2014-041sAlegal \our documents \ordinances \14 \sery agr- Benton startup weekend.doc
ORDINANCE NO. 2014 -041
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND DENTON STARTUP WEEKEND; AUTHORIZING AND
RATIFYING 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 Denton Startup Weekend, attached hereto and made a part hereof by reference (the
"Agreement "), serve 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 exercise all rights and duties of the City under the Agreement, including
authorizing and ratifying the expenditure of funds.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
# ,—
PASSED AND APPROVED this the 4_a� day, of , 2014.
MARK A'BUkR0 :..1GHS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR4ED AE Y 1 "O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
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SERVICE AGREEMENT
BETWEEN THE CITY OF i 1 D
DENTON STARTUP WEEKEND
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 Denton Startup Weekend, a not for
profit corporation, hereinafter referred to as "Startup ".
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 Startup which provides a benefit to the citizens by supporting, empowering, and teaching
the basics of successful startup business ventures; 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
Startup 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 Startup to purchase
shirts and food.
II. OBLIGATIONS OF STARTUP
In consideration of the receipt of funds from City, Startup agrees to the following terms and
conditions:
A. Six Hundred Fifty Dollars /100 ($650.00) shall be paid to Startup by City to be utilized
for the purposes set forth in Article I.
B. Startup will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Startup will permit authorized officials of City to review its books at any time.
D. Upon request, Startup will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Startup will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
F. Startup will appoint a representative who will be available to meet with City officials
when requested.
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III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Startup within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate March 1,
2014, unless the contract is sooner terminated under Section VII "Suspension or Termination ".
IV. PAYMENTS
A. PAYMENTS TO STARTUP. City shall pay to Startup the sum specified in Article II after
the effective date of this Agreement.
B. EXCESS PAYMENT. Startup 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 Startup; 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
Startup agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Startup agrees to make available its bank statements for
review by City at City's discretion. In addition, Startup agrees to provide City the following data and
reports, or copies thereof:
A. An explanation of any major changes in program services.
B. To comply with this section, Startup agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
performed under this Agreement. Startup's record system shall contain sufficient documentation to
provide in detail full support and justification for each expenditure. Startup 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 Startup of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
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VI. MEETINGS
Minutes of all meetings of Startup'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 Startup violates any covenants,
agreements, or guarantees of this Agreement, the Startup's insolvency or filing of bankruptcy,
dissolution, or receivership, or the Startup'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. Startup shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Startup 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 Startup's noncompliance with the nondiscrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Startup may be barred
from further contracts with City.
IX. WARRANTIES
Startup represents and warrants that:
A. All 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 bank statements heretofore requested by City and furnished to City,
are complete, accurate and fairly reflect the financial conditions of Startup 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 Startup.
C. No litigation or legal proceedings are presently pending or threatened against Startup.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Startup is doing business or with the provisions of any existing indenture or agreement of
Startup.
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E. Startup 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 Startup are subject to any lien or encumbrance of any character,
except for current taxes not delinquent, except as shown in the bank statements furnished by Startup
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. Startup shall notify City of any changes in personnel or governing board composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Startup 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 Startup 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 Startup, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Startup 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. Startup 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. Startup 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
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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 Startup 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 Startup or City, as the case may be, at the following
addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
STARTUP
Kyle Taylor, Lead Organizer
Up Global
1700 7"' Ave., Ste. 116
No. 147
Seattle, WA 98101
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. Startup 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 Startup 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 of covenant or default which may then
or subsequently be committed by Startup. 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.
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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 HE'�li rOP, the parties do hereby affix their signatures and enter into this
Agreement as of the ._ Wt , day of " _®1 d
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BYE"
APP VED A, TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
w
BY: i..
CITY OF DENTON _
OE1 - ,GE CAMPBELL, CITY MANAGER
DENTON STARTUP WEEKEND
df r E
BY:
TITLE �P rr v t a' ,.t.
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