Professional Construction Materials Testing and
Inspection Services for Part 32 - Utility Building

    University Medical Center, New Orleans

LA FP&C Project Number 19-610-06B-04, Part 45

                  July 19, 2012
                                NOTICE OF INTENT TO CONTRACT

ISSUE DATE      July 19, 2012

TITLE:          Professional Construction Materials Testing and Inspection Services
                University Medical Center
                LSU Health Care Services Division
                New Orleans, LA
                State Project No. 19-610-06B-04, Part 45

ISSUED BY:      The State of Louisiana                     BY MAIL: The State of Louisiana
                Division of Administration                          Division of Administration
                Facility Planning and Control                       Facility Planning and Control
                Claiborne Office Building                           P.O. Box 94095
                1201 North Third Street, Suite 7-160                Baton Rouge, LA 70804-9095
                Baton Rouge, LA 70802

SEALED PROPOSALS will be received until 4:00 p.m. August 21, 2012 for furnishing the services
described herein. Package must be labeled “Professional Construction Materials Testing and
Inspection Services for Part 32 - Utility Building, University Medical Center, LSU Healthcare
Services Division, LA FP&C Project No. 19-610-06B-04, Part 45” and shown clearly on the outside
of the package. Deliver to the address listed above.

In compliance with this Notice of Intent to Contract (NITC) and with all Conditions imposed therein the
undersigned offers and agrees to furnish the services in accordance with the attached signed Proposal.

I certify that I have read and understand this Notice of Intent to Contract and am authorized to sign this
Proposal for the Proposer. I certify that the language in this document has not been altered in any way
and appears as originally transmitted by the issuing authority.


_________________________________                 DATE: ________________________________

_________________________________                 BY:      ________________________________

_________________________________                 NAME: ________________________________

_________________________________                 TITLE: ________________________________


                                                  FAX:     ________________________________

Please return an original and six (6) complete copies of your Proposal. Please include one (1) CD
containing the Proposal and all attachments in PDF format.

Fax or e-mail transmissions of NITC responses will not be accepted.

                                                Page 2 of 35
                                 Notice of Intent to Contract
            Professional Construction Materials Testing and Inspection Services
                                  Part 32 – Utility Building
                     University Medical Center, New Orleans, Louisiana

                                  TABLE OF CONTENTS








                                       Page 3 of 35
            The purpose of this Notice of Intent to Contract (NITC) is to solicit the services of a
            Professional Construction Materials Testing and Inspection (CMT&I) Firm to provide
            Third Party Testing and Inspection Services for the University Medical Center Project;
            specifically Part 32 - Utility Building. The other Parts of this program will be contracted
            under separate NITCs. The requirements of this NITC are drawn from the Construction
            Documents along with industry standard testing and inspecting requirements.

            The CMT&I process required will be a quality-focused process for enhancing the
            delivery of the Project and ensuring compliance with the Construction Documents and
            industry standards. The overall process will focus on verifying and documenting that
            the construction materials used and the methods to implement them are within the
            requirements of the University Medical Center - Project Construction Documents. The
            CMT&I Process will be developed in coordination with the successful proposer and the
            Project Team. The CMT&I Process will serve as a complimentary plan to the Project’s
            Quality Assurance/Quality Control (QA/QC) Plan. It is the expectation of the Owner
            that the CMT&I Firm work with the QA/QC Team in coordinating the construction
            progress and required tests and inspections.

            The University Medical Center (UMC) will be one of seven hospitals in the Louisiana
            State University Health Care Services Division which provides health care for the
            citizens of Louisiana and serves as a medical education training facility. At this time the
            UMC (currently operating as The Medical Center of Louisiana New Orleans – MCLNO)
            consists of two hospitals in New Orleans; Charity Hospital and the Interim University

            Charity Hospital was closed after being severely damaged by Hurricane Katrina in 2005
            and will not be re-opened as a hospital. After the storm, the UMC hospital operations
            were consolidated into the University Hospital as an interim hospital until new facilities
            are built. The new University Medical Center will combine the functions of both
            hospitals and nearby associated facilities. Prior to the storm, Charity had 345 licensed
            beds with approximately 1,000,000 SF and the University Hospital had 369 licensed
            beds with approximately 364,400 SF.

            The new facility is to be built in the Mid-City area of New Orleans on a site that is in
            close proximity to the LSU Health Sciences Center and the University Hospital. The
            new facility is designed as a 424 bed research and teaching hospital with a Level One
            trauma center. The total area planned is approximately 2,296,000 SF. The UMC
            Program consists of the following Parts:

                 Hospital (Diagnostic and Treatment Building and the Inpatient Units)
                 Ambulatory Care Building (ACB)
                 Utility Building
                 Structured Parking
                 Site and building signage
                 LSU HSC Connector

            The Joint Venture Design Team of Blitch Knevel Architects and NBBJ have been
            selected as the designers with URS as the lead engineer for the Project. The drawing

                                         Page 4 of 35
      phase of the Project is at 100% Construction Documents for all Parts except for the
      LSU HSC Connector (see EXHIBIT F: Part 32 - Utility Building Schedule). Proposers
      are to have no communication with the design team regarding this NITC.

      The University Medical Center will be built adjacent to a proposed Veterans Affairs (VA)
      Medical Center. The two Medical Centers are being designed to be separate facilities,
      and it is expected they will share contracted services which would be provided to
      patients of both Medical Centers. The two facilities are expected to be designed and
      built with the cooperation of both entities with the understanding that both the UMC and
      the VA would manage and fund the design and construction of each separately.

      The firm of Jacobs has been selected as the Owner’s Program Manager and is
      currently assisting the Owner in real estate acquisition, demolition, utility relocation, site
      preparation, and oversight of the design and construction phases of the Project.

      The selected Professional Construction Materials Testing and Inspection Firm shall
      become the Testing and Inspection Authority under the direction of the State of
      Louisiana – Office of Facility Planning & Control for Part 32 - Utility Building and shall
      coordinate and facilitate the implementation and recordation of a specific Testing and
      Inspection Program. The program shall be based upon the Construction Documents
      and in coordination with the Quality Assurance/Quality Control Plan developed by the
      Construction Manager at Risk and accepted by the State of Louisiana – the Office of
      Facility Planning & Control. This shall be illustrated objectively in the Project Testing
      and Inspection plan developed by the Construction Manager at Risk and in
      coordination with the selected Construction Materials Testing and Inspection Firm and
      the Project Team.

      The Testing and Inspection Process will include specific tasks to be conducted during
      the construction phases of the Project to ensure materials and methods meet the
      Project Requirements. The Testing and Inspection Process is a quality-based
      methodology that has been adopted by the Owner to help achieve a successful
      construction Project. It will not be an additional layer of construction or project
      management. It is intended to reduce the cost of delivering construction projects and
      increase value to the Owner, occupants, and users.

      The scope of this NITC is to include the following components: Utility Building. The
      successful responder to this NITC will be working adjacent to other firms on the Project
      site. It is the expectation of the State, that the firm understands and will actively
      coordinate their scope of work with adjacent activity on the Project site.

                                    Page 5 of 35
      2.1   DEFINITIONS
            For purposes of this Notice of Intent to Contract, the following words and terms shall
            have the meaning specified below:

                  1. Agreement shall mean the terms and conditions outlined in this NITC and
                     the Professional Services Contract included within EXHIBIT A.

                  2. Architect shall mean the architectural firm(s) retained by the Owner to
                     provide design services for the Project, including its agents and
                     representatives. Referred to as “Architect” or “Designer”.

                  3. Available for Construction (AFC) shall mean the total not-to-exceed
                     construction budget for the sum of all Parts of the Program.

                  4. Construction Manager at Risk (CM@R) shall mean the contractor to
                     provide overall Construction Management at Risk services for the Project.

                  5. Key Subcontractor shall mean any vendor with a direct contractual
                     relationship under the selected Construction Manager at Risk.

                  6. LEED shall mean the “Leadership in Energy and Environmental Design”
                     Green Building Rating System developed by the U.S. Green Building

                  7. Local Firm shall mean any firm with Headquarters in the State of Louisiana.

                  8. Owner shall mean The State of Louisiana, Division of Administration, the
                     Office of Facility Planning and Control, including it agents and
                     representatives. Interchangeable with “The State”.

                  9. Part shall mean a portion of the total Project. Each Project Part has a
                     defined AFC. The sum of the AFCs for all Parts must not exceed the total
                     aggregate AFC for the Project.

                  10. Program Manager (PM) shall mean Jacobs, the entity awarded the Program
                      Management Agreement by Owner, including it agents and representatives.
                      The Program Manager shall be an extension of staff of the Owner.

                  11. Project shall mean the design, construction, furnishing and equipping of the
                      new University Medical Center.

                  12. Project Team or Project Delivery Team shall mean the Owner, User
                      Agency, Architect, Engineer, Program Manager, Pre-Construction Manager,
                      Construction Manager at Risk, Commissioning Authority, Construction
                      Materials Testing and Inspection Firm(s), and their respective agents and

                  13. Proposal(s) shall mean a Proposer’s written Proposal based on the terms
                      and conditions contained in this NITC for the selection of Construction
                      Materials Testing and Inspection Firm(s) for the Project.

                  14. Proposal Due Date shall mean the date established in the NITC.

                                         Page 6 of 35
           15. Proposer(s) shall mean those entities or persons submitting a Proposal for
               this NITC, including their consultants, subconsultants, agents and

           16. NITC shall mean this Notice of Intent to Contract, including all addenda,
               attachments, and exhibits thereto. For the purpose of this NITC, the terms
               The State of Louisiana and The State shall be interchangeable and mean the
               Owner as defined above.

           17. Selection Committee shall mean a group of individuals appointed by the
               Owner to determine and select the best qualified firm(s) for Construction
               Materials Testing and Inspection Services.

           18. The Professional Construction Materials Testing and Inspection
               (CMT&I) Firm shall mean the firm retained by the Owner to provide
               Professional Construction Materials Testing and Inspection services.

           19. UMCMC shall mean the University Medical Center Management Corporation.

      The period of any contract resulting from this NITC is tentatively scheduled to begin as
      outlined in the Schedule of Activities. Refer to EXHIBIT F for the Part 32 - Utility
      Building Schedule.


      The NITC and other related procurement documents are available in electronic format
      at in PDF and TIF format.

      Written questions regarding the procurement documents must be by e-mail and
      directed to the e-mail address below.

            Mr. Thomas W. Rish, R.A, Senior Manager
            NITC Coordinator
            State of Louisiana
            Division of Administration
            Office of Facility Planning and Control
            Claiborne Office Building
            1201 North Third Street, Suite 7-160
            Baton Rouge, LA 70802


      The NITC is being issued by The State of Louisiana, Division of Administration, the
      Office of Facility Planning and Control.

2.5   SCOPE
      This document contains instructions governing the Proposal to be submitted, the format
      which Proposals are to be submitted and the material therein: product requirements,
      evaluation criteria, and contractual terms and conditions.

                                  Page 7 of 35
        The State will consider written Proposer inquiries regarding the NITC requirements or
        Scope or Services before the date specified in Section 2.9 of this NITC. The State
        reserves the right to modify this NITC should a change be identified that is in the best
        interest of the State.

        To be considered, written inquiries and requests for clarification of the content of this
        NITC must be received at the e-mail address, by 4:00 p.m. CDT
        on the date specified in Section 2.9 of this NITC. Any and all questions directed to the
        NITC Coordinator will be deemed to require an official response. Official responses to
        each of the questions presented by the Proposers will be posted by the date indicated
        in Section 2.9 of this NITC. Only the NITC Coordinator has the authority to officially
        respond to the Proposer’s questions on behalf of the State. Any communication from
        any other individuals is not binding to the State.

        From the issuance of this NITC until contract award, communications concerning this
        solicitation, its evaluation, and negotiations are formal. All correspondence must be in
        writing and transmitted directly to the individual shown above in Section 2.3 of this
        NITC. Firms are not permitted to ask questions about other vendor’s Proposals,
        equipment, services, or to seek information from the State of Louisiana personnel,
        including the design team of Blitch Knevel Architects / NBBJ and their consultants, and
        the Program Manager, Jacobs, regarding this NITC or the evaluation results. If a
        vendor is approached by State of Louisiana personnel other than the NITC Coordinator
        with information or questions concerning this NITC, the vendor shall immediately
        contact the NITC Coordinator listed above for direction. Failure to abide by this formal
        communication requirement may cause the State of Louisiana to disqualify your firm’s
        Proposal from further consideration.

        Addenda to this NITC may be necessary prior to the closing date and will be posted on Failure to acknowledge receipt of addenda, on the Acknowledgment
        of Addenda Form found in EXHIBIT D, may result in the Proposal not being


        NITC Advertised                                                              7/19/2012      Th
        Pre Proposal Meeting*                                                        7/26/2012      Th
        Closing Date for Questions                                                   8/2/2012       Th
        State’s Response to Written Questions                                        8/16/2012      Th
        Submission of Proposal No Later Than 4:00PM                                  8/21/2012      T
        Interviews (If Required)                                                     8/30/2012      Th
        CMT&I Recommendation                                                         9/5/2012       T
        Selection of CMT&I Firm                                                      9/11/2012      T
        CMT&I Kick-Off Meeting                                                       9/27/2012      Th

      * Pre Proposal Conference will be held at Construction Site Office, 136 S. Roman St.
      STE 200., New Orleans, LA 70112 from 9:00AM to 11:00AM on Thursday, July 26, 2012.

      Note: The State of Louisiana reserves the right to amend and/or change this schedule of
      NITC activities as it deems necessary.

                                     Page 8 of 35
             This NITC and the selected Proposer’s Proposal will become the basis for the
             development of the legally binding contract between the Owner and Proposer. In the
             event the services should fail to meet the standards as specified in the Proposer’s
             Proposal, the Owner reserves the right to terminate and cancel any contract.

             If the Proposer discovers any discrepancy, error, or omission in this NITC or any
             Exhibits, the Owner shall be notified immediately in writing as provided in Sections 2.3
             and 2.6 and if necessary, a written clarification / notification will be posted on the
    website. No Proposer will be entitled to additional compensation for
             any error or discrepancy that appears in this NITC.

             It is the specific intent of the Owner that the only terms and conditions with the
             successful Proposer shall be those contained within this NITC, including Exhibits
             provided. However, the Owner reserves the right to change the terms of this NITC prior
             to contract execution. The Owner will not consider revisions to the terms and conditions
             of the contract from Proposers after Closing Date for Questions per Section 2.9 of this



             In order for Proposers to be considered for this engagement, Proposers must meet the
             following minimum qualifications. Firms or Joint Ventures that do not meet the
             minimum requirements may result in a determination of non-responsiveness. The Firm
             or Joint Venture must be able to document:

                   1. A minimum of five (5) years experience as a Professional Construction
                      Materials Testing and Inspection Firm, and have worked on a project with a
                      total construction value of $20 Million. If a Joint Venture, the Firms forming
                      the Joint Venture must have collectively worked on a project of $20 Million.

                   2. The project(s) must have started or finished (CMT&I) within the past ten (10)
                      years. Project(s) completed or currently underway are acceptable.

                   3. Certify that the individual(s) signing any contract emanating from this NITC is
                      (are) a licensed Professional Civil Engineer(s) in the State of Louisiana.

                   4. The successful Firm(s) must be licensed to do business in the State of
                      Louisiana at the time of contract execution.


             Proposers who are interested in providing services under this NITC must submit a
             Proposal containing the information specified in Section 4.0 herein. The fully
             completed Proposal with original signature by an authorized representative must be
             received in hard copy (printed) version by the NITC Coordinator designated above by
             the deadline date specified in Section 2.9 of this NITC. Fax or e-mail submissions are
             not acceptable. To be considered for selection, Proposers must submit a complete

                                          Page 9 of 35
      response to this NITC. One (1) manually signed original and six (6) complete copies
      must be submitted to the NITC Coordinator. In addition, Proposers must submit one
      complete response in PDF format on a CD to the NITC Coordinator.

      Each copy of the Proposal should be bound in a single volume. All information
      requested should be submitted. Failure to submit all requested information may result
      in an unfavorable evaluation of the Proposer’s Proposal or rejection of the Proposal.
      Elaborate brochures and other representations beyond that sufficient to present a
      complete and effective Proposal are neither required nor desired.

      It is solely the responsibility of the Proposer to ensure that its Proposal is received at
      the specified places and prior to the deadline for submission. Proposals, which for any
      reason are not so received, will not be considered for purposes of this NITC.

      Determination of the Proposer’s responsibility relating to this NITC shall be made
      according to the standards set forth in LAC 34:136. The State must find that the
                 Has adequate financial resources for performance or has the ability to
                     obtain such resources as required during performance.
                 Has the necessary experience, organization, technical qualifications,
                     skills and facilities, or has the ability to obtain them.
                 Is able to comply with the proposed or required time of delivery or
                     performance schedule.
                 Has a satisfactory record of integrity, judgment, and performance.
                 Is otherwise qualified and eligible to receive an award under applicable
                     laws and regulations.

      Proposer should ensure that their Proposals contain sufficient information for the State
      to make its determination by presenting acceptable evidence of the above to perform
      the services called for by the contract. Failure to provide acceptable evidence may
      result in a determination of non-responsiveness.

      The State reserves the right to change the calendar of events or revise any part of the
      NITC by issuing addenda to the NITC at any time.

      The State reserves the right, at its sole discretion, to waive administrative informalities
      contained in any Proposal.

      The issuance of this NITC in no way constitutes a commitment by the State to award a
      contract. The State reserves the right to accept or reject, in whole or in part, all
      Proposals submitted and/ or cancel the announcement if it is determined to be in the
      State’s best interest.

      A Proposer may withdraw a Proposal that has been submitted at any time up to the
      date and time the Proposal is due. To accomplish this, a written request signed by the
      authorized representative of the Proposer must be submitted to the NITC Coordinator.

                                   Page 10 of 35
       The State shall have a Single Contractor as the result of any contract negotiation and
       that Single Prime Contractor shall be responsible for all deliverables referenced in this
       NITC or Proposal. This general requirement notwithstanding, the Proposer may enter
       into subcontractor agreements, however, the Proposer should acknowledge in its
       Proposal total responsibility for the entire contract.

       If the Proposer intends to subcontract portions of the work or to form a Joint Venture or
       other Project specific entity, the Proposer shall identify each subcontractor or venture
       partner and should include specific designations of the tasks to be performed by the
       subcontractor or venture partner. Information required of the Proposer under the terms
       of this NITC is also required of each Joint Venture partner. Unless provided for in the
       contract with the State, the Prime Contractor shall not contract with any other party
       than those named for furnishing the work and professional services herein contracted
       for without the express written approval of the State.

       All materials submitted in response to this request become the property of the State.
       Selection or rejection of a Proposal does not affect this right.

       Only information which is in the nature of legitimate trade secrets or non-published
       financial data may be deemed proprietary or confidential. Any material within a
       Proposal identified as such must be clearly marked in the Proposal and will be handled
       in accordance with the Louisiana Public Record Act R.S. 44: 1-44 and applicable rules
       and regulations. Any Proposal marked as confidential or proprietary in its entirety may
       be rejected without further consideration or recourse.

       The State is not liable for any costs incurred by prospective bidders prior to issuance of
       or entering into a contract. Costs associated with developing the Proposal, preparing
       for oral presentations or any other expenses incurred by the Proposer in responding to
       this NITC are entirely the responsibility of the Proposer, and shall not be reimbursed in
       any manner by the State of Louisiana.

       The State will not be liable for any errors and/or omissions in Proposals. The State
       reserves the right to make corrections or amendments due to errors identified in
       Proposals by the State or Proposer. The State, at its option, has the right to request
       clarification or additional information from the Proposers.

       The State reserves the right to enter into a Contract without further discussion of the
       Proposal submitted based on the initial offer received. The State reserves the right to
       contract for all or a partial list of services offered in the Proposal.

       The NITC and Proposal of the selected Proposer will become part of any contract
       initiated by the State. In case of any discrepancy between the documents, the order of
       precedence will be the contract with contract amendments, the NITC with addenda
       followed by the Proposal.

                                   Page 11 of 35
      3.14   CODE OF ETHICS
             Proposers are responsible for determining that there will be no conflict or violation of
             the Ethics Code if their company is awarded the contract. Ethics issues are interpreted
             by the Louisiana Board of Ethics. Proposers are required to disclose any and all
             conflicts of interest or issues that could reasonably be perceived as conflicts of interest.

             Proposals must be received on or before the date and time specified in Section 2.9 of
             this NITC. Proposers mailing their Proposals should allow sufficient mail delivery time
             to ensure receipt of their Proposal by the time specified. The Proposal package must
             be delivered at the Proposer’s expense to the NITC Coordinator listed above. It is
             solely the responsibility of each Proposer to ensure that their Proposal is delivered at
             the specified place prior to the deadline for submission. Proposals, which for any
             reason are not received timely, will not be considered.

      4.2    PROPOSAL FORMAT
             The State requires that the Proposal be submitted to the NITC Coordinator at the
             address specified. At least one copy of the Proposal shall contain original signatures;
             that copy should be clearly marked or differentiated from the other copies of the
             Proposal. This copy will be retained for incorporation by reference in any contract
             resulting from this NITC.

             The Proposal must be signed by those company officials or agents duly authorized to
             sign Proposal or contracts on behalf of the organization. A notarized copy of a board
             resolution granting such authority must be submitted.

             Proposals should not be more than thirty five (35) pages in length and font should be
             no smaller than 10 point. The page limit excludes the table of contents, resumes,
             covers, tabs, dividers, and any Owner requested attachments. A page is defined as
             one 8 ½ ” x 11” page printed on one side. Printing on both sides is considered two
             pages. All pages should be numbered.

             The following components are to be considered as contents for a complete submittal.
             The Owner shall evaluate and compare only Proposals that substantially conform to the
             terms and conditions of this NITC. The Owner reserves the right to reject any and all
             Proposals and to waive any informality. The Proposal response should be presented
             and submitted under tabs as noted below. If a Joint Venture, each Firm will need to
             include the requested information.


                            Proposers shall ensure the following documents are specifically included
                            (These documents will count against the 35 page limit):

                                         1. Signed Cover Letter – Limit to 1 Page
                                         2. Signed Notice of Intent to Contract (Page 2 of this
                                         3. Executed and Signed Acknowledgement of Addenda
                                         4. Copy of Professional Engineering License for the State
                                            of Louisiana from person signing any emanating contract

                                          Page 12 of 35
                      5. Notarized copy of the board resolution granting authority
                         to the signer of this Proposal.

         State if any information contained in this Proposal response is being
         declared proprietary as discussed in Section 3.10 of this NITC.

         Provide a brief summary of the Proposal’s contents, emphasizing any
         unique aspects or strengths of the Proposal. The executive summary
         should be limited to three (3) pages.

         Provide a narrative on the history of the firm(s) including years in
         business and the depth of resources to provide CMT&I Services.
         Explain the size of your firm(s), including office locations and the legal

         List any Arbitration/Litigation Proceedings

         Provide a Disclosure of Conflicts

         Provide the name, address and telephone number of three (3) project
         Owners or Owner’s Representatives/ Program Managers to act as
         references for the Proposer with whom the Proposer has worked with
         within the last five (5) years. Identify the projects, locations, services
         performed, and the dollar value of the referenced projects. One of the
         references must be the $20 Million qualifying project(s).

         For each person identified as Key Personnel, including Field Staff, by the
         Proposer, the following information should be provided in resume format:
              Name and title
              Project responsibilities and roles
              Educational background
              Professional registrations and memberships
              Years of relevant experience
              Relevant project experience with associated roles
              Previous experience working with the State of Louisiana and or
                the Office of Facilities Planning & Control

            Describe your firm’s methods and procedures for controlling and
               assuring the quality of services being proposed by your firm’s
            Provide work protocols, standard procedures and control
               measures implemented by your firm and its staff.
            Provide as an attachment to this section any relevant examples
               or samples you feel will demonstrate the level of quality control
               and quality assurance your firm will provide the Project.
               (Attachment excluded from 35 page limit).
            Provide as an attachment an example method of visually
               tracking progress as described in EXHIBIT B- Scope of Services
               (Attachment excluded from 35 page limit).

                       Page 13 of 35
                             Describe your proposed approach to managing the CMT&I
                               process expertly and efficiently, including distribution of tasks,
                             Describe what you will do to foster teamwork and
                               cooperation from the Construction Manager at Risk and Design
                               Team and what you will do to minimize adversarial relationships.
                             Describe the record and documentation process for tests and
                               inspections. Provide samples from past projects (Samples
                               excluded from 35 page limit).
                             Describe your firms current and anticipated work load.
                             Describe your anticipated work load for this Project. Include
                               organizational chart and staffing plan (Attachments excluded
                               from 35 page limit).

                              Summarize any unique capabilities and/or resources that
                                distinguish your firm with regard to this assignment.
                              Describe any unique approaches to increase efficiency and
                                value to the Project.

            TAB 9:        UNIT PRICES
                          The Owner will make a selection based on the qualifications and Unit
                          Prices submitted for the scope of services described in EXHIBIT B,
                          consistent with the EXHIBIT F Part 32 – Utility Building Schedule and the
                          respondents proposed staffing plan. The Owner reserves the right to
                          reject a firm based on submitted qualifications alone with no regard to
                          Proposer’s submitted Unit Prices.

                          The Unit Prices should be broken down as follows:

                          Unit Prices– Include, on EXHIBIT C, the unit pricing for tests and
                          inspections, and per hour rates for routine inspections. The CMT&I Firm
                          shall include within the Unit Price: all cost for travel, trip charges (both
                          onsite and offsite), administration, office cost and fringe cost, etc. Other
                          direct costs will not be accepted on this Project. Refer to EXHIBIT C –
                          Unit Prices.

                          The proposing firm is responsible to ensure that the Unit Prices are all
                          inclusive to the tests and inspections required per the Construction

            The evaluation of Proposals will be accomplished by a Selection Committee, to be
            designated by the State, which will determine the Proposal most advantageous to the
            State, taking into consideration evaluation factors set forth in this NITC.
            The State reserves the right to seek clarification of any Proposal for the purpose of
            identifying and eliminating minor irregularities or informalities. The State further

                                        Page 14 of 35
      reserves the right to request any necessary supporting documentation or information
      from one or more Proposers after the deadline for submission of the response.

      All Proposals will be reviewed to determine compliance with administrative and
      mandatory requirements as specified in the NITC. Proposals found not to be in
      compliance will be considered non-responsive and rejected from further consideration.

      Proposers that pass the preliminary screening and mandatory requirements review will
      be evaluated on a point system based on information as specified in the NITC. The
      evaluation will be conducted according to the following:

        5.4.1   Evaluation Criteria

                Proposals will be evaluated using the following criteria:

                Firm Profile/ Experience                               40 points
                Staff Qualifications                                   25 points
                Approach and Methodology                               20 points
                Unit Prices *                                          15 points

                Total Points Available                                 100 points

      *The Unit Prices will be evaluated in the following manner:

      The maximum possible points for the Unit Price will be 15. The unit pricing sheet will be
      divided into five sections: Concrete, Concrete Unit Masonry, Structural Steel,
      Fireproofing, and Metal Panel Ceilings. Each section has been assigned a weighted
      point total. Concrete will be worth 60% of the 15 points (9 possible points), Concrete
      Masonry Unit will be worth 10% (1.5 possible points), Structural Steel will be worth 10%
      (1.5 possible points), Fireproofing will be worth 10% (1.5 possible points), and
      Acoustical Metal Panel Ceilings will be worth 10% (1.5 possible points).

      In order to earn the points, each firm will be ranked in ascending order per unit price.
      The lowest unit price will receive a ranking of one, and all subsequent prices will
      receive the next numeric value (e.g.: second lowest: 2, third lowest: 3). Each company
      will then have a sum total of their rankings calculated for each section by adding the
      corresponding numeric value for their ranking for each unit price. The company with the
      lowest sum total for each section will be considered the lowest Unit Price, receiving the
      full points for the specific section. The remaining companies will receive a percentage
      of that section’s points based on a proration from the lowest company.

      A total for all sections will then be calculated by adding the points awarded for each
      section for each company. EXHIBIT I- Sample Unit Pricing Evaluation is attached for
      reference for evaluating Unit Prices.

      The Owner may cancel this NITC or reject Proposals at any time prior to any award.
      The award document will include a contract incorporating by reference all the
      requirements, NITC and Exhibits and terms and conditions of the solicitation and the
      Proposer’s Proposal.

                                  Page 15 of 35
            The State will notify the successful Proposer and proceed to final contract.
            Unsuccessful Proposers will be notified in writing accordingly. The award of a contract
            is subject to the approval of the Division of Administration.

            At time of contract award, the successful Proposer must submit to the State a copy of
            their Certificate of Insurance. The Certificate of Insurance must meet or exceed the
            insurance limits set forth in the Sample Agreement in EXHIBIT A.

            If the contractor is a corporation not incorporated under the laws of the State of
            Louisiana, the contractor shall be prepared to obtain a certificate of authority pursuant
            to R.S. 12:301-302 from the Secretary of the State of Louisiana. Also, if the contractor
            is a corporation whose stock is not publicly traded, the contractor will be required to file
            a “Disclosure of Ownership” with the Secretary of the State of Louisiana. Proposer
            must certify that the firm(s) signing any contract emanating from this NITC is a duly
            licensed Engineer in the State of Louisiana.

            All financial, statistical, personal, technical and other data and information relating to
            the State’s operations which are designated confidential by the State and made
            available to the Contractor in order to carry out this contract, shall be protected by the
            contractor from unauthorized use and disclosure through the observance of the same
            or more effective or procedural requirements as are applicable to the State. The
            identification of all such confidential data and information as well as the State’s
            procedural requirements for protection of such data and information from unauthorized
            use and disclosure shall be provided by the State in writing to the Contractor. If the
            methods and procedures employed by the contractor for the protections of the
            Contractor’s data and information are deemed by the State to be adequate for the
            protection of the State’s confidential information, such methods and procedures may be
            used, with the written consent of the State, to carry out the intent of this paragraph. The
            contractor shall not be required under the provision of this paragraph to keep
            confidential any data or information which is or becomes publicly available, is already
            rightfully in the Contractor’s possession, is independently developed by the contractor
            outside the scope of the contract, or is rightfully obtained from third parties. Under no
            circumstances is the Contractor to discuss and/or release information to the media
            concerning this Project without prior express written approval of the State.

            The following Exhibits are provided to assist Proposers in preparing their responses to
            this NITC and are considered Part of this NITC package:

                 A.   Sample Professional Services Contract
                 B.   Scope of Services
                 C.   Unit Prices
                 D.   Acknowledgement of Addenda
                 E.   Construction Documents
                 F.   Part 32 – Utility Building Schedule
                 G.   Site Map
                 H.   Miscellaneous Contract Provisions
                 I.   Sample Unit Pricing Evaluation

                                          Page 16 of 35

PARISH OF «ParishofProject»


       BE IT KNOWN, that on this               day of                   , 2012, the State of

Louisiana Division of Administration and «Contractor», «Address», «CityStateZip», do

hereby enter into contract under the following terms and conditions.


       Contractor hereby agrees to furnish the following services:

               Project No. «ProjectNo»
               State ID No. «StateID»         Site Code: «SiteCode»

       As per Proposal dated «AsPerProposal», which is attached hereto and made a part

        The Contractor agrees to abide by the requirements of the following as applicable: Title
VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972,
Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the
Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education
Amendments of 1972, the Age Act of 1972, and contractor agrees to abide by the requirements
of the Americans with Disabilities Act of 1990.

       Contractor agrees not to discriminate in its employment practices, and will render
services under this contract without regard to race, color, sex, religion, national origin, genetic
information, age or disabilities. Any act of discrimination committed by Contractor or failure to
comply with these statutory obligations when applicable shall be grounds for termination of this

      In consideration of the services described above, state hereby agrees to pay to Contractor
a maximum fee of «ContAmtSpelledOut» Dollars ($«ContAmtInNumeral»). Payment will
be made in a lump sum amount only on approval of Facility Planning and Control.

                                           Page 17 of 35

        State may terminate this Contract for cause based upon the failure of Contractor to
comply with the terms and/or conditions of the Contract; provided that the State shall give the
Contractor written notice specifying the Contractor’s failure. If within thirty (30) days after
receipt of such notice, the Contractor shall not have either corrected such failure or, in the case of
failure which cannot be corrected in thirty (30) days, begun in good faith to correct said failure
and thereafter proceeded diligently to complete such correction, then the State may, at its option,
place the Contractor in default and the Contract shall terminate on the date specified in such
notice. Failure to perform within the time agreed upon in the Contract may constitute default
and may cause cancellation of the contract.

        Contractor may exercise any rights available to it under Louisiana law to terminate for
cause upon the failure of the State to comply with the terms and conditions of this contract
provided that the Contractor shall give the State written notice specifying the State agency’s
failure and a reasonable opportunity for the State to cure the defect.

        State may terminate the Contract at any time without penalty by giving thirty (30) days
written notice to the Contractor of such termination or negotiating with the Contractor an
effective date. Contractor shall be entitled to payment for deliverables in progress, to the extent
work has been performed satisfactorily.

        The continuation of this Contract is contingent upon the appropriation of funds by the
Legislature to fulfill the requirements of the contract by the Legislature. If the Legislature fails
to appropriate sufficient monies to provide for the continuation of the contractor, or if such
appropriation is reduced by the veto of the Governor, or by means provided in the appropriations
act of Title 39 of the Louisiana Revised Statutes of 1950 to prevent the total appropriation for the
year from exceeding revenues for that year, or for any other lawful purpose, and the effect of
such reduction is to provide insufficient monies for the continuation of the Contract, the Contract
shall terminate on the date of the beginning of the first fiscal year for which funds have not been

       Upon completion of this Contract, or if terminated earlier, all records, reports, worksheets
or any other materials related to this Contract shall become the property of the State.


      Any claim or controversy arising out of this Contract shall be resolved by the provisions
of LA R.S. 39:1524-1526.


        Contractor hereby agrees that the responsibility for payment of taxes from the funds thus
received under this agreement and/or legislative appropriation shall be said Contractor's
obligation and identified under tax identification number                                  .

                                            Page 18 of 35

        The Contractor shall not assign any interest in this Contract and shall not transfer any
interest in same (whether by assignment or novation), without prior written consent of the
Owner, provided however, that claims for money due or to become due to the Contractor from
the Owner may be assigned to a bank, trust company or other financial institution without such
prior written consent. Notice of any such assignment or transfer shall be furnished promptly to
the Owner.


       It is hereby agreed that the Legislative Auditor of the State of Louisiana and/or the Office
of the Governor, Division of Administration’s Auditor shall have the option of auditing all
accounts of Contractor which relate to this contract.


        This contract shall begin after approval by Office of Contractual Review or its designee
and shall terminate «ContractDays» days thereafter. The beginning date is                 and
the termination date is                        .


       Insurance shall be placed with insurers with an A.M. Best’s rating of no less than A-: VI.

       This rating requirement shall be waived for Worker’s Compensation coverage only.

        Contractor’s Insurance: The Contractor shall not commence work under this Contract
until he has obtained all insurance required herein. Certificates of Insurance, fully executed by
officers of the Insurance Company written or countersigned by an authorized Louisiana State
agency, shall be filed with the State of Louisiana for approval. The Contractor shall not allow
any sub-contractor to commence work on his subcontract until all similar insurance required for
the sub-contractor has been obtained and approved. If so requested, the Contractor shall also
submit copies of insurance policies for inspection and approval of the State of Louisiana before
work is commenced. Said policies shall not hereafter be canceled, permitted to expire, or be
changed without thirty (30) days’ notice in advance to the State of Louisiana and consented to by
the State of Louisiana in writing and the policies shall so provide.

        Compensation Insurance: Before any work is commenced, the Contractor shall maintain
during the life of the Contract, Workers’ Compensation Insurance for all of the Contractor’s
employees employed at the site of the Project. In case any work is sublet, the Contractor shall
require the subcontractor similarly to provide Workers’ Compensation Insurance for all the
latter’s employees, unless such employees are covered by the protection afforded by the
Contractor. In case any class of employees engaged in work under the Contract at the site of the

                                           Page 19 of 35
Project is not protected under the Worker’s Compensation Statute, the Contractor shall provide
for any such employees, and shall further provide or cause any and all subcontractors to provide
Employer’s Liability Insurance for the protection of such employees not protected by the
Workers’ Compensation Statute.

       Professional Liability: Professional Liability (Errors and Omissions) insurance, which
covers the professional errors, acts, or omissions of the Contractor, shall have a minimum limit
of $1,000,000. Claims-made coverage is acceptable.

        Insurance covering Special Hazards: Special hazards as determined by the State shall be
covered by rider or riders in the Commercial General Liability Insurance Policy or policies
herein elsewhere required to be furnished by the Contractor, or by separate policies of insurance
in the amounts as defined in any Special Conditions of the Contract included herewith.

        Licensed and Non-Licensed Motor Vehicle: The Contractor shall maintain during the life
of the Contract, Automobile Liability Insurance in an amount not less than combined single
limits of $1,000,000 per occurrence for bodily injury/property damage. Such insurance shall
cover the use of any non-licensed motor vehicles engaged in operations within the terms of the
Contract on the site of the work to be performed there under, unless such coverage is included in
insurance elsewhere specified.

       Subcontractor’s Insurance: The Contractor shall require that any and all subcontractors,
which are not protected under the Contractor’s own insurance policies, take and maintain
insurance of the same nature and in the same amounts as required of the Contractor.

        THUS DONE AND SIGNED at Baton Rouge, Louisiana, on the day, month, and year
first written above.

                                                    STATE OF LOUISIANA
WITNESSES:                                          DIVISION OF ADMINISTRATION

____________________________________                      JOHN L. DAVIS FP&C DIRECTOR


____________________________________                BY:

                                          Page 20 of 35
PARISH OF «ParishOfContractor»

                                                                PROJECT NO. «ProjectNo»
                                                                NAME «ProjectDiscription»
                                                                LOCATION «CityState»

         Before me, the undersigned authority, duly commissioned and qualified within and for
the      State      and      Parish       aforesaid,      personally      came        and     appeared
representing «Contractor» who, being by me first duly sworn deposed and said that he has read
this affidavit and does hereby agree under oath to comply with all provisions herein as follows:
                                                     PART I.
                Section 2224 of Part II of Chapter 10 of Title 38 of the Louisiana Revised
Statutes, as amended.
                (1) That affiant employed no person, corporation, firm, association, or other
organization, either directly or indirectly, to secure the public contract under which he received
payment, other than persons regularly employed by the affiant whose services in connection with
the construction, alteration or demolition of the public building or Project or in securing the
public contract were in the regular course of their duties for affiant; and
                (2) That no Part of the Contract price received by affiant was paid or will be paid
to any person, corporation, firm, association, or other organization for soliciting the Contract,
other than the payment of their normal compensation to persons regularly employed by the
affiant whose services in connection with the construction, alteration or demolition of the public
building or Project were in the regular course of their duties for affiant.
                                                    PART II.
                Section 2190 of Part I of Chapter 10 of Title 38 of the Louisiana Revised Statutes,
as amended.
                That affiant, if an architect or engineer, or representative thereof, does not own a
substantial financial interest, either directly or indirectly, in any corporation, firm, partnership, or
other organization which supplies materials for the construction of a public work when the
architect or engineer has performed architectural or engineering services, either directly or
indirectly, in connection with the public work for which the materials are being supplied.
                For the purposes of this Section, a "substantial financial interest" shall exclude
any interest in stock being traded on the American Stock Exchange or the New York Stock
                That affiant, if subject to the provisions of this section, does hereby agree to be
subject to the penalties involved for the violation of this section.


SWORN TO AND SUBSCRIBED BEFORE ME THIS                             DAY OF                       , 2012.

                                             Page 21 of 35
EXHIBIT B – Scope of Services

Professional Construction Materials Testing and Inspection for Part 32 - Utility Building

Provide Construction Materials Testing and Inspections required for Part 32 - Utility Building per the identified
tests and inspections in EXHIBIT C and in accordance with the Construction Documents (EXHIBIT E).

The Scope of Services for this NITC shall include all required concrete tests and inspections excluding driven
piles. For all slab and elevated deck pours, the following cylinders will be required: (2) 3 day, (2) 7 day, (2) 28
day, and (1) hold.

Responders to this NITC shall propose means and/or methods that their firm feels will provide efficiency and
increase value in the tests and inspections. It is the responsibility of the Proposer to thoroughly review the
Testing and Inspecting requirements of the Construction Documents, determine appropriate magnitude of scale
for tests and inspections and to provide competitive Unit Prices.

The Proposer is to provide Unit Prices for the tests and inspections in EXHIBIT C. Proposers must provide a
dollar amount for each test and inspection identified. If any unit price item is complete with a zero dollar amount
or is left blank, the Proposal will be deemed non-responsive and rejected.

The successful Construction Materials Testing and Inspection Firm shall provide daily field reports indicating
any tests and inspections performed, the results and or actions resulting from the tests and inspections, and
the hours associated with the inspections. Reports are to be submitted to the Owner within 24 hours of activity
completion. Electronic reports must meet the Owner’s document naming convention. All electronic reports will
have a file name in the following manner: Sequence Number_Date_Report Type_Location (e.g.:
0001_120131_FRP_Level 1). The “Report Type,” “Sequence Number,” and “Location” will be further specified
upon selection of the CMTI Firm.

In the occurrence of Non-Conforming work and or installations, the Construction Materials Testing and
Inspection Firm shall immediately notify the Construction Manager and the Owner. The associated reports
shall be clearly indicated as containing Non-Conforming Work.

The contract sum for Professional Services resulting from this NITC will be equal to 0.9% of the Guaranteed
Maximum Price for the Utility Building. The contract will be for a Not-To-Exceed amount of Three Hundred
Fifteen Thousand dollars ($315,000). The final contract amount will be adjusted to reflect the actual number
of test and inspections performed.

The successful Construction Materials Testing and Inspection Firm will be able to submit Payment Applications
on a monthly basis. The Pay Application will need to include supporting documentation, meeting the
requirements of the Owner, for the number of tests and inspections performed. The Payment Application
documentation shall include, at a minimum, a summarized listing of tests and inspections being billed, the
corresponding report numbers, and visual representation of work completed. The successful firm will develop a
method to show the floorplan of the Utility Building and designate which areas were tested and inspected
during the current Pay Application period and historical data from previous Pay Application periods.

Construction Materials Testing and Inspection Unit Prices shall be all inclusive; including but not limited to
clerical costs, managerial costs, travel costs, document reproduction, Professional Engineer review, and all
other costs.

The successful Construction Materials Testing and Inspection Firm will be expected to attend Pre-Construction
meetings as per notice in specifications.

Construction Materials Testing and Inspection Firm will perform tests as required by the Construction
Documents. The CMTI Firm is to obtain the Construction Documents as applicable to understand the testing
requirements at their own cost.

The Construction Materials Testing and Inspection Firm performing work for the State of Louisiana, Division of
Administration, the Office of Facility Planning & Control shall be accredited by AASHTO.

                                                  Page 22 of 35

                          Page 23 of 35

 Professional Construction Materials Testing and Inspection Services
                      Part 32 - Utility Building

                               New Orleans, Louisiana
                       Project Number 19-610-06B-04 Part 45

        Authorized Representative: Initial in the blank provided for each addenda you received.

        Addendum #1      _______________

        Addendum #2      _______________

        Addendum #3      _______________

        Addendum #4      _______________

        Addendum #5      _______________

        Addendum #6      _______________

        Addendum #7      _______________

        Addendum #8      _______________

        Addendum #9      _______________

        Addendum #10     _______________

        Addendum #11     _______________

        Addendum #12     _______________

BY:     ______________________________________
            Authorized Representative Signature

Name ______________________________________
         Print or type

Date:   ______________________________________

                                           Page 24 of 35

The 100% Construction Documents for Part 32 - Utility Building are posted on the following site:

Click “Enter PlanWell Planroom”
Click “Go” on Public Planroom
Scroll through project listings and select “CMTI for Part 32 - Utility Building.”

                                            Page 25 of 35
EXHIBIT F – PART 32 – Utility Building SCHEDULE

                                       Page 26 of 35
** Dates are subject to change pending final approval of CM@R’s schedule.

                                         Page 27 of 35

                       Page 28 of 35

                               Miscellaneous Contract Provisions

        The following terms and conditions are incorporated into the State of Louisiana
Contract for Professional Services by reference and have the same effect as if included
within the original contract document. Should any of the terms and conditions of these
Miscellaneous Contract Provisions be found to be in conflict with the terms and
conditions included within the Contract for Professional Services, the terms and
conditions of the Contract for Professional Services shall be deem controlling. Where
the word “Contractor” is used within the additional terms and conditions below, it shall
mean the person, firm, entity, or organization entering into the Contract with the State of

        The Contractor shall provide services as defined herein, within the scope of the
current Joint Commission safety standards for construction and remodeling. Contractor
shall comply with all applicable Joint Commission standards and requirements for
construction. Contractor shall ensure, and provide evidence of upon the request of the
Owner, that all of its personnel and subcontractors performing services under this
Agreement have received the necessary training and orientation as applicable for work
performed in a hospital or clinical/patient environment. The Owner expects and
demands that the aforementioned services shall be performed in a manner consistent
with Joint Commission policies and procedures as well as applicable professional
standards. Non-compliance upon the Contractor’s Part shall provide the Owner with the
right to terminate this Agreement.

         1.2     HIPAA REGULATION
         If the work or services required by the Project involves the use of individually
identifiable health information, including but not limited to, medical claims processing or
administration, medical billing services, data analysis or data processing/ administration,
utilization review, benefit management, medical record copying, disposal or review, or
any consulting work in which the Contractor may have access to individually identifiable
health information, the Contractor may be required to sign a Business Associate
Agreement. If a Business Associate Agreement is required by federal law pursuant to
the HIPAA Privacy Rule, Title 45 Code of Federal Regulations ("CFR"), Parts 160 and
164, as determined by the Owner, the Contractor will be required to execute the
required Business Associate Agreement prior to beginning its duties and
         1.3     OSHA
         All work, services, materials, supplies and equipment performed and/or furnished
under the terms of this Agreement shall comply with the requirements and standards
specified in the Williams-Steiger Occupational Safety and Health Act of 1970 (Public
Law 91-596), as amended, as well all other applicable federal, state and local laws,
codes and regulations. All services performed herein must comply with all State of
Louisiana Codes.
                                       Page 29 of 35
       1.4     KEY PERSONNEL
       The following employees of the Contractor are considered to be “Key Personnel”
by the Owner and the Contractor shall ensure that these individuals are assigned to this
Project until completion of the scope of work to which each Key Personnel is assigned.
Key Personnel shall not be removed from or replaced on the Project without prior
written approval from the Owner.

                                       Key Personnel

              Role/Title                      Name of Individual

              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________
              ______________                  ________________

        Contractor shall comply strictly with all local, state, and federal laws, orders and
regulations applicable with its operation and the performance of the Work. This
obligation includes the obligation to comply with all regulations promulgated by state
and local authorities and made applicable to the site. Contractor shall comply with all
rules, regulations, and policies regarding access to site or construction at the site.
Should a change to a code or regulations after award of this Contract affect the cost to
perform the Work, the Contract Sum shall be adjusted consistent with the provisions of
this Contract, including all notice to, and approval by, Owner provisions.

        The failure of the Owner to insist in any one or more instances upon the strict
performance of any of the Contractor’s obligations shall not constitute a waiver of its
right to insist on that performance at any future time. The failure of the Owner to
exercise any option it may possess under this Contract shall not waive the Owner’s right
to exercise that option at any time. An act or omission by the Owner that may be
inconsistent with any of the Owner rights under this Contract shall not waive the
Owner’s right to exercise such rights. No waiver or modifications of any of the Owner
right’s under this Contract shall be construed as a waiver or modification of any other of
the Owner’s right under this Contract. If the Owner makes any payment to the
Contractor in a situation where the Owner knows or could reasonably have known that
                                        Page 30 of 35
the Contractor has breached any of its obligations under this Contract, that payment will
not constitute a waiver of any of the Owner’s rights with respect to that breach. No
waiver, modification, or discharge or any provision of this Contract shall be deemed to
have been made unless expressed in writing and signed by authorized representatives
of both Parties.

       The Contractor hereby certifies that it will not: (1) knowingly employ or contract
with an illegal alien to perform work under this Agreement; or (2) enter into a contract
with a subcontractor that fails to certify to the Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under this Agreement.

       1.7.1 Contractor certifies that it has verified or attempted to verify through
Participation in the Basic Employment Verification Program (“Basic Pilot Program”)
administered by the United States Department of Homeland Security, Citizenship and
Immigration Services that its employees who are performing work under this Agreement
are not illegal aliens ( If Contractor is
not accepted into the Basic Pilot Program prior to entering into this Agreement,
Contractor shall apply to Participate in the Basic Pilot Program every three (3) months
until Contractor is accepted or this Agreement terminates, whichever is earlier. If the
Basic Pilot Program is discontinued during the term of this Agreement, this requirement
to Participate in the Basic Pilot Program shall become null and void.

      1.7.2 Contractor shall not use the Basic Pilot Program as a tool for pre-
employment screening of job applicants while performing services under this

      1.7.3 If Contractor obtains actual knowledge that a subcontractor performing
work under this Agreement knowingly employs or contracts with an illegal alien who is
performing work under this Agreement, Contractor shall be required to:

       (1) Notify the Owner and the subcontractor within three (3) days that
           Construction Manager has actual knowledge that the subcontractor
           Is employing or contracting with an illegal alien who is performing work
           under this Agreement; and
       (2) Terminate the subcontract with the subcontractor if within three (3) days
           Of receiving the notice, the subcontractor does not stop employing or
           Contracting with the illegal alien who is performing work under this
           Agreement; except that Contractor shall not terminate the contract with
           the subcontractor if during such three (3) days, the subcontractor
           provides information to establish that the subcontractor has not
           knowingly employed or contracted with an illegal lien to perform work
           under this Agreement.

      1.7.4 Contractor shall comply with any reasonable request by the Louisiana
Department of Labor (“Department”) made in the course of an investigation that the
Department is undertaking.

                                        Page 31 of 35
        Contractor agrees to maintain a lien-free Project for the benefit of the Owner.
Contractor shall take all action necessary to obtain the prompt discharge of any lien or
claim, including a Verified Statement of Claim, filed against the Owner or Project. If any
lien or claim is filed against the Owner or Project, the Contractor shall promptly, but in
no event more than fifteen (15) consecutive calendar days after request and at its own
cost, obtain the discharge and full release of the lien or claim by providing payment or
filing a surety bond sufficient to discharge said lien or claim. If the Contractor ails to
take the action required by this Agreement to discharge a lien or claim, the Owner shall
have the right, after consultation with the Contractor, to pay all sums, including the
issuance of multi-Party checks payable to the Contractor and the claimant and/or lien
or, where appropriate, necessary to obtain such a discharge and release, and the
Contractor shall be responsible to the Owner for all costs and expenses incurred by the
Owner in obtaining the discharge and release of such lien or claim.

       It is understood and agreed by and between the Parties that the status of the
Contractor shall be that of an independent contractor and it is not intended, nor shall it
be construed, that the Contractor or its employees, officers, subcontractors, or other
personnel are to be considered employees or officers of Owner for any purpose
whatsoever. Contractor is responsible for the operational management, errors and
omissions of its officers and employees. Contractor shall at all times maintain control of
and appropriately supervise its employees, officers and agents. The Parties intend to
act and perform as independent entities and the provisions hereof are not intended to
create any Partnership, joint venture, agency or employment relationship between the
Parties or between a Party and the employees, agents or independent contractors of
the other Party.


             a. By the Contractor: The Contractor shall defend, indemnify and save
                harmless the Owner, Architect and Program Manager and their
                employees, representatives, and agents, from any and all claims,
                demands, damages, losses, suits, actions or proceedings of any kind
                or of any nature whatsoever, including Workers' Compensation claims,
                in any way resulting from or arising out of this Agreement; provided,
                however, that the Contractor need not indemnify or save harmless
                Owner, Architect and Program Manager or their employees,
                representatives, and agents from damages resulting from the
                negligence of Owner, Architect or Program Manager or their
                employees, representatives, and agents. Contractor’s duty to
                indemnify Owner, Architect and Program Manager shall survive the
                                       Page 32 of 35
                 termination of this Agreement.
              b. By the Owner: The Owner, by this Agreement, does not agree to
                 indemnify, hold harmless, exonerate or assume the defense of the
                 Contractor or any other person or entity whatsoever, for any purpose

       The Parties shall use their best good faith efforts to resolve all disputes between
them. It is explicitly agreed that both Parties waive all rights to arbitrate or mediate any
dispute which may otherwise be explicitly or implicitly referenced within this Agreement
or any Contractor Document.

        1.12 SEVERABILITY
        In the event any one or more of the provisions contained in this Agreement shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or non-enforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained in this Agreement and this
Agreement shall be enforced to the fullest extent permitted by law. The Parties agree to
renegotiate in good faith those provisions of the Agreement invalidated so that an
appropriate agreement may be maintained between the Parties.

        1.13 AUTHORIZATION
        Each Party represents to the other that the execution and delivery of this
Agreement has been duly authorized by all necessary corporate or other action, and
that all approvals and consents necessary to enter into this Agreement have been
obtained, and that this Agreement is signed on its behalf by its duly authorized officer,
agent or representative.

        1.14 DEBARMENT
        By signing this Agreement, Contractor hereby represents and warrants to the
Owner that neither it nor its directors, officers or employees are currently excluded,
debarred, proposed for debarment, or otherwise ineligible to Participate in federal health
care programs or in federal procurement or non-procurement programs; nor have they
been convicted of a criminal offense related to the provision of health care items or
services. Contractor further agrees to notify the Owner within three (3) days should it or
any of its directors, officers or employees becomes a debarred person during the term
of this Agreement.

        The Contractor shall not enter into any subcontract, contract, agreement,
purchase order or any other arrangement of any kind (“Arrangement”) for the furnishing
of any portion of the materials, services, equipment rented for use on the Project,
equipment, tools, or any portion of the Work with any Party or entity if such Party or
entity is an “Affiliated Entity”, as defined below, unless such Arrangement has been
approved in writing by the Owner, after full written disclosure by the Contractor to the
Owner of such affiliation or relationship and all details relating to the proposed
Arrangement. Disclosure by the Contractor to, and agreement by the Owner, if agreed
by the Owner, shall be in advance of the Contractor entering into any Agreement with
                                        Page 33 of 35
any “Affiliated Entity”. The term “Affiliated Entity” means any entity related to or
affiliated with or having common Ownership or management with the Contractor or with
respect to which the Contractor has direct or indirect Ownership or control, including,
without limitation, any entity owned in whole or Part by the Contractor; any holder of
issued and outstanding shares of, or the holder of any interest in, the Contractor; any
entity in which any officer, director, employee, Partner or shareholder (or member of the
family of any of the foregoing persons) of the Contractor or any entity owned by the
Contractor has a direct or indirect interest, which interest includes, but is not limited to,
that of a Partner, employee, or agent or shareholder.

      1.15.1      At the Owner’s sole discretion, the Owner shall not reimburse the
Contractor for any cost associated with any Arrangement with any Affiliated Entity, as
defined above, unless the Owner has received full disclosure from the Contractor and
given written approval of the Arrangement prior to the Contractor entering into any

       1.16 CONSTRUCTION
       Each Party has had the opportunity to review this Agreement as Part of an arms-
length transaction, and therefore this Agreement shall be interpreted and construed
according to its fair meaning without consideration as to which Party drafted it. By
submission of its Proposal in response to the Owner’s Notice of Intent to Contract
(NITC), the Contractor agrees to willingly and without delay enter into and execute the
Agreement upon the Owner’s acceptance of the Contractor’s Proposal in response to
the Owners NITC without further negotiation of, or revision to, the terms and conditions
of the Agreement or any other Contract Document.

        This Agreement and all other Contract Documents shall be governed by and
interpreted pursuant to the laws of the State of Louisiana. The Nineteenth Judicial
District Court in and for the Parish of East Baton Rouge, State of Louisiana shall be the
sole and exclusive venue for any action involving disputes arising under or otherwise
involving the work of this Contract or any Subcontract executed pursuant to this
Contract. It is explicitly agreed that this Agreement does not grant either Party the right
to demand arbitration or mediation. This provision shall survive the termination of this


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