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Res 023-2016 3/1/2016Resolution No. _23-2016_ Resolution authorizing the City Manager to execute a Memorandum of Understanding between the City of Wichita Falls and the Wichita Falls Alliance for Arts and Culture to oversee grant allocations through Hotel Occupancy Tax funding WHEREAS, The Alliance was created in 2015 to strengthen and elevate the arts and cultural resources in the city, including all the visual, performing arts and cultural organizations and individual artists; and, WHEREAS, The Alliance is the leading advo cate for inspiring participation, support, appreciation, and leadership for quality arts and arts education programs; and, WHEREAS, The Alliance promotes the arts through advocacy, publicity, funding, and policy development; and, WHEREAS, The Alliance works cooperatively with arts, cultural and community based service agencies to strengthen skills and infrastructure for arts organizations and artists to support high quality artistic programming; and, WHEREAS, The Alliance’s work encourages development and improvement of the community; and, WHEREAS, the City wishes to have The Alliance administer the City’s funding for the arts as well as perform the services provided as detailed below; and, WHEREAS, the arts funds used are receipts from the hotel motel occu pancy taxes; and, WHEREAS, the parties desire to reduce their mutual agreements to writing with this MOU. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WICHITA FALLS, TEXAS, THAT: The City Manager is authorized to execute a Memorandum of Understanding, in a form approved by the City Attorney, with t he Wichita Fall s Alliance for Arts and Culture. PASSED AND APPROVED this the 1st day of March, 2016. ______________________________ M A Y O R ATTEST: ____________________ City Clerk MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF WICHITA FALLS, TEXAS AND THE WICHITA FALLS ALLIANCE FOR ARTS AND CULTURE This Memorandum of Understanding (“MOU”) is made by and between the CITY OF WICHITA FALLS, a municipal corporation, hereinafter referred to as the “City,” of 1300 7 th Street, Wichita Falls, Texas 76301, and THE WICHITA FALLS ALLIANCE FOR ARTS AND CULTURE, a Texas non-profit corporation, hereinafter referred to as “The Alliance,” of 1 005 9th Street, Suite 102, Wichita Falls, Texas 76301. WHEREAS, The Alliance was created in 2015 to strengthen and elevate the arts and cultural resources in the city, including all the visual, performing arts and cultural organizations and individual artists; and, WHEREAS, The Alliance is the leading advocate for inspiring participation, support, appreciation, and leadership for quality arts and arts education programs; and, WHEREAS, The Alliance promotes the arts through advocacy, publicity, funding, and policy development; and, WHEREAS, The Alliance works cooperatively with arts, cultural and community based service agencies to strengthen skills and infrastructure for arts organizations and artists to support high quality artistic programming; and, WHEREAS, The Alliance’s work encourages development and improvement of the community; and, WHEREAS, the City wishes to have The Alliance administer the City’s funding for the arts as well as perform the services provided as detailed below; and, WHEREAS, the arts funds used are receipts from the hotel motel occupancy taxes; and, WHEREAS, the parties desire to reduce their mutual agreements to writing with this MOU. NOW THEREFORE, for and in consideration of the mutual promises and agreements contained herein, t he parties hereby agree as follows: ARTICLE I RECITALS AND PURPOSE Section 1.1 Recitals. The recitals set forth above constitute an integral part of this MOU and are incorporated herein by this reference as if fully set forth herein as agreements of the p arties. Section 1.2 Purpose. The purpose of this MOU is to set forth the terms and conditions under which The Alliance will work with the City and to set forth the obligations of each party. ARTICLE II TERM Section 2.1 Term. The term of this MOU shall begin on the date of execution, and shall end on __________. ARTICLE III PAYMENTS, SERVICES, AND RESPONSIBILITIES Section 3.1 Services provided The Alliance to the City. The Alliance will provide the following services to the City: 3.1.1. manage and review arts funds disbursements from City, ensure distributed funds are used for preapproved uses, and produce to City final reports and evaluations of all grants made using City funds to Wichita Falls arts and cultural organizations; 3.1.2. provide management and technical assistance support to all potential applicants to improve the quality of services proposed for the public; 3.1.3 provide promotional support to encourage participation in arts and cultural services to residents and visitors to Wichita Falls and the surrounding region. Section 3.2 Financial Statements. The Alliance shall provide a copy, at least quarterly, listing the hotel occupancy tax expenditures made by the Alliance. Further, the Alliance shall provide a copy of the preceding year’s financial statement to the City Finance Office following the end of each fiscal year. Section 3.3 Annual Appropriations. The provisions of this MOU which require the City to expend funds are expressly made subject to annual appropriation by the City. If, d uring any subsequent fiscal year the City shall fail to appropriate funds to pay for the services to be provided hereunder, then and in that event The Alliance shall have the option to terminate this MOU, and upon any such termination, neither party shall have any liability to the other arising from the otherwise unexpired term. Section 3.4 Separate Bank Account. The Alliance understands and agrees it is required to maintain the hotel occupancy tax revenue in a separate bank account that may not be comming led with any other account. ARTICLE IV ASSIGNMENT Section 4.1 Assignment. The Alliance is not authorized to sell or assign its interests in this MOU without the prior written consent of City. ARTICLE V INDEMNIFICATION Section 5.1 Indemnification. The Alliance shall indemnify and hold harmless City, its Agents and Employees from and against all claims, damages, losses and expense (including, but not limited to, attorneys' fees), arising out of or resulting from the performance of this contract, sustained by any person or persons, provided that any such claim, damage, loss or expense is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of property caused by the tortious act or negligent act or omission of The Alliance or its agents, employees or subcontractors. ARTICLE VI MISCELLANEOUS Section 6.1 Notices. All notices given hereunder shall be made by hand delivery or certified mail, return receipt requested, to the parties at the following addresses: City of Wichit a Falls Attn: _________________________ 1700 Third Street Wichita Falls, Texas 76301 Wichita Falls Alliance for Arts and Culture Executive Director 1005 9th Street, Suite 102 Wichita Falls, Texas 76301 Section 6.2 Change of Contacts. The Alliance agrees to notify City of any changes in its point of contact or the address of business correspondence, within thirty (30) days after said change. Section 6.3 No Partnership. City does not, in any way or for any purpose, become a partner of The Alliance in the conduct of its business, or otherwise, or joint venture or a member of a joint enterprise with The Alliance. Section 6.4 Non-Discrimination. The Alliance shall not on the grounds of race, color, sex, creed, religion, ancestry, national origin or disability discriminate or permit discrimination against any person or group of persons, in any manner prohibited by local, state or federal laws. The Alliance further agrees to comply with any requirements made to enforce the foregoing which may be required o f or by the City. Section 6.5 Waivers. The failure by one party to require performance of any provision herein shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this MOU const itute a waiver of any subsequent breach or default or a waiver of the provision itself. Section 6.6 Integration. This MOU and the agreements and documents referred to herein (including any exhibits and schedules incorporated herein) contain the entire ag reement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior agreements, negotiations, and understandings, whether written or oral, relating to the subject matter hereof. Section 6.7 Amendments. This MOU may only be amended by a written document duly executed by all parties. Section 6.8 Counterparts. This MOU may be executed in counterparts; each such counterpart shall be deemed an original and when taken together with other signed counterparts, shall constitute one MOU. Section 6.9 Entire Agreement. This Agreement, and the Exhibits and Riders, if any, attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions and understandings between City and The Alliance. The headings and numbering of the different paragraphs of this MOU are inserted for convenience only and are not to control or affect the meaning, construction or effect of each provision. The parties agree that each party has reviewed this MOU and has had the opportunity to have its counsel review the same. Section 6.10 Attorney Fees. If any action at law or in equity is necessary to enforce this Agreement, each party agrees to pay its own attorney’s fees and will not seek to recover its attorneys’ fees from the other party. The Alliance understands that pursuant to TEXAS LOCAL GOVERNMENT CODE §271.153(a)(3), the total amount of money awarded in an adjudication brought against a governmental entity for breach of contract includes reasonable and nec essary attorneys’ fees that are equitable and just. The Alliance expressly waives its statutory rights to recover attorneys’ fees as outlined in §271.153(a)(3). Section 6.11 Severability. If any provision of this MOU is held unenforceable by a court of competent jurisdiction, such holding shall not affect the remaining provisions of this MOU, which shall remain in full force and effect. Section 6.12. Governing Law. The laws of the State of Texas shall govern this contract, and all obligations hereunder of the parties are performed in Wichita County, Texas. Dated this _____ day of _______________, 2016. 
 CITY OF WICHITA FALLS, TEXAS THE WICHITA FALLS ALLIANCE FOR ARTS AND CULTURE By: By: Mayor Title: