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HomeMy WebLinkAboutContract 53524 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 CITY SECRETARY CONTRACT NO.5 35 a 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 1-35 South and Rosedale Street. B. Pursuant to an appropriation adopted by the 86th Legislature of the State of Texas during its Regular Session as part of S.B. 1 (General Appropriations Act for the 2020-2021 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 2019-2020 fiscal year, and (ii) another $450,000.00 of those Appropriated Funds for the 2020-2021 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"). The transfers are contigent on City compliance with the reporting requirements set forth in Section 4.2 and Section 4.3 of this Agreement. 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: RECEIVED Nit FEB 12 2020 CTy0F F6Rj' Ff�flogy Development and Transfer Agreement between CITY SECFMilBfFort Worth and University of North Texas Health Science Center(2019) Page 1 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 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. Following execution of this Agreement and within 30 business days of the receipt of Report 1, as defined by Section 4.2, 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 installment of$450,000.00 in City Funds will be transferred to the City in accordance with the same procedure after September 1, 2020 and within 30 business days of UNTHSC's receipt of Report 2, as defined in Section 43. If UNTHSC reasonably has concerns about the City's use of the City Funds, as reflected in either report, UNTHSC will promptly notify the City in writing and the timeframe for transfer of 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(2019) Page 2 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 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 31,2021.Any duty or obligation of a party arising prior to expiration shall survive the expiration. 4.2. Reportin2 for the 2019-2020 Fiscal Year. By not later than September 30,2020,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 2019-2020 fiscal year (the "Report 1"). 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 either of these payments, as reflected in the report, UNTHSC will promptly notify the City in writing. In this Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center(2019) Page 3 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 event, LJNTHSC and the City agree to meet promptly and to address any such concerns. 4.3. Reporting for the 2020-2021 Fiscal Year. By not later than September 30,2021,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 the 2020-2021 fiscal year(the "Report 2"). 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 either of these payments, as reflected in the report, UNTHSC will promptly notify the City in writing. In this event, UNTHSC and the City agree to meet promptly and to address 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 ATTORNEYS FEES)ARISING FROM OR RELATED TO THE PROGRAMS. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center(2019) Page 4 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 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. 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. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center(2019) Page 5 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 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. 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. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center(2019) Page 6 DocuSign Envelope ID:CAB043E1-BOOC-4161-819D-6123FBD6D206 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] EXECUTED as of the last date indicated below: CITY OF FORT WORTH: UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER: LDocuSigned by: By: y J�� , Jesus J. Chapa gF$a: Anderson Assistant City Manager EVP, Office of Finance and Operations Date: ( e� Date: 1/30/2020 � r APPROVED AS TO FORM AND LEGALITY: Attested by: � � x By: Peter Vaky61, Ma'ry J.-Kay i SeCretarY Deputy City Attorney M&C: /9-0273 lol'qglaolcl Form 1295: none required CONTRACT COMPLIANCE MANAGER: By signing below, I hereby acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements: By: Name of City Employee: R6 b�F 0tmqs Title: rFT. L RECORD ECRETARY Technology Development and Transfer Agreement between 9�iT T City of Fort Worth and University of North Texas Health Science Center(2019) Page 7 DocuSign Envelope ID:CAB043El-BOOC-4161-819D-6123FBD6D206 EXHIBIT A Description of programs supported by City Funds The funding utilized through the contract with LTNTHSC 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: O 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 LTNTHSC 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(2019) Page 8 DocuSign Envelope ID:CAB043E1-BOOC-4161-819D-6123FBD6D206 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 2019 - 2020. The funding utilized under the UNTHSC contract will fund staff activities related to these initiatives as well: Priority Strategy 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 warehouses ace. 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(2019) Page 9 City of Fort Worth, Texas Mayor and Council Communication DATE: 10/29/19 M&C FILE NUMBER: M&C 19-0273 LOG NAME: 17UNTHSC-BAC FY20 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$5,000.00 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, 2019 to August 31,2020)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$5,000.00 for the purpose of the award;and 3.Adopt attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Operating State Fund for a total amount of$455,000.00. 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 86th Legislature of the State of Texas during its Regular Session as part of S.B. 1 (General Appropriations Act for the 2020-2021 Biennium), 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 1,2019.Of this grant,the amount of$2,619,000.00 has been appropriated to UNTHSC and TECH Fort Worth and the remaining amount of$900,000.00 is allocated to the City during this biennium to be received in two installments. During the biennium the City will receive $450,000.00 during Fiscal Year 2020 and$450,000.00 in Fiscal Year 2021.While indirect costs were not addressed at the time the grant application was submitted,the Department is reviewing regulations and will comply with City policy on indirect costs to the extent allowed by the program guidelines. These funds will be used to administer the Fort Worth Business Assistance Center(BAC)Program,and fund the Fiscal Year 2019-2020 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. A Form 1295 is not required because:This contract will be with a governmental entity,state agency or public institution of higher education: University of North Texas Health Science Center 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 Grants Operating State Fund as appropriated.This is an advance grant. Submitted for City Manager's Office by. Jay Chapa 5804 Originating Business Unit Head: Robert Stums 2663 Additional Information Contact: Robert Stums 2663