18-1796S:\legal\our documents\ordinances\] 8\explorium denton
ORDINANCE NO. 1$-1 %9(
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND EXPLORIUM DENTON, FOR THE
PURPOSE OF THE COFFEE CRAWL SPONSORSHIP; 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 Explorium Denton, for funds to be used for the Coffee Crawl sponsorship,
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:
ION 1, The iindings set forth in the preamble of this Ordinance are incorporated
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by reference into the body of this Ordinance as if fully set forth herein.
SECTIONr 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 Agreement,
including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
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Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
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Abstain Absent
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PASSED AND APPROVED this the �� day of �,��� ������������ 2018.
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HRIS WATTS, MAYOR
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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AP1�'� �,��VED A"� TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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This Agreement is hereby entered into by and between the City of Dentan, Texas, a Hame
Rule Municipal Corporation, hereinafter referred ta as "City", and Explorium Denton, a Texas
Non-Profit Corporation, hereinafter referred to as bbOrganization."
WHEREAS, City has determined that spansorship of the Coffee Crawl serves a public
purpose and has provided funds in its budget for the purpose of paying for the sponsorship af the
activities provided by Organization; 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 SPONSOR.SHIP
The City shall pay Three Thousand Dollars and no/100 ($3,000.00) (66Sponsorship Funds")
to Organization to be utilized by Organization to perfarm, in a satisfactary and praper manner, the
Explorium Denton's Coffee Crawl in accordance with the Spansarship Funds budget attached
hereto as Exhibit "A99 and incarporated herein for all purposes and Organizatian's spansarship
application an file at the City Finance Department and incorporated herein for all purposes (the
"Spansored Activity99�
II. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of the Sponsorship Funds from City, Organization agrees to
the following terms and conditions:
A. Sponsarship Funds shall be utilized by the Organization only for the purposes set
forth in Article I.
B. Organization shall maintain adequate records to establish that the Spansorship
Funds are used for the purposes authorized by this Agreement.
C. Organization shall permit authorized afficials of City ta review its boaks at any
time.
D. Upon request, Organization shall pravide ta City its bylaws and any af its rules and
regulatians that may be relevant ta this Agreement.
E. Organization will not enter inta any contracts that would encumber Spansorship
Funds for a period that would extend beyond the term af this Agreement.
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F. Organization will appoint a representative who will be available to meet with City
officials when requested.
G. Organization shall, at a minimum, provide insurance as follows:
1) $1,000,000 Commercial General Liability, or $1,000,000 Event Insurance,
covering all events taking place on City-owned property, and
2) $500,000 Liquor/Dram Shop Liability for any event occurring on City-owned
property where alcohol will be pravided or served.
III. TIME OF PERFORMAIVCE
The Spansored Activity sponsored by City shall be undertaken and completed by
Organization within the following time frame:
The term of this Agreement shall commence on the Effective Date (hereinafter defined)
and terminate 5eptember 30, 2019 unless the contract is sooner terminated pursuant to the terms
of this Agreement.
IV. PAYMENTS
A. City shall pay to Organization the Sponsarship Funds after the Effective Date of
this Agreement.
B. Organization shall refund to City within ten (10) working days of City's request,
any sum of the Sponsorship Funds which has been paid by City and which City at any time
thereafter determines:
1) has resulted in overpayment to Organization;
2) has nat been spent strictly in accardance with the terms of this Agreement; or
3) is not supparted by adequate documentation to fully justify the expenditure.
V. EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby
the 5ponsored Activity can be continuously manitored. Organization shall provide its expenditure
reports, including a list of expenditures and capies of invoices ar receipts made with regard ta the
Sponsorship Funds, for review by City prior to the termination of this Agreement. In addition,
upon City's request, Organizatian agrees to pravide City the fallowing data and reports, or copies
thereof:
A. All financial records and external or internal audits. Organization shall submit a
copy of the annual independent audit to City within ten (10) days of receipt of City's request.
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B. All external or internal evaluation reports.
C. An explanation of any major changes in Organization's program services.
D. To comply with this section, Organizatian agrees to maintain records that will
provide accurate, current, separate, and complete disclosure af the status of Sponsorship Funds
received and the Sponsored Activity performed under this Agreement. The record system of
Organization shall contain sufficient documentation to provide in detail full suppart and
justification for each expenditure. Organization agrees to retain all boaks, records, documents,
reports, and written accaunting procedures pertaining to the Sponsored Activity and expenditure
of Sponsorship Funds under this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
Sponsored Activity provided under this Agreement.
VI. DIRECTORS' MEETINGS
Upon City's request, minutes of all meetings of Organization's governing body shall be
available to City within ten (10) working days of appraval,
VII. TERMINATION
The City may terminate this Agreement for cause if Organization fails to perfarm the
Sponsored Activity, violates any covenants, agreements, warranties or guarantees of this
Agreement, the Organization's insolvency or filing of bankruptcy, dissalution, or receivership, ar
the Organization' 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 1(��mCrC�1mm:_.��1'1'��m�;� I l�l��"�w�'" ��,1�I7 COMPLIANCE WITH LAW5
A. Organization shall comply with all applicable equal employment opportunity and
affirmative actian laws ar regulatians. Organization agrees not to discriminate against any person
or class of persons by reason of race, sex, sexual orientation, age, disability, religion, creed, color,
genetic testing, or national arigin in its pravision af the Sponsored Activity. Ta the extent this
Agreement provides that Organization offer accommodatians or services to the public, such
accommodations or services shall be offered by Organization to the public on fair and reasonable
terms.
B, Organization 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 Organization with the nondiscriminatian
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred from further contracts with City.
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IX. WARRANTIES
Organization represents and warrants that:
A. All information, reports and data heretafare or hereafter requested by City and
furnished to City, are complete and accurate as af the date shawn on the informatian, 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 Organization an the date
shown on said report, and the results of the operation for the period cavered by the repart, and that
since said data was pravided ta City, there has been no material change, adverse or otherwise, in
the financial condition of Organization.
C. No litigation or legal proceedings are presently pending or threatened against
Organization.
D, None of the provisions herein contravenes or is in conflict with the autharity under
which Organizatian is doing business or with the provisions of any existing indenture ar agreement
of Organization.
E. Organizatian 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
canditions of this Agreement.
F. None of the assets of Organization 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 Organization to City.
G. Organization acknowledges and agrees that City maintains sale discretion over
which entities are eligible to become a spansared organization. The Organization has na
expectatian, and City has no obligation, to provide any support or funding during and after the
term of this Agreement which exceed the Sponsorship Funds authorized by this Agreement.
Organization disclaims the right to any sponsorship, fees or benefits except as expressly provided
for in this Agreement.
H. Organization acknowledges and agrees that this Agreement and the provisian af the
Spansored Activity hereunder is nonexclusive and that City may enter into similar agreements
with other entities.
I. The Sponsared Activity described herein shall be provided in accardance with all
ordinances, resolutions, statutes, rules, regulations and laws of the City and any federal, state and
local governmental agency of competent jurisdiction.
J. Organizatian and any agent or employee of Organizatian shall act in an independent
capacity and not as officers ar emplayees of the City. City assumes no liability for Organization's
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actions and performance of the Sponsored Activity, nor assumes responsibility for payments,
bonds, taxes, or other commitments, implied or explicit, by or for the Organization. Organization
shall not have authority to act as an agent on behalf of the City.
K. Organization is not opposing the City in any pending or ongoing legal proceeding.
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. Organization shall notify City of any changes in personnel or governing board
composition.
XI. INDEMNIFICATION
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XII. CONFLICT OF 1NTEREST
A. Organization 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 the Sponsored Activity required to be performed under this Agreement.
Organization 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. Organization further covenants that no member of its governing body or its staff,
subcontractors or employees shall violate or cause to be violated the City Ethics Ordinance, as
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amended, or 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 athers; 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 violate or cause to be violated the City Ethics Ordinance, as
amended, or participate in any decision relating to the Agreement which affects his persanal
interest or the interest in any corporation, partnership, or association in which he has direct or
indirect interest.
XIII. ��k��+�bC����T°.�1^,�.�+���'(.�1�"N"�:��im��
Sponsored Activity recognition, signage, branding, publicity, and advertising in
conjunction with the Agreement shall not contain obscenity; pornography; incitement to imminent
lawless action; speech presenting a grave and imminent threat; fighting wards; fraudulent material;
defamatory, libelous, or slanderous material; solicitations to commit, or speech integral to,
criminal conduct; promation of drugs, tobacco, gambling, ar adult entertainment; political
campaign speech, or speech that supports or opposes ar appears to support or oppose a ballot
measure or initiative, or refers to any person in ar campaigning for public ofiice.
XIV. 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 Organization or City, as the case may
be, at the following addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Dentan, TX 76201
Fax No. 940.349.8591
ORGANIZATION
Explorium Denton
Anyah Martinez
Director
P.O. Bax 52145
Denton, TX 76207
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.
XV. MI5CELLANEOUS
A. Organization shall nat transfer, pledge or otherwise assign this Agreement ar any
interest therein, or any claim arising thereunder to any party or parties, bank, trust company ar
other financial institution without the prior written appraval of City.
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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 Organization 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 Organization. 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.
IN WITNES� 'G�°"�i��C�I:;OF, the parties do hereby affix their signatures and enter into this
Agreement as of the ���'���"�m� day of ����'���p��" ���� , 2018 ("Effective Date").
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CITY OF DENTON, TEXAS
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TODD HILEMAN, CITY � �
MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
,����'1'T�'t�VED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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BY: �
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DIRECTOR
ATTEST:
SECRETARY
EXPLORIUM DENTON
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Advertising $ 1,500
Magazines, Newspapers, adio, Social Media, Flyers
Consumables 750
Coffee Beans, aking Supplies and Paper Goods
Directional Signage 750
$ 3,000