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
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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
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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
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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
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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
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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