23-1851ORDINANCENO. 23-1851
AN ORDINANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZING THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE
GREATER DENTON ARTS COUNCIL FOR THE EXPENDITURE OF CITY COUNCIL
CONTINGENCY FUNDS IN THE AMOUNT OF THREE HUNDRED FIFTY DOLLARS
($350) IN SUPPORT OF THE ORGANIZATION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Greater Denton Arts Council is a nonprofit organization with the purpose
of being a catalyst for creativity, advocacy and collaboration to celebrate the arts, inspires
innovation, and engage the community; and
WHEREAS, Brian Beck, District 2, requested support from available contingency funds to
support Greater Denton Arts Council; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and Greater Denton Arts Council, attached hereto and made a part hereof by reference (the
“Agreement”), furthers a charitable cause, economic or community growth, or 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 and hereby ratified.
SECTION 2. The Agreement is hereby approved, and 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 in an amount not to exceed One
Hundred Dollars ($350) 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 [E ' Bf ,_u_ 1 and seconded by [b G,, i, fl'G „1.
The ordinance was passed and approved by the following vote L –_–] :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer. District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
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PASSED AND APPROVED thi, th, a6 t- day of S, pI,w,b/. 2023
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ATTEST:
JESUS SALAZAR, CITY SECRETARY 1\\\1111111
APPROVED AS TO LEGAL FORM:
MACK RErNWAND, CITY ATTORNEY
Digitally signed by Susan
Susan Ke ller D:t::r2023.09.23 13:01 :44BY: -05'oo'
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DocuSign Envelope ID: F89B503B-5532-409E-B6F8-7E4EE97BEEF9
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND THE
GREATER DENTON ARTS COUNCIL
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 Greater Denton Arts Council, a
Texas non-profit corporation.
WHEREAS, the City has determined the services provided by the Greater Denton Arts
Council to the citizens of the City merit assistance through the Council Contingency Fund and the
City has provided funds in its budget for such Council Contingency Fund; and
WHEREAS, Brian Beck, District 2, requested support from available contingency funds to
support the Greater Denton Arts Council; 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:
1:OBLIGATIONS OF GREATER DENTON ARTS COUCNIL
In consideration of the receipt of funds from the City, the Greater Denton Arts Council
agrees to the following terms and conditions:
A. Three Hundred Fifty and no/100 ($350.00) shall be paid to the Greater Denton Arts
Council by the City to be utilized for the support of the organization.
B. Greater Denton Arts Council will maintain adequate records to establish that the
City funds are used for the purposes authorized by this Agreement. Funds shall be used on expenses
not prohibited or deemed criminal pursuant to Texas law.
C. Upon request, the Greater Denton Arts Council will permit authorized officials of
the 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. Greater Denton Arts Council will not enter into any contracts that would encumber
City funds for a period that would extend beyond the term of this Agreement.
E. Greater Denton Arts Council will appoint a representative who will be available to
meet with City officials when requested.
[ Greater Denton Arts Council 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 Greater Denton Arts Council’s non-compliance with
the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in
whole or in part, and Greater Denton Arts Council may be barred from further contracts with the
DocuSign Envelope ID: F89B503B-5532409E-B6F8-7E4EE97BEEF9
City.
G. Greater Denton Arts Council 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 one year from the effective date unless the
contract is sooner terminated under Section V “Termination”.
Ill. PAYMENTS
A. PAYMENTS TO GREATER DENTON ARTS COUCNil. City shall pay to Greater Denton
Arts Council the sum specified in Article 1 after the effective date of this Agreement.
B. ExcEss PAYMENT. Greater Denton Arts Council 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 Greater Denton Arts Council;
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
Greater Denton Arts Council agrees to participate in an implementation and maintenance
system whereby the services can be continuously monitored. Greater Denton Arts Council
maintains records that provide complete and accurate statements as to the status and use of City
funds. In addition, upon request, the Greater Denton Arts Council agrees to provide the City
with the following data and reports, or copies thereof: all external or internal audits. Greater
Denton Arts Council shall submit a copy of the annual independent audit to the 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 Greater Denton Arts Council violates
any covenants, agreements, or guarantees of this Agreement, Greater Denton Arts Council
insolvency or filing of bankruptcy, dissolution, or receivership, or Greater Denton Arts Council’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
Greater Denton Arts Council represents and warrants that:
A All financial reports, information, reports, records, and data heretofore or hereafter
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requested by City and furnished to City, are complete and accurate and fairly reflect the financial
conditions of Greater Denton Arts Council, 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 presently pending or threatened against the
Greater Denton Arts Council.
C. None of the provisions herein contravenes or is in conflict with the authority under
which the Greater Denton Arts Council is doing business or with the provisions of any existing
indenture or agreement of the Greater Denton Arts Council.
D. Greater Denton Arts Council 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. Greater Denton Arts Council 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. Greater Denton Arts Council shall notify the City of any changes in personnel or
governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE GREATER DENTON ARTS
COUNCIL 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 GREATER DENTON ARTS COUCNIL OR THOSE SERVICES
CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR
CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY
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LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT
OR INTENTIONAL ACTS OF GREATER DENTON ARTS COUCNIL, 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 Greater Denton Arts Council 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
sara.hensley@cityofdenton.com
Greater Denton Arts Council
Natalie Nichelson
President
400 E. Hickory St.
Denton, TX 76201
president@dentonarts.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. Greater Denton Arts Council 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 the 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 Greater Denton Arts Council 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 Greater Denton Arts Council.
Neither shall such payment, act, or omission in any manner impair or prejudice any right, power,
privilege, or remedy available to the City to enforce its rights hereunder, which rights, powers,
privileges, or remedies are always specifically preserved. No representative or agent of the City
may waive the effect of this provision.
D. The following sections shall survive the termination of this Agreement: Section I,
Subsections B, C, and E; Section III Subsection B; Section VI Subsection A; and Section IX
E. 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
DocuSign Envelope ID: F89B503B-5532-409E-B6F8-7E4EE97BEEF9
appropriate, recorded as an amendment of this Agreement.
F. 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 26th day of September , 2023.
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
SMA A%oZ%
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:&SSL SIr
GREATER DENTON ARTS COUNCIL
AWaIt MduLsuh
APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
By: Susan Keller :IF?„,„„, „„„,
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
DenuSqnd brIrc„”, 'W
SIGNATURE
Cassey Ogden
PRINT NAME
Chief Financial Officer
TITLE
Finance
DEPARTMENT
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