ESBD_406275_1743452393149_Attachment F - Construction Services Contract Template.pdf

INSTRUCTIONS TO ALL RESPONDENTS FOR RFP PR-0004520

ATTACHMENT F

CONSTRUCTION SERVICES – COMPETITIVE SEALED PROPOSAL

FOR

TFC STATE SURPLUS STORE ELECTRICAL MODIFICATIONS

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

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

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

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

Article I Definitions Article II Description of Project & Scope of Services, Section 2.1 Article III Contract Documents Article IV Term, Suspension, and Termination.

Article V Consideration.

Article VI Acknowledgements, Covenants, and Agreements Article VII Warranties and Representations by Contractor Article VIII State Funding Article IX Copyrights and Trademarks Article X Records, Audit, Proprietary Information, and Public Disclosure Article XI Bonds and Insurance Article XII Miscellaneous Provisions

Exhibit A 2015 Uniform General Conditions Exhibit B 2018 Supplementary General Conditions| Exhibit C TFC 2018 Architectural/Engineering Guidelines Exhibit D Special Conditions Exhibit F Drawings prepared under TFC Contract Number, 22-011-000, Huitt-Zollars, Inc., dated January 15, 2025, and any existing conditions

Exhibit G Specifications prepared under TFC Contract Number, 22-011-000, Huitt-Zollars, Inc., dated March 3, 2025, and any approved revisions thereto. Exhibit H Payment and Performance Bond Forms

Exhibit J Criminal Background Checks and Application Guidelines Exhibit K Approved HUB Subcontracting Plan Exhibit L HUB Subcontracting Plan Form Exhibit M Progress Assessment Reporting Form Exhibit N Contractor’s executed Confidentiality and Non-Disclosure

Agreement

5. The Construction Services Contract must 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 E and I to the General Counsel Division and to the Project Manager for incorporation into the Construction Services Contract.

Stephen M. Foster Date TFC General Counsel

03/31/2025 | 11:47 AM CDT

ATTACHMENT F

REQUEST FOR PROPOSALS NO. PR-0004520

CONSTRUCTION SERVICES CONTRACT

TFC STATE SURPLUS STORE ELECTRICAL MODIFICATIONS

THE TEXAS FACILITIES COMMISSION

AND

[INSERT CONTRACTOR NAME]

TFC CONTRACT NO. [INSERT]

PROJECT NO. 24-055-4201

TFC Contract No. XX-XXX-XXX Contractor Name

RFP PR-0004520

CONSTRUCTION SERVICES CONTRACT

BETWEEN

THE TEXAS FACILITIES COMMISSION

AND

[INSERT CONTRACTOR NAME]

The Texas Facilities Commission, a state agency located at 1711 San Jacinto Boulevard, Austin, Texas 78701 (hereinafter referred to as “TFC”), as Owner (as defined in 2015 Uniform General Conditions, Section 1.28) and [Insert Contractor Name] located at [Insert Contractor Address] (hereinafter referred to as “Contractor”), enter into the following contract for construction services (hereinafter referred to as the “Contract”) pursuant Tex. Gov’t Code §§ 2269.151-15, to be effective as of the Effective Date (as defined below).

I. DEFINITIONS.

1.1. Definitions. Unless specifically provided otherwise herein, all words and phrases in this Contract in initial caps shall have the meanings set out in this Section 1.1. In the event of any conflict between the definitions in the 2015 Uniform General Conditions (hereinafter referred to as “UGC”), the 2018 Supplementary General Conditions, and the Special Conditions (if any), or in any other document that is referenced herein and incorporated for all purposes, and the definitions in this Contract, the definitions used in this Contract shall control to the extent of the conflict.

The 2015 Uniform General Conditions (hereinafter referred to as “UGC”) are incorporated herein for all purposes as Exhibit A.

The 2018 Supplementary General Conditions to the 2015 Uniform General Conditions (hereinafter referred to as the “2018 Supplementary General Conditions”) are incorporated herein for all purposes as Exhibit B.

The 2018 Architectural/Engineering Guidelines Edit Date March 19, 2018 (hereinafter referred to as the “A/E Guidelines”) Among other requirements the A/E Guidelines contain Building Information Modeling requirements for this Construction Services Contract, and are incorporated herein for all purposes as Exhibit C.

The Special Conditions, attached hereto and incorporated herein for all purposes as Exhibit D.

A/E means the architect and/or engineer with whom TFC has entered into a professional services agreement for the Project.

Application for Final Payment has the same meaning as defined in UGC, Section 1.3.

Baseline Schedule has the same meaning as defined in UGC, Section 1.6.

(Rev 9-2022)

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, Preconstruction, and construction phases of the Projects, and for TFC's use throughout the life-cycle of the facilities. 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 signed by the Contractor, A/E, and TFC establishing the date of Substantial Completion and identifying responsibilities for security and maintenance as set out in UGC, Paragraph 12.1.1.2.

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

Consideration means the funds and any and all other forms of valid, legal consideration as discussed in Article V of this Contract.

Construction Services means the construction and management services to be provided to TFC by Contractor as specified in Section 3.3 of the UGC and as further specified in this Contract.

Contract Documents means those documents identified in Article III of this Contract.

Deliverables means the Construction Services, which are specified to be delivered by Contractor pursuant to the terms of this Contract.

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

EPMCS means electronic project management control system.

Final Inspection Deadline means the date that is thirty (30) days after the Substantial Completion Inspection, and by which date A/E must conduct a Final Inspection.

Governmental Authorities means the city, the county, any municipal utility district or similar taxing authority in which the Project is located, the State of Texas, the Federal Emergency Management Agency, the United States Army Corps of Engineers, the Environmental Protection Agency, the Texas Commission on Environmental Quality, and any other governmental or quasi-governmental agency or authority having jurisdiction over any development or construction activities on the Project or the Contractor.

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 Governmental Authority 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.gob2.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”). See Section 12.2., Historically Underutilized Businesses, and Section 12.3, Requirement to Utilize HUB Compliance Reporting System

Laws and Regulations means any and all applicable laws, statutes, rules, regulations, ordinances, codes, and orders including those governing labor, equal employment opportunity, safety, and environmental protection, including but not limited to, all applicable requirements of Title III of the Americans with Disabilities Act and the Texas Architectural Barriers Act and the Texas Accessibility Standards found in Texas Government Code, Chapter 469, of any and all Governmental Authorities.

MEP Systems means mechanical, electrical, and plumbing systems.

Notice to Proceed or NTP means the written notice to be issued to Contractor by TFC, which shall inform Contractor of, among other things, the date to begin commencement of work and the date anticipated for Substantial Completion.

Open Items List means a list of work activities, punchlist items, changes, or other issues that are not expected by Owner and Contractor to be complete prior to Substantial Completion.

Person means an individual, firm, partnership, corporation, association, and any other legally recognized entity.

Post-Final Inspection Punchlist means the punchlist of items that TFC will deliver to Contractor that sets out any part of the work that was not corrected or completed in accordance with the Contract Documents as of the Final Inspection.

https://tfc.gob2.com/

Post-Final Inspection Punchlist Deadline means the date that is a fixed number of days after the date of the Final Inspection, and by which date A/E shall deliver any Post-Final Inspection Punchlist to Contractor.

Pre-Construction Tasks means the mobilization and pre-construction services to be provided to TFC as part of the pre-construction phase of the Project as described in Article II below.

Pre-Construction Tasks Deadline means the date that is twenty-one (21) days after delivery of a Notice to Proceed, and by which date Contractor shall complete all Pre-Construction Tasks.

Pre-Final Inspection Punchlist means the list of final punchlist items as defined in UGC, Paragraph 12.1.1.2 that TFC will deliver to Contractor along with a Certificate of Substantial Completion.

Pre-Final Inspection Punchlist Deadline means the date that is a fixed number of days after the date of the Substantial Completion Inspection, and by which date A/E shall deliver a Pre-Final Inspection Punchlist to Contractor.

Project means as stated in Section 2.1 below, and includes each component design/construction package that may be prescribed by TFC.

Project Manager means the individual designated by Contractor, and who must be approved by TFC, as the contact person with specific authority to properly supervise and direct the duties and responsibilities of Contractor, on behalf of Contractor, pursuant to the terms and conditions of this Contract, and who shall have decision-making authority to bind Contractor with respect to the Construction Services and the Project.

Punchlist means, except as may be specifically provided otherwise below, a list of items of work to be finished, remaining work to be performed, or work that does not meet quality or quantity requirements as required in the Contract Documents.

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.

Scope of Services means the Construction Services as set out in Section 2.2 below.

Shop Drawings means all drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the work.

Site means lands or areas 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 the Contractor.

Subcontract means any agreement between Contractor and a Subcontractor.

Subcontractor means a Person, including a supplier that enters into an agreement with Contractor to perform any part of the Construction Services.

Substantial Completion means the date determined and certified by Contractor, A/E, and Owner when the Work, or a designated portion thereof, is sufficiently complete, in accordance with the Contract, so as to be operational and fit for the use intended. See UGC, Section 1.44.

Substantial Completion Inspection means the inspection requested by Contractor as set forth in UGC, Subsection 12.1.1 of the Project, or a designated portion thereof, that is sufficiently complete in accordance with the Contract so as to be operational and fit for the use intended.

Substantial Completion Inspection Deadline means the date that is a fixed number of days after proper written notification is delivered to TFC and A/E by Contractor that Contractor has fully satisfied the requirements of UGC, Subsection 12.1.1, and by which A/E must conduct a Substantial Completion Inspection.

TFC Project Manager means the individual designated by TFC as the Owner’s designated representative with the direct responsibility to properly supervise the design and construction of the Project and the services being provided pursuant to this Contract on behalf of TFC, including, but not limited to: (i) serving as the point of contact between TFC, Using Agency (if any), and A/E; and (ii) supervising TFC’s review and approval of the Construction Services.

1.1.40.

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 Contractor to manage, implement, and fully construct or demolish the Project in accordance with the requirements of this Contract and the Contract Documents. The Work includes the Pre-Construction and Construction Services described in Article II 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.

Work Progress Schedule means the schedule prepared and maintained in accordance with the Critical Path Method and the requirements of the Special Conditions, if any, and the UGC, for design and construction of the Project, reflecting the Contractor’s actual progress of the construction or demolition of the Work and the scheduled activities and current plans for completing the Work. The Work Progress Schedule may subsequently be modified by mutual agreement between TFC and Contractor to reflect any refinement in its requirements.

Using Agency has the same meaning as defined in Texas Government Code, Section 2166.001(10).

II. DESCRIPTION OF PROJECT & SCOPE OF SERVICES.

2.1. Description of Project. The project for which Contractor agrees to provide Construction Services is as defined in Article II is generally described as providing electrical modifications to the TFC State Surplus Store, located at 6506 Bolm Road, Austin Texas 78721 (hereinafter referred to as the “Project”). Such Construction Services shall include, but not be limited to, demolishing existing low voltage panels at the Site and replacing them with new panels;

removing distribution feeders from the main distribution panel to the low voltage panels and replacing with new feeders in existing conduit; all work associated with the demolition and installation of the panels; installation of a new main switchboard with connections to the existing solar panels; coordination with the appropriate utility company on any shutdowns and reconnection of the existing solar equipment; coordination of shutdown with TFC; and installation of a manual transfer switch with an integrated docking station.

2.2. Scope of Services. Contractor agrees to timely deliver the Construction Services described in this Contract. In the event of any material conflict between the duties and responsibilities of Contractor as set out in the 2015 UGC, the 2018 Supplementary General Conditions, and the Special Conditions, or in any other Contract Documents, and as set out in this Contract, the duties and responsibilities set out in this Contract shall control to the extent of any such material conflict.

2.2.1. Pre-Construction Phase. Upon receipt of a Notice to Proceed, Contractor shall commence, and as soon as reasonably practicable, but in no event later than the Pre- Construction Tasks Deadline, timely complete the following Pre-Construction Tasks for the Project.

2.2.1.1. Consult with staff of TFC, any representatives of Using

Agency, and A/E as may be directed by TFC, and become thoroughly familiar with: (i) the Site;

and (ii) any and all relevant and existing Site and facilities studies.

2.2.1.2. Attend a pre-construction conference between TFC, A/E, and any other representatives as deemed appropriate by TFC, before any work at the Site is commenced, at such time and location as may be determined by TFC. The Communication Protocol, initial Work Progress Schedule, procedures for handling Shop Drawings and other submittals, processing Pay Applications, maintaining required records, designation of Project Manager, and any other subject as may be determined by TFC to be appropriate, shall be the subject of said conference.

2.2.1.3. Reaffirm the assignment and identity of Project Manager.

2.2.1.4. If requested by TFC, assign appropriate Contractor staff to receive instruction regarding the use of EPMCS to be utilized by TFC.

2.2.1.5. Prepare for A/E’s review and TFC’s review and acceptance, a procurement schedule for items that must be ordered well in advance of commencement of construction.

2.2.1.6. Timely expedite and coordinate the ordering and delivery of products and materials that must be ordered well in advance of commencement of construction.

2.2.1.7. Prepare a safety plan as specified in UGC, Section 7.1, and deliver same to A/E and TFC for review.

2.2.1.8. Designate a qualified and experienced safety representative at the Site whose duties and responsibilities shall be, at a minimum, the prevention of accidents and the maintenance and supervision of said safety plan.

2.2.1.9. Prepare, deliver, and periodically update as specified herein, the initial Work Progress Schedule.

2.2.1.9.1. When acceptable to TFC, this initial Work

Progress Schedule shall become the Baseline Schedule for comparison to actual conditions throughout the Contract duration.

2.2.1.9.2. Update the Work Progress Schedule as per the

provisions of UGC, Subsection 9.3.2 and as defined in UGC Section 1.49. All updated Work Progress Schedules shall include: (i) the components of the work; (ii) times of commencement and completion required of each Subcontractor; (iii) ordering and delivery of products, including those that must be ordered well in advance of construction; (iv) a clear delineation of the critical path; and (v) the occupancy requirements of TFC.

2.2.1.9.3. On a monthly basis, or as otherwise agreed in

writing by TFC, submit written progress reports to TFC and A/E, showing percentages of completion and other information required by TFC.

2.2.2. Construction Phase. Contractor shall timely deliver to TFC the

Construction Services for the Project as follows.

2.2.2.1. Direct all RFIs to A/E.

2.2.2.2. Adhere to the Work Progress Schedule established in

accordance with the terms and conditions of this Contract, as it may be amended from time to time.

2.2.2.3. Except as otherwise required for the safety or protection of persons or the work or property at the Site or adjacent thereto, and except as otherwise may be stated in the Contract Documents, all work at the Site shall be performed during the following days and times, to wit: 6:00 p.m. on August 22, 2025 through 6:00 p.m. on August 31, 2025.

Contractor shall not permit the performance of work on any other day or time without TFC’s prior written consent, which consent shall not be unreasonably withheld.

2.2.2.4. All requests for clarification of information provided in the Contract Documents or for direction concerning information necessary in order to perform the work must be directed to A/E via an RFI.

2.2.2.5. On a monthly basis, or as otherwise agreed in writing by TFC, submit written progress reports to TFC and A/E, reporting Contractor’s assessment of percentages of completion and other information required by TFC.

2.2.2.6. Unless and until instructed otherwise in writing by TFC, prepare a daily log containing: (i) a record for each day’s weather; (ii) a statement of which days since the previous monthly report are claimed by Contractor to be subject to Force Majeure portions of the work in progress; (iii) number of workers on site; (iv) identification of all equipment on site; (v) problems that might affect progress of the work; and (vi) all accidents, injuries, and any other information that may be requested by TFC from time-to-time, and upload said daily log into EMPCS as directed by TFC, by the end of each next business day.

2.2.2.7. During the progress of the work, keep the Site and other areas free from accumulations of waste materials, rubbish, and other debris. Removal and disposal of such waste materials, rubbish, and other debris must be in compliance with all applicable Laws and Regulations.

2.2.2.8. Plan for and develop the schedule to accommodate necessary inspections and testing of electrical systems. Contractor is strictly prohibited from (i) de-energizing or otherwise deactivating; or (ii) energizing or otherwise activating, any electrical systems or equipment at the Site without a minimum of twenty-four (24) hour advance notice to, and written approval of, TFC. Any provisions in the Contract Documents to the contrary notwithstanding, TFC reserves the right to deny and/or revoke Contractor’s authority to energize or otherwise activate any electrical systems or equipment at the Site. Contractor will not be entitled to receive additional compensation for any such denial or revocation.

2.2.2.9. Prior to Substantial Completion of the work, clean the Site and the work and make it ready for utilization by TFC. At the Substantial Completion of the work, store and secure all tools, appliances, construction equipment and machinery, and surplus materials necessary to allow for beneficial occupancy by the end user, and shall restore all property not designated for alteration by the Contract Documents to original condition.

2.2.2.10. Confine all construction operations within the limits of construction indicated on the Drawings or otherwise agreed to in writing by TFC, and use due care in placing construction tools, equipment, materials, and supplies so as to cause the least possible damage to property and interference with traffic. If additional easements for its operations are needed, Contractor is solely responsible for acquisition and maintenance of the easement.

2.2.2.11. All materials and equipment shall be stored, applied, installed, connected, erected, protected, used, cleaned, and conditioned in accordance with instructions of the applicable supplier, except as otherwise may be provided in the Contract Documents.

2.2.2.12. In order for an Application for Final Payment to be considered complete and subject to review and approval, submit to TFC a Final Payment Punchlist in such form as prescribed by TFC, jointly executed by Contractor, TFC, and A/E. No approval of an Application for Final Payment is valid and enforceable unless and until the foregoing requirement is fully satisfied.

2.2.2.13. Achieve substantial completion within the period of time specified in the proposal as accepted by TFC, and which shall be stated in the NTP. In the event the Project is to be constructed in phases, each phase must be constructed within the period of time specified in the respective proposals, and which shall be stated in the respective NTP.

2.2.2.13.1. At such time that Contractor considers the entire work or a portion thereof Substantially Complete, notify TFC and A/E in writing that said work will be ready for a Substantial Completion Inspection on a specific date.

2.2.2.13.1.1. Include with the foregoing

notice a Punchlist that sets out, among other things that may be requested by TFC and/or A/E, the following: (i) a list of those portions of the work that are to be the subject of the Substantial Completion Inspection; and (ii) the Open Items List, which must include the date for scheduled completion and/or correction for each item of work contained therein.

2.2.2.13.1.2. The delivery of the foregoing

notice by Contractor shall constitute Contractor’s certification that it has, in fact, inspected each and every portion of the work that is to be the subject of the Substantial Completion Inspection and that they are completed in conformity with the Contract Documents.

2.2.2.13.2. No later than ten (10) days prior to the date of

the Substantial Completion Inspection, deliver to A/E a copy of Contractor’s marked-up Record Documents and a preliminary copy of each instructional manual, maintenance and operating manual, parts catalog, wiring diagrams, spare parts, specified written warranties, and like publications or parts for all installed equipment, systems, and like items as described in the Contract Documents for the work that is the subject of the Substantial Completion Inspection.

2.2.2.13.3. Subject to the provisions of UGC, Subsection

12.1.1, and no later than the Substantial Completion Inspection Deadline, A/E shall conduct a Substantial Completion Inspection while accompanied by the TFC Project Manager to determine whether said portion of the work has achieved Substantial Completion.

2.2.2.13.3.1. In the event A/E determines

that the work, or any portion thereof, has not been performed or completed in accordance with the Contract Documents, and no later than the Pre-Final Inspection Punchlist Deadline, A/E shall prepare and deliver to Contractor a Pre-Final Inspection Punchlist with a copy to TFC.

2.2.2.13.3.2. In the event any fees, and/or

other direct and/or consequential damages are charged to, or incurred by, TFC by reason of

Contractor’s failure to timely correct and/or complete the items that are the subject of the Substantial Completion Inspection, Contractor shall be liable to TFC for such fees and/or damages for which TFC may issue a Unilateral Change Order and deduct those costs from the Final Payment.

2.2.2.13.4 Contractor shall achieve substantial completion

on or before August 31, 2025.

2.2.2.14. Subject to the provisions of UGC, Subsection 12.1.2, and no later than the Final Inspection Deadline, and prior to requesting a Final Inspection, complete and/or correct all work specified in the Pre-Final Punchlist.

2.2.2.14.1. Issuance of a Certificate of Substantial

Completion is a condition precedent to Contractor’s right to issue notice that the work will be ready for Final Inspection.

2.2.2.14.2. By requesting a Final Inspection, Contractor

thereby certifies that it has, in fact, inspected each and every portion of the work that is set out in the Pre-Final Punchlist, and that they are completed in conformity with the Contract Documents.

2.2.2.14.3. No later than the Final Inspection Deadline, A/E

shall conduct a Final Inspection, while accompanied by the TFC Project Manager, to determine whether all of the items set out in the Pre-Final Punchlist have been fully completed in accordance with the Contract Documents.

2.2.2.14.4. In the event A/E determines that any of the Pre-

Final Inspection Punchlist items have not been corrected or completed in accordance with the Contract Documents, A/E shall prepare and deliver to Contractor, no later than the Post-Final Inspection Punchlist Deadline, a Post-Final Inspection Punchlist with a copy to TFC.

2.2.2.14.5. No later than ten (10) days after receipt of the

Post-Final Inspection Punchlist, and prior to submitting a request for Final Payment, Contractor must complete and/or correct all work specified in the Post-Final Inspection Punchlist.

2.2.2.14.6. In the event any fees and/or other consequential

damages are charged to, or incurred by, TFC by reason of Contractor’s failure to timely correct and/or complete the items that are the subject of the Final Inspection, Contractor shall be liable to TFC for such fees and/or damages.

2.2.2.14.7. At final completion, Contractor shall remove all

tools, appliances, construction equipment and machinery, and surplus materials from the Site.

2.2.2.15. In order for an Application for Final Payment to be considered complete and subject to review and approval, Contractor must deliver to TFC:

2.2.2.15.1. a fully completed and executed Final Payment

Checklist in such form as is prescribed by TFC;

2.2.2.15.2. all test reports; and

2.2.2.15.3. all Close-out Documents.

2.2.2.16. No approval of an Application for Final Payment is valid and enforceable unless and until the foregoing requirements are fully satisfied.

2.2.2.17. Issuance of a Certificate of Final Completion is a condition precedent to Contractor’s right to receive Final Payment.

2.2.3. Contractor Services During All Phases. Contractor shall timely deliver to TFC the following services, as applicable, during all phases for which Contractor is obligated to provide Construction Services.

2.2.3.1. Participate with A/E in all explanatory presentations as may be requested by TFC.

2.2.3.2. Critically review and closely scrutinize all documents submitted by all Subcontractors, suppliers, and all other third-parties.

2.2.3.3. Thoroughly review and closely scrutinize the performance, constructability, schedules, and costs of all of its Subcontractors and suppliers.

2.2.3.4. Critically review and evaluate Subcontractor’s proposed means, methods, schedule, and costs as relevant to each Subcontractor’s discipline.

2.2.3.5. Maintain work progress and products consistent with the schedules.

2.2.3.6. Promptly communicate with pertinent parties, including topics regarding information needs and responses to needs of other parties.

2.2.3.7. Actively participate in all meetings and/or teleconferences to bring the full measure of Contractor’s collective experience, expertise and recommendations to the Project as it pertains to the overall Project or to a specific discipline including, but not limited to, matters concerning the proposed site use and improvements, selection of materials, and building systems and equipment.

2.2.3.8. Ensure that each Subcontractor includes thorough examinations of all documents they author, for accuracy, intended completeness, and constructability as their standard of care for the Project.

2.2.3.9. Ensure that its Project Manager, and any other representative of

Contractor whose presence is requested by TFC, attend all meetings and participate in all conference calls that are scheduled by TFC or A/E.

2.2.3.10. Cooperate with any commissioning agent that may be engaged by TFC.

2.2.4. TFC Approvals. Any provisions in this Contract to the contrary notwithstanding, all consents and/or approvals by TFC shall be in its sole and absolute discretion, and must be in writing.

2.2.4.1. No changes to (i) the scope of the Construction Services; or (ii) the Consideration, shall be valid or enforceable unless evidenced by a fully executed written amendment to this Contract.

2.2.4.2. To the extent that TFC approval is required to authorize incurring any costs, such approval must be acquired prior to incurring any such costs.

2.2.4.3. Contractor is not authorized to commence providing any

Construction Services to TFC or any Using Agency with respect to the Project unless and until an appropriate Notice to Proceed is delivered by TFC.

2.2.4.4. TFC, including by and through the TFC Project Manager, reserves the right, if deemed appropriate by TFC in its sole discretion, to extend any of the deadlines set out in this Contract.

2.2.4.5. TFC hereby reserves the right, if deemed appropriate by TFC in its sole discretion, to conduct reviews of inspections during the course of design and construction of the Project. However, Contractor shall not be relieved of any of its obligations arising pursuant to this Contract.

2.2.4.6. No inspections of the Project conducted by TFC or A/E during the course of construction, either singularly or in the aggregate, shall reduce the level or extent of Contractor’s responsibilities arising pursuant to this Contract. Neither the approval and/or final acceptance of the Project or any Deliverables, the payment of any Pay Application, or the issuance of any Certificates of Final or Substantial Completion by TFC shall constitute, nor be deemed, a release of Contractor’s obligation to perform and timely deliver the Construction Services in a manner consistent with (i) that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances; and (ii) as required by the Contract Documents.

III. CONTRACT DOCUMENTS.

3.1. Contract Documents. In performing its Construction Services for the Project, Contractor shall be bound by, and comply with, the following Contract Documents.

3.1.1. UGC. The UGC, Exhibit A.

3.1.2. Supplementary General Conditions. The 2018 Supplementary General Conditions, Exhibit B.

3.1.3. A/E Guidelines. The A/E Guidelines, Exhibit C.

3.1.3. Special Conditions. The Special Conditions to the UGC, Exhibit D, providing for liquidated damages for failure to substantially complete the work in a timely manner.

3.1.4. Contractor’s Proposal Response to RFP. Any additional services or provisions depicted in Contractor’s Proposal Response submitted in response to RFP No. PR- 0004520 (collectively, the “RFP”), a copy of which Response is incorporated herein for all purposes as Exhibit E, to the extent any warranties, representations, and/or promises of additional services are made therein, and only to that extent.

3.1.5. Drawings. The Drawings dated January 15, 2025, prepared under TFC

Contract No. 22-011-000 by Huitt-Zollars, Inc., are incorporated herein by reference as Exhibit F. In TFC’s sole discretion, Exhibit F may be provided by an encryption method satisfactory to TFC such as EPCMS or by any other method TFC determines necessary to assure their confidentiality. Drawings may also include existing conditions drawings required for the work.

All Drawings subject to this subsection 3.1.5 are confidential and subject to the confidentiality provisions in Section 10.4 as well as Exhibit N, Contractor’s executed Confidentiality and Non- Disclosure Agreement as incorporated below at 10.4.1.

3.1.6. Specifications. The Specifications dated March 3, 2025, prepared under TFC

Contract No. 22-011-000 by Huitt-Zollars, Inc., and any approved revisions thereto, incorporated herein by reference as Exhibit G. In TFC’s sole discretion, Exhibit G may be provided by an encryption method satisfactory to TFC or by any other method TFC determines necessary to assure their confidentiality. All Specifications subject to this subsection 3.1.6 are confidential and subject to the confidentiality provisions in Section 10.4 as well as Exhibit N, Contractor’s executed Confidentiality and Non-Disclosure Agreement as incorporated below at 10.4.1.

IV. TERM, SUSPENSION, AND TERMINATION.

4.1. Contract Term. This Contract shall be effective as of the date of the last party to sign and shall terminate on [Insert], unless extended by the parties by amendment to this Contract or terminated earlier, as provided below.

4.2. Suspension of Work.

4.2.1. For Cause. TFC may suspend all or any part of the work, for cause, without prior notice, as more specifically provided in UGC, Section 14.1.

4.2.2. For Convenience. TFC may suspend all or any part of the work for the convenience of TFC for a period of up to thirty (30) days, without breach of this Contract, upon seven (7) days written notice, as more specifically provided in UGC, Section 14.2.

4.2.2.1. Upon receipt of a Notice of Suspension pursuant to this subsection, Contractor shall, subject to the provisions of UGC, Section 14.2, immediately stop all work.

4.3. Termination.

4.3.1. For Cause. Upon written notice to Contractor and its surety, TFC may, without prejudice to any right or remedy, terminate this Contract and take possession of the Site and of all materials, equipment, tools, construction equipment, and machinery thereon owned by Contractor under any of the following circumstances, each one of which shall be considered a material breach of this Contract:

4.3.1.1. the failure or refusal, except during complete or partial suspensions of work authorized under the Contract, to supply enough properly skilled workmen or proper materials;

4.3.1.2. a violation, whether discovered or asserted before or after the

Effective Date, of any Laws and/or Regulations of any Governing Authority;

4.3.1.3. the failure of Contractor to timely deliver the services set out herein or timely complete the Project in accordance with the Contract Documents;

4.3.1.4. the failure to timely remedy defective work;

4.3.1.5. the failure to pay Subcontractors, laborers, and material suppliers pursuant to Tex. Gov’t Code, Chapter 2251;

4.3.1.6. the endangerment of the safety of employees, Subcontractors, or any other members of the public or of the work;

4.3.1.7. the failure to timely obtain and deliver, or maintain any required bonds or any required proof of insurance, pursuant to the Contract Documents;

4.3.1.8. the falsity of any material statement, warranty or representation when given or made by Contractor to TFC or A/E, whether in this Contract, in Contractor’s response to the RFP, or otherwise, or any such statement, warranty or representation becoming materially false at any time during the term of this Contract, or any fraud committed by Contractor or its members, officers, agents, or principals in connection with the procurement of this Contract or the delivery of the Construction Services;

4.3.1.9. Contractor (i) makes an assignment for the benefit of creditors;

(ii) files a voluntary proceeding seeking protection from creditors under any bankruptcy or other law; (iii) is the subject of an involuntary proceeding under any bankruptcy or other similar law and such proceeding is not dismissed within sixty (60) days; or (iv) makes any admission of its inability to pay its debts generally as they become due;

4.3.1.10. the appointment of a trustee, receiver, or liquidator for Contractor;

4.3.1.11. the use of or otherwise incorporating an item of material or equipment into the Project that is not specified by the Drawings or Specifications, or otherwise approved pursuant to the procedures set out in the Requirements for Substitutions and Equivalents;

4.3.1.12. the failure to timely comply with any other requirements of the

Contract Documents; and

4.3.1.13. upon receipt of a Notice of Termination pursuant to this subsection, Contractor shall immediately stop all work, and shall continue to cease work activities, unless and until TFC and Contractor agree on the method and means of satisfying UGC, Subsection 14.3.4.

4.3.2. For Convenience. TFC may terminate this Contract for any reason and at any time during the performance of the work as more particularly provided in UGC, Section 14.5.

4.3.2.1. Upon receipt of a Notice of Termination pursuant to this subsection, Contractor shall immediately: (i) stop all work; and (ii) comply with the provisions of UGC, Subsection 14.5.2.

V. CONSIDERATION.

5.1. Contract Sum. The Contract Sum shall not exceed the sum of [Insert Text] and No/100 Dollars $[Insert Numerical Amount].

5.2. Contract Amendment. Any amendment to the Contract Sum must be submitted to TFC for review and, if approved, must be evidenced by a Change Order issued by TFC in order to be valid and enforceable. No work under a Change Order modifying the Contract Sum may commence until the Change Order is executed by the parties.

5.2.1 Change Orders. Contractor’s claims for amendment to the contract sum and Owner’s orders for changes in the Work shall be executed and documented as a Change Order in accordance with Article 11 of the UGC subject to the 2018 Supplementary General Conditions.

A change order executed in accordance with the requirements of the 2015 Uniform General Conditions (UGC) and as defined in UGC Definition 1.9 is a written modification to this agreement.

5.3. Payment of the Contract Sum. The Contract Sum shall be paid in accordance with Article 10 of the UGC, subject to the 2018 Supplementary General Conditions or Special Conditions or as provided below.

5.3.1. Initial Pay Application. At least twenty-one (21) days prior to the submission of the initial Pay Application, the Schedule of Values must be submitted and approved by TFC, as per UGC, Subsection 10.1.1.

5.3.2. Subsequent Pay Applications. In addition to the requirements of UGC, Article 10, each Pay Application must also include the following additional documentation.

5.3.2.1. Contractor shall certify that, among other things, it is in full compliance with UGC, Section 2.2.

5.3.2.2. An updated Work Progress Schedule, including the executive summary and all required schedule reports, including any time Change Orders, as per UGC, Paragraphs 8.3.1.3 and 10.2.1.2.

5.3.2.3. A HUB Subcontracting Plan Progress Assessment Report (“PAR”) monthly compliance report complying with UGC, Paragraphs 4.2.5.1 and 10.2.1.3.

5.3.2.4. All test results and reports from all Subcontractors and/or otherwise under Contractor’s possession or subject to Contractor’s control.

5.3.2.5. A duly executed Conditional Waiver & Release on Progress

Payment from each Subcontractor that complies with Tex. Prop. Code § 53.284(b).

5.3.2.6. Any other information or documentation as may be requested by TFC.

5.3.3 Payment Application Certifications. Each submission of a Payment Application shall also constitute Contractor’s certification that:

5.3.3.1. Contractor has updated all expired insurance policies as required by UGC, Section 5.2;

5.3.3.2. Contractor has updated the Record Documents, as per UGC, Subsection 6.2.3;

5.3.3.3. Contractor has updated the Submittal Register, as per UGC, Paragraph 8.3.1.2; and

5.3.3.4. the sums contained in the Payment Application that represent amounts owed to Subcontractors and/or suppliers are, in fact, due and owing to said Subcontractors and/or suppliers, without any deductions or offsets.

5.3.4. Prompt Payment. All payments shall be governed as follows.

5.3.4.1. Contractor shall be paid in accordance with Chapter 2251 of the Texas Government Code, also known as the “Prompt Payment Act” and the provisions set out in Article 10 of the UGC, subject to any Special Conditions.

5.3.4.2. For all services rendered, Contractor’s payment to

Subcontractors is due within ten (10) days after receipt of payment from TFC and, when appropriate, in the sole discretion of TFC, TFC may issue joint checks to Contractor and Subcontractor(s).

VI. ACKNOWLEDGEMENTS, COVENANTS, AND AGREEMENTS.

6.1. Acknowledgements, Covenants, and Agreements of TFC. TFC acknowledges, covenants, and agrees as follows.

6.1.1. TFC Deliverables to Contractor. TFC shall have provided Contractor with a copy of, or reasonable access to, the following information and documentation regarding the Project:

6.1.1.1. the UGC;

6.1.1.2. the 2018 Supplementary General Conditions;

6.1.1.3. any Special Conditions;

6.1.1.4. sample copies of the following:

6.1.1.4.1. contract forms; and

6.1.1.4.2. Payment and Performance bond forms, Exhibit

H, attached hereto and incorporated herein for all purposes ;

6.1.1.5. bidding information and instructions;

6.1.1.6. minimum wage rates;

6.1.1.7. the PAR; and

6.1.1.8. the communication protocol, which includes the communication and tracking procedure to be utilized for interaction and reporting for the Project.

6.1.2. TFC Services to Contractor. TFC shall timely provide, or cause to be provided, to Contractor the following services for the Project.

6.1.2.1. Assuming satisfactory completion of all criminal background checks, assist Contractor in obtaining such access to the Project Site as is reasonably necessary to enable Contractor to provide the Construction Services.

6.1.2.2. Designate the TFC Project Manager who will manage the construction of the Project and the services being provided pursuant to this Contract and the other Contract Documents.

6.1.2.3. Provide intermediate reviews of the work product of Contractor as necessary to allow Contractor to proceed with delivery of the Construction Services in a timely manner.

6.2. Acknowledgements, Covenants, and Agreements of Contractor. Contractor acknowledges, covenants, and agrees as follows.

6.2.1. Timely Delivery of Conforming Services. Contractor will, subject to Force Majeure events, as defined in Article XII below, timely provide the Construction Services and construct the Project in conformity with, and as specified in, this Contract, the UGC, the 2018 Supplementary General Conditions, any Special Conditions, and the other Construction Documents.

6.2.2. Risk of Loss. Contractor shall bear all losses, if any, resulting on account of the amount and character of the work, or because the conditions under which the work must be done are different from what were estimated or anticipated by Contractor, or because of weather, floods, elements or other causes.

6.2.3. Limitation of Authority. Contractor agrees that the TFC Project Manager shall not have any express or implied authority to vary or otherwise amend the terms and conditions of this Contract in any way, or waive strict compliance with the terms and conditions of this Contract, any deviation from which must be evidenced by the TFC Project Manager in writing.

6.2.4. Cooperation. All Project managers, employees, and associated

Subcontractors shall cooperate with and assist each other and all other Contractors and design professionals retained by TFC.

6.2.5. Contractor Cooperation. Contractor agrees to conduct all of its services under this Contract by and through appropriate communications with the Contract Administrator.

No work, installation or other services shall be undertaken by Contractor except with the prior written direction of the Contract Administrator. Contractor understands and agrees that work, installation or any other service performed without the prior written direction of the Contract Administrator is work outside the scope of this Contract and shall be performed exclusively at Contractor’s risk. Contractor agrees to employ competent personnel meeting the requirements outlined in the specifications, who shall be satisfactory to TFC. Personnel assigned to perform services under this Contract may not be reassigned without the prior written approval by the Contract Administrator. TFC may request that Contractor replace unsatisfactory personnel, which request shall not be unreasonably denied. Contractor agrees to cooperate and coordinate its work with that of other Contractors retained by owner. Upon discovery of an apparent conflict in the sequencing of work with another Contractor, Contractor shall report the concern to the Contract Administrator who will resolve the conflict.

6.2.6. Contractor Safety. All Contractors and subcontractors conducting work for

TFC shall abide by all OSHA rules and regulations provided by the Department of Labor, OSHA, Code of Federal Regulations, Chapter 29. Employees of Contractor and Subcontractors shall be trained in accordance with Chapter 29, Occupational Safety and Health Regulations.

6.2.6.1. Contractor and Subcontractors shall inform the Contract

Administrator of their Hazardous Electrical Energy Control, Lockout/Tag-out Procedure.

Contractor’s procedure must meet or exceed TFC’s procedure as determined by the Contract Administrator.

6.2.6.2. Work shall not be done on energized electrical circuits, components or equipment. When de-energizing is impractical due to possible harm to personnel, equipment or facility damage, negative on site or off site environmental impact, or business interruption Contractor must follow OSHA requirements as detailed in OSHA Regulations

1910.331 – 1910.399.

6.2.7. Contractor Cooperation. Contractor agrees to conduct all of its services under this Contract by and through appropriate communications with the Contract Administrator.

No work, installation or other services shall be undertaken by Contractor except with the prior written direction of the Contract Administrator.

6.2.7.1. Contractor understands and agrees that work, installation or any other service performed without the prior written direction of the Contract Administrator is work outside the scope…