2008-164S:\Our Documents\OrdinanceAMAdult Day Stay Center ord 2008.doc
ORDINANCE NO. 16ZI
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE ADULT DAY STAY CENTER TO ASSIST WITH
FUNDING FOR WEB SITE SUPPORT, STORAGE CABINET AND/OR OFFICE SUPPLIES;
PROVIDING THAT THIS PROGRAM SERVES A MUNICIPAL AND PUBLIC PURPOSE;
PROVIDING FOR THE EXPENDITURE OF FUNDS AND AN EFFECTIVE DATE.
WHEREAS, the Adult Day Stay Center, a Texas non-profit corporation, (the "Organization")
provides daytime health care and social services to adults who need a safe, secure daytime
atmosphere while family members are working, or need respite from the stresses of caring for
functionally impaired loved one (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 J` - day of ~2~1~ , 2008.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED AS O LEGAL FORM:
JOHN M. KNIGHT, INTERIM CITY ATTORNEY
BY:
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S:\0mrpoamD=\Contracts1090dult Day Stay Center Service Agrc=c t?A08.doc
. SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
ADULT DAY STAY CENTER
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 Adult Day Stay Center, a Texas Non-
Profit Corporation:
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
web site support, storage cabinet and/or 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, 'T'HEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Adult Day Stay Center shall in a satisfactory and proper manner perform the following tasks,
for which the monies provided by City may be used:
The fiords being provided shall be used by Adult Day Stay Center to assist with web site
support, storage cabinet and/or office supplies.
II. OBLIGATIONS OF ADULT DAY STAY CENTER
In consideration of the receipt of fiords from City, Adult Day Stay Center agrees to the
following terms and conditions:
A. Three Hundred Dollars and no/100 ($300.00) shall be paid to Adult Day Stay Center by
City to be utilized for the purposes set forth in Article I.
B. Adult Day Stay Center will maintain adequate records to establish that the City funds are
used for the purposes authorized by this Agreement.
C. Adult Day Stay Center will permit authorized officials of City to review its books at any
time.
D. Upon request, Adult Day Stay Center will provide to City its By Laws and any of its rules
and regulations that may be relevant to this Agreement.
E. Adult Day Stay Center will.not enter into any contracts that would encumber City funds
for a period that would extend beyond the term of this Agreement.
F. Adult Day Stay Center will appoint a representative who will be available to meet with
City officials when requested.
G. Adult Day Stay Center 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 ADULT DAY STAY CENTER. City shall pay to Adult Day Stay Center the sum
specified in Article II after the effective date of this Agreement.
B. ExcESS PAYMENT. Adult Day Stay Center 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 Adult Day Stay Center, 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
Adult Day Stay Center agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. Adult Day Stay Center agrees to make
available its financial records for review by City at City's discretion. In addition, Adult Day Stay
Center agrees to provide City the following data and reports, or copies thereof.
A. All external or internal audits. Adult Day Stay Center 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, Adult Day Stay Center agrees to maintain records that will
provide accurate, current, separate, and complete disclosure of the status of funds received and the
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services performed under this Agreement. The record system of Adult Day Stay Center shall contain
sufficient documentation to provide in detail full support and justification for each expenditure.
Adult Day Stay Center 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.
E. Nothing in the above subsections shall be construed to relieve Adult Day Stay Center 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, Adult Day Stay Center 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. Adult Day Stay Center understands and agrees that City's representatives
shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings of Adult Day Stay Center' 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 Adult Day Stay Center violates any
covenants, agreements, or guarantees of this Agreement, the Adult Day Stay Center's insolvency or
filing of bankruptcy, dissolution, or receivership, or the Adult Day Stay Center'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. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Adult Day Stay Center shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Adult Day Stay Center 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 Adult Day Stay Center with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Adult Day Stay Center may be barred from further contracts with City.
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DC WARRANTIES
Adult Day Stay Center 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 Adult Day Stay Center 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 Adult Day Stay Center.
C. No litigation or legal proceedings are presently pending or threatened against Adult
Day Stay Center.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Adult Day Stay Center is doing business or with the provisions of any existing indenture or
agreement of Adult Day Stay Center.
E. Adult Day Stay Center 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 Adult Day Stay Center 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 Adult Day Stay Center 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.
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C. Adult Day Stay Center shall notify City of any changes in personnel or governing
board composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Adult Day Stay Center 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 Adult Day Stay Center 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 Adult Day Stay Center, its
officers, employees, agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Adult Day Stay Center 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. Adult Day Stay Center
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. Adult Day Stay Center 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 ofthe 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.
XIII. 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 Adult Day Stay Center or City, as the case may be, at
the following addresses:
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CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8596
ADULT DAY STAY CENTER
Andre Villarreal, Executive Director
Adult Day Stay Center
2109 W. University
Denton, TX 76201
Fax No.
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
)UV. MISCELLANEOUS
A. Adult Day Stay Center 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 Adult Day Stay Center 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 . Adult Day Stay Center. 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 WBD~REOF, th parties o hereby affix their signatures and enter into this
Agreement as of the day of 2008.
MARK A. BURR YOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY'tD APPRO SLEGAL FORM:
JOHN M. KNIGHT, INTERIM CITY ATTORNEY
BY:
ADULT DAY STAY CENTER
BY:
RE VILLARRE"
EXECUTIVE DIRECTOR
ATTEST:
BY:
BOARD SECRETARY
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