2007-061FILE REFERENCE FORM 2007-061
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
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FILES Date Initials
Change Order to Service Contract [original is attached] 08/29/07 J R
S:\Our Documents\Ordinanecs\07\Denton Christian Preschool Ord.doc
ORDINANCE NO. 2007-()6/
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND DENTON CHRISTIAN PRESCHOOL TO ASSIST WITH
THE COSTS OF PURCHASING A NEW BUS FOR LOW INCOME STUDENTS; PROVIDING
FOR THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Denton Christian Preschool, a Texas non-profit corporation, (the
"Organization") provides quality low cost day care for the residents of Denton; and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance ofthis assistance, 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 ofthe City of Dent on hereby finds that the Agreement between
the City and the Organization attached hereto and made a part hereofby 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 ofthis 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 ofthe 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 27MdaYOf IJJ!1ff!/J
,2007.
AYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWINM. SNYDER,qTY ATTORNEY
BY:
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON CHRISTIAN PRESCHOOL
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 Denton Christian Preschool, a Texas
Non-Profit Corporation, hereinafter referred to as "Denton Christian Preschool":
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;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. SCOPE OF SERVICES
Denton Christian Preschool 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 Denton Christian P.reschool to assist with the costs
of purchasing a new bus for transportation for the children from low income famililes who attend
Denton Christian Preschool.
II. OBLIGATIONS OF DENTON CHRISTIAN PRESCHOOL
In consideration of the receipt of funds from City, Denton Christian Preschool agrees to the
following terms and conditions:
A. Two Hundred Dollars and no/l 00 ($200.00) shall be paid to Denton Christian Preschool
by City to be utilized for the purposes set forth in Article 1.
B. Denton Christian Preschool will maintain adequate records to establish that the City funds
are used for the purposes authorized by this Agreement.
C. Denton Christian Preschool will permit authorized officials of City to review its books at
any time.
D. Upon request, Denton Christian Preschool will provide to City its By Laws and any of its
rules and regulations that may be relevant to this Agreement.
E. Denton Christian Preschool will not enter into any contracts that would encumber City
funds for a period that would extend beyond the term of this Agreement.
F. Denton Christian Preschool will appoint a representative who will be available to meet
with City officials when requested.
G. Denton Christian Preschool will submit to City copies of year-end audited fmancial
statements.
ill. TlME 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 imder Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO DENTON CHRISTIAN PRESCHOOL. City shall pay to Denton Christian
Preschool the sum specified in Article IT after the effective date of this Agreement.
B. EXCESS PAYMENT. Denton Christian Preschool 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:
I) has resulted in overpayment to Denton Christian Preschool; or
2) has not been spent strictly in accordance with the terms ofthis Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
v. EVALUATION
Denton Christian Preschool agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. Denton Christian Preschool agrees to make
,\
available its fmancial records for review by City at City's discretion. In addition, Denton Christian
Preschool agrees to provide City the following data and reports, or copies thereof:
A. All external or internal audits. Denton Christian Preschool 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, Denton Christian Preschool agrees to maintain records that
will provide accurate, current, separate, and complete disclosure ofthe status offunds received and
the services performed under this Agreement. The record system of Denton Christian Preschool
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shall contain sufficient documentation to provide in detail full support and justification for each
expenditure. Denton Christian Preschool 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 Denton Christian Preschool
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, Denton Christian Preschool 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. Denton Christian Preschool understands and agrees that City's
representatives shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings of Denton Christian Preschool' 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 Denton Christian Preschool violates any
covenants, agreements, or guarantees of this Agreement, the Denton Christian Preschool's
insolvency or filing of bankruptcy, dissolution, or receivership, or the Denton Christian Preschool'
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.
VITI. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Denton Christian Preschool shall comply with all applicable equal employment
opportunity and affirmative action laws or regulations.
B. Denton Christian Preschool 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 Denton Christian Preschool with the
non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in
whole or in part, and Denton Christian Preschool may be barred from further contracts with City.
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IX. WARRANTIES
Denton Christian Preschool 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 ofthe date shown on the information, data, orreport,
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 Denton Christian Preschool
on the date shown on said report, and the results ofthe 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 Denton Christian Preschool.
C. No litigation or legal proceedings are presentIypending or threatened against Denton
Christian Preschool.
D. None of the provisions herein contravenes or is in conflict with the authority under
wlrich Denton Christian Preschool is doing business or with the provisions of any existing indenture
or agreement of Denton Christian Preschool.
E. Denton Christian Preschool has the power to enter into tIris Agreement and accept
payments hereunder, and has taken all necessary actioJ;l to authorize such acceptance under the terms
and conditions of tIris Agreement.
F. None of the assets of Denton Christian Preschool 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 Denton Christian Preschool to City.
Each ofthese 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 tIris Agreement shall be by
written amendment executed by both parties, except when the terms of tIris 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 oftIris Agreement. Any such
modifications are to be automatically incorporated into tIris 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. Denton Christian Preschool shall notify City of any changes in personnel or governing.
board composition.
XI. INDEMNIFICATION
To the .extent authorized by law, the Denton Christian Preschool 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 Denton Christian Preschool 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 Denton
Christian Preschool, its officers, employees, agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Denton Christian Preschool 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. Denton Christian
Preschool 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. Denton Christian Preschool 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 purpose
that is or gives the appearance of being motivated by desire for private gain for himselflherself, 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 Denton Christian Preschool or City, as the case may
be, at the following addresses:
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CITY
DENTON CHRISTIAN PRESCHOOL
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
Judith Royal, Director
Denton Christian Preschool
1114 W. University Drive
Denton, TX 76201
Fax No. 940.
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. Denton Christian Preschool 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 Denton Christian Preschool 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 Denton Christian Preschool. 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, orremedies
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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JN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the 2?fJ1dayof !ljaf(!,h .2007.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWJNM. SNYD CITY ATTORNEY
BY:
ATTEST:
BY:
BOARD SECRETARY
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DENTON CHRISTIAN PRESCHOOL
BY:~I~~J~;~
ITH ROY , DIRE OR
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CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Tezas and the Denton Christian
Prescho ,dated March 27, 2007 (the "Service Contract") and approved by Ordinance
No. 2007-061 is hereby changed to increase City funding 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.
George Campbell
City Manager
Dated:
AGREED:
President of the Board of Directors
By: ~~~~
Name:
Date: ~/a 3/a D d `,
Legal
Name: Ed Snyder l
Title: City Atto
Date: ~~ ~