3-EXHIBIT K.3 -B102-2017 Design Prof -Exhibits.pdf

EXHIBITS TO

AGREEMENT [AIA / B102 - 2017]

BETWEEN

TARRANT COUNTY COLLEGE DISTRICT

[OWNER]

and

[DESIGN PROFESSIONAL]

Project: IDIQ BASE AGREEMENT FOR

ARCHITECTURAL AND/OR ENGINEERING SERVICES

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

Tarrant County College District B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 1 of 17

OWNER / DESIGN PROFESSIONAL AGREEMENT

EXHIBIT A

SERVICE AUTHORIZATION FORM

[See Attached]

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 2 of 17

EXHIBIT A

Service Authorization Form

Contract Reference: [Designated IDIQ Service]

Project Name: [Name and Location of Project] Design Professional: [Name of Firm]

Service Authorization Number: _________ Service Authorization Date: _______

When executed by the parties, this Service Authorization becomes the written contract between the Tarrant County College District (Owner) and the Design Professional for the services described below.

1. The services to be provided by the Design Professional pursuant to this Service

Authorization are described as follows:

See Attachment A – Project Description and Scope of Services

2. The Design Professional’s compensation for the performance of the services required to be performed hereunder (Basic Services) shall be on the basis of [a Stipulated Sum or Hourly Charges] and as more fully set forth below:

See Attachment B – Fee & Other Direct Costs Backup

The parties expressly agree that any compensation and reimbursement for expenses in connection with the performance of the Basic Services shall not exceed any stipulated or maximum amount set forth in Attachment B.

3. The Design Professional agrees to perform the services required hereunder in accordance with the time parameters and schedules as set forth below:

See Attachment C – Project Schedule and Time Parameters

4. This Service Authorization is governed by all terms and conditions of the Base Agreement for IDIQ, District-Wide Professional Design Services [AIA B102-2017 Agreement as modified by the Owner] entered into between the Tarrant County College District (as Owner) and the Design Professional as of the ___ day of ____________, _______. The terms and conditions of the Base Agreement are incorporated fully herein by reference, except with regard to the following modifications (if any):

Set out changes to Base Agreement or state “None”.

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 3 of 17

5. The parties acknowledge and agree that the Supplementary Services Agreement [AIA B201—2017 Agreement as modified by the Owner] attached as Exhibit F to the Base Agreement described above shall apply only to Projects of certain size and scope.

Accordingly, for purposes of this Service Authorization, the parties hereby agree that the Supplementary Services Agreement attached to the Base Agreement as Exhibit F shall:

Select one:

___ -- be incorporated fully into this Service Authorization. Any changes to the Supplementary Service Agreement are as follows: _____________.

___ -- not be incorporated into this Service Authorization.

This Service Authorization is entered into as of the date and year written above.

OWNER

300 Trinity Campus Circle Fort Worth, Texas 76102

By: ________________________________

DESIGN PROFESSIONAL

By: ________________________________

Printed Name and Title: _______________

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 4 of 17

EXHIBIT B

Insurance Requirements

A. Design Professional’s Required Policies and Coverages

The Design Professional shall, at his sole expense, maintain in effect at all times during the full term of its services under this Agreement and as otherwise required hereunder, insurance coverages with limits not less than those set forth below with the insurers licensed to do business in the jurisdiction in which the Project is located or otherwise acceptable to the Owner and under forms of policies satisfactory to the Owner. None of the requirements contained herein as to types, limits or Owner's approval of insurance coverage to be maintained by the Design Professional are intended to and shall not in any manner limit, qualify or quantify the liabilities and obligations assumed by the Design Professional under this Agreement or otherwise provided by law.

1. Commercial General Liability (“CGL”) -- Bodily Injury/Property Damage (occurrence basis) -

$1,000,000.00 each occurrence, or equivalent / $1,000,000 Aggregate (minimum coverage limits)

This policy shall be on a form at least as broad as the 2013 edition of Commercial General Liability Coverage Form (CG 00 01 10 01) as published by the Insurance Services Office, Inc., or as otherwise acceptable to the Owner, endorsed to include the Owner as additional insured, state that this insurance is primary and non-contributory insurance as regards any other insurance carried by Owner, and shall include the following coverages:

a. Premises/Operations;

b. Independent Contractors;

c. Broad Form Contractual Liability;

d. Broad Form Property Damage;

e. Products and Completed Operations; and

f. Personal Injury Liability with employees and contractual exclusions removed.

NOTE: The aggregate loss limit applies to each Project.

This coverage may be provided through a combination of a primary liability policy with additional excess or umbrella coverage only if (a) the minimum limits for the primary liability policy are not less than $500,000 for each occurrence, (b) the excess or umbrella provides coverage which is no less broad than the primary liability policy and meets all the other requirements hereunder for the commercial general liability coverage, and (c) the excess or umbrella coverage covers excess liability only for claims or losses otherwise covered by the commercial general liability policy or the comprehensive automobile liability policy (i.e., must include “Follow Form” language).

2. Comprehensive Automobile Liability (“Automobile Liability”) -- Bodily Injury/Property Damage -

$500,000 combined single limit – each accident.

This policy shall be on a standard form (approved by the Texas Department of Insurance) written to cover all owned, hired and non-owned automobiles. This policy shall be endorsed to include the Owner as additional insured and state that this insurance is primary and non-contributory insurance as regards any other insurance carried by Owner.

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 5 of 17

3. Professional Liability Insurance (Claims Basis)

In addition to any project specific (no shared limits) coverage which may be purchased by the Owner or the Design Professional (pursuant to the Owner’s direction), the Design Professional agrees to provide and maintain, at its expense, a Professional Liability Insurance Policy with minimum limits as set forth below. The Design Professional shall maintain the insurance for a period that will cover claims made within three (3) years after the date of the completion (and acceptance by the Owner) of the construction of the Work that is performed in accordance with the services of this Agreement. The Design Professional will provide the Owner with proof of the terms and conditions of the policy providing Professional Liability coverage reasonably acceptable to the Owner.

Minimum limits: $1,000,000 – per claim / $1,000,000 -- aggregate

NOTE: for projects in which the construction costs are anticipated to exceed $1,000,000, minimum limits for Professional Liability Insurance shall be increased as set forth in the respective Service Authorization.

4. Workers' Compensation and Employer's Liability

The Design Professional shall maintain during the term of the Agreement statutory Workers' Compensation Insurance Coverage [as defined in Sec. 401.011(44) of the Texas Labor Code (1995)] for all of Design Professional's employees or workers at the site of the project. In case any work is sublet, the Design Professional shall require all of its sub-consultants or agents to provide Workers' Compensation insurance for all the latters' employees unless such employees are covered by the protection afforded by the Design Professional, or, when applicable, such sub-consultant or agent has complied with the requirements for joint agreements with independent contractors under Sections 406.141 - 406.145, Texas Labor Code (1995). U.S.

Longshoreman and Harbor Workers Compensation coverage shall be provided where such exposure exists.

No "alternative" form of coverage will be accepted under any condition.

Additionally, Contractor shall maintain during the term of the Work Employers' Liability Coverage as follows:

$100,000 Bodily Injury by Accident -- Each Accident $100,000 Bodily Injury by Disease -- Each Employee $300,000 Bodily Injury by Disease -- Policy Limit

B. General Requirements (Applicable To Design Professional Required Coverage)

1. All insurance coverages required herein must be written with insurance companies licensed and admitted (or, with regard to professional liability, authorized) by the Texas Department of Insurance to provide such insurance coverage in the State of Texas. Such coverage must be written under either Texas Department of Insurance standard forms or forms of policies satisfactory to Owner. All such insurers must be reasonably acceptable to Owner and, other than for the Workers’ Compensation Insurance Coverage, rated no less than A- and have a Financial Size Category of Class VI or better as shown in the most current issue of A.M. Best’s Key Rating Guide. In the event an insurer slips below the minimum required rating or Financial Size Category prior to the end of the policy period, the Architect shall obtain replacement coverage within ninety (90) days after Owner’s request from an acceptable insurer as required herein.

2. All such policies (other than professional liability) shall be written on an occurrence (not “claims made”) basis.

3. All deductibles and self-insured retention amounts (except as expressly set forth herein) must be acceptable to the Owner.

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 6 of 17

4. Any and all deductibles in the above-described liability insurance policies shall be assumed by, for the account of, and at the sole risk of the Design Professional.

5. Additional Insured. Owner and such parties identified as Indemnified Parties in Section 7.10 of the Agreement shall be added as Additional Insureds on General, Auto, Umbrella (by separate endorsement or to the extent such excess coverage fully “follows-form” of the underlying coverage), and all other Liability policies carried and maintained by the Design Professional, excepting Professional Liability and Workers' Compensation/Employers Liability. To the fullest extent authorized by Applicable Law, including but not limited to Section 271.904 of the Texas Local Government Code, such Liability Policies (excepting Professional Liability and Workers' Compensation/Employers Liability) shall provide for the defense of the Additional Insureds in suits or legal actions brought against Additional Insureds on claims that, if proven by final judgment, would constitute covered claims under the Liability Policies. It is understood that the Automobile Liability policy under “Who is an Insured” automatically provides liability coverage in favor of the Owner.

6. Primary/Non-Contributing Liability. The CGL and Automobile Liability policies required to be furnished and maintained by Design Professional shall be primary insurance to any other insurance (or self-insurance) that may be available to Owner and the other Indemnified Parties identified in Section 7.10 of the Agreement. It is the intent of the parties to this Agreement that all insurance coverage required herein shall be primary to and shall seek no contribution from all insurance available to Owner and such other Indemnified Parties, with Owner's and such other indemnified Parties’ insurance being excess, secondary, and non-contributing.

7. Waivers of Subrogation. Waivers of Subrogation shall be provided in favor of Owner and the other Indemnified Parties identified in Section 7.10 of the Agreement on CGL, Automobile Liability, and Workers' Compensation/Employers policies furnished and maintained by Design Professional.

8. Any failure to comply with reporting provisions of a policy shall not affect coverage provided to Owner and the other Indemnified Parties identified in Section 7.10 of the Agreement.

9. Such insurance furnished by Design Professional shall apply separately to each insured (including each Additional Insured) against whom a claim is made or suit is brought, except to the limits of the insured’s liability.

10. Notice of cancellation or non-renewal. The CGL and Automobile Liability policies (whether by policy language or endorsement) must provide for thirty (30) days’ notice of cancellation or non-renewal to Owner (by certified mail, return receipt requested). Design Professional expressly agrees to notify Owner at least thirty (30) days prior to the effective date of any material changes in the coverages required hereunder.

11. Proof of Insurance. Before commencing performance of services under a Service Authorization, the Design Professional (and those subconsultants as reasonably requested by Owner) must furnish to Owner certificates of insurance for the coverage required hereunder (on such form reasonably acceptable to Owner and in compliance with requirements of Applicable Law) or, if requested by Owner, copies of such insurance policies evidencing the terms and conditions required hereunder.

Proof of insurance required hereunder must clearly set forth:

a) Owner as a Certificate Holder with correct mailing address.

a) Insured's name, which must match that on the Agreement.

b) Companies affording each coverage, policy number of each coverage, policy dates of each coverage, all coverages and limits described herein, and signature of authorized representative of insurance company.

c) Producer of the certificates with correct address and phone listed.

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 7 of 17

d) Certificate Holder has been named as an Additional Insured as respects the General and Auto Liability policies described herein.

e) Waivers of Subrogation in favor of Certificate Holder as provided by the Agreement.

f) The General and Auto Liability policies described are primary in respect to the

Additional Insured(s).

C. Sub-consultants' Insurance

Insurance coverage substantially similar to that required of the Design Professional and with the same minimum limits shall be provided by all sub-consultants of Design Professional to cover their operation performed hereunder. Design Professional shall maintain Certificates of Insurance from all sub-consultants, enumerating, among other things, the Waivers in favor of, and Additional Insured status of, the Owner and the other Indemnified Parties, as required herein, and make them available to the Owner upon request.

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 8 of 17

EXHIBIT C

Instruments of Service:

Conveyance of Rights to Owner

Instruments of Service. Drawings, specifications and other documents, including those in electronic form, prepared by the Design Professional and the Design Professional's sub-consultants in connection with the Agreement (including the respective Service Authorization) are Instruments of Service (the "Instruments of Service").

Conveyance of Rights to Owner. To the fullest extent allowed by applicable law, Owner shall be the absolute and unqualified owner of the design of the Project covered by each respective Service Authorization and the Instruments of Service for the Project, including all drawings, preliminary layouts, record drawings, sketches and other documents prepared and to be prepared pursuant to this Agreement (including the respective Service Authorization) by the Design Professional and its sub-consultants, upon payment by Owner for the respective Instruments of Service in accordance with the terms of this Agreement, with the same force and effect as if Owner prepared same, and Design Professional hereby assigns, conveys and grants all such rights to Owner, including all copyrights and other intellectual property rights with respect thereto. Upon Owner's request, all completed mylar or partially completed reproducible, preliminary layouts, record drawings, digital files, sketches and other documents prepared pursuant to the respective Service Authorization shall be delivered to Owner when and if the respective Service Authorization is terminated or upon completion of the respective Service Authorization, whichever occurs first. In such event, the Design Professional may retain one (1) set of reproducible copies of such documents and such copies shall be for the Design Professional's sole use in preparation of studies or reports for Owner only.

Re-Use of Instruments of Service by Owner. Owner agrees that before any re-use of the Instruments of Service without the Design Professional's consent in connection with (i) renovations of or additions to the Project for which signed and sealed design documents are required by applicable law, (ii) the re-construction of the Project, or (iii) any use of the Instruments of Service in connection with any other Project, Owner will bind by contract similarly credentialed Design Professionals to assume all responsibility for the design of any future improvements as their own and that all such Instruments of Service for future improvements will be sealed by those architects or design professionals, without any documented references to Design Professional or its sub-consultants not engaged in the Project at the time. Owner hereby waives and releases any claim it may have against the Design Professional arising from any such re-use of such Instruments of Service without the express consent of the Design Professional.

Design Professional's Rights with Regard to Instruments of Service. The Design Professional is expressly prohibited from selling, licensing or otherwise marketing or donating the Instruments of Service, or using the Instruments of Service in the preparation of other work for any other owner, without the prior express written permission of Owner. Notwithstanding the foregoing, Design Professional hereby retains joint ownership of, and shall be entitled to use, details, effects and design components of the Project which may have been incorporated into the Instruments of Service, provided that such details, effects and design components when taken independently or in combination would not produce a project with substantially similar distinctive features to this Project. Additionally, to the extent that the Instruments of Service contain notes, terms or details that have been developed by the Design Professional over years of practice, the Design Professional also shall have the right to use such details on other projects.

Scanned or Non-revisable Electronic Format Copies of Instruments of Service. As part of any Basic Services compensation, the Design Professional shall provide, in a medium (e.g., disk, magnetic tape, network direct transfer, etc.) approved by the Owner, a scanned or non-revisable electronic format copy (in PDF or DWF format as requested by Owner) of the most recent design drawings and such other Instruments

EXHIBIT K.3 -B102-2017 Design Prof -Exhibits

RFQ#26-007

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 9 of 17 of Service requested by Owner, including those which were produced or created by the Design Professional’s sub-consultants.

CAD File Electronic Format Copies of Instruments of Service. As part of any Basic Services Compensation, the Design Professional shall further provide those most recent design drawings and such other Instruments of Services requested by Owner in CAD File electronic format (the "Drawing Files"), including those which were produced or created by the Design Professional's sub-consultants, subject to the following terms and conditions:

Owner shall be expressly authorized to use such Drawing Files for its own use for purposes of facilities management activities for the Project. Such Drawing Files shall not be used as actual working drawings for purposes of construction of improvements, without the Design Professional's express consent, except in a scanned or non-revisable electronic format such as PDF or DWF.

Owner acknowledges that significant differences may exist between Drawing Files and corresponding hard copy contract documents due to addenda, change orders or other revisions.

Design Professional makes no representation regarding the accuracy or completeness of the Drawing Files furnished by Design Professional. In the event that a conflict arises between signed hard copy Instruments of Service and the Drawing Files, the signed hard copy Instruments of Service shall govern.

Because of the potential that the information presented on the Drawing Files can be modified, unintentionally or otherwise, Design Professional may, where permitted by law, remove its seal from each electronic display.

Owner agrees and acknowledges that the delivery of the Drawing Files for use by the Owner shall not constitute a sale and that no rights are transferred beyond those expressly contained in this Agreement and the respective Service Authorization. Except as otherwise provided in this Agreement or the respective Service Authorization, Design Professional makes no warranties, either express or implied, of merchantability and fitness for any particular purpose with regard to the Drawing Files.

Except as otherwise expressly provided herein, nothing herein shall relieve the Design Professional from any responsibility or liability it may have under the Agreement (including the respective Service Authorization) or applicable law for the hard copy Instruments of Service furnished to Owner or the information contained therein.

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 10 of 17

EXHIBIT D

PERSONNEL RATES SCHEDULE

[See Attached]

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 11 of 17

EXHIBIT E

FORM OF FINAL RELEASE

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 12 of 17

EXHIBIT F

SUPPLEMENTARY SERVICES AGREEMENT

[Modified AIA B201 – 2017 for Design And Construction

Administration Services]

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 13 of 17

EXHIBIT G

Anti-Boycott Israel Verification

(Chapter 2271, Tex. Gov’t Code) [See Attached.]

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 14 of 17

VERIFICATION

REQUIRED BY SECTION 2271, TEXAS GOVERNMENT CODE

State law requires the following verification be included in each contract for goods and services between the District and a Company (as defined below). By signing below (and/or by executing the contract to which this Verification has been attached as an Exhibit and incorporated therein), the Company hereby verifies as follows:

1. Company does not boycott Israel; and

2. Company will not boycott Israel during the term of the contract.

For purposes of this verification, the following definitions shall apply:

A. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes.

B. "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit.

The Company’s obligations pursuant to this Verification will automatically cease or be reduced to the extent that the requirements of Texas Government Code Chapter 2271 are subsequently repealed, reduced, or declared unenforceable or invalid in whole or in part by any court or tribunal of competent jurisdiction or by the Texas Attorney General, without any further impact on the validity or continuity of this Contract.

Company: __________________________________________

Authorized Signature:______________________________

Printed Name: __________________________

Printed Title: ___________________________

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 15 of 17

OWNER / ARCHITECT AGREEMENT

EXHIBIT G

Felony Conviction Notification (Section 44.034, Tex. Education Code)

[See Attached.]

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 16 of 17

OWNER / ARCHITECT AGREEMENT

EXHIBIT H

M/WBE/HUB Participation Commitment And Other

District M/WBE/HUB Program Requirements

Design Professional shall comply and cause its sub-consultants to comply with all applicable provisions of the District M/WBE/HUB Program identified in the Agreement. Without limiting the foregoing, Design Professional shall make a “good faith effort” to meet its applicable M/WBE/HUB participation commitment in connection with its selection by the Owner.

Design Professional’s M/WBE/HUB participation commitment for this contract shall be:

__________% M/WBE/HUB participation.

Attached hereto are the following statements and certifications executed by the Design Professional and submitted in connection with the procurement of this contract and which are hereby incorporated fully into and made a part of this contract:

1. AFFIDAVIT STATEMENT (certifying Design Professional’s M/WBE/HUB participation commitment).

2. M/WBE/HUB UTILIZATION STATEMENT.

3. GOOD FAITH EFFORT STATEMENT.

4. M/WBE/HUB DEVELOPMENT QUESTIONNAIRE.

5. M/WBE/HUB INTENT TO PERFORM AS A SUBCONTRACTOR

FORM(S) (for each Subcontractor / Sub-consultant).

B102-2017.TCCD.Base.DesignProf.Exhibits.RCB.093021. 4817-2155-1101 1 Page 17 of 17