21-1731ORDINANCE NO. 21-1731
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND DENTON COMMUNITY FOOD CENTER;
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; PROVIDING
FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT
TO EXCEED FIVE HUNDRED SIXTY-SEVEN DOLLARS ($567); AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the purpose of Denton Community Food Center is to strengthen the Denton
community by providing food subsidies in order to care for individuals and families in our
community that are in need; and
WHEREAS, Council Member Maguire contributed a total of $567 from available
contingency funds for the event; 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 Community Food Center, 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 their 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 $567 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 'V� <-; > P—C k—
and seconded by A l ►Soy) ivMu-� u i c e . This ordinance was passed and
approved by the following vote [ -1 -yam:
Gerard Hudspeth, Mayor:
Vicki Byrd, District 1:
Brian Beck, District 2:
Jesse Davis, District 3:
Alison Maguire, District 4:
Deb Armintor, At Large Place 5
Paul Meltzer, Mayor Pro Tem:
Aye
Nay Abstain Absent
PASSED AND APPROVED this the 21ST day of �p.M }� , 2021.
GERARD RMSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY r
Digitally signed by Marcella Lunn i •••ate ai
DN—Marcella Lunn, o, ou--Cityof �� •a,
}, Denton. // F�1, •a..•ar•� ,�Q-*��
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BY: Date: 2021.09.1610:5939 -05'00'
DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON COMMUNITY FOOD CENTER
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 Community Food Center, a
Texas non-profit corporation, hereinafter referred to as "Denton Community Food Center".
WHEREAS, City has determined that the services provided by Denton Community Food
Center to the citizens of City merit assistance through the Council Contingency Fund and City
has provided funds in its budget for such Council Contingency Fund; 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. OBLIGATIONS OF DENTON COMMUNITY FOOD CENTER
In consideration of the receipt of funds from City, Denton Community Food Center agrees to
the following terms and conditions:
A. Five Hundred and Sixty -Seven Dollars and no/100 ($567.00) shall be paid to
Denton Community Food Center by City to be utilized for paying general expenses.
B. Denton Community Food Center will maintain adequate records to establish that the
City funds are used for the purposes authorized by this Agreement.
C. Upon request, Denton Community Food Center will permit authorized officials of
City to review its books, financial statements, and records and provide copies of its By Laws, rules
and regulations, and meeting minutes at any time. Such copies shall be made available within ten
(10) business days of such request. All records pertaining to the funds granted hereby shall be
maintained for at least five (5) years.
D. Denton Community Food Center will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
E. Denton Community Food Center will appoint a representative who will be available
to meet with City officials when requested.
F. Denton Community Food Center will comply with all applicable federal, State, and
local laws and policies including all applicable equal employment opportunity and affirmative action
laws or regulations. In the event of Denton Community Food Center's non-compliance with the non -
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DocuSign Envelope ID: 6A758423-E4DE-43F9-9490-D7DF96AD9C25
discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or
in part, and Denton Community Food Center may be barred from further contracts with City.
G Denton Community Food Center will comply with all applicable federal, State, and
local laws and policies regarding conflicts of interest and will not participate in any transactions or
decisions where such a conflict might exist.
H. TIME OF PERFORMANCE
The term of this Agreement shall commence on the date of the last signature affixed to this
Agreement (the "effective date") and terminate Denton Community Food Center, unless the contract
is sooner terminated under Section V "Termination".
M. PAYMENTS
A. PAYMENTS TO DENTON COMMUNITY FOOD CENTER. City shall pay to Denton
Community Food Center the sum specified in Article II after the effective date of this Agreement.
B. ExcEss PAYMENT. Denton Community Food Center 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: has resulted in overpayment to Denton Community Food Center;
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.
IV. EVALUATION
Denton Community Food Center agrees to participate in an implementation and maintenance
system whereby the services can be continuously monitored. Denton Community Food Center shall
maintain records that provide complete and accurate statements as to the status and use of City funds.
In addition, upon request, Denton Community Food Center agrees to provide City the following data
and reports, or copies thereof: all external or internal audits. Denton Community Food Center shall
submit a copy of the annual independent audit to City within ten (10) days of receipt; all external or
internal evaluation reports; and an explanation of any major changes in program services.
V. TERMINATION
The City may terminate this Agreement for cause if Denton Community Food Center violates
any covenants, agreements, or guarantees of this Agreement, Denton Community Food Center's
insolvency or filing of bankruptcy, dissolution, or receivership, or Denton Community Food Center'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,
including for convenience.
VI. WARRANTIES
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
Denton Community Food Center represents and warrants that:
A. All financial reports, information, reports, records, and data heretofore or hereafter
requested by City and furnished to City, are complete and accurate and fairly reflect the financial
conditions of Denton Community Food Center, if applicable, as of the date shown on the financial
report, information, data, record, or report, and, since that date, have not undergone any significant
change, adverse or otherwise, without written notice to City.
B. No litigation or legal proceedings are presently pending or threatened against Denton
Community Food Center.
C. None of the provisions herein contravenes or is in conflict with the authority under
which Denton Community Food Center is doing business or with the provisions of any existing
indenture or agreement of Denton Community Food Center.
D. Denton Community Food Center 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.
E. Denton Community Food Center does not have any conflicts of interest with respect
to this transaction.
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.
VII. 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. Denton Community Food Center shall notify City of any changes in personnel or
governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, DENTON COMMUNITY FOOD
CENTER AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS
OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR
CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY
DENTON COMMUNITY FOOD CENTER OR THOSE SERVICES CONTEMPLATED BY
THIS AGREEMENT, INCLUDINGALL SUCH CLAIMS OR CAUSES OFACTION BASED
UPON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED, IN WHOLE
OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONAL ACTS OF
DENTON COMMUNITY FOOD CENTER, ITS OFFICERS, EMPLOYEES, AGENTS,
SUBCONTRACTORS, LICENSEES AND INVITEES.
IX. 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, e-mail, or facsimile, addressed to Denton Community Food Center or City, as
the case may be, at the following addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
E -Mail: sara.hensley@cityofdenton.com
DENTON COMMUNITY FOOD CENTER
Denton Community Food Center
Attn: Tom Newell, Chair, Board of Directors
306 N Loop 288, Ste 400
Denton, TX 76209-4954
E -Mail: tomn@dentoncfc.org
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.
X. MISCELLANEOUS
A. Denton Community Food Center shall not transfer, pledge or otherwise assign this
Agreement or any interest therein, or any claim arising thereunder to any party 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 Denton Community Food Center 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 Denton Community Food
Center. 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,
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
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 21st day of September 2021.
ATTEST:
ROSA RIOS, CITY SECRETARY
FSigned by:
p-::BY: P-' °"
1c50A8C5E 175493...
CITY OF DENTON
DocuSigned by:
�E SLEY, INTERIM CITY
MANAGER
DENTO Qq"MUNITY FOOD CENTER
BY: Ft kwa'
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
I—Docuftned by:
B94722343B11431...
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TOM NEWELL
CHAIR, BOARD OF DIRECTORS
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigneld b�y:� -,
€RE -
chief of staff
TITLE
Sarah
Kuechier
PRINTED NAME
City Manager's office
DEPARTMENT