Loading...
HomeMy WebLinkAboutContract 397244 , ci FY SECRETARY v4NTRAC;T NO� RESEARCH AND TECHNOLOGY DEVELOPMENT PROJECT AGREEMENT This RESEARCH AND TECHNOLOGY DEVELOPMENT PROJECT AGREEMENT ("Agreement") is made and entered into by and between the University A 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 by Fort Worth MedTech Center, Inc., doing business as TECH Fort Worth ("TFW"), a non-profit entity that provides specialized and industry -specific business assistance to technology -based companies. Both the BAC and TFW 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 81 st Legislature of the State of Texas during its Regular Session as part of S.B. 1 (General Appropriations Act, 2009-2010) and if 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 UNTHSC's and the City's joint economic development and technology commercialization activities, including certain costs of TFW. C. UNTHSC and the City wish to enter into this Agreement in order to provide for UNTHSC's transfer to the City of $700,000.00 of those Appropriated Funds once received from the first annual installment (the "City Allocated Funds"), all of which will be used by the City for the renovation of the Guinn elementary school (the "School") in order to benefit the BAC. No funds from the second installment will be transferred to the City. OFFICIAL RECORD NOW, THEREFORE, UNTHSC and the City, for and in corsid�'��at�i6��h�ARY terms and conditions set forth herein, do hereby contract, covenant and agree as follows;, TX t_ I Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 1 OGC Conh•act # 14856 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 February 15, 2010. Within five (5) business days of actual 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 UNTHSC and the City. The City agrees to deposit the City Allocated Funds into a segregated account or sub -account specifically designated for the funding of 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 the School renovations. 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. 2.3. 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. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 2 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 11:59 P.M. CDT August 31, 2011 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 Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 3 cure), the defaulting party shall be defaulting party shall have all performance. 6. LIABILITY. in breach of this Agreement, in which case the non - equitable rights for injunctive relief or specific EXCEPT FOR UNTHSC'S D UTY 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 ATTORNEY'S FEES) ARISING FROM OR RELATED TO THE SCHOOL RENOVATIONAND THE PROVISION OF PROGRAM SERVICES, 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: City: City of Fort Worth Attn: Director Housing & Economic Development Department 1000 Throcicmorton Fort Worth, TX 76102 Tel. No.: (817) 392-6125 Fax No.: (817) 392-2431 UNTHSC: University of North Texas Health Science Center Attn: Dr. Glenn Dillon 3500 Camp Bowie Blvd, it Worth, TX 76107-2699 Tel. No.: 817-735-2055 Fax No.: 817-735-5485 Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 4 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. 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. 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 Technology Development and Transfer Agreement between City of Fort Worth and University of North Teas Health Science Center Page 5 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 countezparts, each of which shall be considered an original, but all of which shall constitute one instrument. EXECUTED as of the last date indicated below: Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 6 CITY OF FORT WORTH: By: Tom Higgins L Assistant City Manager Date: r1 O HEALTH By: Scott Ransom President Date: By: Lee Uni Date: APPROVED AS TO FORM AND LEGALITY: By: Peter Vaky �/ Assistant City Attorney M&C: C -2 `fll7) 2 12-IS-D 9 Marty Hendrix, Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 7 F NORTH TEXAS ICE CENTER: son, hancellor of orth Texas System ( 0 0 0 OFFICIAL RECORD CITY SECRETARY F r WORTH, TX EXHIBIT "A" ANTICIPATED BUDGET FOR SCHOOL RENOVATION Phase 2 of renovating the third and final building consists of the interior finish out, such as: new interior walls and doors; new paint, carpet, and vinyl composition tiles; new electrical wiring and light fixtures; new HVAC duct extensions; computer network wiring; and furnishings, fixtures, and equipment, which is estimated at $700,000. Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 8 •T�"I I l.Inication COUNCIL ACTION: Approved on 12/15/2009 —Ord. No. 18981-12-2009 DATE: Tuesday, December 15, 2009 REFERENCE NO.: C-24002 LOG NAME: 17UNTHSC—GUINN09 SUB.TECT0 Authorize the Execution of an Agreement with the University of North Texas Health Science Center at Fort Worth to Accept a Grant in the Amount of $700,000.00 from the State of Texas for the Guinn Elementary School Renovation and Adopt Related 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 $700,000.00 during the State's Fiscal Year of September 1, 2009, to August 31, 2010; and 2. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Grants Fund by $700,000.00 over the current Fiscal Year upon receipt of the grant funds. DISCUSSION: In May 1998, the United States Department of Commerce Economic Development Administration (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 (Guinn 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 $1.2 million Economic Development Initiative grant from the United States 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 third building, the former 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. On May 3, 2005, the City approved a proposal to EDA ($400,000.00) and authorized its matching share of $100,000.00 to stabilize the exterior walls, replace the roof and pay architectural fees to design the renovation of the Guinn elementary school. The remainder of the construction costs was estimated at that time to be $1.6 million. 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 amount of $2.2 million to be received over two years. These grant funds received by the City were allocated as follows: $1.6 million for the construction costs for the renovation of the Guinn Elementary School and $600,000.00 to fund programs at TECH Fort Worth. In 2007, the State allocated funding to UNTHSC once again, based on this partnership with the City of Fort Worth. Of the $3.1 million appropriation, $675,000.00 was allocated to the City for exterior renovations of the third building, which is occurring at this time. The State has renewed the $3,100,000.00 grant to the partnership of the City and UNTHat. for the next two years beginning September 1, 2009. Of this new grant, $2,400,000.00 has been appropriated to UNTHSC and the remaining $700,000.00 is allocated to the City during the first year of this biennium. These funds will complete the interior renovations of the Guinn Elementary School building. The Guinn School property is located in COUNCIL DISTRICT 8. FISCAL INFORMATION: 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. FUND CENTERS: TO Fund/Account/Centers FROM Fund/Account/Centers GR76 451954 017452437000 $700.000.00 3R76 5(VARIOUS) 071452437XXX $700,000000 CERTIFICATIONS: Submitted for City Manager's Office by: Thomas Higgins (6140) Originating Department Head: Jay Chapa (6192) Additional Information Contact: Ossana Hermosillo (8618) ATTACHMENTS 1. 17UNTHSC—GUINN09 AO.doc