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18-154FILE REFERENCE FORM 18-154 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Chan e Order to Service A reement — ori inal is attached 07/25/18 JR s:\legal\our documents\ordinances\18\serv agr-denton music and arts collaborative ord.doc ORDINANCE NO. 18-154 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND DENTON MUSIC AND ARTS COLLABORATIVE TO ENABLE THEM TO CONTINUE ITS PROGRAMS THAT SUPPORT AND ENCOURAGE THE CREATIVE ARTS 1N THE CITY; 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 Denton Music and Arts Collaborative, 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 �.��",�� day of �/��'�'��°,� ,�� ;�"�"��,��_, 2018. CI��i� �ATTS, MAYOR A'� TEST: JENNIFER WALTERS, CITY SECRETARY �f, BY: �� .. , � � � � �� .. � .... �-"�� :� � :� -. _m _ ,�"�1��1:�'�� . �"��1, � .'� TO LEGAL FORM: Ar�RON ��;x,�?.r�T�„ CITY ATTO��i�1�,��',�. ,`' � � ,, ,� � �� " BY: �� r �'�. � � �� .�.� � � S:�IQ�+AI�OtiC CIQCLIItt(;P1YS�C011fI'aCES`I Ei�SCCV el�C-CiC:IllQlli ll1USIC sisid arts collabcrrativadoc SERVICE AGREEMENT It � 1 1 . �; 1; ! • � �; � �t� '� . _., . . .# . ��.� �� f . � .. �.. . �_ � .. � �� . � . �. # ��, . . . . ., , , -• ♦ . . • . �- � . + � � .►� . ; , , . . • � �;•� . + . , . . .� � . R ' . , , � . . . w . - � � � • . � . . . , , . , * , �� # � ..�., . . � . • , . � • �-� � . - • - . �• - � �� .�� . WI�EREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; �,�� r �•' �� F� . . . � . .� __ . �� r �'. a��"C�:�1�'E OF SERVI�`1�.�� DMAC 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 DMAC to continue its programs that support and encourage the creative arts in aur unique city. •: � • ! � � In consideration of the receipt of funds from City, DMAC agrees to the following terms and conditions: A. Four Hundred Dollars and no/100 ($400.00} shall be paid to DMAC by City to be utilized for the purposes set forth in Article I. B. DMAC will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. 1� � - . � -w � . � � . . .�• . . . D. Upon request, DMAC will pravide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. MAC will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. s:\legal\our documents\contrects\18lserv agr-denton music and arts collaborative.doc F. DMAC will appoint a representative who will be available to meet with City officials when requested. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by DMAC within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2018, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS TO DMAC. City shall pay to DMAC the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. DMAC 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 DMAC; 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 DMAC agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. DMAC agrees to make available its financial records for review by City at City's discretion. In addition, upon request, DMAC agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. DMAC 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, DMAC 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. DMAC' record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. DMAC agrees to retain all Page 2 s:\legal\our documents\contracts\18lserv agr-dcnton music and erts colleboretive.doc 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 above subsections shall be construed to relieve DMAC of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS Upon request, minutes of all meetings of DMAC' 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 DMAC violates any covenants, agreements, or guarantees of this Agreement, the DMAC' insolvency or filing of bankruptcy, dissolution, or receivership, or the DMAC' 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 I��,�,��.1� �.?1��T�'��[��611'"`�"' d��i� �"(��'il�I I��1f��:�; "'�'BIT� 1 i�..�'"�'� A. DMAC shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. DMAC 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 DMAC' non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and DMAC may be barred from further contracts with City. IX. WARRANTIES DMAC 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 financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of DMAC on the date shown on said report, and the results of the operation for the period covered by the report, and that since Page 3 s:\legal\our documents\contrects\I8lserv egr-denton music and arts collaborative.doc said data, there has been no material change, adverse or otherwise, in the financial condition of DMAC. C. No litigation or legal proceedings are presently pending or threatened against DMAC. D. None of the provisions herein contravenes or is in conflict with the authority under which DMAC is doing business or with the provisions of any existing indenture or agreement of DMAC. E. DMAC 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 DMAC are subject to any lien or encumbrance of any chazacter, except for current taxes not delinquent, except as shown in the financial statements furnished by DMAC 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. t��..��h�N��[:� .�NC� �P+�[i:�,�T�l'�1.^��.� 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 aze 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. DMAC shall notify City of any changes in personnel or goveming board composition.. XI. �NC��*�l"�T�1�°1`��"e°l"TC�fi�J To the extent authorized by law, the DMAC 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 DMAC 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 DMAC, its officers, employees, agents, subcontractors, licensees and invitees. Page 4 s:\legal\our documents\contrects\181serv agr-denton music end arts collaboretive.doc XII. CONFLICT OF INTEREST A. DMAC 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. DMAC 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. DMAC 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 DMAC 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 Fax No. 940.349.8596 DENTON MUSIC & ARTS COLLABORATIVE Nic Bagherpour President P.O. Box 1992 Denton, TX 76202 940.300.8396 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. DMAC 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. Page 5 s:\legel\our documentslcontrects\18lserv agr-denton music and arts collaborative.doc 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 DMAC 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 DMAC. 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 A�reement 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 WHEREOF, the ��rt��;� do hereby affix their signatures and enter into this Agreement as of the ��F"�'� �"; day of ��°�y� ��,�� 2018. � ,�� r� � �..�._. � � d� � �,.�W,�,w. � n . � � w,..�� .... �«�.��w.�_ �� _ .. TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY �� ° � � �� , � BY. � ��.0 � �� ,, � �� n� � � „��.� � ... APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY �m� J' �� °� � m� � � BY: �'� " ... ,��..�.� �� ,��.. � ��:�* ...___ ..._��.o, Page 6 s:\legal\our documents\contractsV 81serv agr-denton music and arls collnboretive.doc ATTEST: I� SECRETARY DENTON MUSIC AND ARTS COLLABORATIVE , �� .� m. ., W.��.._. . BY; m.,r � ��. �,.,�nw e...._. C�+� �+�:��HERPOUR � � � PRESIDENT Page 7 CHANGE ORDER TO SERVICE AGREEMENT The Service Agreement between the City of Denton, Texas and Denton Music & Arts Collaborative dated February 20, 2018 and approved by Ordinance No. 18-154 is hereby changed to increase City funding by the amount of 200 (the "Change Order Funds"). The Change Order Funds shall be used for the same public purposes and administered in the same manner specified in the Service Agreement. ��; � � �, ��. , �w.��, �� .�� x.� �� u�� .. .. .... ...�...� .. .......n� � c�t �� Hileman City ��u�� Date; °�� - �� m �� AGREED: Denton Music & Arts Collaborative �• �� By� �r� ....... �,,.._._.._ Nic � �� `��.��.��•„. President - � �� Date: �� r Legal ��°��v��:l; .�, °`� �� w. .�,�� m ..��s �" ��.�=s �' ,�; �� ..� � �� ; �:� � ----- �.� ......, w.. ........ ��rt I �,�a.9� �`�ly �tyEc�ra��:� l��a��; � �" �:� � ;��""W�µ �.��