HomeMy WebLinkAboutContract 45476 111111V
14.
CITY SECRETARY
CONMACT N09
TECHNOLOGY DEVELOPMENT AND TRANSFER AGREEMENT'
This TECHNOLOGY DEVELOPMENT AND TRANSFER AGREEMENT
ENT
("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
The City owns the buildings occupied by the Fort Worth Business
Assistance Center (the " AC"), 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 Schooll Campus, consisting of three
historic buildings (the former middle school, elementary school and gymnasium) on
appir ima.tel five (5) acres of land in the City at the intersection of I-35 South and
Rosedale Street (the "Guinn School Campus").
Pursuant to a special item appropriation adopted by the 83rd Legislature
of the Mate of Texas during its Regular Session as part of S.B. 1 (General Appropriations
Act for the 2014-201 Bien..nium) and as approved by the Texas Comptroller of Public
Accounts (the "Appropriation"), NTH C will receive a total of $3,410,0010...00 (the
"Appropriated Funds"), in two (2) equal annual inst allments for costs associated with
LJNTHS,C's and the City's joint economic development and technology
commercialization activities,
C. LNTHSC and the City wish to enter into this Agreement in order to
provide for TH + 's transfer to the City of $1,000,000,00 of those Appropriated
Funds in two (2), equal annual installments of $5010,000,00 (the, "City Allocated
Funds"), all of which will be used by the City for operations of the BAC, including any
contracted services geared toward small business development and job creation, and for
renovations and maintenance of the Guinn School Campus.
NOW, THEREFORE, LFNTI HSC 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
Technology Development and Transfer Agreement between CITY SE(,,'h0RE1"rAR1Y.I I
City of Fort worth and University of North Texas(Health Science Center F O TXX
Page 1
AGREEMENT
1'. INCORPORATION OF R]ECIrl"ALS,.
parties hereby agree that the recitals set forth above are true and correct and
1 rm, the basis upon which they have entered into this Agreement.
2• CITY ALLOCATED FUNDS.
2.1 Transfer by UN'THS.
It is anticipated that UNTHSC will receive the first installment of the
Appropriated Funds on or about April 210, 2014, Within five 5 business days of
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-account(s) specifically
designated for the fending of the BAC operations or renovations or maintenance
of the Guinn School Campus. Any interest earned on the City Allocated Funds
shall remain the property of the City, but shall net be spent for pnrp�elses ether
than BAC operations or renovations or maintenance of the Guinn School Campus.
2.,2. Draw-Downs for BAC Operations and Guinn School Cara tis
Renovations and Ma n enanee,
The City will pay invoices ices f r construction and other authorized costs
related to BAC operations and renovations of and maintenance costs to the Guinn
School Campus directly fr+ rn those City Allocated Funds that have been
deposited into, the accounts or sub aceennt(s) designated for that purpose. The
City will provide UNTHSC with copies of all invoices and other reasonabile
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 LNTHS,C and the City.
2.3. No Rollover.
The City understands and agrees that City Allocated Funds received by
T SC must be used for a purpose authorized by the Appropriation and as
permitted by this Agreement., The Citywill use cornmercially reasonable efforts
to ensure that City Allocated Funds received by UN'THSC during a state fiscal
year (September through August 3 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
Technology Development and Transfer Agreement between
City of Fart Worth and University o' iert i Texas Health Seiience Center
Page,2
demands repayment of all or any portion of such City Allocated Funds
specifically due to that fact,, the City will pay LJNT1--4SC or the State of Texas an
amount equal to the refund demanded from any legally available source of funds,
provided, however, that LN"'FCSC will cooperate with the City if' the C1 ty
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 UNTFISC itself shall have no
liability or responsibility in asserting or related to such a contest.
3. COOPEI"TION 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,
NT SC and City are not aware of any remaining duty, obligation or provision of
information that the City or LTNTHSC 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 U-NTHSC 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 LTNTHSC will cooperate with the City if the Ci,ty
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 UN'fHSC itself shall have no liability or
responsi bility in asserting or related to such a contest.
4. TERM.
This Agreement shall take effect on the date as of which both UNTI-ISC, and the
City have executed it and shall expire at 11 9 P.M. CDT August 31, 2015. Any duty or
obligation of a party arising prior to expiration shall survive the expiration.
50 BREACH OR DEFAULT,
City understands and acknowledges that UNTf-ISC is not obligated to pay the City
Allocated Funds from any source other than the Appropriated Funds received by
UNTHSC. City acknowled C
es and agrees that UNTHSC's liability to City under this
'Technology Development and Transfer Agreement between
City of Fort Worth and University of North'Texas Health Science Center
Page 3
gel',
w
Agreement is limited to the amount of fronds actually received by THSC 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 (1 0) business days following
receipt of such notice, LNTHSC shall he in breach of this Agreement, in which case the
City shall have all rights at law for monetary darna es or in equity for injunctive relief or
speeif e perf ace. ff either party rear es 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 net cured the default within thirty (310), calend r
days following receipt of' such notice (or, if the defaulting party has diligently and
continuously attempted cure, such additional time as may reasonably he required to effect
cure), the defaulting party shall he in breach of this Agreement, in which ease the non
-
defaulting part` shall have all equitable rights for injunctive relief or specific
performance.
16. LIABILITY'.,
EXCEPT FOR UNTHSCS DUTY AND, OBLIGA TION TO TRANSFER THE
CITY ALLOCATED! FUNDS TO THE CITY I A C CE WITH THIS
AGREEMENT, THE CITY HEREBY HOLDS HARMLESS N RELEASES
I' S 14"'ROM AND AGAINST ANY LOSS, DAMAGE, LIABILITY
EXPENSE (INCLUDING, WITHOUT L MI A TION COURT COSTS AND
REASONABLE ATTORNEYS L"ES ARISING FROM R RELATED TO THE
SCHOOL RENO VA TION AND THE PR SION OFPROGRAM SERVICES,
NOTICES.
All written notices called for or required by this Agreement shall be addressed to
the following,in , or such other party or address as either party designates in writing, by
certified mail, postage prepaid, or her hand delivery-
clty# UN
City of Fort Worth University of North Texas Flealth Science
Attn: Director Center
Housing& Economic Development Attn: vice President Research Innovation
Department 3500 Carnp Bowie vd,
1 000 Throe Orton Fort Worth,TX 76107-2699
Fort Worth I TX 761,02 Tel,No,: 817-735-2055
Tel, No.: (817) 39,E-6125 Fax No.. 117-735-5485
Fax N ... 17)392.243 t
Technology Development and Transfer Agreement b tw eer.
City of Port Worth and niversity of North Texas Health science nt r
Page
8" COMPLIANCE WITH LAWSO ORDINANCES
REGULATIONS, RULES AND
This Agreement will he subject to all applicable federal, state and local laws
ordinances, rules and regulations, Neither UMDISC 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. YENUE AND JURISDIC1110N.
If any action, whether real or asserted, at later or in equity, arises on the basis of
any provision of this Agreement, venue for such action shall lie in state courts located ire
Tarrant County, Texas. "rhis Agreement shall he 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 LJNTHSC and are not intended to create any rights, contractual or otherwise, to
any other person or entity.
2. 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 roeeedngs, acts of the other party, its
affiliates/related entities and/or their contractors, or and actions or inactions of third
parties or other, eireurn.stances 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 Ma eu.re" , the party so obligated or permitted shall be excused frorn doing or
performing the same during such period of Force Ma eure, 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 Ma jeure,
Technology Development and Transfer Agreement between
City of Fort Worth and University of North Texas Health Scien " ate
Page
13. INTERPRETATION,
In the event of any dispute over the meaning or appli,cacti on of any provision of
the 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, ,C,APT'IONSO
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 AG RE EMENT,
Thi's 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.
(UMAINDER OF 'THIS PAGE FNTENTIONALLY BLANK)
Technology Development and Transfer Agreement between
City o"F rt Worth and University of North Texas,Health Science Center
Page 6
M COUNTERPARTS,
'I"'his Agreement may e executed u e counterparts,, each of which shall be
co � �
l �t all which a ,�c : s � e sit µ
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EXECUTED e last date nd ca e below:
CITY OF FORT WORTH, UNIVERSTr"Y OF NORTH T SAS
HEALTH SCIENCE, CENTER-,
By /0
.
�v. 114
Fernando Costa Dr., Michael R. Williams
Ass'�Is a City Manager President
Date: ate:
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APPROVED AS TO FORM AND LEGALl"I"Y.:
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Peter Vaky
Deputy City Attorney
C-26595 12-10-13
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Technology e l pme nt and Transfer Agreement between HSCCointract# 14856d
City of 4 rt Worth,and University c °'Nort h Texas Health Scienc ,C e t r
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Offlfdal:Site,of the City of F'oft Worth,Texas
Fo RT Wo RT n
LITY LOUINWIL im
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COUNCIL ACTION: Approved on 12/10/2013 - Ordinance No. 21056-12-2013,
r. R, "ORNMV 01"'O"A'Sa"NAM "'Re-MmU, 'mma""m"I"m
DATE: 12/10/2013 REFERENCE NO.: C-26595 LOG NAME: 17UNTHSC-
BAC13
CODE: C TYPE.-- NON-CONSENT PUBLIC NO
H'EARING.-
SUBJECT.- Authorize Execution of Agreement with the University of North, Texas Healthy Science
Center at Fort Worth to Accept a Grant in the Amount of$1 000,0100.00 from the State of'
Texas for Operations of the Fort Worth Business Assistance Center as well as,
Renovations and Upkeep of Buildings on the Glu�inin, Elementary Schooll Campus and
Adopt Appropriation Ordinance (COUNCIL DISTRICT 8)
pl"RIINIVIIXNil R"VI �?'Ml NOW MOM
RECOMMENDATION:
I
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'
$1 0001,01001.00 (the amount of$5010,000.00 during the State's current Fiscal Year of September 1,,
20113 to August 31, 2014 and the amount of$5010,000-001 in the State's Fiscal Year of September 1,
2014 to August 31, 2015), for operation of the Fort Worth Business Assistance Center as,well as
renovations and upkeep of buildings, on the Guinn, Elementary Sch�ooll, Campus; and
2. Adopt the attached appropriation, ordlin!ance increasing estimated receipts, ands appropriations, in
the Grants Fund in the amount lof$1 000,000.00 over the current and next fiscal years, subject to
receipt of the grant funds.
DISCUSSION.
Beginning with the 7'9th Legislature of the State of Texas (2005), the State's biennial General
Appropriations Act has appropriated the amount of$3.1 million to the Univers,ity of North Texas
Health Science Center (UNTHSC) for joint eco,niomlic development and techinoloigy commercialization,
activities of NT SC, TECH Fort Worth and -the City of Fort Worth fore renovations at the Guinn
School' Campus and Business Assistance Center operations.
In the 8,3,rd Legislature (2013 , the State approved grant funding in the amount of$3,410,000.00 for
the partnership between the City and UiNTHSC for the two years: beginning September 1, 201i3. Of
this grant, the amount of$21,4110,000.00 has been appropriated to UNITHSC and TECH Fort Worth,
and the remaining, amount of$1,000,,0010.,00 is allocated to the City during this biennium to be
received in two installments.
For the State's current fiscal yearl which end's August 31, 2013, the City will receive the amount of
$500,010�Oi.001. The second, installment in the amount of$500,000.,00 will be disbursed next year
during the State's 2014 Fiscal Year. These funds will be used to administers the Fort Worth Business
Assistance Center program, and fund the Fiscal Year 2014 contract with the B Education Board
for the Idea Works Business Incubiator to be housed in the elementary building at the historic James
E. Guinn Campus.
The Guinn School property is located in COUNCIL DISTRICT 8) Mapsco 77J.
http://apps,.cfw net.,org/coune'l
1 _pac,ket/mc—rev i ew.asp?ID=1922 9&couiic 11 date=12/10/2 013 4/1/20 14
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FISCAL INFORMATIO,NICERT'IFIICA,TIION'':
The Financial' Management Services Director certifies that upon approval of the above
recommendations, receipt of the grant and adopition of the attached appropriation ordinance, funds
will be available in the current operating budget, as:appropriated, of the Grants, Fund.
TO Fun d/AccounVCentel FROM' F'und'/AccounV Cent ers
21 010.00,
GR76 5XXXXX 017452286XXX
21
4501 '00.00
GR76 5XXXXX 01'7452286XXX
Z11 115 00.00
GR761 451954 0174522860010
21 $45 0000
GR76 451954 017452286000 .
Submfttedd fo.r City Manager's,Office bym., Fernando Costa (6 122)
Origl,*I,nat*lng_Department Head.-, Jay Chapa (58,014)
Additional Information Contact-. Robert Stearns (8 172122663)
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ATTACHMENT'S
17UN'THSC-BAC14 FY 1 3-14, AO.docx
http-.//appis.cfwnet.org/council iew.aSP?ID==1,19229&councildate=12/10/20,13 4/1/20114
_packet/me—rev*
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