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HomeMy WebLinkAbout2014-159S:\Legal\Our Documents\0rdinances\14\sery agr-Collegiate Entrepreneurs Org-UNT.doc AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE COLLEGIATE ENTREPRENEURS' ORGANIZATION OF THE UNIVERSITY OF NORTH TEXAS FOR THE PURPOSE OF REIMBURSEMENT FOR THE COST OF TSHIRTS FOR THE TEDXUNT EVENT ON APRIL 26, 2014; AUTHORIZING AND RATIFYING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the Collegiate Entrepreneurs' Organization of the University of North Texas for reimbursement of the costs of Tshirts for the TEDXUNT event, attached hereto and made a part hereof by reference (the "Agreement"), serves 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 carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION3_. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the `, day o� 2014. MARK A. B[_JRR t CjHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPR' ;Vl,"D AS °O LEGAL FORM: ANI l A BURGESS, CITY ATTORNEY m� BY: s� S;\LegakOur Documen1s\Contraets\14\8ery Agr - Collegiate Entrepteneurs'Org ol'UNT.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND �81AVHAIJOMADIII , A 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 Collegiate Entrepreneurs' Organization of the University of North Texas, a not for profit organization, hereinafter referred to as "Collegiate". 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 donation to Collegiate which provides a benefit to the citizens by seeking to foster entrepreneurship by forging connections between student innovation, leadership networks, and informed speakers-. 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 Collegiate 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 to reimburse Collegiate for the purchase of T-shirts. 11. OBLIGATIONS OF COLLEGIATE In consideration of the receipt of funds from City, Collegiate agrees to the following terms and conditions: A. One Thousand, Four Hundred Seventy/100 ($1,470.00) shall be paid to Collegiate by City to be utilized for the purposes set forth in Article I. B. Collegiate will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Collegiate will permit authorized officials of City to review its books at any time. D. Upon request, Collegiate will provide to City its By Laws mid any of its rules and regulations that may be relevant to this Agreement. E. Collegiate will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. am S:\Lega]\Our Documents\ContractAIMSery Agr - Collegiate Entreprencum'Org ol'UNT.doe F. Collegiate will appoint a representative who will be available to meet with City officials when requested. The services funded by City shall be undertaken and completed by Collegiate within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2014, unless the contract is sooner terminated under Section VII "Suspension or Termination", IV, PAYMENTS A. PAYMENTS TO COLLEGIATE. City shall pay to Collegiate the sum specified in Article 11 after the effective date of this Agreement. B. EXCESS PAYMENT. Collegiate 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, - I ) has resulted in overpayment to Collegiate; 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. V. EVALUATION .......... - _ _ Collegiate agrees to participate in an implementation and maintenance -system whereby the services can be continuously monitored. Collegiate agrees to make available its bank statements for review by City at City's discretion, In addition, Collegiate 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, Collegiate 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. Collegiate's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Collegiate 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 rive years. C. Nothing in the above subsections shall be construed to relieve Collegiate of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. Em 8ALoga1\aur DoGUtllents Contracts\WScry Agr - Collegiate Enlrepreneurs' org of UNT,doc VI, MEETINGS Minutes of all meetings of Collegiate's governing body shall be available to City within ten (10) working days of approval. Vll. TERMINATION The City may terminate this Agreement for cause if Collegiate violates any covenants, agreements, or guarantees of this Agreement, the Collegiate's insolvency or filing of bankruptcy, dissolution, or receivership, or the Collegiate'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 EQUAL _AI,. OI'1'GRTUN1'I`V AND COMPLIANCE, WITH LAWS A. Collegiate shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Collegiate 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 Collegiate's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Collegiate may be barred from further contracts with City, IX. WARRANTIES Collegiate represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City., are complete and accurate as of the date shown on the information, data, or report, 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, are complete, accurate and fairly reflect the financial conditions of Collegiate on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Collegiate, C. No litigation or legal proceedings are presently pending or threatened against Collegiate. Page 3 S:\I,cgal\Our Doc umen1sWontrucM I 4\Sery Agr - Col leg Wo Ewrepreticurs'Orf; of UN'l ',doe D. None of the provisions herein contravenes or is in conflict with the authority under which Collegiate is doing business or with the provisions of any existing indenture or agreement of Collegiate. E. Collegiate 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 Collegiate 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 Collegiate to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Ally Such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date spcciflied by the• law or regulation. C. Collegiate shall notify City of any changes in personnel or governing board composition, XI. INDEMNIFICATION To the extent authorized by law, the Collegiate agrees to indemnify, hold harmless, and defend the CITY, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Collegiate 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 Collegiate, its officers, employees, agents, subcontractors, licensees and invitees. XII, CONFLICT OF INTEREST A. Collegiate covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Collegiate further Page 4 covenants that in the performance of this Agreement, no person having Such interest shall be employed or appointed as a member of its governing body. B. Collegiate further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance 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 Collegiate in which he has direct or indirect interest. X111. NOTICE 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 Collegiate or City, as the case may be, at the following addresses: CITY COLLEGIATE City of Denton, Texas Clarissa Redwine, President Attn: City Manager Collegiate Entrepreneurs' Org. 215 E. McKinney 1551 Union Circle Denton, TX 76201 Denton, TX 76201 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. XIV. MISCELLANEOUS A. Collegiate 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 conform to the original intent of both parties hereto. C. In no event shall any payment to Collegiate 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 consti- tute 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 Collegiate. Neither shall such payment, act, or omission Page 5 SAI.egahOur Doeui-nen[s\Con1rac(s\l4\Sery Agr - Collegiate knirepreacurs, Org ol'UNT,du 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. 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 WHEREOF, the parties do hereby affix their snatures and enter into this Agreement as of the day of 20 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY; APII'l VED A,,, '0 LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: CITY OF DENTON 00l EO CAMP`i. LL, t711TY MANAGER COLLEGIATE ENTRE.PRENEURS'ORG, a President TITLE: Page 6