20-1808S:\Legal\Our Documents\Ordinances\20\Grace CF.doc
ORDINANCE NO.20- 1808
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND GRACE LIKE RAIN; 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 THREE HUNDRED DOLLARS ($300.00); AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the purpose of Grace Like Rain is to see families’ lives transformed,
breaking the cycle of poverty and homelessness; and
WHEREAS, Council Member Briggs desires to contribute a total of $300.00 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 Grace Like Rain, 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 $300.00 in accordance with the
terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
S e C O n d =y ][][WobE : P r\;eG: : : r d i n 1a]r]1 C e VV a S ][HeR #the following vote n - a :
S:\Legal\Our Documents\Ordinances\20\Grace 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 Meltzer, At Large Place 6:
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PASSED AND APPROVED thI, th, n d,y ,fBMUM , 2020.
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::iI ilos. CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND
GRACE LIKE RAIN
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 Grace Like Rain, a Texas non-profit
corporation, hereinafter referred to as “Grace” .
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 general budget for Grace; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
rnterest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Grace 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 costs incurred in Grace’s general budget.
II. OBLIGATIONS OF GRACE
In consideration of the receipt of funds from City, Grace agrees to the following terms and
conditions:
A. Three Hundred Dollars and no/100 ($300.00) shall be paid to Grace by City to be
utilized for the purposes set forth in Article I
B. Grace will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Grace will permit authorized officials of City to review its books at any time.
D. Upon request, Grace will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Grace will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
F. Grace will appoint a representative who will be available to meet with City officials
when requested
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III. Tnb£E OF PERFORMANCE
The services funded by City shall be undertaken and completed by Grace 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. PAYMENTS TO GRACE. City shall pay to Grace the sum specified in Article II after the
efFective date of this Agreement.
B. ExcEss PAYMEl>W. Grace 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 Grace; 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
Grace agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Grace agrees to make available its bank statements for
review by City at City’s discretion. In addition, upon request, Grace agrees to provide City the
following data and reports, or copies thereof:
A. All external or internal audits. Grace 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, Grace 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. Grace’s record system shall contain sufficient documentation to
provide in detail full support and justification for each expenditure. Grace agrees to retain all books,
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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 Grace 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 Grace’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 Grace violates any covenants, agreements,
or guarantees of this Agreement, the Grace’s insolvency or filing of bankruptcy, dissolution, or
receivership, or the Grace’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 speci6cally enumerated
in this paragraph.
VIII. EQUAL OPPORTUNITY AND COWLIANCE WITH LAWS
A. Grace shall comply with all applicable equal employment opportunity and affirmative
action laws or regulations.
B. Grace 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 Grace’s non-compliance with the non-discrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and Grace may be barred
from further contracts with City.
IX. WARRANTns
Grace 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 Grace 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 Grace.
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C.No litigation or legal proceedings are presently pending or threatened against Grace.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Grace is doing business or with the provisions of any existing indenture or agreement ofGrace.
E. Grace 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 Grace 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 Grace 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 Grace shall notify City of any changes in personnel or governing board composition
XI. rNDEMNiFiCATiON
TO THE EXTENT AUTHORIZED BY LAW, THE GRACE AGREES TOU{DEMNIW,
HOLD HARMI JESS, AND DEFEND THE crm, ns OFFICERS, AGENTS, AND
EMPLOYEES FROM AND AGAINST ANY AND ALL CLA]MS OR sums FOR nvJURiES,
DAMAGE, LOSS, ORLiABELrrY OF WnATEVER KiNDORCHARAaER,ARiSuvG our
OF OR IN CONNECTION wrIH THE PERFORMANCE BY THE GRACE OR THOSE
SERVICES CONTEMPLATED BY THIS AGREEMENT, FVCLUDUVG ALL SUCH CT, ArMS
OR CAUSES OF ACTION BASED UPON COMMON, CONSTrrUTTONAL ORSTATUrORY
LAW, OR BASED, DV WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR
HVTENTIONAL ACTS OF GRACE, irs OFFICERS, EMPLOYEES, AGENTS,
SUBCONTRACTORS, LICENSEES AND iFwrrEES.
XII. CONFLICT OF INTEREST
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A. Grace 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. Grace 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. Grace 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 himself/herself, 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 Grace 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 Grace 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
GRACE Ln(E RAIN
Michelle Conner
CEO
306 N. Loop 288 Suite 112
Denton, TX 76209
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.
xrv. MISCELLANEOUS
A. Grace 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 Grace 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 Grace. 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
Ag'eeme"t as of the zz"d day 'f Sep \ C'abeg , 2020
TODD HILEMAN, CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
. ??za:2. . ah ;
APPROVED AS TO LEGAL FORM:
AARON LE AL, CITY ATTORNEY
„,< 4#‘
GRACE LKE RAIN
Al
IL HE ONNII
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THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
3Ckaln MChL@
PRINTED NAME,
CIAicf &f pInKTITLE
mDDEPARTMENT
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