19-2014S:\Legal\Our pocuments\Ordinanccs\19\ORDINANCG - Our Daily [3read - I�inal Copy.doc
ORDINANCE NO. 19-Z� 14
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND OUR DAILY BREAD, INC,; AUTHORIZING
THE CITY MANAGER, OR HIS DESIGNEE, TO CXECUTE SAID AGREEMENT;
PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN
AMOUNT NOT TO EXCEED THREE HUNDRED DOLLARS ($300); AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the purpose of Our Daily Bread is to provide a free, nutritious lunch
Monday through Saturday to the hungry and homeless in Denton County and surrounding areas;
and
WHEREAS, Mayor Watts contributed a total of $300 from available council contingency
funds; and
WHEREAS, the City of Denton supports non-profit organizations that strive to make the
City of Denton a better place by providing help for at-risk individuals in the community; and
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Our Daily Bread, 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 Agreement,
including the expenditure of funds in an amount not to exceed $300 in accordance with the terms
of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
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approval.
� 5 th�s � d �nance was made b j "� �� ordinance��� � �� ���� �"� �
The motion to ���� �N c����
Y �_
and seconded by ���' ��°�� ���� ��� e_ was passed and
approved by the following vote �°��_ -��' I: �
Aye Nay
Chris Watts, Mayor: _, �
Abstain Absent
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Gerard Hudspeth, District 1
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 fi'���"� day of ���������m��%�� '�"�"��„� �e _.. 2019.
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CHRIS OR
ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, �"1 t'Y'�"OTTORNEY
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srRvlcr Ac�irrmrNT
I;rTWI;i+�N T E CITY OF l)ENTON ANl)
OUR llAILY BRF,AD
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WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
NOW, THERErOIt�, the parties he�°eto mutually agree as follows:
I. �CT:i;:�.�.�.��°...����_"�....SERVICES
ODB shall, in a satisfactory and proper mannei°, perForm the lollowing tasks, for which the
monies provided by City may be used:
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II. �����,��r���'N+C�I�� �_)�.�...���7�:�
In cansideration of the receipt af funds from City, ODII agrees to the followin� terms and
conditions:
A. Three Hundred Dollat°s and no/100 ($300.00} shall be paid to ODB by City to be
utilized for the purposes set forth in Article I.
B. ODB will maintain adequate records ta establish that the City funds are used for the
purposes authorized by this Agreement.
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D. Upon request, ODB wili pravide to City its I3y I.,aws and any of its rules and
regulations that may be relevant to this ngreement.
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F. OD�3 wifl appaint a representative who will be available to meet with City officials
when requested.
III. �IIMLw01 I��r.,l�y� �)���f"�^1ANC_"k_�
The services funded by City shall be undertaken and completed by ODB 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 soaner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. I'AYMCN'�°s To ODB. City shall pay to ODB the sum specified in Article II after the
effective date of this Agreement.
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1} has resulted in overpayment ta ODB; or
2} has not been spent strictly in accardance with the tei°ms of this Agreement; or
3) is not supparted by adequate documentation to Iully justify the expenditure.
W. CVAI.UA`I'IUN
ODB agrees ta participate in an implementation and maintenance system whereby the
�;c���r������s ean be continuously monitored. ������L� a�r�.��ms to make ����������i�l���ble its bank s����t������r���� for
�•�v'c�ww by City at City's discretion. In a��ti�i��on, ������n request, ()�:�l� agrees to pro�uc�� �."i�� the
followin� data and reporls, or copies thereof.
A. All external or internal audits. ODI3 shall submit a copy af the annual independent
audit to City within ten (10) days of receipt.
B. All external or internal evaluation reparts.
C. An explanation of any majar changes in program services.
D. To comply with this section, ODB agrees to maintain records that will pravide
accurate, current, separate, and complete disclosure af the status oi'funds received and the services
performed under this Agreement. ODB's record system �>����:�11 �<�b�i���ir� ���I`������� dr������t����t��(�i��� t��
provide in detail full support and justification for each exN��:r��iVr.����°� �':����� ��.�„��=�'���o ���`�������� ���� ������'�����
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records, documents, reports, and written accounting procedures pertainin� to the services provided
and expenditure of funds under this Agreement for five years.
E. Nothing in the above subsections shall bc construed to relieve ODB of responsibility
for retainin� accurate and current records that clearly rel7ect the level and benefit of services
provided under this Agreement.
VI, MT�LTINGS
Upon request, minutes of all meetings oF ODB's gaverning body shall be available to City
within ten (10) working days of approval.
VII. '['F_.RMI'��/1TION
The City may terminate this Agreement for cause if ODB violates any covenants, agreements,
or guarantees af this Agreement, the ODB's insolvency or filing of bankruptcy, dissolution, or
receivership, or the ODB's violation of any law or regulation to which it is bound under the tertns of
this Agreement. The City may terminate this Agreement for ather reasons nat speciiically
enumerated in this para�raph.
ViII. t°.����..Z�_.��1'a���l� l���1_� �r'....��q�� �"��!�'ll�i �.��1C'�,W m'�?�_� I�_[��m___�'�'
A. ODI3 shall comply with all applicable equal employment opportunity and afiirmative
action laws or regulations.
B. ODB will furnish all informatian and repoi•ts requested by City, and will permit
access to its books, records, and accounts for purposes of investigation to ascertain campliance with
local, State and rederal rules and regulations.
C. In the event ol'ODB's non-compliance with the non-discriminatian requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and ODB may be barred
from further contracts with City.
IX. W�RRANTIES
ODB represents and warrants that:
A. All information, reports and data heretofare or heceafter requested by City and
furnished to City, are complete and accurate as oi'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 heretafore requested by City and furnished to City,
are complete, accurate and fairly reflect the flnancial conditions of ODB on the date shown on said
report, and the results of the operation for the period cavered by the report, and that since said data,
there has been no material change, adverse or otherwise, in the financial candition of ODB.
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C. No litigation or legal praceedin�;s are presently pending or threatened against ODB,
D. None of the provisians herein cantravenes or is in canilict with the authority under
which ODB is doing business or with the provisions of any existing indenture ar agreement af ODB.
E. ODT3 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 canditions of this
Agreement.
r. None of the assets of ODI3 are subject ta any lien ar encumbrance of any character,
except for current taxes not delinquent, except as shown in the bank statements furnished by ODB 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 far payment.
X. �""1 lI�N+C��".� ��T1� ��Cl;l'�l���l N 6.�
A. Any altei•ations, additions, ar 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 anoiher methad shall be used.
B. It is u��������.��stood and ����,��°��c�i� ���� the part���� hereto �4���i c����������� i�� �1�� State, Federal or
loeal laws o►• regulata���r�� pursuant ��t�c,t�� �������� occur �i�.G�•ing the t���r°t��� �rCtl��i�� ��r��ment. Any such
modifications are to be automatically incorparated inta this Agreement without written amendment
hereto, and shall became a part of the A�reemeni an the effective date specified by the law or
regulation.
C. ODB shall notify City of any changes in personnel or �;overning board composition.
XI. INn�MN,I_�?ICA'l'ION
To the extent autharized by law, the ODI3 agrees to indemnify, hold harmless, and defend the
City, its officers, agents, and employees fram and against any and all claims or suits for injuries,
damage, loss, or liability of whatever kind ar chai•acter, arisin� out af or in connection with the
perfarmance by the ODB or thase services contemplated by this Agreement, including all such claims
or causes of action based upon camman, constitutianal or statutary law, or based, in whole or in part,
upon allegations af negligent ar intentional acts af ODI3, its officers, employees, agents, subcantractars,
licensees and invitees.
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Xl�. �y��4�,�.��'�."...4�„ 1......�/I.p-.:��F�4n1 � A.�.�,,...��,��..�-.
A. ODI3 covenants that neither it nor any member af its governing body presently has
any interest, direct or indirect, which would conflict in �ny manner or degree with the performance of
services required ta be performed under this ngreement. OI7B further covenants that in the
perfarmance of this Agreement, no person having such interest shall be employed ar appointed as a
member of its governing body.
B. ODB further covenants that no member of its governing body ar 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 far private �ain for himself/herself, ar 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 gaverning bady 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 A�reement which affects his
personal interest or the interest in any corpoi•atian, partnership, or ODB in which he has direct or
indireet interest.
XIII. NOTICC
�a�����r notice or other written instrument rec�tx�red or pa�������i�dt���� ���a.� ���; ���1����'���"�� under the �c�������:��
of this �a��°��ement shall be deemed ta have been �1��livered, ��°���8����' a+���r�t�1���° �•���i�^�ed or not, ��v������
deposi��<� in t}���� United �t���� �������1, postage pt������.a��, registered or certified, return rec�i������ reqat�,��tr�c�,
or via �������md-a��*livery or �aYc���������1�, addressed t�� �:����:�I3 or City, as the case may be, at tl��� fo16�v�ir���
addresses:
CITY �
City af Denton, "I'exas .
Attn: City Managei• �.
215 E. McKinney
Denton, TX 76201 �
ODI3
Wendy McGee
Gxecutive Director
300 W. Oak St, Suite 100
�7enton, TX 76205
Either �����t��y may c1��ar����,� m��s���r���r�w��t�� �t���r�ws by :�c;a��li��� ��¢��tic�e of change of address to the
other at the ab��v� address �°r� c��wr�ifi��l��t�����; m��t��r�•�M�t rece���� a����������t���,
XIV. MISCI:I � ��C,� �)� �`�
p, ODB shall not transFer, pled�e or otherwise assign this Agreement or any interest
therein, or any claim arising thereunder to any party or parties, bank, trust company or other iinancial
institution without the prior written approval oi' City.
B. If any pravision 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 bath parties hereto.
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C. In no event shall any payment to OD� 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 ODB. 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 prioc a�reement, assertion, statement,
understanding, or other commitment occurrin� during tlie 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 concernin� this Agreement shall be in a court of competent jurisdiction
sitting in Denton County, Texas.
IN WITNESS WHCREOF, the ��a.��wti��; do ��crr�by afiix their signatures and enter into this
Agreement as of the �"'�"���� _ day of a�.� ��� ����;��� ���,�,���,�„ ..,__ .�� 20l 9,
ATTEST:
ROSA RIOS, CITY SCCRrTARY
:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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'I'ODD IIILCMAN, CITY MANAGER
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BY: .. m__ »... ..:.�.. ...�.. �_.. .m�
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OU
TNN�� a���EEMENT F��'� �1���M �
BOTH REVIEWED AND APPROVED
as to financial and operational
obligations and business terms.
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Date :�i�dned e�����P�,� � � �
I3Y
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