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2014-271s:\legal\our documenYs\ordinances\14\serv agr-denton community market.doc � . � ' . � � . � � 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, �fi,. � �� �fy` � ��� F r y� 1 � � �� �� � f � ...,.,. . �.,e� ,,,,,n......., ... .. . ...,,..,_. - CHRIS WATTS, MAYOR ATTE5T: JENNIFER WALTERS, CITY SECRETARY BY: , � _m ,�1� k (�VED "'y� TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ��� _� � �� �� s:\Icgal\our documents\contracls\14\scrv agr-denton community markct.doc 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. s:\Icgal\our documents\conlracls\14\scrv abr-dcnton communily market.doc 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". � 4�. 1'�h �t` M �?�'i °S 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 Page 2 s:\legal\our documcnts\contraclsV 4\serv �gr-dcnton community market.doc 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: Pa�;e 3 s:\legal\our documcnts\contracts\14\serv agr-dcnton community markct.doc 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 Page 4 s:\legal\our documcnts\contracts\141scrv agr-dcnton community market.doc 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. I'age 5 s:\Icgal\our documenls\conlracts\14�SCrv agr-denlon community market.doc 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 � BY: , �� �. Pa�;e 6 CITY OF DF..NTON � � � � �v�.� �-� ,�< �..:w � �. ���-�-� ��` . �,F�, :)�� � C. ���1'u��'E31;L,i�, C1TY MANAGER s:\legal\uue documents\contracts114\serv n�r-denton aimmunily market.doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORN�Y BY: .,:.,�'' � �.. -�� �� � ATTEST: I� SECRETARY DENTON COMMUNITY MARKCT � ��� t( � � _ � f� N BY: � � a � � � �' ,P -°K��� ' -���-�; f ` ' g � ,��� � ,�� "�� y��'��.� ���, Tr��i.�'�.�� °."�`��-�� C'(�ORLINL"A ��R Page 7