2014-271s:\legal\our documenYs\ordinances\14\serv agr-denton community market.doc
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AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND DENTON COMMUNITY MARKET; AUTHORIZING
AND RATIFYING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the City Council af the City of Denton hereby finds that the Agreement between
the City and Denton Community Market, for the purchase of tables, chairs, canopies and umbrella
bases, attached hereto and made a part hereaf by reference (the 66Agreement99), serve a municipal and
public purpose and is in the public interest; NOW, THEREFORE,
• • • � • ' � �' �'
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.
S1:?�C"l'I���f 3. This Ordinance shall become effective immediately upon its passage and
approval.
PAS5ED AND APPROVED this the "��_ day of ti�°''. �'�` ���"��:,�_ , 2014,
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CHRIS WATTS, MAYOR
ATTE5T:
JENNIFER WALTERS, CITY SECRETARY
BY: , � _m
,�1� k (�VED "'y� TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ��� _� � ��
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SERVICE AGREEMENT
QETWEEN THE CITY OF DENTON, TEXAS AND
DENTON COMMUNITY MARKET
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 Community Market, a Texas
Non-Profit Corporation, hereinafter referred to as "Market".
WHEREAS, City has deternnined that the proposal ['or 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 Market which sezves a need for purchasing equipment for the community Market; 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 fotlows:
I. SCOPE OF SERVICES
Market shall, in a satisfactory and proper manner, perform the following tasks, for which the
monies provided by City may be used:
The funds being provided shal l be used by Market i�or the purchase of�tables, chairs, canopies
and umbrella bases.
lI. OBLIGATIONS OI' iV1�l�I��;T
In consideration of the receipt of funds from City, Market agrees to the following terms and
conditions:
A. Seven Hundred Thirty-Eight Dollars and Thirty Cents ($738.30) shall be paid to
Market by City to be utilized for the purposes set forth in Article I.
B. Market will maintain adequate records to establish that the City funcls are useci f��r the
purposes authorized by this Agreement.
C. Market will permit authorized officials of City to review its books at any tinle.
D. Upon request, Market will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Market will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this A�reement.
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F. Market will appoint a representative who will be available to meet with City officials
when requested.
G. Market will submit to City copies of year-end auditcd financial statements.
III. T1ME OP PERFORMANCE
The services funded by City shall be undertaken and completed by Market within the
following time fzame:
The tertn of this Agreement shall commence on the effective date and terminate September 30,
2014, unless the contract is sooner terminated under Section VII "Suspension or Termination".
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A, PAVMENTS To MaRxFT. City shall pay to Market the sum specif ed in Article II after
the effective date of this Agreement.
B. Exc�ss P,avM�.NT. Market 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 thereai'ter
determines:
1) has resulted in overpayment to Market; 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,
V. EVALUATION
Market agrees to participate in an implementation aud maintenance system whereby the
services can be continuously monitored. Market a�;rees to make available its financial records for
review by City at City's discretion. ln addition, Market agrees to provide City the followin� data and
reports, or copies thereof:
A. All external or internal audits. Market shall submit a copy of the annual independent
audit to City within ten (10) days of receipt.
B. All external or internal evaluation rcports.
C. An explanation of any major changes in program services.
D. To comply with this section, Market agrees to maintain records that wil] provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
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performed under this Agreement. Market's record system shall contain sulficient documentation to
provide in detail full support and justification for each expenditure. Market agrees to rctain all
books, records, documents, reports, and written accounting procedures pertaining to the services
provided and expenditure of�funds under this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve Market of
responsibility for retaining accurate and current records that clearly reflect the level and beneiit of
services provided under this Agreement.
Vl. DIRECTORS' MEETINGS
During the term of this Agreement, Market shall deliver to City copies of all notices of
meetings of its Board of Directors, setting forth the time and place thereof wherein this program is a
part of the subject matter of the meeting. 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. Market understands and agrees that City's representatives shall be afforded access to all
meetings of its Board of Directors.
Minutes of all meetings of Market's governing body shall be available to City within ten (10)
working days of approval.
V1I. TERMINATION
The City may terminate this Agreement for cause if Market violates any covenants,
agreements, or guarantees of this Agreement, the Market's insolvency or ftling of bankruptcy,
dissolution, or receivership, or the Market's violation of any law or regulation to which it is bound
under the terms of this A�;reement. The City may terminate this Agreement for other reasons not
specifically enumerated in this paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITIi LAWS
A. Market shall comply with all applicable equal employment opportunity and
affrmative action laws or regulations.
B. Market 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.
C. In the event of Market's non-compliance with the non-discrimination requirements,
the Agreement may be canceled, terminated, or suspendcd in whole or in part, and M�irket may be
barred from further contracts with City.
1X. WARRANTIES
Market represents and warrants that:
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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 Market 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 tinancial condition of
Market.
C. No litigation or legal proceedings are presently pending or threatened against Market,
D. None oFthe provisions herein contravenes or is in conflict with the authority under
which Market is doing business or with the provisions of any existing indcnture or agreement of
Market.
E. Market has the power to enter into this Agreement and accept payments hereunder,
and has taken al l necessary action to authorize such acceptance under the terms and conditions of this
Agreement.
F. None of the assets of Market are subj ect to any lien or encumbrance of any character,
except for current taxes not delinquent, except as shown in the financial statements furnished by
Market 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. 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 A�reement. Any such
modifications are to be automatically incorporatcd into this Agreement without written amendment
hereto, and shall become a part oi' the Agreement on the effective date specilied by thc law oi•
regulation.
C. Market shall notify City of any changes in personnel or governing board composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Market agrees to indemnity, hold harmless, and defend the
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CITY, its officers, agents, and employees from and against any and all claims or suits for injuries,
damage, loss, or liability of whatever kind or character, arisin� out of or in connection with the
performance by the Market 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 Market, its of�]cers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF [NTEREST
A. Market 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. Market 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, Market 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 ofbeing motivated by desire for private gain for himself/herself, or others;
particularly those with which he/she has fannily, business, or other ties.
C. No officer, member, or emplayee of City and no member of its governing body who
exercises any hanction or responsibilities in the review or approval of the undertaking or carrying out
of this Agreement shall participate in any decision relating to the Agreemenl which af'fects his
personal interest or the interest in any corporation, partnership, or association in which he has direct
or indirect interest.
XIII. NOTIC�
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, re�istered or certified, return receipt requested,
or via hand-delivery or facsimile, addressed to Market or City, as the case may be, at the following
addresses:
CITY
City of Denton
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
MARKET
Kathi Trice, Founder and Coordinator
Denton Community Market
P.O. Box 3057
Denton, TX 76202
Either party may change its mailing address by sending notice of change of address to the
other at the above address by certified mail, rcturn receipt requested.
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XIV. MISCELLANEOUS
A. Market shall not transfer, pled�;e or otherwise assign this Abreement 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 Market hereunder, or any other act or failure of City
to insist in any one or more instances upon the terms and conditions of this Agreement constitute 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 Market. Neither shall such payment, act, or omission in any
manner impair or prejudice any right, power, privile�;e, or remedy available to City to enforce its
rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No
representative or a�ent 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 Agreemcnt 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. This Agreement shall be interpreted in accordance with the laws of the State of Texas
and venue of any liti�ation concerning this Agreement shall be in a court of competent jurisdiction
sitting in Denton County, Texas.
IN WITNESS �+'I1J��1�'J�F, the }�'�t•ti�,s do hcreby affix their signatures and enter into this
Agreement as oi the r��,� ���. day of ��'�� ;a •�.s��,��-�' �"- � 2014 .
ATTEST:
JENNIFER WALTERS, CI"I'Y SECRETARY
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BY: , �� �.
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CITY OF DF..NTON
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORN�Y
BY: .,:.,�'' � �.. -�� ��
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ATTEST:
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SECRETARY
DENTON COMMUNITY MARKCT
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