2008-163
Oour docu men ts\ord inances\08\casa ord 2008.dcc
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS, AND COURT APPOINTED SPECIAL ADVOCATES TO
ASSIST WITH FUNDING OF PHONE COST, LOCAL TRAVEL FOR CHILD VISITS, AND
OFFICE SUPPLIES; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the Court Appointed Special Advocates ("CASA"), a Texas non-profit
corporation, (the "Organization") provides court advocacy services for children to ensure a
permanent place (the "Program"); and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance of the Program which agreement is substantially in the same form as the
agreement attached hereto and made a part hereof by reference (the "Agreement"); and
WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between
the City and the Organization attached hereto and made a part hereof by reference serve a municipal
and public purpose and the Agreement 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 Public Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 6Z16(1 day of '2008.
i~
M A. B G AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: 1'~ APPRO ED AS O LEGAL FORM:
JOHN M. KNIGHT, INTERIM CITY ATTORNEY
BY:
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S:\oUr Documents\C®tracts\08\CASA Service Agreement 2008.doc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
COURT APPOINTED SPECIAL ADVOCATES
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 Court Appointed Special Advocates, a
Texas Non-Profit Corporation, hereinafter referred to as "CASA":
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
phone cost, local travel for child visits, and office supplies; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest as it will assist local non-profit agencies, schools, hospitals, and public safety organizations
within the City, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. SCOPE OF SERVICES
CASA 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 CASA to assist with phone cost, local travel for
child visits, and office supplies.
II. OBLIGATIONS OF CASA
In consideration of the receipt of funds from City, CASA agrees to the following terms and
conditions:
A. Three Hundred Fifty Dollars and no/100 ($350.00) shall be paid to CASA by City to be
utilized for the purposes set forth in Article I.
B. CASA will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. CASA will permit authorized officials of City to review its books at any time.
D. Upon request, CASA will provide to City its By Laws and any of its rules and regulations
that may be relevant to this Agreement.
E. CASA will not enter into any contracts that would encumber City funds for a period that
would extend beyond the term of this Agreement.
F. CASA will appoint a representative who will be available to meet with City officials when
requested.
G. CASA will submit to City copies of year-end audited financial statements.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2009, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS To CASA. City shall pay to CASA the sum specified in Article II after the
effective date of this Agreement.
B. ExcESS PAYmENT. CASA 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 CASA; 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
CASA agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. CASA agrees to make available its financial records for
review by City at City's discretion. In addition, CASA agrees to provide City the following data and
reports, or copies thereof:
A. All external or internal audits. CASA 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.
r. D. To comply with this section, CASA 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 CASA shall contain sufficient documentation to
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provide in detail full support and justification for each expenditure. CASA agrees to retain all boob,
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 CASA of responsibility for
retaining accurate and current records that clearly reflect the level and benefit of services provided
under this Agreement.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, CASA 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. CASA understands and agrees that City's representatives shall be afforded access to all
meetings of its Board of Directors.
Minutes of all meetings of CASA' 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 CASA violates any covenants, agreements,
or guarantees of this Agreement, the CASA 's insolvency or filing of bankruptcy, dissolution, or
receivership, or the CASA's violation of any law or regulation to which it is bound under the terns 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. CASA shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations.
B. CASA 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 non-compliance by CASA with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and CASA may be barred
from further contracts with City.
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IX. WARRANTIES
CASA 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 CASA 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 CASA.
C. No litigation or legal proceedings are presently pending or threatened against CASA.
D. None of the provisions herein contravenes or is in conflict with the authority under
which CASA is doing business or with the provisions of any existing indenture or agreement of
CASA.
E. CASA 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 CASA 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
CASA 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. CASA shall notify City of any changes in personnel or governing board composition.
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M. INDEMNIFICATION
To the extent authorized by law, the CASA 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 CASA 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 CASH, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. CASA 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. CASA 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. CASA 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 himseWherself, 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.
)M. 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 CASA or City, as the case may be, at the following
addresses:
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CITY
CASA
City of Denton, Texas Sherri Gideon, Executive Director
Attn: City Manager CASA
215 E. McKinney P.O. Box 2885
Denton, TX 76201 Denton, TX 76209
Fax No. 940.349.8596 Fax No. cl f0 -~~3 . %(~ps
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.
X N. MISCELLANEOUS
A. CASA 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 CASA hereunder, or any other actor 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 CASA. 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.
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IN WITNESS Njj , OF, the
Agreement as of the parties o hereby affix their M y signatures and enter into this
day of 2008.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRO nDS LEGAL FORM:
JOHN M. KNIGHT, INTERIM CITY ATTORNEY
BY:
CASA
BY:
SHERRI GIDEON
EXECUTIVE DIRECTOR
ATTEST:
BY:
BOARD SECRETARY
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