Houston Advanced Research Center
REQUEST FOR QUALIFICATIONS
for LOCAL CONSTRUCTION FIRM
Published: December 21, 2010
Due Date: January 4, 2011
Introduction and Objectives
The Houston Advanced Research Center (HARC) plans to construct a Dynanometer Testing Laboratory at the
HARC facility located at the Lone Star College Administration Campus at 4800 Research Forest Drive in The
Woodlands, TX. HARC has contracted RGR Partnership, Ltd. of Houston to design and document the project
and Lockwood, Andrews & Newnam, Inc. to provide engineering services and project management.
HARC seeks written Statement of Qualifications from interested local construction firms (hereinafter referred to
as “Firm”) to provide on-site construction services for an Engine and Emissions Laboratory at the HARC
facility located at 4800 Research Forest Drive in The Woodlands, TX. It is HARC’s intent to evaluate firms
based on contractor ability, expertise, and knowledge of small scale industrial remodel projects and planned
schedule. Firm shall be obligated to exercise the highest standard of care in performing its obligations. Firm
shall demonstrate to HARC’s satisfaction that it is of sound financial condition and is adequately bonded and
insured, if requested.
Scope of Services
The Firm agrees to cooperate and to coordinate with RGR Partnership, Ltd. and Lockwood, Andrews &
Newnam, Inc. in carrying out its services and assign a Construction Project Manager to be responsible for all
labor, materials, tools, supplies, equipment, transportation, insurance, bonds, subcontracts, supervision,
management, reports, incidentals, and quality control, and shall perform all operations necessary and required
for construction management and construction work involving masonry, electrical, sound suppression, air
conditioning, cooling and ventilation, paint, and fuel storage.
The successful firm will be required to enter into a binding contract with HARC, containing provisions
substantially similar to those in the attached sample contract. The Firm will be expected to begin work as soon
as LAN has completed construction documents and completely finished the project within eight weeks.
Proposal Submittal Requirements
Proposals must include the following items in the order presented. Page limits apply where noted. Firm will be
bound to all proposed terms and conditions of its proposal for a period of 180 days from the date of its proposal
submission.
Binding Transmittal Letter (2 pages maximum)
Each proposal must include a transmittal letter signed by a party authorized to obligate and bind the Firm to
perform the commitments contained in the proposal. The letter must clearly identify who the Prime Contractor
will be and its contact person for future communications regarding the proposal. The letter should discuss the
Firm’s overall ability and qualifications to conduct the work and agree to fully comply with all applicable
ordinances, laws and regulations if awarded the contract. The letter must state the 180-day validity period of the
proposal.
Qualifications (8 pages maximum, excluding resumes)
Proposals must provide sufficient information to allow HARC to evaluate the Firm’s capability to successfully
complete the Scope of Services.
Firm Information, Experience and Capacity
Each proposal must include the following information regarding the Firm and team:
• Name of Firm, DUNS number, Federal Employer Identification Number (FEIN)
• Documentation establishing the number of years Firm has been in business and that Firm is in good
standing with the State of Texas.
• Claims history – list any legal judgments pending or entered into in the previous two years against Firm,
as well as a list of pending litigation filed against Firm. List any complaints filed with the Better
Business Bureau.
• Brief description of the company’s background and experience with small scale industrial remodel
projects;
• List of equipment and personnel necessary to perform the services required
• Identify the key individual(s) who will provide scope of services for the project and interface with
HARC
• History of past projects on which the team members have worked together
• List all previous or current contracts with HARC, Lone Star College, RGR Partnership, Ltd. and
Lockwood, Andrews & Newnam, Inc.
References
Please provide a minimum of three references for projects that have involved small scale industrial remodel
projects.
• Contact name, title, project description, phone number and e-mail address
Contractual
Exceptions to Contract
Firm shall provide a commitment to execute an agreement containing the provisions shown in the draft contract.
If Firm takes exception with any sections contained in the draft contract, clearly identify these exceptions. For
each exception noted, provide alternative contract language for consideration. Significant deviations from the
contract language may be grounds for proposal rejection or a lower ranking in the evaluation.
Cost Proposal
Please review the tentative scope of work outlined in the Appendix and provide a lump sum proposal
(plus/minus 20%). The final scope of work will be provided for formal costing at the time of award.
Proposal Instructions
Questions Regarding the RFQ
The deadline to submit questions and requests for interpretation by email to gco@harc.edu is December 28,
2010. All questions and answers will be posted at
http://files.harc.edu/WWW/NewsEvents/News/CONST_RFQ.PDF
by December 29, 2010. We encourage Firms to periodically check the website for updates.
Proposal Submissions
Two printed copies of the proposal must be received no later than 4pm on January 4, 2011. Paper proposals
may be mailed or delivered to:
Houston Advanced Research Center
Attn: Ivy K. Guice
4800 Research Forest Drive
The Woodlands, TX 77381
At any time during the proposal evaluation process, HARC may require a Firm to provide oral or written
clarification of its proposal. HARC reserves the right to make an award without further clarifications of
proposals received.
Evaluation Process and Selection Procedure
HARC will form an internal evaluation committee that will review and score the proposals. Interviews will be
requested as needed and final selection will be determined as quickly as possible.
Interview Process
The evaluation committee may select Firms who may be invited to an interview. The evaluation committee may
use this additional information to score the proposals.
Agreement Negotiations and Contract
The evaluation committee will make a recommendation regarding award of the agreement to the highest-
ranking Firm(s). HARC will negotiate and execute an agreement to perform the requested services with the
highest-ranking Firm(s). The selection of any proposal shall not imply acceptance of all terms, which may be
subject to further negotiation and approvals. HARC may begin agreement negotiations with the next highest-
ranked Firm(s) at any time during the process until an agreement is finalized. Once agreement negotiations are
complete, the agreement will be certified and a contract will be issued.
Terms and Conditions Governing this RFQ
Potential Firm Information
Potential Firms who request copies of this RFQ must provide the following information to HARC:
• Name of Company
• Name of contact person for Firm contact and the address, telephone number, facsimile number and e-
mail of such contact person
Each Potential Firm shall be responsible for notifying HARC in writing of any changes in such information.
Any such notice must specifically reference this RFQ.
Financial Responsibility
HARC accepts no financial responsibility for any costs incurred by a firm in responding to this RFQ,
participating in oral presentations, or negotiating an agreement. The proposals in response to the RFQ will
become property of HARC and may be used by HARC in any way deemed appropriate.
Reservations of Rights by HARC
The issuance of this RFQ does not constitute an agreement by HARC that any contract will actually be entered
into by HARC. HARC expressly reserves the right at any time to:
• Waive or correct any defect or informality in any response, proposal or proposal procedure
• Reject any or all proposals
• Reissue a RFQ
• Prior to submission deadline for proposals, modify all or any portion of the specifications or
requirements for any materials, equipment or services to be provided under this RFQP, or the
requirements for contents or format of the proposals
• Procure any materials, equipment of services specified in this RFQ by any other means
• Determine that no project will be pursued.
Form and Content
Failure to timely execute the agreement, or to furnish any and all certificates, compliance forms, bonds or other
materials required in the agreement, shall be deemed an abandonment of an agreement offer. HARC may select
another firm.
Sample Contract
THE STATE OF TEXAS §
§
COUNTY OF MONTGOMERY §
I. PARTIES
A. Address
THIS CONTRACT FOR CONTRACTOR SERVICES FOR THE CONSTRUCTION OF
THE DYNAMOMETER LABORATORY TO BE BUILT AT THE HARC FACILITY
LOCATED AT 4800 RESEARCH FOREST DRIVE, ("Contract") is made between the HOUSTON
ADVANCED RESEARCH CENTER ("HARC") a 501(c)(3) not-for-profit organization, and
CONTRACTOR (“Contractor”), with its primary place of business at XXXXXXXX..
The initial addresses of the parties, which one party may change by giving written notice to the
other party, are as follows:
Houston Advanced Research Center Contractor
Ivy K. Guice, Director
Office of Business Affairs
4800 Research Forest Dr.
The Woodlands, Texas 77381
Telephone: 281-363-7901
Email: iguice@harc.edu Email:
Owner
LONE STAR COLLEGE SYSTEM (LSCS), an accredited College constituted under the laws
of the State of Texas, having its main office at 5000 Research Forest Drive, The Woodlands,
TX 77381, from now on referred to as LSCS or Owner.
B. Table of Contents
This Contract consists of the following sections:
TABLE OF CONTENTS
DEFINITIONS
DUTIES OF CONTRACTOR
DUTIES OF HARC
TERM AND TERMINATION
MISCELLANEOUS PROVISIONS
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EXHIBITS AND ATTACHMENTS
Exhibit A Scope of Services
Exhibit B Implementation Schedule
Exhibit C Key Personnel
Exhibit D Insurance Certificate
Attachment G Performance Bond
Attachment H Payment Bond
C. Parts Incorporated
The above-described exhibits are incorporated into this Contract.
D. Controlling Parts
If a conflict among the sections and exhibits arises, the sections control over the exhibits.
E. Signatures
HOUSTON ADVANCED RESEARCH CENTER CONTRACTOR
______________________________ ___________________________
Ivy K. Guice, Director
Office of Business Affairs
Date: _________________ Date: _______________
3
II. DEFINITIONS
As used in this Contract, the following terms have the meanings set out below:
“Contract" means this contract between the Parties, including all exhibits, change orders, and any
written amendments.
“Contractor" is defined in the preamble of this Contract and includes its successors and assigns.
“Forfeiture” has the meaning ascribed thereto in Section A(2) of this Contract.
“HARC” is defined in the preamble of this Contract and includes its successors and assigns.
“Owner” is defined in the preamble of this Contract and includes its successors and assigns.
“Parties” means all the entities set out in the Preamble bound by this Contract.
“Start Date” means the date on which HARC issues a Notice to Proceed to Contractor to begin
performance under this Contract.
III. DUTIES OF CONTRACTOR
A. Scope of Services
In consideration of the payments specified in this Contract, Contractor shall provide all labor,
permits, material, and supervision necessary to perform the services described in Exhibit "A"
(collectively referred to hereinafter as the “Work”).
B. Reports
Contractor shall submit weekly reports and progress updates via email to HARC and its
delegated representative.
C. Schedule of Performance
Contractor shall begin its performance of the Work as soon as reasonably practicable following
the Start Date. Contractor shall coordinate its schedule and activities with HARC. Contractor shall
complete its performance of the Work based on the implementation schedule (Exhibit “B”), unless
HARC extends the time for completion in writing. Contractor acknowledges that time is of the essence.
Where Contractor’s performance is materially delayed, except by Force Majeure as set forth in Article
VI(B), or actions or omissions by the Owner or HARC, HARC may withhold or suspend payment or
may terminate this Contract. All time periods herein shall be extendable at HARC’S election if it
determines that a Force Majeure event exists for so long as shall reasonably be necessary.
D. Prompt Payment of Subcontractors
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Contractor shall make timely payments to all persons and entities supplying labor, materials, or
equipment for the performance of this Contract. CONTRACTOR SHALL DEFEND AND
INDEMNIFY HARC AND LSCS FROM ANY CLAIMS OR LIABILITY ARISING OUT OF
CONTRACTOR'S FAILURE TO MAKE THESE PAYMENTS TO THE EXTENT PERMITTED BY
LAW. Contractor shall submit disputes relating to payment of subcontractors to arbitration in the same
manner as any other disputes under the subcontract. Any and all persons and entities supplying labor or
equipment for the performance of this Contract shall be identified in the Scope of Work & Milestone
Payment Schedule attached as Exhibit “A”.
E. Personnel of Contractor
Contractor shall provide the Key Personnel, as shown in Exhibit “C”, to perform the Work under
this Contract. Contractor shall not change any of the Key Personnel without HARC’s prior written
consent which shall not be unreasonably withheld. Any person working on this project must wear
identification clearly identifying their relationship to the project.
F. RELEASE
CONTRACTOR AGREES TO AND SHALL RELEASE HARC, ITS AGENTS,
EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY “HARC”),
AND THE OWNER, ITS AGENTS, EMPLOYEES, OFFICERS, AND LEGAL
REPRESENTATIVES (COLLECTIVELY “LSCS”) FROM ALL LIABILITY FOR INJURY,
DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION
WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE
INJURY, DEATH, DAMAGE, OR LOSS IS CAUSED BY HARC’S OR THE LSCS’S SOLE OR
CONCURRENT NEGLIGENCE AND/OR HARC’S OR LSCS’S STRICT PRODUCTS
LIABILITY OR STRICT STATUTORY LIABILITY.
HARC AGREES TO AND SHALL RELEASE CONTRACTOR, ITS AGENTS,
EMPLOYEES, OFFICERS, AND LEGAL REPRESENTATIVES (COLLECTIVELY
“CONTRACTOR FROM ALL LIABILITY FOR INJURY, DEATH, DAMAGE, OR LOSS TO
PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR INCIDENTAL TO
PERFORMANCE UNDER THIS CONTRACT, EVEN IF THE INJURY, DEATH, DAMAGE,
OR LOSS IS CAUSED BY THE CONTRACTOR’S OR THE LSCS’S SOLE OR
CONCURRENT NEGLIGENCE AND/OR THE CONTRACTOR’S OR LSCS’S STRICT
PRODUCTS LIABILITY OR STRICT STATUTORY LIABILITY.
NEITHER PARTY SHALL BE ENTITLED TO ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF BREACH OF THIS
AGREEEMENT.
G. INDEMNIFICATION
TO THE EXTENT PERMITTED BY LAW, CONTRACTOR AGREES TO AND SHALL
DEFEND, INDEMNIFY, AND HOLD HARC, ITS AGENTS, EMPLOYEES, OFFICERS, AND
LEGAL REPRESENTATIVES (COLLECTIVELY HARC) AND LSCS REPRESENTATIVES
HARMLESS FOR ALL CLAIMS, CAUSES OF ACTION, LIABILITIES, FINES, AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES, COURT COSTS,
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AND ALL OTHER DEFENSE COSTS AND INTEREST) FOR INJURY, DEATH, DAMAGE,
OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION WITH OR
INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT INCLUDING, WITHOUT
LIMITATION, THOSE CAUSED BY CONTRACTOR’S AND/OR ITS AGENTS,
EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, OR SUBCONTRACTORS
(COLLECTIVELY IN NUMBERED PARAGRAPHS 1-3, "CONTRACTOR") ACTUAL
NEGLIGENCE OR INTENTIONAL ACTS OR OMISSIONS.
TO THE EXTENT PERMITTED BY LAW, HARC AGREES TO AND SHALL DEFEND,
INDEMNIFY, AND HOLD CONTRACTOR, ITS AGENTS, EMPLOYEES, OFFICERS, AND
LEGAL REPRESENTATIVES (COLLECTIVELY “CONTRACTOR”) AND LSCS
REPRESENTATIVES HARMLESS FOR ALL CLAIMS, CAUSES OF ACTION, LIABILITIES,
FINES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY'S FEES,
COURT COSTS, AND ALL OTHER DEFENSE COSTS AND INTEREST) FOR INJURY,
DEATH, DAMAGE, OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN CONNECTION
WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS CONTRACT INCLUDING,
WITHOUT LIMITATION, THOSE CAUSED BY HARC AND/OR ITS AGENTS,
EMPLOYEES, OFFICERS, DIRECTORS, ACTUAL NEGLIGENCE OR INTENTIONAL
ACTS OR OMISSIONS.
CONTRACTOR’S INDEMNIFICATION IS LIMITED TO $500,000 PER
OCCURRENCE. CONTRACTOR SHALL NOT INDEMNIFY HARC AND LSCS FOR THEIR
SOLE OR CONCURRENT NEGLIGENCE.
HARC’S INDEMNIFICATION IS LIMITED TO THE AMOUNT OF THIS CONTRACT.
HARC SHALL NOT INDEMNIFY CONTRACTOR FOR ITS SOLE OR CONCURRENT
NEGLIGENCE.
H. Indemnification Procedures
1. Notice of Claims. If one of the Parties receives notice of any claim or circumstances
which could give rise to an indemnified loss, the receiving entity shall give written notice to the other
entities within 30 days. The notice must include the following:
a. a description of the indemnification event in reasonable detail,
b. the basis on which indemnification may be due, and
c. the anticipated amount of the indemnified loss.
This notice does not estop or prevent a Party from later asserting a different basis for
indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the
receiving party does not provide this notice within the 30 day period, it does not waive any right to
indemnification except to the extent that non-receiving party is prejudiced, suffers loss, or incurs
expense because of the delay.
2. Defense of Claims.
a. Assumption of Defense. Contractor may assume the defense of the claim at its
own expense with counsel chosen by it that is reasonably satisfactory to both HARC and LSCS.
Contractor shall then control the defense and any negotiations to settle the claim. Within 10
6
days after receiving written notice of the indemnification request, Contractor must advise both
HARC and LSCS as to whether or not it will defend the claim. If Contractor does not assume
the defense, then either HARC or LSCS shall assume and control the defense, and all reasonable
and pre-approved defense expenses constitute an indemnification loss.
b. Continued Participation. If Contractor elects to defend the claim, both HARC and
LSCS may retain separate counsel to participate in (but not control) the defense and to
participate in (but not control) any settlement negotiations. Contractor may settle the claim
without the consent or Contract of either HARC and LSCS, unless it (i) would result in
injunctive relief or other equitable remedies or otherwise require either HARC or LSCS to
comply with restrictions or limitations that adversely affect either HARC or LSCS, (ii) would
require either HARC or LSCS to pay amounts that Contractor does not fund in full, (iii) would
not result in either HARC’s or LSCS’s full and complete release from all liability to the
plaintiffs or claimants who are parties to or otherwise bound by the settlement.
I. Insurance.
Contractor shall maintain in effect certain insurance coverage, which is described as follows.
Each policy, except those for Workers Compensation, Employer's Liability and Professional Liability,
must name HARC and LSCS (and their officers, agents, and employees) as Additional Insured parties
on the original policy and all renewals or replacements.
(1) Minimum Insurance Requirements. Contractor shall maintain the following insurance
coverage in the following amounts:
(COVERAGE) (LIMIT OF LIABILITY)
Workers' Compensation Statutory for Workers' Compensation
Employer's Liability Bodily Injury by Accident $100,000 (each
accident)
Bodily Injury by Disease $100,000
(policy limit)
Bodily Injury by Disease $100,000 (each
employee)
Commercial General Liability: Bodily Injury and Property Damage,
Bodily and Personal Injury; Products Combined Limits of $500,000 each
and Completed Operations Coverage Occurrence, and $1,000,000 aggregate
Professional Liability Coverage $1,000,000 per claim/aggregate
Defense costs are excluded from the face amount of the policy.
Aggregate Limits are per 12-month policy period
unless otherwise indicated.
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Owner’s Liability Insurance--The contractor shall purchase and maintain Builder’s All Risk
Insurance in the amount of 100% of the contract sum, protecting the Owner and holding the Owner
harmless against claims which may arise from operations under this contract. Owner shall have the
option to purchase Builder’s All Risk insurance to cover a specific group of projects at their cost with
special provisions regarding deductibles, etc.
Property Insurance--Until the Work is completed and accepted by HARC, the Contractor shall
purchase and maintain property insurance upon the entire Work including equipment and supplies at the
site to the full insurable value thereof.
If professional liability coverage is required and is written on a "claims made" basis, Contractor
shall also provide:
(a) proof of renewal each year for 2 years after substantial completion of the project; or
(b) in the alternative, evidence of extended reporting period coverage for 2 years after
substantial completion; or
(c) a project liability policy for the project covered by this Contract with a duration of 2
years after substantial completion.
(2) Form of Policies. HARC may approve the form of the insurance policies, but nothing
HARC does or fails to do relieves Contractor from its duties to provide the required coverage under this
Contract. HARC’s actions or inactions do not waive the HARC’s rights under this Contract.
(3) Issuers of Policies. The issuer of any policy shall have (1) a Certificate of Authority to
transact insurance business in Texas or (2) shall be an eligible non-admitted insurer in the State of Texas
have a Best's rating of at least B+ and a Best's Financial Size Category of Class VI or better, according
to the most current edition Best's Key Rating Guide.
(4) Deductibles. Contractor shall be responsible for and pay any claims or losses to the
extent of any deductible amounts and waives any claim it may have for the same against HARC and
LSCS, its officers, agents, or employees.
(5) Cancellation.
(a) Each policy must state that it may not be canceled or non-renewed unless the
insurance company gives HARC 30 days' advance written notice.
(b) Contractor shall give written notice to HARC within 20 days of the date on which
total claims by any party against Contractor reduce the aggregate amount of coverage below the
amounts required by this Contract.
(c) In the alternative to (b) above, the policy may contain an endorsement
establishing a policy aggregate for the particular project or location that is the subject of this Contract.
(6) Subrogation. Each policy, except Professional Liability (if required), must contain an
endorsement to the effect that the issuer waives any claim or right of subrogation to recover against
HARC, its officers, agents, or employees or LSCS, its officers, agents, or employers.
(7) Endorsement of Primary Insurance. Each policy, except Worker's Compensation and
Professional Liability (if any), must contain an endorsement that the policy is primary to any other
insurance available to the Additional Insured with respect to claims arising under this Contract.
(8) Liability for Premium. Contractor shall pay all insurance premiums, and HARC shall not
be obligated to pay any premiums.
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(0) Subcontractors. Contractor shall require all subcontractors to provide proof of
professional liability coverage meeting all requirements stated above except amount. The amount must
be commensurate with the amount of the subcontract, but no less than $500,000 per claim.
(10) Delivery of Policies. At the time this Contract is signed, Contractor must furnish to
HARC certificates of insurance in substantially the form shown in Exhibit D. These certificates must
bear the Project name for which they are issued. If requested by HARC, Contractor must provide the
originals of all policies referred to above, or copies certified by the agent or attorney-in-fact issuing
them.
Contractor shall continuously and without interruption, maintain in force the required insurance
coverage specified in this Section. If Contractor does not comply with this requirement, HARC may
(a) immediately suspend Contractor from any further performance under this
Contract and begin procedures to terminate for default, or
(b) purchase the required insurance with HARC funds and deduct the cost of the
premiums from amounts due to Contractor under this Contract.
HARC shall never waive or be estopped to assert its right to terminate this Contract because of its acts
or omissions regarding its review of insurance documents.
(11) Other Insurance. If requested by HARC, Contractor shall furnish adequate evidence of
Social Security and Unemployment Compensation Insurance, to the extent applicable to Contractor's
operations under this Contract.
(12) The Contractor represents and warrants that it owns no company automobiles or other
vehicles.
J. Confidentiality
Contractor, its agents, employees, contractors, and subcontractors shall hold all HARC, and
LSCS information, data, and documents (collectively, “the Information”) that they receive, or to which
they have access, in strictest confidence. Contractor, its agents, employees, contractors, and
subcontractors shall not disclose, disseminate, or use the Information unless HARC authorizes it in
writing. Contractor shall obtain written Contracts from its agents, employees, contractors, and
subcontractors which bind them to the terms in this Section. The term Information does not include
information which (i) is or becomes generally available to the public or published within trade
publications other than as a result of a disclosure by Contractor or its representatives in breach of this
Contract, (ii) is already in Contractor’s or its representative’s possession, or (iii) becomes available to
Contractor or its representative(s) on a non-confidential basis. In order to resolve any ambiguity as to
whether particular material is Information subject to this Contract, the parties agree that Information
shall only include written material provided to Contractor by HARC or LSCS which has been marked
with the legend “CONFIDENTIAL INFORMATION,” or a similar legend designed to apprise
Contractor that the material is to be treated as Information pursuant to the terms of this Contract.
K. Warranties
Contractor warrants that it shall perform all Work in a good and professional workmanlike
manner, meeting the standards of quality prevailing in Montgomery County, Texas for work of this kind.
Contractor shall perform all Work using trained and skilled persons having substantial experience
performing the Work required under this Contract.
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L. Ownership and use of Documents
Contractor represents and warrants that it is the owner of the copyright of all research, reports,
documents and drawings specifically prepared for and deliverable to HARC and LSCS pursuant to this
Contract (“Documents”) unless Contractor notifies receiving party of an exception to this provision. All
information and intellectual property (included but not limited to all of the registered and unregistered
patents, servicemarks, trademarks, copyrights, trade secrets, technical materials, plans, formulas,
drawings, models, sales and financial materials and related intangible rights of the Contractor) provided
and/or used by Contractor pursuant to this Contract shall be the sole and exclusive property of
Contractor. For the consideration set forth in this Contract, Contractor grants to HARC and LSCS a
nonexclusive, royalty-free, irrevocable, right and license, without restrictions, throughout the United
States and World to reproduce, duplicate, copy in any form, including the alteration, modification,
distribution, and transmission of the Documents (“License”). Contractor further grants to HARC and
LSCS, at HARC’s and LSCS’s sole discretion, the right to transfer, assign, and grant sublicenses of the
License, solely for the benefit of HARC or LSCS, without permission or notification to Contractor.
M. Ownership of Equipment
Contractor shall transfer ownership of equipment and supplies, and associated warrantees to
Owner upon completion of project or contract termination, whether for cause or convenience, which
ever occurs first.
N. Licenses and Permits
Contractor shall obtain, maintain, and pay for all licenses, permits, and certificates including all
professional licenses required by any statute, ordinance, rule, or regulation. HARC and/or Owner shall
provide all reasonable and/or necessary assistance to Contractor in obtaining any required license,
permit, and/or certificate. Contractor shall present copies of such to HARC for their records. Contractor
shall immediately notify HARC of any suspension, revocation, or other detrimental action against his or
her license.
O. Compliance with Laws
Contractor shall comply with all applicable state and federal laws and regulations.
P. Compliance with Owner Regulations
Contractor shall comply with applicable LSCS Regulations, policies and administrative
procedures, specifically outlined at http://www.lonestar.edu/11798.htm under Policy & Procedures.
Q. Cleaning
Contractor shall perform daily cleanup of all dirt, debris, scrap materials and other disposable
items resulting from Contractor's operations, whether on-site or off-site. Unless otherwise authorized in
writing by HARC or LSCS which authorization will not be unreasonably withheld, Contractor shall
keep all streets, access streets, driveways, areas of public access, walkways, and other designated areas
clean and open at all times.
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Contractor shall legally dispose off-site, all waste materials and other excess materials resulting
from Contractor's operations.
R. Emergencies
In emergencies affecting safety of persons or property, Contractor shall act to prevent imminent
damage, injury, or loss. Contractor will report any and all emergency situations to HARC and HARC’s
delegate as quickly as possible.
S. Conflicts of Interest
If an actual or potential conflict arises between HARC’s, or LSCS’s interests and the interests of
other clients Contractor represents, Contractor shall immediately notify HARC by email, fax
transmission or telephone. If HARC consents to Contractor's continued representation of the other
clients, he or she shall notify Contractor in writing. If HARC does not issue written consent within 5
business days after receipt of Contractor's notice, Contractor shall immediately terminate its
representation of the other client whose interests are or may be in conflict with those of HARC or LSCS.
IV. DUTIES OF HARC
A. Payment Terms
1. HARC shall pay and Contractor shall accept the fees for all services rendered under this
Contract in accordance with substantial completion of the milestones established in the Scope of
Services attached hereto as “Exhibit A”.
2. HARC reserves the right to extend due dates at its sole discretion upon receipt of a
written request from Contractor prior to the deadline dates, which sets forth the reasons for the delay and
desired time-extension. Consent for realistic requests for extension will not be unreasonably withheld.
3. Payment of final invoice will be based on close out meeting.
4. The payments outlined above and on the scope of work (Exhibit A) shall be the total
compensation for Contractor for all Services provided by the Contractor and requested under the Scope
of Services, including all sub-contractor costs and reimbursable expenses. Contractor guarantees that it
shall perform all Services requested in the Scope of Services for an amount not to exceed $XXXXX
B. Method of Payment - Disputed Payments
If HARC disputes any items in an invoice Contractor submits for any reason, including lack of
supporting documentation, HARC shall return the invoice, notifying Contractor of the dispute. After the
dispute is settled, Contractor shall resubmit the invoice to HARC.
C. Limit of Funding
HARC's duty to pay money to Contractor under this Contract is limited in its entirety by the
provisions of this Contract.
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D. Changes
HARC may, at any time, by written change order to Contractor make changes in, additions to, or
deletions from the Work to be performed pursuant to this Contract. If any such change increases or
decreases the time required for the performance of the Work, an equitable extension will be authorized.
If any such change increases or decreases the cost to Contractor of performing the Work, then there will
be an equitable adjustment in the compensation due Contractor pursuant to Article IV. Notwithstanding
anything contained herein to the contrary, Contractor may reduce and/or change the scope of the Work
as necessary to comply with HARC’s budgetary requirements.
D. Authorization
HARC represents and warrant that it has authority to grant such rights of ingress to, egress from
and access upon one LSCS properties shown below as necessary to allow Contractor to undertake and
complete the Work. HARC will use its best efforts to assist Contractor in implementing the Work.
4800 Research Forest Drive, Building “2”
V. TERM AND TERMINATION
A. Contract Term
This Contract reflects an authorization to proceed issued on XXXXXXXXX, is effective as of
the date of execution, and expires upon the completion of the Work and final payment to Contractor for
same, anticipated to be XXXXXXXXXX.
B. Renewals
If Contractor makes a written request for renewal to HARC at least 30 days before expiration of
the then-current term, then with HARC’s written consent and upon expiration of the current term, this
Contract is renewed for the period stated in HARC’s consent. A renewal request must include a revised
implementation schedule and justification for request.
C. Termination for Convenience by HARC
HARC may terminate this Contract at any time by giving 30 days written notice to Contractor.
HARC's right to terminate this Contract for convenience is cumulative of all rights and remedies which
exist now or in the future.
On receiving the notice, Contractor shall, unless the notice directs otherwise, immediately
discontinue all services under this Contract and shall not place further orders or enter into further
subcontracts that are chargeable to this Contract. As soon as practicable after receiving the termination
notice, Contractor shall submit an invoice showing in detail the Work performed and cost incurred under
this Contract up to the termination date. HARC shall then pay the fees to Contractor for Work actually
completed and costs incurred.
TERMINATION OF THIS CONTRACT AND RECEIPT OF PAYMENT FOR SERVICES
RENDERED ARE CONTRACTOR'S ONLY REMEDIES FOR HARC’S TERMINATION FOR
CONVENIENCE, WHICH DOES NOT CONSTITUTE A DEFAULT OR BREACH OF THIS
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CONTRACT. CONTRACTOR WAIVES ANY CLAIM (OTHER THAN ITS CLAIM FOR
PAYMENT AS SPECIFIED IN THIS SECTION), IT MAY HAVE NOW OR IN THE FUTURE FOR
FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM HARC’s TERMINATION FOR
CONVENIENCE.
D. Termination for Cause & Default
Either party may terminate its performance under this Contract if the other party defaults and
fails to cure the default after receiving notice of it. Default occurs if a party fails to perform one or more
of its material duties under this Contract. If a default occurs, the injured party shall deliver a written
notice to the defaulting party describing the default and the proposed termination date. The date must be
at least 30 days after the defaulting party’s receipt of the notice. The injured party, at its sole option, may
extend the proposed termination date to a later date. If the defaulting party cures the default before the
proposed termination date, the proposed termination is ineffective. If the defaulting party does not cure
the default before the proposed termination date, the injured party may terminate its performance under
this Contract on the termination date. HARC shall notify Contractor of a default and to effect
termination.
VI. MISCELLANEOUS
A. Independent Contractor
Contractor is an independent contractor and shall perform the services provided for in this
Contract in that capacity. Neither HARC nor LSCS have any control or supervisory powers over the
manner or method of Contractor's performance under this Contract. All personnel Contractor uses or
provides are its employees or subcontractors and not HARC’s or LSCS’s employees, agents, or
subcontractors for any purpose whatsoever. Contractor is solely responsible for the compensation of its
personnel, including but not limited to: the withholding of income, social security, and other payroll
taxes and all worker's compensation benefits coverage.
B. Force Majeure
1. Timely performance by both parties is essential to this Contract. However, neither party
is liable for reasonable delays in performing its obligations under this Contract to the extent the delay is
caused by Force Majeure that directly impacts HARC or Contractor. The event of Force Majeure may
permit a reasonable delay in performance but does not excuse a party’s obligations to complete
performance under this Contract. Force Majeure means: Acts of God, embargo, compliance with
governmental regulations fires, explosions, interruption of utility services, epidemics, floods, hurricanes,
tornadoes, ice storms and other natural disasters or occurrences, explosions, war, riot, strike, lockout, or
armed conflict whether declared or undeclared, concerted act of workers or other industrial disturbance,
civil disturbance, terrorist acts against LSCS, HARC or Contractor, court orders, and the acts of superior
governmental or military authority, and which the affected party is unable to prevent by the exercise of
reasonable diligence. The term does not include any changes in general economic conditions such as
inflation, interest rates, economic downturn or other factors of general application; or an event that
merely makes performance more difficult, expensive or impractical. Force Majeure does not entitle
Contractor to extra Reimbursable Expenses or payment.
2. This relief is not applicable unless the affected party does the following:
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(a) uses due diligence to remove the effects of the Force Majeure as quickly as
possible and to continue performance notwithstanding the Force Majeure; and
(b) provides the other party with prompt written notice of the cause and its
anticipated effect.
3. HARC will review claims that a Force Majeure that directly impacts HARC or
Contractor has occurred and render a written decision within 14 days. The decision of HARC is final.
4. HARC may perform contract functions itself or contract them out during periods of Force
Majeure. Such performance is not a default or breach of this Contract by HARC.
5. If the Force Majeure continues for more than 30 days from the date performance is
affected, HARC may terminate this Contract by giving 7 days' written notice to Contractor. This
termination is not a default or breach of this Contract; provided, however, such termination will be
deemed a termination for convenience hereunder. CONTRACTOR WAIVES ANY CLAIM IT MAY
HAVE FOR FINANCIAL LOSSES OR OTHER DAMAGES RESULTING FROM THE
TERMINATION EXCEPT FOR AMOUNTS DUE UNDER THE CONTRACT UP TO THE TIME
THE WORK IS HALTED DUE TO FORCE MAJEURE.
C. Severability
If any part of this Contract is for any reason found to be unenforceable, all other parts remain
enforceable unless the result materially prejudices either party.
D. Entire Contract
This Contract merges the prior negotiations and understandings of the Parties and embodies the
entire Contract of the Parties. No other Contracts, assurances, conditions, covenants (express or
implied), or other terms of any kind, exist between the Parties regarding this Contract.
E. Written Amendment
Unless otherwise specified elsewhere in this Contract, this Contract may be amended only by
written instrument executed on behalf of HARC and Contractor.
F. Applicable Laws
This Contract is subject to the laws of the State of Texas, the laws of the federal government of
the United States, and all rules and regulations of any regulatory body or officer having jurisdiction.
Venue for any litigation relating to this Contract is Montgomery County, Texas.
G. Notices
All notices to either party to the Contract must be in writing and must be delivered by hand,
facsimile, United States registered or certified mail, return receipt requested, United States Express
Mail, Federal Express, Airborne Express, UPS or any other national express delivery service. The
notice must be addressed to the party to whom the notice is given at its address set out in Section I of the
Contract or other address the receiving party has designated previously by proper notice to the sending
party. Postage or delivery charges must be paid by the party giving the notice.
H. Captions
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Captions contained in this Contract are for reference only, and, therefore, have no effect in
construing this Contract. The captions are not restrictive of the subject matter of any section in this
Contract.
I. Non-Waiver
If either party fails to require the other to perform a term of this Contract, that failure does not
prevent the party from later enforcing that term and all other terms. If either party waives the other’s
breach of a term, that waiver does not waive a later breach of this Contract.
An approval by HARC, or by any employee or agent of HARC, of any part of Contractor’s
performance does not waive compliance with this Contract or establish a standard of performance other
than that required by this Contract and by law.
J. Inspections and Audits
HARC has the right to perform, or have performed, at its cost (1) audits of Contractor's books
and records with respect to the performance of services under this Contract and (2) inspections of all
places where work is undertaken in connection with this Contract. Contractor shall keep its books and
records available for this purpose for at least 3 years after this Contract terminates. This provision does
not affect the applicable statute of limitations.
K. Enforcement
HARC or its’ designee may enforce all legal rights and obligations under this Contract without
further authorization. Contractor shall provide to HARC or its’ designee all documents and records that
s/he requests to assist in determining Contractor's compliance with this Contract, with the exception of
those documents made confidential by federal or State law or regulation.
L. Ambiguities
If any term of this Contract is ambiguous, it shall not be construed for or against any party on the
basis that the party did or did not write it.
M. Survival
Contractor shall remain obligated to HARC under all clauses of this Contract that expressly or by
their nature extend beyond the expiration or termination of this Contract, including but not limited to,
the indemnity and professional liability insurance provisions.
N. Publicity
Contractor shall make no announcement or release of information concerning this Contract
unless the release has been submitted to and approved, in writing, by HARC which shall not be
unreasonably withheld.
O. Parties In Interest
This Contract does not bestow any rights upon any third party, but binds and benefits HARC and
Contractor only.
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P. Successors and Assigns
This Contract binds and benefits the Parties and their legal successors and permitted assigns;
however, this provision does not alter the restrictions on assignment and disposal of assets set out in the
following paragraph. This Contract does not create any personal liability on the part of any officer or
agent of HARC or LSCS.
Q. Business Structure and Assignments
Contractor shall not assign this Contract at law or otherwise or dispose of all or substantially all
of its assets without both HARC’s prior written consent. Nothing in this clause, however, prevents the
assignment of accounts receivable or the creation of a security interest as described in §9.406 of the
Texas Business & Commerce Code. In the case of such an assignment, Contractor shall immediately
furnish HARC with proof of the assignment and the name, telephone number, and address of the
Assignee and a clear identification of the fees to be paid to the Assignee.
Unless contemplated herein, Contractor shall not delegate any portion of its performance under
this Contract without HARC’s prior written consent.
R. Remedies Cumulative
Unless otherwise specified elsewhere in this Contract, the rights and remedies contained in this
Contract are not exclusive, but are cumulative of all rights and remedies which exist now or in the
future. Neither party may terminate its duties under this Contract except in accordance with its
provisions.
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Exhibit B Implementation Schedule
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Exhibit C
Key Personnel
Subcontractor’s Key Personnel
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Exhibit D Insurance Certificate(s)
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ATTACHMENT G
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS, that we
, a Corporation of the State of Texas, with home office and principal place
of business in , Texas, hereinafter called “Principal”, and
, a Corporation of the State of
, hereinafter called “Surety”, are held and firmly bound unto the
Houston Advanced Research Center (HARC) on behalf of Lone Star College System (LSCS) hereinafter called “Owner”, in the
amount of
($ ) Dollars for payment whereof the said principal and surety bind themselves and their heirs,
executors, administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal has entered into a certain contract with
the HARC to benefit the Owner, dated the day of , 2010, for the complete
construction on the property of the Owner, located in Harris County, Texas, of the work described as:
CONSTRUCTION OF DYNAMOMETER LABORATORY
AT 4800 RESEARCH FOREST DRIVE
which said Contract and Documents referred to therein is herein now referred to and made part hereof as fully and completely
as if copied in detail herein.
NOW, THEREFORE, the condition of this obligation is such that if said Principal shall well and truly and faithfully perform
all the undertakings, covenants, terms, conditions, and Contracts of said Contract, including, but not limited to, the faithful
performance of the work required in accordance with the Contract Documents, during the original term thereof and extension
thereof which may be granted by HARC and the Owner with or without notice to the Surety, and if said Principal shall satisfy
all claims and demands incurred under such contract and shall fully indemnify, defend, and save harmless HARC and the
Owner from all costs, damages and reasonable expenses which it may suffer by reason of failure so to do and shall fully
reimburse and repay HARC and the Owner all outlay and expenses, including attorney’s fees, which HARC and the Owner
may incur in making good any default, and shall reimburse and repay HARC and the Owner for all costs, including attorney’s
fees, which HARC and the Owner may incur in the prosecution or defense of any suit or proceeding arising out of the breach
or default of the Principal, then this obligation shall be void; otherwise, to remain in full force and effect.
The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or
additions to the terms of the Contract or to the work to be performed thereunder, or of the specifications accompanying the
same, shall in anywise affect its obligation on this bond, and it does hereby waive notice of such change, extensions of time,
alterations or additions to the terms of the Contract or to the work or to the specifications thereunder.
It is expressly provided that if any legal action shall be filed upon this bond, venue shall lie in Harris County, Texas.
Simultaneously with the execution of this Performance Bond, the parties hereto have executed a Payment Bond,
reference to which is made for all purposes. Nothing in this Performance Bond shall any way invalidate or nullify the
obligations of the parties as set forth in said Payment Bond.
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Provided, however, that this bond is executed pursuant to the provisions of Texas Government Code, Section 2253, et.
seq., and liabilities on this bond shall be determined in accordance with the provisions of said Section to the same extent as if
it were copied at length herein.
Provided, however, that nothing in the bond shall be construed to limit the rights of the beneficiaries of this Bond which
they might have under general, special or common law of the State of Texas not inconsistent with the terms hereof and not
inconsistent with the provisions of Section 2253.
IN TESTIMONY WHEREOF, the parties hereto have executed this instrument on this ________ day of
_____________________________, 2010.
SURETY PRINCIPAL
By By
Name Name
Title Title
Business Address Business Address
Telephone No. Telephone No.
Witness Witness
Name Name
Title Title
APPROVED AS TO FORM:
HOUSTON ADVANCED RESEARCH CENTER (HARC) for
LONE STAR COLLEGE SYSTEM (LSCS)
By
Name
Title
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Attachment H
PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS, that we
, a Corporation of the State of Texas, with home office and principal place
of business in , Texas, hereinafter called “Principal”, and
, a Corporation of the State of
, hereinafter called “Surety”, are held and firmly bound unto the Houston Advanced Research Center (HARC) on behalf of the
Lone Star College System (LSCS), hereinafter called “Owner”, for the use and benefit of all persons, firms and corporations
who may furnish material or perform labor upon the buildings or improvements hereinafter referred to, in the penal sum of
($ ) Dollars
(the Contract Price) for payment whereof the said principal and surety bind themselves and their heirs, executors,
administrators, successors and assigns, jointly and severally, firmly by these presents.
THE CONDITION OF THIS OBLIGATION IS SUCH, that whereas the Principal has entered into a certain contract with
the Houston Advanced Research Center (HARC) on behalf of the Owner, dated the day of , 2010, for the complete
construction on the property of the Owner, located in Harris County, Texas, of the work described as:
which said Contract and Documents referred to therein is herein now referred to and made part hereof as fully and completely
as if copied in detail herein.
NOW, THEREFORE, the condition of this obligation is such that if said Principal shall promptly make payment to all
persons, firms and corporations who may furnish material or perform labor in the prosecution of the work provided for in such
Contract, and extension or modification thereof, then this obligation shall be void; otherwise, to remain in full force and effect.
The said Surety, for value received, hereby stipulates and agrees that no change, extension of time, alterations or
additions to the terms of the Contract or to the work to be performed thereunder, or of the specifications accompanying the
same, shall in anywise affect its obligation on this bond, and it does hereby waive notice of such change, extensions of time,
alterations or additions to the terms of the Contract or to the work or to the specifications thereunder.
No final settlement between HARC, the Owner and the Contractor shall abridge the right of any beneficiary hereunder
whose claim may be unsatisfied, and it is expressly provided that if any legal action shall be filed upon this bond, venue shall
lie in Harris County, Texas.
Simultaneously with the execution of this Payment Bond, the parties hereto have executed a Performance Bond,
reference to which is made for all purposes. Nothing in this Payment Bond shall any way invalidate or nullify the obligations of
the parties as set forth in said Performance Bond.
Provided, however, that this bond is executed pursuant to the provisions of Texas Government Code, Section 2253, et.
Seq., and liabilities on this bond shall be determined in accordance with the provisions of said Section to the same extent as if
it were copied at length herein.
Provided, however, that nothing in the bond shall be construed to limit the rights of the beneficiaries of this Bond which
they might have under general, special or common law of the State of Texas not inconsistent with the terms hereof and not
inconsistent with the provisions of Section 2253.
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IN TESTIMONY WHEREOF, the parties hereto have executed this instrument on this ________ day of
_____________________________, 2010.
SURETY PRINCIPAL
By By
Name Name
Title Title
Business Address Business Address
Telephone No. Telephone No.
Witness Witness
Name Name
Title Title
APPROVED AS TO FORM:
HOUSTON ADVANCED RESEARCH CENTER (HARC) FOR
LONE STAR COLLEGE SYSTEM (LSCS)
By
Name
Title
Appendix: Tentative Scope of Work