ESBD_File_266476_CBDO-22-141 PVAMU Development.pdf

THE TEXAS A&M UNIVERSITY SYSTEM

Office of Procurement and HUB Program

REQUEST FOR PROPOSAL

RFP Number: RFP01-CBDO-22-141 PVAMU Ground Lease

Development Opportunity

PROPOSAL MUST BE RECEIVED BEFORE:

2:00 P.M. Central Time (CST) on March 23, 2022

EMAIL RFP RESPONSES TO:

SOPROCUREMENT@TAMUS.EDU

SUBJECT LINE: RFP01 CBDO-22-141

Attn: Jeff Zimmermann

NOTE: Proposal response must be received by The Texas A&M University System Office of Procurement and HUB Program before the date and time specified for receipt of proposal as stated within Section 2.3 of this RFP. After the due date and time, only the names of respondents will be made public.

REFER INQUIRIES TO:

Jeff Zimmermann, Director Procurement and Business Services | HUB Program

The Texas A&M University System soprocurement@tamus.edu

All proposals shall become the property of The Texas A&M University System and the State of Texas upon receipt. Proposals may be subject to public review after contracts have been executed. Refer to Section

4.14 for more information regarding public information.

mailto:SOPROCUREMENT@TAMUS.EDU mailto:Soprocurement@tamus.edu

The Texas A&M University System RFP01 CBDO-22-141 Page 2 of 21

TABLE OF CONTENTS

SECTION 1 INTRODUCTION

SECTION 2 INSTRUCTIONS FOR RESPONDENTS

SECTION 3 SCOPE AND PROPOSAL

SECTION 4 GENERAL TERMS AND CONDITIONS

EXHIBIT A EXECUTION OF OFFER

EXHIBIT B NON-COLLUSION AFFIDAVIT

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SECTION 1 – INTRODUCTION

1.1 Introduction

The Texas A&M University System (“A&M System”) is soliciting proposals for selection of a real estate developer (also referred to as “Developer” or “Respondent”) to enter into a real property ground lease for the development of commercial (office and retail) and/or mixed use development on the property of Prairie View A&M University (“PVAMU”) in Prairie View, Texas.

If a Developer or Developers are selected, depending on the method of construction financing proposed by the Respondent(s) and approved by A&M System, A&M System will either (i) enter into a long-term ground lease with Developer(s) or an affiliated entity for the performance of services on A&M System land, or (ii) enter into a long-term ground lease with a nonprofit entity, which will then contract with the Developer for performance of the services on A&M System land.

Proposals shall be in accordance with the terms, conditions, and requirements set forth in this Request for Proposal (RFP).

1.2 Background

The Texas A&M University System

The A&M System is one of the largest systems of higher education in the nation, with a budget of $6.3 billion. Through a statewide network of eleven universities, a comprehensive health science center, eight state agencies, and the RELLIS Campus, the A&M System educates more than 153,000 students and makes more than 22 million additional educational contacts through service and outreach programs each year. System-wide, research and development expenditures exceed $1 billion and help drive the state’s economy. More information about the Texas A&M University System and all of its Members can be found at the A&M System About page.

Prairie View A&M University

PVAMU, the second oldest public institution of higher education in Texas, originated in the Texas Constitution of 1876. The University’s original curriculum was designated by the Texas Legislature in 1879 to be that of a “Normal School” for the preparation and training of teachers. This curriculum was expanded to include the arts and sciences, home economics, agriculture, mechanical arts and nursing after the University was established as a branch of the Agricultural Experiment Station (Hatch Act, 1887) and as a Land Grant College (Morrill Act, 1890). Thus began the tradition of agricultural research and community service, which continues today.

PVAMU is a state-assisted, public, comprehensive land grant institution of higher education. The university was designated in a 1984 amendment to the Texas Constitution as an “institution of the first class” and remains dedicated to achieving excellence and relevance in teaching, research and service. It seeks to invest in programs and services that address issues and challenges affecting the diverse ethnic and socioeconomic population of Texas and the larger society including the global arena. The university seeks to provide a high quality educational experience for students who, upon completion of bachelors, masters, or doctorate degrees, possess self-sufficiency and professional competences. The experience is imbued by the institution’s values including, but not limited to, access and quality, accountability, diversity, leadership, relevance, and social responsibility.

1.3 Development Opportunity

The A&M System is interested in providing a tract of land near the intersection of US290 and http://www.tamus.edu/about/

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University Dr. (as depicted on the attached survey documents) for development. Types of development opportunities may include but are not limited to retail, grocery, entertainment, commercial space, office, healthcare and/or a mixed-use development. Refer to Section 3 for additional information regarding the scope and property.

The intent of this RFP is to allow all interested / prospective developers to provide a sufficient amount of data that will enable the A&M System to determine which developer is in fact best able to meet the criteria which are to be considered in the award of the ground lease. A&M System will consider all proposed ground lease terms that are deemed appropriate by the A&M System.

By submitting responses, each Respondent certifies that it understands this RFP and has full knowledge of the scope and nature of the opportunity described herein. Each Respondent also certifies that it understands that all costs relating to preparing and responding to this RFP will be the sole responsibility of the Respondent.

Respondent is to independently investigate and verify, at its own discretion, all information acquired from Texas A&M University or from any other source which is relied on by Respondent in the preparation of its proposal.

1.4 Pre-Proposal Conference

There will be two pre-proposal conferences scheduled for this development opportunity.

Attendance is NOT mandatory at either of these conferences, however it is highly encouraged to attend at least one. Exact time and location are still to be determined and a notice of this information will be provided as soon as available. Please send an email of interest to soprocurement@tamus.edu and the notice will be sent to you directly once available.

Pre-proposal Conference I:

January 25, 2022 Prairie View A&M Campus Pre-proposal Conference II:

February 4, 2022 Prairie View A&M Campus

1.5 Calendar Of Events

Release of RFP ....................................................................................... December 23, 2021 Pre-Proposal Conference I ......................................................................... January 25, 2022 Pre-Proposal Conference II ........................................................................ February 4, 2022 Deadline for Receiving Proposals ................................................................ March 23, 2022 Interview Top Proposal Teams (A&M System’s Option) ................................................ TBD Anticipated Award Date ................................................................................................. TBD

The A&M System will make every effort to adhere to the above schedule. The schedule, however, is subject to change. This may be in the event that further clarification of responses or terms of contract are in the best interest of the A&M System and/or in the event the A&M System requires more time to assure that the selection of the Respondent is in accordance with its policies, rules and regulations, as well as actual timing needs.

mailto:soprocurement@tamus.edu

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1.6 Priorities/Expectations

Respondents should note the following priorities/expectations with regard to the possibility of the A&M System establishing a contractual relationship with any Respondent:

(a) Ensuring a Quality Level of Service. This priority encompasses the quality of the level of service that can be provided to the A&M System in a timely, cost effective manner. The A&M System is seeking a Respondent that will ensure the provision of such quality in its delivery of service through proven techniques and established metrics.

(b) Level of Experience and Expertise. Respondent must demonstrate its capabilities in providing the utmost level of experience and expertise to ensure a successful project as determined by the A&M System.

(c) Financial Stability. Respondent must demonstrate its financial stability and capabilities in providing the required services through financial statements or other means of substantiation.

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SECTION 2 - INSTRUCTIONS FOR RESPONDENTS

2.1 General Information

Proposals are to be in accordance with the outline and specifications contained herein, are to remain in effect a minimum of 120 days from the date of submission, and may be subject to further extensions as negotiated. A statement to this effect should be contained in the Respondent's cover letter.

This RFP contains specific requests for information. Respondents are encouraged to examine all sections of this RFP carefully, in that the degree of interrelationship between sections is critical.

In responding to this RFP, Respondents are encouraged to provide any additional information they believe relevant.

Clause headings appearing in this RFP have been inserted for convenience and ready reference.

They do not purport to define, limit or extend the scope or intent of the respective clauses.

Whenever the terms “must", "shall", "will", "is required”, or "are required” are used in the RFP, the subject being referred to is to be a required feature of this RFP and critical to the resulting submittal.

In those cases where mandatory requirements are stated, material failure to meet those requirements could result in disqualification of the Respondent's response. Any deviation or exception from RFP specifications must be clearly identified by the Respondent in its submittal.

Expenses for developing and presenting proposals shall be the entire responsibility of the Respondent and shall not be chargeable to the A&M System. All supporting documentation submitted with this submittal will become the property of the A&M System.

2.2 Examination of the Request for Proposal

Before submitting, each Respondent will be held to have examined the A&M System requirements outlined in Section 3, and satisfied itself as to the existing conditions under which it will be obligated to perform in accordance with specifications of this RFP.

No claim for additional compensation will be allowed due to unfamiliarity with the specifications and/or existing conditions. It shall be understood that the Respondent has full knowledge of all the existing and/or revised conditions and accepts them "as is."

2.3 Proposal Submission Instructions

All proposals must be received by the A&M System no later than 2:00:00 p.m. CST, March 23, 2022, electronically via email to soprocurement@tamus.edu with the subject line of: “RFP01 CBDO-22-141 PVAMU Development”.

The sent time indicated within the A&M System email server shall be used for the receipt and acceptance of the response. Late proposals will not be considered under any circumstances.

Telephone and facsimile (Fax) proposals are not acceptable and will not be considered under any circumstances.

Submittal Format:

Submission shall be saved as three (3) separate files in Adobe Portable Document Format (PDF) according to the items listed below and named as such; I) “company name – Forms, II) “company name – Proposal” and III) “company name – Financials”.

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2.4 Proposal Components

The following documents are to be returned as part of your proposal response. Failure to include these documents will be basis for response disqualification.

I. Forms

Signed Execution of Offer (Exhibit A) Non-Collusion Affidavit (Exhibit B) signed and notarized HUB Participation Plan (Section 3.7)

II. Proposal

Technical Proposal (Section 3.5) Company References (Section 3.6)

III. Financials

Document(s) proving financial capability to complete the project (sent with proposal as a separate file and attachment)

NOTE: Additional information regarding the Execution of Offer and Non-Collusion Affidavit.

• Execution of Offer: The signature in the Execution of Offer within the electronic copy shall serve as the official signature of record. Signature can be done electronically with DocuSign, Adobe or another similar tool.

• Non-Collusion Affidavit: The Respondent signature and notary on this document may be done electronically with an e-signature tool with that capability. An agreement may not be executed with the awarded Respondent until this document is fully signed and notarized.

2.5 Inquiries and Interpretations

All questions concerning this RFP are to be directed, in writing, to Jeff Zimmermann at soprocurement@tamus.edu. Respondent may not contact other individuals at the A&M System to discuss any aspect of this RFP, unless expressly authorized by the A&M System Procurement & HUB Program office to do so. The A&M System will publish all questions in the form of an addendum with responses at least two (2) days prior to the Deadline for Receiving Proposals as stated in the schedule in Section 1.5.

Responses to inquiries which directly affect an interpretation or change to this RFP will be issued in writing by addendum/amendment and posted to the Electronic State Business Daily (ESBD).

http://www.txsmartbuy.com/sp (Input Agency Number “710” and select “Posted” for the Status)

All such addenda/amendments issued by the A&M System prior to the time that proposals are received shall be considered part of the RFP, and the Respondent shall consider and acknowledge receipt of such in their proposal. Only those A&M System replied to inquiries which are made by formal written addenda shall be binding. Oral and other interpretations or clarification will be without legal effect.

2.6 Selection Process

The evaluation of the proposals shall be based on a development that the A&M System deems to http://www.txsmartbuy.com/sp

The Texas A&M University System RFP01 CBDO-22-141 Page 8 of 21 represent the best value to the A&M System. The RFP provides the information necessary to prepare and submit proposals for consideration by the A&M System. All properly submitted proposals will be reviewed, evaluated, and ranked by the A&M System. The A&M System will rank the Respondents in the order that they provide the overall “best value” to the A&M System based on an evaluation of the responses to the RFP. The A&M System may interview one or more of the top ranked Respondents as part of the evaluation process.

After proposal tabulation and such investigation of Respondents as the A&M System deems appropriate, an award may be made to the vendor whose proposal it judges to represent the best value to the A&M System. Final determination for award of the contract will be made on the overall best value to the A&M System. The A&M System reserves the right to reject any or all proposals.

No award will be made until the A&M System is fully satisfied that the developer and/or its affiliated entity or non-profit entity is professionally, financially and otherwise competent and capable of entering into a long-term ground lease and comply with the conditions specified in the lease.

By submitting its proposal in response to this RFP, Respondent accepts the evaluation process and acknowledges and accepts that determination of the “best value” firm(s) will require subjective judgments by the A&M System.

The selection of the successful proposal may be made by the A&M System on the basis of the proposals initially submitted, without discussion, clarification, or modification. In the alternative, selection of the successful proposal may be made by the A&M System on the basis of negotiation with any of the Respondents. The A&M System shall not disclose any information derived from the proposals submitted by competing Respondents in conducting such discussions.

All proposals must be complete and convey all of the information requested to be considered responsive. If a proposal fails to conform to the essential requirements of the RFP, the A&M System alone will determine whether the variance is significant enough to consider the proposal susceptible to being made acceptable, and therefore a candidate for further consideration, or not susceptible and therefore not considered for award.

The A&M System may perform reference checks and seek further information, as needed from all Respondents whose proposals the System, at its discretion, considers viable, based on the initial evaluation and scoring. The Proposer’s response to this requirement officially authorizes the A&M System to contact these organizations to discuss the services and other considerations which the Proposer has provided to such organizations and authorizes the organizations to provide such information to the A&M System and Proposer shall and hereby does release and hold harmless the A&M System, the state of Texas, and the organization of any and all liability whatsoever, in connection with providing and receiving all such information. Any negative responses received from reference checks may be grounds for disqualification of the proposal.

The A&M System reserves the right to reject any or all proposals and re-solicit for new proposals, or to reject any or all proposals and temporarily or permanently abandon the project. The A&M System makes no representations, written or oral, that it will enter into any form of agreement with any respondent to this RFP for any project and no such representation is intended or should be construed by the issuance of this RFP.

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SECTION 3 – SCOPE & PROPOSAL

3.1 Scope

The objective of this development is to achieve the highest and best use of the property in a manner which is physically and functionally integrated with the current development of PVAMU.

Respondents may propose on the entire property available or a portion thereof. The A&M System will consider all proposals and has the option to award to one or more Respondents based on the best interest as determined by the A&M System and Prairie View A&M University.

3.2 Property Offered For Consideration

The Property is currently undeveloped. The following information is provided for your reference:

• Property location: per the attached survey maps

• Approximate acres for development: approximately 53 acres

• Property Description: see attached survey maps

3.3 Site Development

Subject to review and approval of the A&M System, the selected developer(s) must make all arrangements to secure private financing for all costs of development, construction, management, operation and maintenance of the project. The A&M System’s interest in the property cannot be subordinated to any financing arrangements for the project. The A&M System will incur no financial obligation with respect to this project.

The A&M System will lease the land “as is” to, depending on the method of construction financing proposed by the Respondent, Respondent or an affiliated entity for performance of the development on A&M System land, or (ii) enter into a long-term ground lease with a nonprofit entity, which will then contract with the Respondent for performance of the development on A&M System land for a specified annual amount and/or profit share component.

Upon termination of the ground lease, all improvements will revert to the A&M System. The A&M System will have a right of first offer, right of first refusal, and will retain the option to purchase the improvements at any time during the term of the lease agreement.

3.4 Type of Contract

Contracts resulting from this solicitation will be in the form of a long term ground lease agreement to be negotiated with the A&M System; and approved by the System Board of Regents. The ground lease will be a net lease, and will contain, among other terms, (i) the obligation of the Respondent, Respondent’s affiliated entity or non-profit entity to pay all ad valorem property taxes accruing as a result of the development, if applicable, (ii) covenants and restrictions on the use of the property, and (iii) a requirement to submit site plans for approval and construction plans for compliance with applicable codes and payment of a fee for the A&M System’s review and approval of the plans.

Respondent will be required to ensure that resultant contracts with a construction firm, either by it, its affiliated entity or non-profit entity, includes requirements for publicly advertising all major trade contracts and subcontracts, with review of the proposals and selections being provided to the A&M System in a form acceptable to the A&M System.

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3.5 Technical Proposal

Respondents shall address the following items in the proposal response:

a. A list of the names and addresses of all the owners, executives, managers, partners, members, shareholders, or principals of the Respondent, and all entities having an ownership interest in the Respondent. Also, include a complete general description of experience in the respective fields for each of the parties listed.

b. A list of similar properties (no more than five) you have developed or are developing, including locations, and give length of time to develop the property from commencement to end.

Developments initiated or completed within the last five years are preferred. Explain in detail.

If a development listed is from a specific party and not the actual Respondent, please state which party was responsible for that development and their role.

c. A detailed description of the type of development proposed on the property to include but not limited to the following information.

• Primary field of business and services to be offered

• Acreage to be included in the proposed development

• Targeted clients

• Proposed timeline of the development to include phases if applicable

• Any other information relevant to evaluating the integrity of the development to be associated with the RELLIS Campus through a ground lease arrangement

d. Describe the Method of Finance to fund the project (i.e. Pre-approval letter, etc.).

e. Provide a preliminary multi-year pro-forma with substantiation on rental rates and expenses.

All assumptions used in developing this pro-forma shall be disclosed within your submission.

f. Pro-forma to include developer’s projected ground rent payment structure (i.e. base rent/profit share, etc).

3.6 Company References

Respondents shall provide four (4) references, preferably two from institutions of higher education with a similar development opportunity. Each reference shall include at least the following:

Company name Contact person name and title Contact phone number and email address General description of the completed scope and services provided

Note: References provided may be from experience for a member of the development team and not necessarily from the developer who is responding. For all references make it clear who on your team was responsible for each provided.

3.7 HUB Participation Plan

It is the policy of the State of Texas and the A&M System to encourage the use of Historically Underutilized Businesses (HUBs) both directly and indirectly in our prime contracts and subcontracting efforts. The goal of the HUB Program is to promote equal access and equal opportunity in A&M System contracting and purchasing.

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Subcontracting opportunities are defined as those opportunities contracted with a vendor to work, to supply commodities, or contribute toward completing work for a governmental entity.

Respondents are required to submit a HUB Participation Plan describing in detail how they will commit to a “Good Faith Effort” to attract and use State of Texas certified HUB vendors.

A HUB Participation Plan is required to be submitted by each Respondent. Failure to submit a comprehensive, acceptable HUB Participation Plan will be considered a material failure to comply with the requirements of this RFP and may result in rejection of the response. This HUB Participation Plan shall be a detailed plan outlining your methodology of HUB Participation – a blue print that accurately represents your company’s strategy for evaluation of intent.

Respondents shall address the following items at a minimum while developing the HUB Participation Plan.

1. The Respondent shall state whether it is a Texas certified HUB vendor.

2. State its commitment to making a good faith effort to include HUB vendors in this development.

3. Discuss general areas of potential subcontracting opportunities as it relates to design, construction, management and operation of the development.

4. Describe how you intend to locate HUB vendors for solicitation and possible inclusion in this development. For example, will you use the CMBL/HUB Directory listings (https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do)? Will you advertise in minority or trade organization newsletters or newspapers? Etc.

5. Provide a list of the trade organizations or development centers that you intend to work with in your outreach efforts. Examples of these can be found at the following site;

https://comptroller.texas.gov/purchasing/vendor/hub/resources.php

For more information regarding the HUB Participation Plan requirements, please contact Jeff Zimmermann at soprocurement@tamus.edu or (979) 458-6410.

Upon execution of an Agreement, additional documentation may be required, including but not limited to, a complete HUB Subcontracting Plan for the design, construction and management of the facilities (if applicable), and Prime Contractor Progress Assessment Report (PAR) forms to document compliance with your HUB Subcontracting Plan. These forms can be found at the following site; https://www.tamus.edu/business/hub-procurement/hub-programs/

3.8 Payment and Performance Bonds

Respondent shall be required to ensure that the construction agreement entered into by it, its affiliated entity or non-profit entity contains a requirement for the general contractor to issue payment and performance bonds in a penal sum equal to contract sum of the original construction contract. The performance bond shall guarantee the faithful performance of the work in accordance with the construction contract documents. The payment bond shall be solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with the general contractor or a subcontractor. The bonds shall be executed by a corporate surety or sureties authorized to do business in the state of Texas and in compliance with the relevant provisions of the Texas Insurance Code. Sureties shall be listed on the US Department of the Treasury’s Listing of approved Sureties stating companies holding Certificates of Authority as acceptable sureties on Federal Bonds and acceptable reinsuring companies (Department Circular

570) and have a rating of A- or better with A.M. Best Company.

https://mycpa.cpa.state.tx.us/tpasscmblsearch/tpasscmblsearch.do https://comptroller.texas.gov/purchasing/vendor/hub/resources.php https://www.tamus.edu/business/hub-procurement/hub-programs/

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3.9 Compliance with Laws and Pre-Construction Requirements

Respondent must comply with all applicable Governmental Regulations with respect to the development, construction, ownership, maintenance, repair, management, leasing and operation of the project. The term “Governmental Regulations” means all laws, statutes, regulations, codes, ordinances, orders, permits, and requirements of any federal, state, or local governmental authority having jurisdiction over the property and the project as well as the orders of the fire marshal, board of fire underwriters, and similar bodies affecting the property and the project or the management, leasing, use, construction, maintenance, repair, or reconstruction thereof.

Respondent may be required to obtain a real property survey and a Phase I Environmental Site Assessment on the site prior to construction.

State antiquities law requires 30-day advance notice to the Texas Historical Commission prior to breaking ground on state-owned land. RESPONDENT IS EXPRESSLY PLACED ON NOTICE OF THE NATIONAL HISTORICAL PRESERVATION ACT OF 1966 (PB-89-66, 80 STATUTE 915; 16 U.S.C.A.

§470) AND THE ANTIQUITIES CODE OF TEXAS, CHAPTER 191, TEX. NAT. RES. CODE ANN. BEFORE

BREAKING GROUND AT THE PROPERTY, RESPONDENT MUST NOTIFY THE TEXAS HISTORICAL

COMMISSION. AN ARCHEOLOGICAL SURVEY, AT RESPONDENT’S SOLE COST AND EXPENSE,

MIGHT BE REQUIRED BY THE COMMISSION BEFORE CONSTRUCTION OR INSTALLATION OF ANY

IMPROVEMENTS CAN COMMENCE.

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SECTION 4 - GENERAL TERMS AND CONDITIONS

4.1 Terms and Conditions

The A&M System reserves the right to accept, reject, modify, and/or negotiate any and all proposals received in conjunction with this RFP. It reserves the right to waive any defect or informality in the proposals on the basis of what it considers to be in its best interests. Any submittal which the A&M System determines to be incomplete, conditional, obscure, or which has irregularities of any kind, may be rejected. The A&M System reserves the right to award to the firm, or firms, which in our sole judgment, will best serve our long-term interest.

This RFP in no manner obligates the A&M System to the eventual purchase of any products or services described, implied, or which may be proposed, until confirmed by written agreement, and may be terminated by the A&M System without penalty or obligation at any time prior to the signing of any resultant lease agreement.

The Respondent must include a formal copy of any Respondent terms and conditions applicable to this transaction. Evaluation and acceptance and/or modification of these terms and conditions by the A&M System Office of General Counsel are essential prior to the award of the lease. In the event the Respondent does not supply terms and conditions with their submittal, the A&M System terms and conditions will govern this transaction.

4.2 Governing Law

Respondent agrees that, in the event of a dispute, laws of the State of Texas will prevail.

4.3 Non-Discrimination

The parties agree that in the performance of any contract they shall not discriminate in any manner on the basis of race, color, national origin, age, religion, sex, genetic information, veteran status, sexual orientation, gender identity, or disability protected by law. Such action shall include, but is not limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation. By submitting a submittal, Respondents certify that they will conform to the provisions of the federal Civil Rights Act of 1964, as amended.

4.4 Immigration Reform and Control Act of 1986

By submitting a proposal, the Respondent certifies it does not and will not, during the performance of this contract, employ illegal alien workers or otherwise violate the provisions of the federal Immigration Reform and Control Act of 1986, as amended.

4.5 Debarment Status

By submitting a statement of qualification, Respondent certifies it is not currently debarred from submitting proposals on contracts nor is it an agent of any person or entity that is currently debarred from submitting bids on contracts.

4.6 Indemnification and Hold Harmless

The Respondent shall defend, indemnify and hold harmless the A&M System, its officers, employees and agents, against any and all liability of whatever nature which may arise directly or indirectly by reason of the Respondent’s performance under any resultant lease agreement.

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4.7 Respondent Liability

The Respondent will be liable for any associated costs of repairs for damage to buildings or other A&M System property caused by the negligence of the Respondent’s employees.

4.8 Civil Rights Requirements

All Respondents must comply with applicable civil rights laws.

4.9 Non-Collusion Clause

The Non-Collusion Affidavit found in EXHIBIT B must be executed as a part of the Respondent’s submittal.

4.10 Entire Agreement

Any resultant lease agreement, when fully executed, shall supersede any and all prior and existing agreements, either oral or in writing, and will contain all the covenants and agreements between the parties with respect to the subject matter of the lease agreement. Any amendment or modification to the lease agreement must be in writing and signed by the parties hereto.

4.11 Severability

It is understood and agreed that if any part, term, or provision of any resultant lease agreement is by the courts held to be illegal or in conflict with any law of the State of Texas, the validity of the remaining portions or provisions shall be construed and enforced as if the lease agreement did not contain the particular part, term, or provision held to be invalid.

4.12 Publicity

Respondents must refrain from giving any reference to this project, whether in the form of press releases, brochures, photographic coverage, or verbal announcements, without specific written approval from the A&M System.

Information provided to Respondent by the A&M System, including but not limited to information from the members, officers, agents, or employees of the A&M System or any of its members, and information provided to Respondent by members of the public or any other third party shall belong to the A&M System.

4.13 Independent Contractor

The successful Respondent agrees that in all respects its relationship with the A&M System will be that of an independent contractor, and that it will not act or represent that it is acting as an agent of the A&M System or incur any obligation on the part of the A&M System without written authority of the A&M System. As an independent contractor, Respondent will be solely responsible for determining the means and methods for performing the services described.

Respondent shall observe and abide by all applicable laws and regulations, policies and procedures, including but not limited to, those of the A&M System relative to conduct on its premises.

4.14 Not Eligible For Rehire

Respondent is responsible to ensure that employees participating in work for any A&M System member have not been designated by the A&M System as Not Eligible for Rehire as defined in System policy 32.02, Section 4. Non-conformance to this requirement may be grounds for

The Texas A&M University System RFP01 CBDO-22-141 Page 15 of 21 termination of the resultant Agreement.

4.15 Public Information Act

(a) PROVIDER acknowledges that A&M System is obligated to strictly comply with the Public Information Act, Chapter 552, Texas Government Code, in responding to any request for public information pertaining to this RFP, as well as any other disclosure of information required by applicable Texas law.

(b) Upon A&M System’s written request, PROVIDER will promptly provide specified contracting information exchanged or created under any resultant lease agreement for or on behalf of A&M System.

(c) PROVIDER acknowledges that A&M System may be required to post a copy of any resultant fully executed lease agreement on its Internet website in compliance with Section 2261.253(a)(1), Texas Government Code.

(d) The requirements of Subchapter J, Chapter 552, Texas Government Code, may apply to any resultant lease agreement and the PROVIDER agrees that the lease agreement can be terminated if the PROVIDER knowingly or intentionally fails to comply with a requirement of that subchapter.

4.16 Ownership of Documents

Upon completion or termination of any resultant lease agreement, all documents prepared by the Respondent for the benefit of the A&M System shall become the property of the A&M System.

At the A&M System’ option, such documents will be delivered to the System Procurement Office.

The A&M System acknowledges that the documents are prepared only for the contracted services specified. Prior to completion of the contracted services, the A&M System shall have a recognized proprietary interest in the work product of the Respondent.

4.17 Insurance

The Respondent shall obtain and maintain, for the duration of the lease agreement or longer, the minimum insurance coverage set forth below. With the exception of Professional Liability (E&O), all coverage shall be written on an occurrence basis. All coverage shall be underwritten by companies authorized to do business in the State of Texas or eligible surplus lines insurers operating in accordance with the Texas Insurance Code and have a financial strength rating of A-or better and a financial strength rating of VII or better as measured by A.M. Best Company or otherwise acceptable to the A&M System. By requiring such minimum insurance, the Owner shall not be deemed or construed to have assessed the risk that may be applicable to the Respondent.

Respondent shall assess its own risks and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverage. Respondent is not relieved of any liability or other obligations assumed pursuant to the lease agreement 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 the A&M System at least ten days before the effective date of the cancellation.

Coverage Limit

A. Worker’s Compensation Statutory Benefits (Coverage A) Statutory Employers Liability (Coverage B) $1,000,000 Each Accident $1,000,000 Disease/Employee $1,000,000 Disease/Policy Limit

The Texas A&M University System RFP01 CBDO-22-141 Page 16 of 21

Workers’ Compensation policy must include under Item 3.A. on the information page of the workers’ compensation policy the state in which work is to be performed for the A&M System. Workers’ compensation insurance is required, and no “alternative” forms of insurance will be permitted

B. Automobile Liability Business Auto Liability Insurance covering all owned, non-owned or hired automobiles, with limits of not less than $1,000,000 Single Limit of liability per accident for Bodily Injury and Property Damage;

C. Commercial General Liability Each Occurrence Limit $1,000,000 General Aggregate Limit $2,000,000 Products / Completed Operations $1,000,000 Personal / Advertising Injury $1,000,000 Damage to rented Premises $300,000 Medical Payments $5,000

The required commercial general liability policy will be issued on a form that insures Respondent or its subcontractors’ liability for bodily injury (including death), property damage, personal and advertising injury assumed under the terms of the lease agreement.

D. Umbrella/Excess Liability Insurance with limits of not less than $5,000,000 per occurrence and aggregate and will be excess over and be no less broad than and “following form” of all included coverage described above. Inception and expiration dates 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 a duty to defend for any insured.

E. Professional Liability (Errors & Omissions) Insurance with limits of not less than $2,000,000 each occurrence, $4,000,000 aggregate. Such insurance will cover all professional services rendered by or on behalf of Respondent and its subcontractors under the lease agreement.

Renewal policies written on a claims-made basis will maintain the same retroactive date as in effect at the inception of the lease agreement. If coverage is written on a claims-made basis, Respondent agrees to purchase an Extended Reporting Period Endorsement, effective for two

(2) full years after the expiration or cancellation of the policy. No professional liability policy written on an occurrence form will include a sunset or similar clause that limits coverage unless such clause provides coverage for at least three (2) years after the expiration of cancellation of the lease agreement.

F. Respondent will deliver to the 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 lease agreement and prior to the performance of any services by Respondent under this Agreement. Additional evidence of insurance will 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.

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 West Texas A&M University as Additional Insureds up to the actual liability limits of the policies maintained by

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Respondent. 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 Certificates 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 West Texas A&M University. No policy will be canceled without unconditional written notice to the A&M System at least ten 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 the A&M System ten (10) days prior to the effective date of cancellation, material change, or non-renewal relating to any insurance policy required in this Section.

Any deductible or self-insured retention must be declared to and approved by the A&M System prior to the performance of any services by Respondent under the lease agreement.

Respondent is responsible to pay any deductible or self-insured retention for any loss. All deductibles and self-insured retentions will be shown on the Certificates of Insurance.

Certificates of Insurance and Additional Insured Endorsements as required by the lease agreement will be mailed, faxed, or emailed to the following the A&M System contact:

The Texas A&M University System Attn: System Real Estate Office 301 Tarrow Street, 6th Floor College Station, TX 77840 Facsimile Number: (979) 458-6359 Email Address: sreo@tamus.edu

The insurance coverage required by the lease agreement will be kept in force until all services have been fully performed and accepted by the A&M System in writing.

4.18 Dispute Resolution

The dispute resolution process provided in Chapter 2260, Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by the A&M System and Respondent to attempt to resolve any claim for breach of contract made by Respondent that cannot be resolved in the ordinary course of business. Respondent shall submit written notice of a claim of breach of contract under this Chapter to the Deputy Chancellor and Chief Financial Officer for the A&M System, who shall examine Respondent’s claim and any counterclaim and negotiate with Respondent in an effort to resolve the claim.

4.19 Venue

Pursuant to Section 85.18, Texas Education Code, venue for any suit filed against the A&M System shall be in the county in which the primary office of the chief executive officer of the A&M System is located. At the date of this RFP, such county is Brazos County, Texas.

4.20 State Auditor’s Office

Respondent understands that acceptance of funds under any resultant lease agreement constitutes acceptance of the authority of the Texas State Auditor's Office, or any successor agency (collectively, “Auditor”), to conduct an audit or investigation in connection with those funds pursuant to Section 51.9335(c), Texas Education Code. Respondent agrees to cooperate with the Auditor in the conduct of the audit or investigation, including without limitation, mailto:sreo@tamus.edu

The Texas A&M University System RFP01 CBDO-22-141 Page 18 of 21 providing all records requested. Respondent will include this provision in all contracts with permitted subcontractors.

4.21 Conflict of Interest

Respondent and each person signing on behalf of Respondent certifies, and in the case of a sole proprietorship, partnership or corporation, each party thereto certifies as to its own organization, that to the best of their knowledge and belief, no member of The A&M System or The A&M System Board of Regents, nor any employee, or person, whose salary is payable in whole or in part by The A&M System, has direct or indirect financial interest in the award of this RFP, or in the services to which this RFP relates, or in any of the profits, real or potential, thereof.

4.22 Prohibition on Contracts with Companies Boycotting Israel

By submitting a proposal, the Respondent certifies it does not and will not, during the performance of this contract, boycott Israel. PROVIDER acknowledges any resultant lease agreement may be terminated if this certification is inaccurate.

4.23 Certification Regarding Business with Certain Countries and Organizations

Pursuant to Subchapter F, Chapter 2252, Texas Government Code, Respondent certifies it is not engaged in business with Iran, Sudan, or a foreign terrorist organization. Respondent acknowledges any resultant lease agreement may be terminated if this certification is inaccurate.

4.24 Records Retention

Respondent will preserve all contracting information, as defined under Texas Government Code, Section 552.003 (7), related to the resultant Agreement for the duration of the resultant Agreement and for seven years after the conclusion of the resultant Agreement.

4.25 Prohibition on Contracts Related to Persons Involved in Human Trafficking

Under Section 2155.0061, Government Code, the Respondent certifies that the individual or business entity named in this Solicitation is not ineligible to receive the specified contract and acknowledges that this contract may be terminated and payment withheld if this certification is inaccurate.

4.26 Non-Assignment

Respondent shall neither assign its rights nor delegate its duties under any resultant lease agreement without the prior written consent of the A&M System.

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EXHIBIT A

EXECUTION OF OFFER

RFP01-CBDO-22-141

DATE:

In compliance with this RFP, and subject to all the conditions herein, the undersigned offers and agrees to furnish any or all commodities or services at the prices quoted.

A.1 Respondent Affirmation

NOTE TO RESPONDENTS: SUBMIT ENTIRE SECTION WITH RESPONSE.

This execution of offer must be completed, signed, and returned with the respondent's qualifications.

Failure to complete, sign and return this execution of offer with the qualifications may result in rejection of the qualifications.

Signing a false statement may void the submitted qualifications or any agreements or other contractual arrangements, which may result from the submission of respondent’s qualifications. A false certification shall be deemed a material breach of contract and, at the A&M System's option, may result in termination of any resulting contract or purchase order.

Addenda Acknowledgment

Receipt is hereby acknowledged of the following addenda to this RFP by entering yes or no in space provided and indicating date acquired. Enter “0" if none received.

No. 1 ______ Date No. 3 ______ Date

No. 2 ______ Date No. 4 ______ Date

A.2 Signature

By signing below, the Respondent hereby certifies as follows, and acknowledges that such certifications will be included in any resulting contract:

(i) the Response and all statements and information prepared and submitted in response to this RFP are current, complete, true and correct;

(ii) it is not given, nor intends to give at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount trip, favor or service to a public servant in connection with the submitted response or any subsequent proposal. Failure to sign below, or signing a false statement, may void the response or any resulting contracts at the A&M System’ option, and the Respondent may be removed from all future proposal lists at this state agency;

(iii) the individual signing this document and the documents made part of the RFP is authorized to sign such documents on behalf of the Respondent and to bind the Respondent under any contract which may result from the submission of the Response;

(iv) no relationship, whether as a relative, business associate, by capital funding agreement or by any other such kinship exists between Respondent and an employee of the A&M System;

(v) Respondent has not been an employee of the A&M System within the immediate twelve (12) months prior to the RFP response;

(vi) no compensation has been received for participation in the preparation of this RFP (ref. Section

2155.004 Texas Government Code);

(vii) all services to be provided in response to this RFP will meet or exceed the safety standards established and promulgated under the Federal Occupational Safety and Health law (Public Law 91-

596) and its regulations in effect as of the date of this solicitation;

The Texas A&M…