HomeMy WebLinkAboutContract 56928 DocuSign Envelope ID:OC9CB8FF-59B9-4086-9DD5-6F4891 B34DB1
CSC No. 56928
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 87th Legislature of the State of
Texas during its Regular Session as part of S.B. 1 (General Appropriations Act for the
2022-2023 Biennium) (the "Appropriation"), UNTHSC will receive a total of
$2,913,082.00 (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
2021-2022 fiscal year, and (ii) another $450,000.00 of those Appropriated Funds for the
2022-2023 fiscal year(each installment hereinafter referred to as the "City Funds"), all of
which will be used by the City specifically 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 contingent 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:
OFFICIAL RECORD
CITY SECRETARY
Technology Development and Transfer Agreement between FT. WORTH, TX
City of Fort Worth and University of North Texas Health Science Center(2021)
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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 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, 2022 and within 30 business days of UNTHSC's receipt of
Report 2, as defined in Section 4.3. 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(2021)
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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, 2023. Any
duty or obligation of a party arising prior to expiration shall survive the expiration.
4.2. ReportintZ for the 2021-2022 Fiscal Year.
By not later than September 30,2022,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 2021-2022 fiscal year (the
"Report 1"). The report will include specific 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. 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.
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City of Fort Worth and University of North Texas Health Science Center(2021)
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4.3. Reportin14 for the 2022-2023 Fiscal Year.
By not later than September 30,2023,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 2022-2023 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. 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 fiends 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.
TO THE EXTENT ALLOWED BY LAW AND 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.
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
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2021)
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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
200 Texas Street Associate Vice President
Fort Worth, TX 76102 3500 Camp Bowie Blvd.
Tel. No.: (817) 392-6125 Fort Worth, TX 76107-2699
Fax No.: (817) 392-2431 Tel. No.: 817-735-0582
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 CHOICE OF LAW.
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
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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.
17. ELECTRONIC SIGNATURES.
This Agreement may be executed by electronic signature,which will be considered
as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, "electronic signature" means electronically scanned and
transmitted versions (e.g. via pdf file or facsimile transmission) of an original signature, or
signatures electronically inserted via software such as Adobe Sign.
[SIGNATURES ON THE FOLLOWING PAGE]
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2021)
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EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: UNIVERSITY OF NORTH TEXAS
HEALTH SCIENCE CENTER:
TAT 1 DocuSigned by:
By: Jesus JJChap1 ec2,202118:57 CST) ynpn
Jesus J. Chapa FIa�Anderson
Deputy City Manager EVP, Finance and Operations
Date:
Dec 22,2021 Date:12/21/2021
APPROVED AS TO FORM AND LEGALITY: do44��n�
�,oO�*_0
FOR T�ad
d G�� A�o0�By. // Attested By: Pvooff=Tyler Wallach � *I4
Sr. Assistant City Attorney Tannette s. Goodall da o00O00o a
Jannette S.Goodall(Jan 5,2022 16:56 CST) a �'EXAS-oq
x
M&C: 21-0574 (August 17, 2021) Jannette S. Goodall, City Secretary
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: Robert Sturns
Title: Economic Development Director
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
HSC Contract#2022-0311
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2021)
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EXHIBIT A
Description of pr^ogr^ains supported by City Funds
The funding utilized through the contract with UNTHSC funds the salaries of four (4)
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 by the Economic Development
Department and the partners at the James E. Guinn campus 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
Economic Development Department 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 and benefit 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.
Program and activities conducted on the James E. Guinn Entrepreneurial Campus include
free business counseling, mentoring and coaching to existing and emerging businesses in
Fort Worth, training workshops on various topics, including business planning, sales,
profit and loss statements, information technology, capital acquisition, marketing and
market research. In addition, small businesses have direct funding opportunities through
campus partners at PeopleFund, Alliance Lending and William Mann Community
Development Corporation which provide small business loans, business assistance and
financial education opportunities.
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. The funding utilized under the UNTHSC contract will fund staff
activities related to these initiatives as well:
1. Continue efforts to formally designate the Near Southside as a"medical innovation
district."
2. Develop an inventory of wet lab space in the Dallas-Fort Worth metro area to inform
the market potential for additional wet lab space in Fort Worth.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2021)
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3. Conitinuing to expand the reach of local entrepreneur networking events and create
new opportunities for face-to-face connection among the city's startup and tech
communities such as Global Entrepreneurship Week.
4. Continuing to support the Sparkyard initiative which cultivates a connected and
vibrant entrepreneurial ecosystem in the Fort Worth area through a comprehensive
platform that connects entrepreneurs and business owners to the resources they need
to launch and scale their companies.
5. Expanding access to capital in Fort Worth for high-growth companies.
6. Re-focusing the role of the BAC to serve as the primary connector/convener to
address the need for support mechanisms aimed at small business startups, minority
owned firms, and locally-serving businesses.
7. Establishing a citywide funding mechanism to provide "gap" financing for small
business expansions, startups, and relocations.
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center(2021)
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ORDINANCE NO.25001-08-2021
AN ORDINANCE INCREASING ESTIMATED RECEIPTS AND
APPROPRIATIONS IN THE GRANTS OPERATING STATE FUND,SUBJECT TO
RECEIPT OF THE GRANT, IN THE AMOUNT UP TO $455,000.00, FOR THE
PURPOSE OF FUNDING OPERATION OF THE FORT WORTH BUSINESS
ASSISTANCE CENTER AS WELL AS RENOVATIONS AND UPKEEP ON THE
GUINN ELEMENTARY SCHOOL CAMPUS; PROVIDING FOR A
SEVERABILITY CLAUSE; MAKING THIS ORDINANCE CUMULATIVE OF
PRIOR ORDINANCES; REPEALING ALL ORDINANCES IN CONFLICT
HEREWITH; AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH,
TEXAS:
SECTION 1.
That in addition to those amounts allocated to the various City departments for Fiscal Year 2022-2023 in the
Budget of the City Manager,there shall also be increased estimated receipts and appropriations in the Grants
Operating State Fund, subject to the receipt of grants, in the amount up to $455,000.00, for the purpose of
funding operation of the Fort Worth Business Assistance Center as well as renovations and upkeep of
buildings on the Guinn Elementary School Campus.
SECTION 2.
That should any portion,section or part of a section of this ordinance be declared invalid,inoperative or void
for any reason by a court of competent jurisdiction,such decision,opinion or judgment shall in no way impair
the remaining portions,sections, or parts of sections of this ordinance,which said remaining provisions shall
be and remain in full force and effect.
SECTION 3.
That this ordinance shall be cumulative of Ordinance 23835-09-2019 and all other ordinances and
appropriations amending the same except in those instances where the provisions of this ordinance are in
direct conflict with such other ordinances and appropriations,in which instance said conflicting provisions of
said prior ordinances and appropriations are hereby expressly repealed.
SECTION 4.
This ordinance shall take effect upon adoption.
APPROVED AS TO FORM AND LEGALITY: ACTING CITY SECRETARY
Sr.Assistant City Attorney Ronald P.Gonzales F®&
U r' %0
ADOPTED AND EFFECTIVE:August 17''.2021 ,'�
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 08/17/21 M&C FILE NUMBER: M&C 21-0574
LOG NAME: 17UNTHSC BAC FY22
SUBJECT
(CD 8)Authorize Execution of Agreement with the University of North Texas Health Science Center at Fort Worth to Accept a Grant in the
Amount Up to$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 Attached
Appropriation Ordinance
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 an amount up to$450,000.00 during the State's Fiscal Years 2022 and 2023 for operation of the Fort Worth
Business Assistance Center as well as renovations and upkeep of buildings on the James E. Guinn 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,subject to
receipt of the grant, in an amount up to$455,000.00 for the purpose of funding operations of the Fort Worth Business Assistance Center as
well as renovations and upkeep of the James E.Guinn School campus.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to execute an agreement with the University of North Texas Health Science
Center at Fort Worth (UNTHSC)to accept and receive grant funds from the State of Texas in an amount up to$450,000.00 during the State's
Fiscal Years(FY)2022 and 2023.Also authorize the use of interest earnings in an amount up to$5,000.00 for a total amount of$455,000.00 to be
appropriated in the Grants Operating State fund for operation of the Fort Worth Business Assistance Center as well as renovations and upkeep of
buildings on the James E. Guinn School Campus.
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 UNTHSC for joint economic development and technology commercialization activities of UNTHSC, TECH Fort Worth and the
City of Fort Worth(City)for renovations at the James E.Guinn School Campus and Business Assistance Center operations.
In the 87th Legislature of the State of Texas during its regular session as part of Senate Bill(S.B.) 1 (General Appropriations Act for the 2022-2023
Biennium), the State approved grant funding in the amount of$2,913,082.00 for the partnership between the City and UNTHSC for the two years
beginning September 1, 2021. Of this grant, the amount of$2,013,082.00 has been appropriated to UNTHSC and TECH Fort Worth and the
remaining amount of up to$900,000.00 is allocated to the City during this biennium to be received in two installments. During the biennium the City
will receive up to$450,000.00 during FY2022 and up to$450,000.00 in FY2023.While indirect costs were not addressed at the time the grant
application was submitted,the Economic Development 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 FY2022-2023 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 Finances certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance,funds
will be available in the current operating budget, as appropriated, in the Grants Operating State Fund. Economic Development(and Financial
Management Services)will be responsible for the collection and deposit of funds due to the City. Prior to an expenditure being incurred, Economic
Development has the responsibility to validate the availability of funds.This is an advance grant.
Submitted for City Manager's Office by: Jay Chapa 5804
Originating Business Unit Head: Robert Sturns 2663
Additional Information Contact: Robert Sturns 2663