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HomeMy WebLinkAbout2010-067FILE REFERENCE FORM 2010-067 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILES Date Initials Amendment to service agreement — Ordinance No. 2010-203 09/07/10 ) R S:lour Documents\0rd1nances\10\Tejas Storytelling Assoc ordinance.doc ORDINANCE NO. 2010-067 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE TEXAS STORYTELLING ASSOCIATION FOR SUPPLEMENTAL FUNDING FOR. ENTERTAINMENT AT THE TEXAS STORYTELLING FESTIVAL; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Tejas Storytelling Association (the "organization") provides for the annual Tej as Storytelling Festival including the 2010 Festival (the `Program"); and WHEREAS, the City Council of the City of Denton hereby finds that the Program and the agreement between the City and the organization attached hereto and made a part hereof by reference (the "Agreement") serve a municipal and public purpose including the promotion of tourism and economic development and the Agreement 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 Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. y PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO ED AS O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: __ . CADoctunents and settingsTlizabeth MhALoeal SetfingATemporary Internet FiledContent.IES\94QRHIT15ervl/o2 Agmt`/`20 - I/c,2OTej a safa24St4iytell iiig[l. ].doe SERVICE aGREENM NT BETWEEN THE of DENTON, TEXAS AND TEJaS STORYTELLING ASSOCIATION This agreement is hereby entered into by and between the City ofDenton, Texas, a Hone Rule Mun�.e�pal Corporation, hereinafter referred to as -"city ►�, and the Teas tarytell-ing association, a Texas Non -Profit Corporation, hereinafter referred to as "Te' as Storytelling Association": WHEREAS, -pity 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 foT the purpose of paying for contractual s ervi. c e s , and WIE1EaS, this agreement serves a valid municipal and public purpose and is in the public interest as it will yramote tourism. and econurnn e develop�ment witl n the -City, -among other tl ngs-� NOW, THEREFORE, the pal -ties hereto mutually agree as follows: 1. SCONE of SERVICES Tej as Storytelling association shall in a satisfactory and proper manner perform. the followmg- tasks, for which the monies provided by City may be used: The funds being provided shall be used by Tej as Storytelling association to assist with the cost of entertainment fees. II, OBLIGATIONS of TEJA.S STORYTELLING ASSOCIATION In consideration of the receipt of funds from City, Tej as Storytelling association agrees to the Tolluing tens and eonditi ons: A. Five Hundred Fifty Dollars and no/104 ($550.00) shall be paid to Tejas Storytelling Association by City to be utilized for the purposes set forth in Article 1. B. Tejas Storytelling Association will maintain adequate records to establish that the City -funds are used for the parposes authoriZed by this A.greemeem, C. Tejas Storytelling association will permit authorized officials of+pity to review its boobs at ar y time, D. Upon request, Tej as Storytelling association will provide to City its By Laves and any of its rules and regulations that may be relevant to this A.gree:ment, E. Tejas Storytelling Association will not enter into any contracts that would encumber City Rinds for a period that would extend beyond the term of this agreement. F. Teas Storytelling Association will appoint a representative who Avill be available to meet it , City officials whan Teq-UeSted. elfin Association will su�br It to City cop1es of year-end audited financial G. Texas Storyt � statements. HI. TIME OF ` PERFORMANCE The services funded. by T i shall be undertaken and completed by organization Within the folloVing filne frarn.e: 1 throe S e tench er 3 10. unless the contract is sooner terminated under March 1, 2 gh p Section VU "Suspension or Termination", IV. r PAYMENTS A. PAYMENTS To TEJAS SToRYTELLiNG ASSOCIATION. City shall pay to "Tejas Storytelling Assoclaflon the sun &peclffied M ATtiele 11 after the effeefive date of this A rreeme t. B. ECESS PAYMENT. Teas Storytelling Association shall refund to City "thin ten. working y �s re days of Ci ' quest, any sum of money which has been paid by City and which City at any time thereafter determines 1 has resulted in overpayment to Tej as Storytelling Association- or 2) has not been spent strictly in ac cord anc e with the terms of this Agreement; or 3) is not supported by adequate documentation to fully .justify the expenditure. V. EVALUATION Teas Storytelling Association agrees to participate in an implementation and maintenance m s stewhereby the seTv�ices can be continuously monitored. Tej as Storytelling Assmiafion agree y y aloe available its financial records for review by City at i.ty' to n�- s discretion. In addition, Tej as i llin Association agrees to provide City the following data and reports, or copies thereof'. Storyte g �' p tY A. All external or Internal audits. Te'a- as Storytelling Association shall submit a copy of the -annual independent audit to City within ten (10) days of receipt B . All external or internal evaluation reports. C. An explanation of any major changes in program services. D, To comply with this section, Teas Storytelling .Association agrees to maintain records that py a t;ovide accurate cvrrrent se crate, and complete disclosure of the -status of funds received and will p p "h lYiC1 y r,-V the services performed under this Agreement. The record system of Tej as Storytelling Association shall contain sufficient doewnentation to provide in detail full support and justification for each expenditure. Tejas Storytelling Association 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, E. Nothing in the above subsections shall be construed to relieve Tejas Storytelling Association of responsibility fUr retaining accurate and current records that clearly Teflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS During the terra of this .Agreement, Tej as Storytelling Association shall deliver to City copies of all notices of meetings of its Board ofDr'recturs, setting forth the -fine and place thereof whiareiii this program is a part of the subj ect matter of the meeting. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Tejas Storytelling Association understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Tej as Storytelling Association' governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Tejas Storytelling .Association violates any covenants, agreements, or guarantees of this Agreement, the Tgas Storytelling Association 's insolvency or filing of bankruptcy, dissolution, or receivership, or the Tejas Storytelling Association' violatlon of any law or regulation to which it is hound under the terms of this .Agreement, The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTiJNITY AND COMPLIANCE WITH LAWS A. Tejas Storytelling Association shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B, Tejas Storytelling Association will furnish all information and reports requested. by City, and will permit access to its boobs, records, and accounts for purposes of investigation to ascertain compliance with local,. State and Federal rules and regulations. C. In the event of non-compliance by Tejas Storytelling Association with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Tejas Storytelling Association maybe barred from farther contracts with City. D r. I r,-P '"7 IX. -WARRANTIES Tejas StoilrItelling .Association represents and '%varrants that: A.- All infornriation, reports and data heretofore or hereafter requested by City and turnished to pity, aTe can plete and accu-rate as of the date shown on the nfarmafion, data, ofsport, and s ite tll i. € te, h �Y ot 11 �Le1 oiie u y sign.1 .icSa-tit than e � �ia3.,�out ��tten notice io f3y: B. Any supporting financial statements heretofore requested by City and furnished to -City, are c ufr plete, ac cutrate and fairly reflect the financial c an diti ons of Tq as Storytelling Association 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 TeJas Storytelling Association. C. No litigation or legal proceedings are presently pending or threatened. against TeJas Starytelling Association, D. Done of the provisions herein contravenes or is in conflict with the authority under which Tejas Storytelling Association is doing business or with the provisions of any existing indenture or agreement of Tejas Storytelling Association.. E. TeJas Storytelling Association has the power to enter into this Agreement and accept payments hereunder,and has taken all necessary action to authorize such acceptance under the termis and conditions of this Agreement. F. None of the assets of TeJas Storytelling Association are subject to any lien or encumbrance of any character, except for current lazes nol delinquent, except as shown in the financial statements furnished. by TeJas Storytelling .Association to City, Each of these representations and warranties shall be continuing and shall be deemed to have been repeated. by the sub —mission of each request for payrne , X. CHANGES AND AMENDMENTS A. Any alterations,. additions, or deletions to the terms of this Agreement shall be by Witten -amendment executed by both parties-, except when the tms 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 focal laws or regulations pursuant hereto may occur dur rng the lean of Phis Agreement. Amy such modifications are to be automatically incorporated into this Agreement- without written amendment hereto, and shall become a hart of the Agreement on the effective date specified by the law or regulation.. An.YznL A C. Tp as Storytelling Association shall notify City of any %changes in personnel or governng board campositi n. I. INDEMNIFICATION To the extent authorized by law, the Tej as Storytelling Association agrees to indemnif)f, hold hMMIess, and defend the CITY, -its officers, agants, and employees from and agwnst any and all ctdn or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Tej as Storytelling Association or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, 'n whole or in part, upon allegations of negligent or intentional acts of Tej as - towelling A-gsociation, its officem, employees, -agents, -subcontractom, licensees and invitees~ II. CONFLICT OF INTEREST A. Tej as Storytelling Association covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which -would conflict in anymanner or degree with the performance of services required to be performed under this Agreement. Tej as Storytelling Association further 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. Tejas Storytelling Association further covenants that no member of its governing body Gr- 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 -e rises any ftuictioti ar esloarisibilities its the review or -approval of the undert�ing or eking 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 association in which he has direct or indirect interest. III. 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 mai1, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to Teas Storytelling Association or City, as the case may be, at the following addresses: vn�<r,-P'7 CITY TEJA S STORYTELLING ASSOCIATION City of Denton, Texas Elizabeth Ellis Executive Director A- n: -City Manager T *as torytelli ng Association: 215 E. McKinney P.O. Box 2806 Denton, Tx 76201 Denton, Tx 76202 Fax No. 940.349,859 . Fax No. 940.380.9329 Either par), 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. Tej as Storytelling Association shall not transfer, pledge or otherwise assign this Agree. went or any interest therein., or any cla im arising thereunder to �y p� or parties, b�, true 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 reMaimng provisions shall remain i� full farce and effect and continue to confoi-n to the original intent of both parties hereto. C. In no event shall any payment to Tej as Storytelling Association 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 Tej as Storytelling Association. 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 arealways 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 sittifig in Denton County, Texas. T] n � 4 � '7 IN WITNESS WHE OF, the arties do hereby affix their signatures and enter into this Agreemetil as of the day of , 2010 PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, -CITY SECRETARY EY; - APPR. ED AS 0 LEGAL FOR M A ITA BURGESS, CITY ATTORNEY ATTEST: BARD SECRETARY V TEJAS STORYTELLING ASSOCIATION BY: 'a � EbZAB ELLIS E ECU E DOCTOR D� '7 �-P'7