20-1811S :\Legal\Our Documents\Ordinances\20\United Way CF.doc
ORDINANCE NO.20-1811
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND UNITED WAY OF 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 FOUR HUNDRED AND FIFTY DOLLARS
($450.00); AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the purpose of the United Way Barriers Fund is to reduce barriers to stable
housing for people experiencing or at-risk for homelessness by subsidizing all goods and
services related to housing; and
WHEREAS, Council Member Meltzer desires to contribute a total of $450.00 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 United Way of 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 $450.00 in accordance with the
terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
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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:
PASSED AND APPROVED this the ''LLre day of 2020
IN
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
.„:
AARON LEAL, CITY ATTORNEY
ATTEST
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND
UNITED WAY OF 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 United Way of Denton County, a Texas
non-profit corporation, hereinafter referred to as “United Way”
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 the United Way
Barriers Funds 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
United Way 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 expenses through the United Way
of Denton County Barriers Fund.
II. OBLIGATIONS OF UNITED WAY
In consideration of the receipt of funds from City, United Way agrees to the following terms
and conditions:
A. Four Hundred and Fifty Dollars and no/100 ($450.00) 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 officials of City to review its books at any time.
D. Upon request, United Way will provide to City its Bylaws and any of its rules and
regulations 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
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken 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”.
The “effective date” of this Agreement shall be the date the last signature is affixed to this
Agreement .
IV. PAYMENTS
A. PAYMENTS TO UNITFD WAY. city shall pay to United Way the sum speci6ed in Article
II after the efFective date of this Agreement.
B. ExcEss PAYMEbW. United Way 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 United Way; 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
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.
B All external or internal evaluation reports.
C An explanation 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 funds received and the services
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performed under this Agreement. United Way’s record system shall contain sufficient documentation
to provide in detail full support and justification for each expenditure. United Way agrees to retain all
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 United Way 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 United Way’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 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 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 COWLIANCE WITH LAWS
A. United Way shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. United Way 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 United Way’s non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
United Way may be barred from further contracts with City.
IX. WARRANTns
United Way 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 United Way on the date shown on
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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 United
Way
C
Way
No litigation or legal proceedings are presently pending or threatened against United
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 indenture or agreement of
United Way.
E. United Way 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 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 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. United Way shall notify City of any changes in personnel or governing board
composrtron.
XI. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE UNrrED WAY AGREES TO
INDEMNIFY, HOLD HARMIESS, AND DEFEND THE crrY, Frs OFFICERS, AGENTS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL CT /ATMS OR SUITS FOR
P(JURiES, DAMAGE, LOSS, OR LIABnrrY OF wnATEVER KH(D OR CHARACTER,
ARISING OUT OF OR HV CONNECTION wrrH TEE PERFORMANCE BY THE UNrrED
WAY OR THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING An
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SUCH CT,ArMS OR CAUSES OF ACTION BASED UPON COMMON, coNSTrruTioNAL
OR STATUTORY LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF
NEGLIGENT OR INTENTIONAL ACTS OF UNrrED WAY, US OFFICERS, EMPLOYEES,
AGENTS, SUBCONTRACTORS, LICENSEES AND INWIEES.
XII. CONFLICT OF INTEREST
A. United Way 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. United Way 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. United Way 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 United Way in which he has direct
or indirect interest.
)aII. 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 United Way or City, as the case may be, at the
following addresses:
CITY
City of Denton, Texas
AHn: City Manager
215 E. McKinney
Denton, TX 76201
UNITED WAY
Elena Lusk
United way of Denton County
1314 Teasley Lane
Denton, TX 76205
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. MSCELLANEOUS
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A. United Way 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
financial 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.
C. In no event shall any payment to United Way 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 United Way. 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 afnx their signatures and enter into this
Agreement as of then’a day of Se?k„,bK , 2020.
ATTEST:
ROSA RIOS, CITY SECRETARY
a real ?
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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COUNTY
a
UNITED WAY OF DENTON
ELENA LUSK
DnRECTOR OF HOUSING
INITIATIVES
THIS AGREENnNT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
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DEPARTMENT
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