HomeMy WebLinkAboutContract 37815 (2)�I "" SECRETARY
CONTRACT No a iLS F
ANNUAL FUNDING AGREEMENT
This ANNUAL FUNDING AGREEMENT ("Agreement") is made and entered
into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal
corporation organized under the laws of the State of Texas, and FORT WORTH
dE
DTECII CENTER, INC.; a Texas non-profit corporation doing business as TECH
FORT WORTH (11TFW11)
RECITALS
A. Since 1998, the City, the University of North Texas Health Science Center
at Fort Worth ("UI�TTHSC" 1- and local businesses and foundations have, through a
public -private partnership, funded the business incubator known as TECH Fort Worth to
promote the growth of technology -based businesses in Fort Worth. TFW operates the
incubator at the historic Guinn School campus, which is owned by the City.
B. The City, currently the primary funding source for the incubator, intends
to phase out direct 'City funding of the Incubator in such a Way that TFW has time to
adjust its operations and fundraising to become reliant on funding from other sources
without harming current operations, which are beneficial to the City's economic
development and diversification efforts, as more specifically set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual benefits and promises
%Ontaine 13c r%ir3 and Poor othcr good and valuable consideration, the receipt and
suffiiciency of which is hereby acknowledged, the City and TFW agree as follows:
AGREEMENT
1. INCORPORATION OF RECITALS.
The City and TFW hereby find and agree that the recitals set forth above are true
and correct and form the basis upon which the City has entered into this Agreement.
2. TERM.
This Agreement shall commence on October 25, 2008 (the "Effective Date")
and, unless tei �Yriir�ated earlier ire aeeordance v�ith the terms and conditions of thin
Agreement, expire on September 30, 2417 (the "Term").
Page I of 8
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
I III kh k R
.. Seine of Services; Pu me Purpose.
Throughout the term of this Agreement, TFW shall provide and comply
with the scope of services attached hereto as Exhibit "A", which is hereby made
a park of this .Agreement for all purposes, and such. other related services. that. the
City may --reasonably .request from time to time (col.lectivoly,, the "Services")_
The City hereby agrees that the Services will serve the public purpose of assisting
the City in meeting its goals for attracting new businesses, creating new job
opportunities, and diversifying the economy in the City, as recommended by the
City's 2008 Comprehensive Plan, adopted by the City Council on February 19,
2008 pursuant to Ordinance No. 17990-02-2008.
Within thirty (30) calendar days following the end of each calendar
quarter, TFW shall provide a written report to the Director of -the City's Housing
and Economic Development Department or successor department the
"Director"), in a form reasonably acceptable to the Director, that outlines the
activities of and Services provided by TFW during the quarter covered by the
report and that contains such other information as the Director may deem
pertinent, to ensure- that TFW is. adequately. providing .the Services andrneetin.g the_
objectives. of the. City set forth in this Agreement_ In addition, of requested by the
Director, an officer of TFW or other authorized representative acceptable to the
Director shall provide the City Council with written reports or public
presentations up to two (2) times in any given fiscal year of the City.
4.1. Schedule and Amounts.
In return for the Services provided by T'FW, the City will provide annual
funding to 1 FW during the following fiscal year periods in the following amounts
(collectively, the "Annual Subsidies"):
Page 2 of 8
Annual Funding Ageement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/bla TECH Fort Worth
Fiscal Year Period
Amount of Funding
October25, 2008
through September 30, 2009
$241J4TOO
October 1,
2009
through
September
30,
2010
$2275342.UO
October 1,
2010
through
September
30,
2011
$1981924000
October 1,
2011
through
September
30,
2012
$170,506.00
October 1,
2012
through
September
30,
2013
$14208.00
October i,
2013
through
September
30,
2014
$1 `13,67000
October I ,
2014
through
September
30,
2015
$ 85252*00
October 1,
2015
through
September
30,
2016
$ 56,834.00
October 1,
2016
through
September
30,
2017
$ 28,416.00
The Cifiy and: UNTHSC have entered into- that- vertan Research and
Technology Development Project Agreement executed as of April 22, 2008 and
on file in the City Secretary's Office as City Secretary Contract No. 37010 (the
"UNTHSC Agreement") pursuant to which UNTHSC will, among other things,
provide .$200,000DO to the City for costs of TFW fxom a special .item
appropriation. adapted. by the 80t' Legislature of the State of Texas during. its.
Regular Session as part of H.B. 1 (General Appropriations Act, 2007-2009) and
as approved by the Texas Comptroller of Public Accounts (the "TECH Fort
Worth State Grant Funds"). In addition to any Annual Subsidies, the City
hereby agrees to pay TFW, on or after the Effective Date, any TECH Fort Worth
State Grant Funds received by the City under the UNTHSC Agreement. TFW
hereby agrees to cooperate with the City as necessary to ensure compliance by the
City with the terms and conditions of the UNTHSC Agreement,
4.3. Payment Due Dates; Subject to Appropriation.
The City shall pay each A���nual Subsidy outlined in Seetion 4.1 in twa (2)
equal installments. The first installment shall be paid on or about October 15 of
the calendar year in which the respective fiscal year commences and the second
installment shall be paid on or about March 1 of the following calendar year. The
City will, pay any TECH Fort. Worth State Grant FunAs received in accordance
with the UNTHSC Agreement within. thirty (30) calendar days following their
receipt. Notwithstanding anything to the contrary herein, all obligations of the
City to pay any Annual Subsidy shall be subject to appropriation by the City
Council for the purpose set forth in this Agreement. The City's staff shall use its
best efforts to include in each annual budget, for consideration and approval by
the City Council (such approval, however, being solely within the discretion of
the City Council), such amounts as would be sufficient to satisfy all of the City's
obligations to TFW under this Agreement during the forthcoming fiscal year. As
of the Effective Date of this Agreement, the City Council has appropriated
$441,147.00 for payment of the Annual Subsidy for the 200&09 fiscal year and
Page 3 of 8
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
for receipt�jof the TECH Fort Worth State Grant Funds, as set forth in M&C
C " 2 9 12. / approved vy ti'ie'City Council on October 14, 2008.
5. TFW BOARD APPOINTMENTS BY CITY.
The City shall have the right to appoint two (2) individuals as full voting members
of TFW's governing body (the "TFW Board"). if the TFW Bard is expanded to
,onsist of more than fifteen-(15) members, the City will have the right to appoint one (1)
member to the TFW Board for every six (6) members selected by other means. Any
individual appointed by the City to the TFW Board shall be an eligible voter in the City.
6. BOOKS AND RECORDS; AUDITING RIGHTS.
TFW -shall n'iaiil+Caili e�mpleto and accurate records with respect to all aperatioris;
activities, and expenditures related to the Services provided pursuant to this Agreement.
All such records shall be maintained on a generally accepted accounting basis and shall
be clearly identified and readily accessible to the City. At no cost to TFW and upon at
least forty-eight. (48) hours' advance notice., TFW shalt provide representatives of the
City and its agents free access to such books and.recards in orde.r.for the City to examine
and audit the same and make copies thereof. TFW shall further allow the City and its
agents to make inspections of all work data, documents, proceedings, and activities
related to this Agreement. Notwithstanding anything to the contrary herein, this Section
6 shall survive for two (2) years following termination or expiration of this Agreement
7. DEFAULT.
A party shall be in default under this Agreement if that party breaches any term or
condition of this Agreement: Inthe event that such breach remains uncured-af#er thirty
30calendar days following receipt of written notice from the party asserting default (or,
if the defaulting party has diligently and continuously attempted to cure the default
Following receipt of such written notice but reasonably requires more than thirty (30)
calendar days to cure, then such additional amount of time as is reasonably necessary to
effect cure., as determined. by both parties mutually and in good _faith),. the_ party asserting
default..shall have the right to terminate this. Agreement immediately by providing written..
notice to the defaulting party. Notwithstanding anything to the contrary herein, this
Agreement may be terminated by TFW upon thirty (30) days' written notice in the event
the City fails to fund any of the Annual Subsidies provided in Section 4.1.
S. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that TFW shall operate as an independent
contractor in each and every respect hereunder and not as an agent, representative or
Page 4 of 8
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
employee of the City. TFW shall have the exclusive right to control all details of its day-
to-day operations and shall be -solely responsible' for the acts and omissions of its officers,
agents, servants, employees, 'contractors, subcontractors, Jacenseers and invitees. TFW
acknowledges that the doctrine of respondeat superior will not apply as between the City
and TFW, its officers, agents, servants, employees, contractors, subcontractors, licensees,
and invitees. TFW further agrees that nothing in this Agreement will be construed as the
creation of partnership orj.oint_.en.terprise between the City and. TFW_.
10. NOTICES.
All wrFtten notices called for or required by -this Agreemrent 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:
City:
Cit} of Fart W-arth
Attn: City Manager
1000 Throckmorton
Fort Worth, TX 76102
with copies to:
the City Attorney and
Housing and Economic Development
Director at the same address
Page 5 of 8
Annual Funding Ageement between Ciry of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
TFW:
TECLT Fort Worth
Attn: Chair, Board of Directors
1120 South Freeway
Fort Worth, TX 76104
with a copy to:
the Executive Director
at the same address
TFW May tiot ass ig n, tansfer or €diet wise convey any o its Aghts or o- e ittiJrn"s
under this Agreement to any other person or entity without the prior consent of the City
Council, which consent shall not be unreasonably withheld, conditioned on (i) the prior
approval of the assignee or successor and a finding by the City Council that the proposed
Issignee or successor,is .capable c f.pcnvi.dingthe.S_ervi.c_e<s.set_fo.rth_. n_.this..Agreement to the
same or better degree than TFW and (ii) prior execution by the proposed. assignee or
successor of a written agreement with the City under which the proposed assignee or
successor agrees to assume and be bound by all covenants and obligations of TFW under
this Agreement. Any attempted assignment without the City Council's prior consent shall
constitute a breach of this Agreement. Any lawful assignee or successor in interest of TFW
of all rights under this Agreement shall be deemed "TFW" for all purposes under this
Agreement.
This Agreement will be subject to all applicable federal, state and local laws,
ordinances, rules and regulations, including, but not limited to, all provisions of the
City's Charter and ordinances, as amended.
It is understood that by execution of this Agreement, the City does not waive or
surrender any of it governmental powers or immunities.
The failure of either parry 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 parry's right to insist upon appropriate performance or to assert any such right on
any future occasion.
15. VENUE AND JURISDICTION.
If and action, whether real or asserted, at aW Or in eq'r%iy, arises oii th basis of
any provision of this Agreement, venue for such action shall lie in state courts located in
Tarrant County, Texas or the United States District Court for the Northern District of
Page 6 of 8
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
Texas — Fort Worth Division. This Agreement shall be construed in accordance with the
laws of the Mate -of Texas.
The provisions and conons of this Agreement are solely for the benefit of the
City and TFW, and any lawful assign or successor of TFW, and- are not intended tt create -
any rig'lrts, contractual or othei wise, to any other person or entity.
It is expressly l�nderstond and.agreed by the parties to rhic AgreeYne_n_t that if the.
performance of any obligations hereunder is delayed by reason of war, civil commotion,
acts of God, inclement weather, 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, the party so obligated or permitted shall be excused from doing or
performing the same during such period of delay.
In the event of any �'s�ut€ over the meaning -or ap�lication of and- 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,
captions and headings -used in tlzis Agreement are for reference p�zrposes only and.
shall not be deemed a part of this Agreement.
20. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached horeto anal- any doeun�ents
incorporated herein by reference, contains the entire understanding and agreement
between the City and TFW, and any lawful assign and successor of TFW, as to the
matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declare- :null ,and void to the extent in. conflict with any provision, of this
Agreement.. Notwithstanding anything. to the contrary herein, this Agreement shall not be
amended unless executed in writing by both parties and approved by the City Council of
the City in an open meeting held in accordance with Chapter 551 of the Texas
Government Code.
Page 7 of 8
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
21. COUNTERPARTS.
This Ag ee neat may be execated in trru uPle cournerparLs. etch shall be
considered an original, but all of which shall constitute one instrument.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH:
By:
Tom Higgins
Assistant City Manager
Date:
APPROVED AS TO FORM AND LEGALITY:
By:
Peter Vaky
Assistant City Attorney
M&C: C-23/27 lo-ILA-Aff
Page 8 of 8
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
FORT WORTH MEDTECH
CENTER, INC. d/b/a TECH FORT
WORTH.:
By:
y
Vernon E. Rew, Jr.�
Chair, Board of Directors
For each fiscal year, TFW will have an Economic Impact of at least ten (10) times the
annual funding amount by the City as listed in section 4.1 of this Funding Agreement.
Economic Impact will_. be cal_c_ ulated using the fol.l.owing .formula..accepted by the ,S.tate
Comptroller
client
• new n , it i in TFW clients
• new debt instruments extended to TFW clients
This goal will be reached by running incubation programs which provide early -stage
technology start-ups and entrepreneurs commercializing proprietary technologies support
and assistance in growing th-clr ventures.
Annual Funding Agreement between City of Fort Worth
and Fort Worth Med Tech Center, Inc. d/b/a TECH Fort Worth
Page 1 of 2
r • •
DATE: Tuesday, October 14, 2008
LOG NAME: 17TECHFW
REFERENCE NO.: C-23127
SUBJECT:
Authorize Agreement with Fort Worth MedTech Center, Inc., d/b/a TECH Fort Worth, to Provide
Business Incubation Services for an Amount Not to Exceed $441,147.00 in the First Year
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an agreement with Fort
Worth MedTech Center, Inc., d/b/a TECH Fort Worth, to provide business incubation services to
technology -based businesses for ten years for an amount not to exceed $441,147.00 in the first year.
DISCUSSION:
During the Fiscal Year 2008-2009 budget process, the City Council approved a 10 year plan to privatize
TECH Fort Worth, providing financial support that will decrease 10 percent each year, with the City funding
being gradually replaced with private funding over the next 10 years.
It is recommended that the City Council authorize the execution of an agreement with TECH Fort Worth for
the period of October 25, 2008, through September 30, 2018, that outlines the funding schedule and
includes a detailed description of services to be provided, and requires quarterly reporting.
As outlined in the agreement and 10 year plan, the City will provide TECH Fort Worth $241,147.00 during
Fiscal Year 2008-2009 to perform the contract measurables. TECH Fort Worth will continue providing
business incubation services for technology -based companies located in or planning to locate in Fort Worth,
as it has been doing since 1998.
Additionally on April 22, 2008, the City Council authorized the City Manager to enter into 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, including $200,000.00 designated for certain costs of TECH Fort Worth.
These grant funds are expected to be received from UNTHSC during October 2008. The proposed
agreement with TECH Fort Worth will provide that the City will pay the $200,000.00 grant funds to TECH
Fort Worth once the City receives the grant from UNTHSC.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds will be available in the Fiscal Year 2008-
2009 operating budget, as appropriated, of the General Fund and the Grants Fund.
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 10/22/2008
Page 2 of 2
TO Fund/AccounfilCenters
Submitted for City Manager's Office b�
Originating Department Head:
Additional Information Contact:
FROM Fund/AccounilCenters
GG01 539120 0172000
GR76 5
(VARIOUS) 017452293800
Tom Higgins (6140)
Jay Chapa (5804)
Darlene Ryan (339-8968)
$241,147.00
$200, 000.00
http://apps.cfwnet.org/council�acket/Reports/mc�rint.asp 10/22/2008