HomeMy WebLinkAbout2001-403ORDINANCE NO amol-Tej
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT IN
THE AMOUNT OF $3,200 00 BETWEEN THE CITY OF DENTON, TEXAS AND DENTON
COUNTY HISTORICAL MUSEUM, INC, PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the Denton County Historical Museum, Inc serves an important public purpose
by providing museum programs that are open to the public which require adequate advertising as
more fully described in the agreement mentioned below (the "Program"), and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
agreement between the Denton County Historical Museum, Inc attached hereto and made a part
hereof by reference (the "Agreement') serve a municipal and public purpose and the Agreement is
in the public interest, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 The findings set forth in the preamble of this ordinance are incorporated by
reference into the body of this ordinance as if fully set forth herein
SECTION 2 The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Agreement,
including the expenditure of funds as provided in the Agreement The prior signing of the
Agreement by the City Manager is hereby ratified
SECTION 3
approval qj�
PASSED AND APPROVED this the 4 `L day ofaiwklt", 2001
This ordinance shall become effective immediately upon its passage and
ATTEST
RTER$, ITCRETARY
1 YSJ,kz
OVED AS TO LEGAL F�&M
!ERT L PROUTY. ATTORNEY
FN
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EULINE BROCK, MAYOR
2001-2002 SERVICE AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
DENTON COUNTY HISTORICAL MUSEUM, 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 County Historical
Museum, Inc, a non-profit corporation, hereinafter referred to as "Organization",
WHEREAS, City has determined that Organization performs an important public service for
the residents of Denton without regard to race, religion, color, age or national origin, and
WHEREAS, City has determined that the proposal for services ments 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,
NOW, THEREFORE, the parties hereto mutually agree as follows
I SCOPE OF SERVICES
Organization shall in a satisfactory and proper manner perform the following tasks, for which
the monies provided by City may be used
Provide advertising for museum programs that are open to the public as more fully described
in Exhibit "A" attached hereto and made a part hereof by reference
II OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions
A Three Thousand Two Hundred Dollars ($3,200) maybe paid to Organization by City to
be expended by the Organization to fund direct program expenses as provided in Exhibit "A" and
for no other purpose
B The Organization will establish, operate, and maintain an account system for these funds
this program that will allow for a tracing of funds and a review of the specific expenditures for which
the funds were utilized
C The Organization will permit authorized officials of City to review its books at anytime
D The Organization will reduce to writing all of its rules, regulations, and policies and file a
copy with City's Hotel/Motel Committee staff liaison along with any amendments, additions, or
revisions whenever adopted
E The Organization will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement
F As funds are expended, the Organization will provide documentation in the form of
cancelled checks and corresponding receipts detailing expenditure
G The Organization will appoint a representative who will be available to meet with City
officials when requested
H The Organization will indemnify and hold harmless City from any and all claims and suits
arising out of the activities of Organization, its employees, and/or contractors
The Organization will submit to City copies of year-end audited financial statements
III TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame
October 1, 2001 through September 30, 2002, unless the contract is sooner terminated under
Section VII "Suspension or Termination"
IV PAYMENTS
A PAYMENTS TO ORGANIZATION City shall pay to Organization a maximum amount of
money not to exceed Three Thousand Two Hundred Dollars ($3,200) for services rendered under
this Agreement City will pay these funds upon receipt of an invoice from the Organization
B EXCESS PAYMENT Organization 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
1) has resulted in overpayment to Organization, or
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
C DEOBLIGATION OF FUNDS/REVERSION OF ASSETS In the event that actual
expenditures deviate from Organization's provision of a corresponding level of performance City
hereby reserves the right to reappropriate or recapture any such under expended funds If City finds
that Organization is unwilling and/or unable to comply with any of the terms of this Contract, City
may require a refund of any and all money expected pursuant to this contract by Organization, as
well as arty remaining unexpended funds which shall be refunded to City within ten working days of
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a written notice to organization to revert these financial assets The reversion of these financial
assets shall be in addition to any other remedy available to City either at law or in equity for breach
of this contract
D CONTRACT CLOSE OUT Organization shall submit the contract close out package to City,
together with a final expenditure report, for the time period covered by the last invoice representing
final expenditure of funds under this Agreement, within fifteen (15) working days following the
close of the contract period Organization shall utilize the form agreed upon by City and
Organization
V EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored Organization agrees to make available its financial records
for review by City at City's discretion In addition, Organization agrees to provide City the
following, data and reports, or copies thereof
A All external or internal audits Organization 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 Quarterly performance/beneficiary reports to be submitted in January, April, July and
September, to include the following data number of persons served, number of households served,
race, income, female head of household, disabilities and other information if requested by City
Organization will provide the above information on beneficiary report form provided by City
Quarterly beneficiary reports shall be submitted to the Hotel/Motel Committee staff liaison within 15
working days after the quarter has been completed
D Until such time as all dispursed funds have been expended and all document submissions
are complete as described in Section II above, the Organization agrees to submit quarterly financial
statements in January, April, July, and September Each statement shall include current and
year-to-date period accounting of all revenues, expenditures, outstanding obligations and beginning
and ending balances Quarterly financial reports shall be submitted to the Hotel/Motel Committee
staff liaison within 15 working days after the quarter has been completed
E An explanation of any major changes in program services
F To comply with this section, Organization agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
performed under this Agreement Organization's record system shall contain sufficient
documentation to provide in detail full support andjustification for each expenditure Organization
agrees to retain all books, records, documents, reports, and written accounting procedures pertaining
to the services provided and expenditure of funds under this Agreement for five years
G 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
services provided under this Agreement
VI DIRECTORS' MEETINGS
During the term of this Agreement, Organization shall deliver to City copies of all notices of
meetings of its Board of Directors, setting forth the time and place thereof 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 Organization understands and agrees that City's
representatives shall be afforded access to all meetings of its Board of Directors
Minutes of all meetings of Organization's governing body shall be available to City within ten
(10) working days of approval
VII SUSPENSION OR TERMINATION
A The City may terminate this Agreement for cause if the Organization violates any
covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of
bankruptcy, dissolution, or receivership, or the Organization'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
B The City may terminate this Agreement for convenience at any time If the City terminates
this Agreement for convenience, Organization will be paid an amount not to exceed the total amount
of accrued expenditures as of the effective date of termination In no event will this compensation
exceed an amount that bears the same ratio to the total compensation as the services actually
performed bears to the total services of Organization covered by the Agreement, less payments
previously made
In case of suspension, City shall advise Organization, in writing, as to conditions precedent to
the resumption of funding and specify a reasonable date for compliance
In case of termination, Organization will remit to City any unexpended City funds
Acceptance of these funds shall not constitute a waiver of any claim City may otherwise have ansmg
out of this Agreement
VIII EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A Organization will submit for City approval, a written plan for compliance with the Equal
Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of
the effective date of this Agreement
B Organization shall comply with all applicable equal employment opportunity and
affirmati*e action laws or regulations
C 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
D In the event of Organization's non-compliance with the non-discr mnation requirements,
the Agreement may be canceled, ternimated, 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, 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
der 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
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 Organization cannot significantly change the nature, intent, or scope of the program
funded under this Agreement without the prior written approval of the City
C 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
D Organization agrees to notify City of any proposed change in physical location for
work performed under this Agreement at least thirty (30) calendar days in advance of the change
E Organization shall notify City of any changes in personnel or governing board
composition
F It is expressly understood that the transfer of funds between or among programs of the
Organization will not be permitted
XI. INDEMNIFICATION
A It is expressly understood and agreed by both parties hereto that City is
contracting with Organization as an independent contractor and that as such, Organization
shall save and hold City, its officers, agents and employees harmless from all liability of any
nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions,
demands, suits or damages of any character whatsoever resulting in whole or in part from the
performance or omission of any employee, agent or representative of Organization
B Organization agrees to provide the defense for, and to indemnify and hold
harmless City its agents, employees, or contractors from any and all claims, suits, causes of
action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of
these contracted funds and program administration and implementation except to the extent
caused by the willful act or omission of City, its agents or employees
XII INSURANCE
A Organization shall observe sound business practices with respect to providing such bonding
and insurance as would provide adequate coverage for services offered under this Agreement
0
B The premises on and in which the activities described in Section I are conducted, the
employees conducting these activities, shall be covered by premise liability insurance, commonly
referred to as "Owner/Tenant" coverage with City named as an additional insured Upon request of
Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements
C Organization will comply with applicable workers' compensation statutes and will obtain
employers' liability coverage where available and other appropriate liability coverage for program
participants, if applicable
D Organization will maintain adequate and continuous liability insurance on all vehicles
owned, leased, or operated by Organization All employees of Organization who are required to
drive a vehicle in the normal scope and course of their employment must possess a valid Texas
Driver's license and automobile liability insurance Evidence of the employee's current possession of
a valid license and insurance must be maintained on a current basis in Organization's files
E Actual losses are not covered by insurance as required by this Section are not allowable
costs under this Agreement, and remain the sole responsibility of Organization
F The policy or policies of insurance shall contain a clause which requires that City and
Organization be notified in writing of any cancellation or change in the policy at least thirty (30)
days prior to such change or cancellation
XIII 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 services 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 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 gam 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
XIV NEPOTISM
Organization shall not employ in any paid capacity any person who is a member of the
immediate family of any person who is currently employed by Organization, or is a member of
7
Organization's governing board The term "member of immediate family" includes wife, husband,
son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent,
step -child, half-brother and half-sister
XV 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,
addressed to Organization or City, as the case may be, at the following addresses
CITY
City of Denton, Texas
Attn City Manager
215 E McKinney
Denton, TX 76201
ORGANIZATION
Denton County Historical Museum, Inc
Attention Director
P O Box 2800
Denton, TX 76202
Either party may change its marling address by sending notice of change of address to the other
at the above address by certified mail, return receipt requested
XVI 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 actor failure of
City to insist in any one or more instances upon the terms and conditions of this Agreement consti-
tute 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, n 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 In the event any disagreement or dispute should arise between the parties hereto pertaining
to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws,
ordinances, or regulations, City as the party ultimately responsible for matters of compliance, will
have the final authority to render or to secure an interpretation
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 competentlunsdiction sitting
in Denton County, Texas
IN WITNESS OF, the nailies do hereby affix their signatures and enter into this
Agreement as of the day of , 2001
CITY OF DENTON, TEXAS
ATTEST
JE FER WALTERS, ITY SECRETARY
B rl
ROVED AS TO LEGAL FORM
HERBERT//PROUT�Y,f_CITY
- ATTORNEY
BY 644 _ -�—
DENTON COUNTY HISTORICAL
MUSEUM, INC
ATTEST
BY
ORGANIZATION SECRETARY
-- -- ---- -r- -.. ----- .... I - .. mac of
The Denton County Historical Museum, Inc.
Texas Heritage Center
Preserving Denton County History Smce 1979
To Denton City Council
A portion of the tax finds will be used to renew advertising in magazines, metroplex
newspapers, and other travel -related periodicals Advertising in conjunction with Denton
Factory Stores will be used The Museum will also produce brochures to be distributed by the
Texas Highway Department at its Visitor Centers at major ports of entry to the state
Administrative expenses are extremely low due to our solid volunteer base The major special
event will be an exhibit of vintage clothing and accessories at the Denton Factory Stores for
which there will be event expenses for space rental and display materials
Museum advertising, exhibits and special events promote tourism in several ways An ongoing
function of the Museum is making available to researchers its extensive collection of
genealogical and photographic materials relative to Denton, Denton County and North Texas
Genealogical researchers who stay for several days while seeking information are frequent
visitors Recently we have received writers doing research for Texas -based historical books
Archival preservation funds will be used to curate and display materials from an extensive
collection of artifacts and documents recently donated by a pioneer ranching family of Denton
County A special event scheduled for the Spring of 2003 should draw fashion students,
collectors of vintage fashion, and fashion industry members, in addition to the general public,
who will come for the special showing and stay to visit associated exhibits at the Museum, as
well as, related exhibits such as the Governors' Wives Gowns exhibit at Texas Woman's
University, among others ,
R pectfiiily submitted
y S ph
Chairman. Board of Trustees
59001.35 North Suite 308, Exits 470 & 471 -Denton Factory Stores -Denton, Texas
P O Box 2800, Denton, Texas 76202, Telephone 940-380 0877 Fax 940.380-16" email dchmmcCia earthlmk net
The Denton County Historical Museum, Inc is a 501 c 3 non profit corporation
Donations an tax deductible - consult your tax accountant
Home to the largest and most diverse collections relating to Denton County history