2014-163S;\Legal\Oue Documents\Oedinances\14�Serv agr-SCRAP Denton,doc
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AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND SCRAP DENTON FOR THE PURPOSE
OF CAPITAL NEEDS; AUTHORIZING THE EXPENDITURE OF FUNDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Cauncil af the City of Denton hereby finds that the agreement
between the City and SCRAP Denton for the purchase of store equipment, attached hereto and
made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and 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 Ordinan.ce as if fully set forth herein.
SECTION 2. The City Manager, ar his designee, is hereby authorized to execute the
Agreement and ta carry out the duties and responsibilities of the City under the Public Service
Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passa�e and
approval. �
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PASSED AND APPROVED this tk�e _��J�� ��,,� day of ���,� :�? � , 2414.
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CHRIS WATTS, MAYOR
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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 the SCRAP DENTON, a not for profit
organization, hereinafter referred ta as "SCRAP".
WHEREAS, City has determined that the proposal for servicas merits assistance and ca�i
provide needed services to citizens of City and has provided funds in its budget for the purpose of a
donation ta SCRAP which provides a benefit to the citizens; 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:
I. SC4PE, OF_ SERVICES
SCR.AP shall, in a satisfactory and proper manner, perform the following tasks, for which the
inonies provided by City may be used: the funds being provided shall be used to purchase store
equipinent.
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In consideration of the receipt of funds from City, SCRAP agrees to the following terms and
COriC�1t10riS �
A. Nine Hundred /100 ($900,00) shall be paid to SCRAP by City to be utilized for the
purposes set forth in Article I.
B. SCFtAP will maintain adequate records to establish that the City funds are used for
the purposes autharized by this Agreement.
C. SCRAP will permit authorized officials of City to review its books at any time,
D, Upan request, SCR.AP will pro�vide ta City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. SCRAP will not enter into any contracts that would encumber City fi.uids for a period
that would extend beyond the term of this Agreement.
F, SCRAP will appoint a representative who will be available to meet witli City afficials
when requested.
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The services funded by City shall be undertaken and completed by SCRAP within the
following time frame:
The term of this Agreement shall cammence on the effective date and terminate September 3 0,
2014, unless the contraot is saoner terrninated under Section VIi "Suspension or Termination".
.,
A. PAYMEN'rs'ro SCRAP. City shall pay to SCRAP the sum speciiied in Article II after
the effective date of this Agreement.
B. EXCESS PAYMENT. SCRAP shall refund ta 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 SCRAP; or
2) has not been spent strictly in accordance with the teg•ms of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
SCR.AP agrees to participate in a�i implementation and maintenance system whereby the
services can be continuously znonitored. SCR.AP agrees to make available its bank staternents for
review by City at City's discretion. In addition, SCRAP agrees to provide City the following data
and reports, or copies thereaf;
A. An explanation of any major changes in program services,
B. To comply with this section, SCR.AP agrees to maintain records that will provide
accurate, current, separafie, and complete disclosure of the status of funds received and the services
performed under this Agreement. SCR.AP's recard system shall cantain sufficient documentation to
provide in detail full support and justification for each expenditure. SCRAP agrees to retain all
boaks, records, documents, reports, and written accounting procedures pertaining to the services
pravided and expenditure af funds under this Agreement for five years.
C. Nothing in the above subsections shall be construed to relieve SCRAP of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. MEETINGS
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Minutes of all meetings of SCRAP's governing body shall be available to City within ten (10)
working days of approval.
VII. TERMINATION
The City may terminate this Agreement %r cause if SCRAP violates any covenants,
agreements, or guarantees of this Agreement, the SCRAP's insolvency or filing of bankruptcy,
dissolution, or receivership, or the SCR.AP'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.
VIII l�(,�l,l�l� �}�'1'�f�'[°I 11*�1`I,�'wH�l�f� ��l�l�i.�'�tP��_,}. ���[ I I i_fp,!�1?4'�;
A, SCRAP shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. SCIZAP will furnish all inforrnation and reports requested by City, and will permit
access to its books, records, and accounts for purposes of investigation to ascertain coznpliance with
local, State and Federal iules and regulations,
C. In the event of SCRAP's noncompliance with the nondiscrimination requirements, the
Agreement may be canceled, tenninated, or suspended in whole or in part, and SCR.AP may be
barred from further contracts with City.
IX. WARRANTIES
SCRAP represents and warrants that:
A. All information, reports and data heretofore or hereafter requested Uy 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 bank statements heretofore requested by City and furnished ta City,
are camplete, accurate and fairly reflect the financial conditions of SCRAP on the date shown on
said report, and the results of the operation for the period covered by the repart, and that since said
data, there has been no material change, adverse or otherwise, in the financial condition of SCRAP.
C. No litigation or legal proceedings are presently pending or threatened against SCR.AP.
D. None of the provisions herein contravenes or is in conflict with the authority under
which SCRAP is doing business or with the provisions of any e�isting indenture or agreement of
SCRAP.
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E. SCRAP has the power to enter inta this Agreement and accept payments hereunder,
and has taken all necessary action to authorize such acoeptance under the terms and conditians of this
Agreement.
F. None of the assets of SCRAP are subject to any lien or encmnbrazice of any cha�•acter,
except for current taxes not delinquent, except as shown in the bank statements furnished by SCRAP
to City.
Each of these representations and warranties shall be cantinuing 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 tl�.e 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. SCRAP shall notify City of any changes in personnel or governing board
composition,
XI. INDEMNIFICATION
To the extent authorized by law, the SCRAP agrees ta indemnify, hold harmiess, and defend the
CITY, its officers, agents, and employees from and against any and all claims or suits for injuries,
da�nage, loss, or liability of whatever kind ar character, arising out of or in connection with the
performance by the SCRAP or those services contemplated by this Agreement, including all such
claims or causes of action based upon common, constitutional or staiutory law, or based, in whole or in
part, upon allegations of negligent or intentional acts of SCRAP, its officers, employees, agents,
subcantractors, licensees and invitees.
XII. CONFLICT OF 1NTEREST
A, SCR.AP covenants that neither it nor any member of its governing body presently has
any interest, direct or indirect, which wauld conflict in any manner or degree with the performance of
services raquired to be peg•foi°med under this Agreement. SCRAP 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.
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