20-120ORDINANCE NO . 20-120
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND FRIENDS WITH BENEFITS; AUTHORIZING
THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE SAID AGREEMENT ;
PROVIDING FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN
AMOUNT NOT TO EXCEED TWO HUNDRED DOLLARS ($200); AND PROVIDING FOR
AN EFFECTIVE DATE.
WHEREAS , the purpose ofFriends with Benefits is to raise awareness and funds for North
Texas charitable organizations and causes ; and
WHEREAS, the Friends with Benefits' Birthday Scholarship Program is a partnership with
Cumberland Presbyterian Children's Home to help the home's kids have a happy, exciting
birthday, and to help create memories that they will cherish and carry with them throughout their
lives; and
WHEREAS, the City of Denton recognizes the need to financi all y support nonprofit
organizations as they serve a public purpose; and
WHEREAS, Council Member Briggs contributed $200 of available council contingency
funds towards Friends with Benefits for the Birthday Scholarship Program; and
WHEREAS, the City of Denton supports non-profit organizations that strive to make the
City a better place by supporting vulnerable children and families; and
WHEREAS , the City Council of the City of Denton hereby finds that the agreement
between the City and Friends with Benefits, 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 ofthis 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 $200 in accordance with the terms
of the Agreement .
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to apP.rove this ordinance was made by 'eE"'LV 6tZJ GG 6
and seconded by P .a u.L tf/arz t-7 ,~ . T ~ ordinance was passed and
approved by the following vote lfL -_Q]:
Aye Nay Abstain Absent
Chris Watts, Mayor: V
Gerard Hudspeth, District 1 : V
Keely Briggs, District 2: __._I __
Jesse Davis, District 3: V
John Ryan , District 4: V
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6 :
PASSED AND APPROVED this the /(1;/t day of h bry ruy. , 2020.
CJlw11::
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
SERVICE AGRF.E:\<IF.NT
BET\\"EEN THE CIT\' OF DENTON AND
FRIENDS WITH BENEFITS
This Agreement is hereby entered intu by and between the City of Denton, a Texas home
rule municipal corporation, hereinafter referred to as "City", and Friends with Benefits, a Texas
non-profit corporation, hereinafter referred to as "FWB".
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 FWB's
Birthday Scholarship Program, which is a partnership between FWB and Cumberland Presbyterian
Children's Home. and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the
public interest;
~OW. THEREFORE, the parties hereto mutually agree as follows:
l. SCOPE OF SERVICES
FWB shall, in a satisfactory and proper manner. perfonn the following tasks, for which the
monies provided by City may be used:
The funds being provided wi ll be for the purpose of paying expenses for the Birthday
Scholarship Program.
II. OBLIGATIONS OF FRIENDS WITH BENEFITS
In consideration of the receipt of funds from City, I· WB agrees to the following terms and
conditions:
A. 1 wo Hundred Dollars and no/100 ($200.00) shall be paid to FWB by City to be
utilized for the purposes set forth in Article I.
B. F\\' :1 will maintain adequate records to establ ish that the City funds are used for
the purposes authorized by this Agreement.
C. F , :B will permit authorized officials of City to review its books at any time.
D. L pon request. FWB will provide to ( 'ity its By Laws and any of its rules and
regulati ons thal :-:··-} be relevant to this Agreement.
E. F\VB will not enter into any contracts that would encumber City funds for a period
that would extend beyond the tenn of this Agreement.
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F. l· WB will appoint a representative who will be available to meet with City officials
when requested.
Ill. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by FWB within the
following time frame:
The term of this Agreement shall commence on the effective date and tenninate September
30, 2020, unless the contract is sooner terminated under Section VII "Suspension or Termination".
The "effecti\ e date" of this Agreement shall be the date the last signature is affiXed to this
Agreement .
IV. PAYMENTS
A. PA Y \!ESTS TO FWB. City shall pay to FWB the sum specified in Article II after
the effective date of this Agreement.
B. EXCESS PAY\1r~T. FWB shall refund to City within ten (10) working days of City':;
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 FWB; 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
fWB agrees to partic .ipatc in an implementation and maintenance system whereby the
services can be continuously m on itored. FWB agrees to make available its bank statements for
review by City at City's discretion. In addition, upon request, FWB agrees to pro vide City the
following data and reports, or copies thereof:
A. . \ external or internal audits. FWB shall submit a copy of the aJIIlual independent
audit to City w :cL "n ten (10) days of receipt.
B. All e.xtcmal or internal evaluation reports .
C. An explanation of any major changes in program seT\'ices.
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D. To comply with this section, FWB 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. FWB's record system shall contain sufficient documentation to
provide in detail fut: support and justification for each expenditure. FWB agrees to retain aU
books, records, dol!uments. 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 FWB of
responsibility fo r retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. MEETI;-.JUS
Upon rc, .. ,-~,. minutes of all meetings of FWB's governing body shall be available to City
within ten (1 0) working days of approval.
VII. TERMINATION
The City .~ .. ,y tenninate this Agreement for cause if FWB violates any covenants,
agreements, or gc~arantees of this Agreement, rWB's insolvency or filing of bankruptcy,
dissolution. or receivership, or FWB 's violation of any law or regulation to which it is bound under
the tenns of this Agreement. The City may terminate this Agreement for other reasons not
specifically enumerated in this paragraph.
1 .. F.QUAL OPPORTU!':ITY AND COMPLIANCE WITH LAWS
A. FWB shall comply with all applicable equal employment opportunity and
a:ffinnative a~,"v,~ la \\S or regulations.
B. ..,,-i. V~orill furnish all information and reports requested by City, and will pennit
access to its books. records, and accounts for purposes of investigation to ascertain compliance
with local, State anJ Federal rules and regulations.
C. In the event of FWB's non-compliance with the non-discrimination requirements,
the Agreement rna)' be canceled, tem1inated, or su~pended in whole or in part, and FWB may be
barred from fl :C r contracts with City.
IX. WARRANTIES
FWB represents and warrants thar:
A. All information, reports and data heretofore or hereafter requested by City and
furnished to City. :m: complete and accurate as of the date shown on the infonnation, data, or
report, and, since that date, ha\ e not undergone any significant change without written notice to
City.
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B. Any supporting bank statements heretofore requested by City and furnished to City,
are complete, accurate and fairly reflect the financial conditions ofFWB on the date shown on said
report , and the r~sults 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 ofFWB.
C. ~o litigation or legal proceedings are presently pending or threatened against FWB.
D. Nunc:: of the pro\ isi,,ns herein contravenes or is in conflict with the authority under
which FWB is doing business or with the provisions of any existing indenture or agreement of
FWB.
E. FWB has the power to enter into this Agreement and accept payments hereunder,
and has taken all necessary action to authorize such acceptance under the tenns and conditions of
this Agreement.
F. None of the assets of FWB are subject to any lien or encumbrance of any character,
except for current taxes not delinquent, except as shov...n in the bank statements furnished by FWB
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. CI IA\Gr.S AND AMENDMENTS
A. Any alterations, additions. or deletions to the terms of this Agreement shall be by
written amendn ,c 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 re~ulations pursuant hereto may occur during the term of this Agreement. Any
such modificati ,u 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 regulatio , .
C. .~ · ·: shall notify City of any changes in personnel or governing board composition.
XI. INDE~t~lf k':\TIQN
TO T H F. :.XT ENT Al J"H ORI ZE D HY LAW, FWB AGREES TO INDEMNIFY,
HOLil I AI< .. S, A \1> n ·:FF.!\ 'l it E CITY, ITS OFFICERS, AGENTS, AND
EM PLO\ F ES f ~')\1 A~D AGA JSST ANY AND ALL CLAIMS OR SUITS FOR
I~Jl "R £'\,DAMAGE, LOSS, O R LI .d L T Y OF"H.\Tf.VERKIND OR CHARACTER,
A H.ISI :\G t H. JF OR I~ CON~ECTION WITH THE PERFOR.\IA~CE BY FWB OR
T H OSE SE \ .c::SCO:\T E ~lP L\T[ l 1t 'HISAGREEMENT,INCLUDINGALLSUCH
C L AI M S 0 '( .._ A ds...:s OF ACT ~ .tl ASU.l t ·PoN COMMON, CONSTITUTIONAL OR
STATl 'T HY LA , OR BASf.t , 1:'\ y'\ HO LE O t{ IN PART, UPON ALLEGATIONS OF
NEGLI GEYI 0 .~TENTI O~A L AC TS O F F\\B, ITS OFFICERS, EMPLOYEES,
AGENTS, Sl . J!\TRACTO . LICE~Sl-:E~ A. '1. ) INVITEES.
Xll. CONFLICT Of D\TEREST
A. F .\"B covenants that neither it nor any member of it s governing body presently has
any interest, dirl.!...:t or indirect. whi ch would conflict in any manner or degree with the performance
of services required to be performed under this Agreement. FWB further covenants that in the
pert(mn ance of th:s Agreement, no person having such interest shall be employed or appointed as
a member of its governing body.
B. t XB further covenants that no member of its governing body or its staff,
subcontractors or empioyees shal l 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 himselfiherself, or
others; particularly those with which he/she has family, business, or other ties.
C. No officer, member, or employee of Cit) and no member of its governing body
who exercises any !unction or respon~·bilities in the review or approval of the undertaking or
carrying out of ,his Agreement shall participate in any decision relating to the Agreement which
affects his p:1 ,Ju.[ interest or the intereSt in any corporation, partnership, or FWB in which he has
direct or indirect interest.
XIIT. ~OTICE
Any noti~ ... : o. other written inst n .. nent required or permitted to be delivered under the tenns
of this Agreemt:nt :;hall be deemed to have been delivered, whether actually received or not, when
deposited in the C 1i.ed States mail, postage prepaid, registered or certified, return receipt
requested. or via hand-delivery or facsim~le. addressed to FWB or City, as the case may be, at the
following add res">t!s:
CITY
City \)f Demon . Texar:.
Attn:<. ;,_ : .• anager
215 ; .. 1.-:hinney
Dento1 . ~X 7620 1
FRI EN DS WITH BENEFITS
Mindy Arendt
Founder and President
3205 Broken Arrow Road
Denton, TX 76209
Either pa::.) .nay change its mailing address by sending notice of change of address to the
other at the abo\ e address by certified mail, return receipt requested.
XIV . MISCELLANEOUS
A. .t \\" B shall not transfer, pledge or otherwise assign this Agreement or any interest
therein, or an ) ~i :-.;11 ! arising thl:;·eunder to a n ~ party or parties, bank, trust company or other
financial institulivn wi .. ' . t the pii or written approval of City.
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B. lf an y provision of th is Agreement is held to be invalid, illegal, or unenforceable,
the remai ning provisions shall remain in full for~..c and effect and continue to confonn to the
original intent o J.· b, •th parties hereto.
C . in .o event shall any payment to FWB hereunder, or any other act or failure of City
to insist in any u . ..: ur more in' , n.:es upon the tenns and conditions of this Agreement constitute
or be construed i n wa} to be a waiver by City of any breach of covenant or default which may
then or subseq uc:r.t • oe commh .d by FWH. Neither shall such payment, act, or omission in any
manner impair or prejudice any right, po\\er. privilege, or remed y available to City to enforce its
rig hts hereunde r. ,.h · .:h rights, powers. privileges. or remedies are always specifically preserved. ·
No representathc .r agent of Cir y may waive the effect of this provision.
D. 'i. 1i s Agreement. together \\ it h referenced exhibits and attachments, constitutes the
entire agree men. between the parties hereto. and any prior agreement, assertion, statement,
understanding, r ot her commitment occurring during the tenn of this Agreement or subsequent
thereto, ha\•e MY leg .. ! force ll r effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment of this Agreement.
E. "1 his 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.
CITY OF DENTO~ I j/
=--JJL lih
TODD HI LE:vt ;\N. CIT Y MANAGER
ATTEST:
ROSA RIO S. C l Y SECRE TARY
APPROVhO A~ 'l 0 LEGAL FORM.:
AAR O:\ LEAL. CITY ATIORNEY
FRIENDS WITH BENEFITS
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·~ 1 :-, AGREEMENT HAS B EE ~
BOTH REVI f:. WED AND APPROVED
as to financi al anct operational obligations
and business terms.
~Af\ twWAl!v'
PRIN fED NAME
__!Qi~ a:f~c AflhitS:
TITLE
&l?ti~ l\.ffO.it1UMO
DEPART~·:-\ f
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