2007-001FILE REFERENCE FORM 2007-001
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILES Date Initials
Change Order to Service Contract (ori final is attached) 08/01/07 JR
Change Order to Service Contract (original is attached) 08/27/07 J R
S:\Our Documents\Ordinances\06\Our Daily Bread Ordinance.doc
ORDINANCE NO. 2007 - (}/J /
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND OUR DAILY BREAD TO ASSIST IN
PROVIDING FOOD SUPPLIES; 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 Our Daily Bread. 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 I. 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 offunds as provided in the Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ({Ii dayof 1}ii!lf.i.1lAJ ,2007.
~~!~dOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
\J
LEGAL FORM:
TY ATTORNEY
BY:
'C:\DOCUME-l\laholley\LOCALS-l\Temp\Our Daily Bread Agreement.doc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND THE
OUR DAILY BREAD
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 Our Daily Bread, a Texas Non-Profit
Corporation, hereinafter referred to as "Our Daily Bread":
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 purpose 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:
I. SCOPE OF SERVICES
Our Daily Bread 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 the Our Daily Bread to help provide services and
supplies for a soup kitchen in Denton.
II. OBLIGATIONS OF OUR DAILY BREAD
In consideration of the receipt of funds from City, Our Daily Bread agrees to the following
terms and conditions:
A. Two Hundred Fifty Dollars and noli 00 ($250.00) shall be paid to Our Daily Bread by City
to be utilized for the purposes set forth in Article I.
B. Our Daily Bread will maintain adequate records to establish that the City funds are used
for the purposes authorized by this Agreement.
C. Our Daily Bread will permit authorized officials of City to review its books at any time.
D. Upon request, Our Daily Bread will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Our Daily Bread will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. Our Daily Bread will appoint a representative who will be available to meet with City
officials when requested.
G. Our Daily Bread 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,
2007, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO OUR DAILY BREAD. City shall pay to Our Daily Bread the sum specified in
Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Our Daily Bread 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 Our Daily Bread; 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
Our Daily Bread agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. Our Daily Bread agrees to make available its financial
records for review by City at City's discretion. In addition, Our Daily Bread agrees to provide City
the following data and reports, or copies thereof:
A. All external or internal audits. Our Daily Bread 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, Our Daily Bread 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. Our Daily Bread's record system shall contain sufficient
documentation to provide in detail full support and justification for each expenditure. Our Daily
Page 2 of7
Bread 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 Our Daily Bread 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, Our Daily Bread 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. Our Daily Bread understands and agrees that City's representatives shall be afforded
access to all meetings of its Board of Directors.
Minutes of all meetings of Our Daily Bread'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 Our Daily Bread violates any covenants,
agreements, or guarantees of this Agreement, the Our Daily Bread's insolvency or filing of
bankruptcy, dissolution, or receivership, or the Our Daily Bread'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. Our Daily Bread shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Our Daily Bread 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 Our Daily Bread's non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Our
Daily Bread may be barred from further contracts with City.
Page3 of7
IX. WARRANTIES
Our Daily Bread 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 Our Daily Bread 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
Our Daily Bread.
C. No litigation or legal proceedings are presently pending or threatened against Our
Daily Bread.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Our Daily Bread is doing business or with the provisions of any existing indenture or
agreement of Our Daily Bread.
E. Our Daily Bread 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 Our Daily Bread 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 Our Daily Bread 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.
Page 4 of7
C. Our Daily Bread shall notifY City of any changes in personnel or governing board
composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Our Daily Bread 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 Our Daily Bread 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 Our Daily Bread, its officers, employees,
agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Our Daily Bread 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. Our Daily Bread 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. Our Daily Bread 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.
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 addressed to Our Daily Bread or City, as the case may be, at the following
addresses:
Page 5 of7
CITY
OUR DAIL Y BREAD
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Polly Diebel, President of the Board of Directors
Our Daily Bread
300 West Oak 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. Our Daily Bread 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 Our Daily Bread hereunder, or any other act or
failure of City to insist in anyone 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 Our Daily Bread. 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.
Page 6 of7
IN WITNESS WHnREOF, the parties do hereby affix their signatures and enter into this
Agreement as ofthe qi~ day of,]iinuO-rY' 200/-'
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
ATTEST:
~:~~~~L ~~ A/'~
Page 7 of7
B~
PE Y R. NEILL, MAYOR
OUR DAILY BREAD
By:g~~
POLLY DIEB , PRESIDENT
OF THE BOARD OF DIRECTORS
CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and the ur Dail
Bread, dated January 9. 2007 (the "Service Contract") and approved by Ordinance No.
2007-001 is hereby changed to increase City funding by the amount of $ 278.00 (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.
.~_
George ampbell
City Manager
Dated:
AGREED:
President of the Boazd of Directors
By°T , l~ ~ e~r~'~
Name: Te. ~ ~ ~~c~.zc
Date: ~ 1 ~a~n--I
Title: City Attorne~
Date: `r' ~ / ' 6
CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and the Our Daily
Bread, dated January 9, 2007 (the "Service Contract") and approved by Ordinance No.
2007-001 is hereby changed to increase City funding by the amount of $ 600.00 (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.
~_
George ampbell
City Manager
Dated: /'-., z_~ ~~
AGREED:
President of the Board of Directors
Name: Vie.; c ~ ~ ~e~f'
Date: ~~ ~'~lo~
Legal
Name: Ed Sn~er
Title: City Attorney
Date: ~-L`f-a~~7