ESBD_449249_1756217840405_0006727 Attachment D - Contract Template.pdf

(Rev. 8/2024)

ARCHITECT/ENGINEER AGREEMENT

FOR PROFESSIONAL SERVICES

BY AND BETWEEN

THE TEXAS FACILITIES COMMISSION

AND

[INSERT A/E NAME]

FOR

J.E. Rudder Bldg. Utilization and Modernization

TFC CONTRACT NO. [INSERT]

RFQ NO. 0006727

PROJECT NO. 25-026-3113

i

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS

ARTICLE 2. A/E 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 D. Professional Services Schedule Exhibit E. List of A/E Key Personnel Exhibit F. Criminal Background Check and Application Guidelines Exhibit G. A/E 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. A/E Insurance Requirements

AGREEMENT BETWEEN

THE TEXAS FACILITIES COMMISSION AND

ARCHITECT/ENGINEER

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 Architect/Engineer (the “A/E”):

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

A/E Services for J. E. Rudder Building Utilization and Modernization 1019 Brazos Austin, Texas 78701

TFC and the A/E agree as follows:

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 3.3 below.

A/E means the architect and/or engineer identified on the cover page of this Agreement with whom TFC has entered into this Agreement for the providing of Professional Services and to exercise overall responsibility for the design of the Project as set forth herein.

A/E Guidelines means the TFC 2018 Architectural/Engineering Guidelines Edit Date March 19, 2018, 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 this Agreement, 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 A/E whereby A/E 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, architectural design, interior design, furniture, fixtures and equipment layout and consultation, design management, structural engineering, engineering for all MEP Systems, civil engineering, lighting, acoustics, compliance with Title III of the Americans with Disability Act of 1990, 42 U.S. Code (“ADA”), wayfinding, survey, geotechnical engineering, preparation of Drawings, Specifications, and all 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 A/E 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, A/E, 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.

Communication Protocol means the communication and tracking procedures to be utilized for interaction and reporting between TFC, A/E 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 A/E for the Professional Services provided by A/E 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, 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 A/E to perform any part of the Professional Services described in this Agreement.

Consulting Agreement means any agreement between A/E 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 A/E 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.

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.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”).

Invoice means the invoice for payment for Professional Services provided by A/E 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 A/E 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”, attached hereto and incorporated herein for all purposes, 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 A/E, 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 or “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. A/E 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 Professional Firm Agreement, a copy of which TFC will provide to A/E upon A/E’s 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, A/E 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 A/E 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 A/E 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 and A/E 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.

Supplementary General Conditions means the 2018 Supplementary General Conditions to the State of Texas 2015 Edition of the Uniform General Conditions for Contracts, as may be amended from time to time, a copy of which is published on TFC’s website and incorporated herein for all purposes as “Exhibit B.”

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), A/E, 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 2015 Uniform General Conditions for Construction Contracts issued by the State of Texas, as may be amended from time to time, a copy of which is published on TFC’s website incorporated herein for all purposes as “Exhibit A,” and as may be modified by this Agreement and any 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 A/E 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 1.49, 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. A/E RESPONSIBILITIES AND SCOPE OF SERVICES

2.1 General Responsibilities. A/E shall perform all Professional Services on time and in accordance with the terms of this Agreement and all Exhibits 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.

A/E 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. A/E 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. A/E agrees to provide a high degree of cooperation, collaboration, coordination, and teamwork in the delivery of its Professional Services. To this end, A/E shall perform Professional Services in accordance with the Professional Services Schedule and in keeping with TFC’s design intent and Budget. A/E agrees to work collaboratively with its Consultants, the TFC, the Using Agency, and all Contractors, and Consultants retained by TFC 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 materials 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. A/E shall review all Deliverables prepared by its Consultants so that the Project is appropriately coordinated among the various disciplines. A/E assumes responsibility for the coordination of the Consultants’ documents as part of Basic Services. A/E further agrees to provide its design 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. A/E shall direct all of its Consultants to make all revisions and modifications to such plans and Drawings 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. A/E shall designate in writing to TFC those key employees and representatives who are authorized to act on A/E’s behalf with respect to the Project.

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

The A/E Project Manager (or one of them as designated by A/E and approved by TFC) shall be authorized to act on behalf of and bind the A/E in all matters related to Professional Services.

The A/E 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 “List of A/E Key Personnel”) attached hereto and incorporated herein for all purposes.

A/E shall not change employee assignments without TFC’s written consent, which consent shall not be unreasonably withheld. A/E shall not assign or retain on the Project any person or entity to whom TFC reasonably objects.

2.1.3.2 Replacement. The A/E Project Manager and key employees must be committed to the Project. TFC reserves the right to request that the A/E Project Manager and, and any of A/E’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 A/E 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. A/E shall bear the costs associated with the replacement of any of its staff listed on the List of A/E 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 A/E’s providing of Deliverables or any Professional Services.

2.1.5 Notice to Proceed. A/E shall commence Professional Services only upon issuance by TFC of a Notice to Proceed. No Professional Services shall be undertaken by A/E except with the prior written direction of the TFC Project Manager. A/E 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 A/E’s risk.

2.2 Basic Services. A/E’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, and Construction Administration. To the extent the parties deem it necessary, additional technical detail for the Professional Services to be provided by A/E hereunder is contained in the A/E Scope of Services attached hereto and incorporated herein for all purposes 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 the TFC gives its prior written consent thereto.

2.2.1 Pre-Design. A/E shall deliver the following Pre-Design tasks to TFC no later than the Pre- Design Deadline set forth in “Exhibit D”:

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.

2.2.1.2 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.

If, in the opinion of A/E, the Budget is adequate in terms of categories and values so as to allow for the design and timely construction of the Project as contemplated by TFC, A/E shall confirm in writing its ability to prepare the Design Development Documents that will comply with the Design Program parameters and the Budget. If, however, in the opinion of A/E, the Budget proposed by TFC is inadequate or insufficient, the parties shall diligently pursue making appropriate adjustments as would be necessary to enable A/E to confirm the adequacy of the Budget to meet the goals and mission of the Project. If such efforts should fail, TFC, at its option, may (i) waive the provisions of this subsection; or (ii) terminate this Agreement. The parties acknowledge and agree that subsequent changes in Design Program or scope of the

Project may be cause to modify and/or amend the Budget. Any such modification or amendment to the Budget must be authorized by TFC in writing.

2.2.1.4 Utilities. Interface with all Utility Providers as is reasonably necessary in order to determine the necessary specifications for bringing/connecting all Utilities to the Project.

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

2.2.1.6 CAD/EPMCS. A/E represents that is proficient in the use of CAD systems and the EPMCS utilized by TFC. During this Pre-Design phase, A/E 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, A/E will assign appropriate A/E staff to receive instruction regarding the use of the EPMCS to be utilized by TFC.

2.2.1.7 Report. A/E shall deliver a Pre-Design Task Report to TFC outlining when and how it has accomplished these tasks and providing comments for consideration by TFC. Upon consent of TFC, A/E may deliver one (1) amendment to the Pre-Design Task Report no later than the Pre-Design Deadline.

2.2.2 Design Milestone Reviews. A/E 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 Schedule. A/E shall provide information to TFC 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. Time periods for completion of the design and Construction Documents shall be included in the Professional Services Schedule attached as “Exhibit D”. Modification of any durations or deadlines in “Exhibit D” shall not be effective except on written approval by TFC in its sole discretion.

2.2.2.2 Notice of Authorization. TFC shall issue a Notice of Authorization to A/E to request A/E proceed with each design phase. Upon receipt of the Notice of Authorization, A/E shall proceed with that particular phase of design to meet the deadline for such phase as indicated in “Exhibit D”. The last day of each design phase duration (or the first weekday thereafter) is the A/E deadline for submitting the design phase Deliverables to the Project Team for review.

2.2.2.3 Review Cycles. A/E’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. Following TFC’s acceptance of the A/E resolution of comments document, TFC shall issue a formal Notice of Authorization to A/E with a copy to the Project Team members so that A/E may proceed to the next design phase within three (3) Days of the certification, or the first weekday thereafter.

2.2.2.4 Cost Estimates. Any updated Cost Estimate submitted by the Contractor (as applicable to the A/E’s scope of work) shall be provided to TFC and A/E within seven (7) Days of a review meeting along with any comments such that the Cost Estimate is received by TFC and A/E by A/E’s issuance of the comprehensive list of review comments (see 2.2.2.3(iv) above).

2.2.2.5 If updates to Cost Estimates exceed the Budget by more than twenty percent (20%) for Schematic Design, fifteen percent (15%) for Design Development, ten percent (10%) for 65% Construction Documents and five percent (5%) for 95% Construction Documents, A/E shall consult with TFC to identify potential design and/or Specification modifications that could result in the Cost Estimate being in compliance with the Budget. Approved modifications shall be incorporated into subsequent document submittals at no cost to TFC.

2.2.2.6 A/E shall prepare meeting minutes for all review meetings. Meeting minutes shall be published to TFC Project Manager within seven (7) Days of the meeting.

2.2.3 Schematic Design

2.2.3.1 A/E shall provide an evaluation of the TFC Design Program, Budget, and any proposed schedule at the beginning of the Schematic Design phase. Based on that initial evaluation, the A/E shall prepare sufficient alternative approaches to design of the Project in accordance with A/E Guidelines to satisfy TFC requirements.

2.2.3.2 During the Schematic Design phase A/E shall provide all Schematic Design Drawings, submittals, and review comments, and shall attend all review meetings and provide all Deliverables within the time periods established in Section 2.2.2 and “Exhibit D”.

2.2.3.3 A/E shall prepare for TFC approval Schematic Design Drawings and other Deliverables as reasonably required by TFC depicting the character, relationship and scale of Project elements in conformance with the A/E Guidelines. Schematic Design Drawings shall specifically conform to TFC aesthetic design requirements.

2.2.3.4 Upon conclusion of the design milestone review for this phase, A/E shall furnish and deliver to TFC the Schematic Design Package which shall include an Opinion of Probable Construction Cost. The Schematic Design Drawings shall be provided in one (1) full size and three (3) half-size complete printed sets. All sets, and other Deliverables in the Schematic Design Package shall be distributed as directed by the TFC Project Manager.

2.2.3.5 Before proceeding into the Design Development phase, A/E shall obtain written acceptance of the Schematic Design Package and preliminary Cost Estimate by TFC Project Manager and Notice of Authorization to proceed to the Design Development phase. One (1) flash drive of the Schematic Design Package in a format acceptable to TFC shall be provided.

2.2.4 Design Development

2.2.4.1 Based on the Schematic Design Package, adjustments to any Cost Estimate as a result of the review process and any adjustments to the Design Program authorized by TFC, and upon receipt of a Notice of Authorization, the A/E shall prepare, for review by TFC, Design Development Documents in accordance with TFC requirements and A/E Guidelines.

2.2.4.2 The documents produced at this phase of design shall be refined to establish scaled relationships among the Project components and shall include plans, sections, elevations, standard details, perspective sketches, schematic diagrams, and narratives of major enclosures, and structural systems, survey of applicable codes, engineering studies, analysis of alternative designs, and any value engineering performed or recommended by A/E to fix and describe the size and character of the Project as to architectural systems, structural systems and such other elements as may be appropriate. Design Development Documents shall include functional and operational descriptions for the Project commensurate with the level of design completion, and shall also include outline specifications that identify major materials and systems and establish their quality levels. A/E shall also review and revise the Schematic Design Documents for dimensional and graphic accuracy and consistency between the separate Drawings, and compliance with accessibility and planning requirements of Authorities Having Jurisdiction and in conformance with all Applicable Law(s) pertinent to the Project.

2.2.4.3 Design Development Documents shall be based upon reliable and accurate calculations that appropriately determine all architectural and engineering components of the Project, and shall include, but not be limited to the following:

design criteria for clearing and grubbing, on-site and off-site drainage and erosion control, and for any other grade and subgrade Site preparation and erosion control required by any Authorities Having Jurisdiction;

design criteria for connection to all proposed temporary and permanent on-site and off-site Utilities;

design criteria for the proposed structural system, including the rationale for all determinations, all design loads for floor, roof, and lateral loads;

design criteria for the proposed heating, ventilation and air conditioning system and single line layout of conveyance systems;

design criteria for the proposed electrical system including reserve capacity;

an evaluation of energy conservation alternatives, and the filing of the Energy Conservation Design Standard Compliance Statement with the State Energy Conservation Office and the Texas Comptroller of Public Accounts; and copies of all manufacturers’ documentation that illustrates the proposed materials, equipment and warranties to be specified for the Project.

2.2.4.4 During the Design Development phase, A/E shall provide all Design Development Documents, submittals, review comments, Cost Estimates, attend all review meetings, and provide all Deliverables within the time periods established in Section 2.2.2 and “Exhibit D”.

2.2.4.5 A/E shall meet with appropriate Authorities Having Jurisdiction to confirm and document building code requirements to apply to the design of the Project. A/E is responsible for addressing all design comments from the multiple Authorities Having Jurisdiction within the time established in Section 2.2.2 above.

2.2.4.6 BIM Model. A/E will provide all Services and Deliverables required of A/E as designated in the BIM Execution Plan. Without limitation, A/E may be called upon to provide (.1) interface and information technology requirements including specific hardware/ software to be utilized in the BIM approach; (.2) software requirements and other interface requirements required to enable CAD Drawings files to be imported into the BIM; (.3) process and management of conflict resolution, conflict documentation process and conflict resolution process including frequency of meetings; and (.4) reports and other BIM Deliverables as set forth in the BIM Execution Plan. Electronic versions of all Design Development Documents will be provided to TFC in a current two dimensional version of CAD through the EPMCS in addition to information provided by the BIM model. A/E shall report in writing to TFC any deviations between TFC-provided information or programs and the Design Development Documents presented.

2.2.4.7 Collaboration. A/E shall work collaboratively at all times with the Project Team to review program scope, phasing, schedules, Cost Estimates, 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 receipt of a Notice of Authorization to proceed with Construction Documents, A-E shall prepare 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 percent (90%) such that all such comments are resolved at (100%) completion.

The A/E shall provide with each review submittal a coordination document set with colored overlays of required design disciplines. These shall include, but not be limited to, mechanical, electrical, plumbing, sprinkler, slab penetrations, telecommunications, and instructional technologies support. With the exception of fire sprinkler design, the A/E shall provide all designs and shall not use design performance documents, unless approved by TFC.

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).

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.

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 A/E 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 percent (90%) complete Construction Documents, A/E shall prepare and deliver to TFC the proposed one hundred percent (100%) complete Construction Documents and the 100% Construction Document Cost Estimate review comments. If such estimate exceeds the Budget, A/E shall consult with TFC to identify further potential Drawing and/or Specification modifications that bring the estimate into compliance with the Budget. Approved modifications shall be incorporated into the Construction Documents at no cost to TFC in the event TFC determines in its sole discretion that such changes are the responsibility of A/E.

2.2.5.4 A/E shall submit all documents required to secure approval of all Authorities Having Jurisdiction. All requests for reimbursement for any direct costs associated with submitting documents to such authorities and for permit fees shall be included as Reimbursable Expenses and paid pursuant to Section 4.2 of this Agreement.

2.2.5.5 The A/E shall file and obtain approval of the Construction Documents from TDLR Architectural Barriers Division, in accordance with Tex. Gov’t. Code Ch. 469, as amended, and

ADA.

2.2.5.6 Prior to releasing the Construction Documents “For Construction”, the A/E shall provide a document that summarizes all design code requirements and provide written certification that the Construction Documents meet all Applicable Laws and the A/E Guidelines.

The A/E shall further certify in writing that no asbestos or lead containing materials have been specified or approved by the A/E for installation into the Project.

2.2.5.7 Upon written request by TFC, A/E shall prepare, as an Additional Service, the Construction Documents so as to enable such that the various phases of the Work, may, to at the discretion of TFC, be awarded pursuant to separate contracts to construct that particular phase, which shall constitute an Additional Service.

2.2.5.8 Before proceeding into the Bidding and Proposal phase, the A/E shall obtain TFC’s written acceptance of the final Construction Documents and will reconfirm the alignment of the approved Cost Estimate with the established final Budget. No Construction Documents shall be issued, delivered, or released for any purpose without the prior written consent of TFC.

Unless otherwise instructed by TFC, A/E shall deliver three (3) sets of the approved Construction Documents to TFC, any additional copies of which shall be considered a Reimbursable Expense.

2.2.6 Bidding and Award

2.2.6.1 Upon receipt of a Notice of Authorization to proceed, and only in such event, A/E shall assist TFC in the bidding and award phase of the Project by providing the following Professional Services:

inform qualified entities of the solicitation, Request for Qualifications, and/or Request for Proposals;

distribute Construction Documents and other documents supporting any solicitation, Request for Qualifications, or Request for Proposal to qualified bidders/proposers and to plan rooms specified by TFC;

submit the appropriate approved Drawings and Specifications to on-line electronic plan rooms as may be specified by TFC, the submission cost of which constitutes a Reimbursable Expense;

attend all pre-bid meeting(s) conducted by TFC and/or CMR;

consult with and advise TFC as to any bidder or proposer inquiries;

critically review all submittals and responses to Requests for Proposals; and prepare any addenda, amendments and/or revisions to the solicitation documents as necessary or directed by TFC.

2.2.6.2 A/E will attend all meetings regarding and participate in the evaluation and scoring of all proposals in accordance with TFC processes and procedures, including, but not limited to, interviewing bidders or proposers. Participation in these sessions shall be included in Basic Services.

2.2.6.3 If the response to the solicitation or Request for Proposal, as determined by TFC in its absolute and sole discretion, exceeds the Budget and TFC does not amend the Budget, A/E shall consult with TFC in order to identify further potential design and/or Specification modifications to bring the response into compliance with the Budget. Approved modifications shall be incorporated into the Construction Documents and appropriate copies reissued at no cost to TFC. Modifications that include deviation from TFC’s “Owners Project Requirements” at TFC’s sole discretion are not Additional Services and no additional compensation will be paid to A/E for same.

2.2.6.4 TFC may elect to amend the Budget and allocate such additional funds as necessary to accommodate the successful bid or proposal to enable the Project to proceed.