DRAFT AGREEMENT for MISCELLANEOUS CIVIL ENGINEERING SERVICES on PROJECTS OF LIMITED SCOPE

Transcription

1 DRAFT AGREEMENT for MISCELLANEOUS CIVIL ENGINEERING SERVICES on PROJECTS OF LIMITED SCOPE MDACC Agreement No.: This Agreement is made as of, 20 (the Effective Date ), by and between: The Owner: The University of Texas M. D. Anderson Cancer Center 1515 Holcombe Boulevard Houston, Texas and Engineer: This Agreement is for the provision of miscellaneous engineering and technical support services for projects of limited scope, to be performed on a non-exclusive, indefinite quantity basis, as requested by the Owner in accordance with the terms of this Agreement. Engineer represents that he has the knowledge, ability, skills and resources to provide such services in accordance with the terms and requirements of this Agreement. The Owner and the Engineer agree as follows: ARTICLE 1 TERM OF AGREEMENT 1.01 Initial Term: This initial term of this Agreement shall begin on the effective date and shall expire twenty-four (24) months after that date unless renewed or terminated in accordance with the terms of the Agreement Renewal Option: The Owner has the option to renew this Agreement term for one (1) thirty-six (36) month period upon written notice to the Engineer at least sixty (60) days prior to the expiration of the initial term. Page 1 of 19 Agreement Limited Scope Indefinite Quantity ses

2 1.03 Completion of Work in Progress: The Owner has the option to extend the term of this Agreement, or any renewal period, as necessary for Engineer to complete work on any project approved by the Owner prior to the expiration of the Agreement. ARTICLE 2 MAXIMUM AUTHORIZED CONTRACT SUM 2.01 Contract Sum: The overall maximum value of this contract is indefinite, subject to the contractual authority delegated by the Board of Regents to the Owner s representative. Allowable fees for each specifically authorized project will be established in an Authorization to Commence Work issued by the Owner. Invoices for authorized work performed by the Engineer shall not exceed the fees established for any portion of authorized work. Established fee amounts shall not be increased except by written amendment to a previously issued Authorization to Commence Work executed by the Owner and the Engineer No Minimum Amount of Work: Owner makes no representations regarding the amount or type of services, if any, that Engineer will be asked to provide to Owner during the term(s) of this Agreement. It is expressly understood that the Owner is under no obligation to request any services from Engineer and no minimum amount of work is required or contemplated under this Agreement. All service requests will be made by the Owner on an as-needed basis, subject to future agreement on the scope of the work and the fee. ARTICLE 3 SCOPE OF WORK 3.01 In General: The Engineer agrees to provide Engineering and technical services on a perproject basis as requested by the Owner in accordance with the terms of this Agreement. These services are generally described as, but are not limited to: Professional Civil Engineering Services Paving, Grading, and Other Site Work including Programming Infrastructure Equipment Replacement and New Installations Technical Studies and Reports Exterior Restorations and Waterproofing Engineering Work Associated with Utilities Life Safety System Work ADA Upgrades and Inspections Maintenance Projects 3.02 Project Scope: The specific scope of work for each project shall be determined in advance and in writing between the Owner and the Engineer. Page 2 of 19 Agreement Limited Scope Indefinite Quantity ses

3 3.03 Project RFP: The Owner may prepare a Project Request for Proposal ( Project RFP ) identifying the project and describing, in general, the intended scope and character of the project, the preliminary cost estimate and schedule for the project, and the basic services to be provided by the Engineer for the project Project Proposal: The Engineer shall provide Owner with a written Project Proposal prior to performing services. The Project Proposal shall include the following: a. A narrative description of Engineer s understanding of the project scope of work; b. A detailed statement of the basic and additional services anticipated for the project, including a list of deliverables; c. A description of particular phases of the scope of the work, if applicable; d. A Fee Proposal detailing: 1. the total fee for providing the basic services expressed as a Not to Exceed amount; 2. the total fee for providing additional services expressed as a Not to Exceed amount; and 3. the total anticipated amount for reimbursable expenses; e. A proposed date to commence the work; f. A list of all consultants, persons and firms that Engineer proposes to use in the performance of Engineer s scope of work; g. A schedule of hourly billing rates for any consultants that Engineer proposes to use in the performance of Engineer s scope of work; h. A HUB Subcontracting plan, if required; i. Any qualifications or conditions applicable to the Project Proposal; and j. A summary statement of the amount of all previous proposals entered into under this Agreement to date Project Proposal Review: The Owner and the Engineer shall review Engineer s Project Proposal and negotiate any changes, clarifications or modifications thereto. The Engineer shall submit a revised Project Proposal incorporating any changes, clarifications or modifications made in the review process. The Owner may accept, reject or seek modification of any Project Proposal Notice to Proceed: Upon approval of a Project Proposal by the Owner, the Owner shall issue a written Notice to Proceed. The Notice to Proceed authorizes the Engineer to begin the work identified in the Project Proposal on the date specified in the Notice. The Notice to Proceed shall include a Purchase Order number specific to the project. ARTICLE 4 ENGINEER S GENERAL SERVICES AND RESPONSIBILITIES 4.01 Project Engineer: The Engineer shall manage the Engineer s services and administer any project authorized pursuant to this Agreement. The Engineer shall provide and/or Page 3 of 19 Agreement Limited Scope Indefinite Quantity ses

4 coordinate the basic services necessary and reasonably inferable for the complete performance of any project authorized pursuant to this Agreement Standard of Care: Engineer agrees to use its best professional efforts, skill, judgment, and abilities to perform Engineer's services in an expeditious and timely manner as is consistent with professional standards of care and the orderly progress of any project authorized pursuant to this Agreement. Engineer shall at all times provide a sufficient number of qualified personnel to accomplish Engineer's services within the time limits set forth in the schedule Compliance with Laws: Engineer shall endeavor to perform Engineer's Services in compliance with all applicable national, federal, state, municipal, and State of Texas laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction over the Project Existing Conditions: Engineer shall use reasonable efforts to verify the accuracy and suitability of any drawings, plans, sketches, instructions, information, requirements, procedures, requests for action, and other data supplied to Engineer by Owner, or any other party, that Engineer uses for the Project Correction of Work: Engineer's services shall be reasonably accurate and free from material errors or omissions. Upon notice, Engineer shall promptly correct any known or discovered error, omission, or other defect without any additional cost or expense to Owner Phasing: The Engineer shall not proceed beyond any previously authorized phase of the work for a project unless authorized by the Owner in writing, except at the Engineer s own financial risk. Applicable phases of the scope of work shall be identified in the Project Proposal Representative: Engineer shall designate a representative primarily responsible for Engineer's services under this Agreement. The designated representative shall act on behalf of Engineer with respect to all phases of Engineer's services and shall be available as required for the benefit of any project and the Owner. The designated representative shall not be changed without prior approval of the Owner, which approval shall not be unreasonably withheld Documentation: The Engineer shall fully document its project activities, in drawings, reports or other methods as appropriate to the scope of work and as identified in the Project Proposal. The Engineer shall bear the cost of providing all plans and other documents used by the Engineer and its consultants. ARTICLE 5 THE OWNER'S RESPONSIBILITIES 5.01 Project Program: The Owner may provide a Project RFP setting forth the Owner s description of the project scope; Owner s Design Guidelines; preliminary project budget; schedule; Page 4 of 19 Agreement Limited Scope Indefinite Quantity ses

5 objectives, characteristics and constraints; and a description of the basic services to be provided by the Engineer for the project Representative: The Owner will designate a Project Manager as its representative authorized to act in the Owner's behalf with respect to the Project. The Owner designates the Associate Vice President, Capital Planning and Management or designee as its representative for the purpose of administering this contract Special Information: The Owner shall furnish available property, boundary, easement, right-of-way, topographic and utility surveys; plans and specifications; and special data and conditions relevant to the project. Owner shall furnish other special investigations of the Project site as requested by the Engineer and as reasonably necessary for the Project. Engineer shall exercise reasonable care in relying upon this information in the performance of its services under this Agreement. Owner makes no warranties or representations as to the accuracy or suitability of information provided to the Engineer by the Owner or by others Entry on Land: The Owner shall assist Engineer in gaining entry to state owned or controlled property as necessary for Engineer to perform its services under this Agreement Administrative Services: The Owner shall furnish all legal, accounting, auditing and insurance counseling services that it requires for the Project Review of Work: The Owner will review the Engineer's documents at the completion of each stage of development as described in the Project Proposal. Owner s review comments or decisions regarding the documents will be furnished to the Engineer in a reasonably prompt manner. The Owner will notify the Engineer in writing of any material error or omission or other defect in the project or any conflict in the contract documents that the Owner becomes aware of, but Owner shall have no obligation or duty to investigate whether such faults, defects, or conflicts exist Time for Response: The Owner shall furnish required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the Engineer's services and of the Work. ARTICLE 6 ACCEPTANCE OF WORK 6.01 Owner's Satisfaction: All work performed under this Agreement shall be completed to the satisfaction of the Owner s representative assigned to the project. The Owner s representative shall decide all questions regarding Engineer s performance under the Agreement and such decisions shall be final and conclusive Correction of Work: Should Engineer s services not conform to the requirements of this Agreement and the Project Proposal as determined by the Owner s Page 5 of 19 Agreement Limited Scope Indefinite Quantity ses

6 representative, Owner may order the Engineer to re-perform such services at no additional expense to the Owner or deduct the fees for such services from any other fees payable to the Engineer Liability: Owner s approval or acceptance of Engineer's services will not release Engineer from any liability for such services because Owner is, at all times, relying upon Engineer's skill and knowledge in performing Engineer's services. ARTICLE 7 COMPENSATION FOR SERVICES RENDERED 7.01 Owner s Approval Required: Owner agrees to pay Engineer for those services rendered at Owner's specific request, in advance and in writing Schedule of Billing Rates: Attached as Exhibit A, and incorporated herein, is Engineer s Schedule of Billing Rates, including hourly billing rates and/or per service billing rates as applicable. The Billing Rates include all costs for any identified services and the Engineer shall not be entitled to any additional compensation for providing those services. The Schedule of Billing rates shall remain in full force and effect for the term of this Agreement, including all renewal periods U.T. System Fee Schedule: Any reference to the U.T. System Fee Schedule corresponds to its most current version, as approved by The University of Texas System Board of Regents, and is attached as Exhibit O to this Agreement Basic Services: In general, Basic Services associated with this Agreement may include one or more of the following: (1) professional engineering services required to design and develop construction contract documents for minor facility renovation and minor new construction projects; (2) professional services to assist Owner solicit competitive sealed bids, to obtain pricing under a Job Order Contract, or services to assist Owner administer the construction contract during the construction phase of the project; and (3) engineering services as defined in project-specific R.F.P. s. For Basic Services rendered in connection with any project authorized pursuant to this Agreement, Engineer shall be compensated on an hourly rate basis or on a per-service fee basis in accordance with Engineer s Project Proposal, up to the maximum Not to Exceed amount approved in Engineer s Project Proposal. a. In no event shall the total compensation paid to the Engineer for Basic Services on an individual project exceed the allowable rate established by the U.T. System Fee Schedule. b. For purposes of determining the maximum Basic Services fee permitted under the U.T, System Fee Schedule and this Agreement, rates for Basic Services shall be computed as Construction Cost times the interpolated fee percentage from the U.T. System Fee Schedule. Page 6 of 19 Agreement Limited Scope Indefinite Quantity ses

7 c. For purposes of determining the maximum Basic Services fee permitted under the U.T, System Fee Schedule and this Agreement, the Construction Cost amount shall the be Base Bid amount, exclusive of all elements of the project not designed or specified by the Engineer, submitted by the construction contractor for whichever construction contract methodology is employed. The Construction Cost shall be exclusive of any alternate bids or pricing or any cash allowances. Services associated with the development of alternate bids or pricing shall be compensated as Addition Services Additional Services: Additional Services are those services which shall be provided if authorized or confirmed in writing by the Owner and for which compensation will be provided as described in this Agreement in addition to Basic Compensation. For approved Additional Services provided in connection with any project authorized by this Agreement, Engineer shall be compensated on an hourly rate basis or on a per-service fee basis in accordance with Engineer s Additional Services Proposal, up to the maximum Not to Exceed amount approved in Engineer s Additional Services Proposal. Prior to commencing any Additional Service, Engineer shall prepare for acceptance by the Owner an Additional Services Proposal, in the form attached hereto as Exhibit C, or other format as directed by Owner, which shall describe in detail the nature or scope of the Additional Services, the basis upon which Engineer has determined that such service are Additional Services, and which shall set forth the maximum amount of fees and reimbursable expenses for which Project Engineer is prepared to perform such Additional Services, together with a proposed schedule for the performances of such Additional Service. Project Engineer shall proceed only after written acceptance by Owner of the Additional Services Proposal Consultant Costs: Unless approved in advance by the Owner, Engineer shall pay for all consultant services and costs associated with his services under this Agreement, whether basic services or additional services, out of his fees. Owner is not responsible for any such consultant fees or costs unless otherwise agreed to in writing. ARTICLE 8 REIMBURSABLE EXPENSES 8.01 Reimbursable Expenses: Reimbursable Expenses are in addition to the Compensation for Basic Design Services and Additional Services. These include actual out-ofpocket reasonable expenditures made by the Engineer and the Engineer s employees and design consultants incurred solely and directly in connection with the Project Team s performance of its Design Services hereunder for the following expenses: a. Fees paid for securing approval of authorities having jurisdiction over the Project for design phase services. Page 7 of 19 Agreement Limited Scope Indefinite Quantity ses

8 b. Professional models, mockups, photography and renderings related to building design as requested by the Owner. c. When expressly directed and approved in advance by the Owner, reproductions, printing, binding, collating and handling of reports, drawings, specifications, and associated shipping and mailing, or other project-related work product, other than that used solely in-house for Project Team and its consultants or for project progress/review meetings. d. Expense of any additional insurance coverage or limits, requested by the Owner in, addition to the coverage required by the contract. e. Expense of transportation and living expenses in connection with out-of-state travel approved in advance in writing by the Owner and directly associated with the Project will be reimbursed in accordance with the Owner s Current Employee s Travel Policy. The Owner s Current Employee s Travel Policy is attached as Exhibit M, Rider 107. Unless expressly directed, and approved in advance, by the Owner, transportation (including mileage and parking expenses) and living expenses incurred within the State of Texas will not be reimbursed. f. Expenses not allowed for reimbursement include telephone charges, FAX service, alcoholic beverages, laundry, valet service, entertainment or any non-project related items. Tips are included within the per diem allowances Compensation for Reimbursable Expenses: The Engineer and its employees and consultants, shall be compensated for the actual, out-of-pocket, reasonable costs for all approved Reimbursable Expenses that are incurred solely and directly in connection with the performance of the Engineer s services and duties under this Agreement or in the interest of any particular project. Engineer shall submit receipts for all reimbursable expenses along with any reimbursement request. Owner shall not pay a mark-up on Reimbursable Expenses. Unless expressly directed and approved in advance in writing by Owner, Engineer shall not invoice Owner for any Reimbursable Expense which is not listed in Article Proposal Costs Not Recoverable: Engineer is solely responsible for any expenses or costs, including expenditures of time, incurred by the Engineer and its employees and consultants in the development of Project Proposals or Additional Services Proposals. Such expenses or costs are not Reimbursable Expenses. ARTICLE 9 INVOICING 9.01 Monthly Invoices: Engineer shall submit a monthly record or invoice of services performed under this Agreement identifying all fees earned and reimbursable expenses incurred Page 8 of 19 Agreement Limited Scope Indefinite Quantity ses

9 in the previous month. Invoices shall be submitted in a format approved by the Owner and must contain at least the following information: a. Project Name and Work Order Number; b. Owner Agreement Number; c. Engineer s Tax Identification Number; d. Name of Project Manager; e. Identification of billing period, by calendar month, to which the invoice applies; f. Itemized description of services provided including the names, billing rates and amount of time per task expended by all persons who performed services on the project during the billing period. g. Completion status of project by percentage; h. Total amount of invoice; i. Total amount of prior invoices and maximum contract sum; j. Copy of all receipts in support of any reimbursable expenses invoiced; 9.02 Limited to Maximum Contract Sum: It is the responsibility of Engineer not to provide services or submit invoices that exceed the maximum contract sum. Services provided, and/or expenses incurred that exceed the maximum contract sum without Owner's written consent will be at Engineer s financial risk and Owner shall not be obligated to pay for any such services or expenses Prompt Payment: For purposes of Texas Government Code (a)(2), the date the performance of service is completed is the date when the Owner's representative approves the invoice. Payment of invoices shall be made within 30 days of Owner s approval Invoice Submittal: Invoices shall be submitted to: MD Anderson Cancer Center Accounts Payable Box 199 PO Box Houston, TX address: mdaccap@mdanderson.org 9.05 Exceptions to Payment: Regardless of any other provision of this Agreement, Owner shall not be obligated to make any payment requested by Engineer under this Agreement if any of the following conditions precedent exist: a. Engineer is in breach or default under this Agreement; b. The requested payment includes services not performed in accordance with this Agreement; provided, however, payment shall be made for the balance of the services that are performed in accordance with this Agreement; c. The total of Engineer s invoices exceed the maximum contract sum; Page 9 of 19 Agreement Limited Scope Indefinite Quantity ses

10 d. Engineer has failed to make payments promptly to consultants or other third parties used in connection with the services for which Owner has made payment to Engineer; e. Engineer becomes insolvent, makes a general assignment of its rights or obligations for the benefit of its creditors, or voluntarily or involuntarily files for protection under the bankruptcy laws; or f. If Owner, in its good faith judgment, determines that the balance of unpaid compensation is insufficient to complete the services required under this Agreement Partial Payment: No partial payment by Owner shall constitute or be construed as final acceptance or approval of any services or as a release of any of Engineer s obligations or liabilities with respect to such services Subcontractor Payment: Engineer shall promptly pay all bills for labor and material performed and furnished by others in connection with the performance of the services Final Payment and Release: The acceptance by Engineer or Engineer s successors of final payment under this Agreement, shall constitute a full and complete release of Owner from any and all claims, demands, and causes of action whatsoever that Engineer or Engineer s successors have or may have against Owner pursuant to this Agreement except those claims specifically identified in writing by Engineer as unsettled at the time of the final request for payment. ARTICLE 10 ENGINEER S ACCOUNTING RECORDS Engineer shall maintain records of costs, expenses and billings pertaining to services performed under this Agreement in accordance with generally accepted accounting principles. Such records shall be available to the Owner or the Owner's authorized representative at mutually convenient times for a period of at least three (3) years after expiration or termination of this Agreement. Owner shall have the right to audit and to verify the details set forth in Engineer s billings, certificates, and statements, either before or after payment. The terms of this paragraph shall survive any termination of the Agreement. ARTICLE 11 OWNERSHIP AND USE OF DOCUMENTS All documents prepared by the Engineer are instruments of service and shall remain the property of the Engineer. The Owner shall be permitted to retain copies, including reproducible copies, of all documents prepared by the Engineer for information and reference in connection with the Owner s use and occupancy of the project. Owner shall have an irrevocable, fully paid-up perpetual license and right, which shall survive the termination of this agreement, to use the documents, including the originals thereof, and the ideas and designs contained therein, for any Page 10 of 19 Agreement Limited Scope Indefinite Quantity ses

11 purpose. The documents shall not be used by the Engineer on other projects unless approved in writing by the Owner Submission or distribution to meet official regulatory requirements or for other purposes in connection with the project is not to be construed as publication in derogation of the Engineer s rights. ARTICLE 12 TERMINATION OF AGREEMENT Termination for Cause: This Agreement may be terminated by either party upon ten (10) days written notice should the other party fail substantially to perform in accordance with its terms through no fault of the terminating party and such failure is not fully cured prior to the expiration of the notice period Termination for Convenience: This agreement may be terminated for convenience by the Owner in whole or in part, upon at least ten (10) days written notice to the Engineer Compensation: In the event of termination not the fault of the Engineer, the Engineer shall be entitled to compensation for all services satisfactorily performed to the termination date, together with approved Reimbursable Expenses then due, provided Engineer delivers to Owner statements, accounts, reports and other materials as required for payment along with all reports, documents and other materials prepared by Engineer prior to termination. ARTICLE 13 DISPUTE RESOLUTION Government Code Chapter 2260 Controls: Engineer s claims for breach of this Agreement that are not resolved informally are governed by Texas Government Code, Chapter 2260, as it may be amended from time to time, unless preempted by other applicable law. The submission, processing and resolution of Engineer s claims is governed by rules adopted by the Texas Attorney General at 1 Tex. Admin. Code, Chapter 68, as currently effective or subsequently amended Owner s Representative: The Owner designates the Vice President, Operations and Facilities, as its representative in dispute resolution procedures. Page 11 of 19 Agreement Limited Scope Indefinite Quantity ses

12 ARTICLE 14 INSURANCE Owner's A. Contractor, consistent with its status as an independent contractor, will carry at least the following insurance in such form, with such companies and in such amounts (unless otherwise specified) as MD Anderson may require: (i) Worker's Compensation insurance with Statutory Limits, and Employer's Liability insurance for at least One Million Dollars ($1,000,000) per accident or disease. Policy must include All States Endorsement and a waiver of all rights of subrogation and other rights against MD Anderson. (ii) Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal and Advertising Injury, Completed Operations/Products Liability, Medical Expenses, Interest of Employees as additional insureds and Broad Form General Liability Endorsements, for at least One Million Dollars ($1,000,000) per occurrence on an occurrence basis. (iii) Comprehensive Auto Liability insurance covering all owned, non-owned or hired automobiles to be used by Contractor, with coverage for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage. B. Contractor will deliver to MD Anderson: (i) Documentation satisfactory to MD Anderson in its sole discretion, evidencing the existence of all such insurance promptly after the execution and delivery of this Agreement and prior to the performance or continued performance of any services to be performed by Contractor under this Agreement from or after the date of this Agreement; and (ii) Additional evidence, satisfactory to MD Anderson in its sole discretion, of the continued existence of all such insurance not less than thirty (30) days prior to the expiration of any such insurance. If, Contractor fails to pay any of the renewal premiums for the expiring policies, MD Anderson will have the right to make the payments and set-off the amount thereof against the next payment coming due to Contractor under this Agreement. C. Such insurance policies, with the exception of Workers Compensation and Employer s Liability, will name and will reflect MD Anderson as an Additional Insured and will Page 12 of 19 Agreement Limited Scope Indefinite Quantity ses

13 provide that the policies will not be canceled until after thirty (30) days' unconditional written notice to MD Anderson, giving MD Anderson the right to pay the premium to maintain coverage. If MD Anderson exercises its right to pay the premium, Contractor will reimburse MD Anderson for the cost of the premium within ten (10) days after receipt of written request from MD Anderson. D. The insurance policies required in this Agreement will be kept in force for the periods specified below: (i) Employer's Liability Insurance, Commercial General Liability Insurance and Comprehensive Automobile Liability Insurance will be kept in force until receipt of final payment by Contractor; and (ii) Workers' Compensation Insurance will be kept in force until the services have been fully performed and accepted by MD Anderson in writing ARTICLE 15 INDEMNITY Page 13 of 19 Agreement Limited Scope Indefinite Quantity ses

14 ARTICLE 16 HISTORICALLY UNDERUTILIZED BUSINESSES The Owner has adopted Exhibit H, Policy on Utilization of Historically Underutilized Business ("Policy"), which is incorporated herein by reference. Engineer, as a material provision of the Agreement, must comply with the requirements of the Policy and adhere to any HUB Subcontracting Plan submitted with Engineer s Proposal. No changes to the HUB Subcontracting Plan can be made by the Engineer without the prior written approval of the Owner in accordance with the Policy. MD Anderson's expenditures under this Agreement may exceed $100,000. If expenditures exceed $100,000, Contractor will be required to submit a plan for the utilization of Historically Underutilized Businesses ("HUB") in accordance with MD Anderson s requirements. All HUB forms are attached hereto as Exhibit H, Rider 104. Contractor's interest in this Agreement (including Contractor s duties and obligations under this Agreement, and the fees due to Contractor under this Agreement) may not be subcontracted, assigned, delegated, or otherwise transferred to a third party, in whole or in part, and any attempt to do so will (a) not be binding on MD Anderson; and (b) be a breach of this Agreement for which Contractor will be subject to all remedial actions provided by Texas law, including Chapter 2161, Texas Government Code, and 34 Texas Administrative Code ( TAC ) Chapter 20, The benefits and burdens of this Agreement are assignable by MD Anderson. Contractor agrees to maintain business records documenting its compliance with the HUB Subcontracting Plan ("HSP") and to submit a monthly compliance report to MD Anderson in the format required by Texas Procurement and Support Services Division of the Texas Comptroller of Public Accounts or any successor agency (collectively, TPASS ). Submission of compliance reports will be required as a condition for payment under this Agreement. Changes to the HSP. If at any time during the term of this Agreement, Contractor desires to change the HSP, before the proposed changes become effective (a) Contractor must comply with 34 TAC Section 20.14; (b) the changes must be reviewed and approved by MD Anderson; and (c) if MD Anderson approves changes to the HSP, this Agreement must be amended to replace the HSP with the revised subcontracting plan. Except as specifically provided in the HSP, Contractor will not subcontract any of its duties or obligations under the Agreement, in whole or in part. Expansion of the Work. If MD Anderson expands the scope of the goods or services provided by Contractor under this Agreement through a change order or any other amendment, MD Anderson will determine if the additional goods or services contain Page 14 of 19 Agreement Limited Scope Indefinite Quantity ses

15 probable subcontracting opportunities not identified in the initial solicitation for this Agreement. If MD Anderson determines additional probable subcontracting opportunities exist, Contractor will submit an amended subcontracting plan covering those opportunities. The amended subcontracting plan must comply with the provisions of 34 TAC Section before (a) this Agreement may be amended to include the additional goods or services; or (b) Contractor may perform the additional goods or services. If Contractor subcontracts any of the additional subcontracting opportunities identified by MD Anderson without prior authorization and without complying with 34 TAC Section 20.14, Contractor will be deemed to be in breach of this Agreement and will be subject to any remedial actions provided by Texas law including Chapter 2161, Texas Government Code and 34 TAC Section MD Anderson may report nonperformance under this Agreement to the TPSS in accordance with 34 TAC Chapter 20, ARTICLE 17 MISCELLANEOUS PROVISIONS Appointment of Representative: Owner may designate a representative to act partially or wholly for Owner in connection with this Agreement. Engineer shall coordinate its services solely through the designated representative Independent Contractor: Engineer acknowledges that it is engaged as an independent contractor and that Owner shall have no responsibility to provide Engineer or its employees with transportation, insurance or other fringe benefits normally associated with employee status. Engineer is responsible for all income taxes required by applicable law. any Successors and Assigns. The Owner and the Engineer, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to the terms and conditions of this Agreement. This Agreement is a personal service contract for the services of Engineer, and Engineer s interest in this Agreement, duties hereunder and/or fees due hereunder may not be assigned or delegated to a third party without written consent of Owner. The benefits and burdens of this Agreement are, however, assignable by Owner Page 15 of 19 Agreement Limited Scope Indefinite Quantity ses

16 17.06 Loss of Funding: Performance by Owner under this Agreement may be dependent upon the and allotment of funds by the Texas State Legislature (the Legislature ) and/or allocation of funds the Board of Regents of The University of Texas System (the Board ). If the Legislature fails to appropriate or allot the necessary funds, or the Board fails to allocate the necessary funds, then Owner shall issue written notice to Engineer and Owner may terminate this Agreement without further duty or obligation hereunder. Engineer acknowledges that appropriation, allotment, and allocation of funds are beyond the control of Owner the Family Code Child Support : Pursuant to Section , Texas Family Code, the Engineer certifies that it is not ineligible to receive the award of or payments under this Agreement and acknowledges that this Agreement may be terminated and payment may be withheld if this certification is inaccurate Franchise Tax Certification: A corporate or limited liability company Contractor certifies that it is not currently delinquent in the payment of any Franchise Taxes due under Chapter 171 of the Texas Tax, or that the corporation or limited liability company is exempt from the payment of such taxes, or that the corporation or limited liability company is an out-of-state corporation or limited liability company that is not subject to the Texas Franchise Tax, whichever is applicable. Payment of Debt or Delinquency to the State: Pursuant to Sections and , Texas Government Code, Engineer agrees that any payments owing to Engineer under this Agreement may be applied directly toward any debt or delinquency that Contractor owes the State of Texas or any agency of the State of Texas regardless of when it arises, until such debt or delinquency is paid in full Eligibility Certification. Pursuant to Section , Texas Government Code, Contractor certifies that the individual or business entity named in this Agreement is not ineligible to receive the award of or payments under this Agreement and acknowledges that this Agreement may be terminated and payment withheld if this certification is inaccurate Captions: The captions of paragraphs in this Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. Page 16 of 19 Agreement Limited Scope Indefinite Quantity ses

17 17.14 Severability: Should any provisions(s) of this Agreement be held invalid or unenforceable in any respect, that provision shall not affect any other provisions and this Agreement shall be construed as if the invalid or unenforceable provision(s) had not been included Waivers: No delay or omission by either party in exercising any right or power provided under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver of the right or power. A written waiver granted by either of the parties of any provision of this Agreement shall not be construed as a future waiver of that provision or a waiver of any other provision of the Agreement Governing Law and : This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of Texas without regard for choice of law principles. All obligations of the parties created hereunder are enforceable in Harris County, Texas. Harris County is the sole venue for any legal action to enforce this Agreement Entire Agreement. This Agreement constitutes the sole and only agreement between the parties with respect to the services contracted for and supersedes any prior understandings, written or oral. No modification, alteration or waiver of this Agreement or any of its provisions shall be effective unless in writing and signed by both parties. No course of prior dealings, no usage of trade, and no course of performance shall be used to modify, supplement or explain any terms used in this Agreement Financial Interest: By signature hereon, Engineer certifies that no member of the Board of Regents of The University of Texas System, or Executive Officers, including component institutions, has a financial interest, directly or indirectly, in the transaction that is the subject of this contract Products and Materials Produced in Texas: If Engineer will provide services under this Agreement, Engineer covenants and agrees that in accordance with Section , Texas Government Code, in performing its duties and obligations under this Agreement, Engineer shall purchase products and materials produced in Texas when such products and materials are available at a price and delivery time comparable to products and materials produced outside of Texas Authority to Act: If Engineer is a corporation or a limited liability company, Engineer warrants, represents, and agrees that (1) it is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization; (2) it is duly authorized and in good standing to conduct business in the State of Texas; (3) it has all necessary power and has received all necessary approvals to execute and deliver this Agreement; and (4) the individual Page 17 of 19 Agreement Limited Scope Indefinite Quantity ses

18 executing this Agreement on behalf of Service Provider has been duly authorized to act for and bind Engineer. ARTICLE 18 NOTICES 18.1 All notices, consents, approvals, demands, requests or other binding communications under this Agreement shall be in writing. Written notice may delivered in person to the designated representative of the Engineer or Owner; mailed by U.S. mail to the last known business address of the designated representative; or transmitted by fax machine to the last know business fax number of the designated representative. Mail notices are deemed effective three business days after the date of mailing. Fax notices are deemed effective the next business day after faxing The initially designated representatives of the parties for receipt of notices are as follows. Either party may change their designated representative for receipt of notices by written notice. If to Owner: Dwain Morris Vice President and Chief Financial Officer Finance, Office of the CFO 1515 Holcombe Blvd., Unit 1495 Houston, TX With Copies to: William E. Bailey, J.D., C.P.A. Director, Capital Contracts & Financial Management Capital Planning & Management 6900 Fannin, Suite 1010 Houston, Texas If to Services Provider: Page 18 of 19 Agreement Limited Scope Indefinite Quantity ses

19 BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties and the issuance of a Purchase Order by Owner to the Contractor. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective only upon the issuance of a Purchase Order by Owner to the Contractor. Only Supply Chain Services is authorized to award official agreements and issue Purchase Orders binding on Owner. (SEAL) [Service Provider s Firm] ATTEST: By: (original signature) By: (original signature) (name and title typed) (name and title typed) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (Owner) Office of Vice President Operations & Facilities Management By: (original signature) Name: William A. Daigneau Title: Vice President, Operations & Facilities Management Date: By: (original signature) Name: Paul St. Amant Title: Associate Vice President, Supply Chain Management Date: Page 19 of 19 Agreement Limited Scope Indefinite Quantity ses

20 EXHIBITS Exhibit A - Service Provider s Schedule of Billing Rates Exhibit B Not Used Exhibit C - Initial Project / or Additional Services Proposal Exhibit D Not Used Exhibit E Not Used Exhibit F - Form of Invoice Exhibit G Not Used Exhibit H - Policy on Utilization of Historically Underutilized Business Exhibit I - Attachment 1 to Exhibit H - HUB Subcontracting Plan Exhibit J - Execution of Offer Exhibit K - Rider 105, Contractor s Affirmations and Warranties Exhibit L - Rider 106, Premises Rules Exhibit M - Rider 107, Travel Policy Exhibit N - Rider 117, Compliance with Institutional Policies Exhibit O - U.T. System Fee Schedule Exhibit P - Sales Tax Exempt Form Exhibit Q - Rider 1 Quality Assurance

21 EXHIBIT A SERVICE PROVIDER S SCHEDULE OF BILLING RATES Agreement Indefinite Quantity Indefinite Scope

22 EXHIBIT B NOT USED

23 EXHIBIT C INITIAL PROJECT / OR ADDITIONAL SERVICES PROPOSAL Name of Agreement: (Enter type of Agreement from top of page 1) MD Anderson Master Agreement Number: (Enter Agreement number from top of page 1) Purchase Order Number: (Applies to Additional Services Only) Project Number: Project Name: Date: To: Project Manager: Street Address: City, State, Zip: From: Services Provider: Street Address: City, State, Zip: SERVICE PROVIDER Please refer to the Agreement dated, 20 between MD Anderson Cancer Center ( Owner ) and the undersigned ( Services Provider ) as amended to the date hereof (such agreement as so modified and amended being hereafter called the Agreement ) pursuant to which Services Provider is to perform certain services. The terms, which are defined in the Agreement, shall have the same meanings when used in this letter. 1. Owner has requested the performance of the services described below which Services Provider deems to be Initial Project [Additional] Services. [INSERT DESCRIPTION OF SERVICES OR ATTACH APPROVED PROPOSAL TO WORK ORDER] 2. Services Provider agrees to perform the Initial Project [Additional] Services described above subject to and in accordance with the terms and provisions of the Agreement for a fee which will be determined in accordance with the Agreement but which will not exceed Dollars ($ ). Agreement Limited Quantity Limited Scope ses

24 3. Service Provider will perform the services no later than, 20 ( ) days after Services Provider is authorized to proceed. If the foregoing is acceptable to you, please so execute by signing the enclosed copy of this letter in the space below and insert the date. Services Provider By: Name: Title: Date: Current Work Order Summary ORIGINAL WORK ORDER AMOUNT: ($ ) Previous Additions: ($ ) Previous Deductions: ($ ) NET BALANCE OF WORK ORDER AMOUNT: ($ ) THIS Addition / Deduction: ($ ) ADJUSTED WORK ORDER AMOUNT: ($ ) MD ANDERSON CANCER CENTER Accepted this day of, 20. Services Provider is authorized to commence performance of the Initial Project [Additional] Services on day of, 20. CPM Project Manager By: Name: Title: xc: CPM CPM Project Manager CPM Group Accounting Supervisor Central File Agreement Limited Quantity Limited Scope ses

25 EXHIBIT D NOT USED

26 EXHIBIT E NOT USED

27 EXHIBIT F FORM OF INVOICE Agreement Limited Quantity Limited Scope ses

28 FIRM LETTERHEAD Date: Invoice No.: Purchase Order No.: Firm Project No. The University of Texas M.D. Anderson Cancer Center [Insert FM Department: Capital Planning & Management; Research and Education Facilities; or, Patient Care Facilities] 1515 Holcombe Blvd., Houston, Texas Attention: [Insert Name of Project Manager] STATEMENT FOR ARCHITECTURAL / ENGINEERING SERVICES Statement No. for the Month of Application is made for payment, as shown below, in connection with the U.T. M.D. Anderson Cancer Center Project identified above. Information in support of this application is attached. Invoice Items A Fee B Amount Due this Period A B Balance Remaining Basic Services $ $ $ Additional Services $ Add. Serv. #1 Description Add. Serv. #2 Description Reimbursable Expenses $ $ $ Totals $ $ $ ENGINEER CERTIFICATION I, the Engineer, do hereby certify that all insurances required by the Agreement are in full force and effect as of this date. I, the Engineer, do furthermore certify that all amounts shown are correct and now due. By: Title: (Signature of Authorized Agent of Engineer) Date: AUTHORIZATION By: By: (MDACC Project Manager) (MDACC Director) Date: Date: Attachments: Basic Services - Detail Additional Services Detail Reimbursable Expenses - Detail

29 Firm Name Statement for Architectural / Engineering Services FM Statement No.: Date Page 2 of 5 Basic Services Basic Services - Detail % of Fee (A) (B) (C) (B-C) (A-B) % Total Fee Fees Invoiced Fee Invoiced Earned to to Date this Period Date Fee Proportion Amount Remainin g Schematic Design Phase Design Development Phase Construction Document Phase Bidding / Negotiation Phase Construction Phase ** % $ % $ $ $ $ % $ % $ $ $ $ % $ % $ $ $ $ % $ % $ $ $ $ % $ % $ $ $ $ 100% $ 100% $ $ $ $ (** The following section must be completed for the first period following receipt of bids) Basic Services U.T. Board of Regents Fee Schedule Adjustment 1.0 Basic Services P.O. Amount $ 2.0 Construction Cost $ 3.0 Interpolated Fee X % 4.0 Basic Services B.O.R. Amount = $ 5.0 Line 1.0 or 4.0, whichever is less $ 6.0 Total Basic Services Fee Earned to Date - $ 7.0 Basic Services Fee Balance $

30 Firm Name Statement for Architectural / Engineering Services FM Statement No.: Date Page 3 of 5 Basic Services Basic Services Detail (Continued) Phase Name Position Rate Hours Amount Schematic Design Phase (S.D.) Design Development Phase (D.D.) $ Sub-total Construction Document Phase (C.D.) $ Sub-total Bid Phase $ Sub-total Construction Administration Phase (C.A.) $ Sub-total $ Sub-total Basic Services This Invoice $ Total

31 Firm Name Statement for Architectural / Engineering Services FM Statement No.: Date Page 4 of 5 Additional Services Additional Services #1 - Detail (A) (B) (C) (B C) (A B) P.O. % Fee Earned to Invoiced to Fee Invoiced Balance Amount Complete Date Date this Period Remaining Add. Serv. #1- Description $ 100, % $ 100,000,. 00 $ 100, $ 100, $ $ $ $ $ $ Additional Services #1 Name Position Rate Hours Amount Additional Services #1 This Invoice $ Total

32 Firm Name Statement for Architectural / Engineering Services FM Statement No.: Date Page 5 of 5 Reimbursable Expenses Reimbursable Expenses - Detail Item (A) Reimbursement Allowance (B) Invoiced to Date (C) Amount Due* (A B C) Balance Remaining Description $ $ $ $ Description $ $ $ $ Description $ $ $ $ $ $ $ $ * Supporting documentation (receipts) is attached in support of these expenses.

33 EXHIBIT G NOT USED

34 EXHIBIT H POLICY on UTILIZATION of HISTORICALLY UNDERUTILIZED BUSINESSES Agreement Limited Quantity Limited Scope ses

35 THE UNIVERSITY OF TEXAS MD ANDERSON CANCER CENTER May 2010 EXHIBIT H Rider 104-B POLICY ON UTILIZATION HISTORICALLY UNDERUTILIZED BUSINESSES PROFESSIONAL SERVICES Major Building Projects Only Revised May

36 The University of Texas MD Anderson Cancer Center Policy on Utilization of Historically Underutilized Businesses (HUBs) CONTENTS Policy on Utilization of Historically Underutilized Businesses (HUBs) Page 3 Summary of Requirements / Historically Underutilized Business (HUBs) Subcontracting Plan Page 4-6 Summary of Attachments Required from Respondents Letter of Transmittal / Professional Services Letter of HUB Commitment (indefinite duration/indefinite quantity contracts ) HUB Subcontracting Plan (HSP) Section 3 8 (Good Faith Effort Subcontractor Selection) Self Performance Justification HUB Subcontracting Plan Prime Contractor Progress Assessment Report (Required of successful respondent for payment requests only) Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 13 Minority and Trade Organizations contact information Page Revised May

37 The University of Texas The University of Texas MD Anderson Cancer Center POLICY ON UTILIZATION OF HISTORICALLY UNDERUTILIZED BUSINESSES (HUBs) Introduction In accordance with the Texas Government Code, Sections and 34 Section 20 of the Texas Administrative Code (TAC), The Board of Regents of the University of Texas System and The University of Texas MD Anderson Cancer Center (MD Anderson), acting through the Office of HUB Development shall make a good faith effort to utilize Historically Underutilized Businesses (HUBs) in contracts for construction services, including professional and consulting services; and commodities contracts. The Texas Procurement & Support Services (TPASS) HUB Rules, 34 TAC Sections encourage the use of HUBs by implementing these policies through race-, ethnic- and gender-neutral means. The purpose of the HUB Program is to promote equal business opportunities for economically disadvantaged persons (as defined by TGC 2161) to contract with the State of Texas in accordance with the following specified in the State of Texas Disparity Study: The HUB goals defined in 34 TAC are: 26.1% for all building construction, including general contractors and operative builders contracts; 57.2% for all special trade construction contracts; 20% for professional services contracts; 33% for all other services contracts; and 12.6% for commodities contracts. The University of Texas MD Anderson Cancer Center s current fiscal year HUB Strategic goals are available at The University of Texas MD Anderson shall make a good faith effort to meet or exceed these goals to assist HUBs in receiving a portion of the total contract value of all contracts that MD Anderson expects to award in a fiscal year. MD Anderson may achieve the annual program goals by contracting directly with HUBs or indirectly through subcontracting opportunities in accordance with the Texas Government Code, Chapter 2161, Subchapter F. Revised May

38 SUMMARY OF REQUIREMENTS Historically Underutilized Business (HUBs) Subcontracting Plan It is the policy of The University of Texas System and each of its component institutions, to promote and encourage contracting and subcontracting opportunities for Historically Underutilized Businesses (HUBs) in all contracts. Accordingly, The University of Texas MD Anderson has adopted EXHIBIT H, Policy on Utilization of Historically Underutilized Businesses". The Policy applies to all contracts with an expected value of $100,000 or more. The Board of Regents of The University of Texas System is the contracting authority. 1. In all contracts for professional services, contracting services, and/or commodities with an expected value of $100,000 or more, The University of Texas MD Anderson will indicate in the purchase solicitation (e.g. RFQ, RFP, or CSP) whether or not MD Anderson has determined that subcontracting opportunities are probable in connection with the contract. A HUB Subcontracting Plan is a required element of the architect, contractor or vendor Response to the purchase solicitation. The HUB Subcontracting Plan shall be developed and administered in accordance with the Policy. Failure to submit a required HUB Subcontracting Plan will result in rejection of the Response. 2. If subcontracting opportunities are probable, MD Anderson will declare such probability in its invitations for bids, requests for proposals, or other purchase solicitation documents, and shall require submission of the appropriate HUB Subcontracting Plan with the Response. a. When subcontracting opportunities are probable, and the Respondent proposes to subcontract any part of the work, the Respondent shall submit a HUB Subcontracting Plan as prescribed by Texas Procurement and Support Services (TPASS) identifying subcontractors [[34 TAC (d) (1)(A)(B)(C)(D) (2)(A)(B)(C)(D)(E) (3)(A)(B)]. b. When subcontracting opportunities are probable, but the Respondent can perform such opportunities with its employees and resources, the Respondent s HUB Subcontracting Plan shall include the Self Performance HUB Subcontracting Plan, Section 9 Self Performance Justification as the HUB Subcontracting Plan (HSP). [34 TAC (d)(4)(a)(b)(c)(d)] 3. If subcontracting opportunities are not probable, MD Anderson will declare such probability in its invitations for bids, requests for proposals, or other purchase solicitation documents and shall require submission of the appropriate HUB Subcontracting Plan with the Response. a. When subcontracting opportunities are not probable, and the Respondent proposes to perform all of the work with its employees and resources, the Respondent shall submit a HUB Subcontracting Plan that includes the Self Performance HUB Subcontracting Plan, Section 9 Self Performance Justification as the HUB Subcontracting Plan (HSP). b. When subcontracting opportunities are not probable, but the Respondent proposes to subcontract any part of the work, the Respondent shall submit a HUB Subcontracting Plan as prescribed by the Texas Building and Procurement Commission identifying subcontractors. 4. Respondents shall follow, but are not limited to, procedures listed in the Policy when developing a HUB Subcontracting Plan. 5. In making a determination whether a good faith effort has been made in the development of the required HUB Subcontracting Plan, MD Anderson shall follow the procedures listed in the Policy. If accepted by MD Anderson, the HUB Subcontracting Plan shall become a provision of the Respondent's contract with MD Anderson. Revisions necessary to clarify and enhance information submitted in the original HUB subcontracting plan may be made in an effort to determine good Revised May

39 faith effort. Any revisions after the submission of the HUB Subcontracting Plan shall be approved by the HUB Coordinator. 6. Competitive Sealed Proposals (CSPs) MD Anderson shall reject any Response that does not include a fully completed HUB Subcontracting Plan, as required. An incomplete HUB Subcontracting Plan is considered a material failure to comply with the solicitation for proposals. 7. D/B and CM@Risk Responses: Respondents to a design build or construction manager-at-risk purchase solicitation shall include the Letter of HUB Commitment in their Response attesting that the Respondent has read and understands the Policy on Historically Underutilized Businesses (HUBs). A HUB Subcontracting Plan for all preconstruction and construction services includes HUB Subcontracting Plan as prescribed by Texas Building and Procurement Commission specific to construction services identifying first, second and third tier subcontractors. Respondents proposing to perform Part I services with their own resources and employees shall submit, as part of their HSP, the Self Performance Justification. 8. D/B and CM@Risk HUB Contract Requirements: Contractors engaged under design-build and construction manager-at-risk contracts shall submit a HUB Subcontracting Plan for all Construction Phase Services, and, must further comply with the requirements of this Policy by developing and submitting a HUB Subcontracting Plan for each bid package issued in buying out the guaranteed maximum or lump sum price of the Project. The HUB Subcontracting Plans shall identify first, second and third tier subcontractors. 9. Changes to the HUB Subcontracting Plan. Once a Respondent s HUB Subcontracting Plan is accepted by MD Anderson and becomes a provision of the contract between Respondent and MD Anderson, the Respondent can only change that HUB Subcontracting Plan if (a) the Respondent complies with 34 TAC Section 20.14; (b) the Respondent provides its proposed changes to MD Anderson for review; (c) MD Anderson (including MD Anderson s HUB Coordinator) approves Respondent s proposed changes to its HUB Subcontracting Plan; and (d) MD Anderson and the Respondent amend their contract (via a writing signed by authorized officials of both parties) in order to replace the contract s existing HUB Subcontracting Plan with a revised HUB Subcontracting Plan containing the changes approved by MD Anderson. 10. Expansion of Work. If, after entering into a contract with a Respondent as a result of a purchase solicitation subject to the Policy, MD Anderson wishes to expand the scope of work that the Respondent will perform under that contract through a change order or any other contract amendment (the Additional Work ), MD Anderson will determine if the Additional Work contains probable subcontracting opportunities not identified in the initial purchase solicitation for that contract. If MD Anderson determines that probable subcontracting opportunities exist for the Additional Work, then the Respondent must submit to MD Anderson an amended HUB Subcontracting Plan covering those opportunities that complies with the provisions of 34 TAC Section Such an amended HUB Subcontracting Plan must be approved by MD Anderson (including MD Anderson s HUB Coordinator) before (a) the contract may be amended by MD Anderson and the Respondent to include the Additional Work and the amended HUB Subcontracting Plan and (b) the Respondent performs the Additional Work. If a Respondent subcontracts any of the additional subcontracting opportunities identified by MD Anderson for any Additional Work (i) without complying with 34 TAC Section or (ii) before MD Anderson and that Respondent amend their contract to include a revised HUB Subcontracting Plan that authorizes such Revised May

40 subcontracting, then the Respondent will be deemed to be in breach of its contract with MD Anderson. As a result of such breach, MD Anderson will be entitled to terminate its contract with the Respondent, and the Respondent will be subject to any remedial actions provided by Texas law, including those set forth in Chapter 2161, Texas Government Code, and 34 TAC Section MD Anderson may report a Respondent s nonperformance under a contract between that Respondent and MD Anderson to the Texas Procurement & Support Services (TPASS) in accordance with 34 TAC Chapter , Subchapter F, Vendor Performance, and Debarment Program. 11. A Response may state that the Respondent intends to perform all the subcontracting opportunities with its own employees and resources in accordance with the Policy. However, if such a Respondent enters into a contract with MD Anderson as a result of such a Response but later desires to subcontract any part of the work set forth in that contract, before the Respondent subcontracts such work it must first change its HUB Subcontracting Plan in accordance with the provisions of Section 5 above. 12. MD Anderson shall require a professional services firm, contractor or vendor to whom a contract has been awarded to report the identity and the amount paid to its subcontractors on a monthly basis using a HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment Report (PAR) as a condition for payment. 13. If MD Anderson determines that the successful Respondent failed to implement an approved HUB Subcontracting Plan in good faith, MD Anderson, in addition to any other remedies, may report nonperformance to the Texas Procurement and Support Services (TPASS) in accordance with 34 TAC, Chapter 20.14, Subchapter B (d) (13) related remedies of nonperformance to professional services firms, contractor, and vender implementation of the HUB Subcontracting Plan. 14. In the event of any conflict between this Summary of Requirements and the remainder of the HUB Policy, the remainder of the HUB Policy will control. These requirements, including the attachments referred to above, may be downloaded over the Internet from For additional information contact Marian Nimon, C.P.M., Associate Director, HUB & Federal Small Business Program, MD Anderson, Revised May

41 1. MD ANDERSON DETERMINES THAT SUBCONTRACTING OPPORTUNITIES ARE PROBABLE. 1. A. Respondent Proposes Subconsultants: Attachments required from the Respondent for the HUB Subcontracting Plan if the solicitation states that subcontracting opportunities are probable. 1. B. Respondent Proposes Self- Performance: Attachments required from the Respondent for the HUB Subcontracting Plan if the solicitation states that subcontracting opportunities are probable, but the Respondent can perform such opportunities with its employees and resources. 2. MD ANDERSON DETERMINES THAT SUBCONTRACTING OPPORTUNITIES ARE NOT PROBABLE. Professional Services HSP Summary of Attachments Required from Respondents Letter of Transmittal Page 8 Letter of HUB Commitment Page 9 HUB Subcontracting Plan (HSP) Pages X X X X Progress Assessment Report (PAR) Page A. Respondent Proposes Self- Performance: Attachments required from the Respondent for the HUB Subcontracting Plan if the solicitation states that subcontracting opportunities are not probable, but the Respondent can perform such opportunities with its employees and resources. 2. B. Respondent Proposes Subconsultants: Attachments required from the Respondent for the HUB Subcontracting Plan if the solicitation states that subcontracting opportunities are not probable but the Respondent proposes to subcontract any part of the work. 3. Indefinite Duration/Indefinite Quantity Contracts: Submit with initial qualifications. Attachments required from the Respondent prior to contract execution for each contract associated with a solicitation for miscellaneous services. 4. Changes in the HUB Subcontracting Plan After Award: Attachments required from the Respondent to whom a contract has been awarded if it desires to make changes to the approved HUB Subcontracting Plan. X X X X X X X 5. Reporting: Attachment required with all payment requests. The submittal of this attachment is a condition of payment. X Revised May

42 Letter of Transmittal Professional Services (RESPONDENT S BUSINESS LETTERHEAD) To be completed ONLY if you will be subcontracting. Date Ms. Marian Nimon Associate Director, HUB & Federal Small Business Program The University of Texas MD Anderson Cancer Center Unit 546 PO Box Houston, Texas Re: Historically Underutilized Business Plan for (Project Title) Project Number - Dear Ms. Nimon: In accordance with the requirements outlined in the specification section HUB Participation Program, I am pleased to forward this HUB Subcontracting Plan as an integral part of our response in connection with your invitation for Request for Qualifications referencing the above project. I have read and understand The University of Texas MD Anderson Cancer Center s Policy on Utilization of Historically Underutilized Businesses (HUBs). I also understand the State of Texas Annual Procurement Goal according to 34 Texas Administrative Code is 20% for professional services firms. This HUB Subcontracting Plan includes Subcontracting Opportunities [refer to Section 2, page 10] representing (no. of subconsultants) subconsulting disciplines with a total dollar value of. These figures represent a cumulative percentage of %, representing % for minority-owned HUBs and % for women-owned HUBs. When a HUB is owned by minority women, I have classified that HUB as minority-owned rather than women-owned. I understand the above HUB percentages must represent Texas Procurement and Support Services' (TPASS) HUB certification standards. For each of the listed HUB firms, I have attached a TPASS Certification document, or, if the HUB is certified by another TPASS approved certifying agency, a copy of their approved certification document. By completion of Section 8 of the HUB Subcontracting Plan, I affirm my intent to utilize the subconsultants selected to perform the scope of work to be subcontracted. Should we discover additional subconsultants claiming Historically Underutilized Business status during the course of this contract we will notify you of the same. In addition, if for some reason a HUB is unable to fulfill its contract with us, we will notify you immediately in order to take the appropriate steps to amend this contractual obligation. Sincerely, (Company Executive) cc: Contract Manager Revised May

43 Miscellaneous Service Agreements for Indefinite duration/ indefinite quantity contracts Letter of HUB Commitment (LHC) Professional Services (PLACE ON YOUR COMPANY BUSINESS LETTERHEAD) Date Ms. Marian Nimon Associate Director, HUB & Federal Small Business Program The University of Texas MD Anderson Cancer Center Unit 546 PO Box Houston, Texas Re: Historically Underutilized Business Plan for (Project Title) Project Number - Dear Ms. Nimon: In accordance with the requirements outlined in the specification section HUB Participation Program, I am pleased to forward this Letter of HUB Commitment as an integral part of our submittal in connection with your Request For Proposal, referencing Project Number. I understand that following the award of the RFP, the HUB Plan in its entirety is due prior to signing of the contract. I have read and understand The University of Texas MD Anderson Cancer Center s Policy on Utilization of Historically Underutilized Businesses (HUBs). Good Faith Effort will be documented with each contract and will contain a Letter of Transmittal and HUB Subcontracting Plan for each contract solicited. An updated HUB Plan will be submitted prior to the execution of each contract process. Documentation of subconsulted work and the Progress Assessment Report must be provided with each pay request as well as to MD Anderson s HUB and Federal Small Business Program. Sincerely, (Company Executive) cc: Contract Manager Revised May

44 HUB SUBCONTRACTING PLAN (HSP) In accordance with Gov t Code , the contracting agency has determined that subcontracting opportunities are probable under this contract. Therefore, respondents, including State of Texas certified Historically Underutilized Businesses (HUBs), must complete and submit a State of Texas HUB Subcontracting Plan (HSP) with their solicitation response. NOTE: ALL Responses HUB AND NON-HUB that do not include a completed HSP shall be rejected pursuant to Gov t Code (b). The HUB Program promotes equal business opportunities for economically disadvantaged persons to contract with the State of Texas in accordance with the goals specified in the State of Texas Disparity Study. The HUB goals defined in 34 TAC are: 11.9 percent for heavy construction other than building contracts, 26.1 percent for all building construction, including general contractors and operative builders contracts, 57.2 percent for all special trade construction contracts, 20 percent for professional services contracts, 33 percent for all other services contracts, and 12.6 percent for commodities contracts. - - Agency Special Instructions/Additional Requirements - - Respondents shall submit a completed HUB Subcontracting Plan (HSP) to be considered responsive (pages 10,11,12). Failure to submit a completed HSP shall result in the bid, proposal or other expression of interest to be considered NONresponsive. Respondents who intend to Self-Perform all of their work shall submit an HSP for Self-Performance (pages 10 and 12). HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment Report (PAR) shall be submitted with each request for payment as a condition of payment. MDACC (only) Procurement please check: new HUB plan design build/contract manager at risk renewal change order other: SECTION 1 - RESPONDENT AND SOLICITATION INFORMATION SECTION 2 a. Respondent (Company) Name: State of Texas VID #: Point of Contact: Phone #: b. Is your company a State of Texas certified HUB? - Yes - No c. Solicitation/P.O. #: Project Title: - SUBCONTRACTING INTENTIONS After having divided the contract work into reasonable lots or portions to the extent consistent with prudent industry practices, the respondent must determine what portion(s) of work, including goods or services, will be subcontracted. Note: In accordance with 34 TAC , a Subcontractor means a person who contracts with a vendor to work, to supply commodities, or contribute toward completing work for a governmental entity. Check the appropriate box that identifies your subcontracting intentions: - Yes, I will be subcontracting portion(s) of the contract. (If Yes, in the spaces provided below, list the portions of work you will be subcontracting, and go to Section 3-8.) - No, I will not be subcontracting any portion of the contract, and will be fulfilling the entire contract with my own resources. (If No, complete SECTION 9 and 10.) Line Item # - Subcontracting Opportunity Description ( #1) - (#11) - ( #2) - (#12) - ( #3) - (#13) - ( #4) - (#14) - ( #5) - (#15) - ( #6) - (#16) - ( #7) - (#17) - ( #8) - (#18) - ( #9) - (#19) - (#10) - (#20) - Line Item # - Subcontracting Opportunity Description *If you have more than twenty subcontracting opportunities, a continuation page is available at Revised May

45 Enter your company s name here: Solicitation/P.O. #: IMPORTANT: You must complete a copy of this page for each of the subcontracting opportunities you listed in SECTION 2. You may photocopy this page or download copies at SECTION 3 - SUBCONTRACTING OPPORTUNITY Enter the line item number and description of the subcontracting opportunity you listed in SECTION 2. Line Item # SECTION 4 Description: - MENTOR-PROTÉGÉ PROGRAM If respondent is participating as a Mentor in a State of Texas Mentor Protégé Program, submitting their Protégé (Protégé must be a State of Texas certified HUB) as a subcontractor to perform the portion of work (subcontracting opportunity) listed in SECTION 3, constitutes a good faith effort towards that specific portion of work. Will you be subcontracting the portion of work listed in SECTION 3 to your Protégé? - Yes (If Yes, complete SECTION 8 and 10.) - No / Not Applicable (If No or Not Applicable, go to SECTION 5.) SECTION 5 - PROFESSIONAL SERVICES CONTRACTS ONLY This section applies to Professional Services Contracts only. All other contracts go to SECTION 6. Does your HSP contain subcontracting of 20% or more with HUB(s)? - Yes (If Yes, complete SECTION 8 and 10.) - No / Not Applicable (If No or Not Applicable, go to SECTION 6.) In accordance with Gov t Code , Professional Services" means services: (A) within the scope of the practice, as defined by state law of accounting; architecture; landscape architecture; land surveying; medicine; optometry; professional engineering; real estate appraising; or professional nursing; or (B) provided in connection with the professional employment or practice of a person who is licensed or registered as a certified public accountant; an architect; a landscape architect; a land surveyor; a physician, including a surgeon; an optometrist; a professional engineer; a state certified or state licensed real estate appraiser; or a registered nurse. SECTION 6 - NOTIFICATION OF SUBCONTRACTING OPPORTUNITY Complying with a, b and c of this section constitutes Good Faith Effort towards the portion of work listed in SECTION 3. After performing the requirements of this section, complete SECTION 7, 8 and 10. a. Provide written notification of the subcontracting opportunity listed in SECTION 3 to three (3) or more HUBs. Use the State Comptroller s Centralized Master Bidders List (CMBL), found at and its HUB Directory, found at to identify available HUBs. Note: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc.) demonstrating evidence of the good faith effort performed. b. Provide written notification of the subcontracting opportunity listed in SECTION 3 to a minority or women trade organization or development center to assist in identifying potential HUBs by disseminating the subcontracting opportunity to their members/participants. A list of trade organizations and development centers may be accessed at Note: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc.) demonstrating evidence of the good faith effort performed. c. Written notifications should include the scope of the work, information regarding the location to review plans and specifications, bonding and insurance requirements, required qualifications, and identify a contact person. Unless the contracting agency has specified a different time period, you must allow the HUBs no less than five (5) working days from their receipt of notice to respond, and provide notice of your subcontracting opportunity to a minority or women trade organization or development center no less than five (5) working days prior to the submission of your response to the contracting agency. SECTION 7 - HUB FIRMS CONTACTED FOR SUBCONTRACTING OPPORTUNITY List three (3) State of Texas certified HUBs you notified regarding the portion of work (subcontracting opportunity) listed in SECTION 3. Specify the vendor ID number, date you provided notice, and if you received a response. Note: Attach supporting documentation (letters, phone logs, fax transmittals, electronic mail, etc.) demonstrating evidence of the good faith effort performed. Company Name VID # Notice Date (mm/dd/yyyy) Was Response Received? SECTION 8 - SUBCONTRACTOR SELECTION / / - Yes - No / / - Yes - No / / - Yes - No List the subcontractor(s) you selected to perform the portion of work (subcontracting opportunity) listed in SECTION 3. Also, specify the expected percentage of work to be subcontracted, the approximate dollar value of the work to be subcontracted, and indicate if the company is a Texas certified HUB. Company Name VID # Expected % of Contract Approximate Dollar Amount Texas Certified HUB? % $ - Yes - No* *If the subcontractor(s) you selected is not a Texas certified HUB, provide written justification of your selection process below: Revised May

46 Enter your company s name here: Solicitation/P.O. #: SECTION 9 - SELF PERFORMANCE JUSTIFICATION (If you responded No to SECTION 2, you must complete SECTION 9 and 10.) Does your response/proposal contain an explanation demonstrating how your company will fulfill the entire contract with its own resources? - Yes If Yes, in the space provided below, list the specific page/section of your proposal which identifies how your company will perform the entire contract with its own equipment, supplies, materials and/or employees. - No If No, in the space provided below, explain how your company will perform the entire contract with its own equipment, supplies, materials, and/or employees. SECTION 10 - AFFIRMATION As evidenced by my signature below, I affirm that I am an authorized representative of the respondent listed in SECTION 1, and that the information and supporting documentation submitted with the HSP are true and correct. Respondent understands and agrees that, if awarded any portion of the solicitation: The respondent must submit monthly compliance reports (Prime Contractor Progress Assessment Report PAR) to the contracting agency, verifying their compliance with the HSP, including the use/expenditures they have made to subcontractors. The respondent must seek approval from the contracting agency prior to making any modifications to their HSP. If the HSP is modified without the contracting agency s prior approval, respondent may be subject to debarment pursuant to Gov t Code (d). The respondent must, upon request, allow the contracting agency to perform on-site reviews of the company s headquarters and/or work-site where services are to be performed and must provide documents regarding staff and other resources. Signature Printed Name Title Date Phone # Revised May

47 HUB Subcontracting Plan (HSP) Prime Contractor Progress Assessment Report **This form for use after award** This form must be completed and submitted to The University of Texas MD Anderson Cancer Center on a monthly basis to document compliance with your HSP. Contract/P.O. Number: Contracting Agency/University Name: Contractor Name: Date of Award: (mm/dd/yyyy) Object Code: (Agency use only) Contractor Vendor Identification Number (VID Number): Reporting Period: (January, February, March ) Total Contract Amount Paid this Reporting Period to Contractor: $ Document Subcontractor (HUB & Non-HUB) Information, as applicable below: Subcontractor HUB 2 nd /3 rd HUB Total Contract $ Total $ Amount Total Contract Name(s) Yes No tier Subcontractor s VID or HUB Certificate Number Amount from HSP with Subcontractor Paid This Period to Subcontractor Amount Paid to Date to Subcontractor TOTALS $ $ $ Signature: Title: Printed Name: (please type): Address: Date: Phone No. Check if this is the last report to be submitted for this project. Return to: Marian Nimon, C.P.M., Associate Director HUB and Federal Small Business Program Unit 546 UT MD Anderson Cancer Center P O Box Houston TX Phone: Fax: mnimon@mdanderson.org Reports due by the 10 th of each month. Revised May

48 Resources For Locating HUBs Texas Association of Mexican American Chambers of Commerce Chamber Address City Zip Phone Fax Greater Austin Hispanic Chamber of Commerce 3000 S. IH 35, Ste 305 Austin Hispanic Chamber of Commerce of Greater Baytown P.O. Box 815 Baytown Houston Hispanic Chamber of Commerce 2900 Woodridge Dr. Ste 312 Houston New Greater Hispanic Chamber of Commerce of Comal County 1115 Mahan Circle Braunfels Golden Triangle Hispanic Chamber of Commerce 3046 Procter St Port Arthur San Antonio Hispanic Chamber of Commerce 318 W. Houston Ste 300 San Antonio San Marcos Hispanic Chamber of Commerce P.O. Box 1051 San Marcos Seguin-Guadalupe County Hispanic Chamber of Com P.O. Box 1154 Seguin Greater Victoria Hispanic Chamber of Commerce 221 S. Main Victoria Texas Black Chambers of Commerce Chamber Address City ZIP Phone Fax African American Chamber of Commerce of San Antonio 1717 N Loop 1604 East, Ste 220 San Antonio blackchamber@aol.com African American Chamber of Commerce of Victoria 1501 E. Mockingbird, Ste 104 Victoria info@aaccv.com Alamo City Chamber of Commerce 600 Hemisfair Plaza Way, # San Antonio info@alamocitychamber.org Houston Citizens Chamber of Commerce 2808 Wheeler Houston info@hccoc.org Praire View Chamber of Commerce P.O. Box 2875 Prairie View gdarby@swbellnet Associated General Contractors Chapter Address City ZIP Phone Fax Austin AGC 609 South Lamar Blvd Austin philt@agcaustin.org Houston AGC 3825 Dacoma St Houston cmitchell@isqft.com Other Minority Organizations Name Address City ZIP Phone Fax Women s Business Enterprise Alliance 4100 Westheimer Rd. Ste 206 Houston bpatterson@wbea-texas.org Houston Minority Business Council Three Riverway, Suite 555 Houston maria.brown@hmbc.org National Association of Minority Contractors 500 Lovett Suite 500 Houston egoodie@namc-houston.org Austin Asian American Chamber of Commerce 8711 Burnet Rd., Ste A-15 Austin aaacc@austinaacc.org The Woman's Chamber of Commerce of Texas P.O. Box Austin austin@womenschambertexas.com Asian Construction Trades Association 4100 Ed Bluestein Austin acta.@cs.com Austin Black Contractors Association 6448 Highway 290 East, Suite E107 Austin brc-pro@swbell.net Hispanic Contractors Association of Austin 4100 Ed Bluestein Austin National Association of Women in Construction W. Hwy 290 Austin nawie@nawic.org Hispanic Contractors de San Antonio 4047 Naco Perrin, Ste 201-B San Antonio info@hcsa.com Alamo Asian American Chamber of Commerce Cimarron Path, Ste 118 San Antonio echan@unitech.com Revised May

49 Central South Texas Minority Business Council 912 Bastrop Hwy. Ste 101 Austin Texas Association of Mexican American Chambers of Commerce Austin Women s contractor s Association P.O. Box 6757 Houston akalmin@womencontractors.org Selected List of HUB Resources on Web Agency/Organization Resource Web Site Texas Association of African American Chambers of Commerce: Texas Association of Mexican American Chambers of Commerce: Texas Women s Chamber of Commerce: Texas Asian Chamber of Commerce: Austin Asian-American Chamber of Commerce (Houston) Asian Chamber of Commerce: Listing of African American chambers in Texas Listing of Hispanic Chambers in Texas Database of selected women owned businesses Database of selected Asian owned businesses Database of selected Asian owned businesses Database of selected Asian owned businesses Plan Rooms Organization Address City ZIP Phone FAX Contact City of Austin Dept. of Small & Minority Business Resources Office 4100 Ed Bluestein Blvd. Austin Devetta Martinez Austin Black Contractors Association 4100 Ed Bluestein Blvd. Austin Carol Hadnot City of San Antonio Small Business Outreach 1901 South Alamo, Ste 283 San Antonio Courtney McClure Houston Minority Business Development Center 2900 Woodridge, Ste 310 Houston Milton Thibodeax Austin Minority Trades Association 4100 Ed Bluestein Blvd. Austin Joe Vera Asian Construction Trades Association 4100 Ed Bluestein Blvd. Austin Thang Bu Houston Associated General Contractors 3825 Dacoma St. Houston San Antonio Associated General Contractors Gulfdale San Antonio McGraw Hill Construction 4101 Greenbriar, Ste 320 Houston Revised May

50 EXHIBIT I ATTACHMENT 1 to EXHIBIT H HUB Subcontracting Plan Agreement Indefinite Quantity Indefinite Scope

51 EXHIBIT J EXECUTION OF OFFER Agreement Limited Quantity Limited Scope ses

52 EXHIBIT K RIDER 105, CONTRACTOR S AFFIRMATIONS AND WARRANTIES Agreement Limited Quantity Limited Scope ses

53 RIDER 105 CONTRACTOR S AFFIRMATIONS AND WARRANTIES By signing the Agreement, or accepting the Purchase Order, to which this Rider is attached Contractor affirms, certifies, and warrants that the information set forth in this Rider is current, complete, and accurate. Contractor agrees that in the event Contractor makes a false statement by affirming, certifying, or warranting the information set forth in this Rider, MD Anderson may, at its option, terminate the Agreement/Purchase Order to which this Rider is attached without further liability, and Contractor shall be removed from all MD Anderson bid lists. Contractor agrees to notify MD Anderson in writing within thirty (30) days of any changes in the affirmations, certifications, and warranties made by Contractor under this Rider. 1. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it has neither given, offered to give, and has no intention to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement/Purchase Order. 2. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that neither Contractor nor the firm, corporation, partnership or institution represented by Contractor, or anyone acting for such firm, corporation, or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et. seq. Texas Business and Commerce Code, or the federal antitrust laws, nor communicated directly or indirectly Contractor s bid or proposal made to MD Anderson to any competitor or any other person engaged in such line of business. By signing the Agreement, Contractor affirms, certifies, and warrants that it has not received compensation for participation in the preparation of the specifications for this Agreement or of the request for proposal on which this Agreement is based. (Reference Section , Texas Government Code.) 3. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it is not suspended, debarred, or listed in the U.S. General Services Administration's List of Parties Excluded From Federal Procurement or Non-Procurement Programs, or excluded from award by the United States Office of the Inspector General ( OIG ) regarding Medicare, Medicaid, or other federal programs. Contractor further acknowledges that MD Anderson is prohibited by federal regulations from allowing any employee, subcontractor or agent of Contractor to work on site at MD Anderson s premises or facilities if that individual is not eligible to work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor affirms, certifies, and warrants that it shall not assign any employee, subcontractor or agent that appears on the List of Excluded Individuals/Entities issued by the OIG to work on site at MD Anderson s premises or facilities. Contractor affirms, certifies, and warrants that it shall perform an OIG sanctions check quarterly on each of its employees, subcontractors and agents during the time such employees, subcontractors and agents are assigned to work on site at MD Anderson s premises or facilities. Contractor acknowledges that MD Anderson will require immediate removal of any employee, subcontractor or agent of Contractor assigned to work at MD Anderson s premises or facilities if such employee, subcontractor or agent is found to be on the OIG's List of Excluded Individuals/Entities. The OIG's List of Excluded Individuals/Entities may be accessed through the following Internet website: 4. By signing hereon Contractor certifies it qualifies status in one of the below as defined by the State of Texas. 4.1 Contractor, is a Small Business (as defined by Chapter 2155 of the Texas Government Code), and claims the following status: (100) Small Business, Non-HUB (160) Non-minority, Female, Small Business (100N) Disabled Person, Small Business (171) Asian Pacific American, Male, Small Business (141) Black American, Male, Small Business (172) Asian Pacific American, Female, Small Business (142) Black American, Female, Small Business (181) Native American, Male, Small Business (151) Hispanic American, Male, Small Business (182) Native American, Female, Small Business (152) Hispanic American, Female, Small Business 4.2 Contractor, is not a Small Business as defined above and claims the following status: (900N) Disabled Person (971) Asian Pacific American, Male (941) Black American, Male (972) Asian Pacific American, Female (942) Black American, Female (981) Native American, Male (951) Hispanic American, Male (982) Native American, Female (952) Hispanic American, Female (900) None of the above (960) Non-minority, Female T:\Rider 105.dot (Rev. 8/31/10) Page 1 of 3

54 RIDER 105 CONTRACTOR S AFFIRMATIONS AND WARRANTIES 4.3 Contractor is to indicate below if they are /are not certified by the Texas Procurement and Support Services Division of the Texas Comptroller s Office as a Historically Underutilized Business. 4.4 Contractor is: YES, Contractor is certified by the Texas Procurement and Support Services Division of the Texas Comptroller s Office. NO, Contractor is not certified by the Texas Procurement and Support Services Division of the Texas Comptroller s Office. A Non-Resident Contractor (e.g., does not maintain a permanently staffed full time office in Texas). A Resident Contractor (e.g., does maintain a permanently staffed full time office in Texas). Anticipating the use of Texas Non-Resident firms as sub-contractors and will provide information of such contracts, when requested. Not anticipating the use of Texas Non-Resident firms as sub-contractors. 5. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it will comply with all specifications, requirements, terms, and conditions set forth in this Agreement/Purchase Order and on any rider or attachments to the Agreement/Purchase Order. Contractor affirms, certifies, and warrants that the products or services Contractor provides under this Agreement/Purchase Order will meet or exceed the specifications set forth in this Agreement/Purchase Order. 6. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all statements and information prepared and submitted under this Agreement/Purchase Order (including all information submitted by Contractor in response to or to verify the affirmations, certifications, and warranties set forth in this Rider) are current, complete, and accurate. 7. If Contractor is a franchise, then (a) (b) Contractor affirms, certifies, and warrants that it shall maintain such franchise in full force and effect at all times during the existence of this Agreement/Purchase Order, and Contractor shall provide MD Anderson with all data that MD Anderson, in its sole discretion, deems necessary to identify Contractor s franchise, the date on which Contractor s franchise will expire, and to certify that Contractor s franchise remains in good standing at all times during the existence of the Agreement/Purchase Order. 8. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that (1) no relationship (whether by blood, marriage, business association, capital funding agreement or by any other kinship or connection) exists between Contractor and an employee of MD Anderson, and (2) Contractor has not been an employee of MD Anderson within the twelve (12) month period immediately prior to the date of this Agreement/Purchase Order, or (3) in the event such a relationship does exist, full written disclosure of the relationship has been made by Contractor to MD Anderson prior the execution of this Agreement, or acceptance of Purchase Order. Contractor understands that all such disclosures will be subject to administrative review, and approval by MD Anderson prior to MD Anderson s execution of this Agreement/Purchase Order. 9. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that: (1) Contractor is not a party to any agreement with MD Anderson whereby it has licensed from MD Anderson any technology, invention, or other intellectual property that relates to or is used with any goods or services being acquired by MD Anderson hereunder; and (2) as a result of the sale to MD Anderson of the goods or services hereunder, Contractor will not owe, directly or indirectly, any royalties, fees, or other consideration of any kind to MD Anderson or any employee of MD Anderson under the terms of any license agreement with MD Anderson. Contractor will advise MD Anderson in writing of any change in status with respect to the foregoing items (1)-(2), by sending written notice within ten (10) days of such status change to: Legal Services, Unit 537, The University of Texas MD Anderson Cancer Center, P.O. Box , Houston TX , ATTENTION: Chief Legal Officer. T:\Rider 105.dot (Rev. 8/31/10) Page 2 of 3

55 RIDER 105 CONTRACTOR S AFFIRMATIONS AND WARRANTIES 10. OSHA COMPLIANCE By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all goods and services furnished under this Agreement/Purchase Order will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law ) and its regulations in effect as of the date on which the goods or services are furnished. 11. AFFIRMATIVE ACTION COMPLIANCE In addition to the Contractor s affirmation, certification, and warranty under Section 10 of this Rider, if this Agreement exceeds $50, in value Contractor, shall provide a copy of its written Civil Rights "Affirmative Action Compliance Program" which shall be incorporated into Exhibit A to this Rider. If Contractor is NOT required to have such a written Civil Rights "Affirmative Action Compliance Program", Contractor must state the reasons why it is not required to have such a written program in Exhibit A to this Rider. CONTRACTOR NAME DATE BY (ORIGINAL SIGNATURE) COMPTROLLER I.D. NO., FEI NO. or SSN TYPED NAME & TITLE TELEPHONE NUMBER CORPORATE CONTRACTORS SHALL FURNISH THE FOLLOWING INFORMATION: WHERE INCORPORATED CHARTER NUMBER SOLE OWNER'S SOCIAL SECURITY NUMBER EXHIBIT A Civil Rights "Affirmative Action Compliance Program" T:\Rider 105.dot (Rev. 8/31/10) Page 3 of 3

56 EXHIBIT L RIDER 106, PREMISES RULES Agreement Limited Quantity Limited Scope ses

57 RIDER 106 PREMISES RULES If this Agreement requires Contractor's presence on MD Anderson's premises, buildings, grounds, facilities, or campus, whether owned, leased or otherwise controlled by MD Anderson (collectively, MD Anderson s campus ), Contractor represents and warrants that it will ensure that its representatives, agents, employees, and permitted subcontractors are aware of, fully informed about and in full compliance with Contractor's obligations under the following rules: A. Contractor (and its representatives, agents, employees and permitted subcontractors) will comply with all applicable MD Anderson rules and policies, including, without limitation, those related to environmental quality, safety, fire prevention, noise, information security, and architectural barriers issued by MD Anderson's Department of Environmental Health and Safety, (713) , and those that restrict the use of alcohol on MD Anderson s campus. B. MD Anderson is a smoke-free institution. Smoking, or use of smokeless tobaccos, is prohibited throughout MD Anderson s campus. C. Contractor will have the right to access only those areas in MD Anderson s campus that are public areas or areas that it is necessary for Contractor to access in order to provide the products and perform the services under this Agreement. Cellular telephones and two-way radios are prohibited in some areas of MD Anderson s campus and Contractor affirms, certifies, and warrants that its representatives, agents, employees, and permitted subcontractors will abide by such prohibitions. D. It is the policy of MD Anderson to maintain a safe environment free from violence on MD Anderson s campus. Any direct or indirect threats or acts of violent behavior are prohibited. Violence includes, but is not limited to, intimidating, threatening, or hostile behavior; physical or verbal abuse; harassment, stalking, vandalism, arson, sabotage, use of weapons, possession of weapons on institutional property, the threat of any of the above, or any other act inconsistent with MD Anderson s campus violence policy. Intentionally bringing a prohibited weapon including a licensed, concealed handgun on MD Anderson s campus is a violation of MD Anderson s campus violence policy. Furthermore, any violation of a law prohibiting violence and violent behavior (including, but not limited to, the violation of Section of the Texas Education Code or of Section of the Texas Penal Code) also constitutes a violation of MD Anderson s campus violence policy. Violators of MD Anderson s campus violence policy or of any law prohibiting violence or violent behavior may be removed from or refused further access to MD Anderson s campus. Contractor represents and warrants that Contractor and all of its representatives, agents, employees, and permitted subcontractors will comply with MD Anderson s campus violence policy and all laws prohibiting violence and violent behavior. MD Anderson reserves the right to pursue criminal or civil actions against violators of MD Anderson s campus violence policy or of any law prohibiting violence and violent behavior. Contractor will remove from the performance of any work under this Agreement any Contractor representative, agent, employee, or permitted subcontractor that MD Anderson, in its sole discretion, finds has violated MD Anderson s campus violence policy or any law prohibiting violence and violent behavior. E. Contractor will ensure all personnel sent to work at MD Anderson s campus that have direct patient care/contact under this Agreement will be able to show proof of a tuberculosis screening having been completed within ninety (90) calendar days prior to starting work at MD Anderson s campus and every two years thereafter. Contractor will also be able to show proof that these same personnel do not have active tuberculosis. The results of the screening will be made available to MD Anderson upon request. Contractors with direct patient care/contact will also inform MD Anderson whether any of its onsite personnel have had, been exposed to, or been vaccinated against chicken pox. This paragraph does not apply to contractors deemed by MD Anderson to not have direct patient care/contact. F. Contractor will be solely responsible for ensuring that all of its agents, employees, personnel, permitted subcontractors, or representatives abide by the provisions set forth in this Rider 106. G. The University of Texas Police Department ( UTPD ) & Security Equipment: The UTPD is the law enforcement agency of record for all property and premises owned, leased, or otherwise under the control of MD Anderson. The UTPD will be notified in matters relating to the following: 1. Reporting of criminal incidents, including those occurring to or involving Contractor property and personnel if the incident occurs on MD Anderson campus; 2. The investigation of crimes, including those involving Contractor's property and personnel, if the incident occurs on MD Anderson campus; and 3. Reporting of security problems. H. Contractor will not retain the services of outside guard or law enforcement services in connection with work on MD Anderson s campus without the specific prior written approval of the Chief of the UTPD. I. Contractor will not install or operate any system intended to electronically control access and/or detect and report intrusion, hold-up or duress on any MD Anderson property, any MD Anderson leased premises or any premises otherwise under the control of MD Anderson. Where such systems are required due to the nature of the Contractor's operation, the UTPD will be responsible for approval, design and installation. Once approved by UTPD, the system s cost will be Contractor s responsibility. T:\Rider 106.dot (Rev 8/31/10) Page 1 of 2

58 RIDER 106 PREMISES RULES J. Installation by Contractor of any security system is subject to the review and approval of UTPD. If Contractor desires to install an electronic security system in accordance with the terms of this Agreement, Contractor will contact the UTPD - Crime Prevention Component of UTPD at (713) and request that UTPD establish design criteria for the application. Contractor will provide written evidence of the estimated cost of the electronic security system to the Technical Services Component of UTPD located at 7777 Knight Road and, if the electronic security system is approved by UTPD, the Technical Services Component of UTPD will coordinate the installation of the approved system. Upon written approval of the UTPD Chief, Contractor may use a commercial installation company to install the electronic security system under the coordination of the UTPD. right to deny Contractor and its personnel access to MD Anderson s campus. P. MD Anderson will not be obligated to pay for labor hours supplied by any individual(s) upon whom a background check and records check is not completed or who fails to meet the standards described in this Rider. K. All security related systems must be monitored and controlled by the UTPD and UTPD must be the primary monitoring station. If Contractor utilizes the services of a commercial alarm company or a proprietary alarm monitoring station, the system may report to such location after first transmitting the alarm to the UTPD. L. Contractor is responsible for the performance of the persons Contractor assigns to provide services for MD Anderson on MD Anderson s campus. Contractor will not knowingly assign individuals to provide services on MD Anderson s campus who have a history of violent, unacceptable, or grossly negligent behavior or who have a felony conviction. Prior to supplying labor services under this Agreement, MD Anderson may require Contractor to provide a list identifying the individuals that may be assigned to MD Anderson along with a letter signed by an appropriate officer of Contractor that affirms compliance with this Rider. Contractor will revise such letter each time there is a change in Contractor s personnel assigned to MD Anderson s campus, but in any case, annually on the anniversary date of this Agreement. M. Contractor will ensure that all individuals assigned by Contractor to perform services on MD Anderson s campus will display in plain view a photo identification badge provided by MD Anderson while on MD Anderson s campus. N. Contractor will retain resumes of all Contractor's employees assigned to this project. Contractor will ensure the proper maintenance of these documents for a minimum of one (1) year after contract completion. Contractor will maintain all documentation, including the results of any background checks, during the term of this Agreement. O. MD Anderson will have the right to reject any individual(s) that Contractor offers to assign to MD Anderson s account for any reason. In addition, if Contractor and/or its personnel fail to abide by these Premises Rules, MD Anderson will have the T:\Rider 106.dot (Rev 8/31/10) Page 2 of 2

59 EXHIBIT M RIDER 107, TRAVEL POLICY Agreement Limited Quantity Limited Scope ses

60 Page 1 of 1 Rider 107 TRAVEL POLICY All travel and expense costs will be calculated as follows: 1. Vendor must use regular coach (state rate or corporate rate, whichever is lower) air transportation for travel in excess of 200 miles, unless otherwise agreed by MD Anderson. In order to maximize discounted airfares, Vendor, with the cooperation of MD Anderson, will schedule on-site visits far enough in advance to take advantage of most advance-purchase offers. In the event meetings or onsite visits are cancelled by MD Anderson, the Vendor may charge for any advance-purchase cancellation penalties imposed by the airline. 2. Corporate or state, whichever is lower, rate discounts will be used for hotel accommodations. 3. Maximum billable amount per person per day for meals will be $ Departing from MD Anderson prior to 12:01 p.m. negates any billing for meals for that day. Meal expenses are reimbursable for vendors who travel 50 miles or more, and stay overnight. 4. Rental cars will be the least expensive, air-conditioned, automatic transmission, mid-size car available to the vendor under corporate rate programs. Full coverage collision insurance may be used for rental cars, but personal protection plans will not be reimbursed. 5. Ground transportation, parking costs and tolls may be invoiced at cost. 6. Personal automobile mileage charges will be computed based upon actual miles to and from the appropriate office to and from the client facility. Mileage charges will be invoiced at the standard mileage rate recognized by the State of Texas at the time of invoicing. 7. Miscellaneous expenses (i.e., tips, transfers, etc.) will be invoiced at not-to-exceed $5.00 per person per day, if deemed reasonable. All travel or miscellaneous expenses must receive prior written approval by the Project Coordinator. Vendor will not be reimbursed for expenses which do not receive this prior written approval. All travel or miscellaneous expenses must be submitted with an original receipt. All approved expenses will be reimbursed at actual cost only. Vendor will not be reimbursed for expenses which are not accompanied by original receipts. T:/ Rider 107 (Rev 8/31/10)

61 EXHIBIT N RIDER 117, COMPLIANCE WITH INSTITUTIONAL POLICIES Agreement Limited Quantity Limited Scope ses

62 RIDER 117 Institutional Policies In accordance with the education requirements set forth in Section 6032 of the Deficit Reduction Act of 2005 (Act), The University of Texas MD Anderson Cancer Center has implemented the following policies, copies of which are enclosed and are hereby incorporated into this agreement Fraud, Waste, and Abuse Policy (UTMDACC Institutional Policy # ADM0157) 2. Hospital Compliance Plan (UTMDACC Institutional Policy # ADM0154) 3. Non-Retaliation Policy (UTMDACC Institutional Policy # ADM0254) These policies and any updates and amendments to such policies are available via Terms and Conditions. T:/Rider 117 (Rev. 8/31/10) 1