Attachment A1

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT FOR PROFESSIONAL SERVICES (this “Agreement”) is made as of the _____ day of __________, 20__ (the “Effective Date”), by and between Southeast Service Corporation d/b/a SSC Service

Solutions, with offices located at 2400 Yorkmont Road, Charlotte, NC 28217 (the “CLIENT”), as the designated representative of The Texas A&M University System (“Owner”) and [ ], a [ ] corporation with offices located at [ ] (“VENDOR”) (CLIENT and VENDOR are collectively referred to as “the Parties”).

WHEREAS, The VENDOR was awarded an agreement as a result of the Request for Qualifications for

Indefinite Delivery Indefinite Quantity for SSC Facilities Services at The Texas A&M University System, issued for (YEAR). All work awarded as a result of this (YEAR) RFQ shall be subject to the terms and conditions of this

Agreement.

IN CONSIDERATION of the mutual promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. RELATIONSHIP

For all work performed hereunder VENDOR is an independent contractor to CLIENT, and it shall not be deemed an employee, agent, partner or joint venture of CLIENT for any purpose.

2. PROVISION OF SERVICES/METHOD OF AUTHORIZATION

2.1 VENDOR shall provide those professional services as described in a separately authorized Work

Orders (the “Services”) in the form attached hereto as Exhibit A.

2.2 Any Work Order, when signed by the Parties, shall be incorporated into and form a part of this

Agreement. Each such Work Order shall contain a project description, a detailed scope of Services, project schedule, deliverables, compensation terms and special provisions or conditions specific to the Services or project being authorized (the “Project”). In the event of a conflict between this Agreement and any Work Order issued hereunder, the terms of the Agreement shall govern the provision of the particular Services or Project involved.

3. ADDITIONAL SERVICES; CHANGE ORDERS

3.1 Additional Services. VENDOR shall furnish work beyond the scope of the Services (hereinafter

“Additional Services”) as mutually agree upon by the parties. Before such Additional Services shall be rendered, the scope of such Additional Services and the compensation therefor shall be mutually agreed upon by either written amendment to this Agreement or by an additional or amended Work Order. Additional Services furnished by

VENDOR without written authorization by the CLIENT shall be furnished at VENDOR’s sole risk and expense.

3.2 Change Orders. CLIENT, without invalidating this Agreement, may request changes in a Project

(“Change Orders”). VENDOR shall provide Company with the impact of the potential change on the Project compensation and schedule within the time frame requested by CLIENT. Before such Change Orders shall be rendered, the scope of such Change Orders and the compensation therefor shall be mutually agreed upon by an amended Work Order.

4. PERIOD OF SERVICE

The term of this Agreement shall be from the Effective Date through __________, 20___. The Agreement shall automatically renew for additional one (1) year renewal terms, unless either party provides the other party at least sixty (60) days prior written notice of its intent to terminate the Agreement at the end of the term.

5. COMPENSATION AND METHOD OF PAYMENT

5.1 CLIENT shall compensate VENDOR for the Services, and mutually agreed upon Additional

Services as set forth in the applicable Work Order.

5.2 CLIENT shall pay any sales or similar tax levied by any governmental authority on professional or other services or materials provided under this Agreement, provided VENDOR shall not bill CLIENT for any taxes based upon VENDOR’s income.

5.3 VENDOR shall invoice CLIENT monthly for all Services rendered for the preceding month pursuant to this Agreement, and each invoice shall be due and payable within seventy-five (75) days of receipt by

CLIENT. CLIENT shall notify VENDOR in writing of any disputed amount contained on an invoice within thirty

(30) calendar days from the date of invoice. Each such invoice shall be submitted by VENDOR in e-Builder or to the address requested by CLIENT, and shall include: (i) an itemization of the specific Services provided by

VENDOR; (ii) the applicable date of delivery for all such work; (iii) for hourly work, an itemization of the hours worked and rates, if applicable, for which payment or partial payment is invoiced; (iv) the total invoice amount;

and (v) the location to which the goods and/or services have been delivered. If VENDOR is providing services to

CLIENT under more than one agreement, each such project shall be invoiced separately.

5.4 If CLIENT fails to make any undisputed payment due VENDOR for Services within thirty (30) days after the date of an invoice, VENDOR may, after giving thirty (30) days written notice to CLIENT, suspend

Services under this Agreement until VENDOR has been paid in full all undisputed amounts due for Services.

Vendor acknowledges and agrees that a condition precedent to CLIENT’s payment of compensation to Vendor is

CLIENT’s receipt of funds from Owner for purposes of remitting payment to Vendor and/or authorization from

Owner to remit payment to Vendor. Vendor shall have no personal recourse against CLIENT for payment of compensation hereunder other than against funds received by CLIENT from Owner for purposes of paying Vendor.

CLIENT will have no obligation to pay any charges or expenses that Vendor fails to invoice CLIENT within sixty

(60) days after the charges or expenses were incurred.

6. AUTHORIZED REPRESENTATIVE

6.1 VENDOR’s authorized representative for this Project is the Project Manager as designated in writing to CLIENT (“VENDOR’s Authorized Representative”). All matters and correspondence pertaining to the

Project, including submittal of monthly invoices, will be through VENDOR’s Project Manager.

6.2 Upon execution of this Agreement, CLIENT will designate CLIENT’s authorized representative for the Project (“CLIENT’s Authorized Representative”) and convey the name of CLIENT’s Authorized

Representative to VENDOR in writing. CLIENT’s Authorized Representative shall act on behalf of CLIENT on all matters pertaining to this Project. All matters and correspondence to CLIENT pertaining to the Project will be addressed through CLIENT’s Authorized Representative.

6.3 VENDOR’s Project Manager shall not be changed without prior written notice to CLIENT.

7. VENDOR’S RETENTION AND ACCESS TO RECORDS

VENDOR shall maintain for a period of at least ten (10) years following completion of the Services all the documents, deliverables, records (including cost records), design calculations, notes and emails related to the

Project or VENDOR’s performance hereunder. Upon CLIENT’s written request, VENDOR shall provide a copy of the requested records.

8. USE OF DOCUMENTS AND ELECTRONIC DELIVERABLES

8.1 Ownership of Services/Documents. All drawings, plans, specifications, calculations, reports and other documents prepared by VENDOR under this Agreement shall become the property of

CLIENT as a “work made for hire.” Whether or not protected or capable of protection under the law of copyrights, trademarks, patents or trade secrets, the results of all Services performed by VENDOR pursuant to this Agreement (collectively referred to herein as the “Work Product”) shall upon creation become the property of Owner, and all evidence thereof shall, without any additional compensation to

VENDOR, become the property of Owner. Owner shall have full and complete ownership rights to use, license and sell any and all of the Work Product in any manner determined by Owner in Owner’s sole and exclusive discretion.

8.2 Additional Documents. Should Owner desire to apply for or secure any copyright, trademark or trade name registration(s) or patent(s) on or related to any part(s) or all of the Work Product, VENDOR will assist in securing such protection without any further compensation to VENDOR. To such end or for the purpose of assigning, transferring, granting, conveying and confirming all or any part(s) of the Work Product to Owner, VENDOR will execute such further assignments of rights, affidavits or other documents as Owner deems appropriate or necessary. All of the Work Product capable of copyright protection as Services made for hire is hereby deemed to be such for Owner. If by law any or all of the Work Product is not “work made for hire,” VENDOR agrees to assign and transfers and does hereby assign and transfer all right, title and interest in and to the copyright(s) in such Work Product to

Owner.

8.3 Infringement. VENDOR shall, at its own expense: (i) defend any suit or proceeding brought against Owner or CLIENT based on an allegation that all or any portion of the Services supplied hereunder (including the Work Product), or use thereof for its intended purpose, constitutes an infringement of any claim of any patent, copyright, trademark, trade secret, or other intellectual property rights provided CLIENT and/or Owner promptly notifies VENDOR in writing, (ii) pay all damages and costs, including reasonable attorneys’ fees through the final appeal, awarded in any suit or proceeding, or agreed to by the Parties in settlement, (iii) indemnify CLIENT and/or Owner against reasonable costs and expenses incurred by CLIENT and/or Owner, including the above and those for providing information and assistance to VENDOR for the defense of such suit or proceeding or the settlement of such claims, and (iv) at CLIENT and/or Owner’s option, and at no cost to CLIENT and/or Owner, procure for CLIENT and/or Owner the right to continue using the infringed services, or portion thereof, replace all that infringes with substantially equivalent non-infringing replacements, or modify same to be non-infringing, if there is infringement or contributory infringement of a third party by CLIENT and/or

Owner’s use of the infringed services acquired from VENDOR hereunder, and use of same by CLIENT and/or Owner is enjoined.

8.4 Any modification of the Project deliverables hereunder or their reuse on another project by

CLIENT without the approval of VENDOR shall be at CLIENT’S sole risk and without liability to VENDOR.

8.5. Files in electronic format that are furnished by one Party to the other are furnished only for convenience and not for reliance by the receiving party, unless otherwise agreed in writing.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 CLIENT’s and Owner’s total liability for damages, or otherwise, with regards to any obligations/responsibilities for a Project herein shall not exceed the amount paid to VENDOR for such Project. IN

NO EVENT WILL CLIENT OR OWNER BE LIABLE TO VENDOR FOR INDIRECT, INCIDENTAL,

CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY

CLAIM FOR DAMAGES BASED ON LOST REVENUES OR PROFITS, HOWEVER CAUSED OR UNDER

ANY THEORY OF LIABILITY.

9.2 VENDOR shall indemnify and hold CLIENT and its directors, officers and employees harmless from any and all damages, liabilities, suits, actions, claims, demands and judgments to the extent resulting from any acts, errors or omissions or breach of contract of VENDOR or its subconsultants relative to this Agreement.

10. INSURANCE

10.1 VENDOR shall maintain, the following insurance coverage during the performance of its Services under this Agreement:

Workers’ Compensation

Employer’s Liability (Including Longshore and Harbor Workers Act

Coverage, if applicable)

Statutory

$2M

$2M

$2M

Commercial General Liability (including contractual and fire damage)

General Aggregate

Products-Comp/OP Aggregate

Personal and Advertising Injury

Each Occurrence

Damage to Premises

$10M

$1M

$1M

$1M

$1M

Automobile Liability (any auto, hired autos and non-owned autos)

Bodily Injury and Property Damage

$5M CSL

Professional Liability Insurance (including errors and omissions and

Expanded Pollution Coverage)

Per Claim

Aggregate

$2M

Umbrella/Excess Insurance $10M

10.2 VENDOR shall provide the CLIENT with a Certificate of Insurance indicating that the above-described coverages are in effect, if requested. VENDOR’s insurance shall either cover all Services provided by its subcontractors or VENDOR shall require its subcontractors to carry all insurance required under this Agreement.

All such insurance shall operate independent and apart from VENDOR’s indemnification obligations hereunder, and the insurance requirements herein shall not be deemed a limit on VENDOR’s liability or obligations and are not to be considered as indicative of the ultimate amounts and types of insurance that VENDOR or any subcontractors may need to protect its own interests.

10.3 CLIENT and its affiliates, directors, officers, employees, shareholders, and agents and Owner shall be named as additional insureds on a primary and non-contributory basis with respect to its Commercial

General and Automobile Liability policies. Limits for the policies above may be satisfied through a combination of primary and excess policies.

10.4 To the fullest extent permitted by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery and subrogation against CLIENT and Owner, and their respective affiliates, directors, officers, employees, shareholders, and agents. All policies of insurance shall be endorsed to be primary.

10.5 In addition, VENDOR shall provide at least thirty (30) days prior written notice to CLIENT of any change, cancellation or expiration of any of the insurance policies required hereunder. In the event of any change, cancellation or expiration not acceptable to CLIENT, CLIENT may require that Engineer/Architect obtain replacement coverage at no additional cost to CLIENT.

11. CONTROLLING LAW/DISPUTE COSTS

11.1 This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes relating thereto shall be governed by, interpreted, construed and enforced in accordance with the laws of the state in which the Project is located.

11.2 In the event a dispute shall arise under or about this Agreement, then the prevailing party (defined as the one recovering or defending more than 50% of the claim) shall be entitled to recover from the non-prevailing party all costs, expenses and reasonable attorneys’ fees which may be incurred on account of such dispute.

11.3 The Parties hereby knowingly, voluntarily, and intentionally waive the right any of them have to a trial by jury with respect to any litigation based hereon, or arising out of, under or in connection with the Project or this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party.

12. SUCCESSORS AND ASSIGNS; SUBCONTRACTING

12.1 This Agreement shall be binding upon CLIENT and VENDOR and their respective partners, successors, heirs, assigns and legal representatives.

12.2 Neither Party shall assign or transfer any rights under or interest in this Agreement without the prior written consent of the other Party, provided however, Client may assign this Agreement to an affiliate. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

12.3 VENDOR may subcontract portions of the Project to subcontractors with the prior approval of

CLIENT. Neither VENDOR’s entering into contracts with subcontractors, nor CLIENT’s approval of any subcontractors shall relieve VENDOR of its obligations under this Agreement, and VENDOR shall be directly responsible for ensuring that the subcontractors are completely aware and comply with these requirements.

VENDOR agrees that it is as fully responsible to CLIENT for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by VENDOR.

13. PRIVILEGED INFORMATION

13.1 VENDOR agrees to keep confidential and not to disclose to any person or entity, other than

VENDOR’s employees, subconsultants and the general contractor and subcontractors, if appropriate, any data and information not previously known to and generated by VENDOR or furnished to VENDOR by CLIENT. These provisions shall not apply if VENDOR receives a request to provide information or data or an order is issued by a court, administrative agency or other authority with proper jurisdiction, provided that VENDOR shall give CLIENT prompt notice to intervene or take action to protect the information or data. CLIENT agrees that the technical methods, techniques and pricing information contained in any proposal submitted by VENDOR pertaining to the

Project or in this Agreement or any Work Order, are to be considered confidential and proprietary, and shall not be released or otherwise made available to any third party without the express written consent of VENDOR.

Notwithstanding the foregoing, all data and information from VENDOR shall be subject to open records requests under applicable law.

13.2 VENDOR agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, without first notifying CLIENT and securing its consent in writing.

14. NONDISCRIMINATION

If applicable to this Agreement or the Project, Vendor shall abide by the requirements of 41 CFR §§

60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

15. CONTINGENCY FEES

VENDOR warrants that it has not employed or retained any company or person other than a bona fide employee working solely for VENDOR to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for

VENDOR any fee, commission, percentage, gift or any other consideration contingent upon or resulting from the award or making of this Agreement.

15.1 CLIENT Code of Conduct. CLIENT’s Code of Business Conduct (“Code of Business Conduct”) is available for review at http://www.compass-usa.com/mission-vision/. VENDOR hereby acknowledges that it has read the Code of Business Conduct and shall act at all times consistently with the terms thereof. CLIENT shall have the right, in their sole and absolute discretion, to immediately terminate this Agreement for cause in the event of any violation of the Code of Business Conduct by VENDOR.

16. FORCE MAJEURE

Should Services be delayed at any time during the period of this Agreement due to changes ordered in the

Services by CLIENT, by fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond VENDOR’s control, or by other causes which the

CLIENT determines may justify the delay, then an extension for performance of this Agreement may be granted to

VENDOR by CLIENT through written mutual agreement.

17. PERSONNEL

17.1 At all times during the performance of the Services, VENDOR shall keep, and cause to be kept, a sufficient number of skilled engineers, architects, draftsmen and other appropriately skilled personnel necessary to perform and complete each part and portion of the Projects. CLIENT shall have the right to direct VENDOR to remove any individual whether an employee of VENDOR or of a subcontractor performing the Services.

17.2 VENDOR shall perform background checks on all personnel performing Services under this

Agreement at the Owner’s facilities according to CLIENT’s requirements and any additional site specific http://www.compass-usa.com/mission-vision/ requirements of Owner, including a minimum county level criminal records searches seven years from date of hire, National Sex Offender searches, Social Security traces, employment history verifications, and, if applicable, professional or trade license verifications. VENDOR shall comply with all Federal, State and local employment and immigration laws, terms, provisions, regulations and rulings and any person assigned to perform Services hereunder. Upon receipt of a written request from CLIENT or Owner, VENDOR shall certify in writing as to

VENDOR’s compliance with the above personnel requirements.

18. NOTICES

Any and all notices required or authorized to be given pursuant to this Agreement shall be given in writing and either hand-delivered, sent by overnight courier service or sent by certified or registered mail, postage prepaid, and return receipt requested, as follows:

If to CLIENT: Southeast Service Corporation

1225 E Weisgarber Rd., Ste 200

Knoxville, TN 37909

Attention: Legal Contracts Manager

With a copy to:

Southeast Service Corporation

2400 Yorkmont Road

Charlotte, NC 28217

Attention: Legal Counsel

If to VENDOR: [ ]

[ ][ ]Attention: [ ] with a copy to:

[ ][ ][ ]Attention: [ ]

19. ENTIRE AGREEMENT

This Agreement, together with any separately authorized Work Order issued hereunder, constitutes the entire and integrated Agreement between CLIENT and VENDOR and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may only be amended, supplemented, modified or canceled by written instrument signed by an authorized representative of each party.

20. SEVERABILITY

If any provision of this Agreement or any application thereof to any person or circumstance shall, to any extent, be invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby and each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

21. ACCESS TO RECORDS AND REPORTS

VENDOR shall maintain an acceptable cost accounting system. VENDOR agrees to provide the CLIENT, Owner or any of their duly authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to the specific contract for the purposes of making audit, examination, excerpts and transcriptions. VENDOR agrees to maintain all books, records and reports required under this contract for a period of not less than seven (7) years after final payment is made and all other pending matters are closed.

Each party shall bear its own costs incurred in connection with any such inspection or audit; provided however, if such audit reveals a pricing discrepancy of more than two percent (2%), Vendor shall reimburse CLIENT or Owner, as applicable, for the costs of such audit.

22. TERMINATION OF CONTRACT

22.1 The CLIENT may, by written notice, terminate this contract in whole or in part at any time, either for the CLIENT’s convenience or because of failure to fulfill the contract obligations. Upon receipt of such notice services shall be immediately discontinued (unless the notice directs otherwise) and all materials as may have been accumulated in performing this contract, whether completed or in progress, delivered to the CLIENT.

22.2 If the termination is for the convenience of the CLIENT, CLIENT shall pay for Services actually performed by VENDOR through the termination date. No amount shall be allowed for anticipated profit on unperformed services.

22.3 If the termination is due to failure to fulfill VENDOR’s obligations, the CLIENT may take over the work and prosecute the same to completion by contract or otherwise. In such case, VENDOR shall be liable to the CLIENT for any additional cost occasioned to the CLIENT thereby.

22.5 The rights and remedies of the CLIENT provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

22.6 If the Project is suspended for more than thirty (30) consecutive days, VENDOR shall be compensated, as provided herein, for Services performed through receipt of written notice of such suspension.

23. WARRANTIES; PERFORMANCE.

VENDOR:

(a) shall perform its Services with care, skill, and diligence and shall perform in accordance with the applicable professional and technical standards currently recognized by

VENDOR’s profession as well as all applicable licenses, codes, laws, ordinances, regulations and permits.

(b) shall be responsible for the professional quality, technical accuracy, completeness and coordination of all reports, designs, drawings, plans, information, specifications, and other items and Services to be furnished under this Agreement.

(c) warrants that it, its employees, agents, subcontractors and assigns possess all requisite licenses and permits for their profession.

(d) hereby represents and warrants to CLIENT each of the following: (i) no one other than VENDOR, VENDOR’s employees, and CLIENT will produce any and all of the Work

Product; (ii) VENDOR is not and never was a party to any license, agreement or arrangement which would prevent or adversely affect VENDOR’s full performance of this Agreement; (iii) use of any or all of the

Work Product in whole or in part will not infringe on any proprietary right(s) of any natural person(s), entity or entities; and (iv) all of the Work Product is or will be new and original to VENDOR or otherwise exists in the public domain.

If VENDOR, or its employees, agents, subcontractors, or assigns (i) fails to meet the above stated warranty including applicable professional standards or misrepresents its qualifications or those of its employees, agents, subcontractors and assigns or (ii) performs Services or provides Work Product that, in the sole discretion of CLIENT, is deficient or non-conforming, VENDOR shall, without additional compensation, re-perform its deficient or non-conforming Services to the reasonable satisfaction of CLIENT and

OWNER, or at CLIENT’s sole discretion, CLIENT may re-perform (either by using another VENDOR or self-performing) such Services and invoice VENDOR such costs or offset such costs from amounts owed VENDOR.

24. LICENSING AND CODES

24.1 Licensed Engineers/Architects. VENDOR shall ensure that individuals connected with

VENDOR, or other engineering consultants, shall perform their work under the supervision of a professional engineer/architect duly licensed by the state in which the Project is performed. All drawings and documents required by applicable laws and codes to be stamped by a professional engineer/architect will be stamped by a professional engineer/architect duly licensed by the state in which the Project is performed.

24.2 Engineer/Architect License. Engineer/Architect shall maintain, and shall require all subcontractors to maintain applicable contractor’s licenses as required by law or regulation in the state in which the Project is performed and all required insurance as set forth above. Copies of the all such

VENDOR’s licenses shall be made available upon request.

25. RELEASE OF MECHANIC’S LIENS.

To the full extent permissible by applicable local law, VENDOR hereby waives for himself, its successors in interest and assigns, and shall require such a waiver from all subcontractors, their successors in interest and assigns, any and all claim or right of lien upon CLENT’s or Owner’s property for the performance of Services hereunder. VENDOR shall execute and deliver such documents, if any, as may be required under any local law to make the foregoing agreement effective and shall give all required notices to subcontractors with respect to the foregoing waiver.

26. APPLICABILITY OF RESOLUTION PROCEDURES.

26.1 Except for matters requiring immediate injunctive relief, all claims, disputes or other matters in question between the Parties hereto arising out of or relating in any way to this Agreement (a

“Dispute”) will be resolved by pursuant to this Section 26.

26.2 Management Discussions. The Parties agree to make a diligent, good-faith attempt to resolve all Disputes. If VENDOR’s Authorized Representative and CLIENT’s Authorized Representative are unable to resolve a Dispute arising under this Agreement within ten (10) days after notice from one

Party to the other, such Dispute will be submitted promptly to the senior executive officers of the Parties, who will meet, in person (at a mutually agreed location) or by telephone, not later than ten (10) days after the date such Dispute was submitted to them. In the event that the officers cannot resolve the Dispute within ten (10) business days after the matter is submitted to them, then, unless otherwise agreed, the

Parties will refer such Dispute to arbitration proceedings under Section 26.3 (Arbitration).

26.3 Arbitration. If the Parties cannot resolve the dispute under Section 26.2 above, the dispute shall by settled by binding arbitration by the American Arbitration Association (“AAA”) in Texas, in accordance with the Supplementary Rules of the AAA currently in effect. Judgment upon any award of the arbitrator may be entered in any court having jurisdiction thereof (such judgment to include an award of reasonable attorneys’ fees and expenses, including the expense of arbitration, to the prevailing party).

26.4 Obligations Continue. Notwithstanding the existence of any Dispute hereunder, the Parties will continue to perform their respective obligations under this Agreement unless the Parties otherwise mutually agree in writing.

26.5 Injunctive Relief. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement is intended to, nor shall it, prevent the Parties from seeking injunctive relief at any time as may be available under law or in equity.

26.6 Survival. The provisions of this Section 26 will survive the termination of this Agreement.

27. COUNTERPARTS

This Agreement may be executed in two or more counterparts, each of which may be executed by one or more of the Parties hereto, but all of which, when delivered and taken together, shall constitute but one Agreement binding upon all of the Parties hereto.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives, under seal, as of the day and year first above written.

d/b/a SSC Service Solutions

Signature: __________

Print Name:

Title:

Date: __________________________________

Signature:

Title:

Exhibit A Form of Work Order

WORK ORDER NO._[________]

PROJECT NAME: [________________________]

The Vendor agrees to furnish all necessary management, supervision, labor, materials, supplies, equipment, plant, services, sundries, appurtenances, engineering, diligently and fully perform the Project described as follows and all in accordance with the AGREEMENT FOR PROFESSIONAL SEVICES, dated , between Southeast Service Corporation d/b/a SSC Service Solutions and (“Vendor”). The Services shall commence on and be substantially complete on .

OWNER LOCATION:

PROJECT:

PRICING:

IN WITNESS WHEREOF, the parties hereto have executed this Work Order by their officers thereunto duly authorized, as of the last date of signature below.

Accepted and Agreed, Signature Signature

Print or Type Name Print or Type Name

Southeast Service Corporation [ ]

Title: _ Title: _________________________________

Date: _________________________ Date: _________________________________

Attachment A2

AGREEMENT FOR PROFESSIONAL SERVICES

THIS AGREEMENT FOR PROFESSIONAL SERVICES (this “Agreement”) is made as of the _____ day of __________, 20__ (the “Effective Date”), by and between Southeast Service Corporation d/b/a SSC Service

Solutions, with offices located at 2400 Yorkmont Road, Charlotte, NC 28217 (the “CLIENT”), as the designated representative of The Texas A&M University System (“Owner”) and [ ], a [ ] corporation with offices located at [ ] (“VENDOR”) (CLIENT and VENDOR are collectively referred to as “the Parties”).

WHEREAS, The VENDOR was awarded an agreement as a result of the Request for Qualifications for

Indefinite Delivery Indefinite Quantity for SSC Facilities Services at The Texas A&M University System, issued for (YEAR). All work awarded as a result of this (YEAR) RFQ shall be subject to the terms and conditions of this

Agreement.

IN CONSIDERATION of the mutual promises and covenants hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. RELATIONSHIP

For all work performed hereunder VENDOR is an independent contractor to CLIENT, and it shall not be deemed an employee, agent, partner or joint venture of CLIENT for any purpose.

2. PROVISION OF SERVICES/METHOD OF AUTHORIZATION

2.1 VENDOR shall provide those professional services as described in a separately authorized Work

Orders (the “Services”) in the form attached hereto as Exhibit A.

2.2 Any Work Order, when signed by the Parties, shall be incorporated into and form a part of this

Agreement. Each such Work Order shall contain a project description, a detailed scope of Services, project schedule, deliverables, compensation terms and special provisions or conditions specific to the Services or project being authorized (the “Project”). In the event of a conflict between this Agreement and any Work Order issued hereunder, the terms of the Agreement shall govern the provision of the particular Services or Project involved.

3. ADDITIONAL SERVICES; CHANGE ORDERS

3.1 Additional Services. VENDOR shall furnish work beyond the scope of the Services (hereinafter

“Additional Services”) as mutually agree upon by the parties. Before such Additional Services shall be rendered, the scope of such Additional Services and the compensation therefor shall be mutually agreed upon by either written amendment to this Agreement or by an additional or amended Work Order. Additional Services furnished by

VENDOR without written authorization by the CLIENT shall be furnished at VENDOR’s sole risk and expense.

3.2 Change Orders. CLIENT, without invalidating this Agreement, may request changes in a Project

(“Change Orders”). VENDOR shall provide Company with the impact of the potential change on the Project compensation and schedule within the time frame requested by CLIENT. Before such Change Orders shall be rendered, the scope of such Change Orders and the compensation therefor shall be mutually agreed upon by an amended Work Order.

4. PERIOD OF SERVICE

The term of this Agreement shall be from the Effective Date through __________, 20___. The Agreement shall automatically renew for additional one (1) year renewal terms, unless either party provides the other party at least sixty (60) days prior written notice of its intent to terminate the Agreement at the end of the term.

5. COMPENSATION AND METHOD OF PAYMENT

5.1 CLIENT shall compensate VENDOR for the Services, and mutually agreed upon Additional

Services as set forth in the applicable Work Order.

5.2 CLIENT shall pay any sales or similar tax levied by any governmental authority on professional or other services or materials provided under this Agreement, provided VENDOR shall not bill CLIENT for any taxes based upon VENDOR’s income.

5.3 VENDOR shall invoice CLIENT monthly for all Services rendered for the preceding month pursuant to this Agreement, and each invoice shall be due and payable within seventy-five (75) days of receipt by

CLIENT. CLIENT shall notify VENDOR in writing of any disputed amount contained on an invoice within thirty

(30) calendar days from the date of invoice. Each such invoice shall be submitted by VENDOR in e-Builder or to the address requested by CLIENT, and shall include: (i) an itemization of the specific Services provided by

VENDOR; (ii) the applicable date of delivery for all such work; (iii) for hourly work, an itemization of the hours worked and rates, if applicable, for which payment or partial payment is invoiced; (iv) the total invoice amount;

and (v) the location to which the goods and/or services have been delivered. If VENDOR is providing services to

CLIENT under more than one agreement, each such project shall be invoiced separately.

5.4 If CLIENT fails to make any undisputed payment due VENDOR for Services within thirty (30) days after the date of an invoice, VENDOR may, after giving thirty (30) days written notice to CLIENT, suspend

Services under this Agreement until VENDOR has been paid in full all undisputed amounts due for Services.

Vendor acknowledges and agrees that a condition precedent to CLIENT’s payment of compensation to Vendor is

CLIENT’s receipt of funds from Owner for purposes of remitting payment to Vendor and/or authorization from

Owner to remit payment to Vendor. Vendor shall have no personal recourse against CLIENT for payment of compensation hereunder other than against funds received by CLIENT from Owner for purposes of paying Vendor.

CLIENT will have no obligation to pay any charges or expenses that Vendor fails to invoice CLIENT within sixty

(60) days after the charges or expenses were incurred.

6. AUTHORIZED REPRESENTATIVE

6.1 VENDOR’s authorized representative for this Project is the Project Manager as designated in writing to CLIENT (“VENDOR’s Authorized Representative”). All matters and correspondence pertaining to the

Project, including submittal of monthly invoices, will be through VENDOR’s Project Manager.

6.2 Upon execution of this Agreement, CLIENT will designate CLIENT’s authorized representative for the Project (“CLIENT’s Authorized Representative”) and convey the name of CLIENT’s Authorized

Representative to VENDOR in writing. CLIENT’s Authorized Representative shall act on behalf of CLIENT on all matters pertaining to this Project. All matters and correspondence to CLIENT pertaining to the Project will be addressed through CLIENT’s Authorized Representative.

6.3 VENDOR’s Project Manager shall not be changed without prior written notice to CLIENT.

7. VENDOR’S RETENTION AND ACCESS TO RECORDS

VENDOR shall maintain for a period of at least ten (10) years following completion of the Services all the documents, deliverables, records (including cost records), design calculations, notes and emails related to the

Project or VENDOR’s performance hereunder. Upon CLIENT’s written request, VENDOR shall provide a copy of the requested records.

8. USE OF DOCUMENTS AND ELECTRONIC DELIVERABLES

8.1 Ownership of Services/Documents. All drawings, plans, specifications, calculations, reports and other documents prepared by VENDOR under this Agreement shall become the property of

CLIENT as a “work made for hire.” Whether or not protected or capable of protection under the law of copyrights, trademarks, patents or trade secrets, the results of all Services performed by VENDOR pursuant to this Agreement (collectively referred to herein as the “Work Product”) shall upon creation become the property of Owner, and all evidence thereof shall, without any additional compensation to

VENDOR, become the property of Owner. Owner shall have full and complete ownership rights to use, license and sell any and all of the Work Product in any manner determined by Owner in Owner’s sole and exclusive discretion.

8.2 Additional Documents. Should Owner desire to apply for or secure any copyright, trademark or trade name registration(s) or patent(s) on or related to any part(s) or all of the Work Product, VENDOR will assist in securing such protection without any further compensation to VENDOR. To such end or for the purpose of assigning, transferring, granting, conveying and confirming all or any part(s) of the Work Product to Owner, VENDOR will execute such further assignments of rights, affidavits or other documents as Owner deems appropriate or necessary. All of the Work Product capable of copyright protection as Services made for hire is hereby deemed to be such for Owner. If by law any or all of the Work Product is not “work made for hire,” VENDOR agrees to assign and transfers and does hereby assign and transfer all right, title and interest in and to the copyright(s) in such Work Product to

Owner.

8.3 Infringement. VENDOR shall, at its own expense: (i) defend any suit or proceeding brought against Owner or CLIENT based on an allegation that all or any portion of the Services supplied hereunder (including the Work Product), or use thereof for its intended purpose, constitutes an infringement of any claim of any patent, copyright, trademark, trade secret, or other intellectual property rights provided CLIENT and/or Owner promptly notifies VENDOR in writing, (ii) pay all damages and costs, including reasonable attorneys’ fees through the final appeal, awarded in any suit or proceeding, or agreed to by the Parties in settlement, (iii) indemnify CLIENT and/or Owner against reasonable costs and expenses incurred by CLIENT and/or Owner, including the above and those for providing information and assistance to VENDOR for the defense of such suit or proceeding or the settlement of such claims, and (iv) at CLIENT and/or Owner’s option, and at no cost to CLIENT and/or Owner, procure for CLIENT and/or Owner the right to continue using the infringed services, or portion thereof, replace all that infringes with substantially equivalent non-infringing replacements, or modify same to be non-infringing, if there is infringement or contributory infringement of a third party by CLIENT and/or

Owner’s use of the infringed services acquired from VENDOR hereunder, and use of same by CLIENT and/or Owner is enjoined.

8.4 Any modification of the Project deliverables hereunder or their reuse on another project by

CLIENT without the approval of VENDOR shall be at CLIENT’S sole risk and without liability to VENDOR.

8.5. Files in electronic format that are furnished by one Party to the other are furnished only for convenience and not for reliance by the receiving party, unless otherwise agreed in writing.

9. LIMITATION OF LIABILITY; INDEMNIFICATION

9.1 CLIENT’s and Owner’s total liability for damages, or otherwise, with regards to any obligations/responsibilities for a Project herein shall not exceed the amount paid to VENDOR for such Project. IN

NO EVENT WILL CLIENT OR OWNER BE LIABLE TO VENDOR FOR INDIRECT, INCIDENTAL,

CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION, ANY

CLAIM FOR DAMAGES BASED ON LOST REVENUES OR PROFITS, HOWEVER CAUSED OR UNDER

ANY THEORY OF LIABILITY.

9.2 VENDOR shall indemnify and hold CLIENT and its directors, officers and employees harmless from any and all damages, liabilities, suits, actions, claims, demands and judgments to the extent resulting from any acts, errors or omissions or breach of contract of VENDOR or its subconsultants relative to this Agreement.

10. INSURANCE

10.1 VENDOR shall maintain, the following insurance coverage during the performance of its Services under this Agreement:

Workers’ Compensation

Employer’s Liability (Including Longshore and Harbor Workers Act

Coverage, if applicable)

Statutory

$1M

$1M

$1M

Commercial General Liability (including contractual and fire damage)

General Aggregate

Products-Comp/OP Aggregate

Personal and Advertising Injury

Each Occurrence

Damage to Premises

$1M

$1M

$1M Automobile Liability (any auto, hired autos and non-owned autos)

Bodily Injury and Property Damage

$1M CSL

Professional Liability Insurance (including errors and omissions and

Expanded Pollution Coverage)

Per Claim

Aggregate

Umbrella/Excess Insurance $5M

10.2 VENDOR shall provide the CLIENT with a Certificate of Insurance indicating that the above-described coverages are in effect, if requested. VENDOR’s insurance shall either cover all Services provided by its subcontractors or VENDOR shall require its subcontractors to carry all insurance required under this Agreement.

All such insurance shall operate independent and apart from VENDOR’s indemnification obligations hereunder, and the insurance requirements herein shall not be deemed a limit on VENDOR’s liability or obligations and are not to be considered as indicative of the ultimate amounts and types of insurance that VENDOR or any subcontractors may need to protect its own interests.

10.3 CLIENT and its affiliates, directors, officers, employees, shareholders, and agents and Owner shall be named as additional insureds on a primary and non-contributory basis with respect to its Commercial

General and Automobile Liability policies. Limits for the policies above may be satisfied through a combination of primary and excess policies.

10.4 To the fullest extent permitted by law, all insurance policies shall contain provisions that the insurance companies waive the rights of recovery and subrogation against CLIENT and Owner, and their respective affiliates, directors, officers, employees, shareholders, and agents. All policies of insurance shall be endorsed to be primary.

10.5 In addition, VENDOR shall provide at least thirty (30) days prior written notice to CLIENT of any change, cancellation or expiration of any of the insurance policies required hereunder. In the event of any change, cancellation or expiration not acceptable to CLIENT, CLIENT may require that Engineer/Architect obtain replacement coverage at no additional cost to CLIENT.

11. CONTROLLING LAW/DISPUTE COSTS

11.1 This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes relating thereto shall be governed by, interpreted, construed and enforced in accordance with the laws of the state in which the Project is located.

11.2 In the event a dispute shall arise under or about this Agreement, then the prevailing party (defined as the one recovering or defending more than 50% of the claim) shall be entitled to recover from the non-prevailing party all costs, expenses and reasonable attorneys’ fees which may be incurred on account of such dispute.

11.3 The Parties hereby knowingly, voluntarily, and intentionally waive the right any of them have to a trial by jury with respect to any litigation based hereon, or arising out of, under or in connection with the Project or this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either party.

12. SUCCESSORS AND ASSIGNS; SUBCONTRACTING

12.1 This Agreement shall be binding upon CLIENT and VENDOR and their respective partners, successors, heirs, assigns and legal representatives.

12.2 Neither Party shall assign or transfer any rights under or interest in this Agreement without the prior written consent of the other Party, provided however, Client may assign this Agreement to an affiliate. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.

12.3 VENDOR may subcontract portions of the Project to subcontractors with the prior approval of

CLIENT. Neither VENDOR’s entering into contracts with subcontractors, nor CLIENT’s approval of any subcontractors shall relieve VENDOR of its obligations under this Agreement, and VENDOR shall be directly responsible for ensuring that the subcontractors are completely aware and comply with these requirements.

VENDOR agrees that it is as fully responsible to CLIENT for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them as it is for the acts and omissions of persons directly employed by VENDOR.

13. PRIVILEGED INFORMATION

13.1 VENDOR agrees to keep confidential and not to disclose to any person or entity, other than

VENDOR’s employees, subconsultants and the general contractor and subcontractors, if appropriate, any data and information not previously known to and generated by VENDOR or furnished to VENDOR by CLIENT. These provisions shall not apply if VENDOR receives a request to provide information or data or an order is issued by a court, administrative agency or other authority with proper jurisdiction, provided that VENDOR shall give CLIENT prompt notice to intervene or take action to protect the information or data. CLIENT agrees that the technical methods, techniques and pricing information contained in any proposal submitted by VENDOR pertaining to the

Project or in this Agreement or any Work Order, are to be considered confidential and proprietary, and shall not be released or otherwise made available to any third party without the express written consent of VENDOR.

Notwithstanding the foregoing, all data and information from VENDOR shall be subject to open records requests under applicable law.

13.2 VENDOR agrees that it shall make no statements, press releases or publicity releases concerning this Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information obtained or furnished in compliance with this Agreement, or any particulars thereof, without first notifying CLIENT and securing its consent in writing.

14. NONDISCRIMINATION

If applicable to this Agreement or the Project, Vendor shall abide by the requirements of 41 CFR §§

60-1.4(a), 60-300.5(a), and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

15. CONTINGENCY FEES

VENDOR warrants that it has not employed or retained any company or…