19-005SALegaROur D,%cuments\Ordinances\l 90enton County 1'riend ofthe Faniflydoc
69 LWO I rj I Q W B i M L, WAI I K 0 fa 0 d
WHEREAS, the City Council desire to support Denton County Friends of the Family to
provide the Black History Program which is a local event for the public, where proceeds from
the event support Denton County services for victims of sexual and domestic violence; and
WHEREAS, the City Council of the City of Denton ("City") finds it is in the public
interest, and serves a municipal and public purpose to enter into an agreement with the Denton
County Friends of the Family for the purpose of increasing awareness about sexual and
domestic violence and enhancing services to victims of sexual and domestic violence; NOW,
THEREFORE,
SECTION I . The findings set forth in the preamble of this Ordinance are incorporate,il
by reference into the body of this Ordinance as if fully set forth herein.
SECTION 2, The Service Agreement ("Agreement") between the City of Denton and
the Denton County Friends of Family attached hereto, and made a part hereof by reference, is
hereby approved.
SECTION 3. The City Manager, or his Designee, is hereby authorized to execute the
Agreement on behalf of the City of Denton. The City Manager is hereby further authorized t'*
carry out the City's rights and duties under this Agreement, including the authorization for thi
expenditure of Council Contingency Funds provided for in this Agreement.
SECTION A. This Ordinance shall become effective immediately upon its passage and
approval,
The motion to approve this Ordinance was made by
and
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seconded by This Ordinance was passed and approved
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by the following vote -0-1:
Aye Nay Abstain Absent
Chris Watts, Mayor: V11
Gerard Hudspeth, District 1:
Keely Briggs, District 2: t. ...........................
Don Duff, District 3:
SALegal\Our Documents\Ord inances\1 9\Denton County Friend of the Family.doc
John Ryan, District 4:'
Deb Armintor, At Large Place 5: f
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the JK day of 20M
Fa �'
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Cl ].] Y" ATTS, MAYOR,
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARO LEAL, CITY ATTORNEY,,
BY: YIP
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON COUNTY FRIENDS OF THE FAMILY
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 Denton County Friends of the Family, a
Texas non-profit corporation, hereinafter referred to as "Friends
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 Friends
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 follows:
I. SCOPE OF SERVICES
Friends 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 will be for the purpose of paying expenses for the Black History
Month Program,
II. OBLIGATIONS OF FRIENDS
In consideration of the receipt of funds from City, Friends agrees to the following terms and
conditions:
A. Nine Hundred Fifty Dollars and no/100 ($950.00) shall be paid to Friends by City to
be utilized for the purposes set forth in Article I.
B. Friends will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Friends will permit authorized officials of City to review its books at any time.
D. Upon request, Friends will provide to City its Bylaws and any of its rules and
regulations that may be relevant to this Agreement.
E. Friends will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
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HAContract - Denton County Friends of Family- Black History Program. doc
F. Friends will appoint a representative who will be available to meet with City officials
when requested.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Friends within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2019, unless the contract is sooner terminated under Section VII " Termination".
IV. PAYMENTS
A. PAYMENTS To FRIENDS. City shall pay to Friends the sum specified in Article II after
the effective date of this Agreement.
B. EXCESS PAYMENT. Friends 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 Friends; 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
Friends agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Friends agrees to make available its bank statements for
review by City at City's discretion. In addition, upon request, Friends agrees to provide City the
following data and reports, or copies thereof:
A. All external or internal audits. Friends shall submit a copy of the annual independent
audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C, An explanation of any major changes in program services.
D. To comply with this section, Friends 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. Friends record system shall contain sufficient documentation to
provide in detail full support and justification for each expenditure. Friends agrees to retain all
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books, records, documents, reports, and written accounting procedures pertaining to the services
provided and expenditure of funds under this Agreement for five years.
E. Nothing in the above subsections shall be construed to relieve Friends of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. MEETINGS
Upon request, minutes of all meetings of Friends 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 Friends violates any covenants,
agreements, or guarantees of this Agreement, the Friends insolvency or filing of bankruptcy,
dissolution, or receivership, or the Friends 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.
VIII 1 t '!L Af,_OPPOK UNITY AND COMPLIANCE 1I II LAWS
A. Friends shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Friends 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 Friends non-compliance with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Friends may be barred
from further contracts with City.
IX. WARRANTIES
Friends 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 Friends 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 Friends.
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HAContract - Denton County Friends of Family -Black History Prograni.doc
C. No litigation or legal proceedings are presently pending or threatened against Friends.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Friends is doing business or with the provisions of any existing indenture or agreement of
Friends.
E. Friends 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 Friends 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 Friends
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. 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 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. Friends shall notify City of any changes in personnel or governing board composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Friends 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 Friends or 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 Friends, its officers, employees, agents,
subcontractors, licensees and invitees.
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XII. CONFLICT OF INTEREST
A. Friends covenants that neither it nor any member 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. Friends 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. Friends further covenants that no member of its governing body or its staff,
subcontractors or employees shall possess any interest in or use their position for a purpose that is or
gives the appearance of being motivated by desire for private gain for themselves, or others;
particularly those with which they have 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 approval of the undertaking or carrying out
of this Agreement shall participate in any decision relating to the Agreement which affects their
personal interest or the interest in any corporation, partnership, or Friends in which they have 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, return receipt requested,
or via hand -delivery or facsimile, addressed to Friends or City, as the case may be, at the following
addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
FRIENDS
Toni Johnson -Simpson
Executive Director
P.O. Box 640
Denton, TX 76202-0640
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. Friends 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.
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HAContract m Denton County Friends of Family -Black History Program.doc
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 Friends 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 Friends. 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.
1N WITNESS W[11M.,REOF, the Parties coo hereby aflix tllcir signatures and enter into this
Agreement as of the "���` ��_ day of � � � �� ,��, 20 19.
ATTEST;
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARQN, LEAL, CITY ATTORNF�Y
CITY OF DENTON
'ODD HILEMAN, CITY MANAGER
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