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HomeMy Public PortalAbout016 MOU with GMU for Mason Enterprise CenterCOUNCIL MEETING November 30, 2010 MOTION 2010 -016 Authorizing Approval of the Memorandum of Understanding with George Mason University for the Mason Enterprise Center 1 1 Page THIS MEMORANDUM OF UNDERSTANDING "MOU is effective this 1st day of October 2010 (the "Effective Date by and between Town of Leesburg, Virginia "Town and George Mason University "Mason (collectively, the "Parties WHEREAS, the Mason Enterprise Center at George Mason University and the Town wish to cooperate in operating an economic development incubator program, to target growing, small, home based, and emerging businesses in the Leesburg and Loudoun area. This economic development incubator program will be called the Mason Enterprise Center Leesburg (hereinafter referred to as the "Center NOW, THEREFORE, in consideration of the mutual obligations contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: I. PROJECT DESCRIPTION AND BACKGROUND A. The Town and Mason hereby establish and operate an economic development incubator program. This program is known as the "Mason Enterprise Center Leesburg" "Center The Center will target growing, small, home based, early stage emerging businesses "Tenant Companies in the Leesburg and Loudoun Area as tenants. Emerging firms in advanced technology, research and development, computer applications and service businesses are examples of businesses expected to be targeted to participate in the Center. B. Initially, the Town will lease space at 15 North King Street, in downtown Leesburg, pursuant to a master lease "Master Lease I from the owner of the building to house the Center. Located in the Center will be the Town of Leesburg's Economic Development staff and Tenant Companies. The Center shall be located at 15 North King Street on a temporary basis until such time as the building at 202 Church Street is completed and lease documents "Master Lease II are properly executed by the Town. It is understood by the Parties that adequate space at 202 Church Street will be made available to Leesburg's Economic Development staff and Loudoun County's Small Business Development Center (SBDC) at a rate to be agreed to by all parties. Other space described in the Master Lease II shall be subleased to Tenant Companies directly by Mason on behalf of the Town. Any additional space may be used for other Center programs. The Parties will, from time to time, review and agree on the allocation of space among all Center activities and programs. Additional space may be obtained as necessary to accommodate program expansion as is available and agreed upon by the Parties. C. The mission of the Center will be to: Page 1 of 9 1. Stimulate economic development in the Town of Leesburg; 2. Expedite the growth and independence of Tenant Companies; 3. Operate on a cost effective basis; 4. Be a catalyst for the economic development activities of the Parties; 5. Serve as a business community outreach for Mason; 6. Promote Town/Mason Partnerships; and 7. Provide collocation space for Loudoun SBDC to provide support for Tenant Companies. D. The Center shall provide Tenant Companies: 1. Full time reception function beginning with the commencement of Master Lease II; 2. Access to appropriate training facilities; 3. Access to appropriate conference rooms; 4. Access to a local area computer network; 5. Access to required fee -based copying facilities; 6. Fee -based local and long distance telephone fax and scanning service; and 7. Access to fee -based SBDC training programs. E. Tenant Companies shall be required to participate in the formal Center program. F. Tenant Companies will be offered two (2) years access to participation in the Center subject to meeting performance criteria established by the Center Director. Failure to meet performance criteria may result in early termination from the program. Lease periods may be extended for Tenant Companies who meet Center objectives but need more time at the recommendation and approval of the Center Director. II. OPERATION OF THE CENTER RESPONSIBILITIES OF EACH PARTY A. Mason shall: 1. Plan and manage the operation of the Center. 2. Develop and implement a plan to market the Center to prospective applicants; recruit and select Tenant Companies; and, monitor and evaluate their performance in order to determine their eligibility for a full term tenancy with the goal of successful completion of the incubator program in two years. 3. Act as the Town's and Center's agent in negotiating, executing and managing sublease agreements with Tenant Companies. There is Page 2 of 9 no requirement that the Town shall be consulted or approve any potential subtenant company. 4. Hire, supervise and train any staff required to operate the Center based on the approved program budget and pursuant to Mason employment policies and procedures. All Center personnel shall be employees of Mason. Such employees shall occupy Center space free of charge provided 100% of their time is dedicated to the work of the Center. 5. Collect and account for all revenue collected from Tenant Companies. 6. Provide to the Town a financial plan on a monthly basis which shall include financial statements (revenues and expenditures), forecasts and programmatic reports for the project. 7. Identify, recruit and sustain in -kind external project sponsors to enhance and expand Center programs. 8. Deposit all income and revenues for operation of the Center in appropriate Mason accounts (see III.E) and make disbursements from such accounts as authorized. 9. Appoint a representative from Mason to the Center's Advisory Board. 10. Make SBDC's mentoring services, training programs and other business support services available to the Tenant Companies. Tenant Companies shall be responsible for fees associated with SBDC programs and services. 11. Ensure that contributions, sponsorships, or directed gifts made to the Center are held in Center accounts with separate and periodic accounting. B. The Town shall: 1. Make monthly Master Lease payments until such time as the Center is able to make all or part of the monthly Master Lease payment, and for so long as the Town Council makes the annual appropriations to support the Center. 2. Give publicity to the resources and advantages of the Center to prospective Tenant Companies and prospects. Page 3 of 9 3. Assist in the development of marketing material. 4. Provide community support to companies as they graduate out of the Center. 5. Plan and fund tenant build -out of alterations, improvements and additions to Center space that is required under any subleasing agreements for the first two years of the Center. 6. Consult with Mason in the preparation of plans and specifications for the layout of the Center in accordance with the terms of Master Lease II. 7. Conduct a Tenant Company Graduate Support Program to encourage and assist Tenant Companies to locate within the Town of Leesburg and the County of Loudoun and offer such support as may be available from Town and the County programs. 8. Provide direct marketing to prospective companies in the Town of Leesburg and surrounding area. III. FINANCIAL CONSIDERATIONS A. Pursuant to an Agreement, separate and apart from this MOU, the Town and Loudoun County "County shall provide funding in FY2011 for Master Lease payments for the Center, initial equipment, office supplies, and other operating expenses, not covered by Center revenues. B. Pursuant to an Agreement, separate and apart from this MOU, the Town and Loudoun County shall provide funding for Master Lease payments for the Center, initial equipment, office supplies and other operating expenses in the second year, not covered by Center revenues. C. Pursuant to an Agreement, separate and apart from this MOU, the Town and Loudoun County shall provide additional annual funding, to be made on July 1 of subsequent years, based on the needs of the Center and adopted budgets. D. Mason shall provide, at the Center's expense, all services as herein specified and required for the proper and intended operation of the Center. E. Revenues generated from sublease payments of Tenant Companies, and revenues and income generated from the operations of the Center by Tenant Companies (including, but not limited to, telephone, fax, scan and copy revenues, and service revenues) shall be deposited in a Mason bank account. Page 4 of 9 F. The Center Director should review and update the financial plan for the Center on a monthly basis. Deviations from this plan in excess of 5% shall require the approval of the Town and Mason. G. The Parties agree that each will actively seek additional sources of financial support for the Center from governmental or private entities. H. A yearly accounting of Center operations, to include an accounting of accounts held for the benefit of the Center by the Town and Mason, will be conducted at the Center's expense. All records of the Center shall be open to inspection by the Parties. The Parties hereby acknowledge and agree that the Financial Considerations herein contained shall govern Center financial operations and define the mutual financial obligations of the Parties from the date of this MOU and; that any and all prior mutual financial obligation from precedent agreements or otherwise, have been duly satisfied. IV. CENTER DIRECTOR A. The Center Director or designee shall: 1. Manage the Center. 2. Hire, place and supervise all employees of the Center. 3. Purchase or acquire any personal property necessary for the operation of the Center. 4. Plan, schedule and conduct all business incidental to operation of the Center, including the purchase of all supplies, materials and services required. 5. Receive and deposit all income, revenue and rents realized by the Center. 6. Maintain accurate business records and accounting records for all transactions and provide such records upon request of one of the Parties or the Advisory Board. 7. Except with respect to disbursements of funds from the rental account used to pay the Master Lease I and Master Lease II, and to return rental deposits to Tenant Companies, the Center Director may authorize disbursement of any funds that are on deposit in Page 5 of 9 Center accounts for the satisfaction of all debts, obligations and expenses of the Center. The Director shall be authorized to sign all checks and drafts for these purposes, and the countersignature of another person authorized by the Parties shall be required for all amounts in excess of $500.00. 8. Develop and implement the Center's sales and marketing plan to maximize tenant company occupancy. 9. Direct and manage tenant selection process. 10. Represent the Center at Town and County meetings and present status as required. 11. Develop and submit Center financial and tenant reports on a monthly basis. 12. In consultation with the Town, Mason shall hire the Director pursuant to Mason employment policies and procedures. The Town and Mason shall periodically consult with each other regarding the Director's performance. At least annually the Parties will consult with each other regarding the Director's performance. V. CENTER ADVISORY BOARD A. An Advisory Board for the Center shall be established to perform the following functions: 1. Provide expertise to the Center Staff. 2. Promote the Center within the business community. 3. Provide program oversight for the entities the members represent. B. The Advisory Board shall have the following members: 1. Those representatives designated by Mason, who are members of the Mason Enterprise Center Advisory Board. 2. Town of Leesburg 3. County of Loudoun 4. Mason 5. SBDC Page 6 of 9 6. At -large from the business community, appointed by the Leesburg Town Council. C. Members of the Advisory Board shall be appointed by their respective entities and shall serve at the pleasure of the appointing entities. VI. DURATION AND TERMINATION A. This MOU shall terminate five (5) years from its Effective Date, or upon the end of the last terminating Master Lease, whichever occurs first. The Parties mutually agree to enter into discussion annually and at least six months prior to the expiration of the MOU' s term in order to consider the future of the program. This MOU may be renewed or extended by the written agreement of all Parties. B. Any of the Parties may terminate their participation in the program for any reason prior to the expiration of the MOU upon written notice to all other Parties. Such termination shall be effective 180 days from the date of the written notice; all obligations and liabilities of the terminating party shall cease on such date except for those incurred by the terminating party prior to the effective date of the early termination. C. Upon withdrawal of one or more of the Parties or upon expiration of the MOU each party may remove from the Center all personal property to which it holds title or which were acquired using funds solely of the party. D. Upon the expiration of the MOU, or its early termination by all of the Parties, any surplus funds remaining, after payment of all Center debts shall be distributed 50% to Mason and 50% to the Town. VII. LIABILITY A. Nothing herein shall be interpreted or operate as a pledge of the full faith and credit of the Commonwealth of Virginia or shall bind Mason to expend appropriations from the General Assembly to meet the terms of this MOU. Agencies of the Commonwealth of Virginia cannot expend funds unless appropriated by the Virginia General Assembly and may not obligate a future session of the Virginia General Assembly. Therefore, notwithstanding any provision of this MOU to the contrary, if any session of the Virginia General Assembly fails to appropriate funds for the continuance of this MOU, the MOU and all obligations hereunder shall automatically terminate upon depletion of the then currently appropriated or allocated funds. Page 7 of 9 C. Unless expressly provided for elsewhere in this MOU, no party shall be responsible for the debts, liabilities and other financial obligations incurred by the other Parties in performing their obligations under this MOU. E. The Parties agree that each party shall be solely responsible for the simple negligent acts or omissions of its employees causing harm to persons not a party to this MOU. Nothing in this MOU shall be deemed a waiver of the sovereign immunity of the Commonwealth of Virginia. VIII. MISCELLANEOUS Page 8 of 9 B. Nothing herein shall be interpreted or operate as a pledge of the full faith and credit of the Town, or shall bind the Town to appropriate funds for expenditures related to this MOU. The Town cannot expend funds unless appropriated by the Town Council of Leesburg, Virginia. The Town cannot obligate a future Town Council. Therefore, notwithstanding any provision of this MOU to the contrary, if the Town Council fails to appropriate funds for the continuance of this MOU, the MOU and all obligations hereunder shall automatically terminate upon depletion of the then currently appropriated or allocated funds. D. The relationship of the Parties to this MOU is that of independent contractors. Nothing contained herein shall be interpreted or operate to create a relationship of partners, joint ventures, brokers, agency or employment between the Parties. It is agreed that no party shall act as the agent for the other Parties, except as expressly provided in Sections II.A.3 of this MOU, without an express written authorization to act as an agent. Each party shall maintain sole and exclusive control over its personnel and operations. A. This MOU has been approved by the Leesburg Town Council. Pursuant to Leesburg Town Code Section 4 -2.1:1 the Town Manager shall be the duly authorized representative of the Town for the purposes of this MOU and is authorized to make all appropriations, transfers of funds, and approvals as required by this MOU without further Town Council approval. B. Should any section or part of any section of this MOU be rendered void, invalid or unenforceable for any reason by any court of law exercising competent jurisdiction, such a determination shall not render void, invalid or unenforceable any other section or part of any section of this MOA. C. This MOU may not be assigned without the prior written consent of all Parties. D. This MOU contains the entire understanding of the Parties and supersedes all prior oral or written agreements. No Party has relied on any oral or written representation of the others unless such representation is incorporated in this MOU. This MOU cannot be modified except by written document signed by all of the Parties. E. This MOU shall be governed, interpreted and construed under the laws of the Commonwealth of Virginia and any dispute arising from this MOA shall be submitted to a proper state court of the Commonwealth of Virginia. AGREED to by the duly authorized representative of: Town of Leesburg, Virginia Kris.- Umstattd Mayor, Town of Leesburg GEORGE MASON UNIVERSITY Dr. Maurice W. Scherrens Date Senior Vice sid A vz.-0 rt Dr. Edwapds?1iodes Dean, School of Public Policy fta Keith Segerson Managing Director ;ntc Page 9 of 9 27'7')2011 D e /2-/272.-/ Date NOS '3c, .101(2 Date