HomeMy WebLinkAboutContract 50577 DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DEB6F094
TECHNOLOGY DEVELOPMENT AND TRANSFER AGREEMENT
This TECHNOLOGY DEVELOPMENT AND TRANSFER AGREEMENT
("Agreement") is made and entered into by and between the University 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.
B. Pursuant to an appropriation adopted by the 85th Legislature of the State of
Texas during its Regular Session as part of S.B. 1 (General Appropriations Act for the
2018-2019 Biennium) (the "Appropriation"), UNTHSC will receive a total of
$3,069,000.00 (the"Appropriated Funds") in two(2)equal annual installments for costs
associated with 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(i) $450,000.00 of those Appropriated Funds for the
2017-2018 fiscal year, and (ii) provided that the City complies with the reporting
requirements set forth in Section 4.2 of this Agreement, another $450,000.00 of those
Appropriated Funds for the 2018-2019 fiscal year(each installment hereinafter referred to
as the "City Funds"), all of which will be used by the City specificially for operations of
the BAC and programs geared toward expanding entrepreneurship in Fort Worth(including
any contracted services) described in Exhibit A (the "Programs").
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:
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DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DEB6F094
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 FUNDS.
2.1. Transfer by UNTHSC.
Within 30 business days following execution of this Agreement, UNTHSC
will transfer the first $450,000.00 in City Funds to the City in accordance with a
procedure reasonably acceptable to both UNTHSC and the City. The second
$450,000.00 in City Funds will be transferred to the City in accordance with the
same procedure within 30 business days of UNTHSC's receipt of the Report, as
defined in Section 4.2 (unless UNTHSC reasonably has concerns about the City's
use of the City Funds, as reflected in the Report, in which case UNTHSC will
promptly notify the City in writing and the timeframe for transfer of these City
Funds will be delayed until the parties mutually have resolved in good faith any
such concerns). The City agrees to deposit the City Funds into a segregated
account(s) or sub-account(s) specifically designated for the funding of BAC
operations and the Programs. Any interest earned on the City Funds shall remain
the property of the City, but shall not be spent for purposes other than BAC
operations or the Programs.
2.2. No Rollover.
The City understands and agrees that City Funds received by UNTHSC
must be used only as permitted by this Agreement. The City will use commercially
reasonable efforts to ensure that City 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 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 Funds 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.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DEB6F094
3. COOPERATION WITH STATE COMPTROLLER.
UNTHSC will comply and cooperate with all requests of the Texas Comptroller of
Public Accounts (the"Comptroller")pertaining to the Appropriated Funds. The City will
comply and cooperate with all requests of the Comptroller(whether received directly from
the Comptroller or through UNTHSC)pertaining to the City 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 and shall cooperate with one
another as reasonably necessary to ensure that such request 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 Funds on account of the City's misuse
of such City 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.
4.1. Duration.
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, 2019.Any
duty or obligation of a party arising prior to expiration shall survive the expiration.
4.2. Rel)ortinl3.
By not later than September 30,2018,the City agrees to submit to UNTHSC
a written report on the impact BAC operations and the Programs made on
expanding entrepreneurship in Fort Worth during the term of this Agreement (the
"Report"). The Report will include specifc metrics on the number of clients
assisted, business starts, jobs created/retained, and capital infusion obtained by
clients at the Guinn Campus. The report will also include details about speaker
series, seminars, forums and other programming provided at the Business
Assistance Center, including the number of activities offered and attendance.
Additionally,the report will link these activities to specific initiatives and economic
performance outcomes recommended in the City's Economic Development
Strategic Plan published in December 2017. The Report shall be delivered to
UNTHSC at the address provided in Section 7 of this Agreement. If UNTHSC
reasonably has any concerns about the City's use of the first $450,000.00 in City
Funds,as reflected in the Report,UNTHSC will promptly notify the City in writing.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB416060-8614-4F6D-A591-2567DE66F094
In this event, UNTHSC and the City agree to meet promptly and to address any
such concerns, and UNTHSC's obligation to transfer the second $450,000.00 in
City Funds will be delayed until the parties mutually have resolved in good faith
any such concerns.
5. BREACH OR DEFAULT.
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 by
this Agreement as the City Funds. If either party breaches any 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 OBLIGATION TO TRANSFER THE
CITY 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 PROGRAMS.
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:
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DEB6F094
City: UNTHSC:
City of Fort Worth University of North Texas Health Science
Attn: Director Center
Economic Development Department Attn: Dr. Robert McClain
Associate Vice President
1000 Throckmorton 3500 Camp Bowie Blvd.
Fort Worth,TX 76102 Fort Worth,TX 76107-2699
Tel.No.: (817) 392-6125 Tel.No.: 817-735-0582
Fax No.: (817) 392-2431
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.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DEB6F094
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.
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
considered an original, but all of which shall constitute one instrument.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-8814-4F6D-A591-2567DEB6F094
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: UNIVERSITY OF NORTH TEXAS
HEALTH SCIENCE CENTER:
y DoeuSlpnsd by:
By: By: ov°,;1"4,
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. �°. ffMrpade
Assistant City Manager Vice President, Research&Innovation
Date: � Date: 3/21/2018
APPROVED AS TO FORM AND LEGALITY:
By: G UNIVERSITY OF NORTH TEXAS
]Peter Vaky HEALTH SCIENCE CENTER:
]Deputy City Attorney
M&C: C-2 g*,S4
By:
Form 1295: none required Lesa Roe or designee
UNT System Chancellor
CONTRACT COMPLIANCE MANAGER:
By signing below,I hereby acknowledge that I Date:
am the person responsible for the monitoring
and administration of this contract,including
ensuring all performance and reporting
requirements: OF FORS,
V By: A��A
Name of City Emp d 2
Title:�'►�e,�C�'o1r '�.
i�cA.s
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FOFFIITYCIAL RECORD
SECRETARY
J. Vikr, 0 retary FT.wORTHO TX
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-BB14-4F6D-A591-2567DEB6F094
EXHIBIT A
Description of programs supported by City Funds
The funding utilized through the contract with UNTHSC funds the salaries of eight (8)
authorized positions that assist in the management and oversight of the James E. Guinn
Entrepreneurial Campus including the Fort Worth Business Assistance Center (BAC),
development and implementation of the programs listed below as well as the annual
Business Plan Competition. These activities are conducted via the Office of Small
Business (OSB) which provides the framework to cultivate the next generation of
entrepreneurs, create a robust pipeline of micro-enterprises and provide growth
opportunities for established small businesses. The Office of Small Business identifies
specific initiatives to address the challenges faced by business owners in Fort Worth, and
partners with other organizations to offer services that include:
• Assistance with emerging businesses' growth
• Building stronger connections between Fort Worth's entrepreneur network
• Specialized assistance in understanding financial statements, start-up counseling,
business planning development and access to capital.
The estimated salary costs for these positions is approximately$440,000. Any remaining
funds from the contract after salary expense are utilized for additional small business
educational resources for the Business Assistance Center clients. No UNTHSC funding is
utilized for program implementation.
Below are examples of programs offered at the BAC:
1. Breakfast at the BAC—A monthly speaker series presented by industry experts and
designed to provide business owners with insight into the topics important to their
business operations.
2. Starting a Business—This seminar helps future entrepreneurs understand many of
the steps and requirements of starting a small business by covering topics including
business structure, taxes, insurance and writing a business plan.
3. Getting Started with QuickBooks—This seminar provides the framework for a
small business to effectively manage their business finances by properly setting up
their balance sheet, income statement, accounts receivable, accounts payable and
payroll.
4. Legal Forum—This interactive, open forum lets small businesses and entrepreneurs
speak with a local Attorney. Participants are able to ask questions and get answers
while learning some of the legalities of business in Tarrant County and the State of
Texas.
5. Estimating 101 —This seminar offers an overview of project estimation for
businesses with limited experience in bidding on government contracts.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DEB6F094
6. Funding Your Small Business—This educational program guides business
owners through business basics including credit, insurance,permitting and
financial statements to make them better positioned to secure capital.
In addition to the current programming initiatives of the BAC, the City of Fort Worth's
Economic Development Strategic Plan outlined a number of strategies to become a hub
for creative businesses that will be pursued in 2018 - 2019. The funding utilized under the
UNTHSC contract will fund staff activities related to these initiatives as well:
Priority Strate0y Performance Outcome---'
Formally designate the Near Southside as a "medical innovation Advance the profile of
district." Invite the Brookings Institution and the Project for Public the district and attract
Spaces (PPS)to evaluate the Near Southside as part of their Bass additional research
Initiative on Innovation and Placemaking. Use this to generate staff
national attention about the district and to uncover strategies for
accelerating its development.
Establish a task force to coordinate future public,private, and Growth of academic
nonprofit investments associated with the new TCU-UNTHSC R&D investments
School of Medicine and other medical facilities in the Near
Southside to support the district's development as a hub for
medical innovation: Research the possibility of using the location
near JPS Health to house new state-of-the-art facilities for the TCU-
UNTHSC School of Medicine. Evaluate other real estate options
within the center of the Near Southside for this purpose.
Provide the real estate space desired by tech firms and creative Additional
workers: Work with the real estate community to create additional industrial/flex space
flex space for high-growth firms with a need for small-scale added to the regional
manufacturing and warehouse space. market
Establish a MassChallenge event in Fort Worth. MassChallenge is Attract new venture
a global non-profit startup accelerator and competition with a focus on capital and angel
high-impact, early-stage entrepreneurs. investment deals
Build stronger connections between Fort Worth's startup/tech Growth of academic
community and local and regional higher education institutions. R&D investments
Conduct a community wide audit to determine the small business Growth of independent
support resources and needs in Fort Worth. The goal of our locally-owned business
initiatives is to build on the dynamic environment that embraces and in Fort Worth
fuels high-growth companies in Fort Worth while establishing a strong
base of independent, locally-owned, small businesses.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DocuSign Envelope ID:AB4160B0-8B14-4F6D-A591-2567DE66F094
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2017)
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DOCu -
a
IEIfECUREb
Certificate Of.Completion
Envelope Id:AB4160BOBB144F6DA5912567DEB6F094 Status:Completed
Subject:Signature request on Contract City of Fort Worth 2018-0779
Source Envelope:
Document Pages:13 Signatures:1 Envelope Originator:
Certificate Pages:4 Initials:0 Contract Administration
AutoNav:Enabled Office of Contract Administration
Envelopeld Stamping:Enabled 3500 Camp Bowie Boulevard
Time Zone:(UTC-06:00)Central Time(US$Canada) Forth Worth,TX 76107
contractadmin@unthsc.edu
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oxusgma ey:
Susan Ross IS70410CM3374FC
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Parties agreed to:Susan Ross
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City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 11/7/2017 -Ordinance No. 22981-11-2017
DATE: Tuesday, November 7, 2017 REFERENCE NO.: **C-28456
LOG NAME: 17ED UNTHSC-BAC18
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$450,000.00 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 Use of Interest in the Amount Up to $2,700.00 and Adopt Appropriation
Ordinance (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 $450,000.00 (the
amount of $450,000.00 during the State's current Fiscal Year of September 1, 2017 to August 31, 2018)
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 the use of interest earnings in an amount up to $2,700.00 for the purpose of the award; and
3. Adopt attached appropriation ordinance increasing estimated receipts and appropriations in the Grant
Operating Fund for a total amount of$452,700.00.
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 85th Legislature (2017), the State approved grant funding in the amount of $3,069,000.00 for the
partnership between the City and UNTHSC for the two years beginning September 1, 2017. Of this grant,
the amount of$2,619,000.00 has been appropriated to UNTHSC and TECH Fort Worth and the remaining
amount of$450,000.00 is allocated to the City during this biennium to be received in one installment. The
total during the biennium is $900,000.00 of which the City will receive $450,000.00 during Fiscal Year 18
and $450,000.00 in Fiscal Year 19. 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 and indirect
costs are not allowed, by federal or state statute.
For the State's current Fiscal Year, which ends August 31, 2018, the City will receive the amount of
$450,000.00. These funds will be used to administer the Fort Worth Business Assistance Center (BAC)
Logname: 17ED UNTHSC-BAC 18 Page 1 of 2
Program, and fund the Fiscal Year 2017-2018 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.
This contract will be with a governmental entity, state agency or public institution of higher education:
University of North Texas Health Science Center(UNTHSC).
FISCAL INFORMATION /CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and adoption of the
attached appropriation ordinance, funds will be available in the grant operating fund as appropriated. This
is an advance grant.
FUND IDENTIFIERS (FIDs):
TO
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year Chartlfield 2
FROM
Fund Department ccoun Project Program ctivity Budget Reference # moun
ID ID Year (Chartfield 2)
CERTIFICATIONS:
Submitted for City Manager's Office by: Jay Chapa (5804)
Originating Department Head: Robert Sturns (2663)
Additional Information Contact: Michael McClinton (6823196248)
ATTACHMENTS
1. 17ED UNTHSC BAC18 17 AO 18y4.docx (Public)
Logname: 17ED UNTHSC-BAC 18 Page 2 of 2