Loading...
2001-401 O A CENO j00/-(/0/ AN ORDI~qANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT IN THE AM(JUNT OF $2,000 00 BETWEEN THE CITY OF DENTON, TEXAS AND ST ANDREW PRESBYTERIAN CHURCH FOR THE OUR DALLY BREAD PROGRAM, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the St Andrew Presbyterian Church serves an lmpor~ant public purpose by providing food to the needy under its "Our Daily Bread Program" (the "Program"), and WHEREAS, the City Council of the Cny of Denton hereby finds that the Program and the agreemen~ between the City and St Andrew Presbyterian Church attached hereto and made a part hereof by r~ference (the "Agreement") s~ve a mumclpal and public purpose and the Agreement ~s ~n the pubhe interest, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The findings set forth in the preamble oftbas ordinance are incorporated by reference tnto the body oftbas ordinance as if fully set forth herein SECTION 2 The City Manager, or bas designee, is hereby authorized to execute the Agreement and to carry out the dutaes and responmbflmes of the City under the Agreement, ~ncludmg We expenditure of funds as provided m the Agreement SECTION 3 This ordinance shall become effective immediately upon its passage and approval' EULINE BROCK, MAYOR ATTEST JEN~RIFER WALTERS, C]ITY SECRETARY 2001-2002 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND ST ANDREW PRESBYTERIAN CHURCH-OUR DAILY BREAD PROGRAM This Agreement ~s hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hermnafter referred to as "City", and St Andrew Presbyterian Church, a non-profit corporation, 300 West Oak, Denton, Texas 76201, heremaftcr referred to as "Organization", WHEREAS, City has determined that Organization performs an ~mportant pubhc service for the residents of Denton without regard to race, rellg~on, color, age or national origin, and WHEREAS, City has determined that the proposal for servmes ments assistance and can provide needed services to C~tlzens of City and has provided funds in ~ts budget for the purpose of paying for contractual services, NOW, THEREFORE, the parties hereto mutually agree as follows I SCOPE OF SERVICES Organization shall m a satisfactory and proper manner perform the following tasks, for which the monies provided by C~ty may be used Provide for programs that feed the homeless populatmn of Denton II OBLIGATIONS OF ORGANIZATION In conmderatlon of the receipt of funds from Ctty, Organlzatton agrees to the following terms and conditions A Two Thousand Dollars ($2,000) may be prod to Orgamzat~on by City to be expended by the Organization to fund the Our Dmly Bread Program and for no other purpose B The Orgamzatlon will estabhsh, operate, and mmntatn an account system for these funds this program that will allow for a tracing of funds and a review of the spemfic expenditures for wluch the funds were utilized C The Orgamzatlon will permit authorized offimals of City to review xts books at any hme D The Organization will reduce to writing all of~ts roles, regulatmns, and pohmes and file a copy with City's Community Services Dlwmon along w~th any amendments, additions, or remmons whenever adopted E The Orgamzatlon 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 cheeks 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 Orgamzatlon will indemnify and hold harmless City from any and all clmms and suits ansmg out of the activities of Organization, its employees, and/or contractors I The Organization will submit to City copies of year-end Indited financial statements III TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Orgamzatlon wlttun the following time frame October 1, 2001 through September 30, 2002, unless the contract is sooner terminated under Section 'VII "Suspension or Termination" IV PAYMENTS A PAYMENTS TO ORGANIZATION Clty shall pay to Organization a maximum amount of money not to exceed Two Thousand Dollars ($2,000) for services rendered under this Agreement City will pay these funds upon receipt of an invoice from the Organization B EXCESS PAYME~qT Orgamzatlon shall refund to City within ten (10) working days of City's request, any sum of money which has been prod by City and which City at any time thereafter determines l) has resulted in overpayment to Orgamzatlon, or 2) has not been spent strictly m 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 expendlt0xes deviate from Organization's provision of a corresponding level of performance City hereby reserves the nght to reappropnate or recapture anY such under expended funds IfClty finds that Organization ~s 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 remaimng unexpended funds which shall be refunded to City within ten working days of a wntte~ notice to organization to revert these financial assets The reversion of these financial 2 assets shall be ~n addition to any other remedy available to C~ty e~ther at law or ~n equity for breach of this cofltract D CONTRACT CLOSE OUT Organization shall submit the contract close out package to C~ty, together w~th a final expenditure report, for the t~me period covered by the last ~nvo~ce representing final expenthture of funds under thas Agreement, w~thm fifteen (15) workmg days following the close of the contract period Orgamzat~on shall utdtze the form agreed upon by C~ty and Orgamzation V EVALUATION Orgamzat~on agrees to partac~pate m an lmplementatton and mmntenance system whereby the services can be contanuously momtomd Organization agrees to make avtulable its financial records for review by City at C~ty's discretion In addition, Organization agrees to prowde C~ty the following data and reports, or cop~es thereof A All external or internal audits Organization shall submit a copy of the annual independent audit to C~ty w~thm ten (10) days of receipt B All external or ~nternal evaluation reports C Quarterly perfonnance/beneftcmry reports to be submitted ~n January, April, July and September, to ~nclude the following data number of persons served, number of households served, race, lncqme, female head of household, dasab~ht~es and other ~nformat~on ~f requested by C~ty Organ~zalton w~ll prowde the above mfonnatton on beneficmry report form prowded by C~ty Quarterly, beneficiary reports shall be submitted to the Commumty Servtces Dlws~on within 15 working days after the quarter has been completed D Untd such t~me as all d~spursed funds have been expended and all document submissions are complete as described ~n Section II above, the Orgamzat~on agrees to submit quarterly financml statements m January, April, July, and September Each statement shall include current and year-to-d~te period accounting of all revenues, expenditures, outstanding obhgat~ons and begmmng and ending balances Quarterly financial reports shall be submitted to the Community Servxces D~ws~on w~thm 15 worlang days after the quarter has been completed E An explanation of any major changes in program serwces F To comply w~th this section, Orgamzat~on agrees to mmntmn records that will prowde accurate, current, separate, and complete dmclosure of the status of funds received and the servmes performed under thru Agreement Orgamzat~on's record system shall contmn suffiment documentation to prowde m detail full support andjustfficat~on for each expenditure Orgamzat~on agrees to retmn all books, records, documents, reports, and written accounting procedures pertmmng to the servmes provided and expenditure of funds under th~s Agreement for five years 3 G Nothing in the above subsections shall be construed to reheve Orgamzatlon of responsibfltty for retmmng accurate and current records that clearly reflect the level and benefit of services provided under thts Agreement VI DIRECTORS' MEETINGS During the term ofthts Agreement, Organization shall dehver to City copies of all notmes of meettngs of ItS Board of Directors, settmg 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 dtsenssed Orgamzatton understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors Minutes of all meetmgs of Orgamzatlon's goveming body shall be available to Ctty wttlun ten (10) worlang days of approval VII SUSPENSION OR TERMINATION A The City may terminate this Agreement for cause if the Organization vtolates any covenants, agreements, or guarantees ofthts Agreement, the Orgamzatlon's insolvency or filing of bankruptcy, dissolution, or rece~vershtp, or the Orgamzat~on's violatton of any law or regulation to which tt tS bound under the terms of this Agreement The City may terminate this Agreement for other reasons not specifically enumerated m this paragraph B The City may terminate this Agreement for convenience at any time If the C~ty terminates thts Agreement for convemence, Organization will be prod an amount not to exceed the total amount of accrued expendttures as of the effecttve date of termination In no event will this compensation exceed an amount that bears the same ratio to the total compensatton as the services actually performed bears to the total services of Organization covered by the Agreement, less payments prevtously made In ease of suspension, Ctty shall advtse Orgamzatton, ~n writing, as to conthtions precedent to the resumptton of funding and specify a reasonable date for compliance In case of termmatton, Orgamzat~on will retort to City any unexpended Ctty funds Acceptance of these funds shall not constitute a wmver of any clatm City may otherwtse have anstng out of thts Agreement VIII EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A Orgamzatlon will submit for City approval, a written plan for compliance w~th the Equal Employment and Affirmative Action Federal prow sions, w~thtn one hundred twenty (120) days of the effective date of this Agreement 4 B Organization shall comply w~th all applicable equal employment opportunity and affirmative action laws or regulations C Orgamzatlon will furnish all reformation and reports requested by City, and wall permit access to its books, records, and accounts for purposes of investigation to ascertmn compliance w~th local, State and Federal rules and regulations D In the event of Organization's non-comphance with the non-d~scnmmatlon reqmrements, the Agreement may be canceled, terminated, or suspended in whole or In part, and Orgamzatlon may be barred from further contracts with City IX WARRANTIES ORGANIZATION represents and warrants that A All reformation, 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 repo~t, and, since that date, have not undergone any s~gmflcant change w~thout written notice to C~ty B Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fatrly reflect the finanmal conditions of Organization on the date shown on, smd report, and the results of the operation for the period covered by the report, and that since smd data, there has been no material change, adverse or otherwise, ~n the financial cond~tion of Organlzataon C No ht~gatlon or legal procee~hngs are presently pending or threatened agamst Organization D None of the provisions herein contravenes or ~s in conflict w~th the authority under which Organization ~s doing business or with the provtslons of any existing indenture or agreement of Organization E Orgamzatlon has the power to enter rote 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 hen or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furmshed by Organization to C~ty Each of these representations and warranties shall be continuing and shall be deemed to have beelt 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 prmr 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 dunng 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 m 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 hablhty 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 hablhty 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 B The premises on and in whmh the act~wt~es described ~n Section I are conducted, the employees conducting these aetlwt~es, shall be covered by premise habfl~ty ~nsurance, commonly referred to as "Owner/Tenant" coverage w~th C~ty named as an additional ~nsured Upon request of Orgamzation, C~ty may, at its sole d~seret~on, approve alternate insurance coverage arrangements C Organization will comply w~th apphcable workers' compensation statutes and w~ll obtmn employers' habdlty coverage where available and other appropriate hablhty coverage for program partlclpalltS, ~f applicable D Orgamzat~on will mtuntmn adequate and continuous hablhty ~nsurance on all vehmles owned, leased, or operated by Orgamzat~on All employees of Orgamzatlon who are required to drive a velucle ~n the normal scope and course of their employment must possess a vahd Texas Dr~ver's hcense and antomobfle hablhty Insurance Ewdence o fthe employee's current possession of a vahd hcense and Insurance must be malntmned on a current basis ~n Orgamzat~on's files E Actual losses are not covered by insurance as required by th~s Section are not allowable costs under th~s Agreement, and remmn the sole respons~blhty of Organization F The policy or pohc~es of insurance shall contmn a clause which reqmres that C~ty and Orgamzat~on be notified ~n wntmg of any cancellation or change ~n the pohcy at least thirty (30) days prior to such change or cancellation XIII CONFLICT OF INTEREST A Organization covenants that neither ~t nor any member of~ts governing body presently has any interest, d~rect or mdlrect, whmh would conflmt m any manner or degree with the performance of services reqmred to be performed under this Agreement Orgamzat~on further covenants that ~n the performance ofth~s Agreement, no person havmg such interest shall be employed or appointed as a member of its governing body B Orgamzatlon further covenants that no member of ~ts governing body or ~ts staff, subcontractors or employees shall possess any mterest m or use hmfher position for a purpose that ~s or g~ves the appearance of being motivated by desire for private gmn for himself/herself, or others, particularly those w~th which he/she has family, business, or other t~es C No officer, member, or employee of C~ty and no member of its govermng body who exermses any ftmctlon or respons~b~htaes m the review or approval of the undertaking or carrymg out of th~s Agreement shall partm~pate m any dec~slon relating to the Agreement whmh affects his personal interest or the interest in any corporation, partnership, or association m which he has d~rect or ~nd~reet mterest XIV NEPOTISM Organization shall not employ in any prod capacity any person who is a member of the lmmedaate family of any person who m currently employed by Organization, or is a member of 7 Orgamzatlon'sgovemlngboard Theterm"memberoflmmedlatefamlly"lncludes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, mece, step-parent, step-chdd, half-brother and half-sister XV NOTICE Any notice or other written instrument reqmred or permitted to be dehvered under the terms of th~s Agreement shall be deemed to have been dehvered, whether actually received or not, when deposited m the Umted States mad, postage prepmd, reglstered or cerhfied, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses CITY ORGANIZATION City of Denton, Texas St Andrew Presbyterian Church Attn City Manager Attentton George Glbbson 215 E McKmney 300 West Oak Denton, TX 76201 Denton, TX 76201 E~ther party may change 1ts mmhng address by sendang notice of change of address to the other at the above address by certified mall, return receipt requested XVI MISCELLANEOUS A Organization shall not transfer, pledge or otherwise assign this Agreement or any ~nterest thereto, or any clmm arising thereunder to any party or part,es, bank, trust company or other financial institution w~thout the prior written approval of City B If any promslon of this Agreement ~s held to be mvahd, ~llegal, or unenforceable, the remalmng provisions shall remain m full force and effect and contmue 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 fmlure of C~ty to resist m any one or more instances upon the terms and conditions ofth~s Agreement consti- tute or be construed m any way to be a waiver by C~ty of any breach of covenant or default whmh may then or subsequently be conumtted by Orgamzatlon Neither shall such payment, act, or om~sslon,m any manner lmpmr or prejuchce any right, power, privilege, or remedy available to C~ty to enforce its rights hereunder, whmh rights, powers, pnwleges, or remedies are always specffically preserved No representative or agent of C~ty may waive the effect of this prowslon D Tlus Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the partles hereto, and any prior agreement, assertion, statement, understanding, or other commitment occumng dunng 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 8 E In the event any disagreement or dispute should arise between the parties hereto pertmmng 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 ~n accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be m a court of competent junsdmtlon sitting in Denton County, Texas IN WITNESS WH]~REOF, the_pgrt3es do hereby affix their s~gnatures and enter into this Agreement as of the /(J~ day of/~t~J./, 2001 CITY OF DENTON, TEXAS ~n~HAEE A (~ O)~DI~~AGER ATTEST JEI~IFER WALTERS, CITY. SECRETARY APPROX(ED AS TO L~AL FORM ST ANDREW PRESBYTERIAN CHURCH GEOR(~ GIBBSON ATTEST BY ORGANIZATION SECRETARY