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2014-272s:\legal\our documents\ordinances\14\serv agr-young life denton.doc � � � ' � � I ` ', � � . � � �', , � �' � • ' i •; � •' a' ' � � � * � � ! � � � � s. s � r �, � t i .�� . r� WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Young Life Denton, far reimbursement of summer camp expenses, 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, • • t � • " ; •`�. SECTION 1. The findings set forth in the preamble af this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. ��;�""11ClC�I 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 autharizing 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 �,��'�°; ��`�`:�� '. , 2014. . . �• ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: y . � � �� ,....�....� i�l�l�l� ��;1� .tt� .�_�) LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r �� BY: �' �'s_ `�� " � ,��r,�.��3 ��` , � � � �.�.�.__,� ��. � � y. s:\Icgal\our documents\contracls\14\serv agr-young lifc denton.doc SERVICE AGR�EMENT I3ETWEEN THE CITY OF DENTON, TEXAS AND YOUNG LIFE DENTON This Agreement is hereby entered into by and between the City of Denton, Texas, a I-lome Rule Municipal Coiporation, hereinafter referred to as "City", and Young Life Denton, a Texa� non-profit corporation, hereinafter referred to as "Young". WHEREAS, City has determined 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 summer camp expenses for Young; and WHCREAS, this Agreement serves a valid municipal and public put�pose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOP� OP SERVICES Young 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 shall be used by Young for the purchase of summer camp expenses. II. OBLIGATIONS OF YOUNG ln consideration of the receipt of fiinds from City, Young agrees to the following terms and conditions: A. Eight Hundred Dollars and No Cents ($800.00) shall be paid to Young by City to be utilized for the purposes set forth in Article [. B. Young will maintain adequate records to establish that the City ii�nds are used ioi• the purposes authorized by this Agreement. C. Young will permit authorized officials of City to review its books at any time. D. Upon request, Young will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Young will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this A�;reetnent. s:\Icgal\our dauments\contrecis\14�ecrv agr-young lilc dcnton.doc F. Young will appoint a representative who will be available to meet with City officials when requested. G, Young will submit to City copies of year-end audited financial statements. III. T1M� OF PERFORMANCE The services funded by City shall be undertaken and completed by Young within the following time frame: The term of this Agreement shall commence on the effective date and tenninate September 30, 2014, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS'I'O YOUNG. City shall pay to Young the sum specitied in Article II after the effective date of this Agreement. B, EXCESS PAYMENT. Young shall refund to City within ten (10) working days ofCity's request, any sum of money which has been paid by City and which City at any time thereaiter determines: 1) has resulted in overpayment to Young; 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 Young agrees to participate in an implementation and maintcnance system whereby thc services can be continuously monitored. Young agrees to make available its (inancial records f'or review by City at City's discretion. In addition, Yottng agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. Young shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B, All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Young agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Young's reeord system shall contain sul�ficient documentation to Pa�e 2 s:1leg�llour documents\contraclsU4lscrv agr-young liFe denton.doc provide in detail full support and justification for each expenditure. Young agrees to retain all books, records, documents, reports, and written accountin� procedures pertaining to the services provided and expenditure of funds under this Agreement for tive years. E. Nothing in the above subsections shall be construed to relieve Youn� ofresponsibility for retaining accurate and current records that clearly reflect the level and bcnei-it oi� services provided under this Agreement. VI. DIRECTORS' ME�TINGS During the term of this Agreement, Young shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth ihe time and place thereof wherein this program is a part of the subject znatter 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. Young understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Young's governing body shall be available to City within tcn (10) working days of approval. VII. TERMIN�1TlON The City may terminatc this Agreement for cause if Young violates any covenants, agreeinents, or guarantees of this Agreement, the Young's insolvency or filing of bankruptcy, dissolution, or receivership, or the Young'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. EQUAL OPPORTUNITY AND COMPI,IANCE WITH LAWS A. Young shall comply with all applicable equal employment opportunity and af�rmative action laws or regulations. B. Young will turnish 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 Pederal rules and regulations. C. In the event of Young's non-compliance with tl�e non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Young may be barred from further contracts with City. IX. WARRANTIES Young represents and warrants that: Page 3 s:\legul\our documents\contracts\14\scrv agr-young lifc denton.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 chan�e 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 Young 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 Young. C. No litigation or legal proceedings are presently pendin�; or threatened against Young. D. None of the provisions herein contravenes or is in contlict witli the authority under whiclz Young is doing business or with the provisions of any existin� indenture or abreement of Young. E. Young has the power to enter into this Agreement and accept payments hercunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Young are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Young 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 AM�NDMENTS A. Any alterations, additions, or deletions to tlie 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 changcs in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modii�ications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date spccified by the law or regulation. C. Young shall notify City of any ehanges in personnel or governing board compositicm. XI. TNDFMNIFICATION To the extent authorized by law, the Young agrees to indemnify, hold hannless, and defend the C1TY, 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, arising out of or in connection with the Page 4 s:\legal\our documcn[s\contracts\14\scrv agr-young lifc dcnton.doc performance by the Young or those services contemplated by this Agreement, incl uding 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 Young, its ofticers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. Young 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 t►nder this Agreement. Young 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. Young 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 of bein�; motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval ofthe undertaking or carrying out of this Agreement shall participate in any decision re]ating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIIt. 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, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Young or City, as the case may be, at the following addresses: C1TY YOUNG City of Denton Catherine Ryden Attn: City Manager Young Liie Denton 215 E. McKinney P.O. Box 255 Denton, TX 76201 Denton, TX 76202 Fax No. 940.349.8591 Either party may change its mailing address by sendin� notice of change of address to the other at the above address by certitied mail, return receipt requested. Page 5 s:\legallour doc:umentslcontracls\14\serv agr-young lilc dcnlon.doc XIV. MISCELLANEOUS A. Young shall not transfer, pledge or otherwise assign this Agreement 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. lf any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and eftect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Young 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 Young. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the ef'fect of this provision. D. This Agreement, together with referenced exhibits and attachinents, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment 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 Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sittin� in Denton County, Texas. IN WITNESS WHEREOF, the p��°t�� do l�er�la}� affix their signatures and enter into this Agreement as of the � A`� �!�� day of k,� �;� ��;� �ti`f'��,� __ , 2014 . ATTEST: JENNIFER WALTERS, CITY SECRETARY � v. r BY: ' �� ;� Page 6 CITY OF DENTON T� , �1�� Y .�� _ �� A- w w �. � � ��.,,.�.. .� �...��f,� ��.�W_._..._ GEO��l.{; C. 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