HomeMy WebLinkAbout24-1717ORDINANCENO. 24-1717
AN ORDrNANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZING THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE ART
ROOM FOR THE EXPENDITURE OF CITY COUNCIL CONTINGENCY FUNDS IN THE
AMOUNT OF ONE HUNDRED DOLLARS ($100) IN SUPPORT OF THE ORGANIZATION;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, The Art Room is a non-profit organization that provides a safe and supportive
studio environment for adults with mental health issues to explore artistic expression and the
development of artistic skills.; and
WHEREAS, Gerard Hudspeth, Mayor, requested support from available contingency funds
to support The Art Room; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and The Art Room, attached hereto and made a part hereof by reference (the “Agreement”),
furthers a charitable cause, economic or community growth, or public interest; NOW
THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by
reference into the body of this Ordinance and hereby ratified.
SECTION 2. The Agreement is hereby approved, and the City Manager, or designee, is
hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the
City under the Agreement, including the expenditure of funds in an amount not to exceed One
Hundred Dollars ($ 100) in accordance with the terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordi
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, the ordinance was passed and approved
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Jill Jester, At Large Place 6:
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PASSED AND APPROVED thi, th, Il t" day of Septcnbc/ , 2024.
GERARD HUDSPETH, MAYOR
ATTEST:
LAUREN THODEN, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
MACK RErNWAND, CITY ATTORNEY
BY: &aa,n K,aLLo,r
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND THE
ART ROOM
This Agreement is hereby entered into by and between the City of Denton, a Texas home rule
municipal corporation, hereinafter referred to as “City”, and The Art Room, a Texas non-profit
corporation.
WHEREAS, the City has determined the services provided by The Art Room to the citizens
of the City merit assistance through the Council Contingency Fund and the City has provided funds
in its budget for such Council Contingency Fund; and
WHEREAS, Gerard Hudspeth, Mayor, requested support from available contingency funds
to support The Art Room; 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: OBLIGATIONS OF THE ART ROOM
In consideration of the receipt of funds from the City, The Art Room agrees to the following
terms and conditions:
A. One Hundred and no/100 ($100.00) shall be paid to The Art Room by the City to be
utilized for the support of the organization.
B The Art Room will maintain adequate records to establish that the City funds are used
only for the purposes authorized by this Agreement.
C Upon request, The Art Room will permit authorized officials of the City to review its
books, financial statements, and records and provide copies of its By-Laws, rules and regulations,
and meeting minutes at any time. Such information shall be made available within ten (10) business
days of such request. All records pertaining to the funds granted hereby shall be maintained for at
least five (5) years after the expiration or termination of this Agreement.
D The Art Room will not enter into any contracts that would encumber City funds or
the use thereof for a period that would extend beyond the term of this Agreement.
E The Art Room will appoint a representative who will be available to meet with City
officials when requested.
F The Art Room will comply with all applicable federal, State, and local laws and
policies including all applicable equal employment opportunity and affirmative action laws or
regulations. In the event The Art Room fails to comply, this Agreement may be canceled,
terminated, or suspended in whole or in part, and The Art Room may be barred from further
contracts with the City.
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G The Art Room will comply with all applicable federal, state, and local laws and
policies regarding conflicts of interest and will not participate in any transactions or decisions
where such a conflict might exist.
II: TIME OF PERFORMANCE
The term of this Agreement shall commence on the date of the last signature affixed to this
Agreement (the “Effective Date”) and terminate one year from the Effective Date unless the
contract is sooner terminated under Section V “Termination”.
III. PAYMENTS
A PAYMENTS TO THE ART ROOM. City shall pay to The Art Room the sum
specified in Article I after the Effective Date of this Agreement.
B EXCESS PAYMENT. The Art Room 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: has resulted in overpayment to The Art Room; or has not been spent strictly
in accordance with the terms of this Agreement; or is not supported by adequate documentation to
fully justify the expenditure.
IV. EVALUATION
The Art Room agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. The Art Room maintains records that provide complete
and accurate statements as to the status and use of City funds. In addition, upon request, The Art
Room agrees to provide the City with the following data and reports, or copies thereof related to
this Agreement, including all external and internal audits. The Art Room shall submit a copy of
the annual independent audit to the City within ten (10) days of receipt; all external or internal
evaluation reports; and an explanation of any major changes in program services.
V. TERMINATION
The City may terminate this Agreement for cause if The Art Room violates any provision
of this Agreement, The Art Room’ insolvency or filing of bankruptcy, dissolution, or receivership,
or The Art Room’ 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, including for convenience. The Agreement shall immediately terminate upon
reasonable notice to The Art Room.
VI. WARRANTIES
The Art Room represents and warrants that:
A. All financial reports, information, reports, records, and data heretofore or hereafter
requested by City and furnished to City pursuant to this Agreement, are complete and accurate and
fairly reflect the financial conditions of The Art Room of the date shown on the financial report,
information, data, record, or report, and, since that date, have not undergone any significant change,
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adverse or otherwise, without written notice to City.
B. No litigation or legal proceedings are presently pending or threatened against The
Art Room.
C. None of the provisions herein contravenes or is in conflict with the authority under
which The Art Room doing business or with the provisions of any existing indenture or agreement
of The Art Room.
D. The Art Room 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.
E. The Art Room does not have any conflicts of interest with respect to this transaction.
Each of the representations and warranties made by The Art Room herein shall be
continuing and shall be deemed to have been repeated by the submission of each request for
payment.
VII. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties.
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.
C. The Art Room shall notify the City of any changes in executive, managerial, or
similar level of personnel or in governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE ART ROOM 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 RELATED TO THE PERFORMANCE BY THE ART ROOM 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 THE ART
ROOM, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES,
AND INVITEES.
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IX. 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, e-mail, addressed to The Art Room or City, as the case may be, at the
following addresses:
CITY The Art Room
City of Denton, Texas Marlys Lamar, Ph.D.
Attn: City Manager President
215 E. McKinney St. 721 S. Locust St.
Denton, TX 76201 Denton, TX 76201
sara.hensley@cityofdenton.com
Either party may change its mailing address by sending written notice of change of address to the
other at the above address by certified mail, return receipt requested.
X. MISCELLANEOUS
A. The Art Room shall not transfer, pledge or otherwise assign this Agreement or any
interest therein, or any claim arising thereunder to any party without the prior written approval of
the City.
B. If any provision of this 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 The Art Room hereunder, or any other act or failure
of City to insist in any one or more instances upon the terms and conditions of this Agreement
constitute or be construed in any way to be a waiver by City of any breach or default under this
Agreement. Neither shall such payment, act, or omission in any manner impair or prejudice any
right, power, privilege, or remedy available to the City to enforce its rights hereunder, which rights,
powers, privileges, or remedies are always specifically preserved. No representative or agent of the
City may waive the effect of this provision.
D. The following sections shall survive the termination of this Agreement: Section I,
Subsections B, C, and E; Section III Subsection B; Section VI Subsection A; Section VIII.
INDEMNIFICATION, and Section IX.
E. This Agreement, together with herein referenced exhibits and attachments, which are
hereby incorporated, constitutes the entire agreement between the parties hereto, and no prior
agreement, assertion, statement, understanding, or other commitment occurring during the term of
this Agreement or subsequent thereto, has any legal force or effect whatsoever, unless properly
executed in writing, and if appropriate, recorded as an amendment of this Agreement.
F. This Agreement shall be governed by the laws of the State of Texas and venue shall
be and remain in Denton County, Texas.
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IN WITNESS WHEREOF, the parties do hereby each affix their signatures by and through their
respective duly authorized representatives and enter into this Agreement as of the day of
, 2024.
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
___________________________________
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: ________________________________
THE ART ROOM
________________________
APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
BY:________________________________
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
Jessica Williams
SIGNATURE PRINT NAME
Chief Financial Officer
TITLE
Finance
DEPARTMENT
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September
17th