ESBD_448296_1755800961473_FINAL - RFP Real Estate Broker Services (SOW).docx

REQUEST FOR PROPOSAL

Real Estate Brokerage Services

For

The University of Texas MD Anderson Cancer Center

Remainder of Page Left Intentionally Blank

TABLE OF CONTENTS

SECTION 1: INTRODUCTION

SECTION 2: NOTICE TO VENDOR

SECTION 3: SUBMISSION OF PROPOSAL

SECTION 4: GENERAL TERMS AND CONDITIONS

SECTION 5: SPECIFICATIONS AND ADDITIONAL QUESTIONS

SECTION 6: PRICING AND DELIVERY SCHEDULE

Attachments:

APPENDIX ONE: PROPOSAL REQUIREMENTS

APPENDIX TWO: SAMPLE REPRESENTATION AGREEMENT

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SECTION 1

INTRODUCTION

Description of The University of Texas MD Anderson Cancer Center The University of Texas MD Anderson Cancer Center (“MDACC” or “University”)

The University of Texas MD Anderson Cancer Center in Houston is one of the world's most respected centers focused on cancer patient care, research, education, and prevention. It was named the nation's No. 1 hospital for cancer care in U.S. News & World Report’s 2024-2025 rankings.

It is one of the nation's original three comprehensive cancer centers designated by the National Cancer Institute. Since 1944, more than 2 million people have turned to MD Anderson for cancer care.

The institution pioneered a multidisciplinary approach to research-driven care. In Fiscal Year 2023, MD Anderson invested $1.1 billion in research.

MD Anderson was created by the Texas Legislature in 1941 as part of The University of Texas System. From then through today, MD Anderson continues to set the standard in cancer prevention research and the translation of new knowledge into innovative, multidisciplinary care for patients, survivors, and people at average or elevated risk of developing cancer.

MD Anderson has several locations around the Houston area. Some, such as those in the Texas Medical Center and fast-growing outlying areas, offer a broad range of services. Others offer specific services such as diagnostic imaging and bloodwork.

Our suburban area locations include MD Anderson Cancer Center League City MD Anderson Cancer Center in Sugar Land MD Anderson Cancer Center West Houston MD Anderson Cancer Center The Woodlands

1.2 Background and Special Circumstances

In this Request for Proposal (“RFP”), MD Anderson Cancer Center (MDACC) is seeking to pre-qualify and enter into open agreements with one or more real estate brokerage firms with a specialization in the leasing of retail, office, and medical space and the purchasing and selling of land and/or buildings throughout the state of Texas, as well as related services requested by MDACC and its campuses. MDACC hopes to enter into agreements that may provide, in the aggregate, the desired product and geographic coverage, understanding that individual firms may serve only certain locations or services.

MDACC is soliciting proposals from firms (“Vendors”) to provide brokerage and analytical services (the “Services”) more specifically described in Section 4 and Section 5 of this RFP.

In pursuing the selection of one or more Vendors to provide commercial leasing services, UTMDACC has the following objectives:

· Maximize Value to MDACC: MDACC wishes to find the best value for its campuses.

· AS AN AGENCY OF THE STATE OF TEXAS, UTMDACC MAY NOT ENTER INTO A PARTNERSHIP OR JOINT VENTURE IN ANY FORM.

SECTION 2

NOTICE TO VENDOR

2.1 Please review this document.

2.2 MDACC Contact Person

Vendors will direct all questions or concerns regarding this RFP in SciQuest (Jagger)

MDACC specifically instructs all interested parties to restrict all contact and questions regarding this RFP to written communications delivered to (i) MDACC Contact, or (ii) if questions relate to Historically Underutilized Businesses, to HUB Coordinator (ref. Section 2.5 of this RFP). It is MDACC’s intent to respond to all appropriate questions and concerns; however, MDACC reserves the right to decline to respond to any communications.

2.3 Criteria for Selection

The evaluation of proposals and the selection of Contractor will be based on “best value”. The information provided in the proposal along with, cost, and agreement factors will be used to determine best value.

Vendor is encouraged to propose terms and conditions offering the maximum benefit to MDACC in terms of service.

MDACC may also consider an additional interview/short list presentation round if additional information is needed.

Criteria to be considered by MDACC in evaluating proposals and selecting Contractor, will be the following:

2.3.1 Scored Criteria

A. Vendor Qualifications and Experience B. Project Team C. Approach to Project Services

2.5

2.5.2 MDACC has reviewed this RFP in accordance with and has determined that subcontracting opportunities (HUB and/or Non-HUB) are probable under this RFP. The HUB participation goal for this RFP is 26%.

2.5.3

Each Vendor, whether self-performing or planning to subcontract, must complete and return the HSP in accordance with the terms and conditions of this RFP. Vendors that fail to do so will be considered non-responsive to this RFP in accordance with §2161.252, Government Code.

2.5.4 Vendor must submit in accordance with instruction in SciQuest. For each section, if the respondent has multiple files, they must be zipped and provided in the response (where applicable).

Please see TCM section 07. Rider 104 HUB Subcontracting in the bid.

SECTION 3

SUBMISSION OF PROPOSAL

3.1 Instructions for proposals

· MDACC is not responsible for internet outages or other circumstances that may affect Vendor’s electronic submission.

· Submission MUST be in SciQuest/Jagger ONLY. Emailed submissions will NOT be accepted.

· Late proposals will not be accepted

· The official time clock will be the clock in SciQuest/.

· Links to external websites (i.e., share sites, drop boxes, etc.) to access Vendor’s proposals will not be accepted.

3.3 Proposal Validity Period

Each proposal must state that it will remain valid for MDACC’s acceptance for either sixty (60) days or until an Agreement is finalized, whichever is longer. Proposals, if accepted, shall remain valid for the life of any resulting Agreement.

3.4.1.1. Specifications and Additional Questions (ref. Section 5 of this RFP);

3.4.1.2. Agreement (ref. Section 4 and APPENDIX TWO);

3.4.1.3. Proposal Requirements (ref. APPENDIX ONE);

3.4.1.4. Notice to Vendors (ref. Section 2 of this RFP).

3.5 See Appendix Two – Representation Agreement in TCM Section 05. Riders and Agreements.

Submittal Checklist

3.6 Proposal Requirements

Proposals should be prepared simply and economically, providing a straightforward, concise description of Vendor's ability to meet the requirements and specifications of this RFP. Emphasis should be on completeness, clarity of content, and responsiveness to the requirements and specifications of this RFP.

Section 2 – Schedule 2: Original, signed, and dated Execution of Proposal Section 4: Key Personnel Qualifications and References

Section 5: Demonstration of Capability The Vendor’s approach and ability to meet the service requirements as specified in the solicitation shall be demonstrated. The Vendor shall submit written documentation addressing how the vendor intends to meet the following:

Section 6: Financial Standing The following should be submitted with the response. Failure by the Vendor to submit the documentation listed below may disqualify the Vendor from further consideration.

· Statement from the president, owner or financial officer on company letterhead certifying that the company is in good financial standing, current in payment of all taxes and fees.

SECTION 4

GENERAL TERMS AND CONDITIONS

The terms and conditions contained in the attached Agreement (ref. APPENDIX TWO – Representation Agreement) or, in the sole discretion of MDACC, terms and conditions substantially similar to those contained in the Agreement, will constitute and govern any agreement that results from this RFP. If Vendor takes exception to any terms or conditions set forth in the Agreement, Vendor will submit redlined APPENDIX TWO as part of its proposal in accordance with Section 5.3.1 of this RFP.

Contractor must clearly communicate in writing all terms and conditions of the Agreement (Including all attachments, riders and exhibits) that Contractor will require changed before Contractor will sign the Agreement. Contractor must provide written attestation of its willingness to accept Owner’s complete Agreement without change or modification. If Contractor will require changes, Contractor must provide all actual draft language it proposes for each change requested in the prospective document. In addition to proposed edits, Contractor must provide a reasonable and articulable explanation why the Contractor requests each change. Providing a statement with the intent/implication that the agreement will require further discussion/negotiation will not be considered sufficient as a reasonable request for change and will negatively impact Contractor's evaluation.

See TCM Section 05. Riders and Agreements.

SECTION 5

SPECIFICATIONS AND ADDITIONAL QUESTIONS

5.1 General

The minimum requirements and the specifications for the Services, as well as certain requests for information to be provided by Vendor as part of its proposal, are set forth below. As indicated in Section 2.3 of this RFP, the successful Vendor is referred to as the “Contractor.”

Multiple Awards: It may be determined that having multiple firms for these Services may be of a value.

5.2 Applicable Laws and Standards

The vendor shall provide the specified service requirements in accordance with all federal, state and local applicable laws, standards and regulations necessary to perform the services.

5.3 Vendor Qualifications (Information for Suppliers – No response required) Each Proposal must include information that clearly indicates that Vendor meets each of the requirements listed::

Rider 101 - Scope of Work

5.5 Vendor Requirements

The vendor shall:

· Adhere to the MDACC Terms and Conditions identified on the solicitation.

· Provide a primary point of contact which shall be the Designated Agent unless otherwise agreed to in writing by MDACC.

· Demonstrate experience in the leasing, acquisition and disposition of medical office, commercial and industrial property types and the ability to provide representation in all areas of the state of Texas.

· Have available additional staff or subcontractors to respond to multiple requests for services simultaneously, as requested by the designated MDACC representative, on as needed basis.

5.7 Personnel Continuity and Replacement

MDACC recognizes that events beyond the control of the vendor such as the death, physical or mental incapacity, long-term illness, or the voluntary termination of employment of the PM, account manager or any other key personnel will require the vendor propose a replacement. In the event such a replacement is necessary, vendor agrees that personnel shall not begin work on the project without prior written approval from MDACC.

· The PM, account manager, any key personnel, etc. shall remain available for the entire term of the contract as long as that individual is employed by the vendor.

· If MDACC determines the PM or other key personnel is unable to perform in accordance with the service requirements or to communicate effectively; the vendor shall immediately remove that person from the contract upon request from MDACC.

· Proposed replacement personnel shall meet qualifications and have experience comparable to the person(s) being replaced. Replacement personnel shall be provided at no additional cost to MDACC. Resume(s) and reference(s) may be requested for the proposed replacement(s). MDACC may reject any replacement if references or past working performance is questionable or unfavorable. MDACC will be the sole judge of the qualifications of the proposed replacement personnel.

5.9 Key Personnel Requirements

· The day-to-day operation of the service in accordance with the requirements of the contract shall be the Vendor Designated Agent’s responsibility.

· The Designated Agent shall be a permanent staff employee and shall serve as a constant primary point of contact for MDACC.

· The Designated Agent shall, within 60 days of award of the contract, be fully knowledgeable about MDACC’s leasing, acquisition and disposition process and assist in translating this process to the various sub-brokers and parties involved in the proposed transactions state wide throughout Texas, to included but not limited to major metropolitan markets as well as suburban and rural markets.

· All personnel shall:

2. Have the knowledge to develop and implement the service requirements in this solicitation.

3. Be fluent in English with the ability to receive, give and understand written and oral instructions.

5.10 Service Requirements

The vendor shall perform the following specific services and any ancillary service requirements:

· Provide professional advice to MDACC concerning the market conditions impacting the potential properties, prepare a leasing, acquisition and disposition strategy based on specific use requirements, identify potential real estate opportunities, and, as requested, participate in final contract negotiations.

· Determine the best leasing, acquisition and disposition plan for the real estate in areas where the Broker does not have direct coverage, and, with MDACC’s knowledge and approval, manage any third-party relationships necessary for the proper execution of the acquisition plan.

5.11 Additional Questions Specific to this RFP

Vendor must submit the following information as part of Vendor’s proposal:

5.8.1 If Vendor takes exception to any terms or conditions set forth in the Agreement (ref. APPENDIX TWO), Vendor must redline APPENDIX TWO and include such redlined APPENDIX TWO as part of its Proposal. If Vendor agrees with terms or conditions set forth in the APPENDIX TWO with no changes, Vendor will submit a written statement acknowledging it.

5.8.2 By signing the Execution of Offer (ref. Section 2 of APPENDIX ONE), Vendor agrees to comply with Certificate of Interested Parties laws (ref. §2252.908, Government Code) and 1 TAC §§46.1 through 46.5) as implemented by the Texas Ethics Commission (“TEC”), including, among other things, providing TEC and MDACC with information required on the form promulgated by TEC and set forth in APPENDIX THREE. Vendor may learn more about these disclosure requirements, including applicable exceptions and use of the TEC electronic filing system, by reviewing §2252.908, Government Code, and information on the TEC website at https://www.ethics.state.tx.us/data/forms/1295/1295.pdf. The Certificate of Interested Parties must only be submitted by Contractor upon delivery to MDACC of a signed Agreement.

5.12 Services and Scope of Work

Broker shall provide Services and offerings in the Scope of Work including, but not limited to, the following:

Services: Broker shall perform Services including, but not limited to, the following specific services and any ancillary service requirements:

· Provide professional advice to Client concerning the market conditions impacting the potential properties, prepare a leasing, acquisition and disposition strategy based on specific use requirements, identify potential real estate opportunities, and, as requested, participate in final contract negotiations.

· Determine the best leasing, acquisition and disposition plan for the real estate in areas where the Broker does not have direct coverage, and, with Client’s knowledge and approval, manage any third-party relationships necessary for the proper execution of the acquisition plan.

5.12.1 Dispositions

Consultant must perform the following tasks:

1. Assist MDACC in creating optimal disposition strategies for select MDACC properties to ensure greatest market and optimum return.

2. Providing guidance on pricing in the form of a broker’s opinion of value (BOV).

3. Assist MDACC in marketing the sale of select MDACC properties by communicating and distributing sale information to the public and to private relationships at a local, regional or national scale.

4. Tour properties with prospective buyers

5. Evaluate offers received and prepare narrative analysis of each offer.

6. Provide economic analysis of all offers and prepare report of such analysis.

7. Recommend the best possible offer, providing backup as necessary to substantiate.

8. Prepare executive summaries and presentations for the MDACC Real Estate.

9. Make presentations and provide support services to the MDACC, where necessary.

10. Coordinate with the University of Texas System’s Office of General Counsel and Real Estate Office on transactions.

Note: Compensation earned under this portion of the contract shall be payable by the purchaser in a successful transaction and not by MDACC.

5.12.2 Acquisitions

Consultant must perform the following tasks:

1. Facilitate, lead and manage the identification of qualified real property for MDACC throughout all counties in Texas in the form of market surveys, which shall include:

· Digital photos

· Floor Plans, if applicable

· Location map(s) showing proximity to current/planned locations for partners and competitors

· Availability/Timing

· FEMA flood zone designation

· Base Rent, estimated Operating Expenses (OpEx) and Tenant Improvement Allowance (TIA)

· Parking Ratio, if applicable

2. Advise on potential pricing and costs associated with an acquisition.

3. Provide data on market conditions, comparables and forecasting

4. Handle all inquiries related to real property that MDACC may consider.

5. Assist to the extent requested by MDACC in negotiating terms of and completing a real estate sale agreement or otherwise applicable acquisition mechanism.

6. Prepare comparative financial and qualitative analysis for the evaluation of alternatives (when requested or needed by MDACC)

7. Negotiate business terms and conditions on behalf of MDACC and advise on any potential due diligence items. MDACC must approve of all negotiated terms.

8. As appropriate, lead and manage review and comment on business issues surrounding real estate agreements and negotiation of documents. MDACC acknowledges and agrees that Vendor will not in any way be providing legal services or certain environmental, health and safety consultation and that MDACC shall engage competent legal counsel and/or other consultants, as the case may be.

9. Coordinate with MDACC’s appointed legal representatives to obtain counsel necessary to negotiate and document the legal provision of the real estate contract and such other documentation related to the subject transaction. Primary negotiation of business terms shall be the responsibility of Vendor with consultation and documentation drafting as required from MDACC’s counsel.

10. Assist with due diligence (including but not limited to ensure a prospective property meets its operational, financial, and regulatory requirements before closing) and closing, if necessary.

11. Prepare executive summaries and presentations for the MDACC.

12. Make presentations and provide support services to the MDACC, where necessary.

Note: Compensation earned under this portion of the contract shall be payable by the seller in a successful transaction and not by MDACC.

5.12.3 Lease Representation/Contract Negotiation (MDACC as lessee or lessor):

Consultant must perform the following tasks:

MDACC as Lessee:

1. Assist MDACC in identifying lease opportunities to meet space requirements and geographic preferences for specific MDACC needs on a project specific basis.

2. Prepare a market survey identifying potential sites that meet MDACC’s project requirements. The market survey shall include the following information for each site:

· Digital photos

· Floor Plans

· Location map(s) showing proximity to current/planned locations for partners and competitors

· Availability/Timing

· FEMA flood zone designation

· Base Rent, estimated OpEx and TIA

· Parking Ratio

3. Conduct/arrange tours and physical inspections of prospect properties.

4. Prepare Request for Proposal (RFP) for leases, land acquisitions, building acquisitions or equivalent for properties and locations

5. Provide guidance on rental rates in the form of a broker’s opinion of value (BOV) and lease parameters within the market

6. Prepare comparative financial and qualitative analysis for the evaluation of alternatives (when requested or needed by MDACC)

7. Negotiate business terms and conditions on behalf of MDACC and advise on any potential due diligence items

8. As appropriate, lead and manage review and comment on business issues surrounding real estate agreements and negotiation of documents. MDACC acknowledges and agrees that Vendor will not in any way be providing legal services or certain environmental, health and safety consultation and that MDACC shall engage competent legal counsel and/or other consultants, as the case may be.

9. Coordinate with MDACC’s appointed legal representatives to obtain counsel necessary to negotiate and document the legal provision of the lease and such other documentation related to the subject transaction. Primary negotiation of business terms shall be the responsibility of Vendor with consultation and documentation drafting as required from MDACC’s counsel.

10. Advise, consult, and provide recommendations to MDACC on the options and real estate business challenges of lease related decisions.

11. All final terms and conditions of any lease will be subject to approval by the MDACC in its sole discretion.

12. Provide ongoing market advice and updates.

13. Prepare Lease versus Buy analysis when applicable.

MDACC as Lessor:

1. Assist MDACC in creating optimal leasing strategy for select MDACC properties to ensure greatest market and optimum return.

2. Provide guidance on pricing for a lease in the form of a broker’s opinion of value (BOV).

3. Assist the MDACC in marketing the leasing of select MDACC properties by communicating and distributing sale information to the public and to private relationships at a local, regional or national scale.

4. Tour the property with prospective lessees

5. Evaluate offers received and prepare narrative analysis of each offer.

6. Provide economic analysis of all offers and prepare report of such analysis.

7. Recommend the best possible offer, providing backup as necessary to substantiate.

8. Prepare executive summaries and presentations for the MDACC.

9. Make presentations and provide support services to the MDACC, where necessary.

10. As appropriate, lead and manage review and comment on business issues surrounding real estate agreements and negotiation of documents. MDACC acknowledges and agrees that Vendor will not in any way be providing legal services or certain environmental, health and safety consultation and that MDACC shall engage competent legal counsel and/or other consultants, as the case may be.

11. Coordinate with MDACC’s appointed legal representatives to obtain counsel necessary to negotiate and document the legal provision of the lease and such other documentation related to the subject transaction. Primary negotiation of business terms shall be the responsibility of Vendor with consultation and documentation drafting as required from MDACC’s counsel.

Note: Compensation earned under this portion of the contract shall be payable by the Lessee or the Lessor in a successful transaction and not by MDACC.

5.12.4 Subleasing and/or Terminations:

Consultant must perform the following tasks:

1. Review lease, applicable amendments, operating expenses, and all associated financial obligations. Review and assess impact of specific provisions such as termination rights, sublease and assignment process, alterations, use, etc.

2. Arrange for local broker or retained sub-broker to visit site and review "as built" plans. Determine disposition of FF&E. Ensure access (keys, pass). Identify potential obstacles, problems, expenses: demising space, code compliance, etc.

3. Investigate market/sub-market conditions and assess landlord's position in market.

4. Establish marketing plan, collect building photo, and create marketing materials.

5. Obtain MDACC’s approval for applicable marketing expenses.

6. Create transaction budget with financial analysis to include tenant improvements, potential rent abatement, commissions, potential architectural fees, demising expenses, etc.

7. Obtain marketing plan, materials, and financial approvals.

8. Initiate discussions with landlord regarding potential for early lease termination.

9. Create financial analyses for early lease termination possibilities, including any site-closing and restoration related expenses.

10. Request landlord's consent to sublease form for review.

11. Create sublease proposals and related financial analyses.

12. Submit "serious interest" proposals to Client for review and approval.

13. Prepare and submit regular marketing update reports to Client in agreed format.

14. Continue any early lease termination discussions with landlord.

15. Ensure consistent, active, effective marketing.

16. Negotiate final terms of sublease or early lease termination and draft/receive letter of intent for circulation/review/approval (financial analysis attached).

17. Obtain prospective subtenant's financial information.

18. Obtain approval to proceed with transaction.

19. If sublease, coordinate preparation of draft document and all required exhibits with Client's legal counsel and submit to prospective subtenant for review and execution.

20. If termination, receive termination agreement, review document, prepare termination payment, notify team members of termination/closing requirements.

21. Negotiate sublease/termination language, if required, along with legal counsel. Final documents drafted.

22. Obtain fully executed documents and, if sublease, submit to landlord for consent. Distribute completed copies to all parties, as appropriate.

OPTIONAL SERVICES:

Vendor must include a response to this Section and all fees associated with the service must be shown in Section 6 – Optional Services. If the service is not available or offered by Vendor, respond accordingly.

1. Real Estate Advisory and Strategic Planning

· Creation of dynamic/interactive, online GIS map with sophisticated information and analytics layers

· Research relating to real estate.

· Examine opportunities for expanding revenue.

· Special projects as requested.

· Client use of Broker’s Lease and Data Management Software for Lease Administration and Transaction Management

· Valuations

· Lease Audits

· Project Management Services

· Location/Economic Incentives

· Consulting Services

· Location Strategy

· Account Management Services including potential on-site representative.

Note: Compensation earned under this portion of the contract shall be payable by MDACC per negotiated terms.

5.13 Additional Questions Specific to this RFP

Vendor must submit the following information as part of Vendor’s proposal:

Vendor Qualifications and Experience

1. Provide a customer reference list of no less than three (3) entities or people with which Vendor currently has contracts and / or to which Vendor has previously provided services (within the past four (4) years) of a type and scope similar to those required by MDACC’s RFP. Vendor will include in its customer reference list the customer’s company name, contact person, telephone number, project description, length of business relationship, and background of services provided by Vendor.

Provide the following information for each customer:

· Client (company) name and address;

· Contact name with email address and phone number;

· Time period from execution of listing agreement to lease/purchase contract execution;

· Short description of work performed.

2. Indicate whether Vendor has worked with MDACC (including any of The University of Texas System’s fourteen (14) institutions) in the past seven (7) years? If “yes,” provide the institution’s name, the contact information of the Vendor’s primary contact, and a brief description of work performed.

3. Has Vendor worked with governmental organizations, other institutions of higher education, or large medical entities? If “yes,” provide the organization’s name, its contact information, the contact information of the Vendor’s primary contact ,and a brief description of work performed.

4. Describe Vendor’s regional, national, and if applicable international service and marketing platforms. Indicate i): in which of Harris and surrounding counties Vendor has experience and capability; and ii) with which commercial product types Vendor has experience and capability.

Project Team

1. Provide the name(s) and contact information for the individual(s) who will be responsible for representing the MDACC’s interests and a statement of their qualifications, including licensing in the State of Texas, education, years of experience, client list, and State of Texas Historically Underutilized Businesses (HUB) certification, if any.

Medical Office Broker:

Office Broker:

Land Broker:

Retail Broker:

Industrial Broker:

2. Provide for each broker Vendor intends to assign to this Project the gross transaction value (proportionally adjusted for Assigned Broker’s share of the transaction), the types of commercial product involved, and the number of lease transactions closed by such broker for each of the last three (3) calendar years.

3. Provide a brief description of at least three (3) transactions in Harris County, Texas and/or surrounding counties that were successfully acquired on behalf of broker’s clients via lease and/or purchase by the Assigned Broker(s).

Note: MDACC may choose to make final decision contingent upon Board of Regents review of disclosed conflicts of interest.

APPENDIX ONE

PROPOSAL REQUIREMENTS

TABLE OF CONTENTS

SECTION 1: GENERAL INFORMATION

SECTION 2: EXECUTION OF OFFER

SECTION 3: VENDOR'S GENERAL QUESTIONNAIRE

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SECTION 1

GENERAL INFORMATION

1.1 Purpose

MDACC is soliciting competitive sealed proposals from Vendors having suitable qualifications and experience providing services in accordance with the terms, conditions and requirements set forth in this RFP. This RFP provides sufficient information for interested parties to prepare and submit proposals for consideration by MDACC.

By submitting a proposal, Vendor certifies that it understands this RFP and has full knowledge of the scope, nature, quality, and quantity of the services to be performed, the detailed requirements of the services to be provided, and the conditions under which such services are to be performed. Vendor also certifies that it understands that all costs relating to preparing a response to this RFP will be the sole responsibility of the Vendor.

VENDOR IS CAUTIONED TO READ THE INFORMATION CONTAINED IN THIS RFP CAREFULLY AND TO SUBMIT A COMPLETE RESPONSE TO ALL REQUIREMENTS AND QUESTIONS AS DIRECTED.

1.2 Inquiries and Interpretations

MDACC may in its sole discretion respond in writing to written inquiries concerning this RFP and mail its response as an Addendum to all parties recorded by MDACC as having received a copy of this RFP. Only MDACC’s responses that are made by formal written Addenda will be binding on MDACC. Any verbal responses, written interpretations or clarifications other than Addenda to this RFP will be without legal effect. All Addenda issued by MDACC prior to the Submittal Deadline will be and are hereby incorporated as a part of this RFP for all purposes.

Vendors are required to acknowledge receipt of each Addendum as specified in this Section. The Vendor must acknowledge all Addenda by completing, signing and returning the Addenda Checklist (ref. Section 4 of APPENDIX ONE). The Addenda Checklist must be received by MDACC prior to the Submittal Deadline and should accompany the Vendor’s proposal.

Any interested party that receives this RFP by means other than directly from MDACC is responsible for notifying MDACC that it has received an RFP package, and should provide its name, address, telephone and facsimile (FAX) numbers, and email address, to MDACC, so that if MDACC issues Addenda to this RFP or provides written answers to questions, that information can be provided to that party.

1.3 Public Information

Vendor is hereby notified that MDACC strictly adheres to all statutes, court decisions and the opinions of the Texas Attorney General with respect to disclosure of public information.

MDACC may seek to protect from disclosure all information submitted in response to this RFP until such time as a final agreement is executed.

Upon execution of a final agreement, MDACC will consider all information, documentation, and other materials requested to be submitted in response to this RFP, to be of a non-confidential and non-proprietary nature and, therefore, subject to public disclosure under the Texas Public Information Act (ref. Chapter 552, Government Code). Vendor will be advised of a request for public information that implicates their materials and will have the opportunity to raise any objections to disclosure to the Texas Attorney General. Certain information may be protected from release under §§552.101, 552.104, 552.110, 552.113, and 552.131, Government Code.

1.4 Type of Agreement

Contractor, if any, will be required to enter into a contract with MDACC in a form substantially similar to the Agreement between MDACC and Contractor (the “Agreement”) attached to this RFP as APPENDIX TWO and incorporated for all purposes.

1.5 Proposal Evaluation Process

MDACC will select Contractor by using the competitive sealed proposal process described in this Section. Any proposals that are not submitted by the Submittal Deadline or that are not accompanied by required number of completed and signed originals of the HSP will be rejected by MDACC as non-responsive due to material failure to comply with this RFP (ref. Section 2.5.4 of this RFP). Upon completion of the initial review and evaluation of proposals, MDACC may invite one or more selected Vendors to participate in oral presentations. MDACC will use commercially reasonable efforts to avoid public disclosure of the contents of a proposal prior to selection of Contractor.

MDACC may make the selection of Contractor on the basis of the proposals initially submitted, without discussion, clarification or modification. In the alternative, MDACC may make the selection of Contractor on the basis of negotiation with any of the Vendors. In conducting negotiations, MDACC will use commercially reasonable efforts to avoid disclosing the contents of competing proposals.

MDACC may discuss and negotiate all elements of proposals submitted by Vendors within a specified competitive range. For purposes of negotiation, MDACC may establish, after an initial review of the proposals, a competitive range of acceptable or potentially acceptable proposals composed of the highest rated proposal(s). In that event, MDACC may defer further action on proposals not included within the competitive range pending the selection of Contractor; provided, however, MDACC reserves the right to include additional proposals in the competitive range if deemed to be in the best interest of MDACC.

MDACC reserves the right to (a) enter into an agreement for all or any portion of the requirements and specifications set forth in this RFP with one or more Vendors, (b) reject any and all proposals and re-solicit proposals, or (c) reject any and all proposals and temporarily or permanently abandon this selection process, if deemed to be in the best interests of MDACC. Vendor is hereby notified that MDACC will maintain in its files concerning this RFP a written record of the basis upon which a selection, if any, is made by MDACC.

1.6 Vendor's Acceptance of RFP Terms

Vendor (1) accepts [a] Proposal Evaluation Process (ref. Section 1.5 of APPENDIX ONE), [b] Criteria for Selection (ref. 2.3 of this RFP), [c] Specifications and Additional Questions (ref. Section 5 of this RFP), [d] terms and conditions of the Agreement (ref. APPENDIX TWO), and [e] all other requirements and specifications set forth in this RFP; and (2) acknowledges that some subjective judgments must be made by MDACC during this RFP process.

1.7 Solicitation for Proposal and Proposal Preparation Costs

Vendor understands and agrees that (1) this RFP is a solicitation for proposals and MDACC has made no representation written or oral that one or more agreements with MDACC will be awarded under this RFP; (2) MDACC issues this RFP predicated on MDACC’s anticipated requirements for the Services, and MDACC has made no representation, written or oral, that any particular scope of services will actually be required by MDACC; and (3) Vendor will bear, as its sole risk and responsibility, any cost that arises from Vendor’s preparation of a proposal in response to this RFP.

1.8 Proposal Requirements and General Instructions

1.8.1 Vendor should carefully read the information contained herein and submit a complete proposal in response to all requirements and questions as directed.

1.8.2 Proposals and any other information submitted by Vendor in response to this RFP will become the property of MDACC.

1.8.3 MDACC will not provide compensation to Vendor for any expenses incurred by the Vendor for proposal preparation or for demonstrations or oral presentations that may be made by Vendor. Vendor submits its proposal at its own risk and expense.

1.8.4 Proposals that (i) are qualified with conditional clauses; (ii) alter, modify, or revise this RFP in any way; or (iii) contain irregularities of any kind, are subject to penalization by MDACC, at MDACC’s sole discretion.

1.8.5 Proposals should be prepared simply and economically, providing a straightforward, concise description of Vendor's ability to meet the requirements and specifications of this RFP. Emphasis should be on completeness, clarity of content, and responsiveness to the requirements and specifications of this RFP.

1.8.6 Vendor understands and agrees that (1) this RFP is a solicitation for proposals and MDACC has made no representation written or oral that one or more agreements with MDACC will be awarded under this RFP; (2) MDACC issues this RFP predicated on MDACC’s anticipated requirements for the Services, and MDACC has made no representation, written or oral, that any particular scope of services will actually be required by MDACC; and (3) Vendor will bear, as its sole risk and responsibility, any cost that arises from Vendor’s preparation of a proposal in response to this RFP.

1.8.7 Any proposal that fails to comply with the requirements contained in this RFP may be rejected by MDACC, in MDACC’s sole discretion.

1.9 Preparation and Submittal Instructions

1.9.1 Specifications and Additional Questions

Proposals must include responses to the questions in Specifications and Additional Questions (ref. Section 5 of this RFP). Vendor should reference the item number and repeat the question in its response. In cases where a question does not apply or if unable to respond, Vendor should refer to the item number, repeat the question, and indicate N / A (Not Applicable) or N / R (No Response), as appropriate. Vendor should explain the reason when responding N / A or N / R.

1.9.3 Pricing and Delivery Schedule

Vendor must complete and return the Pricing and Delivery Schedule (ref. TCM Section 09. Pricing of this RFP), as part of its proposal. In the Pricing and Delivery Schedule, the Vendor should describe in detail (a) the total fees for the entire scope of the Services; and (b) the method by which the fees are calculated. The fees must be inclusive of all associated costs for delivery, labor, insurance, taxes, overhead, and profit.

MDACC will not recognize or accept any charges or fees to perform the Services that are not specifically stated in the Pricing and Delivery Schedule.

In the Pricing and Delivery Schedule, Vendor should describe each significant phase in the process of providing the Services to MDACC, and the time period within which Vendor proposes to be able to complete each such phase.

1.9.3 Vendor’s Response Questionnaire

Proposals must include responses to the questions in Vendor’s Response Questionnaire (ref. Section 3 of APPENDIX ONE). Vendor should reference the item number and repeat the question in its response. In cases where a question does not apply or if unable to respond, Vendor should refer to the item number, repeat the question, and indicate N / A (Not Applicable) or N / R (No Response), as appropriate. Vendor should explain the reason when responding N / A or N / R.

1.9.5

1.9.6 Submission

Vendor should submit all proposal materials as instructed of this RFP. and Submittal Deadline (ref. Section 2.1 of this RFP) should be clearly shown on the main page of your documentation

MDACC will not under any circumstances consider a proposal that is received after the Submittal Deadline or which is not accompanied by the HSP as required by Section 2.5 of this RFP. MDACC will not accept proposals submitted by email, telephone or FAX transmission.

Except as otherwise provided in this RFP, no proposal may be changed, amended, or modified after the event closes. However, a proposal may be withdrawn and resubmitted at any time prior to the Submittal Deadline. No proposal may be withdrawn after the Submittal Deadline.

SECTION 2

EXECUTION OF OFFER

2.1 Representations and Warranties. Vendor represents, warrants, certifies, acknowledges, and agrees as follows:

2.1.1 Vendor will furnish the Services to MDACC and comply with all terms, conditions, requirements and specifications set forth in this RFP and any resulting Agreement.

2.1.2 This RFP is a solicitation for a proposal and is not a contract or an offer to contract Submission of a proposal by Vendor in response to this RFP will not create a contract between MDACC and Vendor. MDACC has made no representation or warranty, written or oral, that one or more contracts with MDACC will be awarded under this RFP. Vendor will bear, as its sole risk and responsibility, any cost arising from Vendor’s preparation of a response to this RFP.

2.1.3 Vendor is a reputable company that is lawfully and regularly engaged in providing the Services.

2.1.4 Vendor has the necessary experience, knowledge, abilities, skills, and resources to perform the Services.

2.1.5 Vendor is aware of, is fully informed about, and is in full compliance with all applicable federal, state and local laws, rules, regulations and ordinances relating to performance of the Services.

2.1.6 Vendor understands (i) the requirements and specifications set forth in this RFP and (ii) the terms and conditions set forth in the Agreement under which Vendor will be required to operate.

2.1.7 Vendor will not delegate any of its duties or responsibilities under this RFP or the Agreement to any sub-contractor, except as expressly provided in the Agreement.

2.1.8 Vendor will maintain any insurance coverage required by the Agreement during the entire term.

2.1.9 All statements, information and representations prepared and submitted in response to this RFP are current, complete, true and accurate. MDACC will rely on such statements, information and representations in selecting Contractor. If selected by MDACC, Vendor will notify MDACC immediately of any material change in any matters with regard to which Vendor has made a statement or representation or provided information.

2.1.10 VENDOR WILL DEFEND WITH COUNSEL APPROVED BY MDACC, INDEMNIFY, AND HOLD HARMLESS MDACC, THE STATE OF TEXAS, AND ALL OF THEIR REGENTS, OFFICERS, AGENTS AND EMPLOYEES, FROM AND AGAINST ALL ACTIONS, SUITS, DEMANDS, COSTS, DAMAGES, LIABILITIES AND OTHER CLAIMS OF ANY NATURE, KIND OR DESCRIPTION, INCLUDING REASONABLE ATTORNEYS’ FEES INCURRED IN INVESTIGATING, DEFENDING OR SETTLING ANY OF THE FOREGOING, ARISING OUT OF, CONNECTED WITH, OR RESULTING FROM ANY NEGLIGENT ACTS OR OMISSIONS OR WILLFUL MISCONDUCT OF VENDOR OR ANY AGENT, EMPLOYEE, SUBCONTRACTOR, OR SUPPLIER OF VENDOR IN THE EXECUTION OR PERFORMANCE OF ANY CONTRACT OR AGREEMENT RESULTING FROM THIS RFP.

2.1.11 Pursuant to §§2107.008 and 2252.903, Government Code, any payments owing to Vendor under the Agreement may be applied directly to any debt or delinquency that Vendor owes the State of Texas or any agency of the State of Texas, regardless of when it arises, until such debt or delinquency is paid in full.

2.1.12 Any terms, conditions, or documents attached to or referenced in Vendor’s proposal are applicable to this procurement only to the extent that they (a) do not conflict with the laws of the State of Texas or this RFP, and (b) do not place any requirements on MDACC that are not set forth in this RFP. Submission of a proposal is Vendor's good faith intent to enter into the Agreement with MDACC as specified in this RFP and that Vendor’s intent is not contingent upon MDACC's acceptance or execution of any terms, conditions, or other documents attached to or referenced in Vendor’s proposal.

2.1.13 Pursuant to Chapter 2270, Government Code, Vendor certifies Vendor (1) does not currently boycott Israel; and (2) will not boycott Israel during the Term of the Agreement. Vendor acknowledges the Agreement may be terminated and payment withheld if this certification is inaccurate.

2.1.14 Pursuant to Subchapter F, Chapter 2252, Government Code, Vendor certifies Vendor is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Vendor acknowledges the Agreement may be terminated and payment withheld if this certification is inaccurate.

2.2 No Benefit to Public Servants. Vendor has not given or offered to give, nor does Vendor intend 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 its proposal. Failure to sign this Execution of Offer, or signing with a false statement, may void the submitted proposal or any resulting Agreement, and Vendor may be removed from all Vendor lists at MDACC.

2.3 Tax Certification. Vendor is not currently delinquent in the payment of any taxes due under Chapter 171, Tax Code, or Vendor is exempt from the payment of those taxes, or Vendor is an out-of-state taxable entity that is not subject to those taxes, whichever is applicable. A false certification will be deemed a material breach of any resulting contract or agreement and, at MDACC’s option, may result in termination of any resulting Agreement.

2.4 Antitrust Certification. Neither Vendor nor any firm, corporation, partnership or institution represented by Vendor, nor anyone acting for such firm, corporation or institution, has violated the antitrust laws of the State of Texas, codified in §15.01 et seq., Business and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the proposal made to any competitor or any other person engaged in such line of business.

2.5 Authority Certification. The individual signing this document and the documents made a part of this RFP, is authorized to sign the documents on behalf of Vendor and to bind Vendor under any resulting Agreement.

2.6 Child Support Certification. Under §231.006, Family Code, relating to child support, the individual or business entity named in Vendor’s proposal is not ineligible to receive award of the Agreement, and any Agreements resulting from this RFP may be terminated if this certification is inaccurate.

· Vendor has not been an employee of any member institution of MDACC within the immediate twelve (12) months prior to the Submittal Deadline.

· No person who, in the past four (4) years served as an executive of a state agency was involved with or has any interest in Vendor’s proposal or any contract resulting from this RFP (ref. §669.003, Government Code).

· All disclosures by Vendor in connection with this certification will be subject to administrative review and approval before MDACC enters into any Agreement resulting from this RFP with Vendor.

2.8 Compliance with Equal Employment Opportunity Laws. Vendor is in compliance with all federal laws and regulations pertaining to Equal Employment Opportunities and Affirmative Action.

2.9 Compliance with Safety Standards. All products and services offered by Vendor to MDACC in response to this RFP meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health Law (Public Law 91-596) and the Texas Hazard Communication Act, Chapter 502, Health and Safety Code, and all related regulations in effect or proposed as of the date of this RFP.

2.10 Exceptions to Certifications. Vendor will and has disclosed, as part of its proposal, any exceptions to the information stated in this Execution of Offer. All information will be subject to administrative review and approval prior to the time MDACC makes an award or enters into any Agreement with Vendor.

2.11 Manufacturer Responsibility and Consumer Convenience Computer Equipment Collection and Recovery Act Certification.