ESBD_File_337589_Master Services Agreement.pdf

MASTER SERVICES AGREEMENT

BETWEEN

Texas Southern University and

Mechanical Electrical Plumbing (MEP) Contractor

THIS AGREEMENT, entered into and made effective the ___ day of ________, 20___

(“Effective Date”) by and between Texas Southern University, an agency of the State of Texas and institution of higher education pursuant to Chapter 106 of the Texas Education Code, and located at 3100 Cleburne, Houston, Texas 77004, (hereinafter referred to as “Owner”) and

___________________ with mailing address _______________________________ (hereinafter referred to as “Contractor”) and collectively referred to as “Parties”), for the certain work and job orders to be assigned as needed as set out in Paragraph 2.1.

THAT IN CONSIDERATION of the mutual promises and covenants hereinafter contained in the Agreement by the parties do agree, as follows:

ARTICLE 1

DEFINITIONS:

1.1 The term “Owner” means Texas Southern University. Texas Southern University may designate a duly authorized representative to act on its behalf by executing the

Agreement, and any modification thereto. Owner’s duties include administration of the

Agreement, including the negotiation of change orders and modifications and assessing

Job Order Contractor’s technical performance and progress, inspecting and periodically reporting on such performance and progress during the stated period of performance, and finally certifying as to the acceptance of the Work in its entirety or any portion thereof, as required by the Agreement documents.

1.2 The term “Job Order Contractor” or “Contractor” means the Job Order Contractor. The

Job Order Contractor may designate a duly authorized representative to act on its behalf and who is specifically authorized to act for Job Order Contractor by executing the

Agreement and any modifications thereto. Job Order Contractor’s duties include administration of the Agreement and performance of the Work.

1.3 The term “Contract” or “Agreement” as used herein means this Agreement including its attachments, modifications or amendments thereto, and any Job Orders that may be issued.

1.4 The term “Subcontract” as used herein means a business or person that has a contractual relationship with the Contractor, including purchase orders (other than one involving an employer-employee relationship) calling for equipment, supplies or services required for contract performance, including any modifications thereto.

1.5 The term “Job Order” means a specific written agreement between the Owner and the Job

Order Contractor for Work to be performed under this Agreement.

1.6 The term “Notice to Proceed” means a notice from Owner that contains certain formality elements specified in this Agreement.

1.7 The term “Work” means each necessary and required operation for survey, design, construction (except new construction), repair or maintenance to be performed under this

Agreement on a job order basis. Work includes a broad range of as-needed services as specified under any Job Order that Owner issues. Work further includes furnishing any necessary labor, material, tool, supply, equipment, transportation, supervision and management. Each Job Order defines and further describes the Work with respect to any specific project requirement, unless this Agreement specifies elsewhere otherwise.

ARTICLE 2

WORK TO BE PERFORMED:

2.1 In response to Job Order(s) that may be mutually agreed upon and issued periodically by

Owner, Job Order Contractor agrees to provide general and specific construction services on a per-project basis as requested by the Owner in accordance with the terms of this

Agreement. Job Order Contractor shall, except as may be specified elsewhere in the

Agreement, furnish all necessary labor, materials, tools, supplies, equipment, transportation, supervision, management, and perform all operations necessary and required for survey, design and construction work (hereinafter called “the Work”) which will be defined and further described as to specific project requirements in each Job

Order. The Work shall be performed in accordance with the requirements set forth in each Job Order.

2.2 This Contract embodies the agreement of Owner and Job Order Contractor to terms and conditions which will govern any Work that may be prescribed under a Job Order that may be issued by Owner and agreed to by Job Order Contractor. Nothing herein shall be construed as requiring Owner to issue any Job Order, nor requiring Job Order Contractor to accept same, it being the intent that both parties must mutually agree to any specific

Work before a Job Order and Notice to Proceed may be issued.

2.3 This Agreement is for the provision of specified construction contracting services, to be performed on a non-exclusive, indefinite quantity basis, as requested by the Owner in accordance with the terms of this Agreement. Contractor represents and warrants that he has the knowledge, ability, skills and resources to provide the services.

2.4 Any Work required under this Agreement shall be authorized by issuance of formal, written Job Orders, as follows:

2.4.1 Upon the receipt of this notification, Job Order Contractor shall respond within two (2) working days, or as otherwise agreed by:

2.4.1.1 Visiting the proposed site in the company of Owner, or

2.4.1.2 Establishing contact with Owner to further define the scope of the requirement.

2.4.2 After mutual agreement on the scope of the individual requirement, Job Order

Contractor shall then prepare a proposal for accomplishment of the task unless

Job Order Contractor, in its sole discretion, elects not to undertake the Work. If the Work is declined, Job Order Contractor will so notify Owner in a timely manner.

2.4.3 To the extent feasible or applicable, the Unit Price Book shall serve as the basis for establishing the value of the Work to be performed.

2.4.4 Job Order Contractor’s proposal shall be submitted within ten (10) working days unless otherwise agreed.

2.4.5 Upon receipt of Job Order Contractor's proposal, Owner will review the proposal for completeness and will reach agreement with Job Order Contractor on pricing, schedule, and all other terms, prior to issuance of a Job Order or Notice to

Proceed.

2.4.6 In the event Owner does not issue a Job Order or Notice to Proceed after receipt of Job Order Contractor's proposal, Owner is not obligated to reimburse Job Order

Contractor for any costs incurred in the preparation of the proposal.

ARTICLE 3

JOB ORDERS:

3.1 Performance of the Work shall be undertaken only upon the issuance of a written Job

Order and Notice to Proceed by Owner. Job Orders shall set forth, with the necessary particularity, the following:

a. Contract number along with Job Order Contractor’s name,

b. Job Order number and date,

c. The agreed Work and applicable technical specifications and drawings,

d. The agreed period of performance and, if required by Owner, a work schedule,

e. The place of performance,

f. The agreed total price for the Work to be performed,

g. Submittal requirements,

h. Owner’s authorized representative who will accept the completed Work,

i. Signatures by the parties hereto signifying agreement with the specific terms of the Job Order, and

j. Such other information as may be necessary to perform the Work.

3.2 Job Orders may be amended by Owner in the same manner as they are issued.

3.3 It is expressly understood between Owner and Job Order Contractor that the cost of each specifically authorized project will be established in the Job Order and Notice to Proceed issued by Owner. Established cost amounts shall not be increased except by written change order to a previously issued Notice to Proceed executed by the Owner and Job

Order Contractor and in compliance with established law and policy. Owner is under no obligation to request any services from Job Order Contractor and no minimum amount of work is required under this Agreement. Job Order Contractor’s performance shall meet the highest possible standards of quality, responsiveness, customer satisfaction and cost reasonableness.

3.4 Job Order Contractor shall submit, for Owner approval, a Quality Assurance/Quality

Control Plan within fifteen (15) calendar days after issuance of the initial Job Order. This plan should address all aspects of quality control including responsibility for surveillance of work, documentation, trend analysis, corrective action and interface with Owner’s inspectors.

3.5 Projects or job orders in excess of One Hundred Thousand Dollars ($100,000.00) must be approved by the Owner’s Board of Regents. The maximum job order value of this

Agreement is subject to the authority delegated by Owner’s Board of Regents.

ARTICLE 4

SCHEDULING OF WORK:

4.1 For each Job Order, Owner will issue a Notice to Proceed or other notification document the Owner requires. The first day of performance under a Job Order shall be the effective date specified in the Notice to Proceed. Any preliminary work started or material ordered or purchased before receipt of the Notice to Proceed shall be at the risk and expense of

Job Order Contractor. Job Order Contractor shall diligently perform the Work to completion within the time set forth in the Job Order. The period of performance includes allowance for mobilization, holidays, weekend days, normal inclement weather, and cleanup. Therefore, claims for delay based on these elements will not be allowed.

When Job Order Contractor considers the Work complete and ready for its intended use, Job Order Contractor shall request Owner to inspect the Work to determine the status of completion. When Owner determines the Work to be substantially complete, Owner will issue a Certificate of Substantial Completion with a list of items to be completed or corrected prior to final payment for the Job Order. Job Order Contractor shall proceed promptly to complete and correct items on the list.

4.2 Job placement of materials and equipment shall be made with a minimum of interference to Owner operations and personnel.

4.3 Furniture and portable office equipment in the immediate work area will be moved by

Job Order Contractor and replaced to its original location. If the furniture and portable office equipment cannot be replaced to its original location, Owner will designate new locations. If furniture and portable office equipment (or other items) must be moved and/or stored outside the immediate area, Owner will compensate Job Order Contractor for any such transportation and storage costs incurred.

4.4 Job Order Contractor shall take all precautions to ensure that no damage will result from its operations to private or public property. All damages shall be repaired or replaced by

Job Order Contractor at no cost to Owner.

4.5 Job Order Contractor shall be responsible for providing all necessary traffic control, such as street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposed traffic control methods shall be submitted to Owner for approval.

4.6 Owner shall furnish to Job Order Contractor from existing Owner facilities and without cost to Job Order Contractor, a supply of water necessary for the performance of work under this Agreement. Owner will in no case furnish or install any required supply connections and piping for the purpose of implementing the availability of the water supply. It is the responsibility of Job Order Contractor to determine the extent to which existing Owner water supply source is adequate for the needs of the Contract.

All taps, connections, and accessory equipment required in making the water supply source available will be accomplished by and at the expense of Job Order Contractor. All work in connection therewith shall be coordinated, scheduled, and performed as directed and approved by Owner. Said taps, connections, and accessory equipment shall be maintained by Job Order Contractor in a workmanlike manner in accordance with the rules and regulations of the local authority.

Upon completion of this Agreement the removal of all taps, connections and accessories will be accomplished by and at the expense of Job Order Contractor so as to leave the water supply source and facility in its original condition. Such removal shall also be subject to the approval of Owner.

4.7 Owner shall furnish to Job Order Contractor from existing Owner facilities and without cost to Job Order Contractor, electricity necessary for the performance of work under this

Contract. It is the responsibility of Job Order Contractor to determine the extent to which existing Owner electrical facilities are adequate for the needs of this Contract.

All taps, connections, and necessary equipment required in making the electrical power available will be accomplished by and at the expense of Job Order Contractor. All work in connection therewith shall be coordinated, scheduled and performed as directed and approved by Owner. Said taps, connections, and accessory equipment shall be maintained by Job Order Contractor in a workmanlike manner in accordance with the rules and regulations of the local authority.

Upon completion of this Contract the removal of all taps, connections and accessories will be accomplished by and at the expense of Job Order Contractor so as to leave the electrical power source and facility in its original condition. Such removal shall also be subject to the approval of Owner.

SPECIFICATIONS AND DRAWINGS:

4.8 Job Order Contractor’s duties under the Agreement include the preparation of shop drawings or sketches necessary to permit orderly construction of Owner’s design plans.

4.9 Job Order Contractor shall provide to Owner at the time of execution of the Job Order

Contract and shall keep on the Work site a copy of the drawings and specifications and shall at all times give Owner access thereto. Anything mentioned in the specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both. In case of differences between drawings and specifications, the drawings shall govern. In case of discrepancy either in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to Owner, who shall promptly make a determination in writing within 14 days after submission. Any adjustment by Job Order Contractor without such a determination shall be at its own risk and expense and may be cause for immediate termination of the Job Order Contract. Owner shall furnish from time to time such detail drawings and other information as considered necessary, unless otherwise provided.

4.10 Wherever in the specifications or upon the drawings the words “directed,” “required,”

“ordered,” “designated,” “prescribed,” or words of like import are used, it shall be understood that the “direction,” “requirement,” “order,” “designation,” or “prescription,” of Owner is intended; and similarly the words “approved,” “acceptable,” “satisfactory,” or words of like import shall mean “approved by,” or “acceptable to,” or “satisfactory to”

Owner, unless otherwise expressly stated.

4.11 Where “as shown,” “as indicated,” “as detailed,” or words of similar import are used, it shall be understood that the reference is made to the drawings accompanying the Contract unless stated otherwise. The word “provided” as used herein shall be understood to mean

“provide complete in place,” that is “furnished and installed.”

4.12 Shop drawings means drawings submitted to Owner by Job Order Contractor showing in detail:

a. The proposed fabrication and assembly of structural elements,

b. The installation (i.e., form, fit and attachment details) of materials or equipment,

c. The construction and detailing of elements of the Work.

It includes sketches, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by Job Order

Contractor to explain in detail specific portions of the Work. Owner may duplicate, use, and disclose in any manner and for any purpose shop drawings delivered under the

Agreement.

4.13 Job Order Contractor shall use reasonable efforts to coordinate all shop drawings (to include plans, sketches, instructions, information, requirements, procedures, requests for action, and other data supplied to Contractor by Owner, or any other party, that

Contractor uses for the Project), review and verify them for accuracy, completeness, and compliance with Contract requirements and shall indicate its approval thereon as evidence of such coordination and review. Shop drawings submitted to Owner without evidence of Job Order Contractor’s approval may be returned for resubmission. Owner will indicate its approval or disapproval of the shop drawings and if not approved as submitted shall indicate Owner's reasons therefore. Any work done before such approval shall be at Job Order Contractor’s risk. Approval by Owner shall not relieve Job Order

Contractor from responsibility for any errors or omissions in such drawings, nor from responsibility for complying with the requirements of the Contract, except with respect to variations described and approved in accordance with paragraph 4.6 below.

4.14 If shop drawings show variations from the Job Order requirements, Job Order Contractor shall describe such variations in writing, separate from the drawings, at the time of submission. If Owner approves any such variation, Owner shall issue an appropriate

Contract modification, except that, if the variation is minor and does not involve a change in price or in time of performance, a modification need not be issued.

4.15 Job Order Contractor shall submit to Owner for approval an appropriate number of copies of all shop drawings as called for under the various headings of these specifications. Sets of all shop drawings will be retained by Owner and one set will be returned to Job Order

Contractor.

4.16 Omissions from the drawings or specifications or the mis-description of details of work which are manifestly necessary to carry out the intent of the drawings and specifications, or which are customarily performed, shall not relieve Job Order Contractor from performing such omitted or mis-described details of the Work but they shall be performed as if fully and correctly set forth and described in the drawings and specifications.

4.17 Job Order Contractor shall check all Owner furnished drawings immediately upon receipt and shall promptly notify Owner of any discrepancies. Figures marked on drawings shall be followed in preference to scale measurements. Large scale drawings shall govern small scale drawings. Job Order Contractor shall compare all drawings and verify the figures before laying out the Work and will be responsible for any errors which might have been avoided thereby.

ARTICLE 5

USE OF SPECIFICATIONS, DRAWINGS AND NOTES:

5.1 All drawings (to include as-built drawings), sketches, designs, design data, specifications, note books, technical and scientific data provided to Job Order Contractor or developed by Job Order Contractor pursuant to the Contract and all photographs, negatives, reports, findings, recommendations, data and memoranda of every description relating thereto, as well as all copies of the foregoing relating to the Work or any part thereof, shall be the property of Owner and may be used by Owner without any claim by

Job Order Contractor for additional compensation, unless such material developed by Job

Order Contractor does not result in an issued Job Order. In such cases, Job Order

Contractor will receive reasonable reimbursement for the development of such materials before Owner uses them in any manner whatsoever.

5.2 Job Order Contractor shall use reasonable efforts to verify the accuracy and suitability of any drawings, plans, sketches, instructions, information, requirements, procedures, requests for action, and other data supplied to Job Order Contractor by Owner, or any other party, that Job Order Contractor uses for the project.

ARTICLE 6

PERMITS AND RESPONSIBILITIES:

6.1 Job Order Contractor shall be responsible for processing of drawings for: approval by appropriate oversight bodies; for obtaining any necessary licenses and permits; and, for complying with any Federal, State and municipal laws, codes, and regulations. Owner will reimburse Job Order Contractor for the actual, documented costs of construction permits required for the performance of the Work. Job Order Contractor shall also be responsible for all damages to persons or property that occur as a result of Job Order

Contractor’s fault or negligence, and shall take proper safety and health precautions to protect the Work, the workers, the public, and the property of others. Job Order

Contractor shall also be responsible for all materials delivered and work performed until completion and acceptance of the entire Work, except for any completed unit of Work which may have been accepted under the Contract.

6.2 The Job Order Contractor shall fully document its project activities, in drawings, reports, or other methods as appropriate to the Scope of Work. The Job Order Contractor shall bear the cost of providing all plans, specifications and other documents used by Job

Order Contractor and its consultants.

6.3 Owner shall furnish information and services relevant to the project and as reasonably necessary for the project. Job Order Contractor shall exercise reasonable care in relying upon this information in the performance of its services under this Agreement. Owner makes no warranties or representations as to the accuracy or suitability of information provided to the Job Order Contractor by the Owner or by others. Owner and Job Order

Contractor shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Job Order Contractor’s services and of the Work.

6.4 Owner shall assist Job Order Contractor, as reasonably necessary, in gaining entry to property as necessary for Job Order Contractor to perform its services under this

6.5 Job Order Contractor shall perform all Work in compliance with all applicable federal, state, municipal and State of Texas laws, regulations, codes, ordinances, orders and with those of any body having jurisdiction over the Work or project. Job Order Contractor shall also be responsible for compliance with Owner’s rules, regulations and policies as they currently exist or as they may be amended or revised in the future.

ARTICLE 7

MATERIAL AND WORKMANSHIP:

7.1 The Contractor shall provide all labor and material necessary and reasonably inferable for the complete performance of any Work authorized pursuant to this Agreement. All equipment, material, and articles incorporated in the Work covered by this Agreement shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in the Agreement. References in the specifications to equipment, material, article, or patented process by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. Job Order Contractor may, at its option, use any equipment, material, article, or process that, in the sole judgment and prior written approval of the Owner, is equal to that named in the specifications.

7.2 Job Order Contractor shall obtain Owner’s approval of the machinery and mechanical and other equipment to be incorporated into the Work. When requesting approval, Job

Order Contractor shall furnish to Owner the name of the manufacturer, the model number, and other information concerning the performance, capacity, nature, and rating of the machinery and mechanical and other equipment. When required by the Agreement or by Owner, Job Order Contractor shall also obtain Owner’s approval of the material or articles which Job Order Contractor contemplates incorporating into the Work. When requesting approval, Job Order Contractor shall provide full information concerning the material or articles. When directed to do so, Job Order Contractor shall submit samples for approval. Machinery, equipment, material and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection. Contractor agrees to use its best efforts, skill judgment, and abilities to perform the Work in an expeditious and timely manner as is consistent with the orderly progress of any project authorized pursuant to this Agreement. Contractor shall at all times provide a sufficient number of qualified personnel to accomplish the Work within the time limits set forth in the schedule.

7.3 All work under the Agreement shall be performed in a skillful and workmanlike manner.

7.4 If Contractor will provide services under the Agreement, Contractor covenants and agrees that in performing its duties and obligations under the Agreement, it will purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of

Texas.

ARTICLE 8

TESTING OF MATERIALS:

8.1 Unless otherwise specified in a Job Order, the Job Order Contractor shall be responsible for any required testing of materials prior to incorporation into the Work.

ARTICLE 9

LAYOUT OF WORK:

9.1 Job Order Contractor shall lay out its work in accordance with the Agreement plans and specifications and shall be responsible for all measurements in connection with the layout of the work. Job Order Contractor shall furnish, at its own expense, all stakes, templates, platforms, equipment, tools, materials, and labor required to layout any part of the Work.

Job Order Contractor shall also be responsible for maintaining and preserving all control points established by Owner.

ARTICLE 10

SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK:

10.1 Job Order Contractor acknowledges that it has taken steps reasonably necessary to ascertain the nature and location of the Work, and that it has investigated and satisfied itself as to the general and local conditions which can affect the Work or its cost, including but not limited to:

a. Conditions bearing upon transportation, disposal, handling, and storage of materials;

b. The availability of labor, water, electric power, and roads;

c. Uncertainties of weather, river stages, tides, or similar physical conditions at the site;

d. The conformation and conditions of the ground; and

e. The character of equipment and facilities needed preliminary to and during work performance.

10.2 Job Order Contractor also acknowledges that it has satisfied itself as to the character, quality and quantity of surface and subsurface materials or obstacles to be encountered insofar as this information is reasonably ascertainable from an inspection of the site, including all exploratory work done by Owner, as well as from the drawings and specifications made a part of this Contract.

ARTICLE 11

DIFFERING SITE CONDITIONS:

11.1 Job Order Contractor shall promptly, and before the conditions are disturbed, give a written notice to Owner of:

a. Subsurface or latent physical conditions at the site which differ materially from those indicated in the Contract, or

b. Unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.

11.2 Owner shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in Job Order

Contractor’s cost of, or the time required for, performing any part of the Work, whether or not changed as a result of the conditions, an equitable adjustment shall be made and the Job Order modified in writing accordingly.

11.3 No request by Job Order Contractor for an equitable adjustment to the Job/Work Order for differing site conditions shall be allowed unless Contractor has given the written notice required.

11.4 No request by Job Order Contractor for an equitable adjustment to the Job Order for differing site conditions shall be allowed if made after final payment under such Job

Order.

ARTICLE 12

AGREEMENT TERM:

12.1 The base term of this Agreement shall begin on the Effective date and shall expire three

(3) years after that date unless renewed or terminated in accordance with the terms and conditions of this Agreement. At the sole discretion of Owner, it may exercise up to two additional one-year (1) options upon written notice to the Job Order Contractor at least sixty (60) days prior to the expiration of the base or any subsequent term. For termination clause, see Article 26.1. The Owner has the option to extend the term of this

Agreement, or any renewal period, as necessary for Contractor to complete work on any project or Job Order approved by the Owner prior to the expiration of the Agreement.

ARTICLE 13

COMPENSATION:

13.1 As full consideration for the satisfactory performance by Job Order Contractor of Work prescribed under the Agreement, Owner shall pay Job Order Contractor the amounts specified in the individual Job Orders, subject to the terms and conditions of this

ARTICLE 14

INVOICING AND PAYMENTS:

14.1 Owner shall make progress payments monthly as the Work proceeds, or at more frequent intervals as determined by Owner, on estimates of Work completed submitted by the Job

Order Contractor and approved by Owner. Job Order Contractor shall use an acceptable invoice form and shall include supporting documents to reflect a breakdown of the total price showing the amount included therein for each principal category of the Work, in such detail as requested, to provide a basis for determining progress payments. In the estimation of Work completed, Owner will authorize payment for material delivered on the site and preparatory work done if Job Order Contractor furnishes satisfactory evidence that it has acquired title to such material and that the material will be used to perform the Work.

14.2 In the processing of progress payments, Owner may retain five percent (5%) of the estimated amount until final completion and acceptance of all Work performed under the

Job Order. Retention applicable to each Job Order shall be released within sixty days after final completion of the Job Order and acceptance of the Work under the Job Order.

However, if Owner finds that satisfactory progress was achieved during any period for which a progress payment is to be made, Owner may authorize payment to be made in full without retention.

14.3 All material and work covered by progress payments made shall, at the time of payment, become the sole property of Owner, but this provision shall not be construed as:

a. Relieving Job Order Contractor from the sole responsibility for all material and

Work upon which payments have been made or the restoration of any damaged

Work; or

b. Waiving the right of Owner to require the fulfillment of all of the terms of the

Contract.

14.4 An estimate of the Work submitted shall be deemed approved and certified for payment after seven days from the date of submission unless before that time the Owner or

Owner’s agent prepares and issues a specific written finding setting forth those items in detail in the estimate of the Work that are not approved for payment under this Contract.

The Owner may withhold an amount from the progress payment sufficient to pay the expenses the Owner reasonably expects to incur in correcting the deficiency set forth in the written finding. The progress payments shall be paid on or before thirty days after the estimate of the Work is certified and approved. The estimate of the Work shall be deemed received by the Owner on submission to any person designated by the Owner for the submission, review or approval of the estimate of the Work.

14.5 Owner shall pay all unpaid amounts due Job Order Contractor under this Contract within thirty (30) days, after:

a. Completion and acceptance of the Work;

b. Presentation of a properly executed invoice;

c. Presentation of release of all claims against Owner arising by virtue of the

Contract, other than claims, in stated amounts, that Job Order Contractor has specifically excepted from the operation of the release. A release may also be required of the assignee if Job Order Contractor's claim to amounts payable under this Contract has been assigned. Job Order Contractor shall complete a

Contractor's release form acceptable to Owner; and

d. Consent of Job Order Contractor’s surety, if any.

14.6 Job Order Contractor shall submit three (3) original invoices to the following address:

Attn: Facilities Maintenance

Texas Southern University

3100 Cleburne

Houston, TX 77002

14.7 Pursuant to Texas Family Code Section 231.006, Texas Government Code Sections

2155.004 and 2155.006, Contractor certifies that it is not ineligible to receive the

Agreement and payments pursuant to the Agreement and acknowledges that the

Agreement may be terminated and payment withheld if this representation and warranty is inaccurate.

14.8 Contractor certifies that it is not indebted to the State of Texas and is current on all taxes owed to the State of Texas. Contractor agrees that any payments owing to Contractor under the Agreement may be applied directly toward any debt or delinquency that

Contractor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full.

ARTICLE 15

CONSTRUCTION SCHEDULE:

15.1 If required, the Job Order Contractor will submit for approval with the signed Job Order a practicable schedule showing the sequence in which Job Order Contractor proposes to perform the Work, and the dates on which Job Order Contractor contemplates starting and completing the several salient features of the Work (including acquiring materials, plant and equipment). The schedule may be a formal computerized schedule or a progress chart in a bar chart format of suitable scale to indicate appropriately the percentage of Work scheduled for completion by any given date during the period. In either case the basic information should be the same or the schedule chart must contain as a minimum:

a. A list of the different types of work activities or work elements,

b. Show the logical dependencies (ties) to indicate what Work must be accomplished before other Work can begin,

c. Show proposed start and complete dates or time frames for each work activity or work element, and

d. Calculate the “weighting” or relative worth each work activity or work element is of the total project either as a percent or dollar amount. If the Job Order

Contractor fails to submit a schedule with the Job Order, Owner may withhold approval of progress payments until Job Order Contractor submits the required schedule.

15.2 Job Order Contractor shall submit a progress report every week (documenting its project activities as appropriate to the scope of work), or as directed by Owner, and upon doing so shall immediately deliver a current schedule to Owner. If Job Order Contractor falls behind the approved schedule, Job Order Contractor shall take steps necessary to improve its progress, including those that may be reasonably required by Owner. Job Order

Contractor shall not proceed beyond any previously authorized phase of the Work unless authorized by Owner in writing, except at the Job Order Contractor’s own financial risk.

Without additional cost to Owner, Owner may require Job Order Contractor to increase the number of shifts, overtime operations, days of work, and/or the amount of construction plant or equipment, and to submit for approval any supplementary schedule or schedules in chart form as Owner deems necessary to demonstrate how the approved rate of progress will be regained.

15.3 Emergency Work: Job Order Contractor will give top priority to any emergency work

Owner may have and will allocate all resources necessary to accomplish such work in accordance with Owner’s schedule requirements. To the extent the Job Order Contractor incurs additional cost, expense or schedule delay in performing Owner’s emergency work, Owner will equitably adjust the Contract under Article 22.

15.4 Failure of Job Order Contractor to comply with the requirements of Owner under this clause shall be grounds for a determination by Owner that Job Order Contractor is not prosecuting the Work with sufficient diligence to ensure completion within the time specified in the Job Order. Upon making this determination, Owner may terminate Job

Order Contractor’s right to proceed with the Work, or any separable part of it, in accordance with Article 27.

ARTICLE 16

SUPERINTENDENCE BY JOB ORDER CONTRACTOR:

16.1 During the performance of a Job Order and until the Work is completed and accepted by owner, Job Order Contractor shall superintend the Work throughout the project and designate a superintendent or representative satisfactory to Owner who has authority to act on behalf of the Job Order Contractor with respect to all phases of the Work. The designated superintendent or representative shall not be changed without prior approval of Owner, which approval shall not be unreasonably withheld.

ARTICLE 17

INSPECTION OF CONSTRUCTION AND ACCEPTANCE BY OWNER:

17.1 Job Order Contractor shall maintain an adequate inspection system and perform such inspections, as well as ensure that the Work called for conforms to and is consistent with

Job Order requirements. Job Order Contractor shall maintain complete inspection records and make them available to Owner upon Owner’s request. All work is subject to inspection and test by Owner at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of the Agreement. Owner will review work in progress as appropriate and notify the Job Order Contractor in writing of any material error or omission or other defect in the Work or any conflict in the contract documents that the Owner becomes aware of, but Owner shall have no obligation or duty to investigate whether such faults, defects, or conflicts exist.

17.2 Owner inspections and tests are for the sole benefit of Owner and do not:

a. Relieve Job Order Contractor of responsibility for providing adequate quality control measures,

b. Relieve Job Order Contractor of responsibility for damage to or loss of the material before acceptance,

c. Constitute or imply acceptance, or

d. Affect the continuing rights of Owner after acceptance of the complete work under paragraph 17.8 below.

17.3 The presence or absence of an inspector does not relieve Job Order Contractor from any

Agreement requirement, nor is the inspector authorized to change any term or condition of the specification without Owner’s written authorization.

17.4 Job Order Contractor shall promptly furnish, without additional charge, all facilities, labor, and material reasonably needed for performing such safe and convenient inspections and tests as may be required by Owner. Owner may charge to Job Order

Contractor any additional cost of inspection or test when Work is not ready at the time specified by Job Order Contractor for inspection or test, or when prior rejection makes re-inspection or retest necessary. Owner shall perform all inspections and tests in a manner that will not unnecessarily delay the Work. Special, full size and performance tests shall be performed as described in the Job Order.

17.5 Job Order Contractor shall, without charge, replace or correct Work found by Owner not to conform to Job Order requirements, unless Owner consents to accept the Work with an appropriate adjustment in Contract price. Job Order Contractor shall promptly segregate and remove rejected material from the premises. Owner’s approval or acceptance of Job

Order Contractor’s Work will not release Job Order Contractor from any liability for any defects, omissions, errors in the work.

17.6 If Job Order Contractor does not promptly replace or correct rejected Work, Owner may:

a. By Contract or otherwise, replace or correct the Work and charge the cost to Job

Order Contractor, or

b. Terminate for default Job Order Contractor's right to proceed.

17.7 If, before acceptance of the entire Work, Owner decides to examine already completed

Work by removing it or tearing it out, Job Order Contractor, on request, shall promptly furnish all necessary facilities, labor, and material. If the Work is found to be defective or nonconforming in any material respect due to the fault of Job Order Contractor or its

Subcontractors, Job Order Contractor shall bear the expenses of the examination and of satisfactory reconstruction. However, if the Work is found to meet requirements, Owner shall make an equitable adjustment for the additional services involved in the examination and reconstruction, including, if completion of the Work was thereby delayed, an extension of the period of time for performance.

17.8 Substantial Completion means the date on which the Work, or an agreed upon portion of the Work is sufficiently complete so that Owner can occupy and use the Work or a portion thereof for its intended purposes. Unless otherwise specified in the Job Order, Owner shall accept, as promptly as practicable after completion and inspection, all work required by the Job Order or that portion of the Work Owner determines can be accepted separately. Acceptance shall be final and conclusive except for latent defects, fraud, gross mistakes amounting to fraud, or Owner’s rights under any warranty or guarantee.

ARTICLE 18

OPERATIONS AND STORAGE AREAS:

18.1 Job Order Contractor shall confine all operations (including storage of materials) to areas authorized or approved by Owner.

18.2 Temporary buildings (e.g., storage sheds, shops, offices) and utilities may be erected by

Job Order Contractor only with the approval of Owner and shall be built with labor and materials furnished by Job Order Contractor without expense to Owner. The temporary buildings and utilities shall remain the property of Job Order Contractor and shall be removed by Job Order Contractor at its expense upon the completion of the Work. With the written consent of Owner, the buildings and utilities may be abandoned and need not be removed.

18.3 Job Order Contractor shall use only established roadways or temporary roadways constructed by Job Order Contractor when and as authorized by Owner. Job Order

Contractor shall comply with all Federal, state and local laws and regulations when transporting materials.

ARTICLE 19

PROTECTION OF EXISTING VEGETATION, STRUCTURES, UTILITIES

AND IMPROVEMENTS:

19.1 Job Order Contractor shall preserve and protect all structures, equipment and vegetation

(such as trees, shrubs, and grass) on or adjacent to the site, which are not to be removed and which do not unreasonably interfere with the Work required under the Job Order.

Job Order Contractor shall only remove trees when specifically authorized to do so, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during performance by the operation of equipment, or by workmen, Job

Order Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree pruning compound as directed by Owner.

19.2 Job Order Contractor shall protect from damage all existing improvements and utilities at or near the site and on adjacent property of third parties, the locations of which are made known to or should be known by Job Order Contractor. Job Order Contractor shall repair any damage to those facilities, including those that are the property of third parties, resulting from failure to comply with the requirements of the Job Order or failure to exercise reasonable care in performing the Work. If Job Order Contractor fails or refuses to repair the damage promptly, Owner may have the necessary repair work performed and charge the cost to Job Order Contractor.

ARTICLE 20

CLEANING UP AND REFUSE DISPOSAL:

20.1 Job Order Contractor shall at all times keep the site, including storage areas, free from accumulations of waste materials. Before completing the Work, Job Order Contractor shall remove from the premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of Owner. Upon completing the Work, Job Order Contractor shall leave the site in a clean and orderly condition satisfactory to Owner. Final cleanup of the premises shall be included in the period of performance of the Job Order. Job

Order Contractor shall be responsible for all construction refuse disposal containers and their removal from the site. Disposal of any hazardous materials not addressed and priced in the Job Order will be segregated for disposal by Owner unless Owner requires

Job Order Contractor to dispose of the materials in which case, an equitable adjustment in the price will be negotiated and agreed.

ARTICLE 21

WARRANTY OF CONSTRUCTION AND WORKMANSHIP:

21.1 In addition to any other warranties in any Job Orders, Job Order Contractor warrants, except as provided in paragraph 21.10 of this Article that work performed conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or workmanship performed by Job Order Contractor or any of its subcontractors or suppliers at any tier.

21.2 This warranty shall continue for a period of one (1) year from the date of final acceptance of the Work. If Owner takes possession of any part of the Work before final acceptance, this warranty shall continue for a period of one (1) year from the date possession is taken.

21.3 Job Order Contractor shall remedy at Job Order Contractor’s expense any failure of the

Work to conform to the plans and specifications, or any construction defect. In addition, the Job Order Contractor shall remedy at Job Order Contractor’s expense any damage to

Owner’s real or personal property, when that damage is the result of:

a. Job Order Contractor’s failure to conform to requirements; or

b. Any defect of equipment, material, workmanship, or design furnished by the Job

Order Contractor.

21.4 Job Order Contractor shall restore any work damaged in fulfilling the terms and conditions of this Article. Job Order Contractor’s warranty with respect to work repaired or replaced will run for one (1) year from the date of repair or replacement.

21.5 Owner shall notify Job Order Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage. Job Order Contractor has thirty (30) days to repair any discrepancies, defects or damage.

21.6 If Job Order Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, Owner shall have the right to replace, repair, or otherwise remedy the failure, defect or damage at Job Order Contractor’s expense.

21.7 With respect to all warranties, expressed or implied, from subcontractors, manufacturers, or suppliers for work performed and materials furnished for Job Orders issued under this

Contract, Job Order Contractor shall:

a. Obtain all warranties required by the Job Order;

b. Require all warranties to be executed, in writing, for the benefit of Owner; and

c. Enforce all warranties for the benefit of Owner.

21.8 In the event Job Order Contractor’s warranty under paragraph 21.2 of this Article has expired, Owner may bring suit at its expense to enforce a subcontractor’s, manufacturer’s, or supplier’s warranty.

21.9 Unless a defect is caused by the negligence of Job Order Contractor or subcontractor or supplier at any tier, Job Order Contractor shall not be liable for the repair of any defects of material or design furnished by Owner or for the repair of any damage that result from any defect in Owner-furnished material or design.

21.10 Job Order Contractor is not responsible for and does not warranty pre-existing work or facilities that may be assigned to Job Order Contractor except as modified by the Job

Order.

21.11 This warranty shall not limit Owner's rights under Article 17 of this Contract with respect to latent defects, gross mistakes, or fraud.

ARTICLE 22

CHANGES:

22.1 Owner may, at any time, without notice to the sureties, if any, by written order designated or indicated to be a change order, make changes in the Work within the general scope of the Job Orders, including changes:

a. In the specifications (including drawings and designs);

b. In Owner-furnished facilities, equipment, materials, services, or site; or

c. Directing acceleration in the performance of the Work, or otherwise altering the schedule for performance of the Work.

22.2 Any other written order (which, as used in this paragraph, includes direction, instruction, interpretation, or determination) from Owner that causes a change shall be treated as a change order under this Article; provided, that Job Order Contractor gives Owner timely written notice stating the date, circumstances, and source of the order and that Job Order

Contractor regards the order as a change order.

22.3 Except as provided in this Article, no order, statement, or conduct of Owner shall be treated as a change under this Article or entitle Job Order Contractor to an equitable adjustment hereunder.

22.4 Job Order Contractor must submit any proposal under this Article within thirty (30) calendar days after:

a. Receipt of a written change order under Paragraph 22.1 above; or

b. The furnishing of a written notice under Paragraph 22.2 above, by submitting to

Owner a written statement describing the general nature and amount of the proposal, unless this period is extended by Owner. The statement of proposal for adjustment may be included in the notice under Paragraph 22.2 above.

22.5 No proposal by Job Order Contractor for an equitable adjustment shall be allowed if asserted after final payment under the Job Order.

ARTICLE 23

PRICING CHANGES:

23.1 Job Order Contractor, in connection with any proposal it makes for a Job Order change shall furnish a price breakdown itemized as required by Owner. Pricing for such changes shall be based on quantities mutually agreed to by Job Order Contractor and Owner.