HomeMy WebLinkAboutContract 43532 a
CITY SECRETAwq,
CONTRACT NO,
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RESEARCH 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 Fart 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
shills 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 a special item appropriation adopted by the S2"d Legislature of
the State of Texas during its Regular Session as part of H.B. 1 (General Appropriations
Act for the 2012-2013 Biennium) and as approved by the Texas Comptroller of Public
Accounts (the "Appropriation"), UNTHSC will receive a total of $3,100,,000 (the
"Appropriated Funds") in two (2) equal annual installments for costs associated with
LTNTHSC's and the City's joint 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$800,000.00 of those Appropriated Funds
in two (2) annual installments, $350,000 for 2012 and $450,000 for 2013 (the "City
Allocated Funds"), all of which will be used by the City for operations of the BAC and
for renovations of buildings on the Guinn elementary school campus (the "Schaal"),
from which the BAC operates.
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
FT.WORTH,TX
Technology Development and Transfer Agreement between
City of Fart Worth and University of North Texas Health Science Center
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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 ALLOCATED FUNDS.
2.1. Transfer by UNTHSC.
It is anticipated that UNTHSC will receive the first installment of the
Appropriated Funds on or about April 9, 2012 Upon receipt of such installment,
UNTHSC will transfer the City Allocated Funds, as set forth in Recital C, to the
City in accordance with a procedure reasonably acceptable to both LTNTHSC and
the City. The City agrees to deposit the City Allocated Funds into a segregated
account(s) or sub-accounts) specifically designated for the funding of the BAC
operations or the School renovations. Any interest earned on the City Allocated
Funds shall remain the property of the City, but shall not be spent for purposes
other than BAC operations or School renovations.
2.2. Draw-Downs for BAC Operations and School Renovations.
The City will pay invoices for construction and other authorized costs
related to BAC operations and the School renovation directly from those City
Allocated Funds that have been deposited into the account(s) or sub-accounts)
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 LTNTHS C and the City.
2.3. No Rollover.
The City understands and agrees that City Allocated Funds received by
UNTHSC must be used for a purpose authorized by the Appropriation and as
permitted by this Agreement. The City will use commercially reasonable efforts
to ensure that City Allocated 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 Allocated 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 Allocated 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;
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Science Center
Page 2
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.
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.
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 1 1:59 P.M. CDT August 31, 2013. Any duty or
obligation of a party arising prior to expiration shall survive the expiration.
Technology Development and Transfer Agreement between
City of Fort worth and University of North Texas Health Science Center
Page 3
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.
G. LIABILITY.
EXCEPT FOR UNT BSC'S DUTY AND OBLI GA TION TO TRANSFER THE
CITY ALLOCATED FUNDS TO THE CITY IN ACCORDANCE WITH THIS
A GREEMENT, THE CITY HEREBY HOLDS HARMLESS AND RELEASES
UNTHSC FROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY AND
EXPENSE (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND
REASONABLE A TTORNEY'S FEES) ARISING FROM OR RELATED TO THE
SCHOOL REND VA TIONAND 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: UNTHSC:
City of Fort Worth University of North Texas Health Science
Attn: Director Center
Housing& Economic Development Attn: Dr. David Cistola
Department 3500 Camp Bowie Blvd.
1 000 Throclmorton Fort Worth,TX 761 07-2699
Fort Worth, TX 76102 Tel.No.: 817-735-2055
Tel.No.: (817) 392-6125 Fax No.: 817-735-5485
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.
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 entitles 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 LTNTHSC 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 Forth Texas Health Science Center
Page 6
EXECUTED as of the last date indicated below:
CITY OF FORT NORTH: UNIVERSITY--QF NORTH TEXAS
HEALTH S E CE CENTER:
By: _ _ _ _ _ By: �'�
Fernando Costa Sp&t Rang m, D.O., MBA, MPH
Assistant City Manager President
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APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Deputy City Attorney
M&C. r2S� -2
HSC Contract# 14856c
OFFICIAL RECORD
Technology Development and Transfer Agreement between CITY SECRETARY
City of Fort Worth and University of North Texas Health Science Center UH .�X
Page 7 � f
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Official site of t1he City of Fort Worth,Texas
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CITY COUNCIL AGENDA
COUNCIL ACTION: Approved on 8/21/2012- ordinance No. 20338-08-2012
DATE: 812'1120'12 REFERENCE NO.: C-25800 LOO NAME: 17UNTHSC-BAC12
NON-CONSENT PUBLIC NO
CODE: C TYPE: HEARING:
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$800,000.00 from the State of
Texas for the Fort Worth Business Assistance Center Operations and Renovations on the
Guinn School Campus and Adopt Appropriation Ordinance(ALL COUNCIL DISTRICTS)
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$359,990.00 during
the State's current Fiscal Year of September 1, 2011 to August 31, 2012 and the amount of$450,000.00 in
the State's Fiscal Year of September 1, 2012 to August 31, 2013 for the Fort Worth Business Assistance
Center operations and renovations on the Guinn School campus; and
2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Grants Fund in the amount of$800,000.09 over the current and next fiscal years, subject to receipt of the
grant funds.
DISCUSSION:
Each biennium since the 79th Legislature of the State of Texas during its Regular Session as part of S.B. 1
(General Appropriations Act for the 2998-2007 biennium), the amount of$3.1 million has been appropriated
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 82nd Legislature, the State renewed the amount of$3,100,000.00 grant to the partnership of the City
and UNTHSC for the two years beginning September 1, 2011. Of this grant, the amount of$2,309,999.99
has been appropriated to UNTHSC and TECH Fort Worth and the remaining $899,009.00 is allocated to
the City during this biennium to be received in two installments. For the State's current fiscal year, which
ends August 31, 2912, the City will receive$359,099.00. The second installment in the amount of
$450,909.09 will be disbursed next year during the State's 2013 fiscal year. These funds will be used to
administer the Fort Worth Business Assistance Center program, including completion of the elementary
building,the third and final of the buildings to be renovated at the historic James E. Guinn Campus.
The Guinn School property is located in COUNCIL DISTRICT 8.
FISCAL INFORMATIONICERTIFICATION:
The Financial Management Services 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 FROM Fund/Account/Centers
http://apps.cfwnet.org/councll_packet/mc review.asp?ID=1 i 324&councildate=812112012 8/21/2012
M&C Review Page 2 of 2
2)GR76 5XXXXX 017452286XXX $359,999.94
2)GR76 5XXXXX 017452286XXX $459,999.99
2)GR76 451954 417452288999 $350.000-00
2 GR76 451954 917452288999 $450,000.00
Submitted for City Manager's office bv: Fernando Costa (5'122)
Originatina Department Head: Jay Chapa (5804)
Additional Information Contact: Cssana Hermosillo(8'172'122555)
ATTACHMENTS
1717UNTHSC-BAC12 A012.doc
http:llapps.cfwnet.org/council—Packet/mc_review.asp`.ID=17324&councildate=8/21/2012 8/21/2012