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18-425s:\legal\our documents\ordinances\18\serv agr-united way-denton co barriers fund ord.doc ORDINANCE NO. 1 g-42 S AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND UNITED WAY OF DENTON COUNTY FOR THE PURPOSE OF EXPENSES RELATED TO DENTON COUNTY BARRIERS FUND; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and the United Way of Denton County, 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: SECTION 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, mmm �_��_ � .. � 2018. PASSED AND APPROVED this the �,�� M day of �� w, C�IlIIC�►1��''G��77 ATTEST: JENNIFER WALTERS, �:��;"�""� SECRETARY : ,��'�'I�� 1��:� AS��"�� LEGAL FORM: r��.) ` �,l ��., CITY ATTORNEY �.�;°� �� „� �� ____"°"-R �' � � �� i� �u�' BY:.a.,��" �- �.� s:\legal\oue documents\contrects\I8�serv age-united way-denton co barriers fund.doc ., . � li � � � `, • , . �j � 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 United Way of Denton County, a not far profit carporatian, hereinafter referred to as "United Way". 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 United Way's general expenses; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFOR�, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES United Way shall, in a satisfactory and proper manner, perfornz the following tasks, for which the monies provided by City may be used: the funds being provided will be for the purpose of paying expenses relating for Denton County Barriers Fund. II. ��C��r�"�`]�i�'� C�� 11m�"��I� "�'�i�'. In consideration of the receipt of funds from City, United Way agrees to the follawing terms and conditions: A. Two Hundred Dollars and no/100 ($200.00) shall be paid ta United Way by City to be utilized for the purposes set forth in Article I. B. United Way will maintain adequate records ta establish that the City funds are used for the purposes authorized by this Agreement. C. United Way will permit authorized officials of City to review its books at any time. D. Upon request, United Way will provide to City its By Laws and any of its rules and regulations that may be relevant ta this Agreement. E. United Way will not enter into any contracts that wauld encumber City funds for a period that would extend beyand the term of this Agreement. F. United Way will appoint a representative who will be available to meet with City officials when requested. Page 1 s:\legallour documents\contracts\18lserv egr-united way-denton co barriers fund,doc III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by United Way within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2018, unless the contract is sooner terminated under Section VII "Suspension or Termination". I; ►. A, PAYMENTS TO UNITED WAY. City shall pay to United Way the sum specified in Article II after the effective date of this Agreement. B. ExcEss Pa,v►vtEtvT. United Way 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 United Way; 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 United Way agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. United Way agrees to make available its bank statements for review by City at City's discretion. In addition, upon request, United Way agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in program services. B. To comply with this section, United Way agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. United Way's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. United Way 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. C. Nothing in the above subsections shall be construed to relieve United Way of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. � s:\legal\oue documents\conlreclsU 8�Serv agr-united way-denton co beericrs fund.doc VI. MEETINGS Upon request, minutes of all meetings of United Way's 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 United Way violates any covenants, agreements, ar guarantees of this Agreement, the United Way's insolvency or filing of bankruptcy, dissolution, or receivership, or the United Way's violation of any law or regulation to which it is bound under the ternis of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. ..��.....�� ....:... _��....___..:�..�__-�_ -_. __ � �........� � � � �.�' VIII �: '�Jt�i 4�� i C�[�. ] l��"i �`�" ��+Jl� % ��@`+�l 1'a�.��C�,�; "'�V��a� �...��'� A. United Way shall comply with all applicable equal emplayment opportunity and affirmative action laws or regulations. B. United Way will fumish all information and reports reyuested by City, and will permit access ta 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 United Way's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, ar suspended in whole or in part, and United Way may be barred fram further contracts with City. IX. WARR.ANTIES United Way 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 withaut written notice to City. B. Any supparting bank statements heretofare requested by City and furnished to City, are camplete, accurate and fairly reflect the financial conditions of United Way on the date shown on said report, and the results of the operatian 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 United Way. Way. C. No litigation or legal proceedings are presently pending or threatened against United � _,_ _. .,,...�..�.�.�.......�..�.�.W.�.._.....e..�._... � � aw .... . uuu N � 19n s:llegal\our documenls\contracts\I8lserv egr-united wey-denton co barriers fund.doc D. None of the provisians herein contravenes or is in conflict with the authority under which United Way is doing business or with the provisions of any existing indenture or agreement of United Way. E. United Way 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 United Way are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by United Way 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. GHANGES 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 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 became a part of the Agreement on the effective date specified by the law or regulation. C. United Way shall notify City of any changes in personnel or goveming baard composition. XI. INDEMNIFICATiON To the extent authorized by law, the United Way agrees to indemnify, hold harmless, and defend the CITY, its off°icers, agents, and employees from and against any and all claims or suits for inj uries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the United Way or thase services contemplated by this Agreement, including all such claims or causes af action based upon common, constitutional or statutory law, ar based, in whole or in part, upon allegations of negligent or intentional acts of United Way, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. United Way covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would canflict in any manner or degree with the performance of services required to be performed under this Agreement. United Way further Page 4 s:\legal\oue documentslcontracts\18lserv age-united way-denton co barrices fund.doc covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its goveming body. B. United Way 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 purpase 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 member of its governing body who exercises any function or responsibilities in the review or appcoval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest ar the interest in any corporation, partnership, or United Way in which he has direct or indirect interest. XIII. 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, retum receipt requested, ar via hand-delivery or facsimile, addressed ta United Way or City, as the case may be, at the fallowing addresses: CITY UNITED WAY City of Denton, Texas Gary Henderson Attn: City Manager President & CEO 215 E. McKinney 1314 Teasley Lane Denton, TX 76201 Denton, TX 76205 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. United Way 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 appraval af City. B. If any pravision of this Agreement is held ta be invalid, illegal, ar 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 United Way hereunder, or any ather act or failure af City to insist 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 waiver by City of any breach of covenant or default which �....... � __ ��W�„��,� rvrv�� s:\legal\our documents�conlrects\18lserv agr-united way-denlon co berriers fund.doc may then or subsequently be committed by United Way. 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. D, This 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 occurring 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. 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. IN WITNESS WHEREOF, the ��a��°��ti:� do hereby affix their signatures and enter into this Agreement as of the m_„��,,�'��. day of � ��"' mw � 2018,� ATTEST: JENNIFER WALTERS, �"��"��""�" SECRETARY : �k�l� '�� '1;�� AS'�i"� LEGAL FORM: AARON LCAL, CITY ATT01`�.�1�"� �� BY: ��s��"��wv�� .� CITY OF DENTON y n� ` � � �,� � � . .�.M_ �. . � ,..�_ �.. � ��.. _ �. �., �. � �`�� .��__....� _�,.m_�.... ._... . .... � � ILEMAN, CITY MANAGER Page 6 : "�',� Y C�.r'�.:��'�, C��"+��ERSON PRESC��l:�1�""X` & CEO