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Home My WebLink About2003-07-08-9:00AM-RegularFILED Zoo] JL'L -2 P 3= 28 BRAZOS COUNTY BRYAN. TEXAS NOTICE OF MEETING AND AGENDA BRAZOS COUNTY COMMISSIONERS Y CLERK .,y-H. TEXAS :DEPUTY COURT THE COMMISSIONERS COURT WILL MEET IN REGULAR SESSION ON 8 JULY 2003 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET, SUITE 115, BRYAN, TEXAS. Invocation and Pledge of Allegiance - I•n4ge-9i s d v,*?1 &&Ae y 2. Call for citizen's input and/or concerns. Consider and take action on agenda items 3-9 3. Budget Amendment 02/03-33.1 4. Payment of Claims 5. Personnel Change of Status 6. Approval of the Treasurer's Report for the month of May. 7. Approval of Tax Resale Deed in the amount of $3660.00 paid by Milton Bobby Ray Brown, Jr. and Raymond Nelms for Lot 16, Fairview Addition, City of Bryan, Brazos County, Texas (account R27223). Property had been acquired by tax foreclosure sale held under Cause No. 51,294-85. 8. Request for permission to apply for rural fire defense assistance with the Texas Forest Service for Brazos County to obtain dry hydrants. 9. Approval of Commissioner Court Minutes for the following dates May 5, 2003 May 6, 2003 May 13, 2003 May 19, 2003 May 20, 2003 May 27, 2003 May 27, 2003 Workshop session Regular Session Regular Session Joint Meeting Regular Session Regular Session Public Hearing 10. Acknowledgement of monthly reports for June 2003. These are available for review in the County Judge's office. VOL 4~ PAGE aA Commissioners Court Agenda 8 July 2003 Page 2 11. Announcement of interest items and possible future agenda topics. 12. Agency / Board / Committee reports by Court members. 13. Call for citizen input and/or concerns. 14. Adjourn. The Courthouse is wheelchair accessible. Handicap parking spaces we available. Any request for sign interpretive services must be made two business days before the meeting. To make arrange s„call 979) 361-4102. BRAZOS COUNTY BRYAN, TEXAS NOTICE OF ADDENDUM TO THE AGENDA BRAZOS COUNTY COMMISSIONERS COURT THE COMMISSIONERS COURT WILL MEET IN REGULAR SESSION ON TUESDAY 8 JULY 2003 AT 9:00 A.M. IN THE COMMISSIONERS COURTROOM OF THE BRAZOS COUNTY COURTHOUSE, 300 EAST 26TH STREET, SUITE 115, BRYAN, TEXAS. In addition to the regular agenda, the Commissioners Court will consider and take action on the following item(s): 1. Request by the Purchasing Department and Building Committee to award Proposal for Renovation of Comity Court at Law #2 to Bryan Construction. 2. Approval of appropriations to Research Valley Partnership to participate in the initial funding of the creation of the Technology Commercialization Center (TCC) as proposed by the Vice President of Research for Texas A&M University. The Courthouse is wheelchair accessible. Handicap parking spaces are available. Any request for sign interpretive services must be made two busness days prior to the meeting. To make arrangements, call (979) 361-4102. VOL L PAGE - 1 COMMISSIONERS' COURT REGULAR MEETING JULY 8, 2003 A regular meeting of the Commissioners' Court of Brazos County, Texas was held in the Brazos County Commissioners Courtroom in the Courthouse in Bryan, Brazos County, Texas, beginning at 9:00 a.m. on Tuesday, July 8, 2003 with the following members of the Court present: Randy Sims, County Judge, Absent; Tony Jones, Commissioner of Precinct 1; Duane Peters, Commissioner of Precinct 2; Kenny Mallard, Commissioner of Precinct 3; Carey Cauley, Jr., Commissioner of Precinct 4, Presiding; Karen McQueen, County Clerk. The attached sheet contains the names of the citizens and officials that were in attendance. Commissioner Cauley gave the invocation and led the pledge of allegiance. There was no citizen input/and or concerns The Court next considered Budget Amendment #02/03-33.1, which would reallocate funds for Risk Management. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the budget amendment as submitted, a copy of which is attached. The Court next considered the following Claims as submitted by the County Treasurer for payment: VOL 4 4 PAGE :3a- Commissioners Court meeting July 8, 2003 2 20043610 through 20043778 On motion by Commissioner Jones, seconded by Commissioner Peters, the Court voted unanimously to approve the Claims as submitted. The Court proceeded to consider the change of status of employees as submitted on the attached Personnel Action Requests. On motion by Commissioner Jones seconded by Commissioner Peters, the Court voted unanimously to approve the changes as submitted. On motion by Commissioner Jones, seconded by Commissioner Peters, the Court voted unanimously to receive, approve and order filed as submitted the Treasurer's report for May 2003. A copy of which is attached to and made a part of these minutes. On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to authorize the County Judge to execute a Tax Resale Deed to the following individual: Milton Bobby Ray Brown, Jr. and Raymond Nelms - Lot 16, Block 3, Fairview Addition, City of Bryan, Brazos County, Texas. The next matter before the Court was a request from the Brazos County Fire Fighters Association for permission to apply for rural fire defense assistance VOL L-U PAGE ',3.3 Commissioners' Court meeting July S, 2003 3 with the Texas Forest Service for Brazos County to obtain dry hydrants. On motion by Commissioner Peters, seconded by Commissioner Jones, the Court voted unanimously to approve the request. The Court next considered approval of the minutes of the Commissioners' Court meetings held in May 2003 on the following dates: Regular Meetings - 6en 13tH 20tH 27th Joint Meeting - 19`'" Workshop - 5t" Public Hearing - 27`" On motion by Commissioner Peters, seconded by Commissioner Mallard, the Court voted unanimously to approve the minutes as submitted. The Court acknowledged receipt of the reports for June 2003 from the following Precinct Offices showing revenues collected and remitted to the County Treasurer: Constable Precinct 1 Constable Precinct 2 Constable Precinct 4 A copy of the Officials' reports can be viewed in the County Auditor's office. Under announcement of interest items and possible future agenda topics the following spoke: VOL 44 PAGE 3 m Commissioners' Court meeting July 8, 2003 4 Commissioner Jones a) Said that budget hearings will begin on July 14th' b) Next week's meeting will be at the Brazos Center beginning at 6:30 p.m. c) Tiffany Drake is resigning from the Sports Foundation and there will be a party in her honor. The Court next considered the Addendum to the agenda. The first item was a request by the Purchasing Department and Building Committee to award Proposal for Renovation of County Court at Law #2 to Bryan Construction. On motion by Commissioner Jones, seconded by Commissioner Peters, the Court voted unanimously to approve the request. After some discussion, Commissioners Jones and Peters moved to amend the original motion and second to extract $15,0.00 for seating from the bid of $237,900.00. The motion carried unanimously. The second item on the Addendum was the consideration of appropriations to Research Valley Partnership (RVP) to participate in the initial funding of the creation of the Technology Commercialization Center (TCC) as proposed by the Vice President of Research for Texas A&M University. Bob Malaise, representing the RVP, presented information to the Court on the creation of the TCC and answered questions by the Commissioners. On motion by Commissioner Jones, seconded by Commissioner Mallard, the Court voted unanimously to VOL 44 PAGE -35 Commissioners' Court meeting July 8, 2005 5 approve $100,000 from incentive funds. Demetrios Basdekas asked if this was mandated, then he asked if it was prohibited. He then asked if the Court thought that this was in the best interest of the County and the citizens in such tight fiscal times. He stated that there were far greater needs in Brazos County like employee salaries. There was no citizen input and/or concerns. There being no further business to come before the Court, the meeting was adjourned. VOL 4U PAGE 36 The foregoing minutes of the Commissioners Court meeting held July 8, 2003 have been examined and are approved in open Court this the ay of 2003, in Bryan, Brazos County, Texas. Randy County Duane Peters Commissioner, Precinct 2 C ey Ca ey, Jr. Commiss' ner, Precinct Attest: ( c 'Ka en McQueen County Clerk Ton one Commissioner, Precinct 1 Kenny Mall r Commissione , Precinct 3 VOL 4(r PAGE 37 BRAZOS COUNTY COMMISSIONERS COURT MEETING ON 200-9 AT 2.'DO.4A Z' 9 NAME ORGANIZATION/F)RP A R TMRNT ~ cJ l l /~C /,-ANt; Z~ Z'~~ Ile 07 vv "a I CI ~ L,~ Lu'-u xei4d~K & ~6dq4> IW4 G VOL 4~r PAGE A BRAZOS COUNTY, TEXAS BUDGET AMENDMENT(S) FOR THE 2002-2003 BUDGET YEAR NO. 02/03-33.1 On this the 8s' day of July 2003 at a regular meeting of the Commissi( members were present: Randy Sims, County Judge, Presiding Tony Jones, Commissioner, Precinct 1 E. Duane Peters, Commissioner, Precinct 2 G. Kenny Mallard, Commissioner, Precinct 3 Carey Cauley, Jr., Commissioner, Precinct 4 Karen McQueen, County Clerk The following proceedings were held: THAT WHEREAS, on July 8, 2003 the Court heard and approved a budget amendment for the 2002- 2003 budget year for Brazos County, Texas. WHEREAS, an expenditure is necessary due to the necessity to meet unusual and unforeseen conditions which could not be reasonably included in the original budget adopted August 23, 2002 the following amendment(s) to the original are hereby authorized, as described on the attached page(s). ADOPTED AND APPROVED this the 8s' day of July, 2003. THE COMMISSIONERS' COURT OF BRAZOS COUNTY, TEXAS. 1 By: Fog Randy Si s, ounty Judge Original: County Clerk's Office and attached to the original budget Copies: County Auditor County Treasurer Commissioners' Court Minutes VOL 4 ~ PAGE -1 BRA+70S COUNTY, TEXAS _ BUDGET,MMENDMENTS No. 02/03-33.1 7/8/2003 FD DIV ACCT PROJ DR/CR ACCOUNT NAME Increase Decrease O1 125001 654500 Dr. Office Equipment Maint $ 175.00 01 125001 616200 Cr. Subscriptions/Publications $ 175.00 Risk Management To reallocate funds for the repair to the CD-4050 scanner. 175.00 175.00 % mmlpmn VOL. PAGE ~0 PERSONNEL CHANGE OF STATUS COURT DATE: July 8, 2003 DEPARTMENT: Persu?tnel PURPOSE: Approve Personnel Chan a of Status DEPARTMENT NAME EMPLOYEE NAME ACTION REQUESTED .soon NOWN 0 0 w w 0 0 a x a 5 w I SHERIFF'S OFFICE/JAIL BALES, ERIC C. TRANSFER WITHIN DEPT. WHITE, CHRISTIE TRANSFER WITHIN DEPT. JUVENILE SERVICES AGUILAR, MANUEL TRANSFER WITHIN DEPT. ROAD AND BRIDGE ROBINSON, HARVEY L. NEVER STARTED WORK Approved in Commissioners' Court: July 8, 2003 County Judge's or Commissioner's Signatur (This copy to be attached to minutes) 4r (e The State of Texas, County of BRAZOS We, the undersigned, as County Commissioners within and for Brazos County, and the Honorable Randy Sims, County Judge of Brazos County, constituting the entire Commissioners' Court of Brazos County, during a regular meeting of said Court have examined the foregoing report and have caused an order to be entered upon the Minutes of the Commissioners' Court of Brazos County approving said Report as presented and submitted as true and correct by Kay Hamilton, Treasurer of Brazos County, as provided for in the Revised Statutes of the State of Texas. (Texas Local Government Code, 114.026) Witness my hand this j4L day of A.D. 2003 kar'en McQueen --T ",4: County Clerk, Coin of BRAZOS, State of Texas Examined and approved in open Commissioners' Court this X ' day of t 2003. ,e % Precinct #1 Duane Peters, Commissioner Kenny Mallard, Co • Toner Precinct #3 Carey Caule, Commissioner P ecin #4 Treasurer's Report for the Month of MAY 2003 VOL 4r PAGE RENOVATION OF BR.AMS COUNTY COURTHOUSE COUNTY COURT AT LAW NO. 2 RFP NO. 2003-033 Construction Company Cost References Completion Quad-Tex Const. Inc. $254,000.00 Excellent 90 days Dudley Construction Ltd $261,000.00 Excellent 120 days Bryan Construction Co. $237,900.00 Excellent 120 days Jassco Construction Co. Not a complete bid AWARDED TO: Bryan Construction V91- 9~_ PY^1 4-4 INCENTIVE PROPOSAL EXECUTIVE SUMMARY The Research Valley Partnership, Inc. Company Name: ~_xas A&M University - Office of Vice President for Research Date Submitted to Dr. Richard Ewing: May 2, 2003 Submitted By: RVP Staff Date of Next RVP Board Meeting: May 7, 2003 Project Description: Dr. Richard Ewing, Vice President for Research at Texas A&M University (TAMU) has recently launched the Technology Commercialization Initiative (TCI) to propel TAMU from its current position, ranked 91"in the United States, to the premier-funded research university in the United States within the next seven years. If successful, this unique initiative will have a positive economic and fiscal impact on the Research Valley for years to come. To date, Dr. Ewing has contributed $150,000 from his budget and will leverage this investment with outside funding. The Research Valley Partnership (RVP) has been invited to participate in this next level of program funding which will require an additional $400,000 to create the Technology Commercialization Center (TCC). The TCC represents the hub of the TCI wheel from which all commercialization activities will branch out. These branches of activities, formally called Super Centers, will be multi-disciplinary research groups focused on broad themes or technologies. Currently, TAMU has identified five to seven Super Centers and will soon name the first two. The importance of these new Super Centers is the net new jobs that they will create. Each new center will create 50 to 100 research jobs averaging $50,000 per job. The TCI is requesting that the RVP, Brazos County, and the two cities consider supporting this initiative by making an initial contribution of $200,000 plus an additional $200,000 contribution spread over the next three years. Employment and Annual Payroll Levels: The TCI is anticipating the creation of over 200 net new research jobs over the next three years. As mentioned above, the average new job wage is projected at $50,000 which will generate $10,000,000 in new payroll for the Research Valley. Capital Investment: It is believed that each new Super Center will require its own stand-alone facility. TAMU is evaluating whether the buildings will be university-owned or privately-owned. It is projected that $10,000,000 in new construction will occur over the next three years to accommodate the first two Super Centers. VOL~_PAGE I/S New Capital Investment. New Jobs and New Annual r;rncs Pavrnu hy vn~r As of Deoember 31 2003 2004 . - 2005 New Capital L•a,esfinent New Construction and FF&E $0 $ 5,000,000 $ 5,000,000 New Jobs Number of Net New Jobs 50 75 75 New Annual Gross Payroll Annual Gross Payroll Increase $ 2,500,000 $ 3,750,000 $ 3,750,000 Cumulative New Capital Investment, New Jobs and New Annual Gross Payroll by Years As of December 31 2003 2004 2005 New Capital Investment $ 5,000,000 $ 10,000,000 New FF&E $0 $0 $0 New Jobs Number of New Jobs 50 125 200 New Annual Gross Payroll Annual Gross Payroll Increase $ 2,500,000 $ 6,250,000 $ 10,000,000 Proposed Community Incentives (Staff Recommendation) Land Since the project is to be located in the Research Park at TAMU -no land is offered. Tax Abatement Since the real and personal property may be owned by TAMU - tax abatement may not be applicable. Financial Assistance Staff recommends providing the TCI with the following: 1. $100,000 in June 2003 to help launch the initiative contingent onthe Vice President of Research at TAMU committing to implement the performance requirements listed below. 2. $200,000 in performance-based financial assistance that will be earned at the rate of $1,000 per job for the first 200 net new jobs created, provided the average salary for the net new jobs meets or exceeds $50,000 per year. -InR 4 ""rr li-~ Performance Requirements: Staff recommends the following conditions be met by the Office of the Vice President of Research ut TAMU for the initial $100,000 of financial assistance: 1. Acknowledgement of RVP as a founding member of the TCC. 2. TCC will integrate the Research Valley brand or logo into all marketing and communications materials and the Vice President of Research will encourage TAMU as a whole, on a best effort bazis, to do the same. 3. The RVP's CEO will be invited to sit on all industry advisory boards associated with the TCC. 4. The RVP will be considered a co-sponsor for any announcements regarding the Homeland Security Research Center (if and when so designated). CONTINGENCIES - This proposal is contingent upon the approval of The Research Valley Partnership Executive Committee, RVP Board of Directors and the Brazos County Commissioners Court plus the signing of the appropriate Performance Agreements and Contracts. The agreements and contracts will include clawback provisions to protect the community's interests. This proposal will be valid for thirty (30) days from the day it is received by Texas A&M University. HISTORICAL NOTES: May 7, 2003 - Executive Committee recommends approval as modified. VOL~PAGE y-) N M ~L e~ ,A {{Y ` , a~ ~ H 1--ISM - TEXAS A&M UNIVERSITY Office of the Vice President for Research 1112 TAMU • College Station, Texas 77843-1112 (979) 845-8585 FAX (979) 845-1855 PERFORMANCE AGREEMENT BETWEEN THE THE RESEARCH VALLEY PARTNERSHIP, INC. AND TEXAS A&M UNIVERSITY This Agreement is entered into by and between the THE RESEARCH VALLEY PARTNERSHIP, INC. (referred to as "RVP") and TEXAS A&M UNIVERSITY (hereinafter referred to as "TAMU"). Recitals WHEREAS, TAMU is one of the country's leading educational institutions in the area of research; and WHEREAS, TAMU has developed a Technology, Transfer and Commercialization Initiative (TTCI), whose primary purpose it to assist University and community based technology start up companies in bringing their ideas to the market place by providing business development support, networking services and incubation infrastructure; and WHEREAS, TTCI is anticipated to create numerous new companies in the area, attract outside interest in the Brazos Valley as a center for research and development and build a national reputation as an area for business incubation; and WHEREAS, the RVP is a non-profit corporation hired by Brazos County, and the cities of College Station and Bryan to promote the Brazos Valley as a place to do business and to promote economic opportunities in the area; and WHEREAS, TAMU reputation in the country and the world is a valuable commodity and the association of RVP's name with TAMU will create interest in the RVP, thereby positioning it to attract other businesses and opportunities to the Brazos Valley, thus enabling it to better carry out the mission for which it was hired. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, for and in consideration of the premises and mutual covenants and promises hereinafter set forth, the parties represent and agree as follows: 03-3053 Performance Agreement VOL tr' ~ PAGE ti g 1. Definitions 1.1 Economic Incentives - a total cash incentive payment of $300,000 from Brazos County Incentive Fund payable in as set forth herein. 1.2 New Gross Payroll - the total of payroll for new jobs created after the date of this Agreement. 1.3 Performance Standards - payroll and economic development requirements as set forth in paragraphs 3.2 and 3.3 hereof. 1.4 new job - is a job which (i) has an average salary of $50,000.00 or more per year, (ii) is budgeted and scheduled for a work week of at least 40 hours, (iii) is not occupied by a person who was a former employee of TAMU unless that employee's former position with TAMU is filled with a new employee within the time frame in which payment is requested hereunder, (iv) is hired to work for the TCC or start-up businesses, professions, development companies or other entities attracted or supported by the TTCI with funds generated by the TCC and not with grant funds awarded to TAMU professors working within the current TAMU Departments and (v) is not a job with a business or profession that competes with existing business in the Bryan/College Station area. 2. RVP's Incentive, Obligations 2.1 Economic Incentives RVP agrees to make a total cash payment of $300,000 from the Brazos County Incentive Fund. The first $100,000 cash payment will be made on or before July 1, 2003. Subsequent payments will be made annually on April 1st, beginning in 2004 and on the same date thereafter, as payroll requirements are satisfied as stated in Paragraph 3.2 hereof. 3. TAMU's Obligations 3.1 TAMU agrees to establish and operate the Technology Commercialization Center (TCC) which will be at the center of TAMU's Technology Transfer and Commercialization Initiative. TAMU represents that the purpose of the TTCI is to create an integrated, holistic, and accelerated technology transfer and commercialization mechanism that will assist university and community technology based start up companies in developing and bringing their ideas to the market by providing, including but not limited to, business development support, networking with other technology exchange network members and incubation infrastructure. The TTCI, is expected to create new and expanded opportunity for economic development in Brazos County and surrounding areas by creating new businesses and jobs. TAMU agrees to use the first $100,000 of the Economic Incentive granted hereby to create and establish the TTCI and TCC. 03-3053 Performance Agreement iin( 4(s l IPF 49 3.2 TAMU agrees and represents that it will create new and additional gross payroll through the efforts of the TCC and cause such payroll to be maintained in the amounts and on or before the dates listed in the schedule below and cause to be maintained such annual cumulative new gross payroll for the term of this Agreement. End of New Full Time Total Annual Year Jobs Cumulative Cumulative Dec. 31 Employment New Gross Payroll 2003 50 50 $2,500,000 2004 75 125 $6,250,000 2005 75 200 $10,000,000 3.3 TAMU shall be paid the Economic Incentives, after the initial $100,000 if not in default hereunder, annually based upon a rate of $1,000 per new job created and provided the Annual Cumulative New Gross Payroll is achieved and maintained. RVP shall not be required to make full payment for new jobs if the Annual Cumulative New Gross Payroll is not being maintained. The following examples illustrate how failure to maintain the Annual Cumulative New Gross Payroll affects Incentive payments: Assume that by December 31, 2003 TAMU created 60 new full time jobs with an Annual Cumulative New Gross Payroll of $2,700,000, then the payment shall be calculated as follows: Year 1 Annual Payment Commitment: Average New Full Time Jobs = 50 $2,500,000 / 50 = $50,000 per year Payment = $1000 x 50 jobs x ($2,500,000 / $2,500,000) _ $50,000 In Year 2, assume that by December 31, 2004 TAMU created 130 total cumulative full time jobs with an Annual Cumulative New Gross Payroll of $6,240,000 then the payment shall be calculated as follows: Year 2 Annual Payment Commitment: Average New Full Time Jobs = 130 $6,240,000 / 130 = $48,000 per year Payment = $1000 x 130 jobs x ($6,240,000 / $6,250,000) - $50,000 = $79,792 03-3053 Performance Agreement VOL 4( PAGE Cn In the same example for Year 2, assume that by December 31, 2004 TAMU created 130 total cumulative full time jobs with Annual Cumulative New payroll of $8,450,000 then the payment shall be as follows: Year 2 Annual Payment Commitment: Average New Full Time Jobs = 130 $8,450,000 / 130 = $65,000 per year Payment = $1000 x 130 jobs x ($6,500,000 / $6,500,000) - $50,000 = $80,000 The payroll figures in the table above are annualized, based upon the last payroll date in the month of December each year. The "last payroll date in the month of December", shall mean for purposes of this paragraph, the last payroll distribution in the month of December. 3.4 TAMU agrees to the following additional conditions to the payment of the Economic Incentives by RVP: (a) TAMU is to acknowledge the RVP in news releases and other communications as a founding member of the TCC. (b) TCC shall integrate the RVP logo into all of its marketing and communications materials, and the Vice President of Research will encourage TAMU, when appropriate, to use its best efforts, to do the same. (c) The TCC Advisory Board shall include within its membership a representative of the RVP. (d) To the extent the same would not violate any legal or contractual restrictions on TAMU to do so, the RVP shall be recognized, in all public announcements, as having been instrumental in the location at TAMU of the Homeland Security Research Center. 4. Term The term of the Agreement shall commence on the date of its approval by Brazos County, Texas and execution by both TAMU and RVP and end on December 31, 2008. 5. Reporting Requirements The performance obligations referenced in 3.2 above will be measured on the last payroll date in December 31 of each applicable year. On or before January 31 of each year, TAMU shall submit to RVP, a statement certified by the Vice President for Research at TAMU, which states the name, social security number, date of hire and salary of all employees TAMU intends to submit as the basis for an Economic Incentive request. In the event that such certification is not delivered to compliance representatives of the RVP by said date, then it is assumed that no new jobs were created for that year. The RVP 03-3053 Performance Agreement 110L_44 PAGE i shall examine such report to be certain that the jobs TAMU submits fulfills the criteria set forth herein for new jobs. Should RVP reject any jobs submitted, it shall notify TAMU of its decision and the basis of such decision. TAMU will have 15 days from the date of such notice to submit a list of jobs that may be considered in substitution thereof. The RVP's determination on which jobs qualify shall be final. 6. Confidentiality The RVP agrees that the reports that TAMU will be required to submit may contain information that TAMU considers to be confidential information. As such, the RVP agrees to take all steps reasonably necessary with the Texas Attorney General's office to keep such reports confidential. 7. Default 7.1 Events of Default The following are expressly established as "Events of Default": (a) Failure to establish the TTCI and TCC within one year from the date hereof. (b) An unauthorized assignment. (c) TAMU's failure to perform any of the covenants, conditions, and terms of this Agreement and the failure to cure such default upon 20 days notice in writing from the RVP. (d) Failure to remit any repayment when due. (e) Failure to comply with all applicable statutes, regulations, orders or ordinances of the United States, State of Texas, Brazos County and City of College Station, governing the operation of the TCC or TTCI. (f) Failure to create the new jobs required hereunder. 7.2 Remedies In Case of Default by TAMU. RVP at its sole option may treat any one or more of the Events of Default defined in section 7.1 as a breach of this Agreement. In the event of such breach, The RVP will have one or more of the following remedies: (a) The RVP may terminate the agreement, and/or (b) RVP may, at its sole option, require TAMU to repay all of the $100,000.00 Economic Incentive. (c) Pursue all legal and equitable remedies in a court of law for breach of contract. 7.3 Remedies in Case of Default by RVP. TAMU will have the remedies stated below in the event the RVP fails to make timely payment of the Economic Incentives, assuming TAMU is in full compliance with this Agreement and not in default thereunder: 03-3053 Performance Agreement lrf)1.-( PACT (a) RVP shall pay interest at the rate of six percent (6%) per annum on all past due payments until paid. (b) TAMU shall be entitled to pursue all legal and equitable remedies in a court of law for breach of contract. 8. Assignment TAMU may not assign this Agreement without the prior written consent of RVP. 9. Amendment No amendment to this Agreement shall be effective and binding unless and until it is reduced to writing and signed by a duly authorized representative of TAMU. 10. Law This Agreement has been made under and shall be governed by the laws of the State of Texas. 11. Place of Performance Performance and all matters related thereto shall be in Brazos County, Texas. 12. Written Notices All notices required by this Agreement: (i) shall be in writing, (ii) shall be addressed to the parties as set forth below unless notified in writing of a change of address, and (iii) shall be deemed to have been delivered either when personally delivered or, if sent by mail, in which it shall be sent by registered or certified mail, return receipt requested, three (3) business days after mailing. The addresses of the parties are as follows: To TAMU: Dr. Richard Ewing Vice President for Research TAMU 312 Administration Building College Station, Texas 77843 To RVP: The Research Valley Partnership, Inc. 4001 East 291h Street, Suite 180 Bryan, Texas 77802 Attn: Tim Bryan 03-3053 Performance Agreement VOL L)I PACE 13. Sole Agreement This agreement constitutes the sole and only agreement of the Parties herein with respect to the subject matter of this Agreement and supercedes any prior understanding or written or oral agreements between the Parties. 14. Waiver RVP's failure to take action to enforce this Agreement in the event of TAMU's default or breach of any covenant, condition or stipulations herein, on one occasion shall not be treated as a waiver and shall not prevent the RVP from taking action to enforce this Agreement on subsequent occasions. 15. Invalidity If any one or more of the provisions of this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect other provisions of the Agreement. 16. Cumulative Rights The rights and remedies of RVP herein shall be cumulative, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other right or remedy. 17. Successor and Assigns All covenants and agreements contained herein shall be binding on the parties hereto, their successor and assigns and shall insure to the benefit of the parties hereto, their successors and assigns. The parties acknowledge that RVP is acting herein as an agent of Brazos County, Texas and all benefits, rights and obligations hereunder are freely assignable by RVP to Brazos County, Texas. 18. Counterparts This agreement may be executed in several identical counterparts, and by the parties hereto on separate counterparts, and each counterpart when so executed and delivered, shall constitute an original instrument, and all such separate counterparts shall constitute but one and the same instrument. 19. Authority Each party hereto has full power and authority to enter and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. The persons executing this Agreement 03-3053 Performance Agreement VOL PAGE hereby represent that they have authorization to sign on behalf of their respective entity and the powers to bind such entity to the terms hereof. EXECUTED this 3o day of 144, 2003. Texas A&M University The Research V ey Partnership By: By. /ImBryan, Richard E. Ewing, Vice Presid t Chairma i of the Board for Research This Agreement is executed by Brazos County, Texas to evidence its approval of the use of County funds for the purposes and under the conditions set forth herein. Brazos County, Texas B• andy ims, County Ju g 03-3053 Performance Agreement VOL ~ PAGE .5S