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2014-270s:\legal\our documents\ordinances\14\serv agr-denton christian preschool.doc �' � � • � '' 1 . �• � . � • � • � •� � � '; : • � • . . �r • � . .. •• . �� . �.. � � � ,• � � r �� •' • r�' �7VHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Denton Christian Preschool for rest mats for, attached hereto and made a part hereof by reference (the 66Agreement99}, serve a municipal and public purpose and is in the public interest; NoVVy 1d1�R1''A�oRI'.y ■ : �� '� �. '�. . i �� : .� . • : �. � �� • •� .R � . 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 ��,r'��"�'��°G�. �___� 2014, � �:�...�.� �P'''�; � � . .� �� . ...__ _ �' :��I� WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :� � � � BY: � , R�,.... �.� -��. ,�l'�'�� ;:T� r"t� "�'� LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: _ �� '`� , ��. �.. �� s;llegnllour documen�\w�itracls1141�crv agr•dcnton chris[ien prcachoal,doc SERVICE AGRCEMENT B�TWEEN T'I�E CITY OF D�NT'ON, TEXAS AND DENTON CHR.ISTiAN PRESCH40L This Agreemei�t is 11e►•cby cntered ic�to by and bet�veen the Gity oi'Dentc�i�,'I�ex�s. a f I�me I�ule Municipal Corporation, hereinafter refeccecl to as "City", �►nd Dcnton Christi�u� Preschaol, � Tex��.5 Non-Px•ofit Corporation, hereinat�er refei�red lo as "Preschool". WHEREAS, City has determined that the proposal for services merits assistance and ca�i pz'ovide needed services to citizens of City and has provided funds in its budget for the purpose of a donation to Preschool wl�ich serves a need of gathering new Preschool for kids witltiin our cotnmunity tlxat a,re considered homeless by the Denton Independezlt School• Dist�•iet; and WHEREAS, this Abreement serves a valid municipal and public purpnse and is in the pubiic interest; NOW, 7"�i�REFORE, the paifiies hereto mutually a�ree as follows; 1. SCOJ'E OF SERVICCS Preschoal shall in a satisFactory and proper manner perform the followin� tasks, for which the monies pzovided by City may be used: The funds bein�; provided shall be used by Preschool will be used for rest mats. 1I. OBLIC�ATIONS Or PRESCHO�I, In consideration of the receipt of funds from City, Preschool agrces to the following terms and conditinns: A. Seven Hundred Thii�ty-Five Dollars ai�.d Seven Cents ($735.b7) shall be �aid to Presehool by City to be utilized for the purposes sei Forth in Articie I, B, Preschool will maintain aciequaie records to establish that thc City funds are used fai• the purp�ses autllorized by this A�rcemenC. C. Preschool will permit authorized officials of City to review its books at any tiin�, D. Upon rec�uest, Preschool will provide to City its By �.aws aild any of its rules and regulations that may be relevant to this Agreement. �. 1'reschoal will noi enter into any conYracts that would encumber City f�mds f��r a period that wc�uld extcnd beyond the term of this Agreement. s;llegal\our doeumeittslcuntracts\I4lserv ngr•denlon christiun preschool.d�c F', Pa�escl�►ool will appoiilt a representaCive rvl�� will be available to meet with City ofCcials when requested, G, Preschool �vil! sub�i�it to City copies of ye�r-end audited tinat�cial st�tcme:nts, III, 'f[ME OF 1'ERfORMt1NCE The services �unded by City shall be undertaken and cotnpleted by Preschool withi�l the followin� time frame: . The term of this Agreernent shall commence on the effective date and terminate September 30, 2014, t�nless the contract is sooner terminated under Section VII "$uspension or Termination". IV, �'AYMENTS A. • PAYMENTS TO PRESChIO�L, City shall pay to Preschool the sum specitied in Article II after tlie efFective date oi'thzs �greement. B. EXCESS PAYMENT. Preschool sh�tll z•efund to City within ten (10) workin� days of City's request, any sum of money which h�s becn paid by City and which City at any time thereafter delermines; 1) has resulted ici overpayment to Peeschool; or 2) has nat been spent strictly ir► aecorda.tace with t11e terins of this A�;reen7enl; or 3) is not supported by adequate documental'ion to fully justify the cxpendil•ure. V. �;�'�I�LJA`��I{:YN Preschool a�rees to participate in an implenlentation and mazntenancc system whereby the services cnn be continuously monitored, 1'reschool �grees ro malce available its tin�ncial records for review by City at City's discretion. In addition, Preschool agrees to provid.e City thE following d�ta and reports, or copies thereof: A. All external or internal audits. Preschool shall submit � copy of the annual independent audit to City withir� ten (10) days ofi•eceipt, ' B, All external or internal evaluation reports. C. An explanation oi'any major c(Ianbes in program services. Page 2 s:llognllour documentslcontracts1141�erv ugr-denton chrislinn preschooLdoc D, To coi��ply with this section, Preschool agt�ees to maintain records that will provicic accurate, cucrent, sep�rate, a►id com}�lete disclosu��e of tlze status of fu�lds received �nd Che serviccs perfortned uncler this A��•eeinenf. Preschool's record systein shZll contnin sufticient documentation to provicie in delai l full support �tnd jusli�ic�tion for each expenditure. Pzeschool lgrees to retain all boolcs, records, clocurn�nts, reparts, and written accounting procedures pertaii�iiig to the services pravi�ied ancl expenditure of fiuids under this Agreement for five years, E, Nothing in the above subsections shall be construed to relieve Prescllool of responsibili�y for retainin� aecurate and current records that clearly reflect ihe level and bcnefit of sexvices provaded under this A�reement. VI. DIRECTORS' MEETINGS During the tern� of this A�reen�ent, Preschool shall deliver to City copies of all notic�s ol� meetin�s of its Bosrd of Directors, setting f'orth the tiine and place thereoiwherein thrs program is a part of the subject matter of tl�e cneeting, Such notice shall be delivered to Cily in a tinlely manner to give adeqtt�te notice, and shall incltide �n agend.A a�nd a brieF clescription of the matters to be disctissed. Preschool understands and agre�s that City's representatives sha11 be affordeci access to a.11 meetings of its Board o�f Direetors, Minutes of all meetinbs ofi Preschool's governing body sltall be availaUle to City within ten (10} workin� days of a�proval. VII. TERM.IN�TION The City may cern�iilate this A�;reement £or cause if PreschooI violates atty coven�nts, agreealcnts, or guarantees of this Agreenaent, tl�e Preschool's i�lsolvency or tiling of bankruptcy, ciissoluti�n, or receivership, �r the Prescl�ool's violltion of any law or regulation ta which it is bound under the terms of this Agreet�aent. The City inay termiiiate tl�is A�reement for other reasons not speciiically enumerat�d in this paragzaph. ViTT. EQUAL OPPORTUNTTY AND CUM�PLIANCE W,ITH Lf1WS A. Preschool shall comply with all applicable equal ennployrxzcnt opportunity aazd affiimative action laws or regulations. B. Pre;schooi will fiii•nish all information �nd reports requested by City, and will rermit access to its books, records, aud accounts for purpuscs oFinvestigation to Ascert�i n compliance with loc�l, State and rederal rules and ce�ulations. C. ln the event of �'reschool's non-compliance wil'h the non-discrimivation requirements, tltc Agreement nlay be canceled, ternainated, or suspendeci it� whole or in part, and Preschool may be b�rred from further contr��cls with City. Page 3 s:\legall�ur tlocumentskontrxcts\IA�Serv ugr-dcntoii chrislian prescliooLda; IX. WARRA,NTIES Preschool represents �nd wurrints that: A. All info�7nation, reporl's and datl heretofore or herelfter reqttesfed by City and fiirnished to City, are com�lete and accurate as of tl�e dACe shown ot� the inI•'oril�ation, dafa, or report, and, since that date, have not undergone any signifieant ch�.nge without written notice to City. B. Any suppor�ting finanoial statcments heretofoxe requesled by City and furnished to City, are complete, accurate and fairly reflect the �nanciAl conditions of Prescl�ool on the date shown oi�. said report, and the resuJts of the operation for the period covered by the rcport, and that since s�id dat�, there has been no material change, adverse or atherwise, in the tinancial condition o1' Preschool. C, No litigation or legal proceec�ings �tre preset�tly pendin� or threatened against Preschaol, D. None of the provisions herein contravenes or is �in conFlict with th� autlionity under which Preschool is doing busiuess or with the provisions of any existing indenture or agreement of PreschooL E. Preschool has the power to enter into this Agreement and accept payments llereunder, and h�s taken all necessary action to authori;�e suolZ accept<ince under the t�r�ns and conditions of this Agreement. F. Nc�nc of the assets of Preschool are subject to a��y lien or enc:umbrance c�f any char�cter, excepC for current taxes not delinquent, except as shown i�z the fiinat�cial statements i'ura�.ished by Preschool to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repe�ted by the submission of each request for payinerzt. X. CHANG�S AND AMENDMENTS A. Any �Iterations, additions, or deletions to tl�e ternls of tliis A�reement shall t�e by written aniendment executed by both parties, except when the terms of this A�reement expressly provide that anothcr method shall b� used. B, It is und�rstood and a6reed by the parties liereto that chan6es in the State, Federa! or local laws or regufations pursuant hereto nnay occur c�uring fihe term ot tl�is Agreernettt. Any such cxaodi��cations are to be automatically iiicorporated into this Agz�eement without written amendment hereto, and shall become a p�rt of the Agreeinent on the effective date specitied by the law or regulation. P�ge 4 s:llegullour documcntslconlrncls1141serv ngr-denlun cAristian presel�ooLdoc C. Preschool shall noti#y City of any changes in perso�uiel ar �overnit�g board composition. XI. INDBI�INTFICATI�N 7"o the extent aathor.ized by law, the Preschool agrees to indemnify, hold h�rinless, and defend the CITY, its officers, agents, and en�ployees from 1ud against any and all claims or su.its fot• iiajuries, damage, loss, or liability of whatever kind ox cl�aracter, arising out of or in connection with the pe:rformance by the Preschool or those services contemplated by this Agreemcnt, includin� all such claims or causes. of actzon based upon common, constitutionaJ. or statutory Iaw, or b�sed, in whole or in part, upon allegations of negligent or intentional acts of Preschool, zts officers, employees, �gents, subcontractors, licensees and i��vitees. XII, CONFLICT OF' 1NTEREST A. Preschool covenants that neither it nor atiy meinber of its governiilg body presently has � any � ir�terest; direct or � indirect, which would confYict in any manner or degree witl� the performance of services required to be per%rxned under this Agreen�ent. Prescllool further couenants �that in the pe�formance of this tlgreemeni, no person having such interest sl�all be employed ar appointed as a member nf iCs governing Uody. B. Preschool further covenants that no m�tnber n1' its govez•nin6 body or i�s staft; subcontractars or ennployees shati possess any interest in or use his/her posiCion for a purpose that is or gives the appearance of being motivated by desire Por private gain for himself/he�self, or others; partieularly those with which hc/she has family, busiiless, ar �ther ties, G. Na officer, member, or. employea of City and no memUer of zts governin�; body wt�o exercises ax�y function or xesponsibilities in the review or approval ofthe undertaking or carrying aut of this Agreement shall pat�ticipate in any deeision reIating to the Agreement which af%ets his personal interest or the intarest in ��y coipora.fiion, partnership, or associltiotl in whicl� he has clirect or indirect interest. XIII. NOT[CE Any notice or other written instrument required or perrnitted to be delivered under lhe terms of lhis Agreemerit shal] be deemed to have been delivered, whell�er actually received or not, when deposiLed in fhe; United States mail, postage ps•apaid, re�istered or certif.ied, return receipt requested, or via hand-delivcry or f�csimile, addressed. to ]'rescllool or City, as the case inay be, at tl�e following addresses: Pabe 5 4:Ilegal\our docuntenWlcuntracts114\scrv ugr•denlou clirislian preschaoLdoc CiTY City of Denton Attn: City Manl�zr 2 [ 5 E. McKinney Dei�ton, TX 76201 Fax No. 940.349.8591 PRESCHOOL Alici� Blanca Director of Denton Christiln Preschool 1 I 14 W. University Drive Denton, TX 76201 Either party ma.y change its mailing address by sending notice of chaiige o#'address to Che other at the above address by certified mail, return receipt requested. XIV, MTSCELLANEOUS A. Prescl�ool slaall not transier, pledge or otherwise assign this Agreeznent 4r any interest tkierein, or any claim arising thereunder to any party or parties, b�nlc, trust coinpan.y or other ;Financial i�astitution without the priox writt�ix approval of City. B. If any provisio�l of this Agreeu�ent is lield to be invllid, ille�al, or unenforceable, the remaining provisions shall retnain in full force and eftect and eontinue to conform to the ori�inal intent of botli parties hereto. C. In �no event shall any p�yment to Prescl�ooI 1lereunder, or any other act or failure of City to insist i�l any oue or more ix�stances upon the terms and conditions of this A�reement conski- tule or I�e coi�strued in any way to be a waiver by City of any breach of covenant or default which n�ay then or subsequently be committed by Preschool, Neither shall sucl� payment, act, or omission in any mariner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights herennder, which rights, powers, privileges, or remedies 1re always specifically rxeserved. No representative or agent of City may waive tl�e ei'fect of this provision. D, This Agreemeni, iogether with relerenced exhibits and. attaclm�ents, constitutes the entirc �.greement between the parties her�lo, an�l any prior a�reement, assertion, statemcnt, understandizig, or otli�r cotnmitmeut occui7ing during the term of Chis Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly cxecuccd in writinb, and if appropriate, recorded as an �mendment of this Agreement. E. This Agrcement shall be interpreted in accordancc witl� the ]aws of the State of Texas and venue of a�ay l:itigatiott concerning tlzis Agrceine�it shall be in a cotirt oF competent jurisdiction sittin� in Denton County, Texas. 1�i �w'�"�"�I�`,;� 'v�l I� 1�L"s��°, tk�e �� °ti�� do l��r�by affx their signatures and enter into this A�r��xae��t �t� �a�' thc; `��t� �'� ti G�y �� f ��'�`:��1`. r - . " �,... � 201 A� , Page 6 s:llegallour documcnts\conlrnets\l4lvcrv agr-denlon christi�in preschooLdoc ATT�ST: J�NNIP'EIt WALTERS, CITY SECRETARY � BY, ;,_LL s,� � _....._ _.�, _ .. AP� VED A p�(� LEGAL FORM: ANITA BURG.ESS, CITY ATT4RNEY � � �' BY: _,__ ,��V � _�"�'� -- ,�' " AT"TN ST: 13Y, SECRETARY CI'TY OF DENTON ,�"�`.-� .� - � ..�� . ,, �� _ .�,Y� _ __ ° � __.. -�. GEO C�l: �,CAMPBELL,�'t7�"YMANAG�R DENTON CIIRISTIAN PRESCr�I00L �.y .� �--°`"..� . BY� ..... ,�..e r��:.,:�CIA BLANCA D1RC(;�fOR P1�e 7