2003-314AN ORDINANCE OFTHE CITY OF DENTON APPROVING A SERVICE AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND OUR DAILY BREAD-ST. ANDREW PRESBYTERIAN
CHURCH IN THE AMOUNT OF $1500.00, TO PROVIDE EXPENDITURES FOR FREE MEALS
AND FREE BUS TOKENS FOR LOW-INCOME PERSONS; PROVIDING FOR THE EXPENDITURE
OF FUNDS THEREFORE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Our Daily Bread-St. Andrew Presbyterian Church (the "Organization") serves an
important public purpose by providing free meals and free bus tokens for low-income persons in the City
of Denton (the "Program") as more fully described in that certain proposed Funding Agreement between
the City and the Organization which is in substantial the same form as the agreement attached hereto and
made a part hereof by reference (the "Service Agreement"); and
WHEREAS, the City Council of the City of Denton hereby finds that the Service Agreement and
the Program serve a municipal and public purpose and are 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 Service
Agreement and to car~ out the duties and responsibilities of the City under the Service Agreement,
including the expenditure of funds as provided in the Service Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and approval.
PASSED AND APPROVED this the~r~'~ day of ~-~,/ ,2003.
EULINE BROCK, MAYOR
ATfEST:
JE~ER WALTE~RS~CITY SE CRETARY
APPROVED AS~D~GA~L FORM:
HERB~ ATTORNEY
BY: . -- ~ ~ --
FUNDING AGREEMENT
BETWEEN THE CITY OF DENTON AND
OUR DAILY BREAD - ST. ANDREW PRESBYTERIAN CHURCH
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 ~ St. Andrews
Presbyterian Church, a non-profit organization, hereinafter referred to as "Organization";
WHEREAS, City has determined that the Organization will perform an important public
service for the residents of Denton without regard to race, religion, color, age or national origin
through the provision of free noon meals and bus tokens to persons who are homeless and other low-
income persons;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Organization shall in a satisfactory and proper manner perform the following tasks, for which
the monies provided by City may be used: 1) Preparation and serving of free noon meals, Monday
through Friday. 2) Provision of transportation assistance through the distribution of free bus tokens
to low-income individuals.
II. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions:
A. The funds provided for in this agreement shall only be expended for the purposes set forth
in Article I above, subject to Section IV.A. and for no other purpose.
B. The Organization shall expend the funds in a manner that will allow for a tracing of funds
and a review of the specific expenditures for which the funds were utilized.
C. The Organization shall permit authorized officials of City to review its books at any time.
D. The Organization will reduce to writing all ofits roles, regulations, and policies relating to
the operations of Our Daily Bread and file a copy with the Community Development Division along
with any amendments, additions, or revisions whenever adopted.
E. The Organization shall not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. As fimds are expended, the Organization shall provide documentation in the form of
cancelled checks and corresponding receipts detailing expenditure.
~ G. The Organization shall appoint a representative who will be available to meet with City
officials when requested.
H. The Organization shall indemnify and hold harmless City from any and all claims and
suits arising out of the activities of Organization, its employees, and/or contractors.
I. The Organization shall submit to City copies of year-end audited financial statements.
J. The Organization will provide quarterly reports to the City regarding the number of
persons served by Our Daily Bread. Reports will include any available demographic information on
clients served under the meals and transportation programs.
III. TI/VIE OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
September 1, 2003 through August 30, 2004, unless the Agreement is sooner terminated under
Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO ORGANIZATION. City shall pay to the Organization the sum of $1500.00 to
be used solely for the purposes set forth in Section I above.
B. EXCESS PAYMENT. Organization shall refund to Citywithinten(10)workingdaysofCity'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 Organization; 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.
C. DEOBLIGATION OF FLrNDS/REVERSION OF ASSETS. In the event that actual
expenditures deviate from Organization's provision of a corresponding level of performance City
hereby reserves the right to reappropriate or recapture any such under expended funds. If City finds
that Organization is unwilling and/or unable to comply with any of the terms of this Agreement, City
may require a refund of any and all money expended pursuant to this Agreement by Organization, as
well as any remaining unexpended funds which shall be refunded to City within ten working days of
a written notice to Organization to revert these financial assets. The reversion of these financial
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assets shall be in addition to any other remedy available to City either at law or in equity for breach
of this Agreement.
D. AGREEMENT CLOSE OUT. Organization shall submit the Agreement close out package to
City, together with a f'mal expenditure report, for the time period covered by the last invoice
representing final expenditure of funds under this Agreement, within fifteen (15) working days
following the close of the Agreement period. Organization shall utilize the form agreed upon by
City and Organization.
V. EVALUATION
Organization agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Organization agrees to make available its financial records
for review by City at City's discretion. In addition, Organization agrees to provide City the
following data and reports, or copies thereof:
~ A. All external or internal audits. Organization 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. Until such time as all disbursed funds have been expended and all document submissions
are complete, the Organization agrees to submit quarterly financial statements in July, October,
January, and April. Each statement shall include current and year-to-date period accounting of all
revenues, expenditures, outstanding obligations and beginning and ending balances. Quarterly
financial reports shall be submitted to the City within 15 working days after the quarter has been
completed.
E. An explanation of any major changes in program services.
F. To comply with this section, Organization 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. Organization's record system shall contain sufficient
documentation to provide in detail full support and justification for each expenditure. Organization
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.
G. Nothing in the above subsections shall be construed to relieve Organization 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, Organization shall deliver to City copies of all notices of
meetings of its Board of Directors, setting forth the time and place thereof. 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. Organization understands and agrees that City's
representatives shall be afforded access to ail meetings of its Board of Directors.
Minutes of all meetings of Organization's governing body shall be available to City within ten
(10) working days of approval.
VII. SUSPENSION OR TERMINATION
A. The City may terminate this Agreement for cause if the Organization violates any
covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or fihng of
bankruptcy, dissolution, or receivership, or the Organization'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.
B. The City may terminate this Agreement for convenience at any time. If the City terminates
this Agreement for convenience, Organization will be paid an amount not to exceed the totai amount
of accrued expenditures as of the effective date of termination. In no event will this compensation
exceed an amount that bears the same ratio to the total compensation as the services actually
performed bears to the total services of Organization covered by the Agreement, less payments
previously made.
In ease of suspension, City shall advise Organization, in writing, as to conditions precedent to
the resumption of fund'mg and specify a reasonable date for compliance.
In case of termination, Organization will remit to City any unexpended City funds.
Acceptance of these fimds shall not constitute a waiver of any claim City may otherwise have arising
out of this Agreement.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Organization shall comply with all applicable equal employment opportuinty and
affirmative action laws or regulations.
B. Organization 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 Organization's non-compliance with the non-discrimination requirements,
the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may
be barred from further contracts with City.
IX. WARRANTIES
ORGANIZATION 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 Organization 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
Organization.
C. No litigation or legal proceedings are presently pending or threatened aga'mst
Organization.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Organization is doing business or with the provisions of any existing indenture or agreement
of Organization.
E. Organization 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 Organization are subject to any lien or encumbrance bf any
character, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization 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. Organization cannot significantly change the nature, intent, or scope of the program
funded under this Agreement without the prior written approval of the City.
C. 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.
D. Organization agrees to notify City of any proposed change in physical location for
work performed under this Agreement at least thirty (30) calendar days in advance of the change.
E. Organization shall notify City of any changes in personnel or goveming board
composition.
F. It is expressly understood that the transfer of funds between or among programs of the
Organization will not be permitted.
XI. INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that City is
contracting with Organization as an independent contractor and that as such, Organization
shall save and hold City, its officers, agents and employees harmless from all liability of any
nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions,
demands, suits or damages of any character whatsoever resulting in whole or in part from the
performance or omission of any employee, agent or representative of Organization.
B. Organization agrees to provide the defense for, and to indemnify and hold
harmless City its agents, employees, or contractors from any and all claims, suits, causes of
action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of
these contracted funds and program administration and implementation except to the extent
caused by the willful act or omission of City, its agents or employees.
XII. CONFLICT OF INTEREST
A. Organization covenants that neither it nor any member ofits governing body presently has
any interest, direct or indirect, winch would conflict in any manner or degree with the performance
of services required to be performed under this Agreement. Organization 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. Organization 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 inmself/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 winch affects his
personal interest or the interest in any corporation, partnership, or association in which he has direct
or indirect interest.
XIII. NEPOTISM
Organization shall not employ in any paid capacity any person who is a member of the
immediate family of any person who is currently employed by Organization, or is a member of
Organization's governing board. The tenn "member of immediate family" includes: wife, husband,
son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent,
step-child, half-brother and half-sister.
XIV. 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,
addressed to Organization or City, as the case may be, at the following addresses:
CITY
ORGANIZATION
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Our Daily Bread -
St. Andrew Presbyterian Church
Attention: George Gibson, Director
300 W 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.
XV. MISCELLANEOUS
A. Organization 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 o f 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 Organization hereunder, or any other act or failure of
City to insist in any one or more instances upon the terms and conditions of this 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 Organization. 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.
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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. In the event any disagreement or dispute should arise between the parties hereto pertaining
to the interpretation or meaning of any part of this Agreement or its governing roles, codes, laws,
ordinances, or regulations, City as the party ultimately responsible for matters of compliance, will
have the final authority to render or to secure an interpretation.
F. 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.
IN WITNESS WHEREOF, the~arties
Agreement as of the q.~_ day of ~.
ATTEST:
JENNIFER WALTERS, CTITY SECRETARY
do hereby affix their signatures and enter into this
2003.
OUR DAILY BREAD-
ST. ANDREWS PRESBYTERIAN CHURCH
~o~ge Gibson
Director
ATTEST:
ORGANIZATION SECRETARY