18-2017S:1legal\our documcnts\ordinanccs\I Sldbcoc
ORDINANCE NO. 1$-2Q 17
AN ORDTNANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
B�TWEEN THE CTTY OF DENTON, TEXAS, AND DENTON BLACK CHAMBER OI'
COMMF,RC�, INC. FOR 'THE PURPOSE OF THE 2019 DENTON BLUES FESTIVAL
SPONSOItSHIP; PROVIDING FOR THE EXPENDITURE OF PUNDS; AND PROVIDING
FOR AN EFFECTIVE DATE.
WH�ItEAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Denton Black Chamber of Commerce, Ine. for funds to be used for the
2019 Denton Blues I'estival sponsorship, 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, THER�FORE,
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, including the expenditure
of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
Second d�bYlnoti �i�to �� �� ����t��Ordinance was maThe Ordi a ce as ,��;���,ITmIT �mmm�m �� -� and
�� Y �,'
' � � ���r3 ���a}�r•�r����d by
the following vote � �� � ��" J;
Clu•is 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:
�
N�a � Abstain Absent
PASSED AND APPROVED this the ����� � day of m�������'���� ���`����� ���w � 2018,
�,w �� � ��� �� , �
� �f° � �� ���
� �:�� .....w��_ti
CH�"��,."-�°'�v'�"� �, MAYOR
S:\Icgallour documcnts\ordinanccs\I8ldbcoc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY � ���+'��������'�%���'�',�� � ��� °
�mm
APPROVED AS TO LEGAL FORM;
AARON LEAL, CITY ATTORNEY
BY: � �'��'�;,� /���12�?.,��cu�
s:\Icgal\our documents\contracls\181dcbcoc contract clean.docx
SPONSORSHIP AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON 13LACK CHAMBER OF COMMERCE, INC.
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 Denton Black Chamber of
Commerce, Inc,, a Texas Non-Profit Corporation, hereinafter referred to as "Organization."
WHERCAS, City has determined that sponsorship of the 2019 Blues Festival serves a
public purpose and has provided funds in its budget for the purpose of paying for the sponsorship
of 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 SPONSORSHIP
Tl�e City shall pay Three Thousand Five Hundred Dollars and no/100 ($3,500)
("Sponsorship Funds") to Organization to be utilized by Organization to perform, in a satisfactory
and proper manner, the 2019 Denton Blues Festival in accordance with the Sponsorship Funds
budget attached hereto as Exhibit "A" and incorporated herein for all purposes and Organization's
sponsorship application on file at the City Finance Department and incorporated herein for all
purposes (the "Sponsored Activity").
II. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of the Sponsorship Funds from City, Organization agrees to
the following terms and conditions:
A. Sponsorship Funds shall be utilized by the Organization only for the purposes sei
foirth in Article I.
B. Or�anization shall maintain adequate records to establish that the Sponsorship
I�unds are used for the purposes authorized by this Agreement.
C. Organization shall permit authorized officials of City to review its books at any
time.
D, Upon request, Organization shall provide to City its bylaws and any of its rules and
regulations that may be relevant to this Agreement.
E. Organization will not enter into any contracts that would encumber Sponsorship
Punds f'or a period that would extend beyond the term of this Agreement.
P. Organization will appoint a i•epresentative who will be available to meet with City
officials when requested.
G. Orgauization shall, at a ulinimum, provide insurance as follows:
1) $1,000,000 Coinmercial General Liability, or $1,000,000 Event Insurance,
covering all events takin� 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 provided or served,
II1. TIME OF PERPORMANCE
The Sponsored Activity sponsored by City shall be undertaken and completed by
Organization within the fol]owing 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 of
this Agreement.
B. Organization shall refund to City within ten (10) working days of City's request,
any su�n of the Sponsorship Funds which has been paid by City and which City at any time
thereafter determines:
]) 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 documentation to fiilly justify the expenditure.
V. �V�ILUATION
Or�anization agrees to participate in an implementation and maintenance system whereby
the Sponsored Activity can be continuously monitored. Organization shall provide its expenditure
repoi�ts, including a list of expenditures and copies of invoices or receipts made with regard to the
Sponsorship Funds, for review by City prior to the termination of this Agreement. In addition,
upon City's request, Organization agrees to provide City the following data and reports, or copies
thereof:
A. All fnancial 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 extei-�ial or internal evaluation reports,
C, An explanation of any major changes in Organization's program services.
D. To comply with tliis section, Organization agrees to maintain records that will
provide accurate, current, separate, and complete disclosure of 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 books, 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 subsections shall be construed to relieve Or�anization oi'
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
Sponsored Activity provided under this Agreement.
VI. DIRCCTORS' MEETINGS
Upon City's request, minutes of all meetings oP Organization's 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 Organization fails to perform the
Sponsored Activity, violates any covenants, a�reements, warranties or guarantees of this
Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or
the Or�anization' 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. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Organization shall comply with all applicable equal employxnent opportunity and
affirmative action laws or 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 provision of the Sponsored Activity. To the extent this
Agreement provides that Or�anization offer accommodations 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 nondiscrimination
requirements, the A�reement may be canceled, terminated, or suspcnded in whole or in part, and
Organization may be barred from further contracts with City.
IX. WARRANTI�S
Organization 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 iinancial conditions of Organization on the date
shown on said report, and the results of the operation for the period covered by the report, and that
since said data was provided to City, there has been no material change, adverse or otherwise, in
the financial condition of Organization.
C. No litigation or le�al proceedings are presently pending or threatened against
Organization.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Organization is doing business or with the provisions af any existing indenture or agreement
of Organization.
E, Organization 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 Organization are subject to any lien or encumbrance of any
characier, except for current taxes not delinquent, except as shown in the iinancial statements
furnished by Organization to City.
G. Organization acknowledges and agrees that City maintains sole discretion over
which entities are eligible to become a sponsored organization, The Organization has no
expectation, 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 cxcept as expressly provided
for in this Agreement.
H. Organization acknowledges and agrees that this Agreement and the provision of the
Sponsored Activity hereunder is nonexclusive and that City may enter into similar agreements
with other entities.
I. The Sponsored Activity described herein shall be provided in accordance with all
ordinances, resolutions, statutes, rules, regulations and laws of the City and any federal, state and
local governmental agency of competent jurisdiction,
J. Organization and any agent or employee of Organization shall act in an independent
capacity and not as officers or employees of the City. City assumes no liability for Organization's
actions and performance of the Sponsored Activity, nor assumes responsibility for payments,
bonds, taxes, or other coinmitments, implied or explicit, by or for the Organization. Or�anization
shall not have authority to act as an a�ent 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.
S AND AMENDMENTS
X. CHANGE�.... .._�. ��_..�....�...._.�..�
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 pai�t of the Agreement on the effective date specified by the law or
regulation.
C. Organization shall notify City of any chan�es in persoimel or �overnin� board
composition.
XI. INDEMNIFICATION
ORGANIZATION AGREES TO INDEMNIFY, HOLll 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 ORGANIZATION OR THUSE SI'ONSOREll
ACTIVITI�S CONTCMPLAT�D BY THIS AGREEMENT, INCLUDING ALL SUCH
CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR
STATUTORY LAW, OR BASED, TN WHOLE OR IN PART, UPON ALLEGATTONS OF
N�GLIGENT OR INTENTIONAL ACTS OF ORGANIZATION, ITS OFFICE1tS,
EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES.
XII. CONFLICI' OF INTCREST
A. Oi•gauization 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 perfornled under this Agreement.
Or�anization 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 bc violated the City Ethics Ordinance, as
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 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 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, parinership, 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; f ghting words; fraudulent material;
defamatory, libelous, or slanderous material; solicitations to commit, or speech integral to,
criminal conduct; proinotion of dru�s, tobacco, gambling, or adult entertainment; political
campaign speech, or speech that supports or opposes or appears to support or oppose a ballot
measure or initiative, or refers to any person in or campaigning for public office.
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 tJnited States mail, postage prepaid, re�istered or certified, return receipt
requested, or via hand-delivery oc 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
Denton, TX 76201
ORGANIZATION
Denton i3lack Chamber
Commerce, Tnc.
Reggie Hill
Board President
P.O. Box 51026
Denton, TX 76201
of
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. MISCELLANEOUS
A. Organization 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 fnancial institution without the prior written approval of City.
B. If any provisinn 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
ori�inal 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,
ox 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 befiween the parCies 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 acco�•dance 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.
� �'� 1�r"�� �I����1 �a� "�'� ���5�.1:�C.���� t%ac� �� taa�� c���� k�� � c�la� ��t"�i� lta�ir �d������t��xr�� �u�r�� �����r i���.<�� t������
� � � � ��. � �
��;�µ��������t �w a�� 1��� �"�� �. ���� a��"._�__�� ���'��°�'�-�,���'�..a , �d�1� �����f���:�iv� C���;�"'�,
CITY OF DENTON, TEXAS
k �� µ ,,, � � .,.����
d�� r��,�
�.� �. -� ,...,...w...
TODD HILEMAN, C� ���� �����A����
ITY M NAGER
ATTEST;
JENNII'ER WALTERS, CITY SECRETARY
B Y � � ,.�, � ����"� .�����"���°���� �..���� ��, �'"��'��� ��"�.
APPROVED AS TO L,EGAL FORM:
AARON LEAL, CITY ATTORN�Y
� ,�� �,.;..:a'��... _ ,�,,�
BY --— ���w..,,,,� � � �������a,����
, �
� � �
DENTOhI BLACK �HAMBER OF
��"�:�d'�"i �91 °;1� ��,�.`ry INC.
�`� ��°� � � �y
�� � �
�PRESIDENT ...N.......� ..............�...._��...�..r..........................�.�._�e..n.,....a.....�................
CXHIBIT A
SPONSORSHIP FUND BUDGET
Denton Black Chamber of Commerce, Inc.
2019 Denton Blues Festival
Stage and Sound Equipment $3,500