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23-1330ORDINANCE NO. 23-1330 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTiONMANAGER AT RISK CONTRACT WITH SUNDT CONSTRUCTION, INC., FOR PRE-CONSTRUCTION SERVICES OF NEIGHBORHOOD IB IMPROVEMENTS FOR THE CAPITAL PROJECTS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8225 – AWARDED TO SUNDT CONSTRUCTION, INC., IN THE NOT-TO-EXCEED AMOUNT OF $267,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for pre- construction services of Neighborhood IB 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 8225 Sundt Construction, Inc. $267,000.00 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 the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 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 CJOe Go\LcLnJL and seconded by Brian Bed<\ . This ordinance was passed and approved by thefollowing vote B - a : Aye Nay Abstain Absent Mayor Gerard Hudspeth:,/ V/ V a y‘ V/ Vicki Byrd, District 1 : Brian Beck. District 2: Paul Meltzer, District 3 : Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6:IZ _, 2023.PASSED AND APPROVED thi, th, \gb d,y ,f JLLk HRMmMmnMrfM ATTEST: JESUS SALAZAR, INTERIM CITY SECRETARY b\\\ IJ I 1If I// APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella DN: cn=Marcella Lunn, o.a ton.com, c=USDate: 2023.06.29 20:03:58 MU [\ bNfl ::===r:SF,T,In@,ity,fd," 05'OO DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 DENTON Docusign City Council Transmittal Coversheet RFP 1 8225 File Name : : iF, SEi:g:,Phase Servlces f or Nejghborhood 1 B Purchasing Contact C orl PQwer City C,,„iIT„g,t D,t, JULY 18’ 2023 Piggy Back Option Contract Expiration Ordinance 23 1330 l•Vb FI}JFJ 1 1 \= IUV lb N/A DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 DENTON CITY OF DENTON, TEXAS CONSTRUCTION MANAGER AT RISK FOR NEIGHBORHHOD 1 B CONSTRUCTION MANAGER AT RISK DESIGN PHASE SERVICES CONTRACT NO. 8225 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 TABLE OF CONTENTS ARTICLE PAGE RECITALS ..............._......_...._..._..............._............._..............._......._...................................................... 5 AGREEMENT ...............................................................................................................................................5 ARTICLE 1 - TERMS AND DEFINITIONS .................................................................................................. 5 ARTICLE 2 - BASIC DESIGN PHASE SERVICES.....................................................................................8 2.1 GENERAL .........................................................................................................................................8 2.2 CONSTRUCTION MANAGEMENT PLAN ........................................................................................ 8 2.3 PROJECT SCHEDULE .....................................................................................................................8 2.4 DESIGN DOCUMENT REVIEWS.....................................................................................................9 2.5 COST ESTIMATES ......................................................................................................................... 10 2.6 GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS.............................................................. 11 MAJOR SUBCONTRACTOR AND MAJOR SUPPLIER SELECTIONS......................................... 122.7 ARTICLE 3 - PERIOD OF SERVICES ......................................................................................................13 ARTICLE 4 - CONTRACT AMOUNT AND PAYMENTS .......................................................................... 13 4.1 CONTRACT AMOUNT.................................................................................................................... 13 4.2 PAYMENTS..................................................................................................................................... 13 4.3 ADDITIONAL DESIGN PHASE SERVICES .....................................Error! 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ARTICLE 5 - CITY'S RESPONSIBILITIES ................................................................................................ 14 ARTICLE 6 - CONTRACT CONDITIONS.................................................................................................. 14 6.1 PROJECT DOCUMENTS AND COPYRIGHTS.............................................................................. 14 6.2 COMPLETENESS AND ACCURACY OF CM@RISK'S WORK..................................................... 15 6.3 ALTERATION IN CHARACTER OF WORK ................................................................................... 15 6.4 DATA CONFIDENTIALITY .............................................................................................................. 15 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 6.5 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 PROJECT STAFFING..................................................................................................................... 16 INDEPENDENT CONTRACTOR.................................................................................................... 16 SUBCONSULTANTS ...................................................................................................................... 16 TERMINATION................................................................................................................................ 16 DISPUTES ..........................................................................................................................,........... 16 WITHHOLDING PAYMENT ............................................................................................................ 17 RECORDS/AUDIT .......................................................................................................................... 17 INDEMNIFICATION ........................................................................................................................ 17 NOTICES ........................................................................................................................................ 17 EQUAL OPPORTUNITY/AFFIRMATIVE ACTION ......................................................................... 18 COMPLIANCE WITH FEDERAL LAWS ......................................................................................... 18 CONFLICT OF INTEREST ............................................................................................................. 18 CONTRACTOR'S LICENSE ........................................................................................................... 18 SUCCESSORS AND ASSIGNS ............,...................................,............,....................................... 18 FORCE MAJEURE ......................................................................................................................... 18 COVENANT AGAINST CONTINGENT FEES ................................................................................ 19 NON-WAIVER PROVISION............................................................................................................ 19 JURISDICTION ................................................................................................................,.............. 19 SURVIVAL....................................................................................................................................... 19 MODIFICATION .............................................................................................................................. 19 SEVERABILITY............................................................................................................................... 19 INTEGRATION ................................................................................................................................ 19 TIME IS OF THE ESSENCE........................................................................................................... 19 THIRD PARTY BENEFICIARY .................................................................................................,..... 19 COOPERATION AND FURTHER DOCUMENTATION .................................................................. 19 CONFLICT IN LANGUAGE.............................................................................................................20 CITY'S RIGHT OF CANCELLATION ..............................................................................................20 CONFIDENTIALITY OF PLANS & SPECIFICATIONS ................................................................... 20 DocuSign Envelope ID: B21FICE5-0747-474E-A2Cl-DD7108A8B2D2 ARTICLE 7 - INSURANCE REQUIREMENTS .......................................................................................... 21 7.1 MINIMUM SCOPE AND LIMITS OF INSURANCE.........................................................................21 7.2 ADDITIONAL INSURANCE REQUIREMENTS ..............................................................................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 ...................................................................... 24 EXHIBIT B - HOURLY RATE SCHEDULE................................................................... 25 EXHIBIT C - SUBMITTAL REQUIREMENTS FOR THE GMP ..................................... 26 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 CONSTRUCTION MAHAGER AT RISK FOR NEIGHBORHOOD IB CONSTRUCTION MANAGER AT RISK DESIGN PHASE SERVICES PRaiECT NO. 230010-1 CONTRACT NO. 8225 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”. RECITALS A. BC. 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 Neighborhood IB 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 Kimley-Horn and Associates, Inchereinafter 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 servicesidentified 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 changethe 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 Projectthat meets City requirements. 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 Agreement. City’s Designated Project Manaqer - The City of Denton representative who 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 ConstructionDocuments applies to achievement of Substantial Completion of the Work Construction Documents – The plans, specifications and drawings prepared by the Design Professional after correcting for permitreview requirements. Construction Fee – The CM@Risk’s administrative costs, home office overhead, and profit, whether at the CM@Risk’s principalor branch offices. Construction Manaqer 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 Management Plan – Formal documentation prepared and maintained by the CM@Risk describing the sequence andduration of the activities to accomplish the Work within the Contract Time including but not limited to those items set forth in Section2-2 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 Continqencv, 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 Contingency 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, Continqencv, Ownefs – 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 writtenrecommendation of final payment, Cost of the Work - The direct costs or stipulated rates necessarily incurred by the CM@Risk in the proper performance of theWork. The Cost of the Work shall include direct labor costs, subcontract costs, costs of materials and equipment incorporated in thecompleted construction, costs of other materials and equipment, temporary facilities, building permit fees (if not paid for by City),materials testing, General Conditions Costs, and related items. The Cost of the Work shall not include the CM@Risk's ConstruM©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. Par - 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 include 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, andothers as indicated in this Contract or required by the Project Team Design Professional - The qualified, licensed person, firm or corporation who furnishes design and/or construction administrationservices 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 Professionaland the City. Includes Drawings that have reached a sufficient stage of completion and released by the Design Professional solely for the purposes of review and/or use in performing constructability or bidability reviews and in preparing cost estimates (e.g.conceptual design Drawings, preliminary design Drawings, detailed design Drawings at 30%, 60%, 90% or 100% or schematic,design development, construction documents), but -not for construction-. Shop Drawings are not Drawings as so defined. 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 fuN-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 officepersonnel; 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 burdensfor direct labor costs; costs of bond premiums; costs of consultants not in the direct employ of the CM@Risk or Subcontra(Mand fees for licenses. Guaranteed Maximum Price (GMP) - The sum of the maximum Cost of the Work, the CM@Risk’s Construction Fee, andCM@Risk Contingency. GMP Plans and Specifications - The plans and specifications provided pursuant to paragraph 2.6.5 upon which the GuaranteedMaximum Price Proposal is based. Guaranteed Maximum Price (GMP) Proposal - The offer or proposal of the CM@Risk submitted on the prescribed form settingforth the GMP prices for the entire Work or portions of the Work to be performed during the construction phase. The GMP DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 Proposal(s) are to be developed pursuant to Article 2 of this Contract. Laws and Requlations - 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 intermediatecompletion 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 startto 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 finalpayment 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 Workhaving 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 aSubcontractor, 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 detailsapplicable thereto. Subconsultant - A person, firm or corporation having a contract with the CM@Risk at any tier to furnish services required as itsindependent 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. 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 FireMarshall and local authorities, unless such approval is not granted for reasons beyond CM@Risk’s responsibility or control; (ii) allsystems in place, functional, and displayed to the City or its representative; (iii) all materials and equipment installed; (iv) allsystems reviewed and accepted by the City; (v) draft O&M manuals and record documents reviewed and accepted by the City;(vi) City operation and maintenance training complete; (vii) landscaping and site work; and (viii) final cleaning. The conditions ofSubstantial Completion that do not apply to a specific GMP will be listed in the Notice to Proceed Letter pursuant to theConstruction Phase contract. Supplier - A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with CM@Risk or withany 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 theconstruction 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 bythe Contract Documents for the construction phase. DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 ARTICLE 2 - BASIC DESIGN PHASE SERVICES 2.1 GENERAI 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 aprofessional 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 Program 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 win 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 theCM@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 designand 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, (f) 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 Teammember’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 reports 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 biddingdocuments to be advertised, (D the status of the procurement of long-lead time equipment (if any) and/or materials, and(g) funding issues identified by the City. 2.3 PROJECT SCHEDULE 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 Teammember 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 Project Team based on input from the other Project Team members. The Project Schedule will be consistent with the most recent revised/updated CMP. The Project Schedulewill use the Critical Path Method (CPM) technique, unless required otherwise, in writing by the City. The CM@Risk willuse 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 sequence 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, eadiest and latest start and finish dates for all activities,and total Float times for all activities except critical activities. The CPM diagram shall be presented in a time scaled DocuSign Envelope ID: B21FICE5-0747-+74E-A2Cl-DD7108A8B2D2 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 but the ProjectSchedule is not required to be cost-loaded. 2.3.2.5 The CPM diagram schedule shall show all submittals associated with each work activity and the review time for eachsubmittal. 2.3.2.6 The schedule shall show Milestones, including Milestones for City-furnished information, and shall include activities forCity-furnished equipment and fumiture 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 shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site.Weather data shall be based on information provided by the National Weather Services or other approved source. 2.3.3 The Project Schedule shall consider the City's and the 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 timewithin 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 submtttals 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 City4aused time savings areexceeded, 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 theProject 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<late 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 operations, the CM@Risk may request additional investigations in theirGMP 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 as required 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 the Project Team and make recommendations on factors related to construction costs, and concerns pertaining to the feasibility DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 and practicality of any proposed means and methods, selected materials, equipment and building systems, and, labor andmaterial availability. The CM@Risk will furthermore maintain a project decision and trend log as design develops andadvise the Project Team on proposed site improvements, excavation and foundation considerations, as well as concernsthat 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 Constructabilitv 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 theDrawings 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, (f) sequences of Work required by or inferable from the Drawings and Specifications are practicable,and (g) the design has taken into consideration efficiency issues concerning access and entrance to the site, laydown,and storage of materials, staging of site facilities, construction parking. and other similar pertinent issues. 2.4.4.2 Bidability Reviews: The CM@Risk will check cross-references and complementary Drawings and sections within theSpecifications, 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 subjectto 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 discovereddiscrepancies 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 principlesany 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 responsibility 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 COST ESTIMATES 2.5.1 Unless otherwise agreed by both parties, within 14 Days after receipt of the documents 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 ExhibitC attached. The Design Professional and CM@Risk shall reconcile any disagreements on the estimate to arrive at anagreed cost. If no consensus is reached, the City 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 shaH 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 theresponsibiIIty 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 If requested by the City, the CM@Risk shall prepare a preliminary “cash flow” projection based upon historical records ofsimilar type projects to assist the City in the financing process DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 2.6 GUARANTEED MAXIMUM PRICE (GMP) PROPOSALS 2.6.1.1 The proposed GMP for the entire Work (or portions thereon will be presented in a format acceptable to the City (see ExhibitC 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 uponwhich 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 includebonds and insurance premiums based on the full contract price for construction. 2.6.2.3 The Construction Fee is 6.25% 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 areincluded as a Cost of the Work. 2.6.3 Owner’s Contingency are funds to be used at the discretion of the Owner to cover any increases in Project costs that result from Owner directed changes or unforeseen site conditions. Owner’s Contingency will be added to the GMP amountprovided by the CM@Risk, the sum of which will be the full contract price for construction. Markups for Construction Feeand 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 including CM@Risk Contingency. The amount of CM@Risk Contingency for each GMP amendmentwill be negotiated separately and shall reflect the CM@Risk's risk from that point in the project forward. The CM@Risk will prepare its GMP in accordance with the City's request for GMP Proposal requirements based on themost current completed plans and specifications at that time. The CM@Risk shall provide a list of drawings andspecifications upon which its proposed GMP is based. These documents will be identified as the GMP Plans andSpecifications. 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 will continue to 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 projectwill 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 an independent third party or to the Design Professional for review and verification. The third 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 GMP or present a report within seven days of a written request to the City identifying, explaining, and substantiating the differences. The CM@Risk may be requested to, or at its owndiscretion, submit a revised GMP Proposal for consideration by the City. At that time, the City may do one of the following (a)Accept the CM@Risk original or revised GMP Proposal, if within the City’s budget, without comment DocuSign Envelope ID: B21FICE5-0747J+74E-A2Cl-DD7108A8B2D2 (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 Citys 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 reflectedin 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 assumptionsand 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 Professiona! and City in writing if any such revisedConstruction Documents are inconsistent with the agreed-upon assumptions and clarifications. 2.7 MAIOR SUBCONTRACTOR AND MAIOR 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. Thissubcontractor selection plan shall identify those subcontractor trades anticipated to be prequalified by qualifications andcompetitive bid in accordance with Section 2.7.2 and subcontractor trades will not be prequalified 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 evaluationof 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 prequalified Subcontractors. Competitive bids may occur prior to or after the GMP Proposal(s). 2.7.2.1 The CM@Risk will develop Subcontractor and Supplier interest, submit the names of a minImum of three 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 three qualified Subcontractors/Suppliers available for a specific trade or there are extenuatingcircumstances 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 biddingopportunities for good reason, the CM@Risk will nominate a substitute Subcontractor/Supplier that is acceptable to theCity 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 Subcontractor b terminated the CM@Risk may self+erform Work without re-bidding the Work. 2.7.2.5 The CM@Risk shall request the pruiualified subcontractors to provide a detailed bid for the services requested. The subcontractor bid, provided on the subcontractors’ letterhead, shall contain sufficient information (i.e. unit costs/amounts) to allowan evaluation of the reasonableness of bid cuts. 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 bidproposals the CM@Risk, in addition to bid price, may consider the following factors: past performance on similar projects,qualifications and experience of personnel assigned. quality management plan, approach or understanding of the Work to be performed, and performance schedule to complete the Work. The final evaluation of Subcontractor/Supplier bids will be donewith the City Representative in attendance to observe and witness the process. The CM@Risk will resolve anySubcontractor/Supplier bid withdrawal, protest or disqualification 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 dtfferent reports on the subcontracting process. 2.7.3.1 Within fifteen Days after each major Subcontractor/Supplier bid opening procms, the CM@Risk will prepare a report for the CIty’s review and approval identifyng the recommended Subcontractors/Supplier for each category of Work. The report will provide (a) the name of the recommended Suboonhactor/Supplier and the amount of the Subcontractor/Supplier bid for each subagreement, (b) the sum of all recommended Subcontractor/Supplier bids received, (c) a copy of the bids received from each Subcontractor, DocuSign Envelope ID: B21FICE5-07472174E-A2Cl-DD7108A8B2D2 and (d) trade work and its cost that the CM@Risk intends to self+erform, 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 reflects their final accepted bid proposal,which will be used to create the overall Project Schedule of Values. If after receipt of sub+3ids or after award ofSutxontmctors and Suppliers, the City objects to any nominated Subcontractor/Supplieror to any self-performed Work for good reason, the CM@Risk will nominate a substitute Subcontractor or Supplier, preferably, ifsuch option is still available, from those who submitted Subcontractor bids for the Work affected. Once such substituteSubcontractors and Suppliers are consented to by the City, the CM@Risk's proposed GMP for the Work or portion thereof will be correspondingly adjusted to reflect any higher or lower costs from any such substitution. 2.7.6 Promptly after receipt of the Notice of Intent to Award, the City will mnduct a proaward conference with the CM@Risk and otherProject Team members. At the pnaward conference, 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 Suppliec (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, under which 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 mnstruction phase Work; (D 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 foractivities 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 said obligation will be due and owing, and said time period will expire, on the first daythereafter which is not a Saturday, Sunday or legal City holiday. Except as may otherwise be set forth herein, any performance provided for herein will be timely made if completed no later than 5:00 p.m. (Denton time) on the day ofperformance ARTICLE 4 – CONTRACT AMOUNT AND PAYMENTS 4.1 CONTRACT AMOUNT 4.1.1 Based on the design phase services fee proposal submitted by the CM@Risk and accepted by the City (which by referenceis made a part of this Contract); the City will pay the CM@Risk a lump sum fee in the amount of $267,000. Total Contract Amount, Not to Exceed, 4.2 PAYMENTS 4.2.1 Requests for monthly payments by the CM@Risk for design phase services will be submitted in a form acceptable to theCity and will be accompanied by a progress report, detailed invoices and receipts, if applicable. Any requests for payment willinclude, as a minimum, a narrative description of the tasks accomplished during the billing period, a listing of any Deliverablessubmitted, 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 thepercentage 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 additional design phase services provided by the CM@Risk and any Subcontractors or Subconsultants willbe based upon the hourly rate schedule included as Exhibit B, attached. The CM@Risk will pay all sums due Subconsultants for services and reimbursable expenses within 14 calendar days afterthe CM@Risk has received payment for those services from the City. In no event will the City pay more than 95 percent of the Contract Amount until final acceptance of all design phase services, and award of the final approved GMP for theentire Project by City Council. DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 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 ANYDELAYS OR HINDRANCES BEYOND THE REASONABLE CONTROL OF THE CITY DURING THE PROGRESS OF ANY PORTION OF THE SERVICES SPECIFIED IN THIS CONTRACT. SUCH DELAYS OR HINDRANCES, IF ANY, WILL BE SOLELY COMPENSATED FOR BY AN EXTENSION OF TIME FOR SUCH REASONABLE PERIOD AS MAY BE MUTUALLY AGREED BETWEEN THE PARTIES. IT IS UNDERSTOOD AND AGREED, HOWEVER, THAT PERMIrnNG THE CM@RISK TO PROCEED TO COMPLET£ ANY SERVICES, IN WHOLE OR IN PARTAFTER THE DATE TO WHICH THE TIME OF COMPLETION MAY HAVE BEEN EXTENDED, WILL IN NO WAY ACT AS A WAIVER ON THE PART OF THE CITY OF ANY OF ITS LEGAL RIGHTS HEREIN. 4.2.5 if any service(s) executed by the CM@Risk is abandoned or suspended in whole or in part, for a period of more than 180days through no fault of the CM@Risk, the CM@Risk is to be paid for the services performed prior to the abandonmentor suspensIon. ARTICLE 5 - CITyS RESPONSIBILITIES 5.1 5.1.1 5.1.2 5.1.3 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. 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 compliancewith all terms and conditions stated herein. All requests for information from or decisions by the City on any aspect of the work or Deliverables will be directed to the Project Manager. 5.2 5.2.1 The City additionally will: Contract separately with one or more design professionals to provide architectural and/or engineering design services forthe Project. 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@Risk with adequate information in its possession or control 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 render 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 limitedto: 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 finalpayment is made to the CM@Risk. Nonetheless, in the event these Projects Documents are altered, modified or adaptedwithout the written consent of the CM@Risk, which consent the CM@Risk will not unreasonably withhold, the City agreesto 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 Copyrights: The copyrights, patents, trade secrets or other intellectual property rights associated withthe ideas, concepts, techniques, inventions, processes or works of authorship developed or created by the CM@Risk, itsSuE>consultants or personnel, during the course of performing this Contract or arising out of the Project will belong to theCM@Risk, but will remain available for use by the City for this Project under the terms of this Contract DocuSign Envelope ID: B21FICE$0747474E-A2Cl-DD7108A8B2D2 6.1.3 License to City for Reasonable Use: The CM@Risk hereby grants, and will require its Subconsultants to grant, a licenseto 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@RISK'S WORK 6.2.1 The CM@Risk will be responsible for the completeness and accuracy of its reviews, reports, supporting data, and otherdesign 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 inDenton, 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 and specifications shall be the responsibility of the Design Professional. 6.3 ALTERATION IN CHARACTER OF WORK 6.3.1 In the event an alteration or modification in the character of Work or Deliverable results in a substantial change in 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 Orderor 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 by the 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 by theCM@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 informationbelonging 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 usethe data for any purposes except to perform the services required under this Contract. These prohibitions will not apply to the following data: 6.4.3.1 Data which was known to the CM@Risk prior to its performance under this Contract unless such data was acquired inconnection with work performed for the City. 6.4.3.2 Data which was acquired by the CM@Risk in its performance under this Contract and which was disclosed to 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, regulation, 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 theCM@Risk became privy as a result of any other contract 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 the DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 City can have a meaningful opportunity to either first give its consent or take such action that the City may deem appropriateto 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 orpersonal 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 6.5.1 PROJECT STAFFING 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 theservices 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, projectmanager, 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 qualtfied 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 actionacceptable to the City and, if required, remove such personnel from the Project and replace with new personnel acceptableto the City 6.6 6.6.1 INDEPENDENT CONTRACTOR 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. Theseresults will comply with all applicable laws and ordinances. 6.7 SUBCONSULTAN TS 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 theright 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 thereasonable 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 winmake 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 DocuSign Envelope ID: B21FICE5-0747'+74E-A2Cl-DD7108A8B2D2 6.9.1 in any unresolved dispute arising out of an interpretation of this Contract or the duties required therein, the finaldetermination at the administrative level will be made by the City Mrngerattnirdesignee. 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 theCity 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 appropriatefederal 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 Subconsuttants', 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 of litigation, 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 anyparty 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 of receipt 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: eng901B Texas StreetDenton. TX 76201 Sundt Construction. Inc.8445 Suite 240 I Copy to: Design Professional applicable) o Kimtey-Horn and Associates, Inc.100 W. Oak Street, Suite 203Denton, TX 76201 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 of which no notice was given DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 shall be deemed to be receipt of the notice as of the date of such rejection, refusal, or inability to deliver, 6.14 EQUAL OPPORTUNFWAFFIRMATIVE 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 beincorporated 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 CONFLICTOFINTEREST 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 thissection, 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 Manager Materials Management901B Texas Street Denton, TX 76209 6.16.2 Actions considered to be averse 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 or 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 except for those persons, entities and projects previously identified in writing to the City,the services to be performed by the CM@Risk under this Contract are not expected to create an interest with any person,entity. or third party project that is or may be adverse to the interests of the City. 6.16.4 The CM@Risk’s failure to provide a written notice and disclosure of the information as set forth in this section will 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 Federal Tax I.D. number, 6.18 SUCCESSORS AND ASSIGNS 6.18.1 The City and the CM@Risk will each bind itself, and their partners, successors, assigns, and legal representatives to theother party to this Contract and to the partners, successors, assigns, and legal representatives of such other party in respect to all covenants of this Contract. Neither the City nor the CM@Risk will assign, sublet, or transfer its interest in 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 FORCEMAIEURE DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 6.19 The City of Denton, the CM@Risk, and any Subcontractors shall not be responsible for performance under this Contractshould it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable causenot attributable to the fault or negligence of the City of Denton, the CM@Risk, and any Subcontractors. In the event ofan occurrence under this Section, the City of Denton, the CM@Risk, and any Subcontractors will be excused from anyfurther performance or observance of the requirements so affected for as long as such circumstances prevail and the Cityof Denton, the CM@Risk, and any Subcontractors continues to use commercially reasonable efforts to recommenceperformance or observance whenever and to whatever extent possible without delay. The CM@Risk and anySubcontractors shall immediately notify the City of Denton Project Manager by telephone (to be confirmed in writing withinfive (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstancescausing 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 agreementor 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 or violation 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’ssovereign 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 warranties, representations, and indemnifications by the CM@Risk will survive the 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 providedherein 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 win not be affected and will beenforceable to the fullest extent permitted by law, 6.26 INTEGRATION 6.26.1 This Contract contains the full agreement of the parties hereto. Any prior or contemporaneous written or oral agreementbetween the parties regarding the subject matter hereof is merged and superseded hereby. 6.27 TIMEISOFTHEESSENCE 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 sole and exclusive benefit ofthe 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 duty executed documents as may be reasonably requested by the DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 City to implement the intent of this Contract, 6.30 CONFLICT IN LANGUAGE 6.30.1 All work or Deliverables performed will conform to all applicable City of Denton codes, ordinances and requirements as outlined in this Contract. If there is a conflict in interpretation between provisions in this Contract and any Exhibits, theprovisions in this Contract will prevail. 6.31 CITY'S RIGHTOF 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 may not share them with others except as required to fulfill contract obligations with the City of Denton. 6.32.2 Any plans the CM@Risk generates must include the following statement in the Title Block on every page: “These 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.- 6.33 IMMIGRATION NATIONALITY ACT 6.33.1 CM@Risk shall verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form (1-9). Upon request by City, CM@Risk shall provide Citywith copies of all 1-9 forms and supporting eligibility documentation for each CM@Risk employee who performs workunder this Agreement. CM@Risk shall adhere to all federal and state laws as well as establish appropriate proceduresand controls so that no services will be performed by any CM@Risk employee who is not legally eligible to perform suchservices. CM@RISK SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES,OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CM@Risk’s EMPLOYEES. City, upon written notice toCM@Risk, shall have the right to immediately terminate this Agreement for violations of this provision by CM@Risk. 6.34 PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOrrING ISRAEL 6,34,1 CM@Risk acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited fromentering into a contract with a company for goods or services unless the contract contains a written verification from thecompany that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms“boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the TexasGovernment Code. By signing this agreement, CM@Risk certifies that CM@Risk's signature provides written verificationto the City that CM@Risk: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement.Failure to meet or maintain the requirements under this provision will be considered a material breach. 6.35 PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTrING CERTAIN ENERGYCOMPANIES 6.35.1 CM@Risk acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited fromentering into a contract with a company for goods or services unless the contract contains written verification from thecompany that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of thecontract. The terms “boycott energy company" and -company” shall have the meanings ascribed to those terms in Section809.001 of the Texas Government Code. By signing this agreement, CM@Risk certifies that CM@Risk’s signatureprovides written verification to the City that CM@Risk: (1) does not boycott energy companies; and (2) will not boycottenergy companies during the term of the agreement. Failure to meet or maintain the requirements under this provisionwill be considered a material breach. 6.36 PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTrING CERTAIN FIREARM ENTITIES AND FIREARMTRADE ASSOCIATIONS 6.36.1 CM@Risk acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited fromentering into a contract with a company for goods or services unless the contract contains written verification from thecompany that it (1 ) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity orfirearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearmtrade association. The terms “discriminate against a firearm entity or firearm trade association,” 'Tirearm entity" and“firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas GovernmentCode. By signing this agreement, CM@Risk certifies that CM@Risk’s signature provides written verification to the Citythat CM@Risk: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity orfirearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearmtrade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. 6.37 PROHIBITION ON CONTRACTS WITH COMPANIES DOING BUSINESS WITH IRAN, SUDAN, OR A FOREIGN DocuSign Envel,p, ID, B21FICE5-0747474E-A2Cl-DD'7108A8B2D2 TERRORIST ORGANIZATION 6.37.1 Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies that do businesswith Iran, Sudan, or a foreign terrorist organization. By signing this agreement, CM@Risk certifies that CM@Risk'ssignature provides written verification to the City that CM@Risk, pursuant to Chapters 2252 and 2270, is not ineligible toenter into this agreement and will not become ineligible to receive payments under this agreement by doing business withIran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will beconsidered a material breach. 6.38 TERMINATION RIGHT FOR CONTRACTS WITH COMPANIES DOING BUSINESS WITH CERTAIN FOREIGN-OWNED COMPANIES 6.38.1 The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines,in its sole judgment, that this Contract meets the requirements under Chapter 2274, and Contractor is, or will be in thefuture, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individualswho are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Governmentof China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea,Russia, or other designated country. ARTICLE 7 - INSURANCE REQUIREMENTS The CM@Risk. Subcontractors and Subconsultants shall procure and maintain until all of their obligations have been discharged,including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to propertywhich may arise from or in connection with the performance of the work hereunder by the CM@Risk, its agents, representatives,employees, or Subconsultants. The insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity 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 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".Policy shall contain waiver of subrogation against the City of Denton. 7.1.1.2 Automobile LiabilityBodily injury and property damage for any owned, hired, and nonowned 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 aIMtiu performed by, or on behalf of the CM@Risk",including automobiles owned, leased or hired or borrowed by the CM@Risk”. 7.1.1.3 Workers Compensation and Employers Liability Workers Compensation Employers Liability Statutory Each AccidentDisease – Each EmployeeDisease – Policy Limit $ 500,000 $ 500,000 $ 500,000 DocuSign Envelope ID: B21FICE5-0747-474E-A2Cl-DD7108A8B2D2 (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 writtennotice has been given to the City. Such notice shall be sent by certified mail, return receipt requested and sent directly tothe City’s Purchasing Manager at: City of DentonAHn: Purchasing ManagerMaterials Management901 B Texas Street Denton, TX 76209 7.5 7.5.1 ACCEPTABILITY OF INSURERS Insurance is to be placed with insurers duly licensed or approved unlicensed companies in the State of Texas, and with an“A.M. Best’ rating of not less than A-_ The City in no way warrants that the above required minimum insurer rating 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 eaHier 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 DepartmentContracts Administration Section contracts officer for this Project. The City project/contract number and project descriptionshall be noted on the certificates ofinsuranoe. 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 CITY’S 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 decision 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 IN WITNESS WHEREOF, the parties hereto have executed this Contract on Ju1 Y 18 ’ 2023 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 CITY OF DENTON, TEXAS CM@Risk -W eBBY CITY MANAGER President ioe Dooley Printed Name 2023- 1026707 Texas Ethics Commission1295 Certificate NumberAl-rEST: JESUS SALA7AR, INTERIM CITY SECRETARY APPROVED AS TO LEGAL FORM:MACK REINWAND. CITY ATrORNEY THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Trevor crain Printed Name D1 rector of Caplta1 Projects Title Caplta1 projects Department DocuSign Envelope ID: B21FICE5-0747-474E-A2Cl-DD7108A8B2D2 EXHIBIT A - PROJECT DESCRIPTION Following is a brief description of the Project for which the design phase service services specified in this Contract are to be performed: Full depth reconstruction of 45 street segments within the NBHD-1 B project area. This includes road reconstruction with subgrade stabilization, asphaltpaving, concrete curb and gutter, and driveway replacements (limited to driveways that are within the existing right-of-way). The project will adhere to aholistic approach aimed at limiting future construction disruptions by replacing other aging public infrastructure within the limits of the project area. Thisincludes replacing existing aging water and sanitary sewer lines, select stormwater infrastructure, limited sidewalk improvements, and street lighting. Following is a summary of key scope items: • • • • • • Street Reconstruction – Approx. 25,500 linear feetPublic Water Line Replacement – Approx. 10,000 linear feet (including service connections) Public Sanitary Sewer Line Replacement – Approx. 16,800 linear feet (including service connections & Upsize to 10" in easement betweenNorthridge & Magnolia @ 618 Magolia St)Stormwater Infrastructure Replacement – Serious Stormwater Infrastructure deficiencies will be addressed during design development, Sidewalks – Limited improvements as determined during design developmentStreeUights – Limited improvements as determined by lighting study DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 EXHIBIT B - HOURLY RATE SCHEDULE The schedule of hourly labor rates for employees of the CM@Risk and its Subconsultants follow and are basedon the approved proposal submitted to the City. LIST OF CLASSIFICATIONS: Classification Direct Labor Rate Total Labor Rate Project Manager P in Services Lead Lead Estimator Lead Scheduler Senior Estimator Dashboard Support - PMSubcontractr) $160.43 ;185.11 ;120.25 $120.25 $136.47 ,180.00 $168.79 $194.75 $126.52 126.52 $143.58 $180.00 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 EXHIBIT C - SUBMITTAL REQUIREMENTS FOR THE GMP GMP submittal, one copy for review. One printed, signed original copy and a digital copy in searchable PDF format will be requested by the City of Denton prior tocontract execution Table of Contents: 1. Scope of Work2. Summary of the GMP3. Schedule of Values – summary spreadsheet and backup documents4. List of Plans and Specifications used for GMP Proposal5. List of clarification and assumptions 6. Project Schedule 1. Scope of work will consist of a brief description of the work to be performed by CM@Risk and major 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: GMP Summa A . Cost of the Work (Labor, Materials, Equipment, Warranty) CM@Risk’s Contingency mb Ceno onf'ra onsavm $Sales TaxesE F. TOTAL GIVIP G. Owner’s Contingen H. Contract 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 D1/F (Do not acquire bond or insurance until notified by the City of Denton Project Manager.) DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 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 organizedmanner 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 of values, 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 5. A list of the clarifications and assumptions made by the CM@Risk in the preparation of the GMP proposal,to supplement the information contained in the documents 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: 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 contact City of Denton Project Manager. DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 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 definedby 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 thIdate 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 Govemment Code.misdemeanor.a Sundt Construction, Inc. An offense under this section is a 2 D 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 N,m, ,f 1„,1 g,„„,m,„t ,m„, ,b,„t Hrh,m th, i.f,,m,ti,„ i„ thi, „,ti,„ i, b,i.g di„I„,d. 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 Section176.003(a)(2)(A). Also describe any family relations hip with the local govemment officer. Tbis 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 176.001(1-a), Local Government Code Attach additional pages to this Form CIQ as necessary. A Is the local goveuunent officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?[] Yes El No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named inthis section AND the taxable income is not received from the local governmental entity?[] Yes El No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? [= Yes D No D,Describe each employment or business and family relationship with the local government officer named in this section 4 5 [X 1 h,„, „, c,„ni,t ,f I„t„,,t t, d1,,1,,,. April 19, 2023 Signature of vendor doing business with the governmental entity Date + SUNDT RFP I CITY OF DENTON. NEIGHBORHOOD IB CMAR 1 44 DocuSign Envelope ID: B21FICE5-0747474E-A2Cl-DD7108A8B2D2 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy ofChapter 176 ofthe Local Government Code may be found at http://www.statutes.legis,state.tx.us/ Docs/LG/htm/LG 1 76.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 theparties. The term does not include a connection based on: (A) abrnsaction that is subject to rate or fee regulation by a federal, state, or local govemmental entity or an agency of a federal, state, or localgovernmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or leaseofgoods or senrjces from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code $ 176.003(a)(2){A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:(2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vardoc (B) has given to the local govemment cHeer or a family member oftheofHcer 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 govemmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code q 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and (1) has an employment or other business relationship with a local government officer of that local govemmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specifiedby Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local govemmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business 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) submitsto the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental entity; or(2) the date the vendor becomes aware' (A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right4f-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2 -273. – Prohibitions (3) it shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50,00) per gift, or multiple gift cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. 'orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 # SUNDT RFP I CITY OF DENTON. NEIGHBORHOOD IB CMAR 45 [k>cuSign Certificate Of Completion Envelope Id: B21FICE50747474EA2CI DD7108A8B2D2 Subject: Please DocuSign: City Council Contract 8225 CMAR Design Phase for Neighborhood 1 B Status: Completed Source Envelope: Document Pages: 30 Certificate Pages: 6 Signatures: 5 Initials: 1 Envelope Originator: Cod Power 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC4>6:00) Central Time (US & Canada) Record Tracking Status: Original 6/23/2023 5:15:37 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Signature Timestamp Sent: 6/23/2023 5:20:28 PM Viewed: 6/23/2023 5:20:49 PM Signed: 6/23/2023 5:21:11 PM Completed Using IP Address: 198.49.140.104 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 6/23/2023 5:21 :14 PM Viewed: 6/24/2023 8:05:36 PM Signed: 6/24/2023 8:06:31 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DocuSlgn•d bF IMartdlAt&Kb .4B070831&4AM38 Sent: 6/24/2023 8:06:34 PM Viewed: 6/24/2023 8:26:04 PM Signed: 6/24/2023 8:26:55 PM Signature Adoption: Pre-selected Style Using IP Address: 107.120.35.114 Signed using mobile ElectronIc Record and Signature Disclosure:Not Offered via DocuSign Joe Dooley jedooley@sundt.com Senior Vice President Security Level: Email, Account Authentication(None) -DocuSlgned brI &l DMu,.E14A3BFO03Dd4A2 Sent: 6/24/2023 8:26:59 PM Resent: 6/27/2023 8:15:20 AM Viewed: 6/27/2023 9:23:12 AM Signed: 6/27/2023 9:24:26 AMSignature Adoption: Pre-selected Style Using IP Address: 139.104.2.229 Signed using mobile Electronic Record and Signature Disclosure; Accepted: 6/27/2023 9:23:12 AMID: 25bd91c3-e4f02lbf9.b6b4-91b359a23ffa Signer Events Trevor Crain Trevor.Crain@cityofdenton.com Director of Capital Projects City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 6/27/2023 9:24:29 AM Viewed: 6/27/2023 10:01 :12 AM Signed: 6/27/2023 10:02:14 AM Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure:Accepted : 6/27/2023 10:01 :12 AMID: 3bb9fd3f-30584f98-ba81-a7ac6e3cb390 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: 6/27/2023 10:02:20 AM Viewed: 7/19/2023 7:56:13 AM Signed: 7/1 9/2023 7:56:40 AMUsing IP Address: 198.49.140.104 Cassandra Ogden cassandra.ogden@cityofdenton.com Chief Financial Officer City of Denton Security Level: Email, Account Authentication(None) Sent: 7/1 9/2023 7:56:44 AM Resent: 7/1 9/2023 9:03:35 AM Viewed: 7/1 9/2023 9:04:04 AM Signed: 7/1 9/2023 9:04:29 AMSignature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) 'DocuSiglnd brI l„ s„w.2437C77B897541 D. Sent: 7/19/2023 9:04:32 AM Viewed: 7/1 9/2023 1 1 :25:55 AM Signed: 7/19/2023 1 1 :28:51 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/1 9/2023 1 1 :25:55 AMID: e72e5102-74ee4430-8e91-769798cd4c62 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: 6/23/2023 5:21:14 PM Carbon Copy Events 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 Status Timestamp Sent: 6/27/2023 10:02:17 AM Viewed: 6/27/2023 12:18:26 PM Lori Hewell lori .hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/27/2023 10:02:18 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/19/2023 1 1 :28:54 AM Viewed: 7/19/2023 1 1 :33:32 AM Scott Fettig Scott.Fettig@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/1 7/2023 9:51 :50 AMID: 9a588f81-7fae-4ea8-8b44-c1 1 b4ffec860 Sent: 7/19/2023 11 :28:55 AM Seth Garcia Seth.Garcia@cityofdenton.com Program Manager Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 7/19/2023 9:43:22 AMID: 90545eed-cdf4=lb89-97be-d052alc02edc Sent: 7/19/2023 11 :28:57 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 6/23/2023 5:20:28 PM 7/19/2023 9:03:34 AM 7/1 9/2023 9:03:34 AM 7/1 9/2023 11 :25:55 AM 7/1 9/2023 11 :28:51 AM 7/1 9/2023 11 :28:57 AM Hashed/Encrypted Security Checked Security Checked 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, Trevor Crain, Jesus Salazar, Scott Fettig, 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. 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