HomeMy WebLinkAboutContract 37010CITY SECRETARY
�� B
CONTRACT NO.
RESEARCH AND TECHINVUVUY DEVELOPIV�IENT
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.
RECI']CAI.S
A. The City owns the buildings occupied by the Fort Worth Business
Assistance Center (the "BAC"), a non-profit business development center that provides
shills 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 special item appropriation adopted by the 80th Legislature of
the State of Texas .during its Regular Session as part of H.B. 1 (General Appropriations
Act, 200&2009) 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 renovation of the Guinn elementary school and (ii) certain non -operations costs of
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 $675,000.00 of the Appropriated
Funds in two (2) annual installments of $375,000.00 and $300,000.00 respectively
(collectively, the "City Allocated Funds"), of which a total of $475,000.00 is allocated
for the renovation of the Guinn elementary school (the "School") and $200,000.00 is
allocated for costs of TECH Fort Worth that are approved by the Director of the City's
Economic and Community Development Department, including, but not limited to, costs
of fiber optic lines, equipment, and building capital costs, but specifically excluding costs
associated with routine operations (collectively, the "Infrastructure Costs").
NOW THEREFORE, UNTHSC and the City, for and in consideration of the
terms and �o�iditions set forth herein, do hereby contract, covenant and agree as follows:
echnoloj --Dvelopment and Transfer Agreement between
Cite of Foi'Woriti'and University of North Texas Health Science Center
04-23-08 A11:09
IN
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 March 1, 2008 and the second installment of the
Appropriated Funds on or about September 1, 2008. Within five (5) business
days of receipt of each installment of the Appropriated Funds, UNTHSC will
transfer the appropriate installment of the City Allocated Funds, as set forth in
Recital C, 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 the Infrastructure Costs. 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 the Infrastructure Costs. In the
event that UNTHSC receives Appropriated Funds in allocations other than the
two (2) installments described in Recital C, UNTHSC will transfer an installment
of City Allocated Funds in an amount equal to 21.77% of the Appropriated Funds
received by UNTHSC in accordance with the procedures set forth in this Section
2.1. In such a case, 70.38% of the City Allocated Funds installment shall be
deposited into the account or sub -account designated for the funding of the School
renovations and 29.62% shall be deposited into the account or sub -account
designated for the funding of the Infrastructure Costs.
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
` which is hereby made a part of this Agreement for all purposes. The City
1�V o" 1 rovide UNTHSC with copies of all invoices and other reasonable supporting
Ni "1 'tip U'I111,' c entation within a time frame (but in no event later than thirty (30) calendar
,j V1 p L�
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center
Page 2
days following payment) and pursuant to a procedure reasonably acceptable to
both UNTHSC and the City.
2.3. Draw -Downs for Infrastructure Costs.
The City will pay Infrastructure Costs directly from those City Allocated
Funds that have been deposited into the account or sub -account designated for
that purpose. 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.
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
responsibiirt M asserting or related to such a contest.
ii II
VU
7,
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 talce effect on the date as of which both UNTHSC and the
City have executed it and shall expire at 11959 P.M. CDT August 31, 2009. 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 funds 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 DUTYAND 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 ATTORNEY'S FEES) ARISING FROM OR RELATED TO THE
SCHOOL RENOVATIONAND THE PROVISION OF PROGRAM SERVICES.
-A11,
itten notices called for or required by this Agreement shall be addressed to
�:� l f, or such other party or address as either party designates in writing, by
�ertifw postageprepaid, 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.
1J'
U'4'.
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
Ted a�riainal. but all of which shall constitute one instrument.
r, YEN
Technoldgy Dev
City of Fort Wor
Page 6
�ment and Transfer Agreement between
and University of North Texas Health Science Center
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH:
By:
Tom Higgins
��.Ae6frg Assistant City Manager
Date: /Q 8
UNIVERSITY OF NORTH TEXAS
HEALTH SCIENCE CENTER.
BY:
Scott Ransom
President
Date: 5 0�,-' >
By:
Lee lackson, C ancellor of
University bf'1Vorth Texas System
Date:
Technology Development and Transfer Agreement between OGC Contract # 14088
City of Fort Worth and University of North Texas Health Science Center
Page 7
i
i
APPROVED AS I FORM AND LEGALITY:
By:
Peter
Assistant City Attorney
M&c: C-22770 �f-2IL
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center
Page 8
ACCIWStzd By:
EXHIBIT "A"
ANTICIPATED BUDGET FOR SCHOOL RENOVATION
Estimated construction costs
City administration and management costs
Utility extensions
Contingency
TOTAL
$ 1,875,000
$ 75,000
$ 25,000
$ 100,000
$ 2, 075, 000
Page 1 of 2
city of Fort wo�tn, texas
DATE: Tuesday, April 22, 2008
LOG NAME: 17UNT HSC AGREE
REFERENCE NO.: �*C-22770
SUBJECT:
Authorize Execution of an Agreement with the University of North Texas Health Science Center at
Fort Worth to Accept a Grant in the Amount of $675,000 from the State of Texas for Guinn
Elementary School Renovation and TECH Fort Worth Program Funding and Adopt Appropriation
Ordinance
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 at Fort Worth to accept and receive grant funds from the State of Texas in the total amount of
$675,000 over two years beginning September 1, 2007; and
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Grants Fund by $675,000 over the current and the next 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 and 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 the 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 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 were estimated at that
time to be $1,600,000.
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 4/25/2008
Page 2 of 2
On August 23, 2005, the City Council authorized the City Manager to enter into an agreement with the
University of North Texas Health Science Center (UNTHSC) to accept and receive grant funds from the
State of Texas in the total amount of $2,200,000 in equal payments to be received over two years beginning
September 1, 2005. The total grant from the State of Texas to UNTHSC was $3,100,000 over that two-year
period. Of the total, $900,000 was appropriated by the State to UNTHSC to co -locate its grants
management, technology transfer and clinical trials departments in its Center for BioHealth. UNTHSC also
agreed to build wet lab space for TECH Fort Worth to manage and to house TECH Fort Worth incubator
client companies. The ribbon -cutting for the new TECH Fort Worth Acceleration Lab at UNTHSC took place
on March 26, 2008, and three TECH Fort Worth clients have already signed leases for wet labs there.
The $2,200,000 of grant funds to be received by the City was allocated as follows: $1,600,000 for the
remainder of the construction costs for the renovation of the Guinn elementary school, and $600,000 to
fund programs at TECH Fort Worth, including a Phase Zero Small Business Innovation Research grant
program, seed funding for viable start-up technology companies and business assistance operations.
The State has renewed the $3,100,000 grant to the partnership of the City and UNTHSC for the next two
years beginning September 1, 2007. Of this new grant, $2,425,000 has been appropriated to UNTHSC to
fund early stage development of technologies. The remaining $675,000 is allocated to the City, with
$375,000 and $100,000 of the first and second year funds to be spent on additional costs of renovation of
the Guinn elementary school and $200,000 from the second year funds to be spent on non -operating costs
of TECH Fort Worth.
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 5 �675,000.00
(VARIOUS) 017452046XXX
GR76 451954 017452046000 $675,000.00
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
FROM Fund/Account/Centers
Tom Higgins (6140)
Jay Chapa (6192)
Darlene Ryan (339-8968)
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 4/25/2008