21-368ORDiNANCE NO. 21-368
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND DENTON COUNTY FRIENDS OF THE
FAMILY, INC.; AUTHORIZING THE CITY MANAGER OR DESIGNEE TO EXECUTE
SAID AGREEMENT; PROVIDING FOR THE EXPENDITURE OF COUNCIL
CONTINGENCY FUNDS IN AN AMOUNT NOT TO EXCEED TWELVE HUNDRED AND
FIFTY DOLLARS ($ 1250); AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the purpose of Denton County Friends of the Family is to provide
compassionate, comprehensive services to those impacted by rape, sexual abuse, and domestic
violence; and
WHEREAS, the Denton County Friends of the Family partners with services in the
community to promote safety, hope, healing, justice, and prevention; and
WHEREAS, Council Member Armintor contributed a total of $500 from available
contingency funds for the organization; and
WHEREAS, Council Member Johnson contributed a total of $500 from available
contingency funds for the organization; and
WHEREAS, Council Member Meltzer contributed a total of $250 from available
contingency funds for the organization; 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 Denton County Friends of the Family, 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 §1250 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 -5 e5se Da Ut S
and seconded by Deb Of MIA+O r .)
approved by the following vote M - X :
Aye Nay Abstain Absent
Gerard Hudspeth, Mayor:
Birdia Johnson. District 1 :
Connie Baker. 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, \ bW d,y ,f NlcLtCk\, 2021.
GERARD HUD 'H, MAYOR
I::I =OS. CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
#„„@ ERb“BY: v '- r ”"””” "--”"
A\ttElll£lf///
SERVICE AGREEMENT
BETWEEN THE CHr OF DENTON AND
DENTON COUNTY FRIENDS OF THE FAMILY
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 Denton County Friends of the
Family, Inc., a Texas non-profit corporation, hereinafter referred to as “Friends”.
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 Denton
County Friends of the Family; 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
Friends 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 sponsoring An Evening of Raised
Awareness: Show Us Your Purple.
H. OBLIGATIONS OF FRIENDS
In consideration of the receipt of funds &om City, Friends agrees to the following terms
and conditions:
A. Twelve Hundred and Fifty Dollars and no/100 ($1,250.00) shall be paid to Friends
by City to be utilized for the purposes set forth in Article I.
B. Friends will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
C.Friends will permit authorized officials of City to review its books at any time.
D. Upon requesl Friends will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Friends will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
F. Friends will appoint a representative who will be available to meet with City
officials when requested.
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Ill. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Friends within the
following time &ame:
The tum 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 Terruination”.
The “effective date” of this Agreement shall be the date the last signature is affixed to this
Agreement.
IV. PAYMENTS
A. PAYMWrs TO FRIENDS. City shall pay to Friends the sum specified in Article II
after the effective date of this Agreement.
B. ExcEss PAYMENT. Friends 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)
or
has resulted in overpayment to Friends; or
has not been spent strictly in accordance with the terms of this Agreement;
3)is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
Friends agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Friends agrees to make available its bank staternents for
review by City at City’s discretion. In addition, upon request, Friends agrees to provide City the
following data and reports, or copies thereof
A. All external or internal audits. Friends 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.
To comply with this section, Friends agrws 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. Friends’ record system shall contain sufficient documentation
to provide in detail full support and justification for each ocpenditure. Friends agrees to retain all
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books, records, documents, reports, and written amounting procedures pertaining to the services
provided and expenditure of funds under this Agreement for five years.
Nothing in the above subsections shall be construed to relieve Friends 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 Friends’ 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 Friends violates any covenants,
agreements, or guarantees of this Agreement, the Friends’ insolvency or filing of bankruptcy2
dissolution, or receivership, or the Friends’ 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.
vm. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A Friends shall comply with all applicable equal employment opportunity and
aflirmative action laws or regulations.
B. Friends 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 Friends’ non-compliance with the non-discrimination requirements>
the Agreement may be canceled, terminated, or suspended in whole or in part, and Friends may be
barred from fUrther contracts with City.
IX. WARRANrEES
Friends 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 Friends 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 Friends.
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C.
Friends.
No litigation or legal proceedings are presently pending or threatened against
D. None of the provisions herein contravenes or is in oonflict with the authority under
which Friends is doing business or with the provisions of any existing indenture or agreement of
Friends
E. Friends 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 Friends 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 Friends 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 Mms 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. Friends shall notify City of any changes in personnel or governing board
composrtron.
m. nqDEMNiFiCATiON
TO THE EXTENT AUTHORIZED BY LAW, THE FRIENDS AGREES TO
HVDEMNIW, HOLD HARMLESS, AND DEFEND THE CITY, US OFFICERS, AGENTS,
AND EMPIOYEES FROM AND AGAINST ANY AND ALL CLAMS OR SUITS FOR
F(JURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR CHARACTER,
ARISING OUT OF OR UV coNNEcrioN WITH THE PERFORMANCE BY THE
FRIENDS OR THOSE SERVICES CONTEMPLATED BY THIS AGREEMENT,
iNCLUDnvG ALL SUCH CLAIMS OR CAUSES OF ACTION BASED UPON COMMON,
coNSTrruTioN AL OR STATUTORY LAW, OR BASED, nv WHOLE OR IN PART,
UPON ALLEGATIONS OF NEGLIGENT OR nVTENTiONAL ACTS OF FRIENDS, US
OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSEES AND
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iNvrrEES.
}al. CONFLICT OF nVFEREST
A. Friends oovenants 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 ofsmvices required to be performed under this Agreement. Friends 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. Friends further covenants that no member of its governing body or its stan
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/herself2 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 Friends 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 not7 when
deposited in the United States mail, postage prepaid, registered or certified, return receipt
requested, or via hand-delivery or facsimile, addressed to Friends 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
FRIENDS
Toni Johnson-Simpson
Executive Director
P.O. Box 640
Denton, TX 76202-0640
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. Friends 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.
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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 oonform to the
original intent of both parties hereto.
C. In no event shall any payment to Friends herwndu, or any other act or failure of
City to insist in any one or more instances upon the terms and conditions of this Agreement consti-
trIte 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 Friends. Neither shaH such payment, ad, 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 \WREOF, the parties do hereby amx their signatures and enter into this
Agreement as of the iG tb day of Mat th , 2021.
CITY OF DENrON
MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY , ItIII IIIIIf
DOF
++•••••ee
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATrORNEY
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DENTON COUNTY FREENDS OF
THE FAMLY, NC
a
}o}msdH-snasoN
EXBCUrIVEMIRECTOR
TrES AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
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