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2017-005s:\legal\our documents\ordinances\Msery agr-lied moore day nursery school.doc • • �; •M 0 00911MICK61161• • I -A MINI =00" 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 • s:\Icgal\our documents\con tracts\ I 7\sery agr4red moore day nursery school doc WWIFUFDOTA��� �UNDIIIuVLOIII'kiDll "115011M D1 HA'AlNO-- 1911) 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 mlmffl�lillii III III R 1111 111 Ili OR 1!1111 111 111111 soil I 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. s:\lcgal\our documen1s\contracts\l7\sery agr-fred moore day nursery school. doe Mfffflv���� 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 19) • EM tK4 W I I to 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 •, Olegahour documentskontracis\1 7\sm agr-fred moore day nursery schooLdoe 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 'r insa -ala •-1 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. am s:\Icgal\our documents\coPurac1s\17\sery agr-fred moore day nursery school.dDc E. School has the power to enter into this Agreement and accept payments hereunder, anthas"W-keAA-1-A c'V.Uiti+XS+ftkiS 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 gwwQw 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 pP-,rfbrn),qxw.�a 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 )r ii ir 2 Jur&ose4V sAlegahour doe uments\con tracts\ 17\sery agr-fred moore day nursery school.doc 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. •a SN 0 -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. �m sAlegakour documents\contracts\1 7\sery age -feed moore day nursery school.doc 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 zci Agre,!-=.xt-�11 lie 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: I . a 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