Loading...
HomeMy WebLinkAboutContract 32474RESEARCH AND TECHNOLOGY DEVELOPMENT PROJECT AGREEMENT This RESEARCH AND TECHNOLOGY DEVELOPMENT PROJECT 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, and TECH Fort Worth ("TECH Fort Worth"), a non-profit entity that provides specialized and industry -specific business assistance to start-up companies in the fields of aerospace, information and medical technologies. Both the BAC and TECH Fort Worth operate 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 a one-time special item appropriation adopted by the 79th Legislature of the State of Texas during its Regular Session as part of S.B. 1 (General Appropriations Act, 2006-2007) and as approved by the Texas Comptroller of Public Accounts (the "Appropriation"), UNTHSC will receive a total of $3,100,000 in two (2) equal annual installments (collectively, the "Appropriated Funds") to pay for costs associated with (i) the co -location of UNTHSC's support services with Tech Fort Worth incubator client companies in its BioHealth Center, (ii) the renovation of the Guinn elementary school, and (iii) technology incubator services to be provided by TECH Fort Worth C. UNTHSC and the City wish to enter into this Agreement in order to provide for UNTHSC's transfer to the City a total of $2,200,000 of the Appropriated Funds in two (2) equal annual installments (collectively, the "City Allocated Funds"), a total of $1,600,000 of which are allocated for the renovation of the Guinn elementary school (the "School") and a total of $600,000 of which are allocated for the technology incubator services to be provided by TECH Fort Worth (the "Program Services"). 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: - Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center i �, j., U R Page 1 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. It is anticipated that UNTHSC will receive the first installment of the Appropriated Funds on or about September 1, 2005 and the second installment of the Appropriated Funds on or about September 1, 2006. Within five (5) business days of receipt of each installment of the Appropriated Funds, UNTHSC will transfer the installment of the City Allocated Funds 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 two (2) segregated accounts or sub -accounts, one of which will be designated for the funding of the School renovations and the other of which will be designated for the funding of Program Services. Any interest earned on the City Allocated Funds shall remain the property of the City, but shall not be spent for purposes other than the School renovations or Program Services. In the event that UNTHSC receives Appropriated Funds in allocations other than two (2) equal installments, UNTHSC will transfer an installment of City Allocated Funds in an amount equal to 70.97% of the Appropriated Funds received by UNTHSC in accordance with the procedures set forth in this Section 2.1. In such a case, 72.73% of the City Allocated Funds installment shall be deposited into the account or sub -account designated for the funding of the School renovations and 27.27% shall be deposited into the account or sub -account designated for the funding of Program Services. 2.2. Draw -Downs for School Renovations. The City will pay invoices for construction and other authorized costs related to the School renovation directly from those City Allocated Funds that have been deposited into the account or sub -account designated for that purpose. The anticipated budget for the School renovation is attached hereto as Exhibit "A", which is hereby made a part of this Agreement for all purposes. 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. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 2 2.3. Annual Appropriation for Pro$ram Services Funds. The City will use those City Allocated Funds that have been deposited into the account or sub -account designated solely for the provision of Program Services, as more specifically outlined in Exhibit "B", which is attached hereto and hereby made a part of this Agreement for all purposes, and for the administration and management of those Program Services. The City may provide additional funding for Program Services and related administration and management costs from sources other than the City Allocated Funds. Pursuant to a procedure reasonably acceptable to both UNTHSC and the City, the City will provide UNTHSC with an annual report that provides for a reasonable accounting of how City Allocated Funds were used for the provision of Program Services and the administration and management of those Program Services. 2.4. No Rollover. The City understands 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. 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. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 3 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, 2007. 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 fends actually received by UNTHSC designated 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 OBLIGATION 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 ATTORNEYS FEES) ARISING FROM OR RELATED TO THE SCHOOL RENOVATION AND THE PROVISION OF PROGRAM SER VICES. 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 Page 4 City: City of Fort Worth Attn: Director Economic & Community Development Department Fort Worth, TX 76102 Tel. No.: (817) 392-6103 Fax No.: (817) 392-2431 UNTHSC: University of North Texas Health Science Center Attn: Dr. Glenn Dillon 3500 Camp Bowie Blvd. Fort Worth, TX 76107-2699 Tel. No.: 817-735-2055 Fax No.: 817-735-5485 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 Page 5 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. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 6 �L L :1•. . EXECUTED as of the last date indicated below: CITY OF FORT WORTH: r / /I �' —•fir. By. Dale Fisseler Assistant City Manager Date: �17,zo Attested By: D-tarty Hendrix City Secretary UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER: By: OX0 rim P J v Ronald R. Blanck, D.O. President Date: to a� By: Lee lackson, C ancellor of UniversityofNorth Texas System Date: (0 0� APPROVED AS TO FORM AND LEGALITY: By: fi�a� Peter Vaky Assistant City Attorney M&C: C -Z 0 9/ F�-2 3- os Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 7 f F'�j 1�7 c c' EXHIBIT "A" ANTICIPATED BUDGET FOR SCHOOL RENOVATION Estimated Construction Costs $1,400,000 City Administration and Management Costs $ 75,000 Utility Extensions $ 25,000 Contingency $ 100,000 TOTAL $1,600,000 Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 8 EXHIBIT "B" DESCRIPTION OF PROGRAM SERVICES Overview There is an enormous amount of potential for technology commercialization in our educational institutions and local industry. The Fort Worth community has invested in all of the pieces of the puzzle — projects that operate separately and independently, yet collaboratively, to assist and support small business development in a seamless service delivery system. The City Allocated Funds will strengthen the delivery system by allocated resources to a step-by-step process: 1. Finding the technology. 2. Matching it for commercialization. 3. Developing, testing and proving products and services. 4. Developing a sustainable business. The anticipated budget for those City Allocated Funds designated for the provision of Program Services and the administration and management of those Program Services is as follows: SBIR Phase One Program $100,000 University/Incubator Collaboration $100,000 Administration and Management $250,000 Business Assistance Services $100,000 TOTAL $600,000 University Incubator Collaboration The University/Incubator Collaboration will facilitate the creation of university -based start up companies that stay in Texas, go on to commercialize important new technologies that benefit U.S. citizens, and provide high wage employment. The Collaboration model is consistent with the State of Texas's initiative to commercialize university discoveries. SBIR/STTR Phase Zero Prostram The SBIR/STTR Phase Zero Program is to bridge the gap between companies qualified to apply for SBIR funds and their capacity to develop competitive proposals. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 8/23/2005 - Ordinance No. 16552-08-2005 DATE: Tuesday, August 23, 2005 LOG NAME: 17STATEGRANT REFERENCE NO.: C-20919 SUBJECT: Adopt Appropriation Ordinance and Authorize Execution of an Agreement with the University of North Texas Health Science Center to Accept a Grant from the State of Texas for Guinn Elementary School Renovation and Tech Fort Worth Program Funding RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to enter into an agreement with the University of North Texas Health Science Center (UNT HSC) to accept and receive grant funds from the State of Texas in the total amount of $2,200,000 to be distributed in equal payments from the State over two years beginning September 1, 2005; and 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Fund by $2,200,000 over the next two fiscal years, upon receipt of the grant funds. DISCUSSION: In May 1998, the U.S. Department of Economic Development (EDA) awarded the City of Fort Worth a $1.9 million grant to renovate the Middle School on the historic James E. Guinn School campus. The grant agreement with EDA stipulated that the City of Fort Worth would restore all three buildings on the campus. The Middle School reconstruction was completed in April 2001 and is the permanent home of the Fort Worth Business Assistance Center. In January 2000, the City accepted a $1,202,500 Economic Development Initiative grant from the U.S. Department of Housing & Urban Development for renovation of the former gym and industrial arts building on the Guinn campus. Construction of that project was completed in March 2004 and the building is now occupied by Tech Fort Worth technology business incubator. The elementary school is the oldest and smallest of the three buildings (approximately 9,880 square feet on two floors) and the most representative in architectural character of the original 1917 structure. The elementary school fronts East Rosedale and is the location of the historical marker on the campus. The building is collapsing in many areas and is open to the elements. Most areas of the wood floor on the second story are unsafe, as is the roof, due to rotten or collapsed floor and roof joists. Immediate renovation work is needed before the structure deteriorates beyond repair. On May 3, 2005, the City approved a proposal to EDA ($400,000) and authorized its 20% matching share ($100,000) to stabilize the exterior walls, replace the roof and pay for architectural fees to design the renovation of the Guinn elementary school. The remainder of the construction costs, $1,600,000, will be funded by grant funds appropriated by the State of Texas to UNT HSC. The total grant from the State of Texas to UNT HSC is $3,100,000. Of this total, $900,000 is appropriated by the State to UNT HSC to co -locate its grants management, technology transfer and clinical trials http://www.cfwnet.org/council_packet/Reports/mc_print.asp 10/24/2005 Page 2 of 2 departments in its BioHealth Center, and to build wet lab space for Tech Fort Worth incubator client companies. Tech Fort Worth will manage this space. $600,000 of the City's share of the grant will fund programs at Tech Fort Worth, including a Phase 0 Small Business Innovative Research grant program, seed funding for viable start-up technology companies and business assistance operations. The Guinn School property is located in COUNCIL DISTRICT 8. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that upon approval of the above recommendations, receipt of the grant and adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers GR76 451954 017452046000 $2,200,000.00 Submitted for City Manager's Office by; Originating Department Head: Additional Information Contact: FROM Fund/Account/Centers GR76 5 $2200.000.00 (VARIOUS) 017452046010 Dale Fisseler (6140) Tom Higgins (6192) Dorothy Wing (212-2665) http://www.cfwnet.org/council_packet/Reports/mc_print.asp 10/24/2005