Form No. OGC S – 99 - 23  

 

UNIVERSITY OF HOUSTON SYSTEM

Office of Facilities Planning and Construction

 

CONTRACT FOR PROFESSIONAL SERVICES

 

Contract No.                                                                                       Account No.                           

 

********************************************************************

 

(PROJECT NAME)

Project No.                             

 

 

            THIS AGREEMENT, made this             day of __________, 19__, by and between the UNIVERSITY OF HOUSTON SYSTEM (hereinafter, "UNIVERSITY"), an agency of the State of Texas pursuant to Chapter 111, Texas Education Code, and,

 

 

CONTRACTOR NAME

ADDRESS

CITY, STATE ZIP CODE

 

hereinafter referred to as CONTRACTOR, to perform the following services:

 

            1.         SCOPE OF WORK:

 

 

 

Subject only to the following conditions:

 

            2.         COMPENSATION:  CONTRACTOR’s compensation will be a charge for services as defined below, plus Reimbursable Expenses, as defined below:

 

                        A:         CONTRACTOR’s  compensation shall be (1) an hourly rate not to exceed (2) the a lump sum amount of __________ dollars and  ___ cents ($___________).

                                   

                        B:         Reimbursable Expenses:  Not to Exceed $                     , which will include but not be limited to the following:.

 

                                    1)         Expense of transportation and living when traveling in connection with the project, at the University's prior request, for other than regular trips within the Houston Metropolitan area.

 

                                    2)         Actual cost for long distance calls and/or Telex charges in connection with the project.

 

                                    3)         Actual cost of printing and copying in connection with the project.

 

                                    The above costs will be processed for reimbursement upon receipt of original invoice or other acceptable verification.

 

            C:         The CONTRACTOR will invoice the UNIVERSITY monthly for unpaid compensation earned under this Agreement. Invoices shall reference Contract No.                                      and Account No.                                 .

 

                                    The UNIVERSITY agrees to promptly process for payment to CONTRACTOR each invoice, as approved by the UNIVERSITY, upon receipt.

 

            3.         SCHEDULE:  The work to be performed under this contract shall be commenced on ______ and shall be completed within                   calendar days. CONTRACTOR agrees that the aforesaid completion date is a material consideration in the award of this contract, and in default of completion by the aforesaid date, CONTRACTOR shall pay to the UNIVERSITY liquidated damages in the amount of $___________ for each day completion is not reached.

                         of the date of this agreement.

 

            4.         DELAY:           Should the CONTRACTOR be delayed in the prosecution or completion of the WORK by other contractors employed by the UNIVERSITY,  or by any damage caused by fire, weather conditions or casualty for which the CONTRACTOR is not responsible, or by general strikes or lockouts caused by reason of any or all of the causes aforesaid, an extended period shall be determined and fixed at the sole discretion of the UNIVERSITY; but no such allowance shall be made unless a claim therefore is presented in writing to the UNIVERSITY within ten (10) days of the occurrence of such delay.  Contract time may be extended only through a written change order.   

 

            5.         OWNERSHIP OF DOCUMENTS: All documents, including original drawings, estimates, specifications, field notes and data are and shall remain property of the UNIVERSITY.  The CONTRACTOR will be furnished reproducible copies of such drawings and other documents needed for implementation of the required work.  The UNIVERSITY and CONTRACTOR agree that these drawings and documents will be used solely in connection with the assignment covered by this Agreement and for no other purpose without prior negotiation.

 

6.                  5.         INDEMNITY: To the fullest extent permitted by law, the  CONTRACTOR shall indemnify and hold harmless the UNIVERSITY OF HOUSTON SYSTEM BOARD OF REGENTS, the UNIVERSITY OF HOUSTON, the UNIVERSITY OF HOUSTON SYSTEM, the UNIVERSITY OF HOUSTON-CLEAR LAKE, the UNIVERSITY OF HOUSTON-DOWNTOWN, and the UNIVERSITY OF HOUSTON-VICTORIA, their agents, employees, officers, administrators, component institutions, successors and assigns from and against all claims, injuries, damages, losses, costs, expenses and liability, including but not limited to reasonable attorneys’ fees, whether arising before, during or after completion of the CONTRACTOR’S work, caused by or arising out of or resulting from performance of work, of whatever nature, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any act or omission by the CONTRACTOR, and subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, but only to that extent, proportion or degree that the claims, damages, losses and expenses are attributable to the act or omission of the CONTRACTOR or its subcontractors.

 

            7.         INSURANCE:    Prior to commencing performance, the Contractor shall secure, and maintain in force until final acceptance of the project, the following kinds of insurance in the following amounts:

 

                                TYPE OF COVERAGE                                         LIMITS OF LIABILITY

 

                                Worker's Compensation                                     Statutory Limit - State of Texas

                                               

                                Employer's Liability

                                Bodily Injury By Accident                                 $500,000 Ea. Accident

                                Bodily Injury By Disease                                    $500,000 Ea. Employee

                                Bodily Injury By Disease                                    $500,000 Policy Limit

 

                                Commercial General                                             $1,000,000 Ea. Occurrence/ $2,000,000 Aggregate

                                Liability

                                        Includes:  Comprehensive Form

                                        Premises/Operations

                                        Underground Explosion & Collapse Hazard

                                        Products/Completed Operations

                                        Contractual Independent Contractors

                                        Broad Form Property Damage

                                        Personal Injury

                                        Fire Damage                                                  Any One Fire                $500,000

                                        Medical Expense                                          Any One Person          $20,000

               

                                               

                               

                                Owner’s Protective Liability                               $1,000,000 Ea. Occurrence

 

                                Comprehensive Auto Liability                           $1,000,000 Combined  Single Limit

 

                                Professional Liability                                           $1,000,000500,000(if applicable)

 

                                                                Umbrella Coverage                                                              When specified by the University , the Contractor may provide the following minimum coverage limits, as recommended by the advice and counsel of the Contractor’s insurance provider:

 

·         When contract amount equals less than $5,000,000.  Excess or Umbrella Policy of $1,000,000.

·         When contract amount exceeds $5,000,000.  Excess or Umbrella Policy of $5,000,000.

NOTE:  Limits of Liability stated above are reduced 50% if the total sum of the Contract is $25,000 or less.

 

                               

                                The University and the UNIVERSITY OF HOUSTON SYSTEM shall, with the exception of Workers Compensation, Employers Liability and Professional Liability, be named as an additional insured under each of the above policies , and the Contractor and its insurer agree to provide  a complete under the policies, as well as a waiver of subrogation against the University. Certificates of Insurance evidencing the proper coverage must shall be provided and accepted by the University prior to the start of work and any change in coverage must be reported 30 days prior to taking effect. The insurance carrier must be an “A +” rated carrier.  The CONTRACTOR’S policy must also state that it is primary over any other available insurance that it may carry.

 

                        The Contractor agrees that all work on the project pursuant to this contract shall be at the CONTRACTOR’S exclusive risk until final and complete acceptance thereof by the University, and  in case of any loss or damage thereto, in whole or in part, prior to such acceptance, however cause, such loss and/or damage shall be borne by the Contractor.

 

66.            RELATIONSHIP OF THE PARTIES: It is agreed and understood that the Contractor is an independent contractor and not an agent or employee of the University.  Nothing in this Contract shall be construed to create a joint venture, partnership, association, or like relationship between the parties.

INDEMNITY:     To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the University of Houston SYSTEM Board of Regents, the University of Houston, the University of Houston System, the University of Houston-Clear Lake, the University of Houston-Downtown, and the University of Houston-Victoria, their agents and employees, from and against all claims, damages, losses and expenses, including but not limited to reasonable attorneys’ fees, arising out of or resulting from performance of work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the work itself) including the loss of use resulting therefrom, and (2) is caused in whole or in part by any negligent act or omission by the Contractor, any subcontractor, or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, but only to that extent, proportion or degree that the claims, damages, losses and expenses are attributable to the negligence act or omission of the Contractor or its subcontractors.”

 

            7.         TERMINATION:        The UNIVERSITY reserves and has the right and privilege of canceling, suspending, or abandoning the execution of all or any service in connection with this Agreement at any time upon seven days (7) written notice to the CONTRACTOR.  The CONTRACTOR may terminate this Agreement upon seven days (7) written notice to the UNIVERSITY should the UNIVERSITY substantially fail to perform their obligations under the terms of this Agreement.  The UNIVERSITY’s liability in case of early termination will be limited to paying for the work already performed and the expenses already incurred as of the date of the termination, less any and all foreseen or unforeseen damages sustained by the UNIVERSITY as a result of any default or consequence of termination..

 

            8.            SUCCESSORS AND ASSIGNS:            It is agreed and understood that the Contractor is an independent contractor and not an agent or employee of the University. 

 

            8.         SUCCESSORS AND ASSIGNS: The UNIVERSITY and CONTRACTOR each binds himself, and his partners, successors, executors, administrators and assigns to the other party of this Agreement and to the partners, successors, executors, administrators and assigns of such other party in respect to all covenants of this Agreement..  Neither the UNIVERSITY nor The CONTRACTOR shall not assign, sublet or transfer his interest in this Agreement without written consent of the UNIVERSITYother. Nothing herein shall be construed as giving any rights or benefits hereunder to anyone other than the UNIVERSITY and CONTRACTOR.

 

            99.         INVALIDATION:       If this Agreement is not executed by CONTRACTOR within 10 days, it shall become invalid unless the UNIVERSITY extends the time in writing.  

 

            100.       CORPORATE FRANCHISE TAX:     Contractor (or "Seller" or other designation of contracting party) certifies that, upon the effective date of this agreement, either (1) it is not delinquent in payment of State of Texas corporate franchise taxes, or (2) it is not subject to the payment of such taxes.  Contractor (or other designation of contracting party) agrees that any false statement with respect to franchise tax status shall be a material breach hereof, and the university shall be entitled to terminate this Agreement upon written notice thereof to Contractor (or other designation).

 

111.       COMPLIANCE:          Contractor agrees to abide by and perform the work under this Contract in compliance with all applicable City, State of Texas and Federal laws, rules, regulations and policies.  While on the premises of the System or its components, Contractor agrees to abide by the policies and procedures of the System and it’s components relative to conduct on its premises.

 

            12.       VENUE:          It is mutually agreed by the parties that if litigation should arise concerning all or any part of this contract, venue shall lie in Harris County, Texas.

 

            13.       MISCELLANIOUS:   

 

(a.)       The Contractor agrees to execute the affidavit (Attachment A) regarding Child Support Certification.

 

             (b.)     Nothing in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against the UNIVERSITY. It is agreed by the UNIVERSITY and the CONTRACTOR that this Agreement is intended for the benefit of UNIVERSITY and CONTRACTOR only and not for the benefit of architects, engineers, contractors, subcontractors, including suppliers or any of their employees or agents, or any other person.

 

  

(c.)        This Agreement shall be governed by the laws of the State of Texas.

 

 (d.) 12. MODIFICATIONS:    This instrument contains the entire Agreement between the UNIVERSITY and the CONTRACTOR and can be modified only by written instrument signed by authorized representatives of the UNIVERSITY and the CONTRACTOR.

 

EXECUTED in the year and day referenced first above mentioned.

 

 

 

 

 

 

UNIVERSITY OF HOUSTON SYSTEM                   CONTRACTOR

 

                                                                                                                                                                                                                                                                       

                                                                                                                                                           

 

BBy                                                                                By                                                                   

[Name of Appropriate Contracting Officials][1]

    [Title]James T. Hale

Associate Vice Chancellor/Associate Vice President                                                                                                                                                           

________________________Facilities and Planning                                                                                    (Title)

Date          

                                                                                     (Title)

                                                                                                                                                                    

                                                            Date                                                                                                ( Date)

                                                                                                                                                           

                                                                                    (Tax Identification Number)

By          

James R. Berry, A.I.A.

Executive Director

Facilities and Planning

 

          

Date

 

 

 

 

 

OGC Form No. S-99-23

Approved for use as a Standard Agreement by

the  University of Houston System Office of General Counsel on 6/3/99

Note:  Modification of this Form requires approval of OGC.

        

 

 

Attachment:  Child Support Certification

 

__________________________________ 

Authorized Signature

Title

Component

 

Date:   

 

Approved as to Form on :                                               

Attachment:  Child Support Certification

 

 

 

 

ATTACHMENT A

 

 

 

AFFIDAVIT

ATTACHMENT A

 

 

AFFIDAVIT

CHILD SUPPORT CERTIFICATION

 

TEXAS FAMILY CODE, SECTION 23182

INELIGIBILITY TO RECEIVE STATE GRANTS, LOANS, OR RECEIVE PAYMENT ON STATE CONTRACTS

 

“A child support obligor who is more than 30 days delinquent in paying child support, and a business entity in which the obligor is a sole proprietor, partner, shareholder, or owner with an ownership interest of at least 25 percent is not eligible to receive payments from state funds under a contract to provide property, materials or services; or receive a state - funded grant or loan until:

 

            1.         All arrears have been paid; or

 

            2.         The obligor is in compliance with a written repayment agreement or                                                       court order as to any existing delinquency.

 

 

CERTIFICATION STATEMENT

 

Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate.

 

I, the undersigned, hereby certify that I am in compliance with the Texas Family Code, Section 231.006.

 

 

Applicable Signatures             % Owned         Social Security Number          Date

 

___________________ _______   ___________________ ___________

 

___________________ _______   ___________________ ___________

 

___________________ _______   ___________________ ___________


[1] Please consult University of Houston System Board of Regents Policy No. 47.01, System Administrative Memorandum 01.B.05  and specific Chancellor delegation(s) to determine the appropriate official(s) with authority to bind the University of Houston System.