2016-335S:\Legal\Our Documents\Ordinances\16\sery agr-Denton County Bar Association -Adoption Day Ord.doc
AN ORDINANCE OF AUTHORIZING AN '
BETWEEN OF •N, TEXAS . • THE DENTON•' . R
ASSOCIATION FOR THE PURPOSE OF ADOPTION • DAY IN DENTONCOUNTY;
DATE.AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN
EFFECTIVE
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and the Denton County Bar Association, attached hereto and made a part hereof
by reference (the "Agreement"), serves 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 carry out the duties and responsibilities of the City under the Public Service
Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
...............
approval.
PASSED AND APPROVED this the - day of `' �_, 2016.
C' tRI WA 11 `AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: .A F
APPI _) LDA ' TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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11 DION 1039KIK100 YAWKI k"W.-IMile KIN I �111Z
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 the Denton County Bar Association, a
Texas Non -Profit Corporation, hereinafter referred to as "County."
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
paying for contractual services; 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 follows:
County 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 County for Adoption Day in Denton County.
In consideration of the receipt of funds from City, County agrees to the following terms and
conditions:
A. Five Hundred Fifty Dollars and no/100 ($550.00) shall be paid to County by City to
be utilized for the purposes set forth in Article I.
B. County will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. County will permit authorized officials of City to review its books at any time.
D. Upon request, County will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. County will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
F. County will appoint a representative who will be available to meet with City officials
when requested.
G. County will submit to City copies of year-end audited financial statements.
111. TIME 017PERFORMANCI-11
The services funded by City shall be undertaken and completed by County within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2017, unless the contract is sooner terminated under Section VII "Suspension or Termination".
A. PAYMENTS TO COUNTY. City shall pay to County the sum specified in Article 11 after
the effective date of this Agreement.
B. EXCESS PAYMENT. County 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 thereafter
determines:
1) has resulted in overpayment to County; 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
County agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. County agrees to make available its financial records for
review by City at City's discretion. In addition, County agrees to provide City the following data and
reports, or copies thereof.
A. All external or internal audits. County 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, County 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. County' record system shall contain sufficient documentation to
provide in detail full support and justification for each expenditure. County agrees to retain all
5M
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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 County of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. DIREC'YORSMEETING S
During the term of this Agreement, County 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. County understands and agrees that City's representatives shall be afforded access to all
meetings of its Board of Directors.
Minutes of all meetings of County' governing body shall be available to City within ten (10)
working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if County violates any covenants,
agreements, or guarantees of this Agreement, the County' insolvency or filing of bankruptcy,
dissolution, or receivership, or the County' 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,DQJ.Al, OPPOI�TUNJTY AND COMPI,IANCE WITH _LAWS
A. County shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. County 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 County' non-compliance with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and County may be barred
from further contracts with City.
County represents and warrants that:
NM
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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 County 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
County.
C. No litigation or legal proceedings are presently pending or threatened against County.
D. None of the provisions herein contravenes or is in conflict with the authority under
which County is doing business or with the provisions of any existing indenture or agreement of
County.
E. County has the power to enter into this Agreement and accept payments hereunder,
and has taken all necessary action to authorize such acceptance under the terms and conditions of this
Agreement.
F. None of the assets of County 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
County 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.
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 Agreement. Any such
modifications are to be automatically incorporated into this Agreement without written amendment
hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation.
C. County shall notify City of any changes in personnel or governing board composition.
To the extent authorized by law, the County agrees to indemnify, hold harmless, and defend the
City, its officers, agents, and employees from and against any and all claims or suits for injuries,
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damage, loss, or liability of whatever kind or character, arising out of or in connection with the
performance by the County 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 County, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. County 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. County 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. County 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 being 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 of the undertaking or carrying out
of this Agreement shall participate in any decision relating 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.
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, 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 County or City, as the case may be, at the following
addresses:
CITY DENTON • ;.• •
City of Denton Katie McFarland
Attn: City Manager 512 W. Hickory, Suite 202
215 E. McKinney Denton, TX 76201
Denton, TX 76201
Either party 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.
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XIV. MISCELLANEOUS
A. County 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. 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 County 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 County. 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 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 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
sitting in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby affix their signatures aria enter into anis
Agreement as of the i day of _�Ub VtY-,,6 �.rV_, 2016.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
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HOWARD MARY:I�rl
INTERIM CITY MANAGER
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