23-1850ORDINANCENO. 23-1850
AN ORDINANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZING THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE
DENTON BLACK CHAMBER OF COMMERCE FOR THE EXPENDITURE OF CITY
COUNCIL CONTINGENCY FUNDS IN THE AMOUNT OF FIVE HUNDRED DOLLARS
($500) IN SUPPORT OF THE DENTON BLUES FESTIVAL; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Denton Black Chamber of Commerce is a nonprofit organization with the
purpose of helping with the creation, expansion, and proliferation of African-American-owned
businesses.; and
WHEREAS, Brian Beck, District 2, requested support from available contingency funds to
support Denton Black Chamber of Commerce; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and Denton Black Chamber of Commerce, 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 Five
Hundred Dollars ($500) in accordance with the terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
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The motion to approve this ordinance was made by [8„4_ 'B,,1/ 1 and seconded by [B Ch, j, h,e,,1.
The ordinance was passed and approved by the following vote E–l– J :
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, act- d,y ,f S,p+,Mbe/, 2023.
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GERARD HUDSPETH, MAYOR
ATTEST:
JESUS SALAZAR, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
Susan Keller D:t:;2023.09.21 13 IOl:44
BY ' -05'oo'
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DocuSign Envelope ID: F5AF6990-99B8-4CEl-ACF6-827B533406C4
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND THE
DENTON BLACK CHAMBER OF COMMERCE
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 Black Chamber of
Commerce, a Texas non-profit corporation.
WHEREAS, the City has determined the services provided by the Denton Black Chamber
of Commerce 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 Denton Black Chamber of Commerce; 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 DENTON BLACK CHAMBER OF COMMERCE
In consideration of the receipt of funds from the City, the Denton Black Chamber of
Commerce agrees to the following terms and conditions:
A. Five Hundred and no/100 ($500.00) shall be paid to the Denton Black Chamber of
Commerce by the City to be utilized for the support of the organization.
B. Denton Black Chamber of Commerce 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 Denton Black Chamber of Commerce 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. Denton Black Chamber of Commerce will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
E. Denton Black Chamber of Commerce will appoint a representative who will be
available to meet with City officials when requested.
F. Denton Black Chamber of Commerce 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 Denton Black Chamber of Commerce’s non-compliance
with the non-discrimination requirements, the Agreement may be canceled, terminated, or
suspended in whole or in part, and Denton Black Chamber of Commerce may be barred from
DocuSign Envelope ID: F5AF6990-99B84CEl-ACF&827B533406C4
further contracts with the City.
G. Denton Black Chamber of Commerce 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”.
III. PAYMENTS
A. PAYMENTS TO DENTON BLACK CnAMBER OF COMMERCE. City shall pay to Denton
Black Chamber of Commerce the sum specified in Article I after the effective date of this
Agreement.
B. ExcEss PAYMENT. Denton Black Chamber of Commerce 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 Denton Black
Chamber of Commerce; 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
Denton Black Chamber of Commerce agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Denton Black Chamber
of Commerce maintains records that provide complete and accurate statements as to the status and
use of City funds. In addition, upon request, the Denton Black Chamber of Commerce agrees
to provide the City with the following data and reports, or copies thereof: all external or
internal audits. Denton Black Chamber of Commerce 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 Denton Black Chamber of Commerce
violates any covenants, agreements, or guarantees of this Agreement, Denton Black Chamber of
Commerce insolvency or filing of bankruptcy, dissolution, or receivership, or Denton Black
Chamber of Commerce’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
Denton Black Chamber of Commerce represents and warrants that:
DocuSign Envelope ID: F5AF6990-99B8-4CEl-ACF6-827B533406C4
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 Denton Black Chamber of Commerce, 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
Denton Black Chamber of Commerce.
C. None of the provisions herein contravenes or is in conflict with the authority under
which the Denton Black Chamber of Commerce is doing business or with the provisions of any
existing indenture or agreement of the Denton Black Chamber of Commerce.
D. Denton Black Chamber of Commerce 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. Denton Black Chamber of Commerce 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. Denton Black Chamber of Commerce shall notify the City of any changes in
personnel or governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE DENTON BLACK CHAMBER
OF COMMERCE 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 DENTON BLACK CHAMBER OF COMMERCE OR
THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL
DocuSign Envelope ID: F5AF6990-99B84CEl-ACF6-827B533406C4
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 DENTON
BLACK CHAMBER OF COMMERCE, 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 Denton Black Chamber of
Commerce or City, as the case may be, at the following addresses:
CITY
City of Denton, Texas
Ann: City Manager
215 E. McKinney
Denton, TX 76201
sara.hensley@cityofdenton.com
Denton Black Chamber of Commerce
Kerry Goree
Chairman
PO Box 51026
Denton, TX 76206
kerry.goree.dbcoc@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. Denton Black Chamber of Commerce 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 Denton Black Chamber of Commerce 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 Denton Black
Chamber of Commerce. 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,
DocuSign Envelope ID: F5AF6990-99B8-4CEl-ACF6-827B533406C4
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.
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 afTix their signatures and enter into this
Agreement as of the 26th day of September , 2023 .
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
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ATTEST:
JESUS SALAZAR, CITY SECRETARY
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DocuSigned by:
DENTON BLACK CHAMBER OF
COMMERCE
DocuSlgned by
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APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
Susan Keller D==;2023.09.1915:19:44
BY ' -05'oo'
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
DwuSianed bV:
C„„l AM
SIGNATURE
Cassey Ogden
PRINT NAME
Chief Financial Officer
TITLE
Finance
DEPARTMENT
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