Acceptance and Award TX01G-101116-GGCNATIONAL JOINT POWERS ALLIANCE®
Book 1 - Project Information, Instructions to Bidders and Execution Documents
National Joint Powers Alliance*
INDEFINITE QUANTITY CONSTRUCTION AGREEMENT
IFB NUMBER: TX01G-101116-GGC
GEOGRAPHIC AREA Dallas Fort Worth
This Agreement dated October 20. 2016 . by and between the National Joint Powers
Alliance, hereinafter referred to as NJPA and G2 General Contractors
at the following address 1918 University Business Dr.. Suite 505. McKinnev. TX 75071
hereinafter referred to as the CONTRACTOR.
WITNESSETH: NJPA and CONTRACTOR for the consideration hereafter agree as
follows:
ARTICLE 1. CONTRACT DOCUMENTS
A. Contract Documents: This Agreement; the IFB Documents; (Book 1 - Project
Information, Instructions to Bidders and Execution Documents; Book 2 - IQCC Standard
Terms and Conditions and General Conditions; Book 3 - Construction Task Catalog
(CTC), Book 4 - Technical Specifications) and Addenda thereto, the Bid Deposit, all
payment and performance bonds (if any), material and workmanship bonds (if any);
wage rate decisions and certified payroll records (if any); Notice of Award; all
modifications issued thereto, including Supplemental Work Orders/Change Orders and
written interpretations and all Purchase Orders and accompanying documents (Requests
for Proposals, Detailed Scopes of Work, Work Order Proposals, etc.) issued hereunder,
B. The terms and conditions of a Purchase Order issued by an NJPA Member in connection
with any Work Order, including supplemental technical specifications referenced therein,
shall govern.
C. The Contractor shall, within two (2) business days of receipt of a Purchase Order from
an NJPA Member, provide notification to NJPA or their designated representative of
each Purchase Order by forwarding a copy of the Purchase Order via email to
PO@EZIQC.com or via facsimile to (864) 233-9100.
D. The Contractor shall, within two (2) business days of sending an Invoice to an NJPA
Member, provide notification to NJPA or their designated representative of each Invoice
by forwarding a copy of the Invoice via email to lnvoice@EZIQC.com or via facsimile to
(864)233-9100.
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NATIONAL JOINT POWERS ALLIANCE®
Book 1 - Project Information, Instructions to Bidders and Execution Documents
ARTICLE 2. SCOPE OF WORK
A. The Contractor shall provide the services required to develop each Work Order in
accordance with the procedures for developing Work Orders set forth in the IQCC
Standard Terms and Conditions and the Contract Documents.
B. Each Work Order developed in accordance with this Agreement will be issued in
connection with a Purchase Order by an individual NJPA Member. The Purchase Order
will reference the Work Order and require the Contractor to perform the Detailed Scope
of Work within the Work Order Completion Time for the Work Order Price.
C. It is anticipated that the Contractor will perform Work primarily in the Geographic Area
set forth above. However, the parties may agree that the Contractor can perform Work in
a different Geographic Area at its current Adjustment Factors.
ARTICLE 3. THE AGREEMENT PRICE
A. This Agreement is an indefinite-quantity contract for construction work and services. The
Estimated Annual Value of this Agreement is $2.000.000. This is only an estimate
and may increase or decrease at the discretion of NJPA.
B. The Contractor shall perform any or all Tasks in the Construction Task Catalog for the
unit price appearing therein multiplied by the following Adjustment Factors:
C. The Contractor shall perform any or all Tasks in the Construction Task Catalog for the
unit price appearing therein multiplied by the following Adjustment Factors TO BE
ENTERED BY NJPA:
a. Normal Working Hours Prevailing Wage: Work performed from 7:00am until 4:00pm
Monday to Friday, except holidays. Contractor shall perform Tasks during Normal
Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment
Factor of:
1.2643
(Specify to four (4) decimal places)
b. Other Than Normal Working Hours Prevailing Wage: Work performed from 4:00pm
to 7:00am Monday to Friday, and any time Saturday, Sunday and Holidays.
Contractor shall perform Tasks during Other Than Normal Working Hours for the
Unit Price set forth in the CTC multiplied by the Adjustment Factor of:
1.3184
(Specify to four (4) decimal places)
c. Normal Working Hours Non Prevailing Wage: Work performed from 7:00am until
4:00pm Monday to Friday, except holidays. Contractor shall perform Tasks during
Normal Working Hours for the Unit Price set forth in the CTC multiplied by the
Adjustment Factor of:
1.2643
(Specify to four (4) decimal places)
d. Other Than Normal Working Hours Non Prevailing Wage: Work performed from
4:00pm to 7:00am Monday to Friday, and any time Saturday, Sunday and
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NATIONAL JOINT POWERS ALLIANCE®
Book 1 - Project Information, Instructions to Bidders and Execution Documents
Holidays. Contractor shall perform Tasks during Other Than Normal Working
Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of:
1.3184
(Specify to four (4) decimal places)
e. Non Pre-priced Adjustment Factor: To be applied to Work deemed not to be
included in the CTC but within the general scope of the work:
1.2643
(Specify to four (4) decimal places)
ARTICLE 4. TERM OF THE AGREEMENT
A. The base term shall be one year with three one year options. The total term of the
Contract shall not exceed four years (unless extended by NJPA per the Terms of this
Contract). The Contractor may withdraw from the Agreement on each anniversary of the
award, provided that the Contractor gives 60 Days written notice of its intent to withdraw.
NJPA may, for any reason, terminate this Agreement at any time.
B. All Purchase Orders issued during a term of this Agreement 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 term has expired. All terms
and conditions of the Agreement apply to each Purchase Order.
ARTICLE 5. SOFTWARE LICENSING
A. NJPA selected The Gordian Group's (Gordian) software, data and services (IQCC System)
for their IQCC program. The system includes Gordian's proprietary ezlQC, eGordian
and Bid Safe IQCC applications (IQCC Applications) and construction cost data
(Construction Task Catalog), which shall be used by the Contractor to prepare and submit
Price Proposals, subcontractor lists, and other requirements specified by NJPA and
NJPA Members. The Contractor's use, in whole or in part, of Gordian's IQCC
Applications and Construction Task Catalog and other proprietary materials provided by
Gordian for any purpose other than to execute work under this Contract for NJPA and
NJPA Members is strictly prohibited unless otherwise stated in writing by Gordian. The
Contractor hereby agrees to abide by the terms of the following IQCC System License:
ARTICLE 6. IQCC SYSTEM LICENSE
A. Gordian hereby grants to the Contractor, and the Contractor hereby accepts from Gordian
for the term of this Contract or Gordian's contract with NJPA, whichever is shorter, a
non-exclusive right, privilege, and license to Gordian's proprietary IQCC System and
related proprietary materials (collectively referred to as "Proprietary Information") to be
used for the sole purpose of executing Contractor's responsibilities to NJPA and NJPA
Members under this Contract ("Limited Purpose"). The Contractor hereby agrees that
Proprietary Information shall include, but is not limited to, Gordian's IQCC Applications
and support documentation, Construction Task Catalog, training materials, marketing
materials and any other proprietary materials provided to Contractor by Gordian. In the
event this Contract expires or terminates as provided herein, or the Gordian's contract
with NJPA expires or terminates, this IQCC System License shall terminate and the
Contractor shall return all Proprietary Information in its possession to Gordian.
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NATIONAL JOINT POWERS ALLIANCE®
Book 1 - Project Information, Instructions to Bidders and Execution Documents
B. Contractor acknowledges that Gordian shall retain exclusive ownership of all proprietary
rights to the Proprietary Information, including all U.S. and international intellectual
property and other rights such as patents, trademarks, copyrights and trade secrets.
Contractor shall have no right or interest in any portion of the Proprietary Information
except the right to use the Proprietary Information for the Limited Purpose set forth
herein. Except in furtherance of the Limited Purpose, Contractor shall not distribute,
disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer,
provide access to, use or sell, directly or indirectly (including in electronic form), any
portion of the Proprietary Information.
C. Contractor acknowledges and agrees to respect the copyrights, trademarks, trade
secrets, and other proprietary rights of Gordian in the Proprietary Information during and
after the term of this Agreement, and shall at all times maintain complete confidentiality
with regard to the Proprietary Information provided to Contractor, subject to federal, state
and local laws related to public disclosure. Contractor further acknowledges that a
breach of any of the terms of this Agreement by Contractor will result in irreparable harm
to Gordian for which monetary damages would be an inadequate remedy, and Gordian
shall be entitled to injunctive relief (without the necessity of posting a bond) as well as all
other monetary remedies available at law or in equity. In the event that it becomes
necessary for either party to this IQCC System License to enforce the provisions of this
Agreement or to obtain redress for the breach or violation of any of its provisions,
whether by litigation, arbitration or other proceedings, the prevailing party shall be
entitled to recover from the other party all costs and expenses associated with such
proceedings, including reasonable attorney's fees.
D. In the event of a conflict in terms and conditions between this IQCC System License and
any other terms and conditions of this Contract or any Work Order, Purchase Order or
similar purchasing document (Purchase Order) issued by NJPA or an NJPA Member,
this IQCC System License shall take precedence.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and
year first above written.
By: National Joint Powers Alliance
Print Name
Authorized Signature
Print Name
Contract Number: _ (assigned by NJPA)
36 Section Three - Bid Forms September 2016