2002-321FILE REFERENCE FORM 2002-321
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
(attached to original ordinance & contract) 09/09/03 J K
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ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
IN THE AMOUNT OF $3,000.00 BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON COUNTY HISTORICAL MUSEUM, INC.; PROVIDING FOR THE
EXPENDITURES OF FUNDS THEREFORE; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Denton County Historical Museum, Inc. serves an important public
purpose by providing museum programs that are open to the public which require adequate
advertising as more fully described in the agreement mentioned below (the "Program"); and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and
the agreement between the Denton County Historical Museum, Inc. attached hereto and made a
part hereof by reference (the "Agreement") 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 of the City under the Agreement,
including the expenditure of funds as provided in the Agreement. The prior signing of the
Agreement by the City Manager is hereby ratified.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of Ik ~/?412002.
CA04-
5~
ULINE BROCK, MAYOR
E
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY
47
APPROVED AS TO LEGAL FORM:
HERBERT L. PR Y, CITY ATTORNEY
BY:
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2002-2003 SERVICE AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
DENTON COUNTY HISTORICAL MUSEUM, INC.
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 County Historical
Museum, Inc., a non-profit corporation, hereinafter referred to as "Organization";
WHEREAS, City has determined that Organization performs an important public service for
the residents of Denton without regard to race, religion, color, age or national origin; and
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;
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:
Fund direct program expenses to be used for advertising and preservation supplies.
H. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions:
A. Three Thousand Dollars ($3,000) maybe paid to Organization by City to be expended by
the Organization to fund direct program expenses to be used for advertising and preservation
supplies.
B. The Organization will establish, operate, and maintain an account system for these funds
this program that will allow for a tracing of funds and a review of the specific expenditures for which
the funds were utilized.
C. The Organization will permit authorized officials of City to review its books at anytime.
D. The Organization will reduce to writing all of its rules, regulations, and policies and file a
copy with City's Community Services Division along with any amendments, additions, or revisions
whenever adopted.
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E. The Organization will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. As funds are expended, the Organization will provide documentation in the form of
cancelled checks and corresponding receipts detailing expenditure.
G. The Organization will appoint a representative who will be available to meet with City
officials when requested.
H. The Organization will indemnify and hold harmless City from any and all claims and suits
arising out of the activities of Organization, its employees, and/or contractors.
1. The Organization 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:
October 1, 2002 through September 30, 2003, unless the contract is sooner terminated under
Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of
money not to exceed Three Thousand Dollars ($3,000) for services rendered under this Agreement.
City will pay these funds upon receipt of an invoice from the Organization.
B. ExCESS PAYMENT. Organization 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 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 FUNDS/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 Contract, City
may require a refund of any and all money expected pursuant to this contract 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 contract.
D. CONTRACT CLOSE OUT. Organization shall submit the contract close out package to City,
together with a final 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 contract 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. Quarterly performance/beneficiary reports to be submitted in January, April, July and
September, to include the following data: number of persons served, number of households served,
race, income, female head of household, disabilities and other information if requested by City.
Organization will provide the above information on beneficiary report form provided by City.
Quarterly beneficiary reports shall be submitted to the Community Services Division within 15
working days after the quarter has been completed.
D. Until such time as all dispursed funds have been expended and all document submissions
are complete as described in Section II above, the Organization agrees to submit quarterly financial
statements in January, April, July, and September. 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 Community Services
Division 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.
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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 all 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 filing 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 total 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 case of suspension, City shall advise Organization, in writing, as to conditions precedent to
the resumption of funding and specify a reasonable date for compliance.
In case of termination, Organization will remit to City any unexpended City funds.
Acceptance of these funds 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 will submit for City approval, a written plan for compliance with the Equal
Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of
the effective date of this Agreement.
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B. Organization shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
C. 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.
D. 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 against
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 of 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.
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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 tern 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 governing 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. INSURANCE
A. Organization shall observe sound business practices with respect to providing such bonding
and insurance as would provide adequate coverage for services offered under this Agreement.
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B. The premises on and in which the activities described in Section I are conducted, the
employees conducting these activities, shall be covered by premise liability insurance, commonly
referred to as "Owner/Tenant" coverage with City named as an additional insured. Upon request of
Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements.
C. Organization will comply with applicable workers' compensation statutes and will obtain
employers' liability coverage where available and other appropriate liability coverage for program
participants, if applicable.
D. Organization will maintain adequate and continuous liability insurance on all vehicles
owned, leased, or operated by Organization. All employees of Organization who are required to
drive a vehicle in the normal scope and course of their employment must possess a valid Texas
Driver's license and automobile liability insurance. Evidence of the employee's current possession of
a valid license and insurance must be maintained on a current basis in Organization's files.
E. Actual losses are not covered by insurance as required by this Section are not allowable
costs under this Agreement, and remain the sole responsibility of Organization.
F. The policy or policies of insurance shall contain a clause which requires that City and
Organization be notified in writing of any cancellation or change in the policy at least thirty (30)
days prior to such change or cancellation.
XIII. CONFLICT OF INTEREST
A. Organization 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. 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 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.
XIV. 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
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Organization's governing board. The term "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.
XV. 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 Denton County Historical Museum, Inc.
Attn: City Manager Attention: Director
215 E. McKinney P.O. Box 2800
Denton, TX 76201 Denton, TX 76202
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.
XVI. 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 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 Organization hereunder, or any other actor 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.
D. This Agreement 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.
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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 rules, 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 competentjurisdiction sitting
in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the ~ tl" day of 42) ` 002.
CITY OF DENTON, TEXAS
iCiLfA. CONDUFF,CIT AGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: (14'X~/Z
AP VED AS TO LEGAL FORM:
HERBERT DROJTY, CITY ATTORNEY
BY:
DENTON COUNTY HISTORICAL
MUSEUM, INC.
BY: 4J
am
Dire Z
ATTEST:
BY: / a&Gt~ A4-_
ORGANIZATION SECRETARY
CHANGE ORDER TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and Denton County
Historical Museum, dated 6g11q-12&e2_ (the "Service Contract") and approved by
Ordinance No. 2002-321 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.
Michael A. C(
City Manager
Dated:
AGREED:
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