21-1728ORDINANCE NO.
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AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND THE DENTON AFRICAN AMERICAN
SCHOLARSHIP FOUNDATION, INCORPORATED FOR THE DENTON BLACK FILM
FESTIVAL; AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT;
PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN
AMOUNT NOT TO EXCEED ONE HUNDRED DOLLARS ($100); AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS, the purpose of the Denton Black Film Festival event is to recognize black
art and bring together some of the best artistic showcases of cinema, music, comedy, poetry, and
more; and
WHEREAS, the City of Denton recognizes the need to financially support nonprofit
organizations as they serve a public purpose; and
WHEREAS, Mayor Hudspeth contributed $100 of available council contingency funds
towards the Denton African American Scholarship Foundation, Incorporated; and
WHEREAS, the City of Denton supports non-profit organizations that strive to make the
City a better place by bringing together citizens of all walks of life; and
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and the Denton African American Scholarship Foundation, Incorporated,
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 their 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 $100 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 ReLKf
and seconded by (�\-�Sorl1 This ordinance was passed and
approved by the following vote [ -1 - 0:
ATTEST:
ROSA RIOS, CITY SECRETARY
Aye
Nay Abstain Absent
Gerard Hudsepth, Mayor:
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Vicki Byrd, District 1:
✓
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
Brian Beck, District 2:
✓
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Jesse Davis, District 3:
✓
_ Data, 2021.09.161058:26-05'00'
Alison Maguire, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, Mayor Pro Tem:
✓
PASSED AND APPROVED this the
21 }
day of!'! mb , 2021.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON AFRICAN AMERICAN SCHOLARSHIP FOUNDATION, INC.
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 African American Scholarship
Foundation Inc., a Texas non-profit corporation, hereinafter referred to as "DAASF".
WHEREAS, City has determined that the services provided by DAASF to the citizens of
City merit assistance through the Council Contingency Fund and City has provided funds in its
budget for such Council Contingency Fund; 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. OBLIGATIONS OF DAASF
In consideration of the receipt of funds from City, DAASF agrees to the following terms and
conditions:
A. One Hundred and no/100 ($100.00) shall be paid to DAASF by City to be utilized
for paying general expenses.
B. DAASF will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
C. Upon request, DAASF will permit authorized officials of City to review its books,
financial statements, and records and provide copies of its By Laws, rules and regulations, and
meeting minutes at any time. Such copies shall be made available within ten (10) business days of
such request. All records pertaining to the funds granted hereby shall be maintained for at least five
(5) years.
D. DAASF will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
E. DAASF will appoint a representative who will be available to meet with City officials
when requested.
F. DAASF will comply with all applicable federal, State, and local laws and policies
including all applicable equal employment opportunity and affirmative action laws or regulations. In
the event of DAASF's non-compliance with the non-discrimination requirements, the Agreement
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Docu&gn Envelope ID; 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
may be canceled, terminated, or suspended in whole or in part, and DAASF may be barred from
further contracts with City.
G DAASF will comply with all applicable federal, State, and local laws and policies
regarding conflicts of interest and will not participate in any transactions or decisions where such a
conflict might exist.
11, TIME OF PERFORMANCE
The term of this Agreement shall commence on the date of the last signature affixed to this
Agreement (the "effective date") and terminate DAASF, unless the contract is sooner terminated
under Section V "Termination".
M. PAYMENTS
A. PAYMENTS To DAASF. City shall pay to DAASF the sum specified in Article II after
the effective date of this Agreement.
B. EXCESS PAYMENT. DAASF shall refund to City within ten (10) working days of City's
request, any sure of money which has been paid by City and which City at any time thereafter
determines: has resulted in overpayment to DAASF; or has not been spent strictly in accordance with
the terms of this Agreement; or is not supported by adequate documentation to fully justify the
expenditure.
TV EVALUATION
DAASF agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. DAASF shall maintain records that provide complete and
accurate statements as to the status and use of City funds. In addition, upon request, DAASF agrees
to provide City the following data and reports, or copies thereof. all external or internal audits.
DAASF shall submit a copy of the annual independent audit to City within ten (10) days of receipt;
all external or internal evaluation reports; and an explanation of any major changes in program
services.
V. TERMINATION
The City may terminate this Agreement for cause if DAASF violates any covenants,
agreements, or guarantees of this Agreement, DAASF's insolvency or filing of bankruptcy,
dissolution, or receivership, or DAASF'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, including for convenience.
VI. WARRANTIES
DAASF represents and warrants that:
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A. All financial reports, information, reports, records, and data heretofore or hereafter
requested by City and furnished to City, are complete and accurate and fairly reflect the financial
conditions of DAASF, if applicable, as of the date shown on the financial report, information, data,
record, or report, and, since that date, have not undergone any significant change, adverse or
otherwise, without written notice to City.
B. No litigation or legal proceedings are presentlypending or threatened against DAASF.
C. None of the provisions herein contravenes or is in conflict with the authority under
which DAASF is doing business or with the provisions of any existing indenture or agreement of
DAASE
D. DAASF 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.
E. DAASF does not have any conflicts of interest with respect to this transaction.
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.
VII. 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. DAASF shall notify City of any changes in personnel or governing board
composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, DAASF AGREES TO INDEMNIFY,
HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS, AND
EMPLOYEES FROM AND AGAINST ANY 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 DAASF OR THOSE
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DocuSign Envelope ID: 6A76B423-E4DB-43F9-9490-D7DF96AD9C25
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDINGALL 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 DAASF, ITS OFFICERS, EMPLOYEES,
AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES.
IX. 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, e-mail, or facsimile, addressed to DAASF 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
E -Mail: sara.hensley@cityofdenton.com
DAASF
Denton African American Scholarship Fund, Inc.
Attn: Harry Eady, President and Festival Director
PO Box 1217
Denton, TX 76202
E -Mail: dentonbff@gmail.com
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.
X. MISCELLANEOUS
A. DAASF shall not transfer, pledge or otherwise assign this Agreement or any interest
therein, or any claim arising thereunder to any party 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 DAASF 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 DAASF. 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
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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 WITNES� WHEREOF, thespartieshdo hereby affix their signatures and enter into this
Agreement as of the 1st day of eptem er 2021.
ATTEST:
ROSA RIOS, CITY SECRETARY
Eo:
Signed by:
BY:
C 9 ...
CITY OF DENTON
Oo
cuHSigned by;
s:
3 �: EY, INTERIM CITY
MANAGER
DENTON AFRICAN AMERICAN
SCHOLAUg1UJ?,:FOUNDATION, INC.
BY: F
HARRY EADY
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
PP DMtUSigned by.-
BY,
y:BY: Um
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PRESIDENT
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
Docusrrignetd by:
Vkttr
=?ATtVr--
chief of staff
TITLE
Sarah
Kuechler
PRINTED NAME
city Manager's office
DEPARTMENT