MASTER

PROFESSIONAL SERVICES AGREEMENT

This Agreement is made as of ___________, 20___ (the “Effective Date”), by and between:

The Owner: TARRANT COUNTY COLLEGE DISTRICT 300 Trinity Campus Circle Fort Worth, Texas 76102 and

Professional:

Street Address City for the Project(s): To be identified in the respective Service Authorization issued pursuant to this Master Professional Services Agreement;

for the following Services: __________________ as more particularly set out in the respective Service Authorization issued pursuant to this Master Professional Services Agreement.

The Owner and Professional (collectively, the “Parties”) acknowledge and agree that Owner may (in its sole discretion) issue one or more Service Authorizations to Professional pursuant to and consistent with the Owner’s Master Professional / Consulting Services Program (“Owner’s Master Services Program”), incorporating the terms of this Master Professional Services Agreement by reference. The Owner’s current form of Service Authorization is attached hereto as Exhibit A and incorporated herein.

Each individual Project shall be governed by this Master Professional Services Agreement upon execution by both parties of a Service Authorization pursuant to the Owner’s Master Services Program. Each executed Service Authorization shall constitute an individual agreement for an individual Project which incorporates this Master Professional Services Agreement as part of its terms. In the event of a conflict between the terms of this Agreement and the Service Authorization for a specific Project, the terms of the Service Authorization for the respective Project will control.

Professional expressly acknowledges and agrees that Owner is under no obligation to issue one or more Service Authorizations hereunder to Professional and has made no promises or representations to Professional with regard to its commitment to issue one or more Service Authorizations to Professional under this Agreement or the Owner’s Master Services Program.

Professional’s Texas Tax Account No. ____________________

The Owner and the Professional further agree as follows:

1. DEFINITIONS

Unless the Service Authorization for a respective Project expressly provides otherwise, the terms defined in this Article 1 shall, for the purposes of this Master Professional Services Agreement and any Service Authorization issued hereunder, have the meanings herein specified.

EXHIBIT K.1 -Master Public Services Agreement

RFQ#26-007

Tarrant County College District

MASTER PROFESSIONAL SERVICES AGREEMENT

TCCD.Template.PSA.Master.RCB.100421.Clean. 4831-6074-7261 1

1.1 Contract Documents. “Contract Documents” shall mean collectively, this Master Professional Services Agreement (the “Agreement”) and all exhibits hereto and documents incorporated herein by reference. Except with regard to the terms of a Service Authorization for a specific Project, the terms of this Agreement shall control in the event of a conflict with other Contract Documents. Exhibits included in the Contract Documents are as follows:

Exhibit A: Service Authorization (Form) Exhibit B: Additional Services/Hourly Rate Schedule Exhibit C: Instruments of Service: Conveyance of Rights to Owner Exhibit D: Insurance Requirements Exhibit E: Supplemental Contract Terms Exhibit F: Final Release for Service Authorization (Form) Exhibit G: Anti-Boycott Israel Verification (Chapter 2271, Tex. Gov’t Code) Exhibit H: Felony Conviction Notification (Section 44.034, Tex. Education Code) Exhibit I: M/WBE/HUB Participation Commitment and Other District M/WBE/HUB Program

Requirements

1.2 Services. "Services" shall mean those activities performed by the Professional pursuant to a Service Authorization for a respective Project issued pursuant to this Agreement and shall be inclusive of all work and services necessary to fully perform the activities set forth and described in the respective Service Authorization.

1.3 Contractor. The "Contractor" shall mean the entity selected by Owner to provide construction services for the respective Project pursuant to the Construction Contract for that Project.

1.4 Construction Contract. The "Construction Contract” shall mean the separate agreement entered into by Owner for construction services for the respective Project identified in the Service Authorization issued pursuant to this Agreement, including the General Conditions of the contract (if any) and all exhibits and documents incorporated therein by reference. Nothing contained in the Construction Contract shall establish privity of contract between the Professional and the Contractor or between Professional and any other Owner-retained professional.

1.5 Architect. The "Architect" shall mean the entity engaged by the Owner as the Architect of record or the primary Architect for the respective Project identified in the Service Authorization issued pursuant to this Agreement.

1.6 Owner’s Project Manager. The “Owner’s Project Manager” (or “Project Manager”) shall mean the entity or individual, if any, engaged or employed by the Owner to assist in the management of the respective Project.

Except as otherwise directed in writing by Owner, Professional shall furnish to Owner’s Project Manager copies of all notices and written communications by or through Professional to Owner, contemporaneously with such notice to Owner. Professional shall cooperate fully with the Owner’s Project Manager with regard to the Services it has been retained to furnish to Owner and shall provide Owner’s Project Manager full access to the Project, to the same extent as required for the Owner. However, Project Manager shall have no authority to bind the Owner, and notice to the Project Manager shall not be deemed notice to the Owner.

Except as otherwise provided in the Service Authorization for a respective Project or as otherwise directed in writing by Owner, the Owner has engaged the following Project Manager for Service Authorizations to be issued pursuant to this Agreement:

Project Manager: ____________________

EXHIBIT K.1 -Master Public Services Agreement

RFQ#26-007

Tarrant County College District

2. PROFESSIONAL'S SERVICES

2.1 Basic Services. Professional shall perform the Scope of Services specified in the respective Service Authorization issued pursuant to this Agreement and shall be paid the compensation provided therein for said Services. Except for the payment to Professional of Reimbursable Expenses as authorized herein or the respective Service Authorization, the compensation set forth in respective Service Authorization shall be Professional's sole and total compensation for all costs, overhead and profit, including all federal, state, and local statutory benefit taxes, income taxes and sales, use and excise taxes which relate to the performance of the Basic Services for the respective Project by Professional or by any employee, agent, representative or subconsultant of Professional.

2.2 Subconsultant Fees and Markup. Unless as otherwise expressly provided in the respective Service Authorization, Professional shall pay for all subconsultant’s services and costs associated with their services under respective Service Authorization, whether Basic Services or Additional Services, out of Professional’s Compensation, and Professional shall not be entitled to a mark-up of such subconsultant fees or costs. Owner is not responsible for any subconsultant fees or costs unless expressly agreed to in writing or as otherwise expressly provided in respective Service Authorization.

2.3 Additional Services. Additional Services are Services not identified or reasonably inferable as Basic Services included in the respective Service Authorization and shall be referred to herein as "Additional Services."

Additional Services shall be provided only if authorized in writing, in advance, by the Owner. Additional Services shall be paid for in addition to the fees paid for Basic Services and shall be paid based upon Professional's hourly rates (plus reimbursable expenses) set forth in Exhibit B, and subject to any maximum “Not to Exceed” amount as may be set forth in the respective Service Authorization. Under no circumstances will the Owner be obligated to compensate the Professional or others for fees and expenses related to Additional Services unless the Owner has authorized the performance of such Services in writing in advance.

2.4 Reimbursable Expenses. Reimbursable Expenses are in addition to compensation for Basic and Additional Services. Except as may otherwise be provided in the respective Service Authorization, Reimbursable Expenses recoverable by the Professional under such Service Authorization are limited to the following (the “Reimbursable Expenses”):

a. Reasonable travel and living expenses of Professional outside its headquarter city, incurred on visits pre-approved by Owner to the Project as required by the respective Service Authorization or as otherwise authorized by Owner. Private transportation shall be reimbursed at the IRS standard mileage rate in effect at the time of travel; commercial air travel shall be reimbursed at tourist class rates, unless otherwise authorized by Owner. Meals should be within reasonable limits and are subject to a $30 per person, per day, maximum.

b. The actual cost of office supplies, parking, document reproduction, check plots, mylar ink plots, CAD plots, mock-ups (if authorized by Owner), typography, technical specifications, offset printing, laser plots, long-distance telephone, photography, photographic supplies and prints, renderings, models (if authorized by Owner), postage, delivery, computer equipment time, and other similar project related expenses.

c. Any additional insurance costs pre-approved by Owner in writing.

d. The lump sum fee for subconsultants approved in the respective Service Authorization or actual cost not to exceed any maximum fee set out in the respective Service Authorization or as otherwise pre-approved in writing by Owner.

EXHIBIT K.1 -Master Public Services Agreement

RFQ#26-007

Tarrant County College District

Costs and expenses not specifically listed above, unless previously approved in writing by Owner, are not reimbursable. Further, personal items, such as magazines, candy, cigarettes, airline beverages, etc., are not reimbursable. Professional shall not be entitled to any additional mark-up except as otherwise agreed in writing by the Owner or as otherwise expressly provided in the respective Service Authorization.

2.5 Standard of Care. Professional agrees and acknowledges that Owner is entering into this Agreement and any respective Service Authorization in reliance on Professional’s represented professional abilities with respect to performing Professional’s Services, duties, and obligations under this Agreement and the respective Service Authorization. To the fullest extent as may be permitted to be required by Applicable Law, Professional shall perform its Services (i) with the professional skill and care ordinarily provided by competent Professionals practicing under the same or similar circumstances and professional license; and (ii) as expeditiously as is prudent considering the ordinary professional skill and care of a competent Professional (hereinafter referred to as the “Standard of Care”). Professional shall provide all qualified personnel necessary to accomplish Professional's Services within the time limits, if any, set forth in the respective Service Authorization. Upon entering into each respective Service Authorization, Professional represents that it has the knowledge, ability, skills and resources to provide such Services in accordance with the terms and requirements of the respective Service Authorization.

2.6 Cooperation with Others. Professional agrees to consult with Owner, Owner’s designated Program Manager (if any), and, where applicable, Owner's Architect, other professionals, and Contractor to ensure that all Services performed by Professional are performed in a timely manner and that completion of such Services will not delay the activities of Owner's other professionals, Architect, or the Contractor.

2.7 Compliance with Applicable Law. Professional shall perform its Services in compliance with all applicable national, federal, state, municipal, and State of Texas laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction over the Project (“Applicable Law”).

2.8 Existing Conditions and Information from Owner. Professional shall use reasonable efforts to verify the accuracy and suitability of any drawings, plans, sketches, instructions, information, requirements, procedures, requests for action, and other data supplied to Professional by Owner, or any other party, that Professional uses for the respective Project. Owner makes no express warranties or representations as to the accuracy or suitability of information provided to the Professional by the Owner or by others. Professional shall provide prompt written notice to the Owner if Professional becomes aware of any errors, omissions or inconsistencies in any Services or information furnished by or through the Owner. Without limiting the foregoing, if Professional discovers or becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Professional’s Instruments of Service, the Professional shall notify the Owner within 10 days of the time it becomes so aware or makes such discovery.

2.9 Coordination of Services. Professional is responsible to coordinate its work or Services with all applicable existing buildings, infrastructure and other conditions, as well as all existing utilities and Services for the respective Project. Any required notifications for the Professional’s work or Services are the responsibility of the Professional to be communicated to the Owner, and any other applicable agencies or utility companies or governing authorities.

2.10 Correction of Services. Professional agrees that any Services performed under the respective Service Authorization failing to satisfy Professional’s Standard of Care will be promptly corrected or re-performed at no cost to Owner such that all such Services, once corrected or re-performed, satisfy the Professional’s Standard of Care. If Professional is unable to carry out any such re-performance or correction, Owner shall have the right to hire another professional to carry out such re-performance or correction and Professional shall reimburse the Owner for those reasonable costs incurred by Owner in connection with the Services required for such correction or re-performance.

EXHIBIT K.1 -Master Public Services Agreement

RFQ#26-007

Tarrant County College District

2.11 Responsibility for Acts and Omissions. Professional shall be responsible to the Owner for acts and omissions of the Professional's employees, subconsultants (of every tier) and their agents and employees, and other persons or entities performing portions of the Services for or on behalf of the Professional or any of its subconsultants. Owner’s approval or acceptance of Professional's Services will not release Professional from any liability for such services because Owner is, at all times, relying upon Professional's skill and knowledge in performing Professional's services.

2.12 Professional’s Designated Representative and Key Personnel. Professional has designated the following person as its representative primarily responsible for Professional's Services under this Agreement and, except as otherwise expressly provided in the respective Service Authorization, under all Service Authorizations issued hereunder:

The Professional’s Designated Representative identified herein shall act on behalf of Professional with respect to all of its Services and shall be available as required for the benefit of the Project and the Owner. The designated representative shall not be changed without prior approval of the Owner, which approval shall not be unreasonably withheld. Professional also agrees to identify in advance and obtain Owner's prior written approval for all key personnel who will be utilized by Professional in carrying out the Services under any respective Service Authorization.

2.13 Documentation. The Professional shall fully document its Project activities, in drawings, reports or other methods as appropriate to the scope of Services and as identified in this Agreement and the respective Service Authorization. The Professional shall bear the cost of providing all plans, specifications and other documents used by the Professional and its subconsultants.

2.14 Communication. Professional shall transmit all project related communication and documentation between the Owner and the Professional through the Owner or Owner’s designated Program Manager. The Professional shall coordinate all project communication and documentation using program management software as designated by the Owner.

2.15 Independent Contractor. Professional shall at all times be an independent contractor and have sole responsibility for and control over all means, methods, techniques, sequences and procedures for coordinating and scheduling its Services to achieve the requirements of this Agreement and the respective Service Authorization.

Nothing in this Agreement or the respective Service Authorization shall be deemed to imply or represent that the Professional, its representatives, agents, employees or its subconsultants of any tier are the agents, representatives or employees of Owner or any other Indemnified Party. Professional shall be solely responsible for compliance with all applicable withholding taxes, social security taxes, unemployment taxes, and workers’ compensation, and for providing all compensation and benefits to its employees performing any of the Services or work on the respective Project. Professional shall not have the authority to enter into agreements on behalf of or to otherwise bind Owner nor shall Professional represent to any person that it has the authority to do so. Furthermore, under no circumstances shall Professional have the authority to: (a) amend or modify (including, but not limited to, change orders affecting price or time requirements) any other agreement related to the respective Project without the Owner’s prior written approval or (b) resolve disputes between Owner and any other party involved with the Project.

2.16 Supplemental Contract Terms. Professional shall comply with the requirements set forth in the Supplemental Contract Terms attached hereto as Exhibit E.

EXHIBIT K.1 -Master Public Services Agreement

3. OWNER'S RESPONSIBILITIES

3.1 Owner’s Program and Other Information. In connection with issuing a Service Authorization under this Agreement, the Owner shall provide a description of the Project scope and any preliminary Project budget, schedule, objectives, characteristics and constraints, as may have been developed for the respective Project, and a description of the Services to be provided by the Professional for the respective Project (the “Owner’s Program” for the respective Service Authorization). Upon Professional’s timely written request, the Owner shall provide in a timely manner such supplemental information to the Owner’s Program as reasonably required for the Professional to perform its obligations under the respective Service Authorization; however, the failure by Owner to furnish supplemental information to the Professional shall not relieve the Professional of any liability thereunder, nor extend the time in which the Professional is to perform such services and duties, unless the Professional notifies the Owner in writing that such information is necessary, the time within which the information is required, and that the lack of such information will or is likely to impede the progress of the Project.

3.2 Owner’s Designated Representative(s). The Owner’s Designated Representatives and their respective levels of authority to bind the Owner are set out in the Supplemental Contract Terms attached hereto as Exhibit E.

3.3 Notice to Owner’s Designated Representative. No notice of claim or of default, notice demanding action or requiring cure by the Owner, or notice of termination or notice required as a condition of termination with regard to this Agreement or any Service Authorization issued hereunder shall be effective until and unless such notice is received by the Owner’s Designated Representative as provided below and such other persons as required in Article 13 below. Notice to Owner’s Designated Representative shall be sent to the following:

Elva C. LeBlanc, Ed.D. (or her named successor) Chancellor, Tarrant County College District 300 Trinity Campus Circle Fort Worth, Texas 76102

3.4 Review of Service. The Owner will review the Professional's documents at the completion of each stage of development (if any) established in the respective Service Authorization. If required by the Service Authorization, Owner’s review comments or decisions regarding the documents will be furnished to the Professional in a reasonably prompt manner. The Owner will notify the Professional in writing of any material error or omission or other defect in the Project or any conflict in the Contract Documents that the Owner becomes aware of, but Owner shall have no obligation or duty to investigate whether such faults, defects, or conflicts exist.

3.5 Time for Response. The Owner shall furnish required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Professional's Services.

3.6 Access to Project Site. The Owner shall provide the Professional reasonable access to the Project site as may be required for the Professional’s performance of its Services and shall obligate the Contractor to provide the Professional access to the Work as may be required for the Professional’s performance of its Services wherever the Work is in preparation or progress.

4. OWNERSHIP AND USE OF PROJECT DOCUMENTS

Drawings, specifications and other documents, including those in electronic form, prepared by Professional and Professional's subconsultants issued under this Agreement and each respective Service Authorization are Instruments of Service (referred to herein as "Instruments of Service") and all rights therein shall be governed by and subject to the terms set forth in Exhibit C and incorporated fully herein.

EXHIBIT K.1 -Master Public Services Agreement

5. TERMS OF PAYMENT

5.1 Compensation for Services. In consideration for proper performance of the Services required by the respective Service Authorization, Owner shall pay Professional as set forth in the respective Service Authorization (the “Compensation”). The Compensation shall be paid monthly as described in Section 5.2 below. Except for the payment to Professional of reimbursable expenses as authorized herein, the Compensation shall be Professional's sole and total compensation for all costs, overheads and profit, including all federal, state, and local statutory benefit taxes, income taxes and sales, use and excise taxes which relate to the performance of Services under the respective Service Authorization by Professional or by any employee, agent, representative or subconsultant of Professional.

5.2 Monthly Payments. Invoices for Services and Reimbursable Expenses shall be presented monthly to Owner, in a form approved by Owner. Within thirty (30) days after receipt of Professional's monthly invoice, Owner shall pay the amounts approved in accordance with this Article 5 which shall be computed on the basis of the percentage of the Services performed that month or as otherwise provided in the respective Service Authorization and shall also include Reimbursable Expenses incurred during the month, if any.

5.3 Invoices for Services Based on Hourly Rates. Invoices for Services based upon authorized hourly rates shall include: a description of the Services; the date(s) of performance; the name, title, and hourly rate(s) of Professional's personnel performing the work; and, in the case of Additional Services, a copy of the written authorization from the Owner for such Additional Services. All authorized hourly rates for Services shall remain valid through the term of this Agreement and shall include all benefits payable to such persons employed in the respective position or job classification. Professional shall not be entitled to any additional mark-up on such hourly rates for overhead or profit thereon except as otherwise expressly provided in the respective Service Authorization. “Non-technical” principal time will not be billed.

5.4 Final Payment. Final payment for each respective Service Authorization shall be made within thirty (30) days after the satisfactory completion of Professional's Services thereunder and delivery by Professional of a final Invoice for Services and a Final Release (in the form attached hereto as Exhibit F) no later than thirty (30) days after completion or termination of the respective Service Authorization. Professional shall, upon request, deliver to Owner contemporaneously with any payment to Professional, recordable partial waivers of lien for any partial payments and a recordable final waiver of lien for the final payment.

5.5 Taxes. Owner is a tax exempt Governmental Entity under Chapter 151, Texas Tax Code. Professional shall avail itself of all tax exemptions applicable to Professional’s Services or expenses.

5.6 Right to Withhold. Owner shall have the right, but not the obligation, to withhold from any invoiced amount an appropriate amount based upon:

a. performance of defective or non-conforming Services by Professional as determined in the reasonable judgment of Owner;

b. third-party claims filed as a result of Professional’s failure to comply with the Standard of Care;

c. failure of Professional to pay any of employees or subconsultants;

d. Owner’s receipt of an intent to file a lien for any Services provided under the respective Service

Authorization by any subconsultant of Professional (of any tier performing the Services provided thereunder), for which Professional has been paid;

e. failure of Professional to submit proper invoices with all required attachments and supporting documentation; or

EXHIBIT K.1 -Master Public Services Agreement

f. failure of Professional to comply with any provision of this Agreement or the respective Service Authorization after five (5) business days’ written notice of such noncompliance and the failure to cure or commence and diligently pursue a cure thereof by Professional.

5.7 Timely Payment. Professional shall provide payment to each subconsultant and supplier, including but not limited to retainage payments (if any), within ten (10) calendar days after receiving payment from the Owner for amounts previously invoiced for services performed or materials furnished under the respective Service Authorization, consistent with the requirements of Chapter 2251, Texas Government Code. All subcontract or subconsulting agreements shall contain payment provisions requiring payments to lower-tier subcontractors or subconsultants within ten (10) calendar days after the first-tier subcontractor or subconsultant receives payment from the Professional. Interest on late payments is subject to the provisions of the Chapter 2251, Texas Government Code, regarding payments to subcontractors.

6. CONTRACT TIME

6.1 Time Is of the Essence. Professional acknowledges that time is of the essence in the performance of its Services. All Services to be performed under each respective Service Authorization shall be performed expeditiously by Professional, consistent with its applicable Standard of Care, and in compliance with any delivery schedule or other time requirements as may be set forth in the respective Service Authorization or such other requirements set forth in this Agreement or the respective Service Authorization.

6.2 Delays and Extensions of Time. Professional may be granted an extension of time deadlines (if any) established by the respective Service Authorization because of changes ordered by the Owner or because of unforeseen conditions deemed by the Owner as being beyond Professional’s control which constitutes a justifiable delay, or force majeure, which shall be defined, without limitation, as acts of God, war, fires, explosions, hurricanes, floods, or failure of transportation. Requests for extensions of time must be made in writing no later than twenty (20) calendar days after the occurrence of the delay. Professional may be allowed additional time at no cost to the Owner.

7. TERM, TERMINATION, CANCELLATION AND SUSPENSION

7.1 Term of Agreement. Unless earlier terminated in accordance with this Article 7, the term of this Agreement shall be three (3) years from the date of this Agreement. However, at the option of the Owner, with such notice of extension delivered in writing to the Professional prior to the effective termination date of the Agreement, the term of this Agreement may be extended for up to two additional one year periods. In the event that the term of this Agreement expires without renewal by the Owner, all obligations and liabilities of the Professional which are intended to survive termination of this Agreement, including but not limited to any indemnity obligations arising hereunder and all terms and conditions of this Agreement with regard to any Service Authorization that has not been expressly terminated, shall survive the expiration hereof. Consistent with the foregoing, expiration of this Agreement shall not constitute termination of a Service Authorization issued in accordance with this Agreement, unless such Service Authorization has been expressly terminated in accordance with the terms hereof.

7.2 Professional’s Right to Suspend Services under Respective Service Authorization. If the Owner fails to make payments not in good faith dispute to the Professional with regard to a Service Authorization in accordance with the respective Service Authorization, such failure shall be considered substantial nonperformance and cause for suspension of performance of services under the respective Service Authorization. If the Professional elects to suspend services under the respective Service Authorization, the Professional shall give fourteen days’ written notice to the Owner after Owner’s material default before suspending services, provided that Owner has not substantially cured such default. In the event Owner does not cure such non-payment within the time permitted and the Professional properly suspends services by written notice to Owner, the Professional shall have no liability

EXHIBIT K.1 -Master Public Services Agreement to the Owner for delay or damage caused the Owner because of such suspension of services under the respective Service Authorization. Upon Owner’s cure of such default, Professional shall promptly resume the performance of its services; provided, however, before resuming services, the Professional shall be paid all sums due under the respective Service Authorization prior to suspension and any reasonable and directly related actual expenses incurred in the interruption and resumption of the Professional’s services. The Professional’s fees for the remaining services and the time schedules under the respective Service Authorization shall be equitably adjusted consistent with the provisions for the compensation of the Professional under this Agreement and the respective Service Authorization.

7.3 Professional’s Right to Suspend Service When Respective Project is Suspended. If the Project with regard to a Service Authorization has been suspended for more than 30 consecutive days for reasons other than the fault of the Professional, the Professional may suspend its services with regard to the respective Service Authorization upon written notice to Owner, effective upon fourteen days after Owner’s receipt thereof. In the event the Project is not resumed prior to the effective date of the suspension and Professional properly suspends services by written notice to the Owner, the Professional shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services with regard to the respective Service Authorization.

When the Project is resumed, the Professional shall promptly resume the performance of its services with regard to the respective Service Authorization; provided, however, before resuming services, the Professional shall be paid any actual, direct expenses reasonably incurred in the interruption and resumption of the Professional’s services, to the extent such expenses cannot, by exercising reasonable commercial efforts, be mitigated by Professional. The Professional’s fees for the remaining services and the time schedules under the respective Service Authorization shall be equitably adjusted consistent with the provisions for the compensation of the Professional under this Agreement and the respective Service Authorization.

7.4 Professional’s Right to Terminate When Respective Project is Suspended. If the Project with regard to a Service Authorization has been suspended for more than 90 cumulative days for reasons other than the fault of the Professional, the Professional may terminate the respective Service Authorization only (and not any Service Authorizations for which no independent grounds for termination exist) by giving not less than fourteen days’ written notice thereafter to Owner, unless the Project with regard to the Service Authorization is resumed prior to the effective date of such termination.

7.5 Parties’ Right to Terminate for Cause. A Service Authorization may be terminated by either party for cause upon not less than fourteen days’ written notice to the other party which fully sets out the grounds for termination and, subject to such other party’s right to cure within such time period following receipt of such written notice, should such other party fail to substantially perform in accordance with the terms of this Agreement and the respective Service Authorization through no fault of the terminating party. Professional’s right of termination under this Section 7.5 is in addition to and independent of its right of suspension under Section 7.2 and 7.3 and its right of termination under Section 7.4. Owner’s right of termination under this Section 7.5 is in addition to and independent of its right of suspension or termination under Section 7.6.

7.6 Owner’s Right to Suspend and/or Terminate Respective Service Authorization for Convenience.

The Owner may also temporarily suspend the Professional’s performance under a Service Authorization at any time and from time-to-time, or upon mutual agreement redirecting the Services. The Professional shall stop all services on the date of notification. The Owner may terminate any Service Authorization upon not less than seven days’ written notice to the Professional for the Owner’s convenience and without cause.

7.7 Professional’s Exclusive Remedies Upon Termination. In the event of termination of a pending Service Authorization for any reason (other than the fault of the Professional), the Professional’s sole recovery from the Owner shall be compensation as authorized by this Agreement and the respective Service Authorization for services performed prior to termination, together with Reimbursable Expenses then due, including actual, direct expenses reasonably and necessarily incurred by the Professional in connection with the termination of the

EXHIBIT K.1 -Master Public Services Agreement terminated Service Authorization, to the extent such expenses cannot, by exercising reasonable commercial efforts, be mitigated by Professional.

7.8 Rights to Instruments of Service after Termination. The Owner’s rights to use the Professional’s Instruments of Service in the event of a termination of this Agreement or a Service Authorization are set forth in Article 4 and Exhibit C (Instruments of Service: Conveyance of Rights to Owner) attached hereto and incorporated fully herein.

7.9 Suspension or Termination of Respective Service Authorization -- Not Suspension or Termination of Agreement. Grounds for termination or suspension of performance of any respective Service Authorization by the Professional shall not constitute grounds for the termination or suspension of performance of any other Service Authorization unless Professional is entitled to termination or suspension of such other Service Authorization due to the Owner’s suspension of such Service Authorization or material breach of such Service Authorization, notice by Professional as required herein, and Owner’s failure to cure such cause for termination or suspension within the applicable cure period.

7.10 Termination of Future Service Authorizations. Either party may terminate this Agreement without cause and for convenience as to future Service Authorizations which have not been entered into by the Parties upon thirty (30) days written notice to the other party.

7.11 Termination of Agreement -- Not Termination of Prior or Pending Service Authorizations.

Termination of this Agreement without termination of a Service Authorization entered into hereunder shall not constitute a termination of the respective Service Authorization, and the terms and conditions of this Agreement shall survive with regard to the respective Service Authorization.

8. INDEMNIFICATION.

8.1 Indemnification by Professional. To the fullest extent permitted by law (and no further), the Professional hereby indemnifies and holds harmless Owner, the Owner’s construction lender(s) providing financing for the Project (if any), and their employees, elected officials, officers, boards, commissions, volunteers, instructors, agents and representatives (hereinafter referred to individually as an “Indemnified Party” and collectively as the “Indemnified Parties”) from and against all damages to the extent caused by or resulting from, in whole or in part, an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by the Professional or the Professional’s agents, the Professional’s consultants under contract, or another entity over which the Professional exercises control (even if such damage is caused in part by the concurrent or partial negligence of an Indemnified Party). However, the indemnity provided for in this paragraph does not apply to the extent of any liability caused by the negligence or fault, the breach or violation of Applicable Law, or the breach of contract of the Indemnified Parties or their agents or employees, or any third party under their control or supervision other than the Professional or its agents, employees, subcontractors or consultants of any tier.

8.1.1 Professional’s obligation to indemnify the Indemnified Parties shall extend to the reimbursement of those reasonable attorney’s fees and litigation or arbitration costs and expenses incurred by the Indemnified Parties in the defense of claims asserted against the Indemnified Parties which arise from the alleged acts or omissions described in Section 8.1 above. However, except to the extent covered by insurance for which the Owner is an Additional Insured in accordance with Applicable Law and Section 8.3 below, the indemnity and hold harmless obligation of the Professional with regard to the reasonable attorney’s fees and litigation or arbitration costs and expenses incurred by such Indemnified Party in defense of such claim shall be apportioned comparatively (i.e., limited to the amount based on the percentage of negligence or fault of the Professional and/or its subconsultants of any tier) in accordance with the Laws of the State of Texas, without waiving any governmental immunity

EXHIBIT K.1 -Master Public Services Agreement available to the State and its Agencies and Subdivisions under Texas law and without waiving any defense of the Parties under Texas law.

8.2 Indemnity Not Exclusive. The provisions of this Section will not be construed to eliminate or reduce any other indemnification or right, which any Indemnified Party has, by law or equity.

8.3 Additional Insured Allowed. Notwithstanding any limitations on the indemnity obligations under this Article 8 but to the fullest extent permitted by Section 271.904 of the Texas Local Government Code or such other Applicable Law, Owner shall be named as an additional insured on the Professional’s general liability policy required in Exhibit D, and Professional shall defend or cause to be defended Owner and such other Indemnified Parties against those claims covered by such insurance to the extent such defense is provided by such insurance.

8.4 No Limitation on Amount or Type of Damages. The indemnification obligations assumed under this Article 8 shall not be limited by a limitation on the amount or type of damages which might otherwise be recoverable by Owner against the Professional.

8.5 Survival of Indemnity after Termination. The obligations contained in this Article 8 shall survive the expiration, completion, abandonment and/or termination of the Agreement and each respective Service Authorization issued hereunder and the final completion of the Services under each respective Service Authorization issued hereunder.

9. INSURANCE

9.1 Professional's Insurance Requirements. Unless otherwise agreed to in writing by Owner, Professional shall obtain and maintain at its expense, and shall cause its subconsultants to obtain and maintain at their expense, the following insurance coverages on policy terms acceptable to Owner for the duration of this Agreement and each Service Authorization issued hereunder:

See the Insurance Requirements attached hereto as Exhibit D and incorporated fully herein.

9.2 Carriers; Certificates. Without limiting the requirements in Exhibit D, all policies required to be obtained by Professional pursuant to this Agreement shall be maintained with insurance carriers that are satisfactory to Owner and lawfully authorized to issue insurance of the types and amounts required by this Agreement. Certificates of Insurance for each policy in a form satisfactory to Owner shall be delivered to Owner on or before execution of this Agreement and, if requested by Owner, before execution of each Service Authorization issued hereunder.

10. OWNER'S AUDIT RIGHTS

For each Service Authorization issued under this Agreement, Professional shall maintain, and shall require its subconsultants to maintain complete and accurate records (in accordance with generally accepted accounting principles consistently applied and maintained) of the hours worked on a time-card basis by their respective personnel (for Services reimbursed on the basis of hourly charges) and for reimbursable costs and expenses charged to the Owner. Upon reasonable notice from Owner, these records shall be available at Professional's or the respective subconsultant's office during business hours for audit and copying by Owner at Owner's expense.

Professional shall retain these records for four years after its receipt of final payment.

11. MISCELLANEOUS TERMS AND CONDITIONS

11.1 Advertising and Use of Owner's Name. Professional shall not display or distribute any advertising signs or notices of any kind whatsoever upon Owner's premises, except warning signs advising caution and work in

EXHIBIT K.1 -Master Public Services Agreement progress, without the prior written permission of Owner. Except as required by the Agreement or a respective Service Authorization, Professional will not make any press releases, public statements, or advertisement referring to the Project or the engagement of Professional as an independent contractor of Owner in connection with the Project or release any information relative to the Project for publication, advertisement or any other purpose without the prior written approval of Owner.

11.2 Proprietary Information and Confidentiality. The Professional shall maintain the confidentiality of information specifically designated as confidential by the Owner, unless withholding such information would violate the law, create the risk of significant harm to the public or prevent the Professional from establishing a claim or defense in an adjudicatory proceeding. The Professional shall require of the Professional's consultants similar agreements to maintain the confidentiality of information specifically designated as confidential by the Owner.

11.3 Public Information. All information, documentation and other material submitted by the Professional may be subject to public disclosure under the Public Information Act, Texas Government Code Chapter 552.

Owner strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information thereunder. In accordance with Section 552.002 of TPIA and Section 2252.907, Texas Government Code, and at no additional charge to Owner, Professional will make any information created or exchanged with Owner pursuant to this Agreement or a respective Service Authorization that is not otherwise exempt from disclosure under TPIA available in a format reasonably requested by Owner that is accessible by the public.

11.4 Governing Law. This Agreement and each Service Authorization issued hereunder, their construction and any disputes arising out of, connected with or relating to them shall be governed by the laws of the State of Texas, without regard to any conflict of law principles. All obligations of the Parties created hereunder are enforceable in Tarrant County, Texas, and venue for all suits arising from this Agreement and each Service Authorization issued hereunder shall be Tarrant County, Texas.

11.5 Binding Effect. This Agreement and each Service Authorization issued hereunder shall inure to the benefit of and shall be binding upon the Parties hereto and their respective successors and permitted assigns.

11.6 Assignment. By entering into each respective Service Authorization, the Owner and the Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other Party to the terms and conditions of this Agreement and the respective Service Authorization issued hereunder. This Agreement and each Service Authorization issued hereunder is a personal service contract for the services of Professional, and Professional's interest in this Agreement and the Service Authorizations, duties thereunder and/or fees due thereunder may not be assigned or delegated to a third party without written consent of Owner.

The benefits and burdens of this Agreement and each Service Authorization issued hereunder are, however, assignable by Owner.

11.7 Captions. The captions of paragraphs in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction.

11.8 Severability. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligations under Article 8 or the Additional Insured requirements in Exhibit D, such legal limitations are made a part of the contractual obligations with regard to this Agreement and each Service Authorization issued hereunder and shall operate to amend the obligations to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the obligations shall continue in full force and effect. Should any provision or any part of any provision of this Agreement or a Service Authorization issued hereunder be held invalid, unenforceable or contrary

EXHIBIT K.1 -Master Public Services Agreement to public policy, law, statute or ordinance, then the remainder of the provision, paragraph, Section and/or Agreement shall not be affected thereby and shall remain valid and fully enforceable.

11.9 Waivers. No term or condition of this Agreement or a Service Authorization issued hereunder may be waived at any time by the party or parties entitled to the benefit thereof except in a writing signed by such party and specifically addressing such waiver. No waiver of any default or breach hereunder shall be construed as a waiver of any subsequent breach. Except as otherwise expressly provided in this Agreement or the respective Service Authorization issued hereunder, no failure or delay on the part of a party in exercising any right, power or privilege under the Agreement or the respective Service Authorization, nor any course of dealing between the Parties, will waive, amend or vary the terms of the Agreement or the respective Service Authorization.

11.10 Conflict of Interest. No employee of the Owner and no member of the Board shall have any conflict of interest or potential conflict of interest with the Professional or its agents, including a financial interest, in this Agreement or any Service Authorization issued hereunder, either currently, within the past two (2) years, or within one (1) year following separation from the Owner.

a. The Professional covenants that the Professional has no existing interest and will not acquire any interest, direct or indirect, which could conflict in any manner or degree with the performance of Services required under this Agreement or any Service Authorization issued hereunder and that no person having any such interest shall be employed by the Professional. Neither the Professional nor the Owner shall have any conflict of interest or potential conflict of interest, including a financial interest, with any employee of the Owner, any member of the Board, contractor, subcontractor, vendor or supplier affected by this Agreement or any Service Authorization issued hereunder, either currently or within the past two (2) years.