ESBD_553270_1787600909729_0010042 Attachment D - Professional Services Agreement.pdf

INSTRUCTIONS TO ALL RESPONDENTS FOR RFQ NO. 0010042

ARCHITECT/ENGINEER AGREEMENT FOR PROFESSIONAL SERVICES

FOR

ENGINEERING SITE SERVICES

NEW PUBLIC HEALTH LABORATORY (DSHS/DPHL2)

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

2. Other than for typographical or scrivener’s errors, TFC will not consider any exceptions and/or requests for modification submitted after the date and time for submission of questions.

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

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

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

Exhibit A. 2025 Uniform General Conditions Exhibit B. 2025 Supplemental General Conditions| Exhibit C. TFC 2018 Architectural/Engineering Guidelines, Edit Date: 3/19/18 Exhibit F. Criminal Background Check and Application Guidelines Exhibit H. Approved HUB Subcontracting Plan Exhibit H-1. HUB Subcontracting Plan Form Exhibit H-2. Progress Assessment Reporting Form Exhibit I. SSE Insurance Requirements

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

5. Upon notice of award, awardee shall submit final, negotiated versions of Exhibit D- Professional Services Schedule, Exhibit E- List of SSE Project Manager and Subcontractors, and Exhibit G- SSE Detailed Scope of Services, to General Counsel Division and to the Project Manager for incorporation into the Professional Services Agreement.

Lia Edwards Date: August 10, 2026 Lia Edwards, Assistant General Counsel

(Rev. 11/2025)

ARCHITECT/ENGINEER AGREEMENT

FOR PROFESSIONAL SERVICES

BY AND BETWEEN

THE TEXAS FACILITIES COMMISSION

AND

[INSERT SSE NAME]

FOR

ENGINEERING SITE SERVICES

NEW PUBLIC HEALTH LABORATORY (DSHS/DPHL2)

TFC CONTRACT NO. [INSERT]

RFQ NO. 0010042

PROJECT NO. 25-017-0802

i

TABLE OF CONTENTS

Page

ARTICLE 1. DEFINITIONS

ARTICLE 2. SSE 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. 2025 Uniform General Conditions Exhibit B. 2025 Supplemental General Conditions Exhibit C. TFC 2018 Architectural/Engineering Guidelines, Edit Date: 3/19/18 Exhibit D. Professional Services Schedule Exhibit E. List of SSE Project Manager and Subcontractors Exhibit F. Criminal Background Check and Application Guidelines Exhibit G. SSE Detailed Scope of Services Exhibit H. Approved HUB Subcontracting Plan Exhibit H-1. HUB Subcontracting Plan Form Exhibit H-2. Progress Assessment Reporting Form Exhibit I. SSE 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 Site Services Engineer (the “SSE”):

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

New Public Health Laboratory (DSHS/DPHL2) 1100 W. 49th Street Austin, TX 78756

TFC and the SSE 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 2025 Supplemental General Conditions, the TFC 2018 Architectural/Engineering Guidelines, Edit Date:

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

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

A/E means individually or collectively, the architectural and engineering service providers contracted by TFC to perform all of the professional architectural and engineering design services, and any licensed professionals and other personnel working under the Architect/Engineer’s supervision, or otherwise engaged by TFC to prepare the design for all or a portion of the Project.

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 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 SSE whereby SSE 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, civil engineering design; site planning; grading and drainage design; utility design and coordination; stormwater management; erosion and sediment control; roadway and pavement design; site development; permitting support; coordination with surveyors, geotechnical engineers, and other consultants; preparation of Drawings, Specifications, and other Construction Documents within the civil engineer's scope of services; responses to requests for information; construction observation; construction administration; and other civil engineering services as further described in Section 2.2 of this Agreement.

Budget means the construction budget for the Project as provided to SSE 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, SSE, 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, at a minimum, the Contractor’s marked-up As-Built Drawings from which the A/E shall prepare the final Record Drawings.

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

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 SSE pursuant to the terms of this Agreement. Copies of and/or electronic access to any Deliverable to be provided to TFC hereunder, together with any transmittal or other information related to it, shall, when directed by TFC, be simultaneously issued and provided to A/E and CMR.

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.

Documents shall mean any field and laboratory data, reports, and other Deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by SSE to TFC pursuant to this Agreement. Drawings, Specifications, record drawings and other deliverables provided or furnished by SSE are also referred to herein as Documents.

Drawings means the graphic and pictorial portions of the Documents, and including all information required to maintain the Building Information Model(s), showing the design, location and dimensions of the Work, and generally including plans, elevations, sections, axonometrics, isometrics, details, schedules and diagrams..

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 TFC’s electronic project management control system.

Governmental Authorities means all federal, state, and local governmental entities having jurisdiction over the Project, and the SSE.

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 SSE as submitted in conformance with Article 4 below.

MEP Systems means mechanical, electrical, and plumbing systems.

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

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.

Pre-Design Deadline means the date that is a fixed number of days after delivery of a Notice to Proceed, and by which date SSE shall (i) complete all the Pre- Design Tasks, and (ii) prepare and deliver the Pre-Design Task Reports to TFC.

Pre-Design Task Report means a comprehensive report(s) that sets forth the results of, and answers to, each of the Pre-Design Tasks discussed in Article 2.

Pre-Design Tasks means the mobilization and pre-design services to be provided to TFC as discussed in Article 2.

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 SSE, the Schedule may be revised and defined with more detail as the Project develops.

Project means that certain Work more particularly identified in the introductory paragraph of this Agreement, as further defined in Article 2, for which the services under this Agreement are to be performed.

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. SSE 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 SSE upon SSE’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, SSE, 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 phase 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 SSE 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.

Safety Incident means any failure of the SSE or any of the SSE Personnel to manage performance of the SSE Personnel in accordance with the safety requirements set forth in Section 10.2.9 of this Agreement as necessary to recognize and successfully prevent or avoid any of the following circumstances (each being a Safety Incident): (i) The reported observation of a potential safety hazard, unsafe work practice, or lapse in prudent safety management that can reasonably be expected to lead to injury or death to any person, or damage to any property; (ii) The presence of any unsafe working condition, including without limitation any unauthorized or improper usage of equipment or faulty equipment, that would reasonably be expected to lead to injury or death to any person, or damage to any property; or (iii) The occurrence of bodily injury or death, or property damage arising out of or in connection with the Projects or the performance of the Services.

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

Scope of Services means the Professional Services as set out in Article 2 below.

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.

Site Services Engineer or SSE means the service provider TFC engages to provide the site environmental, archaeological, and engineering services for the Project, and who serves in such capacity pursuant to this Agreement.

Specifications means that portion of the Construction Documents consisting of the written technical requirements for the Work, including requirements for materials, products, equipment, systems, construction methods, testing, quality control, workmanship, performance, and related services. The Specifications also include applicable standards, codes, regulations, and reference specifications governing the design, construction, and completion of the Work, including all applicable federal, state, and local laws, regulations, and permitting requirements.

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

SSE Personnel means all SSE’s Subcontractors, subconsultants and vendors of any tier who contract to perform any of SSE’s obligations or duties hereunder, as shown in Exhibit E, the List of SSE Project Manager and Subcontractors.

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.

Subcontract means any agreements between SSE and a Subcontractor.

Subcontractor means any Person that enters into an agreement with SSE to perform any part of the Professional Services required under this Agreement.

Supplemental General Conditions means the 2025 Supplemental General Conditions to the State of Texas 2025 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), SSE, A/E, PMF, if any, and Contractor, and supervising TFC’s review and approval of the Professional Services.

Uniform General Conditions or “UGC” shall mean the 2025 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.

Work means the physical construction, demolition, renovation, installation, commissioning, and all related services required by the Construction Documents to complete the Project. Work includes all labor, supervision, materials, equipment, tools, supplies, temporary facilities, coordination, testing, inspections, documentation, closeout activities, and all other services furnished or to be furnished by the Construction Manager(s) to satisfy the requirements of the Contract Documents and fulfill the Construction Manager(s)' contractual obligations. The Work may comprise the entire Project or one or more portions, phases, bid packages, or segments of the Project, as identified in the Contract Documents.

ARTICLE 2. SSE RESPONSIBILITIES AND SCOPE OF SERVICES

2.1 Description of Project.

2.1.1 The Project includes all aspects of the Master Plans, as may be amended by TFC from time to time, for the planning, development, architecture, engineering, design, procurement, demolition, renovation and construction of facilities and improvements on the Site described in Section 2.1.2, below. The Project is described as follows:

2.1.2 New Public Health Laboratory (DSHS/DPHL2). One approximately 220,000 square foot laboratory building to be located adjacent to the existing facility at 1100 W. 49th St., Austin, Texas 78756. The new building will be made up of Biosafety Level 1 and 2 labs for newborn screening (200,000 gross square feet) as well as a Biosafety Level 3 separate facility (20,000 gross square feet).

2.2 Scope of Services. SSE agrees to timely deliver the Professional Services described below and in the SSE Detailed Scope of Services dated XXXXXX, attached hereto and incorporated herein for all purposes as Exhibit G, pursuant to the Professional Services Schedule.

2.2.1. General Duties for Performance of Services.

2.2.1.1. The SSE shall furnish or provide the site environmental and engineering services necessary for the successful planning, design, and construction of the Project in accordance with TFC's requirements, as outlined in TFC’s relevant data defining the Project. The site environmental and engineering services shall include Basic Services, plus Additional Services as may be authorized by TFC.

2.2.1.2. SSE shall render all Services necessary and/or reasonably inferable from this Agreement, the Project Analysis (or the equivalent thereof), the Design Program, the Master Plans, and all other relevant data, for the completion of the site environmental and engineering services, and all other facets of usual and customary environmental and engineering services necessary and appropriate in the exercise of the Standard of Care to support the further development of the Design Program and the successful execution of the Projects, regardless of whether expressly described herein.

2.2.1.3. SSE shall, in accordance with its Standard of Care, verify the accuracy and suitability of any drawings, plans, sketches, instructions, information, requirements, procedures, requests for action, and other data supplied by TFC and other members of the Project Team and used by SSE in the performance of the Services.

2.2.1.4. SSE’s Services, including all Documents developed by SSE, shall be accurate and free from material errors and/or omissions in accordance with its Standard of Care. Upon notice, SSE shall promptly correct any known or discovered error, omission, or other defect without any additional cost or expense to TFC.

2.2.1.5 The SSE shall take all necessary precautions to prevent damage to TFC’s property, visible or concealed, including any rights of way, and shall reasonably restore the sites to the condition existing prior to the SSE’s entry, including, but not limited to, repair of paving, curbs, sidewalks, lawns and plantings unless otherwise agreed to with TFC.

2.2.2. Pre-Design Phase: No later than the Pre-Design Phase Deadline, SSE shall complete and timely deliver to TFC the following Pre-Design Phase Services:

2.2.2.1. Consult with TFC, PMF, and with any representatives of the Using Agency as may be directed by TFC, and become thoroughly familiar with (i) the Project Analysis, or the equivalent thereof; (ii) the Design Program; and (iii) the Master Plans.

2.2.2.2. Inspect and timely become thoroughly familiar with the Site for the Project.

2.2.2.3. Review and become thoroughly familiar with any and all relevant and existing Project, Site, and facilities studies and information.

2.2.2.4. Identify all codes, rules, regulations and all other Site-related requirements, including but not limited to City of Austin land development requirements that TFC may consider in the execution of the Project, State environmental requirements, and necessary traffic impact studies.

2.2.2.5. Interface with all utility providers as is reasonably necessary to perform the Services required hereunder. Coordination with City of Austin, Austin Energy, and other utility providers.

2.2.2.6. Receive and become familiar with requirements of the technical and design standards of TFC and the Using Agency, including, but not limited to, the A/E Guidelines.

2.2.2.7. Determine and identify any special considerations for complex utilities in laboratories to accommodate complex and sensitive equipment and that the site is able to support the requirements. In addition, ensure site preparation considers required drainage systems to accommodate laboratory hazardous waste.

2.2.2.8. Determine and identify to TFC which additional Subcontractor(s), if any, that are not engaged, or to be engaged, by SSE pursuant to this Agreement, will be necessary to perform the Professional Services in order to fulfill the requirements of this Agreement.

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

2.2.2.10. Deliver a Pre-Design Task Report to TFC. Upon consent of TFC, SSE may deliver one (1) amendment to the Pre-Design Task Report no later than the Pre-Design Deadline.

2.2.3. Phase 1 Services. SSE’s Phase 1 services shall include, but not be limited to, the following:

2.2.3.1. Review Master Plans and provide detailed on-site investigations to estimate available utility capacity for phased construction at the Sites. SSE shall review the City of Austin Policies and Procedures for requesting street or alley vacations.

2.2.3.2. Conduct a Phase I Environmental Site Assessment in accordance with American Society for Testing and Materials (ASTM) Standard E1527.

2.2.3.3 Conduct, in accordance with the guidelines of the Texas Historical Commission, archival research and investigation to determine potential of existing archeology. Dependent on outcome of environmental and archeological surveys, TFC may authorize SSE to perform additional investigations. Additional investigation, if found to be necessary, will be performed by SSE as an additional service.

2.2.3.4. Review existing underground utility surveys, boundary surveys and topographic surveys.

2.2.3.5. Perform site surveys to enable separate buildings and parking structures to be parceled so each asset has an independent title, if necessary.

2.2.3.6. Coordinate with utility providers and local units of government to ensure all utilities are available for the development of the Projects.

2.2.3.7. Provide Sub-surface Utility Exploration (SUE) for existing utilities on site

2.2.3.8. Deliver comprehensive report of all findings for Phase I services, including an executive summary, separate tabs for discreet portions of the study and supporting documentation as exhibits.

2.2.4 Phase 2 Services. SSE Phase 2 services shall include, but not be limited to the following, if determined by TFC to be necessary:

2.2.4.1. If made necessary because of the results of the Phase I Environmental Site Assessment, conduct a Phase II Environmental Site Assessment in accordance with ASTM Standard E1903 as an additional service.

2.2.4.2. If determined necessary by the Texas Historical Commission because of the results of the archival investigation conducted in Phase I, conduct subsurface investigations of the Sites to determine existing archeology as an additional service.

2.2.4.3. Deliver comprehensive report of all findings for Phase II Services including an executive summary, separate tabs for discreet portions of the study and supporting documentation as exhibits.

2.2.5. Phase 3 Services. SSE Phase 3 services shall include, but not be limited to the following:

2.2.5.1. Conduct a Transportation Impact Analysis (“TIA”) in accordance with the current requirements and guidelines of the Austin Transportation and Public Works Department to evaluate the Project’s impact on the surrounding transportation network, including adjacent streets, intersections, multimodal facilities, site access and circulation. Based on the findings of the TIA and agency requirements, provide an allowance for the analysis, design, and preparation of construction documents for traffic signal improvements at existing intersections, if warranted to maintain acceptable operational and safety performance following development of the proposed building. The allowance shall include coordination with the City of Austin and support for permitting and approval of the traffic signal improvements, as required.

2.2.5.2. Evaluate storm water considerations for the site.

2.2.5.3. Conduct soil investigations and geotechnical assessments, including but not limited to the following:

2.2.5.3.1. Submission of a boring plan that includes proposed soil boring locations;

2.2.5.3.2. Implementation of laboratory testing program;

2.2.5.3.3. Performance of field testing;

2.2.5.3.4. Installation of piezometers on the Site;

2.2.5.3.5. Development of design criteria and design alternatives;

2.2.5.3.6. Identification and evaluation of groundwater conditions;

2.2.5.3.7. Recommendations for construction procedures;

2.2.5.3.8. Submission of estimates for foundation settlement;

2.2.5.3.9. Review of drawings and specifications developed by the Architect/Engineer and submission of a report assessing the feasibility of the proposed designs, and any changes that SSE deems necessary or advisable;

2.2.5.3.10. Filling and patching of bore holes;

2.2.5.3.11. Attendance in coordination meetings of members of the project team;

2.2.5.3.12. Submission of preliminary and final geotechnical reports that include the following information:

2.2.5.3.12.1. Site characterization;

2.2.5.3.12.2. Summary of key geotechnical issues;

2.2.5.3.12.3. Seismic design parameters, as may be necessary

for the seismic zone classification, including dynamic force-deformation characteristics of foundation components and worksite classification;

2.2.5.3.12.4. Presentation and discussion of foundation design alternatives;

2.2.5.3.12.5. Preliminary recommendations for construction;

2.2.5.3.12.6. Recommendations for types and frequency of

inspections and construction materials testing customarily employed towards each foundation element recommended; and

2.2.5.3.12.7. Recommendations for supplemental

investigations or testing.

2.2.5.4. Perform an American Land Title Association (ALTA) survey including metes and bounds, all existing utilities, existing structures and easements.

2.2.5.5. Perform topographical and tree surveys.

2.2.5.6. Identify all permits customarily required for site and utility work.

2.2.6. Phase 4 Services. SSE Phase 4 services shall include, but not be limited to the following:

2.2.6.1. As an additional service, if made necessary because of the results of the Phase II Environmental Site Assessment, SSE shall define the scope of required abatement services, assist TFC in soliciting and procuring such services, and coordinate with the third-party contractor in the removal and/or abatement of suspect materials.

2.2.6.2. As an additional service, if made necessary because of the results of the archeological investigation, SSE shall define the required scope of services, assist TFC in soliciting and procuring such services, and coordinate with the third-party contractor for preservation or relocation of archeologically sensitive materials.

2.2.7. Format of Deliverables. Each of SSE’s Deliverables shall be submitted electronically in a format acceptable to TFC, and shall be appropriately labeled to include identification of the software program and version thereof utilized for each Deliverable.

2.2.7.1. All Drawings shall be organized within the layering system in accordance with the A/E Guidelines.

2.2.7.2. Layer format and names shall be in accordance with the A/E Guidelines.

2.2.7.3. 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.

2.2.7.4. All Documents, reports, drawings and specifications shall be appropriately signed, sealed, and dated by the responsible architect(s) and engineer(s).

2.2.7.5. The Documents issued by SSE must comply with all Laws and Regulations.

2.2.7.6. SSE shall submit all documents required to secure approval of all Governmental Authorities. All requests for reimbursement for any direct costs associated with submitting documents to such authorities shall be approved by the TFC Project Manager.

2.2.7.7. SSE shall not issue, deliver, or release any Documents for any purpose without the prior written consent of TFC.

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

2.2.8.1. Critically review and closely scrutinize all documents submitted by all third parties.

2.2.8.2. Maintain work progress and perform services consistent with the Professional Services Schedule.

2.2.8.3. Provide supplemental information beyond that presented in a submission of Documents which may be reasonably requested of SSE.

2.2.8.4. Actively participate in all meetings and/or teleconferences to bring the full measure of SSE’s collective experience, expertise and recommendations to the Project.

2.2.8.5. Prepare and deliver all meeting agendas and meeting minutes, field reports, and other similar documentation within one (1) week of the respective work or event, unless directed otherwise by TFC.

2.2.8.6. Answer questions and provide clarifications for the other members of the Project Team to facilitate their thorough examination of all reports Drawings, Specifications and other Documents.

2.2.8.7. Participate in constructability reviews with the other members of the Project Team.

2.2.8.8. Ensure that SSE Project Manager and any other representative of SSE whose presence is requested by TFC attend all meetings and participate in all conference calls that are scheduled by TFC.

2.2.9 Identification of Project Manager and All Subcontractors. The SSE Project Manager identified in the initial List of SSE Project Manager and Subcontractors, attached hereto and incorporated herein for all purposes as Exhibit E will supervise the efforts of SSE to timely provide TFC with the Professional Services.

2.2.9.1 Replacement. The SSE Project Manager and key employees must be committed to the Project. TFC reserves the right to request that the SSE Project Manager and, and any of SSE’s employees and Subcontractors (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 SSE 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. SSE shall bear the costs associated with the replacement of any of its staff listed on the List of SSE Project Manager and Subcontractors.

The SSE Project Manager and Subcontractors identified in the List shall not be removed or replaced by SSE, nor shall any other Subcontractors be engaged by SSE, unless prior written consent is obtained from TFC, which consent shall not be unreasonably withheld, conditioned, or delayed

2.2.10 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 SSE’s providing of Deliverables or any Professional Services.

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

2.2.12 Timely Delivery of Conforming Services. SSE will, subject to Force Majeure events, as defined in Section 9.3.3 below, timely provide the Professional Services in conformity with, and as specified in, this Agreement, the UGC, the Supplementary General Conditions, any Special Conditions, and in the Construction Documents.

2.2.13 Modifications. Modifications to the Construction Documents which are made necessary by the errors and/or omissions of SSE shall be corrected by SSE at its sole cost and expense.

2.2.13.1 For purposes of this subsection, an omission is defined as any change or addition to the Construction Documents required to make the Project conform to its original design intent.

2.2.13.2 For purposes of this subsection, an error is defined as any change or addition to the Construction Documents where remediation of previously constructed or installed Work must take place in order to meet code and/or design intent or any omission that is caused by willful misconduct or gross negligence by SSE. In the event that SSE is determined to have been the cause of such an error, SSE shall bear the reasonable construction costs to resolve said error.

2.3 Additional Services. Services may be required for the design of the Project which are not included as part of the Basic Services described in Section 2.2. If such services are required, they will either be provided by TFC, contracted for separately from a third party, or authorized in writing to be performed by the SSE and paid for by TFC as hereinafter provided. If authorized in writing to be performed by the SSE pursuant to an amendment or otherwise, such services will be subject to Section 4.4.

ARTICLE 3. TFC RESPONSIBILITIES, INFORMATION, AND APPROVALS

3.1 Information and Documents to be Provided by TFC. TFC shall, with reasonable promptness, provide information and documents to SSE:

3.1.1 TFC Documents to SSE. When available and applicable, TFC will furnish to SSE copies of or reasonable access to, the following information and documentation regarding the Project:

3.1.1.1 The UGC, Supplemental General Conditions, any Special Conditions, and the A/E Guidelines.

3.1.1.2 Contract forms, bond forms, bidding information and instructions, minimum wage rates for inclusion in the Specifications, and design and construction standards.

3.1.1.3 The PAR for inclusion in the Specifications.

3.1.1.4 Any maps and Drawings in the possession of TFC that reflect or depict Site boundaries, recorded easements, topography, utility locations, and such other documents in the possession of TFC that reflect Site conditions and/or restrictions which may impact the design and/or construction of the Project.

3.1.1.5 Any soil reports or traffic impact studies in the possession of TFC.

3.1.1.6 The Project Analysis or equivalent thereof.

3.1.1.7 The Budget and any required delivery schedules.

3.1.1.8 Information concerning the Communication Protocol and EPMCS.

3.1.2 TFC Services to SSE. TFC may further assist SSE as follows:

3.1.2.1 Upon SSE’s receipt of general and criminal background check clearance, TFC may provide assistance to SSE to obtain access to the Site as is reasonably necessary to enable SSE to provide the Professional Services.

3.1.2.2 TFC shall designate the TFC Project Manager who will provide supervision of the design and construction of the Project and the services being provided pursuant to this Agreement and the respective Contract Documents.

3.1.2.3 TFC may designate a PMF for the Project to provide certain Project management services in addition to those provided by the TFC Project Manager. The PMF will provide overall management of the Project, with a scope of services as further defined in the PMF definition above and in the Project Management Firm Professional Agreement, but which shall include, but shall not be limited to, the following Deliverables:

Planning, management, and coordination of the Project as further defined in the Project Management Firm Professional Agreement, a copy of which shall be provided upon request to SSE;

Providing an initial Project program scope and strategy for implementation of the scope;

Review of solicitation documents and other contractual templates and provide recommendations on same;

Development and management of the Project cost control system;

Development and monitoring of a master schedule and integration with Project cost control system;

Development of quality control plan;

Management of EPMCS;

HUB/S/M/WBE outreach and compliance consultation;

Estimating services;

Reporting; and

Such other Deliverables as may be developed or assigned to PMF by TFC.

SSE shall, at all times, work collaboratively with PMF, CMR, and the TFC Project Manager as well as other members of the Project Team and shall work to help integrate its Services with those of the PMF and TFC Project Manager throughout the Project.

3.1.2.4 TFC may review and comment on Deliverables submitted by the SSE in such a manner as to avoid unreasonable delay in the progress of the SSE’s work. No approvals, comments, decisions or acceptances by, or on behalf of, TFC shall be deemed to be an assumption of responsibility by TFC for any defect, error, or omission in said Deliverables or in SSE’s performance of Professional Services.

3.1.2.5 Notwithstanding any provision in this Agreement to the contrary, TFC shall not be responsible for the adequacy of any planning, performance, or design criteria for the Project.

TFC shall be entitled to rely upon SSE to determine the adequacy, accuracy and completeness of all Services rendered to the Project, including the adequacy of any planning, performance or design criteria related to the Services. SSE shall also be responsible for determining the adequacy, accuracy, and completeness of any information furnished to the SSE by or on behalf of TFC and used by the SSE in rendering its Services.

3.2 Actions of TFC. TFC hereby reserves the right, if deemed appropriate by TFC in sole discretion, to conduct reviews or inspections during the course of planning, pre-design, design, construction and commissioning of the Project, and to require the SSE to participate therein. However, such participation shall not relieve SSE of any of its obligations arising pursuant to this Agreement.

3.2.1 No inspections of the Project or review of Deliverables by TFC shall reduce the level or extent of SSE’s responsibilities arising pursuant to this Agreement. Neither the approval and/or final acceptance of a Project or any Deliverables, nor the payment of any Invoice by TFC shall constitute or be deemed, a release of SSE’s obligation to perform and timely deliver the Professional Services and any Additional Services in accordance with the Standard of Care and this Agreement.

3.3 TFC Approvals. Any provisions in this Agreement to the contrary notwithstanding, all consents, revisions, and/or approvals by TFC shall be in its sole and absolute discretion and shall not be valid or enforceable unless evidenced by a fully executed written amendment to this Agreement. SSE acknowledges that the TFC Project Manager shall not have any express or implied authority to vary or otherwise amend or waive compliance with the terms of this Agreement in any way, except for identified deadlines in Section

2.2 herein, and then only as evidenced in writing, signed by TFC Project Manager.

3.4 No Warranties by TFC. SSE acknowledges that any and all tests, maps, reports, and Drawings in the possession of TFC that reflect or depict Site boundaries, recorded easements, topography, utility locations, and other Site conditions and/or restrictions which may impact the design and/or construction of the Project were prepared solely for TFC’s benefit and for information only purposes, and that SSE shall have no right to rely upon such and that any reliance thereon shall be at SSE’s own risk. TFC HEREBY

DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES AS TO THE ACCURACY OR

COMPLETENESS OF THE ABOVE-MENTIONED REPORTS, TESTS, MAPS AND DRAWINGS.

ARTICLE 4. COMPENSATION AND PAYMENT

4.1 Fixed Fee. For SSE’s…