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
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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
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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
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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
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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
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