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19-1041ORDINANCE NO. 19-1041 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON MUSIC AND ARTS COLLABORATIVE; PROVIDING FOR THE EXPENDITURE OF FUNDS; AUTHORIZING THE CITY MANAGER, OR HIS DESIGIVEE, TO EXECUTE SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council desire to support Denton Music and Arts Collaborative for the continuation of its programs, which support and encourage creative arts in Denton; and WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City of Denton and the Denton Music and Arts Collaborative, attached hereto and made a part hereof by reference (the "Service 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. SECTION 2. The Service Agreement between the City of Denton and the Denton Music and Art Collaborative hereto, and made a part hereof by reference is hereby approved. SECTION 3. The City Manager, or his designee, is hereby authorized to execute the Service Agreement and to carry out the duties and responsibilities of the City under the Service Agreement, including the expenditure of funds as provided in the Service Agreement. SECTION 4. This Ordinance shall become effective immediately upon its passage and approval. The m��w��t��t l�w ��s �� k�r �� :r�� w�� 1� l��r � ,�'� �� °�`��,' " � � �� and seconded l°��" _... �° '�'`��''...:�� ....�r� � � . l ��t� C�N.��li �� c�� N°��. � , �� "�.. �� ; approved by the following vote I�._ U� J Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1: � ,�� Keely Briggs, District 2: � ^"'' Jesse Davis, District 3: ��" _��.�'�_�.._. John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: �, ,�� w��;��. PASSED AND APPROVED this the ��'� � day of r,�� "� ��,�!� 2019. �.�_.. ...� ._........ , � �� , ...::..�.m �,�.. �'" . . ��.�� .�.ro.��..,..,��_..�..,.m.,.�.�..,��.�,..,��.m..........� ....................�. �� ¢� CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY _w�,� ��'�� "�� BY: �� ,��.,. � �;� �� APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY � BY: �� .. �. ... � °�------_ � SERVICE AGREEMENT BETWEEN THE CITY �F DENTON, TEXAS AND DENTON MUSIC AND ARTS COLLAB�RATIVE This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, laereinafter refei7ed to as "City", and Denton Music and Arts Collaborative, a Texas non-profit corporation, hereinafter refei�red to as "DMAC". WHEREAS, City has determined that the propasal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the DMAC's general expenses; a�id 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,SERVICES 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 crea#ive arts in our unique city. IL ��i..��".i'�:1,�� " ��' In consideration of the receipt of funds from City, DMAC agrees to the following terms and conditions: A. Five Hundred Dollars and no/100 {$SOQ.00) shall be paid to DMAC by City to be utilized for the purposes set forth in Ariicle I. B. DMAC will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. DMAC will permit authorized officials of City to review its books at any time. D. Upon request, DMAC will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. �. DMAC will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. Page 1 of 7 F. DMAC wzll appoint a representative who will be available to meet with City afficials when requested. TI�e services funded by City sl�all be undertaken and coinpleted by DMAC within the following time frame: The term of this Agreement s11a11 co�nmence 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 'ro 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 bank statements for review by City at City's discretion. In addition, upon request, DMAC agrees to provide City ihe 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. � _ r , w ; • , . •' . - � •! ,, . _ D. To comply with this section, DMAC agrees ta maintain records that will provide accurate, current, separate, and complete disclosw•e of the status of funds received and the services performed under this Agreemei�t. DMAC's record system shall contain sufficient documentation to provide in detail full support and justification for each expcnditure. DMAC agrees to retain all Page 2 of 7 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 recards that clearly reflect the level and benefit of services pi•ovided under this Agreement. VI. MEETINGS Upon request, minutes of ali meetings of DMAC's governin� body shall be available to City within ten (10} working days of approval. VII. TERMINATTON The City may terminate this Agreement for cause if DMAC violates any covenants, agreements, or guarantees of this Agreement, the DMAC's insolvency or filing of bankruptcy, dissolution, or receivership, or the DMAC's 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'�'� �' .��DmCOMPLTANCE WITH LAWS A. DMAC shall comply with all appIicable equal employment opportunity and affinnative action laws or regulations. B. DMAC will furnish all information and reports requested by City, and will permit access to its books, records, and aceounts fox• purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of DMAC's 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 ofthe date shown on the information, data, or repoi�t, and, since that date, have not undergone any significant change without w�ritten notice to City. B. Any supporting bank 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 said data, there has been no material change, adverse or otherwise, in the financial condition of DMAC. Page 3 of 7 C. No liti�ation or legal proceedings are presently pending or threatened a�aiz�st DMAC. D, None of the provisions herein contravenes or is in conflict with the authority under which DMAC is doing business or wifih 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 aIl 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 character, except for cun•ent taxes not delinquent, except as shown in the bank statements fiunished 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. CHANGES AND AMENDMENTS A. Any alterations, additions, or deIetions 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 understoad 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. DMAC shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, tlie 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 of 7 XII. CONFLICT OF INTERESwT A. DMAC covenants that neither it noi• any member of its governing bady presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required t� be performed under this Agreement. DMAC further covenants that in the performance of this Agreement, no person having sucll 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 p�sition for a purpose that is or gives the appearance of being motivated by desire f�r private gain for himselflk►erself, or others; particularly those with which he/she has family, business, or other ties. C. No ofiicer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval ofthe unde�rtaking 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, ar DMAC in which he has direct or indirect interest. XIII. NOTICE Any i�otice 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 io DMAC or City, as the case may be, at the following addresses: CITY City oi Denton, Texas Attn: Ci#y Manager 215 E. McKinney Denton, TX 76201 DMAC Nic Bagherpour President 1812 Linden St. Denton, TX 76201 Either pariy may change its mailing address by sending notice of change of address to the other at the above address by certifed mail, return receipt requested. XIV. MISCELLANEOUS A. DMAC shall noi 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 f nancial institution without the prior written approval of City. Page 5 of 7 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 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 WITNESS '�f �� .��', the ��r�t;�a�� do hereby affix their signatures and enter into this Agreement as of the �°�'�`�� day of ��,�.��° ��.�e , 2019. , CITY OF DENTON m d�µM �� n�Sm� �� ..l �� . � � � � . � � ,��, � �, �: �� "�. �,n �.�,��._,_. _._. � TODD 1 [[� ��1, CITY MANAGER ��mmm.m� � w � � � �� M. � ATTEST: ` �� "' ROSA RIOS, CITY SECRETARY V� �.y W�,'� , BY° � .�°= d�� .�� .��.,' -� ��:�' � APPROVED AS TO LEGAL FORM: AAF I: Page 6 of 7 DMAC ��. �� _ �. BY: �� .�. ....... �.�.,� � _. ��"+. �� 1�� l��UR � _....__� ��.� EXECUTIVE DIRECTOR Page 7 of 7