HomeMy WebLinkAbout24-1843ORDINANCENO. 24-1843
AN ORDINANCE OF THE CITY OF DENTON APPROVING AND AUTHORIZING THE
EXECUTION OF AN AGREEMENT BETWEEN THE CITY OF DENTON AND DEMENTIA
FRIENDLY DENTON COUNTY FOR THE EXPENDITURE OF CITY COUNCIL
CONTINGENCY FUNDS IN THE AMOUNT OF ONE HUNDRED FIFTY DOLLARS ($ 150)
IN SUPPORT OF THE ORGANIZATION; AND PROVID[NG AN EFFECTIVE DATE.
WHEREAS, Dementia Friendly Denton County assists the community with training and
guidance to better serve the needs of those who live with dementia and their care partners; and
WHEREAS, Jill Jester, District 6, requested support from available contingency funds to
support Dementia Friendly Denton County; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and Dementia Friendly Denton County, attached hereto and made a part hereof by
reference (the “Agreement”), furthers a charitable cause, economic or community growth, or 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 and hereby ratified.
SECTION 2. The Agreement is hereby approved, and the City Manager, or designee, is
hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the
City under the Agreement, including the expenditure of funds in an amount not to exceed One
Hundred Fifty Dollars ($ 150) in accordance with the terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
It Ing:R:: aaPP"ve Tis ordinance was made by [6a'- J it')skit
The ordinance was passed and approved by the following vote []–a– I.
] and seconded by
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer, District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Jill Jester, At Large Place 6:
,/
. 2024
ATTEST:
LAUREN THODEN, CITY SECRETARY
.*:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY:8::Man KeLLer
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
DEMENTIA FRIENDLY DENTON COUNTY
This Agreement is hereby entered into by and between the City of Denton, a Texas home rule
municipal corporation, hereinafter referred to as “City”, and Dementia Friendly Denton County a
Texas non-profit corporation.
WHEREAS, the City has determined the services provided by Dementia Friendly Denton
County to the citizens of the City merit assistance through the Council Contingency Fund and the
City has provided funds in its budget for such Council Contingency Fund; and
WHEREAS, Jill Jester, District 6, requested support from available contingency funds to
support Dementia Friendly Denton County; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the
public interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I: OBLIGATIONS OF DEMENTIA FRIENDLY DENTON COUNTY
In consideration of the receipt of funds from the City, Dementia Friendly Denton County
agrees to the following terms and conditions:
A. One Hundred Fifty and no/100 ($150.00) shall be paid to Dementia Friendly Denton
County by the City to be utilized for the support of the organization.
B Dementia Friendly Denton County will maintain adequate records to establish that
the City funds are used only for the purposes authorized by this Agreement.
C Upon request, Dementia Friendly Denton County will permit authorized officials of
the City to review its books, financial statements, and records and provide copies of its By-Laws,
rules and regulations, and meeting minutes at any time. Such information shall be made available
within ten (10) business days of such request. All records pertaining to the funds granted hereby
shall be maintained for at least five (5) years after the expiration or termination of this Agreement.
D Dementia Friendly Denton County will not enter into any contracts that would
encumber City funds or the use thereof for a period that would extend beyond the term of this
Agreement.
E Dementia Friendly Denton County will appoint a representative who will be available
to meet with City officials when requested.
F Dementia Friendly Denton County will comply with all applicable federal, State, and
local laws and policies including all applicable equal employment opportunity and affirmative
action laws or regulations. In the event Dementia Friendly Denton County fails to comply, this
Agreement may be canceled, terminated, or suspended in whole or in part, and Dementia Friendly
Denton County may be barred from further contracts with the City.
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G Dementia Friendly Denton County will comply with all applicable federal, state, and
local laws and policies regarding conflicts of interest and will not participate in any transactions or
decisions where such a conflict might exist.
II. TIME OF PERFORMANCE
The term of this Agreement shall commence on the date of the last signature affixed to this
Agreement (the “Effective Date”) and terminate one year from the Effective Date unless the
contract is sooner terminated under Section V “Termination”.
III. PAYMENTS
A PAYMENTS TO DEMENTIA FRIENDLY DENTON COUNTY. City shall pay to
Dementia Friendly Denton County the sum specified in Article I after the Effective Date of this
Agreement.
B EXCESS PAYMENT. Dementia Friendly Denton County shall refund to City within
ten (10) working days of City's request, any sum of money which has been paid by City and which
City at any time thereafter determines: has resulted in overpayment to Dementia Friendly Denton
County; or has not been spent strictly in accordance with the terms of this Agreement; or is not
supported by adequate documentation to fully justify the expenditure.
IV. EVALUATION
Dementia Friendly Denton County agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Dementia Friendly
Denton County maintains records that provide complete and accurate statements as to the status
and use of City funds. In addition, upon request, Dementia Friendly Denton County agrees to
provide the City with the following data and reports, or copies thereof related to this Agreement,
including all external and internal audits. Dementia Friendly Denton County shall submit a copy
of the annual independent audit to the City within ten (10) days of receipt; all external or internal
evaluation reports; and an explanation of any major changes in program services.
V. TERMINATION
The City may terminate this Agreement for cause if Dementia Friendly Denton County
violates any provision of this Agreement, Dementia Friendly Denton County’s insolvency or filing
of bankruptcy, dissolution, or receivership, or Dementia Friendly Denton County’s violation of any
law or regulation to which it is bound under the terms of this Agreement. The City may terminate
this Agreement for other reasons not specifically enumerated in this paragraph, including for
convenience. The Agreement shall immediately terminate upon reasonable notice to Dementia
Friendly Denton County.
VI. WARRANTIES
Dementia Friendly Denton County represents and warrants that:
A. All financial reports, information, reports, records, and data heretofore or hereafter
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requested by City and furnished to City pursuant to this Agreement, are complete and accurate and
fairly reflect the financial conditions of Dementia Friendly Denton County of the date shown on the
financial report, information, data, record, or report, and, since that date, have not undergone any
significant change, adverse or otherwise, without written notice to City.
B. No litigation or legal proceedings are presently pending or threatened against
Dementia Friendly Denton County.
C. None of the provisions herein contravenes or is in conflict with the authority under
which Dementia Friendly Denton County doing business or with the provisions of any existing
indenture or agreement of Dementia Friendly Denton County.
D. Dementia Friendly Denton County 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 this Agreement.
E. Dementia Friendly Denton County does not have any conflicts of interest with
respect to this transaction.
Each of the representations and warranties made by Dementia Friendly Denton County
herein shall be continuing and shall be deemed to have been repeated by the submission of each
request for payment.
VII. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties.
B. 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.
C. Dementia Friendly Denton County shall notify the City of any changes in executive,
managerial, or similar level of personnel or in governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, DEMENTIA FRIENDLY DENTON
COUNTYAGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL
CLAIMS OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER
KIND OR CHARACTER, ARISING OUT OF OR RELATED TO THE PERFORMANCE
BY DEMENTIA FRIENDLY DENTON COUNTYOR THOSE SERVICES
CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR
CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY
LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT
OR INTENTIONAL ACTS OF DEMENTIA FRIENDLY DENTON COUNTY, ITS
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OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES, AND
INVITEES.
IX. 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,
or via hand-delivery, e-mail, addressed to Dementia Friendly Denton County or City, as the case
may be, at the following addresses:
CITY Dementia Friendly Denton County
City of Denton, Texas
Attn: City Manager
215 E. McKinney PO Box 2611
Denton, TX 76201 Denton, TX 76201
sara.hensley@cityofdenton.com
Either party may change its mailing address by sending written notice of change of address to the
other at the above address by certified mail, return receipt requested.
X. MISCELLANEOUS
A. Dementia Friendly Denton County shall not transfer, pledge or otherwise assign this
Agreement or any interest therein, or any claim arising thereunder to any party without the prior
written approval of the City.
B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the
remaining 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 Dementia Friendly Denton County hereunder, or
any other act or failure of City to insist in any one or more instances upon the terms and conditions
of this Agreement constitute or be construed in any way to be a waiver by City of any breach or
default under this Agreement. Neither shall such payment, act, or omission in any manner impair
or prejudice any right, power, privilege, or remedy available to the City to enforce its rights
hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No
representative or agent of the City may waive the effect of this provision.
D. The following sections shall survive the termination of this Agreement: Section I,
Subsections B, C, and E; Section III Subsection B; Section VI Subsection A; Section VIII.
INDEMNIFICATION, and Section IX.
E. This Agreement, together with herein referenced exhibits and attachments, which are
hereby incorporated, constitutes the entire agreement between the parties hereto, and no prior
agreement, assertion, statement, understanding, or other commitment occurring during the term of
this Agreement or subsequent thereto, has 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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F. This Agreement shall be governed by the laws of the State of Texas and venue shall
be and remain in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby each affix their signatures by and through their
respective duly authorized representatives and enter into this Agreement as of the day of
, 2024.
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
___________________________________
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: ________________________________
DEMENTIA FRIENDLY DENTON
COUNTY
________________________
APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
BY:________________________________
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
Jessica Williams
SIGNATURE PRINT NAME
Chief Financial Officer
TITLE
Finance
DEPARTMENT
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17th
September