2016-419s:\legakour doenments\ordinances\16\community market repealer and replacement ordinance.doc
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THEREFOR; AND (3) PROVIDED FOR AN EFFECTIVE DATE.
WHEREAS, due to a clerical error, a document incorrectly identified as Ordinance No. 2016-
356 was erroneously executed and sealed, instead of the ordinance document that was actually
WHEREAS, notwithstanding the error, that document, became an official governmental
record of the City of Denton, Texas, and now must be repealed in order to replace it with the
ordinance actually voted upon and approved; and
WHEREAS, upon noting that the funds to be expended in the proposed Agreement between
the City 1 Communityattached hereto and made . part hereofby reference (the
WMAS-41- -Aim
SECTION 1. Ordinance 2016-356 is hereby repealed in its entirety. This section does not
repeal other ordinances, attachments or contracts dealing with the same or similar subject matter.
SECTION 2. The findings set forth in the third recital of this Ordinance are incorporated by
reference into the body of this Ordinance as if fully set forth herein.
SECTION 3. The Council approves the attached Agreement, and hereby authorizes the
expenditure of funds therefor.
St," '"I ION 4. 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 public funds as authorized by this Ordinance.
SECTION 5. Section 1 of this Ordinance shall take effect upon its passage and approval.
The remaining provisions of this ordinance shall take effect retroactively as of their prior passage and
approval on November 8, 2016.
s:\legal\our documents\ordinances\16\community market repealer and replacement ordinance.doc
PASSED AND APPROVED this the day oi` , 2016.
ci IR 'A":"I`S, MA `OR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
CAUSersWicki OI)Denheirn\Doviffiniad4,
SERVICE AGREEMENT
13ETWEEN THE CITY OF �,'JJU,
COMMUNITY MARKET
This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule
municipal corporation, hereinafter ref.effed to as ty", and Community Market, a not for profit
corporation, hereinafter referred to as "Market",
WHEREAS, City has detd that the proposal for services merits assistance and c
provide needed services to citizems of city and has provided funds in its budget for the purpose ofna
donation to the Marketwhich is an artist's and farmer's niarket in central f)enton; and
-Ee
EREAS, this r
A serne-tt se
: do ^ I . 6 iiggo M,
I. SCOPE OF SERVIC -IS
Market 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 will be used fors time,
performers and coordinators, promotional printing and portable restroom facilities.
II. 0031,lQA'r1O'NS_D1LMAjL T'
In consideration of the receipt of funds from City, Market agrees to the following terms al
condons:
A. The City will Pay to the Market, upon presentation of entitlement to reimbursement,
the sura of nine thousand, one htmdred arid fifty dollars and no Cents ($ 9,150.00) during the fiscal
year(s) of 2015-2016, 2016-2017,2017-2018 and 2018-2019, unless this Agreement is terminated as
provided in Section VII.
B. Market will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Market will permit authorized officials of City to review its books at any time.
D. Upon request, Market will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Market will not enter into anY contracts that would encumber City fimds for a period
that would extend beyond the term of this Agreement.
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CAUsersWicki OPPeRhe1M\Down1oads\Sery Agr - community Market (002).doe
F. Market will appoint a representative who will be available to meet with City officials
when requested,
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The services f'Unded by City shall be undertaken and completed by Market within the
following titne ftame:
The term of this Agreement shall commence on the effective (late and terminate September 30,
2019, unless the contract is sooner terminated under Section V11 "Suspension or "I'ermination".
A. PAYJV11 NTSTOMARKET. City shall pay to market the sum specified in Article H afti
the effective date af (,.his Agreement.
B, EXCESS PAYMFNJ% Market shall refund to City wid-tin ten (10) working days of City's
request, any sum of money which has been paid by City and which City at any finic thereafter
determines:
has resulted in overpayment to Market; 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.
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Market agrm to participate in an irnpleirientation and maintenance system whereby the
services can be continuously monitored. Market agrees to make available its bank statements for
review by Cipil at CiV4's discretion. In addition,'UvVuk4lggr--.T-47,—C,,#,
reports, or copies thereof-
Fk- An explanation of any major changes in program service's.
B. To comply with this section, Market agrees to maintain records that will provide
accurate current
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C. Nothing in the above subsections shall be construed to relieve Market of
responsibility for retaining accurate and current records that clearh-A -AorbTT4—M_- *f
services provided under this Agreement. __ - re�flcct �thele o
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The City may terminate this Agreement for cause if Market violates any cove
agreements, or guarantees of this Agreement, the Market's insolvency or filing of bankrupte
dissolution-. 1r-r-e.-,g4im4 I
under the terms of this Agreement. The City may terminate this Agreement for other reasons Ino
specifically enumerated in this paragraph,
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WHI-1, LAWS
A. Market shall comply with all applicable equal employment opportunity aM
,Hirtnative action laws or regulations.
B. Market will famish all information and reports requested by City, and will pel
access to its books-
mtf
local, State and Federal rules and regulations.
C. In the event of Market's noncompliance with the nondiscrimination requirements, the
Agreement may—b-e�mc---IeAk*nL-,W-, A- 4,r *amf
from further contracts with City.
N
A. All information, reports and data heretofore or hereafter requested by City and
famished to City are complete and accurate as of the date shown on the infbrmatiw�,,&,d&?.w6W*TI
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 ftu-nished to City,
vre co-fil:L,
there has been no material change, adverse or otherwise, in the financial condition of Market.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Market is doing business or with the provisions of any existing indenture or agreement of
Market.
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C:\Users\Vicki OPPenheWDOwnloads'Sery Agr - Community Market (002).doc
E. Market has the power 10 enter into tlli: Agreement and accept payments hereunder,
and has taken all necessary action to authorize such acceptance under the terms and conditions oftlds
Agreement.
F. None of the assets of Market are subject to any lien or enctunbrance of any character,
except for Current taxes not delinquent, except as shown in the bank statements ffirnished by Market
to city,
h of these re resentations and warranti%j, � 0 i
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X. CHAING'ES ANI—A.MEND
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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 liereto imay occur during tile term of this Agreement, Any such
modifications are to be automatically incorporated into this Agreement without written amendment
hereto, and shall becorne a part of the Agreement on the effective date specified by the law or
regulation.
C. Market shall notify City of any changes in personnel or governing board composition.
To the extent authorized by law, the Market agrees to indemnify, hold harmless, and defend the
City, its officers, agents, and employees from and against any and all claims orsuits for injuries,
damage, loss, or liability of whatever kind or character, arising out of or in connection with the
performance by the Market or those services contemplated by this Agreement, including all such claims
or causes of action based upon corinnon., constitutional or statutory law, or based, in whole or in part,
upon allegations ot' negligent or intemional acts of Market, its officers, employees, agents,
subcontractors, licensees and invitees.
X11. �QFLIQLOTINLE ,SLI
�— -U_ "
A. Market 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 perfornied under this Agreement, Market Rather covenants that in the
perltbrniancc, of this Agreement, no person having such interest shall be employed or appointed as a
mein ber of its governing body,
CAUsersWicki 0PPenheim\Down1oadqk0P
B. Market her covenants that no racniber of its governing body or its staff,
subcontractors or employees shall possess any interest in or use his/her position ,bor a purpose that. is
or gives the appearance of being motivated by desire for private gainfior lihnself/herself, or others;
particularly those with which he/slie has fainily, business, or other ties.
C. No officer, member, ore loyee 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 Market in which he has direct or
irad irectinterest.
Any notice or othervvritten instrument required or permitted to be delivered under the terms
of this Agreement s be deemed to have been delivered, whether actually received or not, when
deposited in the U nited States mai 1, postage prepaid, registered or certified, return receipt requested,
or via hand -delivery or facsimile, addressed to Market or City, as the case may be, at the following
addresses:
XM
City of Denton, Texu
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Vicki Oppenheim
Coordinator
P.O. Box 3057
Denton, TX 76202
Either party May change AS mailing address by sending notice of change of address to the
other at the above address by certified mail, return receipt requested.
XIV- MISCELLA NEOU'S
A. Market shall not transfer, pledge or otherwise assign this Agreement or any interest
therein, or any claim arising thereunder to any party or parties, bank, utast company or otherFinancial
institution without the prior written approval of City.
B. If any provision of this Agreement is held to be invalid, illegal, or tmenforceable, the
(7emaining-, provisions shall remain in
intent of both parties hereto.
C. In no event shall any payment to Market hereunder, or any other act or failure of City
to insi
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C:\Users\Vicki 0Ppenheim\Dovvn1oads\Sery Agr - Community Market (002),dw
rights hereunder, whi ch rights, powers, privileges, or remedies are always specifically preserved. No
representative or agent of City
may waive 've
the effect of this provision.
11 This Agree stent, together with r6erenced exhibits and attachments, constitutes the
entire agreenient between the parties hereto, and any prior agreement, assertion, tatern, ent,
Lmderstanding, or other commitment ocelirring during the term Of this Agreement or sul)sequent
thereto, have any legal force or effect whatsoever, unless properly executod 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 Tex
anR venue of a litigation concerning•
IN WITNESS W]HREOF, the parties do hereby alifix their signatures and enter into this
Agreement as of day of AV
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ewe
APPR "D AS LEGAL FORM,
ANITA BURGESS, CITY A"RNEY
F111
BY:
COORDINA'FOR
AGER