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2014-159S:\Legal\Our pocuments\Ordinances\14\serv agr-Collegiate Entrepreneurs Org-UNT.doc �.T . • � � � AN OR.DINANCE 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 TEI7XUNT 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. SECTION 3, This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ��°� `�,�'� day o� ��"��"�'�'��.� . 2014. � ° j � �, ��., ,. -�T.__7�,j [T 7� MLiL�L1 L"�. Dl_+.�.4L�s 5. 4ll1Sy 3'�I�.iA 1 od� ATTEST: JENNIFER WALTERS, CITY SECRETARY : �,1'P"R'��1:�� 1�.��'f� LEGAL FORM: .�N� i �i. BURGESS, CITY ATTORNEY �m�. •- , - � �� BY: �.�� ,� ��'�°�` .��.�;�� , � � s� � . ;� � ,.�s � S;1LegallUtee DocumenlslConlrac4s\141Serv ngr - Collc�idtc Cnlrcpreneurs' Org ol' UN'I',doc � ■ i � ; � +, � r � � � ' � �. This Agreement is hereby entered into by and between the City af Denton, Texas, a hame rule municipal corporation, hereinafter referred ta as City , and the Colle�iate Cntrepreneurs' n u Organization of the University oFNorth Texas, a not far profit organization, he�°einafter referred to as '°Collegiate". WHEREAS, City has determined that the proposal for services merits assistance and can pravide needed services to citizens of City and has pravided funds in its budget for tlle purpose of a donation ta Collegiate which provides a benefit to the citizens by seeking to fiastLr e;�itrepreneurshiys by for�ing conn�ctions between student innuv�llian, leadership �ieiworks. and inl'ornted spe�kcrs: and WHEREAS, tlais Agz°eement serves a valid municipal and public purpose and is in the public interest; NOW, THBR�,FORE, the parties hercto rnutually agree as follows; I. SCOPE OF SLRVICES Collegiate shall, in a satisfactory and proper manner, perform the following tasks, for which the manies prov►ded by City may be used: the funds bein� provided shall be used to reimburse Collegiate for the purchase of T-shirts. Il. OBLIGATION_S___Or COLLEGIATF In consideration ofthe receipt of tunds fi�onn City, Collegiate agrees ta the following terms and conditions: A, One Thousand, Four Hundred Seventy/l0U ($1,470.00) shall be paid to Collegiate by City to be utilized for the purposes sei farth in Article I. B. Colle�iate will maintain adequate recards to establish that the City funds are used for the purposes authorized by this Agreement. C, Collegiate will permit authorized ofiicials of City to review its boaks at any time. D. Upon request, Colle�iate will provide to City its By Laws a�ld any of its n�les and regulations that may be relevant to this Agreement, E. Collegiate wi11 not enter into any contracts that would encunnber City funds foi• a period that would extend beyond the tei•m. of this Agreement. ,� S:\Lega110ur pocuments\Contracts114�Serv Agr - CollegiePc F..nn•cprcncurs' Ur@ ol' UNT.doc F. Callegiate will appoint a representative who will be available to meet with City af�cials when requested. • � • �� - The services funded by City shall be undertaken and completed by Collegiate within the following time irame; The term of this Agreexn.ent shall cammence an the effective date and terminate Septe[nbec� 3U, 2014, unless the contract is soaner terminated under Section VII "Suspension or Termination", IV. 1'AYMENTS A, PAYMENTS TO COLLEGIATB. City sha(1 pay to Collegiate the sum specified in Article 1I after the effective date of this Agreement. B. EXC�SS PAYMENT, Collegiate shall refund to City within ten (10) working days of City's request, any sum af money which has been paid by City and which City at any time thereafter deterrnines; ]) has resulted in overpayment to Colle�iate; ar 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 a�rees to participate in an implementatian and maintenanee�system whereby the services can be continuously monitored. Collegiate agrecs to make available its bank statements for review by City at City's discretion, In addition, Coilegiate agrees to provide City the following data and reports, or copies thereof: A, An explanation of any major changes in pra�ram serviees. B. To coxnply with this section, Collegiate agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status af funds received and lhe services performed under this Agreement. Collegiate's record system shall contain sufficient documentation to provide in detail fisll suppart and justification for each expenditure, Collegiate agrees to i'etain all books, records, documents, reports, and written accounting pracedures pertainin� to the services provided and expenditure of funds under this Agreement for tive years, C, Nothing in the above subsections shall be construed to relieve Collegiate of responsib�lity for retai�iin� accurate and current records that ciearly refiect the level and benefit of services provided under this Agreement. �:,- S:1Lcgaiiaur bacutncnts\Contracls\i4tScrv Agr - Collegi¢t6 Enlreprenours' (?rg of UN'l',doc VI, MEETINGS Minutes of all meetings of Collegiate's governing body shall Ue available to City within ten (10) working days of approval. Vll. TERMINATIUN The City may terminate this Agreement for cause if Collegiate violates any covenants, agreements, or guarantees of this Agreement, the Collegiate's insolvency aP° filing of bankruptcy, dissolution, or receiverslaip, or the Collegiate's violation af any law or regulation to which it is bound under the terms of� this Agreement. The Gity may terminate this Agreement for other r�.asons not speci�cally enumerated in this para�raph. VIII I�R [.1� _,�[.., t��'k'�i�"��li'�"`� �1�1� �`�1��'L��,��, �Vi �'��1 iT�1W'� A. Colle�iate shall comply with all applicable equal employment opportunity and affirmative action laws or i°e�ulations, B, Collegiate will furnish all informatiotl and reports requested by City, and will permit access to its boaks, records, and accounts for purposes of investi�;ation to ascertain compliance with local, State and Federal rules and re�ulations, C. in the event of Collegiate's noncompliance with tk�e nandiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Colle�iate may be barred from further contracts with City, IX. WARFtANT1ES Collegiate represents and warrants that: A. All inf"ormation, reparts and data heretofore or hereaf�er requested by City and furnished to City., are complete and accurate as of the date shown on the infarmatian, data, or repart, and, since thAt date, have not undergone any significant change witllout 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 oi'Collegiate on the date shown on sa►d report, and the results of the operation for the period covered by the report, and that since said data, there has been no matecial change, adv�;rse or otherwise, in the financial conditian of Collegiate, C, Na litigation or legal proceedings are presently pendin� or threatened against Collegiate. Page 3 S;if.egad\t)ur pocuistenlsl("ontractstd 4lServ A�;r - C.ollegiate lsnlrepreiteurs° Orb ol' 11N"f',doc D. None nf the provisions herein contravenes or is in conflict with the authority under which Collegiate is doing business or with the provisaons of any existin� indenture ar a�reement af Collegiate, �, Collegiate has the power to enter into this Agreement end accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement, F, None Uf the assets of Collegiate are subject to any lien or encumbrance af any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Collegiate to City. Each ofthese representations and warranties shall be continuing and shall be deemed to Ilave been repeated by the submission af each request for payment. X. CHANGES AND AMENDMLNTS A, Any alterations, additions, ar deletions to the terms nf this Agreement shall be by written amendment executed by bath parties, except when the terms of this flgreement expressly provide that another method shall be used. B, It is understood and agreed by the ��ti�� c:r�i� t��$rt c�'t�t�� ' t1��: �t.�tt�� 1'�de�� '� local laws or re�ulations pursuant hereta may oc�us° ��`ir�� tt�� tc�°i�� r�f i��s� �1�1"e�.g��fi�t• �� .«�� modifications are to be autamatically incorporateci ss�� t€�� r��n��tit w��thc��t �v�`iti�t� ��er��z�e��t hereto, and shall beconne a part of the Agreem��t c�� t�� '�ec�i�'e c��t� ��I�� ° ��• �gx�"�'` regulation. C. Collegiate shall notify City af any changes in personnel or �overtlii�g board compasition, XI. 1NDEMNIf�1CATION To the extent authorized by 1aw, the C:ollegi��t� �.��;�� tc� "sia�lemnify, hold harmless, and defend the CITY, its afficers, agents, and etnployees fi•om �s�cl ��i��t ��}� and all claims or suits for injuries, damage, loss, or liability of whatever kind or ch��tc�m, �a�'isi�� out of or in cotulection with the perforrnance by the Collegiate or those services contemplated by this Agreement, includin�; all such claims or causes af 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, CONF'LICT OF iNTEREST A. Collegiate covenants that neither it nor any member of its governing body presently has any interest, direct ar indirect, which would conflict in any m.anner or degree with the performance of services required io he performed unc�er this Abreement. Cnllegiate further Page 4 •+ . � , * . � covenants that in the performance of this Agreement, no person havin6 such interest shall be employed or appointed as a member af its governing body. B. Colle�iate further covenants that no member of° its �;overning body ar its staff, subcontractors or employees shal I passess any interest in ar use his/k�er position for a purpose that is or gives the appearance of bein� motivafied by desi�°e for private gain for hitnself/herself, or others; particularly thase with which he/she has family, business, or other ties. C, No ofiicer, member, or employee of City and no metx�ber af its governing body who exercises any funLtian or resparYSibilities in the i•eview ar approval of the undertaking ar carryin� out of this Agreement shall participale in any decision relating to the Agreement which aff'ects his personal interest ar tlle interest in any corporation, partnership, or Collegiate in which he has direct or indirect interest, XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this A�reement shall be deemed to havc 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 nr facsimile, addressed to Collegiate or City, as the case may be, at tl�e following addresses: CITY COLLBCIIATE City of Denton, 'I�exas Attn: City Manager 215 E. McKinney Denton, TX 76201 Clarissa Redwine, President Callegiate �ntrepreneurs" Or�, 1551 Union Circle De�iton, TX 76201 Either �arty may change its mailing address by sending notice of chanbe of address to tl7e other at the above address by cez°ti�ed mail, return receipt requested. XIV. MiSCELLAN�;0U5 A, Collegiate shall not transfer, pledge oi• otherwise assign tlais A�reemez�t or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or otlter financial institution withvut the prior writicn approval of City. B. Ifany provision of this Agreement is held to be invalid, illegal, or unenforeeable, the remaining provisions shall remazr� in full force and effect and continue to canform to the original intent of both parties hereto. C;. [n no event sliall any payment to Collegiate hereunder, or any other act or failure af City to insist in any one ar tnore instances upon the terms and conditians of this Agreement consti- tute or be construed in any way to be a waiver by City oi'any breach of covenant or default which may then or subsequently be committed by Colle�iate. Neither shall such payment, act, or amission i'age S S;1Legnl\Our Dncuinenls\Ganirec(s1141Serv Agr - Collegixle I:nlreprencurs' Org oi' UN'I',doc in any manner impair or prej udice any ri�;ht, power, privilege, or remedy available to City to enforce its rights hereundex, wltich ri�hts, pawers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect af this provision. D� This Agreement, to�ether with referenced exhibits and attachtnents, constitules the entire agreement between the parties hereto, and any prior agi°eenaent, aSSeCil011, statement, understanding, or other commitment occuri°ing during the tertn of this Abreement or subsequent thereto, have any legal force or ef'f`ect whatsoever, unless pi•operly executed in writing, and if appropriate, recorded as an amendment ot'this �1�reement, E. This Agreement shal] be interpreted in accordance with the laws of the State of'Texas and venue of any liti�;ation concernin� this Agreetnent shall be in a caurt of campetent jurisdictian sitting in Denton County, T'exas. IN WITNESS WHEREOF, lhe ��°t��s do hereby afi►x ih��° ��natures and enter into this Agreement as ofthe �,�� d�y af ;. ��„r�"�. _ p 2t� ,�'�� . ATT�ST: JENNIf I;R WAL'1'ERS, CITY SECR�TARY B . �. � B Y. �� 1�]'� VED �� "C� LEG/�I. FORM; ANITA BUItGESS, C1TY ATTORNEY ,, f. , . � . , .� , �Y; ,_a ��'�_r '._P.—� _._, ��. _,.�� .�.� _�.�.. � m. ..�_._ .` C1'I'Y OF DEN1"ON o.., �� ..� �a , �` ��, �.� � W� �"� ��.�,�.�,�,�,,, ....... � � �� C�L;t� ;,CwE C", CAMPLiELL, �"I��' MANAG�R COLLEGIA'I'L ENTRC,PREN�URS' ORG, . �j ,�� , � . �rl�r�l,�: President I'age 6