2001-403AN ORDIHANCE OF T~ CITY OF DE~ON AUTHO~G A SERVICE AG~E~NT ~
TH~ ~O~T OF $3,200 00 B~T~EN THE CITY OF D~NTON, TE~S ~ DENTON
CO~Y HISTO~C~ ~SE~, ~C, PROVinG FOR THE E~E~I~ OF ~S
THE~FO~, ~ PROVID~G FOR ~ EFFECTIVE DATE
~E~AS, ~e Denton Co~ H~stoncal Muset~, Inc se~es ~ lmpo~t pubhc p~ose
by provld~g musem pro.ms that ~e open to ~e public w~ch reqmre adequate Mvems~ng ~
more ~lly descnbed m the a~eement mentioned below (~e "Pro~m"), ~d
~E~AS, ~e C~ty Co.cfi of~e C~ty of Denton hereby finds that the Proem ~d ~e
a~eement be~een the Denton Co~ty H~stoncal Museum, Inc attached hereto ~d made a p~
hereof by ref~ence (the "A~eement") se~e a m~lc~pal ad public p~ose ~d the A~eement ~s
~n ~e pubhc mterest, NOW, THE~FO~,
THE CO~CIL OF THE CITY OF DENTON HE.BY O~S
SECTION 1 ~e findings set fo~ m ~e pmmble of this ord~n~ce ~e ~nco¢orated by
reference into ~e body of ~lS ordln~ee as ff fully set forth here~n
SECTION 2 The City M~ager, or h~s desk.ce, ~s hereby authorized to execute the
A~eement ~d to e~ out the duties ~d responsibilities of the City ~d~ the A~eement,
including ~e expen~t~e of f~ds as prowded m the Agreement The prior s~ng of ~e
A~eeme~t by ~e C~ty M~ager ~s h~eby ratified
SECTION 3 T~s ordm~ce shall become effective ~mmed~ately upon its passage ~d
approval
,/~
PASSED ~ ~PROVED thru ~e /~ day of~, 2001
EUL~ BROCK, MAYOR
ATTEST
JE~ER ~TER~, ~ITY SEC~T~Y
BY ~/
2001-2002 SERVICE AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
DENTON COUNTY HISTORICAL MUSEUM, INC
This Agreement is hereby entered into by and between the C~ty of Denton, Texas, a Home
Rule Mtmm~pal Corporatmn, hereinafter referred to as "C~ty", and Denton County H~storical
Museum, Inc, a non-profit eorporatmn, here~nafier referred to as "Organization",
WHEREAS, C~ty has determmed that Organization performs an ~mportant pubhc servme for
the remdents of Denton w~thout regard to race, rellg~on, color, age or natmnal origin, and
WHEREAS, City has determined that the proposal for services merits assistance and can
prowde needed servmes to c~t~zens of C~ty and has prowded fimds m ;ts budget for the purpose of
paying for contractual services,
NOW, THEREFORE, the part,es hereto mutually agree as follows
I SCOPE OF SERVICES
Orgamzat~on shall m a satisfactory and proper manner perform the following tasks, for which
the momes prowded by C~ty may be used
Prowde advertising for museum programs that are open to the pubhc as more fully described
in Exhibit "A" attached hereto and made a part hereof by reference
II OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from C~ty, Organization agrees to the following terms
and conditions
A Three Thousand Two Hundred Dollars ($3,200) may be prod to Organization by C~ty to
be expended by the Orgamzat~on to fund d~rect program expenses as prowded ~n Exhibit "A" and
for no other purpose
B The Organization will estabhsh, operate, and mmntmn an account system for these funds
th~s program that will allow for a tracmg of funds and a review of the spemfic expemhtures for whmh
the funds were utthzed
C The Organization w~ll permit authorized officials of C~ty to rewew ~ts books at any t~me
D The Organization will reduce to writing all of~ts roles, regulations, and pohc~es and file a
copy w~th C~ty's Hotel/Motel Committee staff hmson along w~th any amendments, adtht~ons, or
rews~ons whenever adopted
E The Orgamzat~on will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of th~s Agreement
F As funds are expended, the Organization will provide documentation ~n the form of
cancelled, checks and corresponding receipts detmhng expenditure
G The Organization will appoint a representative who will be avmlable to meet with C~ty
officials when requested
H The Organization will mdemmfy and hold harmless C~ty from any and all claims and stats
arising out of the aet~wtles of Orgamzat~on, ~ts employees, and/or contractors
I The Organization will submit to City cop~es 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 is sooner tenmnated under
Section VII "Suspension or Termmat~un"
IV .PAYMENTS
A PAYMENTS TO ORGANIZATION Clty shall pay to Orgamzatlon a maximum amount of
money not to exceed Three Thousand Two Hundred Dollars ($3,200) for services rendered under
this Agreement City will pay these funds upon receipt of an invoice from the Orgamzat~on
B EXCESS PAYMI~NT Organization shall refund to City w~than ten (10) work~ng days of City's
request, any sum of money wlueh has been paid by City and which C~ty at any t~me thereafter
determines
l) has resulted m overpayment to Organization, or
2) has not been spent strictly in accordance w~th the terms ofth~s Agreement, or
3) as 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 prowslon of a correspondmg level of performance C~ty
hereby reserves the right to reappropnate or recapture any such under expended funds IfC~ty finds
that Orgamzatlon is unwflhng and/or unable to comply with any of the terms ofth~s Contract, C~ty
may require a refund of any and all money expected pursuant to th~s contract by Organazatlon, as
well as a~ty remalmng unexpended funds which shall be refunded to C~ty w~thln ten working days of
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a wmten not~ce to organization to revert these financial assets The reversion of these financial
assets shall be m adthtlon to any other remedy available to C~ty 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 t~me period covered by the last invoice representing
final expendature of funds under this Agreement, wlthm fifteen (15) working days following the
close of the contract period Orgamzatlon shall utilize the form agreed upon by C~ty and
Organization
V EVALUATION
Organization agrees to participate in an lmplementat~on and maintenance system whereby the
services can be continuously monitored Organization agrees to make av/ulable ~ts fmanclal records
for review by City at City's discretion In addition, Organlzat~on agrees to provide C~ty the
following, data and reports, or copies thereof
A All external or internal and~ts Organization shall submit a copy of the annual independent
audit to City wlthm ten (10) days of receipt
B All external or internal evaluation reports
C Quarterly performance/beneficiary reports to be submitted ~n January, April, July and
September, to include the following data number of persons served, number of households served,
race, lncc~me, female head of household, dlsabdltles and other information ~f requested by City
Organization will provide the above Information on beneficiary report form provided by City
Quarterly beneficiary reports shall be submitted to the Hotel/Motel Committee staffhalson wlttun 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 fmancaal
statements m January, April, July, and September Each statement shall ~nclude 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 Hotel/Motel Committee
staff h/uson wlthm 15 workmg days after the quarter has been completed
E An explanation of any major changes in program services
F To comply w~th this section, Orgamzatlon agrees to mmntmn records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
performed under this Agreement Organlzat~on's record system shall contmn sufficient
documentation to promde m detml full support andjustfficatlon for each expenditure Organization
agrees to,ret/un all books, records, documents, reports, and written accounting procedures pert/umng
to the services provided and expenditure of funds under this Agreement for five years
G Nothing ~n the above subsections shall be construed to reheve Orgamzatton of
responsibility for mtmnmg accurate and current records that clearly reflect the level and benefit of
services prowded under th~s Agreement
VI DIRECTORS' MEETiNGS
Dunng the term ofth~s Agreement, Organization shall dehver to C~ty cop~es of all notmes of
meetings of ~ts Board of Directors, settmg forth the time and place thereof Such not, ce shall be
dehvered to City m a t~mely manner to g~ve adequate not, ce, and shall ~nclude an agenda and a brief
description of the matters to be d~scussed Organization understands and agrees that C~ty's
representatives shall be afforded access to all meetings of ~ts Board of D~rectors
Minutes of all meetings of Organization's governing body shall be avtulable to C~ty within ten
(10) working days of approval
VII SUSPENSION OR TERMiNATION
A The Cxty may termmate thru Agreement for cause ~f the Organization v~olates any
covenants, agreements, or guarantees ofth~s Agreement, the Orgamzat~on's insolvency or fihng of
bankruptcy, dissolution, or rece~vershxp, or the Organization's violation of any law or regulation to
whmh ~t m bound under the terms ofth~s Agreement The C~ty may terminate th~s Agreement for
other reasons not specifically enumerated m th~s paragraph
B The City may terminate th~s Agreement for convemence at any t~me If the C~ty terminates
th~s Agreement for convemence, Organization will be prod an amount not to exceed the total amount
of accrued expenchtures as of the effective date of termination In no event w~ll thru compensation
exceed an amount that bears the same ratio to the total compensation as the sermces actually
performed bears to the total services of Organization covered by the Agreement, less payments
prevmusly made
In case ofsuspenmon, C~ty shall adwse Orgamzatlon, m wrmng, as to conditions precedent to
the resumption of funding and specify a reasonable date for compliance
In case of termination, Organization wxll remit to C~ty any unexpended C~ty funds
Acceptance of these funds shall not constitute a waiver of any clmm C~ty may otherwise have arising
out of this Agreement
VIII EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A Orgamzatlon w~ll submit for C~ty approval, a written plan for comphance w~th the Equal
Employment and Affirmative Action Federal prow s~ons, within one hundred twenty (120) days of
the effective date of th~s Agreement
B Orgamzatlon shall comply with all applicable equal employment opportumty and
affirmatl, 'e action laws or regulations
C Orgamzatlon 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 reqmrements,
the Agreement may be canceled, tenmnated, or suspended in whole or m 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 smd report, and the results of the operation for the period covered by the report, and that
since said data, there has been no matenal change, adverse or otherwise, in the financial condition of
Orgamzatlon
C No litigation or legal proceedings are presently pending or threatened against
Organization
D None of the provisions horeln 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 th~s 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
X CHANGES AND AMENDMENTS
A Any alterations, ad&t~ons, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of th~s Agreement expressly
prowde that another method shall be used
B Organization cannot slgmfieantly change the nature, intent, or scope of the program
funded under this Agreement wxthout the prior written approval of the C~ty
C It is understood and agreed by the parties hereto that changes in the State, Federal or
local laws or regulatmns pursuant hereto may occur dunng the term ofth~s Agreement Any such
modifications are to be automat~eally incorporated ~nto th~s Agreement w~thout written amendment
hereto, and shall become a part of the Agreement on the effective date specffied by the law or
regulation
D Orgamzatmn agrees to notify Cay 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 Orgamzatlon shall notify C~ty of any changes ~n personnel or govermng board
composition
F It is expressly understood that the transfer of funds between or among programs of the
Organlzatlon will not be permitted
XI. INDEMNIFICATION
A It is expressly understood and agreed by both parties hereto that City ~s
contracting with Organization as au independent contractor and that as such, Organization
shall save and hold City, its officers, agents and employees harmless from all habfl~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 m whole or m part from the
performance or om~ss~on of any employee, agent or representative of Organization
B Orgamzation agrees to provide the defense for, and to mdemmfy and hold
harmless City ~ts agents, employees, or contractors from any and all claims, suits, causes of
action, demauds~ 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
XlI INSURANCE
A Organization shall observe sound business practmes with respect to provtd~ng such bonding
and insurance as would provide adequate coverage for servmes offered under this Agreement
6
B The premises on and an wluch the activities described ~n Section I are conducted, the
employees conducting these act~vat~es, shall be covered by premase habahty ansurance, commonly
referred to as "Owner/Tenant" coverage w~th C~ty named as an add~tmnal ~nsured Upon request of
Orgamzat~on, Caty may, at ~ts sole thseret~on, approve alternate ~nsurance coverage arrangements
C Orgamzataon will comply wath apphcable workers' compensataon statutes and wall obtmn
employers' hablhty coverage where avmlable and other appropriate habthty coverage for program
part~mpants, af apphcable
D Organazataon wall mmntaln adequate and continuous habdaty ansurance on all vehicles
owned, leased, or operated by Organ~zataon All employees of Organ~zataon who are required to
drive a vehmle m the normal scope and course of thear employment must possess a vahd Texas
Driver's hcense and automobile habflaty Insurance Emdence of the employee's current possessaon of
a vahd hcense and ~nsurance must be mamtmned on a current basis an Orgamzatlon's files
E Actual losses are not covered by insurance as required by th~s Section are not allowable
costs under ttus Agreement, and remain the sole responsibility of Orgamzataon
F The pohcy or pohcleS of insurance shall contain a clause whmh reqmres that C~ty and
Orgamzataon be notafied in writing of any cancellation or change ~n the pohcy at least thirty (30)
days prior to such change or cancellataon
XIII CONFLICT OF INTEREST
A Orgamzatton covenants that neither ~t nor any member ofats govemang body presently has
any anterest, direct or mdarect, whmh would conflict an any manner or degree wath the performance
of servmes reqmred to be performed under thas Agreement Organazat~on further covenants that ~n
the performance ofthas Agreement, no person hawng such antemst shall be employed or appointed as
a member of ats governing body
B Organazataon further covenants that no member of ~ts govermng body or ats staff,
subcontractors or employees shall possess any anterest an or use has/her pomt~on for a purpose that as
or gtves the appearance ofbemg motivated by desire for private gain for himself/herself, or others,
partmularly those wath whmh he/she has famdy, bus~ness, or other taes
C No officer, member, or employee of C~ty and no member of its governing body who
exercises any function or responslblhtaes ~n the review or approval of the undertalang or carryang out
of thas Agreement shall part~mpate m any dec~saon relatang to the Agreement whmh affects h~s
personal interest or the interest an any corporation, partnershap, or assomataon in whmh he has d~rect
or ~ndareet interest
XIV NEPOTISM
Organ~zataon shall not employ m any prod capacity any person who ~s a member of the
~mmedmte family of any person who as currently employed by Orgamzat~on, or as a member of
7
Organlza~lon'sgovernlngboard Theterm"memberoflmmedlatefamdy"lncludes wife, husband,
son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent,
step-chdd, 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 McKlnney P O Box 2800
Denton, TX 76201 Denton, TX 76202
Either party may change its mathng address by sending notice of change of address to the other
at the above address by certified mml, return receipt requested
XVI MISCELLANEOUS
A Orgamzatlon 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 prowslon of this Agreement is held to be invalid, illegal, or unenforceable, the
remmmng provisions shall mmmn in full rome and effect and continue to conform to the ongmal
intent of both parties hereto
C In no event shall any payment to Organization hereunder, or any other act or fmlure of
City to insist in any one or more instances upon the terms and conditions of thru 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, in any manner lmpmr or prejudme any right, power, pnvdege, or remedy available to City
to enfome ~ts rights hereunder, which rights, powers, pnvdeges, or remedies are always specifically
preserved No representative or agent of City may waive the effect of this provision
D Tlus 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 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 rules, codes, laws,
ordinances, or regulations, City as the party ultimately responsible for matters of comphance, will
have the final authority to render or to secure an ~nterpretatlon
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 in a court ofcompetentjunsdictlon sitting
in Denton County, Texas
IN WITNESS .VyTI~E~EOF, thg Bar, ties do hereby affix their s~gnatures and enter into this
Agreement as of the /¢~/L day of ~/r2J~, 2001
CITY OF DENTON, TEXAS
M~fHAE~A cFO~DI~~fl'qAGER
ATTEST
JEN~FER WALTERS,~CITY SECRETARY
HERBERT PROUTY, CITY ATTORNEY
DENTON COUNTY HISTORICAL
MUSEUM, INC
Director
BY
ORGANIZATION SECRETARY
The Denton County Historical Museum, Inc.
Texas Heritage Center
Preserving Denton County History Stnce 1979
To Denton City Council
A pomon of the tnx funds w~ll be used to renew advcrtmng m magazines, mctroplex
newspapers, and other travel-relatcd pcnodicals Advenlsmg in conjunction vath Denton
Factory Stores will be used Thc Museum will also produce brochures to be dts~buted by thc
Texas Highway Department at its Visitor Centers at major ports of entry to thc state
AdmlmstraUve expanses are extremely low duc to our solid volunteer base The major special
event will be an exhibit of vintage clothmg and accessories at the Denton Factory Stores for
wluch there w~ll be event expenses for space rental and display materials
Museum adverUsmg, exhlbm and spectal cvcnts promote tourism in several ways An ongomg
functmn of the Museum m malong avmlable to researchers its extensive coHccUon of
genealogical and photographic materials relative to Denton, Denton County and North Texas
Genealogical researchers who stay for several days whtle seekmg information arc frequent
vmtors Recently we have received waters doing research for Texas-based lnstoncal books
Arcluval prcservaUon funds will be used to curate and d~splay materials from an cxtcnstve
collcctmn of artifacts and documents recently donated by a pioneer ranclung farmly of Denton
County A special event scheduled for the Spnng of 2003 should draw fa~hmn students,
collectors of vmtage fasluon, and fashton mdustry members, in addmon to the general public,
who unll come for the spectal shovnng and stay to vat associated cxlubns at the Museum, as
well as, related exhibits such as the Governors' Wtves Gowns exhlbtt at Texas Woman's
Umverstty, among others ,
Chatrm~n. Board of Trustees
58001-35 North Suite 308, Exits 470 & 471 - Denton Factory Stores - Denton, Texas
P O BOx 2800, Denton, Texas 76202, Tcleghone 940-380 0877 Fax 940-380-1699 emad dchmmc~earthhnk net
The Denton County Historical Museum, Inc is a 501 ¢ 3 non profit corporation
Donations are ~x dedu~tlbte - ~onsult your tax e~countant
Home to the largest and most dl~e~e collections relating to Denton County hlstor~