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21-222921-2229 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON HOLIDAY FESTIVAL ASSOCIATION, INC. FOR THE PURPOSE OF THE 2021 DENTON HOLIDAY LIGHTING FESTIVAL SPONSORSHIP; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and Denton Holiday Festival Association, Inc., for funds to be used for 2021 Denton Holiday Lighting Festival sponsorship, which is 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 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 as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by P,\-, Son Meq V, C e— and seconded by ?-) C ;0.� CzC. IL . The Ordinance was passe and approved by the following vote [-7 Gerard Hudspeth, Mayor: Vicki Byrd, District 1: Brian Beck, District 2: Jessie Davis, District 3: Alison Maguire, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay V V, Abstain Absent PASSED AND APPROVED this the 19 -'- day of D C -t'6 b eC , 2021. GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY DocuSign Envelope ID: C7A8DB72-17EA-46A3-A972-809DFC521 F81 SPONSORSHIP AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON HOLIDAY FESTIVAL ASSOCIATION, INC. OF DENTON This Agreement is hereby entered into by and between the City of Denton, Texas, a Horne Rule Municipal Corporation, hereinafter referred to as "City", and Denton Holiday Festival Association, Inc., a Texas Non -Profit Corporation, hereinafter referred to as "Organization." WHEREAS, City has determined that sponsorship of the 2021 Denton Holiday Lighting Festival serves a public purpose and has provided funds in its budget for the purpose of paying for the sponsorship of the activities provided by Organization; 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 SPONSORSHIP The City shall pay Two Thousand Five Hundred Seventy Dollars and no/100 ($2,570.00) ("Sponsorship Funds") to Organization to be utilized by Organization to perform, in a satisfactory and proper manner, the Denton Holiday Lighting Festival in accordance with the Sponsorship Funds budget attached hereto as Exhibit "A" and incorporated herein for all purposes and Organization's sponsorship application on file at the City Finance Department and incorporated herein for all purposes (the "Sponsored Activity"). 11. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of the Sponsorship Funds from City, Organization agrees to the following terms and conditions: A. Sponsorship Funds shall be utilized by the Organization only for the purposes set forth in Article I. B- Organization shall maintain adequate records to establish that the Sponsorship Funds are used for the purposes authorized by this Agreement. C. Organization shall permit authorized officials of City to review its books at any time. D. Upon request, Organization shall provide to City its bylaws and any of its rules and regulations that may be relevant to this Agreement. E. Organization will not enter into any contracts that would encumber Sponsorship Funds for a period that would extend beyond the term of this Agreement. DocuSign Envelope ID: C7A8DB72-17FA-46A3-A972-BD9DFC521 F81 F. Organization will appoint a representative who will be available to meet with City officials when requested. G. Organization shall, at a minimum, provide insurance as follows: 1) $1,000,000 Commercial General Liability, or $1,000,000 Event Insurance, covering all events taking place on City -owned property, and 2) $500,000 Liquor/Dram Shop Liability for any event occurring on City -owned property where alcohol will be provided or served. III. TIME OF PERFORMANCE The Sponsored Activity sponsored 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 (hereinafter defined) and terminate September 30, 2022 unless the contract is sooner terminated pursuant to the terms of this Agreement. IV. PAYMENTS A. City shall pay to Organization the Sponsorship Funds after the Effective Date of this Agreement. B. Organization shall refund to City within ten (10) working days of City's request, any sum of the Sponsorship Funds which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; 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 Sponsored Activity can be continuously monitored. Organization shall provide its expenditure reports, including a list of expenditures and copies of invoices or receipts made with regard to the Sponsorship Funds, for review by City prior to the termination of this Agreement. In addition, upon City's request, Organization agrees to provide City the following data and reports, or copies thereof: DocuSign Envelope ID: C7A8DB72-17EA-46A3-A972-BD90FC521 F81 A. All financial records and external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten (10) days of receipt of City's request. B. All external or internal evaluation reports. C. An explanation of any major changes in Organization's 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 Sponsorship Funds received and the Sponsored Activity performed under this Agreement. The record system of Organization shall contain 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 Sponsored Activity and expenditure of Sponsorship 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 Sponsored Activity provided under this Agreement. VI. DIRECTORS' MEETINGS Upon City's request, minutes of all meetings of Organization'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 Organization fails to perform the Sponsored Activity, violates any covenants, agreements, warranties 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 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. Organization agrees not to discriminate against any person or class of persons by reason of race, sex, sexual orientation, age, disability, religion, creed, color, genetic testing, or national origin in its provision of the Sponsored Activity. To the extent this Agreement provides that Organization offer accommodations or services to the public, such accommodations or services shall be offered by Organization to the public on fair and reasonable terms. DocuSign Envelope ID: C7A8DB72-17EA-46A3-A972-BD9DFC521F81 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. 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 was provided to City, 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. G. Organization acknowledges and agrees that City maintains sole discretion over which entities are eligible to become a sponsored organization. The Organization has no expectation, and City has no obligation, to provide any support or funding during and after the term of this Agreement which exceed the Sponsorship Funds authorized by this Agreement. Organization disclaims the right to any sponsorship, fees or benefits except as expressly provided for in this Agreement. DecuSign Envelope ID: C7A8DB72-17EA-46A3-A972-BD9DFC521F81 H. Organization acknowledges and agrees that this Agreement and the provision of the Sponsored Activity hereunder is nonexclusive, and that City may enter into similar agreements with other entities. 1. The Sponsored Activity described herein shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City and any federal, state and local governmental agency of competent jurisdiction. J. Organization and any agent or employee of Organization shall act in an independent capacity and not as officers or employees of the City. City assumes no liability for Organization's actions and performance of the Sponsored Activity, nor assumes responsibility for payments, bonds, taxes, or other commitments, implied or explicit, by or for the Organization. Organization shall not have authority to act as an agent on behalf of the City. K. Organization is not opposing the City in any pending or ongoing legal proceeding. 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 composition. Xl. INDEMNIFICATION 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 THE ORGANIZATION OR THOSE SPONSORED ACTIVITIES 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. DocuSign Envelope ID: C7A8DB72-17EA-46A3-A972-BD9DFC521F81 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 the Sponsored Activity 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 violate or cause to be violated the City Ethics Ordinance, as amended, or 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 violate or cause to be violated the City Ethics Ordinance, as amended, or 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. PROHIBITED CONTENT Sponsored Activity recognition, signage, branding, publicity, and advertising in conjunction with the Agreement shall not contain obscenity; pornography; incitement to imminent lawless action; speech presenting a grave and imminent threat; fighting words; fraudulent material; defamatory, libelous, or slanderous material; solicitations to commit, or speech integral to, criminal conduct; promotion of drugs, tobacco, gambling, or adult entertainment; political campaign speech, or speech that supports or opposes or appears to support or oppose a ballot measure or initiative, or refers to any person in or campaigning for public office. XIV. 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: DocuSigr Envelope ID: C7ABD672-17EA-46A3-A972-BD9DFC521 F81 CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 ORGANIZATION Denton Holiday Festival Association, Inc - Board President P.O. Box 2635 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. XV. 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. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the 19th day of October 1 2021 ("Effective Date"). DocuSign Envelope ID: C7A8DB72-17EA-46A3-A972-BD9DFC521F81 ATTEST: ROSA RIOS, CITY SECRETARY DncuSipgned by: RAIA R -a" BY: AACrFnr493 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY DncuSlgned by: M -r.- FA--Ak BY. 7FAm;;ARFn9ndFS THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Doeu5lgned by: ( U'` '"1 Nick Vincent SIGNATURE PRINTED NAME Assistant Director of Finance TITLE Finance DEPARTMENT CITY OF DENTON, TEXAS 00" gned by: CH" -t4 8906920421 SARA HENSLEY, INTERIM CITY MANAGER DENTON HOLIDAY FESTIVAL ASSOCIATION, INC. EDoSigned by: erper�.uWA9cindr.Alnrrw(t' �t om BOARD CHAIR DocuSign Envelope ID: C7A8DB72-17EA-46A3-A972-BD91)FC521 F81 EXHIBIT A Denton Holiday Festival Association Sponsorship Budget Fiscal Year 2021 - 2022 2021 Denton Holiday Lighting Festival Stage Rentals $2,070 Advertising $ 500 Total Budget $2,570