9-Appendix C Draft Contract.pdf

Professional Services Contract: 27-350-00-00001

13 May 2026 Version Page 1 of 40 Pages

STATE OF NEW MEXICO

FACILITIES MANAGEMENT DIVISION

CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND DESIGN PROFESSIONAL

Part PART A

Project: Phase 1, State Fairgrounds Master Plan Development Contract No.: 27-350-0090-00001

Location: New Mexico State Fairgrounds RFP No.26-350-26-0001

This Agreement entered into the Date as signed by the Management and Contracts Review Bureau, State Purchasing Division, by and between:

THE State of New Mexico:

General Serviced Department (GSD) Anna Silva, Cabinet Secretary PO Box 6850 2542 Cerrillos Road Santa Fe, New Mexico 87502

TELEPHONE: (505) 827-2141

FAX: (505) 827-2181

Notice Email: anna.silva2@gsd.nm.gov Hereinafter "Owner/ Master Developer"1; and

THE Architect/Engineer:

Entity___________________________________________ Contact__________________________________________ Seal and Certificate Number: _________________________ Address 1______________________________________ Address 2______________________________________ City, State, Zip______________________________________

TELEPHONE:______________________________________

FAX:______________________________________

Notice email: ___________________________ Hereinafter "Design Professional/ Detail Master Planner”2

OWNER’S EXECUTIVE SPONSOR: _____________________________________________________________ OWNER’S PROJECT MANAGER: _________________________________________________________ USER AGENCY: State Fairgrounds District Board (SFDB) USER AGENCY REPRESENTATIVE: ______________________________________________________

RECITALS

WHEREAS, the Design Professional was selected pursuant to the Architect, Engineer, Landscape Architect, and Surveyor Selection Committee pursuant to Sections 13-1-120 through 13-1-124 NMSA 1978; and WHEREAS, the Owner is authorized to enter into a contract to design and construct specific Projects pursuant to Sections 15-3B- 4(10), 15-3B-6, and 15-3B-17 NMSA 1978; and WHEREAS, the Owner must hire a registered Design Professional of New Mexico whenever any public work involves architectural services, pursuant to Section 61-15-9 (A), NMSA 1978, or engineering and surveying services, pursuant to Section 61-23-26, NMSA 1978; and WHEREAS, the Design Professional hereby represents that it employs the named Project Design Professional, and that such Project Design Professional is a registered Design Professional of New Mexico; and WHEREAS, the Owner agrees to hire the Design Professional, and the Design Professional agrees to provide professional and technical services as required per Project hereinafter for the Project in accordance with the terms and conditions set forth in this Agreement.

1 Used Interchangeably. Responsibilities of the Master Developer entities are defined in the Joint Powers Agreement for the Redevelopment of State Fairground between the New Mexico General Services Department (GSD) (Designated Lead Agency), Expo New Mexico (Expo NM), the New Mexico Department of Transportation (NMDOT) and the State Fairgrounds District Board (SFDB) collectively the Owner/ Master Developer dated 2 Used interchangeably

13 May 2026 Version Page 2 of 40 Pages

ARTICLE 1 - THE CONTRACT DOCUMENTS

The Contract Documents consist of the following:

Part A – The Agreement Part B – General Conditions Part C – Supplementary Conditions Exhibit A – List of Consultants Exhibit B – Schedule of Values/ Pay Application Exhibit C – Preliminary Development Schedule Additional Exhibits

These documents form the Contract, and all are as fully a part of the Contract, as if attached to this Agreement, or repeated herein.

INCONSISTENCIES: In the event of conflicts in the Contract Documents, the most restrictive or otherwise most beneficial to the Owner shall apply to all similar conditions. Other rules for conflicts in the Contract Documents shall be that:

A. Codes and applicable law shall govern over all other Contract Documents B. Addenda/Amendments shall govern all other Contract Documents and subsequent Addenda/Amendments shall govern over prior Addenda/Amendments only to the extent modified C. General Conditions shall govern over all sections of the Contract Documents, except as modified by Supplementary

Conditions or Addenda/Amendments.

D. Additional Requirements E. Any errors, inconsistencies or omissions discovered by the Design Professional shall be reported promptly in writing along with a recommendation for correction to the Owner for appropriate action.

ARTICLE 2 - THE PROJECT

PROJECT DESCRIPTION AND SCOPE:

The Detail Master Planner shall provide the following Professional Services detailing “what will be built” from “big picture and vision” concepts articulated in the New Mexico State Fairgrounds Master Plan:

Basic Services I. Detail Master Plan

The Detail Master Planner shall advance the approved Concept Master Plan into a Detailed Master Plan that is technically validated, financially phased, and implementation-ready, suitable for procurement, entitlement, and execution.

II. The Detail Master Plan shall:

a. Translate conceptual land use into buildable development parcels

b. Define infrastructure systems and capacity requirements

c. Establish phasing aligned with market absorption and funding

d. Identify regulatory/entitlement pathways

e. Provide a framework for developer solicitation and delivery (e.g., DDA/PPP)

f. Additionally, comply with:

i. §2.2 – Programming Phase

ii. §2.3 – Schematic Phase

g. Communication/ Community Outreach

i. Extended Community engagement including public meetings or surveys as needed.

ii. Assistance with public communication including renderings, one groundbreaking event, media content creation, etc.

III. Horizontal Development Horizontal Development shall include:

13 May 2026 Version Page 3 of 40 Pages

• Demolition

• Civil Infrastructure

• Public Park

• State Fair Infrastructure

All Horizontal Development Projects shall comply with:

a. §2.4 – Design Development Phase

b. §2.5 – Construction Documents Phase

c. §2.6 – Bidding Phase

d. §2.7 – Construction Phase →Administration of the Construction Contract

e. §2.8 – Project Closeout and Final Warranty Inspection Phase

State Fair Infrastructure – Scope and timing of requisite State Fair Infrastructure will be determined upon staging and schedule of Phase 1 development.

IV. Additional Services Phase 1 Budget Tracking & Cost Control

a. Establish and maintain a transparent, auditable system for tracking all Phase 1 expenditures against approved budgets, ensuring cost discipline, early risk identification, and informed decision-making.

b. The Budget Tracking function shall:

i. Monitor actual costs vs. approved budgets in real time

ii. Identify variances and forecast overruns early

iii. Support cash flow planning and funding alignment

iv. Provide defensible reporting for public oversight and governance

v. Align expenditures with phasing and DDA milestones

c. Forecasting & Cash Flow Management requirements

i. Maintain updated cost-to-complete forecasts

ii. Develop and update cash flow projections:

1. Monthly and quarterly spending

2. Alignment with funding availability

iii. Identify future funding gaps or timing issues

d. Change Management Integration

i. Track all budget impacts from changes, including:

1. Scope adjustments

2. Change orders

3. Reallocations

ii. Maintain a change log with:

1. Approval status

2. Cost impact

3. Schedule implications

e. Deliverables

i. Baseline budget (WBS-structured)

ii. Cost tracking system/tool (live document or platform)

iii. Monthly budget reports

iv. Cash flow forecasts

v. Variance and risk analysis summaries

vi. Change log and contingency tracking reports

vii. Executive dashboard

viii. Updated throughout duration of Project

13 May 2026 Version Page 4 of 40 Pages

V. Residential (Multi use) Anchor and Stadium Anchor Request for Proposal (RFP)

a. The proposed RFP for selecting the anchor developers shall be developed and accomplished with the assistance of FMD based on the need for qualified and financially viable developers through a structured evaluation process.

b. The RFP shall:

i. Identify credible, interested anchor participants

ii. Assess capability, experience, and financial capacity

iii. Understand deal preferences and constraints

iv. Evaluate risk, phasing, and partnership structures

v. Provide a defensible basis for shortlisting

c. The Evaluation and Scoring framework shall include:

i. Experience relevance and quality

ii. Financial capacity and credibility

iii. Alignment with project delivery model

iv. Commercial reasonableness

v. Demonstrated interest and strategic fit

VI. Land Acquisition Status

a. Establish a comprehensive, transparent, and continuously updated reporting system that tracks the status of all land acquisition activities, enabling informed decision-making, risk management, and alignment with project phasing and development schedules. A control system that ensures land, the most critical input, arrives when and where the project needs it.

b. The Land Acquisition Status process shall:

i. Provide real-time visibility into acquisition status across all parcels

ii. Track progress against acquisition strategy and schedule

iii. Identify risks, constraints, and holdout parcels early

iv. Support negotiations, budgeting, and phasing decisions

v. Provide defensible documentation for public oversight and audit

c. Deliverables

i. Master Parcel Register (live database or spreadsheet)

ii. GIS-based parcel status map

iii. Monthly Land Acquisition Report

iv. Executive dashboard (visual summary)

v. Parcel-level detail sheets

vi. Risk and constraint log

vii. Updated until all requisite parcels are fully acquired and ready for development

VII. Development Schedule Refinement and State Fair Infrastructure Scope

a. The Scope of State Fair Infrastructure is dependent on the anticipated delivery schedule of both

Anchor Developments

i. Current cost estimates for State Fair Infrastructure range from $19 to $56 million

ii. Should both Anchor Developments happen concurrently, significant current State Fair Resources will be made unavailable to operate that Stat Fail when open to the public. In That case the scope of these improvements increases immediately requiring a larger budget

iii. Conversely, should the development schedule of the Anchor Developments become offset, the cost of these improvements can be spread over time

b. Deliverables

i. A refined Development Schedule (Exhibit E – Preliminary Development Schedule) indicating the anticipated delivery schedule of the two Anchor Developments

13 May 2026 Version Page 5 of 40 Pages

ii. A resultant State Fair Infrastructure scope of Work

iii. A resultant preliminary Cost estimate of those State Fair Infrastructure

VIII. Develop a Development and Disposition Agreement (DDA) for Anchor Developers

a. The DDA shall prepare, structure, and support negotiation of terms and conditions that govern the transfer of public land and delivery of development, ensuring the project is phased, financeable, and enforceable over time.

b. Additionally, the DDA shall:

i. Define land disposition terms (sale, lease, or ground lease)

ii. Establish binding development obligations and phasing

iii. Allocate costs, risks, and responsibilities between public and private parties

iv. Incorporate commercial viability requirements (returns, funding gaps, incentives)

v. Provide clear enforcement mechanisms and remedies

c. Define regulatory and entitlement provisions that:

i. Define responsibilities for:

1. Zoning and approvals

2. Environmental compliance

3. Permitting

ii. Align DDA obligations with entitlement schedule and risks

d. Address operations and long-term obligations that address:

i. Maintenance of public spaces

ii. Shared infrastructure operations

iii. Ongoing use restrictions (if any)

e. Drafting, Negotiation and Execution Support to include:

i. Drafting Preparation

1. Term sheet

2. Draft DDA document

3. Redlines and negotiation iterations

ii. Negotiation Support

1. Negotiations with selected developer(s)

2. Coordination with legal counsel and stakeholders

iii. Execution Responsibilities

1. Turn the DDA into an Executable Plan

a. Assure that DDA Obligations are not too abstract and make the DDA operational and Trackable

2. Coordinating Horizontal Construction with Vertical Development

3. Maintain Master Plan & Design Compliance

4. Track Financial & Phasing Triggers

5. Support DDA Compliance & Reporting

6. Manage Changes, Amendments & Disputes

7. Coordinate Stakeholders

8. Support Vertical Developer Onboarding

9. De-Risk Implementation

10. Additionally adhere to responsibilities as defined in Part B Article 2 – Basic

Services

ARTICLE 3 - CONTRACT TERM

This Agreement shall terminate __________________months from the Contracts Review Bureau (CRB) of State Purchasing Division approval unless terminated sooner pursuant to Article 10 of the General Conditions.

13 May 2026 Version Page 6 of 40 Pages

ARTICLE 4 - INITIAL MAXIMUM ALLOWABLE CONSTRUCTION COST (MACC)

The MACC is to be determined for various construction sub-projects included in this Agreement pending approval of requisite funding. The Owner reserves the right to revise the scope of work or the MACC for various sub-projects.

ARTICLE 5 - CONTRACT SUM

Part B General Conditions Article 2 - Basic Services

HORIZONTAL DEVELOPMENT

Design Phase ↓ Phase 1 Detail

Master Plan Demolition Civil

Infrastructure Public

Park State Fair

Improvements

TOTALS

A. Programming $0.00 $0.00 B. Schematic

Design $0.00

C. Design Development $0.00 $0.00 $0.00 $0.00 $0.00

D. Construction Docs $0.00 $0.00 $0.00 $0.00 $0.00

E. Bidding/ Negotiation $0.00 $0.00 $0.00 $0.00 $0.00

F. Construction $0.00 $0.00 $0.00 $0.00 $0.00 G. Closeout

Warranty $0.00 $0.00 $0.00 $0.00 $0.00

TOTALS → $0.00 $0.00 $0.00 $0.00 $0.00 $0.00

Part B General Conditions Article 3 - Additional Services Additional Service Description

• Deliverable/ Control FEE A. Providing financial feasibility or other special studies.

• Phase 1 Budget Tracking & Cost Control $0.00

• Residential (Multi use) Anchor Development Commercial Viability $0.00

• Stadium Anchor Development Commercial Viability $0.00

• Residential (Multi use) Anchor Interest and Qualification Survey $0.00

• Stadium Anchor Interest and Qualification Survey $0.00

B. Providing planning surveys, site evaluations, environmental impact studies, or comparative studies of prospective sites other than those services required under Basic Services to provide a complete and operable facility.

• None $0.00

C. Providing services related to future facilities, systems, and equipment that are not intended to be constructed during the Construction Phase.

• None $0.00

D. Making revisions in drawings, specifications, or other documents when such revisions are inconsistent with written approvals or instructions previously given and are due to causes beyond control or not the responsibility of the Design Professional. This does not apply to revisions necessary to complete the Basic Services. The Design Professional shall receive written authorization from the Owner before commencing work on any change or alteration to the Contract Documents.

• None $0.00

E. Preparing drawings, specifications, and supporting data and providing other services in connection with Change Orders, provided that the adjustment in the Basic Compensation resulting from the adjusted Construction Cost is not for work which should have been provided pursuant to Basic Services and provided that such Change Orders are required because of causes not related to the actions or responsibilities of the Design Professional.

• None $0.00

F. Conducting investigations, surveys, valuations, inventories, or detailed appraisals of existing facilities when such work is not covered by this Agreement.

• None $0.00

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Additional Service Description

• Deliverable/ Control FEE

G. Providing consultation concerning replacement of any Work damaged by fire or other cause during construction and furnishing services as may be required in connection with the replacement of such Work.

• None $0.00

H. Providing tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials.

• None $0.00

I. Providing all required work for design, selection, and preparation of contract documents, and bidding for the procurement of Movable Equipment (furniture, fixtures, and related equipment). Following installation of furniture, fixtures and equipment, Design Professional shall inspect the installation and prepare a list of items requiring correction. Upon notification from the installer that all corrections have been made, Design Professional shall again inspect the site to confirm that corrections were properly done and to authorize final payment for the furniture, fixtures and equipment.

• None $0.00

J. Additional Consultant services beyond basic services may be required for Projects with specialty systems or features required by the Project. The cost of such services is allowable as an Additional Service as determined by the Owner.

• Land Acquisition Status

• Development Schedule

• Development Schedule Refinement and State Fair Improvements Scope

• Development Schedule Refinement and State Fair Improvements Scope

• Other Deliverables/Controls required to efficiently and effectively manage the scope of this Agreement

$0.00

3.2.1 As an Additional Service and if retained to do so, the Design Professional shall provide dimensional, color finish, power, etc., information necessary to specify any moveable furnishings and equipment not included Basic Services of the Project. Dimensioned furniture plans shall incorporate and coordinate the requirements for electrical, communications, and data based on use and equipment, as well as the location of HVAC control devices and access panels.

• None $0.00

3.3.1 The Design Professional shall, during the Schematic Design Phase, submit to the Owner a statement of necessary geotechnical or soils engineering services that will be required beyond that identified in Basic Services. If the Design Professional does not believe the services of a Geotechnical Engineer are required for the project, a written notice of such shall be provided to the Owner stating same.

Geotechnical engineering and any necessary surveys shall be as an Additional Service.

• None $0.00

3.4.1 The Design Professional shall, during the Schematic Design Phase, submit to the Owner a statement of civil additional engineering required for the Project to protect new and existing structures on or around the site from adverse conditions beyond those required by Basic Services. Extensive civil engineering, or civil engineering work outside of the immediate site proposed for the Project, shall be an Additional Service.

• None $0.00

Total Additional Services: $0.00

Part B General Conditions Article 4 – Reimbursable Expenses

Reimbursable Expense Expense A. Expenses of transportation when traveling in connection with the Project when specifically required to provide Basic or Additional Services. Such expenses are limited to per diem and mileage rates as set forth in the Per Diem and Mileage Act, Section 10-8-1 to 10-8-8, NMSA 1978, and DFA Rule 95-1 as amended, except that the Owner shall authorize such travel in advance

$0.00

B. Expense of fees paid for securing approvals of authorities having jurisdiction over the Project.

$0.00

C. The Design Professional shall charge Bidders or Offerors a deposit fee equal to the full cost of reproduction of drawings, specifications, and other documents required by the Owner to solicit bids or proposals and execute the Construction Contract.

This fee shall be completely refunded if the documents are returned in usable condition within the time limits specified in the Invitation to Bid or Request for Proposals. If the returned documents are not used for other purposes of this Agreement, the refunded portion of these fees shall become a Reimbursable Expense. All forfeited fees shall be returned to the Owner.

$0.00

D. Construction documents and specifications will be printed under the terms of a contract between the State Purchasing Division and the current Vendor on contract.

13 May 2026 Version Page 8 of 40 Pages

Reimbursable Expense Expense All reproduction required must be approved in writing by the Owner prior to request. This expense shall be paid by the Owner for the initial Bidding and by the Design Professional for subsequent Biddings. All other reproductions as may be required for the Owner's review or for the office use of the Design Professional and the Design Professional's consultants shall be provided as part of the Design Professional's Basic Compensation.

E. Applicable gross receipts taxes (GRT) on reimbursable expenses or Additional Services received by the Design Professional under the provisions of this Contract shall be paid by the Design Professional. The Design Professional shall use and require the use of Tax-Exempt Certificates by Consultants and Suppliers whenever allowed by law. In any event, the Design Professional shall not include taxes paid as a part of the base dollar amount upon which taxes are calculated.

$0.00

F. Any New Mexico Gross Receipts tax increases may be reimbursed through the reimbursables amount in the Contract. Or through an amendment to the Contract.

$0.00

G. Any of the Additional Services may also be identified in the reimbursables amount in the Contract, especially if the exact amount cannot be determined at the time of contract approval. Additional Geotechnical services, surveys or other informational gathering services would qualify to be entered as reimbursable services.

$0.00

H. Life Cycle Cost Analysis (LLCA). In some cases, the Contract needs to include proposed cost of an extensive LCCA services requested by Owner and exceeding those necessary to provide the basic probable life cycle costs.

$0.00

I. Construction Industries Division (CID) Plan Review Fee. This fee is required by CID when the Design Professional submits their 100% CD set to CID for review.

This review has to be done in anticipation of the permit set being approved. Its cost will be a reimbursable expense determined later and estimated as part of reimbursable expenses. The General Contractor will pay CID for the approved permit set after the construction contract is awarded.

$0.00

Total Reimbursable Expenses: $0.00

Total Basic and Additional Service .................................................................. $0.00 Gross Receipt Taxes @ 0.0000% .......................................................... $0.00 Total Reimbursable................................................................................. $0.00

CONTRACT SUM ......................................................................................... $0.00

ARTICLE 6 - GENERAL AND SPECIAL PROVISIONS

NOTICES: All notices given, or which may be given, by either party to the other shall be in writing and shall be deemed to have been fully given when emailed to the email address for the other party shown on Page 1 of this Agreement or when deposited in the United States mail, postage prepaid. If the notice is a notice of termination of work, the notice by mail shall be given by certified mail, addressed to the appropriate address for the recipient party set forth herein. Nothing herein contained shall preclude the giving of any such written notice by personal service.

The email address or address to which notices shall be sent may be changed by written notice given in the manner specified in this subparagraph.

GENDER, SINGULAR/PLURAL: Words of any gender used in this Contract shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context requires otherwise.

CAPTIONS AND SECTION HEADINGS: The captions and section headings contained in this Agreement are for convenience of reference only, and in no way limit, define, or enlarge the terms, scope, and conditions of this Agreement.

DISTRIBUTION OF COPIES OF CONTRACT: Fully executed copies of this Agreement shall be provided to the Owner and the Contractor and to such other parties associated with the Project as requested by the Owner or Contractor.

DOCUMENTS PROVIDED BY DESIGN PROFESSIONAL: The Design Professional shall have any bonding company issuing any required performance or payment bond provide a copy of any such bonds directly to the Owner. The Design Professional shall have any insurance company or insurance agency issuing any required insurance coverage relevant to the Project provide the Owner with an appropriate Certificate of Insurance.

SEVERABILITY: If any clause or provision of this Agreement is illegal, invalid, or unenforceable under present or future laws effective during the term of this Agreement, then and in that event it is the intention of the parties hereto that the remainder of this Agreement shall not be affected thereby.

WAIVER: No provision of this Agreement shall be deemed to have been waived by either party unless such waiver be in writing signed by the party making the waiver and addressed to the other party; nor shall any custom or practice which may evolve

13 May 2026 Version Page 9 of 40 Pages between the parties in the administration of the terms hereof be construed to waive or lessen the right of either party to insist upon performance by the other party in strict accordance with the terms hereof. Further, the waiver by any party of a breach by the other party of any term, or condition hereof shall not operate as a waiver of any subsequent breach of the same or any other term or condition thereof.

INTERCHANGEABLE TERMS: For purposes of all provisions within this Agreement and all attachments hereto, the terms "Agreement" and "Contract" shall have the same meaning and shall be interchangeable.

WORDS AND PHRASES: Words, phrases, and abbreviations, which have well-known technical or trade meanings used in the Contract Documents shall be used according to such recognized meanings. In the event of a conflict, the more stringent meaning shall govern.

RELATIONSHIP OF CONTRACT DOCUMENTS: The Contract Documents are complementary, and any requirement of one contract document shall be as binding as if required by all.

ENTIRE AGREEMENT: This Agreement represents the entire contract between the parties and, except as otherwise provided herein, may not be amended, changed, modified, or altered without the written consent of the parties hereto. This Agreement incorporates all of the conditions, agreements, and understandings between the parties concerning the subject matter of this Agreement, and all such conditions, understandings, and agreements have been merged into this written Agreement. No prior condition, agreement, or understanding, verbal or otherwise, of the parties or their agents shall be valid or enforceable unless embodied in this written Agreement.

FMD CONSTRUCTION CONTRACT: A Construction Contract for this Project will not be finalized until the completion of the Basic Services Bidding or Negotiation Phase if included as part of the provided Basic Services. In order to review the anticipated requirements of the FMD Construction Contract, the Design Professional may request in writing a copy of the latest FMD Construction Contract template that will be used as a basis for the completed Project Constructions Contract.

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PART A PROFESSIONAL SERVICES AGREEMENT SIGNATURE PAGE

TAXATION AND REVENUE DEPARTMENT: The records of the Department reflect that the Design Professional is registered to pay gross receipts and compensating taxes under the following New Mexico Tax ID Number___________________.

Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

REVIEWED AS TO LEGAL FORM AND SUFFICIENCY

Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

AGREED

Design Professional

Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

NM Seal & Certificate #: ______________________ Share ID #:__________________________ NM Tax ID: ________________________________ Federal Tax ID:______________________

User Agency Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

APPROVED

FMD Staff Architect

Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

FMD Director Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

General Services Division Chief Financial Officer Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

General Services Division Cabinet Secretary or Designee Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

Management and Contracts Review Bureau, State Purchasing Division Signature: ______________________________________________________ Printed Name: ___________________________________________________ Title: __________________________________________________________ Date: __________________________________________________________

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STATE OF NEW MEXICO

FACILITIES MANAGEMENT DIVISION

GENERAL CONDITIONS OF CONTRACT FOR PROFESSIONAL SERVICES BETWEEN OWNER AND DESIGN

PROFESSIONAL

PART B

TABLE OF ARTICLES

Contents

ARTICLE 1 - GENERAL CONDITIONS 13

BASIC DEFINITIONS 13

PROFESSIONAL SERVICE STANDARDS 14

FACILITY MAINTENANCE DESIGN 16

ARTICLE 2 - BASIC SERVICES 16

GENERAL 16

PROGRAMMING PHASE 17

SCHEMATIC DESIGN PHASE 17

DESIGN DEVELOPMENT PHASE 17

CONSTRUCTION DOCUMENTS PHASE 18

BIDDING PHASE 19

CONSTRUCTION PHASE--ADMINISTRATION OF THE CONSTRUCTION CONTRACT 20

PROJECT CLOSEOUT AND FINAL WARRANTY INSPECTION PHASE 22

ARTICLE 3 - ADDITIONAL SERVICES 22

ADDITIONAL SERVICES DEFINITION 22

MOVEABLE EQUIPMENT (FIXTURES, FURNISHINGS AND EQUIPMENT) 23

ADDITIONAL GEOTECHNICAL ENGINEERING 23

ADDITIONAL CIVIL ENGINEERING 23

PROJECT REPRESENTATION BEYOND BASIC SERVICES 23

ARTICLE 4 - REIMBURSABLE EXPENSES 23

GENERAL 23

ARTICLE 5 - THE USER REPRESENTATIVE 24

GENERAL 24

ARTICLE 6 - OWNER'S RESPONSIBILITIES 25

GENERAL 25

ARTICLE 7 - CONSTRUCTION COST 25

RESPONSIBILITY FOR CONSTRUCTION COST 25

ARTICLE 8 - PAYMENTS TO THE DESIGN PROFESSIONAL 26

PAYMENTS ON ACCOUNT OF PROFESSIONAL SERVICES PROVIDED 26

PAY APPLICATION FOR SERVICES AND COSTS 26

PAYMENTS WITHHELD 26

PROJECT SUSPENSION OR TERMINATION - OTHER PARTIES 27

ARTICLE 9 - DESIGN PROFESSIONAL'S RECORDS AND AUDIT 27

GENERAL 27

OWNERSHIP AND USE OF DOCUMENTS 27

ARTICLE 10 - TERMINATION OF AGREEMENT 27

GENERAL 27

ARTICLE 11 - GENERAL AND SPECIAL PROVISIONS 28

GOVERNING LAW 28

LIABILITY AND CLAIMS 28

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INDEMNIFICATION 28

EFFECTIVE AGREEMENT 28

CONFLICT OF INTEREST, GOVERNMENTAL CONDUCT ACT 28

PENALTIES FOR VIOLATIONS OF LAWS 29

CODE COMPLIANCE 29

EQUAL OPPORTUNITY COMPLIANCE 29

INSURANCE 29

INDEPENDENT CONTRACTOR. 30

CONSULTANT RELATIONS 30

AMENDMENT 30

ASSIGNMENT 30

RELEASE 30

OWNER’S APPROVAL 30

CONFIDENTIALITY 30

LABOR-MANAGEMENT RELATIONS. 31

CERTIFICATES AND DOCUMENTS INCORPORATED 31

INVALID CLAUSE OR PROVISION 31

MERGERS, DISSOLUTION, SUCCESSORS, AND ASSIGNS 31

EXHIBITS AND ATTACHMENTS INCORPORATED BY REFERENCE 31

DESIGN PROFESSIONAL PERFORMANCE EVALUATION 31

AUTHORITY 31

CONTRACT DOCUMENTATION 32

PROJECT MANAGEMENT COLLABORATION SOFTWARE 32

NOTICES 32

GENDER, SINGULAR/PLURAL 32

CAPTIONS AND SECTION HEADINGS 32

DISTRIBUTION OF COPIES OF CONTRACT 32

DOCUMENTS PROVIDED BY DESIGN PROFESSIONAL 32

SEVERABILITY 32

WAIVER 33

INTERCHANGEABLE TERMS 33

WORDS AND PHRASES 33

RELATIONSHIP OF CONTRACT DOCUMENTS 33

ENTIRE AGREEMENT 33

FMD CONSTRUCTION CONTRACT 33

ARTICLE 12 - BASIS OF COMPENSATION 33

GENERAL 33

ARTICLE 13 - NEW MEXICO EMPLOYEES HEALTH COVERAGE 33

GENERAL 33

ARTICLE 14 - EXHIBITS 34

Exhibit B – List of Consultants 34 Exhibit B – Schedule of Values/ Pay Application (includes MS Excel File) 34 Exhibit C – Joint Powers Agreement Redevelopment of State Fairground dated ???? 34 Exhibit D – New Mexico State Fairgrounds Master Plan dated ????? Error! Bookmark not defined.

Exhibit E – Preliminary Development Schedule (includes MS Project File) 34

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ARTICLE 1 - GENERAL CONDITIONS

For purposes of this Agreement, the following definitions shall apply throughout the contract and to all attachments incorporated herein, unless otherwise specified.

BASIC DEFINITIONS

ANCHOR DEVELOPER (District-wide Impact): The developer who is responsible for a specific parcel, building, or phase within a larger master-planned district, operating under the rules set by the Master Developer. Delivers a high-impact, catalytic project that drives activity, identity, and value for the entire district.

CENTRAL PURCHASING OFFICE: The Central Purchasing Office is the Facilities Management Division (FMD), General Services Department, State of New Mexico.

CODES: All applicable federal, state, and local codes applicable to the Project.

CONSULTANT: Any individual, firm, partnership, corporation or other entity that enters into an agreement with the

Design Professional contracting with Owner for the purposes of fulfilling or assisting the Design Professional with the services required by this agreement between the Design Professional and Owner.

DESIGN PROFESSIONAL: The firm named in this Agreement which employs a registered Design Professional of New Mexico or an individual registered Design Professional of New Mexico. In the instance of a firm, the term "Design Professional" shall include the Project Design Professional.

DIRECT SALARY: The gross wages, which do not include costs of employer beyond the amounts of the paychecks.

DEVELOPMENT AND DISPOSITION CONTRACT (DDA): The core legal agreement used when a public entity (like a state, city, or agency) transfers land to a private party in exchange for that party agreeing to develop it according to specific requirements.

GOVERNING AUTHORITY: The Governing Authority for the award of construction contracts is the State Board of Finance, and the Governing Authority for the execution of construction contracts is the Director of the Facilities Management Division (FMD), General Services Department.

HORIZONTAL CONSTRUCTION (Creating Buildable Pads & Community Features): Horizontal construction is everything required to prepare raw land so it can support buildings. Typically controlled by the Master Builder. Includes:

1. Demolition

2. Civil Infrastructure

3. Public Park

4. State Fair Improvements

MACC: Maximum Allowable Construction Cost is the total sum available for construction purposes, and may include Moveable Equipment , but excludes professional fees, Gross Receipts Tax, Owner's contingency funds and acquisition costs, and other costs which are the responsibility of the Owner as described in Article 5 and Article 6 of this Agreement.

MASTER DEVELOPER (The City Builder, Horizontal Builder): The entity that sets the vision, installs the backbone, and controls who builds what, where, and when; they don’t necessarily build everything themselves. It controls the land, builds the foundation, and choreographs the entire development ecosystem; financially, physically, and strategically.

MASTER PLANNER, CONCEPT (Big Picture/ Vision): Creator of a high-level vision document that shows how a site or district could be organized without locking in final design or engineering. A flexible vision that shows what could happen.

MASTER PLANNER, DETAIL (What is going to Be Built): Makes for a fully developed, site-specific plan that defines exactly what will be built, where, and how it functions that is often tied to real financing and execution including phasing. Schedule and operating concept.

MOVEABLE EQUIPMENT (FURNITURE, FIXTURES AND EQUIPMENT [FF&E]): Includes furnishings not provided as part of the construction work such as chairs, tables, desks, etc. Includes equipment that is not fixed to the building structure and/or is not permanently wired or plumbed in. If included as an Additional Service, Moveable Equipment will be designed by the Design Professional in accordance with the terms of this Agreement, and may be installed by the construction contractor(s) as reflected under the appropriate FMD Construction Contract. (Telecommunications and Data/Internet Network design is part of Basic Services.)

OWNER: The Facilities Management Division, General Services Department, State of New Mexico.

PROJECT: The Project is the total administration, design, construction and post-construction of which Work performed under this Agreement and the Construction Documents may be the whole or a part and which may include design or construction

13 May 2026 Version Page 14 of 40 Pages by the Owner or by separate professionals or contractors. The Project is further defined in Part A of Agreement.

PROJECT DESIGN PROFESSIONAL: The individual registered Design Professional of the State of New Mexico who shall sign and affix his New Mexico Design Professional's Seal to all plans, designs, drawings, specifications, and reports that involve the Project. The Project Design Professional shall be mutually agreed upon by Owner and Design Professional at the time this Agreement is entered into by the parties and shall be named herein.

REIMBURSABLE EXPENSES: Expenses not included in Basic or Additional Service compensation and are actual, incidental expenditures made by the Design Professional or its employees in the interest of the Project (while performing professional services pursuant to this Agreement) and limited in accordance with the Reimbursable Article of this Agreement unless otherwise authorized in writing by the Owner.

SITE: The physical location on which the Project is built, including all land acquired for the Project or associated with the Project, including surface drainage, wells, transmission lines, easements, rights-of- way, roadways and existing facilities that may be directly or indirectly affected by the Project or that might affect the Project.

USER (OR USER AGENCY): The State agency or agencies or designated entity for whose use the Project is being constructed.

USER REPRESENTATIVE: The individual designated by the User with the authority to bind the User with respect to this Agreement. See Article 4 herein.

VERTICAL CONSTRUCTION (Everything above Ground): Vertical construction is the design and construction of buildings on prepared sites. May include:

1. Residential (Multi-use) Anchor

2. Stadium Anchor

OTHER DEFINITIONS: Other definitions that may be defined in this Agreement or in the Construction Contract.

PROFESSIONAL SERVICE STANDARDS

All Services provided by the Design Professional shall comply with the following standards:

TIME AND DEVELOPMENT SCHEDULE

The Design Professional shall perform Basic and Additional Services as expeditiously as is consistent with professional skill and care and the orderly progress of the Work.

Upon execution of this Agreement, the Design Professional shall assume control and manage Exhibit E – Preliminary Development Schedule (MS Project Schedule template was provided by Owner during RFP Process) as the standard for the Development Schedule. A schedule for the performance of the Design Professional's services shall include allowances for periods of time required for the Owner's review and approval of submissions and for approvals of authorities having jurisdiction over the Project. This schedule shall not, except for reasonable cause not within the control of the Design Professional, be exceeded by the Design Professional. The schedule shall be updated as required elsewhere in this Agreement. Failure of the Design Professional to perform within this schedule, except through authorized extensions thereto, shall constitute a basis for termination and/or withholding of payment until schedule compliance is achieved by the Design Professional.

All time limits stated in this Agreement are of the essence in the performance of this Agreement.

STANDARDS, POLICIES AND GUIDES: The Owner has adopted certain design standards, policies, and guides in force at the time of execution of this agreement that shall be incorporated into the Design Professional’s Services. The Design Professional shall comply with all applicable design standards, policies, guides, and submission requirements as set forth in the FMD Capital Projects Design Procedures.

MEETINGS: The Design Professional shall be in attendance at, and record minutes of, all meetings required by this agreement throughout the course of the Project as set forth herein. The Design Professional shall initiate additional meetings germane to the Agreement when authorized, in writing, by the FMD Project Manager. The Design Professional shall distribute copies of meeting minutes to participants and other interested parties as directed by the FMD Project Manager within seven (7) calendar days. The Design Professional consultants shall attend each meeting as appropriate or as requested by the FMD Project Manager.

MONTHLY PROGRESS REPORTS: The Design Professional shall submit monthly progress reports of design/construction activities to the FMD Project Manager. Failure to submit monthly reports may result in delay to the Design Professional’s progress payments. The report shall include:

A. Activities completed and items pending since last report B. Projected progress

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C. Comparison of schedule to actual progress D. Decisions or information required

USER REPRESENTATIVE INFORMATION: The Design Professional shall request from the User Representative the following:

A. Information sufficient for the Design Professional to develop program criteria including the User's goals, objectives, and needs, and the organizational chart of individuals, movable equipment, fixtures, furnishings, and equipment that shall occupy the Project.

B. B. To the extent practicable and reasonable, the Design Professional shall incorporate the User Representative's requests into the documents for construction; however, the Design Professional is responsible solely to the Owner for the types of material incorporated into the construction, the size of the facilities constructed, and to design within the

MACC.

C. A list (by manufacturer and model number) of special equipment (other than 110 volt, 60HZ, requiring less than 10 amps) that requires utility services, including but not limited to telecommunication equipment such as data transmission and computer lines that shall be designated by Department of Information Technology (DoIT), Infrastructure Voice Radio Network Bureau and Data Network & Internet Bureau.

TELECOMMUNICATIONS/ INTERNET EQUIPMENT: As a Basic Service, telecommunications and internet equipment or radio equipment for state facilities generally falls under the jurisdiction of the Department of Information Technology (DoIT). DoIT standards must be followed. The Terms of this Agreement dictate when this equipment is to be included in the Project.

If included, the Design Professional shall coordinate with DoIT, User Agency IT Bureau(s) and other related utility providers for all related requirements to be included in the Project.

PROJECT LEGISLATION OR AUTHORIZATION: The Design Professional shall request from the Owner and the User Agency copies of documents supporting the funding request that were presented to the State Legislature or other regulatory agencies that provided funds for construction of the envisioned facility. These documents will be furnished for information only. The Owner will establish a budget for utilization by the Design Professional in the performance of the services.

APPROPRIATIONS: The terms of this Agreement are contingent upon sufficient appropriations and authorization being made by the Legislature of New Mexico for the performance of this Agreement. If sufficient appropriations and authorization are not made by the Legislature, this Agreement shall terminate immediately upon written notice being given by the Owner to the Design Professional. The Owner’s determination that sufficient appropriations are not available shall be accepted by the Design Professional and shall be final. If the Owner proposes an amendment to the Agreement to unilaterally reduce funding, the Design Professional shall have the option to terminate the Agreement or to agree to the reduced funding, within thirty (30) days of receipt of the proposed amendment.

SOFTWARE REQUIREMENTS:

A. Drawing Formats. All CAD drawings shall be supplied in PDF format as well as in DWG format and be readable by the Owner-supported CAD desktop software (Autodesk AutoCAD). Being ‘readable’ means the ability to open a file without any errors (such as proxy, font substitution, etc.) and with objects, layers, and other file properties remaining intact.

B. AutoCAD DWG files must have x-ref base drawing attached or included with the drawings.

C. Other Formats. File formats for word processor documents, spreadsheet documents, or slide presentations shall be those used by the Microsoft family of office software such as Word, Excel, and PowerPoint. Contact the Owner for version. Macros may be included with these documents provided they are virus free, their function is explained next to the code, and they are not write protected.

D. Graphics shall be submitted in TIF, GIF, JPG, CALS, or PDF file format (compressed image formats only). This option is intended for photos, conceptual sketches, etc., and not to indicate that raster file drawings will be accepted in place of AutoCAD DWG files.

E. Data file formats for projects that employ information contained in a database or spreadsheet shall be those used by one of the following: Oracle, Microsoft Access, Microsoft SQL, or Microsoft Excel. All linkages of non-graphical data with graphic elements, relationships between database tables, and report formats shall be maintained. All database tables shall conform to the structure and field naming guidance provided by the Owner. The Design Professional shall confirm database file format preference with the Owner prior to issuance of database file.

F. File formats for project management documents shall be either that used by Microsoft Project or hard copy. Confirm file format with the Owner. Save project files with baseline.

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G. Deliverables integrating multiple file formats may be submitted as a PDF (version 4 or later) in addition to the base file structure. Examples include reports, photographs, and manuals created by using a variety of software packages and file formats. Confirm deliverable format preference with the Owner.

H. Building Information Modeling (BIM). Projects and project teams are encouraged to utilize 3D object model and other building information model technology and software applications (including during project stages of planning, design, construction, and handover to space management and facility operations and maintenance). Outputs from these applications are acceptable as deliverables to the Owner, provided that 2D output is also submitted that fully complies with all provisions herein.

CONSULTANTS: The Design Professional shall employ, or engage, and be contractually responsible for, consultants necessary for the performance of the services herein described and required to complete the Project scope. The Design Professional shall complete and submit Exhibit C listing consultants to be used on the Project. The Design Professional shall not engage any consultant to which the Owner has reasonable objection.

KEY PERSONNEL AND CONSULTANTS. The Design Professional’s key personnel and consultants designated for this Project shall remain assigned for the duration of the Project. Any substitutions of the Design Professional’s key personnel and consultants require written notification to the Owner and prior written consent of the Owner. Owner may require substitution of any personnel or consultants provided that Owner has first notified the Design Professional in writing and allowed a reasonable period for adjustments and/or corrections.

STANDARD OF CARE: The Design Professional represents that its officers, agents, employees and consulting professionals shall possess the experience, knowledge, and character necessary to qualify them individually for the services to be performed by them under this Agreement. All services shall be performed in accordance with the standards of their respective profession. Such affirmation by consultants, sub consultants, joint ventures, and agents shall not be construed as a diminution of the Design Professional’s liability and responsibilities to the Owner.

APPLICATION OF PROFESSIONAL SEALS: Final technical reports and all bidding documents shall contain a legible seal, signature, date and license expiration date of the design professional…