2014-181s:Uegal\our documents\ordinances\14\serv agr-denton black chamber.doc
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AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS, AND THE DENTON BLACK CHAMBER OF COMMERCE;
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 Black Chamber of Commerce, attached hereto and made a part hereof by reference
(the "Agreement99), 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 �' ,�� �d�' _ day of . ,,�< � � `� ' _ __„ , 2014.
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CHRIS ��4,7",1,�, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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ANITA BURGESS, CITY ATTORNEY
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON BLACK CHAMBER OF COMMERCE
This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule
municipal corporation, hereinafter referred to as "City", arad the Denton Black Chamber of
Commcrce, a not for profit organization, hereinafter referred to as "Black Chamber".
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 Blaek Chamber which provides a benefit to the citizens by sponsoring the Denton Blues
Festival; 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
Black Chamber shall, in a satisfactory and proper manner, perform the foilowing tasks, for
which the monies provided by City may be used: the funds being provided shall be used for
expenditures for the Denton Blues Festival.
II. OBLI ATIONS OF BLACK CHAMBER
In consideration of the receipt of funds from City, Black Chamber a�rees to the following
ternas and conditions:
A. One Thousand, Two Hundred/100 ($1,200.00) shall be paid to Black Chamber by
City to be utilized for the purposes set forth in Article ].
B. Black Chamber will maintain adequate records to establish that the City funds are
used for the purposes authorized by this Agreennent.
C, Black Chamber will permit authorized ofticials of City to review its books at any
time,
D, Upon request, Black Chamber will provide to City its By Laws and any of its rules
and regulations thal may be relevant to this Agreement.
E. Black Chamber will not enter into any contraets that would encumber City funds for a
period that would extend beyond the term of this Agreement.
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F, Black ChAmber will appoint a representative who will be available to meet with City
off"icials when requested.
lIi, TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Black Chamber within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2014, unless the contract is sooner terminated under Section VII "Suspension or Termination".
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A. PAVMENTS To BLACK CHAMBER. City shall pay to Black Chamber the sum
specified in Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Black Chamber shall refund to City within ten (14) workin�; 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 Black Chamber; 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
Black Chamber agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. Black Chamber agrees to make available its bank
statements for review by City at City's discretion. In addition, Black Chamber 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, Black Chamber agrees to maintain cecords that will
provide accurate, current, separate, and complete disclosure of the status of funds received and the
services performed under this Agreement. Black Chamber's record system shall contain sufficient
documentation to provide in detail full support and justi�cation for each expenditure, Black
Chamber 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 Black Chamber 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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Vl. MEETINGS
Minutes of all meetings of Black Chamber's governing body shall be available to City within
ten (10) working days of approval.
VIi. TERMINATION
The City may terminate this A�reement for cause if Black Chamber violates any covenants,
agreements, or guarantees of this Agreement, the Black Chamber's insolvency or filing of
bankruptcy, dissolution, or receivership, or the Black Chamber'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 specifcally enumerated in this paragraph.
VII1. EQUAL OPPORTUNITY AND COMPLIANCE W1TH LAWS
A, Black Chamber shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Black Chamber will furnish all information and reports requested by City, and will
permit access to its books, records, and accounts for purposes of investi�ation to ascertain
compliance with local, State and Fedecal rules and regulations.
C. In the event of Black Chamber's noncompliance with the nondiscrimination
requirements, the A�reement may be canceled, terminated, or suspended in whole or in part, and
Black Chamber may be barred from further contracts with City,
IX. WARRANTIES
Black Chamber 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 connplete, accurate and fairly reflect the financial conditions of Black Chamber 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 Black
Chamber.
C. No litigation or legal proceedings are presently pendinb or threatened against Black
Chamber.
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D. None of the provisions herein contravenes or is in conflict with the authority under
which Black Chamber is doing business or with the provisions of any existing indenture or
agreement of Black Chamber.
E. Black Chamber has the power to enter into this Agreement and accept payments
hereunder, and has taken all necessary action to authorize sueh acceptance under the terms and
conditions of this Agreement,
F, None of the assets of Black Chamber 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 Black Chamber to City.
Each ofthese representations and warranties shall be continuing and shall be deemed to har+e
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 A�reement on the effective date specified by the law or
Kegulation.
C. Black Chamber shall notify City of any changes in personnel or �;overning board
composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Black Chamber 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 Black Chamber 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 Black Chamber, its o£�icers, employees,
agents, subcontractors, licensees and invitees.
XII, CONFLICT OF INTEREST
A. , Black Chamber 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. Black Chamber further
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covenants that in the performance of this Agreement, no person having such interest shall be
employed or appointed as a member of its govemin� body.
B. Black Chamber 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 Agreeznent shall participate in any decision relating to the Agreement which affects his
personal interest or the interest in any corporalion, partnership, or Black Chamber in which he has
direct or indirect interest.
XIII. I�10TICE
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 Black Chamber or City, as the case may be, at the
following addresses:
CITY
City of Denton, Texas
Attn: City Mana�er
2l5 E. McKinney
Denton, TX 76201
BLACK CHAMBER OF COMMERCE
Denton Black C;hamber of Commerce
Kerry Goree
P.O. Box S 102G
Denton, TX 7G206
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. Black Chamber shall not transfer, pledge or otherwise assi�n 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 elY'ect and continue to conform to the original
intent of both parties hereto.
C. ln no event shall any payment to Black Chamber 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
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which may then or subsequently be committed by Black Chamber. Neither shall such payment, act,
or omission in any manner impair or prejudice ar►y right, power, privilege, or recnedy available to
City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always
specificslly preserved. No representative or a�ent 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 ofthe State of Texas
and venue of any litigation concerning this A�reement shall be in a court of competent jurisdiction
sitting in Denton County, Texas.
IN WIT���� W������?i', the ��r�ie� d€� hereby af£�x t3��ir ����tur�s and enter into this
.
A�reement as af t�t� � �����_ �ay �f � ��`f� �' � �� r°°- .
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C1TY OF DENTON
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GEORGE C, CAMPBELL, C�'�"Y MANAGER
ATTEST:
JENNIFER WALTERS, CIFI'Y SECRETARY
BY; :
AP "V�� �,� �7 LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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DENTON BLACK �xl-Ir��fl�ER OF COMMERCE
BY:
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