2003-208FILE REFERENCE FORM 2003-208
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S) Date Initials
Change Order to Service Contract
(attached to original ordinance & contract) 09/08/03 J R
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE DENTON FESTIVAL FOUNDATION FOR
SUPPLEMENTAL FUNDING FOR THE ARTS AND JAZZ COMMITTEE FOR THE DENTON
ARTS AND JAZZ FESTIVAL; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFORE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Denton Festival Foundation (the "Organization") provides for the annual
Denton Arts and Jazz Festival including the 2004 Festival (the "Program"); and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
agreement between the City and the Organization attached hereto and made a part hereof by
reference (the "Agreement") serve a municipal and public purpose including the promotion of
tourism and economic development and the Agreement 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 his 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.
PASSED AND APPROVED this the day of 2003.
14t
EULINE BROCK, MAYOR
ATTEST:
WALTERS, CIT)(SECRETARY
A$Y"ROVED AS LEGAL FORM:
HERBERT I TY,CXY ATTORNEY
BY:
AGREEMENT BETWEEN THE CITY OF DENTON AND
THE DENTON FESTIVAL FOUNDATION
THIS AGREEMENT is made between the City of Denton, Texas, a municipal corporation
(the "CITY"), and the Denton Festival Foundation, Inc. a legal entity incorporated under the laws of
the State of Texas (the "FOUNDATION"):
WHEREAS, on September 3, 2002 the CITY and FOUNDATION entered into that certain
agreement for the 2002 calendar year to provide for services related to the promotion of tourism
which was funded with hotel and motel tax revenue (the "Hot Funds Agreement"); and
WHEREAS, a main purpose of the Hot Funds Agreement was to help implement the annual
Denton Arts and Jazz Festival (the "Festival") held in April of 2003; and
WHEREAS, the Foundation has requested supplemental funding for the 2003 Festival in
addition to annual request for HOT funds; and
WHEREAS, the Festival and this agreement serve an important public purpose in promoting
tourism and economic development in Denton;
NOW, THEREFORE, in consideration of the performance of the mutual covenants and
promises contained herein, the CITY and the FOUNDATION agree and contract as follows:
1. PAYMENT
1.1 Consideration. For and in consideration of the activities to be performed by the
FOUNDATION under this Agreement, the CITY agrees to pay to the FOUNDATION the sum of
$500.00 to be used to fund the FOUNDATION'S Arts and Jazz Committee for purposes associated
with the preparation of Festival activities, except that such funds may not be used for overhead or
employee salaries and benefits. Payment of the funds shall be made upon the effective date of this
Agreement. The funds provided herein are not Hotel Tax Revenue funds but are general funds of
the CITY.
H. USE OF REVENUE
2.1 Use of Funds. For and in consideration of the payment by the CITY to the FOUNDATION of
the agreed funds the FOUNDATION agrees to use such funds only for the purpose stated in Section
1.1 above.
III. RECORDKEEPING AND REPORTING REQUIREMENTS
3.1 Financial Records. The FOUNDATION shall maintain complete and accurate financial
records of each expenditure of the funds made by the FOUNDATION. Upon reasonably advance
written request of the Denton City Council, the City Manager or designate, or any other person,
shall make such financial records available for inspection and review by the party making the
request. FOUNDATION understands and accepts that all such financial records, and any other
records relating to this Agreement shall be subject to the Public Information Act, TEx. Gov'T CODE,
ch. 552, as hereafter amended.
3.2 Notice of Meetings. The FOUNDATION shall give the City Manager of the CITY
reasonable advance written notice of the time and place of all meetings of FOUNDATION's Board
of Directors, as well as any other meeting of any constituency of the FOUNDATION at which this
Agreement or any matter the subject of this Agreement shall be considered. This provision shall not
be deemed to require the FOUNDATION to give notice of any executive session of the Executive
Committee of the FOUNDATION.
IV. TERM
4.1 Term. The term of this Agreement shall commence on the effective date and terminate
upon completion of the 2004 Festival.
V. GENERAL PROVISIONS
5.1 Subcontract for Performance of Services. Nothing in this Agreement shall prohibit, nor
be construed to prohibit, the agreement by the FOUNDATION with another private entity, person,
or organization for the performance of those services. In the event that the FOUNDATION enters
into any arrangement, contractual or otherwise, with such other entity, person or organization, the
FOUNDATION shall cause such other entity, person, or organization to adhere to, conform to, and
be subject to all provisions, terms, and conditions of this Agreement, including reporting
requirements, separate funds maintenance, and limitations and prohibitions pertaining to
expenditure of the agreed payments and hotel tax funds.
5.2 Independent Contractor. The FOUNDATION shall operate as an independent contractor
as to all services to be performed under this Agreement and not as an officer, agent, servant, or
employee of the CITY. The FOUNDATION shall have exclusive control of its operations and
performance of services hereunder, and such persons, entities, or organizations performing the same
and the FOUNDATION shall be solely responsible for the acts and omissions of its directors,
officers, employees, agents, and subcontractors. The FOUNDATION shall not be considered a
partner or joint venturer with the CITY, nor shall the FOUNDATION be considered nor in any
manner hold itself out as an agent or official representative of the CITY.
5.3 Indemnification. THE FOUNDATION 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 FOUNDATION 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 PART, UPON ALLEGATIONS OF
NEGLIGENT OR INTENTIONAL ACTS OF FOUNDATION, ITS OFFICERS,
EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND INVITEES.
Page 2
5.4 Assignment. The FOUNDATION shall not
the written consent of the CITY.
this Agreement without first obtaining
5.5 Notice. Any notice required to be given under this Agreement or any statute, ordinance, or
regulation, shall be effective when given in writing and deposited in the United States mail, certified
mail, return receipt requested, or by hand-delivery, addressed to the respective parties as follows:
CITY
City Manager
City of Denton
215 E. McKinney
Denton, TX 76201
n Festival Foundation, Inc.
Short
Festival Coordinator
P.6. Box 2104
Texas 76202-2104
5.6 Inurement. This Agreement and each
obligation, and liability set forth herein shall be 1
of the CITY and the FOUNDATION and their n
5.7 Application of Laws. All terms, cond
to all applicable federal laws, state laws, the C
pursuant thereto, and all judicial determinations
5.8 Exclusive Agreement. This Agreement c
the entire agreement between the parties hereto c
There are no representations, agreements, arrangen
or implied, between or among the parties hereto, Y
which are not fully expressed herein. The terms
notwithstanding any variance in this Agreement
document relating to this transaction or these transa
5.9 Duplicate Originals. This Agreement is
on hereof, and each and every right, duty,
upon and inure to the benefit and obligation
successors and assigns.
and provisions of this Agreement are subject
of the City of Denton, all ordinances passed
ethereto.
ns the entire understanding and constitutes
:ming the subject matter contained herein.
, or understandings, oral or written, express
ig to the subject matter of this Agreement,
conditions of this Agreement shall prevail
n the terms and conditions of any other
in duplicate originals.
5.10 Headings. The headings and subheadings of the various sections and paragraphs of this
Agreement are inserted merely for the purpose of convenience and do not express or imply any
limitation, definition, or extension of the specific terms of the section and paragraph so designated.
5.11 Severability. If any section, subsection, paragraph, sentence, clause, phrase or word in this
Agreement, or application thereof to any person or circumstance is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
Agreement, and the parties hereby declare they would have enacted such remaining portions despite
any such invalidity.
5.12 Insurance. The FOUNDATION shall
1. $500,000 Commercial General
all events taking place on City-(
Page
insurance as follows:
or $1,000,000 Event Insurance, covering
property
2. Statutory Workers' Compensation and Employers' Liability
($100,000/$500,000/$100,000)
The CITY must be named as an additional insured on all policies (except Workers' Compensation)
and proof of coverage shall be submitted prior to any payment by the CITY.
EXECUTED to be effective the J day of '2003.
THE CITY OF DENTON, TEXAS
A TTL`C~T.
By: 2 &C41
EULINE BROCK, MAYOR
APPROVEV~ LEG FORM:
By:
HERBERT L. DUTY,
CITY ATTORNEY
DENTON FESTIVAL FOUNDATION, INC.
By: & Chairman/Director
S:\Our Documents\ContractsW\Festival Foundation-supplemental.doc
Page 4
CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and Denton Festival
Foundation, dated Su euS (the "Service Contract") and approved by
Ordinance No. 2003-208 is hereby changed to increase City funding by the amount of
$500.00 (the "Change Order Funds"). The Change Order Funds shall be used for the
same public purposes and administered in the same manner specified in the Service
Contract. I _ „ If
Michael A. Conduff
City Manager
Dated:
AGREED:
'Om-61 rd6i,~%14k
Name of Provider
By: 0_~a~ Name: Cav"al Short
Title: Vi rac--Hr
Date: `1/Q~p3