19-443SAlegahour documents\ordinances\] 9\DCM
ORDINANCE NO, 19-443
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND DENTON COMMUNITY MARKET,
INC., FOR THE PURPOSE OF THE 2019 1OTr-r ANNIVERSARY OPENING DAY
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 Denton Community Market, Inc., for funds to be used for 2019 101l,
Anniversary Opening Day 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, 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.
SECTIONMr2. 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.
secondedhby I"a�c�till'�� all�rl•c��Jc� ��Is. ' , � the ()rdaaz�aa�rce. t�j � a� � �^ ....... and
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a,mitj._. _ w, s :r�assecl «arid approved by
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Aye Nay Abstain Absent
Chris Watts, Mayor:'`
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2: V_�...
Don Duff, District 3:
°"
John Ryan, District 4: _........
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the day of .� -� r , 2019.
CAIa�. .................m-.-._.......
lS,ATTS, MAY 0R
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ATTEST:
RACHEL WOOD, INTERIM CITY SECRETARY
411,
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY, .....__z �- . . ................ ._
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AgreementThis - e entered into by and between of Denton, . Homn.
Kule Municipal Corporation, hereinafter referred to as "City", and Denton Community Market,
Inc., a Texas Non -Profit Corporation, hereinafter referred to as "Organization."
WHEREAS, City has determined that sponsorship of the 2019 10th Anniversary Opening
Day 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; an!
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the
public interest;
ThousandThe City shall pay Three Dollars and 1 11 11' 1) ("Sponsorship ds")
ilit kocal MOT-WiVA ifff]" 101mron?AMrso�siro�,,er manner; the
2019 10th Anniversary Opening Day 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
In consideration of the receipt of the Sponsorship Funds from City, Organization agrees tv.
the'following terms and conditions
forthA. Sponsorship Funds shall be utilized by the Organization only for the purposes set
Article
FundsB. Organization shall maintain adequate records to establish that the Sponsorshi�.
1 for the purposes authorized by ,
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
Funds for a period that would extend beyond the term of this Agreement.
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F. Organization will appoint a representative who will be available to meet with City
officials when requested.
� 1 11 111 1
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-owne,41
property where alcohol will be provided or served.
I I I M N I iTj I MGM" HIS] EMOV
The Sponsored 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 September 30, 2019 unless the contract is sooner terminated pursuant to the terms
of this Agreement.
11902,�
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 sum of the Sponsorship Funds which has been paid by City and which City at any time
thereafter determines:
Organization agrees to participate in an implementation and maintenance system whereby
the Sponsored Activity can be continuously monitored. Organization shall provide its expenditure
reports, 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 Citi:jILLQ• _Qrganization agrees to %rovide Cit the following data and rexorts, or coivie--,
thereof.
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B. All external or internal evaluation reports.
D. To comply with this 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 Organization of
Sponsored Activity provided under this Agreement.
Upon City's request, minutes of all meetings of Organization's governing body shall bii
Y.vailable to City within ten (10) working days of approval.
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, dissolution, 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 this paragraph.
V111. [TY AND CONWLIANCE WITH LAWS
A. Organization shall comply with all applicable equal employment 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 Organization offer accommodations or services to the public, such
W11-Mbk—
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.
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C. In the event of noncompliance by Organization with the nondiscrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, ani
Organization may be barred from further contracts with City.
IMMME=
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 tit.
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 on the date
� -4 and that
. rMfAIMM sy
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 legal proceedings are presently pending or threatened against
Organization.
D. None of the provisions herein contravenes or is in conflict with the authority under
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
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 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 except 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.
M-MUM
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1. 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 commitments, implied or explicit, by or for the Organization. Organization
shall not have authority1 act as an agent on behalf of
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.
•
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
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.
1
• 1 1' ' 1 ; I 1 .
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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
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
carrping, out of this Agreement the Citp 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.
Sponsored Activity recognition, signage, branding, publicity, and advertising in
lawless action -_syx&ch_�,tresenting, agrave and imminent threat- fighting words,-. fraudulent material
defamatory, libelous, or slanderous material; solicitations to commit, or speech integral to,
criminal conduct; promotion of drugs, 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.
g4we
Any notice or other written instrument required or permitted to be delivered under the terms
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:
9 : , �'.- �9,1
City of Denton, Texas
Denton Community Market, Inc.
Attn: City Manager
Vicki Oppenheim
215 E. McKinney
Board President
Denton, TX 76201
P.O. Box 3057
Fax No. 940.349.8591
Denton, TX 76202
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APPROVED AS TO LEGAL FORM
AARON LEAL,CITY ATTORNEY
DENTON COMMUNITY MARKET, INC.
..,
� �r &� .. �� ---roe-- ---..... ............
i c l I
BOARD PRESIDENT
Page 8 of 8
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EXHIBIT A
64UAIW1166��
I 01h Anniversary Opening Day
2019 Budget
Salaries $2,700
Flyers 300
Total $3,000