2010-145
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ORDINANCE NO. 201 0-145
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS, AND THE JUNETEENTH COMMITTEE FOR
SUPPLEMENTAL FUNDING FOR JUNETEENTH; PROVIDING FOR THE EXPENDITURE OF
FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Juneteenth Committee (the "Committee") will hold the Juneteenth (the
"Program") event on June 18 and 19, 2010; and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
Agreement between the City and the Committee attached hereto and made a part hereof by reference
(the "Agreement") serve a municipal and public purpose including the promotion of tourism and
economic development and the Agreement 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 exercise all rights and duties of the City under the 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 5-- day of , 2010.
~ MARK A. U OU , MAYOR
. ~
, -
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: e ~
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND THE
JUNETEENTH COMMITTEE
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 Juneteenth Committee, a Texas Non-
Profit Corporation, hereinafter referred to as "Committee":
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
paying for contractual services; and
WHEREAS, this Agreement serves a vālid municipal and public purpose and is in the public
interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
,
I. SCOPE OF SERVICES
Committee 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 by the Committee to provide financial assistance for
the cost of children's games, entertainment, gospel night and basketball tournament for the
Juneteenth celebration.
II. OBLIGATIONS OF COMMITTEE
In consideration of the receipt of funds from City, Committee agrees to the following terms
and conditions:
A. Seven Hundred Fifty Dollars and no/100 ($750.00) shall be paid to Committee by
City to be utilized for the purposes set forth in Article I.
B. Committee will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
C. Committee will permit authorized officials of City to review its books at any time.
D. Upon request, Committee will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Committee will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
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F. Committee will appoint a representative who will be available to meet with City
officials when requested.
G. Committee will submit to City copies of year-end audited financial statements.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Committee within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate upon the
completion of the Juneteenth, unless the contract is sooner terminated under Section VII "Suspension
or Termination".
IV. PAYMENTS
A. PAYMENTS TO COMMITTEE. City shall pay to Committee the sum specified in Article
II after the effective date of this Agreement.
B. EXCESS PAYMENT. Committee 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:
1) has resulted in overpayment to Committee; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
Committee agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Committee agrees to make available its financial records
for review by City at City's discretion. In addition, Committee agrees to provide City the following
data and reports, or copies thereof:
A. All external or internal audits. Committee shall submit a copy of the annual
independent audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C. An explanation of any major changes in program services.
D. To comply with this section, Committee agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
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performed under this Agreement. Committee's record system shall contain sufficient documentation
to provide in detail full support and justification for each expenditure. Committee 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.
E. Nothing in the abōve subsections shall be construed to relieve Committee of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Committee shall deliver to City copies of all notices of
meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a
partof the subj ect matter of the meeting. Such notice shall be delivered to City in a timely manner to
give adequate notice, and shall include an agenda and a brief description of the matters to be
discussed. Committee understands and agrees that City's representatives shall be afforded access to
all meetings of its Board of Directors.
Minutes of all meetings of Committee's governing body shall be available to City within ten
(10) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if Committee violates any covenants,
agreements, or guarantees of this Agreement, the Committee's insolvency or filing of bankruptcy,
dissolution, or receivership, or the Committee's 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.
~ VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Committee shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Committee will furnish all information and reports requested by City, and will permit
access to its books, records, and accounts for purposes of investigation to ascertain compliance with
local, State and Federal rules and regulations.
C. In the event of Committee's non-compliance with the non-discrimination
. requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Committee may be barred from further contracts with City.
IX. WARRANTIES
Committee represents and warrants that:
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A. A11 information, reports and data heretofore or hereafter requested by City and
furnished to City, are complete and accurate as of the date shown on the information, data, or report,
and, since that date, have not undergone any significant change without written notice to City.
B. Any supporting financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Committee on the date
shown on said report, and the results of the operation for the period covered by the report, and that
since said data, there has been no material change, adverse or otherwise, in the financial condition of
Committee.
C. No litigation or legal proceedings are presently pending or threatened against
Committee.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Committee is doing business or with the provisions of any existing indenture or agreement of
Committee.
E. Committee 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.
F. None of the assets of Committee are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial statements
-furnished by Committee to City.
Each of these representations and warranties shall be continuing and shall be deemed to have
been repeated by the submission of each request for payment.
X. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of this Agreement expressly
provide that another method shall be used.
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. Committee shall notify City of any changes in personnel or governing board
composition.
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XI. INDEMNIFICATION
To the extent authorized by law, the Committee 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 Committee 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 Committee, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Committee covenants that neither it nor any member of its governing body presently
has any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Agreement. Committee further
covenants that in the performance of this Agreement, no person having such interest shall be
employed or appointed as a member of its governing body.
B. Committee further covenants that no member of its governing body or its staff,
subcontractors or employees shall possess any interest in or use his/her position for a purpose that is
or gives the appearance of being motivated by desire for private gain for himself/herself, or others;
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 carrying out
of this Agreement shall participate in any decision relating to the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association in which he has direct
or indirect interest.
XIII. 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 or facsimile, addressed to Committee or City, as the case may be, at the
follōwing addresses:
CITY COMMITTEE
City of Denton, Texas Juneteenth Committee
Attn: City Manager Attn: Nikole Chew-Jones
215 E. McKinney 221 N. Elm Street
Denton, TX 76201 Denton, TX 76201
Fax No. 940.349.8591
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Either party may change its mailing address by sending notice of change of address to the
other at the above address by certified mail, return receipt requested.
XIV. MISCELLANEOUS
A. Committee shall not transfer, pledge or otherwise assign this Agreement or any
interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other
financial institution without the prior written approval of 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 Committee 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 consti-
tute or be construed in any way to be a waiver by City of any breach of covenant or default which
may then or subsequently be committed by Committee. 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.
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 WHE OF, the pa~ties do hereby affix their signatures and enter into this
grêeent= as;of the day of , 2010.
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GEORGE C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: IÁ) -1-0 A
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
;BY:
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JUNETEENTH COMMITTEE
. ~ ~BY: ~
NAME:
TITLE: -
ATTEST:
BY:
SECRETARY
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