ESBD_File_353980_RFQ769-24-984AW - IDIQ Fire Code Plan Review and Inspection Services.pdf

Request for Qualifications

IDIQ-FIRE CODE PLAN

REVIEW AND INSPECTION

SERVICES

RFQ769-24-984AW

ISSUE DATE

March 21,2024

University of North Texas System 001100 - 1 IDIQ Fire Code Plan Review/Inspection NOTICE TO DESIGNERS

DOCUMENT 001100

NOTICE TO DESIGN PROFESSIONALS

The University of North Texas System (UNTS) requests firm’s qualifications for Fire Code Plan Review and Inspection Services. Request for Qualifications (RFQ) allows UNTS to pre-qualify firms for specific Professional Services. UNTS intends to select a firm(s) as a result of the RFQ. In order to assist with new projects, UNTS will assess the selected firms on a qualifications basis as necessary for a given project.

The firm’s submittal to the RFQ will be the basis of determining qualifications to perform the professional services.

Sealed qualifications for RFQ769-24-984AW will be received by the UNTS up to 2:00 p.m. CDT on April 23, 2024.

Qualifications can be Submitted electronically through the Jaggaer web link at:

https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS.

You will need a user name and password to access the site. Please be sure to register as a new user PRIOR to attempting to submit your response electronically in order to become familiar with the site.

Project Description

The scope of an agreement will include reviewing building plans during design and construction document phases, compliance with building and life safety codes, building code interpretations, License and ICC Certifications of the building and other professional services related to Fire Code Plan Review and Inspection Services for UNTS facilities and its component institutions.

Questions

Questions concerning this proposal should be directed to:

Aurika Weaver-White, Construction Solicitation Coordinator Aurika.Weaver-White@untsystem.edu

All questions must be received no later than 2:00p.m. CDT on April 8, 2024. All questions and answers will be posted to the website by 5:00p.m. CDT on April 10, 2024.

The UNTS may in its sole discretion respond in writing to questions concerning this RFQ. Only the UNTS’s responses made by formal written Addendum to this Proposal shall be binding and shall be posted on the UNT System website located at https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php. Oral or other written interpretations or clarifications shall be without legal effect.

Online - Respondents can view bid documents at Electronic State Business Daily (http://www.txsmartbuy.com/sp) or at the UNT System website https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php and the UNTS Jaggaer website https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS.

Historically Underutilized Business (HUB)

It is the policy of the Owner to promote and encourage contracting and subcontracting opportunities for HUB in all contracts. When a qualified firm is selected for a project, the firm will be required to provide a HUB Subcontracting Plan (HSP) for the intended subcontracting opportunities for the project. The HSP must be submitted along with the proposal for the project. This applies to all projects, regardless of size or scope, awarded via this IDIQ.

https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS mailto:Aurika.Weaver-White@untsystem.edu https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php http://www.txsmartbuy.com/sp https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php

ISSUE DATE

March 21,2024

University of North Texas System 001100 - 2 IDIQ Fire Code Plan Review/Inspection NOTICE TO DESIGNERS

All subcontracted work whether identified by the Owner or not, is required to be identified in the HSP. The Plan should reflect all subcontracting opportunities to be utilized in this project and can be found online at (http://www.window.state.tx.us/procurement/prog/hub/hub-forms/hub-sbcont-plan--allfms.pdf) A HUB Subcontracting Plan is NOT required with your response to this RFQ.

The Owner is not bound to accept any of the RFQ responses if they are not in its best interest, as determined by the Owner. The Owner reserves the right to: (a) enter into agreements or other contractual arrangements for all or any portion of the Scope of Work set forth in this Proposal with one or more respondents; (b) reject any and all offers and re-solicit offers; or (c) reject any and all offers and temporarily or permanently abandon this procurement, if deemed to be in the best interest of the Owner.

END OF SECTION

http://www.window.state.tx.us/procurement/prog/hub/hub-forms/hub-sbcont-plan--allfms.pdf http://www.window.state.tx.us/procurement/prog/hub/hub-forms/hub-sbcont-plan--allfms.pdf

ISSUED DATE

March 21, 2024

University of North Texas System 002400 - 1 IDIQ Fire Code Plan Review/Inspection REQUEST FOR QUALIFICATIONS

DOCUMENT 002400

SCOPE FOR QUALIFICATIONS

The University of North Texas System (UNTS) subsequently referred to as the Owner, requests firms’ qualifications for Fire Code Plan Review and Inspection Services for an Indefinite Delivery/Indefinite Quantity (IDIQ) Agreement. The IDIQ Request for Qualifications (RFQ) allows UNTS to pre-qualify firms for specific Professional Services. UNTS intends to select to contract with multiple vendors as a result of the RFQ. In order to assist with new projects, UNTS will assess the selected firms on a qualifications basis as necessary for a given project. The selected firms may be awarded projects that are managed by either UNTS or any of its component institutions. This is a solicitation for Professional Services for a single project or multiple projects over the period of three (3) years with two (2) additional one-year option periods.

Fire Code Plan IDIQ Contracts: Individual Service Order cap shall not exceed $300,000.00 Cumulative total, including any option years, shall not exceed $900,000.00

It is the intent of UNTS to select firms based on qualifications of the criteria required within the Evaluation Criteria section of this RFQ.

The firm’s response to the Request for Qualifications (RFQ) will be the basis of determining the qualifications to perform the professional services. Fire Code Plan Review and Inspection Services must be provided by professionals with the credentials outlined below as required by the Texas Higher Education Coordinating Board (THECB).

NOTE TO FIRMS WITH CURRENT IDIQ AGREEMENTS WITH UNT SYSTEM: If a firm selected for this IDIQ service currently has an IDIQ Agreement in place for another service, the current IDIQ will be canceled and a new Agreement for the awarded services will be executed. The Owner will no longer issue IDIQ contracts to a firm based on multiple services. Awarded firms will have the option to execute a new Agreement for the awarded service and cancel the existing Agreement or refuse the award and keep the existing Agreement.

IDIQ Professional Services

1. Scope of Services

A. The selected firm(s) will be responsible for the following services as appropriate for each project including:

• Review of building plans during the design and construction document phases

• Verification that construction documents comply with building codes

• Verification that construction documents comply with life safety codes

• Assistance with building code interpretations in dealings with outside parties

• Preparation of related life safety and code compliance reports and other related professional services relevant to UNTS facilities and its institutional components

• Provide License and ICC Certifications of the building and MEP inspection personnel

• Provide State of Texas Certification for Fire Inspection personnel

The selected vendor(s) or subcontractor(s) must be certified for each of the advertised required services categories listed in which those employees are intended to perform work. The Fire Code Plan Review and Inspection Services firm will be contractually obligated to the UNTS, and will become a member of the Project Team. The firm will perform "Fire Code Plan Review and Inspection" services to the UNTS, so no conflict of interest shall exist between the Fire Code Plan Review and Inspection firm and other members of the Project Team.

University of North Texas System 002400 - 2

Firms will be selected based on qualifications. An hourly rate schedule will be negotiated for services, by job classification, with the selected firms. The schedule will include profit and overhead for anticipated services. In addition, a maximum surcharge of sub-consultant services will be included in the schedule.

These prices are to be held for the entire term of the contract, including any extended renewal years. No escalation will be considered during the term of the contract. When a qualified firm is selected for a project, the firm will be required to provide a proposal for the project based on the hourly rate schedule costs in the IDIQ contract.

B. At times, the individual service order issued per this contract may also require additional services to complete the project and any other related professional and technical services.

C. The selected firms should adhere to the applicable campus master plan guidelines and work within the campus design vocabulary. The master plan documents for UNT, UNT at Frisco, HSC, and UNT Dallas can be found at https://www.untsystem.edu/offices/strategic-infrastructure/campus-plans.php .

Submission Requirements

The responses should address each of the following areas in the same order in which they are set forth below:

1. Firm Data

A. General Qualifications

B. Name and Address(es) of each key sub-consultant firm proposed for the team

C. Firm profile, i.e.:

i. Length of time performing services

ii. Type of firm (Partnership, Professional Corporation, etc.)

iii. Firm history

iv. Firm size (professionals by discipline), current and one (1) year ago

v. Areas of specialty/concentration: Focus on any previous IDIQ contract or program work the firm has performed and types of individual projects.

vi. Firm Age

vii. Biography including education, training experience and licensure engineers who will provide services to the UNTS.

D. Statement of current workload and ability of firm to respond to UNTS requests for services in a timely manner including typical response times within the past twelve (12) months.

2. Description of the Team:

Responses should include all key team members and sub-consultants for Fire Code Plan Review and Inspection Services.

A. Identification of the single point of contact for the Fire Code Plan Review and Inspection Services team to include name, email address, and phone number

B. Identification of key personnel to be assigned to the team

C. Organizational chart illustrating reporting lines, responsibilities, names, and titles for key participants proposed by the firm https://www.untsystem.edu/offices/strategic-infrastructure/campus-plans.php

University of North Texas System 002400 - 3

D. Resumes for each key individual proposed to be on the team and identification of that person’s role, number of years with prime firm. Also include definition of that person’s role in each stage of the process.

List any education, registrations that may be relevant.

Relevant Experience and Capabilities

1. Relevant experience and capabilities will be assessed through a review of Fire Code Plan Review and Inspection management process and or procedures of similar programs or contracts. Provide detailed data for similar contracts or programs, highlighting no more than five (5) projects of various types.

Highlight projects on which the firm and team members have been involved in providing services and which best illustrate current experience and capabilities relevant to the IDIQ. For each contract or program, please provide the following information:

A. Project name and location

B. Brief project description, including:

i. Sample of individual projects assigned under the contract or program

ii. Range of size and scope of individual projects or assignments

C. Owner’s name, address, contact person, email address, and telephone number

D. Description of professional services that the firm provided for the project.

E. Identification of proposed personnel involved in the submitted project, along with explanations of their role in that project(s).

F. Provide references for the projects listed. The references should include Owner’s name and Owner’s representative who serves as day-to-day liaison during fire code plan review and inspection services.

G. Construction Cost Data

a. Cap amount of similar services contract ($) - Total project cost

b. Annual volume amount of services ($/yr) - Total construction cost

c. Term of contract (years) - Total project duration

2. Previous or current IDIQ contract experience:

i. Owner’s name and contact information

ii. Cap amount of similar services contract ($)

iii. Annual volume amount of services ($/yr)

iv. Term of contract (years)

3. For all other projects relevant to the project scope and for each member of the Fire Code Plan Review and

Inspection Team (as appropriate), provide a list of assignments/project names, specific project sizes, assignment/project dates, and owner contact information which further illustrates experience and capabilities relevant to this IDIQ.

University of North Texas System 002400 - 4

4. Approach: The exact type or size of projects is not able to be determined at this time but University structures include, but are not limited to, academic spaces, residence halls, athletic facilities, research laboratories, dining facilities, historic buildings, etc. and related infrastructure. Responses may demonstrate the respondent’s qualifications for specific types of structures or multiple types. This information will be reviewed as a part of the evaluation process for this RFQ regarding your firm’s approach toward projects. For selected firms, this information will be reviewed when selecting a firm for an IDIQ Service Order for a project.

A. Most pertinent consideration in and IDIQ type of contract – State briefly what the team believes to be the most pertinent consideration(s) and challenge(s) that must be addressed in delivering services, assignments of this type. Clarifying sketches, diagrams, analysis, or other tools that will help illustrate the team’s points may be included.

B. Indicate the technical services performed.

C. Methods of team Organization and Communication – Discuss how the firm would coordinate the development of Fire Code Plan Review and Inspection solutions, the production of Fire Code Plan Review and Inspection reports and Fire Code Plan Review and Inspection Activities, and construction administration. Be specific with regard to internal and external communications, quality control, specification format, and responsible individuals including their location (e.g., on-site or specific office). Also discuss the firm’s commitment to attending scheduled project meetings upon request by UNTS.

D. Experience with and/or ability to work within an interactive review process. Present how the proposed team has performed on past projects or contracts of this type in which key project decisions were provided by this process.

E. Discuss your firm’s experience with sustainable Fire Code Plan Review and Inspection projects.

F. Indicate the availability of personnel and management strategies the firm would employ to respond to a critical situation which might require an emergency response quicker than the twenty-four (24) hour period.

Historically Underutilized Businesses (HUB)

It is the policy of the Owner to promote and encourage contracting and subcontracting opportunities for HUB in all contracts. Specific sub-contracting opportunities will be dependent on each project. When a qualified firm is selected for a project, the firm will be required to provide a HUB Sub-Contracting Plan (HSP) for the intended sub-contracting opportunities for the project. The HSP must be submitted along with the proposal for the project. This applies to all projects, regardless of size or scope, awarded via this IDIQ. A HSP is NOT required with this submission.

Firms are encouraged to contact Rosa Violante or Sony Simon at hub@untsystem.edu with questions regarding completing the HSP. Additional information can also be found at the Texas Comptroller for Public Accounts website at http://www.window.state.tx.us/procurement/prog/hub/hub-forms/.

Contract

Attached is a copy of the templated IDIQ Contract, which is substantially similar in form, that will be utilized by all qualified firms. This is for informational purposes only. Responding firms should carefully review this contract before submitting qualifications. It is the Owner’s intention to present all firms with the same IDIQ Contract. Proposed IDIQ Contract modifications will not be considered or accepted by the Owner.

mailto:hub@untsystem.edu http://www.window.state.tx.us/procurement/prog/hub/hub-forms/ http://www.window.state.tx.us/procurement/prog/hub/hub-forms/

University of North Texas System 002400 - 5

Selection Process/Description of Process

The selection process starts after the RFQ is posted on the Electronic State Business Daily on the date listed in Selection Schedule. Following this stage, the selection process is as follows:

1. Qualifications are due on or before 2:00p.m. (CDT) on April 23, 2024. Responses must be limited to no more than twenty-five (25) pages. Covers, table of contents and divider tabs will not count as pages, provided no additional information is included on those pages. Cover letter will not count as part of the twenty-five (25) pages as long as the cover letter does not include information on how the work will be performed. All documents should be portrait style, and submitted in 8 1/2” X 11” page size. Responses received that are late or exceed the number of pages listed above will not be accepted. QR codes are not allowed as part of your response and may dis-qualify your response. Please submit your response through the Jaggaer link at:

https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS.

In order to submit proposals electronically, Proposer must have a working, registered vendor username and password to login. If this is the first time Proposer has attempted to submit a response electronically, please register at: https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS

Proposers are highly encouraged to ensure you have a working login in advance of the submission deadline.

Proposer is responsible for ensuring it has the technical capability to submit its proposal via electronic submission.

Browser requirements: Chrome

Proposer shall be solely responsible for ensuring timely submission of the Proposal.

UNTS is not responsible for equipment or software failure, internet or website downtime, corrupt or unreadable data, or other technical issues that may cause delay or non-delivery of a Proposal of inaccessibility submitted data.

Proposers are highly encouraged to prepare and allow for sufficient time to familiarize themselves with the electronic submission requirements and to address any technical or data issues Prior to the Proposal due date and time. Hand Delivered, Email or faxed responses will not be accepted.

2. The Owner may conduct formal interviews.

3. The top-ranked firm(s) will be notified on or about the date listed in Selection Schedule.

4. The Owner expects to reach a contractual agreement with the top-rated firm(s) shortly after notification. All documents related to this project shall be and become the property of the Owner.

5. The Owner reserves the right to reject any or all qualifications at any point during this selection process for any reason.

6. The Owner understands the value of conducting de-briefing meetings with firms that are not selected, however, Owner does not have the resources to accommodate these requests. A written response can be provided upon request.

mailto:https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS.

University of North Texas System 002400 - 6

Selection Schedule Summary

The schedule for selection is as follows:

RFQ posted on the Electronic State Business Daily 3/21/2024 Qualifications received no later than 4/23/2024 @ 2:00p.m.

HSP received no later than Not Applicable Notify selected firm(s) on or about May/June 2024 Approved Contract June 2024

The Owner may choose not to conduct interviews. The selected firm(s) will be notified by the Owner that they are top ranked and contract negotiations will begin.

Additional information and amendments will be posted on:

• Texas Smart Buy at: http://www.txsmartbuy.com/esbd

• UNT System Procurement at: https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php

• as well as Jaggaer site at: https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS

Evaluation Criteria

Firms will be selected on the basis of experience and qualifications using the following criteria (many of the criteria are subjective):

1. Relevant successful experience will be evaluated on the basis of the experience of those key individual(s) named to the project team for projects. Demonstrated successful experience in other projects/programs of similar character to this IDIQ program that best meets the intent of these criteria.

2. Firm performance and quality of past and current projects as included in response, including demonstrated success in delivering projects with aggressive schedule or implementation of phasing requirements.

3. Current capabilities will be evaluated on the basis of the experience and capacity (current workload and availability) of the individuals assigned to the team.

4. Project Management Procedures and the process of Fire Code Plan Review and Inspection will be evaluated based upon the information presented in this RFQ. In addition, the quality assurance process, specific project approach (work plan/schedule) and technical support capabilities will be reviewed.

5. Quality and responsiveness of the RFQ submittal – if applicable, the interview.

6. Local representation will be evaluated on the ability to respond quickly to issues during the duration of the contract and specific project.

Questions

Please address your questions concerning this RFQ to:

Aurika Weaver-White – Construction Solicitation Coordinator University of North Texas System Strategic Infrastructure Planning & Construction

Please submit solicitation questions to:

Aurika.Weaver-White@untsystem.edu http://www.txsmartbuy.com/esbd https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php mailto:Aurika.Weaver-White@untsystem.edu

University of North Texas System 002400 - 7

All questions must be received no later than April 8, 2024, at 2:00p.m. CDT. All questions and answers will be posted to the website by 5:00p.m. CDT, April 10, 2024.

The Owner may in its sole discretion respond in writing to questions concerning this RFQ. Only Owner’s responses made by formal written Addendum to this RFQ shall be binding and shall be posted on the UNT System website located at https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php as well as the Jaggaer site at https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=UNTS; State of Texas Electronic Business Daily (ESBD) http://www.txsmartbuy.com/esbd. Oral or other written interpretations or clarifications shall be without legal effect.

Do not contact any other individuals from the UNTS or it’s institutions or departments. This may result in disqualification.

END OF SECTION

https://finance.untsystem.edu/vendor-resources/bid-inquiry/bid-opportunities.php http://www.txsmartbuy.com/esbd

SAMPLE

IDIQ PROFESSIONAL SERVICES AGREEMENT Page 1 of 14

UNT SYSTEM-OGC APPROVED 8/9/2023-8/31/2025 {000048}

INDEFINITE DELIVERY INDEFINITE QUANTITY AGREEMENT

FOR

[SERVICE]

This Indefinite Delivery Indefinite Quantity Agreement (“IDIQ Agreement”) is entered into by the University of North Texas [System or Institution Name] (“Owner”) and [Firm Name] (“Professional”) in relation to minor construction, repair, rehabilitation, or alteration projects of limited scope, with such Services to be performed on an indefinite delivery indefinite quantity basis as requested by the Owner in accordance with this IDIQ Agreement. The Effective Date of this Agreement shall be the date of last signature by the Parties hereto.

ARTICLE I

BASIC PROVISIONS

Professional Name: [Firm Name]

Services: [Service]

RFQ Number: [RFQ Number]

The terms and conditions of the RFQ are incorporated herein for all purposes.

Agreement Term: [Term 36 months from effective date of August 10, 2024]

Renewal Term: [Renewal : include "upon mutual written agreement"]

Maximum Cost of Service Order: Not to exceed Three Hundred Thousand ($300,000.00)

Maximum Value of IDIQ Agreement: Not to exceed Nine Hundred Thousand (900,000.00) for the term and any renewal terms

This IDIQ Agreement incorporates by reference the Uniform General Conditions (“UGC”) for all purposes. This IDIQ Agreement supersedes all prior IDIQ Agreements, written or oral, between Professional and Owner and shall constitute the entire agreement and understanding between the parties with respect to the services described herein. In the event of a conflict between the terms and conditions of this IDIQ Agreement, the UGC and the Owner’s RFQ, the terms of this

IDIQ PROFESSIONAL SERVICES AGREEMENT Page 2 of 14

UNT SYSTEM-OGC APPROVED 8/9/2023-8/31/2025 {000048}

IDIQ Agreement shall control, followed by the terms and conditions of the UGC, then the Owner’s

RFQ.

ARTICLE II

DEFINITIONS

2.1 The terms, words and phrases used in this Agreement and throughout the Contract

Documents are in addition to the definitions given in the UGC.

2.2 “Service Order” is the contractual instrument issued by Owner to the Professional under this

IDIQ Agreement, which sets forth the services to be provided by the Professional on a particular project. Each Service Order issued by Owner shall include a Statement of Work, performance time and negotiated price for such work not to exceed rates in Exhibit A. An individual Service Order shall become in effect, a fixed-price agreement when the Purchase Order and Notice to Proceed (NTP) is issued. The completed NTP authorizes the Professional to begin work under that Service Order.

2.3 “Statement of Work” is a description of specific work to be performed by the Professional as negotiated by Owner and Professional, which shall contain sufficient detail to determine the scope of work and services to be provided by the Professional on a particular project and time for performance. The work described in a Statement of Work shall be ordered through an associated Service Order.

ARTICLE III

SERVICE ORDER PERFORMANCE

3.1 Professional shall furnish all of the services described in a Service Order issued hereunder. All such services shall be in accordance with and shall conform to the type of services requested under the RFQ applicable to this IDIQ Agreement.

3.2 The Owner shall provide a NTP to the Professional, in which a date shall be set for commencement of performance of services under a Service Order. The Professional shall complete the work by the date specified in the Service Order. A completion date may be extended by amendment approved in writing by Owner.

3.3 No Service Orders may be issued after the expiration of the Agreement Term or any subsequent Renewal Term. For work in progress pursuant to a Service Order placed prior to the expiration of the Agreement or Renewal Terms, or for any unfinished or defective work, or warranty or indemnity obligations, the terms of this IDIQ Agreement shall remain in full force and effect.

3.4 The Owner makes no representations regarding the amount or type of services, if any, that the Professional will be asked to provide to Owner during the term of this IDIQ Agreement. It is expressly understood that the Owner is under no obligation to request any services from the Professional and no minimum amount of work is required or contemplated under this IDIQ Agreement. All service requests under this IDIQ Agreement will be made by the Owner on an as-needed basis and shall be subject to future agreement on the scope of the work and the fee as set forth in a Service Order.

ARTICLE IV

IDIQ PROFESSIONAL SERVICES AGREEMENT Page 3 of 14

PROFESSIONAL RESPONSIBILITIES

4.1 Professional agrees to use Professional’s best efforts, skill, judgment, and abilities so as to perform services provided under any Service Order in an expeditious and timely manner to the level of competency presently maintained by practicing professionals in the same type of work in the State of Texas.

4.2 Professional agrees to perform services provided under any Service Order in compliance with all applicable national, federal, state, municipal, and State of Texas laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction over a project related to such services.

4.3 Services provided by Professional under any Service Order shall be reasonably accurate and free from material errors or omissions. Professional shall promptly correct any known or discovered error, omission, or other defect in the reports or other services provided by Professional without any additional cost or expense to Owner.

4.4 The Professional shall pay all royalties and license fees, which may be due on the inclusion of any patented or copyrighted materials, methods, or systems selected by the Professional and used in the performance of the Services.

4.5 For each Service Order, Professional shall designate a representative primarily responsible for services provided. The designated representative shall act on behalf of Professional with respect to services provided by Professional and shall be available as required for the benefit of the project and Owner. The designated representative shall not be changed without prior written approval of the Owner, which approval shall not be unreasonably withheld.

4.6 Professional must submit a Historically Underutilized Business Subcontracting Plan

(“HSP”) with every Service Order, which shall be subject to the Owner’s approval and compliance efforts. The Professional agrees to comply with the terms of its HSP. No changes to the HSP may be made unless approved in writing by the Owner. While the IDIQ Agreement is in effect and until the expiration of one year after final termination of the IDIQ Agreement and any extension thereto, the Owner may require information from the Professional, and may conduct audits, to assure that the HSP is being followed/was followed.

4.7 SUB-CONSULTANTS

4.7.1 With the prior written approval of the Owner, the Professional may subcontract such services as the Professional deems necessary to meet its obligations under this IDIQ Agreement or any Service Order. Sub-consultants shall be qualified and experienced in the type of work they will be performing. Owner shall have the right to reject any Sub-consultant, but such right shall not relieve the responsibility of the Professional for his work and the work of the Sub-consultant. Professional expressly assumes such responsibility and liability.

4.7.2 The Professional shall be responsible for the management of the Sub-consultants in the performance of their work.

IDIQ PROFESSIONAL SERVICES AGREEMENT Page 4 of 14

4.7.3 If this IDIQ Agreement or any Service Order is terminated, each subcontract agreement shall be assigned by the Professional to the Owner, provided that: (a) this IDIQ Agreement or any Service Order is terminated by the Owner pursuant to Article 9; and (b) the Owner accepts such assignment by notifying the Sub-consultant and the Professional in writing, and assumes all rights and obligations of the Professional pursuant to each subcontract agreement.

4.7.4 The Professional agrees to bind every Sub-consultant and material supplier (and require every Sub-consultant to so bind its sub-consultants and material suppliers) to all provisions of this IDIQ Agreement or any Service Order as they apply to the Sub-consultants’ or material Suppliers’ portions of the Services.

4.8 HAZARDOUS WASTE

4.8.1 The Owner represents it has disclosed to the Professional any waste which poses substantial or potential threats to public health or the environment (Hazardous Waste), known by the Owner to exist on or near the Site, if applicable to the Professional’s Services. If unanticipated Hazardous Waste is discovered at the Site, the Professional will be entitled to immediately stop work in the affected area.

The Professional will promptly report the condition to the Owner and, if required, the governmental agency with jurisdiction. The Professional shall not be obligated to commence or continue Services until any Hazardous Waste discovered at the Site has been removed, rendered harmless, or determined to be harmless by the Owner.

4.8.2 The Professional shall not be required to perform any Services relating to or in the area of unanticipated Hazardous Waste without written mutual agreement.

4.8.3 The Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the unanticipated material encountered and whether it is a Hazardous Waste requiring corrective measures or remedial actions. Such measures and actions shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effect upon the Services of the Professional.

4.8.4 Safety Data Sheets (SDS) as required by law and pertaining to materials or substances used or consumed in the performance of the Services, whether obtained by the Professional, Subcontractors, or Owner, shall be maintained at the Site by the Professional and made available to the Owner and Subcontractors.

4.8.5 During the Professional's performance of the Services, the Professional shall be responsible for the proper handling of all materials brought to the Site by the Professional.

4.9 OWNERSHIP AND REPRODUCTION OF DOCUMENTS

4.9.1 All documents, drawings, specifications, electronic data, and information

(“Documents”) prepared, provided, or procured by the Professional, its Subcontractors, or consultants in performance of this IDIQ Agreement or any Service Order shall become the property of the Owner. The Documents owned by the Owner shall include all additional or confirmatory land survey field notes, IDIQ PROFESSIONAL SERVICES AGREEMENT Page 5 of 14 sketches, and related data and additional or confirmatory soils engineering or investigations, samples, calculations, test results and reports, or any other direct services for which the Owner has paid.

4.9.2 The Professional shall provide copies of all Documents required in a quantity that is sufficient for Owner’s intended purpose.

4.9.3 In the event of a termination of this IDIQ Agreement pursuant to Article 9, the

Owner shall have the right to use, to reproduce, and to make derivative works of the Documents to complete the Project.

ARTICLE V

DESIGN PROFESSIONALS

5.1 This Article 5 is applicable when the Services include providing Construction Documents.

5.2 If the final estimated construction cost prepared by the Contractor prior to bid opening, or the lowest and best bid(s) received exceeds the actual amount applied toward the construction of the Project, excluding all contingencies, fees, and administrative costs (Construction Cost Limitation) of the Owner's estimate of the total Project cost from inception to turn-over to the ultimate user, by more than ten percent (10%), the Owner may, at its discretion:

5.2.1 direct the Professional to make changes at no additional expense to the Owner in the Construction Documents to permit re-bidding of the Project within the shortest, reasonable time; or,

5.2.2 direct the Professional to revise the scope or quality, or both, of the Project, so as to reduce the Project construction cost at no additional expense to the Owner; if so directed by the Owner, modify the Construction Documents, as directed, in order to reduce the estimated project construction cost to be within the adjusted construction cost portion of the Project Budget; or,

5.2.3 direct the Professional to assist the Construction Manager in negotiating with lowest and best bidder(s).

5.3 When authorized by the Owner in writing, revising previously approved drawings, specifications, or other documents to accommodate changes shall be paid for by the Owner as additional work, provided, however, that no compensation for extra services shall be paid for the following:

5.3.1 revisions directed by the Owner pursuant to paragraphs 5.2;

5.3.2 corrections of design errors or omissions; and

5.3.3 changes initiated by the Professional without Owner’s written approval.

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ARTICLE VI

OWNER RESPONSIBILITIES

6.1 The Owner will furnish available information in regard to the Services to the extent requested by the Professional and provide the Professional with access to the Site as reasonably necessary for the completion of the Professional’s services under a Service Order.

6.2 Owner hereby expressly reserves the right to designate one or more representatives to act partially or wholly for Owner in connection with the performance of Owner's obligations hereunder. The Professional shall act only upon instructions from such representatives unless otherwise specifically notified to the contrary.

6.3 The Owner shall examine, or cause its representative(s) to examine documents submitted by the Professional and render decisions pertaining thereto promptly or within a reasonable time to avoid unreasonable delay in the progress of the Services provided by the Professional. Review and approval of a document by the Owner shall not waive the contractual responsibility or liability of the Professional.

ARTICLE VII

COMPENSATION

7.1 Attached hereto as Exhibit A and incorporated by reference for all purposes, is a schedule of hourly rates by position and a statement of allowable charges and a multiplier for sub-consultant work that shall not be exceeded in order to calculate the fixed price amount to be paid to Professional for Services performed under any Service Order. Pricing shall not change during the entire term of this Agreement, including any extended renewal years.

7.2 Unless otherwise stated in the Service Order, following the completion of a Service Order, Professional shall submit an invoice to the Owner and Owner shall make payment to Professional within thirty (30) days of approving the invoice. The Owner shall render payment in accordance with the terms and conditions of its usual and customary Purchase Order.

7.3 All invoices submitted for payment must include a HUB Progress Assessment Report

(PAR). The PAR should document compliance with the HSP.

7.4 Owner shall only be responsible for payment of actual amount of reimbursable expenses permitted as defined below. Professional shall invoice for reimbursement and shall submit receipts necessary to verify reimbursable expenses along with any reimbursement request.

7.4.1 Printing and printing supplies; plotting, photography; renderings; postage; delivery and handling materials at actual expense incurred.

7.4.2 Fees for special consultants, as authorized and approved in advance by Owner for other than structural, mechanical, electrical, and civil engineering Services;

estimating Services; or other Services specifically agreed to in writing or included herein.

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7.4.3 Travel expenditures at State of Texas reimbursement rates; provided further that no reimbursement will be made for travel within the Denton-Dallas-Fort Worth area or that involve less than 150 miles round-trip.

7.5 For any said sum paid by Owner, the Professional agrees to accept same in full settlement of all claims for Services rendered by Professional under a Service Order.

7.6 Owner shall be billed in accordance with Chapter 2251, Texas Government Code and interest, if any, on past due payments shall accrue and be paid in accordance with Chapter 2251, Texas Government Code. Payee must be in good standing, not indebted to the State of Texas, and current on all taxes owed to the State of Texas for payment to occur.

ARTICLE VIII

INDEMNITY AND INSURANCE

8.1 INDEMNITY

Professional covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, Owner and its component institutions, the UNTS Board of Regents, and their elected and appointed officials, employees, officers, directors, volunteers, and representatives, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death or property damage, made upon Owner that is caused by or results from an act of negligence, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier committed by Professional or Professional’s agent, consultant under contract, or another entity over which Professional exercises control. IN THE EVENT

PROFESSIONAL AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF

COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN

ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY

GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND

WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THIS

ARTICLE SHALL SURVIVE THE TERMINATION OF THIS IDIQ AGREEMENT.

8.1.1 The provisions of this indemnification are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

8.1.2 Professional shall promptly advise Owner in writing of any claim or demand against

Owner or against Professional known to Professional related to or arising out of Professional’s activities under this IDIQ Agreement.

8.2 INSURANCE

8.2.1 The Professional shall carry such professional liability/errors and omissions insurance, covering Professional’s Services provided under this IDIQ Agreement and such other insurance coverage as further described in this Article and as acceptable to and approved by the Owner. The fees for such insurance will be at the expense of the Professional. The insurance policy or policies shall remain in full force during the term of this IDIQ Agreement and for a period of one (1) year beyond the provision of Professional’s Services. A Certificate of Insurance issued

IDIQ PROFESSIONAL SERVICES AGREEMENT Page 8 of 14 by the insuring carrier or carriers, indicating the expiration date, and existence, of the Professional’s insurance coverage is required to be provided to Owner prior to commencement or continuation of performance of the Services under this IDIQ Agreement.

8.2.2 The Professional is required to provide professional liability/errors and omissions insurance with a minimum limit of $1,000,000 each claim and $2,000,000 aggregate. The Certificate provided to Owner shall indicate the expiration date of the Professional’s professional liability/errors and omissions insurance.

8.2.3 For Professional’s Services to be performed on premises owned or controlled by

Owner, the Professional is required to obtain the following insurance coverage:

Workers’ Compensation Statutory Limits Employer’s Liability

Bodily Injury by Accident $1,000,000/accident Bodily Injury by Disease $1,000,000 policy limit Bodily Injury by Disease $1,000,000/employee

Commercial General Liability $1,000,000/occurrence

$2,000,000 aggregate

Business Auto Liability Combined Single Limit $1,000,000/occurrence

Professional shall have Commercial General Liability and Business Auto Liability policies endorsed to include Owner, the University of North Texas, the University of North Texas Health Science Center, the University of North Texas at Dallas, and UNTS Board of Regents as Additional Insured. The Commercial General Liability, Business Auto Liability, Workers’ Compensation, and Professional Liability policies shall include a waiver of subrogation in favor of the Owner. All policies shall be primary insurance and non-contributory with respect to any insurance and self-insurance programs maintained by the Owner.

8.2.4 Insurance policies required under this article shall contain a provision that the insurance company must give the Owner written notice transmitted in writing: (a) thirty (30) calendar days before coverage is non-renewed by the insurance company and (b) within ten (10) business days after cancelation of coverage by the insurance company. Prior to start of Services and upon renewal or replacement of the insurance policies, the Professional shall furnish the Owner with certificates of insurance until one year after acceptance of the Services. If any insurance policy required under this article is not to be immediately replaced without lapse in coverage when it expires, exhausts it limits, or is to be cancelled, the Professional will give the Owner prompt written notice upon actual or constructive knowledge of such condition.

8.2.5 The Owner reserves the right to review the insurance requirements set forth in this

Article during the term of this IDIQ Agreement and to make reasonable adjustments to the insurance coverage and their limits when deemed necessary and prudent by the Owner based upon changes in statutory law, court decisions, or the claims history of the industry as well as the Professional.

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ARTICLE IX

TERMINATION

9.1 With or without cause, the Owner reserves and has the right to terminate this IDIQ

Agreement or any Service Order issued hereunder or to cancel, suspend or abandon execution of all or any Services provided under this IDIQ Agreement or any Service Order at any time upon written notice to the Professional. The Professional may terminate this IDIQ Agreement upon seven (7) days written notice to the Owner only if the Owner substantially fails to perform obligations under Article 6 of this IDIQ Agreement or any Service Order, or fails to timely pay the Professional as required under Article 7, and after adequate written notice is delivered to Owner and Owner has failed to take action within thirty (30) days in order to begin to correct the problem.

9.2 In the event of termination, cancellation, suspension, or abandonment of this IDIQ

Agreement or any Service Order for reason other than breach of contract, negligence or bad faith on the part of the Professional, the Owner shall pay to the Professional as full payment for Services satisfactorily performed and all reimbursable expenses incurred prior to the date of termination, a prorated portion of the sum specified under the terminated IDIQ Agreement or any Service Order, provided Professional delivers to Owner statements, accounts, reports and other materials as required for payment along with all reports, documents and other materials prepared by Professional prior to termination.

9.3 For any said sum paid under this Article, the Professional agrees to accept same in full settlement of all claims for services rendered under this IDIQ Agreement.

9.4 Within five (5) days of termination, cancellation, suspension, or abandonment of this IDIQ

Agreement or any Service Order, the Professional agrees to furnish to the Owner copies of the latest documents prepared by the Professional for any terminated, cancelled, suspended, or abandoned Service Order.

9.5 Termination, cancellation, suspension, or abandonment as provided hereunder shall not relieve Professional or any of its employees of liability for violations of this IDIQ Agreement or any Service Order, or any willful, negligent or accidental act or omission of Professional.

ARTICLE X

MISCELLANEOUS

10.1 Multiple Agreements. Owner may award additional IDIQ Agreements to other

Professionals in response to the same RFQ or on the same subject matter upon which this IDIQ Agreement has been awarded. Nothing contained herein limits the right of Owner to issue a request for qualifications for professional Services related to individual projects that may also be performed under this IDIQ Agreement.

10.2 Assignment. The Parties each binds itself, its partners, successors, permitted assigns, and legal representatives to the other party of this IDIQ Agreement and to the partners, successors, permitted assigns, and legal representatives of such other party with respect to all covenants of this IDIQ Agreement. This IDIQ Agreement is a personal service contract for the Services described herein, and Professional’s rights and responsibilities in this IDIQ Agreement, Services or obligations hereunder and/or fees due hereunder, or under any related Service Order may not be assigned, sublet, or transferred to a third party without the prior written approval of Owner.

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10.3 Death or Incapacity. If the Professional transacts business as an individual, his death or incapacity shall automatically terminate this IDIQ Agreement as of the date of such event, and neither he nor his estate shall have any further right to perform hereunder; and Owner shall pay him or his estate the compensation payable under the IDIQ Agreement for any Services rendered prior to such termination. If the Professional is a firm comprised of more than one principal and any one of the members thereof dies or becomes incapacitated and the other members continue to render the Services covered herein, the Owner will make payments to those continuing as though there had been no such death or incapacity, and the Owner will not be obliged to take any account of the person who died or became incapacitated or to make any payment to such person or his estate. This provision shall apply in the event of progressive or simultaneous occasions of death or incapacity among any group of persons named as the Professional; and if death or incapacity befalls the last one of such group before this contract is fully performed, then the rights shall be as if there had been only one Professional.