ESBD_383467_1732651916955_0003687 Attachment D - Professional Services Contract template.pdf

INSTRUCTIONS TO ALL RESPONDENTS FOR RFQ NO. 0003687

AGREEMENT FOR PROFESSIONAL SERVICES FOR

COMMISSIONING SERVICES

FOR

DPS TRAINING ACADEMY

FLORENCE, TEXAS

1. Respondents are required to review this Attachment prior to submission of qualifications.

2. Other than for typographical or scrivener’s errors, all exceptions to, and/or requests for modification of, this Attachment must be submitted with Respondent’s qualifications/proposals and on time.

3. TFC will not consider any exceptions and/or requests for modification submitted after the date and time for submission of qualifications/proposals.

4. The following Articles, Sections and Exhibits of this Attachment are not negotiable:

Article 1, Definitions Article 3, TFC Responsibilities, Information, and Approvals

Article 4, Sections 4.2 through 4.7 Article 5, Copyrights/Trademarks/Instruments of Service Article 6, Records, Audit, Proprietary Information and Public Disclosure Article 7, Insurance and Indemnity Article 8, Dispute Resolution Article 9, Term, Suspension, and Termination Article 10, Special Provisions Article 11, Miscellaneous Provisions

Exhibit A. 2015 Uniform General Conditions Exhibit B. 2018 Supplementary General Conditions| Exhibit C. TFC 2018 Architectural/Engineering Guidelines, Edit Date: 3/19/18

Exhibit C-1 Owner’s Project Requirements Exhibit D. Professional Services Schedule Exhibit E. List of CxA Key Personnel Exhibit F. Criminal Background Check and Application Guidelines Exhibit G. CxA Scope of Services Exhibit H. Approved HUB Subcontracting Plan Exhibit H-1. HUB Subcontracting Plan Form Exhibit H-2. Progress Assessment Reporting Form Exhibit I. CxA Insurance Requirements

5. The Agreement for Professional Services shall be fully negotiated between TFC and the Successful Respondent PRIOR TO award, whether award is made by TFC Procurement, or by the TFC Commission.

6. Upon notice of award, awardee shall submit final, negotiated versions of Exhibits D, E and G to General Counsel Division and to the Project Manager for incorporation into the Professional Services Agreement.

Date:

Stephen M. Foster General Counsel

11/25/2024 | 3:31 PM CST

AGREEMENT

PROFESSIONAL SERVICES

BY AND BETWEEN

THE TEXAS FACILITIES COMMISSION

AND

[INSERT CONTRACTOR NAME]

COMMISSIONING SERVICES FOR DPS TRAINING ACADEMY

FLORENCE, TEXAS

TFC CONTRACT NO. [XX-XXX-XXX]

RFQ NO. 0003687

PROJECT NO. 24-020-2552

TFC Contract No. XX-XXX-XXX Contractor Name

RFQ No. 0003687 Project No. 24-020-2552 i

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS .................................................................. Error! Bookmark not defined.

ARTICLE 2. CxA RESPONSIBILITIES AND SCOPE OF SERVICES

ARTICLE 3. TFC RESPONSIBILITIES, INFORMATION, AND APPROVALS

ARTICLE 4. COMPENSATION AND PAYMENT

ARTICLE 5. COPYRIGHTS/TRADEMARKS/INSTRUMENTS OF SERVICE

ARTICLE 6. RECORDS, AUDIT, PROPRIETARY INFORMATION AND PUBLIC

DISCLOSURE

ARTICLE 7. INSURANCE AND INDEMNITY

ARTICLE 8. DISPUTE RESOLUTION

ARTICLE 9. TERM, SUSPENSION, AND TERMINATION

ARTICLE 10. SPECIAL PROVISIONS

ARTICLE 11. MISCELLANEOUS PROVISIONS

EXHIBITS. The following exhibits are attached to this Agreement and fully incorporated herein by reference:

Exhibit A. 2015 Uniform General Conditions Exhibit B. 2018 Supplementary General Conditions| Exhibit C. TFC 2018 Architectural/Engineering Guidelines, Edit Date: 3/19/18

Exhibit C-1 Owner’s Project Requirements Exhibit D. Professional Services Schedule Exhibit E. List of CxA Key Personnel Exhibit F. Criminal Background Check and Application Guidelines Exhibit G. CxA Scope of Services Detail Exhibit H. Approved HUB Subcontracting Plan Exhibit H-1. HUB Subcontracting Plan Form Exhibit H-2. Progress Assessment Reporting Form Exhibit I. CxA Insurance Requirements

RFQ No. 0003687 Project No. 24-020-2552 ii

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN

THE TEXAS FACILITIES COMMISSION

AND

COMMISSIONING AGENT

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

THE TEXAS FACILITIES COMMISSION (“TFC”), a state agency 1711 San Jacinto Boulevard Austin, Texas 78701 as “Owner” (as is defined in UGC Section 1.28), and the Commissioning Agent (the “CxA”):

[Name] [Address] [City, State, Zip] [Phone:] [Fax:] wherein CxA agrees to provide Professional Services for the following Project (the “Project”):

Commissioning Services DPS Training Academy Florence, Texas

TFC and the CxA agree as follows:

RFQ No. 0003687

ARTICLE 1. DEFINITIONS

Unless specifically provided otherwise, all words and phrases in this Agreement in initial caps shall have the meanings set out in this Article 1. All undefined and capitalized terms used herein shall have the meaning given to them in the UGC. In the event of any conflict between the definitions in the UGC, the 2018 Supplementary General Conditions, the TFC 2018 Architectural/Engineering Guidelines, Edit Date:

3/19/18 or in any other document that is referenced herein and incorporated for all purposes, and the definitions in this Agreement, the definitions used in this Agreement shall control.

Additional Services means those Professional Services not included in Sections 2.1 to 2.2 of this Agreement which may be requested by TFC at any time for the duration of this Agreement, as discussed in Sections 2.3 and 4.4 below.

A/E means the architect and/or engineer with whom TFC has entered into an Agreement for the providing of Professional Services and to exercise overall responsibility for the design of the Project.

A/E Guidelines means the TFC 2018 Architectural/Engineering Guidelines Edit Date March 19, 2018, attached hereto and incorporated herein for all purposes as “Exhibit C”.

A/E Project Manager means the individual designated by A/E and approved by TFC, as the contact person with specific authority to properly supervise and direct the duties and responsibilities of A/E, on behalf of A/E, pursuant to the terms and conditions of their Agreement with TFC, and who shall have decision-making authority to bind A/E with respect to the Professional Services for the Project.

A/E Record Drawings are those final, compiled drawings, prepared and approved by the A/E after review of the Contractor’s notes and drawings of the on-site changes to the Drawings provided in the Record Documents.

Agreement means this Agreement between TFC and CxA whereby CxA agrees to provide Professional Services for the Project identified on the cover page of this document, all as outlined herein.

Applicable Law or Law(s) means any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders now in force or hereafter enacted by Authorities Having Jurisdiction (the “Authorities Having Jurisdiction”), relating to or affecting the Project or arising from this Agreement, including those governing labor, equal employment opportunity, safety, and environmental protection, and further including (i) applicable building, fire, and life safety codes and zoning requirements of Authorities Having Jurisdiction; (ii) accessibility laws, codes, and ordinances including but not limited to the Texas Accessibility Standards of the Architectural Barriers Act, Tex. Gov’t. Code Ch. 469, Elimination of Architectural Barriers, and the Americans with Disabilities Act of 1990 (42 U.S.C. § 12181); (iii) occupational safety acts and requirements applicable to the Project, including United States Occupational Safety and Health Administration (“OSHA”) requirements and related federal and state regulations; (iv) requirements under Title VII of the Civil Rights Act of 1964, as amended; (v) requirements of the Fair Labor Standards Act and applicable state wage and hour laws including Tex. Gov’t. Code § 2258.001 et seq.; (vi) Environmental Laws, including all storm water, street, utility and other related infrastructure requirements, (vii) all requirements related to the use, removal, storage, transportation, disposal and remediation of Hazardous Materials; and (viii) any other applicable local, state or federal laws respecting the Project.

Basic Services means those Professional Services set forth in Section 2.2 below. Such Basic Services may include, without limitation, building system commissioning services during the pre-design, design, construction, post-construction, and warranty phases, preparation of Drawings, Specifications, and Construction Documents, construction observation, and construction administration, all as further indicated in Section 2.2 of this Agreement.

Budget means the construction budget for the Project as provided to CxA by TFC and which may be amended from time to time by TFC as further assessments, design, and construction Cost Estimates are provided.

Building Information Model (“BIM”) means the computable, digital, multi-dimensional representation of the physical and functional characteristics of the Project’s facilities and their related life-cycle information in Autodesk Revit format and Autodesk Civil 3D, to be used as a repository of design and construction information for use by the Project Team during the design, bidding and construction phases of the Project, and for TFC’s use throughout the life-cycle of the Project. Members of the Project Team are required to coordinate all efforts with respect to the BIM in accordance with the guidelines set forth in the BIM Execution Plan developed for the Project.

Building Information Model (“BIM”) Execution Plan means that certain plan prepared by the Project team with the guidelines and protocols for use by the Project Team to effectively utilize the BIM throughout the design, bidding, construction and life cycle of the Project.

CAD means AutoCAD DWG format.

Certificate of Substantial Completion means the certificate as defined in UGC Section 1.8, signed by the Contractor, CxA, and TFC establishing the date of Substantial Completion, as defined in UGC Section 1.44, for the applicable part of the Work and identifying responsibilities for security and maintenance as set out in UGC Section 12.1.1.2.

Close-Out Documents has the same meaning as defined in UGC Section 1.10 and includes the Contractor’s marked-up “as-builts” and A/E’s Record Drawings.

Commissioning Agent (CxA) means the professional engineering individual/s or firm contracted by TFC to perform the building systems commissioning as outlined in this Agreement. The Commissioning Agent shall be part of the Project Team. The Commissioning Agent shall work independently of A/E and Contractor to ensure the proper installation, performance testing, functional testing procedures and operations of all installed and integrated systems.

Commissioning Agent Project Manager (CxA Project Manager) means the individual designated by CxA and approved by TFC, as the contact person with specific authority to properly supervise and direct the duties and responsibilities of CxA, on behalf of CxA, pursuant to the terms and conditions of this Agreement, and who shall have decision-making authority to bind CxA with respect to the Professional Services for the Project.

Commissioning Plan (Cx Plan) means the document authored by the Commissioning Agent that documents the procedures, implementation, and execution of the commissioning process, and is developed in increasing detail as the Project progresses through its various phases to ensure that the Owner’s project requirements (OPR) and the Construction Documents are met.

Communication Protocol means the communication and tracking procedures to be utilized for interaction and reporting between TFC, A/E and its Consultants, CxA and its Consultants, Contractor, and subcontractors, including but not limited to, the use of any EPMCS, as defined herein, utilized by TFC for the Project.

Compensation means the funds paid to CxA for the Professional Services provided by CxA as set forth in Article 4 of this Agreement.

Construction Documents means, collectively, the Drawings, Specifications, details, and other documents prepared by the A/E and its Consultants, by the CxA and, its Consultants, and by TFC’s other Consultants that describe the scope and quality of the Project and the materials, supplies, equipment, systems and other elements required for construction of the Work that are acceptable to

TFC.

Construction Manager-at-Risk (“CMR”) or “Contractor” means, subject to the provisions of UGC Sections 1.16 and 1.18, that entity with whom TFC contracts to provide preconstruction and/or construction services to the Project pursuant to an agreement. The terms “Construction Manager” and “CMR” are interchangeable with each other and with the terms “Contractor” and “General Contractor” or other similar terms used in the various parts of the Contract Documents, including the UGC.

Consultant means any person or entity that enters into an agreement with CxA to perform any part of the Professional Services described in this Agreement. The term Consultant excludes Consulting service and Consultant as defined in Chapter 2254.021, Texas Government Code.

Consulting Agreement means any agreement between CxA and a Consultant.

Cost Estimate(s) means the cost estimate(s) prepared by the appropriate Project Team member during various pre-construction phases of a Project based on the review of Drawings, Specifications and other Deliverables provided by A/E in the design process.

Deliverables means any and all Drawings, Specifications, photos, designs, studies, sketches, computer programs, reports, and other Professional Services, which are specified to be delivered by CxA pursuant to the terms of this Agreement.

Design Development Documents means the design development documents, prepared by A/E for the Project, including plans, elevations, and such other drawings, calculations, and outline specifications that, in TFC’s sole opinion, are of such quality and detail that enable TFC to fix and illustrate the size and character of the entire Project in its essentials as to kinds of materials and assembly details, type of MEP Systems, and type of structure and to coordinate the interface of all architectural and structural elements with all building systems.

Design Program means the overall goals and design objectives of the Project, the aesthetic considerations, and the functional requirements including allocations of space with uses and adjacency relationships for all areas/spaces, operational objectives and such standards of design that TFC may require for all architectural and engineering disciplines in the design and construction of the Project.

Drawings means the plans, drawings, profiles, cross-sections, and supplemental drawings, or reproductions thereof, prepared by the A/E and approved by TFC, which show the locations, character, dimensions, and details of the Work for the Project.

Effective Date means the date that the last signature of a party is affixed hereto.

Environmental Laws means any local, state, or federal law, rule, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, as may be amended from time to time including: (i) the Resource Conservation and Recovery Act of 1976 (“RCRA”) (42 U.S.C. § 6901 et seq.), as amended by the Used Oil Recycling Act of 1980 (Pub. L. No. 96- 463, 94 Stat. 2055 (1980)), the Solid Waste Disposal Act Amendments of 1980 (Pub. L. No. 96- 482, 94 Stat. 2334 (1980)), and the Hazardous and Solid Waste Amendments of 1984 (Pub. L. No.

98-616, 98 Stat. 3221 (1984)), and regulations promulgated thereunder; (ii) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) (42 U.S.C. § 9601 et seq.), as amended by the Superfund Amendments and Reauthorization Act of 1986 (Pub.

L. No. 99-499, 100 Stat. 1613 (1986)), and regulations promulgated thereunder; (iii) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.); (iv) the Endangered Species Act of 1973 (15 U.S.C. § 1531 et seq.) and its amendments; (v) laws, statutes, ordinances, rules, regulations, orders, or determinations relating to “wetlands,” including without limitation those set forth in the Federal Water Pollution Control Act (commonly referred to as the “Clean Water Act”) (33 U.S.C. § 1251 et seq.); (vi) the Texas Water Code; and (vii) the Texas Solid Waste Disposal Act (Tex. Health & Safety Code Ann. §§ 361.001–361.345 (West 2018)).

EPMCS means the TFC’s electronic project management control system.

Final Inspection means the process and procedure described in UGC Section 12.1.

Final Inspection Deadline means the date that is thirty (30) Days after the Substantial Completion Inspection and the date by which A/E must conduct a Final Inspection, unless such deadline is amended by TFC.

Hazardous Materials means (i) any “hazardous waste” as defined by RCRA, and regulations promulgated thereunder; (ii) any “hazardous substance” as defined by CERCLA, and regulations promulgated thereunder; (iii) any toxic substance as defined under or regulated by the Toxic Substances Control Act; (iv) asbestos, polychlorinated biphenyls, radon, or explosive or radioactive materials; (v) underground and above ground storage tanks, whether empty, filled or partially filled with any substance, including without limitation any petroleum product or any other “hazardous substance”; (vi) any substance the presence of which at the Project is prohibited by any Environmental Laws; and (vii) any other substance which by any Environmental Laws requires special handling or notification of any Authorities Having Jurisdiction in its collection, storage, treatment, or disposal.

HUB Compliance Reporting System means the Texas Facilities Commission Historically Underutilized Business (“HUB”) online reporting system located at https://tfc.gob2g.com. The HUB Compliance Reporting System is used to maintain business records documenting compliance with the HUB Subcontracting Plan (“HSP”) by submission of monthly Progress Assessment Reports (“PARs”).

Invoice means the invoice for payment for Professional Services provided by CxA as submitted in conformance with Article 4 below.

MEP Systems means mechanical, electrical, and plumbing systems.

Notice of Authorization or “NOA” means the written authorization to proceed to the next phase of development of Construction Documents. Notice of Authorization is to be distinguished from a Notice to Proceed.

Notice to Proceed or “NTP” means the written notice to be issued at the onset of the Project by TFC notifying CxA to proceed with the commencement of Professional Services described in this Agreement.

Opinion of Probable Construction Cost means a level one Cost Estimate to facilitate budgetary and feasibility determinations, based on historical information with adjustments made for specific Project conditions, wherein estimates are based on costs per square foot, number of rooms/seats, etc. Project information required for estimates at this level shall include a general functional description, schematic layout, geographic location, size expressed as building area, numbers of people, seats, as such, and intended use.

Person means an individual and includes a corporation, an organization, a business trust, an estate, a trust, a partnership, an association, or any other legal entity.

Professional Services means (i) professional architectural services and/or (ii) professional engineering services as defined in Tex. Gov’t. Code § 2254.002, the scope of which is set out in more detail in Article 2 below. Professional Services shall include Basic Services and, as such services are approved by TFC, Additional Services.

Professional Services Schedule or “Schedule” means the schedule/timeline set out in “Exhibit D”, and which schedule/timeline sets out the deadlines in terms of a fixed number of days after a preceding deadline for completion and delivery of discrete portions of the Professional Services.

At the discretion of the TFC Project Manager and as mutually agreed upon with CxA, the Schedule may be revised and defined with more detail as the Project develops.

Project means that certain Work more particularly identified on the introductory paragraph of this Agreement and includes the design, engineering, and construction of each component design/construction package that may be prescribed by TFC.

Project Analysis has the same meaning as defined in Tex. Gov’t. Code § 2166.001(5).

Project Management Firm (“PMF”) means the service provider, if any, with whom TFC enters into a Project Management Firm Professional Agreement for Professional Services (the “Project Management Firm Professional Agreement”) for the purpose of the PMF providing certain professional project management services for the Project, which may include, among other services, general Project management, strategic Project planning, Project Site planning, operational planning, capital expenditure planning, budgetary impact analysis, and/or Project controls. CxA acknowledges and agrees that the PMF shall have no authority to act for or on behalf of TFC or the State of Texas except as expressly provided for in the Project Management Firm Professional Agreement, a copy of which TFC will provide upon request.

Project Team are those entities who may be involved in the design and/or design assist procedures on the particular Project. Project team members include TFC, Using Agency, CxA and its

Consultants, PMF (if any), the CMR or Contractor, any separate contractors employed by TFC, and other consultants employed for the purpose of programming, design, and construction of a project. The members of the Project Team will be designated by TFC for any particular project and may be modified from time to time by TFC.

Reimbursable Expenses means those reasonable and necessary out-of-pocket costs and expenses incurred by CxA for the provision of the Professional Services approved by TFC.

RFI means a request for information as defined in UGC Section 1.35.

RFI Response means a written clarification, instruction, and/or interpretation, including, but not necessarily limited to, an architect’s supplemental instructions issued in response to an RFI, which response must be consistent with the intent of the Construction Documents.

Schematic Design Drawings means, at a minimum, a Site development plan, building plans, elevations, sections, and perspective sketches sufficient to convey comprehensive design intent.

Schematic Design Package means the combination of: (i) Schematic Design Drawings; (ii) an outline summary of the areas within the proposed Project such summary corresponding to the general categories in the space allocation outlined in the Design Program; (iii) a description of the building and general Site development that shall include an overview of proposed exterior architectural materials and structural systems together with the mechanical, electrical and plumbing systems and services contemplated; and (iv) an Opinion of Probable Construction Cost that demonstrates conformity with the Budget, all that, in TFC’s sole opinion, must be in satisfactory quality and detail.

Site means the lands, areas, and/or buildings indicated in the Contract Documents as being furnished by TFC upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by TFC which are designated for the use of Contractor.

Specifications is defined in UGC Section 1.41.

Standard of Care means that certain standard by which CxA shall perform all Professional Services hereunder, as prescribed by Tex. Gov’t. Code § 2254.0031 (incorporating Tex. Local Gov’t. Code § 271.904(d)), to wit: (i) with the professional skill and care ordinarily provided by competent engineers or architects 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 engineer or architect.

Substantial Completion Inspection means the process and procedure described in UGC Section 12.1.1.

Substantial Completion Inspection Deadline means the date that is a fixed number of days after proper written notification is delivered to TFC, A/E, and CxA by Contractor that Contractor has fully satisfied the requirements set out in UGC Section 12.1.1.1, and by which date A/E must conduct a Substantial Completion Inspection.

TDLR means the Texas Department of Licensing and Regulations.

TFC Project Manager means the individual designated by TFC as the contact person for TFC with the direct responsibility to properly supervise the design and construction of the Project, and the services being provided pursuant Agreement on behalf of TFC, including, but not limited to, serving as the point of contact between TFC, the Using Agency, as defined below, (if any), CxA, and Contractor, and supervising TFC’s review and approval of the Professional Services. For the avoidance of doubt, the TFC Project Manager shall be the same person as the Owner’s Designated Representative (or “ODR”) as defined in UGC Section 1.29.

Uniform General Conditions or “UGC” shall mean the Uniform General Conditions for Construction Contracts issued by the State of Texas, published date of 2015, as may be amended from time to time, a copy of which is published on TFC’s website and as may be modified by this Agreement and the Special Conditions.

Using Agency has the same meaning as defined in Tex. Gov’t. Code § 2166.001(10).

Utilities means water, sewer, gas, electric, telecom, cable, and like services.

Utility Providers means any and all entities that TFC desires to provide Utilities to the Project.

Warranty Report means the comprehensive report of the findings of CxA pursuant to the inspections, and which must include, but not be necessarily limited to, a list of the items needing replacement, correction, or repair.

Work means, in addition to those items set forth in UGC Section 1.48, the provision of all labor, materials, supplies, and equipment that are required of the CMR to manage, implement, and fully construct a Project in accordance with the requirements of this Agreement and the Contract Documents for that Project. The Work may include the Preconstruction and Construction Services described in a Construction Manager-at-Risk Agreement and all additional work required by any change orders, and any other work reasonably inferable from the Contract Documents. The term “reasonably inferable” includes the understanding of the parties that some minor details of the Work may not be shown on the Drawings or included in the Specifications, but they are included in the Work if they are usual and customary components of the Work for a project of the type depicted in the Contract Documents and they are needed to produce a complete and useable facility.

ARTICLE 2. CxA RESPONSIBILITIES AND SCOPE OF SERVICES

2.1 General Responsibilities. CxA shall perform all Professional Services on time and in accordance with the terms of this Agreement and all Exhibits, the American Society of Heating, Refrigeration, and Air Conditioning Engineers (ASHRAE) Guideline 0, and the Associated Air Balance Council Commissioning Group ACG Commissioning Guideline and, in connection therewith, shall render all professional opinions, advice, and exercise its professional judgment at all times in accordance with the Standard of Care. CxA shall be responsible for the professional quality, technical accuracy, and the coordination and completeness of all Deliverables and Professional Services it provides and for their compliance with Applicable Laws and the Standard of Care. CxA represents that it is properly licensed to provide the Professional Services required by this Agreement and shall cause all delegated Professional Services to be performed by appropriately licensed design professionals.

2.1.1 Cooperation/Collaboration. CxA agrees to provide a high degree of cooperation, collaboration, coordination, and teamwork in the delivery of its Professional Services. To this end, CxA shall perform Professional Services in accordance with the Professional Services Schedule and in keeping with TFC’s design intent and Budget. CxA agrees to work collaboratively with its Consultants, the TFC, the Using Agency, and all Contractors and Consultants retained by TFC, including but not limited to A/E, PMF, Building Enclosure Commissioning Agent (“BECx”), CMR, and third-party testing firm(s), to (i) establish and maintain clear lines of responsibility, authority, and communication in accordance with the Contract Documents; (ii) engender a spirit of teamwork among all stakeholders; (iii) guide and provide valuable design input to describe and satisfy the required function of the building systems/equipment incorporated into the Project consistent with TFC’s requirements of performance, reliability, and maintainability; and (iv) provide valuable input and professional insight in design, preconstruction, and construction meetings which the TFC, Consultants, Contractor, and subcontractors attend.

2.1.2 Coordination of Consultants. CxA shall review all Deliverables prepared by its Consultants so that the Project is appropriately coordinated among the various disciplines. CxA assumes responsibility for the coordination of the Consultants’ documents as part of Basic Services. CxA further agrees to provide its preliminary documents, background information, and design intent for the Project to all Consultants involved in the Project in order to achieve an integrated, consistent, overall design for the Project. CxA shall direct all of its Consultants to make all revisions and modifications to such documents as may be necessary to comply with the permitting and other regulatory and legal requirements of the jurisdiction of the Project.

2.1.3 Key Personnel. CxA shall designate in writing to TFC those key employees and representatives who are authorized to act on CxA’s behalf with respect to the Project.

2.1.3.1 Designation. CxA shall designate one or more CxA Project Manager(s) and employees who are responsible for the day-to-day management of the Professional Services.

The CxA Project Manager (or one of them as designated by CxA and approved by TFC) shall be authorized to act on behalf of and bind the CxA in all matters related to Professional Services. The CxA Project Manager, Project engineers, and other representatives, their titles, and a brief description of the limitations of each representative’s authority shall be included in “Exhibit E” (the “CxA List of Key Personnel”) to this Agreement. CxA shall not change employee assignments without TFC’s written consent, which consent shall not be unreasonably withheld. CxA shall not assign or retain on the Project any person or entity to whom TFC reasonably objects.

2.1.3.2 Replacement. The CxA Project Manager and key employees must be committed to the Project. TFC reserves the right to request that the CxA Project Manager and, and any of CxA’s employees and Consultants (and their project managers), be removed and replaced if, in the sole opinion of TFC, their performance on this Project or any other Projects, is and/or was not adequate or their continued involvement with the Project will, is, or has become, detrimental to the timely and successful performance of CxA or completion of the Project, including but not limited to, for such reasons as: (i) any past or present violation of any statute, rule, regulation, or ordinance of any city, county, the State of Texas or the United States, or any other Applicable Laws; (ii) TFC’s reasonable belief that failure to obtain an acceptable criminal background check will occur; (iii) prior unsatisfactory performance on other TFC projects; and (iv) any other like reasons. CxA shall bear the costs associated with the replacement of any of its staff listed on the CxA List of Key Personnel.

2.1.4 No Assumption. No approvals or acceptances by, or on behalf of, TFC shall be deemed to be an assumption of any responsibility by TFC for any defect, error or omission in CxA’s providing of

Deliverables or any Professional Services.

2.1.5 Notice to Proceed. CxA shall commence Professional Services only upon issuance by TFC of a Notice to Proceed. No Professional Services shall be undertaken by CxA except with the prior written direction of the TFC Project Manager. CxA understands and agrees that any Professional Services performed without the prior written direction of the TFC Project Manager is work outside the scope of this Agreement and shall be performed exclusively at CxA’s risk.

2.2 Basic Services. CxA’s Basic Services consist of those described in this Section 2.2 and include the following phases: Pre-Design, Schematic Design, Design Development, Construction Documents, Bidding and Award, Construction Administration, post-construction, and warranty phases. Provide building system commissioning services for the phases necessary and reasonably inferable from Exhibit C-1- Owner’s Project Requirements. To the extent the parties deem it necessary, additional technical detail for the Professional Services to be provided by CxA hereunder is contained in the CxA Scope of Services Detail attached as “Exhibit G”, which is provided for additional detail for and not in lieu of the Basic Services set forth in this Agreement. No phase shall begin until all prior phases have been completed and approved by TFC, unless TFC gives its prior written consent thereto.

2.2.1 Pre-Design. CxA shall deliver the following Pre-Design tasks to TFC no later than the scheduled completion of A/E’s design development phase:

2.2.1.1 Analyses/Standards. Consult with TFC staff and representatives of the Using Agency as may be directed by TFC to become thoroughly familiar with (i) the Project Analysis, or the equivalent thereof; (ii) the Design Program; and (iii) TFC and any Using Agency’s technical and design standards including, but not limited to, the A/E Guidelines.

2.2.1.1.1 Review the Owner's Project Requirements [OPR], attached hereto as "Exhibit C-1" and incorporated herein for all purposes.

2.2.1.2 Site. Inspect and become thoroughly familiar with the Site and any and all relevant and existing Project, facilities studies, and Site-related requirements, including, but not limited to, codes, rules, regulations, and environmental and/or traffic impact studies that may affect the timely design and construction of the Project.

2.2.1.3 Budget. Review and become thoroughly familiar with the Budget proposed by TFC.

2.2.1.4 Consultants. Determine and identify to TFC which additional Consultants, if any, that are not engaged, or to be engaged, by CxA pursuant to this Agreement, will be necessary to complement the Professional Services in order to fulfill requirements of this Agreement.

2.2.1.5 CAD/EPMCS. CxA represents that is proficient in the use of CAD systems and the EPMCS utilized by TFC. During this Pre-Design phase, CxA will coordinate the manner of implementing the CAD system and the EPMCS that will be utilized by TFC throughout the design and construction of the Project. If requested, CxA will assign appropriate CxA staff to receive instruction regarding the use of the EPMCS to be utilized by TFC.

2.2.1.6 Report. CxA shall deliver a Pre-Design Commissioning Task Report to TFC outlining when and how it has accomplished these tasks and providing comments for consideration by TFC. Upon consent of TFC, CxA may deliver one (1) amendment to the Pre- Design Task Report no later than scheduled completion of A/E’s design development phase.

2.2.1.7 Develop Pre-Design Acceptance Requirements for the Project in accordance with all applicable guidelines and standards and in keeping with the OPR.

2.2.2 Design Milestone Reviews. CxA agrees to direct and timely provide Professional Services to facilitate review of design milestone Deliverables by TFC and its Contractors and resolve all items of exception noted, including the following:

2.2.2.1 Commissioning Design Services During all Milestone Reviews. A/E shall provide information to TFC and CxA for a detailed schedule to accommodate a thorough and periodic review of the Construction Documents at the following milestones and in the sequential order listed: (i) Initial Conceptual Drawings; (ii) Schematic Design; (iii) Design Development; (iv) 65% Construction Documents; (v) 95% Construction Documents; and (vi) 100% Construction Documents.

2.2.2.1.1 Review the A/E Basis of Design [BOD] provided for CxA's review.

2.2.2.1.2 Develop Design Review Checklists to be used for each submittal and associated review.

2.2.2.1.3 Review the A/E programming document and provide a Commissioning Task Report during Design Phase.

2.2.2.1.4 Develop a preliminary commissioning plan to be updated throughout the Project.

2.2.2.1.5 Participate in design review meetings, conduct design reviews and provide comments at the agreed upon milestone submission schedule, coordinating with TFC, A/E, and CMR; and collaborating with any third-party testing firm(s) throughout the Project.

2.2.2.1.6 Develop Pre-functional Checklists and Functional Performance Test procedures.

2.2.2.2 Review Cycles. CxA’s Professional Services Schedule shall incorporate standard design milestone review cycles and shall include for each cycle the following: (i) Submittal of Deliverables; (ii) Initial review by Project Team [Owner, if not a CMR delivery]; (iii) review meeting to receive and discuss review comments; (iv) Provide comprehensive list of comments to the Project Team; and (v) resolution of comments, where documented resolution of all comments to the Project Team is provided as certification to TFC that all comments have been reviewed and resolved in accordance with the Standard of Care.

2.2.3 Development of Commissioning Plan. CxA shall develop a commissioning plan that will form the basis of the process to be followed throughout the construction as well as start-up and acceptance of the Project. The commissioning plan will identify commissioning related activities and include roles and responsibilities for each team member (TFC, PMP, CxA, A/E, CMR), including Owner's representatives, contractors, and vendors. Commissioning activities will include tests, procedures, meetings, documentation, scheduling and sequencing of tasks. The commissioning plan will identify systems/equipment to be commissioned and the methodology to be followed in demonstrating performance and operation. The commissioning plan will be updated with checklists and functional protocols as they are developed during construction.

2.2.4 Design Development

2.2.4.1 During the Design Development phase, CxA shall provide Design Development Documents, submittals, review comments, attend review meetings as appropriate, and provide Deliverables within the time periods established in Section 2.2.2 and “Exhibit D”.

2.2.4.2 Collaboration. CxA shall work collaboratively at all times with the Project Team to review program scope, phasing, schedules, decisions and Project execution planning.

2.2.5 Construction Documents

2.2.5.1 In General. Based on the approved Design Development Documents and any further adjustments in the scope and quality of the Project or in the Budget, and upon A/E’s receipt of a Notice of Authorization to proceed with Construction Documents, CxA shall prepare their portion Construction Documents for approval by TFC. Construction Documents shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems to be incorporated into the construction of the Project, including a full FF&E schedule, where requested and procurement package. Such details shall, at all times, comply with TFC written requirements and the A/E Guidelines. In accordance with Section

2.2.2 above, Construction Documents will be submitted to TFC, reviewed, and any comments incorporated at sixty-five percent (65%) and ninety-five percent (95%) such that all such comments are resolved at (100%) completion.

2.2.5.1.1 Development of Commissioning Specifications. CxA shall develop commissioning specifications for all commissioned systems/equipment. Coordinate with the Project Team to integrate commissioning-related documents into the Construction Documents. The commissioning specifications shall include definitions of key terms, a detailed description of the responsibilities of all parties, details of the commissioning process, reporting and documentation requirement, alerts to coordination issues, deficiency resolution, construction checklist and startup requirements, the functional testing process and specific functional test requirements including testing conditions and acceptance criteria for equipment to be commissioned.

2.2.5.1.2 All Drawings and Specifications must, in conspicuous text, expressly prohibit any electrical systems or equipment from being energized or otherwise activated without a minimum of twenty-four (24) hour advance notice to TFC. All Drawings and Specifications shall be appropriately signed, sealed, and dated by the responsible architect(s) and engineer(s).

2.2.5.1.3 Each Deliverable shall be submitted via disk (unless another media is directed or authorized by the TFC Project Manager) and shall be appropriately labeled to include identification of the software program (and version thereof) utilized. All Drawings shall be organized within the layering system (including format and names) in accordance with the A/E Guidelines.

2.2.5.1.4 All electronic data shall include an organized indexing system and/or a table of contents sufficiently detailed as to each discrete subject matter so as to allow for easy identification and location of each file or page of information.

2.2.5.2 In conjunction with the A/E Guidelines and BIM Execution Plan, Construction Document Drawings shall be produced on a CAD system as part of Basic Services. TFC will define the CAD drawing requirements and the final media for the CAD data. Any drawing revisions shall be investigated and coordinated with other design documents and the BIM process. Any redesign required as a result of conflict and/or comparison with the BIM process, if any, shall be provided by CxA in electronic version and provided to TFC as part of Basic Services.

2.2.5.3 100% Construction Documents. No later than the 100% Construction Document Deadline set forth in “Exhibit D” and based on the approved ninety-five percent (95%) complete Construction Documents, CxA shall prepare and deliver to TFC their portion of the proposed one hundred percent (100%) complete Construction Documents.

2.2.6 Building Systems Commissioning Services The following building systems are to be commissioned in accordance with ASHRAE Guideline 0, and the ACG Commissioning Guideline.

All building systems are to be commissioned at 100% unless otherwise noted:

2.2.6.1 Building automation and energy management systems;

2.2.6.2 Life safety and security systems;

2.2.6.3 Fire suppression systems;

2.2.6.4 Heating, Ventilation, Air Conditioning [HVAC] systems;

2.2.6.5 Plumbing and irrigation systems;

2.2.6.6 Renewable energy systems (if any);

2.2.6.7 Emergency power systems;

2.2.6.8 Electrical systems;

2.2.6.9 Vertical transportation systems; and

2.2.6.10 Data and communication systems.

2.2.6.10.1 Data and communication systems and optics cabling shall be governed by the standards set forth by the National Electrical Contractors Association/Fiber Optic Association [NECA/FOA] 301 Standard for Installing and Testing Fiber; ASTM D 4566-94 Standard Test Methods for Electrical Performance Properties of Insulation and Jackets for Telecommunications Wire and Cable; ANSI/TIA/EIA 568-B, Commercial Building Telecommunications Standard; and ISO/IEC 11801, Information Technology, Generic Cabling for Customer Premises.

2.2.6.10.2 Data Communication commissioning shall include reviewing pertinent submittals, witnessing testing (conducted by others), providing testing documentation, reviewing the test reports, and tracking issues discovered.

2.2.7 Construction Phase-Services. CxA shall provide, as part of Basic Services, the following management and administration services during the construction phase of the Project as specified in the UGC and as follows:

2.2.7.1 Periodic Observation/Review Conduct site visits and deliver a periodic report to TFC for each observation and review of the commissioning Work. Such periodic reports must describe in reasonable detail the status of the following:

2.2.7.1.1 the completed Work in relation to the Work Progress Schedule;

2.2.7.1.2 projected completion dates;

2.2.7.1.3 percentage of completion of each discrete subpart of the Work; and

2.2.7.1.4 any existing or potential deficiencies and/or discrepancies.

2.2.7.2 Administration Timely contract management and administration activities as required herein by utilization of the EPMCS;

2.2.7.3 Review and Response Timely submission of complete responses to Requests For Information (RFIs) regarding the equipment and systems within the scope of commissioning:

Timely review of submittals for the equipment and systems within the scope of commissioning and ensure compliance with the commissioning plan; within the specified deadlines, for the following:

2.2.7.3.1 RFI Response: seven (7) Days after receipt, or uploading, of an RFI generated by Contractor;

2.2.7.3.2 Submittals: fourteen (14) Days after receipt;

If the subject of an RFI cannot be reasonably answered by the RFI Response deadline, or any other deadlines set forth above cannot be timely met, CxA shall so advise TFC and propose an alternative deadline and the basis for such proposal, the acceptance of which shall be in the sole discretion of TFC. CxA shall make reasonable efforts to answer Contractor questions, RFIs, and submittals in the shortest timeframe possible in order to collaborate in the prosecution of the Work on a schedule that recognizes that “TIME IS OF THE

ESSENCE”.

2.2.7.4 Commissioning CxA shall have primary responsibility for execution of the commissioning plan and shall perform the following commissioning construction-related activities:

2.2.7.4.1 Plan and conduct a commissioning kick-off meeting at the project site with all members of the Project Team.

2.2.7.4.2 Update the commissioning plan and provide up to six (6) commissioning updates.

2.2.7.4.3 Update and finalize the Pre-Functional Checklists and Functional Performance Tests. Checklists and tests initially developed during design will be updated during the Construction phase to incorporate submittals and potential design changes.

2.2.7.4.4 Review completed Start-Up Reports and completed Pre-Functional Checklists.

2.2.7.4.5 Review the Test and Balance Report(s) and conduct verification testing with the Test and Balance contractor on up to 20% of the air devices listed in the Test and Balance Report(s).

2.2.7.4.6 Conduct up to twenty (20) site visits during the construction phase. The site visits will be conducted to remain updated on the construction progress, spot check the completion of Pre-Functional Checklists, answer commissioning-related questions directly in the field, and identify potential issues/concerns before Functional Performance Testing.

2.2.7.4.7 Conduct Functional Performance Testing. Attend functional performance tests and report observations; verify and document system installations.

2.2.7.4.7.1. Conduct Monthly commissioning meetings for the first 75% of the time of construction phase functional testing; weekly commissioning meetings for the next 22% time of construction phase functional testing; and daily commissioning meetings for the final 3% of Functional Testing.

2.2.7.4.7.2. Daily meetings to include morning huddles with the contractors who are directly involved in the commissioning process to ensure understanding of the daily objectives, and to confirm what was accomplished relative to what was planned.

2.2.7.4.8 Review Operations and Maintenance [O&M] Manuals. Organize and participate in the Owner Training process to ensure the project requirements are met.

2.2.7.4.9 Develop a Systems Manual/Plan that contains the information necessary to operate the building efficiently, with update upon receipt of the necessary As-Built documentation. The plan must include at a minimum the following:

2.2.7.4.9.1. a sequence of operations for the building;

2.2.7.4.9.2. the building occupancy schedule;

2.2.7.4.9.3. equipment run-time schedules;

2.2.7.4.9.4. setpoints for all HVAC equipment;

2.2.7.4.9.5. set lighting levels throughout the building;

2.2.7.4.9.6. minimum outside air requirements;

2.2.7.4.9.7. any changes in schedules or setpoints for different seasons, days of the week, and times of day;

2.2.7.4.9.8. a systems narrative describing the mechanical and electrical systems and equipment;

2.2.7.4.9.9. a preventive maintenance plan for building equipment described in the systems narrative; and

2.2.7.4.9.10. a commissioning program that includes periodic commissioning requirements, ongoing commissioning tasks, and continuous tasks for critical facilities.

2.2.7.4.10 Provide a Final Commissioning Report.

2.2.7.5 Substantial Completion of the Work. Subject to the provisions of UGC Section 12.1.1, no later than the Substantial Completion Inspection Deadline. CxA shall participate in a Substantial Completion Inspection of the CMR Work with the A/E, while accompanied by the TFC Project Manager, to determine whether said portion of the CMR Work has achieved Substantial Completion.

2.2.7.5.1 Work Does NOT Meet Substantial Completion Requirements. In the event TFC and A/E conclude that the Work, or any portion thereof, has not been performed or completed in accordance with the Construction Documents, A/E shall prepare and deliver to Contractor, within fourteen (14) Days after the Substantial Completion Inspection, a Substantial Completion punchlist with a copy to TFC. A/E shall continue to inspect the Work completed from the punchlist until TFC can issue an appropriate Certificate of Substantial Completion.