Exhibit 10.1


	 
	
	 
	 
	CONSULTING
    AGREEMENT
	 
	 
	 
	BY
    AND BETWEEN
	 
	 
	 
	GENETHERA
	(“CLIENT”)
	 
	 
	AND
	 
	CUMMING
    MANAGEMENT GROUP, INC.
	(“CONSULTANT”)
	 
	 
	FOR
	 
	PROJECT
    MANAGEMENT SERVICES
	 
	 
	 
	 
	 
	 
	 
	 
	 
	 







    Page 1 of 5


     


    



CONSULTING
AGREEMENT


 


This
Consulting Agreement “Agreement” is entered into by and between Cumming Management Group, Inc.


 


(“CMGI”)
hereinafter referred to as “Consultant” and GeneThera hereinafter referred to as “Client”.


 


		1.	The
Consultant agrees to provide consulting support services as an independent contractor, by rendering an opinion to the Client in
accordance with the Client’s direction in support of its BSL-3 Lab Project Project (“Project”)
located in TBD City, Colorado.



 


		a.	The
Consultant agrees that it will adhere to the following procedures pursuant to this Agreement:



 


		(1)	The
Consultant shall report to the Client findings and conclusions reached during research of the various phases of its performance
hereunder, and provide, as required, support and assistance as requested by the Client.



 


		(2)	All
services performed under this Agreement shall be subject to review by the Client at all times.



 


		(3)	Client
shall designate a representative and single point of contact, as Dr. Tony Milici.



 


		b.	The
Consultant shall commence performance of this Agreement on April, 2021 and shall continue performance hereunder
until such time as determined by agreement of the parties. Both of, or either of, the beginning date and completion date may be
changed by mutual agreement of the parties. In the event that services continue beyond a specific completion date, Client shall
continue to compensate the Consultant per the terms and conditions of this Agreement.



 


		2.	In
support of the Consultant’s services, the Client agrees that it will provide the Consultant with all necessary data, plans,
records, and information gathered to perform this service at no cost to the Consultant. Client will make available specific representatives
of its organization, or other consultants to assist the Consultant on an as-needed basis.



 


		3.	In
consideration of the services provided by the Consultant, the Client shall pay the Consultant in accordance with the following
provisions:



 


		a.	The
Client shall pay the Consultant for services performed hereunder in accordance with the Fee Schedule, which is attached to this
Agreement as “Exhibit A” and as outlined herein. In consideration for the services to be performed,
Client agrees to pay Consultant based on hourly fee structure:



 


		i.	x
                                                                                                                                                                Hourly Not to Exceed USD $45,952



 


		b.	Reimbursable
Expense: If the services to be performed by the Consultant require additional expenses, the Client will reimburse solely those
expenses as established in writing that are actual, reasonable, documented, approved in writing by Client. Consultant shall keep
written records or accounts of expenses that are submitted for reimbursement to Client.



 


		c.	Scope
of services is as outlined in “Exhibit B”, if appropriate.



 


		4.	In
order for the Consultant to begin services pursuant to this Agreement, the Client shall provide a $_N/A__
retainer. The retainer shall be credited to the last invoice or returned to the Client after all outstanding invoices are paid
and all work is completed by the Consultant.



 


		5.	The
following payment provisions shall apply:



 


		a.	In
consideration for the above, Consultant shall be paid for work performed within 30 days of Client’s receipt of invoice.
Consultant shall invoice for services on a monthly basis.



 


		b.	The
Consultant shall not be required to perform any work for the Client or provide documentation and information to the Client, when
the Client is in default under this Agreement, including but not limited to when amounts due and payable per the terms of this
Agreement are unpaid.







    Page 2 of 5


     


    



		c.	Client
shall pay Consultant electronic payments to Consultant’s bank account.



 


Fifth
Third Bank, Cincinnati Ohio USA


ABA
Routing Number: 042000314


Account
Number: 7027049696


Account
Name: Cumming Management Group, Inc. 


Federal
Tax Number: 20-8782096


 


		6.	It
is understood and agreed that all information and/or data which is generated by the Consultant, and/or which is obtained by the
Consultant as a result of this Agreement with the Client, shall be considered confidential. Unless specified otherwise by the
Client’s authorized representative, the Consultant shall not disclose, any such information and/or data to any other person,
firm or organization, other than those that are necessary to perform the tasks associated with this Project. Consultant is authorized
to retain a copy of such Client’s project documents for its confidential files.



 


		7.	In
the event that the Client shall make a determination, in the exercise of its business judgment, to change, alter, amend or modify
any material or documents prepared by the Consultant pursuant to this Agreement, the Consultant shall not be responsible or liable
for the consequences of such action.



 


		8.	The
Consultant’s role is to assist the Client, as an independent contractor, in the performance of certain Client’s duties.
Consultant does not provide appraising, legal or professional design or engineering services. As a Consultant, there is no influence
over or guarantee of cost, quality, or timely completion of the Project.



 


		9.	The
Consultant has no authority to assume or create any commitment or obligation on behalf of Client or to bind Client in any respect
whatsoever and shall not represent that it has such authority or present itself as having such authority.



 


		10.	In
the event that any dispute shall arise with regard to any provision or provisions of this Agreement, the Agreement shall be subject
to, and shall be interpreted in accordance with the laws of the State of Colorado.



 


		11.	In
the event that the Consultant is required to provide consulting services beyond the term of this Agreement, or support the project
team, or provide support as a matter of resolution of the completion and/or close out of services, or provide added services including
support for legal action, the Consultant will be compensated by the Client based on the applicable billing rates, plus reimbursable
expenses.



 


		12.	This
Agreement may be terminated at any time by either party upon 30 days written notification or otherwise by mutual consent of the
parties. Client will compensate Consultant for reasonable costs per “Exhibit A”, for demobilization
of services, in the event that the Consultants services are terminated without proper and timely notice. In the event that any
party to this Agreement shall be deemed to be in default according to the terms and conditions of the Agreement, such party shall
have an opportunity to cure said default; in the event that any such default is not cured within five days of the date of the
act, event or occurrence of the default, then this Agreement shall be terminated and the parties may pursue their respective remedies
pursuant to this Agreement.



 


		13.	The
Client, by executing this Agreement accepts that the Client shall not hire staff or individual employee from the Consultant. In
the event that the Client does hire a staff or individual(s) employee within and up to 12 months of the Consultant providing services
to the Client, the Client shall compensate the Consultant at a rate of 75% of the staff individual’s annual base salary.
This compensation is due and payable within 30 days of the staff individual’s first day of work with the Client. This compensation
shall apply to any and all of the Client’s business ventures.




    Page 3 of 5


     


    


		14.	Consultant
shall maintain the following insurance.



 


		a.	Insurance.



 


		i.	Workers’
Compensation insurance for statutory benefits limits of the applicable Labor Code(s) and Workers’ Compensation law(s) with
minimum limits of $1,000,000 each accident for Bodily Injury by accident, $1,000,000 each employee for Bodily Injury by disease.



 


		ii.	Commercial
General Liability insurance, alone or in combination with Umbrella Liability Insurance, with limits totaling not less than $2,000,000.



 


		iii.	Professional
Liability, with limits of not less than $2,000,000 in aggregate.



 


		iv.	Automobile
Liability insurance with a minimum limit of $1,000,000 combined single limit per accident for bodily injury and property damage.



 


		v.	All
insurance shall be placed with insurance companies licensed to do business in the state of California and with an A.M. Best rating
of A-7 or better. Upon request of Client, Consultant shall provide Client with a certificate of insurance evidencing the coverage
described in this Article.



 


		15.	Client
shall require Architect, General Contractor and all Subcontractors to name the Client and Consultant as additional insured under
their respective General Liability policies, including Products and Completed Operations coverage provided for the Project at
a minimum, consistent for the duration of the applicable Statute of Repose. Client shall require that the additional insured endorsement
provide that any person or organization that Contractor, Subcontractor, Architect is required to add as an Additional Insured
under the Contract or Agreement shall be included as an Additional Insured (CG 20 38 04 13 or its equivalent).



 


		16.	Consultant
limits liability for any claims or judgments up to a maximum amount of 100% of the proposed fee for Consultant’s services.



 


		17.	The
Client and Consultant agree to mutually indemnify, defend, and hold harmless each other and its principals, directors, agents,
and employees from and against any and all demands, claims, and damages to persons or property, losses and liabilities, including
reasonable attorney’s fees, other than those arising out of or caused by either party’s willful misconduct, limited to the
Scope of Services provided, and subject to the limits of liability provided for in section 16 herein.



 


		18.	In
the event of a claim, litigation or other demand involving the Client which includes the Consultant as a party to any action,
the Client agrees to defend and hold Consultant harmless against any such actions.



 


		19.	Each
party hereto represents and warrants that the person executing this Agreement on behalf of such party is authorized to sign this
Agreement on behalf of such party.



 


		20.	Consultant
has no control over legal counsel, municipalities, utilities, lenders etc., the time required to obtain Project approvals is difficult
to anticipate and therefore this time will be tracked and invoiced based on actual time required.



 


		21.	This
Agreement constitutes the entire understanding of the parties hereto and supersedes all prior proposals, arrangements and/or understandings
between the parties hereto with regard to the Project. No statements or representations by either party, which are contrary to,
or in addition to, the terms and conditions of this Agreement shall be of any force or effort. This Agreement may not be altered,
changed, amended, or modified except by mutual agreement of the parties thereto in writing.







    Page 4 of 5


     


    



In
witness whereof the parties acknowledge and execute this Agreement on this   9th  
day of   APRIL, 2021.


 


	CONSULTANT:	 	CLIENT:	 
	Cumming
    Management Group, Inc.	 	Enter
    Client Name	 
	 	 	 	 	 	 	 	 
	By:		 	By:		 
	Title:
    	 Vice
    President	 	Title:	 CHAIRMAN
    & CEO	 
	Date:	 04/09/2021	 	Date:	 APRIL
    9th 2021	 




    Page 5 of 5


     


    





 


	“EXHIBIT
    A”
	To
    Consulting Agreement Between
	CUMMING
    MANAGEMENT GROUP, INC. AND GENETHERA
	BSL-3
    LAB PROJECT


 


		1.	FEE
SCHEDULE:



 


		a.	The
billing rates for Services provided for the Project by Consultant are as follows:



 


	Project
    Management	 
	 	 
	DISCIPLINE	HOURLY
    RATE
	Vice
    President	$230.00
	Managing
    Director / Project Director / Senior Director	$195.00
	Senior
    Scheduler	$200.00
	Senior
    Project Manager	$178.00
	Project
    Manager	$150.00
	Scheduler	$178.00
	Assistant
    Project Manager	$125.00
	Sr.
    Project Coordinator / Auditor	$115.00
	Project
    Coordinator	$105.00
	Administrator	$65.00
	 	 
	 	 
	Cost
    Management	 
	 	 
	DISCIPLINE	HOURLY
    RATE
	Vice
    President	$230.00
	Managing
    Director / Director / Regional Director	$188.00
	Associate
    Director	$180.00
	Senior
    Cost Manager	$178.00
	Cost
    Manager	$165.00
	Assistant
    Cost Manager / Estimating Technician / Intern	$118.00
	 	 
	Contracts
    and Risk Management/Dispute Avoidance	 
	 	 
	DISCIPLINE	HOURLY
    RATE
	Vice
    President	$285.00
	Associate
    Director	$188.00
	Contracts
    Manager	$178.00
	Consultant	$135.00
	Coordinator
    / Document Control	$85.00


 


		b.	Billing
rates will be applied to time spent working directly on the Project and will include travel time to and from meetings and/or Project
jobsite.



 


		c.	Consultant
retains the right to reasonably increase these billing rates and expenses annually at the beginning of each year. Client agrees
to not withhold its approval of such reasonable increases.



 


Consultant
Initial: _____________ Client Initial: ______________


 


88
Inverness Circle East, Building G, Suite 101, Englewood, Colorado 80112 Telephone: 303.771.0396




     


     


    

Page
2 of 2


 


		2.	SCOPE
OF SERVICES:



 


The
Scope of Services will be outlined in Exhibit B, Scope of Services.


 


		3.	REIMBURSABLE
EXPENSES:



 


		a.	Subconsultants
and Reimbursable Expenses provided through the Consultant shall be actual costs plus a mark-up of five percent (5%).



 


		b.	Included
in Consultant’s fee structure are standard overhead costs and supplies. Client will compensate Consultant for reimbursable
expenses required beyond standard overhead costs and supply expenses, which are considered standard for these consulting services.
The following are considered examples of expenses beyond our standard scope:



 


		1.	Out-of-region
travel, beyond a 50 mile radius of Consultant’s office.



 


		2.	Excessive
copies of lengthy reports, memos, drawings, and/or correspondence.



 


		3.	Excessive
office supplies, postage or long distance charges.



 


		4.	Project
specific requirements not typically included in Consultant’s regular tools for services. Such items may include, but are
not limited to, software, hardware, and equipment not currently being used by Consultant, or manuals, books or standards required
by specific municipalities or outside agencies involved with a specific project.



 


		5.	Any
direct and specific expenses required to provide services.



 


		4.	TAXES:



 


Consultant
is responsible to pay all applicable taxes as related to this Agreement. Payment of each invoice is considered full payment for
services rendered and Client is not liable for any taxes, dues, etc. beyond the amount invoiced.


 


	Consultant
    Initial: ___________	Client
    Initial: ___________
	 	 
	Date:
    ___________	Date:
    ___________


 


-End
of “Exhibit A”-


 


88
Inverness Circle East, Building G, Suite 101, Englewood, Colorado 80112 Telephone: 303.771.0396




     


     


    

	 	GeneThera
    - BSL-3 Lab Project

    TBD, CO

    

    CUMMING MANAGEMENT GROUP, INC.

    Exhibit B - DRAFT Scope of Services

    3/26/2021

    CONFIDENTIAL	 


 


Phase
1: Preconstruction Services - Team Selection, Program, Design and Permitting.


 


Assumes
Phase 1 estimated duration of:          3          months


 


	Item	Activities	Participation

    Level	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	A
    -Predevelopment 
	37	Master
    Planning Coordination	TBD	Coordinate
    Master Planning efforts in collaboration with the Client.	 	ls
    	 	0
    
	38	Confirm
    Program/Review Site Documents	TBD	Work
    with the Client and appropriate user groups to review current program and adjust as appropriate. Review all available site
    documentation.	 	ls
    	 	0
    
	39	Master
    Budget Creation, Confirmation and Approval	Significant

    Involvement	Work
    with the Client and project team to develop the initial Overall Project Budget which includes all project soft and hard costs.	1
    	ls
    	24
    	24
    
	40	Initial
    CPM Project Schedule	Significant

    Involvement	Work
    with Client and project team to develop the Overall Project Schedule which represents all Client activities, along with entitlement
    and permitting, team selection, utilities, design services, construction, move-in and occupancy.	1
    	ls
    	16
    	16
    
	41	Initial
    Project Cash Flow Development	Significant

    Involvement	Prepare
    Initial Project Cash Flow showing monthly projections for use with financing.	1
    	ls
    	8
    	8
    
	42	Financing
    Strategy	TBD	Work
    closely with the Client’s team in development of financing strategy.	 	ls
    	 	0
    
	43	Sustainability	TBD	Determine
    the requirements and support the implementation of a sustainability program.	 	ls
    	 	0
    
	44	Financing
    Support	TBD	Assist
    Client with documentation for financing including presentations and compilation of documentation, if appropriate.	 	ls
    	 	0
    
	45	Authorities
    Having Jurisdiction (AHJs)	TBD	Identify
    all Authorities Having Jurisdiction (AHJs) within the project boundaries and then develop a managed approach to each entity.	 	ls
    	 	0
    
	46	Utilities	TBD	Identify
    all utilities within the project boundaries and then develop a managed approach to each entity.	 	ls
    	 	0
    
	47	Coordinate
    with Entitlement Legal	TBD	Determine
    needs required for districting, zoning and entitlement, as appropriate.	1
    	ls
    	 	0
    
	48	Manage
    the Entitlement Process	TBD	Work
    with Municipalities, Utilities and consultants on behalf of the Client to provide the best solutions for efficient and reasonable
    approvals. Manage and track process. We have assumed a total of TBD hours for this activity.
    As this effort is difficult to determine, this work shall be tracked separately and billed at actual time spent. (3)	 	ls
    	 	0
    
	B
    -Design Consultant Selection / Negotiations
	49	Finalize
    Design Process and Delivery Approach	Significant

    Involvement	Work
    with the Client to finalize the design approach and coordinate efforts throughout the RFQ process. Assumes (3)
    coordination meetings.	1
    	ls
    	8
    	8
    



 



	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    1 of 7




     


     


    

	Item	Activities	Participation

    Level	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	50
    	Engineering
    Services (design or peer review)	TBD	Develop
    strategy and contract approach for sub-consultants.	 	ls
    	 	0
    
	51
    	Client
    Coordination	Significant

    Involvement	Participate
    in coordination meetings and follow-up coordination to assure that the selection process meets the Clients goals and expectations
    at every phase.	10
    	ea
    	2
    	20
    
	52
    	Design
    RFQ Draft	Significant
    Involvement	Develop
    / review the RFQ for Designer selection, meet with Client and provide suggestions/recommendations. Solicit designer interest,
    create long list of designers, implement RFQ.	1
    	ls
    	8
    	8
    
	53
    	Manage
    the RFQ process	Significant
    Involvement	To
    avoid continuous calls, receive all questions and compile them into comprehensive list. Draft responses and/or coordinate
    with the Client for response. Distribute to all firms.	1
    	ls
    	8
    	8
    
	54
    	Design
    RFQ Evaluation	Significant
    Involvement	Read
    and evaluate all RFQ responses. Work with Client to develop approach to evaluation including scoresheet if appropriate. Prepare
    comparative matrices with data. Coordinate with Client during shortlist process. (Assuming 6 responses
    for evaluation).	1
    	ls
    	12
    	12
    
	55
    	Designer
    Selection RFP Process (Assumes GMP Delivery Method) - Drafting RFP & Attachments	Significant
    Involvement	Draft/review
    RFP for Designer selections; Meet with Client representatives and provide suggestions/recommendations. Refine and finalize
    RFP including creation of exhibits. Implement RFP.	1
    	ls
    	8
    	8
    
	56
    	Designer
    Selection RFP Process (Assumes GMP Delivery Method) - Drafting Agreement	Significant
    Involvement	Modify
    the Design Agreement or develop a contract format that is complementary with the GMP Delivery Method and project RFP. Review
    with Legal.	1
    	ls
    	8
    	8
    
	57
    	Manage
    RFP process	Significant
    Involvement	Coordinate
    site visit. To avoid continuous calls, receive all questions and compile them into comprehensive list. Draft responses and/or
    coordinate with the Client for response. Distribute to all firms.	1
    	ls
    	12
    	12
    
	58
    	Design
    RFP Evaluation	Significant
    Involvement	Read
    and evaluate all RFP responses. Work with Client to develop approach to evaluation including scoresheet if appropriate. Prepare
    comparative matrices with data.	1
    	ls
    	12
    	12
    
	59
    	Design
    Consultant Worksessions (Interviews)	Significant
    Involvement	Participate
    as a non-voting member of the selection committee, to maximize effectiveness in contract negotiations.	1
    	ls
    	12
    	12
    
	60
    	Contract
    Negotiations	Significant
    Involvement	Participate
    in negotiations of contract terms and prepare Final Agreement for execution. We have assumed a total of 10
    hours for this activity. As this effort is difficult to determine, this work shall be tracked separately and billed at actual time spent. (2)	1
    	ls
    	10
    	10
    
	C
    - Contractor Selection / Negotiations
	61
    	Insurance
    & Bonding (Subguard)	TBD	Meet
    with Client’s insurance representatives and discuss coverages. If OCIP, assume additional involvement.	 	ls
    	 	0
    
	62
    	Finalize
    Construction Delivery Approach	TBD	Work
    with Client to finalize the construction approach. [CM/GC, D-B, Integrated Project Delivery, Lump Sum or other]. Coordinate
    efforts throughout the RFQ process. Assumes (TBD) coordination meetings.	 	ls
    	 	0
    
	63
    	Client
    Coordination	TBD	Participate
    in coordination meetings and follow-up coordination to assure that the selection process meets the Clients goals and expectations
    at every phase.	 	ea
    	 	0
    


 


	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    2 of 7



     


     


    

	Item	Activities	Participation

    Level	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	64	Contractor
    Selection (Assumes GMP Delivery Method) - RFQ Process	TBD	Develop
    / review the RFQ for contractor selection. Meet with Client and provide suggestions/recommendations. Solicit Contractor interest,
    create long list of Contractors, implement RFQ.	 	ls	 	0
	65	Manage
    the RFQ process	TBD	To
    avoid continuous calls, receive all questions and compile them into comprehensive list. Draft responses and/or coordinate
    with the Client for response. Distribute to all firms.	 	ls	 	0
	66	Contractor
    RFQ Evaluation	TBD	Read
    and evaluate all RFQ responses. Work with Client to develop approach to evaluation including scoresheet if appropriate. Prepare
    comparative matrices with data. Coordinate with Client during shortlist process. (Assuming TBD responses
    for evaluation).	 	ls	 	0
	67	Contractor
    Selection RFP Process (Assumes GMP Delivery Method) - Drafting RFP & Attachments	TBD	Draft/review
    RFP for Contractor selection; Meet with Client representatives and provide suggestions/recommendations. Refine and finalize
    RFP including creation of exhibits. Implement RFP.	 	ls	 	0
	68	Contractor
    Selection RFP Process (Assumes GMP Delivery Method) - Drafting Agreement	TBD	Modify
    the Contractor Agreement or develop a contract format that is complementary with the GMP Delivery Method and project RFP.
    Review with Legal.	 	ls	 	0
	69	Manage
    RFP process	TBD	Coordinate
    site visit. To avoid continuous calls, receive all questions and compile them into comprehensive list. Draft responses and/or
    coordinate with the Client/Design Team for response. Distribute to all firms.	 	ls	 	0
	70	Contractor
    RFP Evaluation	TBD	Read
    and evaluate all RFP responses. Work with Client to develop approach to evaluation including scoresheet if appropriate. Prepare
    comparative matrices for all proposal exhibits in an easy to evaluate report. (Assuming TBD proposals
    for evaluation).	 	ls	 	0
	71	Contractor
    Worksessions (Interviews)	TBD	Participate
    as a non-voting member of the selection committee, to maximize effectiveness in contract negotiations, interviews and follow-up
    coordination.	 	ls	 	0
	72	Contract
    Negotiations	TBD	Participate
    in negotiations of contract terms and prepare Final Agreement for execution. We have assumed a total of TBD
    hours for this activity. As this effort is difficult to determine, this work shall be tracked separately and billed
    at actual time spent. (2)	 	ls	 	0
	73	Key
    Subcontractor Selection	TBD	Participate
    with the Selected GC in the competitive selection process of key subcontractors.	 	ls	 	0
	D
    - Preconstruction Meetings & Coordination
	74	Kick
    Off Meeting Prep - Programming	Significant

    Involvement	Work
    in collaboration with Client and selected Designer to establish procedures moving forward.	1	ls	8	8
	75	Pre-Programming
    Planning	Significant

    Involvement	Work
    with Client to establish Programming parameters and outline methodology and plan for moving forward.	1	ls	8	8
	76	User
    Group Coordination/Attendance	Significant

    Involvement	Participate
    in coordination sessions with Client and internal user group teams (Assumes 2 user groups
    over 2 week duration).	1	ls	4	4
	77	Programming
    Correspondence, Communication and Follow-up	Significant

    Involvement	Communication
    with Client throughout the programming phase.	1	ls	16	16
	78	Designer
    Coordination - Programming	Significant

    Involvement	Work
    with the Designer for various upgrades and evolutions of the Program to be certain they comply with direction from Client’s
    leadership.	1	ls	8	8
	79	Review
    of the Draft Program Concepts	Significant

    Involvement	Joint
    review of the draft Program concepts by Client, Designer and Project One. Work with Client to review, answer questions, and
    provide feedback.	1	ls	8	8
	80	Review
    of Final Program Concept	Significant

    Involvement	Joint
    review of the final Program by Client, Designer and Project One. Ensure all comments, questions and feedback have been addressed.	1	ls	12	12


 


	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    3 of 7



     


     


    

	Item	Activities	Participation

    Level	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	81	Program
    Acceptance	Significant

    Involvement	Program
    receipt and final acceptance by Client ensuring that all open items are addressed and completed.	1	ls	8	8
	82	Design
    Document Reviews	TBD	Review
    the design documents at each design phase including: Programming/Concept Design, Schematic Design, Design
    Development and Construction Documents for compliance and clarity of the Client’s goals and expectations. Coordinate
page-flip reviews with Client as necessary.	 	ea	 	0
	83	Budget
    and Schedule Updates	TBD	Review
    the various updates of budgets and schedules at each design phase.	 	ea	 	0
	84	Pre-construction
    Coordination	TBD	Participate
    in regular coordination meetings, tracking documentation, follow-up and overall interface for the development of the
details for the project.	 	wks	 	0
	85	Client
    Internal Meetings with Key Decision-makers
    and Committees	TBD	Prepare
    for and attend meetings with the Client and key personnel to discuss key project decisions and direction.
    Document results of such meetings.	 	ea	 	0
	86	VE,
    scope revisions, subcontractor selection, release authorizations etc.	TBD	Work
    with the project team to evaluate the program, details and constructability to assure the most cost effective and timely approaches
    to planning, design and construction. Update/confirm the overall project budget at these key milestone points.	 	ls	 	0
	87	Finalization
    of the Final Guaranteed Maximum Price	TBD	Work
    with the Client and Contractor to finalize the Final Guaranteed Maximum Price, including review of cost summary and bids,
    review and finalization of clarifications, appropriate supporting documentation and drafting/finalizing the amendment to the
    Contract.	 	ls	 	0
	88	Staff
    Training, if appropriate	TBD	Work
    collaboratively with staff, providing training with numerous concepts and management training tools.	 	ls	 	0
	E
    - Other Vendor Procurement
	89	Phone
    /Fiber	TBD	Coordinate
    with Client and vendors to determine project needs and finalize service agreements. Coordination as required between vendors
    and design team to make sure any infrastructure requirements related to construction are incorporated into the design.	 	ls	 	0
	90	Cable
    TV / Satellite	TBD	Coordinate
    with Client and vendors to determine project needs and finalize service agreements. Coordination as required between vendors
    and design team to make sure any infrastructure requirements related to construction are incorporated into the design.	 	ls	 	0
	91	Low
    Voltage (Cabling)	TBD	Work
    with Client to develop an approach to low voltage cabling vendor selection and implement approach through contract execution.	 	hr	 	0
	92	Network/Technology	TBD	Coordinate
    with Client and vendors on needs related to network/technology, including identifying procurement process. Coordination as
    required between Client, vendors and design team to make sure any infrastructure requirements related to construction are
    incorporated in the design.	 	ls	 	0
	93	Power
    and Gas	TBD	Coordinate
    project requirements with Power and Gas Company to coordinate services to the project. Coordination with Client, engineers
    and utility company through execution of a final service agreement.	 	ls	 	0
	94	Commissioning	TBD	Work
    with Client and project team to develop an approach to commissioning. Issue RFPs, vendor selection and contract negotiation.
    Coordination of commissioning peer review of drawings.	 	ls	 	0


 


	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    4 of 7



     


     


    

	Item	Activities	Participation

    Level	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	95	Hardware,
    Security & Electronics	TBD	Work
    with Client to identify security and access control requirements and to develop approach to vendor selection. Coordination
    as required between vendors and design team to make sure any infrastructure requirements related to construction are incorporated
    into the design. Implement vendor selection process.	 	ls	 	0
	96	Audio
    Visual	TBD	Work
    with Client to identify A/V and Public Address requirements and to develop approach to integrator selection. Coordination
    as required between vendors and design team to make sure any infrastructure requirements related to construction are incorporated
    into the design. Implement vendor selection process.	 	ls	 	0
	97	Typical
    Fixtures, Furnishings & Equipment	TBD	Assist
    Client and designers in developing the approach to procurement of Furniture, Fixtures and Equipment.	 	ls	 	0
	98	Soils
    Investigation and Testing & Inspection	TBD	Issue
    RFP’s, vendor selection and contract negotiation.	 	ls	 	0
	99	Accreditation
    / Certification	TBD	Assist
    Client and designer with establishing criteria and process.	 	ls	 	0
	100	Move
    Coordination	TBD	Lead
    the move coordination effort as required by Client. Issue RFP, vendor selection and contract negotiation. (This can be provided
    as additional services if requested).	 	ls	 	0
	101	Signage
    & Graphics Coordination	TBD	Assist
    Client and designers in developing the approach to signage and branding/graphics as required. Issue RFP’s, vendor selection
    and final negotiation.	 	ls	 	0
	102	Artwork
    Coordination	TBD	Assist
    Client and designers in developing the approach to artwork as required. Issue RFP’s, vendor selection and final negotiation.	 	ls	 	0
	103	Food
    Service	TBD	Assist
    the Client in the coordination of the Food Service design. Assumes design is managed as a subconsultant under Designer contract
    and procurement is managed as a subcontractor under Contractor.	 	ls	 	0
	 	 	 	 	 	 	 	 
	Phase
    1 Services - Pre-construction Subtotal (hours)	238
	Phase
    1 Services - Pre-construction Subtotal ($)	$      45,952
	Phase
    1 Services - Pre-construction Monthly Average Cost ($/month)	$      15,317
	Based
    on estimated duration in months of: 	3



 


Phase
2: Construction Services Including Project Closeout


 


Assumes
Phase 2 estimated duration of:                         months


 


	Item	Activities	Project
    One

    Participation	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	F
    - Cost / Schedule / Quality Control
	108	Cost
    Control Management	TBD	Establish
    Cost Control Procedures to be used by Team for the Project. Identify Accounting Process.	0	ls	 	0
	109	Schedule
    Control Management	TBD	Establish
    Schedule Control Procedures to be used by Team for the Project.	0	ls	 	0
	110	Quality
    Control Management	TBD	Establish
    Quality Control Procedures to be used by Team for the Project.	0	ls	 	0
	111	Project
    Audits	TBD	Provide
    pre-audits, mid-project audits and post-project audits.	0	ls	 	0
	G
    - Construction Phase


 


	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    5 of 7



     


     


    

	Item	Activities	Participation

    Level	Responsibilities	Unit	Unit
    of

    measure	Quantity

    (Hours)	Total
    Hours
	112	Construction
    Supervision / Quality Assurance -Quality Control	TBD	Project
    oversight. Work closely with the contractor and designers and participate in regular project meetings / review construction
    status on-site.	 	wks	 	0
	117	Client
    Internal Meetings with Key Decision-makers	TBD	Prepare
    for and attend meetings with the Client and key personnel to discuss key project decisions and direction. Document results
    of such meetings (Open Issues Log).	 	ea	 	0
	118	Owner
    / Architect-Engineer / Contractor Coordination Meetings	TBD	Participate
    in regular O/A/C meetings, coordination, tracking documentation, and overall coordination of the details for the project.	 	wks	 	0
	119	Change
    Orders	TBD	Review,
    negotiate, track and manage Change Requests and Owner Change Orders.	 	mon	 	0
	120	Financial
    Tracking	TBD	Monthly
    Financial Tracking via the Budget Tracking Log and Contract Tracking Logs. Manage Client’s Contingency on a monthly basis.	 	mon	 	0
	121	Schedule
    Tracking	TBD	Monthly
    Schedule Tracking.	 	mon	 	0
	122	Monthly
    Draws	TBD	Review
    GC Pencil copy and other Client invoices. Suggest revisions and review final monthly pay requests.	 	mon	 	0
	123	Monthly
    Progress Report	TBD	Provide
    a monthly progress report for the Client.	 	mon	 	0
	124	Contractor
    Lien Tracking	TBD	Track
    Contractors monthly lien waivers.	 	mon	 	0
	125	Follow-up
    Correspondence	TBD	Read
    and follow-up on correspondence, documentation, questions, and issues throughout the project.	 	mon	 	0
	126	Authorities
    Having Jurisdiction (AHJ) Coordination	TBD	Meet
    with appropriate agencies/AHJs to determine project needs and interface throughout. We have assumed a total of TBD
    hours for this activity. As this effort is difficult to determine, this work shall be tracked separately and billed
    at actual time spent. (3)	 	ls	 	0
	127	Client/Lender
    Reporting	TBD	Support
    preparation of Corporate or Lender required documentation.	 	mon	 	0
	128	Final
    Turnover and Close-Out	TBD	Final
    Close-out of Project Documentation. Includes participation in punchlist walkthrough for purposes of coordination.	 	ls	 	0
	H
    - Other Vendors Construction
	129	Phone
    / Fiber	TBD	Work
    with phone company representatives and Contractor to coordinate service to site.	 	ls	 	0
	130	Cable
    TV / Satellite	TBD	Work
    with cable company representatives and Contractor to coordinate services to the site.	 	ls	 	0
	131	Low
    Voltage (Cabling)	TBD	Coordinate
    with Client, vendors and Contractor on installation of low voltage cabling.	 	ls	 	0
	132	Power
    and Gas	TBD	Coordinate
    with Client, Contractor and Power/Gas entities to install services to site.	 	ls	 	0
	133	Commissioning	TBD	Coordinate
    with Client, Contractor and vendor for commissioning process during and after construction.	 	ls	 	0
	134	Security
    & Electronics	TBD	Coordinate
    with Client, Contractor and vendors for installation of security and access control systems onsite.	 	ls	 	0
	135	Network/Technology	TBD	Assist
    Client in coordination of installation of network and technology equipment and systems onsite.	 	ls	 	0
	136	Audio
    Visual	TBD	Coordinate
    with Client, Contractor and integrators for installation of A/V and Public Address systems including equipment and infrastructure
    onsite.	 	ls	 	0


 


	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    6 of 7



     


     


    

	Item
    	Activities
    	Participation

Level 	Responsibilities
    	Unit
    	Unit
    of

measure 	Quantity

(Hours) 	Total
    Hours 
	137
    	Typical
    Fixtures, Furnishings & Equipment 	TBD
    	Assist
    Client and vendors with coordination of tracking, delivery and installation of FF&E, including coordination with Contractor.
    	 	ls
    	 	0
    
	138
    	Testing
    & Inspection 	TBD
    	Coordinate
    with design team and Contractor on results of Testing & Inspection reports. 	 	ls
    	 	0
    
	139
    	Accreditation
    / Certification 	TBD
    	Assist
    Client, designers, vendors with accreditation, as required. 	 	ls
    	 	0
    
	140
    	Move
    Management 	TBD
    	Work
    with the Client’s Staff to develop the Move Management plan. Coordinate with move vendor. Assumes Client will manage process
    on day of the move. (This can be provided as additional services if requested). 	 	ls
    	 	0
    
	141
    	Signage
    & Graphics Coordination 	TBD
    	Coordinate
    with Client, Contractor and vendors for installation of signage and graphics onsite. 	 	ls
    	 	0
    
	142
    	Artwork
    Coordination 	TBD
    	Coordinate
    with Client, Contractor and vendors for installation of artwork onsite. 	 	ls
    	 	0
    
	143
    	Food
    Service 	TBD
    	Assist
    the Client in the coordination of the Food Service installation and commissioning. Assumes design is managed as a subconsultant
    under Designer contract and procurement is managed as a subcontractor under Contractor. 	 	ls
    	 	0
    
	I
    - Other Scope
	 	To
    Be Determined 	TBD
    	As
    Required by Client and Cumming. 	 	ls
    	 	0
    
	Phase
    2 Services -Construction & Closeout Subtotal (hours) 	0
    
	Phase
    2 Services -Construction & Closeout Subtotal ($) 	$                -
	Phase
    2 Services -Construction & Closeout Monthly Average Cost ($/month) 	#DIV/0!
    
	Based
    on estimated duration in months of: 	0
    
	 	 



	TOTAL
    HOURS INCLUDING PHASE 1 & 2 SERVICES 	238
    
	TOTAL
    PROPOSED FEE INCLUDING PHASE 1 & 2 SERVICES 	$      45,952
	TOTAL
    MONTHLY AVERAGE FEE BASED ON PHASES 1 & 2 	Assumes
    	3
    	Months
    	$      15,317


 


Proposal
Notes:


 


		1	Proposal
assumes that services shall begin in April 2021.



 


		2	Contract
negotiations, if required, are estimated at reasonable number of hours. As this effort is difficult to determine, this work shall
be tracked separately and billed at actual time spent outside of this proposal.



 


		3	As
outside utilities and municipalities/AHJs are outside the control of the Client’s Representative and Client, these costs are difficult
to determine. This work is noted at reasonable time for such tasks, however, will be tracked separately and billed at actual time
spent outside of this proposal.



 


		4	Hours
allocated within each task and within each Phase are not guaranteed by line item, and represent an estimate at the time of execution
of the Agreement by the parties. Please see Standard Consulting Agreement for assumed cost of services.



 


Consultant
Initial: ________ Client Initial: _________


 


	Please
    treat this proprietary information as confidential and privileged material which is intended for the sole use of the recipient.
    Any other use or distribution is strictly prohibited.



 


Page
    7 of 7