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18-1187s:\legal\our docnments\ordinances\18\serv agr ord-sassemation.docx ORDINANCE NO. 18-1187 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND SASSERNATION; PROVIDING FOR 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 SasserNation, 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 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. second dhb motm�:a� tc� ��.�� i� C�rc�a��ce was mahe Ordin�"��,� ��.�.�� . and Y y �, ._�� ,��? �' ance v�� passedm'�ai��i approved by t�� 1;��l�wi.�� va�1� ( �_ - �� Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Abstain Absent � �"� s:\legal\our documents\ordinances\18\serv agr ord-sasser nation.docx PASSED AIVD APPROVED this the __ „� day of �� "� �� __, 2018, ATTEST: JENNIFER WALTERS, CITY SECRETARY : ��''"�'��T� AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY : Page 2 CHRIS WATTS, MAYOR s:\[�g�nour d�uenents\con cts\I �l�erv �gras�ssern�t��n.d�c _ . . . � 1 1 ; 1 ., . ;� ._ :\. '1\ 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 SasserNation Foundation, a Texas non- profit corporation, hereinafter referred to as "SasserNation". WHEREAS, City has deterrnined 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 SasserNation's Scholazship Fund; 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: I. SCOPE OF SERVICES, SasserNation 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 will be for the purpose of scholarships. II. OBLIGATIONS OF SASSERNATION In consideration of the receipt of funds from City, SasserNation agrees to the follawing terms and conditions: A. One Hundred Dallars and no/100 ($100.00) shall be paid to SasserNation by City to be utilized for the purposes set forth in Article I. B. SasserNation will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. SasserNation will permit authorized officials of City to review its books at any time, D. Upon request, SasserNation will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. SasserNation will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. SasserNation will appoint a representative who will be available to meet with City officials when requested. Page 1 of 6 s:\legal\our documents\contractsU 8�Serv agr-sassemation.doc III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by SasserNation within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2018, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS TO SASSERNATION. City shall pay to SasserNation the sum specified in Article II after the effective date of this Agreement. B. ExcEss PAvtvtEtvT. SasserNation 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 SasserNation; 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 SasserNation agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. SasserNation agrees to make available its bank statements for review by City at City's discretion. In addition, upon request, SasserNation agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. SasserNation 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, SasserNation 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. SasserNation's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. SasserNation 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. Page 2 of 6 s:\lega�oue documents�Contracts\l8�serv agr-sessemation.doc E. Nothing in the abave subsections shall be construed to relieve SasserNation of responsibility for retaining accurate and current recards that clearly reflect the level and benefit of services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of SasserNation's 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 SasserNation violates any covenants, agreements, or guarantees of this Agreement, the SasserNation's insolvency or filing of bankruptcy, dissolution, ar receivership, or the SasserNation'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 � ��f� �:��'��"i"��N1`I`"� �t�D COMPLIANCE WITH LAWS A. SasserNation shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. SasserNation will furnish all infarmation and reports requested by City, and will permit access to its books, recards, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of SasserNation's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole ar in part, and SasserNation may be barred from further contracts with City. IX. WARRANTIES SasserNation represents and warrants that: A. All information, reparts 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 withaut written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditians af SasserNatian 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 ar otherwise, in the financial condition of SasserNation. C. No litigation or legal proceedings are presently pending or threatened against SasserNation. Page 3 of 6 ...... .... �,��.��.�.�.� �� ..��. „�..� ......�.� �uu�� s:\legal\our documentslcontracts118\serv agr-sessernetion.doc D, None of the provisions herein contravenes or is in conflict with the authority under which SasserNation is doing business or with the provisions of any existing indenture or agreement of SasserNation. E. SasserNation 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 SasserNation are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by SasserNation 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 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 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. SasserNation shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the SasserNation 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, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the SasserNation 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 SasserNation, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. SasserNation 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. SasserNation further Page 4 of 6 _ _ �, ... �....�� ....._........,w_W�,� �_��,��,,m�� . �� w��mm�m� ��mm��m�� s:\legal\our documents\contractsll$lserv egr-sassernation.doc covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its goveming body, B. SasserNation further covenants that no member of its governing body or its sta.ff, subcontractors or employees shall possess any interest in ar 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 goveming body who exercises any functian or responsibilities in the review or approval af the undertaking or canying 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 SasserNation in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required ar permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when depasited in the United States mail, postage prepaid, registered or certified, retum receipt requested, or via hand-delivery or facsimile, addressed to SasserNation ar City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, T°X 76201 Jacqueline Cox Lawson Pi251derit 701 Windswept Ct. Denton, TX 76209 Either party may change its mailing address by sending notice of change of address ta the other at the above address by certified mail, retum receipt requested. XIV. MISCELLANEOUS A. SasserNation shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party ar parties, bank, trust company or other financial institution without the prior written approval af City. B. If any provision of this Agreement is held ta be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent af both parties hereto. � C. In no event shall any payment to SasserNation 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 consti- tute or be construed in any way to be a waiver by City of any breach of covenant ar default which may then ar subsequently be committed by SasserNation. Neither shall such payment, act, or Page 5 of 6 s:Uegallour documents�Contracts118�serv agr-sassernation.doc 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. � , �a� d �� fix their signatures and enter into this �� Agreement as of the �µ, ��" � 2018. F e��s o 1��k�� a _.� �"� � _ day of �� .. ��ea ATTEST: JENNIFER WALTERS, CITY SECRETARY � �� I°� :)'�l^�1� � TO LEGAL FORM: � � ,�,.�;I 7 � LEAL, CITY ATTORNEY � '� � "�� "�",�� . BY; � � �� ._._ �.�.w � �m..�........� ��°�� CITY OF DENTON d� � ..:.. . .. ...........�............��, .... ........_ . 1�D HILEMAN, CITY MANAGER Page 6 of 6