2006-087S:\Our Documents\Ordinances\O6\Tejas Storytelling Assoc Ordinance.doc
ORDINANCE NO. 2Odl - d ~
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE TEJAS STORYTELLING ASSOCIATION FOR
SUPPLEMENTAL FUNDING FOR ENTERTAINMENT AT THE TEXAS STORYTELLING
FESTIVAL; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING FOR AN EFFECTPJE DATE.
WHEREAS, the Tej as Storytelling Association (the "Organization") provides for the annual
Texas Storytelling Festival including the 2006 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 oftheCity 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 2006.
~~~
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B
APP1t~VED A~ TO LEGAL FORM:
EDWIN M. SNYD ,CITY ATTORNEY
BY:
S:AOur DwumenisVContracGSV06ATejas StoryielGng Association AgmLdoc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
TEJAS STORYTELLING ASSOCIATION
This Agreement is hereby entered into by and between the City ofDenton, Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and the Tejas Storytelling Association, a
Texas Non-Profit Corporation, hereinafter referred to as "Tejas Storytelling Association":
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 as it will promote tourism and economic development within the City, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Tejas Storytelling Association shall in a satisfactory and proper manner perform the following
tasks, for which the monies provided by City maybe used:
The funds being provided shall be used by Tejas Storytelling Association to assist with the cost
of entertainment fees.
II. OBLIGATIONS OF TEJAS STORYTELLING ASSOCIATION
In consideration of the receipt of funds from City, Tej as Storytelling Association agrees to the
following terms and conditions:
A. Two Hundred Dollars and no/100 ($200.00) shall be paid to Tejas Storytelling Association
by City to be utilized for the purposes set forth in Article I.
B. Tejas Storytelling Association will maintain adequate records to establish that the City
funds are used for the purposes authorized by this Agreement.
C. Tejas Storytelling Association wil I permit authorized officials of City to review its books
at any time.
D. Upon request, Tejas Storytelling Association will provide to City its By Laws and any of
its rules and regulations that maybe relevant to this Agreement.
E. Tejas Storytelling Association will not enter into any contracts that would encumber City
funds for a period that would extend beyond the tenn of this Agreement.
F. Tejas Storytelling Association will appoint a representative who will be available to meet
with City officials when requested.
G. Tejas Storytelling Association will submit to City copies of year-end audited financial
statements.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
March 1, 2006 through September 30, 2006, unless the contract is sooner terminated under
Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO TEJAS STORYTELLING'ASSOCIATION. Clty Shall pay t0 TejaS StOrytelhng
Association the sum specified in Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Tejas Storytelling Association 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 Tejas Storytelling Association; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fullyjustify the expenditure.
V. EVALUATION
Tejas Storytelling Association agrees to participate in an implementation and maintenance
system whereby the services can be continuously monitored. Tejas Storytelling Association agrees
to make available its financial records for review by City at City's discretion. In addition, Tejas
Storytelling Association agrees to provide City the following data and reports, or copies thereof:
A. All external or internal audits. Tejas 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, Tejas Storytelling Association agrees to maintain records that
will provide accurate, current, separate, and complete disclosure of the status of funds received and
Page 2 of 7
the services performed under this Agreement. The record system of Tejas Storytelling Association
shall contain sufficient documentation 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 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, Tejas Storytelling Association 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 ofthe subject 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 Tejas 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 Tej as Storytelling Association violates any
covenants, agreements, or guarantees of this Agreement, the Tejas Storytelling Association 's
insolvency or filing of bankruptcy, dissolution, or receivership, or the Tejas Storytelling Association'
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 OPPORTUNITY 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 books, 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 may be barred from further contracts with City.
Page 3 of 7
IX. WARRANTIES
Tejas Storytelling Association 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 financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Tejas 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
fnancial condition of Tejas Storytelling Association.
C. No litigation or legal proceedings are presently pending or threatened against Tejas
Storytelling Association.
D. None 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 terms
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 taxes not 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 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. 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.
Page 4 of 7
C. Tejas Storytelling Association shall notify City of any changes in personnel or
governing board composition.
XI. INDEMNIFICATION
To the extent authorized bylaw, the Tejas Storytelling Association 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 Tejas 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, in whole or in part, upon allegations of negligent or intentional acts of Tejas
Storytelling Association, its officers, employees, agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Tejas Storytelling Association 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. Tejas 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 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 association 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 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 Tejas Storytelling Association or City, as the case
may be, at the following addresses:
Page 5 of 7
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
TEJAS STORYTELLING ASSOCIATION
Cristin Thomas, Executive Director
Tejas Storytelling Association
P.O. Box 2806
Denton, TX 76202
Fax No. 940.380.9329
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.
XN. MISCELLANEOUS
A. Tejas Storytelling Association 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 ofthis 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 Tejas Storytelling Association hereunder, or any
other act or failure of City to insist iri any one or more instances upon the terms and conditions of
this Agreement constitute or be constmed in any way to be a waiver by City of any breach of
covenant or default which may then or subsequently be committed by Tejas Storytelling Association.
Neither shall such payment, act, or omission ih 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 occumng during the term ofthis Agreement, or subsequent
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment ofthis 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 j urisdiction sitting
in Denton County, Texas.
Page 6 of 7
IN WITNESS W OF, the arties do hereby affix their signatures and enter into this
Agreement as of the day of ,e , 2006.
PASSED AND APPROVED this the '7' L~ day of /,~~~>~ , 2006.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
TEJAS STORYTELLING ASSOCIATION
BY: ~ ~
CRISTIN THOMAS
EXECUTNE DIRECTOR
ATTEST:
BY:
BOARD SECRETARY
Page 7 of 7