2006-030
FILE REFERENCE FORM
2006-030
FILE(S) Date Initials
Change Order to Service Contract [original is attached] 03/08/06 JR
Change Order to Service Contract [original is attached] 07/25/06 JR
S:\Our Documcnts\Ordinances\06\Denton Historical Commission Ord.doc
ORDINANCE NO. J () 06 - () 30
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE DENTON HISTORICAL COMMISSION FOR
ENTERTAINMENT FOR JOHN B. DENTON DAY; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
agreement between the City and the Denton Historical Commission. 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 carry out the duties and responsibilities of the City under the Agreement, including
the expenditure of funds as provided in the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 11:lt day of ~~I1Aj-' 2006.
C~ /m~.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND THE
DENTON mSTORICAL COMMISSION
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 The Denton Historical Commission, a
Texas Non-Profit Corporation, hereinafter referred to as "Commission":
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
paying for contractual services; and
WHEREAS, this Agreement serves a valid municipal and public pllI]Jose and is in the public
interest as it will promote tourism and economic development within the City, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1 SCOPE OF SERVICES
Commission shaIl 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 the Commission to provide entertainment for John
B. Denton Day
II. OBUGATIONS OF COMMISSION
In consideration of the receipt of funds from City, Commission agrees to the following terms
and conditions:
A. Two Hundred Fifty Dollars ($250.00) shall be paid to Commission by City to be utilized
for the purposes set forth in Article 1.
B. Commission wiIl establish, operate, and maintain an account system for this program that
will allow for a tracing of funds and a review of the financial status of the program.
C. Commission wiIl permit authorized officials of City to review its books at any time.
D. Commission wiIl reduce to writing all of its rules, regulations, and policies and file a copy
with the City along with any amendments, additions, or revisions whenever adopted.
E. Commission wiIl not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
F. Commission will appoint a representative who will be available to meet with City officials
when requested.
G. Commission will submit to City copies of year-end audited financial statements.
ill TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
July 1, 2006 through September 30, 2006, unless the contract is sooner terminated under
Section VII "Suspension or Termination".
N. PAYMENTS
A. PAYMENTS TO COMMISSION. City shall pay to Commission the sum specified in Article II
after the effective date of this Agreement.
B. EXCESS PAYMENT. Commission shall refund to City within ten (10) worldng 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 Commission; 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
Commission agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Commission agrees to make available its financial records
for review by City at City's discretion. In addition, Commission agrees to provide City the following
data and reports, or copies thereof:
A. All external or internal audits. Commission 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, Commission agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
perfonned under this Agreement. Commission's record system sha1I contain sufficient
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documentation to provide in detail full support and justification for each expenditure. Commission
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 Commission 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, Commission shall deliver to City copies of all notices of
meetings ofits 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. Commission understands and agrees that City's representatives shall be afforded access to
all meetings ofits Board of Directors.
Minutes of all meetings of Commission'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 Commission violates any covenants,
agreements, or guarantees of this Agreement, the Commission's insolvency or filing of bankruptcy,
dissolution, or receivership, or the Commission's violation of any law or regulation to which it is
bound under the tenns of this Agreement. The City maytenninate this Agreement for other reasons
not specifically enumerated in this paragraph.
VIII. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Commission shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Commission 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 Commission's non-compliance with the non-discrimination reqnirements,
the Agreement may be canceled, tenninated, or suspended in whole or in part, and Commission may
be barred from further contracts with City.
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IX. WARRANTIES
Commission 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 Commission 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
Commission.
C. No litigation or legal proceedings are presently pending or threatened against
Commission.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Commission is doing business or with the provisions of any existing indenture or agreement
of Commission.
E. Commission 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 Commission 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 Commission 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. Commission shall notify City of any changes in personnel or governing board
composition.
XI. lNDEMNIFICATION
To the extent authorized by law, the Commission 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 orin connection with the
performance by the Commission 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 Commission, its officers, employees, agents,
subcontractors, licensees and invitees.
XIl. CONFLICT OF INTEREST
A. Commission 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. Commission 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. Commission further covenants that no member of its governing body or its staff, .
subcontractors or employees shall possess any interest in or use hislher position for a pwpose 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.
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 Commission or City, as the case may be, at the
following addresses:
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CITY
COMMISSION
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
Tom Reedy
Denton Historical Commission
101 West Hickory
Denton, TX 76201
Fax No. 940.349.2851
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. Commission 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. Ifanyprovision 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 Commission hereunder, or any other act or failure of
City to insist in anyone 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 or default which
may then or subsequently be committed by Commission. 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 inteIpreted 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 WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the '/4 day of _ 9-1'..h. .2006.
CITY OF DENTON, TEXAS
BY:C~ ~~
EULlNE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL F
EDWlNM. SNYDE ITY
DENTON HISTORICAL COMMISSION
~
T REEDY
BY:
ATTEST:
BY:
SECRETARY
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CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and Denton Historical
Commission, dated Februarv 7, 2006 (the "Service Contract") and approved by
Ordinance No. 2006-030 is hereby changed to increase City fimding by the amount of
$250.00 (the "Change Order Funds"). The Change Order Funds shall be used for the
same public purposes and administered in the same manner specified in the Service
Contract.
~~~
City Manager
Dated: ..:P,y.c' "
AGREED:
om Reedy
'3 ---7---;)?
Name:
. Title:
. Date:
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CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and the Denton Countv
Historical Commission, dated Februarv 7, 2006 (the "Service Contract") and approved by
Ordinance No. 2006-030 is hereby changed to increase City funding by the amount of
$ 250.00 (the "Change Order 1"1Inds"). The Change Order Funds shall be used for the
same public purposes and administered in the same manner specified in the Service
Contract.
rdD1\![4C\. 7y~~
Howard Martin --l
City Manager
Dated: l'i}.f'O("
AGREED:
istorical Commission
-.
By:
Name: Tom Reedy
Date: '1 '-"{, D f,
Legal Approval:
Name: Ed Snyder
Title: City Attorney
Date: ?-t~"(,,