18-2019S:\legal\our documenls\ordinances\18\DCLA
ORDINANCE NO. 1 g-ZO 19
AN ORDINANCE OF THE CITY OF D�NTON AUTHORIZING AN AGREEMENT
BETW��N TH� CITY OF DENTON, TEXAS, AND DENTON COUNTY LIVESTOCK
ASSOCIATION, FOR 'THE PURPOSE OF TIiE YOUTH FAIR PUI3LIC SPEAKING
CONT�ST SPONSORSHIP; PROVIDING FOR THE EXI'ENDITURE OF FUNDS; AND
AROVIDING FOR AN EFFECTIVE DAT�.
WI-�ER�AS, the City Council of the City of Denton hereby fnds that the agreement
between the City and Denton County Livestock Association, for funds to be used for Youth Fair
I'ublic Speaking Contest sponsorship, which is attached hereto and made a pai�t hereof by
reference (the "Agreement"), serves a municipal and public purpose and is in the public interest;
NOW, THERCFOR�,
THE COUNCIL OF THE CITY OF D�NTON HEREBY ORDAINS:
SCCTION 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, including the expenditure
of funds as provided in the Agreement.
SEC1'ION 3, This Ordinance shall become effective immediately upon its passage and
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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 Arnzintor, At Large Place 5:
Paul Meltzer, At I,arge Place 6;
PASSED AND APPROVED this the
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Abstain Absent
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ATT�ST:
JENNIFER WAL"I'ERS, Cl'1'Y SECRL`I'ARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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WHEREAS, this Agreement serves a valid municipal and public purpose and is in the
public interest;
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C. Organization shall permit authorized officials of City to review its books at any
tl i110.
D, Upon request, Oi•ganization shall provide to City its bylaws and any of its rules and
i°egulations that may be relevant to this Agreement.
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F. Organization will appoint a representative who will be available to xneet 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/I7ram Shop Liability for any event occnrring on City-owned
praperty where alcohol will be provided or served.
III. TTME OF PERFORMANCE
The Sponsored Activity sponsared by City shall be undertaken and completed by
Organization within the follawing time frame:
The term of this Agreement shall commence on the Effective Date (hereinafter defined)
and terminate September 30, 2019, unless the contract is sooner terminated pursuant to the terms
of this Agreement.
IV. PAYMENTS
A. City shall pay to Organization the Sponsorship Funds after the Effective Date af
this Agreement.
B. Organization shall refund ta 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 not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate dacumentation to fully justify the expenditure.
V. EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby
the Sponsored Activity can be continuously monitored. Organizatian shall provide its expenditure
reports, including a list af expenditures and copies of invoices or receipts made with regard to the
Spansorship �"unds, for review by City prior to the termination of this Agreement. In addition,
upon City's request, Organizatian agrees to provide City the following data and reports, or copies
thereof:
A. All f�nancial 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.
B. All external or internal evaluation reports,
C. An explanation of any major changes in Organization's program services.
D. To coxnply with this section, Organization 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 support and
justification for each expenditure. Organization agrees to retain all boaks, records, documents,
reports, and written accounting procedures pertaining to the Sponsored Activity and expenditure
of Sponsorship Funds under this Agreement for five years.
E. Nothing in the above subsectians 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 Organizatian's governing body shall be
available ta City within ten (10) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if Organization fails to perform the
Sponsored Activity, violates any covenants, agreements, warranties or guarantees of this
Agreement, the Organization's insolvency or filing of bankruptcy, dissalution, or receivership, or
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 tlnis paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Organization shall comply with all applicable equal employment opportunity and
affrmative action laws ar regulations. 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 origin in its pravisian of the Sponsored Activity. To the extent this
Agreement provides that Organization affer accommodations or services to the public, such
accommodations or services shall be offered by Organization to the public an fair and reasonable
terms.
B. Organization will furnish all information and reports requested by City, and will
permit access to its baaks, records, and accounts for purposes of investigation ta ascertain
compliance with local, state and federal rules and regulatians.
C. In the event of noncompliance by Organization with the nondiscrimination
requirements, the Agreement may be canceled, terminated, or suspended in whale or in part, and
Organization may be barred from further contracts with City.
IX. WARRANTIES
Organization represents and wan•ants that:
A. All infarmation, reports and data heretofore ar hereafter requested by City and
furnished to City, are complete and accurate as of the date shawn on the informatian, data, or
repart, and, since that date, have nat undergone any signiiicant change without written notice to
City.
B. Any supporting financial statements heretafare requested by City and furnished to
City, are camplete, accurate and fairly reflect the financial conditions of Organization an the date
shown on said report, and the results of the operation far the periad covered by the repart, and that
since said data was provided to City, there has been no material change, adverse ar otherwise, in
the financial condition of Organization.
C. Na litigatian or legal praceedings are presently pending or threatened against
Organization.
D. Nane of the pravisions herein contravenes or is in conflict with the authority under
which Organizatian is doing business or with the provisions oiany existing indenture or 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
conditions of this Agreement.
F. None af the assets af Organization are subject to any lien or encumbrance af any
character, except far current taxes not delinquent, except as shown in the financial statements
furnished by Organization to City.
G. Organizatian acknowledges and agrees that City maintains sole discretion over
which entities are eligible ta become a sponsared arganizatian. The Organization has no
expectatian, and City has no abligation, to provide any suppart 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 sponsarship, fees or benefits except as expressly pravided
far in this Agreement.
H. Organization acknowledges and agrees that this Agreement and the pro�vision of the
Sponsored Activity hereunder is nonexclusive and that City may enter into similar agreements
with other entities.
I. The Sponsored Acfiivity described herein shall be provided in accordance t��ith all
ordinances, resolutions, statutes, rules, regulatians and laws af the City and any federal, state and
local governmental agency af competent jurisdiction.
J. Organization and any agent or einployee of Organization shall act in an independent
capacity and nat as offcers or employees ofthe City. City assumes no liability for Organization's
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,
�ach 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 terrn 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 snecified by the law or
regulation.
C. Organization shall notify City of any changes in personnel or governing board
cornposition.
XI. INDEMNIFICATION
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XII. CONFLICT OF INTEREST
A. Organization covenants that neither it nor any member of its governin� 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 ernployed 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
amended, ar 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 �ith which he/she has family, business, or other ties.
C. No officer, member, or employee of City and no member of its gaverning body
who exercises any function or responsibilities in the review or approval of the undertaking or
carrying aut 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 personal
interest or the interest in any corporation, partnership, or association in which he has direct or
indirect interest.
XIII, PROHIBITED CONTENT
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 words; fraudulent material;
defamatary, libelous, or slanderous material; solicitations to commit, or speech integral to,
criminal conduct; promotion of drugs, tobacco, gambling, ar adult entertainment; p�litical
campaign speech, or speech that supports or opposes or appears to support or oppose a ballot
measure or initiative, or refers ta any person in or campaigning for public office.
XIV. NOTICE
Any natice ar other written instrument required or permitted ta 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 certiiied, return receipt
requested, or via hand-delivery or facsirmile, addressed to Organizatian or City, as the case may
be, at the fallowing addresses:
CiTY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
ORGANIZATION
Denton County
Association
Board President
P.O. Box 887
Krum, TX 76249
Livestock
Either party may change its mailing address by sending notice of change of� address to the ather at
the above address by certified mail, return receipt requested.
XV. MISCELLANEOUS
A. Organization shall not transfer, pledge or otherwise assign this Agreement ar any
interest therein, or any claim arising thereunder to any party or parties, bank, trust campany 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 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 inteipreted 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.
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CITY OF DENTON, TEXAS
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY �, -... ���_��`��.�����:���� �������� �"�����,
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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Denton County Livestock Association
2019 Youth Fair Public Speaking Contest
ls` Place Division Winners — 4 each $ 300.00
2"d Place Division Winners — 4 each 100.00