services for
the Projeet. The scope of services for the Design Professional will be provided to the CM@Risk for its information. TheCM@Risk will have no right, to limit or restrict any changes of such services that are otherwise mutually acceptable to theCity and Design Professional.
5.2.2
5.2.3
Supply, without charge, all necessary copies of programs, reports, drawings, and specifications reasonably required bythe CM@Risk except for those copies whose cost has been reimbursed by the City.
Provide the CM@Rigk with adequate information in its possession or contrQl regarding the City-s requirements for theProject
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 toperform, the City may provide written notice to CM@Risk that it intends to terminate the Agreement unless the problemcited is cured, or commenced to be cured, within three days of CM@Risk’s receipt of such notice.
5.2.5
5.3
Notify the CM@Risk of changes affecting the budget allocations or schedule.
The City’s Project Manager will have authority to approve the Project Budget and Project Schedule, and r6nder decisions andfurnish 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 relateddocuments which are prepared specifically in the performance of this Contract (collectively referred to as ProjectDocuments) 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 td the CM@Risk. Nonetheless, in the event these Projects DocuMents are altered, modified or adaptedwithout the written consent of thi CM@Risk, which consent the CM@Risk will not unreasonably withhold, theCity agrdesto hold the CM@Risk harmless to the extent permitted by law, from the legal liability arising out of and or resulting from theCity’s alteration, modification or adaptation of the Project Documents.
6.1.2 CM@Risk to Retain Copyriqhts: 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, itsSuk>consultants or personnel, during the course of performing this Contract or arising out of the Project will belong to the
DocuSign Envelope ID: 7606CB92-91FA487C4346-56908376EE2A
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, anddistribute as appropriate the Project Documents, works or Deliverables developed or created for the Project and thisContract. This license will also include the making of derivative works. In the event that the derivative works require theCity to alter or modify the Project Documents, then paragraph 6.1.1 applies.
6.1.4
6.2
Documents to Bear Seal: When applicable and required by state law, the CM@Risk and its Subconsultants will endorseby a Texas professional seal all plans, works, and Deliverables prepared by them for this Contract.
COMPLETENESS AND ACCURACY OF CM@RISKS 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 ownexpense correct its work or Deliverables. Any damage incurred by the City as a result of additional construction costcaused by such willful or negligent errors, omissions or acts shall be chargeable to the CM@Risk to the extent that suchwillful 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’swork or Deliverables will in no way relieve the CM@Risk of any of its responsibilities under the Contract, nor does thisrequirement to correct the work or Deliverable constitute a waiver of any claims or damages otherwise available by lawor Contract to the City. Correction of errors, omissions and acts discovered on architectural or engineering plans andspecifications shall be the responsibility of the Design Professional.
6.3
6.3.1
ALTERATION IN CHARACTER OF WORK
In the event an alteration or modification in the Qharacter of Work or Deliverable results in a substantial change in thisContract, thereby materially increasing or decreasing the scope of services, cost of performance, or Project Schedule, theWork or Deliverable will nonetheless be performed as directed by the City. However, before any altered or modified Workbegins, 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
6.3.3
Additions to, modifications, or deletions from the Project provided herein may be made, and the compensation to be paidto the CM@Risk may accordingly be adjusted by mutual agreement of the contracting parties.
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 bythe CM@Risk without such prior written authorization will be theCM@Risk’s sole jeopardy, cost, and expense, and the CM@Risk hereby agrees that without prior written authorizationno 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, workproduct, proposals, correspondence, and any other similar documents or information prepared by or obtained byt he
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 theCM@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 tothe 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 perfotmance under this Contract and which was- disclosed to theCM@Risk by a third party, who to the best of the CM@Risk's knowledge and belief, had the legal right to make suchdisclosure 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, reglIIation, or court, including but not limited tothe 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 cohtract with the City, the CM@Risk will first notify the City as set forthin this Article of the request or demand for the data. The CM@Risk will timely give the City sufficient facts, such that theCity can have a meaningful opportunity to either first give its consent or take such action that the City may deem appropriate
DocuSign Envelope ID: 7606CB92-91FA487C-8346-56908376EE2A
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 theCity. 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 tocompensate the City if any of the provisions of this section are violated by the CM@Risk, its employees, agents orSubconsultants. Solely for the purposes of seeking injunctive relief, it is agreed that a breach of this section will be deemedto 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 chartfor the CM@Risk staff and Subconsultants and detailed resumes of key personnel listed in its response to the City’sRequest 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 suchpersonnel to perform such services under this Contract. In the event the CM@Risk desires to change such key personnelfrom performing such services under this Contract, the CM@Risk will submit the qualifications of the proposed substitutedpersonnel 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 ensureacceptable 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 acceptableto 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 workor Deliverable pursuant to the Contract will be as to the results of the work only. No provision in this Contract will giVe or beconstrued 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 The City and the CM@Risk hereby agree to the full performance of the covenants contained herein, except that the Cityreserves the right, at its discretion and without cause, to terminate or abandon any or all services provided for in thisContract, or abandon any portion of the Project for which services have been performed by the CM@Risk.
6.8.2 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 notifythe CM@Risk in writing, and the CM@Risk will immediately after receiving such notice is to discontinue advancing theWork specified under this Contract and mitigate the expenditure, if any, of costs resulting from such abandonment ortermination
6.8.3
6.8.4
6.8.5
The CM@Risk, upon such termination or abandonment, will promptly deliver to the City all reports, estimates and otherwork or Deliverable entirely or partially completed, together with all unused materials supplied by the City.
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.
The CM@Risk will receive compensation in full for services satisfactorily performed to the date of such termination and the
reasonable costs and expenses attributable to such termination. The fee will be paid in accordance with Article 4 of thisContract and will be an amount mutually agreed upon by the CM@Risk and the City. If there is no mutual agreement, thefinal determination will be made in accordance with paragraph 6.9, "Disputes". However, in no event will the fee exceedthat 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 completedwork 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
DocuSign Envelope ID: 7606CB92-91FAdj87C4346-56908376EE2A
determination at the administrative level will be made by the City Managuwthdr dMree.
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 ofaccounts between the City and CM@Risk will be kept on a generally recognized accounting basis and shall be availablefor 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 pricingdata, including data used to negotiate this Contract and any Change Orders. The City reserves the right to decreaseContract Amount and/or payments made on this Contract if, upon audit of the CM@Risk’s records, the audit discloses theCM@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 verifythe accuracy of cost and pricing data. The City reserves the right to decrease Contract Amount and/or payments made onthis Contract if the above provision is not included in Subconsultant, Subcontractor, and Supplier contracts, and one ormore of those parties do not allow the City to audit their records to verify the accuracy and appropriateness of pricingdata
6.12 INDEMNIFICATION
6.12.1 The CM@Risk agrees to defend, indemnify and hold harmless the City of Denton, its officers,agents and employees, and any jurisdiction or agency issuing permits for any work includedin the Project, their officers, agents and employees, hereinafter individually and collectivelyreferred to as “indemnitee”, from all suits and claims, including attorney's fees and cost oflitigation, actions, losses, damage, expenses, costs or claims of any character or any naturearising out of the Work or Deliverable done in fulfilling the terms of this Contract, or onaccount of any act, claim or amount arising out of or recovered under Workers’Compensation Law, or arising out of the failure of the CM@Risk to conform to any statutes,ordinances, regulation, law or court decree. It is agreed that the CM@Risk will be responsiblefor primary loss investigation, defense, and judgment costs where this Contract of indemnityapplies. In consideration of the award of this contract, the CM@Risk agrees to waive allrights of subrogation against the City, its officers, officials, agents and employees forlosses arising from the work performed by the CM@Risk for 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 mailedby certified mail, postage prepaid, return receipt requested and shall be deemed given upon (a) confirmation ofreceipt ofa 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:
I anager901 B Texas StreetDenton, TX 76201
Inc.
'port Parkway, Suite 24075063
r
Kimley-Horn and Associates, Inc.100 W. Oak Street, Suite 203Denton, TX 76201
Copy to: Design Professional
applicable)
Or to other such place and with such other copies as either Party may designate as to itself by written notice to the otherParty. Rejection, any refusal to accept , or the inability to deliver because of changed address ofwhich no notice was givenshall be deemed to be receipt of the notice as of the date of such rejection, refusal, or inability to deliver.
DocuSign Envelope ID: 7606CB92-91FA2187C-8346-56908376EE2A
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 orhiring employees. The CM@Risk will not discriminate against any worker, employee or applicant, or any member of thepublic, because of race, color, religion, gender, national origin, age, or disability nor otherwise commit an unfair employmentpractice. The CM@Risk will take affirmative action to ensure that applicants are employed, and employees are dealt withduring employment, without regard to their race, color, religion, gender or national origin, age or disability. Such action willinclude but not be limited to the following: employment, promotion, demotion or transfer; recruitment or recruitmentadvertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, includingapprenticeship as well as all other labor organizations furnishing skilled, unskilled and union labor, or who may performany 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 intoby 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 ImmigrationReform and Control Act of 1986 and the Drug Free Workplace Act of 1989 to it. The CM@Risk agrees to comply withthese and all laws in performing this Contract and to permit the City to verify such compliance.
6.16 CONFLICTOF INTEREST
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 realproperty or personal property owned or leased by the City. Such notice will be given seven business days prior tocommencement of the Project by the CM@Risk for a third party, or seven business days prior to an adverse action asdefined below. Written notice and disclosure will be sent to:
City of DentonAHn: Purchasing ManagerMaterials Management901 B Texas StreetDenton, 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 pursuingadministrative or judicial action against the City.
(b) Testifying or providing evidence on behalf of any person in connection with an administrative or judicial action againstthe City; and
(C)Using data to produce income for the CM@Risk Qr its employees independently of performing the services under thisContract, without the prior written consent of the City.
6.16.3 The CM@Risk represents that exceFt 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 constitutea 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 LicenseClassification and number, if any, and its FedQral 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 theother party to this Contract and to the partners, successors, assigns, and legal representatives of such other party inrespect to all covenants of this Contract. Neither the City nort he CM@Risk will assign, sublet, or transfer its interest in thisContract without the written consent of the other. In no event will any contractual relation be created or be construed to becreated as between any third party and the City.
6.19 FORCE MAJEURE
6.19 The City of Denton, the CM@Risk, and any Subcontractors or Sub-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
DocuSign Envelope ID: 7606CB92-91FAdj87C4:B16-56908376EE2A
God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton, the CM@Risk, and anySubcontractors or Sub-Subcontractors, as applicable. In the event of an occurrence under this Section, the City of Denton,the CM@Risk, and any Subcontractors or Sub-Subcontractors, as applicable, will be excused from any further
performance or observance of the requirements so affected for as long as such circumstances prevail and the City ofDenton, the CM@Risk, and any Subcontractors or Sub-Subcontractors, as applicable, continues to use commerciallyreasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay.The CM@Risk and any Subcontractors or Sub-Subcontractors, as applicable, shall immediately notify the City of Denton
Project Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence)and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance.
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 commission, percentage, brokerage, or contingent fee, and that no member of the City Council, orany employee of the City of Denton has any interest. financially, or otherwise, in the firm. The City of Denton will in the eventof the breach orviolation of this warranty, have the right to annul this Contract without liability, or at its discretion to deductfrom 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 ofany of the provisions hereof will not be construed to be a waiver of such provisions, nor will it affect the validity of thisContract 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 theState of Texas, without regard to the conflicts or choice of law provisions thereof. Under the provisions of Chapter 272 ofthe 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 orto 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 jurisdictionand venue of such Court.
6.23 SURVIVAL
6.23.1 All warraFlties, representations, and indemnifications by the CM@Risk will survive tha completion or termination of thisContract
6.24 MODIFICATION
6.24.1 No supplement, modification, or amendment of any term of this Contract will be deemed binding or effective unless inwriting 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 orunenforceable to any extent, the remainder of this Contract and the application thereof will not be affected and will be
enforceable tothe 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 theCM@Risk. All duties and responsibilities undertaken pursuant to this Contract will be for the sold and exclusive benefit of
the City and the CM@Risk and not for the benefit of anyother 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.
DocuStgn Envelope ID: 7606CB92-91FAz187C'8346-56908376EE2A
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 asoutlined in this Contract. If 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 provisionsof Texas Local Government Code Chapters 252 and 272, Texas Government Code Chapter 2269, and the general lawsof 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 maynot 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 plansare for Official use only and may not be shared with others except as required to fulfill the obligations of CM@Risk’scontract with the City of Denton. This document must be kept secure at all times."
ARTICLE 7 - INSURANCE REQUIREMENTS
The CM@Risk. Subcontractors and Subconsultants shall procure and maintain until all of their obligations havebeen discharged,
including any warranty periods under this Contract are gatisfied, insurance against claims for injury to persons or damage to propertywhich may arise from or in connection with the performance of the work hereunder by the CM@Risk, its agents, representatives,employees, or Suk)consultants.
The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenantscontained 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 mightarise out of the performance of the work under this Contract by the CM@Risk, his agents, representative, employees, orSubconsultants. 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 AggregateProducts-Completed Operations AggregatePersonal & Advertising InjuryEach Occurrence
$2,000,000
$1 ,000,000
$1 ,000,000
$1 ,000,000
(a) The policy shall be endorsed to include the following additThe policy shall be endorsed to include the following additional insured language: “The City of Denton shall be namedas an additional insured with respect to liability arising out of the activities performed by, or on behalf of the CM@Risk".
7.1.1.2 Automobile LiabilityBodily injury and property damage for any owned, hired, and non-owned vehicles used in the performance of thisContract.
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 namedas an additional insured with respect to liability arising out of the actMties 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 CompensationEmployers Liability Statutory
Each Accident $ 100,000
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
Disease – Each EmployeeDisease – Policy Limit $ 100,000
$ 500,000
(a)Policy shall contain waiver of subrogation against the City of Denton.
7.2 ADDITIONAL INSURANCE REQUIREMENTS
7.2.1
7.2.2
The policies shall include, or be endorsed to include, the following provisions.
On insurance policies where the City of Denton is named as additional insured, the City of Denton shall be an additionalinsured to the full limits of liability purchased by the CM@Risk even if those limits of liability are in excess of those requiredby this Contract.
7.2.3 The CM@Risk’s insurance coverage shall be primary insurance and non<ontributory with respect to all other availablesources
7.2.4 Coverage provided by the CM@Risk shall not be limited to the liability assumed under the indemnification provisions ofthis Contract.
7.3
7.3.1
SUBCONSULTANT INSURANCE
CM@Risk’s certificate(s) shall include all subcontractors as additional insureds under its policies or subconsultants shallmaintain separate insurance as determined by the CM@Risk, however, subconsultants limits of liability shall not be lessthan $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 besuspended, 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 tothe City's Designated Project Manager at:
City of DentonAnn: Purchasing Manager
Materials Management901 B 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 B+ VI. The City in no way warrants that the above required minimum insurer rating issufficient 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 requiredby this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bindcoverage on its behalf.
7.6.2 All certificates and endorsements are to be received and approved by the City before work commences. Each insurancepolicy required by this Contract must be in effect at or prior to the earlier of commencement of work under this Contractand remain in effect for the duration of the Project. Failure to maintain the insurance policies as required by this Contractor 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 numb6r and project descriptionshall be noted on the certificates of insurance. The City reserves the right to require complete, certified copies of all insurancepolicies required by this Contract, at any time. DO NOT SEND CERTIFICATES OF INSURANCE TO THE CITYS RISKMANAGEMENT DIVISION.
7.7
7.7.1
APPROVAL
Any modification or variation from the insurance requirements in this Contract must be approved by the Law Department,whose decisioh will be final. Such action will not require a formal contract amendment but may be made by administrativeaction
This Contract will be in full force and effect only when it has been approved and executed by the duly authorized City officials.
n ==
IN WITNESS WHEREOF, the parties hereto have executed this Contract on
CITY OF DENTON, TEXAS CM@Risk
Sara -Hdhi1 ey
Printed Name
C1 ty Manager
Title
ArrEST:
City Clerk
APPROVED AS TO F
Presidentsenlor vice
ORM
Printed Name
Title
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligations andbusiness terms.
Rebecca Div1 ney
PR[NTED NAME
Director of Capita1 projects/cl
TITLE
Caplta1 projects/Engineering
DEPARTMENT
DocuSign Envelope ID: 7606CB92-91FAdj87C.8346-56908376EE2A
EXHIBIT A - PROJECT DESCRIPTION
Following is a brief description of the Project for which the design phase service services specified in thisContract are to be performed:
Full depth reconstruction of 1 18 street segments within the NBHD 2 & 6 project areas. This includes roadreconstruction with subgrade stabilization, asphalt paving, concrete curb and gutter, and driveway replacements
(limited to driveways that are within the existing right-of-way). The project will adhere to a holistic approach
aimed at limiting future constructiQn disruptions by replacing other aging public infrastructure within the limits of
the project area. This includes replacing existing aging water and sanitary sewer lines, select stormwaterinfrastructure, limited sidewalk improvements, and street lighting.
Design Phase Services will include the CM@Risk working with the City and its Design Engineer to share ideas
and experience in assisting the Design Engineer in developing construction documents suitable for construction
and suitable for preparing a Guaranteed Maximum Price.
The Preconstruction Phase Services will include:
1. Prepare a Construction Management Plan (CMP), which may include the CM@Risk’s professional opinionsconcerning: (a) Project Milestone dates and the Project Schedule, including the broad sequencing of the design
and construction of the Project, (b) investigations, if any, to be undertaken to ascertain subsurface conditions
and physical conditions of existing surface and subsurface facilities and underground utilities, (c) alternate
strategies for fast- tracking and/or phasing the construction, (d) the number of separate sub-agreements to beawarded to Subcontractors and Suppliers for the Project construction, (e) permitting strategy, (D safety and
training programs, (g) construction quality control, (h) a commissioning program, (i) the cost estimate and basis
of the model, and a) a matrix summarizing each Project Team member’s responsibilities and roles.
2. Provide a Project Manager, all Key Personnel, and all other associated personnel necessary to fully meet theCMIAR obligations for the Design Phase Services; in providing such Design Phase Services, Contractor does not
assume any responsibility for design errors, omissions, or inconsistencies.
3. Consult with, advise and provide recommendations to the City and the Design Engineer on all aspects of theplanning, design, and proposed construction and drawings and specifications;
4. Provide constructability review and consult on constructability issues in the devdlopment of the 30%, 60% and
90% final design review plans and specifications, including recommendations on design packaging to advanceconstruction, material availability and independent quantity calculations to verify quantities provided by Design
Engineer;
5. Provide list of additional details needed on the 30%, 60% and 90% final design review plans that would be
needed to complete the project in the allotted time or to accelerate aspects of the work;6. Preconstruction lead, along with any other necessary personnel shall attend review workshops with the Cityand the Design Engineer at the 30%, 60% and 90% final design review milestones;
7. Provide on-going value engineering review, including written reports and recommendations on the 30%, 60%and 90% final design review, as applicable;
8. Identify,-evaluate and propose cost-effective alternatives;
;=@&- =:- --
DocuSign Envelope ID: 7606CB92-91FA487C-8346-56908376EE2A
9. Develop independent detailed construction cost estimates for the Project and Critical Path Method schedules
at the 30%, 60% and 90% final design review milestones;10. Identify long-lead equipment procurement needs and submit a report to the City;
11. Identify, evaluate and recommend elements of the Project that may require less than 100% design;
12. Make recommendations to the City regarding the division of the Work to facilitate bids and proposals for the
major elements of the Work;13. Advise the City of ways to gain efficiency in Project delivery;
14. Provide a complete, detailed, written GMP proposal including line item cost breakdowns with conditions,
assumptions, and CMAR contingency;15. Prepare and submit a construction site safety plan;
16. Develop, implement and maintain a quality management plan that assures conformance to every section of
the specifications.
17. Schedule all Project construction related activities;18. Identify Work which the Proposer intends to self-perform. Identify and recommend which work, if any, should
be procured through value based competitive selections, in lieu of low bid;
19. Identify and recommend Early Works Packages;
20. Participate in Project kick off meeting(s) for Design Phase Services;21. Participate in additional meetings or workshops with the Design Engineer, Owner or others as needed.
Upon conclusion of evaluating input from CM@R on the 90% documents, Design Engineer will incorporate suchitems as it deems appropriate, with the resulting modified 90% documents constituting the Final Pricing Packagefor use in calculating GMP.
Upon receipt of the Final Pricing Package, the CMAR shall:
1. Thoroughly review these documents;2. Develop a Guaranteed Maximum Price;3. Prepare a detailed schedule of construction of the project;4. Prepare a list of additional details needed to supplement the 90% complete construction documents and when
such details would be needed to complete the project within the allotted time.
5. Attend a minimum of two all-day meetings at the offices of the City in Denton, Texas, to present the basis of
the amount of the Guaranteed Maximum Construction Cost and negotiate in good faith based on open book costestimates;
6. Attend all-day workshop meetings, in addition to those listed above, excluding the effort for GMP pricing and
negotiation, at the offices of the City or Design Engineer in Denton, Texas.
DocuSign Envelope ID: 7606CB92-91FAdj87C-8346-56908376EE2A
EXHIBIT B - HOURLY RATE SCHEDULE
The schedule of hourly labor rates for employees of the CM@Risk and its Subconsultants follow and are based
on the approved proposal submitted to the City.
LIST OF CLASSIFICATIONS:
Classification
PROJECT MANAGER
CONSTRUCTION SUPERINTENDENT
PRE-CONSTRUCTION PROJECT MANAGER
PRECONSTRUCTION MOT/UTILITY MGR
CHIEF ESTIMATOR
SENIOR ESTIMATOR
JUNIOR ESTIMATOR
SAFETY MANAGER
QUALITY CONTROL MANAGER
SCHEDULER
COMMUNITY ENGAGEMENT
Labor Rate Total Labor Rate
85.60
66.35
120.19
65.00
102.89
67.31
48.08
62.50
60.09
64.90
48.07
159.60
129.70
208.30
128.80
183.50
131.20
101.30
123.70
120.00
127.40
101.30
DocuSign Envelope ID: 7606CB92-91FA-487C-8346-56908376EE2A
EXHIBIT C - SUBMITrAL 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 tocontract execution.
Table of Contents:
1. Scope of Work2. Summary of the GMP
3. Schedule of Values - summary spreadsheet and backup documents4. List of Plans and Specifications used for GMP Proposal5. List of clarification and assumptions6. Project Schedule
1.Scope of work will consist of a brief description of the work to be performed by CM@Risk and major pointsthat 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 Article1 as shown in the table below'
The general conditions fee includes bond and insurance cost. All costs should be listed individually forfuture use.
PROJECT #:PROJECT NAME:DATE :
AMOUNT
Formulas:
Total GMP: A+B+C+D+E = F
Rates (Percentages) are calculated by dividing each amount by F, such as B/F, D/F, and DIJF
(Do not acquire bond or insurance until notified by the City of Denton Project Manager.)
DocuSign Envelope ID: 7606CB92-91FA2187C-8346-56908376EE2A
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’sconstruction phase fee. The supporting document 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 forbids, bids received, and clarification assumptions used for the particular bid item listed on the schedule ofvalues, if applicable.
4. A list of the Plans and Specifications with latest issuance date including all addenda used in preparation ofthe GMP proposal. The plans used for the GMP must be date stamped and signed by CM@Risk, DesignConsultant, and Project Manager using the format below.
a s o mo
anaM
5. A list of the clarifications and assumptions made by the CM@Risk in the preparation of the GMP proposal,to supplement the inforfnation contained in the documents.
6 A Critical Path Method (CPM) diagram construction schedule.
NOTE: The submittal package must be kept as simple as possible all on 8 % x 11 sheets. Color or shadingmust be kept to a minimum. If used, make sure the color or shading will not affect the reproduction of thesubmittal 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 DesignProfessional, CM@Risk and City’s Project Manager).
For questions regarding the submittal requirements, please contqct City of Denton Project Manager.
DocuSign Envelope ID: 7606CB92-91FAz}B7C-8346-56908376EEZA L . L .=’" -"--’"'--' '-’' '-'--'-'-’-- '’ " '' '-' '’ -’- '-’ "-'--'’--' ---E'ihl bit CIQ
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental entit'
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics 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 thedate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1 ), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.misdemeanor.
a al entity.
An offense under this section is a
Sundt Constructlon, Inc.
2 n 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.)
d Name of loca1 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 additiohal pages to this Form CIQ as necessary.
A Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?n ,“= ~.
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named inthis section AND the taxable income is not received from the local governmental entity?= Yes a No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
E] Yes E No
D.Describe each employment or business and family relationship with the local government officer named in this section.
4
5
Ld I have noConflict of Interest to disclose.
10/3/2022
TgnatTg;a ;iness with the governmental entity Date
DocuSign Envelope ID: 7606CB92-91FAz187C-8346-56908376EE2A
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.u# Docs/LG/htm/LG 176.htm. For easyreference, 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 ofa federal, state, or local
govemmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease ofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code $ 176.003{a){2)(A) and (B):
(A) Alocal 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 govemmental entity is considering entering into a contract with the vuldoc
(B) has given to the local government officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore
than $100 in the 12-month periodpreceding the date the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code $ 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire ifthe vendor has a business relationship with a local governmental entity and:
( 1) has an employment or other business relationship with a local government officer ofthat local govemmental entity, or a family member
of the omcer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local govenlmental 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 Secti6n 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 dayafter 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 localgovemmental entity an applicati9n, response to arequest forproposals or bids, correspondence, or another
writing related to a potential contract with the local govemmental entity; or(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government omcer, or a family member of the officer,
described by Subsection (a);(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government omcer.
Citv of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3ld degree of affInity (marriage) or consanquinity (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,
and zoning CommissionMembers, 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 rightof-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 (850.00) per gift, or multiple
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.
provided by Texas Ethics Commission www. ethics .state.tx . us Revised 11/30/2015
[kx:uSign
Certificate Of Completion
Envelope Id: 7606CB9291 FA487C834656908376EE2A
Subject: Please DocuSign: City Council Contract 8055 - CMAR for Neighborhood 2 & 6 Improvements
Status: Completed
Source Envelope:
Document Pages: 31 Signatures: 6
Certificate Pages: 6 Initials: 1
Envelope Originator:
Cori Power
901 B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
9/27/2022 1:34:39 PM
Holder: Cori Power
cori .power@cityofdenton.com
Location: DocuSign
Signer Events
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Signature Timestamp
Sent: 9/29/2022 3:17:35 PM
Viewed: 9/29/2022 3:17:44 PM
Signed: 9/29/2022 3:18:01 PM
Completed
Using IP Address: 198.49.140.10
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 9/29/2022 3:18:06 PM
Viewed: 9/29/2022 3:24:34 PM
Signed: 9/29/2022 3:25:04 PM
Signature Adoption: Pre-selected Style
Usina IP Address: 198.49.140.104
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
'DocuStgned by:
IhartLLhbAhn.4B070831B4AA438.
Sent: 9/29/2022 3:25:07 PM
Viewed: 9/30/2022 4:03:18 PM
Signed: 9/30/2022 4:10:10 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DoQuSign
Joe Dooley
jedoo[ey@sundt.com
Senior Vice President
Security Level:Email, Account Authentication(None)
'DocuSlgn•d by:
L+„geMM Sent: 9/30/2022 4:10:17 PM
Viewed: 10/3/2022 8:13:29 AM
Signed: 10/3/2022 8:20:59 AM
Signature Adoption: Pre-selected Style
Using IP Addres$: 68.177.140.42
Electronic Record and Signature Disclosure:Accepted: 10/3/2022 8:13:29 AMID: 90545fa4-bc2e44b5-bf9c:a895ea2807aa
Signer Events
Rebecca Diviney
Rebecca.Diviney@cityofdenton.com
Director of Capital Projects/City Engineer
Capital Projects/Engineering
Security Level: Email, Account Authentication(None)
Signature Timestamp
Sent: 10/3/2022 8:21 :04 AM
Viewed: 10/3/2022 9:54:22 AM
Signed: 10/3/2022 9:54:45 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 10/3/2022 9:54:22 AMID: b19fadef-e2d9dj314-88d4-55a3043dceee
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Completed Sent: 10/3/2022 9:54:52 AM
Viewed: 11/2/2022 7:56:34 AM
Signed: 11/2/2022 7:56:43 AMUsing IP Address: 198.49.140.104
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 11/2/2022 7:56:49 AM
Viewed: 11/2/2022 8:03:46 AM
Signed: 11/2/2022 8:04:00 AM
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.198.218
Signed using mobile
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication(None)
•DocuS}gned bp1 RauRipI
IC5CA8C5EI 75493.
Sent: 11/2/2022 8:04:06 AM
Viewed: 11/2/2022 7:14:47 PM
Signed: 11/2/2022 7:15:45 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 11/2/2022 7:14:47 PMID: 7b017aac-fe37446b-a980-96c1 7090da05
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status
Status
Timestamp
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not OfFered via DocuSign
Timestamp
Sent: 9/29/2022 3:18:06 PM
Carbon Copy Events
Matt Meaker
mbmeaker@sundt.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Status Timestamp
Sent: 9/30/2022 4:10:15 PM
Viewed: 9/30/2022 5:16:07 PM
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 10/3/2022 9:54:50 AM
Viewed: 10/4/2022 10:30:35 AM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 11/2/2022 7:15:50 PM
Seth Garcia
Seth.Garcia@cityofdenton.com
Security Level: Email, Account Authentication(Non9)
Electronic Record and Signature Disclosure:Accepted: 9/1 2/2022 2:43:50 PMID: c557219a-c949-464a-a980-29b49154ad04
Sent: 11/2/2022 7:15:53 PM
Cheyenne Defee
cheyenne.defee@cityofdenton .com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 11/2/2022 7:15:55 PM
Ryan Holloway
rcholloway@sundt.com
Security Level:Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 11/2/2022 7:15:57 PM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
9/29/2022 3:17:35 PM
11/2/2022 7:14:47 PM
11/2/2022 7:15:45 PM
11/2/2022 7:15:57 PM
Envelope Sent
Certified Delivered
Signing Complete
Completed
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Joe Dooley, Rebecca Diviney, Rosa Rios, Seth Garcia
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 ofthis 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 §O.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 !o you in paper format,
and then wait until we receive back from you youracknowledgment 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
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express usqr account to receive required notices and consents electronically from us
or to sign dlectronically documents from us.All notices and disclosures will be sent to you electronically
Unless you t611 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 reduee the chance of
you inadvertenjly 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. This, you call receive all the disclosures and notices electr6nically 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. P-lease also see the paragraph i{nmediately above that dQseribes the
consequences of your electing not to feceive delivery of the notices and discloSures
electronically from us.
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 sendnotices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address. .
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
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
telephone number. We will bill you for qny fees at that time, if any.To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your Docu$ign account, and gn the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you nay;
ii. send us an e-mail to purchasing @cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any othQr information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process. .
Required hardware and software
Operating Systems
Browsers 7for SENDERS
Browsers (for SIGNERS):
r
Internet Explorer 6.0? or above
mlet Explorer 6.0?, Mozilla FireFox 1.0
NetSca1 7.2 (or above
c
x
Email
Screen Resolution
Enabled Security Settings
•Allow per session cookies
•Users accessing the internet behind a Proxy -
Server must enable HTTP 1.1 settings viaroxy connectIon
88 These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that tinle
providing you with the revised hardwareand software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OFELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.