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20-408ORDINANCE NO. 20-408 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON MUSIC AND ARTS COLLABORATIVE; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED FIVE HUNDRED DOLLARS ($500); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the purpose of the Denton Music and Arts Collaborative is to achieve the preservation, promotion, and continuation of the unique and culturally significant musical and artistic heritage of Denton through programs aimed at improving the lives and livelihoods oflocal musicians and artists and encouraging new musicians and artists to thrive and put down roots in Denton; and WHEREAS, the Denton Music and Arts Coll abo rative's main goal is to preserve the cultural integrity of Denton by enabling musicians and artists to continue to thrive in the City, namely by subsidizing healthcare coverage; and WHEREAS, Council Member Briggs contributed a total of $500 of available council contingency funds towards Denton Music and Arts Collaborative; and WHEREAS, the City of Denton supports non-profit organizations that strive to support the Denton Arts and Music community; and WHEREAS, the City Council of the City of Denton hereby finds that the service agreement between the City and Denton Music and Arts Collaborative, 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 ofthis Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement attached hereto, and to carry out the duties and responsibilities of the City under the Agreement, including the expenditure of funds in an amount not to exceed $500 in accordance with the terms of the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by (;(e~L Y t)e; G& and seconded by V6.2'E JJti v 1 5 . Th s ordinance was passed and approved by the following vote l4,_-_QJ : Aye Nay Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1 : Keely Briggs, District 2 : Jesse Davis, District 3 : v' John Ryan, District 4 : Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6 : _v __ PASSEDANDAPPROVEDthisthe J<5fh dayof ~¥ ,2020. M L).AJ CHRIS WATTS , MAYOR ATTEST : ROSA RIOS, CITY SECRETARY BY:~-~ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY TORNEY SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON MUSIC AND ARTS COLLABORATIVE This Agreement is hereby entered into by and between the City of Denton, a Texas home rule municipal corporation, here ina fter referred to as "City", and Denton Music and Arts Collaborative , a Texas non-profit corporation, hereinafter referred to as "DMAC ". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for DMAC 's medical insurance subsidies to its beneficiary members supporting local artists and musicians, 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 follo w s: 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 will be for the purpose of paying expenses for medical insurance subsidies for DMAC members. II. OBLIGATIONS OF DMAC In consideration of the receipt of funds from City , DMAC agrees to the following terms and conditions: A. Five Hundred Dollars and noll 00 ($500.00) shall be paid to DMAC by City to be utilized for the purposes set forth in Article I. B. DMAC will maintain adequate records to establish that the City funds are used for the purposes au thorized 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. E. DMAC will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. DMAC will appoint a representative who will be available to meet with City officia ls when requested. Page 1 of7 III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by DMAC within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2020, unless the contract is sooner terminated under Section VII "Suspension or Termination". The "effective date" of this Agreement shall be the date the last signature is affixed to this Agreement. IV. PAYMENTS A. PAYMENTSTODMAC. City shall pay to DMAC the sum specified in Article II after the effective date ofthis Agreement. B. EXCESS PAYMENT. DMAC shall refund to C ity within ten (1 0) 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 the 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 (1 0) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, DMAC agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services Page 2 of7 performed under this Agreement. DMAC's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. DMAC agrees to retain all 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 records that clearly reflect the level and benefit of services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of DMAC'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 DMAC violates any covenants, agreements, or guarantees of this Agreement, DMAC's insolvency or filing of bankruptcy, dissolution, or receivership, or DMAC's violation of any law or regulation to which it is bound under the terms ofthis Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. DMAC shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. DMAC 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 ofDMAC'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 of the date shown on the info rmation, data, or report, and, since that date, have not undergone any significant change without written 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 o n Page 3 of7 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 ofDMAC. c . No litigation or legal proceedings are presently pending or threatened against DMAC. D. None of the provisions herein contravenes or is in conflict with the authority under which DMAC is doing business or with 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 all 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 current taxes not delinquent, except as shown in the bank statements furnished 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 deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms ofthis 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. DMAC shall notify City of any changes m personnel or governing board composition. XI. INDEMNIFICATION TO THE EXTENT AUTHORIZED BY LAW, 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 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 Page 4 of7 NEGLIGENT OR INTENTIONAL ACTS OF DMAC, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES. XII. CONFLICT OF INTEREST A. DMAC 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 services required to be performed under this Agreement. DMAC 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. 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 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 participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or DMAC in which he has direct or indirect interest. XIII. 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 DMAC 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 DENTON MUSIC AND ARTS COLLABORATIVE Bruce Burns Vice President 1812 Linden Drive Denton, TX 76201 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. XIV. MISCELLANEOUS A. DMAC 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 financial institution without the prior written approval of City. Page 5 of7 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 origina l 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 consti- tute 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 ofthis 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 WHEREOF, th~rtie s do hereby affix their signatures and enter into this Agreement as ofthe ¢,£fit day of ~ 2020. CITY OF DEN@ dJJ .~ TODD HILEMAN, CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY:~~-d~ APPROVED AS TO LEGAL FORM : AARON LEAL, CITY ATTORNEY Page 6 of7 .. THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DENTON MUSIC AND ARTS COLLABO ~i) BY:~---- VICE PRE SIDEtff ~~ft!CUCW l31lff%v: of PMJ(c A-ffit( rs TITLE Qkf\ic A+Etrrs DEPARTMENT . • . . ·:: ''\; ·., Page 7 of7