ESBD_575781_1794354805799_Sample Draft Agreement.pdf

CSP / Campus Perimeter Video Surveillance System Upgrade Page 1

AGREEMENT

BETWEEN OWNER AND CONTRACTOR

This Agreement (this “Agreement”) is made as of __________________________ (the “Effective Date”), by and between

The Owner (the “Owner”): The Board of Regents of Texas Southern University

(also referred to as the “Board”) c/o Office of Administration and Finance

3100 Cleburne Street, Hannah Hall

Houston, Texas 77004 and the Contractor (the “Contractor”):

[Insert Legal Name of Contractor]

[Insert Street Address]

[Insert City, State ZIP]

Phone: __________________________

Texas Tax Account No.: __________________________ for the following Project (the “Project”):

Campus Perimeter Video Surveillance System Upgrade

Texas Southern University

Houston, Texas 77004

Architect/Engineer or Project Design Professional (the “A/E”):

Salas O’Brien

10930 W. Sam Houston Pkway N. Suite 900

Houston Texas 77064

Phone: 281-664-1933

Procurement Method: Competitive Sealed Proposal

The Owner and the Contractor agree as follows:

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TABLE OF CONTENTS

1 SCOPE OF WORK

1.1 Complete Performance of the Work

1.2 Project-Specific Scope

1.3 Turnkey Responsibility

1.4 No Unauthorized Expansion of Scope

2 CONTRACT DOCUMENTS

2.1 Contract Documents

2.2 Integration

2.3 Order of Precedence

2.4 Contractor Proposal and Exceptions

2.5 Severability

2.6 Written Modifications

3 DEFINITIONS

3.1 Allowance

3.2 Applicable Law

3.3 Change Order

3.4 Construction Documents

3.5 Contract Sum

3.6 Contract Time

3.7 Competitive Sealed Proposal

3.8 Final Completion

3.9 Notice to Proceed

3.10 ODR and ODSR

3.11 Proposal

3.12 Record Documents

3.13 Subcontractor

3.14 Substantial Completion

3.15 System Acceptance

3.16 TSU UGC

3.17 Unit Price

3.18 Work

4 CONTRACTOR’S GENERAL RESPONSIBILITIES

4.1 General Standard

4.2 Review of Contract Documents and Site

4.3 Supervision and Personnel

4.4 Permits and Compliance

4.5 Subcontractors

4.6 Campus Coordination

4.7 VetHUB Compliance

4.8 Project Management and Records

4.9 Cybersecurity and Network Access

4.10 Safety and Protection

5 COMPETITIVE SEALED PROPOSAL AWARD AND CONTRACT BASIS

5.1 Procurement and Award

5.2 Best-Value Representations

5.3 Negotiated Terms

5.4 No CM-at-Risk Services

5.5 Reliance on Proposal

6 CONTRACT SUM

6.1 Stipulated Sum

6.2 Items Included

6.3 Alternates and Allowances

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6.4 No Increase Without Written Change

6.5 Funding Limitation

7 CHANGES IN THE WORK

7.1 Written Authorization Required

7.2 Change Proposal Requirements

7.3 Pricing Methods

7.4 Emergency Work

7.5 No Compensation for Corrective Work

8 CONSTRUCTION AND INSTALLATION PHASE SERVICES

8.1 Mobilization and Coordination

8.2 Submittals and Procurement

8.3 Installation

8.4 VMS and Network Integration

8.5 Quality Control

8.6 Testing and Commissioning

8.7 Training and Closeout

8.8 Warranties

9 OWNER’S RESPONSIBILITIES

9.1 A/E and Owner Representatives

9.2 Information and Access

9.3 Independent Testing

9.4 Review and Rejection of Work

10 OWNERSHIP AND USE OF DOCUMENTS

10.1 Limited License to Contractor

10.2 Owner’s Use of Project Records

10.3 Software and Configuration Deliverables

11 TIME

11.1 Time Is of the Essence

11.2 Contract Time and Milestones

11.3 Project Schedule

11.4 Delays and Notice

11.5 Recovery Schedule

12 PAYMENTS

12.1 Schedule of Values

12.2 Progress Payments

12.3 Retainage and Withholding

12.4 Final Payment

13 ALLOWANCES UNIT PRICES AND PRICING OF CHANGES

13.1 Allowances

13.2 Unit Prices

13.3 Lump-Sum Changes

13.4 Time-and-Materials Work

13.5 Audit Rights

14 COSTS INCLUDED IN CONTRACT SUM AND NON-REIMBURSABLE COSTS

14.1 Included Costs

14.2 Contractor Overhead and Profit

14.3 Non-Reimbursable Costs

15 CREDITS REBATES REFUNDS AND SAVINGS

15.1 Allowance Reconciliation

15.2 Credits and Refunds

15.3 Audit Adjustments

16 EXISTING CONDITIONS AND DESIGN ERRORS OR OMISSIONS

16.1 Existing Conditions

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16.2 Concealed Conditions

16.3 Design Discrepancies

16.4 No Design Responsibility Unless Expressly Included

17 BONDS AND INSURANCE

17.1 Performance and Payment Bonds

17.2 Insurance Requirements

17.3 Continuing Coverage

18 DISPUTE RESOLUTION

19 PROJECT TERMINATION AND SUSPENSION

19.1 Termination for Cause

19.2 Termination for Convenience

19.3 Compensation Following Termination

19.4 Suspension

19.5 Transition and Delivery of Materials

20 INDEMNITY

20.1 General Indemnity

20.2 Intellectual Property Infringement

20.3 Survival

21 SPECIAL WARRANTIES AND REPRESENTATIONS

21.1 Standard of Performance

21.2 Licensing

21.3 Duty to Advise

21.4 Authority

21.5 No Waiver of Owner Rights

22 HAZARDOUS MATERIALS AND ASBESTOS

22.1 Prohibited Materials

22.2 Discovery of Suspected Hazardous Materials

22.3 Safety Data Sheets

22.4 Closeout Certification

23 MISCELLANEOUS PROVISIONS

Public Information State Certifications Audit Rights Governing Law and Venue Cybersecurity and Confidentiality Required Provisions

24 COMPENSATION

24.1 Initial Contract Sum

24.2 Alternates

24.3 Allowances

24.4 Unit Prices

24.5 Change Order Markups

25 OTHER TERMS AND CONDITIONS

25.1 Schedule

25.2 Liquidated Damages

25.3 Notices

25.4 Commissioning and Acceptance

25.5 Record Documents

26 EXHIBITS

EXHIBITS

A. Special Conditions of the Contract

B. Project Schedule

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C. Contract Sum Breakdown and Schedule of Values

D. Allowances Unit Prices and Accepted Alternates

E. Vet Historically Underutilized Business Subcontracting Plan

F. Insurance Requirements

G. Forms for Performance and Payment Bonds

H. Testing Commissioning and System Acceptance Plan

I. Change Proposal Form

J. Prevailing Wage Rates

K. Regular Project Meeting Agenda

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ARTICLE 1. SCOPE OF WORK

1.1 Complete Performance of the Work. The Contractor shall furnish and perform all labor, supervision, project management, materials, equipment, tools, temporary facilities, transportation, permits, licenses, testing, programming, configuration, integration, training, warranties, closeout documents, and other services necessary for the complete and timely execution of the Work in strict accordance with the

Contract Documents. The Work shall be delivered as a complete, operational, secure, and fully accepted system for the Contract Sum and within the Contract Time.

1.2 Project-Specific Scope. The Project generally consists of upgrading the campus perimeter video surveillance system, including approximately eighty-six exterior cameras; work on existing and new poles and foundations; trenching and restoration of pavement and landscaping; electrical power, grounding, surge protection, fiber and network connectivity; video management system enhancements; servers and storage; a minimum thirty-day recording-retention capability as specified; analytics; cybersecurity hardening; testing, commissioning, training, warranty service, and related Work shown or reasonably inferable from the Contract Documents. Quantities stated in this paragraph are descriptive only; the final requirements are controlled by the Construction Documents and accepted Proposal.

1.3 Turnkey Responsibility. Except for items expressly identified as Owner-furnished, the Contractor is responsible for every component and interface necessary to produce a fully functioning system, whether or not each incidental item is separately listed. Incidental Work includes connectors, licenses, mounting hardware, patching, labeling, programming, power supplies, enclosures, network accessories, configuration, coordination, and restoration required for the intended operation of the system.

1.4 No Unauthorized Expansion of Scope. Nothing in this Article authorizes the Contractor to perform or charge for work outside the Contract Documents. If the Contractor believes a requirement is beyond the

Contract scope, it shall give written notice and obtain a fully executed Change Order before proceeding, except for emergency action expressly permitted by the TSU UGC.

ARTICLE 2. CONTRACT DOCUMENTS

2.1 Contract Documents. The Contract Documents consist of the following, all of which are incorporated into this Agreement:

2.1.1 This executed Agreement and amendments executed by both parties.

2.1.2 The Notice of Award and Notice to Proceed.

2.1.3 Exhibit A, Special Conditions of the Contract.

2.1.4 The Uniform General Conditions of Texas Southern University for Construction Contracts, as modified by the Special Conditions (the “TSU UGC”).

2.1.5 The competitive sealed proposal solicitation for the Project, including all addenda and written clarifications issued by Owner.

2.1.6 The drawings, technical specifications, security system requirements, schedules, and other

Construction Documents identified by Owner.

2.1.7 The Contractor’s accepted Proposal, including the accepted pricing, schedule, staffing commitments, VetHUB Subcontracting Plan, and negotiated clarifications, but excluding qualifications, exceptions, assumptions, or proposed terms not expressly accepted by Owner in writing.

2.1.8 The exhibits listed in Article 26, bonds, insurance certificates and endorsements, approved submittals to the extent they do not modify the Contract Documents, and all Change Orders and other written modifications executed after the Effective Date.

2.2 Integration. The Contract Documents form the entire and integrated agreement between Owner and

Contractor concerning the Project and supersede prior negotiations, representations, or agreements. The

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Contract may be modified only by a written instrument authorized by the Contract Documents and executed by persons with authority to bind the respective parties.

2.3 Order of Precedence. In the event of an irreconcilable conflict, the documents shall control in the following order: executed amendments and Change Orders; this Agreement; Special Conditions; TSU UGC; Owner-issued addenda; technical specifications; drawings; accepted negotiated clarifications; the solicitation; and the Contractor’s accepted Proposal. Detailed requirements control over general requirements. The

Contractor shall promptly request an interpretation rather than proceed on an assumption.

2.4 Contractor Proposal and Exceptions. The Proposal is incorporated only to establish accepted commitments and not to import the Contractor’s standard terms, disclaimers, limitations of liability, software terms, or exceptions. Any deviation is effective only if specifically identified and accepted in a written provision signed by Owner.

2.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the invalid provision shall be enforced to the maximum extent permitted by law.

2.6 Captions and Terms. Captions are for convenience and do not limit the text. The singular includes the plural when appropriate. “Including” means including without limitation. References to days mean calendar days unless expressly stated otherwise.

ARTICLE 3. DEFINITIONS

3.1 “Allowance”. A stated amount included in the Contract Sum for a specified item when the final quantity or selection is not known on the Effective Date. Allowances are reconciled under Article 13.

3.2 “Applicable Law”. All constitutions, statutes, codes, ordinances, regulations, executive orders, permits, licenses, lawful orders, and binding requirements of governmental authorities applicable to the Project or a party’s performance.

3.3 “Change Order”. A written instrument signed by Owner and Contractor that changes the Work, Contract

Sum, Contract Time, or another Contract requirement.

3.4 “Construction Documents”. The drawings, specifications, schedules, reports, security requirements, addenda, and other technical documents issued for construction and identified in the Contract Documents.

3.5 “Contract Sum”. The total amount stated in Article 24, as adjusted only by executed Change Orders, payable for complete performance of the Work.

3.6 “Contract Time”. The period stated in Article 25 and the accepted Project Schedule, including authorized adjustments, within which Substantial Completion and Final Completion must be achieved.

3.7 “Competitive Sealed Proposal or CSP”. The best-value procurement method used by Owner to solicit, evaluate, rank, negotiate with, and contract with a general contractor for construction, rehabilitation, alteration, or repair services.

3.8 “Final Completion”. Completion of all Work, correction of all punch-list items, delivery of all closeout documents and training, final acceptance by Owner, and satisfaction of all requirements for final payment.

3.9 “Notice to Proceed”. Owner’s written direction authorizing Contractor to begin the Work or a specified phase of the Work.

3.10 “ODR and ODSR”. Owner’s Designated Representative and Owner’s Designated Site Representative, respectively, as identified in Article 25 or later written notice. Their authority is limited to the authority stated by Owner.

3.11 “Proposal”. The response submitted by Contractor to the CSP, as negotiated and accepted by Owner, including pricing, schedule, technical approach, staffing commitments, and other representations incorporated under Paragraph 2.1.

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3.12 “Record Documents”. Accurate final drawings, device schedules, cable and fiber records, test results, configuration records, asset inventories, licenses, manuals, approved submittals, warranties, and other closeout information reflecting the Work as installed.

3.13 “Subcontractor”. A person or entity having a direct or indirect contract with Contractor to perform any portion of the Work, including vendors performing installation, programming, integration, or commissioning.

3.14 “Substantial Completion”. The stage when the Work is sufficiently complete, tested, commissioned, safe, secure, and usable for its intended purpose, subject only to minor punch-list items that do not interfere with operation, as certified or accepted under the Contract Documents.

3.15 “System Acceptance”. Owner’s written confirmation that the surveillance system has satisfied the testing, commissioning, cybersecurity, documentation, training, performance, and operational requirements stated in the Contract Documents. Use or occupancy does not constitute System Acceptance.

3.16 “TSU UGC”. The Uniform General Conditions of Texas Southern University for Construction Contracts incorporated under Article 2.

3.17 “Unit Price”. A fixed amount for a specified unit of Work, including all labor, material, equipment, overhead, profit, taxes, and incidental cost, used only when Owner authorizes the associated quantity.

3.18 “Work”. The construction, installation, programming, integration, services, and other obligations required by the Contract Documents, whether completed or partially completed.

ARTICLE 4. CONTRACTOR’S GENERAL RESPONSIBILITIES

4.1 General Standard. The Contractor shall perform the Work skillfully, diligently, safely, and in accordance with the Contract Documents, Applicable Law, manufacturer requirements, accepted industry practices, and the standard of care applicable to qualified contractors experienced with comparable campus security, low-voltage, electrical, civil, network, and systems-integration projects.

4.2 Review of Contract Documents and Site. Before commencing each portion of the Work, Contractor shall carefully study and compare the Contract Documents, field-verify dimensions and existing conditions, examine accessible utilities and interfaces, and promptly report errors, conflicts, omissions, or unsafe conditions. Contractor shall not knowingly proceed with affected Work until receiving written direction.

4.3 Supervision and Personnel. Contractor shall maintain competent project management and full-time on-site supervision appropriate to the Work. Key personnel identified in the Proposal may not be replaced without

Owner’s prior written approval, except in an emergency, and any replacement must have equal or better qualifications at no additional cost.

4.4 Permits and Compliance. Unless expressly assigned to Owner, Contractor shall obtain and pay for permits, inspections, licenses, utility coordination, traffic control approvals, locates, and other authorizations required for the Work. Contractor shall comply with accessibility, electrical, fire, building, excavation, environmental, security, and campus requirements applicable to the Project.

4.5 Subcontractors. Contractor is fully responsible for the acts, omissions, coordination, payment, safety, quality, and contract compliance of all Subcontractors and suppliers. No subcontract creates a contractual relationship between Owner and a Subcontractor. Owner’s review of a Subcontractor does not relieve

Contractor of responsibility.

4.6 Campus Coordination. Contractor shall coordinate outages, access, staging, deliveries, trenching, lane or sidewalk impacts, noisy work, and system cutovers with ODR and ODSR. Contractor shall maintain safe pedestrian and vehicle routes and minimize interference with classes, events, residence operations, emergency response, and other campus activities.

4.7 VetHUB Compliance. Contractor shall comply with the accepted VetHUB Subcontracting Plan and

Applicable Law. Substitutions of VetHUB Subcontractors, changes in participation, and documentation

CSP / Campus Perimeter Video Surveillance System Upgrade Page 9 shall be submitted and approved as required. Failure to comply may be a material breach and a basis for withholding payment or other remedies.

4.8 Project Management and Records. Contractor shall use the project-management and document-control procedures designated by Owner and maintain current schedules, submittal logs, request-for-information logs, meeting minutes, daily reports, test records, photographs, change records, Record Documents, and cost support. Records shall be available to Owner throughout the Project.

4.9 Cybersecurity and Network Access. Contractor shall follow Owner’s access-control, credential, remote-access, network segmentation, configuration, software, patching, logging, and incident-reporting requirements. Contractor shall use only authorized personnel and approved devices and shall not create undisclosed accounts, remote connections, cloud services, or data flows. All default credentials shall be changed and all administrative credentials transferred securely to Owner before System Acceptance.

4.10 Safety and Protection. Contractor is solely responsible for construction means and methods and for initiating, maintaining, and supervising safety precautions and programs. Contractor shall protect persons, existing improvements, utilities, landscaping, data infrastructure, and installed Work, and shall promptly repair damage caused by Contractor or its Subcontractors.

ARTICLE 5. COMPETITIVE SEALED PROPOSAL AWARD AND CONTRACT BASIS

5.1 Procurement and Award. Owner selected Contractor through a competitive sealed proposal process based on best value under applicable Texas law, including Texas Education Code Sections 51.779 and 51.783, and the published selection criteria. This Agreement memorializes the scope, schedule, price, and other terms accepted following that process.

5.2 Best-Value Representations. Contractor reaffirms the qualifications, experience, personnel, technical solution, schedule, warranties, service commitments, VetHUB commitments, pricing, and other material representations stated in its Proposal and negotiations. Owner may rely on those representations in administering the Contract.

5.3 Negotiated Terms. Only scope, time, price, clarifications, and terms confirmed in the executed Contract

Documents are binding. No post-award substitution or value-engineering proposal changes the Contract unless Owner accepts it in a written Change Order. Owner may reject any proposed substitution that does not provide equal or better performance, compatibility, cybersecurity, warranty, and lifecycle value.

5.4 No CM-at-Risk Services. The parties acknowledge that this is not a construction manager-at-risk, cost-plus, or guaranteed-maximum-price agreement. Contractor is not separately compensated for preconstruction services, general conditions, fee, contingency, or Cost of the Work. Those items are included in the stipulated Contract Sum to the extent necessary for performance.

5.5 Reliance on Proposal and Examination. Contractor represents that it has reviewed the CSP and addenda, examined the site to the extent reasonably available, evaluated the required interfaces, included reasonably inferable incidental Work, and based its Contract Sum and schedule on its own professional assessment.

This representation does not waive Contractor’s rights concerning properly documented concealed or materially differing site conditions under the Contract Documents.

ARTICLE 6. CONTRACT SUM

6.1 Stipulated Sum. Owner shall pay Contractor the Contract Sum stated in Article 24 for full, timely, and compliant performance of the Work, subject to additions and deductions authorized by executed Change

Orders and to Owner’s rights of withholding, setoff, audit, and correction under the Contract Documents.

6.2 Items Included. The Contract Sum includes all labor, supervision, Subcontractor costs, materials, equipment, freight, storage, temporary facilities, project management, general conditions, overhead, profit, bonds, insurance, taxes, permits, escalation, coordination, testing, commissioning, training, software and

CSP / Campus Perimeter Video Surveillance System Upgrade Page 10 licenses required for initial operation, warranties, closeout, and every other cost required to complete the

Work, except only items expressly identified as Owner-furnished or excluded in the executed Agreement.

6.3 Alternates and Allowances. Accepted alternates and allowances are identified in Articles 24 and Exhibit

D. An alternate not accepted in writing is not part of the Work. Allowances do not authorize Contractor to exceed the stated amount or proceed without the selection or direction required by Owner.

6.4 No Increase Without Written Change. Contractor is not entitled to an increase in Contract Sum or extension of Contract Time unless authorized through the change procedures in the Contract Documents.

Oral discussions, meeting minutes, submittal reviews, field observations, invoices, or Owner’s knowledge of work do not authorize additional compensation.

6.5 Funding Limitation. Owner’s stated project budget is a planning limitation and is not an authorization to spend. Contractor shall not incur or invoice amounts above the Contract Sum. Owner has no obligation to pay amounts exceeding appropriated or otherwise lawfully available funds or amounts not properly authorized under the Contract Documents.

ARTICLE 7. CHANGES IN THE WORK

7.1 Written Authorization Required. Changes may be initiated by Owner through a proposal request, construction change directive, field order, or other written instrument permitted by the TSU UGC. Except for immediate action necessary to protect life or property, Contractor shall not perform changed Work without written authorization from the person designated by Owner as having change authority.

7.2 Change Proposal Requirements. Within the time stated in the request, Contractor shall provide a complete proposal showing the scope, reason, labor classifications and hours, material quantities and quotes, equipment, Subcontractor proposals, allowable markups, taxes, schedule impact, effect on testing or warranties, and credits. Contractor shall disclose all assumptions and provide sufficient information for

Owner to evaluate the proposal.

7.3 Pricing Methods. Changes may be priced by an agreed lump sum, applicable Unit Prices, or, only when expressly authorized, actual allowable cost plus the markups stated in the Contract Documents subject to a not-to-exceed amount. Contractor shall not combine pricing methods or apply duplicative markups.

7.4 Emergency Work. In an emergency affecting safety or protection of persons, property, or the Work, Contractor may act to prevent threatened damage and shall notify Owner immediately. Compensation, if any, remains subject to the Contract Documents and contemporaneous cost records.

7.5 No Compensation for Corrective Work. Contractor bears all cost and time associated with correcting defective or nonconforming Work, damage caused by Contractor, coordination failures, rework, unauthorized substitutions, inaccurate layout, failure to follow approved submittals, and other matters within Contractor’s responsibility.

ARTICLE 8. CONSTRUCTION AND INSTALLATION PHASE SERVICES

8.1 Mobilization and Coordination. Contractor shall mobilize only after Notice to Proceed, conduct pre-installation coordination, maintain required supervision, locate utilities, protect existing facilities, and sequence the Work to maintain campus operations. Contractor shall coordinate civil, electrical, network, security, landscaping, and restoration activities as one integrated scope.

8.2 Submittals and Procurement. Contractor shall submit complete product data, shop drawings, device schedules, pole and foundation details, power and network requirements, bandwidth and storage calculations, software and license schedules, samples when requested, and substitution requests in sufficient time for review. Approval of a submittal does not relieve Contractor from compliance with the

Contract Documents or from responsibility for dimensions, quantities, interfaces, and cybersecurity.

8.3 Installation. Contractor shall install equipment in accordance with approved submittals, manufacturer instructions, applicable codes, and accepted workmanship standards. Exterior equipment, enclosures, CSP / Campus Perimeter Video Surveillance System Upgrade Page 11 cabling, splices, grounding, surge protection, seals, labels, foundations, and restoration shall be suitable for the environment and service conditions. Contractor shall maintain a current device and cable identification system throughout installation.

8.4 VMS and Network Integration. Contractor shall coordinate with Owner’s information technology and public safety personnel; integrate cameras, servers, storage, analytics, alarms, maps, permissions, and health monitoring with the approved video management system; implement approved network and cybersecurity configurations; and verify interoperability. Cameras and system components shall comply with the technical specifications, including applicable NDAA, ONVIF, retention, resolution, frame-rate, analytics, and licensing requirements.

8.5 Quality Control. Contractor shall maintain a written quality-control program covering receipt inspection, installation checks, cable and fiber testing, grounding, labeling, focus and field of view, image quality, configuration, software versions, cybersecurity settings, punch-list tracking, and restoration. Contractor shall correct deficiencies before requesting Owner testing.

8.6 Testing and Commissioning. Contractor shall develop and execute the plan in Exhibit H, provide calibrated test equipment and qualified personnel, give required advance notice, document every test, correct failures, and repeat testing at no additional cost. Testing shall demonstrate complete operation under day and night conditions, required recording retention, analytics, search and export, alarms, user permissions, failover where specified, system health monitoring, power and network performance, and all other acceptance criteria.

8.7 Training and Closeout. Before Final Completion, Contractor shall provide role-based administrator and operator training, Record Documents, test reports, configuration backups, asset and license inventories, manuals, warranties, spare parts and keys required by the Contract Documents, secure transfer of credentials, and all other closeout deliverables. Training shall be documented and may be recorded by

Owner for internal use.

8.8 Warranties and Service. Contractor warrants the Work for the period stated in the Contract Documents, commencing at System Acceptance or Substantial Completion as specified. During the warranty period

Contractor shall respond within the required service levels, diagnose defects, provide parts and labor, restore configurations, coordinate manufacturer support, and correct warranty deficiencies without additional cost.

ARTICLE 9. OWNER’S RESPONSIBILITIES

9.1 A E and Owner Representatives. Owner shall designate the A/E, ODR, ODSR, and other representatives as applicable. Owner may change its representatives by written notice. No representative may modify the

Contract or authorize additional compensation unless Owner expressly grants that authority in writing.

9.2 Information and Access. Owner shall provide information and reasonable access to the site, existing documents, designated network coordination personnel, and Owner-furnished items identified in the

Contract Documents. Contractor remains responsible for field verification and shall promptly report information it believes is incomplete or inconsistent.

9.3 Independent Testing. Owner may provide or contract for independent inspection, materials testing, and verification testing required for acceptance. Contractor shall cooperate, provide access, and give notice.

Owner-paid testing does not include retesting made necessary by failed or nonconforming Work, which shall be borne by Contractor.

9.4 Review and Rejection of Work. Owner and A/E may observe, review, test, accept, or reject Work. Such actions do not constitute supervision of Contractor’s means and methods and do not relieve Contractor of responsibility. Owner may reject Work that is defective, nonconforming, insecure, incomplete, improperly documented, or not suitable for its intended purpose.

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ARTICLE 10. OWNERSHIP AND USE OF DOCUMENTS

10.1 Limited License to Contractor. Construction Documents furnished by Owner may be used by Contractor and its Subcontractors solely for this Project. Contractor shall not reproduce or use them for another purpose and shall protect security-sensitive plans and information from unauthorized disclosure.

10.2 Owner’s Use of Project Records. To the extent permitted by law and subject to preexisting proprietary rights identified in writing before execution, Owner shall have a perpetual, irrevocable, nonexclusive, royalty-free license to use, reproduce, modify, maintain, repair, expand, and operate project-specific

Record Documents, configurations, scripts, reports, training materials, and other deliverables created for the Project.

10.3 Software and Configuration Deliverables. Contractor shall provide all licenses and use rights expressly required by the Contract Documents and shall identify renewal dates, recurring fees, dependencies, and third-party terms before installation. Contractor shall not impose click-through or other terms inconsistent with the Contract Documents without Owner’s prior written approval.

ARTICLE 11. TIME

11.1 Time Is of the Essence. Time limits stated in the Contract Documents are of the essence. Contractor shall proceed expeditiously and use sufficient labor, supervision, materials, equipment, and coordination to achieve each milestone, Substantial Completion, System Acceptance, and Final Completion within the

Contract Time.

11.2 Contract Time and Milestones. Contract Time and milestones are stated in Article 25, Exhibit B, the

Notice to Proceed, and the accepted Project Schedule. Contractor shall plan around campus events, access restrictions, lead times, cutovers, testing, and training without reducing required performance.

11.3 Project Schedule. Within the time required after Notice to Proceed, Contractor shall submit a detailed, logic-linked schedule identifying submittals, procurement, permits, utility coordination, civil and electrical work, installation, integration, testing, commissioning, training, punch list, and closeout. Contractor shall update the schedule at least monthly and with each payment application.

11.4 Delays and Notice. Contractor shall give timely written notice of a claimed delay, identify the cause and affected critical-path activities, state the expected duration, and describe mitigation. Failure to give notice or provide contemporaneous support may waive the claim to the extent permitted by law and the Contract

Documents.

11.5 Recovery Schedule. If progress falls behind for reasons within Contractor’s responsibility, Contractor shall submit and implement a recovery schedule at no additional cost. Recovery measures may include additional staffing, shifts, resequencing, expediting, and other reasonable actions needed to meet the

Contract Time.

ARTICLE 12. PAYMENTS

12.1 Schedule of Values. Before the first payment application, Contractor shall submit a detailed Schedule of

Values allocating the entire Contract Sum among meaningful activities and deliverables. It shall separately identify mobilization, bonds and insurance, submittals, procurement, civil work, electrical work, network work, equipment by type, installation, integration, testing, training, closeout, allowances, and accepted alternates. Owner may require additional detail and may reject front-loaded values.

12.2 Progress Payments. Contractor may submit monthly payment applications in the form and by the deadline required by Owner. Each application shall show Work completed, properly stored materials approved by

Owner, retainage, previous payments, current amount requested, updated schedule, HUB reporting, conditional lien releases or payment affidavits when required, and other supporting documents. Payment is subject to certification or approval under the Contract Documents and does not constitute acceptance of

Work.

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12.3 Retainage and Withholding. Owner may retain and withhold amounts as permitted by the Contract

Documents and Applicable Law, including amounts reasonably necessary to protect against defective or incomplete Work, unpaid Subcontractors or suppliers, claims, schedule delay, insufficient documentation, failure to maintain insurance or bonds, HUB noncompliance, or other material breach. Owner may release retainage when the applicable requirements are satisfied.

12.4 Final Payment. Final payment is not due until Final Completion and receipt of all required documents, including final Record Documents, test and commissioning reports, training records, warranties, licenses, spare materials, final affidavits, releases, consent of surety when required, reconciliation of allowances and changes, and evidence that Subcontractors and suppliers have been paid. Acceptance of final payment waives Contractor claims except those expressly identified in writing and previously preserved under the

Contract Documents.

ARTICLE 13. ALLOWANCES UNIT PRICES AND PRICING OF CHANGES

13.1 Allowances. Each allowance includes the stated cost category and, unless expressly stated otherwise, all related labor, unloading, storage, installation, testing, taxes, overhead, and profit. Contractor shall not commit an allowance without Owner’s written selection. The Contract Sum shall be adjusted by Change

Order for the difference between the allowance and the substantiated allowable amount, including the contractual treatment of overhead and profit.

13.2 Unit Prices. Unit Prices in Exhibit D are firm for the period stated and include all direct and indirect costs.

Owner may order more or less of the associated Work by written authorization. Quantities are measured using the method stated in the Contract Documents and verified by Owner. Estimated quantities are not guaranteed.

13.3 Lump-Sum Changes. A lump-sum change proposal shall be complete and include all effects on cost, time, sequencing, testing, warranty, and related Work. Acceptance resolves all known and reasonably foreseeable impacts of the change unless the Change Order expressly reserves a specific matter.

13.4 Time-and-Materials Work. Time-and-materials work is permitted only under prior written authorization stating a not-to-exceed amount. Contractor shall submit daily tickets identifying personnel, hours, labor rates, materials, equipment, and Work performed for verification by ODSR. Verification of a ticket confirms reported resources only and does not concede entitlement, price, or schedule impact.

13.5 Audit Rights. Owner may examine and audit records supporting allowances, Unit Price quantities, time-and-materials work, claims, Change Orders, credits, and any amount based on actual cost. Contractor shall maintain those records and require the same access in applicable subcontracts for at least seven years after

Final Payment or longer if required by law, audit, claim, or litigation.

ARTICLE 14. COSTS INCLUDED IN CONTRACT SUM AND NON-REIMBURSABLE COSTS

14.1 Included Costs. The Contract Sum includes all costs necessary to perform the Work, including project management, field supervision, scheduling, estimating, submittals, coordination, temporary facilities, utilities, mobilization, demobilization, cleanup, security, safety, small tools, consumables, travel, lodging, freight, storage, permits, insurance, bonds, overhead, profit, escalation, and contingency for matters within

Contractor’s assumed risk.

14.2 Contractor Overhead and Profit. Contractor’s overhead and profit are included in the Contract Sum and shall not be separately reimbursed. Markups on authorized changes are limited to the rates in Article 24 or the TSU UGC, as applicable, and may not be compounded or applied to excluded costs.

14.3 Non-Reimbursable Costs. Without limiting Contractor’s stipulated-sum obligation, Owner will not separately reimburse costs arising from estimating errors, lack of coordination, home-office expense, financing, interest, penalties, legal expense, claims preparation, rework, defective Work, warranty work, uninsured losses, deductibles attributable to Contractor, unauthorized overtime, labor inefficiency, procurement delay within Contractor’s control, or failure to comply with the Contract Documents.

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ARTICLE 15. CREDITS REBATES REFUNDS AND SAVINGS

15.1 Allowance Reconciliation. Unused allowance balances and credits attributable to allowance purchases accrue to Owner and shall be deducted by Change Order. Contractor shall provide invoices and other support sufficient to reconcile each allowance.

15.2 Credits and Refunds. Credits, refunds, returns, rebates, discounts, insurance recoveries, and tax adjustments specifically attributable to Owner-funded changes, allowances, or reimbursable amounts shall be credited to Owner. Contractor shall not retain duplicate recovery for the same cost.

15.3 Stipulated-Sum Savings. Except for allowances, credits, and other amounts expressly assigned to Owner, savings achieved by Contractor in performing the original stipulated-sum Work accrue to Contractor, provided that Contractor fully complies with the Contract Documents and does not reduce scope, quality, performance, compatibility, warranty, cybersecurity, or lifecycle value.

15.4 Audit Adjustments. If an audit identifies overpayment, unsupported cost, duplicate markup, or a credit due Owner, Contractor shall promptly repay or credit the amount with any interest required by law. Owner may deduct the amount from payments otherwise due.

ARTICLE 16. EXISTING CONDITIONS AND DESIGN ERRORS OR OMISSIONS

16.1 Existing Conditions. Contractor acknowledges that work will occur on an operating campus and may interface with existing poles, pavements, landscaping, utilities, power, fiber, networks, systems, and equipment. Contractor shall verify accessible conditions, protect active systems, and coordinate any interruption in advance.

16.2 Concealed or Differing Conditions. If Contractor encounters concealed physical conditions materially different from those indicated or ordinarily encountered, it shall stop affected Work, protect the condition, and give prompt written notice before disturbing it. The parties will proceed under the TSU UGC.

Contractor is not entitled to relief for conditions it knew or reasonably should have discovered through required investigation.

16.3 Design Discrepancies. Contractor shall promptly report suspected errors, omissions, conflicts, or code issues in the Construction Documents and request written interpretation. Contractor shall not knowingly exploit an error or proceed with affected Work. Owner is responsible for the adequacy of design furnished by Owner, while Contractor remains responsible for construction means and methods, field verification, coordination, and compliance with approved submittals.

16.4 No Design Responsibility Unless Expressly Included. Contractor is not required to provide professional architectural or engineering services unless expressly stated in the Contract Documents. When delegated design or sealed engineering is required, Contractor shall retain properly licensed professionals and remains responsible for their coordination and performance, without assuming responsibility for Owner-furnished design beyond the delegated scope.

ARTICLE 17. BONDS AND INSURANCE

17.1 Performance and Payment Bonds. Within ten calendar days after execution of this Agreement and before beginning Work, Contractor shall furnish performance and payment bonds in the full Contract Sum when required by Chapter 2253, Texas Government Code, or the Contract Documents. Bonds shall be on Owner-approved forms, issued by an acceptable authorized surety, name the Board of Regents of Texas Southern

University as obligee, and remain effective as required by law and the Contract Documents.

17.2 Insurance Requirements. Before mobilization, Contractor shall provide evidence of the insurance required by Exhibit F and the Special Conditions. Policies and endorsements shall be issued by carriers acceptable to Owner and shall include the required additional insured, waiver of subrogation, primary and noncontributory, notice, completed-operations, and other provisions. Owner’s review does not relieve

Contractor from liability or from maintaining required coverage.

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17.3 Continuing Coverage. Contractor shall maintain required coverage without lapse through the periods stated in the Contract Documents and shall provide renewal evidence before expiration. Owner may withhold payment, suspend Work, or obtain replacement coverage at Contractor’s expense if Contractor fails to comply. Deductibles and self-insured retentions are Contractor’s responsibility unless Owner expressly agrees otherwise in writing.

ARTICLE 18. DISPUTE RESOLUTION

All claims against Owner arising from this Contract or the Project shall be resolved in accordance with Chapter

2260, Texas Government Code, the TSU UGC, and the Special Conditions. Contractor shall continue diligent performance pending resolution unless Owner directs otherwise in writing. Owner designates the ODR as its officer for examining, negotiating, and resolving claims and counterclaims under Chapter 2260, subject to the limits of the ODR’s delegated authority. Nothing in this Article waives Owner’s sovereign immunity or any constitutional, statutory, or common-law right, defense, or limitation.

ARTICLE 19. PROJECT TERMINATION AND SUSPENSION

19.1 Termination for Cause. Owner may terminate Contractor for cause as provided in the TSU UGC, including failure to supply sufficient skilled workers or suitable materials, failure to prosecute the Work timely, material violation of Applicable Law, failure to maintain bonds or insurance, safety violations, defective Work, HUB noncompliance, cybersecurity violations, insolvency, or material breach that is not timely cured after required notice.

19.2 Termination for Convenience. Owner may terminate all or any part of the Work for convenience upon written notice. Contractor shall stop the terminated Work, protect completed Work, cancel commitments as directed, mitigate cost, and deliver materials and records. Contractor’s recovery is limited to amounts permitted by the Contract Documents for properly performed Work and reasonable, documented closeout cost, less prior payments, credits, and amounts due Owner. Contractor is not entitled to anticipated profit on unperformed Work.

19.3 Compensation Following Termination. Payment following termination is conditioned on Contractor’s delivery of Record Documents, submittals, materials paid for by Owner, warranties, licenses, configuration information, test records, and other Project property; assignment or termination of subcontracts as directed; and submission of a final accounting. Termination does not release Contractor or its surety from liability for prior breach or defective Work.

19.4 Suspension. Owner may suspend all or part of the Work by written notice. Contractor shall protect the

Work and mitigate delay and cost. Any adjustment is governed by the TSU UGC and requires timely notice and supporting records. No adjustment is due for suspension caused by Contractor or for a suspension reasonably necessary to address safety, defective Work, lack of insurance, or noncompliance.

19.5 Transition and Delivery of Materials. Upon termination or suspension, Contractor shall cooperate in an orderly transition, provide access to project files and systems, preserve security and confidentiality, and take no action that impairs Owner’s ability to complete, operate, maintain, or secure the Project.

ARTICLE 20. INDEMNITY

20.1 GENERAL INDEMNITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR

SHALL INDEMNIFY AND HOLD HARMLESS OWNER, ITS REGENTS, OFFICERS, AGENTS,

EMPLOYEES, AND REPRESENTATIVES AS PROVIDED IN THE SPECIAL CONDITIONS AND

ARTICLE 3 OF THE TSU UGC. THE INDEMNITY IS LIMITED AND APPLIED AS REQUIRED BY

TEXAS LAW AND DOES NOT REQUIRE CONTRACTOR TO INDEMNIFY AN INDEMNITEE FOR

LIABILITY TO THE EXTENT CAUSED BY THE NEGLIGENCE OR OTHER FAULT OF THAT

INDEMNITEE WHEN SUCH INDEMNITY IS PROHIBITED BY LAW.

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20.2 INTELLECTUAL PROPERTY INFRINGEMENT. WITHOUT LIMITING OTHER OBLIGATIONS,

CONTRACTOR SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS OWNER, ITS

REGENTS, OFFICERS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM CLAIMS,

DAMAGES, COSTS, AND EXPENSES ARISING FROM ALLEGED INFRINGEMENT OR

MISAPPROPRIATION BY EQUIPMENT, SOFTWARE, DOCUMENTS, PROCESSES, OR OTHER

ITEMS FURNISHED BY CONTRACTOR, INCLUDING OWNER’S AUTHORIZED USE.

CONTRACTOR SHALL, AT ITS EXPENSE AND SUBJECT TO OWNER’S APPROVAL, OBTAIN

CONTINUED USE RIGHTS, REPLACE OR MODIFY THE ITEM WITHOUT LOSS OF FUNCTION,

OR REFUND THE AFFECTED AMOUNT AND PAY REASONABLE TRANSITION COSTS.

20.3 Survival. The obligations in this Article survive completion, final payment, and termination of the Contract.

ARTICLE 21. SPECIAL WARRANTIES AND REPRESENTATIONS

21.1 Reliance and Standard of Performance. Owner enters this Agreement in reliance on Contractor’s represented expertise and Proposal. Contractor shall perform in accordance with the Contract Documents, Applicable Law, accepted industry standards, manufacturer requirements, and the level of skill and care ordinarily exercised by qualified contractors performing comparable work. Contractor shall bear the cost of correcting negligent, defective, or nonconforming Work.

21.2 No Diminution by Owner Review. Owner’s observation, review, testing, approval, payment, use, or acceptance of a submittal does not diminish Contractor’s duties or liability and does not waive latent defects, fraud, warranty obligations, or noncompliance.

21.3 Licensing and Registration. Contractor represents that it and all persons performing regulated Work will maintain all licenses, registrations, certifications, manufacturer authorizations, and training required for the Work, including electrical, low-voltage, network, security, engineering, safety, and equipment-specific credentials as applicable.

21.4 Duty to Advise Owner. Contractor shall promptly advise Owner in writing of conditions or requirements it believes are unsafe, unsuitable, inaccurate, incompatible, insecure, noncompliant, or likely to impair operation, maintainability, schedule, budget, warranty, or lifecycle value. Contractor shall propose practicable corrective options but shall not modify the Contract without written authorization.

21.5 Good Business Practices. Contractor shall perform expeditiously and economically, avoid conflicts of interest, maintain adequate financial and staffing capacity, and disclose any commitment or impediment that materially affects performance.

21.6 Authority to Execute. Contractor represents that the individual executing this Agreement is duly authorized to bind Contractor and that Contractor is legally eligible to contract with Owner.

21.7 Limitation of Owner Liability. Except for payment properly due under the Contract Documents, Owner has no liability to Contractor or anyone claiming through Contractor arising solely from execution or performance of this Agreement. No regent, officer, employee, representative, or affiliate of Owner has personal liability to Contractor.

21.8 No Waiver. Nothing in the Contract waives Owner’s constitutional, statutory, or common-law rights, privileges, immunities, defenses, or limitations. This provision controls over any conflicting term.

21.9 Survival. The warranties and representations in this Article survive completion, final payment, and termination.

ARTICLE 22. HAZARDOUS MATERIALS AND ASBESTOS

22.1 Prohibited Materials. Contractor shall not introduce asbestos-containing material or another hazardous material prohibited by the Contract Documents or Applicable Law. Materials shall comply with applicable environmental, health, safety, and disclosure requirements.

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22.2 Discovery of Suspected Hazardous Materials. If Contractor encounters a material reasonably suspected to be hazardous and not addressed by the Contract Documents, Contractor shall stop affected Work, secure the area, avoid…