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2010-067FILE 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.IOt~~~ Daeumentslbrdinancesll0lTejas Storytelling Assoc Ordinance.doc CE NO. X010-0~7 CRDINAN AN ORDINANCE CF THE CITY CF DENTGN AUTHORIZING AN AGREEMENT BETWEEN THE CITY CF DENTGN, TEAS AND THE TEJAS STORYTELLING ASSCCIATICN FOR SUPPLEMENTAL FUNDING FOR ENTERTAINMENT AT THE TE~.A.S STORYTELLING FESTIVAL; PROVIDING FOR THE EXPENDITURE CF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Tejas Storytelling Association the "Organization"}provides for the annual Te j as Storytelling Festival including the ~D I 0 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; NO~U, THEREFORE, THE COUNCIL OF THE CITY OF DENTGN 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 ofthe 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, PASSED AND APPROVED this the day of , 2010, g~ MARK A, ~U GIB ,MAYOR ATTEST. JENNIFER FALTERS, CITY SECRETARY BY; APPR~ ED AS O LEGAL FORM; ANITA BURGESS, CITY ATTORNEY ',y BY. ~ . �:�7o��n��x� �nd ��i�b�t� �IIi��QCaI ��si�`��p�rar� �ntern�t ��1�1�a��e�t.��.`�"15��t��nt�� °'f��4�T�j �s�fa�4�i4��l�i��. �. c��c ��.�� .� �gr��m��.� �� r�� te�� n�� a�.�. �et��. t�� it� �f��t�r�, `�`��, �. ��r�� .�� .��.� ��.��.� �e�e��.�� :� �t��►� � �.�. ��:� �'��.�� i��.�� . �'�� I��"�� .�� af�� t� �.� ��`�� .� � �� .��a�i�t�.��.": ��.�, -�� .�.s ��ter�� .t t�� O�s�� r ��rvi�� n�r�t� �s�i��.r�� d �c��. ��r��e �e��. ��r�� .�.�� p��d.��. ��.�.�� e� �� e �� El��, t�.� .��e�� e�•v�s �. �r�.�� .�.��.� �.�.�. ��b�i� ��pa�� .��. �� r� t�e ��.�� t �� .ai� ��u��. �.�. ��r.� ��.��.� �.��.� �� i�, ��.��.� c�� .�� ', T�E1�F��, t1�e ��-�� r�t� m.�t�a�� '��l��r�� t ��{�I�� F ��.�� `T�� s ��-yt�I1��g ��1a��r� �h�.�I ��. � ��.tisf�.�t�� .�� -�� 1• ��c�'��. �� .��-�a f��• �� -� ��+��. �� .� �� -��: �� f�n�� b�in� pr��d ��a�� e �.sec� �� Tej as �t��te��r�� .��s€��at��. t� �s�st �1th t�� ost �� .��ne�.� fees. I�. ��I��.T��I�T� �� T��A.� �Tt31�.�TE�..3..�,��- .�,.� 5��.T`�� In ��r��d�rati�n �fth� r��t �f fund� �ror� �i�F, `�� as ��or�te�� s�o��atian �.gr��s ta the ��1�� t�� . ��.�.��.�i��: �.: Fi�� Iu�.�re� �'i� I��1ars ar�� n��1 �4 ��5 � 4.�� ia�� e pai� �t� Te,� �.s ��o�e�1�r�� .��i��i�r� �.� �i� t� b� �.��i�� f��• t�� z�r�� a��. � .�� . B. �i��5 �t�1'��.�3..� �.�5��..��.(��l �1�� i1�.�1t�� .C��l�d�� `��1•�s to �s��.�� h�.� t�.� �1� �� .s�� r ��ie �� .�.��. ��r ��i�� .�.��r��i�. �. T�} as ��r��1��r�g �s��,-t�� .�1 per�mlt au��ar��e� �f�'��a�s ��' +�i� �o r�vi�v�,� i�� o�� .t ��:� t�rr��, �. �T�or� r��t, T�j as ��te�� s�Q�iatl�n �.��11 pr��de t� �i� its �� La�s and a�.� �f ��s �.�� . ��.��.�i�� t��:� ��:� �� ra.�.� �� .i� �►.��. �= T�j�.� ��r��Ili�1g �..�s�ci�f��n �r�� er�t�r �r�to a�� c�n-��.c�s t�at ��u�� .�nber �� f�.�r�� r � ��i�� t ��.��. ��t�r�� r�.�. t�� ' �� g��r�t. Te~ as Sto ~ellin~ .Association. appoint a representative ~~fho be available to n~.et~ ~ ~ ~ ~it~1 its ofrc~als ~e~~~e~se~ e~~in AsoG~a~.on su~bn~t to pity copes of yearend audited ~nanciat Texas Staryt ~ s~atenle~.~•sr B~. TIME ~F PE~Q~.~IA~GE The services funded ~ T ~i shall be undertal~en and co.pleted by ~rgani~ation ~rithin the ~ ~ following ~i~ne frar~.~~: 1 throe ~ Se te:mber 30 ~4l o, unless the contract is sooner tenninated under March Z~ o p Section ►'Suspension ar Term~.ation", PAYi1~ENTS A, PAYMENTS T~ T~J.AS ~T~IRYTELLING ~.~S~~~A'~'I~N. City shall pay to Tejas Stor~~telling A~ssoc~ation the ~sun~ ~~pecified A~~ic~e B after the effective da4e cif th~~s .A~reemc~:t, B E~CE~S PAYMENT. Te' as Sto e~~ing Association sha~~ refund to ~~ty within ten ~ ~ ~uorl~in da s of ~i 's re uest~ any sum of n~.oney ~~.ch has been paid by pity and which pity at any ~ y ~ ~ time thereafter determines ~ has resulted in overpay~.ent to Tejas Storytelling Association; ' ~ has not been spent strictly in accordance with the terms of this Agreement; or ~ is not su orted b adequate documentation to fully justif~~ the expenditure. ~ ~ ~r E~ALUATI~N Te' as Sto ellina Association agrees to participate in an implementation and maintenance ~ r ~ T s stun ~rhereb the see°~iee~s can be cont~uausiy ~.onito~jed, Te~a~s ~to~yte~~rng A~ssae~a~~c~n ~ y aloe available its financial records for review by pity at City's discretion. addition, Te j as to nr 1~~. Assoclation a ees to rovide the following data and reports, or copies thereof; Storyte g p tY Ar Ail external or internal auditsr Teas Star~telling Association shall submit a copy of the ~~,~u~.l independent ~.udit to Cif ~iithin ten a~ da~~ of receipt B. All external or internal evaluation reports, An explanation of any major changes in program servicesr D r To com 1 Frith this section, Te' as Storytelling .Association agrees to maintain records that py ~ ' ~ rjovide accurate eu~rent se~ aratey and complete d~sclosucr•e ofthe status offends ~ece~ved end w~.ll p ~ p ~n•rYCa, ~ n-~ the services performed under this Agreement. The record system ofTejas Storytelling Association shall contain ~suff~cient documentation to provide in detail fui.l su~p~p~rt and jus~ificafi~n fir each expenditure, Tejas Storytelling Association agrees to retain all baa~s, records, dacun~ents, reports, and written acGaun~ing procedures pertaining to the services provided. and expenditure of funds under this Agreement far five years, E. Nothing in the above subsections shall be construed to relieve Tejas Storytelling As~sac~at~~on Qfre~spans~bllity fay' retaining accurate and current records that clearly reflect the level anal benefit of services provided under this Agreement. ~'l, DI~ECTaRS' MEETINGS During the term of this Agreement, Tejas Storytelling Association shall deliver to City copies of all notices ofn~.eetings of its ward ofDlrectors,setting forth the ~im.e and dace thereof wherein this pragran~ is a part of the sub j ect matter afthe 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 Qf the matters to be discussed. Tejas Storytelling Association understands and agrees that City's representatives shall be afforded access to all meetings of its Baard of Directors. Minutes of all meetings of Tej as Storytelling Association' governing body shall be available t~ City within ten ~ 1 worl~in.g days ofapproval. vII. TERMINATIQI~ The City may te~Tn.inate this Agreement for cause if Tejas Storytelling Association violates any covenants, agreements, or guarantees of this Agreement, the Tejas Starytell~ing Association insolvency ar filing ofbanl~ruptcy, dissolution, ar receivership, or the Te jas Storytelling Association' violation of any law ar 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. E UAL ~PPORTUNIT~ AND CaMPLIANCE wITH LAwS A. Tejas Storytelling Association shall comply with all applicable equal employment o~po~~tunity a~~d affirmative action laws or regulation~~. B, Tejas Storytelling Association will furnish all information and reports requested by City, and will permit access to its boobs, records, and accounts for pu~~poses 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 nan~discrimination requirem~en~ts, the Agreement nay be canceled, terminated, or suspended in whole or in part, and Tej as Storytelling Association m.ay be barged from. further contracts with City. p n rrn ~ n-~ ~ Thus ~t~~.`~~i~l~iin~ .ss~~'~atlon repr~escnts ~.nd ~~~~.~~'~nts that All inforn~atian, ~•epas and data heretofore or hereafter requested b~ ~it~ and f~.~nished to ~t~, ~~e e~tnp~ote and ~cc~.~•ate as ofthc date shaman the nf~rrna~ion# d~.tas of ~~pa~t~ ands slliL~L~i 411~L d~~~~ h~~Ye l.i~~ ~u~.3.1eig4J~ie LJ.i~.~ ~ig~illt~ral~Lir~fLllige ~~Y~.~~ila~l, ~i~~e1! ~L►~~~~ ~i.! Vii: ..n~ supposing f nanelal statements heretofore requested. b~ City and furnished to ~~i~, at;e ca~~iplete, acc~~~.te and fairly ~eflcct the fin~.ncal c~nditia~s of Tejas ~t~r~rtcll~ng Association on the date shown on said. report, and. the results of~ne operation for the period covered the report and that since said data, there has been no material change, adverse or othe~~vvise, ~n the financial condition of Tejas ~tor~telling Association. No litigation or legal proceedings are presently pending o~• threatened against Teas ~t~rytcl~ing A.s~saca~ia~~, D, None of the pravxsians herein contravenes ar is In conflict with the autharlty under which Tejas Storytelling ,Association is doing business or with the provisions of any existing indenture or aree~.e~.t of Te jas Storytelling Association. E. Tejas Stoptelling Association has the power to enter into this Ag~.•eem.ent and accept payments hey+eun~e~•a ~n.d h~:s then X11 neces~~ar~ ~.eti~on to ~.uthoi~.~e such -aeeept~ce under the te~~~ and conditions of this Agreement. F, None of the assets of Te j as Storytelling Association a~°e subject to an~~ lien ar ~~cu~.brar~c~ ~h~r~.eter~ ~~~cp~t far ~~~~~~t ~~~cs dcl~n~u~~:t, ~~~~pt sh~w~ i~r the financial statements furnished by Teas Storytelling Association tc~ ~ity~ Each of these representations and ~van•anties shall be continuing and shall be deemed to have been r~p~ated b~ -thc su~~i~sian ~~.ch rcq~~~t p~~~.~r~~F ~HAN~ES AND ANIENDNIENTS A. Any alterations,. additions,. ar deletions to the terms of this Agreement shall be by ~tte~. -aei~d~e~.t executed b~ b~~i parties, except when the terms of this Ag~eee~.t e~pre~~l~r provide that anothe~• method shall be used, 'I B. It is understQOd and agreed bit the parties hereto that changes in the Mate, Federal or i~c~.l l~~s ar r~gul~-tia~.s p~.rsu~~.n~ hcr~ta tray occur during ~h~ ~e~rn af~his Agree~~n~t. Ar~y such m.adif~cations 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 la~v or reg~.~latian, n rr n n'~ C. Teas ~t~rytelling Association shall notif~~ City of any changes in personnel or ~~w~g ~~ard c~mposifion. INDEMNIFICATION To the event authorized by la~~r, the Te j as Storytelling .Association agrees to indenu~f~~, hold l~~ess, end defend the ~IT~, its of~.ce~s, agents, anal ~rn~layees from nt~d against any and x,11 ar sets for injuries, damage, loss, ar liability of whatever bind ar character, arising out of or in connection with the perfo~•mance by the Tejas ~tarytelling Association ar thaw services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law,, or based, in whole o~• in part, upon allegations of negligent ar intentional acts of Teas t~~ytelling Ass~eiatian~ its ~f~cer~-, ~pl~~ee~, ~,ge~.t~ ~~bc~t~~~.~t~~~-, ~censees -a~.d ~.vite~~ III, CONFLICT OF INTEREST A. Ted as Storytelling Association covenants that neither it nor any member of its governing ~~~y presentf~ has aril ~t~rest, ~:irect ~r ~n~:ire~t, whi.eh would e~nfl.iet i~ ar~y nner ~r degreewith the performance of services required to be performed under this Agreement, Ted as Storytelling Association further covenants that in the performance of this Agreement, no person having such interest shall be endplayed ar appointed as a member of its governing body, B. Tej as Storytelling Association further covenants that no member of its governing body ar its staff, s~be~ntraetars or ~~.pleyees shah possess any innterest i'n cr use hisser p~si~ti~n. f~~ purpose that is ar gives the appearance of being motivated by desire for private gain for himselflherself, or others; particularly those with which helshe has family, business, or other ties. C. No officers. ~nember, or employee of City and na membe~• of its govez•~~ing body who -~~ercises ~y fut~~tioti ar ~es~arisibilities in the review ar ~pp~~v~ of the u~idertak~i~.g ~r ~a~i~ag ~~tt of this Agreement shall participate in any decision ~•elating to the Agreement which affects his personal interest or the interest in any corporation, part~~ershxp, or association in which he has dirc~~I or indirect interest. VIII. NOTICE Any notice ar other written instrument required or permitted to be delivered under the terms of this Agree~.ent shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certif ed, return receipt requested, a~• via handrdelivery ar facsimile, addressed to Tejas Sta~•ytelling Association ar City, as the case maybe, at the following addresses; ~nrtA ~ tti'~~ ~IT~ TEJAS ST~3~TELLINC~ ASS~C1rAT~~N City of Denton, Texas Elisabeth Ellis, Executive erector Ain: ~i~Y ~~ge~ T~jas Stofytelling ~ssoc~:ti~~ ~ E. Icl~inney P,~, Box ~5~~ Denton, T'X ~~2~1 Denton, ~ 7~2~~ ~axNa, 9~~.~~~,S~~l Fax No. ~40,38~.~3~~ Either pare may change its mailing address by sending notice of change of address to the other the address ce~ti~ed ~.a,il, rc.rn receipt req~e~ted~ ~IIS CELLANEOUS A. Ted as Storytelling Association shall not transfe~•, pledge or otherwise assign this :Agree~ne~t y i~ite~~est thee.; y cl~.i. ~i~~.g the~eur~der t~ ~y ~.rty ~a~ti-, Via, t~~~~ oompany or other financial institution without the prig wi7tten approval of City. B. ~f any provision of this Agreement is held to be invalid, illegal, or unenforceable, the ~•ernaining pro~.slons shall ~~erna~. in full fog#ce and effect and continue to confo~~n to the o~i~~:a~l intent of both parties hereto. C. In no event shall any payment to Ted as Storytelling Association hereunder, or any other act or failure of pity to ~.sist in any one o~ ~.o~e instances upon the tens and cond~ti~~ns ~f this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant ar default which may then ar subsequently be conunitted by Teas Storytelling Association, Neither shall such payment, act, or omission in any n~.anner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, p~ivilege~~ or ~e~edies ~=e always ~pecificalty p~eserved~ Na rept~ese~tative a~ ~age~t of Cif tray waive the effect of this provision, D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the p~:rties hereto, and any prior agreement, assei~ion, stat~~.ent, understanding, 01• other commitment occurring duping the term of this Agreement, or subsequent thereto, have any legal farce 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 and litigation concerning this A~ree.ent shill be in a court of capetent,~u~yisdiction ~itti~~~ in Denton County, Texas. n rxn ~ ~ ~TNE~~ ~ QF~ ~h~ ar~i~s h~~~b~ aff ~ ~h~~~ s~gnature~ ar~d e~t~r info PACED AND APFRQ~ED the ~ ~a ~f , ~ ~~1D. Y A. _ ~H~, MAYQR ATTE~~'; ~E~~FER ~Ai~`~ER~, CITY ~E~PE3~ARY APPR ED AS Q LEGAL FARM: ABTA ~~R~E~~, ~~T~ ATT~R~E~ TEJA~ ~TOR~TELLINQ AS~Q~~AT~Q { ~ ~ i.J 1 ~ '6 3~ EL~.A.~ EL~~~ EE~L~ E D~RE~TQR i ATTE~~`: ~Y: ~E~RETAR~ ~ ~