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2017-039S:\Legal\Our pocuments\Ordinances\l7\serv agr-Denton African-American Scholarship Poundation Ord.doc �r� . .. . � � � �' c�..w �.■ •...�.� ��.� 1 � � �' • � �' � �' • � � c • �' i � /' � ` � /' / '� � � � � �' � � • � � •; , t � • � r, • � •; ,, � � ' � � c � � � �, � � � � / � �' � � � � � • ! . � t ' 1 t WHEREAS, the City Council of the City of Denton hereby finds that the Agreernent between the City and the Dentan African-American Scholarship Foundation, Inc. for the purpose af hosting the Denton Black Pilm Festival, attached hereto and made a part hereof by reference (the 66Agreement99), 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 prearnble 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 aut 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 upan its passage and approval, �. � � PASSED AND APPROVED this the � m � day of ��°�-�,��""�� _��..�- _ 20�� —� ��:-- '' �,..,,. ``�a ,`� � ",�\� �� 4. ..�' . ..,� CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: _` ��'r��Fr-�` .,`��'�.�° �_��.�'��'��`�.',�_�� ....� � . � . �• . . ; • . �• �� BY: r�-.,.��., �� . � � � ;� �� s:\IegAl\our documentsicontractsU 71serv a�r-denton africen american scholarship foundation,doc . . : 1 1 1 1 � � ,, . � , , . � , � , . � � � . � 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 Denton African American Schalarship Foundation, a"I'exas Non-Proiit Corporation, hereinafter referred to as "Foundation"; 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 paying for contractual services; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORF,, the parties hereto mutually agree as follows: I. SCOPE OF„ SERVICES Faundation shall, in a satisfactory and proper manner, perforrn the follawing tasks for which the monies provided by City may be used; The funds being provided shall be used by the Foundation for expenses related to the 2017 Denton Black Film Festival. II. ��I�ldl[��.TJ`IC]3'�� =' iA�1�J�1I7�,'l"J(�� In consideration of the receipt of funds from City, Foundation agrees to the following terms allC� COriC�It1011S: A. Two Thousand, Fifty Dollars and no/100 ($2,050.00) shall be paid to Foundation by City to be utilized for the purposes set forth in Article I, B. Foundation will maintain adequate recards to establish that the City funds are used for the purposes authorized by this Agreement. C. Foundation will permit authorized officials of City to review its books at any time. D. Upon request, Faundation will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Foundation will not enter into any contracts that would encumber City funds for a periad that would extend beyond the term af this Agreement. s:\Icgel\our documcnts\contracls\17lserv agr-dcnton african american scholarship foundation doc P. Foundation will appoint a representative who will be available to meet with City afficials when requested. G. Foundation will subrnit ta City copies of year-end audited financial staternents. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Foundation within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2017 unless the contract is sooner terminated under Section VII "Suspensian ar Termination". A. PAYMENTS TO FOUNDATION. City shall pay to Foundatian the sum specified in Article II after the effective date of this Agreement. B. EXCBSS PAYMENT. Foundation 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 Foundation; or 2) has not been spent strictly in accordance with the terms afthis Agreement; or 3) is not supported by adequate dacumentation to fully justify the expenditure. V. F..VALUATION Foundation agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Foundation agrees to make available its financial records for review by City at City's discretion. In addition, Foundation agrees to provide City the fallowing data and reports, or copies thereof: A, All external or internal audits. Faundation shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or intemal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Foundatian agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services perfarrned under this Agreement. Faundation's record system shall contain sufficient documentation Page 2 s:\Icgalloue documcnts\contracts\17�Serv agr-denlon african amcrican scholarship foundalion.doc to provide in detail full support and justification for each expenditure. Foundatian agrees to retain all books, records, documents, reports, and written accounting pracedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsectians shall be construed to relieve Foundation of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS During the term of this Agreement, Foundatian shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a part of the subject matter of the meeting. Such notice shall be delivered to Ciiry in a timely manner ta give adequate notice, and shall include an agenda and a brief description af the matters to be discussed. Foundation understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Foundation's governing body shall be available to City within ten (10) working days of approval. VII. TER.MINATION The City may terminate this Agreement for cause if Foundation violates any covenants, agreements, or guarantees of this Agreement, the Foundatian's insolvency or filing of bankruptcy, dissolution, or receivership, ar the Foundation's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement far other reasons not specifically enumerated in this paragraph. VIII. l; [Jltl. C)��]'f��7��.��f"�"Y �N[� C't��t�6��i�l��?� "'�v'[TI� L�LW� �.._.� _ A. Foundation shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Foundation will furnish all information and reports requested by City, and will perrnit 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 Foundation's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Foundation may be barred from further contracts with City. IX. ''�iAI� l�'i�°l°iE�`� Foundation represents and warrants that: Page 3 s:\Icgal\our documents\conlrocls\ITscrv agr-dcnlon aFricen american scholarship foundation,doc A. All information, reports and data heretofore ar hereafter requested by City and furnished to City, are camplete and accurate as of the date shown on the infarmation, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supparting fnancial statements heretofore requested by City and fumished to City, are complete, accurate and fairly reflect the financial conditions of Foundation on the date shown on said report, and ihe 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 Foundation, C. Na litigation or legal proceedings are presently pending or threatened against Foundation. D. None of the pravisions herein contravenes or is in conflict with the autharity under which Faundatian is doing business or with the provisions of any existing indenture or agreement of Foundation. E. Foundation has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to autharize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Foundation are subject to any lien ar encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Paundation to City. Each ofthese representations and warranties shall be continuing and shall be deemed to have been repcatcd by the submission of each request for payment. X. C.%3r�.I�Ci�� i �NI� �M�N�lV1I1�°l�� A. Any alterations, additions, or deletions to the terrns of this Agreement shall be by written amendment executed by both parties, except when the terms af 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 Agreernent. Any 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 specified by the law or regulation. C. Foundation shall notify City of any changes in personnel or goveming board composition. Page 4 s:\legal\our documcntslconPracts117�serv egr-den[on african american scholarship foundation.doc XI. INDEMNIFICATION To the extent authorized by law, the Foundation agrees to indemnify, hold hatmless, and defend the CITY, its ofticers, 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 Foundation or those services contemplated by this Agreement, including all such claims or causes of action based upon comrnon, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Foundation, its officers, employees, agents, subcontractors, licensees and invitees, XII, �`�I°<1F"L1�;`I" ��° II� I"LI��::��" A. Foundatian 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 ta be performed under this Agreement. Foundation 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. Foundation further covenants that no member of its goveming body or its staff, subcontractors or emplayees shall possess any interest in or use his/her position for a purpose that is ar 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 na 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, ar association in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or perrnitted to be delivered under the terms af 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 Foundation or City, as the case may be, at the following addresses: C1TY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 Fax No, 940.349.8596 •'1 � • t Harry Eaddy, President Denton African-American Scholarship Foundation, Inc. P.O. Box 1217 Denton, TX 76202 Page 5 s:\legal\our documents\conlracts\l7lserv agr-denlon african amcrican scholaeship foundation.doc 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. Foundation shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any parly or parties, bank, trust company or other financial institution without the prior written approval of City, B. If any provision ofthis Agreement is held to be invalid, illegal, or unenforceable, the remaining provisians shal! remain in full force and effect and continue to conform to the original intent of both parties hereta. C. In no event shall any payment to Faundation hereunder, or any other act or failure of City to insist in any one or more instances upon the terrns and canditions 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 Faundation. 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 af 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 le�al 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 af any litigation concernin� this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WI'TNESS WHEREOF, t17� m� t�� do hereby affix their signatures and enter into this �� "` �`�� , �, Agreement as of the __�� _ day of _� � 20 l� . � � � �.��_�.. , . �. �h� r' TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: , ��,� �� F � �� `��. � � Page 6 s:\legallour documents\contracts\171serv agr-denton africen american scholership faundetion.doc �...� � � �' �., , . . ` • � , . � BY: �,��'��"-�`°',.� ,.,��"�"�� .W... � �� - —„�''-� �-��M..... � ! ` R � � � � . ♦ � � � � � � � .. . , ..... � � '��: k � ��.. , ��':. �. � ��; . � , y . '