HomeMy WebLinkAboutContract 47671 CITY SECRUAF . -
Grh C014TItACT NO.
1 T9CHNOLOGY DEVELOPMENT AND TRANSFER AGREEMENT
This TECHNOLOGY DEVELOPMENT AND TRANSFER AGREEMENT
("Agreement") is made and entered into by and between the Unibersity of North Texas
Health Science Center ("UNTHSC"), a state institution of higher education established
pursuant to Chapter 105 of the Texas Education Code, and the City of Fort Worth
("City"), a home rule municipal corporation organized under the laws of the State of
Texas.
RECITALS
A. The City owns the buildings occupied by the Fort Worth Business
Assistance Center (the "BAC"), a non-profit business development center that provides
skills development, technical advice and access to capital to small businesses and
entrepreneurs. The BAC operates from the Guinn School Campus, consisting of three
historic buildings (the former middle school, elementary school and gymnasium) on
approximately five (5) acres of land in the City at the intersection of I-35 South and
Rosedale Street (the "Guinn School Campus").
B. Pursuant to a special item appropriation adopted by the 84th Legislature of
the State of Texas during its Regular Session as part of H.B. 1 (General Appropriations
Act for the 2016-2017 Biennium) and as approved by the Texas Comptroller of Public
Accounts (the "Appropriation"), UNTHSC will receive a total of $3,410,000.00 (the
"Appropriated Funds") in two (2) equal annual installments for costs associated with
UNTHSC's and the City's joint economic development and technology
commercialization activities.
C. UNTHSC and the City wish to enter into this Agreement in order to
provide for UNTHSC's transfer to the City of $1,000,000.00 of those Appropriated
Funds in two (2) equal annual installments of $500,000.00 (the "City Allocated
Funds"), all of which will be used by the City for operations of the BAC, including any
contracted services geared toward small business development and job creation, and for
renovations and maintenance of the Guinn School Campus.
NOW, THEREFORE, UNTHSC and the City, for and in consideration of the
terms and conditions set forth herein, do hereby contract, covenant and agree as follows:
01OEED
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9.�Technology Development and Transfer Agreement between r�/City of Fort Worth and University of North Texas Health Science Center(2015) 4
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AGREEMENT
1. INCORPORATION OF RECITALS.
The parties hereby agree that the recitals set forth above are true and correct and
form the basis upon which they have entered into this Agreement.
2. CITY ALLOCATED FUNDS.
2.1. Transfer by UNTHSC.
Within five (5) business days of receipt of each installment of the
Appropriated Funds, UNTHSC will transfer the City Allocated Funds, as set forth
in Recital C, to the City in accordance with a procedure reasonably acceptable to
both UNTHSC and the City. The City agrees to deposit the City Allocated Funds
into a segregated account(s) or sub-account(s) specifically designated for the
funding of the BAC operations or renovations or maintenance of the Guinn
School Campus. Any interest earned on the City Allocated Funds shall remain
the property of the City, but shall not be spent for purposes other than BAC
operations or renovations or maintenance of the Guinn School Campus.
2.2. Draw-Downs for BAC Operations and Guinn School Campus
Renovations and Maintenance.
The City will pay invoices for construction and other authorized costs
related to BAC operations and renovations of and maintenance costs to the Guinn
School Campus directly from those City Allocated Funds that have been
deposited into the account(s) or sub-account(s) designated for that purpose. The
City will provide UNTHSC with copies of all invoices and other reasonable
supporting documentation within a time frame (but in no event later than thirty
(30) calendar days following payment) and pursuant to a procedure reasonably
acceptable to both UNTHSC and the City.
2.3. No Rollover.
The City understands and agrees that City Allocated Funds received by
UNTHSC must be used for a purpose authorized by the Appropriation and as
permitted by this Agreement. The City will use commercially reasonable efforts
to ensure that City Allocated Funds received by UNTHSC during a state fiscal
year (September through August 31) are incurred during the same fiscal year. In
the event that the City incurs such City Allocated Funds after expiration of the
state fiscal year in which they were received by UNTHSC and the Comptroller
demands repayment of all or any portion of such City Allocated Funds
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2015)
Page 2
specifically due to that fact, the City will pay UNTHSC or the State of Texas an
amount equal to the refund demanded from any legally available source of funds;
provided, however, that UNTHSC will cooperate with the City if the City
reasonably and in good faith disagrees with the Comptroller's demand and wishes
to employ any available administrative or legal remedy to contest the
Comptroller's demand, with the understanding that UNTHSC itself shall have no
liability or responsibility in asserting or related to such a contest.
3. COOPERATION WITH STATE COMPTROLLER.
UNTHSC will comply and cooperate with all requests and requirements of the
Texas Comptroller of Public Accounts (the "Comptroller") pertaining to the
Appropriated Funds. The City will comply and cooperate with all requests and
requirements of the Comptroller (whether received directly from the Comptroller or
through UNTHSC) pertaining to the City Allocated Funds, including all requests for
information to substantiate job creation. Each party shall notify the other in writing
within five (5) calendar days of receipt of any such request or requirement and shall
cooperate with one another as reasonably necessary to ensure that such request or
requirement is met in a timely fashion. As of the execution date of this Agreement,
UNTHSC and City are not aware of any remaining duty, obligation or provision of
information that the City or UNTHSC must undertake or supply to the Comptroller. In
the event Comptroller demands the refund of any Appropriated Funds transferred to the
City as City Allocated Funds on account of the City's misuse of such City Allocated
Funds, City will pay UNTHSC or the State of Texas in a manner dictated by the
Comptroller an amount equal to the refund demanded from any legally available source
of funds; provided, however, that UNTHSC will cooperate with the City if the City
reasonably and in good faith disagrees with the Comptroller's demand and wishes to
employ any available administrative or legal remedy to contest the Comptroller's
demand, with the understanding that UNTHSC itself shall have no liability or
responsibility in asserting or related to such a contest.
4. TERM.
This Agreement shall take effect on the date as of which both UNTHSC and the
City have executed it and shall expire at 11:59 P.M. CDT August 31, 2017. Any duty or
obligation of a party arising prior to expiration shall survive the expiration.
5. BREACH OR DEFAULT.
City understands and acknowledges that UNTHSC is not obligated to pay the City
Allocated Funds from any source other than the Appropriated Funds received by
UNTHSC. City acknowledges and agrees that UNTHSC's liability to City under this
Agreement is limited to the amount of funds actually received by UNTHSC designated
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2015)
Page 3
by this Agreement as the City Allocated Funds. If UNTHSC receives Appropriated
Funds but fails to transfer the City Allocated Funds to the City in accordance with this
Agreement, the City shall provide written notice to UNTHSC. If UNTHSC fails to
transfer the City Allocated Funds to the City within ten (10) business days following
receipt of such notice, UNTHSC shall be in breach of this Agreement, in which case the
City shall have all rights at law for monetary damages or in equity for injunctive relief or
specific performance. If either party breaches any other provision of this Agreement, the
non-defaulting party shall notify the defaulting party in writing, specifying the nature of
the default. If the defaulting party has not cured the default within thirty (30) calendar
days following receipt of such notice (or, if the defaulting party has diligently and
continuously attempted cure, such additional time as may reasonably be required to effect
cure), the defaulting party shall be in breach of this Agreement, in which case the non-
defaulting party shall have all equitable rights for injunctive relief or specific
performance.
6. LIABILITY.
EXCEPT FOR UNTHSC'S DUTY AND OBLIGA TION TO TRANSFER THE
CITY ALLOCATED FUNDS TO THE CITY IN ACCORDANCE WITH THIS
AGREEMENT, THE CITY HEREBY HOLDS HARMLESS AND RELEASES
UNTHSC FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY AND
EXPENSE (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND
REASONABLE ATTORNEY'S FEES) ARISING FROM OR RELATED TO THE
SCHOOL RENOVATIONAND THE PROVISION OF PROGRAM SERVICES.
7. NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following, or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or by hand delivery:
City: UNTHSC:
City of Fort Worth University of North Texas Health Science
Attn: Director Center
Economic Development Department Attn: Dr. David Cistola, VP Research
1000 Throckmorton 3500 Camp Bowie Blvd.
Fort Worth, TX 76102 Fort Worth, TX 76107-2699
Tel.No.: (817) 392-6125 Tel. No.: 817-735-2055
Fax No.: (817) 392-2431 Fax No.: 817-735-5485
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2015)
Page 4
8. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND
REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations. Neither UNTHSC nor the City are aware of any law,
rule or regulation that would prohibit the other from entering into this Agreement.
9. NO WAIVER.
The failure of either party to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted hereunder shall not constitute a waiver
of that party's right to insist upon appropriate performance or to assert any such right on
any future occasion.
10. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of
any provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas. This Agreement shall be construed in accordance with the laws
of the State of Texas.
11. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of the
City and UNTHSC and are not intended to create any rights, contractual or otherwise, to
any other person or entity.
12. FORCE MAJEURE.
It is expressly understood and agreed by the parties to this Agreement that if the
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, governmental restrictions, regulations, or interferences,
or delays caused by unforeseen construction or site issues, fire or other casualty, court
injunction, necessary condemnation proceedings, acts of the other party, its
affiliates/related entities and/or their contractors, or any actions or inactions of third
parties or other circumstances which are reasonably beyond the control of the party
obligated or permitted under the terms of this Agreement to do or perform the same,
regardless of whether any such circumstance is similar to any of those enumerated or not
("Force Majeure"), the party so obligated or permitted shall be excused from doing or
performing the same during such period of Force Majeure, so that the time period
applicable to such performance shall be extended for a period of time equal to the period
such party was delayed due to the event of Force Majeure.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2015)
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13. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of
this Agreement, this Agreement shall be interpreted fairly and reasonably, and neither
more strongly for or against any party, regardless of the actual drafter of this Agreement.
14. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and
shall not be deemed a part of this Agreement.
15. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement
between the City and UNTHSC as to the matters contained herein. Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provision of this Agreement.
16. COUNTERPARTS.
This Agreement may be executed in multiple counterparts, each of which shall be
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Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2015)
Page 6
r
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: UNIVERSITY OF NORTH TEXAS
HEALTH SCIENCE CENTER:
By: By:C6-=
Jesus J. Chapa Dr. Michael R. Williams
Assistant City Manager President
Date:
l( lS Date:_ 31?, If.
By:
Lee Jackso , Ch ceiior of
University o Orth Texas System
Date: -]�> i t s I (
HSC Concr act# 2016-023814856
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky (51
Deputy City Attorney
9Z18&yWa r, City Secretary
Technology Development and"Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2015)
Page 7
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Official site of the City of Fort Worth,Texas
CITY COUNCIL AGENDA F0` ` "
COUNCIL ACTION: Approved on 9/15/2015 - Ordinance Nos. 21889-09-2015 & 21890-09-2015
DATE: 9/15/2015 REFERENCE NO.: C-27461 LOG NAME: 17ED UNTHSC-
BAC 15
CODE: C TYPE: NON-CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Execution of Agreement with the University of North Texas Health Science
Center at Fort Worth to Accept a Grant in the Amount of$1,000,000.00 from the State of
Texas for Operations of the Fort Worth Business Assistance Center as well as
Renovations and Upkeep of Buildings on the Guinn Elementary School Campus,
Authorize Waiver of Application of Indirect Cost Rates, Authorize Use of Interest in the
Amount Up to $6,000.00, and Adopt Appropriation Ordinances (COUNCIL DISTRICT 8)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Agreement with the University of North Texas Health Science
Center at Fort Worth to accept and receive grant funds from the State of Texas in the amount of
$1,000,000.00 (the amount of$500,000.00 during the State's current Fiscal Year of September 1,
2015 to August 31, 2016 and the amount of$500,000.00 in the State's Fiscal Year of September 1,
2016 to August 31, 2017) for operation of the Fort Worth Business Assistance Center as well as
renovations and upkeep of buildings on the Guinn Elementary School Campus;
2. Authorize a waiver of indirect cost rates as applicable for the Grants Fund in accordance with the
City's Administrative Regulations;
3. Adopt the attached interim appropriation ordinance increasing estimated receipts and
appropriations in the Grants Fund in the amount up to $250,000.00 for interim financing of this grant
and providing for a reduction in the same amount if grant funds are not received; and
4. Adopt the attached final appropriation ordinance increasing estimated receipts and appropriations
in the Grants Fund in the amount of$756,000.00, over the current and next fiscal years, subject to
receipt of the grant funds and interest income.
DISCUSSION:
Beginning with the 79th Legislature of the State of Texas (2005), the State's Biennial General
Appropriations Act has appropriated the amount of$3.1 million to the University of North Texas
Health Science Center(UNTHSC) for joint economic development and technology commercialization
activities of UNTHSC, TECH Fort Worth and the City of Fort Worth for renovations at the Guinn
School Campus and Business Assistance Center operations.
In the 84th Legislature (2015), the State approved grant funding in the amount of$3,410,000.00 for
the partnership between the City and UNTHSC for the two years beginning September 1, 2015. Of
this grant, the amount of$2,410,000.00 has been appropriated to UNTHSC and TECH Fort Worth
and the remaining amount of$1,000,000.00 is allocated to the City during this biennium to be
received in two installments.
Interim financing is necessary to provide transition from one grant funding period to the next. No
matching funds are required from the City for this program.
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21401&councildate=9/15/2015 4/13/2016
M&C Review Page 2 of 2
For the State's current fiscal year, which ends August 31, 2016, the City will receive the amount of
$500,000.00. The second installment in the amount of$500,000.00 will be disbursed next year
during the State's 2017 Fiscal Year. These funds will be used to administer the Fort Worth Business
Assistance Center(BAC) Program, and fund the Fiscal Year 2015-2017 contract with the BAC
Education Foundation for the Idea Works Business Incubator housed in the elementary building at
the historic James E. Guinn Campus.
The Guinn School property is located in COUNCIL DISTRICT 8, Mapsco 77J.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above
recommendations, receipt of the grant and adoption of the attached appropriation ordinances, funds
will be available in the current operating budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
3) 21002 4371013 017ED BAC 3) 10100 1358001 XXXXXXX $250.000.00
UNTHSC $250,000.00
3)21002 5XXXXXX 017ED $250,000.00
BAC UNTHSC
3)21002 2080100 017ED BAC $250.000.00
UNTHSC
4)21002 4371013 017ED BAC $750,000.00
UNTHSC
4)21002 4611010 017ED BAC $6,000.00
UNTHSC
4)21002 5XXXXXXX 017ED $756.000.00
BAC UNTHSC
Submitted for City Manager's Office by: Jay Chapa (6116)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Robert Sturns (2663)
ATTACHMENTS
17ED UNTHSC-BAC15 21002 FINAL AO FY2015.docx
17ED UNTHSC-BAC15 21002 INTERIM AO FY2015.docx
http://apps.cfwnet.org/council_packet/mc—review.asp?ID=21401&councildate=9/15/2015 4/13/2016