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2014-183FILE REFERENCE FORM 2014-183 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Chan e Order to Service A reement — ori inal is attached 08/15/14 JR s:\legal\our documents\ordinances\14\serv agr-interfaith ministries.doc • ' l ` •' � � �' AN OR.DINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND INTERFAITH MINISTRIES; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Interfaith Ministries, attached hereto and made a part hereof by reference (the "Agreement"), serve 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 Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including authorizing and ratifying the expenditure of funds. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. .� PASSED AND APPROVED this the �_: day of �� Mp_ � 2014, r�`' �-- ,�•' � � � � �'"'� �, � �� .. , �, �� .. _ �� ..� _ __ _ CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, : `�`"� SECRETARY �T��"R��"I�:T� AS �� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � .� . � m .. w_ � �- ¢ � ,�` �'� �� "�"' , .�� ,%' BY: �`�,.�" � �' � ,K � ��... � � ; .. � M _>� � - - �. � S:1LegallOur Da:umcnts\Conlrocls114lScrv Agr - Interfailh Minislrios.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTUN,1'EXAS AND INTERFAITH MINISTRIES This Agreement is hereby enlered into by and between the City of Denton, '1'exas, a home rule municipal corporation, hereinafter referred to as "City", and the Interfaith Ministsies, a not for profit organication, hereinaftee referred to as "Interfaith". WHER�AS, City ttas dctcrmined 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 a donation to Intcrfaith which provides a benefit to the citizens by helping with housing and rental for low income families; aud WHEREAS, this Agrcement serves a valid rr►unicipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE UF S�RVICES Interfaith shall, in a satisfactory and proper manner, per%rm the following tasks, for which the monies provided by City may be used: the fimds being provided shall be used for housing and rental for low income fiunilies. Il. OBLIGATIONS OF INTERFAITH ln consideration of the receipt of funds from City, Interfaith agrees to the fol lowing terms and conditions: A. One Thousand, Three Hundred/100 ($1,300.00) shall be paid to Interfaith by City to be utiliaed for the purposes set fo�th in Article l. B. lntcrfaith will mfaintain adequate records to establish that the City funds are used for lhe purposes authorized by this Agreement. C. lnterfaith will permit authorized ofticials of City to review its books at any time, D. Upon request, Interfaith will provide to City ils By Laws and any of its rules and regulations that may be rcicvant to this Agreement. E. Interfaitl� will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Interfaith will appoint a representative who will be available to meet with City officials when requested. Page 1 S:1l.egall0ur pocumenls\Contracla\I41Sarv Agr - Interfaith Minislries.doc I1I. TIME OF PERFURMAI�C� The services funded by City shall be undertaken and completed by Interfaith within the following time frame: The term of this Agreement shall commence on the effective date and terminate Septembee 30, 2014, unless the contract is sooner terminated under Section VII "Susp�nsiun or Termination". IV. PAYMENTS A. PAV�Ert�['s To INTERFAITH. Ci ty shall pay to lnterfaith the sum spocified in Article Il after the effective date of this Agreernent. B. EXCESS PAYMENT. Interfaith sha11 refund to City within 1en (10) working days of City's request, any sum of money which h�s been paid by City and which City at any time thereafier determines: 1) has resulted in overpayment to Interfaith; or 2) has not becn spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Interfaith agrees to participate in an implementation and maintenance system whereby the services can bc continuously monitored. Interfaith agrees to make available its bank statements for review by City at City's discretion. In addition, lnterfaith agrees to provide City the followin� data snd reports, or copies thereof: A. An explanation of any major changes in prngram services. B. To comply with this section, Interfaith agrees to maintain rccords that will provide accurate, current, separate, and complete disclosure of the slatus of funds received and the services performed under this Agreement. lnterfaith's record system shall contain sufficient documentation to provide in detai) full supp�rt and justification for each expenditure. Intertaith agrccs to retain all books, records, documents, reports, and written accounting procedures peel�ining lo lhe services providcd and cxpenditure of funds under this Agreement for five years. C. Nothin� in the above subsecNons shall be construed to relieve Interfaith of responsihility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. Page 2 S:\lRgallQur Dncunxnts\Contracts\I415crv Agr- Inlrrfailh Ministries.doc V1. MEETINGS Minutes of al I meetings of Intertaith's governing body shall bc available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if [ntcrfaith violates any covenants, agreements, or guarantees of this Agreement, the Interfaith's insolvency or filing of bankruptcy, dissolution, or receivership, or the Intcrfaith's violation of any law or regulation to which it is bound under the terms of this Agreement. The Cily may terminate this Agreement for other reasons not speci�cally enumerated in this paragraph. VIII. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. [nterfaitlt shall comply with ail applicable equal employment opportunity and affirmative action laws or rcgulations. B. Interfaith will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of'investigation to asccrtain compliance with local, State and Federal rules and regulations. C. In the event of Interfaith's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and lnter�'aith may be barred frum furiher contracts with City. IX. WARRANTIES Interfaith 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 bank statements heretoforc rcquested by City And furnished to City, are complete, accurate and fairly reflect the financial conditions of Interfaith 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 lnterfaith. C. No litigation or lcgal proceedings are presently pending or threatened against Interfaith. D. None of the provisions herein contravenes or is in conflict with the authority under which Interfaith is doing business or with the provisions of any existing indenture or agreement of intertaith. Page 3 S:1Lege110ur pocumenl.c\C'anlrnc�s114VScrv Agr - Inlerfnilh Minislries Anc E. [nterfuith has the power to enter into this Agreement and accept payments hereunder, and h� taken all necessary action to authorize such acceptance under the terrns and conditions of this Agreement. F. None of the assets of Interfaith are subjecl lo any lien or encumbrance of any character, except for cwrent taxes not delinquent, except as shown in the bank statements furnished by Interfaith to Cily. 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 Agrccmcnt shall be by written amendment executed by both parties, except when the terms of this Agreement expressly prnvide 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 reguldtions pursuant hereto may occur during the term of this Agreement. Any suoh modifications are to be automatically incorporated into this Agreement without written �unendmenl hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. [nterfaiih shall notify City of any changes in persc>nnel or govertaing board composition. XI. INDEMNIF[CATION To the exterrt authorized by law, the Interfaith agrees to indemnify, hold harmless, and detend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, dannage, loss, or liability of whatever kind or character, arising out of or in conncction with the pertbrcn.ance by the Intecfaith 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 Intertaith, its officers, employees, �gents, subcontractors, licensees and invitees. XII. COVFLICT OI' INTCR�ST A. Interfaith covenants that ncither il nor any member of its governing body presently has any interest, direc;t nr indirecl, whieh would conflict in any manner or degree with the perfonnance of services required to be performed undee this Agreement. [nterfaith further covenants that in the perforrnance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. Page 4 S;1LegellOur pocumentslConlrnclslld�Serv Agr- Intcrfniih Minislries dac B. Interfaith further covenants that no cnember of its goveming body or its statt; subcontractors or employees shall possess any interest in or use his/her position for a purpose that i s or gives ihe appearance of being motivated by desire for private gain for himselflherself, or others; particularly those with which he/she has family, business, or other ties. C, No officer, member, or employee of Cily and no mernber of its governing body wha 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 affeets his personal interest or the interest in any corporation, partnership, or Interfaith 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, whethcr actually received or not, when deposited in the United States mail, postage prepaid, registered or cerlifed, return receipt requested, or via hand-delivery or facsimile, addressed to Interfoith or City, as the case may be, at the following addresses: CiTY City of Denton, Texas Attn: City Manager 215 �. McKinney Denton, TX 76201 1NTCRTAITH M1NISTRIES Intcrfaith Ministries Condell Garden 1109 N. Elm St., No. Denton, TX 76201 Either �arty 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. X1V. MISCELLANEOUS A. Interfaith shall not transter, pledge or otherwisc assign this Agreernient or any interest therein, or any claim arisin� thereunder to any party or parlies, bank, trust compaity or ather financial institution without the prior written approval of City. B. If any provision of this Agreement is held lo be invalid, illegal, or unenf�rceable, 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 cvcnt shall any payment to Interfaith hcreunder, or any other act or failure of City to insist in any one ur 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 Interfaith. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce Page 5 5:\Legall0ur pocumenls\Conlraols\14�.Scrv Agr- Inlcrfiith Minist�ies doc; its rights hereunder, which righls, powers, privileges, or remedies are always specifically prescrvcd. 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 partics hcrcto, and any prior agreement, assertion, statement, understanding, or other commitmenl 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 A�reement. F... This Agreement shall bc intcrpreted in accordsince with the laws of the State of Texas and venue of any litigation concerning lhis Agreement shall be in a court of competent jurisdietion sitting in Denton Cnunty, Texas. IN WITNES� 'V��1�;��C3�°, ��a� p��t►�s d� �a�r�by af�ix t��ir ��acures and enter into this Agreement as of the ,�;� ��riy t�f �� __�'_' �'��'�M.� ��.� �� n..... CITY O� DENTON � �- � �� f �s � `�x� �� ,. � _.�� '�,. �`�„„f,��_" � ,.. �°�"»�� ...... �;�� CAMPRF,LL, C[TY MAN�1C.y�� ATTEST: JENNIFER WALi"�I��,, �I�'� SECRETARY � APP`I;.`��1;� ,�i�'`�`C� LEGAL FORM: ANITA BURGESS, CITY ATTUItN�Y 0 �• � .. � , �,,,� � ,_,. . � , .� BY� � � , � �...,n._ ,, _� �.�,.w ..- � _,. �.,. _. INTERFAI'1'H MINISTRIES �; '"� � � � � ��°� �. AY: ��'� �� ,�° ��8 "° � ' - ` �� 1'1'1'LE. � y� �� - °' ��' _�'' � °�'��-�:� �"�'�� .� Page 6 , �.� . � . ., . The Service Agreement between the City of Denton, Texas and Interfaith Ministries, dated June 17th, 2014 and approved by Ordinance No. 2014-183 is hereby changed to increase City funding by the amount of $ 650.00 (the 66Change 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. �°;;� � �,.,�.��_ ,� r� • . �„ �� •. �� '`� ..�- -� _ .:�.� ��-,,,� George Campbell City Manager Dated: e��.� � � : �� Interfaith Ministries � �� r �,�� , ,�� , �� B��'�� ,��a �'� � �.� r ,� �'� � �,�,�k ..� ��-��"��'' .�. Condell Garden W Date: �`-��°J��' I:.�� ;��1, Approval: ; �, ,' , �F �q , a � � y � �� , .��,—; -° „ �. • -- — - � � Name: Anita Burgess City Attorney Date: �� .� °��