20-1801S:\Legal\Our Documents\Ordinances\20\CACDC CF.DOC
ORDINANCE NO.20-1801
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND CHILDREN’S ADVOCACY CENTER FOR
DENTON COUNTY; 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
($200.00); AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the purpose of Children’s Advocacy Center for Denton County is to be a
front-line responder to reports of child sexual abuse in Denton County; and
WHEREAS, the Children’s Advocacy Center for Denton County is a non-profit
organization that uses a unified approach to provide education, healing and justice to children,
families and the Denton County community; and
WHEREAS, Mayor Pro Tem Hudspeth desires to contribute a total of $200.00 from
available contingency funds; and
WHEREAS, the City of Denton supports non-profit organizations that strive to make the
City a better place by providing help for the at-risk in the community; and
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Children’s Advocacy Center for Denton County, 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 $200.00 in accordance with the
terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this Ordinance was made by 36 hA V\ q cbn and
seconded by TeHe bN IS ; the Ordinance was passed and approved by
the following vote D_ - a
S :\Legal\Our Documents\Ordinances\20\CACDC CF.DOC
Aye Nay Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely Briggs, District 2:
Jesse Davis, District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Mleltzer, At Large Place 6:
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PASSED AND APPROVED this the day of SeD+err\beK , 2020.
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'ATTS. MAYORCH]
ATTEST:
ROSA RIOS, CITY SECRETARY
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::nivH\t,JIi{Eji4k:BY
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND
CHILDREN’S ADVOCACY CENTER FOR DENTON COUNTY
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 Children’s Advocacy Center for Denton
County, a Texas non-profit corporation, hereinafter referred to as "CACDC".
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 CACDC’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 follows:
I. SCOPE OF SERVICES
CACDC 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 general expenses.
II. OBLIGATIONS OF CACDC
In consideration of the receipt of funds from City, CACDC agrees to the following terms and
conditions:
A. Two Hundred and no/100 ($200.00) shall be paid to CACDC by City to be utilized for
the purposes set forth in Article I
B. CACDC will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
C. CACDC will permit authorized officials of City to review its books at any time.
D. Upon request, CACDC will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. CACDC will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
F. CACDC will appoint a representative who will be available to meet with City omcials
when requested.
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III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by CACDC within the
following time frame:
The term of this Agreement shall commence on the efFective date and terminate September 30,
2020, unless the contract is sooner terminated under Section VII "Suspension or Termination"
The “effective date” of this Agreement shall be the date the last signature is affixed to this
Agreement.
IV. PAYMENTS
A. PAYb,mms TO CACDC. City shall pay to CACDC the sum specified in Article II after
the effective date of this Agreement.
B. ExcEss PAYh,mu. CACDC 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)
2)
3)
has resulted in overpayment to CACDC; or
has not been spent strictly in accordance with the terms of this Agreement; or
is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
CACDC agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. CACDC agrees to make available its bank statements for
review by City at City's discretion. In addition, upon request, CACDC agrees to provide City the
following data and reports, or copies thereof:
A. All external or internal audits. CACDC 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, CACDC 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, CACDC' record system shall contain sufficient documentation to
provide in detail full support and justification for each expenditure. CACDC 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 CACDC 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 CACDC'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 CACDC violates any covenants,
agreements, or guarantees of this Agreement, the CACDC’s insolvency or filing of bankruptcy,
dissolution, or receivership, or the CACDC’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 paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. CACDC shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. CACDC will furnish an 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 CACDC’s non-compliance with the non-discrimination requirements,
the Agreement may be canceled, terminated, or suspended in whole or in part, and CACDC may be
barred from further contracts with City.
IX. WARRANTIES
CACDC 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 CACDC 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 CACDC.
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C.No litigation or legal proceedings are presently pending or threatened against CACDC.
D. None of the provisions herein contravenes or is in conflict with the authority under
which CACDC is doing business or with the provisions of any existing indenture or agreement of
CACDC
E. CACDC 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 ofthis
Agreement .
F. None of the assets of CACDC 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 CACDC
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 CACDC shall notify City of any changes in personnel or governing board composition.
XI. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE CACDC AGREES TO INDEMNIFY,
HOLD HARMI JESS, AND DEFEND THE crm, US OFFICERS, AGENTS, AND
EBWLOYEES FROM AND AGAHIST ANY AND ALL CLAIMS OR SUITS FOR UVJURIES,
DAMAGE, LOSS, ORLIABnrrY OF WHATEVER KIND OR CHARACTER, ARISING OUT
OF OR IN CONNECTION wrrH THE PERFORMANCE BY THE CACDC OR THOSE
SERVICES CONTEMPLATED BY THIS AGREEMENT, UVCLUDING ALL SUCH CT , ArMS
OR CAUSES OF ACTION BASED UPON COMMON, coNSTrruiioNAL OR STATUTORY
LAW, OR BASED, IN WHOLE OR Hq PART, UPON ALLEGATIONS OF NEGLIGENt OR
HVTENIIONAL ACTS OF CACDC, Frs OFFICERS, EMPLOYEES, AGENTS,
SUBCONTRACTORS, LICENSEES AND uwrrEES.
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XII. CONFLICT OF INTEREST
A. CACDC 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. CACDC 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. CACDC further covenants that no member of 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 himself7herself, or 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 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 his
personal interest or the interest in any corporation, partnership, or CACDC 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
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 CACDC or City, as the case may be, at the following
addresses:
CITY
City of Denton, Texas
Ann: City Manager
215 E. McKinney
Denton, TX 76201
Children’s Advocacy Center for Denton County
Kristen Howell
CEO
1854 Cain Dr
Lewisville, TX 75065
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. CACDC 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 6nancial
institution without the prior written approval of City,
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.
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C . In no event shall any payment to CACDC 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 CACDC. 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.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the ZZ"a day of 8 epRm&c , 2020.
CITY MANAGER
ROSA RIOS, CITY SECRETARY
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ATTEST
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CHEDREN’S ADVOCACY CENTER FOR
DEN'roN COUNTYMMMBY
HOKRiS',L
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CEO
THIS AGREEMENT HAS BEEN
BOTH REVmWED AND APPROVED
as to financial and operational obligations
and business terms.
CIAltrafRa,Fr
TITLE
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