Finance and Administration - Board of Trustees - The University of ...

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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - Actionnot knowingly undertake or permit any construction on the Cherokee Farm Property, engage theservices of any contractor or other third party, expend any funds or incur any debt in connectionwith the development of the Project or the performance of any other obligation under thisAgreement, unless either (i)(A) the action shall have been contemplated in this Agreement, theMaster Plan and the Development Guidelines and (B) such action can be completed within themonetary limits described in Section 3.2 below, or (ii) the action is expressly approved byUniversity in writing.ARTICLE 2TERM OF AGREEMENT72.1 AGREEMENT TERM. This Agreement shall be effective for a term commencing onMarch 1, 2012 and ending on February 28, 2017, subject to Section 2.2 below. The Universityshall have no obligation for services rendered by UTRF which are not performed within thespecified term. This Agreement may be extended by written agreement of the parties afterreview of budgets.2.2 EARLY TERMINATION.(a) Termination for Convenience. Either of the parties may terminate this Agreementby giving ninety (90) days’ written notice before the effective termination date. In that event,UTRF shall be entitled to receive equitable compensation for satisfactory services completed asof the termination date.(b) Termination for Cause. Either party may terminate this Agreement upon the otherparty’s failure to perform any of its material obligations hereunder, which failure is not cured bythe non-performing party within thirty (30) days after receipt of written notice thereof.Notwithstanding the above, UTRF shall not be relieved of liability to the University for damagessustained by virtue of any breach of this Agreement by UTRF.ARTICLE 3COMPENSATION3.1 PAYMENT METHODOLOGY. University will advance to UTRF the sum of onehundred fifty thousand dollars ($150,000) within thirty (30) days after the full execution of thisAgreement. Thereafter, University will make payments to UTRF for Reimbursable Costs (ashereinafter defined) within thirty (30) days after UTRF’s submission to University of quarterlyinvoices, not to exceed the maximum liabilities established in Section 3.2. “ReimbursableCosts” shall include only those expenses and fees incurred in accordance with the Scope ofServices described in Exhibit A, including without limitation, costs, fees and expenses related todevelopment staff, architectural, appraisal and survey services, accounting services, legalservices, travel, office and supplies, as well as an annual administrative fee.3.2. MAXIMUM LIABILITY. The parties anticipate that the liability of the University underthis Agreement shall equal approximately six hundred thousand dollars ($600,000) annually;provided, however, in no event shall the maximum liability of the University under this8116659.9 4153
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - ActionAgreement exceed (a) three million dollars ($3,000,000) in the aggregate over the initial fiveyear term of this Agreement, or (b) eight hundred thousand dollars ($800,000) in any calendaryear. This maximum liability is not subject to escalation for any reason unless this Agreement isamended in writing by the University President and an authorized representative of UTRF. Thismaximum liability includes all applicable taxes, fees, overhead, and all other direct and indirectcosts incurred or to be incurred by UTRF.3.3 PROCUREMENT. To the extent UTRF submits costs for reimbursement pursuant to thisArticle 3, the procurement of such goods, materials, supplies, equipment, and/or services shall bemade on a competitive basis, including the use of competitive bidding procedures, wherepractical.73.4 RECORDS. UTRF shall retain documentation for all Reimbursable Costs charged toUniversity under this Agreement. The books, records, and documents of UTRF, insofar as theyrelate to work performed or money received under this Agreement, shall be maintained for aperiod of three (3) full years from the date of the final payment and shall be subject to audit atany reasonable time and upon reasonable notice by University, the Tennessee Comptroller of theTreasury, or their duly appointed representatives. The financial statements of UTRF shall beprepared in accordance with generally accepted accounting principles.3.5 MONITORING AND PROGRESS REPORTING. UTRF’s activities conducted andrecords maintained pursuant to this Agreement shall be subject to monitoring and evaluation bythe University, the Tennessee Comptroller of the Treasury, or their duly appointedrepresentatives. In connection with request for payment of Reimbursable Costs, UTRF shallsubmit brief, quarterly progress reports to the University.ARTICLE 4LIABILITY AND INDEMNIFICATION4.1 UNIVERSITY LIABILITY. University shall have no liability to UTRF, except asprovided in this Agreement or under applicable law.4.2 HOLD HARMLESS. UTRF shall indemnify, hold harmless, and at University’s request,defend University for injury or loss to third parties arising out of UTRF’s acts or omissions, orthe acts or omissions of any subcontractor or grantee, in the performance of this Agreement.ARTICLE 5MISCELLANEOUS5.1 REQUIRED APPROVALS. University is not bound by this Agreement until it isapproved by the appropriate University and governmental officials in accordance with applicableState laws and regulations and applicable University policies.5.2 MODIFICATION AND AMENDMENT. This Agreement may be modified only by awritten amendment executed by all parties hereto and approved by the appropriate University8116659.9 5154
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