20-1735S:\legal\our documents\ordinances\20\kiwanis fireworks
ORDINANCE NO.20-1735
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AMENDED AND
RESTATED SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND
KIWANIS YOUTH SERVICES, INC. FOR THE PURPOSE OF 4TH OF JULY FIREWORKS
SHOW SPONSORSHIP; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, due to the COVID-19 pandemic, Kiwanis Youth Services, Inc., is unable to
provide the 4th of July fireworks show during 2020; and
WHEREAS, the City Council of the City of Denton hereby finds that the Sponsorship
Agreement between the City and Kiwanis Youth Services, Inc., entered into on November 5,
2019 for funds to be used for 2020 4th of July fireworks show sponsorship, should be amended,
restated and replaced in its entirety, and that a portion of sponsorship funds that were to be
utilized for the 2020 4th of July fireworks show shall be retained by Kiwanis Youth Services,
Inc., to be used for the 2021 4th of July fireworks show, which 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 City Manager, or his designee, is hereby authorized to execute the
Amended and Restated Service Agreement (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.
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Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jessie Davis, District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
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S:\legal\our documents\ordinances\20\kiwanis fireworks
PASSED AND APPROVED this the ZZ AA day of _, 2020.
CHRIS WATTS, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:a
APPROVED AS TO LEGAL FORM:
AARON LEAL. CITY ATTORNEY
DocuSign Envelope ID: 684F5D62-5E83-49F6-B5D5-91204AI CADF8
AMENDED AND RESTATED SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
KIWANIS YOUTH SERVICES, INC.
This Amended and Restated Agreement (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 Kiwanis Youth Services, Inc. a Texas Non-Profit Corporation, hereinafter referred
to as “Organization” and amends, restates, and replaces in its entirety the prior Sponsorship
Agreement between the City and Organization entered into on November 5, 2019.
WHEREAS, City has determined that sponsorship of the 202 1 4th of July fireworks show
serves a public purpose and has provided funds in its budget for the purpose of paying for
contractual services; 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 SERVICES
Organization 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 Organization for the 2021 4th of July fireworks
show.
11. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following
terms and conditions:
A. Forty Thousand Dollars and 00/100 ($40,000.00) shall be paid to Organization by
City to be utilized for the purposes set forth in Article 1. Of the $40,000 amount, Twenty-Five
Thousand Dollars and no/100 ($25,000.00) was paid to Organization on November 5, 2019 and
will rollover and be used for the for the purposes set forth in Article I and as described in Exhibit
B. Organization will maintain adequate records to establish that the City funds are
used for the purposes authorized by this Agreement.
C.Organization will permit authorized officials of City to review its books at any time.
D. Upon request, Organization will provide to City its Bylaws and any of its rules and
regulations that may be relevant to this Agreement.
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E. Organization will not enter into any contracts that would encumber City funds for
a period that would extend beyond the term of this Agreement.
F. Organization will appoint a representative who will be available to meet with City
officials when requested.
III. TIME OF PERFORMANCE
The services funded 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 and terminate September
30, 2021 unless the contract is sooner terminated under Section VII "Suspension or Termination."
IV. PAYMENTS
A. PAyMENTS TO ORGANIZATION. City shall pay to Organization the sum specified in
Article II after the effective date of this Agreement.
B. ExcEss PAYMENT. Organization 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 Organization; 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
Organization agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. Organization agrees to make available its financial
records for review by City at City's discretion. In addition, upon request, Organization agrees to
provide City the following data and reports, or copies thereof:
A. All external or internal audits. Organization shall submit a copy of the annual
independent audit to City within ten (10) 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, Organization agrees to maintain records that will
provide accurate, current, separate, and complete disclosure of the status of funds received and the
services performed under this Agreement. The record system of Organization shall contain
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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 services provided and expenditure of funds under this Agreement for
five years.
E. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. DIRECTORS' MEETINGS
Upon request, minutes of all meetings of Organization’ 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 violates any covenants,
agreements, 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 due
to non-appropriation of funding in the City budget and for other reasons not specifically
enumerated in this paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Organization shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
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 Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred from further contracts with City.
IX. WARRANTIES
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
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DocuSign Envelope ID: 684F5D62-5E8349F6-B5D5-91204AI CADF8
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cancellations\kiwanis\kiwanis sponsor contract amend final 20 to rollover to 2021 legal 8 24 2020.docx
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
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 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
which Organization is doing business or with the provisions of 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
character, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization 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 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 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
composltlon.
XI. [NDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE ORGANIZATION 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 Tm
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ORGANIZATION 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
ORGANIZATION, ITS OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS,
LICENSEES AND INVITEES.
XII. CONFLICT OF INTEREST
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 services 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 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 association 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 Organization or City, as the case may
be, at the following addresses:
CITY ORGANIZATION
City of Denton, Texas
Ann: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
Kiwanis Youth Services, Inc.
Board President
1001 N. Elm St
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.
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XIV. 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 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 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.
rN WITNESS WHEREOF,
Agreement as of the BhA day
the parties do hereby affix their
2020ofB
signatures and enter into this
OF DENTI TEXAS
b
FffmAc
ATTEST:
ROSA RIOS, CITY SECRETARY
#;;23/
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Page 6 of 8
DocuSign Envelope ID: 684F5D62-5E8349F6-B5D5-91204AI CADF8
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cancellations\kiwanis\kiwanis sponsor contract amend final 20 to rollover to 202 1 legal 8 24 2020.docx
/'-tnusigned bV
I }A, a BI',HMIBY: \7F9D328BF0204E5_
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations and business terms.
cassandra Ogden
SIGNATURE PRINTED NAME
Director of Flnance
TITLE
KIWANIS YOUTH SERVICES, INC.
BOARD PRESIDENT
Page 7 of 8
DocuSign Envelope ID: 684F5D62-5E8349F6-B5D5-91204AI CADF8
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cancellations\kiwanis\kiwanis sponsor contract amend final 20 to rollover to 202 1 legal 8 24 2020.docx
EXHIBIT A
SPONSORSHIP FUND BUDGET
Kiwanis Youth Services
2021 July 4th Fireworks Show
FY2019-20 Rollover
Pyrotechnics $ 25,000
FY2020-21
Sound System
Band/Equipment
Stadium Clean-up
Security
$ 2,250
3,000
8,500
1 ,250
$ 15,000
Contract Total $ 40,000
Page 8 of 8
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Allen Chick
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