2005-293
FILE REFERENCE FORM
2005-293
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S) Date Initials
Change Order to Service Contract [original is attached] 08/14/06 JR
S:\Our Documents\Ordinanccs\05\American Legion Ordinance.doc
ORDINANCE NO. ZO()/') - p, q, 3
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE AMERICAN LEGION TO ASSIST IN
PURCHASING FOOD, PROVIDING MONETARY ASSISTANCE TO SUBSIDIZE UTILITY
BILL AND RENTAL PAYMENTS FOR CITIZENS AND FOR SUBSIDIZING MEDICAL COSTS
FOR SENIOR CITIZENS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE;
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 American Legion. 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 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
8/J-tb dayO~ ,2005.
C~~cL
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: QMt tldUluh-IM/ fU4t
APPROVED AS TO LEGAL FORM:
EDWIN~J~~~~nORNEY
BY:
S:\Our Documcnts\Contracts\05\Amcrican Legion Agreemcnt.doc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND THE
AMERICAN LEGION
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 American Legion, a Texas Non-
Profit Corporation, hereinafter referred to as "American Legion":
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:
L SCOPE OF SERVICES
American Legion 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 American Legion to provide financial assistance
for returning veterans and their widows, and to low income persons, which includes help with utility
bills, rental assistance, help with prescriptions for senior citizens, scholarship programs, food
baskets for the needy during holidays and other related financial assistance.
II. OBLIGATIONS OF AMERICAN LEGION
In consideration of the receipt of funds from City, American Legion agrees to the following
terms and conditions:
A Six Hundred Dollars and no/I 00 ($600.00) shall be paid to American Legion by City to be
utilized for the purposes set forth in Article L
B. American Legion will maintain adequate records to establish that the City funds are used
for the purposes authorized by this Agreement.
C. American Legion wi II permit authorized officials of City to review its books at any time.
D. Upon request, American Legion will: provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. American Legion wi II not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. American Legion will appoint a representative who will be available to meet with City
officials when requested.
G. American Legion 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:
September 6, 2005 through September 6, 2006, unless the contract is sooner terminated under
Section VII "Suspension or Termination".
IV. PAYMENTS
A PA YMENTS TO AMERICAN LEGION. City shall pay to American Legion the sum specified in
Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. American Legion 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 A)11erican Legion; 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
American Legion agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. American Legion agrees to make available its financial
records for review by City at City's discretion. In addition, American Legion agrees to provide City
the following data and reports, or copies thereof:
A All external or internal audits. American Legion 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, American Legion 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. American Legion's record system shall contain sufficient
Page 2 of7
documentation to provide in detail full support and justification for each expenditure. American
Legion 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 American Legion 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 ofthis Agreement, American Legion shall deliver to City copies of all notices
ofmeetings of its Board of Directors, setting forth the time and place thereof wherein this program is
a part ofthe subject matter ofthe 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. American Legion understands and . agrees that City's representatives shall be afforded
access to all meetings of its Board of Directors.
Minutes of all meetings of American Legion'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 American Legion violates any covenants,
agreements, or guarantees of this Agreement, the American Legion's insolvency or filing of
bankruptcy, dissolution, or receivership, or the American Legion's violation of any law or regulation
to which it is bound under the terms ofthis Agreement The City may terminate this Agreement for
other reasons not specifically enumerated in this paragraph.
VIIl EOUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. American Legion shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. American Legion will furnish all iriformation 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 American Legion's non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
American Legion may be barred from further contracts with City.
Page 3 of7
IX. WARRANTIES
American Legion 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 American Legion 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 American Legion.
C. No litigation or legal proceedings are presently pending or threatened against
American Legion.
D. None of the provisions herein contravenes or is in conflict with the authority under
which American Legion is doing business or with the provisions of any existing indenture or
agreement of American Legion.
E. American Legion 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 ofthe assets of American Legion 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 American Legion 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. American Legion shall notify City of any changes in personnel or governing board
composition.
XL INDEMNIFICATION
To the extent authorized by law, the American Legion 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 American Legion or those s~rvices 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 American Legion, its officers, employees,
agents, subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. American Legion 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. American Legion 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. American Legion 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
XllL 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 American Legion or City, as the case may be, at the
following addresses:
Page 5 of7
CITY
AMERICAN LEGION
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
Harold Williams, Post Commander
American Legion
629 Wilson Street
Denton, TX 76205
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. American Legion 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 American Legion hereunder, or any other act or
failure of City to insist in anyone or more instances upon the terms 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 by American Legion. 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 WHEREOF, th~parties do hereby affix their signatures and enter into this
. Agreement as of the Mthday <\~ ,()/;AlAd) 2005.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~!2Lf)U))-djft( !2Ld;,
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
BY:
ATTEST:
BY:
SECRETARY
Page 7of7
CITY OF DENTON, TEXAS
BY:C~ ~vL
EULINE BROCK, MAYOR
AMERICAN LEGION
BY:.J.J ~dl~ \JJ~".f..
HAROLD WILLIAMS
POST COMMANDER
CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and the American
Legion, dated September 20, 2005 (the "Service Contract") and approved by Ordinance
No. 2005-293 is hereby changed to increase City funding by the amount of $ 500.00
(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.
l!~
Howard Martin
City Manager
Dated: y-/y.,,,
AGREED:
American Legion
By: /-l~~W~~~.
Name: Harold Williams
Title: Post Commander
Date: ('11. d"
Name: Ed Snyder
Title: City Attorney
Date: '., -?I- olp