2017-124sAlegal\our documents\ordinances\17\sery agr-caIhoun middle school -color run. doe
ORDINANCE NO. 2017-124
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS, AND CALHOUN MIDDLE SCHOOL FOR THE PURPOSE
OF THE 2017 CALHOUN COLOR RUN; AUTHORIZING THE EXPENDITURE OF FUNDS;
AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between
the City and Calhoun Middle School, 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,
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.
C_ �l S WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRE V El; AS ° ' LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY: �..
s:degakour agr calhotin middle school d(x
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
CALHOUN MIDDLE SCHOOL
This Agreement is hereby entered into by and betweenthe City of Denton,Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and Calhoun Middle School, hereinafter
referred to as "Calhoun":
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
general expenses; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
1. SCOPE OF SERVICES
- --111--- ---- . . . ............. . . . —
Calhoun shalt 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 Calhoun to assist with the costs of the 2017
Calhoun Color Run.
11, 011f](JATIONS 01. CAU K) t, J N
In consideration of the receipt of funds from City, Calhoun agrees to the following terms and
conditions:
A. Three Hundred Dollars and no/100 ($300,00) shall be paid to Calhoun by City to be
utilized for the purposes set forth in Article 1,
B. Calhoun will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Calhoun will pery-nit authorized officials of City to review its books at anytime.
D. Upon request, Calhoun will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Calhoun will not enter into any contracts that would encumber City funds for a period that
would extend beyond the term of this Agreement.
F, Calhoun will appoint a representative who will be available to meet with City officials
when requested,
G, Calhoun will submit to City copies of year-end audited financial statements,
,111, 'FIME OF 11F.R-FORMAN-C-E
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term oft is Agreement shall commence on the effective date and terminate September 30,
2017 unless the contract is sooner terminated under Section VII "Suspension or 'Fermi nati on".
IV, PAYMENTS
A, PAYMENTS TOCALHOUN, City shall pay to CaIIIOUIA the sum specified in All ic le 11 after
the effective date of this Agreement.
B, F.ACE"ISS PAYMEWY. Calhoun shall refund to City within ten (110) working days of City's
request, any SLIM of money which has been paid by City and which City tit ziny time (hereafter
determines:
1) has resulted in overpayment to Calhoun; 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 justi fy the expenditure,
V. EVALUATION
Calhoun agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Calhoun agrees to make available its fmanci'al records, for
review by City at City's discretion. In addition, Calhoun agrees to provide City the following data
and reports, or copies thereof:
A. All external or internal 'audiLS. Calhoun shall 'subnilt a copy of the annual independent
audit to City within ten (10) days ofreccipt.
C. An explanation of any major changes in program services.
1). To comply with this section, Calhoun 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. The record system of Calhoun shall contain sufficient
documentation to provide in detail Ful ' I support and justification for each expenditure. Calhoun
agrees to retain all books, records, documents, reports, and written accounting procedures pertaining
to the services provided and expenditure of funds under this Agreement for five years.
F, Nothing in the above subsections shall be, construed to relieve Calhoun of responsibility
for retaining accurate and current records that clearly reflect the Level and benefit of services
provided under this Agreement.
VL FIFFINGS
During the term of this Agreement, Calhoun 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 ot'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. Calhoun understands and agrees that City's representatives shall be afforded access to all
meetings of its Board of Directors.
Minutes ofal I meetings of'Calhoun' governing body shall be available to City within ten (10)
working days of approval.
VII. TERMINAIJON
The City may terminate this Agreement for cause if Calhoun violates any covenants,
agreements, or guarantees of this Agreement, the Calhoun 's insolvency or filing of bankruptcy,
dissolution, or receivership, or the Calhoun' 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 COMPLIANCE WITH LAWS
. ..........
A. Calhoun shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations,
[3, Calhoun will FUrni sh al[ information and reports requested by City, in d wi I 1pert-nit acoe - s
to its books, records, and acCOLIMS fOr PI-11-POSeS Ofinvestigation to ascertain compliance with local,
State and Federal rules and regulations.
C. In the event of non-compliance by Calhoun with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole, or in part, and Calhoun may be
barred from further contracts with City.
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IX WARRANTIES
Calhoun represents and warrants that:
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 Calhoun 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'.
Calhoun,
C. No litigation or legal proceedings are presently pending or threatened against
Calhoun.
D, None of the provisions herein contravenes or is in conflict with the authority under
which Calhoun is doing business or with the provisions of any existing indenture or agreement of
Calhoun.
F', Calhoun has the power to enter into this Agreement and accept payments hereunder,
and has taken all necessary action to allthOriZC Such acceptance under the terms and conditions of this
Agreement,
F. None of the assets of Calhoun are subjectto any lien or encumbrance ofany character,
except for current taxes not delinquent, except as shown in the financial statements furnished by
Calhoun to City.
Each of these representations and warranties shall be continuing and shall be deemed to
have been repeated by the submission ofeach request for payment.
X. CI lANGFS AND AMF'NDMENTS
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
modi fica(ions 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. Calhoun shall notify City of any changes in personnel or governing board
composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Calhoun agrees to indemnify, hold harmless, and defiend
the CITY, its officers, agents, and employees Isom and against any and all claims orsuits far injuries,
damage, loss, or liability of whatever kind or character, arising out of or in connection with the
pert'on-rance by the Calhoun 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 orin
part, upon allegations of negligent or intentional acts of Calhoun, its officers, employees, agents,
subcontractors, licensees and invitees.
X11. CONI L,I "T 01" INTFIRL'ST
A. Calhoun 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 Linder this Agreement, Calhoun 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. Calhoun 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.
Any notice or other written instrument required or pennitted to be delivered Linder the terms of
this Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mai [, postage prepaid, registered or certified, return receipt requested,
or via hand -delivery or facsimile, addressed to Calhoun or City, as the case may be, at the following
addresses:
CITY
City ol'Denton, Texas
Attn: City Manager
215 McKinney
Denton, TX 76201
Fax No. 940,349,8591
CALHOUN MIDDLE SCHOOL
Bernadette Coleman
Calhoun Middle School
709 W. Congress Street
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.
XIV, MISCELLANEOUS
A. Calhoun 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 Calhoun hereunder, or any other actor failure o ['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 ()('any breach of covenant or default which may then or
subsequently be committed by Calhoun. 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 acourt of competent jurisdiction sitting
in Denton County, Texas.
IN WITNESS VPlll the pa, lies do hel,(j)y affix their signatures and enter into this
Agreement as of the day o1 2017,
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
El w
A 11 IT M.P' f) AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY:
TODD I I 11, l,'M AN, CITY MANAGER
BY:
R, COLEMAN
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