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Home My WebLink About2014-162S:\Legal\Our Documents\OrdinanceAMsery agr-Denton Air Fair.doc AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON AIR FAIR FOR THE PURPOSE OF EXPENSES FOR THE DENTON AIR FAIR; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the Denton Air Fair for the purpose of expenses for the Denton Air Fair, attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and 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 of the City under the Public Service 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�e e, 2014. I h- CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY Im VED A8 TO LEGAL FORM: A BURGESS, CITY ATTORNEY a r� BY: J �Y WODAD\Departments\City Manager's Office\cmo\Council Assistant\Contingency Funds\Contingency 2013-14\Denton Air Fair\Sery Agr - Denton Air Fair.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENT!DENTON, TEXAS AND DENTON This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the Denton Air Fair, Inc., a not for profit organization, hereinafter referred to as "Air Fair". 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 a donation to Air Fair which provides a benefit to the citizens by providing an air show for the community; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Air Fair shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: the funds being provided shall be used for expenditures for the Denton Air Fair. II. OBLIGATIONS OF AIR FAIR In consideration of the receipt of funds from City, Air Fair agrees to the following terms and conditions: A. Five Hundred/100 ($500.00) shall be paid to Air Fair by City to be utilized for the purposes set forth in Article I. B. Air Fair will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Air Fair will permit authorized officials of City to review its books at any time. D. Upon request, Air Fair will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Air Fair will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Air Fair will appoint a representative who will be available to meet with City officials when requested. Page 1 S:\1,eg&hOuv DocustentAContractO 4\Sery AgF - Denton Air Fair. doe The services funded by City shall be undertaken and completed by Air Fair within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 3 0, 2014, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS APAYMENTS To AIR FAIR. City shall pay to Air Fair the sum specified in Article 11 after the effective date of this Agreement. 13, EXCESS PAYMENT. Air Fair shall refund to City within ten (10) working days of Cityl request, any sum of money which has been paid by City and which City at any time thereaft deterwines: has resulted in overpayment to Air Fair; 11 2) has not been spent strictly in accordance with the terms of this Agreement, or 3) is not supported by adequate documentation to fully j usti fy the expenditure. Air Fair agrees to participate in an implementation and maintenance system whcreby the services can be continuously monitored, Air Fair agrees to make available its bank statements for review by City at City's discretion, In addition, Air Fair agrees to provide City the following data and reports, or copies thereof B. To comply with this section, Air Fair agrees to maintain records that will, provide g "Al �Pnj"♦a .#7ML provide in detail full support and Justification for each expenditure. Air Fair 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. C. Nothing in the above subsections shall be construed to relieve Air Fair of t,jvffAMAty. fiji retzitAif�-w--ax?,awtu urrent records that cleaft reflect the level and benefit of services provided under this Agreement. EM I. MEETINGS Minutes of all meetings of Air Fair's governing body shall be available to City within ten (10) working days of approval. The City may terminate this Agreement for cause if Air Fair violates any covenants, agreements, or guarantees of this Agreement, the Air Fair's insolvency or riling of bankruptcy, f any law or regulation to which it is bound under the tenns of this Agreement, The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. Vill. EQUA L,QLT --- QUFL—IN N�U11 LAWS A. Air Fair shall comply with all applicable equal employment opportunity and affin-native action laws or regulations. B. Air Fair will furnish all information and reports requested by City, and wil I pe Will z, counts for fimr�*oses of investi ation to ascertain compliance w local, State and Federal rules and regulations. C, In the event of Air Fair's noncompliance with the nondiscrimination requiremeTiLs, tiz. Agreement may be canceled, terminated, or suspended in whole or in part, and Air Fair may barred from further contracts with City. I EREZU�� A. All information, reports and data heretofore or hereafter requested by City and airi -daLa--QLLtn anA, since that date, have not undergone any significant change without written notice to CitY. B. Any supporting bank statements heretofore requested by City and furnished to City, • IcjjjjW j d f., ' I reflect the financial conditions of Air Fair on the date shown on ir D D. None of the provisions herein contravenes or is in conflict with the authority under -&riw istin i denture or agreement of Air or, L 4A&ofAj3Le)d a n 0 on E. Air Fair has the power to enter into this Agreement and accept payments hereunder, 111-efulle tevn-,—,9� �,-tditions of this I F. None of the assets of Air Fair are subject to any lien or encumbrance of any charactem teli,-cmic-,tLeYcent as-s-6own in the bank statements fumished by Air FaT Each of these representations and warranties shall be continuing and shal I be deerned to hays been repeated by the submission of each request for payment. A, Any alterations, additions, or deletions to the terms of this Agreement shall be I written amendment executed by both parties, except %vhen the terms of this Agreement express provide that another method shall be used. i B. It is understood and agreed by the parties hereto that changes in the State, Federal local laws or regulations pursuant hereto may occur during the term of this Agreement. Any su hereto, and shall become a part of the Agreement on the effective date specified by the law regulation. C, Air Fair shall notify City of any changes in personnel or governing board composition. To the extent authorized by law, the Air Fair 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 Air Fair or those services contemplated by this Agreement, including all such �ased-. in whole or in part, upon allegations of negligent or intentional acts of Air Fair, its officers, employees, agents., subcontractors, licensees and invitees. A. Air Fair covenants that neither it nor any member ofits govemi ng body presently has a7m i-iterest. direct or i -tm-anvmwamer IIV4"' 11141611111101166 11,41 1 tivitt"EVANLM wAs = a i Uni Will - I OW member of its governing body. S:\J.cgaKOur L)ocumch1s\Con(rWs\WSery Agr - Dow Air Fair.doc B, Air Fair further covenants that no member of its governing body or its staff, W@ ""*iw ON "IN A"' jigosi that is .0 or gives ine appearance M neIR8 w 1 1.1 P-P—M 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 canying out of this Agreement shall participate in any decision relating to the Agreement which affects his I � 19Ay -a�# �, Ul?jr, ershin. or Air Fair in which he has direct or 14-06" �r 'wxa-f— 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 1atUMXLcei%t r nuested, addresses: CITY AIR FAIR City of to, Texas Denton Air Fair Attn: City Manager Robert Tickner 215 E. McKinney P.0, Box 2800 Denton, TX 76201 Denton, TX 76202 Either party may change its mailing address by sending notice of change of address to t other at the above address by certified mail, return receipt requested. I A. Air Fair shall not transfer, pledge or otherwise assign this Agreement or any interest t�wxem-tider to ankp�-c, or T ,,.,arties, bank, trust com.Fany or other financial institution without the prior written approval of City. B. If any provision of this ♦ is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in ful I force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Air Fair hereunder, or any other act or failure of City ti, in-si3t--kr-cwq am .vy or subsequently be committed by Air Fair. Neither shall such payment, act, or omission in 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. EM SALegal\Our Documen1s\C0n1vac(s\1 4\Scry Agr - Doton Air Fair,doc 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 occurring during the term of this Agreement or subsequent thereto, have any legal force 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 any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby 4affix their,,ignatures and enter into this Agreement as of the day of 20 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPI VEDAS FOLEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY, Page 6 WOZZIMESM GEORGE C, CAMPBELL, Cl-'Y MANAGER DENTON AIR FAIR, INC. 'd Q BY. TITLE r of ii—