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2001-407SOUTHEAiT DENTON TO DISCUSS CITY OF DENTON PROJECTS THAT WILL HELP THE SOUTHEAST DENTON COMMLrNITY, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Neighbors Involving Community Env,ronments ("NICE") serves an important public purpose by providing a program that consists of holdmg a meeting and droner for residents of Southeast Denton to d,seuss City of Denton projects that will help the Southeast Denton eommumty (the "Program"), and WHEREAS, the C~ty Council of the City of Denton hereby finds that the Program and the agreement between the City and NICE attached hereto and made a part hereof by reference (the "Agreement") serve a mumelpal and public purpose and the Agreement ,s in the public interest, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 The findings set forth an the preamble of this ordinance are incorporated by reference into the body of this ordinance as if fully set forth hereto SECTION 2 The City Manager, or h,s designee, ~s hereby authorized to execute the Agreement and to carry out the duties and responslbflmes of the C,ty under the Agreement, ,neludmg the expenditure of funds as provided in the Agreement SECTION 3 Tlus orchnanee shall become effect,ye ,mmedlately upon its passage and approval EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM 2001-2002 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND NEIGHBORS INVOLVING COMMUNITY ENVIRONMENTS This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Mumcipal Corporation, hereinafter referred to as "City", and Neighbors Involving Commumty Envlroments ("NICE"), a non-profit corporation located m Denton, Texas, 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 palnng 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 Provide for a program that consists of holding a meeting and dinner for residents of Southeast Denton to discuss City of Denton projects that will help the Southeast Denton eommumty (the "Program") II OBLIGATIONS OF ORGANIZATION In eonmderatlon of the receipt of funds from City, Organization agrees to the following terms and conditions A One Thousand Dollars ($1,000 00) may be prod to Organization by City to be expended by the Orgamzataon to fund the Program and for no other purpose B The Organization will establish, operate, and mmntmn an account system for these funds this program that wtll allow for a tracing of funds and a review &the specific expenditures for wluch the funds were utilized C The Organization will permit authorized officials of City to review its books at any time D The Orgamzatton will reduce to writing all of tts rules, regulattons, and pohctes and file a copy with C~ty's Commumty Servtces Dtvlslon along wtth any amendments, additions, or revtstons whenever adopted E The Organtzatton will not enter ~nto any contracts that would encumber City funds for a period that would extend beyond the term of thts Agreement F As funds are expended, the Organlzatton will provtde documentation in the form of cancelled cheeks and corresponding receipts detailing expenditure G The Orgamzatton will appoint a representative who will be available to meet wtth City offictals when requested H The Organazatton will mdemmfy and hold harmless Ctty from any and all chums and suits arismg out of the aet~vtttes of Organtzatton, its employees, and/or contractors I The Organtzat~on will submtt to C~ty copies of year-end audtted financtal statements III TIME OF PERFORMANCE The services funded by Ctty shall be undertaken and completed by Orgamzation wtthtn the followtng ttme frame October 1, 2001 through September 30, 2002, unless the contract ~s sooner terminated under Section VII "Suspenston or Termination" IV PAYMENTS A PAYMENTS TO ORGANIZATION City shall pay to Organ~zatlon a maximum amount of money not to exceed One Thousand Dollars ($1,000 00) for services rendered under tins Agreement City will pay these funds upon receipt of an anvotce from the Organtzatton B ExcI~ss PAYMENT Organtzat~on shall refund to City wtth~n ten (10) working days of City's request, any sum of money whtch has been ptud by City and which Ctty at any ttme thereafter determines l) has resulted tn overpayment to Organtzat~on, or 2) has not been spent strictly an accordance w~th the terms ofth~s Agreement, or 3) ts not supported by adequate documentation to fully justify the expendtture C DEOBLIGATION OF FUNDS/REVERSION OF ASSETS In the event that actual expendttures devtate from Organization's provtsaon of a corresponding level of performance City hereby reserves the right to reappropnate or recapture any such under expended funds IfCtty finds 2 that Orgamzation is unwilhng 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 remoamng unexpended funds which shall be refunded to City within ten worlang days of a written notice to orgamzatlon to revert these financial assets The reversion of these financial assets shall be in adchtion to any other remedy available to City either at law or m 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 lnvome 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 Orgamzation agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored Organization agrees to make avmlable Its financial records for review by City at City's &scretlon In addition, Organization agrees to provide City the following data and reports, or copies thereof A All external or internal au&ts Organization shall submit a copy of the annual independent au&t 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 &spursed funds have been expended and all document submissions are complete as described m Section II above, the Orgamzatlon 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 obligations and begtnmng and ending balances Quarterly financial reports shall be submitted to the Commumty Services Division wItban 15 working days afier the quarter has been completed E An explanation of any major changes in program services F To comply with this section, Organization agrees to mmntam 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 detml full support and justfficatlon for each expenditure Organization 3 agrees to retmn all books, records, documents, reports, and written aecotmtmg procedures pertammg to the services provided and expenditure of funds under this Agreement for five years G Nothing m the above subsections shall be construed to reheve Orgamzat~on of responslblhty for retmnmg accurate and current records that clearly reflect the level and benefit of services prowded under th~s Agreement VI DIRECTORS' MEETiNGS During the term ofth~s Agreement, Organlzat~on shall deliver to City cop~es of all notices of meetings oftts Board of D~rectors, setting forth the time and place thereof Such nottce shall be dehvered to City m a t~mely manner to g~ve adequate notme, and shall include an agenda and a brief description of the matters to be discussed Organ~zation understands and agrees that C~ty's representatives shall be afforded access to all meetings of its Board of D~rectors Minutes of all meetings of Orgamzatlon's governing body shall be avmlable to City w~ttun ten (10) working days of approval VII SUSPENSION OR TERMINATION A The City may terminate this Agreement for cause ~f the Organization wolates any covenants, agreements, or guarantees of this Agreement, the Orgamzat~on's insolvency or filing of bankrupt0y, dassolut~on, or recetversh~p, or the Organazat~on's molat~on of any law or regulation to which ~t is bound under the terms oftlus Agreement The C~ty may terminate this Agreement for other reasons not specifically enumerated in thru paragraph B The City may terminate tlus Agreement for convemence at any t~me If the City 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 will this compensation exceed ma amount that bears the same ratio to the total compensation as the servlCas actually performed bears to the total services of Organization covered by the Agreement, less payments prewously made In ease o f suspension, City shall advise Orgamzat~on, ~n writing, as to conditions precedent to the resumption of funrhng and specify a reasonable date for comphance In case of termmat~on, Orgamzatlon wall remit to City any unexpended City funds Acceptance of these funds shall not constitute a wmver of any clam City may otherwise have anmng out of thru Agreement VIII EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A Organization will stlbmlt for City approval, a wntten 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 B Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations C Organlzat~on 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 w~th 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 m pan, and Orgamzation may be barred f~om further contracts with City IX WARRANTIES ORGANIZATION represents and warrants that A All reformation, reports and data heretofore or hereafter requested by City and furnlshed~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 w~thout written not,ce to City B Any supporting financial statements heretofore requested by City and furnished to C~ty, 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 material change, adverse or otherwise, in the financial condition of Organization C No litigation or legal proceedings are presently pending or threatened agaxnst OrgamzatIon D None of the provisions herein contravenes or is in conflict with the authority under which Organization is doing business or w~th the provisions of any existing mdenmre 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 oftlus Agreement F None of the assets of Orgamzation are subject to any lien or encumbrance of any character, except for current taxes not dehnquent, except as shown in the financial statements furmshed by Orgamzat~on to City 5 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 tbas Agreement expressly provide that another method shall be used B Orgamzatlon cannot significantly change the nature, mtent, or scope of the program funded under this Agreement w~thout the prior written approval of the City C It is understood and agreed by the parties hereto that changes m the State, Federal or local laws or regulatmns pursuant hereto may occur dunng the term of this Agreement Any such modifications are to be automatically m¢orporated 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 Orgamzatlon agrees to notify City of any proposed change in physical location for work performed under fins Agreement at least thirty (30) calendar days m advance of the change E Orgamzat~on shall notify C~ty of any changes in personnel or governing board eomposltiun 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 eontraetor 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 omlas~on 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 admlmstration and lmplementatmn except to the extent caused by the willful act or omission of City, its agents or employees. XII INSURANCE A OrgamzaUon shall observe sound business practices with respect to prowd~ng such bonding and ~nsurance as would promde adequate coverage for services offered under th~s Agreement B The premises on and xn which the actlvmes described ~n Section I are conducted, the employees conducting these activities, shall be covered by premise hainhty ~nsurance, commonly referred to as "Owner/Tenant" coverage with City named as an additional ~nsured Upon request of Organization, C~ty 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 hainhty coverage for program partlclp~ts, if applicable D OrgamzaUon will mmntaln adequate and conUnuous hainhty insurance on all vehicles owned, leased, or operated by Orgamzataon All employees of Organlzat~on who are reqmred to drive a veincle m the normal scope and course of their employment must possess a valid Texas Driver's lmense and antomoblle habthty msurance Ewdence ofthe employee's current possession of a valid license and insurance must be mmnta~ned on a current basis ~n Orgamzatlon's files E Actual losses are not covered by insurance as required by this Section are not allowable costs under this Agreement, and remmn the sole msponslinhty of Organization F The pohcy or pohc~es of insurance shall contain a clause whmh reqmres that City and Organlzagon be notified m writing of any cancellation or change in the policy at least thirty (30) days pno/~ to such change or cancellation XIII CONFLICT OF INTEREST A Organization covenants that neither ~t nor any member of its governing body presently has any ~nterest, d~rect or ~ndlrect, winch would conflict m any manner or degree w~th the performance of services reqmred to be performed under th~s Agreement Organization further covenants that m the perfomaance of this Agreement, no person having such interest shall be employed or appointed as a member of ~ts governing body B Orgamzatlon further covenants that no member of ~ts governing body or Its staff, subcontractors or employees shall possess any interest ~n or use Ins/her pos~Uon for a purpose that ~s or g~ves the appearance of being moUvated by desire tor private gmn for Inmself/herself, or others, partmularly those with which he/she has family, bus~ness, or other t~es C No officer, member, or employee of C~ty and no member of its govermng body who exemlses any fimct~on or responslinht~es in the mwew or approval of the undertaking or carrying out of tins Agreement shall participate in any dec,sion relating to the Agreement which affects his personal interest or the interest ~n an5 corporation, parmersh~p, or assocmtlon ~n winch he has d~rect or md~rect interest 7 X1V NEPOTISM Organization shall not employ m any pad capacity any person who is a member of the immediate fa'nlly of any person who is currently employed by Orgamzatlon, or is a member of Organlzation'sgovomlngboard Thetenn"memberoflmmedlatefamfly"lncludes wife, husband, son, daughter, mother, father, brother, sister, m-laws, aunt, uncle, nephew, meee, step-parent, step-childs half-brother and half-starer XV NOTICE Any notice or other written mstnmaent reqmred 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 United States mil, postage prepad, 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 NICE Attn City Manager Attention Ruby Cole 215 E Mclrdnney P O Box 1743 Denton, TX 76201 Denton, TX 76202 Either party may change ~ts malhng address by sending notice of change of address to the other at the above address by certified mal, return receipt requested XVI MISCELLANEOUS A Organization shall not transfer, pledge or otherwise assign this Agreement or any interest thereto, or any clam ansmg 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 lnvahd, illegal, or unenfomeable, the remamng provisions shall reman in full fome and effect and continue to conform to the ongmal intent of both parties hereto C In no event shall any payment to Orgamzation hereunder, or any other act or failure of City to resist 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 waver by City of any breach of covenant or default which may then or subsequently be committed by Organizat~on Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy avalable to City to enforce ats nghts hereunder, which rights, powers, privileges, or remedies are always specifically preserved No representative or agent of City may wave the effect of this provision ~D Th~s Agreement, together w~th referenced exhibits and attachments, constitutes the entire agreement between the part,es hereto, and any prior agreement, assertion, statement, understanding, or other commitment occumng dunng the term of this Agreement, or subsequent thereto, have any legal rome or efiect whatsoever, unless properly executed ~n writing, and ~f appropriate, recorded as an amendment of this Agreement E In the event any disagreement or d~spute should arise between the part,es hereto pertmmng to the interpretation or meaning of any part of ttus Agreement or ~ts governing roles, codes, laws, ordinances, or regulations, C~ty as the party ultimately responsible for matters of comphance, will have the final authority to render or to secure an mterpretatmon F Ttus Agreement shall be interpreted m accordance with the laws of the State of Texas and venue of any ht~gat~on concerning this Agreement shall be m a court of competent junsd~cUon slttmg m Denton County, Texas 1N WITNESS _W[-I. ~E~EOF, th~p~rt}es do hereby affix their s~gnatures and enter ~nto tbns Agreement as of the ~ day of~_~, 2001 CITY OF DENTON, TEXAS MICT-IAEL~'~ CON~I~K~AGER ATTEST~ JENNIFER WALTERS, CITY SECRETARY NEIGHBORS INVOLVING COMMUNITY ENVIRONMENTS CHAIRPERSON ATTEST BY ORGANIZATION SECRETARY 9