HomeMy WebLinkAboutContract 62460CSC No. 62460
DESIGN AND PRE -CONSTRUCTION AGREEMENT
Texas A&M — Fort Worth Campus
THIS DESIGN AND PRE -CONSTRUCTION AGREEMENT ("Agreement") dated as of
Dec 17, 2024 (the "Effective Date") is made 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" and together with RILGC, the "Parties" or individually, a "Party"), for the RIB
project as defined below and more fully described in Attachments "B", "E" and "F" (collectively,
the "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 of Fort Worth,
Texas (the "City"), collectively, the "RFP"), the City, in collaboration with The Texas A&M
University System ("TAMUS"), a third party beneficiary of the representations, warranties and
covenants of this Agreement and entitled to enforce the terms hereof as if it were an original parry
hereto, 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. The Parties executed that certain Pre -
Development Agreement between the Parties, dated November 1, 2023 (as amended by that certain
First Amendment to Pre -Development Agreement between the Parties, dated February 22, 2024,
and as further amended by that certain Second Amendment to Pre -Development Agreement
between the Parties, dated June 26, 2024, and as further amended by that certain Third Amendment
to Pre -Development Agreement between the Parties, dated August 13, 2024), under which
Developer was to perform certain pre -development services as defined therein. Notwithstanding
its third parry beneficiary rights under this Agreement, TAMUS (a) shall be bound by any
modifications to this Agreement and by any directions, approvals, or waivers issued by RILGC
pursuant to this Agreement, and (b) shall only be entitled to exercise its rights under this
Agreement through RILGC, it being the intent of the Parties unless and until RILGC assigns its
rights under this Agreement to TAMUS, TAMUS shall not be entitled to exercise its rights or
otherwise enforce this Agreement independently from RILGC.
Upon the completion of the Services hereunder, RILGC further intends to engage Developer to
perform services necessary to complete the remainder of the development of the Project contingent
upon a required lease agreement between the RILGC and TAMUS to finance debt service for space
to be occupied by TAMUS entities. Engagement shall be in the form of a new agreement.
The Parties now desire to enter into this Design and Pre -Construction Agreement to advance the
Proj ect.
OFFICIAL RECORD
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The Agreement documents shall include the following:
1. This Design and Pre -Construction Agreement;
2. ATTACHMENT "A" — Project Development Milestone Schedule;
3. ATTACHMENT `B" — Research and Innovation Building ("RIB") project Scope
of Services;
4.
ATTACHMENT "C"
— Verification of Signature Authority Form;
5.
ATTACHMENT "D"
— Texas A&M University System Letter Access
Permit Form to
be executed between Developer and TAMUS;
6.
ATTACHMENT "E"
— Recognition of Initial Design Concept;
7.
ATTACHMENT "F"
— Project Description;
8.
ATTACHMENT "G"
— Developer's Costs and Fees Schedule;
9.
ATTACHMENT "H"
— Future Documentation and Tenanting Strategy;
10.
ATTACHMENT "I" —
Developer's Contractors;
11.
ATTACHMENT "J" —
Key Personnel;
12.
ATTACHMENT "K"
— Dispute Resolution Process; and
13.
ATTACHMENT "L"
— TAMUS Developer Project Guidelines dated February 1,
2024.
Attachments "A" through "L", 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 "L" 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 Effective Date as first written above provided each
Parry has received a fully executed copy of this Design and Pre -Construction Agreement, with the
activities identified in the Scope of Services to proceed the next business day following the
Effective Date.
1. Development Parcels. The Project will be designed to be developed on the
following development parcels (the "Development Parcels"):
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.
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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;
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.
D218174915, Deed Records of Tarrant County, Texas; and
2. Scone of Services.
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 and incorporated herein as Attachment "B" (such services, the "Services"). These Services
shall be performed in connection with the Project, which is further defined in Attachments ` E"
and "F". To the extent the performance of any of the Services described in the Scope of Services
requires a professional license, Developer shall be responsible for retaining such licenses,
including, as necessary, by retaining such professional(s) who hold the required licenses to perform
such Services, it being understood that the costs of retaining, engaging, and paying such
professionals shall be reimbursed to Developer.
b. The Project goals upon which the scope of services and the compensation
structure in this Agreement are based include the following target values for costs and size of the
several components of the Project listed below:
Space Budget Target Area Target
Academic Space — Core & Shell and Fit- $150
out (the "Academic Space") ,000,000 150,0000 GSF
Two floors above Academic Space —Core
& Shell (the "Core and Shell Space") $40,000,000 60,000 GSF
Parking at a ratio of 3 per 1,000 sf for the
Included above 180 Spaces
Core and Shell Space
Public / University Parking (the "TIF
$40,000,000 TBD
Parking")
University Parking (the "University TBD TBD
Parking")
Optional Core & Shell Floor (the "Optional $23,000,000 30,000 GSF
Core and Shell Space")
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C. Developer includes in its scope and compensation structure the initial fit -
out design services for one of the two Core and Shell Space floors through the Schematic Design
phase, and design of the core and shell space through contract documents. In the event the program
or uses for the Core and Shell Space are not resolved by the end of Schematic Design phase, or
Design Development phase if tenant fit -out is not included in the design services, one or both of
the floors designated for Core and Shell Space may be deleted from the scope of services with the
approval of the RILGC and with a reduction in design fee equal to the remaining balance of the
base design fee payable for such reduced core and shell design services. If one or both of the floors
is retained in the scope of services, and fit -out design services related to these floors are requested
beyond the Schematic Design phase, the Parties shall negotiate, and subject to RILGC approval,
enter into an Additional Services agreement (as defined below) to recognize the change in scope.
d. The University Parking is contemplated to be any feasible parking that the
Project design can accommodate that is excess to the parking provided for the Core and Shell
Space and the maximum number of spaces that can be provided for the target budget of the TIF
Parking. In the event RILGC determines the University Parking is desirable for the Project, the
Parties shall negotiate, and subject to RILGC approval, enter into an Additional Services
agreement (as defined below) to recognize the change in scope.
e. Developer includes in its scope and compensation structure design services,
inclusive of initial fit -out design, for the Optional Core and Shell Space through the Schematic
Design phase after which, if the design of the Optional Core and Shell Space is to continue, the
Parties shall negotiate, and subject to RILGC approval, enter into an Additional Services
agreement (as defined below) to include complete design of the Optional Core and Shell Space in
the scope of services.
f. If at any time in the course of the execution of the Services hereunder, (a)
RILGC expands the scope of the Project, (b) Developer believes RILGC has requested services
that are beyond the Scope of Services, (c) the Term of the Agreement is expanded, or (d) in the
event of a change in Applicable Laws (as defined in Section 5 below) which in any way affects
this Agreement or the Services hereunder (subparts (a) through (d), "Additional Services"),
Developer shall submit a proposal for Additional Services fees and a written agreement shall be
reached on said proposal prior to Developer proceeding with such Additional Services. Once the
Additional Services are agreed to in a written agreement of the Parties, they shall become part of
the Services and governed by the applicable terms hereunder. Developer shall not perform any
Additional Services without a written agreement with RILGC that specifies the additional fees to
be paid in connection therewith. Any Additional Services provided by Developer prior to reaching
a written agreement on additional scope and fees will be non-compensable.
g. Additional Services, if any, will be requested in writing by RILGC or
Developer. RILGC shall not pay for any Services performed by Developer or the contractors,
consultants, or professionals Developer directly engages for the Project (collectively,
"Developer's Contractors") that has not been ordered in writing. It is specifically agreed that
Developer shall not be compensated for any alleged Additional Services resulting from oral orders
of any person.
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h. Attachment "I" includes a list of Developer's Contractors identified by
Developer, which list may be added to, subtracted from, or modified from time to time. In
executing this Agreement, RILGC hereby approves Developer's engagement of the Developer's
Contractors identified in Attachment "I". Should Developer seek to add to, subtract from, or
modify, from time to time, Developer shall make a written request for RILGC's approval therefor,
which approval shall not be unreasonably withheld, conditioned, or delayed.
i. Developer shall advise RILGC as to the necessity of RILGC's providing or
obtaining Additional Services and data from others required in connection with the Project at
RILGC's cost and expense (which services and data Developer is not to provide hereunder but on
which Developer may rely in performing Services hereunder), and shall recommend the hiring of,
and advise RILGC with respect to the selection of, appropriate consultants for such specialized
Project -related services ("Specialty Consultants"). Notwithstanding the foregoing, RILGC
hereby agrees that Developer will not be liable for any acts or omissions of any such Specialty
Consultants. RILGC shall directly contract with any and all such Specialty Consultants.
j. Developer agrees to cooperate with RILGC and TAMUS in connection with
the matters set forth on Attachment "H" in an effort to move the Project forward during the Term.
3. Compensation.
a. RILGC shall pay Developer for the Services rendered pursuant to this
Agreement an amount not to exceed Seventeen Million Eight Hundred Seventy Nine Thousand
Seven Hundred Forty Seven Dollars ($17,879,747.00), plus Developer service fees in an amount
not to exceed One Million Seven Hundred Forty Three Thousand Nine Hundred Eighty Dollars
($1,743,980.00) (collectively, the "Developer's Costs and Fee"). The Parties acknowledge and
agree that the service fees included in Developer's Costs and Fees includes an allotment for
ordinary expenses typically incurred by developers while performing the services similar to the
Services, including travel, room and board, and other expenses; such allotment is based on the
assumptions of the size, scope, and duration of the Project and this Agreement, based on facts
currently known to Developer, and should such assumptions or facts changed, Developer may seek
additional compensation therefor. RILGC shall not be liable for any additional expenses of
Developer not specified by this Agreement unless RILGC first approves such expenses in writing.
The Developer's Costs and Fee shall be invoiced monthly, and paid in monthly installments by
RILGC, in accordance with the schedule set forth in Attachment "G". RILGC will pay Developer
in monthly installments and otherwise in accordance with the Prompt Payment Act (Chapter 2251
of the Texas Government Code) and provisions of this Agreement. If RILGC disputes any amount
in an invoice, it will provide written notice to Developer as soon as practical prior to the time that
payment would otherwise be due. Should a portion of an invoice be contested by RILGC: (1)
RILGC shall pay all uncontested portions of such invoice in accordance with the Prompt Payment
Act and (2) payment of such contested amount, upon resolution, will be made in accordance with
the Prompt Payment Act after RILGC's receipt of the revised invoice. Notwithstanding the
provisions of the Prompt Payment Act (Chapter 2251 of the Texas Government Code), RILGC
will make best efforts to pay all invoices within 15 days of the approval of such payment. Amounts
unpaid and undisputed will bear interest pursuant to the Prompt Payment Act (Chapter 2251 of the
Texas Government Code). For avoidance of doubt, it is intended that the payments for the Services
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and Developer's Cost and Fee are to be paid on a monthly basis.
b. In the event Developer, in collaboration with the RILGC, determines that
budgeted funds of a line item cost identified in Attachment "G" Developer's Costs and Fee
Schedule are not needed to complete an obligation under this Agreement, it shall reallocate those
funds ("Re -allocable Funds") as provided below:
i. First, to any cost line items that Developer, with RILGC
acknowledgment (such RILGC acknowledgement is not required
for Re -allocable Funds equal to or less than $25,000), anticipates
will have insufficient budget funding to meet the obligations of this
Agreement;
ii. Second, upon Developer's determination that the first condition is
satisfied, Developer, in conjunction with RILGC, may reallocate
unneeded and available funds for Additional Services, if any are
agreed to, not included in the original Scope of Services. Such
reallocation and the related services shall be negotiated in good faith
between the Parties and agreed upon as required by this Agreement;
and
iii. Lastly, all unused line item costs (excluding associated Developer's
Costs and Fees included in the Project Administration & Overhead
line item) shall revert to the RILGC.
C. In the event Developer determines that use of the Project Contingency is
required, Developer shall submit a written request for approval to use Project Contingency to
both the RILGC and its authorized representative (as provided in Section 7.a of the Agreement).
The RILGC or its authorized representative shall provide a written response to Developer's Project
Contingency use request within five (5) business days of receiving the request. Such response shall
either approve the request or reject the request with a reasonable explanation for such rejection. If
Developer does not receive a written response from the RILGC or its authorized representative
within five (5) business days, Developer shall consider the request to be approved.
d. In the event of a dispute between RILGC and Developer over any amounts
that Developer claims are due under an invoice, RILGC shall continue to cause payments to be
made in accordance with this Agreement of all undisputed amounts provided that Developer
continues to perform its Services under this Agreement. If RILGC fails to cause payment to be
made to Developer of any undisputed amount when properly due and payable, Developer may,
upon ten (10) days written notice to RILGC, suspend its Services on the Project until payment of
the undisputed amount owing is received and the Parties negotiate an equitable adjustment to the
Agreement to account for impacts resulting from the suspension of Services, if any, and document
such adjustment in an Additional Service agreement that is subject to approval by the RILGC. Any
disputed amounts shall be subject to and decided in accordance with the dispute resolution process
set forth in Attachment "K".
C. Developer shall provide lien waivers (conditional upon receipt of pending
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payments for progress invoices and unconditional for final invoice) from itself and all third parties
performing lienable work or services in connection with the Services on the Texas statutory form
as a component of the supporting documentation for the invoice.
f. Developer shall provide monthly invoices to RILGC with a statement
detailing the costs incurred during such month, together with supporting documentation. Upon
termination or expiration of this Agreement, Developer shall provide RILGC with a final invoice
consistent with such monthly statements and, upon Developer's receipt of all sums due to
Developer under this Agreement, shall release 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 RILGC in connection with such Services
except for (i) issues specifically identified by Developer in writing to RILGC, (ii) any matter which
was not known or reasonably discoverable to Developer at the time of final payment, and (iii) any
matter arising from the RILGC's insurance and indemnification obligations under this Agreement.
g. Term. Unless terminated or extended pursuant to the terms herein, this
Agreement shall terminate on the earlier of. (a) sixty (60) days after the completion of the Services;
or (b) four hundred [400] days from the Effective Date (collectively, the "Term"). TIME IS OF
THE ESSENCE IN PERFORMANCE OF THE SERVICES. The obligation of the RILGC to pay
Developer amounts due to Developer pursuant to the terms of this Agreement shall survive the
termination of this Agreement with respect to amounts which were unpaid as of the date of
termination.
4. Independent Contractor; Standard of Care.
a. Developer shall operate hereunder as an independent contractor, and not as
an officer, agent, servant, or employee of RILGC. Developer shall have exclusive control of and
the exclusive right to control the details, means, methods, and manner in which its Services are to
be performed hereunder and all persons performing same, and, as between Developer and RILGC,
shall be solely responsible for the acts and omissions of its officers, agents, employees, and
Developer's Contractors. The doctrine of respondeat superior shall not apply as between RILGC
and Developer, its officers, agents, employees, and Developer's Contractors, and nothing herein
shall be construed as creating a partnership or joint venture between RILGC and Developer.
b. All Services performed pursuant to this Agreement shall be provided
consistent with the standard of care defined in Attachment "B" and otherwise in a manner
consistent with the established TAMUS Developer Project Guidelines included in Attachment "L"
for the Research and Innovation Building project. Developer agrees to diligently furnish its skills
and judgment and to perform the Services, in accordance with the Standard of Care. DEVELOPER
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
IMPLIED, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
C. By entering into this Agreement, Developer does not commit itself to enter
into binding transaction documents referenced in the Scope of Services. The Parties recognize that
the Developer must first negotiate the terms of the transaction documents before exercising its sole
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and absolute discretion to enter into them.
5. Professional Competence and Indemnification.
a. Services 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 in effect as of the Effective Date
(collectively, "Applicable Laws"). Approval by RILGC shall not constitute or be deemed to be a
release of the responsibility and liability of Developer or its officers, agents, employees, or
Developer's Contractors for the accuracy and competency of its Services performed hereunder.
b. LIABILITY - DEVELOPER WILL BE LIABLE AND RESPONSIBLE
FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND PERSONAL INJURY,
INCLUDING, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF DEVELOPER, ITS OFFICERS, REPRESENTATIVES,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS
C. GENERAL INDEMNIFICATION — DEVELOPER HEREBY
COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND RILGC,
ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, AND EMPLOYEES, FROM
AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR PROPERTY
LOSS (INCLUDING ALLEGED PHYSICAL DAMAGE OR PHYSICAL LOSS TO THE
PROPERTY OWNER'S BUSINESS AND ANY RESULTING LOST PROFITS) AND
PERSONAL INJURY, INCLUDING, BUT NOT LIMITED TO, DEATH, TO ANY AND ALL
PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
DEVELOPER, ITS OFFICERS, AGENTS, REPRESENTATIVES, SERVANTS, EMPLOYEES,
CONTRACTORS, OR SUBCONTRACTORS IN THE PERFORMANCE OF THE SERVICES.
NOTWITHSTANDING THE FOREGOING, DEVELOPER SHALL NOT BE LIABLE TO
DEFEND, INDEMNIFY, AND HOLD HARMLESS RILGC FROM ANY LIABILITIES
(INCLUDING ANY CLAIMS OR LAWSUITS OF ANY KIND) TO THE EXTENT CAUSED
BY THE NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF RILGC
OR ITS OFFICERS, MEMBERS, MANAGERS, DIRECTORS, AGENTS, APPOINTED OR
ELECTED OFFICIALS, VOLUNTEERS, CONTRACTORS, CONSULTANTS, AND
EMPLOYEES.
d. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS 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 DEVELOPER FOR PRINCIPAL OFFICE EXPENSES
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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 AGREEMENT.
6. Procedures for Providinfz Development Services
a. Developer may not change key personnel ("Key Personnel") without
RILGC's written approval, with such approval not to be unreasonably conditioned or withheld.
Developer shall identify to RILGC prior to the commencement of Services under this Agreement
a list of Key Personnel for the Project, which list of Key Personnel shall be incorporated into this
Agreement as Attachment "J". The foregoing Key Personnel requirements shall not apply in the
case of personnel which: (1) retires or leaves the employ of Developer; (2) becomes physically
incapacitated and unable to perform their assigned services; or (3) takes leave approved by
Developer or under Applicable Laws, including pursuant to the Family Medical Leave Act of
1993.
b. Developer shall provide to RILGC, with its executed copy of this
Agreement, an Authorized Signature form, a form of which is provided as Attachment "C",
identifying all authorized personnel of Developer empowered to bind Developer through written
agreements with RILGC, including the signature of those authorized representatives.
C. RILGC, and to the extent necessary representatives of TAMUS, shall meet
periodically with Developer to review and comment on the progress of the Services under this
Agreement. Such meetings shall occur at least twice monthly or as is needed for the orderly
advancement of the Services.
d. Upon payment of all amounts due and payable hereunder, all designs,
drawings, specifications, documents, and other work products of Developer's Contractors,
including architects, engineers and consultants (the "Deliverables"), whether in hard copy or in
electronic form, are instruments of service for this Project, whether the Project is completed or not,
and shall be assignable to the RILGC, TAMUS, or a third party designated by the RILGC. Use,
reuse, change, or alteration of the Deliverables by RILGC or by others acting through or on behalf
of RILGC without the written permission of Developer will be at RILGC's sole risk. RILGC shall
own, and to the extent RILGC does not own under Applicable Laws, RILGC shall have a fully
paid up, irrevocable, royalty -free license to use, the Deliverables. Transfer of ownership, or
license, as applicable, of the contract documents to TAMUS or an entity related to RILGC does
not constitute sale of the documents. In addition, all warranties, if any, related to the Deliverables
and benefits of the design contract shall run to the benefit of RILGC or TAMUS and be
transferrable to RILGC or TAMUS. IN THE EVENT RILGC (OR ITS ASSIGNEES OR
LICENSEES) USES THE DELIVERABLES WITHOUT RETAINING DEVELOPER, SUCH
PARTY SHALL RELEASE DEVELOPER AND ITS OFFICERS, AGENTS, AND
EMPLOYEES, FROM ALL CLAIMS, CAUSES OF ACTION AND LIABILITIES ARISING
FROM SUCH USES. THE TERMS OF THIS SECTION 6 SHALL SURVIVE TERMINATION
OR EXPIRATION OF THIS AGREEMENT.
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e. Notwithstanding the foregoing, RILGC acknowledges and agrees that
RILGC shall have no ownership, title, or other rights to any intellectual property (including
copyrights, patents, trademarks, trade secrets, know-how, and other proprietary rights) that was (a)
owned, controlled, or developed by Developer or Developer's Consultants on or before the
Effective Date or (b) created by Developer or Developer's Consultants outside the Scope of
Services hereunder (the "Background IF'), even if the Background IP was used in developing or
included within any Deliverables and regardless of whether the Background IP has been registered
with the appropriate governing body having jurisdiction, is protected under common law, has been
reduced to practice, has been perfected, or otherwise; provided, however, Developer and/or
Developer's Consultants shall provide a license to RILGC in the Background IP to the extent
necessary to effectuate and/or for Developer to use or utilize the Deliverables as contemplated
under this Agreement.
f. In the event Developer should wind up its affairs or declare insolvency or
bankruptcy prior to the expiration of this Agreement or during any period of warranty, or upon a
termination of the Agreement, provided the RILGC has paid all sums due hereunder, Developer's
contracts with its architects, engineers and consultants for the development of the Deliverables
shall be assigned to RILGC or TAMUS, if so directed by RILGC, debts and liabilities
notwithstanding.
7. RILGC Responsibilities.
a. The RILGC, in collaboration with TAMUS, shall assign an authorized
representative with respect to the Project for the purposes of transmitting instructions, receiving
information, interpreting and defining City policies and decisions with respect to Developer's
Services, upon which instructions, information, interpretation and definitions Developer shall be
entitled to rely. The RILGC shall notify Developer in writing of the name and contact information,
along with any limits of authority, of its representative prior to the commencement of the work
under this Agreement.
b. Bear all costs incident to compliance with this Agreement.
C. Provide, timely and in accordance with the Project Development Milestone
Schedule, approvals, comments, criteria and information as to City and TAMUS requirements.
d. Pursuant to a separate Letter Access Permit, the form of which is included
as Attachment "D", Developer shall arrange for access directly with TAMUS to allow Developer
and Developer's Contractors and Specialty 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. In the event access to
the property is not available to Developer and such inability to access the property materially
affects the performance of Developer's Services, Developer and RILGC shall negotiate an
equitable adjustment to the Agreement to reflect such impact, if any and document such adjustment
in an Additional Service agreement that is subject to approval by the RILGC.
e. Review all reports, recommendations and other documents and provide
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written decisions pertaining thereto within a reasonable time consistent with the Project
Development Milestone Schedule (as provided in Attachment "A").
f. Promptly and timely (in view of required deadlines and timeframes
provided by Developer) review, respond to, and approve all design document submissions,
requests, requisitions, and submittals made by Developer.
g. Furnish all reports, surveys, and consultants necessary for the performance
of the work of the Project. Without limiting the foregoing sentence, RILGC shall make available
studies and other documents in the RILGC's possession relating to the Project and the
Development Parcels, including but not limited to, site environmental studies, feasibility studies,
surveys, historic preservation studies, and geotechnical studies, without waiving any privilege of
confidentiality related thereto, as reasonably necessary to perform the Developer's diligence
investigations. Developer may rely upon the accuracy and completeness of such studies and
documents.
h. Cooperate with Developer in the development of the Project and perform
all obligations under this Agreement to be performed by RILGC.
8. Insurance.
a. Developer shall not commence Services under this Agreement until it has
obtained all insurance required under this Article and RILGC has approved such insurance, nor
shall any of Developer's Contractors commence, or allow any of their subcontractors or
subconsultants to commence, services or work on its subcontract until all similar insurance has
been so obtained and approval given by RILGC; provided, however, Developer and Developer's
Contractors may elect to add any such subcontractors or subconsultants as an additional insured
under its liability policies.
Commercial General Liability Insurance with limits of not less than:
Each Occurrence Limit $1,000,000
Damage to Rented Premises $ 300,000
Personal & Advertising Injury $1,000,000
General Aggregate $2,000,000
Products - Completed Operations Aggregate $2,000,000
The required commercial general liability policy will be issued on a form that fully insures
Contractor's or its subcontractor's liability for bodily injury (including death), property
damage, personal and advertising injury assumed under the indemnification provision of
this Agreement, up to the limits of the required insurance policies.
Business Auto Liability Insurance covering all owned, non -owned or hired automobiles,
with limits of not less than $1,000,000 Combined Single Limit per accident for Bodily
Injury and Property Damage. Coverage shall be on any vehicle used by Developer or
its consultants, contractors or vendors in the course of providing Services for the
Proj ect.
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Workers' Compensation Insurance with statutory limits, and Employer's Liability
Insurance with limits of not less than $1,000,000:
Workers' Compensation policy must include under 3.A. on the information page of the
workers' compensation policy the state in which work is to be performed for RILGC. Such
insurance shall cover liability arising out of the Developer's employment of workers and
anyone for whom the Contractor may be liable for workers' compensation claims.
Workers' compensation insurance is required, and no "alternative" forms of insurance shall
be permitted.
Professional Liability Insurance — with limits of not less than $5,000,000 each occurrence
/ $10,000,000 annual aggregate. Such insurance shall cover all services rendered by the
Developer and its consultants under the Agreement. Policies written on Claims -Made basis
shall maintain the same retroactive date as in effect at the inception of this Agreement.
Contractor agrees to purchase an Extended Reporting Period effective for two (2) full years
after the expiration or cancellation of this policy. Developer may require lower
Professional Liability Insurance limits for sub -consultants and subcontractors as Developer
deems appropriate.
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, RILGC and TAMUS, and their
respective 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. Policies will also be
endorsed to provide primary and non-contributory coverage.
ii. Evidence of insurance on a Texas Department of Insurance
approved certificate form verifying the existence of all insurance
after the execution and delivery of this Agreement and prior to the
performance or continued performance of any services to be
performed by Developer under this Agreement.
iii. Certificates of insurance shall be delivered to the Economic
Development Department, Attention: Robert Sturns, Economic
Development Director, 100 Fort Worth Trail, Fort Worth,
Texas 76102 or via electronic mail at
rbert.sturns(&fortworthtexas.eov, prior to commencement of
Services.
iv. Any failure on part of RILGC to request required insurance
documentation shall not constitute a waiver of the insurance
requirements specified herein.
V. Each insurance policy shall be endorsed to provide RILGC a
minimum thirty days' notice of cancellation, non -renewal, and/or
material change in policy terms or coverage. A ten days' notice shall
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be acceptable in the event of non-payment of premium.
vi. 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.
vii. Other than worker's compensation insurance, in lieu of traditional
insurance, RILGC may consider alternative coverage or risk
treatment measures through insurance pools or risk retention groups.
The RILGC must approve in writing any alternative coverage.
viii. All insurance policies shall be endorsed with a waiver of
subrogation providing rights of recovery in favor of RILGC.
ix. RILGC shall not be responsible for the direct payment of insurance
premium costs for Developer's insurance.
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. In the event of a claim or occurrence covered by insurance and upon
the request of RILGC, Developer and Developer's contractors shall
provide complete copies of all insurance policies required by this
Agreement. However, Developer or its contractors 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, except to affiliates, any obligations or responsibilities
in this Agreement without prior written consent of the other Party, except as otherwise specifically
provided in this Agreement. For the avoidance of doubt, the Deliverables and all warranties related
thereto may be assigned to RILGC and TAMUS and/or as provided in Section 6.d, above.
10. Termination of Contract.
a. Written Notice. RILGC may terminate this Agreement at any time and for any
reason by providing Developer with 30 days' advance written notice of termination.
b. Non -appropriation of Funds. In the event no funds or insufficient funds are
appropriated by RILGC in any fiscal period for any payments due hereunder, RILGC will notify
Developer of such occurrence and this Agreement will terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to RILGC of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated, including costs for the orderly and effective termination of the Services.
RILGC shall notify Developer in writing at least 60 days in advance of, and not more than 90 days
in advance of, the expiration date of an appropriation period that may be subject to a non -
appropriation event and resulting termination of this Agreement. In the event a non -appropriation
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event occurs, the Parties shall develop and implement an acceptable termination plan to allow the
orderly completion of work and shutdown of operations within the funds available under the
existing appropriation.
C. For Cause. RILGC or Developer may terminate this Agreement at any time for
cause (including breach of this Agreement) by providing the other Party with thirty (30) days
written notice of termination. In the event of a termination for cause, the Party seeking to terminate
this Agreement for cause shall provide the other Party notice and a reasonable opportunity to cure
such breach (not to exceed fifteen (15) days, unless such breach is incapable of being cured in such
time, in which the cure period shall be for so long as reasonably necessary to cure such breach, not
to exceed thirty (30) days).
d. In the event of any termination under this Agreement, Developer shall continue to
provide RILGC with Services requested by RILGC and in accordance with this Agreement up to
the effective date of such termination, and RILGC will pay for such Services in accordance with
the Agreement. Upon termination of this Agreement for any reason, and subject to Developer
receiving payment of all sums due up to the date of termination, Developer shall provide RILGC
with copies of all completed and partially completed Deliverables. In the event Developer has
received access to RILGC information or data as a requirement to perform Services hereunder,
Developer shall either return or destroy all RILGC provided data to RILGC in a machine-readable
format or other format acceptable to RILGC, except for information or data electronically (x)
stored on Developer's information technology system or (y) required to be maintained in
accordance with Developer's records retention policy.
e. All Deliverables, whether partially or fully complete, prepared under this
Agreement, including any original drawings or documents, whether furnished by RILGC, its
officers, agents, employees, architects, or contractors, or prepared by Developer, Developer's
Contractors, or their subconsultants and subcontractors, shall be or become the property of RILGC,
subject to the terms of Section 6, and shall be furnished to 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. Rifzht to Audit.
a. Developer agrees that 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 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, not less than five (5) business days in advance, 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 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
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transactions to the subcontract entered into with respect to this Agreement, 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 (not less than fifteen (15) business days) of any 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 books, documents,
papers and records as may be requested by RILGC. 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.
d. RILGC agrees that the rates, multipliers and other fixed percentages and amounts
it has agreed to pay Developer and Developer's Contractors are subject to RILGC's audit rights
only for RILGC to confirm that such rates, multipliers, percentages or amounts have been charged
in accordance with this Agreement, and that the composition of such rates, multipliers, percentages
or amounts are not subject to audit by RILGC.
12. Public Information Act. RILGC is a government entity under the laws of the State
of Texas and all documents held or maintained by RILGC are subject to disclosure under the Texas
Public Information Act. In the event there is a request for information marked Confidential or
Proprietary, RILGC will promptly notify Developer. It will be the responsibility of Developer to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by RILGC, but by the Office of the Attorney General of the State of Texas or
by a court of competent jurisdiction.
13. Financial Assurances. RILGC acknowledges and agrees that Developer is entering
into this Agreement and agreeing to undertake the obligations hereunder, among other reasons, on
the basis of financial capacity of RILGC to fund its obligations hereunder. RILGC represents and
warrants that it has, as of the Effective Date, adequate financial resources to satisfy the monetary
and other obligations under this Agreement, including the obligation to pay the Developer's Costs
and Fee hereunder. In the event that Developer reasonably suspects that RILGC does not have
appropriate financial resources pursuant to this Section 13, Developer may request for RILGC to
provide appropriate evidence of such financial resources, which evidence may include a certified
financial statement showing sufficient resources to fund the Developer's Costs and Fee. In the
event RILGC does not provide appropriate evidence of such financial resources within fifteen (15)
days of receiving Developer's request, Developer may suspend work until such time as the
appropriate evidence is provided, and Developer and RILGC shall negotiate an equitable
adjustment to the Agreement to reflect the impact of such suspension and shall document
adjustment to the Agreement through an Additional Services agreement that shall be subject to
approval by the RILGC.
14. GMP. The Parties acknowledge that, during the Term of the Agreement, the Parties
will establish the maximum available funds for the RIB project, inclusive of Developer's Costs
and Fee (the "RIB Project Budget"). The Parties acknowledge that the GMP may not exceed the
RIB Project Budget. In the event that bona fide cost estimates made by Developer's Contractors
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indicate that the GMP for the RIB project exceeds the RIB Project Budget, the Parties will work
in good faith and collaborate with respect to, and RILGC will agree to make appropriate elections
concerning, design refinements, value engineering, election of material or other construction
alternatives, and/or scope reductions, so that the GMP comports with such budget. Alternatively,
RILGC, at its election, may notify Developer that it is increasing the RIB Project Budget and
provide appropriate financial assurances (consistent with Section 13 above) for such increase.
15. Business Equity Firm Participation. In accordance with the City's 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 use commercially reasonable efforts to comply with the stated Business Equity
Firm participation goals, as established in connection with the Services. Any misrepresentation of
facts (other than a negligent misrepresentation) and/or the commission of fraud by 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.
16. Observe and Comply. Developer, Developer's Contractors, and their
subcontractors and subconsultants shall at all times observe and comply with all Applicable Laws
which in any way affect this Agreement and the Services hereunder, and shall observe and comply
with all Applicable Laws which may exist or may be enacted later by governing bodies having
jurisdiction or authority for such enactment; provided, however, as provided in Section 2(b),
Developer shall be entitled to Additional Service fee in the event of a change in Applicable Laws
after the Effective Date, which change in any way affects this Agreement or the Services
hereunder. 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.
17. Venue and Jurisdiction. The Parties expressly understand and agree that any dispute
arising under this Agreement will be governed by the Disputes Resolution Process provided in
Attachment "K". This Agreement will be construed in accordance with the laws of the State of
Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the
United States District Court for the Northern District of Texas, Fort Worth Division.
18. 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 attachments hereto.
19. 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 a tribunal of competent jurisdiction to
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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.
20. 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 I-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.
21. No Bovcott 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
with Chapter 2270 of the Texas Government Code, 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.
22. Prohibition on Bovcottin2 Enerav Companies. Developer acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, 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 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 the
contract. The terms "boycott energy company" and "company" have the meaning ascribed to those
terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the
Government Code is applicable to this Agreement, by signing this Agreement, Developer
certifies that Developer's signature provides written verification to RILGC that Developer:
(1) does not boycott energy companies; and (2) will not boycott energy companies during the
term of this Agreement.
23. Prohibition on Discrimination Against Firearm and Ammunition Industries.
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Developer acknowledges that except as otherwise provided by Chapter 2274 of the Texas
Government Code 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 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. 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 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.
24. 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.
25. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the
other Parry via electronic mail and confirmed by hand -delivery or via U.S. Postal Service certified
mail return receipt requested, postage prepaid, to the address of the other Parry shown below:
If to RILGC:
Economic Development Department
Attn: Michael Hennig
Economic Development Manager
Address: 100 Fort Worth Trail, 141h Floor
Fort Worth, Texas 76102
Email: michael.henninanfortworthtexas.aov
Research and Innovation Local Government Corporation
Attn: Robert Sturns
Economic Development Director
Address: 100 Fort Worth Trail, 141h Floor
Fort Worth, Texas 76102
Email: robert.stums(&fortworthtexas.aov
The Texas A&M University System
Attn: Office of General Counsel
Managing Counsel, Property & Construction
Address: 301 Tarrow, 6t' Floor
College Station, Texas 77840-7896
Email: Propertvna,TAMUS.edu
If to Developer:
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AFWP, LLC
Attn: James R. Martin, Managing Director
Address: Edgemoor Infrastructure & Real Estate
7900 Westpark Drive, Suite T300
McLean, Virginia 22102
Email: Jamie.Martin(&Edaemoor.com
And Frank J. Baltz, Senior Managing Director
Edgemoor Infrastructure & Real Estate
7900 Westpark Drive, Suite T300
McLean, VA 22102
frank.baltz(& edaemoor. com
Attn: Scott Ozymy, Executive Vice President
Address: KDC Development LLC
8115 Preston Road, Suite 700
Dallas, TX 75225
Email: scott.ozvmv(abkdc.com
And Hogan Lovells US LLP
Address: 609 Main St Suite 4200
Houston, TX 77002
Attn: Andrew Strong, Esq.
Email: adrew.strona(abhoaanlovells.com
26. The Parties agree this agreement does not set any precedence for terms or
conditions of future agreements for this Project.
27. Entire Agreement. This Agreement is and constitutes the entire agreement of the
Parties with respect to Developer's performance of Services for the Developer with respect to the
Project, and any prior proposals, agreements, writings, and understandings (written, oral or
otherwise) between the Parties are hereby agreed to be merged herein and without further force or
effect.
28. Recitals. The recitals preceding Section 1 of this Agreement are incorporated into
and form part of this Agreement.
29. Non -Recourse. In no event and under no circumstances shall the Developer's
members, parents, affiliated or subsidiary organizations and entities nor any of their respective
owners, directors, managers, officers, agents, employees, members, trustees, volunteers,
representatives, partners, or shareholders have any personal obligation or liability for any of the
terms, covenants, agreements, undertakings, representations or warranties of Developer contained
in this Agreement. In the case of a default hereunder by the Developer, RILGC and all persons
claiming by, through, or under RILGC, shall look solely to the Developer, the Developer's
insurance, and any other assets of the Developer (including the fees to be paid under this
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\\4138-7294-0624 A
Agreement), but not of any other entities or persons. In no event and under no circumstances shall
the RILGC's members, parents, affiliated or subsidiary organizations and entities nor any of their
respective owners, directors, managers, officers, agents, employees, members, trustees, volunteers,
representatives, elected or appointed officials, partners, or shareholders have any personal
obligation or liability for any of the terms, covenants, agreements, undertakings, representations
or warranties of RILGC contained in this Agreement. In the case of a default hereunder by the
RILGC, Developer and all persons claiming by, through, or under Developer, shall look solely to
the RILGC, the RILGC's insurance, and any other assets of the RILGC, but not of any other
entities or persons.
30. Confidentiality of Agreement. To the extent permitted under Applicable Laws
(including any Applicable Laws in respect of public records), the Parties agree that (a) they will
keep as confidential the terms and contents of this Agreement and any sensitive, proprietary, or
confidential models, mock-ups, proofs, analyses, methods, and practices, compilations, models,
financial records, reports, projections, spreadsheets, plans, studies or other derivative materials
deriving therefrom or during the Project, and (b) they will not disclose to any person or entity such
information (except to its employees, independent contractors, affiliates, accountants, attorneys,
or agents having the need to know or as necessary to perform the Services). The foregoing shall
not apply to information that (i) was or becomes generally available to the public other than as a
result of a breach of this Agreement, (ii) was or becomes available on a non -confidential basis
from a source other than the disclosing party or its representatives, or (iii) was or is hereafter
developed without using or relying on any of such information.
31. Force Maieure. With the exception of RILGC's obligation to pay the Developer's
Costs and Fee, if either Party hereto shall be delayed or prevented from the performance of any act
required hereunder by reason of strikes, failure of public transportation, civil or military authority,
governmental restrictions, governmental regulations, governmental controls, act of public enemy,
pandemics, epidemics or other outbreaks of diseases or other infections, accidents, fires,
explosions, or acts of God, including, without limitation, earthquakes, floods, winds, or storms, or
other similar cause without the fault and beyond the control of the party obligated, performance of
such act shall be excused for the period of the delay, and the period for the performance of any
such act shall be extended for a period equivalent to the period of such delay.
32. Cooperation. In connection with this Agreement, Developer and RILGC shall
reasonably cooperate with one another to achieve the objectives and purposes of this Agreement.
In so doing, Developer and RILGC shall each refrain from doing anything that would render its
performance under this Agreement impossible and each shall do everything that this Agreement
contemplates that the Party shall do to accomplish the objectives and purposes of this Agreement.
33. Words of Inclusion. The use of the term "including," "such as," "include," or words
of similar import when following any general term, statement or matter shall not be construed to
limit such term, statement or matter to the specific items or matters, whether or not language of
non -limitation is used with reference thereto. Rather, such terms shall be deemed to refer to all
other items or matters that could reasonably fall within the broadest possible scope of such
statement, term, or matter.
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34. References. Wherever reference is made to any provision, term, or matter "in this
Agreement," "herein" or "hereof or words of similar import, the reference shall be deemed to
refer to any and all provisions of this Agreement reasonably related thereto in the context of such
reference, unless such reference refers solely to a specific numbered or lettered, section or
paragraph of this Agreement or any specific subdivision thereof.
35. Counterparts. This Agreement may be executed in one or more counterparts
(including electronic counterparts such as .pdf or DocuSign), each of which shall be deemed an
original, and all of which taken together shall be deemed one Agreement.
36. Capacity to Siizn. By signing below, each Party this Agreement warrants and
represents that (a) the person signing this Agreement on its behalf has authority to bind that Parry;
(b) the Party's execution of this Agreement has been authorized by all necessary corporate or other
actions; and (c) the Party's execution of this Agreement is not in violation of any by-law,
covenants, and/or other restrictions placed upon them by their respective entities.
37. Immunity. Any claims against the RILGC pursuant to this Agreement are
subject to the limitations imposed by the Texas Tort Claims Act and any other applicable laws.
Nothing contained herein shall be deemed to waive any immunity or defense or constitute
a waiver of governmental immunity by the RILGC, the City or TAMUS.
[Signature pages follow this page]
Design and Pre -Construction Services Agreement Page 21 of 94
\\4138-7294-0624 0
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement to be
effective as of the Effective Date regardless of the date of actual execution.
RILGC:
Research and Innovation Local Government
Corporation
By: Elinbe(Dec 17, 202414:57 CST)
Name: Elizabeth Beck
Title: President
Date: Dec 17, 2024
Approval Recommended:
By:
Name: Roger Venables
Title: Aviation System Director
Attest:
onnn
Name:
Jannette Goodall
Title:
City Secretary
Design and Pre -Construction Services Agreement
\\4138-7294-0624 0
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.
Z'i -'al /
By: Michael Hennig/D11c 12, 20 0:44CS1)
Name: Michael Hennig
Title: Economic Development Manager
Approved as to Form and Legality:
BY: Douglas Black (Dec
2024
416:20 CST)
Name: Douglas W. Black
Title: Senior Assistant City Attorney
Contract Authorization:
Resolution No.: _FWRILGC-2024-06
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 22 of 94
DEVELOPER:
AFWP LLC
By: Edgemoor Infrastructure & Real Estate
LLC
i
Name: James R. Martin
Title: Managing Director / Chief
Development Officer
Date: 12.1 to J-2.02 4-
AFWP LLC
By: Edgemoor Infrastructure & Real Estate
LLC
Name: C• 1 /EAL -ICLE01 iN
Title: T' .�t OEK /CEO
Date: tZ j to ( wz, —
Design and Pre -Construction Services Agreement
\\4138-7294-0624 v4
By: KDC Development LLC
Name: M_ SGQIi OVIA1L1
Title: el_' V
Date: 12 _ / C.) - "
Page 23 of 94
ATTACHMENT "A"
Project Development Milestone Schedule
DURATION
START
FINISH
RIB -A MILESTONE ACTIVITY
(WEEKS)
DATE
DATE
PDA TO DPCA TRANSITION PERIOD
CoFW Issues DPCA Notice to Proceed
11/15/24
DPCA PERIOD
Schematic Design
15.0
11/16/24
2128125
SmithGroupBennett Schematic Design Package
11.0
11/16/24
1/31/25
TAMUS Optional Programming Finalized
I/31/25
Edgemoor/KDC Internal Review Period
2.0
2/1/25
2/14/25
Clark/Byrne Budget Update
3.0
2/l/25
2/21125
TAMUS / CoFW Review, Comment and Approval Period
2.0
21l5/25
2/28/25
Design Development
17.0
211125
5130125
50% SmithGroupBennett Design Development Internal Package
8.0
2/1/25
3/28/25
Clark/Byrne Budget Update
2.0
3/29/25
4/11/23
100% SmithGroupBennett Design Development Package
5.0
3/29/25
5/2125
° Edgemoor/KDC Internal Review Period
2.0
5/3/25
5/16125
ClarkBByrne Budget Update
3.0
5/3/25
5/23/25
TAMUS / CoFW Review, Comment and Approval Period
2.0
5/17/25
5/30/25
Construction Documents
23.0
513125
10/10/25
75% SmithGroupBBennett Construction Documents Package
10.0
5/3/25
7/11/25
° Edgemoor/KDC Internal Review Period
2.0
7/12/25
7/25/25
Clark/Byrne Budget Update
3.0
7/12/25
8/1125
TAMUS / CoFW Review, Comment and Approval Period
2.0
7/26/25
8/8/25
Building Permit Application/Approval
10.0
7126/25
10/3/25
100% SmithGroupBennett Construction Documents Package
7.0
7/12/25
8/29/25
° Edgemoor/KDC Internal Review Period
2.0
8130/25
9/12125
• Clark/Byrne Guaranteed Maximum Price
5.0
8130/25
10I3/25
• TAMUS / CoFW Review, Comment and Approval Period
4.0
9/13/25
10/10/25
COMMERCIAL MILESTONES
TAMUS Board of Regents Meeting to Approve Development Agreement
0.4
11/5/25
1117/25
CoFW Authorization to Issue Debt and Construction NTP
• RILGC Authorizes Ground & Facilities Lease Agreements w/ TAMUS
Oct-25
Nov-25
° RILGC Authorizes Issuance of Lease -Backed Revenue Bonds
Nov-25
Dec-25
• City Council Authorizes RILGC Issuance of Lease -Backed Revenue Bonds
Nov-25
Dec-25
• RILGC Authorizes TIF Development Agreement w/ TIF Boards 48 & #3
Nov-25
Nov-25
• RILGC Authorizes Issuance of Debt Secured by TIF Revenue Bonds
Nov-25
Dec-25
• City Council Authorizes Issuance of Bonds Secured through TIF Funds
Nov-25
Dec-25
• RILGC Authorizes Development/Construction Agreement w/ AFWP
Dec-25
Dec-25
• RILGC Issues Construction Notice to Proceed
Jan-26
Jan-26
Design and Pre -Construction Services Agreement Page 24 of 94
\\4138-7294-0624 A
ATTACHMENT "B"
Research and Innovation Building (RIB) Development Services
Scope of Services
Design and Pre -Construction Services as set forth below or as directed by representatives of
RILGC in accordance with the terms of the Agreement.
A. Development Administration
1. Establish and maintain coordination and communications with RILGC and related entities,
including regular meetings and reporting of Project status and progress.
2. Facilitate RILGC decisions and approvals, by presenting the development team's work
product, and by providing options and alternatives for RILGC consideration and approvals.
3. Maintain Project records and distribute work product for RILGC monitoring and use and
establish a reporting schedule for RILGC updates.
4. Coordinate external communications through RILGC representatives, maintaining project
confidentiality within the team as appropriate, and assist with development of community
engagement, marketing and public relations plans.
5. Negotiate and contract services from all development team members required to support this
Scope of Services, including a. design services, b. pre -construction services, c. site
investigations (geotechnical and environmental), d. Coordinate and support RILGC for
contracts and services external to the development team.
6. Establish, and update at major design deliverable milestone dates, a project Development
Budget, supported by market research and pre -construction services and report to RILGC
appropriate recommendations to adjust the Project parameters, if needed, to advance the next
stages of the work.
7. Establish, and update at major design deliverable milestone dates, a Project Development
Milestone Schedule, incorporating all the key components of the work, identifying critical
paths and milestones, and integrating RILGC and Developer Team responsibilities and
approvals into the timeline. Include key milestones from adjacent projects that impact this
Project's delivery and timing.
8. Participate in meetings with teams leading adjacent development projects, including the City
of Fort Worth Convention Center redevelopment and the Law and Education Building
development, and assist with coordinating design documents, permitting packages, street,
parking and utility design documents.
9. Prepare and file any statutorily required notices, applications, including Texas Historical
Design and Pre -Construction Services Agreement Page 25 of 94
\\4138-7294-0624 A
Commission applications, street closure applications, lot consolidation, etc.
10. Develop and implement, in consultation with RILGC and TAMUS, an entitlement and
permitting strategy to assure timely procurement of necessary permits and licenses to build and
operate the Project.
11. Develop and implement, in consultation with RILGC and TAMUS, a utility and public services
procurement strategy to assure timely acquisition of necessary utility design, equipment
procurement and connection to such utilities (Requires written approval by the RILGC prior
to expenditure of funds for electrical equipment/Oncor expenses).
12. Source and engage a qualified firm to provide code required Special Inspections services to
meet requirements of the Authorities Having Jurisdiction (AHJ) over all or a portion of the
Project.
13. Develop in conjunction with RILGC and TAMUS an appropriate insurance program and
strategy, consistent with the insurance requirements of the Agreement, for delivery and, if
appropriate, operations of the Project.
B. Design Management
Utilizing the approved Design Concept Package, engage Smith Group/Bennett Partners to
provide design services for the Project, including:
a. Provide design services, to a Standard of Care consistent with the professional level of
competence, care, skill and diligence typically provided by competent developers
providing similar services under similar conditions and complexities and otherwise in
a manner consistent with the established design standards for TAMUS, for the RIB
core and shell and the interior fit -out of the Academic Space that include the following:
i. 100% Schematic Design (SD) package;
ii. 50% Design Development (DD) package;
iii. 100% Design Development (DD) package;
iv. 75% Construction Documents (CD) suitable for updating the estimated cost of
the work to forecast a Guaranteed Maximum Price for the construction of the
Project upon completion of the design;
v. 100% Construction documents, including approval of all building permits for
which Developer is responsible, issued for construction and suitable for bidding
the work to subcontractors to establish a Guaranteed Maximum Price for the
construction of the Project; and
b. Architectural, Structural, Mechanical, Electrical, Plumbing, and Interior Specialties
design, detailed technical specification, and detailed opinion of probable construction
costs of the RIB with associated parking in accordance with the terms of the
Agreement;
All planning and design to comply with applicable zoning, planning requirements of
the City, the Federal Aviation Administration (FAA), and codes and standards of
design established by this Agreement;
d. Have prepared "Elimination of Architectural Barriers Registration and submit the
Design and Pre -Construction Services Agreement Page 26 of 94
\\4138-7294-0624 A
application to the Texas Department of Licensing and Regulation (TDLR). All designs
shall be in conformance with the Elimination of Architectural Barriers Act and State of
Texas;
e. Developer will follow all TAMUS's Developer Project Guidelines included in
Attachment "L" for the facility construction and incorporate such guidelines into all
phases of the work; and
f. All architecture and construction drawings shall be provided in electronic files in PDF
format or other format as directed by RILGC.
2. Utilizing the approved Concept Package, engage Dunaway to provide site and civil engineering
services for the Project, including:
a. Prepare on and off -site utility design and relocation plans in coordination with the
utility service providers and the greater design and development teams;
b. Prepare on and off -site surface improvement plans in coordination with the City and
the greater design and development teams;
c. Prepare ALTA surveys to use in the development of the project prior to financial close
based on title commitments provided by Developer's Title Company;
d. Support 10' Street closure through the City's street closure program;
e. Re -platting of land parcels related to the RIB, in conjunction with the land use counsel
for the purposes of recording updated land record information; and
f. Review and integrate traffic studies and mobility plans related to the site and planned
development.
3. Facilitate stakeholder reviews, comment collection, comment reconciliation and RILGC (and
TAMUS) approvals at appropriate stages of design progress.
4. Review, inspect and comment on all physical, structural, seismic, environmental,
topographical, subsurface conditions, geological and any existing condition studies.
5. Obtain site survey, soils and geotechnical testing, environmental and historical surveys,
physical site investigations, and other due diligence necessary to develop on the Project site(s)
including the following:
a. Engage the Geotechnical Engineer, if needed, to update previously prepared
geotechnical investigation reports, as necessary for the Research and Innovation site;
Design and Pre -Construction Services Agreement Page 27 of 94
\\4138-7294-0624 A
b. Engage the Geotechnical Engineer to provide, as necessary, updates to the Phase I
environmental assessments of the properties developed for the RIB site, and to the
extent recommended in any Phase I report, develop proposals for including Phase II
environmental site assessments in the scope via an amendment; and
c. Engage other consultants, if necessary, to perform test pitting, ground penetrating radar
(GPR) and other studies to assess unforeseen risks of below grade elements (e.g.,
underground storage tanks (USTs), old foundations, pipes, unmapped utilities, etc.).
C. Pre -Construction
Review and recommend facility design, systems and material choices in support of the design
team.
2. Prepare and maintain a construction budget, updated periodically with the evolution of
design packages.
3. Provide market research and support Value Engineering and cost analysis to guide project
value decisions.
4. Prepare and maintain tracking and reporting documents recording cost projections and value
capture options and decisions.
5. Prepare and maintain a construction and development schedule, updated at appropriate stages
of development progress, including with each major design deliverable.
6. Prepare and maintain Project planning for construction logistics plan related to the Project,
including site utilization plans, logistics plans, safety plans, traffic management plans, etc.
7. Organize and solicit subcontractor and supplier proposals in compliance with applicable
regulations.
8. Establish and maintain a Minority and Women Owned Business Enterprise program that
fosters engagement and communicates opportunities to the minority community. Developer
will work with the City's Department of Diversity and Inclusion and use commercially
reasonable efforts to comply with the City's Business Diversity Enterprise Ordinance.
9. Apply for and secure building and trade permits required for construction of the Project.
10. Prepare any boundary adjustments, subdivision re -platting, and vacation of easements and
rights of way, including vacation of the Right -of -Way on E 141h Street between Calhoun Street
and Jones Street, establishment of easements and rights of way as applicable to the Project,
and any necessary other vacation of easements related to the development of the RIB project.
11. Source and engage, if necessary, a title company to prepare title commitment and review of
land records to identify and reconcile any open title objections on behalf of RILGC and in
consultation with TAMUS.
Design and Pre -Construction Services Agreement Page 28 of 94
\\4138-7294-0624 A
12. Develop, review and reconcile the approval of a Guaranteed Maximum Price for the
construction and delivery of the RIB core and shell as well as the Academic Space fit out based
on the reconciled and approved Construction Documents.
Design and Pre -Construction Services Agreement Page 29 of 94
\\4138-7294-0624 A
ATTACHMENT "C"
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:
Design and Pre -Construction Services Agreement Page 30 of 94
\\4138-7294-0624 A
ATTACHMENT "D"
TAMUS LETTER ACCESS PERMIT FORM
s�•
r �• r�"t
Office of General Counsel
THE TEXAS A&M UNIVERSITY SYSTEM
December i. 2024
SECOND .ANIENDENJ ENT TO LETTER ACCESS PERMIT
AFC T LLC c o Edeemoor I. & Real Estate
Attn: Mr. James hfartin
7900 Westpark Drive. State T300
McLean,VA 22102
Sent »a Electronic 1 W to Jainie..11artitt aEdgernoor.cont
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 fay Concert
This Second Amendment to Letter Access Permit C PE R_\flT A_N END'\l1Yr) is provided
to you by the Board of Resents of The Texas A&M University System (A&M SYSTEM`) and is
intended to fiuther amend the Letter Access Permit dated October 6. 2023. as amended by that First
Amendment to Letter Access Permit ('First A _.: ') dated February 26, 2024 (collectively. the
"PERMIT') allowing AFWP LLC and/or its agents ("CO?1tPA\Y) 6 ..�.,� ,, access onto
property owned by A&M SYSTEM located in the City of Fort Worth. Tarrant Canty, Texas (the
"PROPERTY). more particularly described and depicted in F--Jubit "A" and Exha* "B" attached
to the PERMIT.
COMPANY and the Research and Innovation Local C. C. � have
entered into a Design and Pre-Cousmution Agreement (--DPCA'). and C'ON[PA_N-Y and A&M
SYSTEM agree to extend the term of the PERMIT through the term of the DPCA. Accordingly,
r.. C & 1;". 1) under the section of the PERMIT entitled - Rights granted under this PERMIT are
expressly conditioned on the fbUcn,. g:". as amended by the First A.. _ L... -..,, is further amended
by deleting paragraph 1) in its entirety and replacing it with the following:
1) This PERMIT is strictly limited to the PROPERTY and will .. .... ,.... on the date
which is the Effective Date of the Pre-D . , : . , . _ t Agreement between the Research
and Innovation Local 0, Caiporation. a public non-profit corporation
created by the City of Fort Worth ("RILGC') and AFWP LLC and will expire upon
the termination of the DCPA or completion of the Scope of Services under the DCPA.
whichever is earlier.
:01 Taaow Street. a Floor • College Station. Texas 77840.7896
Phone: (979) 458-6120 - Fax (979) 458-6150 • www nmus.edalegal
Design and Pre -Construction Services Agreement Page 31 of 94
\\4138-7294-0624 A
LF=2022-0062132; Fort Worth Campus Site Investigation
December 5, 2024
Paee-2-
The PERMIT and this PERNUT .A.MENMIE\? shall be read together and shall have
the same effect as if the provisions of the PERMIT and this PERMIT A END\IENT were
contained in one L4,. _.. _A, Each and all other provisions of the PER\IIT not amended by this
PER\IIT A-M ENM ENT shall remain unchanged and shall continue in full force and effect as
provided in the PERMIT immediately prior to the execution of this PER\IIT A.\iENUMENT.
In the event of any inconsistency between the terms of this PERMIT A\II:N-\IENT and the
terms of the PE R\IIT. the terms of this PERMIT A.\fE\-D\iE_\-T shall control.
This PER\IIT A\IE_\-D\L\-F is in force and effect upon receipt by the undersi_ned of
a sighed cop-,- of this PER\IFF:k\II %fD_A R\T.
BOARD OF REGENTS OF THE TEXAS A&M
UN WERMY SYSTEM. an aeeucv- of tL•e State of Texas
By.
GDU JOSEPH
Managing Counsel, Property & Construction
Office of General Counsel
The Texas A&M University System
Ak_%. r e I- XAO:
AFVVP LLC
By:
1UIES R NL-kRTL�
Manager
By:
4lanager
*By executing this PERN11T A\IEND\TENT, the above signatories for COA P \Y represent
to the Board of Regents of The Texas AMM University iversity System that they are authorized
..:. ' . , of CO\IPA.\Y and can bind COMP A\Y under the terms of this PERNM
A\ ND\IENT.
Design and Pre -Construction Services Agreement Page 32 of 94
\\4138-7294-0624 A
ATTACHMENT "E"
Recognition of Initial Design Concept
1. Concept Design Package for the Research and Innovation Building prepared by
SmithGroup/Bennett Partners dated October 25, 2024 and attached hereto for illustrative
purposes only.
2. TAMUS' Program of Requirements identifying user groups that will occupy space within
the Research and Innovation Building A and potential space typologies. The Program of
Requirements as of the DPCA Effective Date is shown below:
RIB -A Academic Programming Provided by TAMUS
General/Shared
15,100
Shared'
13,159
Health Science Center (HSC)
1,941
TEES/TTl
15,636
Texas A&M Engineering Experiment Station (TEES)
12,196
Texas A&M Transportation Institute (TTI)
3,440
AgriLife
35,842
Additional Support (Faculty, Research, Etc. Offices)
3,352
Greenhouses
7,040
Food Processing
3,947
IHA Clinic Space
6,990
AgriLife Wet Labs
14,513
TDEM'
9,868
Tarleton State University
10,026
PVFA
3,024
School of Law'
28,000
Academic Subtotal (NSF)
117,496
Total Academic GSF (60% Grossing Factor = NSF/0.60) 195,827
Target Academic GSF 150,000
Delta (45,827)
Optional Additional Programming for Consideration (GSF)
Optional Shell Space (One Floor) 30,000
HUB Spaces (One Floor) 30,000
Additional School of Law Affiliates (One Floor) 30,000
Total Optional Additional Programming GSF 90,000
Total Potential Programmable Building GSF 285,827
Clarifications:
t) Based on SmithGroup's latest space lists, further specific programming will need to be identified for
reduction to achieve these NSF values
Design and Pre -Construction Services Agreement Page 33 of 94
\\4138-7294-0624 A
3. Target Development Budgets and Target Building area are included in Section 2, Scope
of Services, of the Agreement.
4. The current TAMUS' Program of Requirements does not yet meet the 150,000 GSF
target established for tracking with the target development budget of $150,000,000 for
the academic portion of the Project and the Parties agree to continue to refine the
academic program areas and budgeted costs through the design process.
5. Geotechnical investigation prepared by Terracon, dated December 22, 2023 of the below
grade conditions where borings were taken in the footprint of the Research and
Innovation Building A.
6. Phase I environmental site assessment prepared by Terracon, dated January 2, 2024 of the
two city blocks upon which the Research and Innovation Building is to be developed.
7. Alta Survey Plat dated December 18, 2023 and revised
February 291h, 2024 prepared by Dunaway of the land upon which the Research and
Innovation Building is to be developed.
8. Assumption that the City will grant the closure of 14th Street between Calhoun and Jones
Streets and reversion of such street right-of-way to TAMUS prior to filing any building
permits for the project and without any other conditions or costs.
CONCEPT PACKAGE FOLLOWS
Design and Pre -Construction Services Agreement Page 34 of 94
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Design and Pre -Construction Services Agreement Page 43 of 94
\\4138-7294-0624 A
CONCEPT PLANNING DIAGRAMS
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CONCIP UAL DESIGN
INTRODUCTION
The -campus' Iocatiao an the leadi N edge of downtawf, For, Worari. presents a trememdnus opportunity
to enhance an impof[ant getaway a the Ci[y One bn enormous reaponaihility w feapeot the
established character or Fort Worth. Tne arehltaetural character ei the campus •e charges with
eompllrnentAng the h-atoflcar fabr4c of Downtown. reileck-ng the Tema r%&M Universl[y teand- and
prglect.ng an Imago al technological and sclentrflo In mvetlon. Key support' ng slemen:a of these goo 1E
Include:
1. Padastrian-01riantrd Masonry Baer -A six -story articulated meson ry base activates the pedastrian-
scaLed street wlume are ram: the urban street edge- Punched openings rtabl:s4 a regularity and
order while larger framed multi-stnfy glazed bpertums murk entries and prod da arahitactural mlier
end hierdrdhy. The SW Garner or the Lw ild ing includes glazed curteinwalI with a metal pane'�Iad
Canopy- The transparent corner & Canopy Dnneor the public lobby ! o]rnmans sa ce to a shaded
da Larioi plaid end ro-acliex Lowarda Lhe rrant dbar W Lhe L9w & CduGaLian Building Tlwse aia
Bignllkiant components n eampue plaeemekrng as it bulloa Conneetlans and anliuens the ground
level betveen iha two buPAlogs- CwBe tic rfitlirygon the lobby glezi+rgand as artieu,ated scrlm screen
ei the psrklag level* relete to the rhyihrr- or the vertlesl openings it tP* beoe or the L&E bul'dla&
erestinge un,ne6 and con6lstefi-streetlevel expefieirae.
2 Gimod Towers - i.iphtrr pJ ass to'Wrrx roam skyward abv the more solid base, addresxing the
34735W interchange anC spring pointing the da-.mtown skyline. tali bratcd shading element: and
cereriic frittiryg permit extensive daylighting and v'ews while mitigating heat -gain and aptimizing
built ing parForma nee.
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Design and Pre -Construction Services Agreement
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Page 61 0 9
Site Landscape I Ground Plan
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RESEARCH G
RIM I INNOVATION BUILDING
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ADDITIONAL NARRATIVE
Additional narralivm w-Il be &qurateJd�rirg Lhr Schrr9u:ic Duxign Phsae including:
Suste+nabli Ity
StMrtUral
Civil
ME*
Lab Flanning
*eehnology
Severity
LiFe Sniety
Texaa A&M Fort Worch Reseereh & Inno4etlon Bul Idl n I Concept Design
MITHROUP + partnetrs
Design and Pre -Construction Services Agreement Page 66 of 94
\\4138-7294-0624 A
ATTACHMENT "F"
Project Description
The Research and Innovation Building A (RIB -A) concept design includes 11 above grade
levels. The facility program will include 150,000 gross square feet for various Texas A&M
University System entities, 60,000 gross square feet of core and shell space for additional
programmed area, and 30,000 gross square feet of optional core and shell space for programmed
area. The TAMUS space program includes wet and dry research laboratories, specialty high bay
labs, research greenhouses, offices, emergency operations center, clinical space, educational and
collaborative spaces.
The 680 space Parking Structure will include one level below grade and four levels above grade
contained in 285,000 gross square feet.
Design and Pre -Construction Services Agreement Page 67 of 94
\\4138-7294-0624 A
ATTACHMENT "G"
Developer's Costs and Fee Schedule
DPCA RIB Costs to Establish GMP for Construction
Assumed Start of Design & Pre -Construction Phase:
DPCA Budget to Financial Close (100% CD) DPCA Costs
Site Diligence
Architectural & Engineering
Project Administration & Overhead
Communications, Outreach & Public Engagement
Pre -Construction and Permitting/Utilities
"Electric Utilities Connection & Hardware (Oncor)
Legal Insurance & Accounting
Project Contingency
Total DPCA Concept Costs
$205,000
$8,804,610
$1,743,980
$305,000
$2,371,707
$3,575,000
$1,780,444
$837,985
$19,623,727
"Requires RILGC written approval prior to expenditure of funds for
electrical equipment.
Design and Pre -Construction Services Agreement Page 68 of 94
VA4138J294-0624 A
ATTACHMENT "H"
Future Documentation and Tenanting Strategy
1. Developer shall negotiate in good faith, all agreements necessary to continue with the
Project (provided that Developer is able to secure reasonable, market -based terms), including
the following documents:
a. Ground Lease Agreement
b. Sub -ground Lease Agreement
c. Development Agreement;
d. Construction Agreements;
e. Condominium Agreements;
f. Parking Agreements;
g. Operating Agreements;
h. Reciprocal agreements for ingress/egress, maintenance and operations, capital reserve
development and utilization;
i. Prepare a Draft Purchase and Sale Agreement for the Commercial Space and Parking
Condominium;
j. Financing Agreements; and,
k. Other agreements as determined to be necessary.
2. Developer shall develop a Tenanting Strategy in coordination with TAMUS to attract and
maintain credit tenant leases from businesses that provide services or products that are
related to the academic areas and agencies located within the Texas A&M - Fort Worth
campus.
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\\4138-7294-0624 A
ATTACHMENT "I"
Developer's Contractors
SERVICES
General Contractor
Architect / Interior Design
Structural Engineer
Life Safety
Mechanical/Electrical/Plumbing Design (MEP)
Civil Engineer
Landscape
Specialty Lab Planning
Healthcare Planning
Vertical Transportation
Acoustical
Wind Tunnel
Wayfinding and Signage
AVITS / Low Voltage
Door Hardware
Geotechnical / Environmental Assessment
Commissioning
Parking & Transportation
Community Engagement
Listing Agent, Brokerage
FIRM
Clark / Byrne
Smith Group / Bennett Partners
JQ Engineering
Smith Group
MEPCE
Dunaway
OJB
Smith Group
Smith Group
Lerch Bates
Kirkegaard
Ambient Air
Focus EGD
S2N
Arch Security / Assa Abloy
Terracon
Altura
HWA
Acari
JLL
Design and Pre -Construction Services Agreement Page 70 of 94
\\4138-7294-0624 A
ATTACHMENT "J"
Key Personnel
Development Team Key Personnel
Executive Leadership:
Jamie Martin
Neal Fleming
Mike Rosamond
Project Leadership:
Michael Alost
Donald Gibson
Project Management:
Nelson Crosby
Jeff Innmon
PM — TBD
PM — TBD
Administrative/ Controls
Edgemoor
Edgemoor
KDC
KDC
Edgemoor
Edgemoor
KDC
Edgemoor
KDC
Edgemoor
Design and Pre -Construction Services Agreement Page 71 of 94
\\4138-7294-0624 A
ATTACHMENT "K"
Dispute Resolution Process
Settlement Discussions; Mediation
Upon the written demand of any Parry ("Dispute Notice"), the Parties shall meet to make a good
faith effort to resolve any dispute between them ("Dispute"). The Dispute Notice shall specify in
reasonable detail, the nature and the material facts underlying the Dispute. Senior representatives
of each Parry shall meet ("Initial Dispute Meeting") in person at the RILGC's offices not later than
ten (10) days after the Dispute Notice is provided to all Parties. If the Dispute is not resolved within
thirty (30) days after the Initial Dispute Meeting, the Dispute shall be submitted to non -binding
mediation before a mediator agreeable to the Parties. The cost of the mediator shall be shared by
the Parties. It shall be a material obligation of each Party to reasonably cooperate in good faith
with the mediator's efforts to resolve the Dispute. The mediator shall establish a schedule and
procedure for mediation of the Dispute that shall last not more than fifteen (15) business days. Any
Dispute not resolved by the foregoing procedure may be resolved by litigation as set forth in the
following sentence. Following an unsuccessful mediation, any Party may institute legal action to
cure, correct, or remedy any default, to recover damages for any default or to obtain any other
remedy consistent with the terms of this Agreement and applicable law. Such legal actions may be
instituted in the state or federal courts located in Tarrant County, Fort Worth, Texas.
Design and Pre -Construction Services Agreement Page 72 of 94
\\4138-7294-0624 A
ATTACHMENT "L"
TAMUS Developer Project Guidelines dated February 1, 2024
with Exceptions as Noted Below
The following exceptions from the TAMUS Developer Project Guidelines ("Guidelines") are
agreed upon:
1. Certain sections and requirements of the Guidelines pertaining to construction and later
scope of work will apply under the DPCA only to the estimation of a GMP; however, all
preconstruction and design work under the DPCA should anticipate and provide for
compliance with all Guidelines for all phases until such time as an exception is agreed
upon by all Parties. Such sections and requirements include, but are not limited to:
a. Inspections,
b. Required Documents,
c. Stock/Fixture Application, and
d. Requirements for Payment and Performance Bonds. The Developer intends to
provide related forms 90 days prior to commencement of construction. However,
actual executed Payment and Performance Bonds must be submitted prior to the
issuance of a Notice to Proceed with any construction work (i.e. approval of the
permit application.)
2. When providing a Notice of Commencement, the Developer will provide an early
(instead of final) estimate for the total cost of work, as a GMP will likely not yet be
established. A final estimate for the total cost of work must be submitted with the permit
application.
3. RILGC and TAMUS have already performed a Traffic Impact Study. The Developer is
not expected to perform or have budgeted for further traffic studies.
4. Insurance: The insurance requirements listed in the DPCA apply to the services
performed under the DPCA; the insurance requirements in the Guidelines do not apply to
the services performed under the DPCA. However, the estimation of a GMP should take
the Guidelines' insurance requirements into account as they will apply to the actual
construction.
5. The FP&C QA/QC services per the Guidelines' ATTACHMENT A are not required for
the DPCA scope nor budget but will be required under the construction phase and should
be taken into consideration in preparing the GMP. TAMUS review of design documents
at each of the design phases is requested by the Developer, but such review will be
coordinated with TAMU-FW leadership and not FP&C. TAMU-FW will request
assistance from FP&C for MEP code reviews with commentary at each of the design
phases.
DEVELOPER PROJECT GUIDELINES FOLLOW
Design and Pre -Construction Services Agreement Page 73 of 94
\\4138-7294-0624 A
Developer Project Guidelines
1
�r
he Texas A&M University System
Office of Facilities Planning & Construction
February 1, 2024
The TvY wA a?N Univmirysy9dcm
Office of Frci]i6es I'IAnn ing & Comtrhnion
Rniscd I'vbruary 1. 2024
T
Design and Pre -Construction Services Agreement Page 74 of 94
\\4138-7294-0624 A
Introduction
The purpose of these guidelines is to explain the Office of Facilities Planning & Construction
("FP&C") processes related to private entities ("Tenants") developing a project ( Prgjec t' } on The
Texas A&M. University System ("A&M System'"} lands under a ground lease or similar agreement.
These guidclincs are intended to be similar to a municipal building inspection department and will
include plan reviews, building permits, inspections per plans and qx-cifications relating to node
cnfor erneM and a C.crtificatc of Occupancy.
If requested by an A&M System Member ("System Member"), quality control/quality assurance
inspections and master plan/aesthetic compliance may be included in our scope of services on a
Proiect for an additional fee, These additional services are further described in Attachlnent A.
The INlow ing is a list of codes that all Tenants, Developers, and Contractors (collectivcly referred
to herein as "Developer" unless otherwise specified) will be required tQ follow. Each general
contractor(s) engaged by Developer for the Project hereinafter is rcfcrrcd to individually and
collectively as the `Vontractor." The latest version of the code will apply at the time of permitting.
The list is not intended to be a comprehensive list of all state and federal laws. It is the Developer's
responsibility to comply with all applicable state and federal laws,
• Life Safety Code, NFPA- 101, as adopted by the Texas State Fire Marshal's office
• Standard for Emergency and Standby Power Systems, NFPA 110, if applicable
• Uniform Fire Code, NFPA 1
Standard for the Installation of Standpipe and I lose Systems, NYPA 14
• Standard forthe Instal lation of Stationary Pumps for Fire Protection, NFPA 20
• Standard for the Installation of Private hire Service Mains and "Their Appurtenances,
]NFPA 24
• Texas Accessibility Standards (TAS), Texas Department of Licensing and Regulation
Architectural Barriers Act, Chapter 469, Government Code American Disab ili ti e% Act,
Part 111, 28 CFR 36, 1991, U.S. Department of Justice
Safety Code for FIevators and FSCalatars, ASMH A17,1, ASME A I T2 & A 1 T3, Tcxas
Department of Licvtitsing and Regulation
• Storm Water Pollution Prevention Program, Tcxas Commission on Environmental
Quality
■ Asbestos, Lead Paint and Mold Requirements (if applicable), Texas Department of
State I lealth Services
• International Hnergy Conservation Code, International Code Council, Inc.
• Water Hfficiency Standards for State Buildings and Institutions of I Iigher Education
Facilities
• International Building Code, Intcrnational Code Council, Inc. (Only sectionsandlor
criteria not addressed by Life Safety Code apply)
The Texas? M UnivccsiiySymem
OtTice arFacililies Planning & Coasrruction
Rc4iscd February 1, Md
Design and Pre -Construction Services Agreement Page 75 of 94
\\4138-7294-0624 A
• Intentational Mechanical Code, International Code Council,Inc.
• International Plumbing Code, International Cade Council, Inc.
• National Electric Code, NFPA-70
• National Fire Alarm and Signaling Code, NFPA-72 if fire alarms arc instal lcd
• Standard for the Installation of Sprinkler Systems, NFPA-13 or Standard for the
Installation of Sprinkler Systems in Residential Occupancies up to and Including Four
Stories in Height, NFPA- 13R if sprinkler systems are installcd
Prior to construction, the Developer must submit the construction documents and other information
identified below for plan review and permitting. Once the submittal is complete and plan review
fees are paid, the construction documents will be reviewed, comments provided, back-cliccked as
needed, and final approval provided. Upon final approval, payment of building permit fees, and
the receipt of documents as required herein, the Developer may obtain a building permit to start
construction. The Developer must conduct a preconstruction meeting at which the construction
inspection process, utility outages, storm water pollution prevention plan, submittal and project
documentation, quality con"Muspection requirements, and any other construction processes are
reviewed.
If the construction documents are revised after a building permit is issued, the revised documents
must be submitted for review and approval.
If the construction is &viidcd into one or more segments (such as sitc work, foundation, building
shell, and interior finish out), each segment will receive a unique permit and inspections. A
Certificate of Occupancy will be issued after interior finish out.
Man Review and Buildine Permit
I lie fallowing items are required for plan review and permit approval:
Initial Review
• For initial code review, subunit Permit Application;
• Submit the two 100% completc hard copy full size sets of required scaled and
dimensioned plans and one V3 size hard copy set, specifications and any other
accompanying data. In addition, submit one digital file with each drawing in its awn
file with drawing name and number that does not change through the life of the Project;
• Provide contact list for Developer and their design and construction team; and
• Pay the permitting fee.
3
The TcxasA&M UniversitySysQm
Office of FacililiesPianning & Cunslruclioe
Reaised February t. 2024
Design and Pre -Construction Services Agreement
\\4138-7294-0624 A
Page 76 of 94
Final Review
+ For final permit approval, submit the final Permit Application (if necessary);
• Submit two 100% cornpletc hard copy '/z size scat scaled and dimensioned plans,
specifications, any other accompanying data listed below and responses to all of the
review comment sheets. In addition, submit one digital file with each drawing in its
own file having drawing number and sheet name labeled with the Project name, the
A&M System Project number and campus;
+ Provide written acknowledgment that the Project will comply with TCEQ requirements
for a storm water permit through the entire duration ofthe Project;
+ Provide proof of the insurance required herein;
+ Provide the Notice of Commencement required herein;
+ Provide payment and performance bonds with the A&M System as dual obligee as
provided herein;
+ Provide the Texas Accessibility Standards plan review with Project registration
number;
+ Providc the Federal Aviation Administration (FAA) clearanee documentation from the
agency's Obstruction Evaluation Group, as applicable;
+ Provide the asbestos survey (tar renovations); and
+ Provide the energy code compliance doeumentation, such as CO CHECK.
All construction drawing submittals to include the following, as applicable:
+ Title sheet with names of Developer, architect, and all engineers, along with addresses,
phone and fax numbers, and email addresses
+ Site plan/civil plan and details including Storm Water Pollution Prevention plan
(SW PPP) and drainage plan
+ 'Traffic Impact Study with all designs that impact adjacent roadways
+ Foundation plan and details
+ Demolition plan and existing floor plan
+ Floor plans and details
+ Room finish, door and window schedules
• Structural plans and details
+ Gcotechnical report
+ Exterior elevations and roof plan
+ Plumbing, Mechanical, and Electrical plans and details
+ Fire protection plans and details
+ Energy code compliance information
Allow ten (10) working days for review of 100% construction documents, dependent upon the
complexity of the Project.
The TexmA&M1laivc1Si1y$ymiii
Office of FacilaieBPlanning& CVnslrudion
Ravisad Fcbruury 1, 2024
Design and Pre -Construction Services Agreement Page 77 of 94
\\4138-7294-0624 v4
Payment bonds must conform to the bond requirements to pay liens or claims related to a
mcchanic's, contractor's, or matcrialman's lion. Performance band must be in an amount equal to
the amount of the contract for the protection cif the A&M System and conditioned on the faithful
performance of the Dcveloper's/Contractor's work in accordance with the plans, specifications,
and contract documents.
Ninety (90) days before the date construction on the ProjM begins or no later than the submittal
of the initial permit application, the Developer/Contractor must provide FP&C with a Notice of
Commencement that:
• identifies the public property where the work will be performed;
• describes the work to be performed,
• states the total cost of the work to be performed;
• states the site development cost to be performed broken out from the total cost;
• includes the company and certifications/qualifications of the Special Inspectors;
• includes copies of the performance and payment bands; and
• includes a written acknowledgment signed by the Developer/Contractor stating that
copies of the performance and payment bands will be provided to all subcontractors
not later than the fifth day after the date a subcontract is cxccutcd,
H P&C will not issue a permit for the Project until a]1 of the above requirements have been met.
Insurance
Please note, the insurance contras.-# language below is a standard template to be used as a base for
all vendor contracts with The Texas A&M University System and/or its members as well as third
party Facility users of system Member property. Contracts may require variances dcpending on
the specifics of the contract. If such variances are required, please contact System Risk
Management so an evaluation and potential modification to the insurance requirements can be
considered. Otherwise, the following will apply.
Developer must obtain and maintain, for the duration of the Project or longer, the minimum
insurance coverage set forth below, With the exception of Professional Liability (F&O), all
coverage must be written on an occurrence basis. All coverage must be underwritten by
companies authorized to do business in the State of Texas or eligible Surplus lines insures
operating in accordance with the Texas Insurance Code and have a financial strength rating ofA-
or better and a financial strength rating of V I I 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
will not be deemed or construed to have asscsscd the risk that may be applicable to Developer
with regard to the Project and any agreements related thereto. Developer must assess its own
risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage.
The TexasA&M UmversitySyslem
OfficeufFaciliuesPlanning & Cunwuctivn
Revised February r, 2024
Design and Pre -Construction Services Agreement Page 78 of 94
\\4138-7294-0624 v4
Developer is not relieved of any liability or other obligations assumed 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&VI System, FP&C, and System Member at least ten
days before the effective date of the cancellation.
Insurance:
Coverage
1. Worker's Comnensation
Statutory Benefits (Coverage A)
Employers Liability (Coverage B)
Limit
Statutory
51,000,000 Each Accident
$1,000,000 DiseaseJEinployee
$1,000,000 Di seasc/Policy Limit
Workers' Compensation policy must include under Item 3.A. on the information page
of the workers' compensation policy the stale in whichwork is to be performed for
A&..V System, Workers' compensation insurance is required, and no "alternative" forms
of insurance will be permitted,
2. Automobile Liabilitv
Business Auto Liability Insurance covering all owned, non -owned, or hired autoinobiles,
with limits of not less than $1,000,000 Single Limit of liability per accident for Bodily
Injury and Property Damage.
Corrunercial General Liability
Each Occurrence Limit
$1,000,000
General Aggregate Limit
$2,000,000
Products / Completed Operations
$2,000,000
Personal 1 Advertising Injury
$1,0000,000
Damage to rented Premises
%300,000
Medical Paymcnts
$5,0W
The required commercial general liability policy will be issued on a form that insures
Developer's, Contractors', and/or its subcontractor%' liability for bodily injury (including
death), property damage, personal injury, and advertising injury assumed under the
Project and any agreements related thereto.
4. Arch itect/Eneinccr Professional Liability (Errors & Omissions)
The ArchitecVFngincer must maintain Professional Liability insurance covering wrongful
acts, errors, and/or omissions, including design errors of the Architcct/Engincer for
damages sustained by reason of or in the course of performance under the relevant
The Texa5A&M lfniversity$ystcm
Officeof miifiesT114mingaConsm aim
Reviaxd F4bruary t. 2024
Design and Pre -Construction Services Agreement Page 79 of 94
\\4138-7294-0624 v4
agreements related to the Project for three (3) years after the Project is substantially
complete. The Professional Liability insurance must be in an amount based on the value
in the relevant contract, in this case: (determined by the Guidelines in the following chart)
Guidelines
Project Cost
Limits
SM20.000,00
51,000,000 cach claimf$2,000,000 aggregate
S20,000,001460,000,000
52,000,000 cach claim}$4,000,000 aggregate
S60,000,001-$90.000.000
53,000,000 each claiml$6,000,000 aggregate
590,000,0014120,000,000
54,000,000 cach claim}$8,000,000 aggregate
5120,000,001-higher
55,000,000 each claim/$10,000,000 aggregate
Urnbrella{Excess Liability Insurance
For a Project whose value exceeds $10,000,000, Umbrella/Fxcess Liability insurance
with limits of not less than 52,000,000 per occurrcncc and aggregate with a dcductiblc of
no mere than $10,000, and will be excess over and be no less broad than and "following
form" of all included coverage described above. Inccption and cxpirationdates will be the
same as the underlying policies. Drop -down coverage will be provided for reduction
and/or exhaustion of underlying aggregate limits and will provide aduty to defend forany
insured. Note: Limit amount must be adequate to cover A&M System's exposure.
Appropriate limit will depend on the scope ofthe Prgact Contact System Risk Management
for further guidance.
6. Builders RisVInstallation Floater. developer or Contractor must obtain All Risk Builder's
Risk Insurance coverage (or All Risk Installation Floater for instances in which the Project
involves solely the installation of equipment) for the Project. Coverage is determined by
the Project's Contract Sum, as detailed below.
Builders Risk Recuirement for Proiects with a Contract Sum of less than $20 million:
A) Developer or Contractor must purchase and maintain in force builders risk insurance
on the entire Project. Such insurance must be written in the amount of the Project's
original Contract, plus any subsequent Change Orders, and plus the cast of materials
supplied or installed by others, comprising the Total Value for the entire Project. The
insurance must apply on a replacement cost basis with no coinsurance provision. A
sublirnit may be applicable to florid coverage, but sublirnit must be at least 20% of the
Total Value of the Project. Tlie limit for all other perils, including Named Windstorm,
Wind, and Hail, must be equal to the Total Value for the entire Project. (If Installation
Floater, limit must be equal to 100 percent of the Contract cost.)
The Tee A&MVaiv ilySyEbmn
btrlcccrFaeiiitics PImming & Construction
Revised February 1._V24
Design and Pre -Construction Services Agreement Page 80 of 94
\\4138-7294-0624 v4
B) This insurance must name as insureds A&M System, System Member, Tenant,
Developer, Contractor, and all its Subcontractors and sub -subcontractors on the
Pmject _
C) Builders risk insurance must be on an "all risk" or equivalent policy form and must
include, without limitation, insurance against fire and extended coverage perils, theft,
vandalism, malicious mischief, collapsc, earthquake, flood, windstorm, boiler and
machinery/mechanical breakdown, testing and startup, and teiTorlsm.
D) This insurance must cover the entire work at the Project as required in A) above,
including, but not limited to. the following;
• Temporary works including but not limited to scaffolding, form work, fences,
sharing, hoarding, falsework, and temporary buildings
• Offsite Storagc
• Porlions of the work in transil
• Debris removal
Extra Expense
• Expediting Expenses
• Demol ition and Increased Cost of Construction
• Pollutant Clean-up and Removal
• Trees, Shrubs, Plants, ].awns, and Landscaping (if applicable)
* Errors & Omissions {applicable to purchase of Builders Risk policy only)
E) This insurance must not contain an occupancy clause suspending or reducing coverage
should occupancy Or beneficial Occupancy begin before the A&M System, System
Member, or Tenant, as the case may be, has accepted Final Completion.
F) This insurance must be specific as to coverage and must be primary to any Permanent
insurance or self-insurance that may be maintained on the property by Tenant, System
Member, or A&M System.
G) This insurance must include a waiver of subrogation in favor of A&M System, System
Member, Tenant, the Developer, the Contractor, and all its Subcontractors and sub -
subcontractors on the Project.
H) As applicable, Flood deductible must not exceed $250,000 for /one A, S100,000 for
Zonc B, and $50,000 for all other Zones. For Tier 1 and Tier 2, Named Windstorm
deductiblc must not exceed 2% of the Project values in place at the time of the loss.
I) Before the commencement of the work. Developer or Contractor must provide to A&M
System, HP&C, and System Member an accurate certificate of insurance that provides
TM TezesA&M Univmhoysicm
Offrbeof Facilities Planning & Cororaction
ltcvk ed Febrmry I, 2024
Design and Pre -Construction Services Agreement Page 81 of 94
\\4138-7294-0624 v4
speciFic evidence of all requirements. A copy of the policy itself must be provided
within 30 days after request.
Builders Risk Rea uirement for Proiecis with a Contract Sum EQuaI to or Greater Than S20 rniIIion:
A) Developer or Contractor must purchase and maintain in force builders risk insurance
on the entire Project. Such insurance must be written in the amount of the Project's
original Contract, plus any subsequent Change Orders, and plus the cost of materials
supplied or installed by others, comprising the Total Valuc for the entirc Project. The
insurancc must apply on a replaccmcn( cost basis with no coinsurance provision and
must include a margin clause of plus/minus 10% an Project value. A sublimit may be
applicable to flood coverage, but sublimit must be at least 20% of the Total Value of
the Project. A sublimit of 550 million or the Total Value of the Project, whichever is
less, is acccptabic for Earthquake perils. The limit for all other perils, including Namcd
Windstorm, Wind, and Hail, must be equal to the Total Value for the entire Project. (If
Installation Floater, limit must he equal to 100 Percent of the Contract cost.}
H) This insurance must name as insureds A&M System, System Member, Tenant,
Developer, Contractor, and all its Subcontractors and sub -subcontractors on the
Project.
C) Builders risk insurance must be on an "all risk" or equivalent policy form and must
includc, without limitation, insurancc against fire and cxtended covcragc perils, thcit,
vandalism, malicious mischief, collapse, earthquake, flood, windstorm, boiler and
machincryfinechanical breakdown, testing and startup, and terrorism.
D) This insurancc must cover the entire work at the Project, including, but not limited to,
the fol lowing:
Coveraec Minimum Limit Recuircd
Temporary works including but not $1 million
limited to scaffolding, form work,
fences, shoring, hoarding, falsework
and temporary buildings
Offshe Storage Sufficient to cover the anticipated maximurn
values slored offsite.
The TexasA&M Uniwrsity5ysum
OtrweofFaci1i6n,?1anning& Gxnstrucliun
Revised Fchmary 1. Z024
Design and Pre -Construction Services Agreement Page 82 of 94
\\4138-7294-0624 v4
Portions of the work in Transit
Debris Removal
Expediting Expenses
Extra Expensc
Demolition and Increased Cost
Of Construction
Pollutant Clcan-Up and Removal
Trees, Shrubs, Plants, Lawns and
Landscaping (if applicable)
Errors & Omissions (applicable to
purchase of Builders Risk policy only)
Sufficient to cover the anticipated rnaxirnum
values in transit.
25% of Physical damage amount subject to
maximum of $5 million or 25% of Total
Value of Project whichever is higher.
$1 million
$5 million
92 million or 10% of Total Value of Project
whichever is higher.
$250,000
S2,500 per item subject to a maxiinurn of $1
million.
S2.5 million
E) This insurance must not contain an cccupancy clause suspending or reducing coverage
should occupancy or beneficial occupancy begin before A&M System, System
Member, or Tenant, as the case may be, has accepted Final Completion.
F) This insurance must be specific as to coverage and must be primary to any permanent
insurance or self-insurance that may be maintained on the property by Tenant, System
Member, or A&M System..
G) This insurance must include a waiver of subrogation in favor of A&M System, System
Mcrnbcr, Tenant, Dcvcloper, Contractor, and all its Subcontractors and sub-
suhcnntrdctors on the Pmject.
M As applicable, Flood deductible must not exceed S250,000 for Zone A, S100,000 for
pone li, and $50,000 for a]I other Tones. For Tier 1 and Tier 2, Named Windstorm
deductible must not exceed 2% of the project values in place at the time of the loss.
I) Before the commencement of the work, Developer or Contractor must provide to A&M
System, FP&C, and System Member an accurate certificate of insurdnce that provides
10
The TexxsA& M TJ niYmicySysiam
Ofiiceof Faci I itim Plunnrng & C unsnuoion
R.cvised Fdm ary 1, 2624
Design and Pre -Construction Services Agreement
\\4138-7294-0624 A
Page 83 of 94
specific evidence of all requirements. A copy of the policy itself must be provided
within 30 days after request.
Developer will deliver to FP&C, System Member, and A&M System evidence of insurance on a
Texas Department of Insurance approved certificate form verifying the existence and actual limits
of all insurance after the execution and delivery of the relevant Project document(s) and prior to
the issuance of any permit by FP&C or the commencement of construction. Additional evidence
of insurance must be provided 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. Certificates of Insurance, Additional Insured Endorsements and
renewals as required herein and under the applicable Project documents must be emailed to System
Member, FP&C at FPC(a)TAMUS.EDU,, and to the A&M System at SREO(dTAMUS.EDU.
All insurance policies, with the exception of worker's compensation, employer's liability, and
professional liability, will be endorsed and name The Board of Regents for and on behalf of The
Texas A&M University System, The Texas A&M University System, and System Member as
Additional Insureds up to the actual liability limits of the policies maintained by Developer,
Commercial General Liability and Business Auto Liability will be endorsed to provide primary
and non-contributory coverage. The Commercial General Liability Additional Insured
endorsement will include on -going and completed operations and will be submitted with the
Ccrtifie atcs of Insurance.
All insurance policies will be endorsed to provide a waiver of subrogation in favor of The Board
of Regents of The 'Texas A&M University System, The 'Texas A&M University System, and
System Mcmber. No policy will be canceled without unconditional written notice to FP&C, System
Member, and A&M System at least ten (10) days before the effective date of the cancellation.
All insurance policies will be endorsed to require the insurance carrier providing coverage to send
notice to FP&C, System Member, and A&M System ten (10) days prior to the effective date of
cancellation, material change, or non -renewal relating to any insurance policy required hereunder.
Any deductible or self -insured retention roust be declared to and approved by A&M System and
System Member prior to the issuance of any permit by FP&C or the commencement of construction.
Developer is responsible to pay any deductible ar self -insured retention for any loss. All
deductibles and self -insured retentions will be shown on the Certificates of Insurance.
The insurance coverage required hereunder must be kept in farce until all services have been fully
performed and accepted by A&M System in writing, unless otherwise approved by A&Id. System
in writing,
Tha Tcxae A&.k4 r: niveY,.*y$yYk-m
OfflceefFaciIitiasPlamvng&4'On3t W6Qgk
Revised Febniary I, 2024
Design and Pre -Construction Services Agreement Page 84 of 94
\\4138-7294-0624 v4
Insocctions
The total number of inspections for a Project will vary based on its scope and complexity. The
normal level of service inspections will be performcd within five (5) working days from the time
the request is made by the Developer or their Contractor. Inspeutions will be made between 8 AM
and 5 PM Monday through Friday. inspections are listed on Attachment B. Additional inspections
may be required as determined by FP&C.
For inspections resulting in punch list, the Developer or Contractor will provide a punch list to the
inspector. All final punch list items are to be provided back to the inspector for proofing and
verification prior to the list being issued as "final." The Developer's onsite representative is
required to sign off on each 1(cm to certify that all punch list items arc complctcd prior to
verification and a�Ceptance by the inspector_
In addition, the Contractor is required to keep a deficiency log on site for periodic review by the
inspector.
When requesting an inspection, the type of inspection, trade making the request, the building area
for inspection, and the date and proposed time need to be included on a Contractor's Work
Inspection Request fonn (attached hereto as Attachment C).
Developer must coordinate any inspections required by utility providers or other state agencies
with those entities. Developer must submit copies of all inspections within 48 hours of the
inspection to the FP&C project managerncut system at a file location directed by the HP&C
building official.
Should the Developer wish to have accelerated inspections beyond the normal level of service,
then a fee will be negotiated with the A&M System.
The typical "green and red tag" system will be used in a manner similar to a municipality.
The Developer must not inhibit the Authority Having Jurisdiction (AHJ), Environmental Health
and Safety, or any A&M System Risk Management or FP&C representatives tram coming onto
the construction site for any type of observation or inspection, including but not limited to
observations and inspections related to the enforcement of envirorimctttal, fire, and life safety
requirement-s._ This applies to all projects on A&M System land, including campuses outside of
College Station. Additionally, FP&C: or designated representatives must not be barred from any
Developer or Contractor meeting.
12
The TexasA&M Univendty5ysiem
Office ofFnilUinPlwuing&CMS1F iO11
Rewise,d Febmaay 1, 2M
Design and Pre -Construction Services Agreement
\\4138-7294-0624 A
Page 85 of 94
Reauired Documents
In addition to the required inspections that will be performed by FMC, the Developer must submit
documentation that the following tests have bccn performed, and that the system(s) tested have
been determined to be in compliance with applicable codes or engineering standards (the
"Required Documents"):
+ Plumbing health department testing - Report for Bacteria
• Fire Alann Testing, Automatic Sprinkler System, Standpipe and Firc Pump
(witnessed by the Al U)
• State Elevator Inspoction
+ Record Drawings, ASIs, RFI9, Construction Materials Testing Reports, Testing and
Air Balancing, and Envelope Testing Reports
• TDI,R/ADA
• S W PPP
• Lightning Protection Certification
+ Backflow Prevention Certification
• NFPA testing of Emergency Lighting and Generator (witnessed by theA_HJ)
• Gas line Pressure Test Certification
• Asbestos -free certification, as required by TI)SHS, must be signed by the registered
architect or licensed engineer on the Projcct and must be accompanied by Safety Data
Sheets (SDSs) for all materials used on the Project that could potentially be asbestos -
containing
+ Evidence that the Notice of Termination has been filed with TCEQ
+ Fume, hood certification reports
+ Any other tests rcquired in the Dcvcloper's specifications or contract doewnents
• Reports of Special Inspections
Stock/Fixture ADDlication
An Application to Stock/FixturelMove-in Prior to Issuance of a Certificate of Occupancy may be
requested by the Developer/Contractor if needed. Prior to the Stock/Fixture Application approval,
all electrical, fine, and life safety items must be inspected, any noted deficiencies corrected and
accepted, a passing bacteriological water test must be submitted, the Texas Accessibi lity Standards
inspection must be completed, and only a reasonable, punch list of general inspection items, in the
opinion of the building official, may remain with a firm completion date established. The approval
of the Stock/Fixture Application in no way conveys that business may be conducted in or allows
public access to the facility.
13
The TexasA&M Uuivensity5yslem
Cifriceof Facilixiee Planning & Censtruclion
Revised Fehuary I, 2024
Design and Pre -Construction Services Agreement
\\4138-7294-0624 v4
Page 86 of 94
Certificate of 4ccutaancv
Upon completion of construction of the Project, the Developer must provide FP&C with: ( I ) an
affidavit of completion pursuant to Section 53.105 of the Texas Property Code; (2) fuI I and final
releases and waivers of mechanics liens executed by the Contractor and all subeontraetorS; (3)
copies of all Shop drawings, amendments to plans, and other plans and specifications far the
Project; (4) any "as built" plans of the improvements for the Project; and (5) all other test results,
inspections, and other close-out documents determined by the building official (collectively, the
'*Close Out Documents"),
When TA inspection has occurred, the Close Out Documents and Required Documents have been
provided to FP&C, and all code related deficiencies are addressed, including successful
completion of all required inspections, FP&C will issue a Certificate of Occupancy.
Fee
If the Project is being financed, an initial review fee will be five percent (5%) of the total calculated
fee and will be due at the time the Building Permit Application and drawings are submitted to
FP&C. The balance of the fee will be due at clotting. For shell buildings with future build out,
80% of the fee calculated farRill buildoutwill be clue at closing with the balance due at final permitting.
Should a development be segmented, then each segment will be treated independently as though
it is a new project and new fees and a new Building Permit Application will be required,
The inclusive method for the calculated development fee is as follows:
• The lntcrnational Code Council's Building Valuation Data which has been localized for
the A&M System may be updated in six-month intervals. (Ref-
hups:llwww, icc safe .org/products-and-servicesli-codes/code-development-
proces slbui lding-valuation-data/).
• Square footage of the facility.
• 1.5% of any site development cost (if applicable) from the actual bider All; team's
sealed estimate.
• Construction Classification and Occupancy Group.
• A cost per square foot multiplier determined by FP&C to reflect local casts: (Ref:
httus:/lasscts. systcm. tamus, edu/fi lesifve/nd tfCostPcrSo uareFootforConstructionTvvcs
2020.ndf1
An additional fee must be paid to FP&C for re -inspection of any of the required inspections
identified in Attachment B that fail or are cancelled within twenty-four (24) hours of the inspection
time. The fee for FP&C re -inspections will be $1,250. If a third party vendor is performing an
14
The Taxah&Wni,ersilySyslem
Oi'liceof Pncilili�a Planning & C'orcstruClion
Revised Fc6Quflry I, 2024
Design and Pre -Construction Services Agreement
\\4138-7294-0624 v4
Page 87 of 94
inspection under an FP&C contract and a re -inspection is required, the Dcvcloper will be
responsible for the aLtuaI cost as invoiced by the vendor.
Field Office and Parking
For non -College Station locations, the Developer, at no cast to FP&C, will provide field office space
inside of the Developer's trailer(s) for an FMC inspector. For all projects, a minimum of three (3)
parking spaces must be designated forFP&C inspectors.
General
All Project related correspondence (emails, inspection requests, reports, etc_) miLst include the
A&M System Projeetnumber, Project name and an abbreviated description in the subject area.
The Dcvcloper will be responsible for submitting, and obtaining clearance documentation from the
FAA for both the proposed facility and construction cranc(s) from the FAA's Obstruction
Evaluation Group. Reference is made to the fallowing FAA wehsite for applicability and prrx odurc:
ltttn s:lloeaaa. faa. i_ovfoeaaalexternaUnortal. i s o .
15
The TexasA&M UniversiryS"m
Otrice of Faci I idesPlanning & Conslrtmion
Revised February I, 21024
Design and Pre -Construction Services Agreement
\\4138-7294-0624 v4
Page 88 of 94
Revision Trackine
DATE
REVISION DESCRIPTION
June 1, 2012
First time issued.
August 12, 2013
Gcncral Updates, Codes, insurance,
Inspection List,
September 13, 2013
Updated Code references, Fec schedule,
Inspection List.
December 6, 2013
Updated Insurance requirements.
November 25, 2014
Added field off ce requirements, FM Global
reviews, added Gcncral Section, added FAA
requirements.
August 10, 2015
Added NFPA 1 as code requirement; added
that fire system and emergency generator
testing is to be witnessed by the AHJ; added
preparation of punch list responsibilities,
revised re -inspection foes.
November 3, 2015
Added Optional Attachment B "Project
Management I InspeLtion Authority and
Responsibilities for Developer Built
Projects"; update insurance requirements.
April 18, 2016 Added Attachment C "Affidavit for
Solicitation and Selection ofContractors";
updated code references; updated fee
information.
October 11, 2018 Added updated code references, fcc
determination; insurance provisions
February 28, 2019 Deleted FM Global; Clarified Fee
determination
February 1, 2024 Significant re -write and re -organization,
including but not limited to: Updates to:
insurance, definitions, initial and final review
requirements, inspections, required
documentation, Ccrtificatc of Occupancy
requirements, exhibits; Revisions to address
changes in statute, including those regarding
Payment and Performance Bonds; Removal of
contractor solicitation and selection
requirements; and general updates throughout
16
INITIALS
BMK
BMKIHJ
BMK
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BMK
BMK
PS/PAR
The TerasABc M Univemly3yslem
OfliteuFF;ItilitimPlanoigg& Comtruciioo
Rcvisod Pcbruary 1, 2024
Design and Pre -Construction Services Agreement
\\4138-7294-0624 A
Page 89 of 94
ATTACHMENT A
Project ManagementlInspcction Authority and Responsibilities
for Developer Built Projocts
Attachment A will apply only as indicated in the lease agreement and at the option of The
Texas A&M University System (A&M System). Otherwise, these services will not be
typically prvvided-
A project manager andlor project inspector (PM Team) for Developer -built projects provide
assurances and delivery of the project goals and related performance requirements on behalf of,
and for the benefit of, the A&M System and the System Member. The inspector must coordinate
inspection and drawing review services with the FP&C Project Manager, the System Member
and the Developer/Contractor during the design and construction. Inspection services and
practices are intended to ensure compliance with current building codes listed in these Developer
Project Guidelines.
The PM Team's services include observing the commissioning of all applicable methods,
materials, equipment, and systems affecting the contract specification toinclude:
a. Pre -construction Phase
• Participate in the design phase to become familiar with the Project onan as -
needed basis.
• Review design documents, drawings and specifications for con structabiI ityt
scheduling, consistency and coordination-
• Provide plan checking for conformance to applicable code requirements and
teview with users to check for conformance with the scope requirements
b. Construction Phase
• Advise the System Member of any trends that affect completion of the Project,
• Attend progress meetings (at least monthly) and insure that the contractor
provides and distributes minutes of the meetings.
• Maintain a thorough knowledge of the plans and specifications, personally
observe, check, and measure items placed in the construction for compliance to
the contract documents, supplemental instruction from the project
Arch itectlEnginter and support the duality control efforts of the Developer's
engineering team.
• Establish and maintain communication protocol among System Member staff,
the Mrveloper, the design team and th e Contrac [or.
■ Review and comment on submittals in e-Builder for completeness and accuracy.
• Review proposed change orders (if applicable) and advise the System Member
as to reasonahleness-
• Maintain a diary in e-Builder describing general events, noting problems and
unusual events.
Design and Pre -Construction Services Agreement Page 90 of 94
\\4138-7294-0624 A
• Review drawings for operation needs and conformance to the design.
• Review R F I s for potential changes or potential instructions to the contractor to
insure conformancc with code, operation needs and conformance to the design
intent.
• Review Contractor Quality Control (QC) daily reports for accuracy and
completeness.
• Take appropriate photographs that document construction progress and
problems, such as capturing items that will not be seen later in e-builder.
• Verify the Contractor's implementation of the SW PPP,
• Review and verify the Contractor's Project record drawings are updated to reflect
all changes at the end of the Project.
Provide inspections of the construction, including;
1. Inspect the work of the Contractor for progress, workmanship, and
conformance with the approved contract documents and applicable codes
and regulations,
2. Whcn work is found to be in non-conformance, document the dAcicncies
in e-Builder and promptly provide notification of the deficiencies to the
System Member, the Developer, the design team and the Contractor.
3. Issue inspection dcpciency list to the System Member with a copy to the
Developer, the design team and the Contractor. Conduct re- inspections
to verify that the deficiencies have been corrected.
c. Close -Out Phase
Coordinatc close-out procedures, including transfer of complete project record
drawings to the System Member.
Verify all required O&M manuals, warranties, guarantees, and close-out
rcquircments are complete and in compliance with the contract documents.
Design and Pre -Construction Services Agreement Page 91 of 94
\\4138-7294-0624 A
ATTACHMENT 9
4anefal and Spacial InspacFlona For Developer Managed Pm)ecls
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Design and Pre -Construction Services Agreement Page 92 of 94
\\4138-7294-0624 A
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Design and Pre -Construction Services Agreement Page 93 of 94
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ATTACHMENT C
Project Number & Nacre
Contractor's Work Inspectlon Request Form (CWIR)
CONTRACTOR'S WORKS INSPECTION REQUEST (CWTR) -FART A
❑ Inihal htspechnn Requeal ❑Radnspecfion Request Original CWIR N0.08t8 CWIR No. IAsslgned by GC):
❑Plmbing mush ir' ❑Yrdimici_,hm ❑EhdrrA1 nil ❑Fir Tn-lin T}xrc is ❑ FWkrWRbdcn9 ❑Rncirrilull9n,m MS; u
❑oNn6i'g lop wl ❑MkAdeieal F-OAe-Why ❑ Fire 94. imArr4 irol' Q 9dr/'NdhFYe V5e1 ❑ 75IYIlel gvrgy4Gn
❑=t,Gaygq 1u4rr ❑ tYl mtU vai[al ❑ nlmnpk on
❑ Aas.cec[rp L'EP f ❑ G., SaaH Ylre-pou Nw4ten
Ppacriptign at lf/prk IO by Insppct4d: Isn.=h higl�lyniud• nrlN. nl.rined`.I��d I
Localion of Work to be inspected:
Ralavant Drawings Not 1 Spacillcatlan References:
Inspection Data: I
suUmlll" by:
Reoelved hy:
InSpeCtipa TlFnV
DPte. Tlmo-
Data� Ylme.
CONTRACTOR'S WORKS INSPECTION REQUEST (CWIR)-PART B
ALMMIT z HOURS BEFORE THE PL"NEO TItiE OF InSPrcrlbN
Subcontractor re- Inspertion igri
TFAGE CWMENTt 91GNATME DATEI rIIE
PLUMil Hd
E GTRICA
FRAYING
GTHF 0i V,
I,QNFIRMATION OF CONTRACTOR'$ QA j QC INSPECTION I SECTION B
GonfiFinatian of cacrdinaticn and compliance with apgcificaticns, udgs, approved drawings, Mglhod Statement, and Quality Central Plan
0 YES E No I Mote.. If'Nd, any departure from the speciRcaucns. approved drawings, Method Statement and Oualky Control Plan 0 be
recorded benw.
Signed bythe Contractors QAlOC Engineer! Manager (DATE:
Sec. A completed by Contractor and Sub must be submitted m the Construction mEpector 24 HRS prior to planned Inspection time. Original copy with Sec. B
must be completed, signed and handed to the inapectdr prlorto the Inspection. Inspector reserves the right in cancel the inspection if Section A is not
mmptated
Nom€
r Plumbingrough in to include, but is not limited to: under slab drain piping, water supply and site utilities
9 ARP 9� PPh'PPinB�
2 Mechsnlcal rough In lndudea ducta, wiring, and unar,
s Electrical rough in includes all of the electrical system, firs alarm. data system, grounding system, controls and any other system Thal is referenced fh the
spec'dicMions
Fire Alarm Systems final is to be performed orwimessed by the AHJ and is to include the alamts. spirWer systems, emergency lighting and exit signs.
fire pumps, fixed extinguishing systems, smoke control and evacuation systems and emergency generators
MEP above ceiling final price to installing ceiling panslsrsypsum
JANUARY 29, 2024
Design and Pre -Construction Services Agreement Page 94 of 94
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RESOLUTION NO. FWRILGC-2024-06
AUTHORIZING EXECUTION OF A DESIGN AND PRE -CONSTRUCTION
AGREEMENT WITH AFWPD, LLC
WHEREAS, the Texas Transportation Corporation Act, Chapter 431 of the Texas
Transportation Code ("Act"), and Chapter 394 of the Texas Local Government Code ("Chapter
394") authorize the creation of a local government corporation to aid and act on behalf of local
governments to accomplish a governmental purpose of the local governments;
WHEREAS, the Texas A&M University System ("TAMUS") plans to develop four
parcels of land in downtown Fort Worth that will house the Texas A&M University School of Law
and other TAMUS functions alongside private firms in a manner that encourages innovation and
entrepreneurship within an urban research campus environment ("Project");
WHEREAS, in 2023, recognizing the benefits of the Project to downtown Fort Worth, the
City of Fort Worth (the "City") created the Research and Innovation Local Government
Corporation (the "Corporation") to facilitate financing of the Project; and
WHEREAS, the Corporation previously authorized execution of an Interlocal Agreement
with TAMUS to detail the collaboration between TAMUS and the Corporation concerning the
development of pre -construction design and cost estimates (the "Plan") for the Texas A&M Fort
Worth Research and Innovation Building that will be part of the Project
WHEREAS, a Design and Pre -construction Agreement ("DPCA") with AFWP, LLC
("Developer") is necessary to develop the Plan;
WHEREAS, the DPCA will be in an amount not to exceed $19,700,000.00 and includes
proceeds from the sale of debt plus Corporation funds in the amount of $2,353,725.00
NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION:
1. The Corporation is hereby authorized to enter into an DPCA with the Developer
for the purpose of developing the Plan in an amount not to exceed $19,700,000.00.
2. The Corporation is hereby authorized to execute any other documents necessary to
effectuate the above DPCA.
3. This Resolution shall take effect from the date of its adoption.
Adopted this September 24, 2024.
RESOLUTION NO. FWRILGC-2024-06
PAGE
By:
Elizabeth Beck
President
Attest:
Jannette S. Goodall
Corporate Secretary