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SECTION,,3. This Ordinance shall become effective immediately upon its passage and
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appraval.
The motion to a rove this ordinance was made by �� �� w�' �'� _°����`� �����.r�
and seconded by e���pp"��� ����_�`/w�__ . l��z;� ordinance was passed and
approved by the following vote [ 7 -�]:.
Aye Nay Abstain Absent
Chris Watts, Mayor: ���
Gerard Hudspeth, District 1: ����
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Keely Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the ����"��, day of ��,����'� "s����'"��������m� e,,, � 2019.
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CHRIS W�-�"'1"�a., ��YOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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BY: ����. ,„��»�:'�.,�d�::..�,w���...�"",:�%�� ..
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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This A�reement is hereby entered inio by and beiween the City of Denton, a.Texas home rule
municipal corporation, hereinafter referred to as "City", and United Way of Denton County, Inc., a
Texas non-proft corporation, hereinafter refei•red to as "United Way".
WH�R�AS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided f�unds in its budget for the United Way's
general expenses; and
WHEREAS, this Agreement serves a valid municipal and public pui•pose and is in the public
interest;
NOW, THERrFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SCRVICES
United Way shall, in a satisfactory and proper manner, per%rm 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 to the United
Way of Denton County Barrier's rund.
II f�C�C�. �fx� l ➢(��1..�?..���'..._[J�1S I ��1� ��i'�:
In consideration of the receipt of fiinds from City, United Way agrees to the following terms
and conditions:
A. �i�ht Hundred Dollars and no/100 ($800.00) shall be paid to United Way by City to
be utilized for the purposes set forth in Article I.
B. United Way will maintain adequate records to establish that the City funds are used
for the purposes authorized by this Agreement.
C. United Way will permit authorized of�icials 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
regulafiions that may be relevant to this Agreement.
E. United Way 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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F. United Way will appoint a representative who will be available to meet with City
officials when requested.
IIT. TIM� Or I'TRFORMANCE
The services funded by City shall be undectaken 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,
2019, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMEN'I'S TO UNITGD WAY. City shall pay to United Way the sum specified in
Article II after the effective date of this Agreement.
B. �xcEss PAVM�NT. United W�y 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 thereafier
determines:
1) has resulted in overpayment to United Way; or
2) has nol been spent strictly in �ccordance with the terms of this Agreement; or
3) is not supported by adequate documeilt�tion to fiilly justify the expenditure.
V. EVALIJATION
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. All external or internal audits. United Way shall submit a copy of the annual
independent audit to City within ten (10) days of receipt.
. All external or internal evaluation reports.
C, An explanatioil of any major changes in program services.
D. To comply with this section, United Way agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of fiinds received and the services
performed under this Agreement. United Way's record system shall contain sufficient documentation
to provide in detail full support and justiCcation for each expenditure. United Way agrees to retain
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all books, records, documents, reports, and written accountitlg procedui•es pertaining to tlie services
pl•ovided and expenditure oi'funds under ihis Agceemcni Por five years.
L, Nothing in ihe above subsections shall be consirued to relieve tlnited Way of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under illis A�reement.
VI. MCETINGS
Upon request, minutes of all meetings of United Way's governin� body shall be available to
City within ten (10) working days of approval.
VII. `� 1����'l�i��°��"l���I�
The City may terminate this Agreement for cause if United Way violates any covenants,
agreements, or 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 re�ulation 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. United Way shall co�nply with all applicable equal etnployment opportunity and
affirmative action laws or regulations.
B. United Way will ftirnish 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, Stafie and Federal rules and regulations.
C. In the event of United Way's non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Uniteci Way may be barred fi•om fitrther contracts with City.
IX. �"'.� ��.i�,� �"l'� & ;��
United Way represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by Cifiy 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 chan�e without written notice to City.
B. Any suppor•ting bank statements heretofore requesfied by City and furnished to City,
are complete, accurate and fairly reflect the financial conditions of United Way on the date shown on
said report, and the results of the operation for the period covered by the reporl, and that since said
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data, there has been no material change, adverse or otherwise, in the financial condition of United
Way.
C. No liti��tion or Icgal proceedings are presently pending or threatened against United
Way.
D. None of the provisions herein contravenes or is in conflict with the authority under
which United Way is doing business or with the provisions of any existing indentui•e or agreement oP
United Way.
E. United Way has the power to enter into this A�reement 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 Ciiy.
Each of these representations and warranties shall be contimiing and shall be deeined to have
been repeated by the submission of each request for payment.
X. CHANG�S AND AMENDM�NTS
A. Any alteralions, 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 a�reed by the parties hereto that changes in the State, I'ederal 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 pai�t 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 governing board
composition.
XI. 1NDEMNII �"] CATION
To the extent authorized by law, the United Way agrees to indemnify, hold harmless, and
defend the City, its officers, agents, and employees fi•om and against any and all claims or suits for
injuries, damage, loss, or liability of whatever kind or character, arising out of oi� in connection with the
performance by the United Way or those services contempl�ted 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 United Way, its officers, employees, agents,
subcontractoi•s, licei�sees and invitees.
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XII. CONFLIC'1' Or INTF,RTS'1�
A. Unii:ed W�y covenanis th�t neither it nor any member oPits governing body presently
has any interest, direct oi• indirect, which would conflict in any manner or de�ree with the
performance of services required to be performed under this Agreement. United Way further
covenants ihat in the performance of this �lgreement, no person having such interest shall be
employed or appointed as a member of its �overning body.
B. United Way further covenants that no member oi' 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, oi• employee of City and no member of its governing body who
exercises any fiuiction 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 his
personal interesl or ihe interesi in any corporation, partnership, or United Way in which he has direct
or indirect interest.
XIII. NOTICr
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 certiiied, return receipt requested,
or via hand-delivery or facsimile, addressed to United Way or City, as the case may be, at the
following addresses: ,, ,Y
CITY UNITCD WAY
City of Denton, Texas Alicia McElroy
Attn: City Mana�;er iJnited Way of Denton County
215 E. McKinne� 1314 Teasley Lane
Dention, TX 76201 : Denton, TX 76205
Either party may change its'iiiailing address by sending notice oi' chan�e of address to the
other at the above address by certified mail, return receipt requested.
XIV. MISCELLnNEOUS
A. United Way shall not transfer, pledge or otl�erwise assign this Agreement or any
interest therein, or any claiin 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, ille�al, or unenforceable, the
remaining provisions sh�ll remain in fiill force and ePfect and continue to conform to the original
intent of both parties hereto.
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C. In no eveiat shall any payment to United Way hereundei•, or any otller act or failure of
City to insist in any one or more instances upon the terms and conditio��s of this Agreement consti-
tute or be construed in any way to be a waiver Uy City of any breach of covenant or default which
may then or subsequently be committed by iJnited Way. Neither shall stich payment, act, or
omission in any manner impair or prejudice any right, power, privilege, or remedy available to City
to enforce its ri�hts hereunder, which ri�hts, powers, privileges, or remedies are always speciiically
preserved. No representative or agent of City may waive the effect of this provision.
D. This Agreement, to�ether with referenced exhibits and attachments, constitutes the
entire agreement between thc pai�ties hereto, and any prior a�reement, assertion, statement,
understanding, or other comnnitment oceurring durin� the term of this Agreement or subsequent
thereto, have any le�al 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 oPthe State of Texas
and venue oPany liti�ation concerning this �lgreement shall be in a court of cotnpetent jurisdiction
sitting in Denton County, Texas.
IN WITNESS �"�"�n�:l��L^��;3F, the ������������� do 1���,�•��,�I�w� affix their signatures and enter into this
Agreement as of the _,� ,��� day of �„����'���;��������,_, 2019.
ATTEST:
ROSA RIOS, CITY SLCRLTARY
BY; � �" � �' � � ��� "� ��
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APPROV�D AS '1,0 LEGAL rORM:
CITY OF �1 ��'' I "( �
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T01� :� I-� � l,I�,�� �, CITY MANAGER
AARON 1����^ ���,�1��`���'� ATTORNEY
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BY: �� ,��,���� �� �""
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��iIS AGRE�MEN"� 6��'P�� 8E
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
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