Loading...
HomeMy WebLinkAboutRES 091107-Y - Agmt Tx Life Science CenterResolution No. ©/ 11©`® Y A Resolution Approving a Chapter 380 Economic Development Agreement by and between the City of Georgetown and the Texas Life -Sciences Commercialization Center WHEREAS, TLCC is a non-profit corporation established for the purpose of increasing the number of biotechnology businesses in the City of Georgetown and its extraterritorial jurisdiction as a means to enhance the commercial tax base of the City, to create high -paying jobs, and to drive wealth creation for the entire Georgetown community; and WHEREAS, the City has adopted a program for the economic development of the City and its extraterritorial jurisdiction, as set out in Resolution No. 06-14-05-M; and WHEREAS, the City has determined that making certain grants to TLCC pursuant to Chapter 380 of the Texas Local Government Code will further the implementation of its economic development policy by supporting job creation and retention, increasing the tax base of the City, and promoting the City as a location for businesses that are engaged in the biotechnology industries; NOW, THEREFORE, in consideration of the premises and of their respective benefits and obligations set forth in the Agreement, and for other good and valuable consideration paid and payable, as herein provided, the City and Texas Life -Sciences Commercialization Center agree as follows: NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF GEORGETOWN, TEXAS: SECTION 1: fhe City Council finds and declares that the approval of the Chapter 380 Development Agreement attached hereto as "Exhibit A" with the Texas Life -Sciences Commercialization Center is in conformance with the following Policy Statements in the City's Century Plan: 10.0 Georgetown's citizens and businesses enjoy an attractive community with a unique sense of place and a positive, identifiable image, at a cost which is consistent with other city social and economic priorities. 13.0 All municipal operations are conducted in an efficient business -like manner and sufficient financial resources for both current and future needs are provided. Resolution No. 091I ©'J' Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 1 of 2 15.0 The City manages its resources in a sound and fiscally conservative manner. SECTION 2• The facts and recitations contained in the preanible of this Resolution are hereby found and declared to be true and correct, and are incorporated by reference herein and expressly made a part hereof, as if copied verbatim. SECTION 3: The Chapter 380 Economic Development Agreement attached hereto as Exhibit A is hereby approved and shall be effective upon approval of saute by the City Council of the City of Georgetown. SECTION 4: If any provision, section, subsection, sentence, clause or phrase of this Resolution, or the apphcation of same to any person to set circumstances, is for any reason held to be unconstitutional, void or invalid, the validity of the remaining provisions of this Resolution or their application to other persons or set of circumstances shall not be affected thereby, it being the intent of the City Council in adopting this Resolution that no portion hereof or regulations connected herein shall become inoperative or fail by reason of any unconstitutionality, voidness or invalidity of any portion hereof, and all provisions of this Resolution are declared severable for that purpose. RESOLVED AND ADOPTED on the 1 f day of September , 2007. CITY OF GEORGETOWN, TEXAS ATTEST: By: Sandra Lee City Secretary Gary N. , ,gin, Mayor City of Georgetown, Texas APPROVED AS TO FORM: By: Patricia Carls City Attorney Resolution Teo. 09f/0? Chapter 380 Economic Develop nent Agreement Texas Life -Sciences Commercialization Center Page 2 of 2 CITY OF GEORGH',TOWN / TEXAS LIFE -SCIENCES COMMERCIALIZATION CENTER CHAPTER 380 ECONOMIC DEVELOPMENT AGREEVIH;NT This Chapter 380 Economic Development Agreement ("Agreement") is made and entered into by and between TEXAS LIFE -SCIENCES COMMERCIALIZATION CENTER, a Texas non-profit corporation (`TLCC') and the CITY OF GEORGETOWN, TEXAS, a home rule city and municipal corporation ("City"). RECITALS WHEREAS, TLCC is a non-profit corporation established for the purpose of increasing the number of biotechnology businesses in the City of Georgetown and its extraterritorial jurisdiction as a means to enhance the commercial tax base of the City, to create high -paying jobs, and to drive wealth creation for the entire Georgetown community; and WHEREAS, the City has adopted a program for the economic development of the City and its extraterritorial jurisdiction, as set out in Resolution No. 06-14-05-M; and WHEREAS, the City has determined that making certain grants to TLCC pursuant to Chapter 380 of the Texas Local Government Code will further the implementation of its economic development policy by supporting job cieation and retention, increasing the tax base of the City, and promoting the City as a location for businesses that are engaged in the biotechnology industries; NOW, THEREFORE, in consideration of the premises and of their respective benefits and obligations set forth in this Agreement, and for other good and valuable consideration paid and payable, as herein provided, the City and TLCC agree as follows: ARTICLE 1 AUTHORITY 1.1 City Authority. The City's execution of this Agreement is authorized by Chapter 380 of the Texas Local Government Code and Resolution No. 06-14-05-M and constitutes a valid and binding obligation of the City. Exhibit "A" to Resolution No. Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 1 of 8 1.2 TLCC's execution and performance of this Agreement has been authorized by all requisite corporate action of TLCC under its Certificate of Formation, by-laws and other governing documents, and constitutes a valid and binding obligation of TLCC. 1.3 The City and TLCC acknowledge that each of them is acting in reliance upon the other's performance of its obligations under this Agreement. ARTICLE 2 DEFINITIONS 2.1 "TLC Center": The lands, together with all improvements, fixtures, h quipment and Machinery, and facilities now or hereafter owned, or leased as tenant, by TLCC at Georgetown South Commercial Park a subdivision in the City of Georgetown, locally known by the address of 111 Cooperative Way Building 2, Georgetown, Texas, 78626, Georgetown, Texas, together with and including any other additional lands, and the improvements, fixtures and facilities located thereon, that TLCC may hereafter purchase or lease as tenant for its corporate purposes. 2.2 "TLCC Complex" collectively means the TCL Center and the lands and improvements, fixtures and facilities now or hereafter owned, or leased as tenant, by Member Companies adjacent to or in the vicinity of the TLC Center. 2.3 "Chapter 380 Payment" means the economic development grant funds payable by the City to TLCC pursuant to this Agreement. 2.4 "Effective Date" means October 1, 2007. 2.5 "Equipment and Machinery" means equipment and machinery placed into service for, or supporting the operation of the TLC Center after the I-ffective Date, or equipment supporting or used in conducting research and development or manufacturing operations at the TLC Center. 2.6 "Project" means the organization, establishment, equipping, and operation of the TLC Center by TLCC 2.7 "Program" means the economic development program of the City set out in this Agreement and the Ordinance pertaining to the Project to promote local economic development and stimulate business and commercial activity within the City. 2.8 "WCAD" means the Williamson Central Appraisal District. 2.9 "Member Company" means any of the companies that TLCC from time to time has (and only for so long as said companies have) a written agreement with TLCC authorizing said companies to use equipment, fixtures, facilities at the TLC Center, or to participate in the programs of TLCC. Exhibit "A" to Resolution No. Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 2 of 8 ARTICLE 3 TLCC OBLIGATIONS 3.1 Establishment of the TLC Center. Upon receipt of the "Initial Chapter 380 Payment" from the City, TLCC will diligently proceed with creating and establishing the TLC Center by performing and undertaking the following activities and obligations: 3.1.1 Hire an executive director, which may be on a part-time basis (at least 15 hours per week) to manager the day-to-day operations of the TLC Center and an administrative assistant to assist the executive director. 3.1.2 Enter into a lease of space containing not less than 1449 square feet for the location of the TLC Center. 3.1.3 Obtain a certificate of occupancy from the City for the improvement of the space leased within one year from the effective date of this Agreement. 3.1.4 Create one or more programs for the support of commercialization activities to be undertaken by companies admitted to the TLC Center as a Member Company. 3.2 Recruitment of Member Companies. On or before the respective dates set forth in the table below, TLCC will recruit Member Companies for the TLC Center who create at the TLCC Complex or at another location in the City of Georgetown, the minimum number of new jobs set forth in said table below: Time Period New Member Companies New Jobs Prior to December 31, 2008 2 7 Calendar Year 2009 1 5 Calendar Year 2010 1 5 3 3 Maintenance, Operation and Marketin , of TLC Center. TLCC shall maintain and operate the TLC Center and conduct its programs for Member Companies during the term of this Agreement. TLCC shall develop and implement a reasonable marketing plan for the TLC Center. Once each calendar quarter during the term of this Agreement, TLCC shall provide to the City a written report of the activities of the TLCC during the preceding three months period. 3.4 Conditions Precedent to Receipt of Initial Chapter 380 Payment. As a condition precedent to the City making the Initial Chapter 380 Payment, TLCC shall adopt or amend its by-laws to provide: 3.4.1 The board of directors of TLCC shall be composed of seven (7) members, two of which shall be selected by the City (one a member of the City Council of the City and the other a member of the City's economic development staff). Exhibit "A" to Resolution No. 0 //0 Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 3 of 8 3.4.2 The standing committees of TLCC and their respective functions shall be set out in the by-laws. 3.4.3 One of the two board members selected by the City shall be a member of all standing committees established in the by-laws. 3.4.4 TLCC shall have obtained written commitments or Letters of Intent with a reasonable expectation of commitment from additional sponsors agreeing, upon reasonable terms and conditions, to make grant payments to TLCC on or before September 30, 2008 in the aggregate at least the sum of S45,000 in addition to the Chapter 380 Payments under this Agreement. 3.5 Conditions Precedent to Receipt of Additional Chapter 380 Payments. As a condition precedent to the City making any Chapter 380 Payments under this Agreement after the Initial Chapter 380 Payment, TLCC must remain in compliance with its obligations under this Agreement and provide a written certification of such compliance to the City during the month of August of each year during the term of this Agreement. 3.6 Failure to Meet Obligations. In the event that TLCC fails to fulfill its obligations under the performance guidelines above, after receipt of notice and expiration of the cure period described in Section 5.5 of this Agreement, the City may, at its option, terminate this Agreement, whereupon the City shall not be required to pay, and TLCC shall not be entitled to receive, any further Chapter 380 Payments under this Agreement; provided, that the foregoing shall not be deemed or construed to release the City from its obligation to make payment for any prior year during which TLCC did fulfill its obligations under the performance guidelines above. ARTICLE 4 CITY OBLIGATIONS 4.1 The Initial Chapter 380 Payment. Subject to satisfying the conditions precedent set out in Section 3.4, the City will pay to TLCC an initial cash grant of Seventy Thousand and no/100 Dollars ($70,000.00), herein called the "Initial Chapter 380 Payment." The City will make the Initial Chapter 380 Payment to TLCC within 28 days following the date on which TLCC shall certify its satisfaction of the conditions precedent to receiving it. 4.2 Subsequent Chapter 380 Payments. The City agrees to make the additional Chapter 380 Payments in cash to TLCC, in the respective amounts and on the dates set forth in the following table, if, with respect to each additional Chapter 380 Payment listed in that table, TLCC has satisfied as of the date specified in that table the conditions precedent set forth in Section 3.5 and is not in default as of said date in the performance of its obligations contained in this Agreement. Exhibit "A" to Resolution No. 4® Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 4 of 8 Date: Amount of Chapter 380 Payment Payable: October 1, 2008 $90,000.00 October 1, 2009 $90,000.00 ARTICLE 5 GENERAL TERMS 5.1 Term. The term of this Agreement shall commence on the Effective Date and tetininate on September 30, 2010, unless sooner terminated as provided in this Agreement. 5.2 Payments Subject to Future Appropriation. This Agreement shall not be construed as a commitment or obligation of any specific taxes or tax revenues for payment to TLCC. The obligations of the City under this Agreement are further subject to the following. 5.2.1 All Chapter 380 Payments to be made by the City under this Agreement are subject to the City's appropriation of the funds for such payments in the budget year for which they are to be made. 5.2.2 The payments to be made to TLCC under the Agreement shall be made solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for the implementation of Article III, Section 52a of the Texas Constitution or Chapter 380 of the Local Government Code or any other economic development or financing program authorized by statute or home rule powers of the City under applicable Texas law, subject to any applicable limitations or procedural requirements. 5.2.3 In the event the City does not appropriate funds in any fiscal year for a Chapter 380 Payment payable in that fiscal year, the City shall not be liable to TLCC for such payment unless and until appropriation of said funds is made; provided, however, that TLCC, in its sole discretion, shall have the right but not the obligation to terminate this Agreement and shall have no obligations under this Agreement for the year in which the full amount of the Chapter 380 Payment was not appropriated. 5.3 Mutual Assistance. City and TLCC will do the things commercially reasonable, necessary or appropriate to carry out the teiins and provisions of this Agreement, and to aid and assist each other in carrying out such terms and provisions in order to put each other in the same economic condition contemplated by this Agreement regardless of changes in public policy or the applicable law. 5.4 Representations and Warranties. The City represents and warrants to TLCC that the Program and this Agreement are within its authority, and that it is duly authorized and empowered to establish the Program and enter into this Agreement, unless otherwise ordered by Exhibit "A" to Resolution No. /07 v y, Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page5of 8 a court of competent jurisdiction. TLCC represents and warrants to City that it has the requisite authority to enter into this Agreement. 5.5 Default. If either the City or TLCC should default in the performance of any obligations of this Agreement, the other party shall provide such defaulting party written notice of the default, and a minimum period of ninety (90) days after the receipt of said notice to cure such default, prior to instituting an action for breach or pursuing any other remedy for default. 5.6 Attorney's Fees. In the event any legal action or proceeding is commenced between the City and TLCC to enforce provisions of this Agreement and recover damages for breach, the prevailing party in such legal action shall be entitled to recover its reasonable attorney's fees and expenses incurred by reason of such action, unless prohibited by law. 5.7 Entire Agreement. This Agreement contains the entire agreement between the parties. All prior negotiations, discussions, correspondence, and preliminary understandings between the Parties and others relating hereto are superseded by this Agreement. This Agreement may only be amended, altered or revoked by written instrument signed by the City and TLCC. 5.8 Binding Effect. This Agreement shall be binding on and inure to the benefit of the parties, their respective successors and assigns. 5.9 Assignment. Except as provided, TLCC may not assign all or part of its rights or delegate all or any part of its obligations to a third party without prior written approval of the City, which approval shall not be unreasonably withheld or delayed. Notwithstanding anything to the contraiy, TLCC may assign all or part of its rights of delegate all or any part of its obligations without the prior consent of the City to a third party lender advancing funds for the acquisition, construction or operation of TLC Center. 5 10 Termination. In the event TLCC elects not to proceed with the Project as contemplated by this Agreement, TLCC shall notify the City in writing, and this Agieement and the obligations on the part of both parties shall be deemed terminated and of no further force or effect. 5.11 Notice. Any notice or statement required and permitted to be delivered shall be deemed delivered by actual delivery, facsimile with receipt of confirmation, or by depositing the same in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses: Exhibit "A" to Resolution No. 0911074n1" Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 6 of 8 TLCC: Texas Life -Sciences Commercialization Center Georgetown, Texas Attn: b xecutive Director Fax: 512- Re: Economic Development Agreement with copies to: R. G. Converse Fulbright & Jaworski L.L.P. 600 Congress Avenue Austin, Texas 78701 Fax 512-536-4598 City: City Manager P.O. Box 409 Georgetown, Texas 78627 Phone: (512) 930-3741 with copies to: Director, Economic Development P.O. Box Georgetown, Texas 78627 Phone: (512) 930-3546 City Attorney P.O. Box 409 Georgetown, Texas 78627 Phone: (512) 930-3651 Either party may designate a different address at any time upon written notice to the other party. 5.12 Interpretation. Each of the parties has been represented by counsel of their choosing in the negotiation and preparation of this Agreement. Regardless of which party prepared the initial draft of this Agreement, this Agreement shall, in the event of any dispute, however its meaning or application, be interpreted fairly and reasonably and neither more strongly for or against any party. Exhibit "A" to Resolution No. © 1 ! 0 (- Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page7of 8 5.13 Applicable Law. This Agreement is made, and shall be construed and interpreted, under the laWs of the State of Texas and venue shall lie in the State cour`s of Williamson County, Texas. 5.14 Severability. In the event any provisions of this Agreement are illegal invalid or unenforceable under present or future laws, and in that event, it is the intention of the parties that the remainder of this Agreement shall not be affected. It is also the intention of the parties of this Agreement that in lieu of each clause and provision that is found to be illegal, invalid or unenforceable, a provision be added to this Agreement which is legal, valid or enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 5.15 Paragraph Headings. The paragraph headings contained in this Agreement are for convenience only and will in no way enlarge or limit the scope or meaning of the various and several paragraphs. 5.16 No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party 5.17 5.17 No Joint Venture It is acknowledged and agreed by the parties that the terms of this Agreement are not intended to and shall not be deemed to create any partnership or joint venture among the parties. The City, its past and future officers, elected officials, employees and agents do not assume any responsibilities or liabilities to any third party in connection with TLCC or the TLC Center, or the design, construction or operation of any portion of the TLC Center. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart. below. TLCC: KXRCUTED by the authorized representatives of the parties on the dates indicated CITY TEXAS LIFE -SCIENCES CITY OF GEORGETOWN, TEXAS COMMERCIALIZATION CENTER By: By: Yame: Gary Nelon Name: Title: Date: Title: Mayor Date: Exhibit "A" to Resolution No. O . , ©?- Chapter 380 Economic Development Agreement Texas Life -Sciences Commercialization Center Page 8 of 8