TexasYes*
Texas Department of Agriculture
July 13, 2006
Mr. R.B. Miller
Executive Director
Kerr County
4000 Riverside Drive
Kerrville, Texas 78028
Deaz Mr. Miller:
Texas Department of Agriculture
Susan Combs, Commissioner
PO. Box 12847 Austin, Texas 78711 Phone 512 463-7476 Fax 512 463-1104
For [he hearing impaired: Voice 1 800 735-2988 TDD 1 800 735-2989
www.[exasyes.org
Enclosed you will find an original copy of your executed Texas Yes! Hometown
STARS contract. Please keep in mind that the contract became effective July 7, 2006,
when it was signed by the Texas Department of Agriculture's Deputy Commissioner.
As you were notified, the Texas Yes! Hometown STARS Program requires that TDA
staff receive the executed Performance Contract for the approved applicants within the
time frame indicated on the instruction letter that accompanied the Performance
Contract and before the event being promoted occurs. The request to reconsider the
termination of the Kerr County Performance Contract was reviewed by TDA staff and,
because of the specific circumstances related to the return of the contract to TDA, it was
determined that we would reinstate this Performance Contract. We are glad that the
event was a success and do want to assist Kerr County in this endeavor. However,
please note that any future contracts will be strictly enforced pursuant to the Texas Yes!
Hometown STARS Program guidelines.
Please feel free to contact us should you have any further questions or concerns
regarding your Hometown STARS project.
Sincerely,
~~~,~u~~ ~-~ae ~
Debbie Wall
Funding Coordinator
cc: Honorable Pat Tinley, County Judge
#29745
GRANT AGREEMENT
Tezas Yes! Hometown STARS Program
I. RECITALS
1.1 WHEREAS, Grantor has established the Texas Yes! Hometown STARS Program to
provide reimbursable matching funds to rural communities to promote local tourism,
boost local economies and attract new jobs and dollars; and
1.2 WHEREAS, Grantee has applied for a matching reimbursable grant from the Texas Yes!
Hometown STARS Program and has met all requirements for receiving the Grant.
1.3 NOW, THEREFORE, in consideration of the mutual promises contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
II. DEFINITIONS
2.1 "Agreement" means this Grant Agreement and all attached exhibits.
2.2 "Event" means the Official Texas Arts & Crafts Fair to be held May 26-29, 2006, in
Kemille, Texas.
2.3 "Event Amount" is $36,018.00.
2.4 "Grant" means the funds spent by Grantee for the Event that, subject to the requirements
of this Agreement, shall be reimbursed by Grantor in an amount not to exceed
$10,000.00.
2.5 "Grantee" means County of Kerr, 700 Main Street, Kerrville, Texas 78028.
2.6 "Grantee's Agent" means Mr. R.B. Miller, Executive Director of the Texas Arts &
Crafts Educational Foundation. Grantee's Agent shall be responsible for all aspects of
promoting the Event, including but not limited to: carrying out the Event objectives,
submitting periodic reports, and maintaining contact with the Texas Yes! Hometown
STARS Program.
2.7 "Grantor" means the Texas Department of Agriculture, P.O. Box 12847, Austin, Texas
78711.
2.8 "Funding Coordinator for iVlarketing and Promotion" means Grantor's representative
responsible for coordinating the Texas Yes! Hometown STARS Program.
2.9 "Term of Agreement" is date of Grantor's signature though December 31, 2006.
2.10 "Texas Yes! Hometown STARS Program" means Grantor's rural economic
development program to provide reimbursable matching funds to rural communities to
promote local tourism, boost local economies and attract new jobs and dollars.
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2.11 "Texas Yes! Mark" means U.S. TM Reg. No. 2,840,980, which Grantor owns and uses
in connection with Grantor's rural economic development programs.
III. GRANTOR AND GRANTEE OBLIGATIONS
3.1 Award by Grantor. Subject to the provisions of this Agreement, Grantor hereby awards
to Grantee the Grant, which Grantee shall use solely for promotion of the Event.
3.2 Performance by Grantee. Grantee shall perform all the activities described in the 6
page Project Proposal that is attached as "Exhibit A" and in accordance with the Project
Budget that is included in Exhibit A. Grantee may perform additional promotional
activities outside the scope of this Agreement, but such activities are not reimbursable by
the Grant, and Grantor will not be liable for the costs associated with any such activities.
3.3 Use of the Texas Yes! Mark. Except as otherwise approved in writing by Grantor, all
promotional material that Grantee develops and uses to promote the Event that is part of
the Project Proposal and reimbursable under the Grant must bear the Texas Yes! Mark in
a manner acceptable to Grantor. Grantee must execute a License Agreement, in the form
of "Exhibit B", which governs any and all uses of the Texas Yes! Mark by Grantee.
3.4 Approval of Promotional Material. All promotional materials must be sent to Grantor
for approval at least 5 days before the promotional material is produced. Grantor shall
have sole authority to approve or deny the design, production or use of any promotional
material, including materials that display the Texas Yes! Mark.
3.5 Sponsors. Grantee shall notify Grantor of all sponsors of the Event upon receiving their
confirmation or no later than 30 days before the Event. Grantor may withhold Grant
funds or terminate this Agreement if Grantor determines that any Event sponsor is
adverse to the interest of Grantor or the Texas Yes! Hometown STARS Program.
3.6 Use of Information in Promotion. Grantor may publicize the Grant and Event and use
and disseminate the information, data, conclusions, articles, reports, brochures, audio and
videotapes, photographs, and other items provided by Grantee. Grantee understands that
Grantor is authorized to release any information related to the Event, whether provided to
Grantor by Grantee in written or other form, for the purpose of providing information
about the Texas Yes! Hometown STARS Program or for any other purpose.
3.7 Funding Statement. All information, data, conclusions, articles, and reports prepared by
Grantee for reprint, release, or dissemination shall include a statement that the work was
funded, in whole or in part, by the Texas Yes! Hometown STARS Program administered
by the Texas Department of Agriculture.
3.8 Use of Photographs. Grantor may use any photographic likeness of Grantee's
principals, officers, employees, or any other person in Grantee's control in its marketing
materials and all other media. Grantee releases Grantor and all other persons and
associations from any and all claims and causes of action that Grantee has or may have in
the future, or persons employed by or controlled by Grantee, relating to [he presentation
of photographs or likenesses in such marketing materials.
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V. GRANTEE'S REPORTING REQUIR1bIENTS
4.1 Hometown STARS Community Impact Evaluation Survey. Within 60 days after the
Event, Grantee, through Grantee's Agent, shall provide to Grantor a completed
Hometown STARS Community Impact Evaluation Survey in the form attached as
"Exhibit C". The survey shall include: (a) accomplishments of the Event; (b) the
number of first time visitors that attend the Event; and (c) data necessary to measure the
increase in sales tax revenues in the community where the Event takes place.
4.2 Rural Tourism Event Questionnaires. Within 60 days after the Event, Grantee,
through Grantee's Agent, shall provide to Grantor all completed Rural Tourism Event
Questionnaires in the form attached as "Exhibit D". Only individuals that attended the
Event may complete a questionnaire, and each individual may complete only one
questionnaire. Grantee shall submit questionnaires for at least 20% of Event attendees.
4.3 Final Budget Report. Grantee, through Grantee's Agent, shall provide to Grantor a final
budget report in a form that is acceptable to Grantor and that is signed by Grantee's
Agent. The report must detail the reimbursement of moneys in accordance with the
approved budget and must include receipts that aze acceptable to Grantor for all
reimbursable expenses. Receipts must meet the requirements of paragraph 6.2 of this
Agreement. The final budget report is due 60 days after the termination of the
Agreement or the conclusion of the Event, whichever occurs earlier. Grantor will not
reimburse Grantee for expenses incurred after the termination of the Agreement.
4.4 Copies of Promotional Materials. Grantee will provide Grantor at ]east 5 copies of all
promotional materials produced with Grant funds, regardless of media type and including
printed, recorded and electronic materials that describe or publicize the Event, including
but not limited to brochures, press clippings, audio and video tapes, and photographs of
sites and signs. With Grantor's written authorization, Grantee may substitute
photographs, smaller versions, or other approved format and quantities of materials.
4.5 Photographs. Grantee will provide Grantor at least 5 different photographs at different
angles of the Event, including photographs of Event traffic and display of the Texas Yes!
Mark. If the Event occurs on multiple, non-consecutive dates, Grantee shall provide five
5 photographs from each Event date. [f promotional activities include attendance at
tradeshows, Grantee will provide Grantor at least five 5 different photographs at different
angles of Grantee's booth at each tradeshow, including photographs of booth traffic and
display of the Texas Yes! Mark.
4.6 Failure to Comply with Reporting Requirements. Failure of Grantee to comply with
any of the reporting requirements in this Agreement may result in Grantee's ineligibility
for future Texas Yes! Home STARS Program funds.
Page 3 of 8
V. ACCESS, INSPECTIONS, AUDITS AND INVESTIGATIONS
5.1 Access by Grantor and State Auditor's Office. During the Term of Agreement and for
at least three years after termination of the Agreement, Grantee shall allow Grantor
and/or the State Auditor's Office access to and the right to examine the premises, books,
accounts, records, files and other papers or property belonging to or in use by Grantee
and pertaining to this Agreement. Such records shall be maintained by Grantee at a
location that is readily accessible to Grantor and/or the State Auditor's Office. Grantor
further has the right to make a visual inspection of any assets purchased or constructed
with Grant funds.
5.2 Audits or Investigations by State Auditor's Office. Grantee understands that
acceptance of Grant funds under this Agreement acts as acceptance of the authority of the
State Auditor's Office, or any successor agency, to conduct an audit or investigation in
connection with such funds. Grantee further agrees to cooperate fully with the State
Auditor's Office, or its successor in the conduct of the audit or investigation, including
providing all records requested. Grantee will ensure that this clause concerning the
authority to audit funds received indirectly by subcontractors through Grantee and the
requirement to cooperate is included in any subcontract it awards.
VI. REIMBURSEMENT PAYMENTS
6.1 Reimbursement Payments. Upon receipt of the completed final budget report,
including all required documentation of expenditures, Grantor will begin processing
Grantee's reimbursement payment, subject to paragraph 6.4. The reimbursement
payment will be equal to one-half of the total dollar amount for each approved and
documented expenditure, not to exceed the Grant amount.
6.2 Reimbursable Expenses. Reimbursable expenses are limited to approved travel
expenses at State of Texas rates and approved Event expenses, unless specifically
approved in writing by Grantor prior to incurring the expense. Grantor will not
reimburse Grantee for any unapproved expenses. Grantor will not reimburse Grantee for
project expenditures that are not made in compliance with any applicable State
purchasing laws and regulations as they apply to municipalities and counties. Grantor
shall not, under any circumstances, reimburse for alcoholic beverages, entertainment and
charitable or political contributions. Receipts and invoices must be in English, or must be
accompanied by a translation in English. All approved reimbursable expenses must be
backed by proof of payment, such as stamped paid invoices or receipts.
6.3 No Reimbursement for Misuse of Grant Funds. Grantor may withhold Grant funds
under this Agreement and/or may require a refund of Grant funds already disbursed to
Grantee iŁ (a) Grant funds are misused, (b) Grant funds are used in an illegal manner,
(c) Grant funds are used for expenditures not listed in the Project Budget, (d) Grantee
violates the terms and agreements of this Agreement, or (e) Grantee made any
misrepresentations to Grantor in obtaining this Grant. This provision is not exclusive of
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other grounds for withholding or refunding of funds or any other remedy, civil or
criminal, which may be available to Grantor.
6.4 Availability of State Funds. This Agreement is subject to the availability of state funds.
If such funds become unavailable during the Terrrt of Agreement and Grantor is unable to
obtain sufficient funds, this Agreement shall be reduced or terminated.
VII. TERM AND TERMINATION OF THE AGREEMENT
7.1 Term and Termination. Either party may terminate this Agreement before the end of
the Term of Agreement, without cause, by delivering a written notice of termination to
the other party. Early termination of this Agreement shall not relieve Grantee from the
reporting requirements contained in section IV of this Agreement.
7.2 No Reimbursement Upon Termination. In the event of termination of this Agreement,
Grantor shall make no further reimbursements to Grantee beyond those already approved
at the time of termination, and Grantee specifically waives all rights to any such funds.
VIII. USE AND DISPOSITION OF PROPERTY
8.1 Use of Property. During the Term of Agreement, property acquired shall be used in
accordance with this Agreement, to accomplish the public purposes of the Texas Yes!
Hometown STARS Grant Program.
8.2 Records of Property. Grantee shall maintain appropriate records of property purchased
with Grant funds and shall develop a control system to ensure adequate safeguazds to
prevent loss, damage, or theft of the property.
8.3 Disposition of Personal Property. When personal property acquired by Grantee under
the Agreement is no longer needed for the Event, property with a current per-unit fair
market value of less that $5,000.00 maybe retained by Grantee, and property with a
current per-unit fair market value of $5,000.00 or more shall be returned to Grantor.
Methods used to determine per-unit fair market value must be documented, kept on file
and made available to Grantor and/or the State Auditor's Office upon request. Without
Grantor's prior written approval, personal property retained by Grantee shall not be
altered in any way or used for purposes other than those of this Agreement.
8.4 Intellectual Property. Grantor shall own any intellectual property developed in whole
or in part with Grant funds under this Agreement, regardless of value. Grantee may elect
to receive aroyalty-free, non-exclusive, nontransferable, irrevocable license to reproduce,
publish, or otherwise use, any copyright, patent, or any other invention or discovery
developed under or in connection with Grant funds.
[X. AGREEMENT MODIFICATIONS
9.l Amending Agreement. Except as provided in paragraph 9.6 below, this Agreement
embodies the entire agreement between the parties, and there are no covenants,
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agreements, representations, warranties or restrictions between the parties other than
those specifically set forth herein. Except as provided in paragraph 9.2 below, no
modification or amendment to this Agreement is valid unless in writing and signed by the
parties.
9.2 Budget Transfers. Grantee may transfer funds between or among budget categories
with written approval from the Assistant Commissioner for Grantor's Marketing and
Promotion Division if the cumulative dollar amount of all transfers is equal to or less than
15% of the total dollar amount of the project. If the cumulative dollar amount of the
transfer exceeds 15% of the total dollar amount of the project, Grantee must follow the
procedures set forth in paragraph 9.5 for amending the Agreement. Lack of prior
approval for budget transfers shall be grounds for denial of reimbursement for the item(s)
in question.
9.3 Notification of Change in Grantee's Agent. Grantee must notify Grantor in writing
within 30 days if Grantee's Agent changes during the Term of Agreement. Failure to
submit required notice maybe grounds for termination of this Agreement.
9.4 Grantor Request for Amendment. Grantor may request an amendment to the
Agreement by submitting the requested change to Grantee's Agent in writing.
9.5 Grantee Request for Amendment. Grantee may request an amendment to the
Agreement by submitting the requested change, in writing, to the Funding Coordinator
for Mazketing and Promotion. All requests for an amendment to the Agreement must
include a summary of the Event status and a statement explaining the need for the
change.
9.6 Changes Become Part of Agreement. Changes approved in accordance with this
section IX become a part of this Agreement, superseding all inconsistent provisions.
X. GENERAL TERMS AND CONDITIONS
10.1 Delegation to Third-Party. Grantee is not relieved of its duties and obligations imposed
by this Agreement through delegation by Grantee to a third-party.
10.2 Agreement Binding. This Agreement shall be binding on and inure to the benefit of the
parties and their officers, administrators, legal representatives, and successors except as
otherwise expressly provided herein. Neither party may assign or transfer this
Agreement without the written consent of the other party. The parties intend to be legally
bound and have executed this Agreement as evidenced by their signatures on the date
indicated below. This Agreement is not effective unless and until it has been signed by
both parties.
10.3 No Creation of Debt. This Agreement shall not be construed as creating any debt on
behalf of the State of Texas, and/or Grantor in violation of Section 49 Article III of the
Texas Constitution. [n compliance with Section 6 Article VIII of the Texas Constitution,
all obligations of the State of Texas or Grantor hereunder are subject to the availability of
appropriations and authorization to pay by the Texas Legislature.
Page 6 of 8
10.4 Delivery Methods. Unless specifically provided herein, any notice, tender, or delivery to
be given hereunder by any party to another party maybe affected by personal delivery in
writing or by mailing the same by registered or certified mail, return receipt requested,
and shall be deemed received 5 days after the date of mailing. All notices shall be
addressed to the parties at the address stated in the Agreement unless a change of address
has been given in the manner provided for in this paragraph.
10.5 Authorized Representative. Each person signing expressly represents that he or she is
duly authorized to do so and to bind the party on whose behalf they are signing. All legal
documents prepared for Grantee's Texas Yes! Hometown STARS Program must be
executed by an individual with the authority to legally bind Grantee.
10.6 Indemnification. To the extent allowed by law and the Texas Constitution, Grantee
shall indemnify and hold harmless Grantor, its agents and employees, from any and all
claims, demands, and causes of action arising from or related to Grantee's performance
under this Agreement.
10.7 No Employer Relationship. Grantee and Grantee's employees and agents have no
employer-employee relationship with Grantor.
10.8 Representations and Warranties of Grantor and Grantee. Grantor and Grantee each
represent and warrant that it has full right and authority to enter into this Agreement and
to grant the other party the rights set forth in this Agreement and that all necessazy
approvals have been obtained. Each party represents and warrants that it is in good
standing in all jurisdictions in which it is required to be so qualified for performance of
this Agreement, and all necessary certifications, registrations, approvals and licenses
have been obtained, and all necessary fees paid.
10.9 Applicable Law. This Agreement shall be governed by and construed in accordance
with the laws and court decisions of the State of Texas. If any legal action is necessary to
enforce this Agreement, or for any dispute arising out of the operations or actions
contemplated herein, exclusive venue shall lie in Travis County, Texas.
10.10 Headings. Captions and headings of the sections or paragraphs of this Agreement are for
convenience and reference only and shall not affect, modify or amplify the provisions of
this Agreement, nor shall they be employed to interpret or aid in the construction of this
Agreement.
10.11 Severability. If any part of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from
this Agreement and the remaining part shall remain in full force and effect, and the
parties shall promptly negotiate to replace invalid or unenforceable portions that are
essential parts of this Agreement.
10.12 Waiver. A waiver by Grantor of any provision hereunder shall not operate as a waiver
of any other provision, or continuing waiver of the same provision in the future.
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10.13 Exhibits. The following instruments aze incorporated into this Agreement as exhibits:
• Exhibit A-Project Proposal including Project Budget
• Exhibit B-License Agreement
• Exhibit C-Hometown STARS Community Impact Evaluation Survey
• Exhibit D-Rural Tourism Event Questionnaire
10.14 Uniform Grant Management Standards (UGMS). In accordance with Texas
Government Code §783.007, this Agreement shall comply in all respects with the
Uniform Grant Management Standazds (UGMS). In the case of any conflicts between
UGMS and this Agreement, the UGMS shall control.
XI. TEXAS PUBLIC INFORMATION ACT NOTICE
11.1 ALL INFORMATION PROVIDED BY GRANTEE PURSUANT TO THIS
AGREEMENT IS SUBJECT TO THE TEXAS PUBLIC INFORMATION ACT,
TEX. GOVT CODE. CHAPTER 552, AND MAY BE SUBJECT TO
DISCLOSURE TO THE PUBLIC.
By their signatures below, the parties do hereby agree to the terms of this Agreement.
Texas Department of Agriculture
P.O. Box 12847
Austin, Tezas 78711
By :~
M.
De
County o
700 Main
Kerrville,
By: ;L
A. HuYkrY ~ ~
Commissioner
Date:
78028
_~