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21-369S:\Legal\CC\Council Contingencies\Ordinance - DMAC 202 1.doc ORDINANCE NO. 21-369 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 DESIGNEE TO EXECUTE SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED FOUR HUNDRED DOLLARS ($400); AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the purpose of Denton Music and Arts Collaborative is to 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 of local musicians and artists and encouraging new musicians and artists to thrive and put down roots in Denton; and WHEREAS, the Denton Music and Arts Collaborative’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 Annintor contributed a total of $400 from available contingency funds for the organization; and WHEREAS, the City of Denton supports non-profit organizations that strive to make the City a better place by providing help for the at-risk in the community; and WHEREAS, the City Council of the City of Denton hereby finds that the 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 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 under the Agreement, including the expenditure of funds in an amount not to exceed $400 in accordance with the terms of the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. S:\Legal\CC\Council Contingencies\Ordinance - DMAC 2021.doc Th, m.ti,„ t, ,pp„„, thi, „diD,„,S w„ m,d, by :Jesse ChatS and seconded-h– ddt:> ArM tAXOr ' . approved by the following vote U - m: Aye Nay Abstain Absent Gerard Hudspeth, Mayor: Birdia Johnson, District 1 : Connie Baker, District 2: Jesse Davis, District 3 : John Ryan, DistrIct 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: \/a \/ \/ \/ \/ PASSED AND APPROVED this the if day of fMrCVu , 2021. dERARDl{nfZTH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY A DenBy 99ned by Cattbane CNton IBII I(pr : IeIpII14bJ 1 /1A)I(IIpIIIpIII@ Be:= = BY: b\511111111 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, hereinafter referred to as “City”, and Denton Music and Arts Collaborative, a Twas non-pro6t organization hereinafter referred to as “DMA(?’. WHEREAS, City has determined that the proposal for services merits assistance and can provide needed sewioes 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 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 will be for the purpose of paying expenses for medical insurance subsidies for DMAC members. 11. OBLIGATIONS OF DMAC In consideration of the receipt of funds from City, DMAC agrees to the following terms and conditions: A. Four Hundred Dollars and no/100 ($400.00) 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 authorized by this Agreement. C.DMAC will permit authorized o£6cials 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. Page 1 of 7 F. DMAC will appoint a representative who will be available to meet with City ofBcials when requested. III. TUv£E OF PERFORMANCE The services funded by City shall be undertaken and completed by DMAC within the following time aame: The term ofthis Agreement shall commence on the cReative 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 afRxed to this Agreement. rv. PAYMENTS A. PAYMHVrs TO 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 ofCity’s request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) 2) 3) has resulted in overpayment to DMAC; or has not been spent strictly in accordance with the terms of this Agreement; or is not supported by adequate documentation to fullyjusti B' 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 (10) days of receipt. B.All external or internal evaluation reports. C An explanation of any major changes in program services. 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 performed Page 2 of 7 under this Agreement. DMAC’s record system shall contain su£acient documentation to provide in detail 6ll] support and justi6cation 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 6ve years. Nothing in the above subsections shall be construed to relieve DMAC of responsibility for retaining aocurate and current records that clearly reflect the level and bene6t 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, the DMAC’s insolvency or filing of bankrupt% 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 tenninate this Agreement for other reasons not speci6cally 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 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. I laB DMAC represents and warrants that: A. All infol'nration, reports and data heretofore or hereafter requested by City and Rlrnished to City, are complete and accurate as ofthe date shown on the information, data, or report, and, since that date, have not undergone any signi6cant 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 £nancial conditions ofDMAC on the date shown on said Page 3 of 7 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 6nancial condition of DMA(;. 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 ofthis Agreement. F. None ofthe assets ofDMAC are subject to any ben 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 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 modi6cations are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a pan of the Agreement on the effective date speci6ed by the law or regulation. C.DMAC shall notify City of any changes in personnel or governing board composition. XI. nqDEbn{IFicATION TO THE EXTENr AUTHORIZED BY LAW, THE Dh£AC AGREES TO INDEMNIW, HOLD HARMLESS, AND DEFEND THE crm, rls OFFICERS, AGENrs, AND EMPLOYEES FROM AND AGAINST ANY AND AIL CLAIMS OR sums FOR m JURIES, DAMAGE, LOSSORLIABILrrY OF WHATEVER KUID ORCHARACrER, ARISING OUT OF OR IN CONNECTION WIFH THE PERFORMANCE BY THE D&IAC OR THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDHiG ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON, coNSTTTtrrioNAL ORSTATtrrORY LAW, OR BASED, IN WHOLE OR UV PART, UPON ALLEGATIONS OF NEGLIGENT OR urrENTiONAL ACTS OF DMAC, ns OFFICERS, EMPLOYEES, AGENTS, Page 4 of 7 SUBCONTRACTORS, LICENSEES AND DwrrEES. MI. CONFLICT OF nqTEREST 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 sewiaes 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 staR subcontractors or employees shall possess any interest in or use higher position for a purpose that is or gives the appearance of being motivated by desire for private gain for himseWhersel£ or others; particularly those with which he/she has family, business, or other ties. C. No o£Hcer, 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 carTying out of this Agreement shall participate in any decision relating to the Agreement which aReas his personal interest or the interest in any corporation, partnership, or DMAC in which he has direct or indirect interest. xm, 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 AHn: City Manager 215 E. McKinney Denton, TX 76201 DMAC Nic Bagherpour 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 certi6ed 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 6nancial 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 shaH 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 oommitted by DMAC. Neither shall such payment, act, or omissioninany manner impair or prejudice any right, power, privilege, or remedy available to City to enforoe its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the eRect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agr@meat, assertion, statement, understanding, or other commitment occurring during the Mm of this Agreement or subsequent thereto, have any legal force or eRect 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, the parties do hereby amx their signatures and enter into this Agreement as of the IbA day of Cha(LK , 2021. DENT(yR ImA Fm? MANAGER ATTEST: ROSA RIOS, CITY SECRETARY -eg2'c' . 61111111/1/ APPROVED AS TO LEGAL FORM: AARON LEAk CITY ATTORNEY a„-@,NBY: Page 6 of 7 DENTON MUSIC AND ARTS COLLABORATIVE BY RPOURNIC BAI PRESDENr Tins AGREEMENr HAS BEEN BOTH REVIEWED AND APPROVED as to 6nancial and operational obligations and business tellus Page 7 of 7