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18-1185s:\legal\our documents\ordinances\18�Serv agr cumberland childrens home.docx ORDINANCE NO. 18-1185 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND CUMBERLAND CHILDREN'S HOME; 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 Cumberland Children's Home, 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: SECTIONwwwl . 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. SECTIONwww2. 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. The ��tic�� to ��c�� this Ordinance was made by ��'�� l"��,� and ______ .. seconded bY _._.�� ....��"��,�.,,. , �:1�� u��ar��.c:: � � ��a�� c� ;��ca��c� l�� a�ll�.��i�� °��°�� [ � .... � ��..� � Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Abstain Absent s:\legal\our documents\ordinances\18\serv agr cumberland childrens home.docx PASSED AND APPROVED this the �_ a�� day of �� , 2018, _ .. _ . � � � ,, x � �� r�� .4 �� d6. " +°�� :�.��' �h,w r �� , _ . . �,�..�"� ........._ �, . ... ..._.....____......�wm, �N1�1.�[�"4��; � -f'�, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : ,��f'f��VED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY : Page 2 s:\legal\oue documents�contracts\1 B�Serv agr-cumberland childrens home.doc _� 3IC��l�:� � �►� I �1►Y+Y � 1 1 � . .�1 � '� ' � 1 1 '� 1 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 Cumberland Children's Home, a Texas non-profit corporation, hereinafter referred ta as "Cumberland". 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 Cumberland's general expenses; 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 fallaws: I. SCOPE OF SERVICES Cumberland shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: C� The funds being provided will be for the purpose of paying expenses relating to Residential II. ��:f1��'��"�C��" �I^" �'�J��:�� In consideration of the receipt of funds from City, Cumberland agrees to the following terms and conditions: A. One Hundred Dollazs and no/ 100 ($100.00) shall be paid to Cumberland by City to be utilized for the purposes set forth in Article I. B. Cumberland will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Cumberland will permit authorized afficials of City to review its books at any time. D. Upon request, Cumberland will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Cumberland will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Cumberland will appoint a representative who will be available to meet with City officials when requested. Page 1 of 6 s:\legal\our documentslcontracts118�serv egr�umberland childrens home.doc III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Cumberland 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 Terminatian". IV. PAYMENTS A. PAYMENTS TO Cumberland. City shall pay to Cumberland the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Cumberland shall refund to City within ten (10) warking 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 Cumberland; 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 Cumberland agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Cumberland agrees to make available its bank statements for review by City at City's discretion. In addition, upon request, Cumberland agrees to provide City the following data and reports, or copies thereof: A. All extemal or internal audits. Cumberland shall submit a copy of the annual independent audit to City within ten (10) days af receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Cumberland 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. Cumberland's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Cumberland agrees ta 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. Page 2 of 6 s:llegel\our documentslcontrects\l8lserv agr�umberland childrens home.doc E. Nothing in the above subsections shall be construed to relieve Cumberland of responsibility for retaining accurate and current records that clearly reflect the level and beneiit of services provided under this Agreement. VI. MEETINGS Upon request, minutes of all meetings of Cumberland'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 Cumberland violates any covenants, agreements, or guarantees of this Agreement, the Cumberland's insolvency or filing of bankruptcy, dissolution, or receivership, or the Cumberland'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 pazagraph. VIIL ,�%��., C�k'�"�.�"IT��I�"�""�c' �ND COMPLIANCE WITH LAWS A. Cumberland shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Cumberland 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 Cumberland's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Cumberland may be barred from further contracts with City. IX. WARRANTIES Cumberland 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 without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Cumberland 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 Cumberland. C. No litigation or legal proceedings are presently pending or threatened against Cumberland. Page 3 of 6 s:\lega�our documents�coniracts\18�Serv a�-cumberland childrens home.doc D. None of the provisions herein contravenes or is in conflict with the authority under which Cumberland is doing business or with the provisions of any existing indenture or agreement of Cumberland. E. Cumberland 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 Cumberland aze subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Cumberland to City. Each of these representations and warranties shall be cantinuing and shall be deemed to have been repeated by the submission of each request for payment. X. �"p:.��N�� :� ��I��9T.��i''�11"T"� 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 pravide 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 ta 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 regulatian. C. Cumberland shall notify City of any changes in personnel or goveming board composition. XI. INDEMNIFICATION To the extent authorized by law, the Cumberland 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 chazacter, arising aut of ar in connection with the performance by the Cumberland or those services contemplated by this Agreement, including all such claims or causes of action based upan common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent oe intentional acts of Cumberland, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT _OF INTEREST A. Cumberland covenants that neither it nor any member of its governing bady presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance af services required to be performed under this Agreement. Cumberland further Page 4 of 6 ........ ,_. ........_._ ..........,... ...,,,.,..�.,�„m�.�.w ��,�..,�... . a.�,,,��,�,�,,. .. ..... ....�ww�«w,ww,w��,w ��oo:�:uuuuJUJUJ�w�.wowoowmam�aµ000i w ��uuumwwoiwoi�woomuoowawwio wW�ww�q�� . s:\legel\our documents\contracts118�serv agr-cumberland childrens home.doc covenants that in the performance of this Agreement, na person having such interest shall be employed or appointed as a member of its goveming bady. B. Cumberland further covenants that no member of its governing body or its staff, subcontractars 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 himselflherself, or others; particularly those with which he/she has family, business, or other ties. C. No afficer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval af the undertaking or cazrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corparation, partnership, or Cutnberland 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 af 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 Cumberland or City, as the case may be, at the following addresses: CITY City of Dentan, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 u : ;ii/��i 7 Dr. Jennifer Livings Interim President PO Drawer G Dentan, TX 76202 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. Cumberland shall not transfer, pledge or otherwise assign this Agreement ar any interest therein, ar any claim arising thereunder to any party or parties, bank, trust company or other financial institution withaut the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, ar unenforceable, the remaining provisions shall remain in full force and effect and continue to confarm ta the original intent of both parties hereto. C. In no event shall any payment to Cumberland hereunder, or any other act or failure of City to insist in any ane 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 may then or subsequently be committed by Cumberland. Neither shall such payment, act, or Page 5 of 6 s:�egal\our documents\contrects\18lserv egr�umberland childrens home.doc 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 ��r�t�� do hereby affix their signatures and enter into this Agreement as of the �, �� da of �� _ m� 2018. ..��,��" � Y . .� ' CITY OF DENTON ,�._... �. � .�,�.. .�, �� .........�� TODD HILEMAN, CITY MANAGER�mmm�� m� ATTEST: JENNIFER WALTERS, CITY SECRETARY BY ��IT�� . . ��.�.� AP� �}�T� �.� TO LEGAL FORM: AARON LEAL, CITY ATTORNEY �� A��„, �� BY: w,��d CUMBERLAND CHILDREN'S HOME BY: �� `�� ........... ..�...... DR. ��.W. � ,��1 �� ..��. ��"� �� ,�� 1"C��-��"�I q��i��;��" Page 6 of 6