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HomeMy WebLinkAboutContract 43532 (2)CITY SECRETARY CONTRACT No. �/ 3S 3 L., 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 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. 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 I-35 South and Rosedale Street. B. Pursuant to a s ecial item a ropriation adopted by the 82nd Legislature of p pp 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 UNTHSC'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 "School"), 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: Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 1 OFFICIAL RECUR CITY SECRETARY FT. WORTH, TX 08-27-12 P02:53 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 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 UNTHSC and the City. The City agrees to deposit the City Allocated Funds into a segregated account(s) or sub-account(s) 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-account(s) 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 2.3. 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 11:59 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. 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 ATTORNEY'S FEES) ARISING FROM OR RELATED TO THE SCHOOL RENOVATION AND 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: 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 Housing & Economic Development Department 1000 Throckmorton Fort Worth, TX 76102 Tel. No.: (817) 392-6125 Fax No.: (817) 392-2431 UNTHSC: University of North Texas Health Science Center Attn Dr. David Cistola 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 perfonnnance 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 EXECUTED as of the last date indicated below: CITY OF FORT WORTH: UNIVERSITY OF NORTH TEXAS HEALTH SCIENCE CENTER: By• 770a4e444 Fernando Costa Assistant City Manager Date: 8/aZ/2 t 6-}Y) Jims Knyor City Seatistary • 1w / `i Scott Ransom, D.O., MBA, MPH President xv#0** Oa 7,4 oaoo0 e. Ar Qoa o13() 0 a°gtee Jackson, C `ancellor of "000oe niversit ,`�of North Texas System o 440°000S ac,a, Y Y Date: ( ((st APPROVED AS TO FORM AND LEGALITY: By: egeff) ., Peter Vaky Deputy City Attorney max: C -2,c8 CD et / Technology Development and Transfer Agreement between City of Fort Worth and University of North Texas Health Science Center Page 7 HSC Contract # 14856c OFFICIAL E©©RD CITY SECRETARY M&C Review Page 1 of 2 Official site of the City of Fort Worth, Texas COUNCIL ACTION: Approved on 8/21/2012 - Ordinance No. 20338-08-2012 9 DATE: 8/21/2012 REFERENCE NO.: C-25800 LOG NAME: 17UNTHSC-BAC12 CODE: C TYPE: NON -CONSENT PUBLIC NO 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 $350,000.00 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 $800,000.00 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 2006-2007 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 $2 300,000.00 has been appropriated to UNTHSC and TECH Fort Worth and the remaining $800,000.00 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, 2012, the City will receive $350,000 00 The second installment in the amount of $450,000.00 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 INFORMATION/CERTIFICATION: 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/council_packet/mcreview.asp9ID=17324&councildate=8/21/2012 8/21/2012 M&C Review Page 2 of 2 2) GR76 5XXXXX 017452286XXX 2) GR76 5XXXXX 017452286XXX 2) GR76 451954 017452286000 2)GR76 451954 017452286000 $350.000.00 $450,000.00 $350,000.00 $450.000.00 Submitted for City Manaaer's Office bv: Oriainatina Department Head: Additional Information Contact: ATTACHMENTS 1717UNTHSC-BAC12 AO12.doc Fernando Costa (6122) Jay Chapa (5804) Ossana Hermosillo (8172122665) http://apps.cfwnet.org/council packet/mc review.asp9ID=17324&councildate=8/21/2012 8/21/2012