2017-149S:\Legal\Our Documents\Ordinances\l7\sery agr-Denton Supportive Housing Pilot Ord, doc
ORDINANCE NO, 2017-149
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS, AND DENTON SUPPORTIVE HOUSING
PILOT AT UNITED WAY OF DENTON COUNTY, INC.; PROVIDING FOR THE
EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Denton Supportive Housing Pilot at United Way of Denton County, Inc.,
which is attached hereto and made a part hereof by reference (the "Agreement"), serves a
municipal and public purpose and is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTIwONwww 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 herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement and to carry out the duties and responsibilities of the City under the Public Service
Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3, This Ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of� 2017.
ClJIZ ',' WATTS, , MAYOR ......
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ..
APPR '1 AITT LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, EXAS AND
DENTON SUPPORTIVE HOUSING PILOT
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule
Municipal Corporation, hereinafter referred to as "City", and Denton Supportive housing Pilot, at
llnited Way of Denton County, Inc., a Texas Non -Profit Corporation, hereinafter referred to as
"Pilot."
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided Rinds in its budget for the purpose of
paying for contractual services; and
WHEREAS, this Agreurnent serves a valid municipal and public purpose and is in the public
interest;
NOW, THERE ORE, the parties hereto mutually agree as follows:
I. SCOPk. OF SI311VICES
Pilot shall, in a satisfactory and proper manner, perform the following tasks, for which the
monies provided by City may be used:
The funds being provided shall be used by Pilot for the purpose of care packages (trash bags,
paper towels, toilet paper, cleaning supplies, grooming products) for veterans that obtain housing
after experiencing street homelessness.
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In consideration of the receipt of funds from City, Pilot agrees to the following terms and
conditions:
A. Two Hundred Dollars and no/1 00 ($200,00) shall be paid to Pilot by City to be utilized for
the purposes set forth in Article 1.
B, Pilot will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Pilot will permit authorized officials of'City to review its books at any time.
1). Upon request, Pilot will provide to City its By haws and any of its rules and regulations
that may be relevant to this Agreement.
Fi. Pilot will not enter into any contracts that would encumber City funds for a period that
would extend beyond the term ofthis Agreement.
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F. Pilot will appoint a representative who will be available to meet with City officials when
requested,
G. Pilot will submit to City copies of year-end audited financial statements,
111, TIME OF PE FORMANCE
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The services funded by City shall be undertaken and completed by Pilot within the following
time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2017 unless the contract is sooner terminated under Section VE "Suspension or Termination".
IV. PAYMENTS,,
A, PAYMENTS 'r® PILOT. City shall pay to Pilot the sum specified in Article 11 after the
effective date of this Agreement,
13, H'XCLSS PAYMENT, Pilot 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:
1) has resulted in overpayment to Pilot; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure,
V. EVALUATION
Pilot agrees to participate in an implementation and maintenance system whereby the services
can be continuously monitored. Pilot agrees to make available its financial records for review by
City at City's discretion, In addition, Pilot agrees to provide City the following data and reports, or
copies thereof.
A. All external or internal audits. Pilot shall submit a copy of annual independent audit to
City within ten (10) days of receipt.
B, All external or intrTnal evaluation reports.
C. An explanation of any major changes in program services,
D, To comply with this section, Pilot agrees to maintain records that will provide accurate,
current, separate, and complete disclosure of the status of funds received and the services performed
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under this Agreement. The record system or Pilot shall contain sufficient documentation to provide
in detail full support and justification for each expenditure. Pilot 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.
I;. Nothing in the above subsections shall be construed to relieve Pilot of responsibility f'or
retaining accurate and current records that clearly reflect the level and benefit of services provided
under this Agreement.
Vl. D1RLCTORS' EETINGS
During the term. o f this Agreement, Pilot shall deliver to City copies of all notices of meetings
of its Board of Directors, setting forth the time and place thereof wherein this program is a part ofthe
subject matter of the meeting. Such notice shall be delivered to City in a timely manner to give
adequate notice, and shall include an agenda and a brief description of the matters to be discussed.
Pilot understands and agrees that City's representatives shall be afforded access to all meetings of its
Board of Directors.
Minutes of all meetings of Pilot' governing body shall be available to City within ten (10)
working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if Pilot violates any covenants, agreements,
or guarantees of this Agreement, the Pilot' insolvency or fling of bankruptcy, dissolution, or
receivership, or the Pilot' 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.
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A. Pilot shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations.
B. Pilot 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.
C. In the event of noncompliance by Pilot with the nondiscrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Pilot may be barred
from further contracts with City.
1X, WARRANf.iI:S
Pilot represents and warrants that;
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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.
R. Any supporting financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Pilot on the date shown on
said 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 Pilot.
C. No litigation or legal proceedings are presently pending or threatened against Pilot,
D. None of the provisions herein contravenes or is in conflict with the authority under
which Pilot is doing business or with the provisions of any existing indenture or agreement of Pilot.
1✓. Pilot 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.
F. None of the assets of Pilot 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
Pilot 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. Cl1ANGES AND AM1:M)MENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both paries, except when the terms of this Agreement expressly
provide that another method shall be used.
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:. Pilot shall notify City of any changes in personnel or governing board composition.
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XI. INDEMNIFICATION
To the extent authorized by law, the Pilot agrees 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 in connection with the
performance by the Pilot or those services contemplated by this Agreement, including; all such claims or
causes of action based upon common, constitutional or statuto►y law, or based, in whole or in part, upon
allegations of negligent or intentional acts of Pilot, its oftieers, employees, agents, subcontractors,
licensees and invitees.
Xit. ('ONI,L.IC'1' O1' 1N'1'I'.IdEiS'I'
A. Pilot covenants that neither it nor any rncmber of its governing body presently has any
interest, direct or indirect, which would conflict in any manner or degree with the performance of
services required to be performed under this Agreement, Pilot further covenants that in the
performance of this Agreement, no person having such interest shall be employed or appointed as a
member of its governing body.
B. Pilot further covenants that no member of its governing body or its staff, subcontractors or
employees shall possess any interest in or use .his/her position for a purpose that is or gives the
appearance of being motivated by desire for private gain for himself/herself, or others; particularly
those with which he/she has family, business, or other ties.
C. No officer, member, or employee of City and no rncmber of its governing body who
exercises any function or responsibilities in the review or approval of the undertaking or carrying out
of this Aggeement shall participate in any decision relating to the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association in which he has direct
or indirect interest.
X111. NOTICE:
Any notice or other written instrument required or permitted to be delivered Mulder 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 or facsimile, addressed to Pilot or City, as the case may be, at the following
addresses:
CiTY L)T'NTON SUPPORTIVE HOUSING P[l,o"f
City of Denton, Texas Courtney Cross
Attn: City Manager Community Impact .Coordinator
215 E. McKinney Homeless Initiatimes .
Denton, TX 76201 United Vijay of Denton County, Inc,
Fax No, 940.349.8591 1314'1'easley Lane
Denton, TX 76205
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Either party may change its mailing address by sending notice of change of address to the other at the
above address by certified mail, return receipt requested.
XIV, MISCELLANEOUS
A. Pilot 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 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 Pilot 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 of covenant or default which may then or
subsequently be committed by Pilot. Neither shall such payment; act, or omission in any manner
impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights
hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No
representative or agent of City may waive the effect of this provision.
1). This Agreement, together with referenced exhibit's and attachments, constitutes the entire
agreement between the parties hereto, and any prior agreement, assertion, statement, understanding,
or other commitment occurring during the term of this Agreement, or subsequent thereto, have any
legal force or effect whatsoever, unless properly executed in writing, and i f'appropriate, recorded as
an amendment of this Agreement.
E,, This Agreement shall be interpreted in accordance with the laws of the State of Texas and
venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting
in Denton County, Texas,
l
I
I I'N�hereby nftix their signatures and enter into this
Aiucerr�I,� S "� � dayt�as ies cloh
as of >i .. .....r.... m 20 17.
CITY OF OENTON, "1'"E AS
TODD AN, CITY MANAGER
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ATTEST:
JENNIFER WAL PERS, CITY SECRETARY
BY;
,AFP OED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
�� .
BY: 5
ATTEST:
BOARD S CR. TARP
p I-NTON SUPPORT] VFHOUSING PILOT
I I T«lI: "ROSS
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