Common use of Ethics Matters; No Financial Interest Clause in Contracts

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through this Agreement with Project Architect. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architect. If the Owner date they were issued Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the Purchase Order revision prior to Contractor submitting invoice for payment for the associated Agreement change. (SEAL) ATTEST: By: (original signature) (name and title) By: (original signature) Name: Title: Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Vice President & Chief Facilities Officer Facilities Management By: (original signature) Office of the Associate Vice President Supply Chain Management By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Facilities Management Date: Name: Xxxx Xx. Xxxxx Title: Associate Vice President Supply Chain Management Date: By signing the Agreement, or accepting the Purchase Order, to which this Rider is attached Contractor affirms, certifies, and warrants that the information set forth in this Rider is current, complete, and accurate. Contractor agrees that in the event Contractor makes a false statement by affirming, certifying, or warranting the information set forth in this Rider, MD Xxxxxxxx may, at its option, terminate the Agreement/Purchase Order to which this Rider is attached without further liability, and Contractor shall be removed from all MD Xxxxxxxx bid lists. Contractor agrees to notify MD Xxxxxxxx in writing within thirty (30) days of any changes in the affirmations, certifications, and warranties made by Contractor under this Rider. 1. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it has neither given, offered to give, and has no intention to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement/Purchase Order. 2. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that neither Contractor nor the firm, corporation, partnership or institution represented by Contractor, or anyone acting for such firm, corporation, or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et. seq. Texas Business and Commerce Code, or the federal antitrust laws, nor communicated directly or indirectly Contractor’s bid or proposal made to MD Xxxxxxxx to any competitor or any other person engaged in such line of business. By signing the Agreement, Contractor affirms, certifies, and warrants that it has not received compensation for participation in the preparation of the specifications for this Agreement or of the request for proposal on which this Agreement is based. (Reference Section 2155.004, Texas Government Code.) 3. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it is not suspended, debarred, or listed in the U.S. General Services Administration's List of Parties Excluded From Federal Procurement or Non-Procurement Programs, or excluded from award by the United States Office of the Inspector General (“OIG”) regarding Medicare, Medicaid, or other federal programs. Contractor further acknowledges that MD Xxxxxxxx is prohibited by federal regulations from allowing any employee, subcontractor or agent of Contractor to work on site at MD Anderson’s premises or facilities if that individual is not eligible to receive work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor affirms, certifies, and warrants that it shall not assign any employee, subcontractor or agent that appears on the 179D deduction allocation List of Excluded Individuals/Entities issued by the OIG to work on site at MD Anderson’s premises or facilities. Contractor affirms, certifies, and warrants that it shall perform an OIG sanctions check quarterly on each of its employees, subcontractors and agents during the time such employees, subcontractors and agents are assigned to work on site at MD Anderson’s premises or facilities. Contractor acknowledges that MD Xxxxxxxx will require immediate removal of any employee, subcontractor or agent of Contractor assigned to work at MD Xxxxxxxx‘s premises or facilities if such employee, subcontractor or agent is found to be on the OIG's List of Excluded Individuals/Entities. The OIG's List of Excluded Individuals/Entities may be accessed through the following Internet website: xxxx://xxx.xxx.xxx/fraud/exclusions/listofexcluded.html. 4. By signing hereon Contractor certifies it qualifies status in one of the below as defined by the State of Texas. 4.1 Contractor, is a Small Business (as defined by Chapter 2155 of the Texas Government Code), and claims the following status: (100) Small Business, Non-HUB (160) Non-minority, Female, Small Business (100N) Disabled Person, Small Business (171) Asian Pacific American, Male, Small Business (141) Black American, Male, Small Business (172) Asian Pacific American, Female, Small Business (142) Black American, Female, Small Business (181) Native American, Male, Small Business (151) Hispanic American, Male, Small Business (182) Native American, Female, Small Business 4.2 Contractor, is not a Small Business as defined above and claims the following status: (900N) Disabled Person (971) Asian Pacific American, Male (941) Black American, Male (972) Asian Pacific American, Female (942) Black American, Female (981) Native American, Male (951) Hispanic American, Male (982) Native American, Female (952) Hispanic American, Female (900) None of the above 4.3 Contractor is to indicate below if they are /are not certified by the Texas Procurement and Support Services Division of the Texas Comptroller’s Office as a “Designer” for Historically Underutilized Business. YES, Contractor is certified by the purposes of Section 179D Texas Procurement and Support Services Division of the Code or that Project Architect could otherwise profit financially from Texas Comptroller’s Office. NO, Contractor is not certified by the monetization Texas Procurement and Support Services Division of the benefit (separately Texas Comptroller’s Office. 4.4 Contractor is: 5. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and collectivelywarrants that it will comply with all specifications, the “Rebate”)requirements, Project Architect hereby agrees to allocate terms, and conditions set forth in this Agreement/Purchase Order and on any rider or attachments to the Owner Agreement/Purchase Order. Contractor affirms, certifies, and warrants that the products or services Contractor provides under this Agreement/Purchase Order will meet or exceed the specifications set forth in this Agreement/Purchase Order. 6. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all statements and information prepared and submitted under this Agreement/Purchase Order (including all information submitted by Contractor in response to or to verify the affirmations, certifications, and warranties set forth in this Rider) are current, complete, and accurate. 7. If Contractor is a portion franchise, then (a) Contractor affirms, certifies, and warrants that it shall maintain such franchise in full force and effect at all times during the existence of the Rebate this Agreement/Purchase Order, and (b) Contractor shall provide MD Xxxxxxxx with all data that MD Xxxxxxxx, in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, deems necessary to identify Contractor’s franchise, the Owner shall determine whether date on which Contractor’s franchise will expire, and to receive its portion certify that Contractor’s franchise remains in good standing at all times during the existence of the Rebate Agreement/Purchase Order. 8. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that (1) no relationship (whether by blood, marriage, business association, capital funding agreement or by any other kinship or connection) exists between Contractor and an employee of MD Xxxxxxxx, and (2) Contractor has not been an employee of MD Xxxxxxxx within the twelve (12) month period immediately prior to the date of this Agreement/Purchase Order, or (3) in cashthe event such a relationship does exist, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf full written disclosure of the Ownerrelationship has been made by Contractor to MD Xxxxxxxx prior the execution of this Agreement, or acceptance of Purchase Order. Certification Contractor understands that all such disclosures will be subject to administrative review, and approval by MD Xxxxxxxx prior to MD Anderson’s execution of eligibility this Agreement/Purchase Order. 9. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and negotiation warrants that: (1) Contractor is not a party to any agreement with MD Xxxxxxxx whereby it has licensed from MD Xxxxxxxx any technology, invention, or other intellectual property that relates to or is used with any goods or services being acquired by MD Xxxxxxxx hereunder; and (2) as a result of the Rebates should be facilitated sale to MD Xxxxxxxx of the goods or services hereunder, Contractor will not owe, directly or indirectly, any royalties, fees, or other consideration of any kind to MD Xxxxxxxx or any employee of MD Xxxxxxxx under the terms of any license agreement with MD Xxxxxxxx. Contractor will advise MD Xxxxxxxx in writing of any change in status with respect to the foregoing items (1)-(2), by sending written notice within ten (10) days of such status change to: Legal Services, Unit 537, The University of Texas MD Xxxxxxxx Cancer Center, X.X. Xxx 000000, Xxxxxxx XX 00000-0000, ATTENTION: Chief Legal Officer. 10. OSHA COMPLIANCE By signing the Owner’s 179D ConsultantAgreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all goods and services furnished under this Agreement/Purchase Order will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect as of the date on which the goods or services are furnished.

Ethics Matters; No Financial Interest. Contractor PSP and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html]xxxx://xxx.xxxxxx.xxx/policies/hoppm/04.A.04.html, University’s State of Texas Standards of Conduct Guide and Conflict of Interest Provisions available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/]xxxx://xxx.xxxxxx.xxx/administration/oic/cts/cw100e/CEGOnline.pdf, and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. Neither Contractor PSP 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 State of Texas Standards of Conduct Guideand Conflict of Interest Provisions, or applicable state ethics laws or rules. Contractor PSP represents and warrants that no member of the Board of Regents of The University of Texas System has a direct or indirect financial interest in the transaction that is the subject of this Agreement. 179 D Benefit Allocation: . Owner may decide to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through this Agreement with Project ArchitectPSP. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect PSP is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect PSP could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect PSP hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project ArchitectPSP. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect PSP fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect PSP agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 The documents below are attached to and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of Drawings, Specifications Addenda, details and other documents developed by the Project Engineer that describe the Project with the date they were issued. Exhibit D Benefit Allocation: – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds BY SIGNING BELOW, Contractor has executed and bound itself to this Agreement upon the execution of the Agreement by both parties. No modification, alteration or waiver of this Agreement or any of its provisions shall be effective unless in writing and signed by both parties. Substantive changes in the terms and conditions under which the Contractor must perform the Work to be completed under this Agreement shall become effective only upon the execution of a written Amendment to this Agreement. Changes in the Work, the Contract Sum, or the Contract Time shall become effective upon the execution of a Change Order, signed by duly authorized representatives of the parties, except as otherwise provided in the UTUGCs. Contractor shall be authorized to proceed with the change as of the Notice to Proceed date set forth in the Change Order. Subsequent to the issuance of a Change Order, Owner may decide will issue a revised Purchase Order to seek Contractor. Contractor must receive the allocation revised Purchase Order prior to requesting compensation for Work to be completed under the Change Order in its Application for Payment. Only duly authorized representatives of certain tax benefits Owner’s Division of Supply Chain Management are authorized to execute amendments to this Agreement and issue Purchase Orders to bind Owner for any payment to be made to Contractor pursuant to Section 179D the terms of the Internal Revenue Code this Agreement. (SEAL) ATTEST: [Contractor’s Name] By: (original signature) By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of 1986, as amended, Vice President Operations & Facilities Management By: (the “Code”original signature) through this By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Date: Name: Title: Date: UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS CSP Agreement with Project Architect10/24/2014 (OFPC) MDA ver 2014 10 22 ses Article 1. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 The documents below are attached to and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of Drawings, Specifications Addenda, details and other documents developed by the Project Engineer that describe the Project with the date they were issued. Exhibit D Benefit Allocation: Owner may decide – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds Changes in the terms and conditions under which the Contractor must perform the Work to seek be completed under this Agreement shall become effective only upon the allocation execution of certain tax benefits a written Amendment to this Agreement. Changes in the Work, the Contract Sum, or the Contract Time shall become effective upon the execution of a Change Order, signed by duly authorized representatives of the parties. Contractor shall be authorized to proceed with the change as of the Notice to Proceed date set forth in the Change Order. Subsequent to the issuance of a Change Order, MD Xxxxxxxx will issue a revised Purchase Order to Contractor. Contractor must receive the revised Purchase Order prior to requesting compensation for Work to be completed under the Change Order in its Application for Payment. Only duly authorized representatives of MD Anderson’s Supply Chain Management department are authorized to execute amendments to this Agreement and issue Purchase Orders to bind MD Xxxxxxxx for any payment to be made to Contractor pursuant to Section 179D the terms of this Agreement. Having agreed to the foregoing terms, and with the intention of being bound, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Internal Revenue Code of 1986, as amended, (the “Code”) through this Agreement with Project Architect. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D ConsultantEffective Date.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation and fully incorporated into this Agreement as substantive parts of certain tax benefits pursuant to Section 179D this Agreement. Exhibit A – 2013 Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Internal Revenue Code Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of 1986Drawings, as amendedSpecifications Addenda, (the “Code”) through this Agreement with Project Architect. If the Owner details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect is eligible that describe the Project with the date they were issued. Exhibit D – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds BY SIGNING BELOW, Contractor has executed and bound itself to this Agreement upon the execution of the Agreement by both parties. No modification, alteration or waiver of this Agreement or any of its provisions shall be effective unless in writing and signed by both parties. Substantive changes in the terms and conditions under which the Contractor must perform the Work to be completed under this Agreement shall become effective only upon the execution of a written Amendment to this Agreement. Changes in the Work, the Contract Sum, or the Contract Time shall become effective upon the execution of a Change Order, signed by duly authorized representatives of the parties, except as otherwise provided in the UTUGCs. Contractor shall be authorized to proceed with the change as of the Notice to Proceed date set forth in the Change Order. Subsequent to the issuance of a Change Order, Owner will issue a revised Purchase Order to Contractor. Contractor must receive the 179D deduction allocation as a “Designer” revised Purchase Order prior to requesting compensation for Work to be completed under the purposes Change Order in its Application for Payment. Only duly authorized representatives of Section 179D Owner’s Division of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately Supply Chain Management are authorized to execute amendments to this Agreement and collectively, the “Rebate”), Project Architect hereby agrees issue Purchase Orders to allocate bind Owner for any payment to be made to Contractor pursuant to the Owner a portion terms of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultantthis Agreement.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation and fully incorporated into this Agreement as substantive parts of certain tax benefits pursuant to Section 179D this Agreement. Exhibit A – 2013 Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Internal Revenue Code Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of 1986Drawings, as amendedSpecifications Addenda, (the “Code”) through this Agreement with Project Architect. If the Owner details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect is eligible that describe the Project with the date they were issued. Exhibit D – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds BY SIGNING BELOW, Contractor has executed and bound itself to this Agreement upon the execution of the Agreement by both parties. No modification, alteration or waiver of this Agreement or any of its provisions shall be effective unless in writing and signed by both parties. Substantive changes in the terms and conditions under which the Contractor must perform the Work to be completed under this Agreement shall become effective only upon the execution of a written Amendment to this Agreement. Changes in the Work, the Contract Sum, or the Contract Time shall become effective upon the execution of a Change Order, signed by duly authorized representatives of the parties, except as otherwise provided in the UTUGCs. Contractor shall be authorized to proceed with the change as of the Notice to Proceed date set forth in the Change Order. Subsequent to the issuance of a Change Order, Owner will issue a revised Purchase Order to Contractor. Contractor must receive the 179D deduction allocation as a “Designer” revised Purchase Order prior to requesting compensation for Work to be completed under the purposes Change Order in its Application for Payment. Only duly authorized representatives of Section 179D Owner’s Division of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately Supply Chain Management are authorized to execute amendments to this Agreement and collectively, the “Rebate”), Project Architect hereby agrees issue Purchase Orders to allocate bind Owner for any payment to be made to Contractor pursuant to the Owner a portion terms of the Rebate in an amount to be determined this Agreement. (SEAL) ATTEST: By: (original signature) (name and contracted for on mutually agreeable terms when the value title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of the Rebate becomes ascertainable, net of associated costs realized by the Owner Vice President Operations & Facilities Management By: (original signature) By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Project ArchitectChief Facilities Officer Date: Name: Title: Date: MD Xxxxxxxx Agreement No. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both__________ UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS Article 1. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 The documents below are attached to and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit C – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit D Benefit Allocation: Owner may decide – Contractor’s Approved HUB Plan Exhibit E – Rider 105; Vendor Affirmation Exhibit F – Rider 106; Premises Rules Exhibit G – Rider 107; Travel Policy Exhibit H – Rider 116; Invoice Payment Requirements Exhibit I – Rider 117; Compliance with Institutional Policies Exhibit J – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to seek the allocation of certain tax benefits pursuant to Section 179D this Agreement as of the Internal Revenue Code day and year first above written. The Agreement shall become effective only upon the execution of 1986the Agreement by both parties. Change orders, as amendedadditional services, (amendments, modifications, deletions or other changes to the “Code”) through this Agreement with Project ArchitectAgreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. If Subsequent to the issuance of a signed Notice to Proceed, Owner and will issue a Purchase Order Revision reflecting the Internal Revenue Service (IRS) determine that changes in scope, additional services, amendments, modifications, deletions or other changes to the Project Architect is eligible to Agreement. Contractor must receive the 179D deduction allocation as a “Designer” Purchase Order revision prior to Contractor submitting invoice for payment for the purposes associated Agreement change. (SEAL) ATTEST: [Contractor’s Name] By: (original signature) By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit Vice President Operations & Facilities Management By: (separately original signature) By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project ArchitectChief Facilities Officer Date: Name: Title: Date: 2013 UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS Article 1. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architect. If the Owner date they were issued Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the Purchase Order revision prior to Contractor submitting invoice for payment for the associated Agreement change. (SEAL) [Contractor’s Name] ATTEST: By: By: (original signature) (original signature) Name: (name and title) Title: Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Vice President & Chief Facilities Officer Facilities Management By: (original signature) Office of the Associate Vice President Supply Chain Management By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Facilities Management Date: Name: Xxxx St. Amant Title: Associate Vice President Supply Chain Management Date: The Specifications and Drawings are enumerated as follows: SPECIFICATIONS: See Project Manual: “BSRB Replace Door at NW Entrance”, MD Xxxxxxxx Project: 13-0658, issued for Bid and Construction, dated November 30, 2015 available for purchase at ARC, 0000 Xxxxx Xxxxxx, Houston, Texas 77006. Telephone: 000-000-0000. E-mail: xxxx.xxxxxx@x-xxx.xxx. DRAWINGS: See Drawings: “BSRB Replace Door at NW Entrance”, FM Project: 13-0658, Facilities Planning Design & Construction, issued for Bid and Construction, dated November 30, 2015 available for purchase at ARC, 0000 Xxxxx Xxxxxx, Houston, Texas 77006. Telephone: 000-000-0000. E-mail: xxxx.xxxxxx@x-xxx.xxx. By signing the Agreement, or accepting the Purchase Order, to which this Rider is attached Contractor affirms, certifies, and warrants that the information set forth in this Rider is current, complete, and accurate. Contractor agrees that in the event Contractor makes a false statement by affirming, certifying, or warranting the information set forth in this Rider, MD Xxxxxxxx may, at its option, terminate the Agreement/Purchase Order to which this Rider is attached without further liability, and Contractor shall be removed from all MD Xxxxxxxx bid lists. Contractor agrees to notify MD Xxxxxxxx in writing within thirty (30) days of any changes in the affirmations, certifications, and warranties made by Contractor under this Rider. 1. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it has neither given, offered to give, and has no intention to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement/Purchase Order. 2. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that neither Contractor nor the firm, corporation, partnership or institution represented by Contractor, or anyone acting for such firm, corporation, or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et. seq. Texas Business and Commerce Code, or the federal antitrust laws, nor communicated directly or indirectly Contractor’s bid or proposal made to MD Xxxxxxxx to any competitor or any other person engaged in such line of business. By signing the Agreement, Contractor affirms, certifies, and warrants that it has not received compensation for participation in the preparation of the specifications for this Agreement or of the request for proposal on which this Agreement is based. (Reference Section 2155.004, Texas Government Code.) 3. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it is not suspended, debarred, or listed in the U.S. General Services Administration's List of Parties Excluded From Federal Procurement or Non-Procurement Programs, or excluded from award by the United States Office of the Inspector General (“OIG”) regarding Medicare, Medicaid, or other federal programs. Contractor further acknowledges that MD Xxxxxxxx is prohibited by federal regulations from allowing any employee, subcontractor or agent of Contractor to work on site at MD Anderson’s premises or facilities if that individual is not eligible to receive work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor affirms, certifies, and warrants that it shall not assign any employee, subcontractor or agent that appears on the 179D deduction allocation List of Excluded Individuals/Entities issued by the OIG to work on site at MD Anderson’s premises or facilities. Contractor affirms, certifies, and warrants that it shall perform an OIG sanctions check quarterly on each of its employees, subcontractors and agents during the time such employees, subcontractors and agents are assigned to work on site at MD Anderson’s premises or facilities. Contractor acknowledges that MD Xxxxxxxx will require immediate removal of any employee, subcontractor or agent of Contractor assigned to work at MD Xxxxxxxx‘s premises or facilities if such employee, subcontractor or agent is found to be on the OIG's List of Excluded Individuals/Entities. The OIG's List of Excluded Individuals/Entities may be accessed through the following Internet website: xxxx://xxx.xxx.xxx/fraud/exclusions/listofexcluded.html. 4. By signing hereon Contractor certifies it qualifies status in one of the below as defined by the State of Texas. 4.1 Contractor, is a Small Business (as defined by Chapter 2155 of the Texas Government Code), and claims the following status: 4.2 Contractor, is not a Small Business as defined above and claims the following status: 4.3 Contractor is to indicate below if they are /are not certified by the Texas Procurement and Support Services Division of the Texas Comptroller’s Office as a “Designer” for Historically Underutilized Business. YES, Contractor is certified by the purposes of Section 179D Texas Procurement and Support Services Division of the Code or that Project Architect could otherwise profit financially from Texas Comptroller’s Office. NO, Contractor is not certified by the monetization Texas Procurement and Support Services Division of the benefit (separately Texas Comptroller’s Office. 4.4 Contractor is: 5. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and collectivelywarrants that it will comply with all specifications, the “Rebate”)requirements, Project Architect hereby agrees to allocate terms, and conditions set forth in this Agreement/Purchase Order and on any rider or attachments to the Owner Agreement/Purchase Order. Contractor affirms, certifies, and warrants that the products or services Contractor provides under this Agreement/Purchase Order will meet or exceed the specifications set forth in this Agreement/Purchase Order. 6. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all statements and information prepared and submitted under this Agreement/Purchase Order (including all information submitted by Contractor in response to or to verify the affirmations, certifications, and warranties set forth in this Rider) are current, complete, and accurate. 7. If Contractor is a portion franchise, then (a) Contractor affirms, certifies, and warrants that it shall maintain such franchise in full force and effect at all times during the existence of the Rebate this Agreement/Purchase Order, and (b) Contractor shall provide MD Xxxxxxxx with all data that MD Anderson, in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, deems necessary to identify Contractor’s franchise, the Owner shall determine whether date on which Contractor’s franchise will expire, and to receive its portion certify that Contractor’s franchise remains in good standing at all times during the existence of the Rebate Agreement/Purchase Order. 8. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that (1) no relationship (whether by blood, marriage, business association, capital funding agreement or by any other kinship or connection) exists between Contractor and an employee of MD Xxxxxxxx, and (2) Contractor has not been an employee of MD Xxxxxxxx within the twelve (12) month period immediately prior to the date of this Agreement/Purchase Order, or (3) in cashthe event such a relationship does exist, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf full written disclosure of the Ownerrelationship has been made by Contractor to MD Xxxxxxxx prior the execution of this Agreement, or acceptance of Purchase Order. Certification Contractor understands that all such disclosures will be subject to administrative review, and approval by MD Xxxxxxxx prior to MD Anderson’s execution of eligibility this Agreement/Purchase Order. 9. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and negotiation warrants that: (1) Contractor is not a party to any agreement with MD Xxxxxxxx whereby it has licensed from MD Xxxxxxxx any technology, invention, or other intellectual property that relates to or is used with any goods or services being acquired by MD Xxxxxxxx hereunder; and (2) as a result of the Rebates should be facilitated sale to MD Xxxxxxxx of the goods or services hereunder, Contractor will not owe, directly or indirectly, any royalties, fees, or other consideration of any kind to MD Xxxxxxxx or any employee of MD Xxxxxxxx under the terms of any license agreement with MD Xxxxxxxx. Contractor will advise MD Xxxxxxxx in writing of any change in status with respect to the foregoing items (1)-(2), by sending written notice within ten (10) days of such status change to: Legal Services, Unit 537, The University of Texas MD Xxxxxxxx Cancer Center, X.X. Xxx 000000, Xxxxxxx XX 00000-0000, ATTENTION: Chief Legal Officer. 10. OSHA COMPLIANCE By signing the Owner’s 179D ConsultantAgreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all goods and services furnished under this Agreement/Purchase Order will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect as of the date on which the goods or services are furnished.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 The documents below are attached to and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of Drawings, Specifications Addenda, details and other documents developed by the Project Engineer that describe the Project with the date they were issued. Exhibit D Benefit Allocation: – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds BY SIGNING BELOW, Contractor has executed and bound itself to this Agreement upon the execution of the Agreement by both parties. No modification, alteration or waiver of this Agreement or any of its provisions shall be effective unless in writing and signed by both parties. Substantive changes in the terms and conditions under which the Contractor must perform the Work to be completed under this Agreement shall become effective only upon the execution of a written Amendment to this Agreement. Changes in the Work, the Contract Sum, or the Contract Time shall become effective upon the execution of a Change Order, signed by duly authorized representatives of the parties, except as otherwise provided in the UTUGCs. Contractor shall be authorized to proceed with the change as of the Notice to Proceed date set forth in the Change Order. Subsequent to the issuance of a Change Order, Owner may decide will issue a revised Purchase Order to seek Contractor. Contractor must receive the allocation revised Purchase Order prior to requesting compensation for Work to be completed under the Change Order in its Application for Payment. Only duly authorized representatives of certain tax benefits Owner’s Division of Supply Chain Management are authorized to execute amendments to this Agreement and issue Purchase Orders to bind Owner for any payment to be made to Contractor pursuant to Section 179D the terms of the Internal Revenue Code this Agreement. (SEAL) ATTEST: [Contractor’s Name] By: (original signature) By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of 1986, as amended, Vice President Operations & Facilities Management By: (the “Code”original signature) through this Xxxxxxx Xxxxxxx Associate Vice President and Controller By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Date: Name: Title: Date: MD Xxxxxxxx Agreement with Project ArchitectNo. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect__________ UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS Article 1. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architect. If the Owner date they were issued Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect is eligible that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the 179D deduction allocation as a “Designer” Purchase Order revision prior to Contractor submitting invoice for payment for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D ConsultantAgreement change.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through this Agreement with Project ArchitectEngineer. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect Engineer is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect Engineer could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect Engineer hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project ArchitectEngineer. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect Engineer fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect Engineer agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architectthe date they were issued. If the Owner Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the Purchase Order revision prior to Contractor submitting invoice for payment for the associated Agreement change. (SEAL) [Contractor’s Name] ATTEST: By: By: (original signature) (original signature) (name and title) Date: (name and title) CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of the VP & Chief Facilities Officer Operations and Facilities Management By: (original signature) Office of the Associate Vice President Supply Chain Management By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Date: Name: Xxxx St. Amant Title: Associate Vice President Date: The Specifications and Drawings are enumerated as follows: SPECIFICATIONS: See Project Manual: “12-0650 The Xxxx Clinic PSD Renovations”, MD Xxxxxxxx Project: 12-0650, 100% Construction Documentation, dated June 5, 2015, including Addendum #1 dated January 27, 2016, available for purchase at: B&E Reprographics, Inc., 0000 Xxxxxx Xxxx Xxxx, Xxxxx X, Xxxxxxx, Xxxxx 00000. Telephone: (000) 000 0000. E-mail: xxxxx@xxxxx.xxx DRAWINGS: See Drawings: “MD Xxxxxxxx Cancer Center, 12-0650 Periop Sterile Processing Area – XXXX0, Xxxx Xxxxxx Bldg ACB, Level P1, 0000 Xxxxxxxx Xxxx., Houston, Texas 77030”, FM 12-0650, 100% Construction Documents, dated August 12, 2015 available for purchase at: B&E Reprographics, Inc., 0000 Xxxxxx Xxxx Xxxx, Xxxxx X, Xxxxxxx, Xxxxx 00000. Telephone: (000) 000 0000. E-mail: xxxxx@xxxxx.xxx By signing the Agreement, or accepting the Purchase Order, to which this Rider is attached Contractor affirms, certifies, and warrants that the information set forth in this Rider is current, complete, and accurate. Contractor agrees that in the event Contractor makes a false statement by affirming, certifying, or warranting the information set forth in this Rider, MD Xxxxxxxx may, at its option, terminate the Agreement/Purchase Order to which this Rider is attached without further liability, and Contractor shall be removed from all MD Xxxxxxxx bid lists. Contractor agrees to notify MD Xxxxxxxx in writing within thirty (30) days of any changes in the affirmations, certifications, and warranties made by Contractor under this Rider. 1. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it has neither given, offered to give, and has no intention to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement/Purchase Order. 2. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that neither Contractor nor the firm, corporation, partnership or institution represented by Contractor, or anyone acting for such firm, corporation, or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et. seq. Texas Business and Commerce Code, or the federal antitrust laws, nor communicated directly or indirectly Contractor’s bid or proposal made to MD Xxxxxxxx to any competitor or any other person engaged in such line of business. By signing the Agreement, Contractor affirms, certifies, and warrants that it has not received compensation for participation in the preparation of the specifications for this Agreement or of the request for proposal on which this Agreement is based. (Reference Section 2155.004, Texas Government Code.) 3. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it is not suspended, debarred, or listed in the U.S. General Services Administration's List of Parties Excluded From Federal Procurement or Non-Procurement Programs, or excluded from award by the United States Office of the Inspector General (“OIG”) regarding Medicare, Medicaid, or other federal programs. Contractor further acknowledges that MD Xxxxxxxx is prohibited by federal regulations from allowing any employee, subcontractor or agent of Contractor to work on site at MD Anderson’s premises or facilities if that individual is not eligible to receive work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor affirms, certifies, and warrants that it shall not assign any employee, subcontractor or agent that appears on the 179D deduction allocation List of Excluded Individuals/Entities issued by the OIG to work on site at MD Anderson’s premises or facilities. Contractor affirms, certifies, and warrants that it shall perform an OIG sanctions check quarterly on each of its employees, subcontractors and agents during the time such employees, subcontractors and agents are assigned to work on site at MD Anderson’s premises or facilities. Contractor acknowledges that MD Xxxxxxxx will require immediate removal of any employee, subcontractor or agent of Contractor assigned to work at MD Xxxxxxxx‘s premises or facilities if such employee, subcontractor or agent is found to be on the OIG's List of Excluded Individuals/Entities. The OIG's List of Excluded Individuals/Entities may be accessed through the following Internet website: xxxx://xxx.xxx.xxx/fraud/exclusions/listofexcluded.html. 4. By signing hereon Contractor certifies it qualifies status in one of the below as defined by the State of Texas. 4.1 Contractor, is a Small Business (as defined by Chapter 2155 of the Texas Government Code), and claims the following status: 4.2 Contractor, is not a Small Business as defined above and claims the following status: 4.3 Contractor is to indicate below if they are /are not certified by the Texas Procurement and Support Services Division of the Texas Comptroller’s Office as a “Designer” for Historically Underutilized Business. YES, Contractor is certified by the purposes of Section 179D Texas Procurement and Support Services Division of the Code or that Project Architect could otherwise profit financially from Texas Comptroller’s Office. NO, Contractor is not certified by the monetization Texas Procurement and Support Services Division of the benefit (separately Texas Comptroller’s Office. 4.4 Contractor is: 5. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and collectivelywarrants that it will comply with all specifications, the “Rebate”)requirements, Project Architect hereby agrees to allocate terms, and conditions set forth in this Agreement/Purchase Order and on any rider or attachments to the Owner Agreement/Purchase Order. Contractor affirms, certifies, and warrants that the products or services Contractor provides under this Agreement/Purchase Order will meet or exceed the specifications set forth in this Agreement/Purchase Order. 6. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all statements and information prepared and submitted under this Agreement/Purchase Order (including all information submitted by Contractor in response to or to verify the affirmations, certifications, and warranties set forth in this Rider) are current, complete, and accurate. 7. If Contractor is a portion franchise, then (a) Contractor affirms, certifies, and warrants that it shall maintain such franchise in full force and effect at all times during the existence of the Rebate this Agreement/Purchase Order, and (b) Contractor shall provide MD Xxxxxxxx with all data that MD Anderson, in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, deems necessary to identify Contractor’s franchise, the Owner shall determine whether date on which Contractor’s franchise will expire, and to receive its portion certify that Contractor’s franchise remains in good standing at all times during the existence of the Rebate Agreement/Purchase Order. 8. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that (1) no relationship (whether by blood, marriage, business association, capital funding agreement or by any other kinship or connection) exists between Contractor and an employee of MD Xxxxxxxx, and (2) Contractor has not been an employee of MD Xxxxxxxx within the twelve (12) month period immediately prior to the date of this Agreement/Purchase Order, or (3) in cashthe event such a relationship does exist, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf full written disclosure of the Ownerrelationship has been made by Contractor to MD Xxxxxxxx prior the execution of this Agreement, or acceptance of Purchase Order. Certification Contractor understands that all such disclosures will be subject to administrative review, and approval by MD Xxxxxxxx prior to MD Anderson’s execution of eligibility this Agreement/Purchase Order. 9. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and negotiation warrants that: (1) Contractor is not a party to any agreement with MD Xxxxxxxx whereby it has licensed from MD Xxxxxxxx any technology, invention, or other intellectual property that relates to or is used with any goods or services being acquired by MD Xxxxxxxx hereunder; and (2) as a result of the Rebates should be facilitated sale to MD Xxxxxxxx of the goods or services hereunder, Contractor will not owe, directly or indirectly, any royalties, fees, or other consideration of any kind to MD Xxxxxxxx or any employee of MD Xxxxxxxx under the terms of any license agreement with MD Xxxxxxxx. Contractor will advise MD Xxxxxxxx in writing of any change in status with respect to the foregoing items (1)-(2), by sending written notice within ten (10) days of such status change to: Legal Services, Unit 537, The University of Texas MD Xxxxxxxx Cancer Center, X.X. Xxx 000000, Xxxxxxx XX 00000-0000, ATTENTION: Chief Legal Officer. 10. OSHA COMPLIANCE By signing the Owner’s 179D ConsultantAgreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all goods and services furnished under this Agreement/Purchase Order will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect as of the date on which the goods or services are furnished.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architect. If the Owner date they were issued Exhibit C – List of Drawings, Specifications, Addenda details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the Purchase Order revision prior to Contractor submitting invoice for payment for the associated Agreement change. (SEAL) ATTEST: (Contractor) By: (original signature) By: (original signature) Name: Title: Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Vice President & Chief Facilities Officer Operations & Facilities Management By: (original signature) Office of the President By: Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Operations and Facilities Management Date: Name: Xxxxxx X. XxXxxxx, M.D. Title: President Date: By signing the Agreement, or accepting the Purchase Order, to which this Rider is attached Contractor affirms, certifies, and warrants that the information set forth in this Rider is current, complete, and accurate. Contractor agrees that in the event Contractor makes a false statement by affirming, certifying, or warranting the information set forth in this Rider, MD Xxxxxxxx may, at its option, terminate the Agreement/Purchase Order to which this Rider is attached without further liability, and Contractor shall be removed from all MD Xxxxxxxx bid lists. Contractor agrees to notify MD Xxxxxxxx in writing within thirty (30) days of any changes in the affirmations, certifications, and warranties made by Contractor under this Rider. 1. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it has neither given, offered to give, and has no intention to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement/Purchase Order. 2. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that neither Contractor nor the firm, corporation, partnership or institution represented by Contractor, or anyone acting for such firm, corporation, or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et. seq. Texas Business and Commerce Code, or the federal antitrust laws, nor communicated directly or indirectly Contractor’s bid or proposal made to MD Xxxxxxxx to any competitor or any other person engaged in such line of business. By signing the Agreement, Contractor affirms, certifies, and warrants that it has not received compensation for participation in the preparation of the specifications for this Agreement or of the request for proposal on which this Agreement is based. (Reference Section 2155.004, Texas Government Code.) 3. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it is not suspended, debarred, or listed in the U.S. General Services Administration's List of Parties Excluded From Federal Procurement or Non-Procurement Programs, or excluded from award by the United States Office of the Inspector General (“OIG”) regarding Medicare, Medicaid, or other federal programs. Contractor further acknowledges that MD Xxxxxxxx is prohibited by federal regulations from allowing any employee, subcontractor or agent of Contractor to work on site at MD Anderson’s premises or facilities if that individual is not eligible to receive work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor affirms, certifies, and warrants that it shall not assign any employee, subcontractor or agent that appears on the 179D deduction allocation as a “Designer” for List of Excluded Individuals/Entities issued by the purposes OIG to work on site at MD Anderson’s premises or facilities. Contractor affirms, certifies, and warrants that it shall perform an OIG sanctions check quarterly on each of Section 179D its employees, subcontractors and agents during the time such employees, subcontractors and agents are assigned to work on site at MD Anderson’s premises or facilities. Contractor acknowledges that MD Xxxxxxxx will require immediate removal of any employee, subcontractor or agent of Contractor assigned to work at MD Xxxxxxxx‘s premises or facilities if such employee, subcontractor or agent is found to be on the OIG's List of Excluded Individuals/Entities. The OIG's List of Excluded Individuals/Entities may be accessed through the following Internet website: xxxx://xxx.xxx.xxx/fraud/exclusions/listofexcluded.html. 4. By signing hereon Contractor certifies it qualifies status in one of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized below as defined by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion State of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D ConsultantTexas.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement with as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Project Architect. If the Owner Manual Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect is eligible that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit E – Rider 105; Vendor Affirmation Exhibit F – Rider 106; Premises Rules Exhibit G – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit H – Contractor’s Approved HUB Plan Exhibit I – Rider 107; Travel Policy Exhibit J – Rider 116; Invoice Payment Requirements Exhibit K – Rider 117; Compliance with Institutional Policies Exhibit L – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the 179D deduction allocation as a “Designer” Purchase Order revision prior to Contractor submitting invoice for payment for the purposes associated Agreement change. (SEAL) ATTEST: [Contractor’s Name] By: (original signature) By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit Vice President Operations & Facilities Management By: (separately original signature) By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project ArchitectChief Facilities Officer Date: Name: Title: Date: UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS Article 1. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architect. If the Owner date they were issued Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the Purchase Order revision prior to Contractor submitting invoice for payment for the associated Agreement change. (SEAL) ATTEST: By: (original signature) By: (original signature) Name: Title: Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Vice President & Chief Facilities Officer Operations & Facilities Management By: (original signature) Office of the Associate Vice President Supply Chain Management By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Operations and Facilities Management Date: Name: Xxxx St. Amant Title: Associate Vice President Supply Chain Management Date: By signing the Agreement, or accepting the Purchase Order, to which this Rider is attached Contractor affirms, certifies, and warrants that the information set forth in this Rider is current, complete, and accurate. Contractor agrees that in the event Contractor makes a false statement by affirming, certifying, or warranting the information set forth in this Rider, MD Xxxxxxxx may, at its option, terminate the Agreement/Purchase Order to which this Rider is attached without further liability, and Contractor shall be removed from all MD Xxxxxxxx bid lists. Contractor agrees to notify MD Xxxxxxxx in writing within thirty (30) days of any changes in the affirmations, certifications, and warranties made by Contractor under this Rider. 1. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it has neither given, offered to give, and has no intention to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this Agreement/Purchase Order. 2. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that neither Contractor nor the firm, corporation, partnership or institution represented by Contractor, or anyone acting for such firm, corporation, or institution, has violated the antitrust laws of the State of Texas, codified in Section 15.01, et. seq. Texas Business and Commerce Code, or the federal antitrust laws, nor communicated directly or indirectly Contractor’s bid or proposal made to MD Xxxxxxxx to any competitor or any other person engaged in such line of business. By signing the Agreement, Contractor affirms, certifies, and warrants that it has not received compensation for participation in the preparation of the specifications for this Agreement or of the request for proposal on which this Agreement is based. (Reference Section 2155.004, Texas Government Code.) 3. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that it is not suspended, debarred, or listed in the U.S. General Services Administration's List of Parties Excluded From Federal Procurement or Non-Procurement Programs, or excluded from award by the United States Office of the Inspector General (“OIG”) regarding Medicare, Medicaid, or other federal programs. Contractor further acknowledges that MD Xxxxxxxx is prohibited by federal regulations from allowing any employee, subcontractor or agent of Contractor to work on site at MD Anderson’s premises or facilities if that individual is not eligible to receive work on federal healthcare programs such as Medicare, Medicaid, or other similar federal programs. Therefore, Contractor affirms, certifies, and warrants that it shall not assign any employee, subcontractor or agent that appears on the 179D deduction allocation List of Excluded Individuals/Entities issued by the OIG to work on site at MD Anderson’s premises or facilities. Contractor affirms, certifies, and warrants that it shall perform an OIG sanctions check quarterly on each of its employees, subcontractors and agents during the time such employees, subcontractors and agents are assigned to work on site at MD Anderson’s premises or facilities. Contractor acknowledges that MD Xxxxxxxx will require immediate removal of any employee, subcontractor or agent of Contractor assigned to work at MD Xxxxxxxx‘s premises or facilities if such employee, subcontractor or agent is found to be on the OIG's List of Excluded Individuals/Entities. The OIG's List of Excluded Individuals/Entities may be accessed through the following Internet website: xxxx://xxx.xxx.xxx/fraud/exclusions/listofexcluded.html. 4. By signing hereon Contractor certifies it qualifies status in one of the below as defined by the State of Texas. 4.1 Contractor, is a Small Business (as defined by Chapter 2155 of the Texas Government Code), and claims the following status: 4.2 Contractor, is not a Small Business as defined above and claims the following status: 4.3 Contractor is to indicate below if they are /are not certified by the Texas Procurement and Support Services Division of the Texas Comptroller’s Office as a “Designer” for Historically Underutilized Business. YES, Contractor is certified by the purposes of Section 179D Texas Procurement and Support Services Division of the Code or that Project Architect could otherwise profit financially from Texas Comptroller’s Office. NO, Contractor is not certified by the monetization Texas Procurement and Support Services Division of the benefit (separately Texas Comptroller’s Office. 4.4 Contractor is: 5. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and collectivelywarrants that it will comply with all specifications, the “Rebate”)requirements, Project Architect hereby agrees to allocate terms, and conditions set forth in this Agreement/Purchase Order and on any rider or attachments to the Owner Agreement/Purchase Order. Contractor affirms, certifies, and warrants that the products or services Contractor provides under this Agreement/Purchase Order will meet or exceed the specifications set forth in this Agreement/Purchase Order. 6. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all statements and information prepared and submitted under this Agreement/Purchase Order (including all information submitted by Contractor in response to or to verify the affirmations, certifications, and warranties set forth in this Rider) are current, complete, and accurate. 7. If Contractor is a portion franchise, then (a) Contractor affirms, certifies, and warrants that it shall maintain such franchise in full force and effect at all times during the existence of the Rebate this Agreement/Purchase Order, and (b) Contractor shall provide MD Xxxxxxxx with all data that MD Anderson, in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, deems necessary to identify Contractor’s franchise, the Owner shall determine whether date on which Contractor’s franchise will expire, and to receive its portion certify that Contractor’s franchise remains in good standing at all times during the existence of the Rebate Agreement/Purchase Order. 8. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that (1) no relationship (whether by blood, marriage, business association, capital funding agreement or by any other kinship or connection) exists between Contractor and an employee of MD Xxxxxxxx, and (2) Contractor has not been an employee of MD Xxxxxxxx within the twelve (12) month period immediately prior to the date of this Agreement/Purchase Order, or (3) in cashthe event such a relationship does exist, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf full written disclosure of the Ownerrelationship has been made by Contractor to MD Xxxxxxxx prior the execution of this Agreement, or acceptance of Purchase Order. Certification Contractor understands that all such disclosures will be subject to administrative review, and approval by MD Xxxxxxxx prior to MD Anderson’s execution of eligibility this Agreement/Purchase Order. 9. By signing the Agreement, or accepting the Purchase Order, Contractor affirms, certifies, and negotiation warrants that: (1) Contractor is not a party to any agreement with MD Xxxxxxxx whereby it has licensed from MD Xxxxxxxx any technology, invention, or other intellectual property that relates to or is used with any goods or services being acquired by MD Xxxxxxxx hereunder; and (2) as a result of the Rebates should be facilitated sale to MD Xxxxxxxx of the goods or services hereunder, Contractor will not owe, directly or indirectly, any royalties, fees, or other consideration of any kind to MD Xxxxxxxx or any employee of MD Xxxxxxxx under the terms of any license agreement with MD Xxxxxxxx. Contractor will advise MD Xxxxxxxx in writing of any change in status with respect to the foregoing items (1)-(2), by sending written notice within ten (10) days of such status change to: Legal Services, Unit 537, The University of Texas MD Xxxxxxxx Cancer Center, X.X. Xxx 000000, Xxxxxxx XX 00000-0000, ATTENTION: Chief Legal Officer. 10. OSHA COMPLIANCE By signing the Owner’s 179D ConsultantAgreement, or accepting the Purchase Order, Contractor affirms, certifies, and warrants that all goods and services furnished under this Agreement/Purchase Order will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and its regulations in effect as of the date on which the goods or services are furnished.

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the allocation University of certain tax benefits pursuant to Section 179D Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Internal Revenue Code Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of 1986Drawings, as amendedSpecifications, (the “Code”) through this Agreement with Project Architect. If the Owner Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect is eligible that describe the Project with the date they were issued. Exhibit D – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Vendor Affirmation Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Compliance with Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change orders, additional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the 179D deduction allocation as a “Designer” Purchase Order Revision prior to Contractor submitting an Application for Payment that includes any payment for the purposes associated change. (SEAL) ATTEST: [Contractor’s Name] By: (original signature) By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit Vice President Operations & Facilities Management By: (separately original signature) By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project ArchitectChief Facilities Officer Date: Name: Title: Date: UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS Article 1. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: Owner may decide The documents below are attached to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for the University of Texas System Building Construction Contracts Exhibit B – Owner’s Special Conditions and Specifications with Project Architect. If the Owner date they were issued Exhibit C – List of Drawings, Specifications Addenda, details and the Internal Revenue Service (IRS) determine that other documents developed by the Project Architect is eligible that describe the Project with the date they were issued. Exhibit D – Respondent’s Pricing and Delivery Proposal Exhibit E – Execution of Offer Exhibit F – Rider 105; Vendor Affirmation Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit I – Contractor’s Approved HUB Plan Exhibit J – Rider 107; Travel Policy Exhibit K – Rider 116; Invoice Payment Requirements Exhibit L – Rider 117; Compliance with Institutional Policies Exhibit M – Forms for Performance and Payment Bonds BY SIGNING BELOW, the Contractor has executed and bound itself to this Agreement as of the day and year first above written. The Agreement shall become effective only upon the execution of the Agreement by both parties. Change Orders, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective upon the issuance of a signed Notice to Proceed by Owner to the Contractor. Subsequent to the issuance of a signed Notice to Proceed, Owner will issue a Purchase Order Revision reflecting the changes in scope, additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the 179D deduction allocation as a “Designer” Purchase Order revision prior to Contractor submitting invoice for payment for the purposes associated Agreement change. (SEAL) ATTEST: [Contractor’s Name] By: (original signature) By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of Section 179D Vice President Operations & Facilities Management By: (original signature) By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Date: Name: Title: Date: UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS Surety Bond No. STATE OF TEXAS § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF § That we, , as Principal, and ($ ) for payment whereof the said Principal and Surety bind themselves, their heirs, executors, administrators, and successors, jointly and severally, firmly by these presents. The conditions of this obligation are such that whereas the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately Principal entered into a certain contract, hereto attached, and collectivelymade a part hereof, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain State of Texas, acting by and monetize any such Rebates derived from through the Project(s) Board of Regents of The University of Texas System for and on behalf of the Owner, , dated , , for (Project No. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant).

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 The documents below are attached to and fully incorporated into this Agreement as substantive parts of this Agreement. Exhibit A – 2013 Uniform General Conditions for University of Texas System Building Construction Contracts Exhibit B – Owner’s Division 00 (Conditions of the Contract) and Division 01 (General Requirements) Specifications Exhibit C – List of Drawings, Specifications Addenda, details and other documents developed by the Project Engineer that describe the Project with the date they were issued. Exhibit D Benefit Allocation: – Rider 104-C Policy on Utilization Historically Underutilized Businesses Exhibit E – Contractor’s Approved HUB Subcontracting Plan Exhibit F – Rider 105; Contractor’s Affirmations and Warranties Exhibit G – Rider 106; Premises Rules Exhibit H – Rider 107; Travel Policy Exhibit I – Rider 116; Invoice Payment Requirements Exhibit J – Rider 117; Institutional Policies Exhibit K – Respondent’s Pricing and Delivery Proposal and Execution of Offer Exhibit L – Performance and Payment Bonds BY SIGNING BELOW, Contractor has executed and bound itself to this Agreement upon the execution of the Agreement by both parties. No modification, alteration or waiver of this Agreement or any of its provisions shall be effective unless in writing and signed by both parties. Substantive changes in the terms and conditions under which the Contractor must perform the Work to be completed under this Agreement shall become effective only upon the execution of a written Amendment to this Agreement. Changes in the Work, the Contract Sum, or the Contract Time shall become effective upon the execution of a Change Order, signed by duly authorized representatives of the parties, except as otherwise provided in the UTUGCs. Contractor shall be authorized to proceed with the change as of the Notice to Proceed date set forth in the Change Order. Subsequent to the issuance of a Change Order, Owner may decide will issue a revised Purchase Order to seek Contractor. Contractor must receive the allocation revised Purchase Order prior to requesting compensation for Work to be completed under the Change Order in its Application for Payment. Only duly authorized representatives of certain tax benefits Owner’s Division of Supply Chain Management are authorized to execute amendments to this Agreement and issue Purchase Orders to bind Owner for any payment to be made to Contractor pursuant to Section 179D the terms of the Internal Revenue Code this Agreement. (SEAL) ATTEST: By: (original signature) (name and title) (name and title) Date: CONTENT APPROVED: THE UNIVERSITY OF TEXAS M. D. XXXXXXXX CANCER CENTER (Owner) Office of 1986, as amended, Vice President Operations & Facilities Management By: (the “Code”original signature) through this By: (original signature) Name: Xxxxxxx Xxxxx Title: Vice President and Chief Facilities Officer Date: Name: Title: Date: MD Xxxxxxxx Agreement with Project ArchitectNo. If the Owner and the Internal Revenue Service __________ UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS CSP Agreement 10/24/2014 (IRSOFPC) determine that the Project Architect is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project ArchitectMDA ver 2014 10 22 ses Article 1. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.Definitions

Ethics Matters; No Financial Interest. Contractor and its employees, agents, representatives and subcontractors have read and understand University’s Conflicts of Interest Policy available at [Note: Insert University’s web page where Policy is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/policy/policies/int160.html], University’s Standards of Conduct Guide available at [Note: Insert University’s web page where Guide is posted.] [Option (Include for UT System only.): xxxx://xxx.xxxxxxxx.xxx/systemcompliance/], and applicable state ethics laws and rules available at xxx.xxxxxxxx.xxx/xxx/xxxxxx. 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 Agreement. 179 D Benefit Allocation: . Owner may decide to seek the allocation of certain tax benefits pursuant to Section 179D of the Internal Revenue Code of 1986, as amended, (the “Code”) through this Agreement with Project Architect. If the Owner and the Internal Revenue Service (IRS) determine that the Project Architect is eligible to receive the 179D deduction allocation as a “Designer” for the purposes of Section 179D of the Code or that Project Architect could otherwise profit financially from the monetization of the benefit (separately and collectively, the “Rebate”), Project Architect hereby agrees to allocate to the Owner a portion of the Rebate in an amount to be determined and contracted for on mutually agreeable terms when the value of the Rebate becomes ascertainable, net of associated costs realized by the Owner and Project Architect. At its sole discretion, the Owner shall determine whether to receive its portion of the Rebate in cash, discounted Project Architect fees or both. Owner reserves the right to retain a third party consultant (the “Consultant”) to manage and administer the process of obtaining and monetizing the Rebate derived from the Project(s). Project Architect agrees to cooperate in all reasonable respects with the Consultant's efforts to obtain and monetize any such Rebates derived from the Project(s) on behalf of the Owner. Certification of eligibility and negotiation of the Rebates should be facilitated by the Owner’s 179D Consultant.