ESBD_512935_1778078050640_Exhibit E - IDIQ Selection and Participation Agreement (Template).pdf

TEXAS MILITARY DEPARTMENT

P.O. Box 5218

Austin, Texas 78763-5218

IDIQ SELECTION AND PARTICIPATION AGREEMENT

Professional Architectural/Engineering Services

RFQ No. TMD26-CFMO-4012026

STATE OF TEXAS §

COUNTY OF TRAVIS §

This IDIQ Selection and Participation Agreement (“Participation Agreement”) is made by and between the State of Texas, acting through the Texas Military Department (“TMD”), and [A/E Firm Name] (“A/E”).

1. PURPOSE

This Participation Agreement confirms that A/E has been selected through RFQ No. TMD26-CFMO- 4012026 to participate in TMD’s Indefinite Delivery / Indefinite Quantity (IDIQ) for Professional Architectural/Engineering Services in accordance with Texas Government Code Chapter 2254.

2. NO CONTRACT VALUE

This Participation Agreement has no monetary value, does not constitute a contract for services, and does not guarantee work. Compensation, if any, shall arise only from project-specific Professional Architectural/Engineering Services Agreements executed separately by the parties.

3. TERM

Effective Date: [DATE]

Initial Term: Through September 30, 2028.

This IDIQ may include up to three (3) one-year renewal options exercised by mutual written agreement.

4. PARTICIPATION AND PERFORMANCE OBLIGATIONS

A/E agrees to remain eligible to perform services throughout the IDIQ term; respond to TMD requests for project-specific proposals per the requirements in the Statement of Work; participate in negotiations in good faith; and perform required services per the AE Agreement and Uniform General Conditions, and Supplemental Uniform General Conditions only upon execution of a project-specific agreement and issuance of a Notice to Proceed. Failure to meet these obligations may result in removal from the IDIQ.

5. NO GUARANTEE OF WORK

Selection for the IDIQ does not guarantee assignment of any project. TMD reserves the right to select any qualified firm, procure services outside the IDIQ, or decline to issue work.

6. CONTINUING ELIGIBILITY

A/E shall maintain all licenses, registrations, and qualifications required to perform services under Texas law and shall notify TMD of any material change affecting eligibility, ownership, or key personnel.

7. REMOVAL FROM IDIQ

TMD may remove A/E from the IDIQ upon written notice for cause, including failure to respond to proposal requests, unsatisfactory performance, loss of qualifications, or conflict of interest.

8. CONFLICT OF INTEREST CERTIFICATION

A/E certifies that it has no conflicts of interest that would preclude participation in the IDIQ and agrees to disclose any potential conflicts that arise during the term.

9. CONFIDENTIALITY

To the extent permitted by applicable law, the parties agree to treat as confidential any proprietary, technical, financial, or business information submitted by the A/E in response to RFQ No. TMD26- CFMO-4012026 and any information exchanged between the parties in connection with the establishment and administration of the IDIQ.

The A/E acknowledges that TMD is a state agency subject to the Texas Public Information Act, Texas Government Code Chapter 552, and that records in the possession of TMD may be subject to public disclosure unless an exception under applicable law applies. TMD will notify the A/E of any request for information that the A/E has identified as proprietary or confidential and will provide the A/E an opportunity to assert any applicable exception to disclosure.

The A/E likewise agrees not to disclose non-public information received from TMD relating to the RFQ, the evaluation process, or the administration of the IDIQ except as required for the preparation of proposals or performance of services under any resulting agreement, or as otherwise required by law.

Nothing in this section shall be construed to limit TMD’s obligations under the Texas Public Information Act or other applicable laws governing public records.

10. GOVERNING DOCUMENTS

In the event of a conflict, the following documents govern in order of precedence:

1. Request for Qualifications (RFQ) No. TMD26-CFMO-4012026

2. This Participation Agreement

3. Project-specific Professional Architectural/Engineering Services Agreements

4. Uniform General Conditions, and Supplemental General Conditions for TMD Construction Projects

5. Applicable federal and state laws and regulations.

11. ENTIRE AGREEMENT

This Participation Agreement constitutes the entire agreement regarding A/E’s selection and participation in the IDIQ and does not create any obligation for TMD to issue work.

EXECUTION

TEXAS MILITARY DEPARTMENT [A/E FIRM NAME]

Brian Stevens Deputy Director Construction and Facilities Management Office Date:

Printed Name:

Title:

Date: