the university of texas md anderson cancer center

REQUEST FOR PROPOSALS FOR

THE UNIVERSITY OF TEXAS MD ANDERSON CANCER CENTER JOB ORDER CONTRACTING (JOC) SERVICES BASTROP/SMITHVILLE

PRE-SUBMITTAL CONFERENCE: May 5, 2014, 9:00 AM The Virginia Harris Cockrell Research Center at UT MD Anderson Science Park Room SRC1.118

SUBMITTAL DUE DATE: May27, 2014 2:00 PM LOCAL TIME

Prepared By: MD Anderson Cancer Center Sourcing & Contract Management 7007 Bertner Avenue, Suite 1MC11.2339 Houston, Texas 77030 713-745-8300

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Response to this Request for Proposals requires the Respondent to submit a Letter of HUB Commitment in response to the MD Anderson HUB Subcontracting Plan (HSP) requirement detailed in Subsection 1.13 of this RFP, “Historically Underutilized Businesses (HUB).” Failure to submit the Letter of HUB Commitment in accordance with Subsection 1.13 will result in your Proposal being disqualified (Ref. Exhibit D – HUB Commitment Letter). If you have a n y questions or need assistance please contact Owner’s Point of Contact or Owner’s Supplier Diversity Programs / HUB Program Coordinator.

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TABLE OF CONTENTS

Section 1 - General Information and Requirements 1.1 1.2

1.3

1.4

1.5 1.6

1.7

1.8

General Information Public Information

Type of Contract

Clarifications and Interpretations

Submission of Proposals Point-Of-Contact

Evaluation of Proposals

Acceptance of Evaluation Methodology

1.12

Eligible Respondents

1.10

1.11

1.13

1.14 1.15

1.16

1.17

1.18

1.19

1.20 1.21 1.22

1.23

1.24

2.2 2.3

2.4 2.5

Pre-Proposal Conference

Historically Underutilized Businesses Submittal Requirements

3.4

Respondent’s Qualifications and Experience of the Team Members

3.8

Sales and Use Taxes

3.9

Certification of Franchise Tax Status

3.10

Required Notices of Workers’ Compensation Insurance Coverage

3.11

Prevailing Minimum Wage Rate Determination

Delinquency in Paying Child Support

Respondent’s Past Performance and/or Ability to Manage JOC Projects and Provide Added Value

Respondent’s Knowledge of Current JOC Construction Methodologies and Technology Respondent’s Quality Control

Respondent’s Problem Resolution and Quality Assurance Respondent’s Safety Program

Respondent’s Financial Ability to Provide JOC Services Respondent’s Pricing and Delivery Commitment Proposal

Section 4 - Format of Proposals

Financial Commitment

4.1

Insurance

4.2

Proposal Security Bond

4.3

Payment & Performance Bonds

4.4

Group Purchase Authority Compliance with Law

General Instructions

Page Size, Binding, Dividers and Tabs Table of Contents Pagination

Section 5 - Attachments to the Request for Proposals 5.1

Historical Background

5.2

Mission Statement

Project Description and Scope

5.3 5.4

Project Planning Schedule Construction Documents

Respondent’s Ability To Provide Institutional Facility JOC Construction Repair and Rehabilitation Programs

Proposed Team’s Experience Providing JOC Services for Complex Healthcare Research and Animal Vivarium Projects For the UT System or Similar Institutions

3.7

5.5

Section 3 - Requirements For Competitive Sealed Proposals 3.1

3.3

3.6

No Reimbursement for Costs

Section 2 - Executive Summary 2.1

Respondent’s Demonstrated Competence and Experience with Implementing Institutional Facility Projects Under Job Order Contracting Programs

3.5

Owner’s Reservation of Rights

1.9

3.2

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Attachment A - DRAFT Job Order Contracting Master Agreement Attachment B - Pricing and Delivery Commitment Proposal Form Attachment C - Execution of Offer Form Attachment D -HUB Commitment Letter Form Attachment E - Request for Information Form

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REQUEST FOR PROPOSALS MD ANDERSON CANCER CENTER JOB ORDER CONTRACTING (JOC) SERVICES BASTROP/SMITHVILLE SECTION 1 – GENERAL INFORMATION & REQUIREMENTS 1.1

1.2

GENERAL INFORMATION: The University of Texas MD Anderson Cancer Center (“Owner”), is accepting proposals, in accordance with the terms, conditions, and requirements set forth in this Request for Proposals (“RFP”), for Job Order Contracting (JOC) Services for the minor construction, repair, rehabilitation, and alteration work, or some combination thereof, to be performed on a non-exclusive, indefinite quantity basis, when and as requested by Owner pursuant to §51.784, Texas Education Code. This RFP provides the information necessary for each interested Respondent to prepare and submit a Competitive Sealed Proposal (“Proposal”) for consideration, evaluation and ranking by the Owner. 1.1.1

This RFP is the first step in a process used for selecting up to three (3) contractors to provide Job Order Contracting (JOC) Services under Owner’s Job Order Contracting Program for implementing minor construction work, repair work, rehabilitation work, or alteration work, or any combination thereof, in Owner’s facilities at the Owner’s campuses in Smithville and Bastrop. Based upon the selection criteria published in this RFP, the Owner will evaluate and rank each Proposal received in response to this RFP to determine the order in which the Respondents propose to provide the “best value” for the Owner.

1.1.2

After evaluating the Proposals, up to five (5) Respondents may be requested to attend an interview with the Owner. Each interviewee will be asked to confirm its Proposal and to answer additional questions. If interviews are requested, the Owner will then rank each Respondent based upon the evaluation and ranking of its Proposal, as clarified and confirmed during the interviews, in order to select the Respondent or Respondents offering the “best value” to the Owner based on the published selection criteria.

1.1.3

The Owner may first attempt to negotiate an agreement with the one or more selected Respondent(s). If the Owner is unable to reach agreement with the selected Respondent(s), the Owner may formally end negotiations with any unsuccessful Respondent(s) and proceed to the next “best value” Respondent in the order of the selection ranking until an agreement is, or agreements are, executed or until all Proposals are rejected.

PUBLIC INFORMATION: All information, documentation, and other materials submitted in response to this solicitation are considered non-confidential and/or non-proprietary and are subject to public disclosure under the Texas Public Information Act (Texas Government Code, Chapter 552.001, et seq.) after the solicitation is completed. 1.2.1

The Owner strictly complies with all statutes, court decisions, and opinions of the Texas Attorney General with respect to disclosure of RFP information.

1.2.2

The Owner may seek to protect from disclosure all information submitted in response to this RFP until such time all final Agreements are executed.

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1.2.3

Upon execution of final Agreements, Owner will consider all information, documentation, and other materials requested to be submitted in response to this RFP, to be of a non-confidential and non-proprietary nature and, therefore, subject to public disclosure under the Texas Public Information Act (Texas Government Code, Chapter 552.001, et seq.). Respondent will be advised of a request for public information that implicates their materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General. Certain information may be protected from release under Sections 552.101, 552.110, 552.113, and 552.131, Texas Government Code.

1.3

TYPE OF CONTRACT: Any agreement resulting from this solicitation will be in the form of the Owner’s standard Job Order Contracting Master Agreement, a draft of which is attached to this RFP.

1.4

CLARIFICATIONS AND INTERPRETATIONS: Any clarifications or interpretations of this RFP that materially affect or change its requirements will be issued by the Owner as an addendum on the MD Anderson web site (http://www.mdanderson.org/departments/bids). It is the responsibility of each Respondent to obtain this information in a timely manner. All such addenda issued by the Owner before the Proposals are due are part of the RFP, and each Respondent shall acknowledge receipt of and incorporate each addendum into its Proposal.

1.5

1.4.1

No oral explanation in regard to the meaning of the Solicitation Documents will be made and no oral instructions will be given before the award of the contract(s). Discrepancies, omissions or doubts as to the meaning of Specifications shall be communicated in writing to Owner for interpretation. Any interpretation made will be in the form of an Addendum, which will be issued as set forth above and receipt of each addendum by the Respondent shall be acknowledged on the Pricing and Delivery Commitment Proposal Form.

1.4.2

Respondents shall consider only those clarifications and interpretations that the Owner issues by addenda three (3) calendar days prior to the Submittal Due Date. Interpretations or clarifications in any other form, including oral statements, will not be binding on the Owner and should not be relied on in preparing Proposals.

SUBMISSION OF PROPOSALS: 1.5.1

DEADLINE AND LOCATION: The Owner will receive Proposals at the time and location described below. May 27, 2014, 2:00 PM LOCAL TIME Physical Address for Courier Delivery: The University of Texas MD Anderson Cancer Center Science Park Room SRC1.113 1808 Park Road 1C Smithville, Texas 78957 Attn: Karrie McKeown – Contract Administrator

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1.5.1.1 Respondent shall submit ten (10) identical complete copies of its Proposal, organized and assembled as described in this RFP. 1.5.1.2 Respondent must submit one (1) complete, virus free, exact copy of its Proposal on a CD. The CD must be submitted in a SEALED envelope apart from the other Proposal documents and must be submitted at the same time the hard copy sealed Proposal documents are submitted. The envelope containing the CD must clearly be labeled “Proposal” and have the name of the submitting firm and the RFP number on both the sealed envelope and on the CD. 1.5.1.3 Respondent must submit one (1) complete copy of the Pricing and Delivery Commitment Proposal and the Execution of Offer in a SEALED envelope apart from the other Proposal documents and must be submitted at the same time the hard copy Proposal documents are submitted. The envelope must clearly be labeled with the name of the submitting firm and the RFP number.

1.6

1.5.2

Submit the HUB Subcontracting Commitment Letter by the Submittal Due date separate from the other Proposal documents in a SEALED Envelope within the sealed response.

1.5.3

Proposals and HUB Subcontracting Letters of Commitment that are received late will be returned to the Respondent unopened. The Point-of-Contact identified in Section 1.6 will identify the official time clock at the Proposal submittal location identified above.

1.5.4

The Owner will not acknowledge or receive any Proposal or any HUB Subcontracting Letter of Commitment that is delivered by telephone, facsimile transmission (fax), or electronic mail (e-mail).

1.5.5

Properly submitted Proposals and HUB Letters of Commitment will not be returned to Respondents.

1.5.6

Proposals and HUB Letters of Commitment must be enclosed in a sealed envelope (box or container) addressed to the Point-of-Contact identified in Section 1.6. The package must clearly identify the submittal deadline, the RFP number, and the name and return address of the Respondent.

1.5.7

Properly submitted Proposals will be opened publicly and the names of the Respondents only will be read aloud after the HUB Letters of Commitment are received and confirmed by the Owner. Contents of the Proposals will be afforded security sufficient to preclude disclosure of the contents prior to award. The public opening shall be held at the location identified in this RFP.

POINT-OF-CONTACT: The Owner designates the following person, as the representative and sole Point-of-Contact for this RFP. Respondents shall restrict all contact with the Owner and direct all questions regarding this RFP, including questions regarding terms and conditions, to the Point-of-Contact person. John Wroth The University of Texas MD Anderson Cancer Center Sourcing & Contract Management Email: [email protected]

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1.7

EVALUATION OF PROPOSALS: The evaluation of Proposals shall be based on the requirements described in this RFP. All properly submitted Proposals will be reviewed, evaluated, and ranked by Owner as follows: 1.7.1

1.8

OWNER’S RESERVATION OF RIGHTS: Owner reserves the right to award a contract for all or any portion of the requirements proposed by reason of this request, award multiple contracts, or to reject any and all Proposals if deemed to be in the best interests of the Owner and to resolicit for proposals, or to reject any and all Proposals if deemed to be in the best interests of the Owner and to temporarily or permanently abandon the procurement. Owner makes no representations, written or oral, that it will enter into any form of agreement with any Respondent to this RFP for any project and no such representation is intended or should be construed by the issuance of this RFP. 1.8.1

1.9

Owner will review the proposals for compliance with the Historically Underutilized Business (HUB) requirements and Respondent’s Proposal shall be identified as qualified for further evaluation or disqualified for non-conformance with HUB requirements.

Respondent understands and agrees that this RFP and any subsequent agreement ensuing from this RFP is contingent upon approval by Owner and The University of Texas Board of Regents. Respondent understands and agrees that Owner has made no representation, written or oral, that any such approvals will actually be obtained. If any such approvals are not obtained, Respondent understands and agrees that this RFP and any subsequent agreement ensuring from this RFP will be null, void, and of no effect.

ACCEPTANCE OF EVALUATION METHODOLOGY: By submitting its Proposal in response to this RFP, Respondent accepts the evaluation process and acknowledges and accepts that determination of the “best value” firm or firms will require subjective judgments by the Owner. 1.9.1

The Owner reserves the right to consider any Proposal “non-responsive” if the Proposal is determined to be unreasonable or irresponsible in relation to the other submitted Proposals.

1.10

NO REIMBURSEMENT FOR COSTS: Respondent acknowledges and accepts that any costs incurred from the Respondent’s participation in this solicitation process shall be at the sole risk and responsibility of the Respondent.

1.11

PRE-SUBMITTAL CONFERENCE: A pre-submittal conference will be held at the time and location described below. Attendance at the pre-submittal conference is optional. May 5, 2014 at 9:00 AM, local time The Virginia Harris Cockrell Cancer Research Center at UT MD Anderson Science Park – Smithville, Texas “Jake” J. J. Pickle Conference Center – Room SRC1.118 1808 Park Road 1C Smithville, Texas 78957 Attn: Karrie McKeown – Contract Administrator 1.11.1 A guided tour of the project site will not be included as a part of the conference agenda.

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1.12

ELIGIBLE RESPONDENTS: Only individual firms or lawfully formed business organizations may apply (This does not preclude a Respondent from using consultants.) The Owner will contract only with the individual firm or formal organization that submits a Proposal.

1.13

HISTORICALLY UNDERUTILIZED BUSINESSES SUBMITTAL REQUIREMENTS: 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 (HUB) in all contracts. Accordingly, the Owner has adopted its Policy on Utilization of Historically Underutilized Businesses (included in the solicitation documents). Under Owner’s Job Order Contracting Program, the Policy will apply to all Job Order Projects with an expected value of $100,000 or more. If Owner determines that subcontracting opportunities are probable, then a HUB Subcontracting Plan will be a required element of each Job Order Proposal. Failure to submit a required HUB Subcontracting Plan will result in rejection of the Job Order Proposal. Under the requirements of this RFP, Respondent is required to submit HUB Commitment Letter as set forth below. 1.13.1 STATEMENT OF PROBABILITY 1.13.1.1 Owner has determined that subcontracting opportunities are probable in connection with this procurement solicitation. Therefore, Respondents must submit a Letter of HUB Commitment in response to the HUB Subcontracting Plan (HSP) requirement as a part of the Respondent's Proposal. The Respondent shall develop and administer a HSP as a part of the Respondent's Proposal in accordance with the Owner’s Policy on Utilization of Historically Underutilized Businesses (HUB). 1.13.1.2 Respondent shall submit, with its Proposal, the attached Letter of HUB Commitment, without modification, on the Respondent’s letterhead ensuring that if awarded a contract, the Respondent will complete a HSP for each project which may exceed $100,000 assigned to the Respondent by Owner in accordance with the requirements of the contract.

1.14

1.13.1.3

A HSP is not to be submitted with Respondent’s Proposal in response to this RFP; however, a HSP will be required on a per project basis in accordance with Item 1.13.1.2 above.

1.13.1.4

All HUB Letters of Commitment must be submitted by the Submittal Due Date SEPARATE from the Proposal in a SEALED Envelope.

1.13.1.5

Refer to Policy on Utilization of Historically Underutilized Business (included with the solicitation documents) and the Summary of Requirements for a detailed list of attachments required with the Proposal.

1.13.1.6

Submit the HUB Commitment Letter as described in Section 4.1.2 of this RFP.

SALES AND USE TAXES: Section 151.311, Tax Code, as amended effective October 1, 1993, permits the purchase free of state sales and use taxes of tangible personal property to be incorporated into realty in the performance of a contract for an improvement to realty for certain exempt entities that include The University of Texas System. The section further permits the purchase tax-free of tangible personal property (other than machinery or equipment and its accessories and repair and replacement parts) for use in the performance of such a contract if the property is "necessary and essential for the performance of the contract" and "completely consumed at the job site." In addition, the section permits the purchase tax-free of a tangible -8-

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service for use in the performance of such a contract if the service is performed at the job site and if "the contract expressly requires the specific service to be provided or purchased by the person performing the contract" or "the service is integral to the performance of the contract." 1.15

CERTIFICATION OF TAX STATUS: Respondents are advised that the successful Respondent will be required to submit certification of franchise tax status as required by State Law (H.B. 175, Acts 70th Leg. R.S., 1987, Ch. 283, p. 3242). The Respondent further agrees that each subcontractor and supplier under contract will also provide a certification of franchise tax status.

1.16

REQUIRED NOTICES OF WORKERS' COMPENSATION INSURANCE COVERAGE: The Texas Workers' Compensation Commission has adopted a new rule, 28 TAC, sec. 110.110, relating to REPORTING REQUIREMENTS FOR BUILDING OR CONSTRUCTION PROJECTS FOR GOVERNMENTAL ENTITIES. The rule applies to all building or construction contracts advertised for bid on or after September 1, 1994. The rule implements sec. 406.096, Texas Labor Code, which requires workers' compensation insurance coverage for all persons providing services on a building or construction project for a governmental entity. The requirements of the rule are set forth in the 2013 Uniform General Conditions for University of Texas Building Construction Contracts (UTUGCs).

1.17

PREVAILING WAGE RATE DETERMINATION: Respondents are advised that the Texas Prevailing Wage Law will be administered in accordance with the policies and procedures set forth in the U. T. System document, entitled "Prevailing Wage Guidelines." A copy is attached to the Owner’s Special Conditions. The penalty for violation of prevailing wage rates has been increased from $10.00 per underpaid worker per day or portion thereof to $60.00.

1.18

DELINQUENCY IN PAYING CHILD SUPPORT: Section 14.52, Texas Family Code, provides that a child support obligor who is thirty (30) or more days delinquent in paying child support under a court order or a written repayment agreement is not eligible to submit a proposal or enter into a contract to provide property, materials, or services under a contract with the State. Further, it provides that a sole proprietorship, partnership, corporation, or other entity in which a sole proprietor, partner, major shareholder or substantial owner is such a delinquent obligor is ineligible to submit a proposal on a state contract.

1.19

FINANCIAL COMMITMENT: The University of Texas MD Anderson Cancer Center is an institution of The University of Texas System, which consists of nine universities and six health institutions. 1.20.1 Each UT System campus is a financially separate entity and shall be solely responsible for the financial commitments of that institution.

1.20

INSURANCE: Contractor shall carry and will cause its subcontractors to carry, at least the insurance in accordance with the terms of the draft Job Order Contracting Master Agreement (ref. Attachment A, Draft Job Order Contracting Master Agreement; and Article 5.2, Insurance Requirements, UTUGCs, and Owner’s Special Conditions).

1.21

PROPOSAL SECURITY BOND: A Proposal Security Bond is not required.

1.22

PERFORMANCE AND PAYMENT BONDS: For each Job Order issued under the terms of the proposed Master Agreement, a Performance Bond and a Payment Bond may be required upon award o f that specific Job Order. When required, the Payment Bond and the Performance Bond -9-

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shall be provided in accordance with the terms of the proposed Job Order Contracting Master Agreement and the UTUGCs. 1.23

GROUP PURCHASE AUTHORITY: Texas law authorizes institutions of higher education (defined by section 61.003, Education Code) to use group purchasing procurement methods (ref. Sections 51.9335, 73.115, and 74.008, Education Code). Additional Texas institutions of higher education may therefore elect to enter into a contract with the successful Respondent under this RFP.

1.24

COMPLIANCE WITH LAW: Contractor is aware of, is fully informed about, and in full compliance with its obligations under existing applicable law and regulations, including Title VI of the Civil Rights Act of 1964, as amended (42 USC 2000(D)), Executive Order 11246, as amended (41 CFR60-1 and 60-2), Vietnam Era Veterans Readjustment Act of 1974, as amended (41 CFR60-250), Rehabilitation Act of 1973, as amended (41 CFR 60-741), Age Discrimination Act of 1975 (42 USC 6101 et seq.), Non-segregated Facilities (41 CFR 60-1), Omnibus Budget Reconciliation Provision, Section 952, Fair Labor Standards Act of 1938, Sections 6, 7, and 12, as amended, Immigration Reform and Control Act of 1986, and Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals (PL 96-507), the Americans with Disabilities Act of 1990 (42 USC 12101 et seq.), the Civil Rights Act of 1991, University of Texas System Administration Policy UTS165, and all laws and regulations and executive orders as are applicable.

SECTION 2 – EXECUTIVE SUMMARY 2.1

HISTORICAL BACKGROUND: MD Anderson is known throughout the world for high-quality cancer care, research, academic programs and prevention services. Since its establishment in 1941, MD Anderson has made major contributions to improve the outlook for cancer patients everywhere. MD Anderson was one of the first three federally designated comprehensive cancer centers by the National Cancer Act of 1971. A survey of health professionals has routinely ranked MD Anderson as one of the two premier cancer centers in the nation for the past eight years. Over 55,000 persons annually seek care at MD Anderson. The team approach to cancer care, pioneered at MD Anderson, has been strengthened by consolidating specialty clinics into multi-disciplinary care centers that allow patients to receive more ambulatory care and treatment in a single location. MD Anderson offers one of the largest bone marrow and stem cell transplantation programs, as well as clinical trials, to improve existing therapies. Teams of clinical specialists collaborate with scientists on problems of common interest and test theories that shorten the application of better treatment methods. Translational research studies are responsible for the promising field of chemoprevention, which uses synthetic vitamins to reverse pre-malignant lesions and halt the recurrence of some cancers, and for innovative gene therapy strategies being evaluated for several forms of cancer. With faculty and staff working in more than 30 buildings in the greater Houston area and in central Texas, MD Anderson is the largest freestanding cancer center in the world. The physical plant covers more than 11 million square feet, featuring the latest equipment and facilities to support growing needs in outpatient and inpatient care, research, prevention - 10 -

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and education. In addition to its main campus in the Texas Medical Center, MD Anderson has developed a number of local, national and international affiliations and operates several Houston Regional Care Centers.

MD Anderson has two other campuses, one of which is located near Smithville, Texas and the other is located near Bastrop, Texas. The Smithville campus is located on a 717 acre site adjacent to Buescher State Park and is referred to as The Virginia Harris Cockrell Cancer Research Center at UT MD Anderson Science Park. It houses the Department of Carcinogenesis. Current research activities include studies in cellular and molecular biology, genetics, virology, immunology, toxicology, and pharmacology. The campus has more than 150,000 square feet of research and educational facilities. The Bastrop campus is located on a 381 acre site and employs more than 120 staff and faculty. It houses the Veterinary Sciences Division and is referred to as the Michale E. Keeling Center for Comparative Medicine and Research. It is engaged in the study of the environmental causes of cancer and other studies which include hepatitis, HIV, diabetes, hypertension, obesity, cellular immunology, aging, and behavior. The Bastrop site also includes a center to provide veterinary resources for research. Only the two campuses located in Bastrop County, Texas are the subjects of this RFP.

2.2

MISSION STATEMENT: Mission. The mission of MD Anderson is to eliminate cancer in Texas, the nation and the world through outstanding integrated programs in patient care, research, education and prevention, and through education for undergraduate and graduate students, trainees, professionals, employees and the public. Vision. We shall be the premier cancer center in the world, based on the excellence of our people, our research-driven patient care and our science. We are Making Cancer History. Core Values.  Caring: By our words and actions, we create a caring environment for everyone.

2.3



Integrity: We work together to merit the trust of our colleagues and those we serve.



Discovery: We embrace creativity and seek new knowledge.

PROGRAM DESCRIPTION AND SCOPE 2.3.1

MD Anderson Cancer Center anticipates a need for Job Order Contracting Services enabling the Owner to engage one or more contractors for the minor construction, repair, rehabilitation or alteration of its facilities in Bastrop and Smithville. Multiple projects that must be completed simultaneously are possible and Owner requires that these projects be completed in a timely and cost effective manner. Specific projects have not been identified at this time. MD Anderson Cancer Center has the JOC method of delivery as one of many options for procuring construction services. Generally, the projects to be - 11 -

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implemented under Owner’s JOC Program will range in value between fifty thousand ($50,000) and five hundred thousand dollars ($500,000). 2.3.2

Under the terms of Owner’s Job Order Contracting Master Agreement, Contractor(s) will be required to perform and complete all work per the 2013 Uniform General Conditions for University of Texas System Building Construction Contracts and certain Owner’s Specifications as set forth in the Master Agreement and the Exhibits attached thereto or incorporated by reference therein.

2.3.3

The base term of Owner’s JOC program is for the period from September 1, 2014 to August 31, 2016 and may be extended from year to year thereafter, not exceeding a total of five (5) years. The program may be renewed upon written agreement of both parties prior to the termination date.

2.3.4

Work in progress may continue beyond the expiration date of the Master Agreement as necessary for the Contractor to complete work on any Job Order Project approved by Owner prior to the expiration of the Master Agreement. The terms of the Master Agreement shall automatically extend for the Job Order Project and shall remain in force throughout the duration of said continued Job Order Project.

2.3.5

Under Owner’s Job Order Contracting Program, Contractor will provide general and specific construction services on a per-project (Job Order) basis as requested by the Owner in accordance with the terms of the Job Order Contracting Master Agreement. In accord with Texas Education Code, Section 51.784, the nature of the Job Orders implemented under the program will be • for the minor construction, repair, rehabilitation, or alteration of a facility; • of a recurring nature; • subject to delivery times that are determined on a Job Order basis; and • of indefinite quantities and awarded substantially on the basis of pre-described and pre-priced tasks.

2.3.6

The specific scope of work for each Job Order will be determined in advance and in writing between Owner and Contractor.

2.3.7

Owner will prepare a Job Order Request for Proposal (Job Order RFP) identifying the project and describing – in drawings, specification and other appropriate materials – the intended scope and character of the Job Order and the schedule for the Job Order. For Job Orders with an anticipated cost over $100,000, Contractor will submit a HUB Subcontracting Plan with its response to the Job Order RFP unless the Owner notifies Contractor in writing that no subcontracting opportunities exist with respect to that Job Order.

2.3.8

In response to a Job Order RFP, Contractor will provide Owner with a written Job Order Guaranteed Maximum Price (GMP) Proposal in accordance with the terms of the Master Agreement.

2.3.9

The GMP will be comprised of three components; Prepriced Items; Non-prepriced Items, and an estimated not-to exceed amount for Contractor’s Job Order Fee.

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2.3.9.1

The cost of Prepriced Items will be based on unit prices in the RSMeans Facilities Construction Cost Data 2014 as set forth in the terms of the Master Agreement. The RSMeans “Total Including Overhead & Profit” amount for each line item of work appropriate for a specific Job Order Project will be extended and summed to determine the total amount of the Prepriced Items.

2.3.9.2

The cost of Non-prepriced Items will be developed as set forth in the terms of the Master Agreement.

2.3.9.3

The Contractor’s Job Order Fee will be estimated by applying a percentage markup (Fee Mark-up) to the sum of the Prepriced Items and the Non-prepriced Items. The Fee Mark-up will be proposed by the Respondent as part of this solicitation process, may be negotiated between Owner and Respondent, and will formally be incorporated into the Master Agreement.

2.3.10 Owner and Contractor will review Contractor’s Job Order GMP Proposal and negotiate any changes, clarifications or modifications as required. Contractor will submit a revised Job Order GMP Proposal incorporating any changes, clarifications or modifications made in the review process. The Owner may accept, reject or seek modification of any Job Order GMP Proposal. 2.3.11 Upon acceptance of a specific Job Order GMP Proposal, Owner will issue a Purchase Order to Contractor. 2.3.12 Upon issuance of the Purchase Order, Owner will issue a Notice to Proceed with construction to Contractor. Upon receipt of the Notice to Proceed with Construction, Contractor will submit verification of builders’ risk insurance coverage, whenever said coverage is required under the terms of the Master Agreement, and the Payment and Performance Bonds, whenever said bonds are required under the terms of the Master Agreement. 2.3.13 Construction will be deemed to commence on the date specified in the Notice to Proceed and shall continue until Final Completion of all Work. The Contractor will complete the Work within the Job Order Time established in the Notice to Proceed, subject to extensions of time approved by the Owner through Change Order. 2.3.14 For each Job Order Project, Contractor shall be compensated the actual, verifiable Cost of Work, as that term is defined within the Master Agreement, plus a Job Order Fee that will be calculated as the Cost of Work multiplied by the Fee Mark-up. The total amount paid to Contractor for a specific Job Order will not exceed the Guaranteed Maximum Price established for that Job Order. 2.4

PROCUREMENT SCHEDULE: Key procurement schedule milestones, subject to change at the Owner’s sole discretion, are:    

Owner conducts Pre-Submittal Conference Last day to submit Request for Information (RFI) 2:00 PM CST Responses to RFIs posted to Owner’s website Owners receives Proposals and HUB Letters of Commitment - 13 -

Refer to Section 1.11 May 12, 2014 May 15, 2014 Refer to Section 1.5 MDA Ver 2014/04/14 - JOC - jhw

     

Owner conducts interviews, if Owner so chooses Owner determines Respondent(s) who submitted “best value” offers Owner submits Master Agreement to Contractor for execution Contractor delivers executed Master Agreement to Owner Owner receives formal approval from UT System Board of Regents JOC Program begins

June 26, 2014 June 26, 2014 July 3, 2014 July 18, 2014 August 21, 2014 September 1, 2014

SECTION 3 – REQUIREMENTS FOR PROPOSALS Respondents shall carefully read the information contained in the following criteria and submit a complete response to all questions in Section 3 formatted as directed in Section 4. Incomplete Proposals will be considered non-responsive and subject to rejection 3.1

The Respondent or Respondents, if any, selected by Owner in accordance with the requirements set forth in this RFP will be the Respondent(s) whose proposal(s), as presented in the response to this RFP, is (are) the most advantageous to Owner. Owner is not bound to accept the proposal that offers the lowest Fee Mark-up if that proposal is not in the best interest of Owner as determined by Owner.

3.2

Respondents are encouraged to propose terms and conditions offering the maximum benefit to the Owner in terms of (1) services, (2) total overall cost to the Owner, and (3) project management expertise. Respondents should describe all educational, state and local government discounts, as well as any other applicable discounts that may be available to the Owner.

3.3

SELECTION CRITERIA The criteria for evaluation of Proposals, and selection of the successful Respondent for this award, will be based on the factors listed below: 3.3.1

CRITERIA ONE: RESPONDENT’S ABILITTY TO PROVIDE INSTITUTIONAL FACILITY MINOR CONSTRUCTION, REPAIR AND REHABILITATION GENERAL CONTRACTING AND CONSTRUCTION SERVICES 3.3.1.1 Provide a statement of interest for participating in Owner’s Job Order Contracting program including a narrative describing the Respondent’s unique qualifications as they pertain to providing and managing general contracting and construction services for projects of the type described in this RFP. 3.3.1.2 Provide a statement on the availability and commitment of the Respondent, its principal(s) and assigned professionals to actively participate in Owner’s Job Order Contracting program.

3.3.2

CRITERIA TWO: RESPONDENT’S DEMONSTRATED COMPETENCE AND EXPERIENCE WITH IMPLEMENTING INSTITUTIONAL FACILITY PROJECTS UNDER JOB ORDER CONTRACTING PROGRAMS

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3.3.2.1 Identify and describe your firm’s demonstrated technical competence and management qualifications with minor construction, repair and rehabilitation and alteration projects under Job Order Contracting programs, particularly those for, academic research, animal vivarium and higher education facilities and their related infrastructure systems. 3.3.2.2 Describe your firm’s past experience providing general contracting and construction services under a JOC program within the last five (5) years. List the projects in order of priority, with the most complex JOC project listed first. Provide the following information for each JOC project listed: • Project name, location, contract payment method (lump sum, cost + fee with GMP, etc.) and description • Color images (photographic or machine reproductions) • Final construction cost • Final project size in gross square feet • Type of construction (e.g. build-out of shell space, demolition, renovation, infrastructure upgrade, expansion, etc.) • Actual Notice To Proceed, Substantial Completion, and Final Payment dates • Name of project manager (individual responsible to the owner for the overall success of the project) • Name of project superintendent (individual responsible for coordinating the day to day work) For each project listed above, identify the following): • The owner’s representative who served as the day-to-day liaison during construction, including telephone number • Architect/Engineer’s name, if an A/E was involved in the project, and representative who served as the day-to-day liaison during construction, including telephone number • Length of business relationship with the owner 3.3.2.3 References shall be considered relevant based on specific project participation and experience with the Respondent. Owner may contact references during any part of this selection process. Owner reserves the right to contact any other references at any time during the selection process.

3.3.3

CRITERIA THREE: PROPOSED TEAM’S EXPERIENCE PROVIDING JOC SERVICES FOR COMPLEX HEALTHCARE RESEARCH AND ANIMAL VIVARIUM PROJECTS FOR THE UT SYSTEM OR SIMILAR INSTITUTIONS 3.3.3.1 Identify and describe your proposed JOC Team’s past experience with providing JOC services on projects for The University of Texas System within the last five (5) years, particularly for any projects involving renovations to research laboratories or animal vivarium facilities and for any projects involving the repair or upgrade of infrastructure (mechanical, electrical, plumbing, potable water, information technology, roadway, etc.) systems that typically serve those facilities. Provide sufficient details to accurately describe the complexities, characteristics, and challenges of each project.

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3.3.3.2 If the Respondent’s proposed team has not previously provided JOC services for The University of Texas System, then identify and describe Respondent’s past performance on JOC projects for “major” institutions of higher education (or similar) within the last five (5) years. Projects may repeat with Section 3.3.2 above. 3.3.3.3 In either case above, provide the following information for each project listed: • • • • • • • • •

3.3.4

Project name, location, contract delivery method, and description Color images (photographic or machine reproductions) Final construction cost Final project size in gross square feet Type of construction (e.g. build-out of shell space, demolition, renovation, infrastructure upgrade, expansion, etc.) Actual Notice To Proceed, Substantial Completion, and Final Payment dates Name of project manager (individual responsible to the owner for the overall success of the project) Name of project superintendent (individual responsible for coordinating the day to day work) Names of mechanical, plumbing and electrical subcontractors

CRITERIA FOUR: RESPONDENT’S QUALIFICATIONS AND EXPERIENCE OF THE TEAM MEMBERS PROPOSED TO MANAGE OWNER’S JOC PROGRAM 3.3.4.1 Provide summary resumes for proposed project team members, including their specific experience with JOC programs and projects, and number of years with your company and their city of residence. 3.3.4.2 Provide a copy of your firms organizational chart showing the reporting relationships of those whose resumes are provided. 3.3.4.3 Describe your firm’s experience with working with key subcontractors (e.g. mechanical, electrical, plumbing, information technology, fire alarm and suppression, etc.) that are proximate to the Bastrop and Smithville campuses. Describe the steps you will take to ensure qualified, competent subcontractors will be engaged to provide services as needed to complete JOC projects.

3.3.5

CRITERIA FIVE: RESPONDENT’S PAST PERFORMANCE AND ABILITY TO MANAGE JOC PROJECTS AND PROVIDE ADDED VALUE 3.3.5.1 Describe your approach to assuring timely completion of one or more active JOC projects, including methods for schedule recovery, if necessary. From any three (3) of the projects listed in response to Section 3.3.6 or 3.3.7 of this RFP, provide examples of how these techniques were used, including specific scheduling requirements and challenges and actual solutions.

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3.3.5.2 Many JOC projects will physically connect to (or occur within) an existing building that will remain occupied during construction. Describe your plan to phase and implement construction to minimize the impact on the occupants in the existing building. 3.3.5.3 Explain your past success providing added value to the owner by identifying the added value delivered and explaining how you accomplished the success. 3.3.5.4 Attached is a draft copy of the Owner’s Job Order Contracting Master Agreement. Identify any terms of the proposed Master Agreement you will require to be changed prior to executing the Master Agreement. Note: The amount and type of requested changes may be considered in the determination of the “best value” offer.

3.3.6

CRITERIA SIX: RESPONDENT’S KNOWLEDGE OF JOC METHODOLOGIES AND TECHNOLOGY 3.3.6.1 Describe the way in which your firm develops and maintains work schedules to coordinate with project schedules. For any combination of three (3) projects listed in response to Criteria 3.3.2 or 3.3.3, provide examples of how these techniques were used. 3.3.6.2 Describe the types of records, reports, monitoring systems, and information management systems that your firm uses in providing JOC services. Describe how the firm used these systems for any combination of three (3) projects listed in response to Criteria 3.3.2 or 3.3.3. 3.3.6.3 Describe any goods or services not specified in this RFP that your company will provide to Owner, including: estimating and pricing software, project management software, and document tracking software. 3.3.6.4 Describe any special services, advantages, or other unique benefits that the Respondent may offer to the Owner.

3.3.7

CRITERIA SEVEN: RESPONDENT’S PROBLEM RESOLUTION CAPABILITIES 3.3.7.1 Describe how your firm typically identifies and resolves construction related issues and problems.

3.3.7.3 What difficulties do you anticipate in serving the Owner’s campuses and how do you plan to manage these? What assistance will you require from Owner?

3.3.8

CRITERIA EIGHT: RESPONDENT’S QUALITY CONTROL AND QUALITY ASSURANCE PROGRAMS - 17 -

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3.3.8.1 Describe your quality control program. Explain the methods used to ensure quality control when providing general contracting and construction services for JOC projects. Provide specific examples of how these techniques or procedures were used from any of three (3) projects listed in response to Section 3.3.2 or 3.3.3 of this RFP. 3.3.8.2 Describe how your quality control team will measure the quality of construction performed by trade subcontractors as required by Owner specifications and how you will address non-conforming work. 3.3.8.3 Describe your firm’s quality assurance program, explaining the methods used and how the firm maintains quality control. Provide specific examples of how these techniques or procedures were used for any combination of three (3) projects listed in response to Criteria 3.3.2 or 3.3.3 3.3.8.4 Describe how you have maintained security during the construction of an occupied facility listed in Section 3.3.2 or 3.3.3 of this RFP. 3.3.8.5 Describe your past experience dealing with congested campuses and congested site conditions for any project listed in Section 3.3.2 or 3.3.3 of this RFP. 3.3.8.6 Provide examples of records, reports, monitoring systems, and information management systems you will when executing projects under Owner’s JOC program. 3.3.8.7 Describe your plans for infection, air quality, noise and vibration control, in occupied, fully functional research laboratory and animal vivarium facilities. 3.3.8.8 Describe your approach to coordinating inspections and approvals with the State Fire Marshall regarding approval of life safety systems, and with Owner’s personnel or other contractors assigned or retained to inspect, approve and accept JOC project work. 3.3.8.9 Describe your Best Management Practices for containing storm water run-off as required by the Environmental Protection Agency’s National Pollutant Discharge Elimination System and The University of Texas Systems Storm Water Pollution Prevention Program.

3.3.9

CRITERIA NINE. RESPONDENT’S SAFETY PROGRAM 3.3.9.1 Describe your job site safety program for projects implemented under a JOC program and specific safety policies with which employees must comply. 3.3.9.2 Identify any deaths that have occurred on a project site controlled by your firm, or any subcontractor(s) (at any contractual level), that had a death on your project site? If so, describe how you have revised your program. 3.3.9.3 Describe the methodology, including any technology or other assets that your firm intends to use for prevention and control of incidents and insurance claims on JOC projects. - 18 -

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3.3.9.4 Briefly describe your firm’s approach for anticipating, recognizing and controlling safety risks and note the safety resources that the firm provides for each project’s safety program. 3.3.9.5 Describe the level of importance for enforcement and support of project safety that your firm includes in performance evaluations for superintendents and project managers. 3.3.9.6 Describe the safety and insurance claims history information and weighting that the firm includes in the submission and award process for “best value” subcontracts. 3.3.9.7 For all projects that the firm has managed (or co-managed) in the past five (5) years, list and describe all events or incidents that have reached any of the following levels of severity: • Any occupational illness or injury that resulted in death or total and permanent disability • Three occupational illnesses or injuries that resulted in hospital admittances • Explosion, fire or water damage that claimed 5% of the project’s construction value • Failure, collapse, or overturning of a scaffold, excavation, crane or motorized mobile equipment when workers were present at the project

3.3.10 CRITERIA TEN: RESPONDENT’S FINANCIAL ABILTY TO PROVIDE JOC SERVICES 3.3.10.1 Provide the following information on your firm for the past five (5) fiscal years: • Firm’s Legal Name • Volume o Annual number, value and percent change of contracts in Texas per year; o Annual number, value and percent change of contracts nationally per year; • Revenues o Annual revenue totals and percent change per year; • Bonding o Total bonding capacity; o Available bonding capacity and current backlog; 3.3.10.2

Provide a Financial rating of your firm and any documentation (such as Dunn and Bradstreet analysis) which indicates the financial stability of your firm.

3.3.10.3

Attach a letter of intent from a surety company indicating your firm’s ability to secure bonds. The surety shall acknowledge that the firm may be bonded for the full amount of a given job order project. Bonding requirements are set forth in the draft Master Agreement and in the 2013 Uniform General Conditions for University of Texas System Building Construction Contracts. - 19 -

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3.3.10.4

Identify if your firm is currently for sale or involved in any transaction to expand or to become acquired by another business entity. If so, please explain the impact both in organization and company direction.

3.3.10.5

Provide details of any past or pending litigation, or claims filed, against your firm that may affect your performance under a contract with the Owner.

3.3.10.6

Identify if your firm is currently in default on any loan agreement or financing agreement with any bank, financial institution, or other entity. If so, specify date(s), details, circumstances, and prospects for resolution.

3.3.10.7

Does any relationship exist by relative, business associate, capital funding agreement, or any other such kinship between your firm and any Owner employee, officer or Regent? If so, please explain.

3.3.11 CRITERIA ELEVEN: RESPONDENT’S PRICING AND DELIVERY COMMITMENT PROPOSAL 3.11.1 Complete the “Respondent’s Pricing and Delivery Commitment Proposal” included with this RFP. Consideration may also be given to any additional information and comments if they should increase the benefits to Owner. Upon completion of the initial review and evaluation of the Proposals submitted, selected Respondents may be invited to participate in interviews.

SECTION 4 - FORMAT OF PROPOSALS 4.1

GENERAL INSTRUCTIONS 4.1.1

Proposals shall be prepared SIMPLY AND ECONOMICALLY, providing a straightforward, CONCISE description of the Respondent's ability to meet the requirements of this RFP. Emphasis shall be on the QUALITY, completeness, clarity of content, responsiveness to the requirements, and an understanding of Owner's needs.

4.1.2

Proposals shall be a MAXIMUM OF FIFTY (50) PRINTED PAGES. The cover, table of contents, divider sheets, Pricing and Delivery Commitment Proposal, Execution of Offer, and HUB Commitment Letter, do not count as printed pages. Each bound copy must be in the following order.    

Cover Cover Letter Table of Contents CRITERIA ONE: RESPONDENT’S ABILITTY TO PROVIDE INSTITUTIONAL FACILITY MINOR CONSTRUCTION, REPAIR AND REHABILITATION GENERAL CONTRACTING AND CONSTRUCTION SERVICES

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         

CRITERIA TWO: RESPONDENT’S DEMONSTRATED COMPETENCE AND EXPERIENCE WITH IMPLEMENTING INSTITUTIONAL FACILITY PROJECTS UNDER JOB ORDER CONTRACTING PROGRAMS CRITERIA THREE: RESPONDENT’S EXPERIENCE PROVIDING JOC SERVICES FOR COMPLEX HEATHCARE, RESEARCH OR HIGHER EDUCATION INSTITUTIONS CRITERIA FOUR: RESPONDENT’S QUALIFICATIONS AND EXPERIENCE OF THE TEAM MEMBERS PROPOSED TO MANAGE OWNER’S JOC PROGRAM CRITERIA FIVE: RESPONDENT’S PAST PERFORMANCE AND ABILITY TO MANAGE JOC PROJECTS AND PROVIDE ADDED VALUE CRITERIA SIX: RESPONDENT’S KNOWLEDGE OF JOC METHODOLOGIES AND TECHNOLOGY CRITERIA SEVEN: RESPONDENT’S PROBLEM RESOLUTION AND QUALITY ASSURANCE PROGRAM CRITERIA EIGHT: RESPONDENT’S QUALITY CONTROL CRITERIA NINE. RESPONDENT’S SAFETY PROGRAM CRITERIA TEN: RESPONDENT’S FINANCIAL ABILTY TO PROVIDE JOC SERVICES CRITERIA ELEVEN: RESPONDENT’S PRICING AND DELIVERY COMMITTMENT PROPOSAL Respondent’s Pricing and Delivery Commitment Proposal and Execution of Offer must be submitted at the same time the sealed Proposal is submitted and must be submitted in a sealed envelope separate from the Proposal. The Pricing and Delivery Commitment Proposal may be included within the same envelop that contains the Execution of Offer. The envelop(s) containing these documents must clearly be labeled and marked with the Owner’s RFP number and the project name.



HUB COMMITMENT LETTER The HUB Commitment Letter must be submitted at the same time the sealed Proposal is submitted. The envelope containing the HUB Subcontracting Plan must clearly be labeled “HUB Subcontracting Plan”, and marked with the RFP Number and project name.

4.1.3

Respondents shall carefully read the information contained in this RFP and submit a complete response to all requirements and questions as directed. Incomplete Proposals will be considered non-responsive and will be subject to rejection.

4.1.4

Proposals and any other information submitted by Respondents in response to this RFP shall become the property of the Owner.

4.1.5

Proposals that are qualified with conditional clauses, alterations, items not called for in the RFP documents, or irregularities of any kind are subject to rejection by the Owner, at its option.

4.1.6

The Owner makes no representations of any kind that an award will be made as a result of this RFP. The Owner reserves the right to accept or reject any or all Proposals, waive - 21 -

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any formalities or minor technical inconsistencies, or delete any item or requirements from this RFP when deemed to be in Owner's best interest.

4.2

4.3

4.1.7

Proposals shall consist of answers to questions identified in Section 3 of the RFP. Respondent shall separate each section of the Proposal by use of a divider sheet with an integral tab for ready reference. Respondent shall identify the tabs in accordance with the parts under Section 3, which is to be consistent with the Table of Contents. TAB IDENTIFICATION BY NUMBERS ONLY IS NOT ACCEPTABLE.

4.1.8

Failure to comply with all requirements contained in this RFP may result in the rejection of the Proposal.

PAGE SIZE, BINDING, DIVIDERS AND TABS: 4.2.1

Proposals shall be printed on letter-size (8-1/2” x 11”) paper and assembled with spiraltype bindings or staples. DO NOT USE METAL-RING HARD COVER BINDERS.

4.2.2

Additional attachments shall NOT be included with the Proposals. Only the responses provided by the Respondent to the questions identified in Section 3 of this RFP will be used by the Owner for evaluation.

4.2.3

Separate and identify each criteria response to Section 3 of this RFP by use of a divider sheet with an integral tab for ready reference.

TABLE OF CONTENTS: 4.3.1

4.4

PAGINATION: 4.4.1

4.5

Submittals shall include a “Table of Contents” and give page numbers for each part the Proposal.

Respondent shall number all pages of the Proposal sequentially using Arabic numerals (1, 2, 3, etc.); the Respondent is not required to number the pages of the Pricing and Delivery Commitment Proposal, the Execution of Offer or the HUB Commitment letter.

SUBMITTAL CHECKLIST: 4.5.1

Firms are instructed to complete, sign and return the following documents as a part of their Proposal submittal. Failure to return these documents may subject your Proposal to disqualification. • Completed Pricing and Delivery Commitment Proposal (Attachment B) • Signed and Completed Execution of Offer (Attachment C) • Signed and Completed HUB Commitment Letter (Attachment D) • Other applicable submittals required in this RFP

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SECTION 5 – ATTACHMENTS TO THE REQUEST FOR PROPOSALS Attachment A

Job Order Contracting Master Agreement DRAFT

Exhibit A

2013 Uniform General Conditions for University of Texas System Building Construction Contracts

Exhibit B

Owner’s Specifications −

Section 00 25 00 JO, Owner’s Special Conditions for Job Order Projects

−

Section 01 31 00 JO, Job Order Project Administration

−

Section 01 32 00, Project Planning and Scheduling

−

Section 01 35 16, Alteration Project Procedures

−

Section 01 35 25, Owner’s Safety Requirements

−

Section 01 45 00, Project Quality Control

−

Section 01 77 00, Project Closeout Procedures

−

Section 01 79 00, Demonstration and Training

−

Section 01 91 00, General Commissioning Requirements

Exhibit C

Job Order Request for Proposal Form

Exhibit D

Job Order Guaranteed Maximum Price Proposal Form

Exhibit E

Rider 1 – Joint Commission Quality Assurance

Exhibit F

Rider 104-A – Policy on Utilization of Historically Underutilized Businesses

Exhibit G

Rider 105 – Affirmations and Warranties

Exhibit H

Rider 106 – Premises Rules

Exhibit I

Rider 107 – Travel Policy

Exhibit J

MD Anderson Institutional Policy ADM-02555, Conflict of Interest Policy

Exhibit K

MD Anderson’s Standards of Conduct: Do the Right Thing

Exhibit L

Bond Forms

Attachment B

Respondent’s Pricing and Delivery Commitment Proposal

Attachment C

Respondent’s Execution of Offer

Attachment D

Respondent’s HUB Commitment Letter

Attachment E

Request for Information Form

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JOB ORDER CONTRACTING MASTER AGREEMENT

This Master Agreement is made as of The Owner:

, 20____ (the “Effective Date”), by and between

The University of Texas MD Anderson Cancer Center

and Contractor:

Texas Tax Account No.:

for the:

The University of Texas MD Anderson Cancer Center Job Order Contracting Program

Agreement Number:

UTUGCs Version:

2013

This Master Agreement is for the provision of specified construction contracting services associated with Owner’s Job Order Contracting Program. Said services are to be performed on a nonexclusive, indefinite quantity basis, as requested by the Owner in accordance with the terms of this Master Agreement. Contractor represents that it has the knowledge, ability, skills and resources to provide such services in accordance with the terms and requirements of this Master Agreement. Contractor agrees to provide such services on a per-project (Job Order Project) basis as requested by the Owner in accordance with the terms of this Master Agreement. The Contractor shall furnish all of the materials and perform all of the work shown on the drawings and described in the specifications associated with any Job Order Project pursuant to Owner’s Job Order Contracting program. The Owner and the Contractor agree as follows:

TABLE OF CONTENTS ARTICLE 1. DEFINITIONS ........................... 4 1.01 Architect/Engineer ................................ 4 1.02 Cost of Work......................................... 4 1.03 Date of Commencement ....................... 4 1.04 Effective Date ....................................... 4 1.05 Job Order or Job Order Project ............. 4 1.06 Job Order Contract Documents............. 4 1.07 Job Order Construction Documents ...... 5 1.08 Job Order Fee ........................................ 5 1.09 Job Order Guaranteed Maximum Price or Job Order GMP ................................ 5 1.10 Job Order Site ....................................... 5 1.11 Job Order Substantial Completion Date 5 1.12 Job Order Sum ...................................... 5 1.13 Job Order Time ..................................... 5 1.14 Master Agreement ................................ 5 1.15 Monthly Salary Rate ............................. 5 1.16 Notice to Proceed .................................. 6 1.17 Owner’s Designated Representative or ODR ...................................................... 6 1.18 Owner’s Program Representative or OPR....................................................... 6 1.19 Owner’s Specifications ......................... 6 1.20 Project Team ......................................... 6 1.21 Subcontractor ........................................ 6 1.22 Work ..................................................... 6 ARTICLE 2. TERM OF AGREEMENT ......... 7 2.01 Initial Term ........................................... 7 2.02 Renewal Option .................................... 7 2.03 Completion of Work in Progress .......... 7 ARTICLE 3. AGREEMENT VALUE ............ 7 3.01 Maximum Value ................................... 7 3.02 No Minimum Amount of Work ............ 7 ARTICLE 4. OWNER’S RESPONSIBILITIES ....................................... 7 4.01 Designation of Job Order A/E .............. 7 4.02 Provision of Initial Schedule ................ 7 4.03 Owner’s Program Representative ......... 7 4.04 Owner’s Designated Representative ..... 7 4.05 Furnishing of Certain Services ............. 8

2

4.06 4.07

Notification of Errors or Omissions ..... 8 Rejection and Correction of Defective Work ..................................................... 8 ARTICLE 5. CONTRACTOR’S RESPONSIBILITIES ....................................... 8 5.01 In General ............................................. 8 5.02 Job Order Guaranteed Maximum Price Proposal ................................................ 9 5.03 Procuring the Work ............................ 10 5.04 Safety.................................................. 11 ARTICLE 6. OWNERSHIP AND USE OF DOCUMENTS ..................................... 12 6.01 Instruments of Service ........................ 12 6.02 Affect of Distribution of Documents.. 12 ARTICLE 7. TIME ..................................... 12 7.01 Time is of the Essence ........................ 12 7.02 Expeditious Responses ....................... 12 7.03 CPM Schedule .................................... 12 7.04 Job Order Substantial Completion Date ............................................................ 12 7.05 Commencement of Job Order Construction ....................................... 12 7.06 Job Order Completion ........................ 12 7.07 Liquidated Damages ........................... 12 ARTICLE 8. PAYMENT .............................. 13 8.01 In General ........................................... 13 8.02 Progress Payments.............................. 13 8.03 Singular Payment ............................... 13 8.04 Schedule of Values ............................. 13 8.05 Cost of Work ...................................... 13 8.06 Job Order Fee and Fee Mark-up ......... 16 8.07 No Requirement to Pay in Excess of the Job Order GMP .................................. 18 8.08 Actual Cost Less Than Accepted Job Order GMP ......................................... 18 8.09 Owner’s Right to Audit ...................... 18 ARTICLE 9. BONDS AND INSURANCE .. 19 9.01 Bond Requirements ............................ 19 9.03 Inclusion of Insurance Information in Procurement Solicitations .................. 19 ARTICLE 10. DISPUTE RESOLUTION....... 19

10.01

Applicability of Texas Government Code, Chapter 2260 ............................ 19 10.02 Governing Rules: ................................ 19 10.03 No Grounds to Suspend Performance/ No Waiver of Notice and Cure Periods ............................................................ 20 ARTICLE 11. CONFORMANCE WITH AND SUBORDINATION TO LAW ........................ 20 11.01 No Waiver of Sovereign Immunity/Enforceability of Master Agreement........................................... 20 11.02 No Violation of Applicable Law ........ 20 11.03 Master Agreement Subordinate to Laws ............................................................ 20 ARTICLE 12. TERMINATION AND SUSPENSION ..................................... 20 12.01 Termination of Master Agreement ..... 20 12.02 Termination or Suspension of Job Order Project ................................................. 20 ARTICLE 13. INDEMNITY ........................... 20 13.02 Survival of Indemnities....................... 21 ARTICLE 14. SPECIAL WARRANTIES ...... 21 14.01 Owner’s Reliance on Contractor’s Expertise ............................................. 21 14.02 Contractor’s Representation ............... 21 14.03 Cost of Correcting Non-compliant Work ............................................................ 21 14.04 Registration/Licensing of Contractor’s Personnel............................................. 21 14.05 Contractor’s Duty to Perform Expeditiously ...................................... 21 14.06 No Impediments to Contractor’s Performance ........................................ 21 14.07 Authorized Representation ................. 21 14.08 Limitations on Owner’s Obligations... 21 ARTICLE 15. MISCELLANEOUS PROVISIONS ..................................... 22 15.01 Independent Contractor....................... 22 15.02 Confidentiality .................................... 22 15.03 Succession and Assignment ................ 22 15.04 Loss of Funding .................................. 22 15.05 Open Records...................................... 22 15.06 Family Code Child Support Certification ........................................ 22

3

15.07 15.08

Tax Certification ................................ 22 Payment of Debt or Delinquency to the State .................................................... 22 15.09 Captions.............................................. 22 15.10 Entire Agreement; Modifications ....... 23 15.11 Severability......................................... 23 15.12 Waivers............................................... 23 15.13 Force Majeure .................................... 23 15.14 Governing Law and Venue ................ 23 15.15 Binding Effect .................................... 23 15.16 Appointment ....................................... 23 15.17 Financial Interest ................................ 23 15.18 Ethics Matters..................................... 23 15.19 Products and Materials Produced in Texas .................................................. 24 15.20 Authority to Act ................................. 24 15.21 Illegal Dumping.................................. 24 15.22 Undocumented Workers ..................... 24 15.23 Criminal Background Checks ............ 25 ARTICLE 16. NOTICES AND PARTY REPRESENTATIVES .................................... 25 16.01 Notices................................................ 25 16.02 Recipients for Notices ........................ 25 16.03 Party Representatives ......................... 26 ARTICLE 17. LIST OF EXHIBITS ............... 27

ARTICLE 1.

DEFINITIONS

The terms, words and phrases used in this Master Agreement and the Job Order Contract Documents shall have the meanings given in the 2013 Uniform General Conditions for University of Texas System Building Construction Contracts (“UTUGCs”) and as follows. 1.01 Architect/Engineer “Architect/Engineer” OR “A/E” means the professional architect or engineer employed by Owner as architect or engineer of record, and its consultants, for a specific Job Order. 1.02 Cost of Work “Cost of Work” means the sum of the amounts that Contractor actually and necessarily incurs for completing the Work for a particular Job Order Project. Cost of Work includes only those costs as described in Section 8.05 and does not include the Job Order Fee. References in the UTUGCs to adjustments in “cost” or “costs” mean adjustments to the Cost of Work. 1.03 Date of Commencement “Date of Commencement” means the date on which the Job Order Contract Time is to begin, as designated in the Notice to Proceed issued for a specific Job Order. 1.04 Effective Date “Effective Date” means the date when this Master Agreement between Owner and Contractor becomes effective. With respect to the UTUGCs, this term is synonymous with the term Contract Date, unless the context clearly requires another meaning. 1.05 Job Order or Job Order Project “Job Order” or “Job Order Project” means all activities necessary for realizing Owner’s desired outcome, including all ancillary and related work. This includes design, contract award(s), subcontract award(s), execution of the Work itself, work by Owner’s forces, work by Owner’s other contractors, or any combination thereof, and fulfillment of all contractual and warranty obligations. With respect to the UTUGCs, this term is synonymous with the term Project, unless the context clearly requires another meaning. 1.06 Job Order Contract Documents. 1.06.01 For each specific Job Order implemented in accordance with this Master Agreement, the “Job Order Contract Documents” will consist of: a. This Master Agreement and all exhibits and attachments listed, contained or referenced in this Master Agreement. b. The UTUGCs c. Owner’s Special Conditions (“Special Conditions”) d. Owner’s Specifications (“Specifications”) e. The Job Order Guaranteed Maximum Price Proposal when accepted by Owner and executed by the parties. f. All Change Orders issued pursuant to this Master Agreement g. The Drawings, Specifications, details and other documents developed by the A/E, on behalf of Owner, to describe the Job Order Project; h. The drawings and specifications developed or prepared by Owner’s other consultants, if any, for the Job Order Project; i. The HUB Subcontracting plan submitted by Contractor in response to the Job Order RFP issued by Owner for the Job Order Project; and j. The Purchase Order issued by Owner to Contractor for a specific Job Order Project.

1.06.02

1.07

1.08

1.09

1.10

1.11

1.12

1.13

1.14

1.15

The Job Order Contract Documents shall form the entire and integrated agreement between Owner and Contractor with respect to any specific Job Order Project and shall supersede any and all prior negotiations, representations or agreements, written or oral. 1.06.03 The term “Contractor” shall be interchangeable with the “General Contractor” or other similar terms as appropriate in the Job Order Contract Documents. Job Order Construction Documents “Job Order Construction Documents” means the Drawings, Specifications, and other documents issued to build the Job Order Project. With respect to the UTUGCs, this term is synonymous with the term Construction Documents unless the context clearly requires another meaning. Job Order Fee The “Job Order Fee” is the maximum amount payable to Contractor for any cost or profit expectation and for any general conditions and other minor costs incurred in the performance of the Work. The Job Order Fee is further defined in Section 8.06. Job Order Guaranteed Maximum Price or Job Order GMP “Job Order Guaranteed Maximum Price” means the amount proposed by Contractor and accepted by Owner as the maximum cost to Owner for construction of the Work in accordance with the Job Order Contract Documents issued for a specific Job Order. Job Order Site “Job Order Site” means the geographical area(s) of the location(s) of the Work for a specific Job Order. With respect to the UTUGCs, this term is synonymous with the term Site unless the context clearly requires another meaning. Job Order Substantial Completion Date “Job Order Substantial Completion Date” means the date determined and certified by Contractor, A/E and Owner when the Work for a specific Job Order, or designated portion thereof, is sufficiently complete, in accordance with the Job Order Contract Documents, so as to be operational and fit for the use intended. Job Order Sum “Job Order Sum” means the total amount of all compensation payable to Contractor for all Work completed pursuant to the terms of this Master Agreement for a specific Job Order. Job Order Sum amounts shall not be increased except by written Change Order to a previously issued Purchase Order issued by Owner to Contractor. With respect to the UTUGCs, this term is synonymous with the term Contract Sum unless the context clearly requires another meaning. Job Order Time “Job Order Time” means the period between the start date identified in the Notice to Proceed with construction issued for a specific Job Order and the scheduled Substantial Completion date identified in the Notice to Proceed or as subsequently amended by Change Order. With respect to the UTUGCs, this term is synonymous with the term Contract Time unless the context clearly requires another meaning. Master Agreement “Master Agreement” means this agreement between Owner and Contractor for Job Order contracting services. With respect to the UTUGCs, this term is synonymous with the term Contract, unless the context clearly requires another meaning. Monthly Salary Rate “Monthly Salary Rate” means the amount agreed to by the Owner that can be used on Applications for Payment to account for the services of Contractor’s salaried personnel assigned to complete Work included within the scope of Subcontracts that are to be self-performed by Contractor or general, minor work associated with a Job Order that is of a non-supervisory, nonmanagerial nature. A Monthly Salary Rate must be established for each salaried person and must 5

1.16

1.17

1.18

1.19

1.20

1.21

1.22

1.23

be approved in writing by Owner in advance of submitting an Application for Payment that includes any labor costs for that person. The Monthly Salary Rate is for convenience only and any payments made for Contractor’s personnel are subject to audit to determine the actual cost of the wages and allowable employer contributions incurred by Contractor as further defined in Article 8. Notice to Proceed “Notice to Proceed” means a written document informing Contractor of the date for beginning the Work associated with a specific Job Order and the date anticipated for Substantial Completion of the Work to be completed under that Job Order. Owner’s Designated Representative or ODR “Owner’s Designated Representative” or “ODR” means the individual assigned by Owner to act on its behalf and to undertake certain activities as specifically outlined in this Master Agreement or the Job Order Contract Documents issued for a specific Job Order. The ODR is the only party authorized to direct changes to the scope, cost or time of that Job Order. Owner’s Program Representative or OPR “Owner’s Program Representative” or “OPR” means the individual assigned by Owner to act on its behalf and to undertake certain activities specifically outlined in this Master Agreement for Owner’s Job Order Contracting Program. Owner’s Specifications “Owner’s Specifications” means the project administration and implementation requirements and standards detailed in the Owner’s Specifications exhibit attached to this Master Agreement. For any specific Job Order Project, certain Owner’s standard specifications may also be incorporated into Job Order Project specifications prepared by the A/E, its consultants or by Owner’s other consultants, and accepted by Owner, that describe the scope and quality of the materials, supplies, equipment, systems and other elements that are required for construction of that Job Order Project. Project Team “Project Team” means Owner, Contractor, A/E and its consultants, any separate contractors employed by Owner, and other consultants employed for the purpose of programming, design, and construction of a particular Job Order Project. The members of the Project Team for a specific Job Order Project will be designated by Owner and may be modified from time to time by Owner. Subcontractor “Subcontractor” means a person who, or entity that, has an agreement with Contractor to perform any portion of the Work to be completed or to provide services, material or equipment for a Job Order Project. Work “Work” means the provision of all services, labor, materials, supplies, and equipment that are required of Contractor to complete a specific Job Order Project in strict accordance with the requirements of the Job Order Contract Documents. Work includes, but is not limited to, the construction services, additional work required by Change Orders, and any other work reasonably inferable from the Job Order Contract Documents. The term “reasonably inferable” takes into consideration the understanding of the parties that some details necessary for completion of the Work may not be shown on the Drawings or included in the Specifications, but they are a requirement of the Work if they are a usual and customary component of the Work or otherwise necessary for complete installation and operation of the Work. Worker Wage Rate “Worker Wage Rate” means the actual hourly wage of non-salaried persons performing work on a Job Order plus allowable employer contributions as established on the Worker Wage Rate form. The Worker Wage Rate for individual persons shall be reasonable and customary for their 6

industry and shall be approved in writing by the Owner in advance of submitting an Application for Payment that includes labor costs for that person. Any payments made for personnel are subject to audit to determine the actual cost of the wages and allowable employer contributions, as set forth in Article 8, incurred by Contractor. ARTICLE 2. 2.01

2.02

2.03

Initial Term The initial term of this Master Agreement shall begin on the Effective Date and shall expire two (2) years after that date unless renewed or terminated in accordance with the terms of this Master Agreement. Renewal Option Owner has the option to renew the term of this Master Agreement for three (3) successive one (1) year periods upon written notice to Contractor at least sixty (60) days prior to the expiration of the initial term or any subsequent term. Completion of Work in Progress Owner has the option to extend the term of this Master Agreement, or any renewal period, as necessary for Contractor to complete Work on any Job Order Project approved by Owner prior to the expiration of the Master Agreement.

ARTICLE 3. 3.01

3.02

4.02

4.03

4.04

AGREEMENT VALUE

Maximum Value The overall maximum value of this Master Agreement is indefinite, subject to the contractual authority delegated by the UT System Board of Regents to Owner. The cost of each specifically authorized Job Order Project will be established through the development of a Job Order Guaranteed Maximum Price (Job Order GMP) Proposal in accordance with the terms of this Master Agreement, and confirmed by way of a Purchase Order issued by Owner. An established Job Order Sum shall not be increased or decreased except by written Change Order, executed by Owner and Contractor, to a previously issued Purchase Order. No Minimum Amount of Work It is expressly understood that Owner is under no obligation to request any services from Contractor and no minimum amount of work is required under this Master Agreement. Requests for construction services will be made by Owner on an as-needed basis, subject to future agreement on the scope of the work and cost associated with a specific Job Order Project.

ARTICLE 4. 4.01

TERM OF AGREEMENT

OWNER’S RESPONSIBILITIES

Designation of Job Order A/E When the services of an architect, engineer or both are required for a specific Job Order, Owner will designate an A/E for the Job Order. Provision of Initial Schedule As part of the Job Order RFP, Owner will provide an initial schedule for the Job Order. The initial schedule will set forth Owner’s plan for milestone dates and completion of the Job Order. Owner’s Program Representative Owner will identify a person as its representative who is authorized to administer this Master Agreement and the Job Order Contracting Program on behalf of Owner. Owner’s Designated Representative 7

4.05

4.06

4.07

For each specific Job Order, Owner will identify a person as its ODR who will be authorized to act in Owner's behalf with respect to that specific Job Order. Furnishing of Certain Services Owner shall furnish all legal, accounting, auditing and insurance counseling services for itself as may be necessary for any Job Order Project or the administration of this Master Agreement. Notification of Errors or Omissions Owner may designate one or more construction inspectors who shall be given access to the Work as requested or needed. Owner will notify Contractor in writing of any material error or omission or other defect in the Work or any conflict in the Job Order Contract Documents of which Owner becomes aware, but Owner shall have no obligation or duty to investigate whether such faults, defects or conflicts exist. The provision of inspection services by Owner shall not reduce or lessen Contractor’s responsibility for the Work. Contractor is fully and solely responsible for constructing the Job Order Project in strict accordance with the Job Order Contract Documents. Rejection and Correction of Defective Work Owner shall have the right to reject any defective Work on the Job Order Project. Should Contractor refuse or neglect to correct any such Work within a reasonable time after notice, Owner may have the Work corrected and recover all expenses incurred from Contractor on demand.

ARTICLE 5. 5.01

CONTRACTOR’S RESPONSIBILITIES

In General 5.01.01 General Contracting Services In accordance with the terms set forth in this Master Agreement, Contractor shall provide general construction contracting services for Job Order Projects when and as requested by Owner. 5.01.02 Further the Interests of the Job Order Project Contractor shall cooperate with the A/E and endeavor to further the interests of Owner and each Job Order Project. Contractor shall furnish general construction contracting services and complete each Job Order Project in an expeditious and economical manner consistent with the interests of Owner and in accordance with the Work Progress Schedule established for the Job Order Project. 5.01.03 Contractor’s Program Representative Contractor shall designate, in writing, a representative authorized to act on Contractor’s behalf with respect to satisfying Contractor’s obligations as set forth under this Master Agreement. The designated representative shall be authorized to act on behalf of and bind Contractor in all matters related to providing construction services under Owner’s Job Order Contracting Program. 5.01.04 Contractor’s Job Order Project Representative For each Job Order, Contractor shall designate, in writing, a representative who is responsible for the day-to-day management of the construction services associated with that specific Job Order. The designated representative shall be Owner’s primary contact during construction and shall be available as required for the benefit of the Job Order Project and Owner. The designated representative shall be authorized to act on behalf of and bind Contractor in all matters related to providing construction services for that Job Order including, but not limited to, execution of Change Orders and Applications for Payment. 8

5.02

5.01.05 Maintenance of Job Order Records Contractor shall establish and maintain a numbering and tracking system for all Job Order records, including, but not limited to, prevailing wage compliance, changes, requests for information, submittals, and supplementary instructions and shall provide updated records at each Owner’s meeting and when requested. 5.01.06 HUB Subcontracting Owner’s Policy on the Utilization of Historically Underutilized Businesses (“Policy”) is described in an attached exhibit. Contractor shall comply with the requirements of the Policy and adhere to the HUB Subcontracting Plans submitted for any Job Order Project. No changes to the HUB Subcontracting Plans can be made by Contractor without the written approval of Owner in accordance with the Policy. 5.01.07 Owner-furnished Material and Equipment Contractor shall coordinate the delivery and installation of Owner-furnished material and equipment. 5.01.08 Permits and Approvals Contractor shall obtain building permits and special permits for permanent improvements as required by law or the Job Order Contract Documents. Contractor shall assist Owner or A/E in obtaining all approvals required from authorities having jurisdiction over a specific Job Order Project. Job Order Guaranteed Maximum Price Proposal 5.02.01 Required for Each Job Order Contractor shall prepare a Job Order Guaranteed Maximum Price Proposal (Job Order GMP Proposal) for each Job Order RFP issued by Owner. The Job Order GMP Proposal shall identify the Prepriced Items and the Non-prepriced Items to be included in the Cost of Work for the Job Order, and shall include an estimate of the not-to-exceed Job Order Fee. 5.02.01.01 Prepriced Items The Job Order GMP Proposal for each Job Order Project shall be based substantially on the use of prepriced items. Prepriced items are pre-described and pre-priced tasks based on a unit price guide and coefficient multiplier. 5.02.01.01.01 Unit Price Guide. The Unit Price Guide for Owner’s Job Order Contracting Program is RSMeans Facilities Construction Cost Data, 2014 Edition, which is hereby incorporated into this Master Agreement by reference. The most current edition of the Unit Price Guide shall be adopted for each renewal option exercised by Owner. In developing the Job Order GMP Proposal, Contractor shall use the RSMeans “Total Incl O&P” (Total Including Overhead & Profit) costs for RSMeans Line Numbers that are appropriate for the Work to be completed for a particular Job Order Project. 5.02.01.01.02 Job Order Cost Estimating Contractor will obtain and use, at Contractor’s expense, the estimating software called Means Cost Works. Contractor shall not avail itself of any electronic updates to the software which amend the unit prices contained in the software, except at the start of each renewal period when the Unit Price Guide is updated as set forth above. In the event of a discrepancy in unit prices between the estimating software and the Unit Price Guide specified above, the unit prices published in the Unit Price Guide specified above shall prevail. 9

5.03

5.02.01.02 Non-Prepriced Items Non-prepriced Items are the necessary but incidental parts of a Job Order that are not susceptible to unit pricing using the prepriced tasks in the Unit Price Guide. The proposed cost of all Non-prepriced Items in the cost proposal shall include all Contractor costs related to that item. Unless Owner expressly approves otherwise, Non-prepriced Items shall not exceed ten percent (10%) of the total Prepriced Items for a Job Order. 5.02.01.03 Job Order Fee Estimate The Job Order GMP Proposal shall include an estimate of the not-to-exceed Job Order Fee to be paid to Contractor. The estimated Job Order Fee shall be equal to the Cost of Work (i.e. the sum of the Prepriced Items and the Nonprepriced Items) multiplied by the Fee Mark-up identified in section 8.06.03.01, below. 5.02.02 Contractor’s Representation upon Submitting Job Order GMP Proposal In submitting the Job Order GMP Proposal, Contractor represents that it will provide every item, system or element of Work that is identified, shown or specified in the Job Order GMP Proposal or the supporting documents, along with all necessary or ancillary materials and equipment for the complete operating installation, unless specifically excepted by Owner. Upon Owner’s acceptance of the Job Order GMP Proposal, Contractor shall not be entitled to any increase in the Job Order GMP due to the absence or addition of any detail or specification that may be required in order to complete the construction of the Job Order Project as described in and reasonably inferable from the Job Order GMP Proposal or the supporting documents used to establish the Job Order GMP. 5.02.03 Adoption and Incorporation of Job Order Contract Documents The Job Order GMP Proposal shall adopt and incorporate all of the terms and conditions of Job Order Contract Documents. Any proposed deviation from the terms and conditions of any of the Job Order Contract Documents must be clearly and conspicuously identified to Owner in writing and specifically accepted by Owner. In the event of a conflict between any term of the Job Order GMP Proposal that was not clearly and conspicuously identified and approved by Owner and the terms of any of the Job Order Contract Documents, the terms of the Job Order Contract Documents shall control. 5.02.04 Acceptance or Rejections of Job Order GMP Proposal Owner may accept or reject the Job Order GMP Proposal or attempt to negotiate its terms with Contractor. Upon acceptance by Owner of the Job Order GMP Proposal, Owner shall issue a purchase order to Contractor for the Job Order Project to be completed. The terms of the Job Order GMP Proposal and the supporting documents shall become part of the agreement between Owner and Contractor for that Job Order project. If Owner rejects the Job Order GMP Proposal or the parties are unable or unwilling to agree on a Job Order GMP, Owner may withdraw the Job Order RFP, terminate the Job Order Project, or take other actions at Owner’s sole discretion. Procuring the Work 5.03.01 General In accordance with the requirements set forth in Owner’s Specification 01 31 00 JO, Job Order Project Administration, Contractor shall develop a procurement strategy and shall procure all materials, equipment, services or any combination thereof, in a manner that furthers the best interests of the Job Order Project.

10

5.04

5.03.02 General Requirement for Lump Sum Subcontracts Subcontracts shall be on a lump sum basis unless other payment terms are approved in writing and in advance by Owner’s Executive Director of Facilities Planning, Design and Construction. Upon Owner’s concurrence in the final terms of the subcontract, Contractor shall enter into a written Subcontract for the subcontracted work and provide a copy to Owner. All offers shall be publicly available after award of the Subcontract or within seven (7) days after the date of final selection, whichever is later. 5.03.03 Self-performed Work 5.03.03.01 Contractor may seek to self-perform portions of the Work identified for selfperformance in the procurement strategy. Contractor must submit an offer for the self-performance work in the same manner as all other trade contractors or subcontractors. Owner will determine whether Contractor’s offer provides the best value for Owner, which determination shall be final. However, no selfperformed work will be allowed to be performed on a lump sum basis. For self-performed work, any lump sum proposal submitted by Contractor will be considered by Owner as a guaranteed maximum price. Unless Owner expressly agrees otherwise, for self-performed work Contractor will be compensated in an amount equal to the Contractor’s actual cost of the work plus seven and one-half percent (7½ %), up to the Subcontract guaranteed maximum price. All terms and provisions of any Subcontract for “self-performed work” will be consistent with the terms and conditions of this Master Agreement. All savings under any such Subcontract for “self-performed work” shall be applied to reduce the Cost of Work under the Job Order GMP. 5.03.03.02 For purposes of defining “self-performed work” subject to this provision, any division of Contractor, or any separate contractor or subcontractor that is partially-owned or wholly-owned by Contractor or any of their employees or employee’s relatives will be considered a related party entity and will be subject to this provision regarding “self-performed work”. As used herein, “relatives” includes, but is not necessarily limited to, any financially dependent person, including a spouse, dependent child, stepchild, parent, sibling, grandparent, grandchild, domestic or civil partner, common law spouse, or equivalent same-sex partner. 5.03.04 Failure to Execute Subcontract/Subcontractor Default If a selected trade contractor or subcontractor fails to execute a subcontract after being selected in accordance with this section or defaults in the performance of its work, Contractor may, in consultation with Owner and without further advertising, fulfill the subcontract requirements itself or select a replacement trade contractor or subcontractor to do so. 5.03.05 Documentation of Buyout Contractor shall document the actual Cost of Work at buyout as compared to the Job Order GMP and shall report this information to Owner until all Subcontracts and purchase orders associated with Job Order Project have been executed. Safety 5.04.01 Safety Precautions and Programs: In accordance with the UTUGCs and Owner’s Specifications, Contractor is responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work.

11

ARTICLE 6. 6.01

6.02

Instruments of Service The Construction Documents for each Job Order are instruments of service for that Job Order and shall remain the property of their authors whether the Job Order Project for which they are made is executed or not. Contractor shall be permitted to retain one record set of the Construction Documents. All other copies of the Construction Documents shall be returned to their respective authors or suitably accounted for. Contractor and its Subcontractors are authorized to reproduce and use portions of the Construction Documents as necessary and appropriate for the execution of the Work. Contractor and its Subcontractors shall not use any of the Construction Documents developed for a specific Job Order on any other projects. Affect of Distribution of Documents Submission or distribution of any of the Construction Documents to meet official regulatory requirements or for other purposes in connection with the Job Order Project shall not diminish the A/E’s or other author’s rights.

ARTICLE 7. 7.01

7.02

7.03

7.04

7.05

7.06

7.07

OWNERSHIP AND USE OF DOCUMENTS

TIME

Time is of the Essence TIME LIMITS STATED IN THE JOB ORDER CONTRACT DOCUMENTS ARE OF THE ESSENCE OF THIS AGREEMENT. Expeditious Responses Unless otherwise approved, Owner and Contractor shall perform their respective obligations under this Master Agreement and the Job Order Contract Documents as expeditiously as is consistent with reasonable skill and care and the orderly progress of the Work. CPM Schedule Concurrent with submission of the Job Order GMP Proposal, Contractor shall submit an up-todate Critical Path Milestone (CPM) Schedule for the performance of construction services as specified. The CPM Schedule shall include reasonable periods of time for Owner’s and A/E’s review and approval of shop drawings and submittals and for the approval of other authorities having jurisdiction over the Job Order Project. Job Order Substantial Completion Date The anticipated date for achieving Substantial Completion of a specific Job Order Project shall be set forth in Owner’s Request for a Job Order GMP Proposal. Commencement of Job Order Construction Construction shall be deemed to commence on the date specified in a Notice to Proceed issued by Owner after acceptance of a Job Order GMP Proposal. Job Order Completion Contractor shall achieve Substantial Completion of the Work and Final Completion of the Work on or before the dates agreed to in the Job Order GMP Proposal, subject to time extensions granted by Change Order. Liquidated Damages 7.07.01 Depending upon the nature of a specific Job Order, for each consecutive calendar day after the scheduled Substantial Completion Date that the Work is not substantially completed, Owner may deduct an amount from any money due or that becomes due Contractor, not as a penalty but as liquidated damages representing the parties' estimate at the time the Job Order GMP was established of the damages that Owner will sustain for late completion. When Liquidated Damages are to be associated with a particular Job 12

Order Project, Owner will so notify Contractor in the Job Order RFP. Such notification will designate a proposed amount to be assessed as Liquidated Damages. The agreed amount to be assessed as Liquidated Damages will be set forth in the Job Order GMP Proposal accepted by Owner. 7.07.02 The parties hereby stipulate and agree that calculating Owner’s actual damages for late completion of a particular Job Order Project would be impractical, unduly burdensome, and cause unnecessary delay and that the amount of daily liquidated damages set forth for a particular Job Order will be reasonable. ARTICLE 8. 8.01

8.02

8.03

8.04

8.05

PAYMENT

In General For each Job Order, the Contractor shall be compensated the actual, verifiable Cost of Work that Contractor incurs in completing the Job Order plus a Job Order Fee, up to the accepted Job Order GMP. Payments for construction services associated with Job Order Projects shall be made as provided for in the UTUGCs and Owner’s Specifications. All payment requests shall be submitted on an Application for Payment with a Schedule of Values approved by Owner and shall include all required attachments identifying payments to Historically Underutilized Businesses and to all Subcontractors. Failure to submit a “HUB Progress Assessment Report Documentation of Subcontracted Work” form with each Application for Payment will cause rejection of the Application for Payment by Owner and its return to Contractor. Payment for approved Change Orders shall be made as part of Contractor's Application for Payment. Progress Payments Unless otherwise agreed in writing, Owner and Contractor agree that Contractor is to be compensated periodically, on a monthly basis. Owner shall make monthly payments following the receipt of an Application for Payment that has been submitted, reviewed and approved by Owner in accordance with the provisions of the UTUGCs and Owner’s Specifications. Singular Payment Based upon the expected Job Order Time, Owner and Contractor may agree that Contractor is to be compensated by way of a single payment. Such agreement shall be clearly set forth in writing within the Job Order GMP Proposal. Owner shall make such single payment upon receipt of an Application for Payment that has been submitted, reviewed and approved by Owner in accordance with provisions of the UTUGCs and Owner’s Specifications. Schedule of Values Contractor shall submit a Schedule of Values with each Application for Payment. The Schedule of Values shall include the originally established value for each work classification line item or Subcontract and shall identify any revisions to the costs or Subcontract. The format and tracking method of the original schedule of values and of all updates shall be subject to approval by Owner. At all times, the estimated cost of performing the uncompleted and unpaid portion of the Work, including the Job Order Fee, shall not exceed the unpaid balance of the Job Order GMP, less retainage on Work previously completed. Cost of Work Cost of Work includes costs necessarily incurred by the Contractor in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Job Order Project unless otherwise expressly agreed in writing by Owner. Contractor is entitled to receive payment for the Cost of Work incurred after the start of the Job Order Time through Final Completion of the Job Order Project. Contractor is not entitled to receive payment for any Cost of Work incurred before the start of the Job Order Time. Cost of Work includes: 13

8.05.01 Labor Costs 8.05.01.01 For construction workers directly employed by Contractor in a nonmanagerial, non-supervisory, non-administrative capacity to complete minor work of a general nature, but that is not included within the scope of a Subcontract for self-performed work, at the Job Order Site or, with Owner’s written approval, at an off-site location. Cost of Work shall include the Worker Wage Rates for the individuals performing the work. 8.05.01.02 For personnel directly employed by Contractor to complete work included within the scope of a Subcontract for self-performed Work, Cost of Work shall include the Worker Wage Rate, for hourly employees, and the Monthly Salary Rate, for salaried personnel, who are identified to the Owner in advance and in writing when stationed at the Job Order Site or, with Owner’s written approval, at an off-site location when said personnel become engaged at factories, workshops or on the road in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of time required for the Work. 8.05.01.03 Cost of Work shall not include labor costs associated with personnel stationed at the Contractor’s home or branch office. It is expressly understood and agreed that the Job Order Fee shall cover the labor costs associated with Contractor’s management and support personnel who provide service and advice in support of the Job Order Project or the Job Order Program from timeto-time but who are not based in the field office. 8.05.01.04 Cost of Work shall include costs paid or incurred by the Contractor for any and all taxes, insurance, assessments (excluding The Association of General Contractors (AGC) of America (AGC) and similar assessments), contributions or benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries properly included in the Cost of Work as set forth in this Article. 8.05.01.05 When computing actual costs chargeable to the Cost of Work for payroll taxes, Contractor shall give proper consideration to the annual limitations of the wages subject to applicable payroll taxes. Contractor may accomplish this through the use of an accounting system which computes actual costs for payroll taxes when incurred up to the wage limit cut-off and allocated same to all jobs by individual based on the time worked on each job by the individual. Alternatively, Contractor may use an estimated net effective payroll tax percentage to allocate payroll tax costs during the year and make appropriate adjustments at the end of the project to adjust the costs to actual net payroll tax cost. 8.05.01.06 Cost of the Work shall include the actual net cost to Contractor for worker's compensation insurance attributable to the wages properly chargeable to the Cost of Work under this Master Agreement. The actual net cost of worker's compensation shall take into consideration all cost adjustments due to experience modifiers, premium discounts, policy dividends, retrospective rating plan premium adjustments, assigned risk pool rebates, any applicable weekly maximums, etc. Contractor may charge an estimated amount for worker's compensation insurance costs, but shall make appropriate cost adjustments to actual costs within 45 days of receipt of actual cost adjustments from the insurance carrier. 14

8.05.01.07 Overtime wages paid to salaried personnel (if approved in advance and in writing by Owner) will be reimbursed at the actual rate of overtime wages paid to the individual. No time charges for overtime hours worked on a Job Order will be allowed if the individual is not paid for the overtime worked. 8.05.01.08 Any overtime premium or shift differential expense to be incurred by Contractor for hourly workers shall require Owner's advance written approval before the incremental cost of the overtime premium or shift differential will be considered a Cost of Work. If Contractor is required to work overtime as a result of an inexcusable delay or coordination problems caused by the Contractor or anyone for whom Contractor is responsible, the overtime premium or shift differential expense portion of the payroll expense and related labor burden costs will not be considered a Cost of Work. 8.05.01.09 Reimbursable labor burden costs shall be limited to payroll taxes, worker’s compensation insurance, Contractor’s portion of union benefit costs for union employees working on the Job Order, and the actual verifiable fringe benefit costs incurred by Contractor for non-union individuals working on the Job Order subject to the following maximum percentages for the following nonunion fringe benefit costs. The following maximums (as a percentage of reimbursable actual wages by individual) shall apply for each of the following types of fringe benefit costs specifically attributable to each of the non-union personnel working on the Job Order: Medical Insurance, Dental, Life and AD&D Insurance Holiday, vacation and other paid time not worked Pension Plan Contributions to Vested Employee Account, Simplified Employee Pension Plan contributions to employee accounts, or 401K matching plans. Note: ESOP related costs shall be covered by the Job Order Fee, as set forth in paragraph 8.06.01.03, below.

12.00% 10.00% 10.00%

For non-union personnel, no other fringe benefit costs shall be considered as Cost of Work. Any labor burden costs that are in excess of the amounts shown above or are otherwise not considered as Cost of Work under the terms of this Master Agreement shall be covered by the Job Order Fee. 8.05.01.10 All labor costs are subject to audit to determine the actual cost of the wages, salaries and allowable employer contributions incurred for services performed for the Job Order. 8.05.02 Costs of materials and equipment purchased directly by Contractor and incorporated into or consumed in the performance of the Work, including transportation charges, and a reasonable and customary allowance for waste and spoilage. If Contractor is to be compensated periodically, payment for stored materials is subject to the requirements set forth in the UTUGCs. 8.05.03 Rental charges for equipment which is not owned by Contractor or any of its affiliates, subsidiaries or other related parties, and which is rented from third parties for use in proper completion of the Work. Such charges shall be reimbursed at actual costs, to the extent such costs are consistent with those prevailing in the locality. For any lease/purchase arrangement where any of the lease/purchase rental charges are charged to Owner as a Cost of Work, appropriate credit adjustments to the Job Order Sum will be made for an appropriate pro rata share of the fair market value of the equipment at the time it was last used on the Job Order Project. 15

8.06

8.05.04 Payments made by Contractor to Subcontractors and their vendors or suppliers for the Subcontract work in accordance with the Job Order Contract Documents and the requirements of the Subcontracts with the Subcontractors, vendors or suppliers. Pay requests for Subcontractor work included in an Application for Payment shall not exceed the percentage of Work allocated to that Subcontractor for each respective Schedule of Values work classification which actually has been completed and shall not exceed the total value of the Subcontract amount. The costs of Subcontractor payment and performance bonds, if any, are specifically excluded from the Cost of Work. 8.05.05 Payments earned by Contractor for self-performed Subcontract work in accordance with the Job Order Contract Documents and the terms of this Master Agreement and approved by Owner. 8.05.06 Testing fees incurred pursuant to the UTUGCs. 8.05.07 Costs of site debris removal and disposal in accordance with all applicable laws and regulations. 8.05.08 Intellectual property royalties and licenses for items specifically required by the Job Order Contract Documents which are, or will be, incorporated into the Work. 8.05.09 Actual costs of premiums for Builders’ Risk Insurance. A not-to-exceed estimated amount shall be clearly set forth, as a Non-prepriced Item, in the Job Order GMP Proposal. Any and all such costs for Builders’ Risk Insurance premiums shall be subject to audit to determine the actual cost of the premium(s), inclusive of any discounts or rebates secured by or owed to Contractor. 8.05.10 Costs associated with any Subcontractor default insurance program (sometimes referred to as SUBGUARD) provided or required by Contractor ARE EXPRESSLY EXCLUDED from the Cost of Work. Job Order Fee and Fee Mark-up 8.06.01 The Job Order Fee is the maximum amount payable to Contractor for any cost or profit expectation and for any general conditions costs incurred in the performance of the Work that is not specifically identified as being eligible for reimbursement by Owner elsewhere in this Master Agreement. References in the UTUGCs to Contractor’s “overhead” and “profit” mean the Job Order Fee. The Job Order Fee includes, but is not limited to, the following items: 8.06.01.01 All profit, profit expectations and costs associated with profit sharing plans such as personnel bonuses, incentives, and rewards; company stock options; or any other like expenses of Contractor. 8.06.01.02 Salaries of Contractor’s officers, project manager(s), estimators, schedulers and all other employees performing managerial or administrative services directly related to the Job Order Project. 8.06.01.03 Employee bonuses and costs associated with Employee Stock Ownership Plans (ESOP), Phantom Stock Plans or any similar company ownership distribution plans. 8.06.01.04 Any and all overhead or general expenses of any kind. These costs include, but are not limited to: costs for the purchase, lease, rental, allowance or maintenance of vehicles, radios/communication equipment, jobsite computers, copiers and other business equipment, specialized telephone systems and cellular/digital phones; trade or professional association dues; assessments from the AGC of America and similar organizations; costs for hiring any of Contractor’s personnel, including relocation costs; parking; and travel, per diem and subsistence expense of Contractor, its officers or employees.

16

8.06.01.05 In the event that Contractor elects to provide or require participation in a subcontractor default insurance program (sometimes referred to as SUBGUARD), the entire cost of the insurance program and all costs related to the administration of the program shall be included in the Job Order Fee. The program and the coverage provided by Contractor shall extend to, and the Job Order Fee shall cover, any additional costs incurred by Contractor to replace or supplement the forces of a Subcontractor to provide the Work and such circumstances shall include, but not be limited to, any partial or full termination of the contract of a Subcontractor for convenience or otherwise, unless the Owner specifically directs Contractor in writing to terminate the contract of a Subcontractor for convenience. 8.06.01.06 All costs associated with payment and performance bonds obtained from trade contractors or Subcontractors, including bonds for change orders to Subcontracts. 8.06.01.07 Any financial costs incurred by Contractor including the cost of capital or interest on capital, regardless of whether it is related to the Job Order Project, and costs associated with construction warranty reserves. 8.06.01.08 Any legal, accounting, professional or other similar costs incurred by Contractor, including costs incurred in connection with the prosecution or defense any dispute, mediation, arbitration, litigation or other such proceeding related to or arising from any Job Order Project or this Master Agreement. 8.06.01.09 Any federal or state income or franchise taxes paid by Contractor. Any fines, penalties, sanctions or other levies assessed by any governmental body against Contractor. 8.06.01.10 Any cost arising out of a breach of this Master Agreement or arising due to the fault, failure or negligence of Contractor, its Subcontractors, or any person or entity for whom they may be liable. These costs include, without limitation: costs to remedy defective, rejected, or nonconforming work, materials or equipment; costs due to failure to coordinate the Work or meet CPM Schedule milestones; costs arising from Contractor’s contractual indemnification obligations; liquidated or actual damages imposed by Owner for failure to complete the Work within the Job Order Time; costs due to the bankruptcy or insolvency of any Subcontractor; and damage or losses to persons or property. 8.06.01.11 The cost of any and all insurance deductibles payable by Contractor and costs due to the failure of Contractor or any Subcontractor to procure and maintain insurance as and to the extent required by the Job Order Contract Documents. 8.06.01.12 Any and all costs that would cause the Job Order GMP to be exceeded, other than costs attributable to Change Orders which increase the Job Order GMP. 8.06.01.13 Costs of long-distance telephone calls, telegrams, postage, package delivery and courier service, hardwired telephone service, and expenses of Contractor’s jobsite office. 8.06.01.14 Costs of materials, supplies, temporary facilities, equipment, and hand tools supplied by Contractor. 8.06.01.15 Rental charges for temporary facilities, equipment, and hand tools supplied by Contractor. 8.06.01.16 Premiums for Contractor’s insurance, except Builders’ Risk Insurance, and bonds.

17

8.07

8.08

8.09

8.10

8.06.01.17 Governmental sales and use taxes directly attributable to the Cost of Work items set forth above that were entitled to exemption but for which Contractor failed to take full advantage of the available exemption on Owner’s behalf. 8.06.01.18 Any and all other costs not specifically identified as an element of the Cost of Work. 8.06.02 The Job Order Fee shall be shown as a separate line item on the Schedule of Values. Payment of the Job Order Fee shall be made with each Application for Payment in an amount equal to the Cost of Work amount requested on the Application for Payment multiplied by the Fee Mark-up (Job Order Fee = Cost of Work X Fee Mark-up). 8.06.03 Fee Mark-up The Fee Mark-up is the percentage by which the Cost of Work is to be multiplied to account for the cost of the items to be included within the Job Order Fee as set forth above. Owner and Contractor stipulate that the Fee Mark-up for each Job Order Project implemented under the terms of this Master Agreement shall be equal to percent ( %). No Requirement to Pay in Excess of the Job Order GMP Nothing contained herein shall require Owner to pay Contractor an aggregate amount that exceeds the Job Order GMP or to make any payment if, in Owner’s belief, the cost to complete the Work would exceed the Job Order GMP less previous payments to Contractor. The total amount of all payments to Contractor for a specific Job Order shall not exceed the actual verified Cost of Work for the Job Order plus the Job Order Fee, up to the Job Order GMP. Actual Cost Less Than Accepted Job Order GMP If the allowable amounts of the Cost of Work line items are less than the amounts for those line items in the accepted Job Order GMP Proposal, the entire difference shall be credited to Owner as savings and the Job Order Sum shall be adjusted accordingly. When buyout of the Job Order Project is at least 85% complete, Owner may recognize any savings achieved to that point by issuing a deductive change order for the saved amount. Owner’s Right to Audit 8.09.01 In addition to the Right to Audit set forth in UTUGCs, Section 17.4, Owner shall have the right to verify and audit the details of Contractor's billings, certificates, accountings, cost data, and statements, either before or after payment, by (1) inspecting the books and records of Contractor during normal business hours; (2) examining any reports with respect to any Job Order Project; (3) interviewing Contractor’s employees; (4) visiting the Job Order Project Site; and (5) any other reasonable action. Contractor's records shall be kept on the basis of generally accepted accounting principles in accordance with cost accounting standards issued by the Federal Office of Management and Budget Cost Accounting Standards Board and organized by each Application for Payment. 8.09.02 Owner shall be entitled to recognize and recover 100% of any savings identified by cost review or audit at any time, before or after Final Payment. Allowable Deductions from Payments Owner shall be entitled to deduct amounts for the following items from any Application for Payment or from the Request for Final Payment submitted by Contractor for any Job Order Project: 8.10.01 Discounts earned by Contractor through advance or prompt payments funded by Owner. Contractor shall obtain all possible trade and time discounts on bills for material furnished, and shall pay bills within the highest discount periods. Contractor shall purchase materials for Job Order Projects in quantities that provide the most advantageous prices to Owner. 18

8.10.02 Rebates, discounts, or commissions obtained by Contractor from material suppliers or Subcontractors, together with all other refunds, returns, or credits received for materials, bond premiums, insurance and sales taxes. 8.10.03 Deposits made by Owner and forfeited due to the fault of Contractor. 8.10.04 Any cost savings identified by cost review or audit. 8.10.05 Any other identified Job Order Project savings. ARTICLE 9. 9.01

9.02

9.03

9.04

9.05

Bond Requirements Upon acceptance by Owner of a Job Order GMP Proposal, Contractor shall provide performance and payment bonds in accordance with the requirements set forth in the UTUGCs. The penal sum of the payment and performance bonds shall be equal to the Job Order GMP. The acceptable forms of the bonds are attached as exhibits hereto. Insurance Requirements Contractor shall not commence work on any Job Order Project until it has obtained all required insurance, as set forth in the UTUGCs and Owner’s Specifications, and until evidence of the required insurance has been reviewed and accepted by Owner. Owner’s review of the insurance shall not relieve nor decrease the liability of Contractor. Inclusion of Insurance Information in Procurement Solicitations Contractor shall include required insurance information in trade packages and indicate on solicitation forms the insurance that offerors are to include and exclude in their base offers. Adjustments to Insurance Requirements Owner reserves the right to review the insurance requirements set forth in this Article during the effective period of the Master Agreement and to make reasonable adjustments to insurance coverage and limits when deemed necessary and prudent by Owner based upon changes in statutory law, court decisions, or the claims history of the industry as well as Contractor. Additional Insurance Coverage The cost of premiums for any additional insurance coverage, subcontractor default insurance programs or subcontractor payment and performance bonds, desired by Contractor in excess of that required by this Master Agreement, the UTUGCs, or the Job Order Contract Documents shall be borne solely by Contractor out of its fees and not included in the Job Order GMP Proposal as a Cost of Work.

ARTICLE 10. 10.01

10.02

BONDS AND INSURANCE

DISPUTE RESOLUTION

Applicability of Texas Government Code, Chapter 2260 To the extent that Chapter 2260, Texas Government Code, as it may be amended from time to time ("Chapter 2260"), is applicable to this Master Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260 and Article XXVI of the UTUGCs will be used, as further described in this Master Agreement, by Owner and Contractor to attempt to resolve any claim for breach of contract made by Contractor: Governing Rules: The submission, processing and resolution of Contractor 's claim is governed by the published rules adopted by the Texas Attorney General pursuant to Chapter 2260, as currently effective, hereafter enacted or subsequently amended. 19

10.03

No Grounds to Suspend Performance/ No Waiver of Notice and Cure Periods Neither the occurrence of an event giving rise to a breach of contract claim nor the pendency of a claim constitute grounds for the suspension of performance by Contractor, in whole or in part. Owner and Contractor agree that any periods set forth in this Master Agreement for notice and cure of defaults are not waived.

ARTICLE 11. 11.01

11.02

11.03

No Waiver of Sovereign Immunity/Enforceability of Master Agreement Owner is an agency of the State of Texas and under the Constitution and laws of the State of Texas possesses certain rights and privileges and only has such authority as is granted to it under the Constitution and laws of the State of Texas. Notwithstanding any provision hereof, nothing herein is intended to be, nor will it be construed to be, a waiver of the sovereign immunity of the State of Texas or a prospective waiver or restriction of any of the rights, remedies, claims, and privileges of the State of Texas. Moreover, notwithstanding the generality or specificity of any provision hereof, the provisions of this Master Agreement as they pertain to Owner are enforceable only to the extent authorized by the Constitution and laws of the State of Texas. No Violation of Applicable Law Neither party will be required to perform any act or to refrain from any act that would violate any applicable law. Master Agreement Subordinate to Laws The parties recognize that this Master Agreement is subject to, and agree to comply with, all applicable local, state, and federal laws, statutes, rules and regulations. Any provision of any law, statute, rule or regulation that invalidates any provision of this Master Agreement, that is inconsistent with any provision of this Master Agreement, or that would cause one or both of the parties hereto to be in violation of law will be deemed to have superseded the terms of this Master Agreement. The parties, however, will use their best efforts to accommodate the terms and intent of this Master Agreement to the greatest extent possible consistent with the requirements of the law and negotiate in good faith toward amendment of this Master Agreement in such respect.

ARTICLE 12. 12.01

12.02

TERMINATION AND SUSPENSION

Termination of Master Agreement Owner reserves the right, without breach, to terminate this Master Agreement prior to, or during, the performance of any Work being implemented hereunder, for any reason. Upon such termination, the requirements set forth in Section 14.5 of the UTUGCs shall apply. For the purpose interpreting the requirements of the UTUGCs, the term “Contract”, as used therein shall be synonymous with the “Master Agreement” unless the context clearly requires otherwise. Termination or Suspension of Job Order Project Job Orders being implemented under the terms of this Master Agreement may be terminated or suspended in accordance with the terms set forth in Article 14 of the UTUGCs. For the purpose interpreting the requirements of the UTUGCs, the term “Contract”, as used therein, is synonymous with the term “Job Order Project” unless the context clearly requires otherwise.

ARTICLE 13. 13.01

CONFORMANCE WITH AND SUBORDINATION TO LAW

INDEMNITY

General Indemnity Provisions Contractor shall indemnify Owner as set forth in Article 3 of the UTUGCs. 20

13.02

Survival of Indemnities The indemnities contained herein shall survive the termination of this Master Agreement for any reason whatsoever.

ARTICLE 14. 14.01

14.02

14.03

14.04

14.05

14.06

14.07

14.08

SPECIAL WARRANTIES

Owner’s Reliance on Contractor’s Expertise Notwithstanding anything to the contrary contained in this Master Agreement, Owner and Contractor agree and acknowledge that Owner is entering into this Master Agreement in reliance on Contractor's represented expertise and ability to provide general contracting services and general construction services. Contractor agrees to use its best efforts, skill, judgment, and abilities to perform its obligations and to further the interests of Owner in accordance with Owner’s requirements and procedures. Contractor’s Representation Contractor represents, and agrees that it will perform its services in accordance with the usual and customary standards of Contractor’s profession or business and in compliance with all applicable national, federal, state, municipal, laws, regulations, codes, ordinances, orders and with those of any other body having jurisdiction over any particular Job Order Project. Cost of Correcting Non-compliant Work Contractor agrees to bear the full cost of correcting Contractor’s negligent or improper work and services, those of its consultants, and any harm caused by the negligent or improper work or services. Registration/Licensing of Contractor’s Personnel Contractor represents and agrees that all persons connected with Contractor directly in charge of its services are duly registered, licensed, or both under the laws, rules and regulations of any authority having jurisdiction to the extent registration or licensing is required. Contractor’s Duty to Perform Expeditiously Contractor represents and agrees to perform its services under this Master Agreement in an expeditious and economical manner consistent with good business practices and the interests of Owner. No Impediments to Contractor’s Performance Contractor represents and agrees that there are no obligations, commitments, or impediments of any kind that will limit or prevent performance of its obligations under this Master Agreement. Authorized Representation Contractor represents and agrees that the individual executing this Master Agreement on behalf of Contractor has been duly authorized to act for Contractor and to bind Contractor to its terms. Limitations on Owner’s Obligations Except for the obligation of Owner to pay Contractor certain fees, costs, and expenses pursuant to the terms of this Master Agreement, Owner shall have no liability to Contractor or to anyone claiming through or under Contractor by reason of the execution or performance of this Master Agreement. Notwithstanding any obligation or liability of Owner to Contractor, no present or future partner or affiliate of Owner or any agent, officer, director, employee, or regent of Owner, The University of Texas System, or of the components comprising The University of Texas System, or anyone claiming under Owner has or shall have any personal liability to Contractor or to anyone claiming through or under Contractor by reason of the execution or performance of this Master Agreement. 21

ARTICLE 15. 15.01

15.02

15.03

15.04

15.05

15.06

15.07

15.08

15.09

MISCELLANEOUS PROVISIONS

Independent Contractor Contractor acknowledges that it is engaged as an independent contractor and that Owner shall have no responsibility to provide Contractor or its employees with transportation, insurance or other fringe benefits normally associated with employee status. Contractor is responsible for all income taxes required by applicable law. Confidentiality The Contractor shall treat any Owner supplied information or information pertaining to Owner's business as confidential and shall not disclose any such information to others except as necessary for the performance of this Agreement or as authorized by the Owner in writing. Succession and Assignment The Owner and the Contractor, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to the terms and conditions of this Master Agreement. This Master Agreement is a personal service contract for the services of Contractor, and Contractor's interest in this Master Agreement, duties hereunder and any fees due hereunder may not be assigned or delegated to a third party without written consent of Owner. The benefits and burdens of this Master Agreement are, however, assignable by Owner. Loss of Funding Performance by Owner under this Master Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the “Legislature”), allocation of funds by the Board of Regents of The University of Texas System (the “Board”), or some combination thereof. 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 Contractor and Owner may terminate this Master Agreement, or any Job Order being executed under this Master Agreement, without further duty or obligation hereunder. Contractor acknowledges that appropriation, allotment, and allocation of funds are beyond the control of Owner. Open Records All information, documentation and other material submitted by the Contractor may be subject to public disclosure under the Public Information Act, Texas Government Code Chapter 552. Family Code Child Support Certification Pursuant to Section 231.006, Texas Family Code, Contractor certifies that it is not ineligible to receive the award of or payments under this Master Agreement and acknowledges that this Master Agreement may be terminated and payment may be withheld if this certification is inaccurate. Tax Certification If Contractor is a taxable entity as defined by Chapter 171, Texas Tax Code (“Chapter 171”), then Contractor certifies that it is not currently delinquent in the payment of any taxes due under Chapter 171, or that Contractor is exempt from the payment of such taxes, or that Contractor is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable. Payment of Debt or Delinquency to the State Pursuant to Sections 2107.008 and 2252.903, Texas Government Code, Contractor agrees that any payments owing to Contractor under this Master 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. Captions The captions of paragraphs in this Master Agreement are for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 22

15.10

15.11

15.12

15.13

15.14

15.15

15.16

15.17

15.18

Entire Agreement; Modifications This Master Agreement supersedes all prior agreements, written or oral, between Contractor and Owner and shall constitute the entire agreement and understanding between the parties with respect to Owner’s Job Order Contracting Program. This Master Agreement and each of its provisions shall be binding upon the parties and may not be waived, modified, amended or altered except by a writing signed by Contractor and Owner. 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 Master Agreement or any exhibits appended hereto. Severability Should any term or provision of this Master Agreement be held invalid or unenforceable in any respect, the remaining terms and provisions shall not be affected and this Master Agreement shall be construed as if the invalid or unenforceable term or provision had never been included. Waivers No delay or omission by either party in exercising any right or power arising from non-compliance or failure of performance by the other party with any of the provisions of this Master Agreement shall impair or constitute a waiver of any such right or power. A waiver by either party of any covenant or condition of this Master Agreement shall not be construed as a waiver of any subsequent breach of that or of any other covenant or condition of the Master Agreement. Force Majeure No party shall be liable or responsible to the other for any loss or damage or for any delays or failure to perform under this Master Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, employee strikes, epidemics, war, riots, flood, fire, sabotage, terrorist acts or any other circumstances of like character. Governing Law and Venue This Master Agreement and all of the rights and obligations of the parties and all of the terms and conditions shall be construed, interpreted and applied in accordance with and governed by and enforced under the laws of the State of Texas without reference to its conflicts of law provisions. The county where a particular Job Order Project is located shall be the sole place of venue for any legal action, in which Owner is a party, arising from or related to this Master Agreement or any Job Order Project implemented pursuant to the terms of this Master Agreement. Binding Effect This Master Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted assigns and successors. Appointment Owner hereby expressly reserves the right from time to time to designate by notice to Contractor a representative(s) to act partially or wholly for Owner in connection with the performance of Owner's obligations. Contractor shall act only upon instructions from the designated representative(s) unless otherwise specifically notified to the contrary. Financial Interest By signature hereon, Contractor 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 Master Agreement. Ethics Matters Contractor and its employees, agents, representatives and Subcontractors have read and understand University’s Conflicts of Interest Policy available at http://www.mdanderson.org/about-us/compliance-program/conflict-of-interest-policy-no.adm0255.pdf (attached as an exhibit hereto), University’s Standards of Conduct Guide available 23

15.19

15.20

15.21

15.22

at http://www.mdanderson.org/about-us/compliance-program/do-the-right-thing.pdf (attached as an exhibit hereto), and applicable state ethics laws and rules available at www.utsystem.edu/ogc/ethics. Neither Contractor nor its employees, agents, representatives or Subcontractors will assist or cause University employees to violate University’s Conflicts of Interest Policy, provisions described by University’s Standards of Conduct Guide, or applicable state ethics laws or rules. Contractor represents and warrants that no member of the Board has a direct or indirect financial interest in the transaction that is the subject of this Master Agreement. Products and Materials Produced in Texas Contractor covenants and agrees that in accordance with Section 2155.4441, Texas Government Code, in performing its duties and obligations under this Master Agreement, Contractor 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 Contractor is a corporation or a limited liability company, Contractor 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 Master Agreement; and (4) the individual executing this Master Agreement on behalf of Contractor has been duly authorized to act for and bind Contractor. Illegal Dumping Contractor shall ensure that it and all of its Subcontractors and assigns prevent illegal dumping of litter in accordance with Title 5, Texas Health and Safety Code, Chapter 365. Undocumented Workers 15.22.01 The Immigration and Nationality Act (8 United States Code 1324a) (“Immigration Act”) makes it unlawful for an employer to hire or continue employment of undocumented workers. The United States Immigration and Customs Enforcement Service has established the Form I-9 Employment Eligibility Verification Form (“I-9 Form”) as the document to be used for employment eligibility verification (8 Code of Federal Regulations 274a). Among other things, Contractor is required to: (1) have all employees complete and sign the I-9 Form certifying that they are eligible for employment; (2) examine verification documents required by the I-9 Form to be presented by the employee and ensure the documents appear to be genuine and related to the individual; (3) record information about the documents on the I-9 Form, and complete the certification portion of the I-9 Form; and (4) retain the I-9 Form as required by Applicable Laws. It is illegal to discriminate against any individual (other than a citizen of another country who is not authorized to work in the United States) in hiring, discharging, or recruiting because of that individual's national origin or citizenship status. If Contractor employs unauthorized workers during performance of this Master Agreement, or any Job Order implemented pursuant to the terms of this Master Agreement, in violation of the Immigration Act then, in addition to other remedies or penalties prescribed by Applicable Laws, Owner may terminate this Master Agreement in accordance with Article 12. Contractor represents and warrants that it is in compliance with and agrees that it will remain in compliance with the provisions of the Immigration Act. 15.22.02 Contractor shall ensure that this requirement is included in any subcontract issued for any Job Order implemented pursuant to the terms of this Master Agreement.

24

15.23

Criminal Background Checks 15.23.01 Each individual who is assigned to perform the Work for a Job Order under this Master Agreement will be an employee of Contractor, or an employee of a Subcontractor engaged by Contractor. Prior to commencing the Work for any Job Order, Contractor will have an appropriate criminal background screening performed on all the individuals. Contractor will determine on a case-by-case basis whether each individual assigned to perform the work is qualified to provide the services. Contractor will not knowingly assign any individual to provide services on Owner’s campus who has a history of criminal conduct unacceptable for a healthcare facility, including violent or sexual offenses. 15.23.02 Prior to commencing performance for a Job Order, Contractor will provide Owner a letter signed by an authorized representative of Contractor certifying compliance with this Section. Contractor will provide Owner an updated certification letter each time there is a change in the individuals assigned to perform work on that Job Order. 15.23.03 Contractor shall ensure that this requirement is included in any subcontract issued for any Job Order implemented pursuant to the terms of this Master Agreement.

ARTICLE 16. 16.01

16.02

NOTICES AND PARTY REPRESENTATIVES

Notices All notices, consents, approvals, demands, requests or other communications relied on by the parties shall be in writing. Written notice shall be deemed to have been given when delivered in person to the designated representative of Contractor or Owner for whom it is intended; or sent 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 upon receipt or on the third business day after the date of mailing, whichever is sooner. Fax notices are deemed effective the next business day after faxing. Recipients for Notices 16.02.01 Notices of claims or disputes or other legal notices required by this Master Agreement shall be sent to the following persons at the indicated locations. The parties may make reasonable changes in the person or place designated for receipt of notices upon advance written notice to the other party. If to Owner: [Owner’s Initial Recipient] [Title] [Street Address] [City, State, Zip] [Fax No.] [E-mail Address] With copy to:

[Intended Recipient’s Name] [Title] [Street Address] [City, State, Zip] [Fax No.] [E-mail Address]

25

If to Contractor:

16.03

[Contractor’s Initial Recipient] [Title] [Street Address] [City, State, Zip] [Fax No.] [E-mail Address]

Party Representatives 16.03.01 Owner’s Program Representative authorized to act in Owner's behalf with respect to the administration of Owner’s Job Order Contracting Program is:

16.03.02

[Name] [Title] [Street Address] [City, State, Zip] [Fax No.] [E-mail Address]. Contractor’s designated representative authorized to act on Contractor’s behalf and bind Contractor with respect to the implementation of Job Order Projects under the terms of this Master Agreement: [Name] [Title] [Company Name] [Street Address] [City, State, Zip] [Fax No.] [E-mail Address]

16.03.03

The parties may make reasonable changes in their designated representatives upon advance written notice to the other party.

26

ARTICLE 17.

LIST OF EXHIBITS

The following exhibits are fully incorporated into this Master Agreement by reference: Exhibit A 2013 Uniform General Conditions for University of Texas System Building Construction Projects Exhibit B Owner’s Specifications Section 00 25 00 JO, Owner’s Special Conditions for Job Order Projects Section 01 31 00 JO, Job Order Project Administration

Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Exhibit L

Section 01 32 00, Project Planning and Scheduling Section 01 35 16, Alteration Project Procedures Section 01 35 25, Owner Safety Requirements Section 01 45 00, Project Quality Control Section 01 77 00, Project Closeout Procedures Section 01 79 00, Demonstration and Training Section 01 91 00, General Commissioning Requirements Job Order Request for Proposal Form Job Order Guaranteed Maximum Price Proposal Form Rider 1 – Joint Commission Quality Assurance Rider 104-A – Policy on Utilization of Historically Underutilized Business Rider 105 – Affirmations and Warranties Rider 106 – Premises Rules Rider 107 – Travel Policy MD Anderson Institutional Policy ADM-0255, Conflict of Interest Policy MD Anderson’s Standards of Conduct: Do the Right Thing Bond Forms

27

BY SIGNING BELOW, the Parties have executed and bound themselves to this Master Agreement as of the day and year first above written.

(SEAL)

(Contractor)

ATTEST:

By:

By: (original signature)

(original signature)

(name and title typed)

(name and title typed) Date:

CONTENT APPROVED: Office of Operations and Facilities Management The University of Texas MD Anderson Cancer Center

THE UNIVERSITY OF TEXAS SYSTEM MD ANDERSON CANCER CENTER (Owner)

By:

By:

(original signature) Name: Spencer Moore Title: Vice President and Chief Facilities Officer

(original signature) Name: Dwain Morris Title: Vice President and Chief Financial Officer

Date:

Date:

28

EXHIBIT A

2013 UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION PROJECTS

28

2013 Uniform General Conditions for University of Texas System Building Construction Contracts For use on all UT System and Institutional Construction Projects executed on or after August 23, 2013

Table of Contents Article 1.

Definitions

Article 2.

Wage Rates and Other Laws Governing Construction

Article 3.

General Responsibilities of Owner and Contractor

Article 4.

Historically Underutilized Business (HUB) Subcontracting Plan

Article 5.

Bonds and Insurance

Article 6.

Construction Documents, Coordination Documents, and Record Documents

Article 7.

Construction Safety

Article 8.

Quality Control

Article 9.

Construction Schedules

Article 10.

Payments

Article 11.

Changes

Article 12.

Project Completion and Acceptance

Article 13.

Warranty and Guarantee

Article 14.

Suspension and Termination

Article 15.

Dispute Resolution

Article 16.

Certification of No Asbestos Containing Material or Work

Article 17.

Miscellaneous

Issued on August 23, 2013

2013 Uniform General Conditions for UT System Construction Projects Article 1. Definitions Unless the context clearly requires another meaning, the following terms have the meaning assigned herein. 1.1

Application for Payment means Contractor’s monthly partial invoice for payment that includes any portion of the Work that has been completed for which an invoice has not been submitted and performed in accordance with the requirements of the Contract Documents. The Application for Payment accurately reflects the progress of the Work, is itemized based on the Schedule of Values, bears the notarized signature of Contractor, and shall not include subcontracted items for which Contractor does not intend to pay.

1.2

Application for Final Payment means Contractor’s final invoice for payment that includes any portion of the Work that has been completed for which an invoice has not been submitted, amounts owing to adjustments to the final Contract Sum resulting from approved change orders, and release of remaining Contractor’s retainage.

1.3

Architect/Engineer (A/E) means a person registered as an architect pursuant to Tex. Occ. Code Ann., Chapter 1051, as a landscape architect pursuant to Tex. Occ. Code Ann., Chapter 1052, a person licensed as a professional engineer pursuant Tex. Occ. Code Ann., Chapter 1001, and/or a firm employed by Owner or Design-Build Contractor to provide professional architectural or engineering services and to exercise overall responsibility for the design of a Project or a significant portion thereof, and to perform the contract administration responsibilities set forth in the Contract.

1.4

Baseline Schedule means the initial time schedule prepared by Contractor for Owner’s information and acceptance that conveys Contractor’s and Subcontractors’ activities (including coordination and review activities required in the Contract Documents to be performed by A/E and ODR), durations, and sequence of work related to the entire Project to the extent required by the Contract Documents. The schedule clearly demonstrates the critical path of activities, durations and necessary predecessor conditions that drive the end date of the schedule. The Baseline Schedule shall not exceed the time limit current under the Contract Documents.

1.5

Certificate of Final Completion means the certificate issued by A/E that documents, to the best of A/E’s knowledge and understanding, Contractor’s completion of all Contractor’s Punchlist items and pre-final Punchlist items, final cleanup and Contractor’s provision of Record Documents, operations and maintenance manuals, and all other Close-Out documents required by the Contract Documents.

1.6

Change Order means a written modification of the Contract between Owner and Contractor, signed by Owner, Contractor and A/E.

1.7

Close-out Documents mean the product brochures, submittals, product/equipment maintenance and operations instructions, manuals, and other documents/warranties, record documents, affidavit of payment, release of lien and claim, and as may be further defined, identified, and required by the Contract Documents.

1.8

Contract means the entire agreement between Owner and Contractor, including all of the Contract Documents.

1.9

Contract Date is the date when the agreement between Owner and Contractor becomes effective.

1.10

Contract Documents mean those documents identified as a component of the agreement (Contract) between Owner and Contractor. These may include, but are not limited to, Drawings; Specifications; these General Conditions and Owner’s Special Conditions; and all pre-bid and/or pre-proposal addenda.

1.11

Contract Sum means the total compensation payable to Contractor for completion of the Work in

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2013 Uniform General Conditions for UT System Construction Projects accordance with the terms of the Contract. 1.12

Contract Time means the period between the start date identified in the Notice to Proceed with construction and the Substantial Completion date identified in the Notice to Proceed or as subsequently amended by a Change Order.

1.13

Contractor means the individual, corporation, limited liability company, partnership, firm, or other entity contracted to perform the Work, regardless of the type of construction contract used, so that the term as used herein includes a Construction Manager-at-Risk or a Design-Build firm as well as a general or prime Contractor. The Contract Documents refer to Contractor as if singular in number.

1.14

Construction Documents mean the Drawings, Specifications, and other documents issued to build the Project. Construction Documents become part of the Contract Documents when listed in the Contract or any Change Order.

1.15

Construction Manager-at-Risk, in accordance with Tex. Educ. Code § 51.782, means a sole proprietorship, partnership, corporation, or other legal entity that assumes the risk for construction, rehabilitation, alteration, or repair of a facility at the contracted price as a general contractor and provides consultation to Owner regarding construction during and after the design of the facility.

1.16

Date of Commencement means the date designated in the Notice to Proceed for Contractor to commence the Work.

1.17

Day means a calendar day unless otherwise specifically stipulated.

1.18

Design-Build means a project delivery method in which the detailed design and subsequent construction is provided through a single contract with a Design-Build firm; a team, partnership, or legal entity that includes design professionals and a builder. The Design-Build Project delivery shall be implemented in accordance with Tex. Educ. Code § 51.780.

1.19

Drawings mean that product of A/E which graphically depicts the Work.

1.20

Final Completion means the date determined and certified by A/E and Owner on which the Work is fully and satisfactorily complete in accordance with the Contract.

1.21

Final Payment means the last and final monetary compensation made to Contractor for any portion of the Work that has been completed and accepted for which payment has not been made, amounts owing to adjustments to the final Contract Sum resulting from approved change orders, and release of Contractor’s retainage.

1.22

Historically Underutilized Business (HUB) pursuant to Tex. Gov’t Code, Chapter 2161, means a business that is at least 51% owned by an Asian Pacific American, a Black American, a Hispanic American, a Native American and/or an American Woman; is an entity with its principal place of business in Texas; and has an owner residing in Texas with proportionate interest that actively participates in the control, operations, and management of the entity’s affairs.

1.23

Notice to Proceed means written document informing Contractor of the dates beginning Work and the dates anticipated for Substantial Completion.

1.24

Open Item List means a list of work activities, Punchlist items, changes or other issues that are not expected by Owner and Contractor to be complete prior to Substantial Completion.

1.25

Owner means the State of Texas, and any agency of the State of Texas, acting through the responsible entity of the State of Texas identified in the Contract as Owner.

1.26

Owner’s Designated Representative (ODR) means the individual assigned by Owner to act on its behalf and to undertake certain activities as specifically outlined in the Contract. ODR is the only

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2013 Uniform General Conditions for UT System Construction Projects party authorized to direct changes to the scope, cost, or time of the Contract. 1.27

Owner’s Special Conditions mean the documents containing terms and conditions which may be unique to the Project. Owner’s Special Conditions are a part of the Contract Documents and have precedence over the Uniform General Conditions

1.28

Project means all activities necessary for realization Owner’s desired building or other structure including all ancillary and related work. This includes design, contract award(s), execution of the Work itself, work by Owner’s forces and/or other contractors and fulfillment of all Contract and warranty obligations.

1.29

Progress Assessment Report (PAR) means the monthly compliance report to Owner verifying compliance with the HUB subcontracting plan (HSP).

1.30

Proposed Change Order (PCO) means a document that informs Contractor of a proposed change in the Work and appropriately describes or otherwise documents such change including Contractor’s response of pricing for the proposed change.

1.31

Punchlist means a list of items of Work to be completed or corrected by Contractor before Final Completion. Punchlists indicate items to be finished, remaining Work to be performed, or Work that does not meet quality or quantity requirements as required in the Contract Documents.

1.32

Record Documents mean the drawing set, Specifications, and other materials maintained by Contractor that documents all addenda, Architect’s Supplemental Instructions, Change Orders and postings and markings that record the as-constructed conditions of the Work and all changes made during construction.

1.33

Request for Information (RFI) means a written request by Contractor directed to A/E or ODR for a clarification of the information provided in the Contract Documents or for direction concerning information necessary to perform the Work that may be omitted from the Contract Documents.

1.34

Samples mean representative physical examples of materials, equipment, or workmanship used to confirm compliance with requirements and/or to establish standards for use in execution of the Work.

1.35

Schedule of Values means the detailed breakdown of the cost of the materials, labor, and equipment necessary to accomplish the Work as described in the Contract Documents, submitted by Contractor for approval by Owner and A/E.

1.36

Shop Drawings mean the drawings, diagrams, illustrations, schedules, performance charts, brochures, and other data prepared by Contractor or its agents which detail a portion of the Work.

1.37

Site means the geographical area of the location of the Work.

1.38

Specifications mean the written product of A/E that establishes the quality and/or performance of products utilized in the Work and processes to be used, including testing and verification for producing the Work.

1.39

Subcontractor means a business entity that enters into an agreement with Contractor to perform part of the Work or to provide services, materials, or equipment for use in the Work.

1.40

Submittal Register means a list provided by Contractor of all items to be furnished for review and approval by A/E and Owner and as identified in the Contract Documents including anticipated sequence and submittal dates.

1.41

Substantial Completion means the date determined and certified by Contractor, A/E, and Owner when the Work, or a designated portion thereof, is sufficiently complete, in accordance with the Contract, so

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2013 Uniform General Conditions for UT System Construction Projects as to be operational and fit for the use intended. 1.42

Unit Price Work means the Work, or a portion of the Work, paid for based on incremental units of measurement.

1.43

Unilateral Change Order (ULCO) means a Change Order issued by Owner without the complete agreement of Contractor, as to cost and/or time.

1.44

Work means the administration, procurement, materials, equipment, construction and all services necessary for Contractor, and/or its agents, to fulfill Contractor’s obligations under the Contract.

1.45

Work Progress Schedule means the continually updated time schedule prepared and monitored by Contractor that accurately indicates all necessary appropriate revisions as required by the conditions of the Work and the Project while maintaining a concise comparison to the Baseline Schedule.

Article 2. Wage Rates and Other Laws Governing Construction 2.1

Environmental Regulations. Contractor shall conduct activities in compliance with applicable laws and regulations and other requirements of the Contract relating to the environment and its protection at all times. Unless otherwise specifically determined, Owner is responsible for obtaining and maintaining permits related to stormwater run-off. Contractor shall conduct operations consistent with stormwater run-off permit conditions. Contractor is responsible for all items it brings to the Site, including hazardous materials, and all such items brought to the Site by its Subcontractors and suppliers, or by other entities subject to direction of Contractor. Contractor shall not incorporate hazardous materials into the Work without prior approval of Owner, and shall provide an affidavit attesting to such in association with request for Substantial Completion inspection.

2.2

Wage Rates. Contractor shall not pay less than the wage scale of the various classes of labor as shown on the prevailing wage schedule provided by Owner in the bid or proposal specifications. The specified wage rates are minimum rates only. Owner is not bound to pay any claims for additional compensation made by any Contractor because the Contractor pays wages in excess of the applicable minimum rate contained in the Contract. The prevailing wage schedule is not a representation that qualified labor adequate to perform the Work is available locally at the prevailing wage rates. 2.2.1

Notification to Workers. Contractor shall post the prevailing wage schedule in a place conspicuous to all workers on the Project Site and shall notify each worker, in writing, of the following as they commence work on the Contract: the worker’s job classification, the established minimum wage rate requirement for that classification, as well as the worker’s actual wage. The notice must be delivered to and signed in acknowledgement of receipt by the worker and must list both the wages and fringe benefits to be paid or furnished for each classification in which the worker is assigned duties. When requested by Owner, Contractor shall furnish evidence of compliance with the Texas Prevailing Wage Law and the addresses of all workers. 2.2.1.1

Contractor shall submit a copy of each worker’s wage-rate notification to ODR with the application for progress payment for the period during which the worker was engaged in activities on behalf of the Project.

2.2.1.2

The prevailing wage schedule is determined by Owner in compliance with Tex. Gov’t Code, Chapter 2258. Should Contractor at any time become aware that a particular skill or trade not reflected on Owner’s prevailing wage schedule will be or is being employed in the Work, whether by Contractor or by Subcontractor, Contractor shall promptly inform ODR of the proposed wage to be paid for the skill along with a justification for same and ODR shall promptly concur with or reject the proposed wage and classification. Contractor is responsible for determining the most appropriate wage for a particular skill in relation to similar

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2013 Uniform General Conditions for UT System Construction Projects skills or trades identified on the prevailing wage schedule. In no case, shall any worker be paid less than the wage indicated for laborers. 2.2.2

Penalty for Violation. Contractor, and any Subcontractor, will pay to the State a penalty of sixty dollars ($60) for each worker employed for each day, or portion thereof, that the worker is paid less than the wage rates stipulated in the prevailing wage schedule.

2.2.3

Complaints of Violations. 2.2.3.1

Owner’s Determination of Good Cause. Upon receipt of information concerning a violation, Owner will conduct an investigation in accordance with Tex. Gov’t Code, Chapter 2258 and make an initial determination as to whether good cause exists that a violation occurred. Upon making a good cause finding, Owner will retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the prevailing wage schedule and any supplements thereto, together with the applicable penalties, such amounts being subtracted from successive progress payments pending a final decision on the violation.

2.2.3.2

No Extension of Time. If Owner’s determination proves valid that good cause existed to believe a violation had occurred, Contractor is not entitled to an extension of time for any delay arising directly or indirectly from the arbitration procedures.

2.3

Venue for Suits. The venue for any suit arising from the Contract will be in a court of competent jurisdiction in Travis County, Texas, or as may otherwise be designated in the Owner’s Special Conditions.

2.4

Licensing of Trades. Contractor shall comply with all applicable provisions of State law related to license requirements for skilled tradesmen, contractors, suppliers and or laborers, as necessary to accomplish the Work. In the event Contractor, or one of its Subcontractors, loses its license during the term of performance of the Contract, Contractor shall promptly hire or contract with a licensed provider of the service at no additional cost to Owner.

2.5

Royalties, Patents, and Copyrights. Contractor shall pay all royalties and license fees, defend suits or claims for infringement of copyrights and patent rights, and shall hold Owner harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by Owner or A/E. However, if Contractor has reason to believe that the required design, process, or product is an infringement of a copyright or a patent, Contractor shall be responsible for such loss unless such information is promptly furnished to A/E.

2.6

State Sales and Use Taxes. Owner qualifies for exemption from certain State and local sales and use taxes pursuant to the provisions of Tex. Tax Code, Chapter 151. Upon request from Contractor, Owner shall furnish evidence of tax exempt status. Contractor may claim exemption from payment of certain applicable State taxes by complying with such procedures as prescribed by the State Comptroller of Public Accounts. Owner acknowledges not all items qualify for exemption. Owner is not obligated to reimburse Contractor for taxes paid on items that qualify for tax exemption.

Article 3. General Responsibilities of Owner and Contractor 3.1

Owner’s General Responsibilities. Owner is the entity identified as such in the Contract and referred to throughout the Contract Documents as if singular in number. 3.1.1

Preconstruction Conference. Prior to, or concurrent with, the issuance of Notice to Proceed

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2013 Uniform General Conditions for UT System Construction Projects with construction, a conference will be convened for attendance by Owner, Contractor, A/E and appropriate Subcontractors. The purpose of the conference is to establish a working understanding among the parties as to the Work, the operational conditions at the Project Site, and general administration of the Project. Topics include communications, schedules, procedures for handling Shop Drawings and other submittals, processing Applications for Payment, maintaining required records and all other matters of importance to the administration of the Project and effective communications between the Project team members. 3.1.2

3.1.3

Owner’s Designated Representative. Prior to the start of construction, Owner will identify Owner’s Designated Representative (ODR), who has the express authority to act and bind Owner to the extent and for the purposes described in the various Articles of the Contract, including responsibilities for general administration of the Contract. 3.1.2.1

Unless otherwise specifically defined elsewhere in the Contract Documents, ODR is the single point of contact between Owner and Contractor. Notice to ODR, unless otherwise noted, constitutes notice to Owner under the Contract.

3.1.2.2

All directives on behalf of Owner will be conveyed to Contractor and A/E by ODR in writing.

3.1.2.3

Owner will furnish or cause to be furnished, free of charge, the number of complete sets of the Drawings, Specifications, and addenda as provided in the Agreement or Owner’s Special Conditions.

Owner Supplied Materials and Information. 3.1.3.1

Owner will furnish to Contractor those surveys describing the physical characteristics, legal description, limitations of the Site, Site utility locations, and other information used in the preparation of the Contract Documents.

3.1.3.2

Owner will provide information, equipment, or services under Owner’s control to Contractor with reasonable promptness.

3.1.4

Availability of Lands. Owner will furnish, as indicated in the Contract, all required rights to use the lands upon which the Work occurs. This includes rights-of-way and easements for access and such other lands that are designated for use by Contractor. Contractor shall comply with all Owner identified encumbrances or restrictions specifically related to use of lands so furnished. Owner will obtain and pay for easements for permanent structures or permanent changes in existing facilities, unless otherwise required in the Contract Documents.

3.1.5

Limitation on Owner’s Duties. 3.1.5.1

Owner will not supervise, direct, control or have authority over or be responsible for Contractor’s means, methods, technologies, sequences or procedures of construction or the safety precautions and programs incident thereto. Owner is not responsible for any failure of Contractor to comply with laws and regulations applicable to the Work. Owner is not responsible for the failure of Contractor to perform or furnish the Work in accordance with the Contract Documents. Except as provided in Section 2.5, Owner is not responsible for the acts or omissions of Contractor, or any of its Subcontractors, suppliers or of any other person or organization performing or furnishing any of the Work on behalf of Contractor.

3.1.5.2

Owner will not take any action in contravention of a design decision made by A/E in preparation of the Contract Documents, when such actions are in conflict with statutes under which A/E is licensed for the protection of the public health and

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2013 Uniform General Conditions for UT System Construction Projects safety. 3.2

Role of Architect/Engineer. Unless specified otherwise in the Contract between Owner and Contractor, A/E shall provide general administration services for Owner during the construction phase of the project. Written correspondence, requests for information, and Shop Drawings/submittals shall be directed to A/E for action. A/E has the authority to act on behalf of Owner to the extent provided in the Contract Documents, unless otherwise modified by written instrument, which will be furnished to Contractor by ODR, upon request. 3.2.1

3.3

Site Visits. 3.2.1.1

A/E will make visits to the Site at intervals as provided in the A/E’s Contract with Owner, to observe the progress and the quality of the various aspects of Contractor’s executed Work and report findings to Owner.

3.2.1.2

A/E has the authority to interpret Contract Documents and inspect the Work for compliance and conformance with the Contract. Except as referenced in Paragraph 3.1.5.2, Owner retains the sole authority to accept or reject Work and issue direction for correction, removal, or replacement of Work.

3.2.2

Clarifications and Interpretations. It may be determined that clarifications or interpretations of the Contract Documents are necessary. Upon direction by ODR, such clarifications or interpretations will be provided by A/E consistent with the intent of the Contract Documents. A/E will issue these clarifications with reasonable promptness to Contractor as A/E’s supplemental instruction (“ASI”) or similar instrument. If Contractor believes that such clarification or interpretation justifies an adjustment in the Contract Sum or the Contract Time, Contractor shall so notify Owner in accordance with the provisions of Article 11.

3.2.3

Limitations on Architect/Engineer Authority. A/E is not responsible for: 3.2.3.1

Contractor’s means, methods, techniques, sequences, procedures, safety, or programs incident to the Project, nor will A/E supervise, direct, control or have authority over the same;

3.2.3.2

The failure of Contractor to comply with laws and regulations applicable to the furnishing or performing the Work;

3.2.3.3

Contractor’s failure to perform or furnish the Work in accordance with the Contract Documents; or

3.2.3.4

Acts or omissions of Contractor, or of any other person or organization performing or furnishing any of the Work.

Contractor’s General Responsibilities. Contractor is solely responsible for implementing the Work in full compliance with all applicable laws and the Contract Documents and shall supervise and direct the Work using the best skill and attention to assure that each element of the Work conforms to the Contract requirements. Contractor is solely responsible for all construction means, methods, techniques, safety, sequences, coordination and procedures. Contractor shall visit the Site before commencing the Work and become familiar with local conditions such as the location, accessibility and general character of the Site and/or building. 3.3.1

Project Administration. Contractor shall provide Project administration for all Subcontractors, vendors, suppliers, and others involved in implementing the Work and shall coordinate administration efforts with those of A/E and ODR in accordance with these general conditions, Division 1 of the Specifications and other provisions of the Contract, and as

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2013 Uniform General Conditions for UT System Construction Projects outlined in the pre-construction conference. 3.3.1.1

At the request of Owner and at no additional cost, Contractor shall furnish to the ODR one copy of the current edition of the RSMeans Facilities Construction Cost Data Book in hard copy format or digital medium as directed by the ODR.

3.3.2

Contractor’s Management Personnel. Contractor shall employ a competent person or persons who will be present at the Project Site during the progress of the Work to supervise or oversee the work. The competent persons are subject to the approval of ODR. Contractor shall not change approved staff during the course of the project without the written approval of ODR unless the staff member leaves the employment of Contractor. Contractor shall provide additional quality control, safety and other staff as stated in the Contract Documents.

3.3.3

Labor. Contractor shall provide competent, suitably qualified personnel to survey, lay-out, and construct the Work as required by the Contract Documents and maintain good discipline and order at the Site at all times.

3.3.4

Services, Materials, and Equipment. Unless otherwise specified, Contractor shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities, incidentals, and services necessary for the construction, performance, testing, start-up, inspection and completion of the Work.

3.3.5

Contractor General Responsibility. For Owner furnished equipment or material that will be in the care, custody, and control of Contractor, Contractor is responsible for damage or loss.

3.3.6

Non-Compliant Work. Should A/E and/or ODR identify Work as non-compliant with the Contract Documents, A/E and/or ODR shall communicate the finding to Contractor, and Contractor shall correct such Work at no additional cost to the Owner. The approval of Work or the failure to find non-compliant Work by either A/E or ODR does not relieve Contractor from the obligation to comply with all requirements of the Contract Documents.

3.3.7

Subcontractors. Contractor shall not employ any Subcontractor, supplier or other person or organization, whether initially or as a substitute, against whom Owner shall have reasonable objection. Owner will communicate such objections in writing within ten (10) days of receipt of Contractor’s intent to use such Subcontractor, supplier, or other person or organization. Contractor is not required to employ any Subcontractor, supplier or other person or organization to furnish any of the work to whom Contractor has reasonable objection. Contractor shall not substitute Subcontractors without the acceptance of Owner. 3.3.7.1

All Subcontracts and supply contracts shall be consistent with and bind the Subcontractors and suppliers to the terms and conditions of the Contract Documents including provisions of the Contract between Contractor and Owner.

3.3.7.2

Contractor shall be solely responsible for scheduling and coordinating the Work of Subcontractors, suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with Contractor. Require all Subcontractors, suppliers and such other persons and organizations performing or furnishing any of the Work to communicate with Owner only through Contractor. Contractor shall furnish to Owner a copy, at Owner’s request, of each first-tier subcontract promptly after its execution. Contractor agrees that Owner has no obligation to review or approve the content of such contracts and that providing Owner such copies in no way relieves Contractor of any of the terms and conditions of the Contract, including, without limitation, any provisions of the Contract which require the Subcontractor to be bound to Contractor in the

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2013 Uniform General Conditions for UT System Construction Projects same manner in which Contractor is bound to Owner. 3.3.8

Continuing the Work. Contractor shall carry on the Work and adhere to the progress schedule during all disputes, disagreements, or alternative resolution processes with Owner. Contractor shall not delay or postpone any Work because of pending unresolved disputes, disagreements or alternative resolution processes, except as Owner and Contractor may agree in writing.

3.3.9

Cleaning. Contractor shall at all times, keep the Site and the Work clean and free from accumulation of waste materials or rubbish caused by the construction activities under the Contract. Contractor shall ensure that the entire Project is thoroughly cleaned prior to requesting Substantial Completion inspection and, again, upon completion of the Project prior to the final inspection.

3.3.10

Acts and Omissions of Contractor, its Subcontractors and Employees. Contractor shall be responsible for acts and omissions of his employees and all its Subcontractors, their agents and employees. Owner may, in writing, require Contractor to remove from the Project any of Contractor’s or its Subcontractor’s employees whom ODR finds to be careless, incompetent, unsafe, uncooperative, disruptive, or otherwise objectionable.

3.4.5

Ancillary Areas. Contractor shall operate and maintain operations and associated storage areas at the site of the Work in accordance with the following: 3.3.12.1

All Contractor operations, including storage of materials and employee parking upon the Site of Work, shall be confined to areas designated by Owner.

3.3.12.2

Contractor may erect, at its own expense, temporary buildings that will remain its property. Contractor shall remove such buildings and associated utility service lines upon completion of the Work, unless Contractor requests and Owner provides written consent that it may abandon such buildings and utilities in place.

3.3.12.3

Contractor shall use only established roadways or construct and use such temporary roadways as may be authorized by Owner. Contractor shall not allow load limits of vehicles to exceed the limits prescribed by appropriate regulations or law. Contractor shall provide protection to road surfaces, curbs, sidewalks, trees, shrubbery, sprinkler systems, drainage structures and other like existing improvements to prevent damage and repair any damage thereto at the expense of Contractor.

3.3.12.4

Owner may restrict Contractor’s entry to the Site to specifically assigned entrances and routes.

3.3.13

Separate Contracts. Owner reserves the right to award other contracts in connection with the Project under the same or substantially similar contract terms, including those portions related to insurance and waiver of subrogation. Owner reserves the right to perform operations related to the Project with Owner’s own forces.

3.3.14

Under a system of separate contracts, the conditions described herein continue to apply except as may be amended by change order.

3.3.15

Contractor shall cooperate with other contractors or forces employed on the Project by Owner, including providing access to Site, integration of activities within Contractor’s Work Progress Schedule and Project information as requested.

3.3.16

Owner shall be reimbursed by Contractor for costs incurred by Owner which are payable to a separate contractor because of delays, improperly timed activities, or defective construction by Contractor. Owner will equitably adjust the Contract by Change Order for costs incurred

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2013 Uniform General Conditions for UT System Construction Projects by Contractor because of delays, improperly timed activities, damage to the Work or defective construction by a separate contractor. 3.4

Indemnification of Owner. 3.4.1

Contractor covenants and agrees to FULLY INDEMNIFY and HOLD HARMLESS, Owner and the elected and appointed officials, employees, officers, directors, volunteers, and representatives of Owner, individually or collectively, from and against any and all costs, claims, liens, damages, losses, expenses, fees, fines, penalties, proceedings, actions, demands, causes of action, liability and suits of any kind and nature, including but not limited to, personal or bodily injury, death or property damage, made upon Owner directly or indirectly arising out of, resulting from or related to Contractor’s activities under this Contract, including any acts or omissions of Contractor, or any agent, officer, director, representative, employee, consultant or the Subcontractor of Contractor, and their respective officers, agents, employees, directors and representatives while in the exercise of performance of the rights or duties under this Contract. The indemnity provided for in this paragraph does not apply to any liability resulting from the negligence of the Owner, its officers or employees, separate contractors or assigned contractors, in instances where such negligence causes personal injury, death or property damage. IN THE EVENT CONTRACTOR AND OWNER ARE FOUND JOINTLY LIABLE BY A COURT OF COMPETENT JURISDICTION, LIABILITY WILL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE STATE UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW.

3.4.2

Contractor shall protect and indemnify the Owner from and against all claims, damages, judgments and losses arising from infringement or alleged infringement of any United States patent, or copyright that arise out of any of the work performed by the Contractor or the use by Contractor, or by Owner at the direction of Contractor, of any article or material. Upon becoming aware of a suit or threat of suit for patent or copyright infringement, Owner shall promptly notify Contractor and Contractor shall be given full opportunity to negotiate a settlement. Contractor does not warrant against infringement by reason of Owner's or Project Architect’s design of articles or their use in combination with other materials or in the operation of any process. In the event of litigation, Owner agrees to cooperate reasonably with Contractor and parties shall be entitled, in connection with any such litigation, to be represented by counsel at their own expense.

3.4.3

The provisions of this indemnification are solely for the benefit of the parties hereto and not intended to create or grant any rights, contractual or otherwise, to any other person or entity.

3.4.4

Contractor shall promptly advise Owner in writing of any claim or demand against Owner or against Contractor which involves Owner and known to Contractor and related to or arising out of Contractor’s activities under this Contract.

3.4.5

These indemnitie provisions shall survive the termination of this Agreement regardless of the reason for termination.

Article 4. Historically Underutilized Business (HUB) Subcontracting Plan 4.1

General Description. The purpose of the Historically Underutilized Business (HUB) program is to promote equal business opportunities for economically disadvantaged persons (as defined by Tex. Gov’t Code, Chapter 2161) to contract with the State of Texas in accordance with the goals specified in the State of Texas Disparity Study. The HUB program annual procurement utilization goals are

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2013 Uniform General Conditions for UT System Construction Projects defined in 34 T.A.C. § 20.13(b).

4.2

4.1.1

State agencies are required by statute to make a good faith effort to assist HUBs in participating in contract awards issued by the State. 34 T.A.C. § 20.13(b) outlines the State’s policy to encourage the utilization of HUBs in State contracting opportunities through race, ethnic and gender neutral means.

4.1.2

A Contractor who contracts with the State in an amount of $100,000 or greater is required to make a good faith effort to award subcontracts to HUBs in accordance with 34 T.A.C. § 20.14(a)(2)(A) by submitting a HUB subcontracting plan within twenty-four (24) hours after the bid or response is due and complying with the HUB subcontracting plan after it is accepted by Owner and during the term of the Contract.

Compliance with Approved HUB Subcontracting Plan. Contractor, having been awarded this Contract in part by complying with the HUB program statute and rules, hereby covenants to continue to comply with the HUB program as follows: 4.2.1

Prior to adding or substituting a Subcontractor, promptly notify Owner in the event a change is required for any reason to the accepted HUB subcontracting plan.

4.2.2

Conduct the good-faith effort activities required and provide Owner with necessary documentation to justify approval of a change to the approved HUB subcontracting plan.

4.2.3

Cooperate in the execution of a Change Order or such other approval of the change in the HUB subcontracting plans as Contractor and Owner may agree to.

4.2.4

Maintain and make available to Owner upon request business records documenting compliance with the accepted HUB subcontracting plan.

4.2.5

Upon receipt of payment for performance of Work, submit to Owner a compliance report, in the format required by Owner that demonstrates Contractor’s performance of the HUB subcontracting plan. 4.2.5.1

4.2.6

4.3

Progress Assessment Report (PAR): monthly compliance reports to Owner (contracting agency), verifying their compliance with the HUB subcontracting plan, including the use/expenditures they have made to Subcontractors. (The PAR is available at http://www.window.state.tx.us/procurement/prog/hub/hubforms/progressassessmentrpt.xls).

Promptly and accurately explain and provide supplemental information to Owner to assist in Owner’s investigation of Contractor’s good-faith effort to fulfill the HUB subcontracting plan and the requirements under 34 T.A.C. § 20.14(a)(1).

Failure to Demonstrate Good-Faith Effort. Upon a determination by Owner that Contractor has failed to demonstrate a good-faith effort to fulfill the HUB subcontracting plan or any Contract covenant detailed above, Owner may, in addition to all other remedies available to it, report the failure to perform to the Comptroller of Public Accounts, Texas Procurement and Support Services Division, Historically Underutilized Business Program and may bar Contractor from future contracting opportunities with Owner.

Article 5. Bonds and Insurance 5.1

Construction Bonds. Contractor is required to tender to Owner, prior to commencing the Work, performance and payment bonds, as required by Tex. Gov’t Code, Chapter 2253. On Construction Manager-at-Risk and Design-Build Projects the Owner shall require a security bond, as described in Subsection 5.1.2 below.

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2013 Uniform General Conditions for UT System Construction Projects

5.1.1

Bond Requirements. Each bond shall be executed by a corporate surety or sureties authorized to do business in the State of Texas and acceptable to Owner, on Owner’s form, and in compliance with the relevant provisions of the Texas Insurance Code. If any bond is for more than ten (10) percent of the surety’s capital and surplus, Owner may require certification that the company has reinsured the excess portion with one or more reinsurers authorized to do business in the State. A reinsurer may not reinsure for more than ten (10) percent of its capital and surplus. If a surety upon a bond loses its authority to do business in the State, Contractor shall, within thirty (30) days after such loss, furnish a replacement bond at no added cost to Owner. 5.1.1.1

A Performance bond is required if the Contract Sum is in excess of $100,000. The performance bond is solely for the protection of Owner. The performance bond is to be for the Contract Sum to guarantee the faithful performance of the Work in accordance with the Contract Documents. The form of the bond shall be approved by the Office of the Attorney General of Texas. The performance bond shall be effective through Contractor’s warranty period.

5.1.1.2

A Payment bond is required if the Contract price is in excess of $25,000. The payment bond is to be for the Contract Sum and is payable to Owner solely for the protection and use of payment bond beneficiaries. The form of the bond shall be approved by the Office of the Attorney General of Texas.

5.1.2

Security Bond. The security bond provides protection to Owner if Contractor presents an acceptable guaranteed maximum price (“GMP”) to Owner but is unable to deliver the required payment and performance bonds within the time period stated below.

5.1.3

When Bonds Are Due 5.1.3.1

Security bonds are due before execution of a Construction Manager-at-Risk or Design-Build Contract.

5.1.3.2

Payment and performance bonds are due before execution of a contract on competitively bid or competitively sealed proposal projects or before execution of a GMP proposal on Construction Manager-at-Risk projects or Design-Build projects.

5.1.4

Power of Attorney. Each bond shall be accompanied by a valid power of attorney (issued by the surety company and attached, signed and sealed with the corporate embossed seal, to the bond) authorizing the attorney-in-fact who signs the bond to commit the company to the terms of the bond, and stating any limit in the amount for which the attorney can issue a single bond.

5.1.5

Bond Indemnification. The process of requiring and accepting bonds and making claims thereunder shall be conducted in compliance with Tex. Gov’t Code, Chapter 2253. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, CONTRACTOR SHALL FULLY INDEMNIFY AND HOLD OWNER HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS AS A RESULT.

5.1.6

Furnishing Bond Information. Owner shall furnish certified copies of the payment bond and the related Contract to any qualified person seeking copies who complies with Tex. Gov’t Code § 2253.026.

5.1.7

Claims on Payment Bonds. Claims on payment bonds must be sent directly to Contractor and his surety in accordance with Tex. Gov’t Code § 2253.041. All payment bond claimants are

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2013 Uniform General Conditions for UT System Construction Projects cautioned that no lien exists on the funds unpaid to Contractor on such Contract, and that reliance on notices sent to Owner may result in loss of their rights against Contractor and/or his surety. Owner is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee.

5.2

5.1.8

Payment Claims when Payment Bond not Required. The rights of Subcontractors regarding payment are governed by Tex. Prop. Code §§ 53.231 – 53.239 when the value of the Contract between Owner and Contractor is less than $25,000.00. These provisions set out the requirements for filing a valid lien on funds unpaid to Contractor as of the time of filing the claim, actions necessary to release the lien and satisfaction of such claim.

5.1.9

Sureties. A surety shall be listed on the US Department of the Treasury’s Listing of Approved Sureties maintained by the Bureau of Financial Management Service (FMS), www fms.treas.gov/c570, stating companies holding Certificates of Authority as acceptable sureties on Federal bonds and acceptable reinsuring companies (FMS Circular 570).

Insurance Requirements. Contractor shall carry insurance in the types and amounts indicated in this Article for the duration of the Contract. The required insurance shall include coverage for Owner’s property prior to construction, during construction and during the warranty period. The insurance shall be evidenced by delivery to Owner of certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. Upon request, Owner, and/or its agents, shall be entitled to receive without expense, copies of the policies and all endorsements. Contractor shall update all expired policies prior to submission for monthly payment. Failure to update policies shall be reason for withholding of payment until renewal is provided to Owner. 5.2.1

Contractor, consistent with its status as an independent contractor, shall provide and maintain all insurance coverage with the minimum amounts described below until the end of the warranty period unless otherwise stated in Owner’s Special Conditions. Failure to maintain insurance coverage, as required, is grounds for suspension of Work for cause pursuant to Article 14. The Contractor will be notified of the date on which the Builder’s Risk insurance policy may be terminated by any means deemed appropriate by Owner.

5.2.2

Coverage shall be written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and rated A-, VII or better by A.M. Best Company or similar rating company or otherwise acceptable to Owner. 5.2.2.1

Insurance Coverage Required. 5.2.2.1.1

Workers’ Compensation. Insurance with limits as required by the Texas Workers’ Compensation Act and Employer’s Liability Insurance with limits of not less than: $1,000,000 each accident; $1,000,000 disease each employee ; and $1,000,000 disease policy limit. Policies must include (a) Other States Endorsement to include TEXAS if business is domiciled outside the State of Texas, and (b) a waiver of all rights of subrogation in favor of Owner.

5.2.2.1.2

Commercial General Liability Insurance, including premises, operations, independent contractor’s liability, products and

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2013 Uniform General Conditions for UT System Construction Projects completed operations and contractual liability, covering, but not limited to, the liability assumed under the indemnification provisions of this Contract, fully insuring Contractor’s (or Subcontractor’s) liability for bodily injury (including death) and property damage with a minimum limit of: $1,000,000 per occurrence; $2,000,000 general aggregate; $2,000,000 products and completed operations aggregate; and Coverage shall be on an “occurrence” basis. The policy shall include coverage extended to apply to completed operations and explosion, collapse, and underground hazards. The policy shall include endorsement CG2503 Amendment of Aggregate Limits of Insurance (per Project) or its equivalent. If the Work involves any activities within fifty (50) feet of any railroad, railroad protective insurance as may be required by the affected railroad, written for not less than the limits required by such railroad. 5.2.2.1.3

Asbestos Abatement Liability Insurance, including coverage for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos containing materials. *This requirement applies if the Work or the Project includes asbestos containing materials. The combined single limit for bodily injury and property damage will be a minimum of $1,000,000 per occurrence. *Specific requirement for claims-made form: Required period of coverage will be determined by the following formula: continuous coverage for life of the Contract, plus one (1) year (to provide coverage for the warranty period), and an extended discovery period for a minimum of five (5) years which shall begin at the end of the warranty period. Employer’s liability limits for asbestos abatement will be: $1,000,000 each accident; $1,000,000 disease each employee; and $1,000,000 disease policy limit. If this Contract is for asbestos abatement only, the All-Risk Builder’s Risk or all-risk installation floater (5.2.2.1.5.e) is not required.

5.2.2.1.4

Business Automobile Liability Insurance, covering all owned, hired, and non-owned vehicles, with a minimum combined single limit for bodily injury (including death) and property damage of $1,000,000 per occurrence. No aggregate shall be permitted for this type of

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2013 Uniform General Conditions for UT System Construction Projects coverage. Such insurance is to include coverage for loading and unloading hazards. Contractor or any subcontractor responsible for transporting asbestos or other hazardous materials defined as asbestos shall provide pollution coverage for any vehicle hauling asbestos containing cargo. The policy must include a MCS 90 endorsement with a $5,000,000 limit and the CA 9948 Pollution Endorsement, or its equivalent. 5.2.2.1.5

All-Risk Builder’s Risk Insurance, if applicable (or all-risk installation floater for instances in which the project involves solely the installation of material and/or equipment). Coverage is determined by the Contract Sum, as detailed, below.

BUILDERS RISK REQUIREMENT FOR PROJECTS WITH A CONTRACT SUM