COMPETITIVE SEALED PROPOSALS CSP # 14-11-02 JOB ORDER ...

NOTICE TO PROPOSALS – Revised 10/30/2014

COMPETITIVE SEALED PROPOSALS CSP # 14-11-02

JOB ORDER CONTRACT FOR ELEVATOR/WHEELCHAIR LIFTS MAINTENANCE & REPAIR The Houston Independent School District (“HISD” and/or the “District”) is soliciting proposals for Job Order Contract for Resilient Flooring/Installation & Supplies as more fully set out in the Scope of Work and Specific Conditions and Specifications sections of this Competitive Sealed Proposal (“CSP”). An original, (1) copy and (8) electronic copies

of the proposal shall be submitted in accordance with the instructions set out herein to:

Houston Independent School District Board Services CSP #14-11-02 – Elevator / Wheelchair Lifts Maintenance & Repair Attn: Janice James

4400 West 18th Street 1st floor Houston, TX 77092 Each set of the proposal shall be submitted in a binder. The original proposal should be labeled “ORIGINAL” and contain original signatures. The copies of the original are to be labeled “COPY.” Each binder and any container for the binder(s) should be labeled on the outside with the Proposer’s name, address, the CSP number and the CSP name. Proposals will be received at the above address until 2:00 PM, November 19, 2014. Once all proposals are received; each proposer’s name & pricing will be read in room 2NE32 – 2nd floor in the Procurement Department. A pre-proposal conference will be held in conjunction with the CSP on November 5, 2014

at 10:00 AM at Construction & Facilities Services, 1417 Houston Ave. - Houston, Texas 77007. Submitting

proposals prior to the pre-proposal conference is not recommended, and such proposals may be rejected by HISD. A more detailed timeline is set out in the Instructions, Submission Requirements and Procedures section of the CSP. HISD shall receive, publicly open, and read aloud the names of the proposers and any monetary proposals made by the proposers. Proposals received after the Proposal due date and time will not be considered. Faxed proposals will not be accepted. Proposals must be submitted in sufficient time to be received and time-stamped at the above location on or before the proposal due date and time. HISD will not be responsible for proposals delivered late by the United States Postal Service, or any other delivery or courier services. All proposals must remain open for one hundred twenty (120) days from the proposal due date pending acceptance by HISD. The District will award this CSP to one or more suppliers, based upon the evaluation of all proposals received. More details regarding evaluation of proposals are included in Section III, which is the Scope of Work and Specific Conditions section of this CSP.

NOTICE TO PROPOSALS – Revised 10/30/2014

Gilberto A. Carles 10/30/2014 ________________________________________ ____________ Gilberto A. Carles, MBA General Manager – Procurement Services Date

CSP # 14-11-02 JOB ORDER CONTRACT FOR ELEVATOR/WHEELCHAIR LIFTS MAINTENANCE & REPAIR

TABLE OF CONTENTS - Revised 1/30/2013

TABLE OF CONTENTS

TABLE OF CONTENTS .................................................................................................................... 3

I. INSTRUCTIONS, SUBMISSION REQUIREMENTS AND PROCEDURES ................................... 6

1.1 GENERAL INFORMATION ........................................................................................................ 6

1.1.1 CODE OF SILENCE ……………………………………………………………………………...….7

1.4 PROPOSAL INFORMATION REQUIRED .................................................................................. 8

1.5 SUBMISSION OF PROPOSALS ................................................................................................ 9

1.6 FINANCIAL STATEMENTS…………………………………………………………………………….8 1.7 DISCUSSIONS/NEGOTIATIONS ............................................................................................. 10

1.8 BEST AND FINAL OFFERS ..................................................................................................... 10

1.9 MODIFICATION OR WITHDRAWAL OF PROPOSALS ......................................................... 10

1.10 OPENING PROPOSALS ........................................................................................................ 10

1.11 SCHEDULE ............................................................................................................................ 10

1.12 RETENTION OF PROPOSAL DOCUMENTATION .............................................................. 11

1.13 RESERVATION OF RIGHTS................................................................................................ 11

1.14 APPEAL PROCESS ............................................................................................................... 11

II. GENERAL TERMS AND CONDITIONS ................................................................................. 11

2.1 AGREEMENT, INTEGRATION, TERM & TRANSITION, PURCHASE ORDER REQUIREMENTS ........................................................................................................................... 11

2.2 NON-ASSIGNMENT ................................................................................................................. 13

2.3. ................................................................................................................................................. 13

2.4 AUTHORIZATION/PERMITS ................................................................................................... 13

2.5 SUPPLIER NATIONWIDE CRIMINAL BACKGROUND CHECKS .......................................... 13

2.6 SUPPLIER DOCUMENT AUDIT AND INSPECTION/RECORD RETENTION/STUDENT INFORMATION .............................................................................................................................. 14

2.7 CONFIDENTIAL AND PROPRIETARY INFORMATION ........................................................ 14

2.8 DATA AND PROPRIETARY INFORMATION ......................................................................... 14

2.9 TEXAS PUBLIC INFORMATION ACT (TPIA)......................................................................... 14

2.10 STUDENT CONFIDENTIALITY .............................................................................................. 14

2.12. INSURANCE ......................................................................................................................... 15

2.13 TAXES .................................................................................................................................... 16

2.14 INVOICES/PAYMENT .......................................................................................................... 16

2.15 QUANTITY ............................................................................................................................. 16



2.16 BONDING ............................................................................................................................... 16

2.17 GOVERNING LAW ................................................................................................................. 17

2.18 RELATIONSHIP OF THE PARTIES ..................................................................................... 17

2.19 NO WAIVER OF IMMUNITY................................................................................................. 17

2.20 INDEMNIFICATION .............................................................................................................. 17

2.21 NOTICE ................................................................................................................................ 17

2.22 SECTION HEADINGS ........................................................................................................... 18

2.23 THIRD PARTY BENEFICIARIES ............................................................................................ 18

2.24 DISPUTE RESOLUTION ........................................................................................................ 18

2.25 TERMINATION ....................................................................................................................... 18

2.26 DEFECTIVE/NON-CONFORMING WORK........................................................................... 18

2.27 DEFAULT CONDITIONS ....................................................................................................... 19

2.28 WARRANTIES ...................................................................................................................... 19

2.29 Use by other government entities ......................................................................................... 19

III. SCOPE OF WORK AND SPECIFIC CONDITIONS .............................................................. 21

3.4 EVALUATION fACTORS .......................................................................................................... 35

IV. FORM –A ............................................................................................................................... 37

COMPANY INFORMATION ........................................................................................................... 37

FORM A.......................................................................................................................................... 37

SUBSECTION I .............................................................................................................................. 37

COMPANY INFORMATION ........................................................................................................... 37

Form A ............................................................................................................................................ 41

SUBSECTION II ............................................................................................................................. 41

CERTIFICATION AND DISCLOSURE STATEMENT ..................................................................... 41

Form A ............................................................................................................................................ 42

SUBSECTION III ............................................................................................................................ 42

FREE OF INDEBTEDNESS STATEMENT ..................................................................................... 42

Form A ............................................................................................................................................ 43

SUBSECTION IV ............................................................................................................................ 43

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION ............................................. 43

Form A ............................................................................................................................................ 44

SUBSECTION V ............................................................................................................................. 44

STATEMENT OF NON-COLLUSION ............................................................................................. 44

Form A ............................................................................................................................................ 46



SUBSECTION VI ............................................................................................................................ 46

ANTITRUST CERTIFICATION STATEMENT ................................................................................ 46

Form A ............................................................................................................................................ 47

SUBSECTION VII ........................................................................................................................... 47

CONFLICT OF INTEREST QUESTIONNAIRE FORM ................................................................... 48

VI. Form–B M/WBE INSTRUCTIONS……………………………………………………………………51

VII. FORM - C ................................................................................................................................. 52

VIII. FORM-D .................................................................................................................................. 52

IX. FORM - E .................................................................................................................................. 52

IX. FORM – F (Price Adjustment Factors) ...................................................................................... 53

X. FORM -- G QUESTIONNAIRE………………………………………………………………………..56

EXHIBIT A -- HISD CONSTRUCTION TASK CATALOG………………………………………………57

EXHIBIT B -- HISD TECHNICAL SPECIFICATIONS…………………………………………………..58

EXHIBIT C -- SAMPLE CONTRACT……………………………………………………………………..59


Revised 10/30/2014

I. INSTRUCTIONS, SUBMISSION REQUIREMENTS AND PROCEDURES

1.1 GENERAL INFORMATION: The following instructions by the District are intended to afford Proposer(s) an equal opportunity to participate in the proposal process and provide a predetermined set of criteria representing the District’s business and service requirements. This proposal is governed by Texas Education Code (TEC), Texas Government Code, other applicable Texas state statutes, and all local Board of Education (Board) policies. 1.1.1 CODE OF SILENCE AND CONFLICTS OF INTEREST: The Board of Education (Board) has adopted a “Code of Silence” policy (ref. Board Policy CAA (Local)) and a “Conflict of Interest Disclosures” policy (ref. Board Policy BBFA (Local))to enforce its commitment to ethical contracting standards and improve accountability and public confidence. It is important to avoid both the appearance of conflicts and actual conflicts of interest.

1.1.2 The Code of Silence" shall mean a prohibition on any communication regarding any

RFP, bid, or other competitive solicitation between:

1. Any person who seeks an award from the District or its affiliated entities (including, but not limited to, the HISD Foundation and the HISD Public Facility Corporation), including a potential vendor or vendor's representative, and

2. Board members, the Superintendent of Schools, senior staff members, principals, department heads,

directors, managers, or other District representatives who have influence in the evaluation or selection process.

The “Code of Silence” time period shall begin when the Request for Proposal (RFP) is issued and ends upon the execution of the contract. During the “Code of Silence”, campaign contributions, gifts, donations, loans, and any other items of value are prohibited between these parties, including candidates who have filed for election to the Board. The “Conflicts of Interest Disclosures” requires a Board member to disclose and recuse himself or herself from voting on any contract, agreement, or any other District transaction involving an entity or related officer and/or key employee who has provided campaign contributions during the preceding 12 month period in excess of $500. Board Policy CAA (Local) pertaining to the “Code of Silence” and Board Policy BBFA (Local) pertaining to “Conflicts of Interest Disclosures” are attached by URL link above and incorporated by reference. Please review the policies carefully and ensure that the policies are followed in all respects. Proposer(s) agree and understand that non-compliance with the “Code of Silence” policy may result in disqualification. Furthermore, the failure of a Board member to disclose a conflict of interest may result in the debarment of a vendor for 24 months. 1.1.3 By submitting a proposal, Proposer(s) agree to provide the goods/services in full accordance with the specifications and other contract documents notwithstanding existing material and labor markets’ conditions.

1.1.4 The designated project manager during the proposal process shall be Janice James (“Project

Manager”), Procurement Services, 4400 West 18th Street, Houston, Texas 77092, phone 713-556-6534, email [email protected].

1.1.5 Questions concerning the CSP will be answered only if sent to the Procurement Services

Department, in writing via email to [email protected], on or before 12:00 PM, November 3, 2014.

Responses to written questions submitted prior to the pre-proposal conference will be read at the pre-proposal

http://www.houstonisd.org/HISDConnectEnglish/Images/PDF/CAA(LOCAL)%20-%20marked%20version.pdf

http://www.houstonisd.org/HISDConnectEnglish/Images/PDF/BBFA_Local.pdf

mailto:[email protected]


Revised 10/30/2014

conference and included in the first addendum along with additional information including questions from the pre-proposal conference. Additional questions submitted in writing to the Project Manager that come after the pre-proposal conference, up to and prior to the deadline, will be in another addendum with other written questions that are submitted to the Project Manager. All addendums will be posted on the HISD procurement website. The District reserves the right to respond to any question as determined by the District. The Board of Education has approved a resolution establishing policy that requires that the awarded, or selected, Supplier(s) are expected to have paid all assessed taxes and be free of any indebtedness to the District before a project is awarded. Proposer(s) shall provide the District with a statement concerning any indebtedness, including personal and real property taxes, when submitting responses.

1.1.6 In an effort to encourage minority and women owned businesses to participate in HISD business and submit proposals based upon their capacity to perform and be successful, this project may be awarded to more than one Proposer if it is in the best interest of the District.

1.1.7 All costs related to the preparation and submission of this proposal shall be paid by the

Proposer. Issuance of this CSP does not commit HISD, in any way, to pay any costs in the preparation and submission of the proposal. Nor does the issuance of the CSP obligate HISD to award, enter into an agreement, or

purchase any goods and services stated in the CSP.

1.2 DEFINITIONS AND TERMS: In this CSP, terms are used as follows:

1.2.1 Agreement is defined in Section II, General Terms and Conditions. 1.2.2 HISD, owner, district, and/or government entity refers to Houston Independent School District.

1.2.3 Proposer refers to the person/firm that submits the proposal to this CSP. 1.2.4 Project means the Scope of Work for furnishing goods and services. 1.2.5 Proposal refers to the document submitted by an entity that addresses the scope and requirements of this CSP.

1.2.6 CSP refers to this Competitive Sealed Proposal.

1.2.7 Scope of Work is set forth in Section III, Scope of Work and Specific Conditions.

1.2.8 Supplier and/or Vendor refer to the firm/entity to whom a contract is awarded pursuant to this CSP. 1.2.9 Singular terms shall include the plural and vice versa. A gender reference includes both genders. 1.2.10 Job Order Contract (JOC) is a contracting method that allows for services where the work is for indefinite time and indefinite quantities and where orders are awarded substantially on the basis of pre-described and pre-priced tasks. 1.2.10 A Job Order Contract is an indefinite quantity contract pursuant to which the Contractor may perform


Revised 10/30/2014

an ongoing series of individual Projects at different locations. 1.2.11 Job Order is a written order issued by the HISD, such as a Purchase Order, requiring the Contractor to complete the Detailed Scope of Work within the Job Order Completion Time for the Job Order Price. A project may consist of one or more Job Orders. 1.2.12 Construction Task Catalog® is a comprehensive listing of construction related tasks together with a specific unit of measure and a published Unit Price. 1.2.13 Adjustment Factor is a competitively bid adjustment to be applied to the Unit Prices listed in the Construction Task Catalog®.

1.3 SPECIFICATIONS: Proposer(s) are expected to examine and be familiar with all requirements and obligations of this entire CSP. Failure to do so will be at the Proposer(s) risk. The evaluation criteria for the award of this CSP are set forth in the Scope of Work and Specific Conditions Section of this CSP at paragraph 3.3. All exceptions to the specifications and requirements of the CSP must be noted in detail in the Proposal Exception Form (Form E hereto) and included in the proposal. 1.4 PROPOSAL INFORMATION REQUIRED:

1.4.1 To achieve a uniform review process and obtain the maximum degree of comparability, it is required

that proposals be organized in the manner specified. The Proposal shall be submitted in a binder with tabs as set forth below:

Title Page

Show the CSP subject, the name of the Proposer’s firm, address, telephone number, name of contact person, and date.

Tab 1 – Table of Contents Clearly identify the materials by sections and page numbers.

Tab 2 – Proposal Submission Forms Complete and return Forms A–F set forth in the last Section of this CSP. The set of forms submitted in the proposal marked “ORIGINAL” requires original manual signatures. Copies of the forms bearing original signatures should be included in each additional proposal. The forms should be submitted in the following order:

1. FORM A: Company Information 2. FORM B: M/WBE Participation Forms (Separate Envelope) 3. FORM C: NOT USED 4. FORM D: Pricing Assurance 5. FORM E: Exception Form 6. FORM F: Adjustment Factor Proposal Form (Price) 7. FORM G: Questionnaire


Revised 10/30/2014

Tab 3 – Profile of the Proposer a. Indicate the number of people in your organization and their level of experience and qualifications and

the percentage of their time that will be dedicated to this project. b. Provide a list of the Proposer’s top ten current and prior two years’ clients indicating the type of goods

and/or services your organization has provided and/or performed for each client.

Tab 4 – Scope Section Clearly describe the scope of the services to be provided based upon the information in the Scope of Work and Specific Conditions and Specification Sections stated in the CSP. Tab 5 – Questionnaire Response — Respond to the questionnaire included as Form G.

Tab 6 – Invoice Procedure a. Describe the firm’s invoicing procedure. b. Include documentation identifying all of the Proposer’s fees. c. Payment terms. The District’s standard payment terms are 30 days after invoice is received. State any

payment discounts that your company offers, i.e., 2% 10 days – net 30; or 5% 7 days – net 30.

Tab 7 – Addendums Insert all addendums under this section.

1.5 SUBMISSION OF PROPOSALS: The Proposer(s) should propose his/her lowest and best price, (as applicable), on each service which is the subject of this CSP. Proposals shall be submitted in strict compliance with the instructions set out in this CSP. 1.5.1 All Adjustment Factors shall be entered on the proposal in ink or typewritten. All required signatures shall be original and in ink. 1.5.2 Proposed Adjustment Factors should be firm (fixed). 1.5.3 All costs associated with the project must be enumerated in the proposal. Any costs associated with the project not explicitly enumerated and discussed in the proposal will not be honored. Proposer(s) shall provide information on their standard fee arrangement for any goods and/or services proposed, and any discounts offered. Proposer(s) must include in the cost proposal all travel and accommodation expenses associated with travel to perform this project. Travel expenses associated with the project must conform to a “reasonableness” test for travel expenditures associated with governmental travel and must be pre-approved by the District before being incurred. 1.5.4 The District’s standard freight terms are F.O.B., destination, prepaid and allowed. HISD may specify various and different locations within the District for “destination” during the term of the Agreement, or extension of the term, and prices should include allowances for such freight contingencies. No C.O.D. shipments will be accepted. If the goods are not shipped in accordance with HISD’s directions and the instructions set out in the Agreement, the Supplier shall pay to HISD any excess cost incurred by District. 1.5.5 Proposer(s) are required to provide HISD with a menu of any optional services offered. Each service must be priced separately and independent of any other services offered or rendered. 1.5.6 HISD is exempt from and will not be responsible for payment of any taxes.


Revised 10/30/2014

1.5.7 Failure to manually sign the required forms of this proposal may result in rejection of the proposal. 1.5.8 A signed submitted proposal constitutes an offer to perform the work and/or deliver the product(s) specified in this CSP. 1.6 FINANCIAL INFORMATION: Proposer(s) may be required to submit a current audited financial statement. The Project Manager will determine the necessity of financial information. In the event the Proposer(s) does not have an audited statement, other information such as an unaudited statement or copies of the Proposer(s)’ federal income tax returns, with all amendments, may be required. 1.7 DISCUSSIONS/NEGOTIATIONS: HISD shall evaluate and rank each proposal submitted in relation to the published selection criteria and the weighted value for those criteria. HISD shall select the proposer who proposal offers the “best value”. 1.8 BEST AND FINAL OFFERS: HISD shall first attempt to negotiate a contract with the selected proposer. HISD and its architect/engineer may discuss with the selected proposer options for a scope or time modification and any price change associated the modification. If HISD is unable to negotiate a satisfactory contract with the selected proposer, HISD shall, formally and in writing, end negotiations with that proposer and proceed to the next proposer in the order of the selection raking until a contract is reached or all proposals are rejected. 1.9 MODIFICATION OR WITHDRAWAL OF PROPOSALS: Proposals may be modified or withdrawn by written or electronic notice received by the Project Manager prior to the exact hour and date specified for receipt of proposals. A proposal may also be withdrawn in person by a Proposer’s authorized representative prior to the Proposal Due Date and time, provided the Proposer’s identity is confirmed and Proposer’s representative signs a receipt for the proposal.

1.10 OPENING PROPOSALS: A formal public "opening" will be held as advertised in the newspaper of record. Each proposer’s name, monetary proposal, and acknowledgment of addendums. Trade secrets and confidential information contained in proposals shall not generally be open for public inspection, but HISD’s records are subject to the State of Texas Public Information Act requirements. 1.11 SCHEDULE: The following schedule and timelines apply to this CSP.

1.11.1 Proposal Schedule: HISD desires to contract with Proposer(s), to provide services solicited according to the following schedule, which is subject to change at HISD’s discretion.

Timeline Release CSP October 31, 2014

Pre-Proposal Conference November 5, 2014 at 10:00 AM, Construction and Facilities Services, 1417 Houston Ave. - Houston, Texas 77007

CSP Due November 19, 2014 at 2:OO PM

Interviews and Selection November 20, 2014

Selected Proposal(s) Approved Next regularly scheduled Board meeting after interviews and selection

1.11.2. Proposer(s) are strongly encouraged to attend the pre-proposal conference. The conference will start promptly at the stated time and be moderated by a Procurement Department member. General rules of business meeting protocol will be observed during the meeting. Admittance for individuals arriving late is at the


Revised 10/30/2014

discretion of the moderator. In the event that an individual is admitted late, questions already discussed will not be revisited during the remaining portion of the conference. Individuals attending the pre-proposal conference will be required to sign an attendance roster. In addition to their name and company name, each person will be asked to supply an email address, telephone number and a fax number for facsimile transmissions, if needed. This attendance roster will be posted as an addendum on the District’s website along with the CSP and other related documents.

1.11.3 At the District’s discretion, one or more Proposer(s) may be invited to interview, based on a District pre-defined agenda and time line. Said Proposer(s) will be notified by e-mail if the District determines that such interviews are needed. Proposer(s) shall demonstrate their competence, qualifications and/or ability to satisfy the District’s CSP requirements.

1.11.4 Award of the Project to Proposer(s) will be confirmed by a fully executed Agreement, an Agreement Letter and/or confirming Purchase Order.

1.11.5 Timelines set forth herein may be strictly enforced by the District. The District, however, maintains

sole discretion to adjust any deadline or timeline to suit the best interests of the District. 1.11.6 Late Proposals: Responses submitted after the due date and time noted in this CSP shall not be

considered and shall be returned to the Proposer(s), unopened, by United States Mail. The District is not responsible for lateness of U.S. Mail, Commercial (Professional) Carrier, personal delivery, etc. The time and date stamp clock in the Houston ISD’s Board Services Department, Hattie Mae White Educational Support Center, 4400 West 18th Street, Houston, Texas 77092, shall be the official date and time of receipt. It shall be the sole responsibility of the Proposer(s) to ensure that his or her bid is received at the appropriate location by the specified deadline. There shall be no exceptions to these requirements. 1.12 RETENTION OF PROPOSAL DOCUMENTATION: All proposal materials and supporting documentation that are submitted in response to this proposal becomes the permanent property of HISD. 1.13 RESERVATION OF RIGHTS: The District reserves the right to reject any and all proposals. The District reserves the right in its sole discretion to accept the proposal(s) it considers the best value for the District, and the right to waive any and all minor irregularities in the proposal(s). Additionally, the District reserves the right to waive any requirements of the CSP. The District further reserves the right to reject all proposals and seek new proposals when such action would be deemed in the best interests of the District. 1.14 APPEAL PROCESS: Any Proposer(s) that submitted a proposal may appeal the District’s award, if the appeal is based on deviations from laws, rules, regulations, or Board of Education policies. Board of Education GF Local applies to Proposer(s) wishing to appeal a proposal and/or award of a contract: Proposer(s) shall submit appeals via U.S. mail or electronic-mail (e-mail), utilizing the District Dispute Resolution Form, to the General Manager – Procurement Services, and appeals must be received no later than 4:00 P.M. on or before the fifteenth (15th) business day after Board Award. II. GENERAL TERMS AND CONDITIONS

The following terms and conditions are incorporated into this CSP and incorporated into any letter agreement or formal written agreement between HISD and the successful Proposer(s).

2.1 AGREEMENT, INTEGRATION, TERM & TRANSITION, PURCHASE ORDER REQUIREMENTS:


Revised 10/30/2014

2.1.1 The terms, conditions, specifications, stipulations and requirements stated in this CSP, and any and all

Addenda issued by HISD shall become part of the Agreement entered into between the District and the Supplier, unless otherwise determined by the District per the Agreement provisions. The Supplier, as determined by the District, may be required to execute a written contract to furnish all goods and/or services and other deliverables required for successful completion of the proposed project. No Supplier shall obtain any interest or rights in any award until the District has executed the Agreement. The District reserves the right to require any modification, or modifications to the Agreement terms if the modifications are deemed to be in the best interest of the District and do not substantially change the scope of the Board award.

2.1.2 The District does not sign Supplier contract forms. Supplier(s) should be familiar with the District’s

Agreement form, Agreement letter and/or purchase order and indicate in its proposal that this type of project documentation is acceptable. This information should be included in the transmittal letter. In the event that a project is awarded to a Supplier and the Supplier requests changes to the District standard Agreement form, the District reserves the right to cancel the award and re-award the project to an alternate Supplier(s).

2.1.3 In the event of a license agreement or other contract document requested by the Supplier for execution, the District reserves the right to review and amend such document at the District’s discretion.

2.1.4 The Competitive Sealed Proposal, with all Addenda, those provisions in the proposal that are satisfactory to the District, and the District’s Agreement form(s), which may include, but are not limited to a written contract, agreement letter or purchase order constitute the Agreement between the Supplier and the District (collectively, the, “Agreement”). NOTWITHSTANDING ANYTHING TO THE CONTRARY IN ANY SUPPLIER FORM, PROPOSAL OR DOCUMENTATION, THE TERMS AND CONDITIONS OF THE AGREEMENT AS INTEGRATED ABOVE SHALL BE CONTROLLING IN ALL INSTANCES. To the extent there is any conflict between or among the documents composing the Agreement, the following hierarchy (from most to least authoritative) shall prevail: (i) District’s Agreement forms (written contract, agreement letter or purchase order as applicable), and (ii) CSP as provided by the District all Addenda, and (iii) any Proposal provisions agreed to by the District.

2.1.5 Unless otherwise provided or required by the District, a standard agreement which results from this

CSP shall be for a period of one year from the effective date of the Agreement with an exclusive option by the District to renew on an annual basis thereafter for two additional one-year terms, or as otherwise stated in the Agreement. Alternately, the District may approve longer or shorter terms of agreement upon the mutual consent of the parties. At the District’s option, there may be an additional 90-day transitional period added to the end of the initial term or any renewal term. The Agreement prices, terms and conditions are to remain in force during the transitional period. Should the Agreement with the Supplier terminate during the initial or any renewal term for any reason, the District reserves the right to have the same transitional period, prices, terms and conditions as if the Agreement terminated at the expiration of that term.

2.1.6 At the discretion of the District, purchases may require the issuance of an official HISD purchase order from the District’s Procurement Services Department. If so required, then all goods provided without a purchase order will be returned at Supplier’s expense. All services provided without a purchase order may be considered a contribution to the District.

2.1.7 Once the performance of the Agreement has begun, any change orders or requests will be made in accordance with Texas Education Code Section 44.0411 and applicable HISD procedures and policies. If Supplier acts on the direction of a District employee that is not authorized to make changes, Supplier does so at his or her own risk or peril and risks termination of the Agreement for cause. Also, if a Supplier attempts, or receives, a


Revised 10/30/2014

modification/amendment from a District employee that is not authorized to make changes, the Supplier does this at his or her own risk or peril and risks termination of the Agreement for cause. 2.2 NON-ASSIGNMENT: The Supplier may not assign, sell, or otherwise transfer its interest in the Agreement award or any part thereof, without prior written consent from the District. The Supplier shall have full responsibility for the completion and performance of all services and the delivery of all goods awarded to Supplier pursuant to this CSP. 2.3. USE OF DISTRICT NAME OR LOGO(S): Supplier may not use the District’s official name or logo, or any phrase associated with the District, without the written permission from the Board of Education, the Superintendent of Schools, or their designee. 2.4 AUTHORIZATION/PERMITS: The Supplier must have current licenses, permits, fees and similar authorizations required by the City of Houston, Harris Country, and the State of Texas to conduct business and provide awarded goods and/or services to the District and, upon the request of the District, must provide copies of all licenses, permits and fees as being paid and current that are required to do business by the city, county and State for the type of business they are seeking to provide to the District. Supplier will maintain all such licenses, permits, fees and similar authorizations current for the duration of the Agreement term. 2.5 SUPPLIER NATIONWIDE CRIMINAL BACKGROUND CHECKS: Pursuant to Sections 22.085 and 22.0834 of the Texas Education Code, Supplier hereby certifies that all employees, subcontractors and volunteers of the Supplier who are hired by Supplier on or after January 1, 2008, and who have continuing duties related to the contracted services; and who have or will have direct contact with students have passed a national criminal history background record information review as required by those sections.

Supplier shall send or ensure that the employee or applicant sends to the Texas Department of Public Safety (“DPS”) information that is required by the DPS for obtaining national criminal history record information, which may include fingerprints and photographs. DPS shall obtain the person’s national criminal history record information and report the results through the criminal history clearinghouse as provided by Section 411.0845, Government Code. Supplier must also obtain certifications from all subcontractors that their employees to whom Section 22.0834 applies have also passed a national criminal history background record information review. Supplier must also provide assurances that all of its employees, subcontractors and volunteers, including those hired before January 1, 2008, who have contact with students have passed a criminal history background check current within the last year. If an employee, subcontractor or volunteer of the Supplier has a criminal conviction or has received deferred adjudication for a felony offense or a misdemeanor involving moral turpitude, the District may elect not to enter into this contract, or cancel the contract. WARNING: Section 44.034 of the Texas Education Code requires that a person or business entity that enters into a contract with a school district must give advance notice to the district if the person or an owner or operator of the business entity has been convicted of a felony. The notice must include a general description of the conduct resulting in the conviction of a felony. The district may terminate this contract if the district determines that the person or business entity failed to give notice as required by Section 44.034 (a) or misrepresented the conduct resulting in the conviction. The district will compensate the person or business entity for services performed before the termination of the contract.


Revised 10/30/2014

2.6 SUPPLIER DOCUMENT AUDIT AND INSPECTION/RECORD RETENTION/STUDENT INFORMATION:

2.6.1 The District reserves the right to audit various Supplier documents as requested by the District. From time to time, the District may desire to audit certain Supplier documents to ensure compliance with the Agreement and/or proposal response. Some audits may include but are not limited to: checking Supplier’s invoices, authenticating the origin, Material Safety Data Sheet (MSDS), shelf life of products and/or other similar types of documents. The Supplier agrees to furnish the District, in a reasonable time at a mutually agreeable place, documents requested by the District to perform any such reviews or audits.

2.6.2 HISD, or its authorized representative, shall be afforded unrestricted access to and permitted to inspect and copy all Supplier’s records, which shall include but not be limited to accounting records (hard copy as well as computer readable data), correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this project. Supplier shall preserve all such records for a period of five (5) fiscal years or for such longer period as may be required by law, after final payment relating to this project. If this project is funded from contract/grant funds provided by the U. S. Government or the State of Texas, all documentation, including books, and records shall be available for review and audit by the Comptroller General of the U. S. and/or the Inspector General of the federal sponsoring agency, or the State of Texas and its duly authorized representatives.

2.7 CONFIDENTIAL AND PROPRIETARY INFORMATION: The District and the Supplier may provide technical information, documentation and expertise to each other that is either (1) marked as being confidential or, (2) if delivered in oral form is summarized in writing within 10 working days and identified as being confidential (“Confidential Information”). The receiving party shall for a period of five (5) years from the date of disclosure (i) hold the disclosing party’s Confidential Information in strict confidence, and (ii), except as previously authorized in writing by the disclosing party, not publish or disclose the disclosing party’s Confidential Information to anyone other than the receiving party’s employees on a need-to-know basis, and (iii) use the disclosing party’s Confidential Information solely for performance of this project. The foregoing requirement shall not apply to any portion of a party’s Confidential Information which (a) becomes publicly known through no wrongful act or omission on the part of the receiving party; (b) is already known to the receiving party at the time of the disclosure without similar nondisclosure obligations; (c) is rightfully received by the receiving party from a third party without similar nondisclosure obligations; (d) is approved for release by written authorization of the disclosing party; (e) is clearly demonstrated by the receiving party to have been independently developed by the receiving party without access to the disclosing party’s Confidential Information; or (f) is required to be disclosed by order of a court or governmental body or by applicable law, provided that the party intending to make such required disclosure shall notify the other party of such intended disclosure in order to allow such party to seek a protective order or other remedy. 2.8 DATA AND PROPRIETARY INFORMATION: All work, regarding this project, shall be deemed “Work Made For Hire” as defined by the United States Copyright Law, and HISD retains for itself sole ownership of all proprietary rights in and to all designs, engineering details and other data pertaining to any discoveries, inventions, patent rights, software, improvements and the like made by the Supplier’s personnel in the course of performing the work. 2.9 TEXAS PUBLIC INFORMATION ACT (TPIA): Supplier acknowledges that the District is subject to the Texas Public Information Act (TPIA). As such, upon receipt of a request under the TPIA, the District is required to comply with the requirements of the TPIA. In the event that the request involves documentation that the Supplier has clearly marked as confidential and/or proprietary, the District will provide the Supplier with the notices under the TPIA. Supplier acknowledges that it has the responsibility to file exceptions with the Texas Attorney General's Office on why the documents identified as confidential and/or proprietary fall within an exception to public disclosure. 2.10 STUDENT CONFIDENTIALITY: Supplier acknowledges that the District has a legal obligation to maintain the confidentiality and privacy of student records in accordance with applicable law and regulations, including, but not


Revised 10/30/2014

limited to the Family Educational Rights and Privacy Act (“FERPA”). Any student information provided to Supplier shall be provided in compliance with the requirements and exceptions outlined in FERPA. Supplier must comply with said law and regulations and safeguard student information. Supplier may not disclose student information to a third party without prior written consent from the parent or eligible student. Supplier must destroy any student information received from the District when no longer needed for the purposes of the Agreement.

2.12. INSURANCE: 2.12..1 Unless otherwise agreed to by HISD, the Supplier shall carry insurance with responsible carriers rated A-VII or better, by A.M. Best and acceptable to HISD and with minimum limits of liability coverage, as stated

below, against claims for damages caused by bodily injury, including death, to employees and third parties, and claims for property damage. The Supplier shall furnish certificates of insurance to HISD indicating compliance with this paragraph.

Type of Coverage Minimum Limits 1. Workers’ Compensation Statutory and Employer’s Liability $100,000 per accident 2. Automobile Liability: Bodily Injury & Property Damage $1,000,000 Combined Single Limit For all owned, non-owned vehicles and hired vehicles. 3. Commercial General Liability $1,000,000 Per Occurrence $2,000,000 Aggregate 2.12.2 The Supplier shall submit evidence with the proposal and again at the time of any execution of the

contract/agreement that it has in full force and effect all insurance requirements listed above. The Supplier shall maintain such insurance in full force and effect throughout the duration of the Agreement. In the event that it is not commercially feasible to maintain insurance during the period required by the Agreement, Supplier shall supply HISD with equivalent assurance to the required insurance, acceptable to HISD.

2.12.3 HISD shall be named as an additional insured on the automobile and commercial general liability policy. HISD shall be named as an alternate employer on the workers’ compensation policy. A waiver of subrogation shall be issued in favor of HISD in the workers’ compensation, automobile and commercial general liability policies. The Supplier shall provide HISD with certificates of insurance, acceptable to HISD. Insofar as allowed by law, such certificates shall indicate an agreement by each carrier not to cancel or significantly diminish coverage without a minimum of thirty (30) days prior written notice to HISD. In the event there is a deductible on any policy, the Supplier may be asked to provide evidence to the satisfaction of HISD that it is able to satisfy the deductible.

2.12.4 Notice regarding insurance and cancellation or changes should be mailed to: Project Manager as stated in Section 1.1.5 of this CSP Houston Independent School District Procurement Services 4400 West 18th Street Houston, Texas 77092

2.12.5 HISD reserves the right to require additional insurance coverage to be carried by the Supplier as


Revised 10/30/2014

deemed desirable by HISD, depending on the type of project.

2.13 TAXES: HISD is exempt from local, state and federal taxes. In the event that taxes are imposed on the goods and/or services purchased, the District will not be responsible for payment of the taxes. The Supplier shall absorb the taxes entirely. The District will supply tax exemption information upon request. 2.14 INVOICES/PAYMENT:

2.14.1 HISD standard payment terms are net 30 days after receipt of invoice. Supplier may offer the District a cash discount for payment of an invoice(s) with stated discount terms. Supplier’s invoices should be sent to: Houston Independent School District, Controller’s Office, Accounts Payable Department, 4400 West 18th Street, Houston, Texas 77092.

2.14.2 Invoices will be date and time stamped upon receipt in the Accounts Payable Department, and the cash discount, when applicable, will be calculated from the “receipt date” stamped on the invoice. Supplier’s invoices must contain the appropriate HISD purchase order number on the face of the invoice. Each line item on the invoice should contain the corresponding line item number shown on the purchase order. Invoices submitted without the correct purchase order number shown may be returned to the Supplier for correction. Corrected invoices will be subject to the same payment provisions as original invoices. 2.14.3 Invoices should be provided to the District in a timely manner. Supplier is requested to invoice the District within 30 days of providing goods and/or services to the District. 2.14.4 In the event a Supplier presents the District with invoices, statements, reports, etc. that are incomplete, inaccurate or in need of substantial internal research, such action could result in delay of payment. The District will not be responsible for any interest charges and/or late fees as a result of delayed payment due to time delays caused by inadequate or incomplete information provided in invoices by Supplier.

2.15 QUANTITY:

2.15.1 There is no guaranteed amount of business, expressed or implied, to be purchased, or contracted for

by HISD. However, the Supplier shall furnish all required goods and/or services to the District at the stated price, when and if required.

2.15.2 The District’s agreement may be offered to other school districts or governmental entities. If applicable and at the discretion of the District, a forecast of planned usage will be issued as part of the project. This forecast is based upon the District’s historical usage. If the District exceeds that forecast of usage and the Supplier experiences a higher volume of sales, the District may request a value consideration to compensate the District for said increased sales in the form of a volume usage rebate. Supplier should include, in their proposal, the method(s) they will use to calculate the usage rebate and discuss how the rebate will be calculated and paid.

2.15.3 The District expressly reserves the right to procure any goods or services from other sources or by

other means.

2.16 BONDING: At the District discretion, Performance and Payment Bonds may be required on certain projects

valued in excess of designated amounts ($100,000 for Performance Bond & $25,000 for Payment Bond). The District will determine the necessity of Performance and Payment Bond on a project by project basis. A sample of the Performance Bond and the Payment Bond is shown at http://www.houstonisd.org/cms/lib2/TX01001591/Centricity/Domain/8017/Performance Bond Form.docx

http://www.houstonisd.org/cms/lib2/TX01001591/Centricity/Domain/8017/Performance%20Bond%20Form.docx


Revised 10/30/2014

The procurement Project Manager will advise potential Proposers if a particular project requires bonding. 2.17 GOVERNING LAW: Any agreement resulting from this CSP shall be governed by, construed and enforced in accordance with the laws of the State of Texas without regard to the conflicts or choice of law principles thereof. The parties irrevocably consent to the jurisdiction of the State of Texas, and agree that any court of competent jurisdiction sitting in the County of Harris, State of Texas, shall be an appropriate and convenient place of venue, and shall be the sole and exclusive place of venue, to resolve any dispute with respect to the Agreement. 2.18 RELATIONSHIP OF THE PARTIES: It is understood and agreed that the Supplier is a separate legal entity from HISD and neither it nor any employees, volunteers, or agents contracted by it shall be deemed for any purposes to be employees or agents of HISD. The Supplier assumes full responsibility for the actions of its personnel and volunteers while performing any services incident to the Agreement, and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), workers’ compensation, disability benefits and like requirements and obligations. 2.19 NO WAIVER OF IMMUNITY: The District does not waive or relinquish any immunity or defense on behalf of itself and its trustees, officers, employees, and agents as a result of entering into any agreement or contract relating to this project or by performing any of the functions or obligations relating to the project. Nothing in any agreement shall be constructed as creating any personal liability on the part of any trustee, officer, employee, or representative of HISD. No waiver of a breach of any provision of the contract and/or agreement shall be construed to be a waiver of any breach of any other provision. No delay in acting with regard to any breach of any provision shall be construed to be a waiver of such breach. 2.20 INDEMNIFICATION: THE SUPPLIER SHALL INDEMNIFY, AND HOLD HARMLESS AND DEFEND HISD AND EACH OF IT’S RESPECTIVE PAST, PRESENT AND FUTURE OFFICERS, TRUSTEES, AGENTS, AND EMPLOYEES IN THEIR INDIVIDUAL AND OFFICIAL CAPACITIES, FROM AND AGAINST ALL CLAIMS, LOSSES OR DAMAGES, INCLUDING ATTORNEY’S AND EXPERT’S FEES, COURT COSTS AND EXPENSES INCURRED BY HISD AND IT’S OFFICERS, TRUSTEES, AGENTS AND EMPLOYEES, FOR INJURY, INCLUDING DEATH, TO PERSONS, OR DAMAGE TO OR DESTRUCTION OF PROPERTY, AND LAWSUITS, DEMANDS OR CAUSES OF ACTION OF WHATSOEVER KIND OR NATURE BASED UPON, RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH ANY NEGLIGENT ACT, ERROR, OMISSION, MISREPRESENTATION, OR MISCONDUCT BY SUPPLIER AND ITS EMPLOYEES, OFFICERS, SUB-CONSULTANTS, OR AGENTS ARISING OUT OF OR IN CONNECTION WITH SUPPLIER’S PERFORMANCE OF THE AGREEMENT. All obligations as set forth in this paragraph shall survive the completion of or termination of the Agreement. It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligations shall continue in full force and effect. 2.21 NOTICE: Any notice required to be given relating to the Agreement shall be in writing and shall be duly served when hand-delivered to the addressees set forth below, or shall have been deposited, duly registered or certified, return receipt requested, via the United States Postal Service, addressed to the other party at the following addresses: To: Supplier’s Contact Name and Address as listed in Form A


Revised 10/30/2014

To: Houston Independent School District Attn: Superintendent of Schools 4400 West 18th Street Houston, Texas 77092 Copy To: Mr. Gilberto A. Carles, MBA General Manager – Procurement Services 4400 West 18th Street Houston, Texas 77092 Any party may designate a different address by giving the other party ten (10) days prior written notice in the manner provided above. 2.22 SECTION HEADINGS: The headings of sections and paragraphs contained in any document related to this project are for convenience only, and they shall not, expressly or by implication, limit, define, extend, or construe the terms or provisions relating to the project. 2.23 THIRD PARTY BENEFICIARIES: Nothing relating to this project shall be deemed or construed to create any third party beneficiaries or otherwise give any third party any claim or right of action against HISD or the Supplier(s). 2.24 DISPUTE RESOLUTION: At the option of the District, the Supplier and the District agree that prior to filing any suit, administrative proceeding, or other legal proceeding, related to this Agreement, each party shall submit any and all disputes to the alternative dispute resolution process of non-binding mediation. The Supplier and the District further agree to attend the mediation and to participate in settlement negotiations in a good faith effort to resolve any and all disputes through a written settlement agreement. The mediation shall take place in Harris County, Texas, and will be conducted by a mediator mutually selected by the parties. If the parties are unable to agree on a mediator, each party shall submit a list of up to three names as a mediator along with a curriculum vitae and costs associated with each name submitted. Each party will alternate in striking one name from the list until only one name remains. The remaining name will be the agreed upon mediator. HISD will have the first opportunity to strike a name from the list. All fees and costs of the mediator shall be shared equally between the parties. No formal record shall be made of the mediation. 2.25 TERMINATION:

2.25.1 The District reserves the right to terminate, without cause and for any reason, the Agreement resulting from this CSP upon thirty (30) calendar days prior written notice, or five (5) days prior written notice for cause.

2.25.2 HISD also has the right to terminate the Agreement for convenience, without penalty, for non-

appropriation or non-availability of funds by delivery to the Supplier of a "Notice of Termination" specifying the extent to which performance hereunder is terminated and the date upon which such termination becomes effective.

2.26 DEFECTIVE/NON-CONFORMING WORK:

2.26.1 If, following seven (7) calendar days of a written notice to a Supplier identifying defective or

nonconforming work, the Supplier or its subcontractors fail to correct such defective or nonconforming work, HISD may order the Supplier to stop further work, or any portion thereof, until the defect or nonconformance has been properly corrected by the Supplier or its subcontractors.


Revised 10/30/2014

2.26.2 Should the Supplier not proceed with the correction of defective or non-conforming work within three (3) additional calendar days of HISD’s order to stop further work, as set forth above, HISD may cause the removal, repair or correction of the defective or nonconforming work and may charge all associated costs of the same to the Supplier. 2.27 DEFAULT CONDITIONS: If the Supplier: (i) breaches any provision of the Agreement; (ii) , becomes insolvent, enters voluntary or involuntary bankruptcy, or receivership proceedings, or makes an assignment for the benefit of creditors; or (iii) is in violation of any state or federal law (collectively, “event(s) of default”), HISD will have the right (without limiting any other rights or remedies that it may have in the Agreement or by law) to terminate the Agreement with five (5) days prior written notice to the Supplier. HISD will then be relieved of all obligations, except to pay the reasonable value of the Supplier’s prior performance, satisfactory to HISD (at a cost not exceeding the agreement rate and subject to any claims, costs and expenses incurred by HISD as a result of Supplier default). In the event of default, HISD is expressly authorized to obtain the goods or services that would have been provided by Supplier under this Agreement from an alternative source. The Supplier will be liable to HISD for all costs exceeding the Agreement price that HISD incurs in completing or procuring the services and goods as provided for in the Agreement. HISD’s right to require strict performance of any obligation in the Agreement will not be affected by any previous waiver, forbearance, or course of dealing. 2.28 WARRANTIES: SUPPLIER EXPRESSLY WARRANTS THAT ALL THE GOODS AND SERVICES COVERED BY THE AGREEMENT RESULTING FROM THIS CSP WILL BE IN EXACT ACCORDANCE WITH THE REQUIREMENTS OF THE AWARD OF THE CSP AND RESULTING AGREEMENT AND FREE FROM DEFECTS IN MATERIALS AND/OR WORKMANSHIP. SUPPLIER EXPRESSLY WARRANTS MERCHANTABILITY FOR ALL GOODS PROVIDED PURSUANT TO THE RESULTING AGREEMENT. ALL WARRANTIES SHALL SURVIVE DELIVERY OF THE GOODS AND COMPLETION OF THE SERVICES, AND SHALL NOT BE DEEMED WAIVED EITHER BY REASON OF THE DISTRICT’S ACCEPTANCE OF SAID GOODS AND SERVICES OR BY PAYMENT FOR THEM. ANY DEVIATIONS FROM THE AGREEMENT, OR DESCRIPTIONS OR SPECIFICATIONS FURNISHED THEREUNDER, OR ANY OTHER EXCEPTIONS OR ALTERATIONS MUST BE APPROVED IN WRITING BY THE DISTRICT’S PROCUREMENT GENERAL MANAGER.

2.29 USE BY OTHER GOVERNMENT ENTITIES: The Texas Education Code 44.031 (a)(4) allows for government entitles, i.e. state agencies, local governments and school districts, to enter into cooperative agreements to allow the procurement process to be performed by a single entity on behalf of all those electing to participate. Any of the above entities may be granted the privilege of joining the awarded Agreement. In the event HISD allows another governmental entity to join the Agreement, it is expressly understood that HISD shall in no way be liable for the obligations of the joining governmental entity.

2.30 THIRD PARTIES: Nothing in this CSP shall create a contractual relationship with or a cause of action in favor of a third party against either HISD or the Supplier. 2.31 UNENFORCEABLE SECTIONS: If any portion of this CSP or any Agreement is deemed to be unenforceable, the remainder of the CSP and Agreement shall be construed as if such unenforceable provisions had never been contained therein. 2.32 MWBE PARTICIPATION GOAL: The Supplier shall report their MWBE participation goal as a percent of the total compensation. This information shall be identified per firm, discipline and participation. 2.33 SUBCONTRACTING: The Supplier shall not subcontract services provided in this CSP without prior written approval by HISD.


Revised 10/30/2014

2.34 WORK STOPAGE: In no event shall HISD be liable or responsible to the Supplier or any other person for our on account of, any stoppage or delay in work. 2.35 HAZARDOUS MATERIALS: In the performance of the Supplier’s services, the Supplier shall not cause any release of Hazardous Substances, including asbestos, or contamination of the environment, including the soil, the atmosphere or any water course or ground water. Supplier shall be liable for any claims or damages resulting from such release of or exposures to any such substances as a result of the Supplier’s activities. 2.36 BUSINESS ETHICS: During the course of the project awarded by this CSP, the Supplier will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts of interest. No substantial gifts over $50, entertainment, payments, loans, or other considerations beyond that which may be collectively categorized as incidental shall be made to any employees or officials of HISD, its authorized agents and representatives, or to family members of any of them. At any time the Supplier believe there may have been a violation of this obligation, the Supplier shall notify HISD of the possible violation. HISD is entitled to request a representation letter from the Supplier, its subcontractors or vendors at any time to disclose all things of value passing from the Supplier, its subcontractors or vendors to HISD’s personnel or its authorized agents and representatives. 2.37 BUSINESS CERTIFICATES/HISD TAXES: All individuals or entries entering into a contract with HISD must adhere to the following applicable Texas laws as they pertain to their individual type of ownership.

2.37.1 Corporations: (domestic [formed under Texas law] or foreign [formed under laws of another state]) shall be properly registered with the Texas Secretary of State and the Comptroller of Public Accounts as required by TITLE 34, Part 1, Chapter 3, Subchapter V, Rule 3.546 of the Texas Administrative Code. A current “Certificate of Good Standing” from the Texas Comptroller of Public Accounts shall be made available upon request stating that the corporation charter is current and all Texas Franchise Reports and taxes are paid.

2.37.2 Partnerships and Joint Stock Companies, and Limited Liability Partnerships: (domestic [formed under Texas law] or foreign [formed under laws of another state]) shall be, properly registered with the Texas Secretary of State in accordance with the Texas Secretary of State in accordance with TITLE 105 – PARTNERSHIPS and JOINT STOCK COMPANIES, CHAPTER ONE- PARTNERSHIPS, LIMITED PARTNERSHIPS, TEXAS REVISED PARTNERSHIP ACT, Article 6132a-1, “Texas Revised Limited Partnership Act. All partners in a partnership must file a “Certificated of Limited Partnership” with the secretary of state, which shall be made available for inspection upon request.

2.37.3 Entities whether, Corporate, Partnership, or Sole Owner must be current on HISD Property Taxes: If commercial personal property is located within HISD’s jurisdiction, current renditions of these properties must be filed with the Chief Appraiser, as required by Chapter 22k Section 22.01 of the Texas “PROPERTY TAX CODE”.

2.38 ATTORNEY FEES: In connection with HISD’s defense of any suit against it and/or HISD’s prosecution of any claim, counterclaim or action to enforce any of its rights and/or claims related to this CSP or any agreement, in which HISD prevails as to all or any portion of its defense(s), claims, counterclaims or actions, HISD shall be entitled to recover its actual attorney’s fee and expenses incurred in defending such suit and/or in prosecuting such claim or action.


Revised 10/30/2014

III. SCOPE OF WORK AND SPECIFIC CONDITIONS

3.1 Scope of Work

A. Contract Overview: A Job Order Contract is an indefinite quantity contract pursuant to which the Contractor may perform an ongoing series of individual Projects at different locations. The Contract Documents include a Construction Task Catalog® containing construction tasks with preset Unit Prices. All Unit Prices are based on local labor, material and equipment prices and are for the direct cost of construction. The Contractor will propose two Adjustment Factors to be applied to the Unit Prices. One Adjustment Factor for performing work during Normal Working Hours and a second Adjustment Factor for performing work during Other Than Normal Working Hours. The same two Adjustment Factors shall apply to every Pre-priced Task in the Construction Task Catalog®. The Contractor will also bid an Adjustment Factor for performing Non Pre-priced Tasks. Job Orders may be of a recurring nature, with indefinite delivery times and/or indefinite quantities at various locations in the District. A one year contract with four annual renewal options will be developed for this program in support of the Houston Independent School District (HISD). HISD policy establishes that JOC contracts can be used to provide work, which in combination does not exceed $1,000,000 at any individual school over the course of a year and each project may not exceed $500,000. The HISD has over 200+ school & facilities wherein these services may be used and which may be covered by this project. Thereafter, as projects are identified the Contractor will jointly scope the work with the Owner. The Owner will prepare a Detailed Scope of Work and issue a Request for Proposal to the Contractor. The Contractor will then prepare a Job Order Proposal for the Project including a Job Order Price Proposal, drawings and sketches, a list of subcontractors, construction schedule, and other requested documentation. The Job Order Price shall equal the value of the approved Job Order Price Proposal. The value of the Job Order Price Proposal shall be calculated by summing the total of the calculation for each Pre-priced Task (Unit Price x quantity x Adjustment Factor) plus the value of all Non Pre-priced Tasks. If the Job Order Proposal is found to be complete and reasonable, a Job Order may be issued. A Job Order will reference the Detailed Scope of Work and set forth the Job Order Completion Time, and the Job Order Price. The Job Order Price shall be a lump sum, fixed price for the completion of the Detailed Scope of Work. A separate Job Order will be issued for each Project. Extra work, credits, and deletions will be contained in a Supplemental Job Order. The Owner selected The Gordian Group’s (Gordian) Job Order Contracting (JOC) Solution (Gordian JOC SolutionTM) for their JOC program. The Gordian JOC Solution includes Gordian’s proprietary eGordian® JOC Applications and Construction Task Catalog®, which shall be used by the Contractor to prepare and submit Job Order Proposals, subcontractor lists, and other requirements specified by the Owner. The Contractor shall be required to execute Gordian’s JOC System License and Fee Agreement, and pay a 1.95% JOC System License Fee to obtain access to the Gordian JOC Solution

B. Description of the Work: The work of this Contract will be set forth in the Detailed Scope of Work referenced

in the individual Job Orders. The Contractor is required to complete each Detailed Scope of Work for the


Revised 10/30/2014

Job Order Price within the Job Order Completion Time. HISD reserves the right to require the Contractor to work at any location or facility under the HISD jurisdiction.

C. Performance Period: The Base Term of the Contract is one year. If deemed to be in the best interests of

the District according to potential future needs, the District may issue up to four (4) contract renewals Option Terms under the same terms and conditions as the Base Term. The duration of each Option Term is one year. The District also reserves the right to annually review the Adjustment Factors in the marketplace and negotiate adjustments mutually beneficial to all participating entities. The District may automatically exercise these additional options upon expiration of a twelve-month period since the start of the last contract term. This in no way implies that the District is obligated to extend this contract past the base year and any future decision to do so is entirely at the discretion of the District.

All Job Orders issued during the term of this Contract shall be valid and in effect notwithstanding that the Detailed Scope of Work may be performed, payments may be made, and the guarantee period may continue, after such period has expired. All terms and conditions of the Contract apply to each Job Order.

D. Contract Values: This procurement has no guaranteed minimum amount over the life of the contract.

E. Job Order Values: It is expected that typical Job Orders issued under this contract will range from $100 to $500,000. Job Orders lesser or greater than those amounts may be issued in a single Job Order for more than one building and more than one Job Order may apply to a single building. It should be noted that each entity must decide the amount of work to be carried out under JOC contracts. The HISD Board of Education has approved a policy that allows JOC contracts up to $1,000,000 in aggregate at any individual school over the course of a year.

F. Overview of Contractor(s) Responsibilities: Once a Job Order is issued by the Issuing Authority, the

Contractor(s) will provide all materials, labor, tools, equipment, supervision, project management, and quality control to successfully complete the Job Order in the required time frame. For a detailed description of the ordering procedures, refer to 3.3. Adjustment Factors and Ordering.

G. Construction Task Catalog: A comprehensive listing of construction related tasks together with a specific

unit of measure and a published Unit Price.

H. Facility Locations: Any facility that is owned or leased by HISD.

3.2 Special Conditions

A. Contractor(s) Staffing Requirements: The Contractor(s) must assign a staff to this project large enough to handle the actual workload, to include staffing effectively and efficiently handle both seasonal surges and slow periods. The number of proposed personnel, plans for incremental staff increases to meet workload growth, the rationale therefore, and the responsibilities and qualifications of key personnel must be described in the proposal. The Contractor should have 3 to 5 years of experience in the specified field of work.

B. Quality Control: The Contractor(s) will be responsible for quality control and must perform all work in

accordance with drawings, applicable codes, and construction documents, Construction Task Catalog and Technical Specification. The Contractor(s) shall submit a quality control plan with their Proposal. The District will periodically observe work, prepare punch lists when required, and participate in a pre-final and final inspection prior to acceptance and approval for payment. However, the Contractor(s) has the ultimate


Revised 10/30/2014

responsibility for quality control. C. Asbestos and Lead Paint: Prior to starting work on any Job Order, the Contractor(s) will examine the

District’s asbestos and lead paint surveys to determine if either of these substances are present in the facility to be worked on. If documentation is not available or not reliable, the Contractor(s) shall have the area tested for asbestos and lead paint by a certified inspector prior to beginning work. All testing and removal actions shall be preceded by an executed Job Order. If removal becomes necessary, the Contractor(s) shall comply with all local, state, and national codes and regulations pertaining to asbestos or other hazardous materials removals, encapsulations, and other actions. Contractor(s) shall submit the appropriate certification form whenever necessary for each individual Job Order.

D. Subcontracting Goals: The District’s subcontracting goals are to have 20% of all work performed by

Minority/Woman Owned Business Enterprise (M/WBE). The Contractor(s) should describe their proposed plan to meet this goal in their Proposal under Subcontractor(s) and Supplier Support.

E. Schedule: The standard Job Order Completion Time for all regular Job Orders is for the detailed Scope of

Work to be completed within 90 days of the issuance of the Job Order. Contractor(s) shall properly develop and deliver a proposed schedule for the work covered by a Job Order within one week of the issuance of the Job Order, including identification of the inclusive time when the Contractor(s) anticipates being at each school facility, in order that the District is able to determine if the schedule meets the program requests of the schools. In emergency or non-standard situations, the issuing entity may require that the Job Order be completed on an expedited basis. Expedited orders are to be completed within the timelines agreed to by the issuing entity and the Contractor(s). The District reserves the right to require that some of the work be completed after normal school hours during Other than Working Hours.

F. Damages for Delays: The Contractor(s) is expected to complete each Job Order on a timely basis.

Liquidated damages may be assessed at the option of the Issuing Authority for non-completion based on the number of days agreed to at the execution of the Job Order. The damages will be assessed by dividing one (1) by the number of days in which the Contractor(s) agreed to complete the project, which when divided by 100 will result in a percentage per day delay. The damages are phased in over four days. The following chart will determine the actual penalty per day. All damages are accumulative.

Example: Contractor has 30 days to complete the project but finishes in 35 days. One day ÷ 30 days times 100 equals 3.3% per day damages after the third delay day.

1st day delay 3.3% x .25 = 8.25% Damages 2nd day delay 3.3% x .50 = 1.65% Damages 3rd day delay 3.3% x .75 = 2.475% Damages 4th day and over 3.3% x 1.00 = 3.3% Damages Total Damages

Damages may be reduced by the Issuing Authority under extenuating circumstances. 3.3 Specifications and Drawings

A. Technical Specifications: The Contractor(s) shall be required to adhere to all applicable local, state, and national design codes and requirements as well as HISD Standards.

B. Job Order Scope Definition: As individual work requirements are identified, the Issuing Authority will give a


Revised 10/30/2014

Contractor(s) description of the work requirement as part of the Job Order request package. As a minimum, this document will identify the location of the requirement, describe the work that needs to be done, and outline any special parameters that may apply. On certain occasions, the Issuing Authority will provide the contractor with design documents from an architect or engineer. However, on other occasions, the Contractor(s) will be required to prepare the design documents. The District anticipates that approximately 50 percent of the Job Order requests will come from the Issuing Authority with design documents attached.

C. Job Order Technical Proposal: When design documents are not provided by the Issuing Authority, the

Contractor(s) will be responsible to convert the description of work into a Technical Proposal. The Technical Proposal will consist of a detailed Scope of Work, shop drawings, plans, detail drawings, and other documents completed to the level of detail that is required for successful completion of the project. The Contractor(s) will adhere to all applicable local, state, and national design codes and requirements as well as the CSI construction specifications included in the Construction Task Catalog and elsewhere in these Contract Documents.. The Contractor(s)’s drawings must be neat and professional in appearance. The final version of the Technical Proposal will be due to the Issuing Authority not later than 14 calendar days from the Job Order site visit, unless otherwise directed by the Issuing Authority. Final approval for acceptance of the Technical Proposal rests with the Issuing Authority. The Contractor(s) will resubmit the Technical Proposal as necessary for changes and refinements. Time extensions past the 14-day completion requirement will be granted only under extenuating circumstances.

D. As-built Drawings and Shop Manuals: As directed by Issuing Authority, the Contractor(s) will be required to

submit two complete sets of as-built drawings to the Issuing Authority within 30 days after project acceptance. As-built shall be submitted in paper as well as electronic (latest version as of this proposal). The Contractor(s) must also submit three copies of shop manuals at that time if equipment has been installed as part of the Job Order.

3.3 Adjustment Factors A. Adjustment Factors

There are three (3) Adjustment Factors for this Contract. When preparing a Job Order Price Proposal, the Contractor shall select the appropriate Adjustment Factor for each task. The Adjustment Factors are as follows:

1. Normal Working Hours: Monday through Friday 8:00 am to 5:00 pm except holidays.

2. Other Than Normal Working Hours: Monday through Friday 5:01 pm to 7:59 am and all day Saturday, Sunday and holidays.

3. Non Pre-priced: For Non Pre-priced Tasks.

B. The Other than Normal Working Hours Adjustment Factor must be equal to or greater than the Normal Working Hours Adjustment Factor.

C. The Non Pre-priced Adjustment Factor must be greater than or equal to 1.0500 and equal to or less than 1.1500.


Revised 10/30/2014

D. Calculation of the Job Order Price: The value of the Job Order Price Proposal shall be calculated by summing the total of the calculation for each Pre-priced Task (Unit Price x quantity x Adjustment Factor) plus the value of all Non Pre-priced Tasks.

E. Costs to be Included in the Adjustment Factors: The Adjustment Factors will be calculated to include, but not be limited to, the following: general and administrative expenses, labor burden, project overhead, home office overhead, computer software, training costs, salaries, vehicle expenses, profit, bond premiums, mobilization and demobilization, insurance, taxes, contingency, engineering, technical, professional services, and any other costs not set out in the summed costs.

a. All costs not considered as part of the Unit Prices have been adequately considered and incorporated into the Adjustment Factors, including but not limited to:

i. Business costs as outlined below and including overhead costs of maintaining the key personnel project staff as required herein is a major overhead cost for which the Bidder must supply detailed information.

ii. Construction related costs as outlined below.

iii. Price variations between the published Unit Prices in the CTC and the actual cost for purchasing and installing those tasks.

b. All other costs associated with the complete performance of the Contract have been taken into

consideration and incorporated into the Adjustment Factors.

c. The numerous business and construction related costs not included in the Unit Prices which have been considered and incorporated into the Adjustment Factors. Following is a synopsis of some of these costs which are shown more completely and in more detail in Volume III, Construction Task Catalog® pages 00-1 to 00-6.

i. Business costs, including but not limited to:

1). Overhead costs such as: home office overhead; insurance; bonds; training; management; supervision; project office staff; and mobilization.

2). Profit

3). Subcontractor’s overhead and profit

4). Payment & Performance Bonds (when required)

5). Software License Fee’s

6). All taxes which are not waived

7). Payroll taxes, worker’s compensation and insurance costs

ii. Construction related costs, including but not limited to:

1). Services required to obtain filings and building permits and the cost of the permits

2). Costs incurred to investigate work sites, develop work scopes, preparation and modification of proposals sketches, drawings, submittals, as-builts drawings and other records.


Revised 10/30/2014

3). Engineering and architectural services other than those required for stamped drawings

4). Construction vehicles

5). Personnel safety equipment

6). Protection of all surfaces during construction

7). Daily clean-up and professional final project clean-up

8). Difficult and extreme working conditions

9). Complexity of individual projects

c). Price variations;

iii. Any other price variations or fluctuation anticipated must be taken into account in the Bidder's Adjustment Factors.

iv. The Bidder is strongly encouraged to review pages 00-01 to 00-06 of the CTC to get a better understanding of how the Unit Prices were developed and to fully understand costs are considered part of the Unit Prices and what costs are considered part of the Adjustment Factor.

3.4 Procedure for Ordering Work

1. JOC Definitions

1.1. Adjustment Factor - A competitively bid adjustment to be applied to the Unit Prices listed in the Construction Task Catalog®.

1.2. Award Criteria Figure - The amount determined in the Award Criteria Figure Calculation section of the Adjustment Factor Proposal Form, which is used for the purposes of determining the lowest price.

1.3. Base Term - The initial period of the Contract and does not include any Option Terms.

1.4. Construction Task Catalog® - A comprehensive listing of construction related tasks together with a specific unit of measure and a published Unit Price.

1.5. Detailed Scope of Work - A document setting forth the work the Contractor is obligated to complete for a particular Job Order.

1.6. Estimated Annual Value - An estimate of the value of Job Orders that could be issued to the Contractor each year.

1.7. Job Order - A written order issued by the Owner, such as a Purchase Order, requiring the Contractor to complete the Detailed Scope of Work within the Job Order Completion Time for the Job Order Price. A project may consist of one or more Job Orders.

1.8. Job Order Completion Time - The time within which the Contractor must complete the Detailed Scope of Work.


Revised 10/30/2014

1.9. Job Order Price - The value of the approved Job Order Price Proposal and the amount the Contractor will be paid for completing a Job Order.

1.10. Job Order Price Proposal - A price proposal prepared by the Contractor that includes the Pre-priced Tasks, Non Pre-priced Tasks, quantities and appropriate Adjustment Factors required to complete the Detailed Scope of Work.

1.11. Job Order Proposal - A set of documents including at least: (a) Job Order Price Proposal; (b) required drawings or sketches; (c) list of anticipated Subcontractors; (d) Construction schedule; and (e) other requested documents.

1.12. Joint Scope Meeting - A site meeting to discuss the work before the Detailed Scope of Work is finalized.

1.13. Non Pre-priced Task - A task that is not set forth in the Construction Task Catalog®.

1.14. Normal Working Hours - Includes the hours from 8:00 a.m. to 5:00 p.m. Monday through Friday, except for Owner holidays.

1.15. Notice to Proceed - A written notice issued by the Owner directing the Contractor to proceed with construction activities to complete the Job Order.

1.16. Option Term - An additional period of time beyond the Contract Term which extends the termination date of the Contract.

1.17. Other than Normal Working Hours - Includes the hours of 8:01 p.m. to 5:59 a.m. Monday through Friday and all day Saturday, Sunday, and Owner Holidays.

1.18. Pre-priced Task - A task described in, and for which a unit price is set forth in, the Construction Task Catalog®.

1.19. Project - The collective improvements to be constructed by the Contractor pursuant to a Job Order, or a series of related Job Orders.

1.20. Request for Proposal - A written request to the Contractor to prepare a Proposal for the Detailed Scope of Work referenced therein.

1.21. Supplemental Job Order - A secondary Job Order developed after the initial Job Order has been issued for the purpose of changing, deleting, or adding work to the initial Detailed Scope of Work, or changing the Job Order Completion Time.

1.22. Technical Specifications - The written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

1.23. Unit Price - The price published in the Construction Task Catalog® for a specific construction or construction related work task. Unit Prices for new Pre-priced Tasks can be established during the course of the Contract and added to the Construction Task Catalogs®. Each Unit Price is comprised of labor, equipment, and material costs to accomplish that specific Pre-priced Task.

1.24. Work - All materials, labor and use of tools, equipment and services necessary by the Contractor and/or Subcontractor to complete the Job Order.


Revised 10/30/2014

2. Contractor Selection

The Owner may award an individual Job Order to any selected Contractor. Selection of the Contractor and award of the Job Order will be in compliance with established Owner procedures and based on one or more of the following criteria:

2.1. Rotational selection among all Contractors, unless otherwise determined by the Owner.

2.2. Evaluation of past and current performance on Job Orders of a similar nature and type of work, project size, construction management challenges, schedule performance, design management requirements, etc.

2.3. Balancing of work load (Job Order dollar volume and construction backlog) among Contractors.

2.4. Management of Job Order dollar volume within bonding limitations of the Contractor.

2.5. Price, as it relates to the Owner’s independent cost estimate or to an offer from any other contractor.

2.6. Contractor’s responsiveness to the Owner on Job Orders.

2.7. Other appropriate criteria as deemed in the best interest of the Owner.

3. Initiation of a Job Order

3.1. As the need exists, the Owner will notify the Contractor of a Project, schedule a Joint Scope Meeting and issue a Notice of Joint Scope Meeting.

3.2. The Contractor shall attend the Joint Scope Meeting and discuss, at a minimum:

3.2.1. the general scope of the work;

3.2.2. alternatives for performing the work and value engineering;

3.2.3. access to the site and protocol for admission;

3.2.4. hours of operation;

3.2.5. staging area;

3.2.6. requirements for catalog cuts, technical data, samples and shop drawings;

3.2.7. requirements for professional services, sketches, drawings, and specifications;

3.2.8. construction duration;

3.2.9. liquidated damages;

3.2.10. the presence of hazardous materials;

3.2.11. date on which the Job Order Proposal is due.

3.3. Upon completion of the joint scoping process, the Owner will prepare a draft Detailed Scope of Work referencing any sketches, drawings, photographs, and specifications required to document accurately the work to be accomplished. The Contractor shall review the Detailed Scope of Work and request any required changes or modifications. When an acceptable Detailed Scope of Work has


Revised 10/30/2014

been prepared, the Owner will issue a Request for Proposal that will require the Contractor to prepare a Job Order Proposal. The Detailed Scope of Work, unless modified by both the Contractor and the Owner, will be the basis on which the Contractor will develop its Job Order Proposal and the Owner will evaluate the same. The Contractor does not have the right to refuse to perform any task or any work in connection with a particular Project.

4. Preparation of the Job Order Price Proposal

4.1. The Contractor's Job Order Proposal shall include, at a minimum:

4.1.1. Job Order Price Proposal;

4.1.2. Required drawings or sketches;

4.1.3. List of anticipated Subcontractors and Material;

4.1.4. Construction schedule;

4.1.5. Other requested documents.

4.2. The Job Order Price shall be the value of the approved Job Order Price Proposal.

4.3. The value of the Job Order Price Proposal shall be calculated by summing the total of the calculations for each Pre-priced Tasks (unit price x quantity x Adjustment Factor) plus the value of all Non Pre-priced Tasks.

4.4. The Contractor will prepare Job Order Price Proposals in accordance with the following:

4.4.1. Pre-priced Task: A task described in, and for which a unit price is set forth in, the Construction Task Catalog®.

4.4.2. Non Pre-priced Task: A task that is not set forth in the Construction Task Catalog®.

4.4.3. Information submitted in support of Non Pre-priced Tasks shall include, but not be limited to, the following:

4.4.3.1. Catalog cuts, specifications, technical data, drawings, or other information as required to evaluate the task.

4.4.3.2. If the Contractor will perform the work with its own forces, it shall submit three independent quotes for all material to be installed and shall, to the extent possible, use Pre-priced Tasks for labor and equipment from the Construction Task Catalog®. If the work is to be subcontracted, the Contractor must submit three independent quotes from subcontractors. The Contractor shall not submit a quote or bid from any supplier or subcontractor that the Contractor is not prepared to use. The Owner may require additional quotes and bids if the suppliers or subcontractors are not acceptable or if the prices are not reasonable.

4.4.3.3. The final price submitted for Non Pre-priced Tasks shall be according to the following formula:


Revised 10/30/2014

If the Non Pre-priced Task is to be subcontracted, the Contractor must

submit three independent quotes for the work.

D = Lowest of three Subcontractor Quotes

Total Cost for Non Pre-priced Tasks performed by Subcontractors = D x Non Pre-Priced Task Adjustment Factor

4.4.3.4. After a Non Pre-priced Task is used on three separate Job Orders, the Unit Price for such task will be established, following approval by the Owner, and fixed as a permanent Non Pre-priced Task which will no longer require price justification.

4.4.3.5. The Owner’s determination as to whether a task is a Pre-priced Task or a Non Pre-priced Task shall be final, binding and conclusive as to the Contractor.

4.4.3.6. Non Pre-Priced Quotes at times can be supplied by HISD. Those quotes may be for Material only, Labor only, Equipment only, or a Combination of any of those 3. The same NPP factor will apply to HISD supplied quotes.

4.5. Contractor shall make the necessary arrangements for and obtain all filings and permits required for the Work, including the preparation of all drawings, sketches, calculations and other documents and information that may be required therefor. If the Contractor is required to pay an application fee for filing a project, a fee to obtain a building permit, or any other permit fee to the City, State or some other governmental or regulatory agency, then the amount of such fee paid by the Contractor for which a receipt is obtained shall be treated as a Reimbursable Task to be paid without mark-up. The cost of expediting services or equipment use fees are not reimbursable.

4.6. The Contractor shall provide incidental engineering and architectural services required in connection with a particular Job Order including drawings and information required for filing.

4.7. The Contractor's Job Order Proposal shall be submitted by the date indicated on the Request for Proposal. All incomplete Job Order Proposals shall be rejected. The time allowed for preparation of the Contractor's Job Order Proposal will depend on the complexity and urgency of the Job Order but should average between seven and fourteen days. On complex Job Orders, such as Job Orders requiring incidental engineering/architectural drawings and approvals and permits, allowance will be made to provide adequate time for preparation and submittal of the necessary documents.

4.8. In emergency situations and minor maintenance and repair Job Orders requiring immediate completion, the Job Order Proposal may be required quickly and the due date will be so indicated on the Request for Proposal or, as described below, the Contractor may be directed to begin work immediately with the paperwork to follow.

4.9. By submitting a Job Order Proposal to the Owner, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the price submitted. It is the Contractor's responsibility to include the necessary tasks and quantities in the Job Order Price Proposal and apply the appropriate Adjustment Factor(s) prior to delivering it to the Owner.


Revised 10/30/2014

4.10. If the Contractor requires clarifications or additional information regarding the Detailed Scope of work in order to prepare the Job Order Proposal, the request must be submitted so that the submittal of the Job Order Proposal is not delayed.

5. Review of the Job Order Proposal and Issuance of the Job Order

5.1. The Owner will evaluate the entire Job Order Price Proposal and compare these with the Owner's estimate of the Detailed Scope of Work to determine the reasonableness of approach, including the appropriateness of the tasks and quantities proposed.

5.2. The Contractor may choose the means and methods of construction; subject however, to the Owner's right to reject any means and methods proposed by the Contractor that:

5.2.1. Will constitute or create a hazard to the work, or to persons or property;

5.2.2. Will not produce finished Work in accordance with the terms of the Contract; or

5.2.3. Unnecessarily increases the price of the Job Order when alternative means and methods are available.

5.3. The Owner reserves the right to reject a Job Order Proposal or cancel a Project for any reason. The Owner also reserves the right not to issue a Job Order if it is determined to be in the best interests of the Owner. The Owner may perform such work by other means. The Contractor shall not recover any costs arising out of or related to the development of the Job Order including but not limited to the costs to attend the Joint Scope Meeting, review the Detailed Scope of Work, prepare a Job Order Proposal (including incidental architectural and engineering services), subcontractor costs, and the costs to review the Job Order Proposal with the Owner.

5.4. By submitting a Job Order Proposal to the Owner, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the lump sum price submitted. It is the Contractor's responsibility to include the necessary Pre-priced Tasks and Non Pre-priced Tasks and quantities in the Job Order Price Proposal prior to delivering it to the Owner.

5.5. Each Job Order provided to the Contractor shall reference the Detailed Scope of Work and set forth the Job Order Price and the Job Order Completion Time. All clauses of this Contract shall be applicable to each Job Order. The Job Order, signed by the Owner and delivered to the Contractor constitutes the Owner's acceptance of the Contractor's Job Order Proposal. A signed copy of the Job Order will be provided to the Contractor.

5.6. In the event that immediate emergency response is necessary, the Contractor shall be required to follow alternative procedures as established by the Owner. The Contractor shall begin work as directed notwithstanding the absence of a fully developed Request for Proposal, Detailed Scope of Work, or Job Order. The Contractor shall be compensated for such work as if the work had been ordered under the standard procedures.

6. Changes in the Work

6.1. The Owner, without invalidating the Job Order, may order changes in the Work by altering, adding to or deducting from the Work, by issuing a Supplemental Job Order.


Revised 10/30/2014

6.2. Credits for Pre-priced and Non Pre-priced Tasks shall be calculated at the pre-set Unit Prices and multiplied by the appropriate Adjustment Factors. The result is that a credit for Tasks that have been deleted from the Detailed Scope of Work will be given at 100% of the value at which they were included in the original Job Order Price Proposal.

7. Contract Modifications

7.1. Changes to the Contract may be accomplished after execution of the Contract and without invalidating the Contract, by Change Order.

8. Payments

8.1. The Owner will make one payment for all Job Orders that have a Job Order Completion Time of 45 days or less, or a Job Order Price of $25,000 or less. For all other Job Orders, the Owner may make partial, monthly payments based on a percentage of the work completed.

8.2. Before submitting an Application for Payment (Final or Partial) the Contractor shall reach an agreement with the Project Manager concerning the percentage complete of the Detailed Scope of Work and the dollar value for which the Application for Payment may be submitted.

9. ENR CCI Adjustment of the Adjustment Factors

9.1. Economic Price Adjustment: The Adjustment Factors may be updated on each anniversary of the bid due date to account for changes in construction costs, provided, the Contractor requests in writing, approximately fourteen to thirty days prior to the anniversary of the bid due date, that the Adjustment Factors be updated. Such request shall be delivered to the Owner and to Gordian. In the event the Contractor fails to deliver the request timely, then the Owner shall determine the date on which the Adjustment Factors will be updated, but in no event will such date be later than thirty days after the written request to update the Adjustment Factors is received by the Owner. Thereafter, the Contractor’s Adjustment Factors will be adjusted according to the following:

9.2. The Contractor’s Normal Working Hours and Other than Normal Working Hours Adjustment Factors will be adjusted according to the following:

9.2.1. A Base Year Index shall be calculated by averaging the 12 month Construction Cost Indices (CCI) for the 20 City Average published in the Engineering News Record (ENR) for the 12 months immediately prior to the month of the bid due date (e.g. April bid date, Base Year Index is April of the prior year to March of the bid date year).

9.2.2. A Current Year Index shall be calculated by averaging the 12 month Construction Cost Indices (CCI) for the 20 City Average published in the Engineering News Record (ENR) for the 12 months beginning with the month of anniversary of the bid due date (e.g. April bid date, Current Year Index is April of the prior year to March of the current year).

9.2.3. The Economic Price Adjustment shall be calculated by dividing the Current Year Index by the Base Year Index.

9.2.4. The Contractor’s original Adjustment Factors shall be multiplied by the Economic Price Adjustment to obtain the Contractor’s new Adjustment Factors effective for the next 12 months.


Revised 10/30/2014

9.2.5. Averages shall be obtained by summing the 12 month indices and dividing by 12.

9.2.6. All calculations in this article shall be carried to the fifth decimal place and rounded to the fourth decimal place. The following rules shall be used for rounding:

9.2.7. The fourth decimal place shall be rounded up when the fifth decimal place is five (5) or greater.

9.2.8. The fourth decimal place shall remain unchanged when the fifth decimal place is less than five (5).

9.3. ENR occasionally revises indices. ENR CCIs used in the calculations described above shall be those currently published at the time the Economic Price Adjustment calculation is performed. No retroactive adjustments will be made as a result of an ENR revision. Revised CCI indices, if any, shall be used in subsequent calculations.

9.4. Under all circumstances, should the Contractor submit a Job Order Proposal with inaccurate Adjustment Factors, the act of submission by the Contractor is a waiver of all rights to any further compensation above the Job Order Price submitted in the Job Order Proposal.

9.5. The Contractor cannot delay submission of the Job Order Proposal past the due date to take advantage of a scheduled update of the Adjustment Factors. In that event, the Contractor shall use the Adjustment Factors that would have been in effect without the delay.

9.6. The Adjustment Factor for Non Pre-priced Tasks will remain constant for the duration of the Contract.

10. Job Order Contracting Software

10.1. The Owner selected The Gordian Group’s (Gordian) Job Order Contracting (“JOC”) Solution (Gordian JOC SolutionTM) for their JOC program. The Gordian JOC Solution includes Gordian’s proprietary eGordian® JOC applications (JOC Applications) and construction cost data (Construction Task Catalog®), which shall be used by the Contractor to prepare and submit Job Order Price Proposals, subcontractor lists, and other requirements specified by the Owner. The Contractor shall be required to execute Gordian’s JOC System License and Fee Agreement, and pay a JOC System License Fee to obtain access to Gordian’s JOC Solution. The Contractor’s use, in whole or in part, of Gordian’s JOC Applications, Construction Task Catalog® and other proprietary materials provided by Gordian for any purpose other than to execute work under this Contract for the Owner is strictly prohibited unless otherwise approved in writing by Gordian. The Contractor hereby agrees to abide by the terms of the following JOC System License.

11. Job Order Contracting System License

11.1. Gordian hereby grants to the Contractor, and the Contractor hereby accepts from Gordian for the term of this Contract or Gordian’s Contract with the Owner, whichever is shorter, a non exclusive right, privilege, and license to Gordian’s proprietary JOC System and related proprietary materials (collectively referred to as “Proprietary Information”) to be used for the sole purpose of executing Contractor’s responsibilities to the Owner under this Contract. The Contractor hereby agrees that Proprietary Information shall include, but is not limited to, Gordian‘s JOC Applications and support documentation, Construction Task Catalog®, training materials and other Gordian provided proprietary materials. In the event this Contract expires or terminates as provided herein, or


Revised 10/30/2014

Gordian’s Contract with the Owner expires or terminates, or the Contractor fails to pay the JOC System License Fee specified in this Contract, this JOC System License shall terminate and the Contractor shall return all Proprietary Information in its possession to Gordian.

11.2. In consideration for a non-exclusive, non-transferable, license to the Gordian JOC Solution, the Contractor shall pay Gordian a license fee (“Contractor License Fee”) equal to one point ninety five percent (1.95%) of the value of each Job Order, Purchase Order or other similar purchasing document (“Purchase Order”) issued to the Contractor by the Owner. The Contractor License Fee shall be included in the Contractor’s overhead costs, shall not be included as an additional line item cost in Job Order Price Proposals, and shall be payable to Gordian within ten (10) days of Contractor’s receipt of each Purchase Order issued to the Contractor by the Owner. Gordian is hereby declared to be an intended third-party beneficiary of this Agreement. In the event any court action is brought to enforce payment of the Contractor License Fee by any party or third-party beneficiary of this Agreement, the prevailing party shall be entitled to an award of reasonable attorneys’ fees and collection costs. The Contractor shall remit the Contractor License Fees as follows:

Payments Made Payable to: The Gordian Group, Inc.

Mail Checks to: P.O. Box 751959

Charlotte, NC 28275-1959

11.3. Gordian may terminate this License Agreement in the event of: (1) any breach of a material term of this Agreement by the Contractor which is not remedied within ten (10) days after written notice to the breaching party; or (2) the other party’s making an assignment for the benefit of its creditors, or the filing by or against such party of a petition under any bankruptcy or insolvency law, which is not discharged within thirty (30) days of such filing.

11.4. The Contractor acknowledges that disclosure of Proprietary Information will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy and agrees that no such disclosure shall be made to anyone without first receiving the written consent of Gordian. The Contractor further acknowledges and agrees to respect the copyrights, registrations, trade secrets, and other proprietary rights of Gordian in the Proprietary Information during and after the term of this Contract and shall at all times maintain complete confidentiality with regard to the Proprietary Information provided to the Contractor.

11.5. In the event of a conflict in terms and conditions between this JOC System License and any other terms and conditions of this Contract or any Job Order, Purchase Order or similar purchasing document issued to the Contractor by the Owner, this JOC System License shall take precedence.


Revised 10/30/2014

3.4 EVALUATION FACTORS: The evaluation committee will conduct a comprehensive, fair and impartial evaluation of all proposals received in response to this CSP. Each proposal received will be analyzed to determine overall responsiveness and completeness as defined in the scope section and in the instructions on submitting a proposal. Failure to comply with the instructions or to submit a complete proposal may deem a proposal non-responsive and may at the discretion of the Evaluation Committee be eliminated from further evaluation.

Criteria #

Criteria Description Weighted Value

1 the purchase price (Adjustment Factors) 30%

2 Qualifications of the Contractor 25%

3 Relevant Experience 10%

4 Safety Record 10%

5 M\WBE Plan 10%

7 Proposed Personnel 10%

8 Bonding and Stability 5%

TOTAL 100%


Revised 10/30/2014

IV. FORM –A

COMPANY INFORMATION

Notice This form requires a manual signature after each subsection, a manual signature on the

final page and a notary attestation at the conclusion of the form, and must be included with the proposal in tab 2 of the Proposal.

STATE OF _____________________ § § AFFIDAVIT OF OWNERSHIP, CONTROL COUNTY OF ___________________ § AND CORPORATE INFORMATION

BEFORE ME, THE UNDERSIGNED AUTHORITY, ON THIS DAY PERSONALLY APPEARED

__________________________________________________________________________ [FULL NAME]

(HEREAFTER “AFFIANT”), ____________________________________________________________ [STATE

TITLE/CAPACITY WITH PROPOSAL] OF (PROPOSAL’S CORPORATE/LEGAL NAME), WHO BEING BY ME DULY SWORN ON

OATH STATED AS FOLLOWS:

1. AFFIANT IS AUTHORIZED TO GIVE THIS AFFIDAVIT AND HAS PERSONAL KNOWLEDGE OF THE FACTS AND MATTERS

HEREIN STATED;

2. PROPOSER(S) SEEKS TO DO BUSINESS WITH THE DISTRICT IN CONNECTION WITH

_________________________________ [DESCRIBE PROJECT OR MATTER] WHICH IS EXPECTED TO BE IN THE

AMOUNT THAT EXCEEDS $10,000.

3. THE FOLLOWING INFORMATION IS SUBMITTED IN CONNECTION WITH THE PROPOSAL, SUBMISSION OR BID OF

PROPOSER IN CONNECTION WITH THE ABOVE DESCRIBED PROJECT OR MATTER.


Revised 10/30/2014

FORM A SUBSECTION I

COMPANY INFORMATION COMPANY NAME ______________________________________________________________________________ DATA UNIVERSAL NUMBERING SYSTEM (DUNS) NUMBER ____________________________________________ HOME OFFICE ________________________________LOCAL OFFICE______________________________________ ADDRESS____________________________________________________________________________________ CITY __________________________________________________________________________________ STATE _________________________________________________ZIP_____________ TELEPHONE ______________FAX__________________TELEPHONE____________________FAX______________ CONTACT PERSON’S NAME______________________________________________________________________ CONTACT PERSON’S TELEPHONE NUMBER_____________________ FAX NUMBER ____________________________ CONTACT PERSON’S E-MAIL ADDRESS _____________________________________________________________ 1. NUMBER OF YEARS YOUR ORGANIZATION HAS BEEN IN CONTINUOUS OPERATION____________________________ 2. NUMBER OF YEARS YOUR ORGANIZATION HAS BEEN IN BUSINESS UNDER ITS PRESENT BUSINESS NAME____________

3. DOES YOUR COMPANY PAY TAXES TO THE HOUSTON INDEPENDENT SCHOOL DISTRICT?________________________

4. ARE YOUR TAX PAYMENTS TO HISD CURRENT? _____________________________________________________

5. DOES ANY OFFICER, PARTNER, OWNER, SALES REPRESENTATIVE AND/OR SPOUSE WORK FOR THE

HOUSTON INDEPENDENT SCHOOL DISTRICT YES NO

6. TYPE OF BUSINESS ENTITY: PUBLICLY TRADED CORPORATION PRIVATE CORPORATION LIMITED PARTNERSHIP

PARTNERSHIP SOLE PROPRIETORSHIP NOT FOR PROFIT ENTITY 7. IF CORPORATION, ANSWER THE FOLLOWING QUESTIONS:

DATE OF INCORPORATION _________________________________________ STATE OF INCORPORATION ________________________________________ CHARTER NUMBER ______________________________________________


Revised 10/30/2014

PRESIDENT ___________________________________________________ VICE PRESIDENT _______________________________________________ CORPORATE SECRETARY _________________________________________

TREASURER __________________________________________________

8. IF PARTNERSHIP OR CORPORATION , DATE OF ORGANIZATION CREATION ____________________________________ 9. IF SOLE PROPRIETOR, NUMBER OF YEARS IN BUSINESS __________________________

10. NUMBER OF YEARS DOING BUSINESS WITH HISD ______________________________

11. DO YOU HAVE EXPERIENCE WITH OTHER SCHOOL DISTRICTS? ________YES _______NO

12. IF YES, PLEASE LIST NAMES OF SCHOOL DISTRICTS_________________________________________

______________________________________________________________________________ ______________________________________________________________________________ 13. IS YOUR COMPANY CAPABLE OF PROVIDING A DEDICATED WEBSITE WITH YOUR CATALOG WITH HISD’S PRICING? ________ YES; ________NO. IF YES, CAN YOUR WEBSITE INTERFACE WITH SAP PUBLIC SECTION 7.0 / ECC 6.0 OPEN CATALOG INTERFACE (OCI) COMPLIANT? __________ YES ___________NO. 14. CAN YOUR COMPANY PROVIDE HISD WITH PERIODIC PREFORMATTED FLAT FILE UPDATES OF YOUR CATALOG? _________ YES; _________NO. 15. NAME AND COMPLETE ADDRESS OF ALL PARTNERS LISTED ON A SEPARATE SHEET AND ATTACHED. 16. IF OTHER THAN CORPORATION OR PARTNERSHIP, DESCRIBE ORGANIZATION AND NAME OF PRINCIPALS:

______________________________________________________________________________ ______________________________________________________________________________

17. MINORITY OWNERSHIP:

IS YOUR FIRM A MINORITY AND/OR WOMAN OWNED FIRM? YES NO PERCENTAGE OF OWNERSHIP THAT IS MINORITY OR WOMAN OWNED ____________________________ MARK ALL THAT ARE APPROPRIATE:


Revised 10/30/2014

ANGLO AFRICAN AMERICAN HISPANIC AMERICAN INDIAN ASIAN/PACIFIC ISLANDER

MALE FEMALE

LOCATION: HOUSTON TEXAS OUT OF STATE OUT OF STATE WITH LOCAL OFFICE

MARK ALL ORGANIZATIONS THAT HAVE ISSUED YOUR MINORITY STATUS:

THE HOUSTON BUSINESS COUNCIL

SMALL BUSINESS ADMINISTRATION

DEPARTMENT OF ENERGY

DEPARTMENT OF DEFENSE

DEPARTMENT OF TRANSPORTATION

METRO TRANSIT AUTHORITY

CITY OF HOUSTON 18. CHECK ONE OF THE FOLLOWING:

PROPOSER WILL PROVIDE GOODS AND SERVICES WITH OWN WORK FORCE

PROPOSER WILL PURCHASE GOODS DIRECTLY FROM THE MANUFACTURER OR OTHER SUPPLIER

19. NAME OF STATE WHERE YOUR HOME OFFICE/HEADQUARTERS IS LOCATED:___________________________ IF NOT TEXAS, DOES THE STATE HAVE PREFERENTIAL TREATMENT ON BIDS □ YES □ NO IF YES, WHAT PERCENTAGE:________________%

20. EQUAL OPPORTUNITY EMPLOYER INFORMATION

THE HOUSTON INDEPENDENT SCHOOL DISTRICT CAN ONLY DO BUSINESS WITH EQUAL OPPORTUNITY EMPLOYERS. CURRENT TOTAL NUMBER OF EMPLOYEES________ NUMBER OF MALES________ NUMBER OF FEMALES______ OF THE TOTAL NUMBER OF PERSONS CURRENTLY EMPLOYED, PROVIDE THE FOLLOWING INFORMATION: NUMBER OF ANGLO _______________________ NUMBER OF AFRICAN AMERICAN_______________ NUMBER OF HISPANIC ______________________ NUMBER OF OTHER MINORITIES_______________ MEXICAN-AMERICAN / SPANISH SURNAMES

DO YOU ADVERTISE AS AN “EQUAL OPPORTUNITY EMPLOYER”? YES NO

DO YOU HAVE A WRITTEN NON-DISCRIMINATORY POLICY OF EMPLOYMENT? YES NO

HAS THIS POLICY BEEN CIRCULATED THROUGHOUT YOUR ORGANIZATION? YES NO NAME AND TITLE OF PERSON TO CONTACT REGARDING EQUAL OPPORTUNITY INFORMATION ISSUES: NAME___________________________________________________ TITLE_______________________

21. LIST YOUR BANKING REFERENCE:

BANK NAME_________________________________ OFFICER’S NAME_____________________________ BANK ADDRESS_______________________________ CITY STATE ZIP______________________________


Revised 10/30/2014

OFFICER’S TELEPHONE NUMBER_______________________ OFFICER’S FAX NUMBER____________________

I attest that I have answered the questions regarding company information truthfully and to the best of my knowledge.

________________________________________________ CORPORATE OFFICER’S SIGNATURE ________________________________________________ PRINTED NAME ________________________________________________ TITLE


Revised 10/30/2014

Form A SUBSECTION II

CERTIFICATION AND DISCLOSURE STATEMENT

A person or business entity entering into a contract and/or agreement with HISD is required by Texas Law to disclose, in advance of the contract and/or agreement award, if the person or an owner or operator of the business entity has been convicted of a felony. The disclosure should include a general description of the conduct resulting in the conviction of a felony as provided in section 44.034 of the Texas Education Code. The requested information is being collected in accordance with applicable law. This requirement does not apply to a publicly held corporation.

If an individually owned Company:

Has the owner(s) ever been convicted of a felony? Yes No

If a Corporation, Partnership, Limited Partnership, etc:

Has any owner, or partner, of your business entity been convicted of a felony? Yes No

Has any manager or director of your entity been convicted of a felony? Yes No

Has any employee of your entity been convicted of a felony? Yes No

If Yes, give details:

_____________________________________________________________________________

_____________________________________________________________________________

If you answered yes to any of the above questions, please provide a general description of the conduct resulting in the conviction of the felony, including the Case Number, the applicable dates, the State and County where the conviction occurred, and the sentence. (Attached additional pages, if necessary.)

I attest that I have answered the questions concerning prior convictions truthfully and to the best of my knowledge. _______________________________________________ CORPORATE OFFICER’S SIGNATURE ________________________________________________ PRINTED NAME ________________________________________________

TITLE


Revised 10/30/2014

Form A SUBSECTION III

FREE OF INDEBTEDNESS STATEMENT

The Texas Education Code (Section 44.044) provides that school districts, by resolution of the Board of Trustees, may establish regulations requiring that persons or entities entering into a contract and/or agreement or transaction with the District not be indebted to the District. The Board of Education has approved a resolution establishing policy that requires that the awarded, or selected, suppliers be free of any indebtedness to the District. The following information must be completed by individual and/or business entities. List all the tax account numbers for all property taxes due the Houston Independent School District: ______________________________________ ___________________________________ ______________________________________ ___________________________________ ______________________________________ ___________________________________ ______________________________________ ___________________________________ Are all City, County, and Houston Independent School District property taxes, both real and personal, assessed against property owned by individual and/or business entity paid?

Yes No If you answer “no” to this question, provide detail of the amounts due the District and your current plan to satisfy this indebtedness. I attest that I have answered the questions regarding indebtedness to the Houston Independent School District truthfully and to the best of my knowledge.

_______________________________________________ CORPORATE OFFICER’S SIGNATURE ________________________________________________ PRINTED NAME ________________________________________________

TITLE


Revised 10/30/2014

Form A SUBSECTION IV

CERTIFICATION REGARDING DEBARMENT AND SUSPENSION

The undersigned certifies on behalf of the company and its key employees that neither the company nor its

key employees have been proposed for debarment, debarred or suspended by any Federal Agency. The undersigned agrees to notify the District in the event that the company or any of its key employees are proposed for debarment, debarred or suspended by any Federal Agency or by any State of Texas agency. Notification shall take place within five (5) business days after the company or employee is notified of either debarment or suspension or possible debarment or suspension. Notification shall be sent to Mr. Gilberto Carles General Manager – Procurement Services; Houston Independent School District; 4400 West 18th Street; Houston, Texas 77092. I attest that I have answered the questions regarding debarment and suspension truthfully and to the best of my knowledge.

_______________________________________________ CORPORATE OFFICER’S SIGNATURE ________________________________________________ PRINTED NAME ________________________________________________

TITLE


Revised 10/30/2014

Form A SUBSECTION V

STATEMENT OF NON-COLLUSION

The undersigned Proposer does hereby certify:

a) That all statements of fact in such proposal are true.

b) That such proposal was not made in the interest of or on behalf of any undisclosed person, partnership,

company, association, organization or corporation.

c) That such proposal is genuine and not collusive or sham.

d) That Proposer(s) has not, directly or indirectly by agreement, communication or conference with anyone, attempted to induce action prejudicial to the interest of the District or of any other bidder or anyone else interested in the proposed procurement.

e) That Proposer(s) did not, directly or indirectly, collude, conspire, connive or agree with anyone else that

said bidder or anyone else would submit a false or sham bid or proposal, or that anyone should refrain from bidding or withdraw his bid or proposal.

f) That Proposer(s) did not, in any manner, directly or indirectly seek by agreement, communication or

conference with anyone to raise or fix the bid or proposal price of said bidder or of anyone else, or to raise or fix any overhead, profit or cost element of his bid or proposal price, or that of anyone else.

g) That Proposer(s) did not, directly or indirectly, submit his bid or proposal price or any breakdown thereof,

or the contents thereof, or divulge information on data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, or to any individual or group of individuals, except to the District, or to any person or persons who have a partnership or other financial interest with said Proposer in his business.

h) That Proposer(s) did not provide, directly or indirectly to any officer or employee of the District any

gratuity, entertainment, meals, or anything of value, whatsoever, which could be construed as intending to invoke any form of reciprocation or favorable treatment.

i) That no officer or principal of the undersigned firm is related to any officer or employee of the District by

blood or marriage within the third degree or is employed, either full or part time, by the District either currently or within the last two (2) years.

j) That no officer or principal of the undersigned firm nor any subcontractor to be engaged by the principal

has been convicted by a court of competent jurisdiction of any charge of fraud, bribery, collusion, conspiracy or any other act in violation of any state or federal anti-trust law in connection with the bidding, award of, or performance of any public work contract and/or agreement with any public entity.


Revised 10/30/2014

I attest that I have answered the questions regarding non-collusion truthfully and to the best of my knowledge.

CORPORATE OFFICER’S SIGNATURE PRINTED NAME

TITLE


Revised 10/30/2014

Form A SUBSECTION VI

ANTITRUST CERTIFICATION STATEMENT

(Texas Government Code §2155.005)

I affirm under penalty of perjury of the laws of the State of Texas that:

1. I am duly authorized to execute this agreement/contract/proposal on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

2. In connection with this proposal, neither I nor any representative of the Company have violated

any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus & Comm. Code Chapter 15;

3. In connection with this bid, neither I nor any representative of the Company have violated any federal antitrust law; and

4. Neither I nor any representative of the Company have directly or indirectly communicated any of

the contents of this proposal to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company Name Company Address City, State, Zip Code Phone Facsimile Proposer Signature Proposer Printed Name Position with Company

(IF DIFFERENT FROM ABOVE) Official Authorizing Proposal Corporate Officer’s Signature Printed Name Position with Company


Revised 10/30/2014

Form A SUBSECTION VII

CONFLICT OF INTEREST QUESTIONNAIRE FORM

CONFLICT OF INTEREST QUESTIONNAIRE FORM FORM CIQ For Vendor or other person doing business with local governmental entity

This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person doing business with the governmental entity. By law this questionnaire must be filed with the records administrator of the local government not later than the 7 th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor.

OFFICE USE ONLY Date Received

1. Name of person doing business with local governmental entity.

2. Check this box if you are filing an update to a previously filed questionnaire.

(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176.006(a), Local Government Code, is pending and not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)

3. Describe each affiliation or business relationship with an employee or contractor of the local governmental en tity who makes recommendations to a local government officer of the local governmental entity with respect to expenditure of money.

4. Describe each affiliation or business relationship with a person who is a local government officer and who appoints or employs a local government officer of the local governmental entity that is the subject of this questionnaire.


Revised 10/30/2014

CONFLICT OF INTEREST QUESTIONNAIRE FORM FORM CIQ For Vendor or other person doing business with local governmental entity Page 2

5. Name of local government officer with whom filer has affiliation or business relationship. (Complete this section only if

the answer to A, B, or C is YES.)

This section, item 5 including subparts A, B, C, & D, must be completed for each officer with whom the filer has affiliation or business relationship. Attach additional pages to this Form CIQ as necessary.

A. Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire?

Yes No

B. Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local government officer named in this section AND the taxable income is not from the local governmental entity?

Yes No

C. Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director, or holds an ownership of 10 percent or more?

Yes No

D. Describe each affiliation or business relationship.

6. Describe any other affiliation or business relationship that might cause a conflict of interest.

COMPANY NAME

CORPORATE OFFICER’S SIGNATURE

PRINTED NAME

TITLE


Revised 10/30/2014

Affiant certifies that he or she is duly authorized to submit the above information on behalf of the Proposer, that Affiant is associated with the Proposal in the capacity noted above and has personal knowledge of the accuracy of the information provided herein, and that the information provided herein is true and correct to the best of Affiant’s knowledge and belief. Affiant SWORN TO AND SUBSCRIBED before me this _____day of ______________, 20___. (seal) Notary Public


Revised 10/30/2014

VI. FORM –B

ATTACHMENT B

M/WBE Participation Report

(see attachment referenced on the web)


Revised 10/30/2014

VII. FORM – C (NOT USED)

VIII. FORM-D

PRICING AND SERVICE AFFIRMATION

Proposal of: ___________________________________ (Proposer Company Name) To: Houston Independent School District CSP Number: __________________________________ CSP Name: ______________________________________________________________

Proposer will provide the services to the Houston Independent School District (“HISD”) and possibly other governmental agencies (through Interlocal-agreements). Additionally, the focus is on identifying all costs associated with the product/services. HISD is looking to quantify all fees and work towards solutions that minimize costs, while maintaining or improving current service levels. Please see Price Schedule (Form F) to this CSP.

Ladies and Gentlemen: Having carefully examined all the specifications and requirements of this CSP and any attachments thereto, the undersigned proposes to furnish the services required pursuant to the above- referenced CSP upon the terms quoted below. __.1 Price and Products/Services Quotation

The prices quoted shall be HISD’s pricing for the service. There shall be no separate or additional charges, fees, handling or other incidental costs associated in the acquisition of the product/services not disclosed herein. Proposer understands that HISD makes no guarantee as to the volume, amount or type of product/services that may be purchased under any Agreement. Proposer certifies and agrees that all prices and any promotion or rebates quoted in the proposal have been reviewed and are the final proposed price and product/service offering for this initial CSP response.

__.2 Price Assurance


Revised 10/30/2014

Proposer agrees that, if Proposer is awarded a contract, equal and identical pricing may be extended to another governmental agency (see section 2.15.2 and 2.29 of this CSP).

__.3 HISD Payment Terms

HISD’s standard payment terms for services are “net 30 days” from receipt of the invoice. Indicate below the prompt payment discount that Proposer will provide to HISD:

__.4 General Terms and Conditions

Proposer agrees to the General Terms and Conditions and all other Terms and Conditions of this CSP unless exceptions are identified in the Exception Form (Form E). Prompt Payment Discount _____% ______days / net 30 days. Respectfully submitted: Company Name: ______________________________ By: _______________________________ (Corporate Officer’s Signature ) Printed Name: _______________________ Title: _____________________________ Date: _____________________________


Revised 10/30/2014

IX. FORM - E

EXCEPTION FORM

All deviations and exceptions to this CSP must be expressly stated in this Exception Form (additional pages to this form may be added if necessary). In the absence of any entry on this Exception Form, the Proposer(s) assures HISD of their full agreement and compliance with all specifications, terms and conditions, requirements and obligations of the CSP. THIS EXCEPTION FORM MUST BE SIGNED BY EACH PROPOSER(S) WHETHER THERE ARE EXCEPTIONS LISTED OR NOT, AND SUBMITTED WITH THE PROPOSAL.

SECTION #, PARAGRAPH # (OR SUBSECTION #) AND PAGE

EXCEPTION

Company Name Corporate Officer’s Signature Printed Name Capacity


Revised 10/30/2014

IX. FORM – F

(PRICE ADJUSTMENT FACTORS)

SCHEDULE OF PRICES

(please make sure that this is your best & final offer)

The Contractor shall perform the tasks required by each individual Job Order issued pursuant to this Contract using

the following Adjustment Factors:

A. Normal Working Hours: The undersigned shall perform any and all functions called for in the Contract

Documents and the individual Detailed Scope of Work associated with each Job Order, during Normal

Working Hours (8:00 a.m. - 5:00 p.m. Monday through Friday, except Holidays) for the Unit Prices

specified in the Construction Task Catalog® (CTC®) multiplied by the quantities necessary to complete

the Detailed Scope of Work multiplied by the Adjustment Factor below:

.

(Specify to four decimal places)

B. Other Than Normal Working Hours: The undersigned shall perform any and all functions called for in the

Contract Documents and the individual Detailed Scope of Work associated with each Job Order, during

Other Than Normal Working Hours (5:01 p.m. to 6:59 a.m. Monday through Friday and any time Saturday,

Sunday, and Holidays) for the Unit Prices specified in the Construction Task Catalog® (CTC®) multiplied

by the quantities necessary to complete the Detailed Scope of Work multiplied by the Adjustment Factor

below:

.


C. Non Pre-priced Adjustment Factor: The undersigned shall perform any and all functions called for in the

Contract Documents and the individual Detailed Scope of Work associated with each Job Order to work

deemed not to be included in the CTC® but within the general scope of the work.

.


EXAMPLE: Write the Adjustment Factor to four decimal places as the following example illustrates.

1 . 1 9 9 8

Or

0 . 9 9 9 9


Revised 10/30/2014

Note To Bidder: The Adjustment Factors provided for performing Work during Other Than Normal Working

Hours must be greater than the Adjustment Factors provided for performing Work during Normal Working

Hours for the equivalent sized Job Orders and The Non Pre-priced Adjustment Factor must be higher than

1.0500 but not higher than 1.1500.

Adjustment Factor Development for Base and Option Years

A. The proposer’s Adjustment Factor must include but not be limited to the following: (Line items within

the Construction Task Catalog (CTC) which relate in full or part to these items are to be EXCLUDED from

job order proposal(s), due to inclusion within a proposer’s Adjustment Factor.) See the “Guidelines for

Using the Construction Task Catalog” in Attachment D for more information.

1. Overhead

2. Profit (prime and subcontractors)

3. Insurance

4. Bonds – Payment & Performance when required

5. Software License Fee’s

6. Compliance with environmental laws, protection and safety

7. Tax Laws

8. Protection and/or moving of University property

9. Administrative Work

10. Submittals & Samples

11. Price quotations

12. Contractor adjustments to the University’s Construction Task s

13. Clean-Up (Daily & Final)

14. All waste and excess materials

15. Permits, licenses and fees

16. Mobilization for any and all divisions, total contract and each job order

17. Shipping & delivery cost (normal & expedited)

18. Close-out (process & documents), training, and warranty tags

19. Signs and barriers

20. Project management and supervision

21. Quality Control & Testing

22. Parking (Jobsite & Compound)

23. Safety Program & Personal Protective Equipment (PPE)

24. Office management equipment

25. Costs of performance and payment bonds are to be included in the proposer’s price Adjustment


Revised 10/30/2014

Factor

26. Interest associated with funding of equipment and payroll

27. Employee payroll taxes, insurance and fringe benefits

28. Risk of lower than expected contract dollar volume

29. Risk of poor subcontractor performance and re-performance

30. Other risks of doing business

31. Business taxes and corporate headquarters support (legal, financial, etc.)

B. The Construction Tasks stated in the CTC includes labor, materials and equipment. The contractor shall

assume all risk for labor rate increases after award of a contract.

Updates to Adjustment Factors for Option Years

Economic Price Adjustment: The Adjustment Factors may be updated annually to account for changes in

construction costs provided the Contractor requests in writing, approximately Thirty days prior to the

anniversary date of the Contract, that the Adjustment Factors be updated. Such request shall be delivered to

the Owner and to the Gordian Group. Thereafter, the Contractor’s Adjustment Factors will be adjusted

according to the following:

A Base Year Index shall be calculated by averaging the 12 month Construction Cost Indices (CCI) for 20

City Average published in the Engineering News Record (ENR) for the 12 months immediately prior to the

month of the Contract date.

A Current Year Index shall be calculated by averaging the 12 month Construction Cost Indices (CCI) for

20 City Average published in the Engineering News Record (ENR) for the 12 months immediately prior to

the month of the annual Contract anniversary.

The Economic Price Adjustment shall be calculated by dividing the Current Year Index by the Base Year

Index.

The Contractor’s original Adjustment Factors shall be multiplied by the Economic Price Adjustment to

obtain the Contractor’s new Adjustment Factors effective for the next 12 months.

Averages shall be obtained by summing the 12 month indices and dividing by 12.

All calculations in this article shall be carried to the fifth decimal place and rounded to the fourth decimal

place. The following rules shall be used for rounding:

The fourth decimal place shall be rounded up when the fifth decimal place is five (5) or greater.

The fourth decimal place shall remain unchanged when the fifth decimal place is less than five (5).

ENR occasionally revises indices. ENR CCIs used in the calculations described above shall be those

currently published at the time the Economic Price Adjustment calculation is performed. No retroactive

adjustments will be made as a result of an ENR revision. Revised CCI indices, if any, shall be used in

subsequent calculations.


Revised 10/30/2014

The Non-Prepriced Adjustment Factor shall not be adjusted for the duration of the Contract.

X. FORM – G

(QUESTIONNAIRE)

1. Has your organization ever defaulted or failed to complete any work awarded? ____Yes ____No If yes, stipulate where and when. 2. Has your organization ever paid liquidated damages or penalty for failure to complete a contract on time? ____Yes____No If yes, stipulate where and when. 3. List pending claims and/or litigation at time of submitting proposal. 4. List the firm’s Workers Compensation Experience Modification Rate (EMR) for 2014, as obtained from the firm’s insurance agent, ____________________ 5, Regarding OSHA, for 2014 list the following for your firm:

Number of injuries and illnesses __________ Number of lost time accidents __________ Number of recordable cases __________ Number of fatalities __________ Number of employee direct hire fixed hours worked __________

6. Regarding bonding, list the following: Name of bonding company __________________________________________________

Phone number __________________________________________________

AM Best rating __________________________________________________ Total aggregate bonding capacity __________________________________________________ Current available bonding capacity __________________________________________________


Revised 10/30/2014

EXHIBIT A – HISD CONSTRUCTION TASK CATALOG Refer to: http://tinyurl.com/nfw3sc9 (available Monday - November 3, 2014)

http://tinyurl.com/nfw3sc9


Revised 10/30/2014

EXHIBIT B – HISD TECHINCAL SPECS Refer to: http://tinyurl.com/nfw3sc9 (available Monday - November 3, 2014)

EXHIBIT C

SAMPLE CONTRACT ONLY

http://tinyurl.com/nfw3sc9


Revised 10/30/2014

(THIS CONSTRACT CAN BE REVISED ON ANY OF THE BELOW REFERENCED INFORMATION WHEN IT IS SUBMITTED TO THE LEGAL DEPARTMENT & BEFORE THE AWARDED VENDOR SIGNS THE

DOCUMENTS)

CONTRACT

between

Houston Independent School District a political subdivision of the State of Texas

and

XXXXXXXXXX XXXXXXX

XXXXX

For


JOB ORDER CONTRACT


Revised 10/30/2014

for XXXX


Revised 10/30/2014


TABLE OF CONTENTS

PAGE ARTICLE 1 DEFINITIONS .................................................................................................................................. 4 ARTICLE 2 WORK TO BE PERFORMED .......................................................................................................... 5 ARTICLE 3 JOB ORDERS ................................................................................................................................. 5 ARTICLE 4 KEY STAFF MEMBERS .................................................................................................................. 6 ARTICLE 5 SPECIFICATIONS AND DRAWINGS ............................................................................................. 6 ARTICLE 6 USE OF SPECIFICATIONS, DRAWINGS AND NOTES ................................................................ 7 ARTICLE 7 HISD-FURNISHED DOCUMENTS .................................................................................................. 7 ARTICLE 8 PERMITS AND RESPONSIBILITIES .............................................................................................. 7 ARTICLE 9 MATERIAL AND WORKMANSHIP ................................................................................................. 8 ARTICLE 10 TESTING OF MATERIALS .............................................................................................................. 8 ARTICLE 11 LAYOUT OF WORK ........................................................................................................................ 9 ARTICLE 12 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK .......................................... 9 ARTICLE 13 DIFFERING SITE CONDITIONS ..................................................................................................... 9 ARTICLE 14 CONTRACT TERM ....................................................................................................................... 10 ARTICLE 15 OPTION TO EXTEND THE TERM OF STSHE CONTRACT ........................................................ 10 ARTICLE 16 COMPENSATION ......................................................................................................................... 10 ARTICLE 17 INVOICING AND PAYMENTS ...................................................................................................... 11 ARTICLE 18 CONSTRUCTION SCHEDULE ..................................................................................................... 12 ARTICLE 19 SUPERVISION BY CONTRACTOR .............................................................................................. 13 ARTICLE 20 SUBCONTRACTORS ................................................................................................................... 13 ARTICLE 21 INSPECTION OF CONSTRUCTION ............................................................................................. 14 ARTICLE 22 OPERATIONS AND STORAGE AREAS ....................................................................................... 15 ARTICLE 23 PROTECTION OF EXISTING VEGETATION, STRUCTURES, UTILITIES AND IMPROVEMENTS ................................................................................................................. 15 ARTICLE 24 CLEANING UP AND REFUSE DISPOSAL ................................................................................... 15 ARTICLE 25 WARRANTY OF CONSTRUCTION .............................................................................................. 16 ARTICLE 26 CHANGES ..................................................................................................................................... 17 ARTICLE 27 PRICING ADJUSTMENTS ............................................................................................................ 19 ARTICLE 28 EXTRAS AND CLAIMS ................................................................................................................. 19 ARTICLE 29 SUSPENSION OF WORK ............................................................................................................. 21 ARTICLE 30 DISPUTES ..................................................................................................................................... 21 ARTICLE 31 TERMINATION FOR CONVENIENCE OF HISD .......................................................................... 21 ARTICLE 32 DEFAULT ...................................................................................................................................... 22 ARTICLE 33 SAFETY/HAZARDOUS MATERIALS ............................................................................................ 23 ARTICLE 34 USE AND POSSESSION PRIOR TO COMPLETION ................................................................... 25 ARTICLE 35 NON-PREPRICED ITEMS OF WORK .......................................................................................... 25 ARTICLE 36 OTHER CONTRACTS ................................................................................................................... 25 ARTICLE 37 COMPOSITION OF CONTRACTOR ............................................................................................. 25 ARTICLE 38 PATENT INDEMNITY .................................................................................................................... 26 ARTICLE 39 BUSINESS ETHICS ...................................................................................................................... 26 ARTICLE 40 OFFICIALS NOT TO BENEFIT ..................................................................................................... 26


Revised 10/30/2014

ARTICLE 41 DISSEMINATION OF CONTRACT INFORMATION ..................................................................... 26 ARTICLE 42 AGENT TO ACCEPT SERVICE .................................................................................................... 27 ARTICLE 43 PERFORMANCE AND PAYMENT BONDS .................................................................................. 27 ARTICLE 44 ADDITIONAL BOND SECURITY .................................................................................................. 27 ARTICLE 45 CONTRACTOR’S INSURANCE .................................................................................................... 27 ARTICLE 46 INDEMNIFICATION ....................................................................................................................... 31 ARTICLE 47 WAGE RATES ............................................................................................................................... 32 ARTICLE 48 CLEAN AIR AND WATER ............................................................................................................. 32 ARTICLE 49 AVAILABILITY OF RECORDS AND INSPECTIONS .................................................................... 32 ARTICLE 50 ADMINISTRATIVE CONTROL OF CORRESPONDENCE ........................................................... 33 ARTICLE 51 CONTRACT ORDER OF PRECEDENCE ..................................................................................... 33 ARTICLE 52 PROGRAM EXPANSION TO OTHER ENTITIES ......................................................................... 33 ARTICLE 53 REPORTING AND ADMINISTRATIVE FEE ................................................................................. 33 ARTICLE 54 NOTICES ....................................................................................................................................... 34 ARTICLE 55 SEVERABILITY ............................................................................................................................. 34 ARTICLE 56 WAIVER ........................................................................................................................................ 35

TABLE OF CONTENTS (continued)

PAGE ARTICLE 57 MISCELLANEOUS ................................................................................................................................. 35 ARTICLE 58 MERGER ....................................................................................................................................... 37 ARTICLE 59 INTERPRETATION, JURISDICTION AND VENUE ...................................................................... 37 ARTICLE 60 CONTRACTOR’S QUALIFICATIONS AND TECHNICAL PROPOSAL ........................................ 37 ARTICLE 61 ATTACHMENTS ............................................................................................................................ 37 ARTICLE 62 ENGINEERING AND ARCHITECTURAL SERVICES .................................................................. 37 ARTICLE 63 ATTORNEY FEES ......................................................................................................................... 37 ARTICLE 64 NO ASSIGNMENT ........................................................................................................................ 38 ARTICLE 65 MEDIATION ................................................................................................................................... 38 ARTICLE 66 AUDIT ............................................................................................................................................ 38 ARTICLE 67 RELATIONSHIP OF PARTIES ...................................................................................................... 38 ARTICLE 68 NO WAIVER OF IMMUNITY ......................................................................................................... 38 ATTACHMENT A CONTRACT PRICING/COEFFICIENTS ATTACHMENT B SCOPE OF SERVICES ATTACHMENT C KEY STAFF MEMBERS ATTACHMENT D UNIT PRICE BOOK (COVER SHEET) ATTACHMENT E HISD STANDARD SPECIFICATIONS ATTACHMENT F CONTRACTOR’S AFFIDAVIT OF PAYMENTS & CLAIMS CONTRACTOR’S AFFIDAVIT OF RELEASE OF LIENS ATTACHMENT G PREVAILING WAGE RATES ATTACHMENT H CONSTRUCTION SUBMITTAL ATTACHMENT I CONTRACTOR’S PROPOSAL PACKAGE ATTACHMENT J CONTRACTOR LETTER RE: MWBE ATTACHMENT K HISD REQUEST FOR PROPOSAL


Revised 10/30/2014

SAMPLE CONTRACT ONLY STATE OF TEXAS COUNTY OF HARRIS

CONTRACT

BY AND BETWEEN

THE HOUSTON INDEPENDENT SCHOOL DISTRICT a political subdivision of the State of Texas

AND

XXXXXXXXXXXXXXXXXXX

FOR

JOB ORDER CONTRACT (JOC)

In consideration of the mutual promises and covenants hereinafter contained in this Contract, the Houston Independent School District of Harris County, Texas, a political subdivision of the State of Texas, hereinafter called and referred to as “HISD” or “District”, and XXXXXXXXXXXXXXX hereinafter called and referred to as the “Contractor”, have agreed, and by these presents do agree, as follows:

ARTICLE 1 DEFINITIONS

A. The “Effective Date” means the later of the two dates on which this Contract is signed by Contractor and HISD, as indicated by their signatures below.

B. The term “HISD General Manager” means the HISD Senior Project Executive and the term “his duly authorized representative” means any person specifically authorized to act for the HISD General Manager by managing this Contract and any modification thereto. The term “HISD General Manager” as used herein includes his “duly authorized representative” unless the text specifies otherwise.

C. The term “HISD Issuing Authority” as used herein means the HISD Project Manager who has been designated by the General Manager as responsible for administration of this Contract.

D. The term “HISD Project Manager” or “Project Manager”, means the technical representative, either employed or contracted, including Construction Managers providing services to HISD, who has been designated by the HISD Senior Project Executive, in writing, with the responsibility for assessing the 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 this Contract Work in its entirety or any portion thereof, as required by this Contract Documents.

E. The term ”Subcontract” as used herein means any agreement between Contractor and a Subcontractor including Job


Revised 10/30/2014

Orders (other than one involving an employer/employee relationship) entered into by the Contractor calling for


equipment, supplies or services required for Contract performance, including any modifications thereto.

F. The term “Job Order Request for Proposal” is a description of the individual scope of Work to be contracted and associated costs.

G. The term “Job Order” as used herein means the HISD Job Order issued for each individual Job Order Request for Proposal under this Contract setting out the “Work.”

H. The term “Resident Architect/Engineer” shall be the HISD supervising architect(s) and/or engineer(s), if any, designated in the Job Order or other writing issued by HISD under this Contract, as applicable. If no Resident Architect/Engineer is designated in the Job Order or other writing issued by HISD for a job set out in a Job Order, then the Contractor shall provide all required architectural and engineering services required for the job pursuant to Article 61 and Attachment B of this Contract.

ARTICLE 2 WORK TO BE PERFORMED

In response to Job Orders to be issued periodically by the HISD Issuing Authority, the Contractor shall, except as may be specified elsewhere in this Contract, furnish all necessary labor, materials, tools, supplies, equipment, permits, transportation, disposal of construction debris, supervision, management, and perform all operations necessary and required for 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 and as further specified in Attachment “B”, Scope of Services, incorporated herein and made a part hereof. HISD makes no guarantee of the issuance of Job Orders in any amount hereunder and nothing herein shall be construed to require HISD to use Contractor as HISD’s exclusive Job Order Contractor under this Contract or on any Project. HISD in its sole discretion has the right to retain other Job Order Contractors, and Contractor is not promised or guaranteed any amount of Work, job orders, or Projects under this Contract.

ARTICLE 3 JOB ORDERS

A. Performance of the Work contemplated in this Contract shall be undertaken only upon the issuance of written Job Orders by the HISD Issuing Authority. Job Orders shall be in accordance with the requirements specified in Attachment B, Scope of Services, and will set forth, with the necessary particularity, the following, as appropriate and applicable to the Work set out in the Job Order:

1. Contract number along with the Contractor’s name, address, and telephone number;

2. Job Order number and date. All Work is to have a Job Order before Work is started;

3. Identity of the Contractor’s key personnel responsible for the performance of the Job Order;


Revised 10/30/2014

4. A Scope of Services and applicable technical specifications and drawings;


5. A period of performance and, if required by HISD, a Work schedule;

6. The place of performance;

7. The HISD Issuing Authority;

8. The total not-to-exceed amount for the Work to be performed, including a component breakout if required by HISD.

9. Required completion date; and

10. Such other information as required by HISD or as may be necessary to perform the Work.

Job Orders may be amended by the HISD Issuing Authority in the same manner as they are issued.

B. Unless otherwise stipulated in writing by HISD, Job Orders issued prior to and in effect at the time of the expiration date of this Contract shall continue to be in effect and performed by the Contractor until such time as all requirements have been met and a written acceptance of the Work performed has been made by HISD.

C. There shall be no minimum dollar amount for any Job Order unless otherwise agreed to by HISD and Contractor.

D. The Job Order, when issued, constitutes a firm fixed price lump sum contract for the Work specified in the Scope of Service and applicable technical specifications and drawings.

ARTICLE 4 KEY STAFF MEMBERS

Contractor’s key staff members listed in Attachment “C”, entitled “Key Staff Members”, are considered essential to the services, as set forth in Attachment “B”, Scope of Services and the background and experience of the Project Manager assigned to the Project by Contractor, if applicable, must be acceptable to HISD. Subject to HISD approval, this list may be amended from time to time during the course of this Contract to either add or delete personnel, as appropriate. Prior to any such changes, the Contractor shall notify HISD reasonably in advance and shall submit justification (including proposed substitutions) in sufficient detail to permit HISD to evaluate the impact that such changes will have upon the services being performed hereunder. Any substitutes proposed for key staff members will have similar credentials and/or experience and no diversions shall be made by the Contractor without the consent of HISD.

ARTICLE 5


Revised 10/30/2014

SPECIFICATIONS AND DRAWINGS


A. The Contractor shall keep, on each Work site, a copy of the drawings and specifications and shall at all times give the HISD Issuing Authority access thereto. Anything contained in the original drawings and specifications shall be of like effect as if shown or contained in each copy. In the event of any discrepancy between drawings and specifications, the specifications shall govern. In the event of any discrepancy either in the figures, in the drawings, or in the specifications, the matter shall be promptly submitted to the HISD Issuing Authority who shall promptly make a determination in writing. Any adjustment by the Contractor without such a determination shall be at his own risk and expense. The HISD Issuing Authority shall furnish from time to time such detail drawings and other information as considered necessary, unless otherwise provided.

B. 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 the HISD Issuing Authority is intended. Similarly the words “approved”, “acceptable”, “satisfactory”, or words of like import shall mean “approved by”, or “acceptable to”, or “satisfactory to” the HISD Issuing Authority and/or the Resident Architect/Engineer, unless otherwise expressly stated.

C. 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 which accompany each Job Order issued under this Contract unless stated otherwise. The word “provided” as used herein shall be understood to mean “provide complete in place”, that is, “furnished and installed”.

D. “Shop drawings” are drawings submitted to the HISD Issuing Authority by the Contractor, pursuant to this Contract, showing in detail:

1. The proposed fabrication and assembly of all constructing and structural elements;

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

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

Shop drawings include drawings, diagrams, layouts, schematics, descriptive literature, illustrations, schedules, performance and test data, and similar materials furnished by the Contractor to explain in detail specific portions of the Work required by this Contract. HISD may duplicate, use, and disclose in any manner, and for any purpose, shop drawings delivered under this Contract.

E. The Contractor shall coordinate all shop drawings, and review such for accuracy, completeness, and compliance with Contract requirements and shall indicate his approval thereon as evidence of such coordination and review. Shop drawings submitted to the HISD Issuing Authority without evidence of the Contractor’s approval may be returned for resubmission. The HISD Issuing Authority will indicate his approval or disapproval of the shop drawings and if not approved as submitted shall indicate HISD’s reasons therefore. No Work shall be done before such approval is received by the Contractor. Approval by the HISD Issuing Authority shall not relieve the Contractor from responsibility


Revised 10/30/2014

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


F. If shop drawings show variations from this Contract requirement, the Contractor shall describe such variations in writing, separate from the drawings, at the time of submission. If the HISD Issuing Authority approves any such variation, the HISD Issuing Authority shall issue an appropriate contract modification, provided that, if the variation is minor and does not involve a change in price or in time of performance, a formal written modification need not be issued.

G. The Contractor shall submit to the HISD Issuing Authority for approval, an appropriate number of copies as directed by the Job Order (unless otherwise indicated herein) of all shop drawings as called for under the various headings of these specifications. Sets of all shop drawings will be retained by the HISD Issuing Authority and one set will be returned to the Contractor.

H. Omissions from the drawings or specifications or the misdescription 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 the Contractor from performing such omitted or misdescribed details of the Work but they shall be performed as if fully and correctly set forth and described in the drawings and specifications.

I. The Contractor shall check all drawings furnished him immediately upon their receipt and shall promptly notify the HISD Issuing Authority of any discrepancies. Figures marked on drawings shall, in general, be followed in preference to scale measurements. Large scale drawings shall, in general, govern small scale drawings. The Contractor shall compare all drawings and verify the figures before laying out the Work, and Contractor will be responsible for any errors which might have otherwise been avoided.

J. This Article shall be included in all subcontracts at any tier.

ARTICLE 6 USE OF SPECIFICATIONS, DRAWINGS, AND NOTES

All drawings (to include as-built drawings), note books, technical and scientific data provided to the Contractor or developed by the Contractor pursuant to this 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 HISD and may be used by HISD for any use whatsoever without any claim by the Contractor for additional compensation. The Contractor shall not use any documents listed above for any purpose outside the scope of this Contract without the prior written consent of HISD.

ARTICLE 7 HISD-FURNISHED DOCUMENTS

The following quantities of this Contract Documents will be provided to the Contractor at no additional expense after execution of this Contract:

Document Quantity


Revised 10/30/2014

Contract and HISD Standard Specifications 1 copy

ARTICLE 8


PERMITS AND RESPONSIBILITIES

The Contractor shall, without additional expense to HISD, be responsible for processing of drawings for approval by the applicable jurisdictions, and for obtaining all necessary licenses and permits (except as reflected below), and for complying with any Federal, State and municipal laws, codes, and regulations applicable to the performance of the Work. The Contractor shall also be responsible for all damages to persons or property that occur as a result of the Contractor’s or Subcontractor’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. The 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 in writing under this Contract.

A. The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. HISD stipulates that it is an exempt organization as defined by the Limited Sales, Excise and Use Tax Act and as such is exempt from the payment of the sales tax on materials and supplies used in the performance of this Contract. The Contractor shall issue exemption certificates to its suppliers and Subcontractors in lieu of said sales tax for all such materials and supplies, and said exemption certificates must comply with current rulings of the Texas State Comptroller.

B. Unless otherwise provided in this Contract, the Contractor shall secure and pay for all permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work which are customarily secured after execution of this Contract and which are legally required when bids are received or negotiations concluded. Notwithstanding the above, costs for building permits will be paid by HISD at actual cost.

C. The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work.

D. It is not the Contractor’s responsibility to ascertain that the construction documents are in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, if the Contractor observes that portions of the construction documents are at variance therewith, the Contractor shall promptly notify the Resident Architect and HISD Project Manager in writing, and necessary changes shall be accomplished by appropriate modification.

E. If the Contractor performs Work knowing or which it should have reasonably known to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Resident Architect and HISD Project Manager, the Contractor shall assume responsibility for such Work and shall bear all costs attributable to correction.

ARTICLE 9 MATERIAL AND WORKMANSHIP

A. All equipment, material, and articles incorporated in the Work covered by this Contract shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this Contract. 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. The Contractor may,


Revised 10/30/2014

with HISD’s written approval, use any equipment, material, article, or process that, in the judgment of the HISD General Manager, is equal to that named in the specifications, unless otherwise specifically provided in this Contract.

B. The Contractor shall obtain the HISD Issuing Authority’s or Resident Architect/Engineer’s approval of the machinery


and other equipment to be incorporated into the Work. When requesting approval, the Contractor shall furnish to the HISD Issuing Authority or Resident Architect/Engineer 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 this Contract, the HISD Issuing Authority, or by the Resident Architect/Engineer, the Contractor shall also obtain the Resident Architect/Engineer’s approval of the material or articles which the Contractor contemplates incorporating into the Work. When requesting approval, the Contractor shall provide full information concerning the material or articles. Attachment H, Construction Submittal, shall be used for all material approval at the Contractor’s expense, with all shipping charges prepaid. Machinery, equipment, material and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection.

C. All Work under this Contract shall be performed in a skillful and Workmanlike manner.

ARTICLE 10 TESTING OF MATERIALS

A. The Contractor shall be responsible for required testing of materials prior to delivery at the site of the Work, including the design of concrete mixes. The Contractor will maintain a testing log which reflects the status of all testing. HISD will retain an independent testing laboratory to perform site testing of materials when deemed appropriate by HISD.

B. Testing of newly installed equipment and materials necessary to ensure proper function shall be considered to be included in the R. S. Means Cost equipment and material.

C. Material and equipment shall not be finally accepted until approved by HISD or its designated agent. No Project will be deemed to be complete until final approval has been obtained from HISD or its designated agent.

ARTICLE 11 LAYOUT OF WORK

The Contractor shall lay out his Work in accordance with this Contract plans and specifications and shall be responsible for all measurements in connection with the layout of the Work. The Contractor shall furnish, at his own expense, unless otherwise included in the Job Order, all stakes, templates, platforms, equipment, tools, materials, and labor required to lay out any part of the Work. The Contractor shall also be responsible for maintaining and preserving all control points established by the HISD Issuing Authority or Resident Architect/Engineer. If such control points are destroyed or removed by the Contractor before their removal is authorized, the HISD Issuing Authority and/or Resident Architect/Engineer may have them replaced and deduct the expense of the replacement from any amounts due or to become due to the Contractor.

ARTICLE 12 SITE INVESTIGATION AND CONDITIONS AFFECTING THE WORK

A. The Contractor shall take all steps reasonably necessary to ascertain the nature and location of the Work, and to investigate and satisfy himself as to the general and local conditions which can affect the Work or its cost including, but


Revised 10/30/2014

not limited to:

1. Conditions bearing upon transportation, disposal, handling, and storage of materials; 2. The availability of labor, water, electric power, and roads;

3. Historical weather patterns, river stages, tides or similar physical conditions at the site; 4. The conformation and conditions of the ground; and


5. The character of equipment and facilities needed preliminary to and during Work performance.

B. No additional increase in this Contract amount will be provided when existing or known conditions require a certain amount of Work to comply with the intent of the Job Order.

C. The Contractor has the obligation and responsibility to satisfy himself 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 each site, including all exploratory Work done by HISD, as well as from the drawings and specifications made a part of this Contract.

ARTICLE 13 DIFFERING SITE CONDITIONS

A. The Contractor shall promptly, and before the conditions are disturbed, give a written notice to the HISD Issuing Authority of:

1. Subsurface or latent physical conditions at the site which differ materially from those indicated in this Contract, and all other Contract Documents, and

2. 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 this Contract.

B. The HISD Issuing Authority shall investigate the site conditions promptly after receiving the notice. If the conditions do materially so differ and cause an increase or decrease in the Contractor’s cost of, or the time required for performing any part of the Work under this Contract, whether or not changed as a result of the conditions, an equitable adjustment may be made by HISD and this Contract modified in writing accordingly.

C. No request by the Contractor for an equitable adjustment to this Contract under this Article shall be allowed, unless the Contractor has given the written notice required.

D. No request by the Contractor for an equitable adjustment to this Contract for differing site conditions shall be allowed if made after final payment under this Contract.


Revised 10/30/2014


ARTICLE 14 CONTRACT TERM

HISD may issue from time to time Job Orders to the Contractor pursuant to this Contract. Unless specifically provided otherwise in the Job Order, the Job Order shall also constitute a Notice to Proceed. The term of this Contract shall commence on the Effective Date and shall continue for one (1) year from the Effective Date, unless revised in accordance with the terms and conditions of this Contract, or unless terminated by HISD in accordance with the termination provisions herein.

ARTICLE 15 OPTION TO EXTEND THE TERM OF THIS CONTRACT

Notwithstanding any other provision of this Contract, HISD has the option to extend this Contract performance period of this Contract for up to two additional one-year periods, provided that HISD gives written notice of such renewal to the Contractor prior to the expiration of the current Contract Term. The then current Contract provisions, including warranty, shall apply to any such extension made pursuant to these provisions.

Each Contract renewal, if exercised by HISD, shall be for no more than one (1) year and will be accomplished by written Contract Renewal Documents.

Adjustments to the first year coefficient factors for option years shall be as set forth in Article 16 C, Compensation.

ARTICLE 16 COMPENSATION

A. As full consideration for the satisfactory performance by the Contractor of this Contract, HISD shall pay to the Contractor the amounts specified in the individual Job Order as follows:

1. Payment for Work performed during standard Working hours shall be based on the Standard Coefficient factor of X.XXXX multiplied times the sum of unit prices specified in R. S. Means, Facilities Construction Cost Data, multiplied by the City Cost Index (Houston).

2. Payment for Work performed during non-standard hours shall be based on the Non-Standard Coefficient factor of X.XXXX multiplied times the sum of unit price specified in R. S. Means, Facilities Construction Cost Data, multiplied by the City Cost Index (Houston). The non-standard coefficient factor shall be reduced by 2% during any quarter in which the amount of the Work performed in non-standard hours during the previous two quarters exceeds 25% of all Work performed during such six-month period. The percentage of Work performed in non-standard hours will be determined by dividing the value of all Job Orders issued in the previous two quarters for non-standard hours by the total value of all Job Orders for Work performed during standard hours for the same period. Measurements shall be made no later than the 10 th day after the end of each three-month period after this Contract is issued with any required adjustment made for Job Orders issued beginning the first of the next month after the measurement is made and continuing for three months.

Standard and Non-Standard hours of Work are defined in Attachment “A”, Contract Pricing/Coefficients.


Revised 10/30/2014

B. This Contract pricing as set forth herein is firm regardless of the actual quantities of Work required under this Contract. The “Unit Price Book,” or alternatively, the “UPB” for purposes of this Contract shall be the R. S. Means, Facilities Construction Cost Data, current volume, the cover of which is attached hereto as Attachment D. The column from the UPB to be used is labeled “Total Incl O&P”. The UPB is incorporated herein for all purposes as if set forth at length. If the UPB should be discontinued, then HISD may adopt another suitable UPB for purposes of this Contract.

C. Adjustments for Option Year. After the initial year term of this Contract, this Contract shall automatically replace the existing unit price book with a new unit price book as published by R.S. Means on the first day of each renewal year that the publication is made available or as soon as practicable thereafter. In cases where a revised unit price book is adopted based upon a later edition of the R.S. Means Facilities Construction Cost Data, the Contractor’s coefficient shall remain fixed unless adjusted in accordance with Paragraph “D” below. In the event that the specified unit price book edition is not updated in the new year, the then current unit price book shall be maintained as the new year’s unit price book, but the coefficient may be varied as determined below.

If publication of the index is discontinued, HISD and the Contractor may negotiate a replacement UPB, adjustment index or a new contract provision. If an agreement cannot be reached, the HISD Project Manager will unilaterally determine the adjustment method and the adjustment, if any, and the Contractor may dispute any such decision in accordance with Article 30.

D. Continuation of the Job Order Contract for future renewal periods is at HISD’s sole discretion and may depend upon pricing and service provided by the Contractor. Prior to each renewal, the Contractor and HISD will meet to review elements of this Contract and Working relationship including Work which may be performed for other entities as set forth in this Contract. Amendments to this Contract may be proposed in order to maintain the quality, pricing, and service necessary for a continuing successful relationship.

E. Change Order to this Contract for Non-Prepriced Work: In the event there are items of Work not covered by this Contract (Non-Prepriced Work) but within its scope and general intent, this Contract may be amended by change order or additional Job Order to establish a unit price for the items of Work pursuant to Article 35. Such Work shall then become a part of Work described in the Unit Price Book. Non-Prepriced Work shall be so noted on each Job Order.

ARTICLE 17 INVOICING AND PAYMENTS

A. For any Job Order less than $10,000 for which the completion date is scheduled for less than one month (30 calendar days) from issuance of the Job Order, HISD shall make only one payment upon final completion and approval of the Work by HISD. HISD shall make progress payments monthly as the Work proceeds on all other Job Orders, or at more frequent intervals as may be determined by the HISD Issuing Authority, on estimates of construction progress approved by the HISD General Manager and the HISD Issuing Authority. The Contractor shall furnish a breakdown of the total Job Order 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 preparation of estimates the HISD Issuing Authority may authorize progress payments for material delivered on the site and preparatory Work done to be taken into consideration if:

1. Consideration is specifically authorized by this Contract:

2. The Contractor furnishes evidence satisfactory to HISD that he has acquired title to such material and that the material will be used to perform this Contract; and.

3. The Contractor furnishes satisfactory evidence satisfactory to HISD that title to such material has passed to him.

B. In making progress payments, there shall be retained five percent (5%) of the estimated amount until final completion and acceptance of the Job Order by HISD. When the Work is substantially complete, the HISD Issuing Authority shall retain an amount that the HISD Issuing Authority considers adequate protection of HISD and may release to the Contractor all or a portion of any excess amount.


Revised 10/30/2014


C. All material and Work covered by progress payments made shall, at the time of payment, become the sole property of HISD, but this provision shall not be construed as:

1. Relieving the Contractor from the sole responsibility for loss of or damage to all such material and Work upon which payments have been made or the restoration of any damaged Work; or

2. Waiving the right of HISD to require the fulfillment of all of the terms of this Contract.

D. HISD shall pay the retained amount due the Contractor under this Contract after:

1. Completion and acceptance of all the Work;

2. Presentation of a properly executed invoice; and

3. Presentation of release of all claims against HISD arising by virtue of this Contract on claims. A release may also be required of the assignee if the Contractor’s claim to amounts payable under this Contract has been assigned. Prior to final payment, the Contractor shall submit in duplicate to the HISD Issuing Authority and/or the Resident Architect/Engineer, if applicable, the following completed forms, as applicable:

a. Contractor’s Affidavit of Payment of Debts and Claims, AIA Document G706 (See Attachment “F”). b. Contractor’s Affidavit of Release of Liens, AIA Document G706A. c. Consent of Surety to Final Payment, AIA Document G707. d. Subcontractor's Lien Releases - notarized e. Contractor’s (and Subcontractor or supplier) notarized affidavit stating that no asbestos building

materials were used. f. Maintenance and instruction manuals, if applicable. Three sets of each bound in a 3” ring binder. g. Record drawings and reproducible mylar sepias, if applicable. h. Final list of Subcontractors (AIA Document G805).

E. The Contractor shall submit invoices, in duplicate, to the following address:

Houston ISD Account Payable 4400 W. 18th Street Houston, TX 77092

(HISD may change the name and address of any such designee at any time upon notice to Contractor.)

F. Notwithstanding anything in this Contract to the contrary, all payments to the Contractor shall be made in accordance with Chapter 2251 of the Texas Government Code. The Contractor shall comply with the requirements of Chapter 2251 of the Texas Government Code regarding payments to Subcontractors. Such payments to Subcontractors may not include retainage above the percentage held by HISD.

G. Separate invoices are required for each payment of each Job Order, and each invoice shall contain the Job Order Number.


Revised 10/30/2014


H. HISD is exempt from payment of any and all sales tax. A certificate of exemption and exemption number will be furnished to the Contractor. Contractor’s invoices should not contain assessment of any of these taxes.

I. Payments shall be considered made when HISD deposits the Contractor’s payment in the mail. Undisputed payments will be made within thirty (30) calendar days provided Contractor is not in default and that the requirements of all payment provisions are met.

ARTICLE 18 CONSTRUCTION SCHEDULE

A. For each Job Order request, within seven (7) days of receipt of Job Order Request, unless extended by the HISD Project Manager, the Contractor shall prepare and submit to the HISD General Manager for approval three (3) copies of a practicable schedule showing the order in which the Contractor proposes to perform the Work, and the dates on which the Contractor contemplates starting and completing the several salient features of the Work (including acquiring materials, plant, and equipment), along with a Job Order Proposal. The schedule may be a formal CPM 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 and the schedule chart must contain as a minimum:

1. A list of the different types of Work activities or Work elements. 2. Show the logical dependencies (ties) to indicate what Work must be accomplished before other Work can

begin. 3. Show when the Contractor proposes to start and complete each Work activity or Work element.

4. 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 Contractor fails to submit a schedule within the time prescribed, the HISD Issuing Authority shall withhold approval of a Job Order until the Contractor submits the required schedule. Upon approval by HISD, the completion date in the required schedule shall become the “Completion Date” for the particular Job Order, and shall be the date that all Work under the Job Order is to be complete.

B. The Contractor shall submit a progress report weekly, or as otherwise directed by the HISD Project Manager, and shall deliver three (3) copies of the annotated schedule to the HISD Project Manager. If, in the opinion of the HISD Project Manager, the Contractor falls behind the approved schedule, the Contractor shall take steps necessary to improve its progress, including those that may be required by the HISD Project Manager, without additional cost to HISD. In this circumstance, the HISD Project Manager may require the Contractor to increase the number of shifts, overtime operations, days of Work, and/or the amount of construction plant, and to submit for approval any supplementary schedule or schedules in chart form as the HISD Project Manager deems necessary to demonstrate how the approved rate of progress will be regained.

C. Emergency Work: Contractor will give top priority to any emergency Work HISD may have and will allocate all resources necessary to accomplish such Work in accordance with HISD’s schedule requirements. HISD shall have the right to require that some of the Work be completed after normal hours without additional charge.


Revised 10/30/2014


D. Failure of the Contractor to comply with the requirements of this Contract under this clause shall be grounds for a determination by the HISD Project Manager that the Contractor is not prosecuting the Work with sufficient diligence to ensure completion within the time specified in the Job Order, or by the Completion Date. Upon making this determination, the HISD Project Manager may terminate the Contractor’s right to proceed with the Work, or any separable part of it, in accordance with the provisions of Article 32. The parties hereto agree that time is of the essence of this Contract and of each Job Order issued pursuant to this Contract, and that the pecuniary damages which would be suffered by HISD, if the Contractor does not complete all Work called for in any Job Order by the Completion Date, are in their very nature difficult of ascertainment. It is therefore expressly agreed as a part of the consideration inducing HISD to execute this Contract that Contractor shall owe to HISD, and HISD may deduct from the final payment made to the Contractor for any Job Order a sum equal to $500.00 per day or other amount as determined by the HISD Project Manager and Contractor for each additional calendar day beyond the Completion Date which the Contractor shall require for substantial completion of the Work included in any Job Order issued under this Contract. It is expressly understood that the said sum per day is agreed upon as a fair estimate of the pecuniary damages which will be sustained by HISD in the event that the Work is not completed within the agreed time, or within the legally extended time, if any, otherwise provided for herein. Said sum shall be considered as liquidated damages only and in no sense shall be considered a penalty, said damage being caused by additional compensation to personnel, for loss of interest on money, administrative costs, loss of public use, and other miscellaneous increased costs, all of which are difficult of exact ascertainment.

ARTICLE 19 SUPERVISION BY CONTRACTOR

At all times during performance of a Job Order and until the Work is completed and accepted, the Contractor shall directly supervise the Work of this Contract or assign and have on the Work site, a competent superintendent who is satisfactory to the HISD General Manager and has authority to act for the Contractor. All Projects will have full time contractor supervision by a competent superintendent at all times Work is in progress.

ARTICLE 20 SUBCONTRACTORS

A. A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work on the Job Order. Contractor shall furnish, on a monthly basis, a list of all of its Subcontractors who are proposed to provide services under this Contract. HISD will review that list and indicate any firms found to be objectionable. The Contractor shall not contract with any party to whom HISD has made an objection. A copy of all subcontracts shall be available at the Contractor’s office for review by HISD.

B. The Contractor shall not, without the written consent of HISD, either replace a Subcontractor previously approved, or permit such subcontract to be assigned or transferred, or allow that portion of the Work to be performed by anyone other than the approved Subcontractor without the prior written consent of HISD; except that the Contractor may perform a previously subcontracted portion of the Work himself with qualified personnel upon written notice to HISD.


Revised 10/30/2014

C. Nothing contained in this Contract shall be construed as creating any contractual relationship between any Subcontractor and HISD. The Contractor shall be responsible to HISD for acts and omissions of his own employees,


and of Subcontractors and their employees. He shall also be responsible for the coordination of the Work of the trades and Subcontractors, and material deliveries. The Contractor shall, without additional expense to HISD, employ specialty Subcontractors where required. Neither HISD nor its representatives will be required to undertake to settle any differences between the Contractor and his Subcontractors, or between Subcontractors. The Contractor shall indemnify and hold HISD harmless from any and all Subcontractor claims, losses or damages, including, but not limited to, court costs and attorneys’ fees, arising out of or related to this Contract.

D. The Contractor shall insert in all first tier subcontracts a requirement that certification be provided to indicate that all lower tier Subcontractors and/or suppliers have been paid. The first tier Subcontractor shall submit a release of claims.

E. The Contractor shall not sublet the Work as a whole. The approval of Subcontractors in no way relieves the Contractor from full responsibility for performance and completion of the Work and its obligations under the Contract Documents.

ARTICLE 21 INSPECTION OF CONSTRUCTION

A. The Contractor shall maintain an adequate inspection system and perform such inspections as will ensure that the Work called for conforms to all contractual and Job Order requirements. The Contractor shall maintain complete inspection records and make them available to HISD upon three (3) days’ notice. All Work shall be conducted under the general direction of the HISD Issuing Authority or the Resident Architect/Engineer and is subject to inspection and test at all places and at all reasonable times before acceptance to ensure strict compliance with the terms of this Contract. The Contractor shall use approved Daily Report and ReWork forms to record the results of his quality control and quality assurance inspections and to log items requiring reWork and their status. These forms will be made available to HISD for review at any time.

B. HISD inspections and tests are for the sole benefit of HISD and do not:

1. Relieve the Contractor of responsibility for providing adequate quality control measures; 2. Relieve the Contractor of responsibility for damage to or loss of the material before acceptance;

3. Constitute or imply acceptance; or 4. Affect the continuing rights of HISD after acceptance of the complete Work under Paragraph H below.

C. The presence or absence of an inspector does not relieve the Contractor from any Contract requirement, nor is the inspector authorized to change any term or condition of the specification without the HISD Issuing Authority’s written authorization.

D. The 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 the HISD Issuing Authority or Resident Architect/Engineer. HISD may charge to the Contractor any additional cost of inspection or test when Work is not ready at the time specified by the Contractor for inspection or test, or when prior rejection makes reinspection or retest necessary. The HISD Issuing Authority or Resident Architect/Engineer 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.


Revised 10/30/2014

E. The Contractor shall, without charge, replace or correct Work found by the HISD Issuing Authority and/or Resident Architect/Engineer not to conform to Job Order requirements, unless in the public interest HISD consents to accept the Work with an appropriate adjustment in Contract price. The Contractor shall promptly segregate and remove rejected


material from the premises.

F. If the Contractor does not promptly replace or correct rejected Work, HISD may:

1. By contract or otherwise, replace or correct the Work and charge the cost to the Contractor; and/or 2. Terminate for default the Contractor’s right to proceed.

G. If, before acceptance of the entire Work, the Resident Architect/Engineer decides to examine already completed Work by removing it or tearing it out, the Contractor, on request, shall promptly furnish all necessary facilities, labor, and material. If the Work is found to be defective or non-conforming in any material respect due to the fault of the Contractor or its Subcontractors, the Contractor shall pay the expenses of the examination and of satisfactory reconstruction. However, if the Work is found to meet Contract requirements, the HISD Issuing Authority 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 performance time.

H. Unless otherwise specified in the Job Order, HISD shall make its best efforts to accept, as promptly as practicable after completion and inspection, all Work required by the Job Order or that portion of the Work the HISD Issuing Authority determines can be accepted separately.

ARTICLE 22 OPERATIONS AND STORAGE AREAS

A. The Contractor shall confine all operations (including storage of materials) to areas authorized or approved by the HISD Issuing Authority.

B. Temporary buildings (e.g., storage sheds, shops, offices) may be erected by the Contractor only with the prior written approval of the HISD Issuing Authority and shall be built with labor and materials furnished by the Contractor without expense to HISD. The temporary buildings shall remain the property of the Contractor and shall be removed by the Contractor at its expense upon the completion of the Work. With the written consent of the HISD Issuing Authority, the buildings and utilities may be abandoned and need not be removed. Any facilities or utilities required by Contractor shall be furnished by Contractor at Contractor’s expense.

C. The Contractor shall, under regulations prescribed by the HISD Issuing Authority, use only established roadways or temporary roadways constructed by the Contractor when and as authorized by the HISD Issuing Authority. The Contractor shall comply with all federal, state, and local laws and regulations when transporting materials. When it is necessary to cross curbs or sidewalks, the Contractor shall protect them from damage. The Contractor shall repair or pay for the repair of any damaged curbs, sidewalks or roads.

ARTICLE 23 PROTECTION OF EXISTING VEGETATION, STRUCTURES, UTILITIES, AND IMPROVEMENTS

A. The Contractor shall preserve and protect all structures, equipment, and vegetation (such as trees, shrubs, and grass)


Revised 10/30/2014

on or adjacent to the Work site, which are not to be removed and which do not unreasonably interfere with the Work required under the Job Order. The Contractor shall only remove trees when specifically authorized to do so in writing by the HISD Issuing Authority, and shall avoid damaging vegetation that will remain in place. If any limbs or branches of trees are broken during the performance of the Work by careless operation of equipment, or by workmen, the Contractor shall trim those limbs or branches with a clean cut and paint the cut with a tree pruning compound as


directed by the HISD Issuing Authority.

B. The Contractor shall protect from damage all existing improvements and utilities (1) at or near the Work site and (2) on adjacent property of a third party, the locations of which are made known to or should be known by the Contractor. The Contractor shall repair any damage to those facilities, including those that are the property of a third party, resulting from Contractor’s failure to comply with the requirements of the Job Order or Contractor’s failure to exercise reasonable care in performing the Work. If the Contractor fails or refuses to repair the damage promptly, the HISD Issuing Authority may have the necessary Work performed and charge the cost to the Contractor.

ARTICLE 24 CLEANING UP AND REFUSE DISPOSAL

The Contractor shall, at all times, keep the Work area, including storage areas, free from accumulations of waste materials. Before completing the Work, the Contractor shall remove from the Work and premises any rubbish, tools, scaffolding, equipment, and materials that are not the property of HISD. Upon completing the Work, the Contractor shall leave the Work area in a clean and orderly condition satisfactory to the HISD Issuing Authority. Final cleanup of the premises shall be included in the Period of Performance of the Job Order. All costs for all clean up, construction refuse disposal, including containers and removal from the site, shall be the responsibility of the Contractor and are included in the Contractor’s coefficient, except for hazardous wastes not brought on site or generated by the Contractor or unless approved as a separate line item in the Job Order. If a dispute arises about who is responsible for site clean-up where multiple contractors may be on site, the HISD Issuing Authority shall allocate the cost among all parties responsible.

ARTICLE 25 WARRANTY OF CONSTRUCTION

A. In addition to any other warranties provided by law or in this Contract or Job Orders, the Contractor warrants that Work performed under Job Orders conforms to the Job Order requirements and is free of any defect in equipment, material or design furnished, or Workmanship performed by the Contractor or any of its Subcontractors or suppliers at any tier.

B. The warranties in this Article shall continue for a period of one (1) year from the date of final acceptance of the Work. All painting and XXXX ServicesWork shall be warranted by the Contractor for two (2) years from the date of final acceptance of the Work.

C. The Contractor shall remedy at the Contractor’s expense any failure to conform, or any defect. In addition, the Contractor shall remedy at the Contractor’s expense any damage to HISD owned or controlled real or personal property, when that damage is the result of:

1. The Contractor’s failure to conform to Contract requirements; or 2. Any defect of equipment, material, Workmanship, or design furnished.

Unless a defect is caused by the negligence of the Contractor or Subcontractor or supplier at any tier, the Contractor shall not be liable for the repair of any damage that results from any defect in HISD furnished material or design.


Revised 10/30/2014

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

E. The HISD Issuing Authority shall notify the Contractor, in writing, within a reasonable time after the discovery of any failure, defect, or damage.

F. If the Contractor fails to remedy any failure, defect, or damage within a reasonable time after receipt of notice, HISD


shall have the right to replace, repair, or otherwise remedy the failure, defect or damage at the Contractor’s expense.

G. 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, the Contractor shall:

1. Obtain all warranties that would be given in normal commercial practice; 2. Require all warranties be executed in writing for the benefit of HISD; 3. Enforce all warranties for the benefit of HISD.

4. Deliver all warranty documents

H. In the event the Contractor’s warranty under Paragraph B of this Article has expired, HISD may bring suit at its expense to enforce a Subcontractor’s, manufacturers, or supplier’s warranty.

I. This warranty shall not limit HISD’s rights under Article 21with respect to latent defects, gross mistakes, or fraud.

ARTICLE 26 CHANGES

A. 1. Changes in the Work may be accomplished after execution of the Job Order and without invalidating the Job Order by Change Order, Construction Change Directive or order for a minor change in the Work. The Job Order amount and/or completion date may be increased for changes in the Work if the provisions of Article 26 have been met. No change in the Job Order amount and/or completion date will be allowed for a change in the Work unless prior to performing the changed Work the Contractor has provided the HISD in writing with a proposal for any increase in price and/or change in completion date caused by the change in Work. A field directive or field order shall not be recognized as having any impact upon the Job Order amount or the completion date, and Contractor shall have no Claim therefore, unless it shall, prior to complying with the directive and in any event within ten (10) days of receiving the directive, submit a change proposal to HISD.

2. A Change Order shall be based upon agreement among the Project Manager and the Contractor; a Construction Change Directive requires agreement by the General Manager and the Project Manager, and the Resident Architect/Engineer and may or may not be agreed to by the Contractor; an order for a minor change in the Work may be issued by the Project Manager alone.


Revised 10/30/2014

3. Changes in the Work shall be performed under applicable provisions of this Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work.

4. If unit prices are stated in the Job Order or subsequently agreed upon, and if quantities originally contemplated are so changed in a proposed Change Order or Construction Change Directive that application of such unit prices to quantities of Work proposed will cause substantial inequity to the HISD or Contractor, the applicable unit prices may be equitably adjusted by HISD.


B. The Contractor, upon receipt of written notification by the Project Manager of a proposed item of change in the Work, shall prepare as soon as possible a Change Proposal in such form or forms as directed by the Project Manager.

1. Each separate Change Proposal shall be numbered consecutively and shall include materials costs, labor costs, fees, overhead and profit. The Proposal shall specify all costs related to the proposed Change in the Work, including any disruption or impact on performance.

2. The Subcontractor’s itemized accounting shall be included with the Change Proposal. 3. If Change Proposal is returned to the Contractor for additional information or if the scope of the proposed

change in the Work is modified by additions, deletions or other revisions, the Contractor shall revise the Change Proposal accordingly and resubmit the revised Change Proposal to the Project Manager.

4. A revised Change Proposal shall bear the original Change Proposal number suffixed by the letter “R” to designate a revision in the original Change Proposal. If additional revisions to a revised Change Proposal are necessary, each subsequent revision shall be identified by an appropriate numeral suffix immediately following the “R” suffix.

5. Upon written approval of a Change Proposal, the Project Manager or resident Architect/Engineer will prepare a Change Order authorizing such change in the Work.

6. The Contractor shall request extensions of the completion date due to changes in the Work only at the time of submitting his Change Proposal. Contractor’s failure to do so shall represent a waiver of any right to request a time extension.

C. 1. A Change Order is a written instrument prepared by the Project Manager and signed by HISD, Contractor, and Project Manager, stating their agreement upon all of the following:

a. A change in the Work; b. The amount of the adjustment in the Job Order amount, if any; and c. The extent of the adjustment in the completion date, if any.

2. Methods used in determining adjustments to the Job Order amount shall be determined by HISD and may include those listed below:

a. Mutual acceptance of a lump sum based on the pricing set forth at Article 16 properly itemized and supported by sufficient substantiating data to permit evaluation. Sufficient substantiating data shall include a proposal itemized for the various components of Work added or deleted, segregated by labor, material and equipment. Details to be submitted will include detailed line item estimates showing detailed material quality take-offs, material prices by item and of related labor hour pricing information and extension (by line item by drawings as applicable);

b. Unit prices stated in this Contract Documents or subsequently agreed upon and supported by


Revised 10/30/2014

sufficient substantiating data to permit evaluation; c. Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or

percentage fee or the percentage fee established at Article 26, Subsection C.3.f.; or as provided in Article 26, Subsection C.3.f.

3. Construction Change Directives

a. A Construction Change Directive is a written order prepared by the Project Manager and signed by the HISD General Manager and the Project Manager, directing a change in the Work and stating a proposed basis for adjustment, if any, in the Job Order amount or completion date, or both. The HISD may by Construction Change Directive, without invalidating the Job Order, order changes in the Work within the general scope of the Job Order consisting of additions, deletions or other

SAMPLE CONTRACT ONLY revisions, the Job Order amount and completion date being adjusted accordingly. b. A Construction Change Directive shall be used in the absence of total agreement on the terms of a

Change Order. c. The Construction Change Directive shall include a unilateral change in the Job Order amount and/or

completion date reflecting HISD’s view of the appropriate change in the Job Order amount and/or completion date for the change in the Work covered by the Construction Change Directive. Until agreement is reached by HISD and Contractor on these issues, the changes in Job Order amount and completion date set out in the Construction Change Directive shall be used for schedule of values, payment and scheduling purposes.

d. Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Project Manager of the Contractor’s agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Job Order amount or completion date.

e. A Construction Change Directive signed by the Contractor indicates the agreement of the Contractor therewith, including adjustment in Job Order amount and completion date or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order.

f. In the absence of agreement between Project Manager and the Resident Architect/Engineer on the proper change to the Job Order amount or completion date because of a change in the Work, Contractor may treat the matter as a Claim under Article 28. In such event, the Contractor shall be entitled to recover only the amount by which its direct costs have been reasonably increased over the direct cost of performing the Work without the change in the Work, plus fifteen percent (15%) (5% on Subcontractor’s Work) of direct cost to cover supervision, field office and home office overhead, profit and all other costs. Direct cost shall be limited to the following:

(1) Reasonable cost of labor, including social security, old age and unemployment insurance, fringe benefits required by agreement or custom, and Worker’s compensation insurance;

(2) Reasonable cost of materials, supplies and equipment including cost of transportation,

whether incorporated or consumed; (3) Reasonable rental cost of machinery and equipment, exclusive of hand tools, whether

rented from the Contractor or others at rates that are no greater than market rates in the locale of the Work at the time of the Work;

(4) Reasonable costs of premiums for all bonds and insurance (General Contractor only),

permit fees and sales, use or similar taxes related to the Work; and


Revised 10/30/2014

(5) Reasonable cost of Subcontractor for performing the change Work. The amount allowable

for Subcontractors shall be calculated using the same standards set out herein for direct Work by the Contractor.

Contractor and each Subcontractor involved shall furnish evidence of costs such as copies of

original invoices for materials, payroll vouchers for labor, etc., upon request by the Resident Architect Engineer, HISD, or HISD Project Manager. Any increase in contract time shall be limited to the amount of time by which activities, critical to overall completion of the Project, are delayed by the change in the Work. If it is reasonably possible to perform the change in the Work concurrently with Work that is critical to overall completion, no time extension shall be granted by reason of a change in the Work.


g. Pending final determination of cost to HISD, amounts not in dispute may be included in Applications for Payment. The amount of credit allowed by the Contractor to HISD for a deletion or change which results in a net decrease in the Job Order amount shall be actual net cost as confirmed by the Project Manager. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change.

4. Minor Changes in the Work

a. The Project Manager will have authority to order minor changes in the Work not involving adjustment in the Job Order amount or extension of the completion date and not inconsistent with the intent of the Job Order Proposal. Such changes shall be effected by written order and shall be binding on HISD and Contractor. The Contractor shall carry out such written orders promptly.

ARTICLE 27 PRICING ADJUSTMENTS

A. The Contractor, in connection with any proposal he makes for a Job Order modification or change, shall furnish a price breakdown itemized as required by the HISD Issuing Authority. Pricing for such modifications shall be based on quantities mutually agreed to by the Contractor and HISD, the prices contained in the R. S. Means and the applicable coefficient factor(s).

B. Justification shall be furnished for any proposed extension in the period of performance. The proposal, together with the price breakdown and period of performance extension justification, shall be furnished by the date specified by the HISD Issuing Authority.

ARTICLE 28 EXTRAS AND CLAIMS

Except as otherwise provided in this Contract, no payment for extra Work shall be made unless such extra Work and the price therefore have been authorized by advanced written order of HISD pursuant to Article 26. Claims for money other than the amount of each Job Order shall be determined as set forth below.


Revised 10/30/2014

A. Definition.

Claim is any demand or assertion by the Contractor that it should be paid more money than the Job Order amount, as adjusted under Article 26, by the Project Manager because of action or inaction on the part of Project Manager, Resident Architect, or any party for whom HISD is responsible, or any party with whom HISD has separately contracted for other portions of the Project, including, but not limited to, any demand or assertion that Contractor’s performance has been delayed, interrupted or interfered with, that Contractor’s performance has been accelerated, constructively accelerated, or suspended, that Contractor’s performance has been wrongfully terminated, that this Contract Documents have been misinterpreted, that there has been a failure of payment, that Contractor has encountered concealed or unknown conditions, that Contractor has encountered hazardous materials, that there are problems with this Contract Documents, or the timing of Project Manager approvals or decisions, that actions of HISD have been intentionally wrongful or deceptive, that the amount of time or money granted in a Construction Change Directive is inadequate, that an item treated as a minor change in the Work should have been treated as a Change Order, that a time extension grant was inadequate, or that Contractor is entitled to any other relief, on any legal theory, related to the Work and this Contract.

B. Within five (5) days of the first occurrence of any event that Contractor has any reason to believe might result in a Claim, or within five (5) days of Contractor’s discovery of the first occurrence of an event that Contractor has any reason to believe might result in a Claim if the first occurrence of the event was willfully hidden from the Contractor, the Contractor shall file a written document clearly captioned “Notice of Claim” with the HISD General Manager. The notice shall clearly set out the specific matter of complaint, and the impact or damages, which may occur or have occurred as a result thereof, to the extent the impact or damages can be assessed at the time of the notice. If the impact or damages cannot be assessed as of the date of the notice, the notice shall be amended at the earliest date this is reasonably possible.

C. Any Claim or portion of a Claim that has not been made the specific subject of a notice strictly in accordance with the requirements of this section shall be waived. It is imperative that the HISD General Manager have timely, specific notice of any subject, the impact of which HISD General Manager may be in a position to mitigate.

D. Claims Handling During Construction.

After receipt of a Notice of Claim, the HISD General Manager may elect to refer the matter to the Project Manager, Resident Architect/Engineer or another party for review. Contractor will attend meetings called to review and discuss the Claims and mitigation of the problem, and shall furnish any reasonable factual backup for the Claim requested. The HISD General Manager may also elect to defer consideration of the Claim until the Work is completed, in which case the same review options shall be available to the HISD General Manager at the completion of the Work. At any stage, HISD is entitled but not obligated to refer a Claim to mediation under the Construction Industry Mediation Rules of the American Arbitration Association, and if this reference is made Contractor and the HISD General Manager will take part in the mediation process. The filing, mediation or rejection of a Claim does not entitle Contractor to stop performance of the Work. The Contractor shall proceed diligently with performance of this Contract.

E. Claims Handling Following Construction.

The acceptance of final payment shall constitute a waiver of Claims by the Contractor which have not previously been identified in a Notice of Claim and specifically reserved in the final Application for Payment.

F. If a Claim has not been resolved within six (6) months of the date of the final Application for Payment through Claim review procedures, mediation, or other Claim settlement negotiations, then Contractor at that time, but not before, shall be entitled to institute litigation on the Claim in a State Court of competent jurisdiction in Harris County, Texas, and in no other forum.

G. Claims for Concealed or Unknown Conditions.

Only if conditions are encountered at the site which are (a) subsurface or otherwise concealed physical conditions which differ materially from those indicated in this Contract Documents, (b) unknown physical conditions of an unusual


Revised 10/30/2014

nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in this Contract Documents or (c) in the case of renovation Work, any condition of the preexisting construction to be renovated which was hidden from view prior to demolition Work performed as a part of the renovation, that is materially different from any of the conditions that could reasonably have been expected to be present in preexisting construction of the age and type encountered on the Project, then Contractor shall be entitled to make a Claim if it can satisfy all of the requirements of Article 28.

H. In calculating the amount of any Claim the following standards will apply:

1. No indirect or consequential damages will be allowed.

2. All damages must be directly and specifically shown to be caused by a proven wrong. No recovery shall be based on a comparison of planned expenditures to total actual expenditures, or on estimated losses or labor efficiency, or on a comparison of planned man-loading to actual man-loading, or any other analysis that is


used to show damages indirectly.

3. Damages are limited to extra costs specifically shown to have been directly caused by a proven wrong.

4. The maximum daily limit on any recovery for delay shall be the amount estimated by the Contractor for job overhead costs divided by the total number of calendar days allowed in the original Job Order based on the completion date.

ARTICLE 29 SUSPENSION OF WORK

A. The HISD General Manager may order the Contractor, in writing, to suspend, delay, or interrupt all or any part of the Work for the period of time that the HISD General Manager determines appropriate for the convenience of HISD.

B. If the performance of all or any part of the Work is, for an unreasonable period of time, suspended, delayed, or interrupted by an act of the HISD General Manager in the administration of a Job Order, or by the HISD General Manager’s failure to act within the time specified in the Job Order (or within a reasonable time if not specified) then, at the sole option of HISD, an adjustment may be made for any increase in the cost of performance of the Job Order necessarily caused by the unreasonable suspension, delay, or interruption, and the Job Order may be modified in writing accordingly, However, no adjustment shall be made under this clause for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the Contractor, or for which an equitable adjustment is provided for or excluded under any other term or condition of this Contract or the Job Order.

C. A claim under this Article shall not be allowed for any costs incurred more than twenty (20) calendar days before the Contractor shall have notified the HISD Issuing Authority in writing of the act or failure to act involved (but this requirement shall not apply as to a claim resulting from a suspension order), and unless the claim, in an amount stated, is asserted in writing as soon as practicable after the termination of such suspension, delay, or interruption, but not later than 10 days prior to the date of final payment under the Job Order.


Revised 10/30/2014

ARTICLE 30 DISPUTES

Any dispute concerning a question of fact arising under this Contract or a Job Order which is not disposed of by agreement will be decided by the HISD General Manager, who will reduce his decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the HISD General Manager will be final unless, within thirty (30) calendar days from the date of receipt of such copy, the Contractor mails or otherwise furnishes to the HISD Issuing Authority a written appeal addressed to the HISD General Manager. The HISD Senior Project Executive will hear the Contractor’s appeal and make a final decision. In connection with any appeal proceeding under this Article, the Contractor will be afforded an opportunity to be heard and to offer evidence in support of his appeal. The decision of the HISD General Manager will be final and conclusive with respect to the Contractor’s administrative remedies under this Article. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of Work in accordance with the HISD General Manager’s decision. This Article does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Contract, however, shall be construed as making final the decision of any administrative official, representative, or committee on a question of law.

ARTICLE 31 TERMINATION FOR CONVENIENCE OF HISD

A. Notwithstanding anything in Article 32 or any other Article herein to the contrary, HISD may, at any time with two days notice to the Contractor, terminate this Contract, or a Job Order, or part of a Job Order, issued pursuant to this Contract for HISD’s convenience and without cause.

B. Upon receipt of written notice from the HISD Project Manager of termination pursuant to this Article, the Contractor shall:

1. Cease operations as directed by HISD in the notice; 2. Take actions necessary, or that HISD may direct, for the protection and preservation of the Work; and 3. Except for Work directed to be continued under a Job Order or to be performed prior to the effective date of

termination stated in the notice, terminate all existing subcontracts and Job Orders and enter into no further subcontracts and Job Orders.

C. In case of such termination for HISD’s convenience under this Article, the Contractor shall be entitled to receive payment for the Work executed, along with reasonable overhead and profit as determined by HISD on the Work executed. The Contractor shall not be paid on account of loss of anticipated profits or revenue for Work not executed, or other economic loss arising out of or resulting from such termination.

ARTICLE 32 DEFAULT

A. If the Contractor refuses or fails to prosecute the Work under a Job Order, or any separable part, with the diligence that will ensure its completion by the Completion Date, including any extension, or fails to complete the Work within this time, HISD may, by written notice to the Contractor, terminate the right to proceed with the Work under the Job Order (or separable part of the Work) that has been delayed. In this event, HISD may take over the Work and complete it by contract or otherwise and may take possession of and use any materials, appliances, and plant on the Work site necessary for completing the Work. The Contractor shall be liable for any damage to HISD resulting from the Contractor’s refusal or failure to complete the Work within the specified time, whether or not the Contractor’s right to proceed with the Work is terminated. This liability includes any increased costs incurred by HISD in completing the Work, but does not include indirect, consequential or special damages. If the unpaid balance of any Job Order subject to termination under this Article exceeds the costs of finishing the Work in the Job Order, including compensation for Architect’s services and expenses made necessary thereby, and other damages incurred by HISD and not expressly waived, such excess shall be paid to the Contractor. The amount to be paid the Contractor or HISD, as the case may be, shall be certified by the HISD Issuing Authority and/or the Resident Architect/Engineer, if applicable, upon application, and this obligation for payment shall survive the termination of this Contract.

B. The Contractor’s right to proceed shall not be terminated nor the Contractor charged with damages under this Article or Article 18 of this Contract, if:


Revised 10/30/2014

1. The delay in completing the Work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include:

a. acts of God or of the public enemy; b. acts of another Contractor in performance of a contract with HISD; c. fires; d. floods; e. epidemics; f. quarantine restrictions; g. strikes; h. freight embargoes; or

i. unusually severe weather (The basis used to define normal weather will be data showing high and low temperatures, precipitation, and number of days of severe weather in the Harris County area for the previous ten (10) years, as compiled by the United States Department of Commerce Nation Weather Service.), and

2. The Contractor, within five (5) calendar days from the beginning of any such delay (unless extended by the HISD Issuing Authority), notifies the HISD Issuing Authority in writing of the causes of delay. The HISD Issuing Authority shall ascertain the facts and the extent of delay. If, in the judgment of the HISD Issuing Authority, the findings of fact warrant such action, the time for completing the Work shall be extended. The findings of the HISD Issuing Authority shall be final and conclusive on the parties, but subject to appeal under Article 30.

C. If, after termination of the Contractor’s right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of HISD.

D. If the unpaid balance of any Job Order subject to termination under this Article exceeds the costs of finishing the Work in the Job Order, including compensation for Architect’s services and expenses made necessary thereby, and other damages incurred by HISD and not expressly waived, such excess shall be paid to the Contractor.

E. The rights and remedies of HISD in this Article are in addition to any other rights and remedies provided by law or under this Contract.


ARTICLE 33 SAFETY/HAZARDOUS MATERIALS

A. The Contractor shall be responsible for compliance with all safety rules and regulations of the Federal Occupational Safety and Health Act and those of HISD and all applicable Federal, State and local laws, ordinances, and regulations during the performance of this Work.

B. Contractor shall furnish and enforce the use of individual protective equipment as needed to complete the Work, including hard hats, rain gear, protective foot wear, protective clothing and gloves, eye protection, ear protection, respirators, safety belts, safety harnesses, safety lifelines and lanyards, and high visibility reflective safety vests.

C. Contractor shall provide his employees safety training to include special training prior to Working with hazardous materials or operations.


Revised 10/30/2014

D. Contractor shall provide, at the Contractor’s expense, warning signs, barricades, and verbal warnings as required.

E. Contractor shall inform its employees of emergency procedures to be adhered to in case of a fire, medical emergency, or any other life-threatening catastrophes.

F. The Contractor shall promptly notify the HISD Issuing Authority of any accident involving personnel or damage to material and equipment. Copies of the “First Report of Injury (E-1 form)” and accident investigation reports of accidents as required, shall be provided to the HISD Issuing Authority.

G. The Contractor shall hold weekly safety meetings for all foremen, craft supervisors and Workmen and maintain a written report of all such meetings. Copies of these written reports shall be made available to HISD when requested.

H. The Contractor shall perform daily job site inspections. A report of the Contractor’s findings and observations, as well as corrective measures taken where required, shall be prepared and made available to HISD when requested.

I. The Contractor shall maintain a set of OSHA articles at the job site as they apply to the Work being performed. Copies shall be provided to HISD when requested.

J. The Contractor shall submit to HISD a copy of its standard safety policies and program procedures which establish the safety rules and regulations as they are to be applied to performance of the Work. These documents shall be submitted by the Contractor within 14 calendar days after award of this Contract.

K. The Contractor shall assign, during performance of the Work, a designated safety representative (in writing) to develop and monitor the Project safety program. The name, company address, and telephone number of the assigned individual shall be submitted to HISD by the Contractor along with their safety policies and program procedures.

L. The Contractor shall provide and maintain on the job site, at all times, a completely stocked first aid kit which contains all emergency medical supplies as currently recommended by the American Red Cross.

M. The Contractor shall make available for its employees and those of its Subcontractors, while they are performing Work on the job site, emergency medical treatment either at the job site or at a nearby medical facility.

N. HISD reserves the right to approve prior to commencing Work and monitor the Contractor’s safety policies and program procedures as applied during performance of the Work. Failure to comply with safety policies and program procedures, once approved by HISD shall be just cause for the complete termination of this Contract in accordance with Article 32.

O. The Contractor shall comply with all requirements of Texas Government Code Section 2166.303, Texas Health and Safety Code, Subchapter C, Section 756.021, et. seq. and Occupational Safety and Health Administration Standard 29 CFR, part 1926, Subpart P-Excavations, dated October 31, 1989, (as may be amended from time to time), and shall provide a copy of tables, charts, diagrams, drawings or tabulated data applicable to the manufacturer’s equipment to the HISD Issuing Authority prior to the commencement of any trenching operations that will be more than five (5) feet in depth.

P. HAZARDOUS MATERIALS. Contractor is responsible for reviewing all Asbestos Hazard Emergency Act Management Plans on file with HISD and for obtaining sign-off from HISD prior to commencing the Work utilizing HISD’s approved form. Contractor agrees that it shall not transport to, use, generate, dispose of, or install at the Project site any Hazardous Substance (defined in Paragraph 33 U), except in accordance with applicable Environmental Laws. Further, in performing the Work, Contractor shall not cause any release of Hazardous Substances into, or contamination of, the environment, including the soil, the atmosphere, any water course or ground water, except in accordance with applicable Environmental Laws (as hereafter defined at Paragraph 33 U). In the event contractor wishes to conduct any inspection or testing at the Project, it shall ensure that HISD is properly notified, as well as any landlord in the event HISD is leasing the Project premises.

Q. In the event Contractor engages in any of the activities prohibited in Paragraph 33 P, to the fullest extent


Revised 10/30/2014

permitted by law, Contractor hereby indemnifies and holds HISD, Architect, and all of their respective offices, agents, and employees harmless from and against any and all claims, damages, losses, causes of action, suits and liabilities of every kind, including, but not limited to, expenses of litigation, court costs, punitive damages and attorney fees, arising out of, incidental to or resulting from the activities prohibited in this Article 33.

R. In the event the Contractor encounters on the Project site any Hazardous Substance, or what Contractor may reasonably believe to be a Hazardous Substance, and which is being introduced to the Work, or exists on the Project site, in a manner violative of any applicable Environmental Laws, Contractor shall immediately stop Work in the area affected and report the condition to HISD and Architect in writing. The Work in the affected area shall not thereafter be resumed except by written authorization of HISD, if in fact a Hazardous Substance has been encountered and has not been rendered harmless. Contractor shall be responsible for the consequences of any failure to stop work under this Paragraph R.

S. In the event Contractor fails to stop the Work upon encountering a Hazardous Substance at the Project site, to the fullest extent permitted by law, Contractor hereby indemnifies and holds HISD, Architect, and all of their respective offices, agents and employees harmless from and against any and all claims, damages, losses, causes of action, suits, and liabilities of every kind, including, but not limited to, expenses of litigation, court costs, punitive damages and attorney fees, arising out of, incidental to or resulting from Contractor’s failure to stop the Work.

T. HISD and Contractor may enter into a separate agreement and/or Change Order for Contractor to remediate and/or render harmless the Hazardous Substance, but Contractor shall not be required to remediate and/or render harmless the Hazardous Substance absent such agreement. Contractor shall not be required to resume work in any area affected by the hazardous Substance until such time as the Hazardous Substance has been remediated and/or rendered harmless.

U. For purposes of this Agreement, the term “Hazardous Substance” shall mean and include any element, constituent, chemical, substance, compound, or mixture, which are defined as a hazardous substance by any local, state or federal law, rule, ordinance, by-law, or regulation pertaining to environmental regulation, contamination, clean-up or disclosure, including, without limitation, the Comprehensive environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), the Resource Conservation and Recovery Act (“RCRA”), the Toxic Substances Control Act (“TSCA”), the Clean Water Act (“CWA”), the Clean Air Act (“CAA”), the Marine Protection Research and Sanctuaries Act (“MPRSA”), the Occupational Safety and Health Act (“OSHA”), the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), or other state superlien or environmental clean-up or disclosure statutes including all state and local counterparts of such laws (all such laws, rules and regulations being referred to collectively as “Environmental Laws”). It is the Contractor’s responsibility to comply with this Article 33 based on the law in effect at the time its services are rendered and to comply with any amendments to those laws for all services rendered after the effective date of any such amendments.

V. In those instances in which the presence of a Hazardous Substance was set forth in the AHERA documents or in which Contractor has other written notice of such through information given to Contractor by HISD or its representative prior to execution of this Contract, Contractor shall not be entitled to a Claim for any delays, disruption or interference it encounters. In those instances of Work stoppage due to the existence of such Hazardous Substances which were not set forth in the AHERA plans and of which Contractor has no other prior notice, Contractor may be entitled to a Claim for delay or Work stoppage if the requirements of Article 30 are met.

W. The Contractor shall indemnify HISD for the cost and expense HISD incurs (1) for remediation of a material or substance the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Paragraph 33 P, except to the extent that the cost and expense are due to HISD’s fault or negligence.

ARTICLE 34 USE AND POSSESSION PRIOR TO COMPLETION

A. HISD shall have the right to take possession of or use any completed or partially completed part of the Work. Before


Revised 10/30/2014

taking possession of or using any Work, the HISD Issuing Authority shall furnish the Contractor a list of items of Work remaining to be performed or corrected on those portions of the Work that HISD intends to take possession of or use. However, failure of the HISD Issuing Authority to list any item of Work shall not relieve the Contractor of responsibility for complying with the terms of this Contract. HISD’s possession or use shall not be deemed an acceptance of any Work under this Contract.

B. While HISD has such possession or use, the Contractor shall be relieved of the responsibility for the loss of or damage to the Work resulting from HISD’s possession or use, notwithstanding the terms of the Article in this Contract entitled “Permits and Responsibilities”. If prior possession or use by HISD delays the progress of the Work or causes additional expense to the Contractor, an equitable adjustment may be made in the Job Order price or the time of completion, and the Job Order may be modified in writing accordingly.

ARTICLE 35 NON-PREPRICED ITEMS OF WORK

A. Where a specific item or type of Work is not covered in the Unit Price Book (UPB), the UPB may be utilized to determine prices for the item or type of Work based on a comparison of form, fit and function to those specified in the UPB. HISD will use the UPB as a reference to make a determination of prices for such items prior to using the non-prepriced (NPP) procedures contained in Paragraph B of this Article.

B. For modifications including pricing of any item(s) which cannot be determined by the Unit Price Book, the Contractor shall furnish, unless otherwise directed, a breakdown in sufficient detail to permit an analysis of all material, labor, equipment, subcontract, and overhead costs, as well as profit and bonds, and shall cover all Work involved in the modification, whether such Work was deleted, added or changed. Any amount claimed for Subcontractors or material suppliers shall require bona-fide price quotations from at least three (3) sources for materials and equipment and a similar cost breakdown, which shall show Subcontractors/suppliers by prime, and others for the direct labor cost required per unit of the item, and an estimate and explanation of overhead applicable to the line item. The HISD Issuing Authority may accept fewer than three (3) quotes for NPP products and/or services if this requirement is not feasible. All costs claimed are subject to negotiation. All non-prepriced items will be priced at cost plus profit and bonds.

C. Frequently used Non-prepriced items may be added to the unit price book data base at the discretion of the HISD General Manager. Hard copies of original quotes and summary Work sheets must be on file with the HISD Issuing Authority before NPP items are added to UPB database.

ARTICLE 36 OTHER CONTRACTS

HISD reserves the right to perform other construction Work, maintenance and repair Work and school program operations or award other contracts for additional Work at or near the site of Work during the time period of this Contract. The Contractor shall fully cooperate with the other contractors and with HISD employees and shall carefully adapt scheduling and performing the Work under this Contract to accommodate the additional Work, heeding any direction that may be provided by the HISD Issuing Authority. The Contractor shall not commit or permit any act that will interfere with the performance of Work by any other contractor or by HISD employees.

ARTICLE 37 COMPOSITION OF CONTRACTOR

If the Contractor hereunder is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.

ARTICLE 38 PATENT AND COPYRIGHT INDEMNITY


Revised 10/30/2014

Except as otherwise provided, the Contractor agrees to indemnify HISD and its officers, agents, and employees against liability, including attorney fees, costs and expenses, for infringement upon any Letters Patent of the United States or copyright infringements arising out of the performance of this Contract or out of the use or disposal by or for the account of HISD of supplies furnished or construction Work performed hereunder.

ARTICLE 39 BUSINESS ETHICS

During the course of pursuing contracts, and the course of Contract performance, Contractor and its Subcontractors and vendors will maintain business ethics standards aimed at avoiding real or apparent impropriety or conflicts of interest. No substantial gifts, entertainment, payments, loans or other considerations beyond that which would be collectively categorized as incidental shall be made to any Officials or personnel of HISD, its Construction Managers, or its Architects, or to family members of any of them. At any time Contractor believes there may have been a violation of this obligation, Contractor shall notify HISD of the possible violation. HISD is entitled to request a representation letter from Contractor, its Subcontractors or vendors at any time to disclose all things of value passing from Contractor, its Subcontractors or vendors to HISD’s personnel, its Construction Managers and its Architects.

A. The right of the Contractor to proceed may be terminated by written notice if the HISD General Manager, or a designee, determines that the Contractor, its agent, or another representative offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of HISD.

B. If this Contract is terminated under Paragraph A above, HISD is entitled to pursue the same remedies as in a breach of this Contract.

C. The rights and remedies of HISD provided in this Article shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

ARTICLE 40 OFFICIALS NOT TO BENEFIT

A. No member, officer, or employee of HISD, or of another local public body having jurisdiction over HISD, shall, during his tenure or for one year thereafter, have any interest, direct or indirect, in this Contract, company, or the proceeds thereof.

B. The Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the Work required under this Contract. In the event any question of possible conflict should arise, the determination of HISD shall be controlling. The Contractor further covenants that in the performance of this Contract no person having any such interest shall be employed or subcontracted by the Contractor.

ARTICLE 41 DISSEMINATION OF CONTRACT INFORMATION

The Contractor shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to performance of this Contract, without prior written consent of the HISD General Manager. (Two (2) copies of any material proposed to be published or distributed shall be submitted to the HISD General Manager.)

ARTICLE 42 AGENT TO ACCEPT SERVICE

The Contractor shall maintain within Harris County, Texas, a duly authorized agent to accept service of legal process on its behalf, and shall keep HISD advised of such agent’s name and address during the duration of this Contract, and for three (3)


Revised 10/30/2014

years after final payment or as long as the Contractor has warranty obligations under Article 25, whichever period terminates later.

ARTICLE 43 PERFORMANCE AND PAYMENT BONDS

A. The Contractor shall provide a Payment Bond and a Performance Bond, if required by law or HISD, based on the amount or estimated amount of any order as set out in a Job Order, said bond(s) covering payment of obligations arising thereunder and the faithful performance of the Job Order, respectively. The Performance Bond and Payment Bond(s) must be submitted to the HISD Issuing Authority within five (5) business days after receipt of a copy of the Job Order, or determination of cost of the Job Order, whichever is later. No Work under a Job Order may be commenced before the Performance Bond and Payment Bond, if required by law or by HISD, are executed, provided to, and approved by HISD. Surety companies must be authorized to write surety bonds in Texas and any such surety bond must comply with the requirements of Article 7.19-1, Texas Insurance Code.

B. All bonds shall be originals. The Contractor shall require the attorney-in-fact who executes the required Bonds on behalf of the Surety to affix thereto a certified and current copy of the power-of-attorney. The name, address, and telephone number of a contact person for the Bonding Company shall be provided.

C. The Bonds shall be provided to comply with the terms and provisions of Chapter 2253 of the Texas Government Code and Texas Education Code Subsection 44.041(g) and any other applicable law. Bonds shall be signed by an agent resident in the State of Texas and the date of bond shall be the date of issuance of the Job Order.

ARTICLE 44 ADDITIONAL BOND SECURITY

The Contractor shall promptly furnish additional security required to protect HISD and persons supplying labor or materials under this Contract if:

1. Any surety upon any bond furnished with this Contract becomes unacceptable to HISD.

2. Any surety fails to furnish reports on its financial condition as required by HISD, or

3. The Job Order price is increased so that the penal sum of any bond becomes inadequate in the opinion of the HISD Project Manager.

ARTICLE 45 CONTRACTOR’S INSURANCE

A. The Contractor shall purchase and maintain in effect during the entire period of this Contract, including any maintenance period thereof, insurance of the types and with minimum limits of liability as stated below. Such insurance shall protect Contractor from claims which may arise out of or result from Contractor’s operations whether such operations are performed by Contractor or by any Subcontractor or by anyone for whose acts any of them may be liable.

1. WORKERS’ COMPENSATION. A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory Workers’ compensation insurance coverage for the person’s or entity’s employees providing services on a Project is required for the duration of the Project.

Duration of the Project includes the time from the beginning of the Work on the Project until the Contractor’s/person’s Work on the Project has been completed and accepted by all governmental entities.

Persons providing services on the Project (“Subcontractor” in Texas Labor Code 406.096) include all persons or entities performing all or part of the services the Contractor has undertaken to perform on the Project, regardless of whether that person has employees. This includes, without limitation, independent contractors,


Revised 10/30/2014

Subcontractors, leasing companies, motor carriers, HISDs-operators, employees of any such entity, or employees of any entity that furnishes persons to provide services on the Project.

Services include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a Project. Services do not include activities unrelated to the Project such as food/beverage vendors and office supply deliveries.

The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas labor Code 401.011 (44) for all employees of the Contractor for the duration of the Project.

The Contractor must provide a certificate of coverage to HISD prior to being awarded this Contract.

If the coverage period shown on the Contractor’s current certificate of coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new certificate of coverage with HISD showing that coverage has been extended.

The Contractor shall obtain from each person providing services on a Project, and provide to HISD:

a. A certificate of coverage, prior to that person beginning Work on the Project, so HISD will have on file, certificates of coverage showing coverage for all persons providing services on the Project; and

b. No later than seven (7) days after receipt by the Contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project.

The Contractor shall retain all required certificates of coverage for the duration of the Project and for one year thereafter.

The Contractor shall notify HISD in writing by certified mail or personal delivery within ten days after the Contractor knew or should have known, of any change that materially affects the provision of coverage or any person providing services on the Project.

The Contractor shall post on each Project site a notice, in the text form, and manner prescribed by the Texas Workers’ Compensation Commission, informing all persons providing services on the Project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage.

The Contractor shall contractually require each person with whom it contracts to provide services on a Project to:

a. Provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code 401.011 (44) for all of its employees providing services on the Project for the duration of the Project;

b. Provide to the Contractor, prior to that person beginning Work on the Project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the Project for the duration of the Project.

c. Provide to the Contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the Project.


Revised 10/30/2014

d. Obtain from each other person with whom it contracts, and provide to the Contractor:

1) A certificate of coverage, prior to the other person beginning Work on the Project; and

2) A new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the Project.

e. Retain all required certificates of coverage on file for the duration of the Project and for one year thereafter;

f. Notify the governmental entity in writing by certified mail or personal delivery, within ten (10) days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the Project; and

g. Contractually require each person with whom it contracts to perform as required by items a-f above, with the certificates of coverage to be provided to the person for whom they are providing services.

By signing this Contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to HISD that all employees of the Contractor who will provide services on the Project will be covered by Workers’ compensation coverage for the duration of the Project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission’s Division of Self-Insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, civil penalties, or other civil actions.

The Contractor’s failure to comply with any of these provisions is a breach of Contract by the

Contractor that entitles HISD to declare this Contract void if the Contractor does not remedy the breach

within ten (10) days after receipt of notice of breach from HISD.

The coverage requirement recited above does not apply to sole proprietors, partners, and corporate officers who are excluded from coverage in an insurance policy or certificate of authority to self-insure that is delivered, issued for delivery, or renewed on or after January 1, 1996. 28 TAC 110.110(i)

2. EMPLOYER’S LIABILITY:

Type of Coverage Minimum Limits

1. Workers’ Compensation Statutory and Employer’s Liability $100,000 per accident

2. Automobile Liability: Bodily Injury & Property Damage $1,000,000 Combined Single Limit For all owned, non-owned vehicles and hired vehicles.

3. Commercial General Liability $1,000,000 Combined Single Limit

B. The Supplier shall submit evidence with the proposal and again at the time of any execution of the contract/agreement that it


Revised 10/30/2014

has in full force and effect all insurance requirements listed above. The Supplier shall maintain such insurance in full force and effect throughout the duration of the Agreement. In the event that it is not commercially feasible to maintain insurance during the period required by the Agreement, Supplier shall supply HISD with equivalent assurance to the required insurance, acceptable to HISD. C. HISD shall be named as an additional insured on the automobile and commercial general liability policy. HISD shall be named as an alternate employer on the workers’ compensation policy. A waiver of subrogation shall be issued in favor of HISD in the workers’ compensation, automobile and commercial general liability policies. The Supplier shall provide HISD with original certificates of insurance, acceptable to HISD. Insofar as allowed by law, such certificates shall indicate an agreement by each carrier not to cancel or significantly diminish coverage without a minimum of thirty (30) days prior written notice to HISD. In the event there is a deductible on any policy, the Supplier may be asked to provide evidence to the satisfaction of HISD that it is able to satisfy the deductible. D. Notice regarding insurance and cancellation or changes should be mailed to:

General Manager, Procurement Services Houston Independent School District Procurement Services 4400 West 18th Street Houston, Texas 77092

E. HISD reserves the right to require additional insurance coverage to be carried by the Supplier as deemed desirable by HISD, depending on the type of project.

ARTICLE 46

INDEMNIFICATION

CONTRACTOR AGREES TO INDEMNIFY, SAVE, PROTECT, DEFEND, AND HOLD HARMLESS HISD, ARCHITECT, HISD CONSTRUCTION MANAGER, PROJECT MANAGER AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, TRUSTEES, AGENTS, BOARD MEMBERS, CONSULTANTS, VOLUNTEERS, INVITEES AND EMPLOYEES (“INDEMNIFIED PARTIES”) FROM AND AGAINST ANY AND ALL LIABILITY, COST, DAMAGE, EXPENSES, FINES AND ALL REASONABLE LEGAL FEES AND COURT COSTS, CLAIMS, LOSSES, CAUSES OF ACTION, SUITS, AND LIABILITY OF ANY KIND, INCLUDING ALL EXPENSES OF LITIGATION AGAINST THE INDEMNIFIED PARTIES, WHETHER OR NOT CAUSED


IN PART BY ANY ACT OR OMMISSION OF A PERSON OR ENTITY INDEMNIFIED HEREUNDER, ARISING FROM OR OUT OF THE CONTRACTOR’S ACTS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO CONTRACTOR’S NEGLIGENT OR GROSSLY NEGLIGENT PERFORMANCE OF THE WORK; NEGLIGENT OR GROSSLY NEGLIGENT USE OR MISUSE OF HISD’S PROPERTY; NEGLIGENT OR INTENTIONAL ACTIONS, ERRORS OR OMISSIONS AND THOSE OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR SUBCONTRACTORS;


Revised 10/30/2014

CONTRACTOR’S OR ITS SUBCONTRACTOR’S USE OF PROPERTY, EQUIPMENT, VEHICLES, OR MATERIALS; DEFECTIVE WORKMANSHIP; NEGLIGENT OR GROSSLY NEGLIGENT USE OR MISUSE OF UTILITIES; OR SUBCONTRACTORS’, EMPLOYEES’, AGENTS’, OFFICERS’, OR DIRECTORS’ NEGLIGENCE OR INTENTIONAL TORTS. IT IS THE EXPRESSED INTENT OF CONTRACTOR TO INDEMNIFY OWNER FROM THE CONSEQUENCES OF HISD’S JOINT AND/OR CONCURRENT NEGLIGENCE BUT NOT HISD’S SOLE NEGLIGENCE. THIS INDEMNIFICATION SHALL NOT BE LIMITED TO DAMAGES, COMPENSATION OR BENEFITS PAYABLE UNDER INSURANCE POLICIES, WORKERS’ COMPENSATION ACTS, DISABILITY BENEFIT ACTS OR OTHER EMPLOYEE BENEFIT ACTS.

All obligations as set forth in this Article 46 shall survive completion of or the termination of this Contract.

It is agreed with respect to any legal limitations now or hereafter in effect and affecting the validity or enforceability of the indemnification obligation, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect.

ARTICLE 47 WAGE RATES

In compliance with the laws of Texas relating to Labor, the Contractor and each Subcontractor shall pay to all laborers, Workmen and mechanics employed by them in execution of this contract not less than the rates of pay determined to be the prevailing wages in the area of the construction site in the State of Texas for each craft or type of Workman, mechanic and apprentice required to execute this Contract. The prevailing rates of wages shall be paid on the Project in conformity with the laws of the State of Texas including but not limited to Tex. Gov’t Code, Chapter 2258. See Attachment G for current labor rates for this Contract.

ARTICLE 48 CLEAN AIR AND WATER

Contractor agrees to comply with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (42 USC 1857 (h), Section 508 of the Clean Water Act (33 USC 1368), Executive Order 11838, and Environmental Protection Agency regulations (40 CFR, Part 15) which prohibit the use under nonexempt Federal Contracts, grants or loans, of facilities included on the EPA List for Violating Facilities. The use of materials which have been identified by governmental agencies as being hazardous or creating potentially hazardous conditions will not be allowed on any Project. Specifically, products containing lead, asbestos, polychlorinated biphenyl (PCB) are prohibited. The Contractor shall assume a strict and cautious position in responding to reports of other materials which may be identified as hazardous during the construction period.

SAMPLE CONTRACT ONLY If any material originally specified or approved for use in the Work should become listed as suspected or verified, the Contractor shall immediately notify HISD and initiate efforts to postpone the installation until the matter can be investigated.


Revised 10/30/2014

Close-out documents require affidavits from the Contractor as well as each Subcontractor attesting to the fact that no products as prohibited for use in public facilities have been incorporated into the Work. Additionally, all requirements of laws and ordinances concerning “right to know” of the general public, as well as Workmen who perform Work on the Project shall be adhered to by all parties and shall be so specified.

ARTICLE 49 AVAILABILITY OF RECORDS AND INSPECTION

A. The Contractor shall maintain and the HISD Issuing Authority or representatives of the HISD Issuing Authority shall

have the right to examine Contractor’s records, which shall include but not be limited to accounting records (hard copy, as well as computer readable data); written policies and procedures; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, etc.); original estimates; estimating Worksheets; correspondence; back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned; insurance rebates and dividends; and any other supporting evidence deemed necessary by the HISD to substantiate charges or claims related to any matters related to this Contract (including interviews with Contractor’s personnel and Subcontractor’s personnel). All such records and documents shall be open to inspection and subject to audit and/or reproduction by HISD’s agent or its authorized representative to the extent necessary to adequately permit evaluation and verification of (a) Contractor compliance with Contract requirements, (b) compliance with HISD’s business ethics policies, and (c) compliance with provisions for pricing or claims submitted by the Contractor or any of its payees. This right of examination shall include inspection at all reasonable times of the Contractor’s plants and/or offices, or parts of them, engaged in performing this Contract and whatever applicable records are maintained.

B. The HISD or its designee shall be afforded access to all of the Contractor’s records pursuant to the provisions of this

Article throughout the term of this Contract and for a period of three years after final payment, or longer if required by law.

C. Records pertaining to appeals under the Article 30 or to litigation or the settlement of claim arising under or relating to

the performance of this Contract shall be made available until disposition of such appeals, litigation, or claims. D. The Contractor shall insert an article containing all the provisions of this Article, in all subcontracts under this Contract,

altering the Article only as necessary to identify properly this Contracting parties and this Contracting office under HISD’s prime contract.

ARTICLE 50

ADMINISTRATIVE CONTROL OF CORRESPONDENCE

Correspondence, transmittal letters, etc., issued by each party to this Contract will be sequentially numbered, or as otherwise directed by HISD, for ease of control and cross reference. Each document will also refer to this Contract number and Job Order number. The correspondence shall be addressed to the appropriate HISD representative set forth elsewhere in this Contract. Should it be addressed to someone other than the HISD Issuing Authority a copy shall be provided to the HISD Issuing Authority.

ARTICLE 51 CONTRACT ORDER OF PRECEDENCE

In the event of an inconsistency between provisions of this Contract, the inconsistency shall be resolved by giving precedence in the following order: 1. This Contract;

2. Attachment “J”, Re: MWBE Commitments;


Revised 10/30/2014

3. Job Orders; 4. Technical Specifications/Scope of Services; 5. Drawings; 6. HISD Standard Specifications; and (See Attachment “E”) 7. HISD RFP (See Attachment ”K”) 8. Contractor’s Proposal

ARTICLE 52

PROGRAM EXPANSION TO OTHER ENTITIES

NA


ARTICLE 53

REPORTING AND ADMINISTRATIVE FEE

NA

ARTICLE 54 NOTICES

All notices to either party by the other shall be delivered personally or sent by U.S. registered or certified mail, postage prepaid, addressed to such party at the following respective addresses for each: 1. HOUSTON INDEPENDENT SCHOOL DISTRICT OF HARRIS COUNTY, TEXAS 4400 West 18th Street Houston, Texas 77092 Attention: Gilberto Carles General Manager, Procurement Services

Contractor: XXXXXXXXXXXX XXXXXXXXXX XXXXXXXXXXX Attention: XXXXXXXXXXXXXX

Each notice shall be deemed given on the date so delivered or so deposited in the mail, unless otherwise provided herein. Either party hereto may change the above address by sending written notice of such change of address to the other in the manner provided for above.


Revised 10/30/2014


ARTICLE 55

SEVERABILITY

If any provision of this Contract, or the application thereof to any person or circumstances is rendered or declared illegal for any reason or shall be invalid or unenforceable, the remainder of this Contract and the application of such provision to other persons or circumstances shall not be affected thereby but shall be enforced to the greatest extent permitted by applicable law. The parties agree to negotiate in good faith for a proper amendment to this Contract in the event any provision hereof is declared illegal, invalid, or unenforceable.

ARTICLE 56 WAIVER

A. Neither HISD’s review, approval or acceptance of, nor payment for, the Work required under this Contract shall be

construed to operate as a waiver of any rights under this Contract, or of any cause of action arising out of the performance of this Contract, and the Contractor shall be and remain liable to HISD in accordance with applicable law and the terms of this Contract for any damages to HISD caused by the Contractor’s negligent acts, errors or omissions in the performance of any of the Services furnished under this Contract.

B. The waiver by HISD of any breach of any term, covenant, condition, or agreement herein contained shall not be deemed to be a waiver of any subsequent breach of the same, or of a breach of any other term, covenant, condition, or agreement herein contained.

C. No Waiver of Immunity. HISD does not waive or relinquish any immunity or defense on behalf of itself and its trustees, officers, employees, and agents as a result of their execution of this Contract and performance of the functions or obligations described herein. Nothing herein shall be construed as creating any personal liability on the part of any officer, director, employee or representative of HISD.

D. Nothing in this Contract shall be construed to create a claim or cause of action against HISD for which it is not otherwise liable, nor to waive any immunity or defense to which HISD may be entitled, nor to create an impermissible deficiency debt of HISD.

E. Notwithstanding anything herein to the contrary, neither the execution of this Contract by HISD nor any other conduct of any representative of HISD relating to the Contract shall be considered a waiver of sovereign immunity to suit beyond what is provided for by Section 271.152 of the Texas Local Government Code.

ARTICLE 57


Revised 10/30/2014

MISCELLANEOUS

During the performance of this Contract, the Contractor agrees as follows:

A. M/WBE Participation. Contractor, immediately after the execution of this Contract, shall report their M/WBE participation goal as a percent of the total compensation. During the performance of all services under this Contract, Contractor shall comply with all M/WBE policies of HISD as of the date of this Contract, and as amended during the course of the Work. The information shall be identified per firm, discipline and participation. Throughout the period of Work the Contractor shall attempt to maintain the M/WBE goals as described in the Request for Proposal, Attachment K, and referenced in Contractor’s letter, Attachment “J”.

B. The Contractor will not discriminate against any employee or applicant for employment because of race, color, sex, religion, national origin or age. The Contractor will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, sex, religion, national origin or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the requirements of these nondiscrimination provisions.

C. The Contractor will state, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will receive consideration for employment without regard to race, color, sex, religion, national origin or age.

D. By the signing of this Contract, the Contractor signifies that it does not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. Contractor further certifies that it will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it will not permit its employees to perform their services at any location, under its control, where segregated facilities are maintained. Contractor agrees that a breach of this certification is a violation of the Equal Opportunity Clause in this Contract. As used in this certification, the term “segregated facilities” means any waiting rooms, Work areas, rest rooms and wash rooms, restaurants and other eating areas, time clocks, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated on the basis of race, creed, color, or national origin, because of habit, local custom, or otherwise. Contractor further agrees that (except where it obtained identical certifications from proposed consultants for specific time period) it will obtain identical certification from proposed Subcontractors prior to the award of a contract exceeding $10,000.00 which are not exempt from the provisions of the Equal Opportunity Clause, that it will retain such certifications in its files; and that it will forward the following notice to such proposed Subcontractors (except where the proposed Subcontractors have submitted identical certifications for specific time periods):

“Notice to prospective Subcontractors of requirement for certification of non-segregated facilities”

A certification of non-segregated facilities, as required by the May 9, 1967 Order (32 F.R. 7439, May 19, 1967) on elimination of segregated facilities by the Secretary of Labor, must be submitted prior to the award of a contract exceeding $10,000.00 which is not exempt from the provisions of the Equal Opportunity Clause. The certification may be submitted either for each subcontract or for all subcontracts during a period (i.e., quarterly, semiannually, or annually).

“Note: The penalty for making false statements in offers is prescribed in 18 U.S.C.1001.”

E. Except as otherwise provided in this Contract, no action or failure to act by the HISD, Resident Architect/Engineer or Contractor shall constitute a waiver of a right or duty afforded them under this Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing.

F. Neither Contractor nor any of its materialmen, laborers or Subcontractors shall have any lien rights against the HISD’s lands, buildings or funds. No materialmen, laborers or Subcontractors of the Contractor shall have any enforceable


Revised 10/30/2014

rights against HISD on this Contract. Materialmen, laborers and Subcontractors of the Contractor may have rights under any Payment Bond provided by the Contractor, but cannot look to HISD for any help in enforcement of those rights.

G. Background Checks. Contractor shall require all employees and volunteers of Contractor and its Subcontractors who perform Work on site and who have contact with students to have passed a criminal history background check current within the last year. Additionally, Contractor shall comply with all other related requirements of State of Texas and federal laws and applicable regulations as such laws and regulations may exist throughout the terms of this Contract. Contractor shall furnish the results of such background checks to HISD upon request.

H. Business Certificates/Taxes. All individuals or, entities entering into a contract with HISD must adhere to the following applicable Texas laws as they pertain to their individual type of Ownership:

Corporations (domestic [formed under Texas law] or foreign [formed under laws of another state]) shall be properly registered with the Texas Secretary of State and the Comptroller of Public Accounts as required by TITLE 34, Part 1, Chapter 3, Subchapter V, Rule 3.546 of the Texas Administrative Code. A current “Certificate of Good Standing” from the Texas Comptroller of Public Accounts shall be made available upon request stating that the corporation charter is current and all Texas Franchise Reports and Taxes are paid.

Partnership and Joint Stock Companies, and Limited Liability Partnerships (domestic [formed under Texas law] or foreign [formed under laws of another state]) shall be, properly registered with the Texas Secretary of State in accordance with TITLE 105 – PARTNERTHIPS AND JOINT STOCK COMPANIES, CHAPTER ONE – PARTNERSHIPS, LIMITED PARTNERSHIPS, TEXAS REVISED LIMITED PARTNERSHIP ACT, Article 6132a-1, “Texas Revised Limited Partnership Act”. All partners in a partnership must file a “Certificate of Limited Partnership” with the Texas Secretary of State, which shall be made available for inspection upon request.

Contractor, whether Corporate, Partnership, or Sole HISD, must be current on its HISD Property Taxes. If commercial personal property is located in the jurisdiction, current renditions of these properties must be filed with the Chief Appraiser, as required by Chapter 22, Section 22.01, of the Texas “PROPERTY TAX CODE”, and Contractor must be current on all applicable ad valorem taxes owing to HISD.

I. Debarment and Suspensions. Contractor certifies, to the best of its knowledge and belief, that it is not presently debarred, suspended for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency.

Contractor agrees to comply with all applicable requirements of all federal laws, executive orders, regulations, applicable guidelines, and policies governing this program, particularly relating to nondiscrimination. These include by are not limited to : (i) Title VI of the Civil Rights Act of 1964, as amended; (ii) Title IX of the Education Amendments of 1972, as amended; (iii) Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975, as amended; and iv) the Americans with Disabilities Act, as amended.

ARTICLE 58

MERGER

This Contract sets forth the entire agreement between the parties with respect to the subject matter thereof, and supersedes and replaces all proposal, negotiations, representations, and implied obligations.

ARTICLE 59

INTERPRETATION, JURISDICTION AND VENUE

This Contract shall be construed and interpreted solely in accordance with the laws of the State of Texas. Venue of any suit, right or cause of action arising under or in connection with this Contract shall lie exclusively in a state court of competent jurisdiction in Harris County, Texas.

ARTICLE 60


Revised 10/30/2014

CONTRACTOR’S QUALIFICATIONS AND TECHNICAL PROPOSAL

The proposal submitted by the Contractor shall be included as Contract Attachment “I” and be considered part of this Contract documents. The Contractor will be expected to perform within the parameters of statements and claims presented in the proposal submission. Should any conflict between documents become apparent, the most stringent requirements applicable to Contractor will apply. In the event of any conflict between any provisions and terms of Attachment I and this Contract, the provisions and terms of this Contract shall control.

ARTICLE 61 ATTACHMENTS

The Attachments referred to in this Contract and attached hereto are incorporated herein for all purposes as if set forth

at length.

ARTICLE 62

ENGINEERING AND ARCHITECTURAL SERVICES

For any Job Order, HISD shall always have the option, at any time before or during the course of the Work, to name its Resident Architect/Engineer as the supervising architect(s) and/or engineer(s) for the Job Order, either in the Job Order or in another writing issued by HISD. If no Resident Architect/Engineer is designated in the Job Order or other writing issued by HISD for a job set out in a Job Order, then the Contractor shall provide all required architectural and engineering services as required by Texas Education Code Subsection 44.041(i), and all other laws related to architect and engineering services provided for school districts in applicable Texas Statues, which are incorporated herein for all purposes as if set forth at length.

ARTICLE 63

ATTORNEY FEES

In connection with HISD’s defense of any suit against it and/or HISD’s prosecution of any claim, counter claim or action to enforce any of its rights and/or claims hereunder, in which HISD prevails as to all or any portion of its defense(s), claims, counterclaims or actions, HISD shall be entitled to recover its actual attorney’s fees and expenses incurred in defending such suit and/or in prosecuting such clam or action.

ARTICLE 64 NO ASSIGNMENT

Contractor shall not assign, sublet or transfer this Contract without the written consent of HISD.

ARTICLE 65 MEDIATION

At the sole option of HISD, any claim, dispute or other matter in question arising out of or related to this Contract shall be subject to non-binding mediation as a condition precedent to the institution of legal or equitable proceedings by either party. The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in Houston, Texas.

ARTICLE 66 AUDIT


Revised 10/30/2014

Contractor’s records, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available) written policies and procedures; subcontract files (including bid recaps, original estimates; estimating Work sheets; correspondence; back-charge logs and supporting documentation and any other supporting documents deemed necessary by HISD to substantiate charges related to any matters related to this Contract (including interviews with Contractor’s personnel and Professional Consultant personnel) shall be open to inspection and subject to audit and/or reproduction by HISD’s agent or its authorized representative to the extent necessary to adequately permit evaluation and verification of Contractor’s compliance with Contract requirements, (b) compliance with HISD’s business ethics policies, and (c) compliance with provisions for pricing or claims submitted by the Contractor or any of its payees. HISD or its designee shall be afforded access to all of the Contractors records pursuant to the provisions of this Article throughout the term of this Contract and for a period of three years after final payment or longer if required by law.

ARTICLE 67 RELATIONSHIP OF PARTIES

It is understood and agreed that the Contractor is a separate legal entity from HISD and neither it, nor any employees, volunteers, or agents contracted by it shall be deemed for any purposes to be employees or agents of HISD. Contractor assumes full responsibility for the actions of its personnel and volunteers while performing any services incident to this Contract, and shall remain solely responsible for their supervision, daily direction and control, payment of salary (including withholding of income taxes and social security), Workers’ compensation, disability benefits and like requirements and obligations.

ARTICLE 68 NO WAIVER OF IMMUNITY

HISD does not waive or relinquish any immunity or defense on behalf of itself and its trustees, officers, employees, and agents as a result of their execution of this Contract and performance of the functions or obligations described herein. Nothing herein shall be construed as creating any personal liability on the part of any officer, director, employee or representative of HISD.

IN TESTIMONY OF WHICH, this instrument has been executed by and on behalf of the Contractor on the day of 2014, and has been executed by and on behalf of HISD the day of 2014.

XXXXXXXXXXXXXXXXXXXXXX HOUSTON INDEPENDENT SCHOOL DISTRICT _______________________ Date:______

____________________________ Date:______

Printed Name:______________________ Title:______________________________

Terry B. Grier, Ed.D. Superintendent of Schools

APPROVED AS TO FORM:

____________________________ Date:______


Revised 10/30/2014

Don Boehm Finance Attorney

APPROVED AS TO FUNDING AND BUSINESS TERMS:

____________________________ Date:______

Kenneth Huewitt, Chief Financial Officer


Revised 10/30/2014

ATTACHMENT “A”

CONTRACT PRICING/COEFFICIENTS The Contractor shall furnish all supervision, labor, materials, tools, supplies, equipment, transportation, bonds, insurance, including taxes, overhead & profit to perform all operations necessary and required for the Job Order Construction Contract in accordance with the terms and conditions of the proposed Contract, and as further specified in individual Job Orders. Contractor Name XXXXXXXXXX

TBD


Revised 10/30/2014

ATTACHMENT “B”

SCOPE OF SERVICES

1.0 GENERAL INFORMATION

This is a fixed unit price, indefinite quantity type contract for the performance of a broad range of minor construction, repair and maintenance Work on an as-needed basis as may be required by HISD. The specific Work requirements will be identified in Job Orders to be issued by HISD.

2.0 DOCUMENTS The following documents shall be used in the execution of Work under this Contract:

TBD 3.0 JOB ORDERS

Ordering Procedures: This paragraph describes the process that will be used to accomplish Work done under this JOC contract.

3.1 As Job Order packages are, at the option of HISD, ready to be issued, the Issuing Authority

will submit a Job Order request to the Contractor. This request will include as a minimum,

the following information: Project number, Project title, Issuing Authority Project manager,

District customer point of contact, location, description of Work and any special parameters

that may apply. On certain occasions, the Issuing Authority will provide the Contractor with

design documents from the architect or engineer. On other occasions, the Contractor will

be required to prepare the design documents. When design documents are not provided,

the Contractor will be responsible to convert the description into a Technical Proposal. The

Technical Proposal will consist of the detailed statement of Work, shop drawings, floor

plans, detail drawings, and other documents completed to the level of detail that is required

for successful completion of the Project.

3.2 Within one Working day of receipt of the request, unless otherwise instructed by HISD, the Contractor shall

schedule a site visit with the Issuing Authority Project manager or designated agent. The site visit will be conducted at a mutually agreed upon time, normally not later than three Working days from the time of notification.

3.3 During the site visit, the following will be accomplished:


Revised 10/30/2014

a. Pre-construction site inspection b. Review and validate the description of Work c. Develop draft of statement of Work d. Mark-up existing drawings to show required Work (when existing drawings are readily available) e. Discuss Project with end-user customer, ensure proposed Work meets their objectives and set Project

completion timelines f. Establish Contractor due date for the Technical Proposal (when required)

3.4 The Contractor will keep minutes of the site visit and provide a copy to the District within two Working days from

the completion of the site visit. 3.5 The Job Order Technical Proposal will be due from the Contractor as soon as possible, not later than two weeks

from the site visit, or as directed by the Issuing Authority. Time extensions may be granted under extenuating circumstances.

3.6 Once the Job Order Technical Proposal has been approved by HISD, the Contractor has three Working days (or

as approved by the District) to submit a detailed line item cost proposal to the Issuing Authority in a sealed envelope (the Issuing Authority will not open the envelope until they have completed their own cost estimate for purposes of comparison).

Note: On occasions when the Issuing Authority provides design documents with the Job Order request package, the Contractor will have one week from the site visit to submit the detailed cost calculation.

3.7 Once the cost calculation has been submitted, the Issuing Authority will schedule a time to review the Job Order price with the Contractor. The purpose of this review is to discuss any differences concerning the quantity or type of line items to be used. It is important to note that the prices of the line items, and the Contractor’s coefficient, will be fixed and not negotiable.

3.8 Once the Job Order is approved, the Issuing Authority will prepare a Job Order Contract sheet and will issue a

signed Job Order to the Contractor. The Job Order package will include, as a minimum, the following information: the dollar amount of the Job Order, the approved statement of Work, the approved Project drawings, the required completion date, and any special conditions that apply to the Project (such as exclusion periods, special Working hours, special coordination requirements, etc.).

3.9 In the event HISD does not issue a Job Order after receipt of Contractor’s proposal, HISD is not obligated to

reimburse the Contractor for any costs incurred in the preparation of the proposal. 4.0 SCHEDULING OF WORK

4.1 Unless specified otherwise in the Job Order, each Job Order will include a Notice to Proceed. The first day of performance under a Job Order shall be the effective date specified therein, or in a separate Notice to Proceed, if applicable. Any preliminary Work started or materials ordered or purchased before receipt of the Job Order, or Notice to Proceed shall be at the risk and expense of the Contractor. The Contractor shall diligently prosecute the Work to completion within the time set forth in the Job Order and the schedule determined pursuant to Article 18 of the Job Order Contract. The period of performance includes allowance for mobilization, holidays, weekend days, inclement weather, and cleanup. Therefore, claims for delay based on these elements will not be allowed. When the Contractor considers the Work complete and ready for its intended use, the Contractor shall request HISD to inspect the Work to determine the status of completion. When HISD determines the Work to be substantially complete, HISD 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. The Contractor shall proceed promptly to complete and correct items on the list.

4.2 Delivery of materials and equipment shall be made without interference to HISD operations and


Revised 10/30/2014

personnel.

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

replaced to its original location. If the furniture and portable office equipment cannot be replaced to its original location, HISD will designate new locations.

4.4 The 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 the Contractor at no cost to HISD.

4.5 The Contractor shall be responsible for providing all necessary traffic control, such as street blockages, traffic cones, flagmen, etc., as required for each Job Order at no additional cost to HISD. Proposed traffic control methods shall be submitted to HISD for final approval.

5.0 QUALITY ASSURANCE/QUALITY CONTROL PROGRAM

The Contractor shall submit, for HISD approval, a Quality Assurance/Quality Control Plan within fifteen (15) calendar days after Contract Award. This plan should address all aspects of quality control including responsibility for surveillance of Work, documentation, trend analysis, corrective action and interface with HISD inspectors.

6.0 RESIDENT PROJECT MANAGER

The Contractor’s resident Project Manager shall be knowledgeable in multiple disciplines including electrical, mechanical, HVAC, paving, landscaping, painting, XXXX Services and plumbing. The Project Manager’s background and credentials must be acceptable to HISD. One of the responsibilities of the resident Project Manager would be to seal plans required for permitting and compliance with all applicable codes.

7.0 JOC SUPPORT REQUIREMENTS 7.1 Computer System

The Contractor is to provide and maintain in an operational condition, one computer system as described below for HISD as well as computer system for contractor staff use. Ownership of the system will remain with the Contractor until expiration of this Contract, and the Contractor shall provide all installation, removal, repair, maintenance, and updates. Computer system repair, maintenance, update, or replacement action shall be promptly initiated by the Contractor upon receiving a notification that such actions are needed; all such actions shall be completed and the affected computer system shall be fully operational within twenty-four (24) hours of such notification. The Contractor will provide a communication link for connection of his computer to the HISD’s JOC Computer System. The Contractor has the responsibility to provide its own telephone service. At the termination of this Contract, Contractor shall make available copies of all computerized files requested by HISD.

7.2 Contractor Field Office

7.2.1 Subject to HISD’s prior written approval at the sole discretion of HISD and only during the continuation of this Contract, Contractor may maintain a Contractor-owned field office located on HISD property if property is not needed for other district use. Contractor shall be solely responsible and liable for all maintenance and repairs of such office as well as any liability claims attributable to the placement and operation of such facilities.

7.2.2 Telephone service for the office shall be the responsibility of the Contractor.

7.2.3 The Contractor shall be responsible for furnishing a copier, FAX machine, office furnishings and

supplies, and all other items necessary for the operation.


Revised 10/30/2014

7.3 HISD Furnished Utilities

HISD shall provide, free of charge to the Contractor, utilities and non-student toilet facilities if such are

available at each site for Work performed under this Contract.

7.3.1 Water

HISD shall furnish to the Contractor, from existing HISD facilities and without cost to the Contractor, a supply of water necessary for the performance of Work under this Contract. HISD 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 the Contractor to determine the extent to which existing HISD water supply source is adequate for the needs of this Contract.

All taps, connections, and accessory equipment required in making the water supply source available will be accomplished by and at the expense of the Contractor. All Work in connection therewith shall be coordinated, scheduled, and performed as directed and approved by HISD. Said taps, connections, and accessory equipment shall be maintained by the Contractor in a Workmanlike manner in accordance with the rules and regulations of applicable jurisdictions. Upon completion of this Contract the removal of all taps, connections and accessories will be accomplished by and at the expense of the 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 HISD.

7.3.2 Electricity

HISD shall furnish to the Contractor from existing HISD facilities and without cost to the Contractor, electricity necessary for the performance of Work under this Contract. HISD will, in no case, furnish or install any electrical facility or accessory for the purpose of this Contract. It is the responsibility of the Contractor to determine the extent to which existing HISD 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 the Contractor. All Work in connection therewith shall be coordinated, scheduled and performed as directed and approved by HISD. Said taps, connections, and accessory equipment shall be maintained by the Contractor in a Workmanlike manner in accordance with the rules and regulations of the applicable jurisdictions. Upon completion of this Contract, the removal of all taps, connections and accessories will be accomplished by and at the expense of the 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 HISD.

8.0 AS-BUILT DRAWINGS AND SHOP MANUALS The Contractor shall submit two complete sets of as-built drawings to the Issuing Authority within 30 days after each

Project acceptance. As-builts shall be submitted in paper as well as in electronic form. The Contractor shall also submit three copies of shop manuals at that time if equipment has been installed as part of the Job Order.

9.0 WORK BY HISD

HISD reserves the right to undertake or award additional contracts for the performance of the same or similar type Work as contemplated herein, and to do so will not breach or otherwise violate this Contract.


Revised 10/30/2014

Houston Independent School District JOB Order Contract

School ____________________________ Project ____________________________ Project Size $_______________________ Contractor _____________________Date ____________ HISD Bond Rep._______________________Date ____________ HISD Accounting ______________________ Date ____________ CX#_____________ Date _____________ Standard Cover Letter for Job Orders – Distribution a) contractor b)Bond Office c) Accounting


Revised 10/30/2014

ATTACHMENT “C”

KEY STAFF MEMBERS

To be completed by Contractor



Revised 10/30/2014

ATTACHMENT “D”

TBD



Revised 10/30/2014

ATTACHMENT “E”

Houston Independent School District

GENERAL REQUIREMENTS OF THE WORK

FOR ALL CONTRACTORS AND SUBCONTRACTORS

GENERAL The Contractor shall provide full time supervision while its forces are Working on any Job

Order Contract Project. The Contractor’s job site supervision shall be experienced in his trade and

be capable and have authority to make decisions regarding costs, manpower, and schedule.


The Contractor shall coordinate, in a timely manner, all city, county, state, or other inspections as required for the completion of its Work in accordance with the Project Schedule. The Contractor will be required to attend and participate in regularly scheduled HISD/Architect/Contractor Progress Meetings which will be held weekly. All principal supervisory personnel shall attend these meetings. Attendance is Mandatory. Items discussed will include safety, schedule, trade coordination, quality control, material deliveries and clean up. The Contractor shall maintain as-built drawings which will be updated on a weekly basis showing all changes in the Work. These drawings will be legibly identified as “Record Documents”, with changes noted in a legible, concise and explanatory manner in red ink. Project signs or advertisements of any nature shall not be installed on the jobsite or structure without written permission of Houston I.S.D.

Contractor will furnish all samples, mix-designs, mock-ups, brochures, shop drawings, colors,

schedules, and descriptive literature required for submission to the Architect within ample time to

allow for checking and to prevent any delay due to lack of approval. Submittals shall be in strict

accordance with Specification requirements and Contract Documents or as agreed upon prior to

submittal. SITE MANAGEMENT All material deliveries and storage on addition/renovation Projects

shall be subject to the approval of the Houston I.S.D. The Contractor agrees to receive all his

materials and store them in areas designated by the Houston I.S.D. Prior to shipping any materials


Revised 10/30/2014

that will be stored on Houston I.S.D. controlled sites, the Contractor shall submit a schedule for

delivery and installation of all materials to the Houston I.S.D.

It shall be the Contractor’s responsibility to ensure that all road entrances and exits, and fire lanes are not blocked by its deliverymen or Subcontractors in their employ. The Contractor will designate lunch and break areas outside the building footprint. Eating and drinking will be permitted only in these areas or in the designated parking area. No alcoholic beverages are allowed on HISD properties. All cups, cans, food, wrappers, and other such debris shall be deposited in containers furnished by the Contractor. No construction debris shall be deposited in these containers. Under no circumstances is eating in the building allowed. No glass containers are allowed on site.

No smoking or use of smokeless tobacco products is permitted in the buildings or on site.

The Contractor shall provide a minimum of two portable toilets for Projects up to 40 total Workers. For every 1 to 20 additional Workers, one additional portable toilet shall be provided. For example, if the Project has 45 Workers, three portable toilets shall be provided and maintained by Contractor.

COMMUNICATION

In the event of any unplanned incidents which disrupt normal school operations, the Contractor shall

immediately contact the responsible Construction General Manager and Facilities General Manager

for Houston I.S.D. The appropriate Houston I.S.D. personnel to contact are listed below:



Revised 10/30/2014


Houston Independent School District Contracts

ADMINISTRATORS AND NEW CONSTRUCTION

Bond Construction Program Facilities Maintenance

Robert Sands General Manager, Bond Construction

Brian Busby General Manager, Facilities

CLEAN-UP

Contractor shall be responsible for cleaning mud, dirt, or debris from streets, drives, or parking areas, either on the Project property or adjacent to the Project, resulting from the performance of its Work, whether due to its own employees or equipment or as a result of deliveries by suppliers.

QUALITY CONTROL

Contractor is aware of the Quality Control required by this Contract Documents. Contractor will provide all Quality Control and management required for his Work by this Contract Documents.

The Contractor shall employ in-place mock-ups of the Work as a quality control tool as much as possible. As each new trade begins Work on the Project, the specified tolerances and level of quality expected shall be reviewed with the Subcontractor’s foreman. The appropriate architectural and HISDs representatives shall be notified of the new trade, and afforded the opportunity to review the Work being installed.

SAFETY

Safety of the Houston I.S.D. students shall be paramount in all of the Contractor’s activities. Every precaution shall be taken in the planning and execution of the Work to assure that student safety is not compromised. Secondarily, safety of the public, safety of the Houston I.S.D. staff, and safety of the Contractor’s own forces shall take priority over all other functions. In this regard Contractor shall implement a comprehensive safety program.


Revised 10/30/2014

The Contractor shall coordinate their Project Safety Program and policies to meet safety standards. The Project Safety Program shall be established as set out in the Contractor’s proposal and must include all items noted below:

Safety orientations are required for all Workers

Continuous safety inspections will be performed by personnel designated by HISD.

Safety goggles must be worn by all individuals at all times on HISD Projects

Hard hats must be worn by all individuals at all times on HISD Projects

100% fall protection is required

A security badge system must be implemented, and badges worn by all personnel

Each Contractor Working on the Project will be required to perform his Work in strict accordance with

the requirements of OSHA, this Contract and other codes and standards as they may apply. Each

Contractor shall be responsible for a complete safety program governing the employees and the

Work.

Each Contractor will be responsible for the security of his own stored material, trailers, Work,

equipment, tools, and employees.

Any vehicles used on the site for construction must be covered by the Contractors’ and Subcontractors’ insurance policy. Parking of privately-owned vehicles will be restricted to a construction parking area located on site by the Contractor.

GOOD NEIGHBOR POLICY

The Contractor shall endeavor to foster and maintain a good relationship with the surrounding property HISDs at all times. Prior to the start of any Project, the Contractor shall contact any residents or business HISDs within 200 feet of the Project site, and provide them the following basic information:

Approximate start date for the Project

The name and phone number of the Contractor’s on-site representative

The name and phone number of the Houston I.S.D. construction representative


Revised 10/30/2014

The Contractor shall keep surrounding roadways clean and free of mud and debris at all times. The

Project site shall be orderly and neat. Trash, cardboard and other site debris that might blow onto

surrounding property shall be cleaned up daily.

WARRANTY FOLLOW-UP

The Contractor shall designate one person for each Project as the designated Warranty Representative for the entire one-year warranty period. The Warranty Representative shall coordinate and be responsible for all warranty Work. A sample Warranty Request Form is attached as a method to organize and follow-up on warranty issues.

HISD’S DESIGN STANDARDS

HISD’S Design Standards can be viewed on HISD’S web site at http://www.pbk.com/HISD/HISDStandards_v2_2.pdf.



Revised 10/30/2014

WARRANTY REQUEST FORM

(A) PROJECT NAME/LOCATION REQUESTED BY: PHONE: DATE REQUESTED: HOW REQUESTED: PHONE LETTER FAX OTHER (B) DESCRIPTION OF CORRECTIVE ACTION NEEDED: CORRECTIVE ACTION NEEDS TO BE COMPLETE BY (DATE): (C) CORRECTIVE ACTION TO BE PERFORMED BY: COMPANY NAME: FAX/PHONE: CONTACT: DATE NOTIFIED: HOW NOTIFIED: PHONE LETTER COPY OF W/R OTHER (D) DESCRIBE ACTION TAKEN: DATE COMPLETE:


Revised 10/30/2014

(Subcontractor to fill out after corrective Work has been completed, then fax this completed form back to the Contractor’s office.) PREPARED BY: CORRECTIVE ACTION APPROVED BY: NAME: _______________________NAME: DATE: DATE:



Revised 10/30/2014

ATTACHMENT “F” CONTRACTOR’S HISD AFFIDAVIT OF ARCHITECT PAYMENT OF CONTRACTOR DEBTS AND CLAIMS SURETY AIA DOCUMENT G706 OTHER TO (HISD) ARCHITECT’S PROJECT NO: ___ ___ CONTRACT FOR:

___ ___ CONTRACT DATE: PROJECT: (name, address) State of: County of:

The undersigned, pursuant to Article 17 of this Contract for Job Order Construction, hereby certifies that, except as listed below, he has paid in full or has otherwise satisfied all obligations for all materials and equipment furnished, for all Work, labor, and services performed, and for all known indebtedness and claims against the Contractor for damages arising in any manner in connection with the performance of this Contract referenced above for which the HISD or his property might in any way be held responsible.

EXCEPTIONS: (If none, write “None”. If required by the HISD, the Contractor shall furnish bond satisfactory to the HISD for each exception.) SUPPORTING DOCUMENTS ATTACHED HERETO: CONTRACTOR: 1. Consent of Surety to Final Payment. Whenever Surety is involved, Consent of Surety is required. AIA DOCUMENT G707, CONSENT OF SURETY, Address: may be used for this purpose. Indicate attachment: (yes ) (no ). The following supporting documents should be attached BY: hereto if required by the HISD: 1. Contractor’s Release or Waiver of Liens, conditional Subscribed and sworn to before me this upon receipt of final payment. day of 20 2. Separate Releases or Waivers of Liens from Sub- contractors and material and equipment suppliers, to the extent required by the HISD, ac- Notary Public: companied by a list thereof. 3. Contractor’s Affidavit of Release of Liens (AIA DOCUMENT G706A). My Commission Expires: AIA CAUTION: You should use an original AIA document which has this caution printed in red. An original assures that changes will not be obscured as may occur when documents are reproduced.


Revised 10/30/2014



Revised 10/30/2014

ATTACHMENT “G”

PREVAILING WAGE RATES

Houston Independent School District Labor Classification and Prevailing Wage Rates

for Building Construction (Minimum Rates)


PREVAILING WAGE SCALE NOTICE

Pursuant to Article 47 of this Contract, the building construction wage rates listed in this section have been ascertained and determined by the HISD as the general prevailing wage rates in the locality of the Project for the classifications listed, and as such, represent minimum rates for each craft or type of Worker or mechanic needed to execute this Contract. "This determination of prevailing wages shall not be construed to prohibit the payment of more than the rates named."

CRAFT RATE


Revised 10/30/2014


ATTACHMENT “H” SUBMITTAL FORM

========================================================================================= Submittal No. Contract JOB Order # Job Title:

PART I - Contractor From: To: Houston ISD JOC Projects 4400 West 18th Street Houston, TX 77092 The following is submitted for approval per Specification Section No. Item:


IT IS HEREBY CERTIFIED THAT THE _________EQUIPMENT__________MATERIAL SHOWN AND MARKED IN THIS SUBMITTAL IS THAT PROPOSED TO BE INCORPORATED INTO THE ABOVE REFERENCED DELIVERY ORDER; IS IN COMPLIANCE WITH THIS CONTRACT DRAWINGS AND SPECIFICATIONS, AND CAN BE INSTALLED IN THE ALLOCATED SPACES. Certified By: Date:_________

PART II - for Designer (Consultant) use

========================================================================================== To: Houston ISD JOC Projects 4400 West 18th Street Houston, TX 77092 ========================================================================================== This submittal has been reviewed and the following recommendations are made:


Revised 10/30/2014

Signature: Date:_________

PART III - For JOB Order Construction Contract use ========================================================================================== From: Houston ISD To: JOC Projects 4400 West 18th Street Houston, TX 77092 ========================================================================================== Enclosures are returned with the following comments: Approved Disapproved Comments Signed: Title:

Date:



Revised 10/30/2014

ATTACHMENT “I”

CONTRACTOR’S PROPOSAL PACKAGE



Revised 10/30/2014

ATTACHMENT J

CONTRACTORS LETTER RE: MWBE



Revised 10/30/2014

ATTACHMENT K

HISD REQUEST FOR PROPOSAL


COMPETITIVE SEALED PROPOSALS CSP # 14-11-02 JOB ORDER ...

Documents

Transcript of COMPETITIVE SEALED PROPOSALS CSP # 14-11-02 JOB ORDER ...