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HomeMy WebLinkAboutContract 60393CSC No. 60393 PRE -DEVELOPMENT AGREEMENT Texas A&M — Fort Worth Campus THIS PRE -DEVELOPMENT AGREEMENT (''Agreement") is between the Research and innovation Local Government Corporation. a public non-profit corporation created by the City of Fort Worth ("RILGC"). and AFWP LLC. authorized to do business in Texas. an independent contractor ('`Developer" or "AFWP" and together with RILGC. the "Parties" or individually. a "Party"). for a project generally described as: Texas A&M - Fort Worth Campus ("Project"). Pursuant to that certain Development Partner Request for Proposal issued September 22. 2022 (together with any and all addenda thereto issued from time to time by the City. collectively. the "RFP"). the City of Fort Worth in collaboration with The Texas A&M University System ("TAMUS") sought and received final proposals from a group of qualified parties to serve as the City's development partner in connection with the development of the new Texas A&M — Fort Worth Campus. The City determined that the proposal submitted by Developer on December 7. 2022 in response to the RFP. as amended and supplemented by Developer, best responded to the needs of the City for a development partner for the Project. On February 21. 2023. the Selection Committee recommended to the City Council the selection of Developer to serve as the City's development partner for the Project and authorized the City to enter into exclusive negotiations with Developer of the documentation required to implement the Project. To advance the Project while the necessary components of comprehensive agreements between the RILGC. TAMUS and Developer for the full project are prepared. the Parties now desire to enter into this Pre - Development Agreement to outline the initial respective obligations of the Parties with respect to a certain initial scope of work as outlined on Attachment A (the "Work") to advance the Project. The Agreement documents shall include the following: 1. This Pre -Development Agreement: 2. Attachment "A" — Scope of Services: 3. Attachment "B" — Verification of Signature Authority Form: 4. Attachment "C" — Texas A&M University System Letter Access Permit Form to be executed between Developer and TAMUS; and Attachments "A" through "C", which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Attachments "A" through "C" and the terms and conditions set forth in the body of this Agreement. the terms and conditions of this Agreement shall control. This Agreement shall be effective upon the date each Party receives a fully executed copy of this Pre -Development Agreement. with the activities identified in the Scope of Services to proceed the next business day. I. Development Parcels Pre -Development Agreement Page 1 of 19 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX a. The land subject to development includes Block 2 (bound by Jones St, Calhoun St, 13th St and 14th St). block 4 (bound by Jones St, Calhoun St. 14th St and 15th St) and E 14th Street. between Calhoun Street and Jones Street. b. Block 2: Being all of Lots A and B. Block E-2, Daggett's Addition. an addition to the City of Fort Worth. Texas according to the plat recorded in Volume 388- 96. Page 16, Plat Records of Tarrant County. Texas, conveyed to the Board of Regents of the Texas A&M University System by Special Warranty Deed dated August 7. 2018, as recorded in Instrument No. D218174915, Deed Records of Tarrant County. Texas; and c. Block 4: All of Lots 1 thru 16. Block E-3, Daggett's Addition, an addition to the City of Fort Worth. Texas (unrecorded plat) situated in the J. Childress Survey, Abstract No. 250, Tarrant County. Texas, conveyed to the Board of Regents of the Texas A&M University System by Special Warranty Deed. dated August 7. 2018, as recorded in Instrument No. D21.8174915, Deed Records of Tarrant County, Texas. 2. Scope of Service. a. Developer hereby agrees to perform or to oversee the performance of, as applicable, as an independent contractor the services set forth in the Scope of Services attached hereto as Attachment "A". These services shall be performed in connection with the Project. Nothing in Attachment "A" or any other Attachments to this Agreement shall be construed to change or modify any of the terms and conditions set forth in this Agreement. To the extent the performance of any of the services described in the Scope of Services requires a professional license. Developer shall retain professional(s) who hold the required licenses to perform such services. b. If at any time in the course of the execution of the Scope of Services, the RILGC expands the scope of services, or the Developer believes the RILGC has requested services that are beyond the scope of this Agreement. the Developer shall submit a proposal for additional fees and a written agreement shall be reached on said proposal prior to the Developer proceeding with the work considered to be beyond the scope of this Agreement. The Developer shall not perform any additional services without a written agreement with the RILGC that specifies the additional fees to be paid in connection therewith. Any services provided prior to reaching a written agreement on additional fees will be non- compensable. c. Additional services, if any, will be requested in writing by the RILGC. RILGC shall not pay for any work performed by Developer or its sub -consultants, subcontractors and/or suppliers that has not been ordered in writing. It is specifically agreed that Developer shall not be compensated for any alleged additional work resulting from oral orders of any person. d. The Developer shall advise the RILGC as to the necessity of the RILGC's providing or obtaining additional services and data from others required in connection with the Project at the RILGC's cost and expense (which services and data the Developer is not Pre -Development Agreement Page 2 of 19 to provide hereunder but on which the Developer may rely in performing services hereunder), and act as the RILGC's representative in connection with any such services of others. 3. Compensation. a. RILGC shall pay Developer for the services rendered pursuant to this Agreement an amount of Seven Hundred Ninety Thousand, Four Hundred and 00/100 Dollars ($790,400.00). plus Developer service fees in the amount of Forty -Five Thousand. Six Hundred and 00/100 Dollars ($45,600.00). Developer shall not perform any additional services for the RILGC not specified by this Agreement unless the RILGC requests and approves in writing the additional costs for such services. RILGC shall not be liable for any additional expenses of Developer not specified by this Agreement unless RILGC first approves such expenses in writing. RILGC agrees all invoices of Developer are due and payable within thirty (30) days of receipt. The RILGC will endeavor to pay all invoices to Developer within fifteen (15) days of receipt. Should a portion of an invoice he contested by RILGC, payment of such contested amount, upon resolution, will be made within thirty (30) days after RILGC's receipt of the revised invoice. Amounts not contested shall be paid within thirty (30) days after RILGC's receipt of the revised invoice. b. The Developer shall provide lien waivers (conditional upon receipt of pending payments for progress invoices and unconditional for final invoice) from itself and all third parties performing lienable work as a part of the services in a form acceptable to the City as a component of the supporting documentation for the invoice. c. The Developer shall provide monthly invoices to the RILGC with a statement detailing the costs incurred during such month, together with supporting documentation. Upon termination of this Agreement, the Developer shall provide the RILGC with a final invoice consistent with such monthly statements and shall release the RILGC from all claims and liabilities under this Agreement for anything related to, done, or furnished in connection with the services for which payment is made, including any known act or omission of the RILGC in connection with such services except for issues specifically identified by Developer in writing to the RILGC. d. Term. Unless terminated pursuant to the terms herein. this Agreement shall be for a term of one hundred twenty (120) days from the Effective Date. 4. Independent Contractor. a. Developer shall operate hereunder as an independent contractor, and not as an officer. agent. servant. or employee of the RILGC. Developer shall have exclusive control of and the exclusive right to control the details of the Work to be performed hereunder and all persons performing same and shall be solely responsible for the acts and omissions of its officers, agents. employees, contractors and subcontractors. The doctrine of respondeat superior shall not apply as between RILGC and Developer, its officers, agents. employees. consultant. and sub -consultants, and nothing herein shall be construed as creating a partnership or joint venture between RILGC and Developer. Pre -Development Agreement Page 3 of 19 b. All Work performed pursuant to this Agreement shall be provided consistent with the level of competence, care, skill and diligence typically provided by developers providing similar services under similar conditions and complexities. 5. Professional Competence and Indemnification. a. Work performed by Developer shall comply in all aspects with all applicable local. state and federal laws and with all applicable rules and regulations promulgated by the local, state and national boards, bureaus and agencies. Approval by the RILGC shall not constitute or be deemed to be a release of the responsibility and liability of Developer or its officers, agents, employees, consultants and sub -consultants for the accuracy and competency of its services performed hereunder. b. Developer shall indemnify. hold harmless, and defend the RILGC against third -party claims of liability for any property or bodily damage caused by or resulting from an act of negligence, intentional tort, intellectual property infringement, or failure to pay consultants or subconsultants committed by the Developer or Developer's agent. Developer under contract, or another entity over which the Developer's exercises control. In addition. provided that RILGC pays all undisputed invoices properly submitted by Developer in accordance with this Agreement, Developer shall indemnify, hold harmless and defend RILGC against claims made by any consultant based on Developer's failure to pay any amount due to such consultant. c. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS PRE - DEVELOPMENT AGREEMENT, WHICH INCLUDES. BUT SHALL NOT BE LIMITED TO. (I) DAMAGES INCURRED BY THE RILGC FOR RENTAL EXPENSES, FOR LOSSES OF USE. INCOME. PROFIT. FINANCING. BUSINESS AND REPUTATION. AND FOR LOSS OF MANAGEMENT OR EMPLOYEE PRODUCTIVITY OR OF THE SERVICES OF SUCH PERSONS: AND (II) DAMAGES INCURRED BY THE DEVELOPER FOR PRINCIPAL OFFICE EXPENSES INCLUDING THE COMPENSATION OF PERSONNEL STATIONED THERE. FOR LOSSES OF FINANCING. BUSINESS AND REPUTATION. AND FOR LOSS OF PROFIT. THIS PROVISION IS APPLICABLE. WITHOUT LIMITATION. TO ALL CONSEQUENTIAL DAMAGES DUE TO EITHER PARTY'S TERMINATION OF THIS PRE -DEVELOPMENT AGREEMENT. 6. Procedures for Providing Development Services a. The Developer may not change key personnel without the RILGC's written approval, with such approval not to be unreasonably conditioned or withheld. Developer, by separate correspondence, shall identify to the RILGC prior to the commencement of services under this Agreement its key personnel for the Project. Developer shall provide to RILGC. with its executed copy of this Agreement. an Authorized Signature form, a form of which is provided as Attachment "B". identifying all authorized personnel of Developer empowered to bind Developer through written agreements with the RILGC, including the Pre -Development Agreement Page 4 of 19 signature of those authorized representatives. b. Programming and Concept Design Phase: i. The Developer shall become familiar with the site and scope of the Project. 11. The Developer shall consult with the RILGC to clarify and ascertain its understanding of the RILGC and TAMUS requirements relative to the Project and available data. iii. The Developer shall become familiar with TAMUS's Office of Facilities Planning and Construction ("FP&C") and Developer Project Guidelines ("DPG") and these requirements should be specifically referenced and incorporated into all phases of the Work. iv. The Developer shall prepare a written Concept Design Package defining project goals, program. architectural concepts, site and floor plans, principal equipment, finishes and area -based cost estimates. v. The Developer shall pay (subject to reimbursement by RILGC) for the printing of documents required for design submittals and presentations, consistent with the budget. vi. Developer shall not proceed to the Schematic Design Phase until the RILGC has provided written approved of the Concept Design Package, updated development budget and updated development schedule. c. RILGC, and to the extent necessary representatives of TAMUS, shall meet periodically with Developer to review and comment on the progress of the Work of this Agreement. Such meetings shall occur at least twice monthly or as is needed for the orderly advancement of the Work. d. RILGC shall review and comment on Developer's final deliverables due under this Agreement within two weeks of receiving such documents and the Parties agree to reconcile and approve or reject those documents in the week that follows RILGC's review period. In the event the RILGC rejects the deliverables. Developer shall submit its final billing for payment by RILGC and this Agreement shall expire. In the event the Parties approve the deliverables due under this Agreement, including approvals by the RILGC, the TAMUS Board of Regents and the City of Fort Worth. the Parties, working in good faith. shall establish a project schedule to promptly and, subject to approval, endeavor to enter into another agreement for the next phase of pre -development activities necessary to achieve financial close. e. All designs. drawings, specifications. ,documents, and other work products of the Developer's contractors and subcontractors, including architects, engineers and consultants. whether in hard copy or in electronic form, are instruments of service for this Project. whether the Project is completed or not. Reuse, change. or alteration by the RILGC or by others acting through or on behalf of the RILGC of any such instruments of service without the written permission of the Developer will be at the RILGC's sole risk. The Pre -Development Agreement Page 5 of 19 RILGC shall own the designs, drawings. specifications and documents produced under this Agreement provided RILGC has complied with the terms of this Agreement. Transfer of ownership of the contract documents to an entity related to the RILGC or TAMUS does not constitute sale of the documents. 7. RILGC Responsibilities. a. The RILGC shall assign a representative with respect to the Project for the purposes of transmitting instructions, receiving information. interpreting and defining City of Fort Worth policies and decisions with respect to the Developer's services. The RILGC shall notify Developer in writing of the name and contact information of its representative prior to the commencement of the work under this Agreement. b. Bear all costs incident to RILGC's compliance with this Agreement. c. Provide criteria and information as to City of Fort Worth and TAMUS requirements. d. Assist Developer in obtaining existing studies, reports and other available data and services of others pertinent to the Project and in obtaining additional reports and data as required. e. Pursuant to a separate Letter Access Permit, the form of which is included as Attachment C. the Developer shall arrange for access directly with TAMUS to allow Developer and Developer's consultants to enter upon TAMUS property as may be required to perform the services hereunder. including geotechnical investigations and environmental assessments, in accordance with the development schedule. f. Review all reports. recommendations and other documents and provide written decisions pertaining thereto within a reasonable time consistent with the development schedule. g. Examine all studies, reports. sketches. drawings, specifications, proposals and other documents presented by Developer. obtain advice of an attorney, insurance counselor and other architects as it deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of Developer. 8. Insurance. a. Developer and Developer's consultants shall not commence work under this Agreement until it has obtained all insurance required under this Article and the RILGC has approved such insurance. nor shall Developer's Architect allow any subconsultants to commence work on its subcontract until all similar insurance of the subconsultants has been so obtained and approval given by the RILGC: provided. however. Developer and Developer's Architect may elect to add any subconsultant as an additional insured under its liability policies. Pre -Development Agreement Page 6 of 19 Commercial General Liability $1,000.000 each occurrence $2.000,000 general aggregate limit Automobile Liability $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Coverage shall be on any vehicle used in the course of the Project. Worker's Compensation Coverage A: statutory limits Coverage B: $100.000 each accident $500,000 disease — policy limit $100,000 disease — each employee Professional Liability Insurance — To be provided by Developer's professional consultants $1,000,000 Errors & Omissions $2,000.000 Annual Aggregate b. Additional Insurance Requirements: i. Except for workers compensation, professional liability, or employer's liability insurance coverage under Developer's worker's compensation insurance policy, the RILGC. its officers, employees and servants shall be endorsed as an additional insured on Developer's and its consultant's insurance policies required in section 8.a above. ii. Certificates of insurance shall be delivered to the Property, Management Department, Attention: Brian R. Glass, AIA, Architectural Services Manager, 401 West 13th Street, Fort Worth, Texas 76102 or via electronic mail at brian.glass(cr fortworthtexas.gov prior to commencement of Work. iii. Any failure on part of the RILGC to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein. iv. Each insurance policy shall be endorsed to provide the RILGC a minimum thirty days' notice of cancellation. non -renewal. and/or material change in policy terms or coverage. A ten days' notice shall be acceptable in the event of non-payment of premium. v. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A: VII or equivalent measure of financial strength and solvency. vi. Other than worker's compensation insurance. in lieu of traditional insurance. RILGC may consider alternative coverage or risk Pre -Development Agreement Page 7 of 19 treatment measures through insurance pools or risk retention groups. The RILGC must approve in writing any alternative coverage. vii. Workers' compensation insurance policy( s) covering employees employed on the Project shall be endorsed with a waiver of subrogation providing rights of recovery in favor of the RILGC. viii. RILGC shall not be responsible for the direct payment of insurance premium costs for Developer's insurance. ix. Developer's insurance policies shall each be endorsed to provide that such insurance is primary protection and any self -funded or commercial coverage maintained by RILGC through the City shall not be called upon to contribute to loss recovery. x. In the course of the Agreement, Developer shall report, in a timely manner. to RILGC's officially designated contract administrator any known loss occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. xi. Developer's liability shall not be limited to the specified amounts of insurance required herein. xii. Upon the request of RILGC, Developer and Developer's consultants shall provide complete copies of all insurance policies required by this Agreement: however, Developer or its consultant may redact proprietary information that may be contained in the insurance policies. 9. Transfer or Assignment. RILGC and Developer each bind themselves, and their lawful successors and assigns. to this Agreement. The Parties or their lawful successors and assigns. shall not assign. sublet or transfer any interest in this Agreement without prior written consent of the other Party. 10. Termination of Contract. a. RILGC or Developer may terminate this Agreement at any time and for any reason by providing the other party with thirty (30) days written notice of termination. b. In the event that this Agreement is terminated for convenience by either party during the Term of this Agreement. the RILGC shall pay Developer for services actually rendered up to the effective date of termination. In the event of a RILGC termination for convenience or a Developer termination for cause, the RILGC will also pay to Developer a termination fee of Seventy Nine Thousand, Forty Dollars ($79.040). Developer shall continue to provide RILGC with services requested by RILGC and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason. Developer shall provide RILGC with copies of all completed and partially completed documents prepared under this Agreement. In the event Developer has received access to RILGC information or data as a requirement to perform services hereunder. Developer shall return all RILGC provided data to RILGC in a machine readable format or other format acceptable to RILGC. Pre -Development Agreement Page 8 of 19 c. All reports, whether partial or complete, prepared under this Agreement, including any original drawings or documents. whether furnished by the RILGC, its officers. agents. employees. Architects. or contractors, or prepared by Developer's Architect, shall be or become the property of the RILGC, and shall be furnished to the RILGC prior to or at the time such services are completed, or upon termination or expiration of this Agreement and payment to Developer of sums due under this Agreement. 11. Right to Audit. a. Developer agrees that the RILGC, or its assigns, shall. until the expiration of three (3) years after final payment under this Agreement, have access to and the right to examine any directly pertinent books. documents, papers and records of Developer involving transactions relating to this Agreement. Developer agrees that the RILGC shall have access during normal working hours to all necessary facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. RILGC shall give Developer reasonable advance notice of intended audits. b. Developer further agrees to include in all its subcontracts hereunder, a provision to the effect that the subcontracting consultant agrees that the RILGC shall. until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine any directly pertinent books, documents, papers and records of such sub -consultant, involving transactions to the subcontract, and further, that RILGC shall have access during normal working hours to all sub -consultant facilities, and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this Article. RILGC shall give Developer and any sub -consultant reasonable advance notice of intended audit. c. Developer, on behalf of itself and its sub -consultants agrees to photocopy such books, documents. papers and records or provide electronic copies of such hooks, documents, papers and records as may be requested by the RILGC. The RILGC agrees to reimburse Developer for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time photocopying is performed. 12. Business Equity Firm Participation. In accordance with the City of Fort Worth Business Diversity Enterprise Ordinance, as amended, the City has goals for the participation of minority business enterprises and/or small business enterprises in City contracts. Developer acknowledges the Business Equity Firm goals established for this Agreement and its accepted written commitment to Business Equity Firm participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Developer may result in the termination of this Agreement and debarment from participating in City or RILGC contracts for a period of time of not less than three (3) years. The Parties acknowledge and agree that the scope of work under this Agreement is a preliminary component of a larger project and the success or failure to comply with Business Equity Firm goals will be established with the execution of the full project and not solely by the performance under this Agreement. 13. Observe and Comply. Developer. Developer's Architect. its contractors. Pre -Development Agreement Page 9 of 19 consultants. and subconsultants shall at all times observe and comply with all federal. state. and local laws and regulations and with all City ordinances and regulations which in any way affect this Agreement and the work hereunder, and shall observe and comply with all orders. laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. Developer agrees to defend, indemnify and hold harmless RILGC and all of its officers, agents and employees from and against all third -party claims or liability arising out of the violation of any such order. law, ordinance. or regulation, whether it be by itself or its employees. 1 4. Venue and Jurisdiction. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 15. Contract Construction. The Parties acknowledge that each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party must not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. 16. Severability. The provisions of this Agreement are severable, and if any word, phrase, clause, sentence, paragraph. section or other part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such word, phrase. clause. sentence. paragraph. section, or other part of this Agreement to other persons or circumstances shall not be affected thereby and this Agreement shall be construed as if such invalid or unconstitutional portion had never been contained therein. 17. Immigration Nationality Act of 1952 (8 USC Ch 12. as amended). RILGC actively supports the Immigration & Nationality Act (INA), which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Developer shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Developer shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request and subject to any applicable law concerning the disclosure of personally identifiable information (PII), provide RILGC with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Developer shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Developer shall provide RILGC with a certification letter that it has complied with the verification requirements required by this Agreement. Developer shall indemnify RILGC from any third -party penalties or liabilities due to willful violations of this provision. RILGC shall have the right to immediately terminate this Agreement for willful and material violations of this provision by Developer. 18. No Boycott of Israel. If Developer has fewer than 10 employees or the Agreement is for less than $100.000. this section does not apply. Developer acknowledges that in accordance Pre -Development Agreement Page 10 of 19 with Chapter 2270 of the Texas Government Code. the RILGC is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Agreement, Developer certifies that Developer's signature provides written verification to RILGC that Developer: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 19. Prohibition on Boycotting Energy Companies. Developer acknowledges that in accordance with Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13. § 2). the RILGC is prohibited from entering into a contract for goods or services that has a value of $100.000 or more. which will be paid wholly or partly from public funds of the RILGC, with a company (with 10 or more full-time employees) unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 13. § 2). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the RILGC that Developer: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 20. Prohibition on Discrimination Against Firearm and Ammunition Industries. Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19. § 1) the RILGC is prohibited from entering into a contract for goods or services that has a value of $100,000 or more which will be paid wholly or partly from public funds of the RILGC, with a company (with 10 or more full- time employees) unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate." "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code (as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1). To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Developer certifies that Developer's signature provides written verification to the RILGC that Developer: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 21. Headings. The headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Agreement. 22. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other Party via electronic mail and confirmed by hand -delivery or via U.S. Postal Service certified Pre -Development Agreement Page 11 of 19 mail return receipt requested, postage prepaid. to the address of the other Party shown below: RILGC: Property Management Department Attn: Brian R. Glass, AIA Architectural Services Manager Address: 401 West 131h Street Fort Worth, Texas 76103 Email: briar.glass(clfortworthtexas.gov Research Attn: Address: Email: and Innovation Local Government Corporation Robert Sturns Economic Development Director 1150 South Freeway, Suite 106 Fort Worth, Texas 76104 robert.sturns@fortworthtexas.gov fortworthtexas.gov Developer: AFWP, LLC Attn: Address: Email: And Attn: Address: Email: 23. The Parties agree James R. Martin, Managing Director Edgemoor Infrastructure & Real Estate 7900 Westpark Drive, Suite 12300 McLean, Virginia 22102 Jamie.Martin a Edgemoor.com Scott Ozymy, Executive Vice President KDC Development LLC 8115 Preston Road. Suite 700 Dallas, TX 75225 scott.ozymy a,kdc.com this Agreement does not set any precedence for terms or conditions of future agreements for this Project. Signature pages follow this page. Pre -Development Agreement Page 12 of 19 FORT WORTH: Research and Innovation Local Government Corporation By: Elizabeth Beck (Nov 1, 2023 12:22 CDT) Name: Elizabeth Beck Title: President Date: Nov 1, 2023 Approval Recommended: By: Name: Roger Venables Title: Aviation System Director Attest: Gdoo� °sFo�Z°! k820By: o*A Name: Jannette Goodall adan nEza5a4p Title: City Secretary Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract. including ensuring all performance and reporting requirements. By: Name: Brian Glass Title City Architect 6-(4.e0 Approved as to Form and Legality: C 5t� By: Name: John B. Strong Title: Senior Assistant City Attorney Contract Authorization: Resolution No. FWRILGC 2023-03 Pre -Development Agreement Page 13ofl9 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DEVELOPER: AFWP LLC By: Edgemoor Infrastructure & Real Estate LLC Name: James R. Martin Title: Managing Director / Chief Development Officer Date: October 2013 By: KDC Development LLC Name: Title: Date: October 10-'3 Pre -Development Agreement PagL 14 of 19 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DEVELOPER: AFWP LLC By: Edgemoor Infrastructure & Real Estate LLC Name: James R. Martin Title: Managing Director / Chief Development Officer Date: October_, 2023 By: 'CDC Development LLC Name: Al, S &TT' czt, ALI Title: VP Date: October 42023 Pre -Development Agreement Page 14 of 19 ATTACHMENT "A" Scope of Services Pre -Development Construction and Design Enabling Scope of Work Concept Design and Budget Development The Pre -Development Enabling Scope of Work, as contemplated and budgeted for in the Pre -Development Schedule to Close, will commence Conceptual Design and Budget, and guide construction and design based on the results of Program of Requirements validation. Geotechnical and Site Assessment studies. Concept Design will outline the function and form of the building and generate enough validity to inform initial building massing and elevation drawings, floor plan stackings, general gross square footage and building layout. It will provide a baseline for Hard Cost (building material and labor costs) budgets, to be further refined in each design phase. Additionally. it will provide content to generate marketing materials and collateral used to market the property to the community, news media, internal and external stakeholders, potential donors and potential tenants. The proposed scope is as follows, and will take approximately 90 days to complete once commenced, not including LGC and/or University approvals, and is subject to receipt of the Program of Requirements for the academic spaces, parking requirements and determination of the viability of closing 14°i Street between Calhoun Street and Jones Street: Design (0-90 days) • Concept Design Package o Generation of a Concept Design Package sufficient to update construction budget pricing and development schedule o Program of Requirements validation o TAMUS Developer Project Guidelines validation o Creation of a Site plan o Parking solution with recommended car counts and depth of sub grade and podium parking (based on RILGC parking affordability parameters) o Building massing and stacking based on program direction o Floor plate and core concept with vertical circulation, etc. o Shell concept with material intent o Massing diagrams o Representational renderings, similar to those prepared for the RFQ proposal o Exploration of permitting and entitlements based on desired massing (one physical structure versus two) Site Investigation (0-90 clays) • Geotechnical (Phase I) Pre -Development Agreement Page 15 of 19 o Site/Ground borings. testing and geologic evaluation. to verify potential excavation depth, foundation system recommendations and site parameters • Boundary and Topographical Survey o Field -verify property boundaries and encumbrances, and prepare current property plats based on complete title reports for the project properties o Document existing conditions. including topography. subterrain utility infrastructure and any obstructions and creation of a model and digital mapping of subgrade conditions o Establish project control information in coordination with RILGC and City and adjacent projects • Enviromnental Site Assessment o Performance of Phase I, and if necessary Phase II, environmental site assessments, to determine level of environmental and/or hazardous materials abatement or remediation work, if any. Construction (30-90 days) • Updated Hard Cost budgeting, based on updated Concept Package • Update preliminary construction schedule • Initial site logistics plan and coordination plan with adjacent on -going development projects Developer (60 —120 days) • Proforma update and rental rate forecasts • Updated Soft and Financing Costs, based on updated Concept Package • Project Budget and Schedule Update • Updated Permitting / Entitlement Schedule and Budget o Street closure and City vacation of right-of-way process defined o Parcel Re -platting / consolidation process defined • Preliminary coordination plan with adjacent active development projects, including the Law and Education Building and the Convention Center projects • Initial assessment of utility service availability and capacity and development of preliminary plans to secure services • Summary narrative of Project concept Concept Design Work Product Utilization The above deliverables. comprising the Concept Design and Concept Development Budget. will be submitted to the RILGC for comments and approval to advance the Project as contemplated in the Pre -Development Agreement. Collectively. the RILGC, TAMUS and Developer will assess and confirm the viability of Pre -Development Agreement Page 16 of 19 the Project to move forward prior to committing to the next funding level. This process, beyond the Concept Design Update phase, will require engagement with potential industry partners (previously identified as Lockheed Martin, Elbit, and Alcon) to assess viability of committed commercial leases, verification of parking development capital sources, agreement of development schedule and timing for commercial and financial close as well as significant milestones (City Council. RILGC Board. Board of Regents, etc. approvals). Subject to a subsequent agreement to continue Development Services, Developer's Schematic Design will determine the building areas (common areas, circulation areas, rentable areas, and building core), physical space requirements of HVAC and MEP, confirm or revise the total building square footage. and commence permitting and entitlement activities (as needed). These actions will further inform Project Hard Costs, the total Project budget, and the Project schedule. Pre -Development Agreement Page 17 of 19 ATTACHMENT "B" VERIFICATION OF SIGNATURE AUTHORITY (INSERT FIRM NAME & ADDRESS' Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind Developer and to execute any agreement, amendment or change order on behalf of Developer. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Developer. RILGC is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Developer. Developer will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. RILGC is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by Developer. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Signature of President / CEO Other Title: Date: Pre -Development Agreement Page 18 of 19 ATTACHMENT "C" TAMUS LETTER ACCESS PERMIT FORM (LETTER ACCESS PERMIT to be appended separately) Pre -Development Agreement Page 19 of 19 Office of General Counsel THE TEXAS A&M UNIVERSITY SYSTEM October 6, 2023 LETTER ACCESS PERMIT AFWP LLC c/o Edgemoor Infrastructure & Real Estate Attn: Mr. Rey Sully 7900 Westpark Drive, Suite T300 McLean, VA 22102 Sent via Electronic Mail to Rey.Sally@Edgemoor.com RE: Authorization for Temporary Access to certain property owned by The Texas A&M University System located in the City of Fort Worth, Tarrant County, Texas, for AFWP LLC to Perform Due Diligence Investigations of the Property (the "PROJECT"). To Whom It May Concern: This letter access permit ("PERMIT") is provided to you by the Board of Regents of' The Texas A&M University System ("A&M SYSTEM") and is intended to serve as a permit to allow AFWP LLC and/or its agents ("COMPANY") tempora►y access onto property owned by A&M SYSTEM located in the City of Fort Worth, Tarrant County, Texas (the "PROPERTY"), more particularly described and depicted in Exhibit "A" and Exhibit "B" attached hereto and made a part hereof, to perform due diligence investigations of the PROPERTY (the "SCOPE OF WORK") as described in Exhibit "C" attached hereto and made a part hereof. Rights granted under this PERMIT are expressly conditioned on the following: 1) This PERMIT is strictly limited to the PROPERTY and will commence on the date which is the Effective Date of the Pre -Development Agreement between the Research and Innovation Local Government Corporation, a public non-profit corporation created by the City of Fort Worth ("RILGC") and AFWP LLC and will expire 120 days thereafter. 2) Permission for entry to the PROPERTY must be obtained by contacting Kimberly McCuistion, Associate Vice Chancellor & Director, Vice Chancellor of Research of The Texas A&M University System Fort Worth Ca►npus at 979-458-0243 (email:kmccuistion@tamus.edu) at least forty-eight (48) hours prior to entry. 3) COMPANY and its Agents shall have the right of ingress to and egress over the PROPERTY as may be necessary to exercise COMPANY's rights herein. 301 Tarrow Street, 6"' Floor • College Station, Texas 77840-7896 Phone (979) 458-6120 • Fax (979) 458-6150 • www tams edu/legal LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page -2- COMPANY and its Agents shall exercise such right in such manner as shall not occasion injury or inconvenience to A&M SYSTEM. COMPANY agrees that damages to or destruction of the PROPERTY will be repaired by COMPANY in a manner acceptable to A&M SYSTEM, as appropriate. A&M SYSTEM has the option, in its sole discretion, to accept money damages from COMPANY in lieu of the repairing of the PROPERTY. 4) A&M SYSTEM will have the right to declare this PERMIT terminated for reasonable cause, without prejudice to any claim A&M SYSTEM may have against COMPANY; provided, however, A&M SYSTEM will give COMPANY written notice of its intention to terminate and the reasons therefore, and COMPANY shall have ten (10) calendar days after receipt of such notice to rectify the default or violation. Upon timely correction, as determined by A&M SYSTEM in its sole discretion, this PERMIT will remain in full force and effect. 5) COMPANY acknowledges that it is aware of and will comply with all applicable laws and procedures governing excavation and utility location, including but not limited to Texas Utilities Code, Title 5, Chapter 251 — Underground Facility Damage Prevention and Safety, Texas 811 utility locate program, and any other local laws and regulations. 6) COMPANY's mere discovery of Hazardous Materials (defined as "hazardous substances," "regulated substances," "hazardous wastes" or "solid wastes" (as such terms are defined and/or used in applicable Environmental Laws), including, without limitation, asbestos, lead paint and polychlorinated byphenyls or environmentally deleterious material in amounts and concentrations, the uncontained presence of which would require remediation or clean-up to conform to applicable Environmental Laws) on the PROPERTY in the course of its conduct of the diligence studies pursuant to this PERMIT shall not impose any liability on COMPANY to remove or otherwise mitigate such Hazardous Materials. THIS PERMIT IS GRANTED TO COMPANY WITH THE FULL UNDERSTANDING AND CONDITION THAT COMPANY SHALL INDEMNIFY AND HOLD A&M SYSTEM HARMLESS FROM AND AGAINST ANY AND ALL THIRD -PARTY CLAIMS, LIABILITIES, OR CAUSES OF ACTION FOR PERSONAL INJURY, DEATH, OR DAMAGE TO OR DESTRUCTION OF PROPERTY OR IMPROVEMENTS CAUSED BY COMPANY, ITS EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER PERSONS ACTING UNDER COMPANY'S DIRECTION, OR OTHERWISE ARISING OUT OF THE EXERCISE OF RIGHTS GRANTED UNDER THIS PERMIT. COMPANY EXPRESSLY ACKNOWLEDGES ITS AFFIRMATIVE DUTY TO NOT USE THE PROPERTY OR ALLOW THE PROPERTY TO BE USED IN A WAY THAT WOULD CAUSE OR ALLOW ANY CONTAMINATION OF THE PROPERTY BY OIL, GASOLINE, HAZARDOUS MATERIALS, HAZARDOUS WASTES, OR OTHER CHEMICAL COMPOUNDS. COMPANY IS SOLELY RESPONSIBLE FOR CLEANUP OF ANY CONTAMINATION RESULTING FROM ITS ACTIVITIES ON THE PROPERTY. COMPANY IS EXPRESSLY PLACED ON NOTICE OF THE NATIONAL HISTORICAL PRESERVATION ACT OF 1966 (PB-89-66, 80 STATUTE 915; 16 U.S.C.A. §470) AND LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page -3- THE ANTIQUITIES CODE OF TEXAS, CHAPTER 191, TEX. NAT. RES. CODE ANN. BEFORE BREAKING GROUND AT THE PROPERTY, COMPANY MUST NOTIFY THE TEXAS HISTORICAL COMMISSION ("THC"). AN ARCHEOLOGICAL SURVEY, AT COMPANY'S SOLE COST AND EXPENSE, MIGHT BE REQUIRED BY THE THC BEFORE BREAKING GROUND, CONSTRUCTION OR INSTALLATION OF ANY IMPROVEMENTS CAN COMMENCE. FURTHER, IN THE EVENT THAT ANY SITE, OBJECT, LOCATION, ARTIFACT OR OTHER FEATURE OF ARCHEOLOGICAL, SCIENTIFIC, EDUCATIONAL, CULTURAL OR HISTORIC INTEREST IS ENCOUNTERED DURING THE ACTIVITIES AUTHORIZED BY THIS PERMIT, COMPANY WILL IMMEDIATELY CEASE SUCH ACTIVITIES AND WILL IMMEDIATELY NOTIFY A&M SYTEM SO THAT ADEQUATE MEASURES MAY BE UNDERTAKEN BY COMPANY TO PROTECT OR RECOVER SUCH DISCOVERIES OR FINDINGS, AS APPROPRIATE. Notwithstanding the above, unless required by THC, the SCOPE OF WORK under this PERMIT does not require notification to the THC or performance of an archeological survey prior to commencement of the SCOPE OF WORK. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, TO THE EXTENT AUTHORIZED BY THE CONSTITUTION AND THE LAWS OF THE STATE OF TEXAS, NEITHER COMPANY NOR A&M SYSTEM SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LETTER ACCESS PERMIT, WHICH INCLUDES, BUT SHALL NOT BE LIMITED TO, (I) DAMAGES INCURRED BY A&M SYSTEM FOR RENTAL EXPENSES, FOR LOSSES OF USE, INCOME, PROFIT, FINANCING, BUSINESS AND REPUTATION, AND FOR LOSS OF MANAGEMENT OR EMPLOYEE PRODUCTIVITY OR OF THE SERVICES OF SUCH PERSONS; AND (II) DAMAGES INCURRED BY THE COMPANY FOR PRINCIPAL OFFICE EXPENSES INCLUDING THE COMPENSATION OF PERSONNEL STATIONED THERE, FOR LOSSES OF FINANCING, BUSINESS AND REPUTATION, AND FOR LOSS OF PROFIT. THIS PROVISION IS APPLICABLE, WITHOUT LIMITATION, TO ALL CONSEQUENTIAL DAMAGES DUE TO EITHER PARTY'S TERMINATION OF THIS LETTER ACCESS PERMIT. A&M SYSTEM will not be liable for any costs of COMPANY, COMPANY's contractors, subcontractors or any other person or entity as a result of any encounter described in this PERMIT. INSURANCE A. COMPANY shall obtain and maintain, for the duration of this PERMIT or longer, the nlininlull insurance coverage set forth below. All coverage shall be written on an occurrence basis. All coverage shall be underwritten by companies authorized to do business in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code and have a financial strength rating of A- or better and a financial strength rating of VII or better as measured by A.M. Best Company or otherwise acceptable to A&M SYSTEM. By requiring such minimum insurance, the A&M SYSTEM shall not be deemed or construed to have assessed the risk that may be applicable to COMPANY under this PERMIT. LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page-4- COMPANY shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage. COMPANY is not relieved of any liability or other obligations assumed pursuant to this PERMIT by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types. No policy will be canceled without unconditional written notice to A&M SYSTEM at least ten days before the effective date of the cancellation. l) Worker's Compensation Statutory Benefits (Coverage A) Employers Liability (Coverage B) Statutory $1,000,000 Each Accident $1,000,000 Disease/Employee $1,000,000 Disease/Policy Limit Worker's compensation policy must include under Item 3.A. on the information page of the workers' compensation policy the state in which work is to be performed for A&M SYSTEM. Workers' compensation insurance is required, and no "alternative" forms of insurance will be permitted. 2) Automobile Liability Business auto liability insurance covering all owned, non -owned or hired automobiles, with limits of not less than $1,000,000 single limit of liability per accident for bodily injury and property damage; 3) Commercial General Liability Commercial general liability insurance with the following minimum limits of coverage: Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Products / Completed Operations $1,000,000 Personal/ Advertising Injury $1,000,000 Damage to rented Premises $300,000 Medical Payments $5,000 The required commercial general liability policy must be issued on a form that insures COMPANY's or its subcontractors' liability for bodily injuy (including death), property damage, personal and advertising injuy assumed under the terms of this PERMIT. 4) Umbrella Liability Insurance $5.000,000 B. COMPANY must deliver to A&M SYSTEM evidence of insurance on a Texas Department of Insurance approved certificate form verifying the existence and actual limits of all insurance prior to the execution and delivery of this PERMIT and prior to the performance of any services by COMPANY under this PERMIT. COMPANY LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page -5- must provide additional evidence of insurance on a Texas Department of Insurance approved certificate form verifying the continued existence of all required insurance no later than thirty (30) days after each annual insurance policy renewal. C. Commercial General Liability and Auto Liability policies must be endorsed to name The Texas A&M University System Board of Regents ("BOARD OF REGENTS") and A&M SYSTEM as additional insureds up to the actual liability limits of the policies maintained by COMPANY. The commercial general liability additional insured endorsements must include on -going and completed operations afforded by CG 20 10 (10 01 Edition or equivalent) and CG 20 37 (10 01 Edition or equivalent). Commercial general liability and business auto liability policies must be written on a primary and non-contributory basis. Copies of each endorsement must be submitted with the certificate of insurance. The Umbrella policy, at minimum, must follow form. D. All insurance policies must be endorsed to provide a waiver of subrogation in favor of the BOARD OF REGENTS and A&M SYSTEM. E. All insurance policies will be endorsed to require the insurance carrier providing coverage to send notice to A&M SYSTEM at least ten (10) days prior to the effective date of cancellation, material change, or non -renewal relating to any insurance policy. F. Any deductible or self -insured retention must be declared to and approved by A&M SYSTEM prior to the performance of any services by COMPANY under this PERMIT. COMPANY shall pay any deductible or self -insured retention for any loss. All deductibles and self -insured retentions must be shown on the certificates of insurance. G. The insurance coverage required by this PERMIT must be kept in force until thirty (30) days after the later of expiration of this PERMIT or COMPANY has completed its due diligence inspections and all of its equipment and employees or agents have exited the PROPERTY. H. If any insurance policy is issued on a "claims made" basis, the retroactive date shall be prior to or coincident with the effective date of the PERMIT. COMPANY shall either maintain "claims made" forms coverage for a minimum of three (3) years following the expiration or earlier termination of the PERMIT, providing A&M SYSTEM with a Renewal Certificate of insurance annually or purchase an extended reporting period ("tail") for the same period. Certificates of insurance and additional insured endorsements as required by this PERMIT along with any notices or other related communications must be addressed as follows: LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page -6- With a copy to: The Texas A&M University System Attn: System Land Management Office 301 Tarrow, Suite 262 College Station, Texas 77840-7896 Phone: (979) 458-2388 Email: energy@tamus.edu The Texas A&M University System Office of General Counsel Attn: Property & Construction 301 Tarrow St., 611' Floor College Station, Texas 77840-7896 Phone: 979-458-6120 Email: property@tamus.edu This PERMIT is in force and effect upon receipt by the System Land Management Office of a signed copy of this PERMIT. BOARD OF REGENTS OF THE TEXAS A&M UNIVERSITY SYSTEM, an agency of the State of Texas By: Pft/;\" GINA JOSEPH Managing Counsel, Property & Construction Office of General Counsel The Texas A&M University System APPROVED AS TO FORM: SPH A. BROWN Assistant General Counsel (Oil & Gas) Office of General Counsel The Texas A&M University System LF#2022-0062 I 32; Fort Worth Campus Site Investigation October 6, 2023 Page -7- ACCEPTED: AFWP LLC By: JAMES ' . MARTIN Manager *By executing this PERMIT, the above signatory for COMPANY represents to the Board of Regents of The Texas A&M University System that he/she is an authorized signatory of COMPANY and can bind COMPANY under the terms of this PERMIT. LF#2022-0062 I 32; Fort Worth Campus Site Investigation October 6, 2023 Page -8- EXHIBIT "A" Legal Description of the PROPERTY a. The land subject to development includes Block 2 (bound by Jones St, Calhoun St, 13th St and 14th St), block 4 (bound by Jones St, Calhoun St, 14th St and 15th St) and E 14th Street, between Calhoun Street and Jones Street. b. Block 2: Being all of Lots A and B, Block E-2, Daggett's Addition, an addition to the City of Fort Worth, Texas according to the plat recorded in Volume 388- 96, Page 16, Plat Records of Tarrant County, Texas, conveyed to the Board of Regents of the Texas A&M University System by Special Warranty Deed dated August 7, 2018, as recorded in instrument No. D218174915, Deed Records of Tarrant County, Texas; and c. Block 4: All of Lots 1 that 16, Block E-3, Daggett's Addition, an addition to the City of Fort Worth, Texas (unrecorded plat) situated in the J. Childress Survey, Abstract No. 250, Tarrant County, Texas, conveyed to the Board of Regents of the Texas A&M University System by Special Warranty Deed, dated August 7, 2018, as recorded in Instrument No. D218174915, Deed Records of Tarrant County, Texas. LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page -9- EXHIBIT "B" Depiction of the PROPERTY LF#2022-0062132; Fort Worth Campus Site Investigation October 6, 2023 Page -10- EXHIBIT "C" Scope of Work The SCOPE OF WORK to be performed on the PROPERTY includes the following: 1. Geotechnical investigations, including borings into the ground at various locations on the PROPERTY; 2. Environmental investigations, including site inspections of the PROPERTY to complete Phase 1, and if needed, Phase [I, environmental site assessments; 3. Surveys of the PROPERTY to identify boundaries, topography, utility locations, encumbrances and existing improvements on the PROPERTY; and 4. Photographic survey and documentation of the existing conditions of the PROPERTY. RESOLUTION NO. FWRILGC-2023-03 RESEARCH AND INNOVATION LOCAL GOVERNMENT CORPORATION RESOLUTION OF THE BOARD OF DIRECTORS WHEREAS, the Research and Innovation Local Government Corporation ("RILGC") and City of Fort Worth selected Aggieland Fort Worth Partners, LLC ("Developer") to develop the parcels on the TAMUS downtown Fort Worth campus that do not include the Law and Education Building ("Research Development"); and WHEREAS, the RILGC and Developer desire to enter into a pre -development agreement in which Developer will among other work develop a concept plan for the Research Development. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE RESEARCH AND INNOVATION LOCAL GOVERNMENT CORPORATION: 1. The RILGC is hereby authorized to enter into a predevelopment agreement in a not to exceed amount of one million dollars ($1,000,000) to detail the predevelopment of the Research Development, including but not limited to the following actions: commence conceptual design and budget, and guide construction and design based on the results of program of requirements validation, geotechnical and site assessment studies for the Research Development. 2. This Resolution takes effect from the date of its adoption. Adopted this September 26, 2023. Bv: Elizabetl Beck President Attest: c-)=0,,,AAualto i40.-cox29 Jannette Goodall Corporate Secretary