21-1733ORDINANCE NO. 21-1733
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 TO EXECUTE SAID
AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY
FUNDS IN AN AMOUNT NOT TO EXCEED ONE THOUSAND SIXTY-SIX DOLLARS
($1,066); AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the purpose of 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 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 Beck contributed a total of $500 from available
contingency funds for the organization and Council Member Maguire contributed a total of $566
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 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 $1,066 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
and seconded by 2� ; boy- ff)cLqy; C Q This ordinance was passed and
approved by the following vote [ -7 - 01:
Aye Nay Abstain Absent
Gerard Hudspeth, Mayor:
Vicki Byrd, District 1: ✓
Brian Beck, District 2:
Jesse Davis, District 3:
Alison Maguire, District 4: -1/—
Deb Armintor, At Large Place 5: ,/
Paul Meltzer, Mayor Pro Tem: I/
PASSED AND APPROVED this the 7 �s t _ day of �}��' , 2021.
GERARD TJUI5SPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM: 3 V..j '•. ti
CATHERINE CLIFTON, 1 e 6 arce T'a t4unnTTORNEY
DN: cn—Marcella Lunn, o, • : r
ern City Denton,
�u1Yt i -mail=mararcefla.lunnftty ofdent
on.com,c=US �•. •�•••� Gy
BY. _ "ate:2021.09.}611:12:17-05'00' �j rY7,ON
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DocuSign Envelope !D: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
COUNCIL CONTINGENCY FUND 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
Texas non-profit corporation, hereinafter referred to as "DMAC".
WHEREAS, City has determined that the services provided by DMAC 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 DMAC
In consideration of the receipt of funds from City, DMAC agrees to the following terms and
conditions:
A. One Thousand Sixty -Six Dollars and no/100 ($1066.00) shall be paid to DMAC
by City to be utilized for DMAC's medical insurance subsidies to its beneficiary members
supporting local artists and musicians.
B. DMAC will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Upon request, DMAC 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. DMAC will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
E. DMAC will appoint a representative who will be available to meet with City officials
when requested.
F. DMAC 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 DMAC's non-compliance with the non-discrimination requirements, the Agreement may
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be canceled, terminated, or suspended in whole or in part, and DMAC may be barred from further
contracts with City.
C DMAC 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 DMAC, unless the contract is sooner terminated
under Section V "Termination".
III. PAYMENTS
A. PAYMENTS TO DMAC. City shall pay to DMAC the sum specified in Article H 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: 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 fully justify the
expenditure.
IV. EVALUATION
DMAC agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. DMAC shall maintain records that provide complete and
accurate statements as to the status and use of City funds. In addition, upon request, DMAC agrees
to provide City the following data and reports, or copies thereof: all external or internal audits.
DMAC 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 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 of this Agreement. The City may terminate this Agreement for other reasons not
specifically enumerated in this paragraph, including for convenience.
VI. WARRANTIES
DMAC 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 DMAC, 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 DMAC.
C. 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.
D. 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.
E. DMAC 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. DMAC shall notify City of any changes in personnel or governing board composition.
VIII. 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 ANYAND ALL CLAIMS OR SUITS FOR INJURIES,
DAMAGE, LOSS, OR LIABILITY OF WHATEVER HIND OR CHARACTER, ARISING
OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY DMAC OR THOSE
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDINGALL SUCH CLAIMS
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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.
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 DMAC or City, as the case may be, at the
following addresses:
CITY DMAC
City of Denton, Texas Denton Music and Arts Collaborative
Attn: City Manager Nic Bagherpour, President
215 E. McKinney 1812 Linden Drive
Denton, TX 76201 Denton, TX 7621
E -Mail: sara.hensley@cityofdenton.com E -Mail: [" c• bag e rpou r@macdenton . o rg
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. DMAC 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 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
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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 WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the 21st day of September , 2021.
CITY OF DENTON
ooc"SiigLgned by:
z �74
TM743LEY, INTERIM CITY
MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: I—Signed by:
PIZ JZ14"
1e5cAeC5E175493... DENTON MUSIC AND ARTS
COLLABORATIVE
DoeuSigned by:
BY: �� b
'�WNXVWERPOUR
PRESIDENT
APPROVED AS TO LEGAL FORM: THIS AGREEMENT HAS BEEN
CATHERINE CLIFTON, INTERIM CITY ATTORNEY BOTH REVIEWED AND APPROVED
as to financial and operational obligations
OocuSlgned by: and business terms.
BY:
—894722343811431.._ - DocuSigned by: 6A
' --
4:
A"--
chief of staff
Page 5 of 5
TITLE
Sarah
Kuechler
PRINTED NAME
city Manager's office
DEPARTMENT