2007-158s:\our dceuments\ordinanecs\OTinter(aith ministries 2007-08 no-2.dnc
ORDINANCE NO. OO ~ .~
AN ORDINANCE OF TH E CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE C[TY OF DENTON, TEXAS AND INTERFAITH MINISTRIES FOR THE PROVISION OF
ASSISTANCE TO LOW-INCOME FAMILIES; PROVIDING FOR THE EXPENDITURE OF
FUNDS; AND PROVIDING FOR AN EFFECT[VE DATE.
WHEREAS, Interfaith Ministries, a Texas non-profit corporation, (the "Organization")
provides assistance with clothing and school supplies to economically disadvantaged students in the
City of Denton; and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance of this 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 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 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 ~~- day of , 2007.
RR . McNEILL, MAYOR
ATTEST:
,TENNIFER WALTERS. CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ACTOR
BY:
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S:AOur nceumen[sVConhactcV07~InterSaith Minis Vies 2007-No-2.dce
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
INTERFAITH MINISTRIES
This Agreement is hereby entered into by and between the CityofDenton, Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and lnterFaith Ministries, a Texas Non-
profit Corporation, hereinafter referred to as "lnterFaith Ministries":
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:
I. SCOPE OF SERVICES
lnterFaith Ministries shat l 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 InterFaith Ministries to assist economically
disadvantaged students by providing them with clothing and school supplies.
Il. OBLIGATIONS OF 1NTERFAITH MINISTRIES
In consideration of the receipt of funds from City, InterFaith Ministries agrees to the following
terms and conditions:
A. Two Hundred Fifty Dollars and no/100 ($250.00) shall be paid to InterFaith Ministries by
City to be utilized for the purposes set forth in Article I.
B. InterFaith Ministries will maintain adequate records to establish that the City funds are
used for the purposes authorized by this Agreement.
C. InterFaith Ministries will permit authorized officials of City to review its books at any
time.
D. Upon request, InterFaith Ministries will provide to City its By Laws and any of its rules
and regulations that maybe relevant to this Agreement.
E. InterFaith Ministries will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. InterFaith Ministries will appoint a representative who will be available to meetwithCity
officials when requested.
G. InterFaith Ministries 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 Vll "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO INTERFAITH MINISTRIES. City shall pay to InterFaith Ministries the sum
specified in Article R after the effective date of this Agreement.
B. EXCESS PAYMEMr. InterFaith Ministries 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 InterFaith Ministries; 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
InterFaith Ministries agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. InterFaith Ministries agrees to make available
its financial records for review by City at City's discretion. [n addition, lnterFaith Ministries agrees
to provide City the following data and reports,'or copies thereof:
A. All external or internal audits. InterFaith Ministries 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, InterFaith Ministries 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 lnterFaith Ministries shall contain
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sufficient documentation to provide in detail full support and justification for each expenditure.
hneerFaith Ministries 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 InterFaith Ministries of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VT. DIRECTORS' MEETINGS
During the term of this Agreement, InterFaith Ministries 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. InterFaith Ministries understands and agrees that City's representatives shall
be afforded access to all meetings of its Board'of Directors.
Minutes of all meetings of InterFaith Ministries' 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 InterFaith Ministries violates any
covenants, agreements, or guarantees of this Agreement, the InterFaith Ministries 's insolvency or
filing ofbankruptcy, dissolution, or receivership, or the InterFaith Ministries' violation ofany 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. EOUAL OPPORTUNTTYAND COMPLIANCE WITH LAWS
A. InterFaith Ministries shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. InterFaith Ministries 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 InterFaith Ministries with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
InterFaith Ministries maybe barred from further contracts with City.
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IX. WARRANTIES
InterFaith Ministries 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 oflnterFaith Ministries 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 oflnterFaith Ministries.
C. No litigation or legal proceedings are presently pending or threatened against
hnterFaith Ministries.
D. None of the provisions herein contravenes or is in conflict with the authority under
which InterFaith Ministries is doing business or with the provisions of any existing indenture or
agreement of InterFaith Ministries.
E. InterFaith Ministries 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 InterFaith Ministries 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 InterFaith Ministries 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 withoutwritten 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. InterFaith Ministries shall notify City of any changes in personnel or governing board
composition.
XL INDEMNIFICATION
To the extent authorized bylaw, the InterFaith Ministries 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 InterFaith Ministries 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 InterFaith Ministries, its
officers, employees, agents, subcontractors, licensees and invitees.
XIL CONFLICT OF INTEREST
A. InterFaith Ministries 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. InterFaith Ministries
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. InterFaith Ministries 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.
XIIT. 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 receiptrequested,
or via hand-delivery or facsimile, addressed to InterFaith Ministries or City, as the case maybe, at
the following addresses:
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CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
INTERFAITH MINISTRIES
Cordell Garden, Executive Director
InterFaith Ministries
109 W. Sycamore
Denton, TX 76202
Fax No. 940.
Either party may change its mailing address by sending notice ofchange ofaddress to the other
at the above address by certified mail, return receipt requested.
XIV. MISCELLANEOUS
A. lnterFaith Ministries 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 InterFaith Ministries hereunder, or any other act or
failure of City to insist in any one or more instances upon the terns and conditions ofthis 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 byInterFaith Ministries. 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 ofthis 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 ofthis 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 ofcompetent 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 day of , 2007.
PERRY R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL
EDWIN M. SNYDER_ CITY
BY:
INTERFAITH MINISTRIES
BY:
CONDELL GARDEN
EXECUTNE DIRECTOR
ATTEST:
BY:
BOARD SECRETARY
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