21-2251ORDINANCE NO. 21-2251
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON AND DENTON BLACK CHAMBER OF COMMERCE,
INC. FOR THE PURPOSE OF THE 2022 DENTON BLUES FESTIVAL AND YOUNG
MINORITY ENTREPRENEURS PROGRAM 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 Black Chamber of Commerce, Inc. for funds to be used for the
2022 Denton Blues Festival and Young Minority Entrepreneur Program 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, 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 O�. ?j Q C, and
seconded by `;_5QfX N_ 0102- The Ordinance was passed and approved by
the following vote [ -7 - Q 1:
Aye Nay Abstain Absent
Gerard Hudspeth, Mayor: ,r
Vicki Byrd, District l: ✓
Brian Beck, District 2:
Jessie Davis, District 3:
Alison Maguire, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the qt day of J.jt-) g to eC 2021.
GE DSPETH, MAYOR
ATTEST:,% 14111111.0.
ROSA RIOS, CITY SECRETARY �+.�••� F. DEQ',,.
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BY: � �i_� � � •
APPROVED AS TO LEGAL FORM: 'y aF ••.•. ,�
MACK REINWAND CITY ATTORNEY ��ri�T p•~•• V P��rr
BY:
DocuSign Envelope ID: B93195C7-5883-4666-926A-518F37FEF086
SPONSORSHIP AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON BLACK CHAMBER OF COMMERCE, INC.
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 Denton Black Chamber of
Commerce, Inc., a Texas Non -Profit Corporation, hereinafter referred to as "Organization,"
WHEREAS, City has determined that sponsorship of the 2022 Denton Blues Festival and
the Young Minority Entrepreneurs Program 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 Five Thousand Dollars and no/100 ($5,000) ("Sponsorship Funds") to
Organization to be utilized by Organization to perform, in a satisfactory and proper manner, the
2022 Denton Blues Festival and Young Minority Entrepreneur Program 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 1.
B. Organization shall maintain any Sponsorship Funds paid to the Organization by the
City in a separate account, or with segregated fund accounting, such that any reasonable person
can ascertain the revenue source of any given expenditure.
C. Organization shall maintain complete and accurate financial records of each
expenditure of the Sponsorship Funds made by the Organization. These funds shall be classified
as restricted funds for audited financial purposes.
D. Upon request, Organization shall provide to City its bylaws and any of its rules and
regulations that may be relevant to this Agreement.
DocuSign Envelope ID: B93195C7-5883-466B-926A-518F37FEF086
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.
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 refimd 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 using 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:
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A. All financial records and external or internal audits of Sponsorship Funds from the
separate account relating to Sponsorship Funds. 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 of Sponsorship Funds.
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 Fluids
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 meetings of the Organization's governing body at which
this Agreement of any matter subject to this Agreement was considered 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.
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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 e
hereunder, and has taken all necessary action to
conditions of this Agreement.
Iter into this Agreement and accept payments
authorize such acceptance under the terms and
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.
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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.
I. 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.
XI. 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 HIND 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.
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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:
CITY
City of Denton, Texas
ORGANIZATION
Denton Black
Commerce, Inc.
Attn: City Manager
215 E. McKinney Board Chair
Denton, TX 76201 P.O. Box 51026
Denton, TX 76201
Chamber of
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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 9th day of November , 2021 ("Effective Date").
CITY OF DENTON, TEXAS
Doeuftned Ey:
Ste. Hwy
SARA HENSLEY,
INTERIM CITY MANAGER
DowSign Envelope ID: B93195G7-5883-466B-926A-518F37FEF086
ATTEST:
ROSA RIOS, CITY SECRETARY
Docu5igned by:
P1494
BY. artrARr_SG17-ieog
APPROVED AS TO LEGAL FORM:
MACK REINWAND,
CITY ATTORNEY
Ooeu8igned by:
L117PQQA9APPQ9QAr:5
C. - Pnw-,ad.BY,
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
CSS, Cassey Ogden
SIGNATURE PRINTED NAME
Director of Finance
TITLE
Finance
DEPARTMENT
DENTON BLACK CHAMBER OF
COMMERCE, INC.
11 Signed by:
GBvi.c.
BOARD CHAIR
CocuSign Envelope IA: 893195C7-5883-4668-926A-518F37FEF086
EXHIBIT A
Denton Black Chamber of Commerce
Sponsorship Budget
Fiscal Year 2021 - 2022
Blues Festival Equipment Rental $3,000
Young Minority Entrepreneurs Program $2,000
(Advertising, Rentals, Outreach, Invitations & Incentives)
Total Budget $5,000