Transcription
INVITATION TO BID #717-20-749CAMPUS-WIDE PEST CONTROL SERVICESATTACHMENTS Felony Conviction NoticeConflict of Interest QuestionnaireCertification of Criminal ConvictionRequest for Taxpayer Identification Number and Certification (Must be renewedannually)TSU Master Service Agreement (Must be renewed annually)*Please sign this Addendum and include it in your response. Your signature will signify youracknowledgement / receipt of this addendum.Signature
MASTER SERVICES AGREEMENTBETWEENTexas Southern UniversityandSkilled Trade ContractorPage 1 of 35
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 Texasand institution of higher education pursuant to Chapter 106 of the Texas Education Code, andlocated at 3100 Cleburne, Houston, Texas 77004, (hereinafter referred to as “Owner”) andwith mailing address (hereinafterreferred to as “Contractor”) and collectively referred to as “Parties”), for the certain work and joborders to be assigned as needed as set out in Paragraph 2.1.THAT IN CONSIDERATION of the mutual promises and covenants hereinafter contained inthe Agreement by the parties do agree, as follows:ARTICLE 1DEFINITIONS:1.1The term “Owner” means Texas Southern University. Texas Southern University maydesignate a duly authorized representative to act on its behalf by executing theAgreement, and any modification thereto. Owner’s duties include administration of theAgreement, including the negotiation of change orders and modifications and assessingJob Order Contractor’s technical performance and progress, inspecting and periodicallyreporting on such performance and progress during the stated period of performance, andfinally certifying as to the acceptance of the Work in its entirety or any portion thereof, asrequired by the Agreement documents.1.2The term “Job Order Contractor” or “Contractor” means the Job Order Contractor. TheJob Order Contractor may designate a duly authorized representative to act on its behalfand who is specifically authorized to act for Job Order Contractor by executing theAgreement and any modifications thereto. Job Order Contractor’s duties includeadministration of the Agreement and performance of the Work.1.3The term “Contract” or “Agreement” as used herein means this Agreement including itsattachments, modifications or amendments thereto, and any Job Orders that may beissued.1.4The term “Subcontract” as used herein means a business or person that has a contractualrelationship with the Contractor, including purchase orders (other than one involving anemployer-employee relationship) calling for equipment, supplies or services required forcontract performance, including any modifications thereto.1.5The term “Job Order” means a specific written agreement between the Owner and the JobOrder Contractor for Work to be performed under this Agreement.1.6The term “Notice to Proceed” means a notice from Owner that contains certain formalityelements specified in this Agreement.1.7The term “Work” means each necessary and required operation for survey, design,construction (except new construction), repair or maintenance to be performed under thisAgreement on a job order basis. Work includes a broad range of as-needed services asPage 2 of 35
specified under any Job Order that Owner issues. Work further includes furnishing anynecessary labor, material, tool, supply, equipment, transportation, supervision andmanagement. Each Job Order defines and further describes the Work with respect to anyspecific project requirement, unless this Agreement specifies elsewhere otherwise.ARTICLE 2WORK TO BE PERFORMED:2.1In response to Job Order(s) that may be mutually agreed upon and issued periodically byOwner, Job Order Contractor agrees to provide general and specific construction serviceson a per-project basis as requested by the Owner in accordance with the terms of thisAgreement. Job Order Contractor shall, except as may be specified elsewhere in theAgreement, furnish all necessary labor, materials, tools, supplies, equipment,transportation, supervision, management, and perform all operations necessary andrequired for survey, design and construction work (hereinafter called “the Work”) whichwill be defined and further described as to specific project requirements in each JobOrder. The Work shall be performed in accordance with the requirements set forth ineach Job Order.2.2This Contract embodies the agreement of Owner and Job Order Contractor to terms andconditions which will govern any Work that may be prescribed under a Job Order thatmay be issued by Owner and agreed to by Job Order Contractor. Nothing herein shall beconstrued as requiring Owner to issue any Job Order, nor requiring Job Order Contractorto accept same, it being the intent that both parties must mutually agree to any specificWork before a Job Order and Notice to Proceed may be issued.2.3This Agreement is for the provision of specified construction contracting services, to beperformed on a non-exclusive, indefinite quantity basis, as requested by the Owner inaccordance with the terms of this Agreement. Contractor represents and warrants that hehas the knowledge, ability, skills and resources to provide the services.2.4Any Work required under this Agreement shall be authorized by issuance of formal,written Job Orders, as follows:2.4.12.4.2Upon the receipt of this notification, Job Order Contractor shall respond withintwo (2) working days, or as otherwise agreed by:2.4.1.1Visiting the proposed site in the company of Owner, or2.4.1.2Establishing contact with Owner to further define the scope of therequirement.After mutual agreement on the scope of the individual requirement, Job OrderContractor shall then prepare a proposal for accomplishment of the task unlessJob Order Contractor, in its sole discretion, elects not to undertake the Work. Ifthe Work is declined, Job Order Contractor will so notify Owner in a timelymanner.Page 3 of 35
2.4.3To the extent feasible or applicable, the Unit Price Book shall serve as the basisfor establishing the value of the Work to be performed.2.4.4Job Order Contractor’s proposal shall be submitted within ten (10) working daysunless otherwise agreed.2.4.5Upon receipt of Job Order Contractor's proposal, Owner will review the proposalfor 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 toProceed.2.4.6In the event Owner does not issue a Job Order or Notice to Proceed after receiptof Job Order Contractor's proposal, Owner is not obligated to reimburse Job OrderContractor for any costs incurred in the preparation of the proposal.ARTICLE 3JOB ORDERS:3.1Performance of the Work shall be undertaken only upon the issuance of a written JobOrder and Notice to Proceed by Owner. Job Orders shall set forth, with the necessaryparticularity, the following:a.b.c.d.e.f.g.h.i.j.Contract number along with Job Order Contractor’s name,Job Order number and date,The agreed Work and applicable technical specifications and drawings,The agreed period of performance and, if required by Owner, a work schedule,The place of performance,The agreed total price for the Work to be performed,Submittal requirements,Owner’s authorized representative who will accept the completed Work,Signatures by the parties hereto signifying agreement with the specific terms ofthe Job Order, andSuch other information as may be necessary to perform the Work.3.2Job Orders may be amended by Owner in the same manner as they are issued.3.3It is expressly understood between Owner and Job Order Contractor that the cost of eachspecifically authorized project will be established in the Job Order and Notice to Proceedissued by Owner. Established cost amounts shall not be increased except by writtenchange order to a previously issued Notice to Proceed executed by the Owner and JobOrder Contractor and in compliance with established law and policy. Owner is under noobligation to request any services from Job Order Contractor and no minimum amount ofwork is required under this Agreement. Job Order Contractor’s performance shall meetthe highest possible standards of quality, responsiveness, customer satisfaction and costreasonableness.Page 4 of 35
3.4Job Order Contractor shall submit, for Owner approval, a Quality Assurance/QualityControl Plan within fifteen (15) calendar days after issuance of the initial Job Order. Thisplan should address all aspects of quality control including responsibility for surveillanceof work, documentation, trend analysis, corrective action and interface with Owner’sinspectors.3.5Projects or job orders in excess of One Hundred Thousand Dollars ( 100,000.00) must beapproved by the Owner’s Board of Regents. The maximum job order value of thisAgreement is subject to the authority delegated by Owner’s Board of Regents.ARTICLE 4SCHEDULING OF WORK:4.1For each Job Order, Owner will issue a Notice to Proceed or other notification documentthe Owner requires. The first day of performance under a Job Order shall be the effectivedate specified in the Notice to Proceed. Any preliminary work started or material orderedor purchased before receipt of the Notice to Proceed shall be at the risk and expense ofJob Order Contractor. Job Order Contractor shall diligently perform the Work tocompletion within the time set forth in the Job Order. The period of performanceincludes 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 ofcompletion. When Owner determines the Work to be substantially complete, Owner willissue a Certificate of Substantial Completion with a list of items to be completed orcorrected prior to final payment for the Job Order. Job Order Contractor shall proceedpromptly to complete and correct items on the list.4.2Job placement of materials and equipment shall be made with a minimum of interferenceto Owner operations and personnel.4.3Furniture and portable office equipment in the immediate work area will be moved byJob Order Contractor and replaced to its original location. If the furniture and portableoffice equipment cannot be replaced to its original location, Owner will designate newlocations. If furniture and portable office equipment (or other items) must be movedand/or stored outside the immediate area, Owner will compensate Job Order Contractorfor any such transportation and storage costs incurred.4.4Job Order Contractor shall take all precautions to ensure that no damage will result fromits operations to private or public property. All damages shall be repaired or replaced byJob Order Contractor at no cost to Owner.4.5Job Order Contractor shall be responsible for providing all necessary traffic control, suchas street blockages, traffic cones, flagmen, etc., as required for each Job Order. Proposedtraffic control methods shall be submitted to Owner for approval.Page 5 of 35
4.6Owner shall furnish to Job Order Contractor from existing Owner facilities and withoutcost to Job Order Contractor, a supply of water necessary for the performance of workunder this Agreement. Owner will in no case furnish or install any required supplyconnections and piping for the purpose of implementing the availability of the watersupply. It is the responsibility of Job Order Contractor to determine the extent to whichexisting Owner water supply source is adequate for the needs of the Contract.All taps, connections, and accessory equipment required in making the water supplysource available will be accomplished by and at the expense of Job Order Contractor. Allwork in connection therewith shall be coordinated, scheduled, and performed as directedand approved by Owner. Said taps, connections, and accessory equipment shall bemaintained by Job Order Contractor in a workmanlike manner in accordance with therules and regulations of the local authority.Upon completion of this Agreement the removal of all taps, connections and accessorieswill be accomplished by and at the expense of Job Order Contractor so as to leave thewater supply source and facility in its original condition. Such removal shall also besubject to the approval of Owner.4.7Owner shall furnish to Job Order Contractor from existing Owner facilities and withoutcost to Job Order Contractor, electricity necessary for the performance of work under thisContract. It is the responsibility of Job Order Contractor to determine the extent to whichexisting Owner electrical facilities are adequate for the needs of this Contract.All taps, connections, and necessary equipment required in making the electrical poweravailable will be accomplished by and at the expense of Job Order Contractor. All workin connection therewith shall be coordinated, scheduled and performed as directed andapproved by Owner. Said taps, connections, and accessory equipment shall be maintainedby Job Order Contractor in a workmanlike manner in accordance with the rules andregulations of the local authority.Upon completion of this Contract the removal of all taps, connections and accessorieswill be accomplished by and at the expense of Job Order Contractor so as to leave theelectrical power source and facility in its original condition. Such removal shall also besubject to the approval of Owner.SPECIFICATIONS AND DRAWINGS:4.8Job Order Contractor’s duties under the Agreement include the preparation of shopdrawings or sketches necessary to permit orderly construction of Owner’s design plans.4.9Job Order Contractor shall provide to Owner at the time of execution of the Job OrderContract and shall keep on the Work site a copy of the drawings and specifications andshall at all times give Owner access thereto. Anything mentioned in the specificationsand not shown on the drawings, or shown on the drawings and not mentioned in thespecifications, shall be of like effect as if shown or mentioned in both. In case ofdifferences between drawings and specifications, the drawings shall govern. In case ofdiscrepancy either in the figures, in the drawings, or in the specifications, the matter shallPage 6 of 35
be promptly submitted to Owner, who shall promptly make a determination in writingwithin 14 days after submission. Any adjustment by Job Order Contractor without such adetermination shall be at its own risk and expense and may be cause for immediatetermination of the Job Order Contract. Owner shall furnish from time to time such detaildrawings and other information as considered necessary, unless otherwise provided.4.10Wherever in the specifications or upon the drawings the words “directed,” “required,”“ordered,” “designated,” “prescribed,” or words of like import are used, it shall beunderstood 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.4.11Where “as shown,” “as indicated,” “as detailed,” or words of similar import are used, itshall be understood that the reference is made to the drawings accompanying the Contractunless stated otherwise. The word “provided” as used herein shall be understood to mean“provide complete in place,” that is “furnished and installed.”4.12Shop drawings means drawings submitted to Owner by Job Order Contractor showing indetail:a.b.c.The proposed fabrication and assembly of structural elements,The installation (i.e., form, fit and attachment details) of materials or equipment,andThe 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 OrderContractor 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 theAgreement.4.13Job Order Contractor shall use reasonable efforts to coordinate all shop drawings (toinclude plans, sketches, instructions, information, requirements, procedures, requests foraction, and other data supplied to Contractor by Owner, or any other party, thatContractor uses for the Project), review and verify them for accuracy, completeness, andcompliance with Contract requirements and shall indicate its approval thereon asevidence of such coordination and review. Shop drawings submitted to Owner withoutevidence of Job Order Contractor’s approval may be returned for resubmission. Ownerwill indicate its approval or disapproval of the shop drawings and if not approved assubmitted shall indicate Owner's reasons therefore. Any work done before such approvalshall be at Job Order Contractor’s risk. Approval by Owner shall not relieve Job OrderContractor from responsibility for any errors or omissions in such drawings, nor fromresponsibility for complying with the requirements of the Contract, except with respect tovariations described and approved in accordance with paragraph 4.6 below.Page 7 of 35
4.14If shop drawings show variations from the Job Order requirements, Job Order Contractorshall describe such variations in writing, separate from the drawings, at the time ofsubmission. If Owner approves any such variation, Owner shall issue an appropriateContract modification, except that, if the variation is minor and does not involve a changein price or in time of performance, a modification need not be issued.4.15Job Order Contractor shall submit to Owner for approval an appropriate number of copiesof all shop drawings as called for under the various headings of these specifications. Setsof all shop drawings will be retained by Owner and one set will be returned to Job OrderContractor.4.16Omissions from the drawings or specifications or the mis-description of details of workwhich are manifestly necessary to carry out the intent of the drawings and specifications,or which are customarily performed, shall not relieve Job Order Contractor fromperforming such omitted or mis-described details of the Work but they shall beperformed as if fully and correctly set forth and described in the drawings andspecifications.4.17Job Order Contractor shall check all Owner furnished drawings immediately upon receiptand shall promptly notify Owner of any discrepancies. Figures marked on drawings shallbe followed in preference to scale measurements. Large scale drawings shall governsmall scale drawings. Job Order Contractor shall compare all drawings and verify thefigures before laying out the Work and will be responsible for any errors which mighthave been avoided thereby.ARTICLE 5USE OF SPECIFICATIONS, DRAWINGS AND NOTES:5.1All drawings (to include as-built drawings), sketches, designs, design data,specifications, note books, technical and scientific data provided to Job Order Contractoror developed by Job Order Contractor pursuant to the Contract and all photographs,negatives, reports, findings, recommendations, data and memoranda of every descriptionrelating thereto, as well as all copies of the foregoing relating to the Work or any partthereof, shall be the property of Owner and may be used by Owner without any claim byJob Order Contractor for additional compensation, unless such material developed by JobOrder Contractor does not result in an issued Job Order. In such cases, Job OrderContractor will receive reasonable reimbursement for the development of such materialsbefore Owner uses them in any manner whatsoever.5.2Job Order Contractor shall use reasonable efforts to verify the accuracy and suitability ofany drawings, plans, sketches, instructions, information, requirements, procedures,requests for action, and other data supplied to Job Order Contractor by Owner, or anyother party, that Job Order Contractor uses for the project.Page 8 of 35
ARTICLE 6PERMITS AND RESPONSIBILITIES:6.1Job Order Contractor shall be responsible for processing of drawings for: approval byappropriate oversight bodies; for obtaining any necessary licenses and permits; and, forcomplying with any Federal, State and municipal laws, codes, and regulations. Ownerwill reimburse Job Order Contractor for the actual, documented costs of constructionpermits required for the performance of the Work. Job Order Contractor shall also beresponsible for all damages to persons or property that occur as a result of Job OrderContractor’s fault or negligence, and shall take proper safety and health precautions toprotect the Work, the workers, the public, and the property of others. Job OrderContractor shall also be responsible for all materials delivered and work performed untilcompletion and acceptance of the entire Work, except for any completed unit of Workwhich may have been accepted under the Contract.6.2The 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 shallbear the cost of providing all plans, specifications and other documents used by JobOrder Contractor and its consultants.6.3Owner shall furnish information and services relevant to the project and as reasonablynecessary for the project. Job Order Contractor shall exercise reasonable care in relyingupon this information in the performance of its services under this Agreement. Ownermakes no warranties or representations as to the accuracy or suitability of informationprovided to the Job Order Contractor by the Owner or by others. Owner and Job OrderContractor shall render approvals and decisions as expeditiously as necessary for theorderly progress of the Job Order Contractor’s services and of the Work.6.4Owner shall assist Job Order Contractor, as reasonably necessary, in gaining entry toproperty as necessary for Job Order Contractor to perform its services under thisAgreement.6.5Job Order Contractor shall perform all Work in compliance with all applicable federal,state, municipal and State of Texas laws, regulations, codes, ordinances, orders and withthose of any body having jurisdiction over the Work or project. Job Order Contractorshall also be responsible for compliance with Owner’s rules, regulations and policies asthey currently exist or as they may be amended or revised in the future.ARTICLE 7MATERIAL AND WORKMANSHIP:7.1The Contractor shall provide all labor and material necessary and reasonably inferable forthe complete performance of any Work authorized pursuant to this Agreement. Allequipment, material, and articles incorporated in the Work covered by this Agreementshall be new and of the most suitable grade for the purpose intended, unless otherwisespecifically provided in the Agreement. References in the specifications to equipment,Page 9 of 35
material, article, or patented process by trade name, make, or catalog number, shall beregarded as establishing a standard of quality and shall not be construed as limitingcompetition. 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, isequal to that named in the specifications.7.2Job Order Contractor shall obtain Owner’s approval of the machinery and mechanicaland other equipment to be incorporated into the Work. When requesting approval, JobOrder Contractor shall furnish to Owner the name of the manufacturer, the modelnumber, and other information concerning the performance, capacity, nature, and ratingof the machinery and mechanical and other equipment. When required by the Agreementor by Owner, Job Order Contractor shall also obtain Owner’s approval of the material orarticles which Job Order Contractor contemplates incorporating into the Work. Whenrequesting approval, Job Order Contractor shall provide full information concerning thematerial or articles. When directed to do so, Job Order Contractor shall submit samplesfor approval. Machinery, equipment, material and articles that do not have the requiredapproval shall be installed or used at the risk of subsequent rejection. Contractor agreesto use its best efforts, skill judgment, and abilities to perform the Work in an expeditiousand timely manner as is consistent with the orderly progress of any project authorizedpursuant to this Agreement. Contractor shall at all times provide a sufficient number ofqualified personnel to accomplish the Work within the time limits set forth in theschedule.7.3All work under the Agreement shall be performed in a skillful and workmanlike manner.7.4If Contractor will provide services under the Agreement, Contractor covenants and agreesthat in performing its duties and obligations under the Agreement, it will purchaseproducts and materials produced in Texas when such products and materials are availableat a price and delivery time comparable to products and materials produced outside ofTexas.ARTICLE 8TESTING OF MATERIALS:8.1Unless otherwise specified in a Job Order, the Job Order Contractor shall be responsiblefor any required testing of materials prior to incorporation into the Work.ARTICLE 9LAYOUT OF WORK:9.1Job Order Contractor shall lay out its work in accordance with the Agreement plans andspecifications and shall be responsible for all measurements in connection with the layoutof 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 controlpoints established by Owner.Page 10 of 35
ARTICLE 10SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK:10.1Job Order Contractor acknowledges that it has taken steps reasonably necessary toascertain the nature and location of the Work, and that it has investigated and satisfieditself as to the general and local conditions which can affect the Work or its cost,including but not limited to:a.b.c.d.e.10.2Conditions bearing upon transportation, disposal, handling, and storage ofmaterials;The availability of labor, water, electric power, and roads;Uncertainties of weather, river stages, tides, or similar physical conditions at thesite;The conformation and conditions of the ground; andThe character of equipment and facilities needed preliminary to and during workperformance.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 encounteredinsofar 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 andspecifications made a part of this Contract.ARTICLE 11DIFFERING SITE CONDITIONS:11.1Job Order Contractor shall promptly, and before the conditions are disturbed, give awritten notice to Owner of:a.b.Subsurface or latent physical conditions at the site which differ materially fromthose indicated in the Contract, orUnknown physical conditions at the site, of an unusual nature, which differmaterially from those ordinarily encountered and generally recognized as inherentin work of the character provided for in the Contract.11.2Owner shall investigate the site conditions promptly after receiving the notice. If theconditions do materially so differ and cause an increase or decrease in Job OrderContractor’s cost of, or the time required for, performing any part of the Work, whetheror not changed as a result of the conditions, an equitable adjustment shall be made andthe Job Order modified in writing accordingly.11.3No request by Job Order Contractor for an equitable adjustment to the Job/Work Orderfor differing site conditions shall be allowed unless Contractor has given the writtennotice required.Page 11 of 35
11.4No request by Job Order Contractor for an equitable adjustment to the Job Order fordiffering site conditions shall be allowed if made after final payment under such JobOrder.ARTICLE 12AGREEMENT TERM:12.1The 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 andconditions of this Agreement. At the sole discretion of Owner, it may exercise up to twoadditional one-year (1) options upon written notice to the Job Order Contractor at leastsixty (60) days prior to the expiration of the base or any subsequent term. Fortermination clause, see Article 26.1. The Owner has the option to extend the term of thisAgreement, or any renewal period, as necessary for Contractor to complete work on anyproject or Job Order approved by the Owner prior to the expiration of the Agreement.ARTICLE 13COMPENSATION:13.1As full consideration for the satisfactory performance by Job Order Contractor of Workprescribed under the Agreement, Owner shall pay Job Order Contractor the amountsspecified in the individual Job Orders, subject to the terms and conditions of thisAgreement.ARTICLE 14INVOICING AND PAYMENTS:14.1Owner shall make progress payments monthly as the Work proceeds, or at more frequentintervals as determined by Owner, on estimates of Work completed submitted by the JobOrder Contractor and approved by Owner. Job Order Contractor shall use an acceptableinvoice form and shall include supporting documents to reflect a breakdown of the totalprice showing the amount included therein for each principal category of the Work, insuch detail as requested, to provide a basis for determining progress payments. In theestimation of Work completed, Owner will authorize payment for materi
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.
