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CONTRACT NO.3a(A �-I - t A
AMENDMENT NO. 1A TO
RESEARCH AND TECHNOLOGY DEVELOPMENT
PROJECT AGREEMENTS
This AMENDMENT NO. 1A TO RESEARCH AND TECHNOLOGY
DEVELOPMENT PROJECT AGREEMENTS ("Amendment 1A") 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 and LTNTHSC entered into an initial Research and Technology
Development Project Agreement, dated as of October 7, 2005 ( "Agreement 1"), and
amended as of April 1, 2008 ("Amendment 1-1"). Agreement 1 provides for use of
certain Appropriated Funds from the State of Texas to pay for costs associated with (i)
the co -location of LTNTHSC's support services with Tech Fort Worth incubator client
companies in its BioHealth Center, (ii) the renovation of the Guinn elementary school
(the "Renovation Project"), and (iii) technology incubator services to be provided by
TECH Fort Worth. Amendment 1-1 amends Section 2.4 of Agreement 1 and allows for
the rollover of specific City Allocated Funds until December 31, 2007. Agreement 1 and
Amendment 1-1 are public documents on file in the City Secretary's Office as City
Secretary Contract Nos. 32474 and 36848.
B. The City and LTNTHSC entered into a second Research and Technology
Development Project Agreement, dated as of April 22, 2008 ("Agreement 2").
Agreement 2 provides for additional funding for the Renovation Project. Agreement 2 is
a public document on file in the City Secretary's Office as City Secretary Contract No.
37010.
C. The City and UNTHSC entered into a third Research and Technology
Development Project Agreement, dated as of January 27, 2010 ("Agreement 3") and
amended as of December 1, 2010 ("Amendment 1-3"). Agreement 3 provides for
additional funding for the Renovation Project in order to benefit the Fort Worth Business
Assistance Center ("BAC"). Amendment 1-3 provides for (i) a reduction in City
Allocated Funds, (ii) allows for a reallocation of funds to pay for BAC operations, and
(iii) revises Section 2.3 of Agreement 3 to allow the City to incur the City Allocated
Funds in the fiscal year after the fiscal year in which such City Allocated Funds have
been received from LTNTHSC. Agreement 3 and Amendment 1-3 are
(00003579-1) Amendment No. lA to City Secretary Contract Nos. 32474, 36848, 37010,
Technology Development and Transfer Agreements between
City of Fort Worth and University of North Texas Health Science Center
4& scum 10-03
OFFICIAL RECOR®
9ttyaRETARY
FT.INORTH, TX
on file in the City Secretary's Office as City Secretary Contract Nos. 39274 and 39724-
A1.
D. Agreement 1, Agreement 2, and Agreement 3 shall be referred to
collectively herein as "Agreements." As amended by Amendment 1-1 and Amendment
1-3, the Agreements provide that the City must incur those Appropriated Funds
designated as City Allocated Funds in the same state fiscal year as they are received from
UNTHSC or in the following fiscal year for certain City Allocated Funds. The City and
UNTHSC now wish to amend the Agreements to allow for specific City Allocated Funds
to be incurred by the City at a later date.
NOW, THEREFORE, UNTHSC and the City, for and in consideration of the
terms and conditions set forth herein and in the Agreements, as previously amended, do
hereby contract, covenant and agree as follows:
AGREEMENT
1. 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 Amendment IA.
2. Section 2.4 of Agreement 1 (No Rollover) as set forth and amended in
Amendment 1-1 is hereby deleted in its entirety and replaced with the following (for
purposes of this specific provision, references to "Agreement" shall mean Agreement 1
and references to "Amendment 1" shall mean Amendment 1-1):
2.4. No Rollover.
The City understand and agrees that City Allocated Funds received by
UNTHSC during a state fiscal year (September 1 through August 31) must be
incurred by the City during the same fiscal year for a purpose authorized by the
Appropriation and as permitted by this Agreement; except as otherwise provided
herein. The parties hereto agree that $55,000.00 of City Allocated Funds
received by UNTHSC during the 2006-2007 state fiscal year may be incurred by
the City by not later than December 31, 2007, as specifically provided in that
certain October 18, 2007 letter to Honorable Susan Combs jointly from Mike
Moncrief, Mayor of the City, and Scott Ransom, President of UNTHSC; as
specifically provided in Amendment 1 and subject to the last sentence of this
Section 2.4. The parties hereto further agree that the City may use additional
unspent, unencumbered City Allocated Funds received under the Agreement to
(00003579-1 ) Amendment No. IA to City Secretary Contract Nos. 32474, 36848, 37010, 39724 & 39724-A1
Technology Development and Transfer Agreements between
City of Fort Worth and University of North Texas Health Science Center
pay for costs associated with the Renovation Project, as specifically provided in
that certain August 11, 2011 letter from Susan Alanis, Assistant City Manager to
Scott Ransom, President of UNTHSC and subject to the last sentence of this
Section 2.4. In the event that the Comptroller demands the refund of all or any
portion of the Allocated Funds that were incurred by the City after expiration of
the 2006-2007 state fiscal year, 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 UNTHHC 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. Section 2.4 of Agreement 2 (No Rollover) is hereby deleted in its entirety and
replaced with the following (for purposes of this specific provision, references to
"Agreement" shall mean Agreement 2):
2.4. No Rollover.
The City understand and agrees that City Allocated Funds received by
UNTHSC during a state fiscal year (September 1 through August 31) must be
incurred by the City during the same fiscal year for a purpose authorized by the
Appropriation and as permitted by this Agreement; except as otherwise provided
herein. The parties hereto agree that the City may use unspent, unencumbered
City Allocated Funds received under the Agreement to pay for costs associated
with the Renovation Project, as specifically provided in that certain August 11,
2011 letter from Susan Alanis, Assistant City Manager to Scott Ransom,
President of UNTHSC and subject to the last sentence of this Section 2.4. In the
event that the Comptroller demands the refund of all or any portion of the
Allocated Funds that were incurred by the City after expiration of the 2008-2009
state fiscal year, 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 UNTHHC will cooperate with the City if the City
r reasonably and in good faith disag ees 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. Section 2.3 of Agreement 3 (No Rollover) as set forth and amended in Amendment 1-
3 is hereby deleted in its entirety and replaced with the following (for purposes of this
specific provision, references to "Agreement" shall mean Agreement 3 and references to
"Amendment 1" shall mean Amendment 1-3):
(00003579-1) Amendment No. lA to City Secretary Contract Nos. 32474, 36848, 37010, 39724 & 39724-Al
Technology Development and Transfer Agreements between
City of Fort Worth and University of North Texas Health Science Center
2.3. No Rollover.
The City understand and agrees that City Allocated Funds received by
UNTHSC during a state fiscal year (September 1 through August 31) must be
incurred by the City during the same fiscal year for a purpose authorized by the
Appropriation and as permitted by this Agreement; except as otherwise provided
herein. The parties hereto agree that City Allocated Funds were permitted to be
incurred by the City on or before August 31, 2011, as specifically provided in
Amendment 1 and subject to the last sentence of this Section 2.3. The parties
hereto further agree that the City may use additional unspent, unencumbered City
Allocated Funds received under the Agreement to pay for costs associated with
the Renovation Project or to pay operational costs of the BAC incurred on or after
September 1, 2011, as specifically provided in that certain August 11, 2011 letter
from Susan Alanis, Assistant City Manager to Scott Ransom, President of
UNTHSC and subject to the last sentence of this Section 2.4. In the event that
the Comptroller demands the refund of all or any portion of the Allocated Funds
that were incurred by the City after expiration of the 2009-2010 state fiscal year,
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
UNTSHC 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.
5. All terms in this Amendment that are capitalized but not defined shall have the
meanings assigned to them in the Agreements.
6. All terms and conditions of the Agreements as previously amended that are not
expressly amended pursuant to this Amendment shall remain in full force and effect.
(00003579-1) Amendment No. IA to City Secretary Contract Nos. 32474, 36848, 37010, 39724 & 39724-Al
Technology Development and Transfer Agreements between
City of Fort Worth and University of North Texas Health Science Center
4
Attested by:
EXECUTED as of the last date indicated below:
By.,;
Alanis
Assistant City Manager
Date: *,"'! I t
UNIVERSITY OF NORTH TEXAS
HEALTH IENCE CENTER:
By:
Scott Ransom
President
Date:
APPROVED AS TO FORM AND LEGALITY:
By:.�eZ�
Peter Vaky
Assistant City Attorney
M&C: Z91,V-y(,u At?��
Jacks n, Ch cellor of
vel of N rth Texas System
4 Zo fli
OFFICIAL. RECORD
CITY SECRETARY
FT. WORTH, TX
{00003579-1 } Amendment No. IA to City Secretary Contract Nos. 32474, 36848, 37010, 39724 & 39724-A1
Technology Development and Transfer Agreements between
City of Fort Worth and University of North Texas Health Science Center
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