2001-402AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT IN
THE AMOUNT OF $1,500 00 BETWEEN THE CITY OF DENTON, TEXAS AND BIG
BROTHERS, BIG SISTERS OF DENTON, PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the Big Brothers, Big Sisters of Denton serves an important pubhc purpose by
providing a youth mentonng program for youngsters who are in need of adult guidance (the
"Program"), and
WHEREAS, the City Council of the C~ty of Denton hereby finds that the Program and the
agreement between the City and Big Brothers, B~g Sisters of Denton attached hereto and made a part
hereof by reference (the "Agreement") serve a municipal and pubhc 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 here~n
SECTION 2 The City Manager, or his designee, ~s hereby authorized to execute the
Agreement and to carry out the duties and respons~bflat~es of the C~ty under the Agreement,
ancludlng the expenditure of funds as provided m the Agreement
SECTION 3 This ordinance shall become effective immediately upon its passage and
approval
PASSED ANDAPPROVEDthisthe JO~-~ dayof ~1/,~...2001
EULINE BROCK, MAYOR
ATTEST'
API~ROVED AS TO LEGAL FORM
2001-2002 SERVICE AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
BIG BROTHERS, BIG SISTERS OF DENTON
Tlus Agreement ~s hereby entered ~nto by and between the City of Denton, Texas, a Home
Rule Mummpal Corporation, hereinafter referred to as "City", and B~g Brothers, B~g S~sters of
Denton, anon-profit corporation, 1114 Dallas Drive, Denton, Texas 76201, herelnat~er referred to as
"Organization",
WHEREAS, C~ty has determined that Organization performs an important pubhc service for
the residents of Denton w~thout regard to race, rehglon, color, age or national origin, and
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed servmes to citizens of C~ty and has provided funds in its budget for the purpose of
paying for contractual servmes,
NOW, THEREFORE, the parhes hereto mutually agree as follows
I SCOPE OF SERVICES
Orgamzat~on shall m a satmfactory and proper manner perform the following tasks, for whmh
the monies provided by C~ty may be used
Prowde for programs to match Denton youth with adult mentors
II OBLIGATIONS OF ORGANIZATION
In conmderat~on of the receipt &funds from C~ty, Orgamzat~on agrees to the following terms
and condlttons
A One Thousand Five Hundred Dollars ($1,500) may be prod to Organization by C~ty to be
expended by the Organization to fund the B~g Brother, B~g Sister Program and for no other purpose
B The Orgamzatlon wall estabhsh, operate, and malntmn an account system for these funds
th~s program that will allow for a tracing of funds and a review of the specific expenditures for which
the funds were utilized
C The Orgamzatlon will permit authorized officials of City to rewew ~ts books at any t~me
D The Orgamzatlon w~ll reduce to writing all of its rules, regulations, and pohmes and file a
copy wtth City's Community Serwces Divm~on along w~th any amendments, additions, or rewmons
whenever adopted
E The Orgamzation 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 an the form of
cancelled cheeks and corresponding receipts detmhng expenditure
G The Organization will appoint a representative who will be available to meet with City
officials when requested
H The Organization will mdemmfy and hold harmless City from any and all claims and stats
arising out of the aetxwtles of Organization, ~ts employees, and/or contractors
I 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 w~th~n the
following time frame
October 1, 2001 through September 30, 2002, unless the contract as sooner terminated under
Section VII "Suspension or Termination"
IV PAYMENTS
A PAYMENTS TO OROANIZATION City shall pay to Organization a maximum amount of
money not to exceed One Thousand F~ve Hundred Dollars ($1,500) for services rendered under this
Agreement City will pay these funds upon receipt of an invoice from the Organization
B EXCESS PAYMENT Organizatxon shall refund to City within ten (10) working days of City%
request, any stun of money which has been pa~d by City and which City at any time thereafter
determines
l) has resulted in overpayment to Organization, or
2) has not been spent strictly ~n accordance w~th the terms ofth~s 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 Orgamzat~on's provision of a corresponding level of performance City
hereby reserves the right to reappropnate or recapture anY such under expended funds IfC~ty finds
that Organization ~s unwllhng and/or unable to comply with any of the terms ofth~s Contract, City
may reqt~re a refund of any and all money expected pursuant to this contract by Organization, as
well as any remmmng unexpended funds which shall be refunded to City w~thln 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 avmlable to City either at law or in eqtuty for breach
of this contract
D CO~qTR^CT C~.OSE OUT Organazatlon shall submit the contract close out package to City,
together with a final expenditure report, for the tame 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 Orgamzataon shall utilize the form agreed upon by City and
Organization
V EVALUATION
Orgamzataon agrees to participate m an implementation and maintenance system whereby the
serwces can be continuously momtored Organazataon agrees to make available its financial records
for review by City at City's discretion In addition, Orgamzation agrees to provide City the
following data and reports, or copies thereof
A All external or internal audits Organazatlon 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 ~f requested by C~ty
Organization wall 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 daspursed funds have been expended and all document submissions
are complete as described m Section II above, the Organization agrees to submit quarterly financial
statements m January, April, July, and September Each statement shall include current and
year-to-date period accounting of all revenues, expenditures, outstanding obhgations and beginning
and ending balances Quarterly financial reports shall be submitted to the Community Servaces
Division within 15 working days after the quarter has been completed
E An explanataon of any major changes in program services
F To comply with this section, Organization agrees to maintain records that wall provide
accurate, current, separate, and complete dasclosure of the status of funds received and the serrates
performed under this Agreement Organization's record system shall contain sufficient
documentataon to provade m deteal full support and justIficatlon for each expenchture 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 ~n the above subsections shall be construed to relieve Organization of
responsibility for retaimng accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement
VI DIRECTORS' MEETINGS
During the term ofth~s Agreement, Orgamzation shall dehver to C~ty cop~es of all not,ecs of
meetings of its Board of Directors, settmg forth the t~me and place thereof Such notice shall be
delivered to City in a t~mely manner to give adequate notme, and shall ~nclude an agenda and a brief
description of the matters to be discussed Organization understands and agrees that C~ty's
representatives shall be afforded access to all meetings of its Board of Directors
Minutes of all meetings of Organlzataoffs governing body shall be available to City within ten
(10) working days of approval
VII SUSPENSION OR TERMINATION
A The City may terminate flus Agreement for cause ff the Organization violates any
covenants, agreements, or guarantees of flus Agreement, the Orgamzat~on's ~nsolvency or fihng of
bankruptcy, d~ssolution, or receivership, or the Organization's wolat~on of any law or regulation to
which ~t is bound under the terms ofth~s Agreement The City may terminate this Agreement for
other reasons not specifically enumerated in this paragraph
B The City may terminate th~s Agreement for convenience at any time If the City terminates
th~s Agreement for convemence, Organization will be prod an amount not to exceed the total amount
of accrued expenditures as of the effective date of termination In no event will th~s 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
prewously made
In ease of suspension, C~ty shall advise Orgamzat~on, in writing, as to conditions precedent to
the resumption of funding and specify a reasonable date for comphance
In case of termination, Organization will remit to C~ty any unexpended C~ty funds
Acceptance of these funds shall not constitute a waiver of any claim City may otherwise have arising
out of thru Agreement
VIII EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A Organlzat~on will submit for City approval, a written plan for comphance with the Equal
Employment and Affirmative Action Federal provisions, w~th~n one hundred twenty (120) days of
the effective date of this Agreement
B Organization shall comply with all apphcable equal employment opportunity and
affirmative action laws or regulations
C Orgamzatlon will furmsh all information and reports requested by City, and will permit
access to 1ts books, records, and accounts for purposes of investigation to ascertain compliance w~th
local, State and Federal rules and regulations
D In the event of Organization's non-comphance with the non-d~scnm~nauon requirements,
the Agreement may be canceled, terminated, or suspended m whole or m part, and Organization may
be barred fxom 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 ~nfonnat~on, data, or report,
and, since that date, have not undergone any s~gmficant 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 financml conditions of Orgamzatlon on the date
shown on smd 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, m the financial condition of
Organization
C No htlgat~on or legal proceedings are presently pending or threatened agmnst
Organization
D None of the provisions herein contravenes or ~s m conflict with the authority under
which Orgamzatlon is doing business or with the prows~ons of any existing indenture or agreement
of Organization
E Organization has the power to enter into th~s 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 Orgamzatlon are subject to any hen or encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization to C~ty
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 wahout 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 govemmg board
composition
F It as expressly understood that the transfer of funds between or among programs of the
Organization will not be permitted
XI, INDEMNIFICATION
A. It ns expressly understood and agreed by both parties hereto that City is
contracting w~th Orgamzation as an independent contractor and that as such, Orgamzation
shall save and hold City, ~ts officers, agents and employees harmless from all liabd~ty 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 OrganizaUon.
B. Organization agrees to provide the defense for, and to mdemmfy and hold
harmles~ C~ty its agents, employees, or contractors from any and all claims, suits, causes of
action, d~mands, 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 C~ty, its agents or employees
XlI 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 which the activities described in Section I are conducted, the
employees conducting these actlmtles, 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 Organlzat~on will comply w~th applicable workers' compensation statutes and will obtain
employers' liability coverage where available and other appropriate habfl~ty coverage for program
participants, if applicable
D Organization will mmntain adequate and continuous liability ~nsurance on all vehicles
owned, leased, or operated by Organization All employees of Organization who are required to
drive a vefuele m the normal scope and course of their employment must possess a valid Texas
Driver's hcense and automobile hablhty msuranee Evidence of the employee's current possession of
a vahd license and ~nsuranee must be maintained on a current basis in Organazatlon's files
E Actual losses are not covered by insurance as required by this Section are not allowable
costs under flus Agreement, and remain the sole responsibility of Organization
F The pohcy or pohcles of insurance shall contain a clause whmh requires that City and
Orgamzataon be notified in wntmg of any cancellation or change in the pohcy at least thirty (30)
days prior to such change or cancellation
XIII CONFLICT OF INTEREST
A Orgamzatlon covenants that neither ~t nor any member o f~ts govermng body presently has
any interest, direct or mdlrect, which would conflict in any manner or degree with the performance
of services reqmred to be performed under this Agreement Organization further covenants that in
the performance of this Agreement, no person having such ~nterest shall be employed or appointed as
a member of ItS govemmg body
B Organization further covenants that no member of ~ts governing body or ~ts staff,
subcontractors or employees shall possess any mterest in or use his/her poslt~on for a purpose that is
or g~ves the appearance of being motivated by desire for private gain for himself/herself, or others,
parhcularly those with which he/she has family, business, or other ties
C No officer, member, or employee of C~ty 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 an any decision relating to the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association ~n which he has direct
or redirect interest
XIV NEPOTISM
Organization shall not employ m any paid capacity any person who as a member of the
~mmedlate family of any person who is currently employed by Orgamzat~on, or is a member of
?
Organlzatlon'sgovemlngboard Theterm"memberoflmmedmtefamdy"mcludes wife, husband,
son, daughter, mother, father, brother, sister, m-laws, aunt, uncle, nephew, niece, step-parent,
step-child, half-brother and half-sister
XV NOTICE
Any notice or other written lnstrumant 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 m the Umted States mml, postage prepmd, 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 Big Brothers, Big Sisters of Denton
Attn C~ty Manager Attention Director
215 E McKarmey 1114 Dallas Drive
Dertton, TX 76201 Denton, TX 76201
Either party may change ~ts mmlmg address by sending notice of change of address to the other
at the above address by certffiad mml, 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 part,es, bank, trust company or other
financial ~nst~tut~on w~thout the prior written approval of City
B If any promslon ofth~s Agreement is held to be invalid, illegal, or unenforceable, the
remalmng 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 OrganlzaUon hereunder, or any other act or fmlure of
City to insist in any one or more instances upon the terms and condatlons of this Agreement consti-
tute or be construed m any way to be a wmver 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 m any manner ~mpmr or prejudice any right, power, pnmlege, or remedy avmlable to City
to enfome ~ts rights hereunder, which rights, powers, pnmleges, or remedies are always specifically
preserved No representative or agent of City may wmve the effect ofth~s 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 occumng during the term of this Agreement, or subsequent
thereto, have any legal fome 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 d~sagreement or d~spute should arise between the pames hereto pertmmng
to the ~nterpretatton or meamng of any part ofth~s Agreement or ~ts governing rules, codes, laws,
ordinances, or regulations, C~ty as the party ultimately responsible for matters of comphance, w~ll
have the final authority to render or to secure an interpretation
F Thru Agreement shall be interpreted m accordance w~th the laws of the State of Texas and
venue of any ht~gat~on concerning th~s Agreement shall be ~n a court o f competent junsdmt~on s~thng
~n Denton County, Texas
IN WITNESS WHEREOF, the. pgrges do hereby affix their stgnatures and enter ~nto th~s
Agreement as of the /~/t day ofl~.~, 2001
CITY OF DENTON, TEXAS
Y MANAGER
ATTEST
BY ~'-~'~-_l ~
BIG BROTHERS, BIG SISTERS
OF DENTON
D~rector -- '~
ATTEST
BY
ORGANIZATION SECRETARY