2007-179s:\our documcnLS\ordinanccs\07\dcnton chamber of commerce ord.doc
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ORDINANCE NO. OO'I` °I
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE DENTON CHAMBER OF COMMERCE TO
ASSIST IN PROVIDING A VENUE FOR DENTON RESIDENTS TO ACCESS THE
AVAILABILITY OF HEALTHCARE AND MEDICAL SPECIALTY FACILITIES IN THE CITY
OF DENTON; PROVIDING FOR THE EXPENDITURE OF Fi_JNDS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Medical Destination Committee, being a committee of the Denton Chamber
of Commerce, a Texas non-profit corporation, (the "Organization") provides an online venue for
residents to see the healthcare and medical specialty facilities available in the City of Denton and
brings awareness to Denton residents that they don't have to travel to Dallas to receive quality
healthcare; 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 ofDenton 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 of this ordinance are incorporated by
reference into the body of this ordinance as if filly 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 / l'CI'( day of i~~~~ , 2007.
PE R. McNEILL, MAYOR
ATTEST:
.iENNTFER WALTERS, CITY SECRETARY
BY: ~~ (.YGG~ ~,~~
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, C1T,Y ATTORNEY
BY:
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c:AdocumenLS and settings\chuck carpenicrAlocal settings\Iempoeary intemet files\o1k226~denton chamber ofcommeree agrecmenLdoc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
THE DENTON CHAMBER OF COMMERCE
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 Chamber of Commerce, a
Texas Non-Profit Corporation, hereinafter referred to as "Chamber":
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 assist Denton residents in finding medical specialty facilities and quality healthcare
locally, among other things;
NOW, THEREFORE, the parties hereto mutually agree as follows:
L SCOPE OF SERVICES
Chamber 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 Chamber to assist with the costs of marketing
efforts to make citizens aware of the Medical Destination Committee's website. The website will
help to meet critical community needs.
[I. OBLIGATIONS OF CHAMBER
in consideration of the receipt of funds from City, Chamber agrees to the following terms and
conditions:
A. Six Hundred Three Dollars and no/100 ($603.00) shall be paid to Chamber by City to be
utilized for the purposes set forth in Article I.
B. Chamber will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Chamber will permit authorized officials of City to review its books at any time.
D. Upon request, Chamber will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Chamber will not enter.into any contracts that would encumber City funds for a period that
would extend beyond the term of this Agreement.
F. Chamber will appoint a representative who will be available to meet with City officials
when requested.
G. Chamber 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,
2008, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PnvMeNTS To CHAMBER. City shall pay to Chamber the sum specified in Article II after
the effective date of this Agreement.
B. Excess PAYMENT. Chamber 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 Chamber; or
2) has not been spent strictly in accordance with the teens of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
Chamber agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Chamber agrees to make available its financial records for
review by City at City's discretion. In addition, Chamber agrees to provide City the following data
and reports, or copies thereof:
A. All external or internal audits. Chamber 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, Chamber agrees to maintain records that will provide accurate,
current, separate, and complete disclosure ofthe status of funds received and the services performed
under this Agreement. The record system of Chamber shall contain sufficient documentation to
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provide in detail full support and justification for each expenditure. Chamber 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 Chamber 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, Chamber 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. Chamber understands and agrees that City's representatives shall be afforded access to all
meetings of its Board of Directors.
Minutes of al I meetings of Chambers' governing body shall be available to City within teu (10)
working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if Chamber violates any covenants,
agreements, or guarantees of this Agreement, the Chamber's insolvency or filing of bankruptcy,
dissolution, or receivership, or the Chambers' 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. EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Chamber shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations.
B. Chamber 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 ofnon-compliance by Chamber with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Chamber may be
barred from further contracts with City.
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IX. WARRANTIES
Chamber 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 Chamber 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
Chamber.
i
C. No litigation or legal proceedings are presently pending or threatened against
Chamber. ~
D. None of the provisions herein contravenes or is in conflict with the authority under
which Chamber is doing business or with the provisions of any existing indenture or agreement of
Chamber.
E. Chamber has the power to enter into this Agreement and accept payments hereunder,
and has taken al l necessary action to authorize such acceptance under the terms and conditions of this
Agreement. ~
F. None of the assets of Chamber 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 Chamber to City.
Each of these representations and warranties shall be continuing and shall be Teemed 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. Chamber shall notify City of any changes in personnel or governing board
composition.
XL INDEMNIFICATION
To the extent authorized bylaw, the Chamber 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 chazacter, azising out of or in connection with the
performance by the Chamber 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 Chamber, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Chamber 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. Chamber 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. Chamber 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 or facsimile, addressed to Chamber 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. 940.349.8596
DENTON CHAMBER OF COMMERCE
Chuck Carpenter, President
Denton Chamber of Commerce
414 Parkway
Denton, TX 76201
Fax No. 940.382.0040
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. Chamber 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 ofthis 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 Chamber hereunder, or any other act or failure of
City to insist in any one or more instances upon the terms and conditions ofthis 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 Chamber. 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 courtofcompetent jurisdiction sitting
in Denton County, Texas.
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[N WITNESS WHEgEOP, the roes do hereby affix their signatures and enter into this
Agreement as of the ~` day of , 2007.
PASSED AND APPROVED this the / ~YL day of ~~2~ , 2007.
ATTEST:
.iENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
PE R. McNEILL, MAYOR
DENTON CHAMBER OF COMMERCE
BY:
ATTEST:
BY:
BOARD SECRETARY
CHUCK CAF
PRESIDENT
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