2017-005s:\legal\our documents\ordinances\Msery agr-lied moore day nursery school.doc
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WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between
the City and Fred Moore Day Nursery School, 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,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
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.._, 2017,
�Y.
( ItIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
B Y •
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This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule
municipal corporation, hereinafter referred to as "Cityand Fred Moore Day Nursery School, a not
for profit corporation, hereinafter referred to as "School".
WHEREAS, City has determined that the proposal for services merits assistance and can
IiI i-MV6w4yQ"* eir.. School's
general expenses; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
School shall, in a satisfactory aiid proper manner, perform the following tasks, for which the
monies provided by City rnay be Used; the funds being provided will be used for the 8th Annual
Gospel Brunch.
In consideration of the receipt of funds from City, School agrees to the following terms and
conditions:
A. Five Hundred Dollars and no/100 ($500,00) shall be #.• "• School by City to
utilized for the purposes set forth in Article 1. 1
B. School will maintain adequate records to establish that the City funds are used for t
purposes authorized by this Agreement. i
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D. Upon request, School will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. School will not enter into any contracts that would encumber City funds for a peri
that would extend beyond the term of this Agreement.
F. School will appoint a representative who will be available to meet with City officials
when requested.
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The services funded by City shall be undertaken and completed by School 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".
M-AUTIN
A. PAYMENTS TO SCHOOL. City shall pay to School the sum specified in Article 11 after
the effective date of this Agreement.
B. EXCESS PAYMENT. School 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:
has resulted in overpayment to School; 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
School agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. School agrees to make available its bank statements for
review by City at City's discretion. In addition, School agrees to provide City the following data and
reports, or copies thereof.
A. An explanation of any major changes in program services.
B. To comply with this section, School agrees to maintain records that will provi6m-
7 r I' om lete disclosure of the status of funds received and the servicA
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C. Nothing in the above subsections shall be construed to relieve School of responsibility
for retaining accurate
• current records that clearly reflect the level and • • services
provided •_ this •,
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VI. MEETINGS
Minutes of all meetings of School's governing body shall be available to City within ten (10)
working days of approval.
The City may terminate this Agreement for cause if School violates any covenants,
agreements, or guarantees of this Agreement, the School's insolvency or filing of bankruptcy,
dissolution, or receivership, or the School'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. J'H LAWS
A. School shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. School will furnish all information and reports requested by City, and will permm
-q Ro its books- records and accounts for i•ujtioses of inves6gation to ascertain compliance wilm
lo. al, State and Federal rules and regulations. I
C. In the event of School's noncompliance with the nondiscrimination requirements, tI1
�IvyviCIVWAI-ia be barrAV
from further contracts with City. I
School represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by City arls
�U-niva'l-.&* as of the date shown on the information, data, or repoIR
znd, since that date, have not undergone any significant change without written notice to City. I
B. Any supporting bank statements heretofore requested by City and furnished to
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report, and the results ot tne operalion Tor ine periou covereu uj� ME-Top77, UIR V67M z7san
there has been no material change, adverse or otherwise, in the financial condition of School.
D. None of the provisions herein contravenes or is in conflict with the authority under
which School is doing business or with the provisions of any existing indenture or agreement of
School.
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E. School has the power to enter into this Agreement and accept payments hereunder,
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Agreement.
F. None of the assets of School are subject to any lien or encumbrance of any character,
w4wip'6tr V School
to City.
Each of these representations and warranties shall be continuing and shall be deemed to have
been repeated by the submission • each request for •
X. CUIANGES 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
local laws or regulations pursuant hereto may occur during the term of this Agreement. Any su
hereto, and shall become a part of the Agreement on the effective date specified by the law
•I
XI. INDEMNIFICATION
To the extent authorized by law, the School agrees to indemnify, hold han-nless, and defend the
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, arising out of or in connection with the
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or causes of action based upon common, constitutional or statutory law, or based, in whole or in part,
•• allegations of negligent Or • acts • •• its • employees, agents,
subcontractors, licensees and invitees.
XII. CON]"LICT 01' INTEREST
A. School covenants that neither it nor any member of its governing body presently has
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services required to be performed under this Agreement. School further covenants that in the
•- • its governing ••r
B. School further covenants that no member of its governing body or its sta
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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 School in which he has direct or
indirect interest.
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-amomanow
W I a
tddresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
W11-WW"MIJ -W"JJL1L:-1 " 9 ILI
821 Cross Timber
Denton, TX 76205
Either party may change its mailing address by sending notice of change of address to t1i
other at the above address by certified mail, return receipt requested.
XIV. MISCELLANEOUS
A. School 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 School 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 School. 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.
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D. This Agreement, together with referenced exhibits and attachments, constitutes fla
entire agreement between the parties hereto, and any prior agreement, assertion, stateme-M
understanding, or other commitment occurring during the term of this Agreement or subseque
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and
appropriate, recorded as an amendment of this Agreement. 11
E. This Agreement shal I be interpreted in accordance with the laws of the State of Texas
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sitting in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the 1, day of 2017.
CITY OF DENTON
HOWARD MARTIN
INTERIM CITY MANAGER
ATTEST:
,LE1kJF—FV—T,41L-TE,". CITY SECIZETAR-
BY:
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F -j a 0 rmu to) tffimit] AMM I wo.I N Kenj g I
BY:
FRED MOORE DAY NURSERY SCHOOL
BY:
WENDY ME
EXECUTIVE DIRECTOR