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HomeMy WebLinkAboutR-2439-9-05RESOLUTION NO. 2439-9-05(R) ' A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN AGREEMENT BY AND AMONG THE TOWN OF FAIRVIEW, THE CITIES OF ALLEN, FRISCO AND PLANO AND THE ARTS OF COLLIN COUNTY COMMISSION, INC. FOR THE TOWN OF FAIRVIEW TO BE A "MEMBER" OF THE ARTS OF COLLIN COUNTY COMMISSION, INC.; AUTHORIZING ITS EXECUTION AND ALL OTHER DOCUMENTS THEREIN BY THE CITY MANAGER; APPROVING NON -SUBSTANTIVE CHANGES IN DOCUMENTS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Cities of Allen, Frisco and Plano (hereinafter referred to as "Owners") entered into an agreement to forth the Arts of Collin County Commission, Inc. (hereinafter referred to as "ACC") for the purpose of creating a performing arts center in Collin County, Texas; and WHEREAS, under the terms of the agreement, the Owners and the ACC may enter into interlocal agreements with other cities and towns in Texas (hereinafter referred to as "Members") to share in funding a proportionate share of the ACC's operation expenses (hereinafter referred to as "O&M Expenses"); and WHEREAS, the City Council has been presented a proposed Agreement By and Among the Town of Fairview, the Cities of Allen, Frisco and Plano and the Arts of Collin County Commission, Inc. to designate the Town of Fairview as a Member of the ACC to participate in a proportionate share of the O&M expenses, a ' substantial copy of which is attached hereto as Exhibit "A" and incorporated herein by reference (hereinafter called "Agreement"); and, WHEREAS, upon full review and consideration of the Agreement, and all matters attendant and related thereto, the City Council is of the opinion that the terns and conditions thereof should be approved, and that the City Manager shall be authorized to execute it on behalf of the City of Allen. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, THAT: SECTION 1. The terms and conditions of the Agreement, having been reviewed by the City Council of the City of Allen and found to he acceptable and in the best interests of the City of Allen and its citizens, are hereby in all things approved. SECTION 2. The City Manager is hereby authorized to execute the Agreement and all other documents in connection therewith on behalf of the City of Allen, substantially according to the terms and conditions set forth in the Agreement. SECTION 3. Any non -substantive changes in documents may be approved by the City Manager without passage of a new resolution. SECTION 4. The City Secretary shall forward a certified copy of this Resolution to the City Secretary of the City of Plano, the City of Frisco, and the Town of Fairview. ' SECTION 5. This Resolution shall become effective immediately upon its passage 1 DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF ALLEN, COLLIN COUNTY, TEXAS, ON THIS THE 27"" DAY OF SEPTEMBER, 2005. APPROVED: e v 1_ Stephen Terrell, MAYOR ATTEST: She TRMC, C! E�CRETARY Resolution No. 2439-9-05(R), Page 2 AGREEMENT BY AND AMONG THE TOWN OF FAIRVIEW, THE CITIES OF ALLEN, FRISCO AND PLANO AND ARTS OF COLLIN COUNTY COMMISSION, INC. STATE OF TEXAS ) KNOW ALL PERSONS BY THESE PRESENTS COUNTY OF COLLIN ) THIS AGREEMENT, is made and entered into by and among the TOWN OF FAIRVIEW, a Texas general law city (hereinafter referred to as `Town"), the CITY OF ALLEN, the CITY OF FRISCO, the CITY OF PLANO (hereinafter referred to as "Owners') and the ARTS OF COLLIN COUNTY COMMISSION, INC., a Texas non-profit corporation, acting herein through its duly authorized representative (hereinafter referred to as "ACC'); WHEREAS, the Owners have previously entered into an "Agreement by and Between the City of Allen, Texas, the City of Frisco, Texas, and the City of Plano, Texas Pertaining to the Creation of a Performing Arts Center in Collin County, Texas" (hereinafter the "ACC Agreement') to form the ACC, and as joint Owners of the ACC, the Owners have participated in the cost sharing for the various services and expenses necessary for the ACC's existence, and WHEREAS, the Owners fund that it is in the public interest to contract with other municipal governments within Collin Canty, Texas, for purposes of supporting the ACC, and that these municipal governments be deemed Members, and WHEREAS, the interlocal Cooperation Act, Ch. 791, TEXAS GOVERNMENT CODE, specifically authorizes local governments to contact for the provision of governmental services; and WHEREAS, Article IV of the ACC Agreement contemplated the addition of member units of local government who agree to pay a proportionate share of the operation and maintenance expenses for the ACC and, ultimately, a performing arts facility. NOW, THEREFORE, in consideration of the recitals set forth above, the Town, Owners and ACC agree to the terms and conditions set forth below: 1. SCOPE OF AGREEMENT The Owners have agreed to proportionate share of funding, based upon population, for rhe ACC's operation expenses (of a regional performing arts facility). Operation expenses include salaries, office supplies and space, utilities, professional services, maintenance costs, etc. ("O & M Expenses'). By mutual agreement, the Owners and the ACC may enter into interlocal agreements with other cities and owns in Texas to share in funding a proportionate share of the O & M expenses. 11. OBLIGATIONS a. The Owners and ACC agree that the Town shall become a member and participate in a proportionate share of O&M Expenses with no obligation for the Town to participate in any capital costs of the ACC for the duration of the this Agreement. The Town shall be designated as a Member of ACC and will receive benefits for its citizens and local organizations as developed C:nDm,mmraandS mngygodwvi.fevviewtewVunl SmmV\Tempmary Imu,e, Ffl.OLxST aM.w Ageemem REVISED RNAL9-14 OS .m�.d.dl.d by the Advisory Committee and Executive Director of ACC, subject to approval by the Owners and the ACC Commission. b. Beginning October 1, 2005, the Town shall pay, on a calendar quarter basis, from current revenues, a percentage of the annually budgeted O&M Expenses based on the projected 2010 population of the Town divided by the total 2010 population of all Owners and Members combined. The population estimates shall be obtained from the North Central Texas Council of Govemmems. c. The City of Allen ("Allen") or other designated Owner shall administer the funding provided by the Town. The Town shall make payment to Allen or other designated Owner within fifteen (15) days after n ipt of invoice. d. Allen or other designated Owner shall make all ACC accounting records, transactions and reports, including audit reports, available for inspection and copying by the Town during normal business hours. Ill. RIGHTS OF THE OWNER CITIES The Owners are units of local government that have contributed a share of the capital cost of ACC projects and who have agreed to be responsible for all other costs and responsibilities of ACC projects in accordance with the terms of the ACC Agreement. Among other rights, Owners shall have the rights enumerated in Article IB of the ACC Agreement, as it may be amended from time to time. In addition, the Owners have the right to unanimously consent to the inclusion of Members. IV. RIGHTS OF THE TOWN The To" under the terms of this Agreement is designated w a Member effective October 1, 2005. Members are units of local government who agree to pay on an annual basis a proportionate sham of O&M Expenses for the Project and ACC operational expenses. The amoum to be paid is based upon the population of the Town using the formula set forth in Article B(b) above. Members do not have any ACC Board of Director appointment rights. Members may recommend appointments to the Advisory Committee of the ACC and participate in recommendations for policies to the ACC Commission. Members shall be given preference in scheduling for the use of ACC facilities after Owners scheduling, and receive a reduced rate per an established schedule "Usage Policy" so long as the Member's fees and payments required herein are current. Members shall be recognized with Owners and other Members in ACC facilities and promotional materials as approved by the ACC Commission. Membership status is conferred by unanimous consent of the Owners and may be revoked by the Owners. V. IMMUNITY In the execution of this Agreement, the parties do not waive nor intend to waive any immunity or defense otherwise available against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the parties do not create any obligations, express or implied, other than those set forth herein, and this Agreement does not create any rights in parties who are not signatories to this Agreement. VI. NOTICES Unless otherwise instructed in writing, each party will send via certified mail all notices or communications to the other party at the following respective address: C:V]a ..w enA SNing.yaodwvi.ficvicwt«,.taw Saftm,�Temp 1m Fil.K)LKSTF cow Apeemem REVISED Mm 9-14 os.w., . . CITY OF PLANO P.O. Box 860358 Piano, Texas 75086-0358 Attn: Thomas H. Muehlenbeck, City Manager CITY OF FRISCO 6891 Main Street Frisco, Texas 75034 Atm: George Purdby, City Manager CITY OF ALLEN, TEXAS 305 Century Parkway Allen, Texas 75013 Atm: Peter Vargas, City Manager TOWN OF FAIRVIEW, TEXAS 500 S. Highway 5 Fairview, Texas 75069 Atm: John Godwin, Town Manager ARTS OF COLLIN COUNTY COMMISSION 305 Century Parkway, Third Floor Allen, Texas 75013 Atm: James Baudom, Executive Director VII. ENTIRE AGREEMENT OF PARTIES This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement. Any other agreement, statement, or promise that is not contained in this Agreement is not valid or binding. The parties agree that this Agreement and its attachments constitute the entire understanding of the parties. Further, the parties may only amend, supplement, modify, or cancel this Agreement through an executed written instrument. VIIL SEVERABILITY OF PROVISIONS In the event a term, condition, or provision of this Agreement is determined as void, unenforceable, or unlawful by a court of competent jurisdiction, the parties agree that such term, condition or provision is sevemble, and that the remainder of the Agreement shall remain in full force and effect. IX. GOVERNING LAWIVENUE The laws of the State of Texas govern the validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties. The parties agree that exclusive venue shall he in State District Court of Collin County, Texas. The parties agree to submit to the jurisdiction of said court. X. WAIVER No party may waive any covenant or condition of this Agreement without the express written consent of the other party. Failure by a party to enforce a breach of any prevision of this Agreement will not constitute a waiver of any subsequent breach of such provision. CImmrt Filns\01.071` kw Agreement HUSED FMA 9-10. 05 emrnEadL. XI. EFFECTIVE DATE AND CANCELLATION The effective date of this Agreemem shall be the latest date of any signatory. The Town may terminate its rights as a Member and its obligations herein by three (3) calendar years prior written notice to the ACC and the Owners. The Town agrees that its rights as a Member may be terminated by the Owners in accordance with the Terms of the ACC Agreement. XII. TERM The term of this Agreement shall be one year beginning on the last date of execution hereof and sball thereafter commuc on an annual basis unless terminated as provided herein. SIGNED AND EXECUTED on the dates specified below: CITY /0, , PLANO, .T/EXAS Thomas H Mue lenb k, City Manager Date: Authorized by esolution No. x005—�jZ 9 R� APP Z T O w.. CG aZ/ CITY OF PRISCO, TEXAS APPRDORM: 10 u � 1�iv George Phrefoy, City Manager Date: Authorized by Resolution No. bpi - OG - t c ( e CITY OFFAAJLLEN, Peter Varpa•, CIger Date: Authorized by esolution TOWN OF FAIRVIEW, TEXAS fobd Godwin, Town Manager Date: Authorized bound 09/06/05 OSm�eoded �doc SC^ UO`i �fivviewevalLonlSNmgalTm,�wery Warct Faa`,OLKSTFavview A,= REVISED FINAL 9.10. ARTS OF COLL COUNTY COMMISSION, INC. J.ve Director Date: J -14-0S Authorized by Resolution No. -- C:q).mvend SeninpajgMwm.fjewteimaV.ocsl SmM&TemPl TWm Fil"1 LK5TFe iew Agra UWSED FlN 9.10. 05+meode 1,.