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HomeMy WebLinkAboutAgenda_GEDCO_12.21.2015Notice of Meeting for the Georgetown Economic Development Corporation and the Governing Body of the City of Georgetown December 21, 2015 at 3:30 PM at the City Council Chambers, located at 101 E. 7th Street, Georgetown, TX 78626 The City of Georgetown is committed to compliance with the Americans with Disabilities Act (ADA). If you require assistance in participating at a public meeting due to a disability, as defined under the ADA, reasonable assistance, adaptations, or accommodations will be provided upon request. Please contact the City at least four (4) days prior to the scheduled meeting date, at (512) 930-3652 or City Hall at 113 East 8th Street for additional information; TTY users route through Relay Texas at 711. Legislative Regular Agenda A Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, November 16, 2015--Kevin Kelly, Secretary B Consideration of the November 30, 2015, Financial Reports -- Laurie Brewer C Discussion and possible action regarding the Project Progress Report—Mark Thomas, Economic Development Director D Consider and possible action regarding GEDCO support of the Texas Life-Sciences Collaboration Center and a 2015/2016 performance agreement between GEDCO and TLCC – David Morgan, City Manager E Action out of Executive Session. Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. F Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which (1) when the governmental body seeks the advice of its attorney about: (A) pending or contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter. G Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase,exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have adetrimental effect on negotiations with third persons. H Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financial information that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have Page 1 of 31 locate, stay, or expand in or near the territory of the City of Georgetown and with which the Corporation is conducting economic development negotiations; and/or deliberation regarding the offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown. - Difusion CERTIFICATE OF POSTING I, Shelley Nowling, City Secretary for the City of Georgetown, Texas, do hereby certify that this Notice of Meeting was posted at City Hall, 113 E. 8th Street, a place readily accessible to the general public at all times, on the ______ day of __________________, 2015, at __________, and remained so posted for at least 72 continuous hours preceding the scheduled time of said meeting. ____________________________________ Shelley Nowling, City Secretary Page 2 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, November 16, 2015--Kevin Kelly, Secretary ITEM SUMMARY: ATTACHMENTS: 1. Draft Minutes for the Regular Meeting held Monday, November 16, 2015 FINANCIAL IMPACT: None SUBMITTED BY: Kevin Kelly, Corporate Secretary ATTACHMENTS: Description Type Nov minutes Cover Memo Page 3 of 31 GEDCO Minutes November 16, 2015 Page 1 of 3 Minutes of the Meeting of the Georgetown Economic Development Corporation And the Governing Body of the City of Georgetown, Texas November 16, 2015 The Georgetown Economic Development Corporation of the City of Georgetown, Texas, met on Monday, November 16, 2015. Members Present: Steve Fought, Kevin Kelly, Rachel Jonrowe, Bill Mateja, Jeff Parker, Members Absent: Ty Gipson, Hugh Brown Staff Present: David Morgan, City Manager, Mark Thomas, Economic Development Director; Bridget Chapman, City Attorney; Tina Dunbar, Administrative Assistant; Conchita Gusman, Program Manager; Laurie Brewer, Assistant City Manager; Lisa Haynes MINUTES Call to Order at 1:01 Legislative Regular Session A Consideration and approval of the minutes for Georgetown Economic Development Corporation for the Regular Meeting held Monday, October 26, 2015--Kevin Kelly, Secretary Motion by Parker, second by Mateja to approve the Georgetown Economic Development Corporation minutes for the Regular Meeting held Monday, October 26, 2015. (Approved 6-0) B Consideration of the October 31, 2015, Financial Reports -- Laurie Brewer Brewer presented the budget and sales tax report and answered question from the Board. C Discussion and possible action regarding the Project Progress Report—Mark Thomas, Economic Development Director Thomas presented an update of economic development projects and answered questions from the Board. Page 4 of 31 GEDCO Minutes November 16, 2015 Page 2 of 3 D Discussion and possible action regarding the approval to hire a consultant to conduct a Retail Market Analysis - Mark Thomas, Economic Development Director and David Morgan, General Manager Motion by Parker, second by Mateja to approve the hiring of a consultant to conduct a retail market analysis and implementation plan. E Presentation, discussion and possible action regarding the Texas Life-Sciences Collaboration Center – Michael Douglas, TLCC Executive Director Dr. Douglas presented information on TLCC activities and plans for expansion. Discussion was held on the City’s financial contribution to the TLCC in the past and going forward. F Presentation, discussion and possible action regarding Difusion Technologies -- Mark Thomas Derrick Johns presented a history of Difusion and detailed explanation of the company products and activities. Executive Session In compliance with the Open Meetings Act, Chapter 551, Government Code, Vernon's Texas Codes, Annotated, the items listed below will be discussed in closed session and are subject to action in the regular session. G Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which the duty of the attorney to the Georgetown Economic Development Corporation under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. H Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase, exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have a detrimental effect on negotiations with third persons. I Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financial information that the corporation has Page 5 of 31 GEDCO Minutes November 16, 2015 Page 3 of 3 received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown and with which the Corporation is conducting economic development negotiations; and/or deliberation regarding the offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown. - Difusion - TLCC J Action out of executive session Motion by Mateja, second by Kelly to move forward to City Council for approval support TLCC for 100,000 for and to continue the discussion of future support at the next GEDCO meeting. Motion by Mateja, second by Parker to renegotiate the Performance Agreement between GEDCO and Disfusion Technologies based on the items discussed in Executive Session. The meeting adjourned at 2:45 PM Attest: ______________________________ ___________________________________ Kevin Kelly, Corporate Secretary Steve Fought, President Page 6 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Consideration of the November 30, 2015, Financial Reports -- Laurie Brewer ITEM SUMMARY: See Attachment FINANCIAL IMPACT: None SUBMITTED BY: Laurie Brewer, Assistant City Manager ATTACHMENTS: Description Type 12-15 financial Cover Memo Page 7 of 31 Page 8 of 31 Page 9 of 31 Page 10 of 31 Page 11 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Discussion and possible action regarding the Project Progress Report—Mark Thomas, Economic Development Director ITEM SUMMARY: The GEDCO Board has requested that staff provide a project progress and status report at each meeting on all of the active projects discussed by the Board. ATTACHEMENT: 1. Project Status Report FINANCIAL IMPACT: N/A SUBMITTED BY: Mark Thomas, Economic Development Director ATTACHMENTS: Description Type 12-15 project report Cover Memo Page 12 of 31 Project Project Description Approved by Council Funded Monitoring Compliance Closed Citigroup $1.3 Million Grant for wastewater infrastructure disbursed in April 2008. 12/12/2006 Funded April 2008 Yes, Final compliance date is Dec. 2018 No Radix BioSolutions, Ltd. Provided grant to assist with the work and future plans of Radix BioSolutions at the TLCC. Agreement approved by GEDCO on February 9, 2010 and Council approved the Agreement at its March 9, 2010 Meeting. Radix paid back $47K on 3/15/15.3/9/2010 Funded May 13, 2010 Yes, Final compliance date is March 2018 No Lone Star Circle of Care Provided a grant not to exceed $387,000 for Qualified Expenditures for future site improvements at 205 East University Avenue, Georgetown, Texas. Loan Agreement and Promissory Note have not been executed. Agreement approved by GEDCO on June 23, 2011 and Council approved the Agreement at its June 28, 2011 Meeting. 6/28/2011 Funded November and December 2011 Yes, Final Compliance Date is July 28, 2016 No. Grape Creek Provide a grant not to exceed $447,000 for Qualified Expenditures for the lease/purchase and future site improvements at 101 E. 7th Street and 614 Main Street for the operation of a winery on the Downtown Square in Georgetown Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. Fourth Amended Performance Agreement, Lease Agreement, and Promissory Note was approved by GEDCO on August 20, 2012 and by the City Council on August 28, 2012. TIRZ Agreement for $60,000 approved by City Council on 9-11-12. 8/23/2011 Funded Yes, Final Compliance is March 2018.No Georgetown Winery Provide a grant not to exceed $70,000 for Qualified Expenditures described as equipment for wine production and an agreement to maintain and operate the existing winery in Georgetown. Agreement approved by GEDCO on July 25, 2011 and Council approved the Agreement at its August 23, 2011 Meeting. 8/23/2011 Funded Yes, Final Compliance Date is June 30, 2016 No DiFusion Technologies Provide a grant not to exceed $92,000 for Qualified Expenditures described as an ICP Spectrometer to be purchased by TLCC to be leased to Dufusion under the terms of the Performance Agreement. Qualified Expenditure to remain the Property of GEDCO unless transferred to DiFusion per the terms of the Performance Agreement.Agreement approved by GEDCO on October 17, 2011 and November 21, 2011 and Council approved the Agreement at its December 13, 2011 Meeting. The GEDCO Board approved additional requirements for the Performance Agreement on May 21, 2012. Approved by Council on July 10, 2012. In process of resolving compliance issues with TLCC.7/10/2012 Funded Yes, Final Compliance Date is July 31, 2015 No GEDCO PROJECT UPDATE AND STATUS REPORT December 21, 2015 Page 13 of 31 Project Project Description Approved by Council Funded Monitoring Compliance Closed GEDCO PROJECT UPDATE AND STATUS REPORT December 21, 2015 Georgetown Indpendent School District Provided a grant not to exceed $200,560 for the purchase of qualified expenditures related to the equipment for the Engineering Program and Laboratories at Georgetown and East View High Schools. GISD will offer the MSSC Certifications, implement a Job Placement Program, provide and annual report and annual tour of the facilities to the GEDCO Board. Agreement was approved by GEDCO on September 17, 2012 and the City Council on September 25, 2012. The GEDCO Board approved the GISD request to amend the Performance Agreement to allow the purchase different equipment than outlined in the original agreement on November 18, 2013. 9/17/2012 Partially Funded. Yes. Final Compliance based on life of equipment. No Texas Life Sciences Collaboration Center (3) Provide a grant of $150,000 for the maintenance of the TLCC. Performance Agreement approved by GEDCO on 10/17/14. New one-year agreement pending review and approval by GEDCO.11/11/2014 Funded Dec. 2014 Yes. Final Compliance October 31, 2015 No. The Rivery at Summit Conference Center Provide a grant not to exceed $4.5 Million for Public Infrastructure Improvements. Approved by the GEDCO Board on November 18, 2013. Approved by the City Council on December 10, 2013. 12/10/2013 Not Funded Yes.Construction Deadline is June 30, 2016. No. TASUS Texas Corporation Provide a grant of $67,500 for job creation related to expansion of manufacturing facilities. Approved by the City Council on February 25, 2014 and approved by the GEDCO Board on February 17, 2014 2/25/2014 Not Funded Yes. Final Compliance May 31, 2017 No. Radiation Detection Corporation Provide a grant of $320,000 for job creation related to the relocation of the corporate offices to Georgetown. Approved by City Council and GEDCO on July 23, 2013. 7/23/2013 Funded Yes. Final Compliance December 31, 2021 No DisperSol Provide a grant of $250,000 for job creation related to expansion of manufacturing facilities. Approved by the GEDCO Board on August 18, 2014. Company earned $50K (= 10 eligible positions at $10/job). Check delivered 4/17/15 to company. 10/16/2014 Partially Funded Yes. Final Compliance February 15, 2019 No. Page 14 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Consider and possible action regarding GEDCO support of the Texas Life-Sciences Collaboration Center and a 2015/2016 performance agreement between GEDCO and TLCC – David Morgan, City Manager ITEM SUMMARY: At its November 2015 meeting, GEDCO heard a presentation by Dr. Micheal Douglas Executive Director of the TLCC. GEDCO has provided financial support to the TLCC on a yearly basis since 2011. In his presentation, Dr. Douglas detailed how GEDCO's support has helped TLCC create jobs and investment in the community. Following discussion, GEDCO directed staff to create a Performance Agreement between GEDCO and TLCC for the 2015/2016 budget year. In addition, GEDCO agreed to discuss its ongoing partnership in and support of the TLCC. FINANCIAL IMPACT: $100.000.00 out of GEDCO current year funds. SUBMITTED BY: David S. Morgan, City Manager ATTACHMENTS: Description Type 2015/2016 PA Cover Memo Page 15 of 31 PERFORMANCE AGREEMENT This Performance Agreements (“Agreement”) is entered into by and between the Georgetown Economic Development Corporation (“GEDCO”), an economic development corporation formed by the City of Georgetown, Texas (“City”) and the Texas Life-Sciences Collaboration Center (“TLCC”). GEDCO and TLCC are sometimes collectively referred to herein as the “Parties” and individually as a “Party”. WHEREAS, GEDCO is a Type A economic development corporation operating pursuant to Chapter 504 of the Texas Local Government Code, as amended (also referred to as the “Act”), and the Texas Non-Profit Corporation Law contained in the Texas Business Organizations Code, as amended; and WHEREAS, Section 501.101 of the Texas Local Government Code, in pertinent part, defines the term “project” to mean “land, buildings, equipment, facilities, expenditures, targeted infrastructure, and improvements that are: (1) for the creation or retention of primary jobs; and (2) found by the board of directors to be required or suitable for the development, retention, or expansion of: (A) manufacturing and industrial facilities; (B) research and development facilities . . . (K) primary job training facilities for use by institutions of higher education; or (L) regional or national corporate headquarters facilities.” and WHEREAS, TLCC is a non-profit corporation organized exclusively for charitable, scientific and educational purposes and more specifically TLCC is organized and operated (a) for the sole benefit of, to perform the functions of, or to carry out the purposes of the City of Georgetown, Texas and Southwestern University and (b) to enhance educational opportunities and further community economic development in the City of Georgetown, Texas and surrounding areas by providing biotech, nanotech and other cutting edge technology facilities for hands-on classroom instruction for high school and higher education faculty and students; and (c) to look for opportunities with companies in these technology fields to assist in the educational and community economic development programs; all to foster an environment where students and faculty can work together with companies to better serve the educational and community needs of the City of Georgetown, Texas; and WHEREAS, Section 501.158 of the Texas Local Government Code prohibits the provision of a direct incentive unless GEDCO enters into an Agreement with TLCC providing a schedule of additional payroll or jobs to be created or retained by GEDCO’s investment; a schedule of capital investments to be made as consideration for any direct incentives provided by GEDCO to TLCC; and a provision specifying the terms and conditions upon which repayment must be made should TLCC fail to meet the agreed to performance requirements specified in this Agreement; and WHEREAS, TLCC has applied to GEDCO for a grant of money for a “project” (as defined by section 501.101 of the Texas Local Government Code), in that the grant funds are to be made for expenditures for the creation or retention of primary jobs; that the board of directors of GEDCO has found to be required or suitable for the development, retention, or expansion of Page 16 of 31 Page 2 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM manufacturing and industrial facilities, and/or research and development facilities, and/or primary job training facilities for use by institutions of higher education, and/or regional or national corporate headquarters facilities, generally located at 111 Cooperative Way Building 2, Georgetown, Texas; and WHEREAS, TLCC understands and agrees that: (a) in making a grant to TLCC, GEDCO is relying upon TLCC’s representations, warranties, and agreements, as set forth and provided for in this Agreement; (b) the making of any grant by GEDCO at all times shall be subject to GEDCO’s sole judgment and discretion; and (c) all such grants, and any other loans or other financial incentives GEDCO may hereafter make to TLCC, shall be and shall remain subject to the terms and conditions as set forth in this Agreement, as hereafter amended by agreement of TLCC and GEDCO; and WHEREAS, GEDCO’s Board of Directors has determined the financial assistance provided to TLCC for the Qualified Expenditures on the Property is consistent with and meets the definition of “project” as that term is defined in Sections 501.101 and 501.103 of the Texas Local Government Code; and the definition of “cost” as that term is defined by Section 501.152 of the Texas Local Government Code; and WHEREAS, TLCC agrees and understands that Section 501.073(a) of the Texas Local Government Code requires the City Council of the City of Georgetown, Texas, to approve all programs and expenditures of GEDCO, and accordingly this Agreement is not effective until City Council has approved this project at a City Council meeting called and held for that purpose. NOW, THEREFORE, for and in consideration of the agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GEDCO and TLCC agree as follows: SECTION 1. FINDINGS INCORPORATED. The foregoing recitals are hereby incorporated into the body of this Agreement and shall be considered part of the mutual covenants, consideration and promises that bind the parties. SECTION 2. TERM. This Agreement shall be effective as of the Effective Date, and shall continue thereafter until all obligations of TLCC to GEDCO have been performed in full and the parties terminate this Agreement in writing, or on October 31, 2016, unless terminated sooner under the provisions hereof. Page 17 of 31 Page 3 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM SECTION 3. DEFINITIONS. The following words shall have the following meanings when used in this Agreement. (a) Act means Chapters 501 to 505 of the Texas Local Government Code, as amended. (b) Agreement means this Agreement, together with all exhibits and schedules attached to this Agreement from time to time, if any. (c) Collaborating Company/Companies means any one or more 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. (d) Effective Date means the date the City Council approves this Agreement. (e) Event of Default means any of the events or conditions listed or described as being an Event of Default in the section of this Agreement entitled “Events of Default.” (f) Employment Position(s) means a job or jobs that require a minimum of One Thousand Nine Hundred (1,900) hours of work averaged over a twelve (12) month period. (g) Equipment and Machinery means equipment and machinery placed into service for, or supporting the operation of the TLC Center after the Effective Date, or equipment supporting or used in conducting research and development or manufacturing operations at the TLC Center. (h) GEDCO means the GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation, its successors and assigns, whose corporate address for the purposes of this Agreement is 816 S. Main Street, Georgetown, Texas 78626. (i) Term means the term of this Agreement as specified in Section 2 of this Agreement. (j) TLC Center means the land, together with all improvements, fixtures, equipment 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, together with and including any other additional lands, and the improvements, fixtures, equipment and machinery, and facilities now or hereafter located thereon, that TLCC may hereafter purchase or lease as tenant for its corporate purposes. Page 18 of 31 Page 4 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM (k) TLCC means the TEXAS LIFE-SCIENCES COLLABORATION CENTER, INC., a Texas non-profit corporation, its successors and assigns, whose address for the purposes of this Agreement is 111 Cooperative Way Building 2, Georgetown, Texas 78626. SECTION 4. TLCC OBLIGATIONS. TLCC covenants and agrees with GEDCO that, while this Agreement is in effect, it shall comply with the following terms and conditions: (a) Maintenance of the TLC Center. TLCC will continue to maintain and operate the existing TLC Center and from time to time diligently consider and, if found by the board of directors of TLCC to be prudent and in the best interests of TLCC, to pursue, the expansion of the TLC Center. In maintaining the TLC Center, TLCC will: (1) Continue engagement of an executive director to manage the day-to-day operations of the TLC Center and an administrative assistant to assist the executive director. (2) Consider, and if found by the board of directors of TLCC to be prudent and in the best interests of TLCC, to hire additional staff support. (3) During the Term of this Agreement, (i) maintain and operate the TLC Center and conduct its program that include Collaborating Companies; (ii) review (and if deemed prudent by the board of directors of TLCC, develop) and implement a reasonable marketing plan for the TLC Center; and (iii) once each calendar quarter during the Term of this Agreement, provide to the City and GEDCO a written report of the activities of the TLCC include a report of financials. (4) Maintain the current, and expand the current and/or develop new, educational and scientific research and development programs of TLCC that incorporate commercialization activities of Collaborating Companies. (5) Maintain the provisions of its bylaws that provide for the following: (i) The board of directors of TLCC shall be composed of seven (7) members, two (2) of which shall be selected by the City (one (1) member of the City Council of the City and the other member to be selected by the City from the City’s economic development staff). (ii) The standing committees of TLCC and their respective functions shall be set out in the bylaws. Page 19 of 31 Page 5 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM (iii) One (1) of the two (2) board members selected pursuant to Section 4(a)(5)(i) of this Agreement shall be a member of all standing committees established in the bylaws. (b) Recruitment of Collaborating Companies. During the Term of this Agreement, TLCC will recruit new Collaborating Companies that create within the City of Georgetown, Texas, a minimum of ten (10) new Employment Positions. (c) Retention of Current Collaborating Companies. During the Term of this Agreement, TLCC shall retain the current sixty-five (65) Employment Positions and a minimum of seven (7) Collaborating Companies at the TLC Center. (d) Expansion of the TLC Center. During the Term of this Agreement, TLCC shall make substantial progress towards completion/leasing of a second building at the TLC Center. (e) Conditions Precedent to Receipt of Financial Incentives. As a condition to GEDCO making any Financial Incentive payment pursuant to Section 5 of this Agreement, TLCC must remain in compliance with its obligations under this Agreement and the terms of any previous Agreements with GEDCO. (f) 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 6 of this Agreement, GEDCO shall take said failure into account when considering any possible future request for funding from TLCC. (g) General Liability Insurance. TLCC shall maintain the following liability insurance coverage for GEDCO Board of Directors or City of Georgetown, Texas, City Council members serving as directors on the Board of Directors of TLCC: (1) Comprehensive General Liability or Commercial General Liability insurance shall be provided covering all operations by, or on behalf of TLCC, covering bodily injury liability and property damage liability for the limits of liability indicated below and including coverage for contractual liability insuring the obligations assumed by Contractor in this Agreement. One of the following forms is required: Comprehensive General Liability; or Commercial General Liability (Occurrence). (2) If TLCC carries a Comprehensive General Liability policy, the limits of liability shall not be less than a Combined Single Limit for bodily injury, property damage, and Personal Injury Liability of: (A) One million dollars ($1,000,000) each occurrence; and (B) One million dollars ($1,000,000) aggregate. (3) If TLCC carries a Commercial General Liability (Occurrence) policy the limits of Page 20 of 31 Page 6 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM liability shall not be less than: (A) One million dollars ($1,000,000) each occurrence (combined single limit for bodily injury and property damage); and (B) One million dollars ($1,000,000) General Aggregate. (4) Endorsements: Each Comprehensive or Commercial General Liability policy shall be endorsed with the following specific language: (A) “The City of Georgetown, and its officers, agents, employees and volunteers, and GEDCO, its officers, agents, employees and volunteers, are to be covered as insured for all liability arising out of operations, or on behalf of, the named insured in the performance of their service on TLCC.” (B) “The insurance provided by the TLCC, including any excess liability or umbrella form coverage, is primary coverage to the City of Georgetown or GEDCO with respect to any insurance or self-insurance programs maintained by City or GEDCO, and no insurance held or owned by City or GEDCO shall be called upon to contribute to a loss with regard to the performance of their service on TLCC.” (C) “This policy shall not be canceled or materially changed without first giving thirty (30) days’ prior written notice to GEDCO.” SECTION 5. GEDCO OBLIGATIONS. (a) Financial Incentive. Subject to satisfying the obligations set out in Section 4 of this Agreement, GEDCO will pay to TLCC a cash grant of One Hundred Thousand and No/100 Dollars ($100,000.00), herein called the “Financial Incentive.” GEDCO will make the Financial Incentive payment to TLCC upon City Council approval of this Agreement. (b) Subsequent Financial Incentives. GEDCO will consider future requests for cash grants on an annual basis if desired, subject to Section 4(f) of this Agreement. SECTION 6. EFFECT OF AN EVENT OF DEFAULT. In the event of default under Sections 4 or 5 of this Agreement, the non-defaulting party shall give written notice to the other party of that default, and the defaulting party shall have ninety (90) days after the receipt of that notice in which to cure said default specified. Should said default remain uncured as of the last day of the applicable cure period, and the non- defaulting party is not otherwise in default, the non-defaulting party shall have the right to immediately terminate this Agreement. In the event, TLCC defaults and is unable or unwilling to Page 21 of 31 Page 7 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM cure said default within the prescribed time period, the amounts provided by GEDCO to TLCC pursuant to Section 5 of this Agreement shall become immediately due and payable by TLCC to GEDCO. SECTION 7. INDEMNIFICATION. TLCC shall indemnify, save, and hold harmless the City of Georgetown, Texas, and GEDCO, its directors, officers, agents, attorneys, and employees (collectively, the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action directly or indirectly relates to tortious interference with contract or business interference, or wrongful or negligent use by TLCC or its agents and employees of grant funds received by TLCC from GEDCO; (ii) any administrative or investigative proceeding by any governmental authority directly or indirectly related, to a claim, demand, action or cause of action in which GEDCO is a disinterested party; (iii) any claim, demand, action or cause of action which directly or indirectly contests or challenges the legal authority of TLCC to enter into this Agreement; and (iv) any and all liabilities, losses, costs, or expenses (including reasonable attorneys’ fees and disbursements) that any Indemnitee suffers or incurs as a result of any of the foregoing; provided, however, that TLCC shall have no obligation under this Section to GEDCO with respect to any of the foregoing arising out of the gross negligence or willful misconduct of GEDCO or the breach by GEDCO of applicable law or this Agreement. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify TLCC, but the failure to so promptly notify TLCC shall not affect TLCC’s obligations under this Section unless such failure materially prejudices TLCC’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. If requested by TLCC in writing, as so long as no Default or Event of Default shall have occurred and be continuing, such Indemnitee shall in good faith contest the validity, applicability and amount of any claim, demand, action or cause of action for which TLCC has agreed herein to indemnify said Indemnitee and shall permit TLCC to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim, demand, action, cause of action or proceeding for which TLCC may be liable for payment of indemnity hereunder shall give TLCC written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain TLCC’s concurrence thereto, which shall not be unreasonably withheld. SECTION 8. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: (a) Amendments. This Agreement, together with any related documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Page 22 of 31 Page 8 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. (b) Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in Williamson County, Texas. Venue for any action arising under this Agreement shall lie in the state district courts of Williamson County, Texas. (c) Assignment. This Agreement may not be assigned without the express written consent of the other party. (d) Binding Obligation. This Agreement shall become a binding obligation on the signatories upon execution by all signatories hereto. TLCC warrants and represents that the individual or individuals executing this Agreement on behalf of TLCC has full authority to execute this Agreement and bind TLCC to the same. GEDCO warrants and represents that the individual executing this Agreement on its behalf has full authority to execute this Agreement and bind it to the same. (e) Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of the Agreement. (f) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document. (g) 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. (h) 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. GEDCO and its past and future officers, 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. (i) No Third Party Beneficiaries. This Agreement is not intended to confer any rights, privileges or causes of action upon any third party. Page 23 of 31 Page 9 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM (j) Notices. Any notice or other communication required or permitted by this Agreement (hereinafter referred to as the “Notice”) is effective when in writing and (i) personally delivered either by facsimile (with electronic information and a mailed copy to follow) or by hand or (ii) three (3) days after notice is deposited with the U.S. Postal Service, postage prepaid, certified with return receipt requested, and addressed as follows: if to TLCC: Texas Life-Sciences Commercialization Center 111 Cooperative Way Building 2 Georgetown, Texas 78626 Attn: Executive Director Telephone: (512) 864-1891 if to GEDCO: Georgetown Economic Development Corporation 113 E. 8th Street Georgetown, Texas 78626 Attn: David Morgan Telephone: (512) 930-3741 (k) Severability. If a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable. (l) Time is of the Essence. Time is of the essence in the performance of this Agreement. (m) Undocumented Workers. TLCC certifies that the TLCC does not and will not knowingly employ an undocumented worker in accordance with Chapter 2264 of the Texas Government Code, as amended. If during the Term of this Agreement, TLCC is convicted of a violation under 8 U.S.C. § 1324B(f), TLCC shall repay the amount of the public subsidy provided under this Agreement plus interest, at the rate of eight percent (8%), not later than the 120th day after the date GEDCO notifies TLCC of the violation. Page 24 of 31 Page 10 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM TLCC ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS AGREEMENT, AND TLCC AGREES TO ITS TERMS. THIS AGREEMENT IS DATED AS OF THE EFFECTIVE DATE. TEXAS LIFE-SCIENCES COMMERCIALIZATION CENTER, A Texas non-profit corporation, By: _______________________________ Michael Douglas, Executive Director Date Signed: ACKNOWLEDGMENT STATE OF TEXAS COUNTY OF WILLIAMSON This instrument was acknowledged before me on _______________________________, by Michael Douglas, Executive Director of Texas Life Sciences Commercialization Center, a Texas non-profit corporation, duly organized, existing, and authorized to do business under the laws of the State of Texas. ____________________________________ Notary Public – State of Texas Page 25 of 31 Page 11 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM GEDCO: GEORGETOWN ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation By: Steve Fought, President Date Signed: ATTEST: Kevin Kelley, Secretary ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF WILLIAMSON § This instrument was acknowledged before me on _______________________________ by Steve Fought, President of the Georgetown Economic Development Corporation, a Texas non-profit corporation, organized and existing under the laws of the State of Texas. ____________________________________ Notary Public – State of Texas Page 26 of 31 Page 12 Performance Agreement GEDCO – TLCC 12/17/2015 1:37:36 PM CERTIFICATION OF CITY COUNCIL APPROVAL I hereby certify that the foregoing Performance Agreement of the Georgetown Economic Development Corporation and the Project described therein was approved by the City Council of the City of Georgetown, Texas, on the _____ day of ____________________ 2015. THE CITY OF GEORGETOWN, TEXAS A Texas home-rule municipality By: Dale Ross, Mayor ATTEST: By: Shelley Nowling, City Secretary APPROVED AS TO FORM: By: _________________________________ Bridget Chapman, City Attorney Page 27 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Action out of Executive Session. ITEM SUMMARY: FINANCIAL IMPACT: None SUBMITTED BY: Skye Masson, Interim City Attorney Page 28 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Sec. 551.071: CONSULTATION WITH ATTORNEY Consultation with attorney regarding legal issues related to agenda items and other matters in which (1) when the governmental body seeks the advice of its attorney about: (A) pending or contemplated litigation; or (B) a settlement offer; or (2) on a matter in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with this chapter. ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Skye Masson, Interim City Attorney Page 29 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Section 551.072. DELIBERATIONREGARDING REAL PROPERTY Discussion and possible action to deliberate the purchase,exchange, lease or value of real property for purposes authorized by the Development Corporation Act which discussion in open session would have adetrimental effect on negotiations with third persons. ITEM SUMMARY: FINANCIAL IMPACT: n/a SUBMITTED BY: Skye Masson, Interim City Attorney Page 30 of 31 City of Georgetown, Texas Georgetown Economic Development Corporation December 21, 2015 SUBJECT: Section 551.087. DELIBERATION REGARDING ECONOMIC DEVELOPMENT NEGOTIATIONS. Deliberation regarding commercial or financial information that the corporation has received from a business prospect that the Georgetown Economic Development Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown and with which the Corporation is conducting economic development negotiations; and/or deliberation regarding the offer of a financial or other incentive to a business prospect that the Corporation seeks to have locate, stay, or expand in or near the territory of the City of Georgetown. - Difusion ITEM SUMMARY: FINANCIAL IMPACT: N/A SUBMITTED BY: Skye Masson, Interim City Attorney Page 31 of 31