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Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - ActionEXHIBIT ASCOPE OF SERVICES TO BE PROVIDED BYUNIVERSITY OF TENNESSEE RESEARCH FOUNDATIONUTRF will perform the following services under the terms of this Agreement: Recruit public and private development partners and tenants for new research labsand office space. Negotiate and execute development agreements with public and private developmentpartners (“Development Agreements”), subject to final approval by UniversityPresident and limited by the Master Plan, the Development Guidelines and theGround Lease. Negotiate and execute lease and/or sublease agreements with tenants, whenappropriate, for space in developed buildings or for lease of land with obligation toconstruct buildings thereon (“Leases”), subject to final approval by UniversityPresident and limited by the Master Plan, the Development Guidelines and theGround Lease; provided, that at the termination of all Leases, unless otherwiserenewed or agreed, title to all improvements shall pass to the University, unless theUniversity requires that the improvements be removed, at the tenant’s sole expense. Manage and oversee development, maintenance, operation and tenant occupancy inthe Project. This oversight does not include design and installation of InfrastructureImprovements. This facility management does not include services, if any, to beperformed by University under the Ground Lease. Further, if UTRF so elects, UTRFmay contract with the University to perform certain services upon the premises leasedby UTRF under the Ground Lease, including maintenance of grounds, landscaping,parking lots, cleaning of trash and debris, pest control, site lighting, and snow and iceremoval, pursuant to a separate agreement to be negotiated. Procure surveys and appraisals of Cherokee Farm building sites to assist with demiseof premises and determination of competitive lease rates for development and leasepurposes. Supervise construction of the Project, including: (a) negotiate contracts with, andsupervise the performance of, all architects, landscapers, engineers, planners,designers, general contractors, technology suppliers and consultants, and othersuppliers and servicers utilized in the development of the Project, as appropriate, and(b) coordinate with management personnel, architects and contractors of the Project’stenants with respect to the design and construction of improvements to ensurecompliance with the Development Guidelines. Update and revise the limits on Reimbursable Costs, as set forth in Section 3.2,during the course of development of the Project; provided, however, that anymodification of the limits set forth in Section 3.2 must be approved by University andUTRF. Provide quarterly progress reports to University, describing in reasonable detail thestatus of any Development Agreements, Leases or other Contracts that have beenexecuted, or that are being negotiated, with regard to the Project, along with the statusof construction of any improvements.78116659.9 A-1159
Finance and Administration Committee - IX. Agreements for Development of the Cherokee Farm Research Park - ActionRequire all contractors, subcontractors and other parties performing work at theProject (“Contractors”) to maintain insurance and otherwise comply with thefollowing:a. Contractors shall furnish a payment bond and a performance bond in theamount of the cost to complete the work issued by a bonding company acceptableboth to UTRF and University, licensed in the state of Tennessee, wherein UTRFand University are named as co-obligees.b. Contractors shall purchase and maintain insurance as follows:1) Worker’s Compensation:Applicable Federal and State Statutory StatutoryEmployer’s Liability $500,000.002) Comprehensive General Liability, including Products andCompleted Operations Broad form Property Damage Liability,Contractual, Personal Injury and XCU Coverage (if applicable)(i) Bodily Injury Limits of: $1,000,000.00Annual Aggregate of: $2,000,000.00(ii) Property Damage Limits of: $1,000,000.00Annual Aggregate of: $2,000,000.00OR Combined Single Limits equal to: $2,000,000.003) Automobile Liability to include Owned, Non-owned, and Hired;Bodily Injury and Property DamageCombined Single Limit $500,000.00c. Such insurance shall be underwritten by a company or companiesauthorized to do business in the State of Tennessee. A Certificate ofInsurance evidencing the coverage required above shall name both UTRFand University as additional insureds on the face of the Certificate andshall include the provision that UTRF and University shall be notified ofany changes, deletions, or cancellation of coverage(s) at least thirty (30)days prior to such action.d. Contractors shall also procure and maintain Builder’s Risk Insurance tothe full completed value on a non-reporting basis at the work site. Thisinsurance shall include UTRF and University as named insureds, as wellas the Contractors. The Contractors shall be responsible for any deductibleapplicable to this insurance coverage. Evidence of such coverage shall bein the form of copies of the original policy signed by the insurer or theirauthorized representative.e. The bonds and certificate(s) described above shall be furnished to UTRFprior to commencement of the work.f. Contractors shall be responsible from the time of their execution of theconstruction contract or from the time of the beginning of the first work,whichever shall be earlier, for any and all injuries to persons or damagesto property resulting from the work. In addition, the Contractors shallassume the obligation to defend, indemnify, and hold both the UTRF andUniversity harmless from and against all losses, damages, suits and claimsfor damages to property and injuries to persons at any place in which work78116659.9 A-2160
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