2017-141S:\Legal\Our Documents\OrdinaneesU 7\sery agr-Day of the Dead Festival ord.doc
ORDINANCE NO,
2017-141
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND THE DAY OF THE DEAD FESTIVAL;
PROVIDING FOR 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 Day of the Dead Festival, which is attached hereto and made a part
hereof by reference (the "Agreement"), serves 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 carry out the duties and responsibilities of the City under the Public Service
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
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPr�Ef A TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: ..
day of
WATTS,
YO
2017.
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
DAY OF THE DEAD FESTIVAL
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 Day of the Dead Festival, a Texas Non -
Profit Corporation, hereinafter referred to as "Festival."
WHEREAS, City has
• that the proposal for services merits assistance and can
provide needed services to citizens • City • has provided • in its budget for the purpose •.
paying for contractual services; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
NOW, HEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Festival 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 Festival for the purpose of the Day of the Dead
Festival,
II. 0131,10ATIONS 01" IFSTIVAL
In consideration of the receipt of funds from City, Festival agrees to the following terms and
conditions:
A. Six Hundred Dollars and no/100 ($600.00) shall be paid to Festival by City to be utilized
for the purposes set forth in Article I.
B. Festival will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Festival will permit authorized officials of City to review its books at any time.
D. Upon request, Festival will provide to City its By Laws and any of its rules and regulations
that may be relevant to this Agreement,
E. Festival 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, Festival will appoint a representative who will be available to meet with City officials
when requested,
The services funded by City shall be undertaken and completed by Festival within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2017 unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV, PAYMENTS
A. PAYMENTS ,ro FESTIVAL. City shall pay to Festival the sum specified in Article 11 after the
effective date of this Agreement.
B. ExCESS PAYMENT. Festival 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 Festival; or
3) is not supported by adequate documentation to fully justify the expenditure,
V, EVALUATION
. ................. . .
Festival agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Festival agrees to make available its financial records for
review by City at City's discretion. In addition, Festival agrees to provide City the following data
and reports, or copies thereof:
A. All external or internal audits. Festival shall submit a copy of the annual independent
audit to City within ten (10) days of receipt.
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D. To comply with this section, Festival agrees to maintain records that will provide accurate,
and comylete disclosure of the status of funds received and the services @erformei
under this Agreement. The record system of Festival shall contain sufficient documentation to
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provide in detail full support and justification for each expenditure. Festival agrees to retain 4
books, records, documents, reports, and written accounting procedures pertaining to the servic-"
provided and expenditure of funds under this Agreement for five years, I
E. Nothing in the above subsections shall be construed to relieve Festival of responsibility for
under this Agreement.
VI. DIRECTORTMEETINGS
During the term of this Agreement, Festival shall deliver to City copie s of all notices of
part of the subject 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
tiscussed, Festival understands and agrees that City's representatives shall be afforded access to all
--neetings of its Board of Directors.
Minutes of all meetings of Festival' 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 Festival violates any covenants,
s?,greements, or guarantees of this Agreement, the Festival' insolvency or filing of bankruptcy,
of ank, 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. :�
-C j3POIn-UNITY AND QOMPPI ANCF' W11 lel LAWS
A. Festival shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations,
B, Festival 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 noncompliance by Festival with the nondiscrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Festival may be
barred from further contracts with City,
IX WARRANTIES
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sAlegahour documenB\contracts\Msery agr day or the dead festival.doc
A. All information, reports and data heretofore or hereafter requested by City a
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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 Festival on the date shown
1XW-RR-r1W"1 WIVIShe resivill s of the 11' 1 or the rtieriod covered b -W the rexort and that since
said data, there has been no material change, adverse or otherwise, in the financial condition of
Festival.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Festival is doing business or with the provisions of any existing indenture or agreement of
Festival,
E. Festival 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 Festival 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
Festival 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. 0 [AN'( ulAND AM.L,NDMPNTS
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. Festival shall notify City of any changes in personnel or governing board
composition.
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X1. I'NlX`MNjl',jCATION
To the extent authorized by law, the Festival 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 Festival 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 Festival, its officers, employees, agents,
subcontractors, licensees and invitees.
X11. CON
M
interest, airect or intirect, W1117ii TFUT—i ru V 11M fircl —rarwfc
services required to be per -formed under this Agreement, Festival further covenants that in the
�,-.r4rv.a:v.a *f having such interest shall be emLiloved or aw-ointed as a
member of its governing body.
B. Festival 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.
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
4e-illositeLi 6 United 69t i s •ostaie ireiaid, revistered or certified, return recei•t requested
or via ffanct-aelivery or lacsinific, Nuum-Met"L-L
addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940,349.8591
DAY OF THE DEAD FESTIVAL
David Pierce
Day of the Dead
201 1 N. Bel Avenue
191MI(olow = 1
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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. Festival 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 Festival 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 Festival. 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,
pa y affix their signatures and enter into this
Agreement as of the dtiy oaf 2017.
IN WITNESS ^'"III �.I�O1�', �t��hc parties o here
CITY OF DF',NTO° ,, TEXAS
TOD............D H.......r._�...,�m._.........._m. N
CITY MA................e�.......
ILEMAN, AGER
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TTEST
WALTERS, CITY SECRETARY
BY: &&v 0 /, /A ) 01 '-hX4
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY:,
µ
ATTEST:
BOARD SECRETARY
Is