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HomeMy WebLinkAbout2014-127sAlegal\our documents\ordinances\14\sery agr-american heart association.doc YA'IL NJ NJ 9tfjj1j6jjj9LrA1jj9 qj%1jrAjj'L4L% _ LUfjqL9j W1WMIQL4j I WjLfj Wfjqj'Lq1jLfjj'LqFAjWj NIEL 7A1jLqFAjqjEq ffl N RIM MIMS] I W=Q= 1) OL91 1L§jLq= JW,'1WA%1jF 'J�MgIWA' JAL I aw I a A LTJ 1 14 LWA L A r114 L770T 71 17t KrI .1 AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and the American Heart Association, attached hereto and made a part hereof by reference (the "Agreement"), serve a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including authorizing and ratifying the expenditure of funds. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of ,2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY A BY: APP?11- VED AS"�'To- LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 6:07 BY: C:\IJser,s\Pritt,Amiii\AppData\Local\Microsotl\Windo%vs\Teniporary Internet Files\Content.Outlook\X9FPXIUJ,\Sery Agr - American Heart Association (3).doe SERVICE AGRE EMENT �1,,"JQVV MUff INSUMUM This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the American Heart Association, a not for profit corporation, hereinafter referred to as "Heart". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of a fit -friendly event sponsored by the Heart which provides a benefit to the citizens by supporting, empowering, and teaching the basics of staying fit; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1, SCOPE OF SERVICES Heart shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: the funds being provided shall be used by Heart for setup, breakdown, and cleanup for the event. 11. 'OBLIGATIONS OF HEART In consideration of the receipt of funds from City, Heart agrees to the following terms and conditions: A. Three Hundred Thirty-five Dollars/1 00 ($33 5.00) shall be paid to Heart by City to be utilized for the purposes set forth in Article I. B, Heart will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Heart will permit authorized officials of City to review its books at any time. D. Upon request, Heart will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Heart will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Heart will appoint a representative who will be available to meet with City officials when requested. Page 1 C:\Users\Pria.Amin\AppData\Local\Microso8\Windows\Temporary Internet Files\Coiiient.0lltlook\x9F-E'xRrL\Sory Agr - Axnericau Heart Association (3).doc 0 0 - The services funded by City shall be undertaken and completed by Heart within the following time frame: The term of this Agreement shall commence on the effective date and terminate April 1, 2014,1 unless the contract is sooner terminated under Section V11 "Suspension or Termination". IV. PAYMENI'S A. PAYMENTS TO HEART. City shall pay to Heart the sum specified in Article 11 after the effective date of this Agreement. B. ExcEss PAYMENT. Heart shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Heart; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. —WRIMI.Le Heart agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Heart agrees to make available its bank statements for review by City at City's discretion. In addition, Heart agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in program services. B. To comply with this section, Heart agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Heart's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Heart agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve Heart of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided -under this Agreement. am C:\Users\Privi.Aiiiiii\AppData\Loca]\Microsoft\Wiitdows\Temporary Internet Files\Cojitelit.Outlook\XgFE)WL\Sery Agr - American Reart Association (3).doo VI. MEETINGS Minutes of all meetings of Heart's governing body shall be available to City within ten (10) working days of approval. The City may terminate this Agreement for cause if Heart violates any covenants, agreements, or guarantees of this Agreement, the Heart's insolvency or filing of bankruptcy, dissolution, or receivership, or the Heart's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. Ltd UAL OPPORTUN]TVAND COMPLIANCE WITH LAW S A. Heart shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B . Heart will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. in the event of Heart's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Heart may be barred from fiother contracts with City. I Heart represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and and, since that date, have not undergone any significant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, ,,j-jletj eandfairl, reflect the financial conditions of Heart on the date shown on said o k I MUM 11111,11 ONIQ I a I LIM to K I my K 1 0 C. No litigation or legal proceedings are presently pending or threatened against Heart. D. None of the provisions herein contravenes or is in conflict with the authority under which Heart is doing business or with the provisions of any existing indenture or agreement of Heart. EM C:\IJsers\llria.Aiiiin\AppData\LocalWicrosofl\Wiiido%vs\Tcmporary Internet Pi 1cs\Con ton t.Out1ook\X9FEXRFL\Scry Agr - American Heart Association (3).doc E. Heart has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Heart are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Heart to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the subinission of each request for payment. A. Any alterations, additions, or deletions to the terms of this Agreement shall be by ffekirw� �K' � -iww-*W .- =1s-Oft1A&- - ex. ressl provide that another method shall be used. B. It is understood and agreed by the patties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such r ttex-�,-ccra)dment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. 1111111111 11111111q�111�1111111ri To the extent authorized by law, flic Heart agrces to indcami Vy, hold harti-dess, aild derend the CITY, its officers, aLwnts, artd cinployees 1roin and against any staid all clainis or sults for injunes, damage, loss, or liability of whatever k'litid or character, Adsilig out of car ill 001111"-don with the. performance by the Heart or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Heart, its officers, employees, agents, subcontractors, licensees and invitees. A. Heart covenants that neither it nor any member of its governing body presently has or indirect.. which would conflict in Lug manner or degree with the performance of services required to be performed under this Agreement. Heart further covenants that in the y wC4-wnsit-im�A0 -k-i member of its governing body. B. Heart further covenants that no member of its governing body or its staff, t vipt Q/ *v4,ral W= C:\Users\Pria.Ainin\AppData\Loc�kl\Microsofl\Wiiido%vs\Tcmporai-y In(cmet Filcs\Colitelit.Outlook\X9FP,X[(F),\Scry Agr - American Heart Association (3).doc or gives the appearan6e of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or Heart in which he has direct or indirect interest, Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to Heart or City, as the case may be, at the following addresses: CITY Attn: City Manager 215 E. McKinney Denton, TX 76201 HEART American Heart Association Angela Nawar, Corp. Market Dir, 105 Decker Court, Suite 200 Irving, TX 75063 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. A. Heart shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B . If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to confonn to the original intent of both parties hereto. C. In no event shall any payment to Heart hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Heart. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. on C:\Users\Pria.Ainin\AppDfLIR\Local\MicrosojR\Windows\Tciiiporary IntemieA Files\Coiiteiit.Otiflook\X9FEXRFL\Sery Agr - American Hear( Association (3).doc D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement or Subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHERf.-`0[,' ' the parties do hereby affix tilcir r,igjiawrcs and enter into this Agreement as of the &k, day of 20 CITY OF DENTON ATTEST: JENNIFER WALTERS, CITY SECRETARY M APP(�) �� t 11-0 M31V10 LEGAL FORM: A,N IT URGESS, CITY ATTORNEY BY: ....... . . . 11"', '45 tlIlila C. CAMPBELL, CITY MANAGER -4914 I—R @ (=A AH�-i Jo-WsofQ \.JP s�K.R-Teb-,ic Page 6 Greater Denton Arts Council 400 E. Hickory St. Denton, Texas 76201 Phone 940-382-2787 Fax 940-383-1467 TO: Angela Nawar American Heart Association City of Denton INVOICE INVOICE #2875 DATE; MARCH 21, 2014 COMMENTS OR SPECIAL INSTRUCTIONS: INVOICE FOR CITY OF DENTON/AMERICAN HEART ASSOCIATION EVENT 3-24-14. SALESPERSON P.O. NUMBER REQUISITIONER SHIPPED VIA F.O.B. POINT TERMS John Riegelman n/a n/a QUANTITY DESCRIPTION UNIT PRICE TOTAL 1 Setup 125.00 125.00 1 Breakdown 125.00 125.00 1 Cleanup 85.00 85.00 5 Rental Fee $75/hr. Total $375.00 Comped 0.00 0.00 1 PA system Rental and setup Total $50.00 Comped 0.00 0.00 1 Kitchen Rental Total $50.00 Comped 0.00 0.00 SUBTOTAL $335.00 SALES TAX 0 SHIPPING & HANDLING 0 TOTAL DUE $335.00 Make all checks payable to Greater Denton Arts Council If you have any questions concerning this invoice, contact John Riegelman facilities@dentonarts.com Thank you for your business!