2007-159` S:\Our UncumenLS\Ordinances\07\DCT Ordinance 2007-No-2.dnc
ORDINANCE NO. OOH' .~
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND DENTON COMMUNITY THEATRE REGARDING
TRAVEL EXPENSES ASSOCIATED WITH THE "AACTFEST 2007", AN INTERNATIONAL
THEATER FESTIVAL TO BE HELD IN HEIDELBERG, GERMANY FOR THE SHOWCASE
PRODUCTION OF "CROWNS", BEING AN AFRICAN AMERICAN MUSICAL PRODUCTION;
PROVIDING THAT THIS PROGRAM SERVES A MUNICIPAL AND PUBLIC PURPOSE OF
PROMOTING THE ARTS AND TOURISM WITHIN DENTON; PROVIDING FOR THE
EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Denton Community Theatre, a Texas non-profit corporation, (the
"Organization") is dedicated to the promotion and provision of artistic performances of all kinds for
the benefit of the citizens of Denton; (the "Program"); and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance of the Program, which agreement is substantially in the same form as the
agreement attached hereto and made a part hereof by reference (the "Agreement"); and
WHEREAS, the City Council of the City ofDenton hereby finds that the Agreement between
the City and the Organization attached hereto and made a part hereof by reference serve a municipal
and public purpose and the Agreement is in the public interest as it promotes the arts and tourism
within the City of Denton; 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 his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Public Service
Agreement, including the expenditure of funds, as provided in the Public Agreement.
SECTTON 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~ day of , 2007.
. m~ n.~
PERR . McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: W
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER CITY ATTORNEY
BY:
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C:\OOCUMF-I\LAI-IOLLGY\LOCALS-I\Temp\XPg~pwise\Denton Community Thcalre 2007-No-2.doc
SERVICE AGREEMENT
BETWEEN THE CITY OF llENTON, TEXAS AND
DENTON COMMUNITY THEATRE
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 Community Theatre, a Texas
Non-Profit Corporation, hereinafter referred to as "Denton Community Theatre":
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided funds in its budget for the purpose of
paying for contractual services; and
WHEREAS, this Agreement serves a valid municipal and public purpose, including the
promotion of the arts and tourism within the City of Denton;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Denton Community Theatre shall in a satisfactory and proper manner perform the following
tasks, for which the monies provided by City may be used:
The funds being provided shall be used by Denton Community Theatre to help pay travel
expeuses to promote the African American musical, "Crowns" at the "AACTPest 2007" to be held in
Heidelberg, Germany in October, 2007.
Il. OBLIGATIONS OF DENTON COMMUNITY THEATRE
In consideration of the receipt of funds from City, Denton Community Theatre agrees to the
following terms and conditions:
A. Oue Thousand Five Hundred Thirty Nine Dollars and no/100 ($1,539.00) shall be paid to
Denton Community Theatre by City to be utilized for the purposes set forth in Article I.
B. Denton Community Theatre will maintain adequate records to establish that the City funds
are used for the purposes authorized by this Agreement.
C. Denton Community Theatre will permit authorized officials of City to review its books at
any time.
D. Upon request, Denton Community Theatre will provide to City its By Laws and any of its
rules and regulations that may be relevant to this Agreement.
E. Denton Community Theatre will not enter into any contracts that would encumber City
funds for a period that would extend beyond the term of this Agreement.
F. Denton Community Theatre will appoint a representative who will be available to meet
with City officials when requested.
G. Denton Community Theatre will submit to City copies of year-end audited financial
statements.
Ill. TIME OF PERFORMANCE
1~he services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term of this Agreement shal I commence on the effective date and terminate November 30,
2007, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO DGNTON COMMUNITY THEATRE. City Shall pay t0 Denton COmmunlly
Theatre the sum specified in Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Denton Community Theatre 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 thereafrer determines:
1) has resulted in overpayment to Denton Community Theatre; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fullyjustify the expenditure.
V. EVALUATION
Denton Community Theatre agrees to participate in an implementation and maintenance
system whereby the services can be continuously monitored. Denton Community Theatre agrees to
make available its financial records for review by City at City's discretion. In addition, Denton
Community Theatre agrees to provide City the following data and reports, or copies thereof:
A. All external or internal audits. Denton Community Theatre shall submit a copy of the
annual independent audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C. An explanation of any major changes in program services.
D. To comply with this section, Denton Community Theatre agrees to maintain records that
will provide accurate, current, separate, and complete disclosure of the status of funds received and
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the services performed under this Agreement. The record system of Denton Community Theatre
shall contain sufficient documentation to provide in detail full support and justification for each
expenditure. Denton Community Theatre agrees to retain al] books, records, documents, reports, and
written accounting procedures pertaining to the services provided and expenditure of funds under
this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve Denton Community Theatre
of responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Denton Community Theatre shall deliver to City copies of
al l notices of meetings of its Board of Directors, setting forth the time and place thereof wherein this
program is a part of the subject matter of the meeting. Such notice shall be delivered to City in a
timely manner to give adequate notice, and shall include an agenda and a brief description of the
matters to be discussed. Denton Community Theatre understands and agrees that City's
representatives shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings of Denton Community Theatre' governing body shall be available to
City within ten (] 0) working days of approval.
VII. TERMINATION
"The City may terminate this Agreement for cause if Denton Community Theatre violates any
covenants, agreements, or guarantees of this Agreement, the Denton Community Theatre 's
insolvency or filing of bankruptcy, dissolution, or receivership, or the Denton Community Theatre'
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. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Denton Community Theatre shall comply with all applicable equal employment
opportunity and affirmative action laws or regulations.
B. Denton Community Theatre will furnish all information and reports requested by Ciry, 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 non-compliance by Denton Community Theatre with the
non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in
whole or in part, and Denton Community Theatre may be barred from further contracts with City.
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IX. WARRANTIES
Denton Community Theatre 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 ofthe 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 Denton Community Theatre
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, there has been no material change, adverse or otherwise, in the financial
condition of Denton Community Theatre.
C. No litigation or legal proceedings are presently pending or threatened against Denton
Community Theatre.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Denton Community Theatre is doing business or with the provisions ofany existing indenture
or agreement of Denton Community Theatre.
E. Denton Community Theatre 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 Denton Community Theatre 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 Denton Community Theatre to City.
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.
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C. Denton Community Theatre shall notify City of any changes in personnel or
governing board composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Denton Community Theatre 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 Denton Community Theatre or those services 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 pari, upon allegations of negligent or intentional acts of Denton
Canmunity Theatre, its officers, employees, agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST'
A. Denton Community Theatre 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 services required to be performed under this Agreement. Denton Community
Theatre 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. Denton Community Theatre further covenants that no member of its governing body or its
staff, subcontractors or employees shall 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 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. 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 Denton Community Theatre or City, as the case may
be, at the following addresses:
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CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
DENTON COMMUNITY THEATRE
Philip Gallivan, President
Denton Community Theatre
214 W. Hickory
Denton, TX 76201
Fax No. 940.89 L 169 ]
Either party may change its mailing address by sending notice ofchange of address to the other
at the above address by certified mail, return receipt requested.
XIV. MISCELLANEOUS
A. Denton Community Theatre 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 Denton Community Theatre 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 Community Theatre. 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 ofcompetent jurisdiction sitting
in Denton County, Texas.
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IN WITNESS W~~OF, the pities do hereby affix their signatures and enter into this
Agreement as of the day of [ ,/,~~-, , 2007.
~' w""'
PERRY . McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B Y:
APPROVED AS TO LEG FORM:
EDWIN M. SNYDER, CI ~Y ATTORNEY
BY:
DENTON COMMUNITY THEATRE
LIP A DIVAN, PRESI ENT
ATTEST:
BY:
SECRETARY
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