21-1736ORDINANCE NO. 21-1736
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND BREAKFAST KIWANIS CLUB OF DENTON
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; PROVIDING
FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT
TO EXCEED TWO HUNDRED DOLLARS ($200); AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the purpose of Breakfast Kiwanis Club of Denton is to focus on teaching
young children about the responsibilities of good citizenship, community service and building
future leaders: and
WHEREAS, Mayor Hudspeth contributed a total of $200 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 Breakfast Kiwanis Club of Denton, 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 $200 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`1 ; a' _
and seconded by iA \ `, per mr�' Gy ; c E- This ordinance was passed and
approved by the following vote F -? - _6j:
Aye Nay Abstain Absent
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 Tenn: I/
PASSED AND APPROVED this the -2—\ '�Y day of S e'D b eC , 2021.
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GERARD SPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
BREAKFAST KIWANIS CLUB OF DENTON
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 Breakfast Kiwanis Club of Denton, a
Texas non-profit corporation.
WHEREAS, City has determined that the services provided by Breakfast Kiwanis Club of
Denton 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:
1. OBLIGATIONS OF BREAKFAST KIWANIS CLUB OF DENTON
In consideration of the receipt of fluids from City, Breakfast Kiwanis Club of Denton agrees
to the following terms and conditions:
A. Two Hundred and no/100 ($200.00) shall be paid to Breakfast Kiwanis Club of
Denton by City to be utilized for scholarships or projects supporting local youth.
B. Breakfast Kiwanis Club of Denton will maintain adequate records to establish that the
City funds are used for the purposes authorized by this Agreement.
C. Upon request, Breakfast Kiwanis Club of Denton 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. Breakfast Kiwanis Club of Denton will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
E. Breakfast Kiwanis Club of Denton will appoint a representative who will be available
to meet with City officials when requested.
F. Breakfast Kiwanis Club of Denton 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 Breakfast Kiwanis Club of Denton's non-compliance with the
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non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole
or in part, and Breakfast Kiwanis Club of Denton may be barred from further contracts with City.
G Breakfast Kiwanis Club of Denton 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.
II. 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 Breakfast Kiwanis Club of Denton, unless the
contract is sooner terminated under Section V "Termination".
M. PAYMENTS
A. PAYMENTS TO BREAKFAST KIWANIS CLUB OF DENTON City shall pay to Breakfast
Kiwanis Club of Denton the sum specified in Article 11 after the effective date of this Agreement.
B. EXCESS PAYMENT. Breakfast Kiwanis Club of Denton. 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 Breakfast Kiwanis Club of Denton;
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
Breakfast Kiwanis Club of Denton agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Breakfast Kiwanis Club
of Denton shall maintain records that provide complete and accurate statements as to the status and
use of City funds. In addition, upon request, Breakfast Kiwanis Club of Denton agrees to provide
City the following data and reports, or copies thereof: all external or internal audits. Breakfast
Kiwanis Club of Denton 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 Breakfast Kiwanis Club of Denton
violates any covenants, agreements, or guarantees of this Agreement, Breakfast Kiwanis Club of
Denton's insolvency or filing of bankruptcy, dissolution, or receivership, or Breakfast Kiwanis Club
of Denton'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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Breakfast Kiwanis Club of Denton 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 Breakfast Kiwanis Club of Denton, 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
Breakfast Kiwanis Club of Denton
C. None of the provisions herein contravenes or is in conflict with the authority under
which Breakfast Kiwanis Club of Denton is doing business or with the provisions of any existing
indenture or agreement of Breakfast Kiwanis Club of Denton
D. Breakfast Kiwanis Club of Denton 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. Breakfast Kiwanis Club of Denton 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. Breakfast Kiwanis Club of Denton shall notify City of any changes in personnel or
governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, BREAKFAST KIWANIS CLUB OF
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DocuSign Envelope ID: 6A758423-E4DB-43F9-9490-D7DF96AD9C25
DENTON AGREES TO INDEMNIFY, HOLD HARMLESS, RMi .ESS, AND DEFEND THE CITY, ITS
OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS
OR SUITS FOR INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER HIND OR
CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY
BREAKFAST HIWANIS CLUB OF DENTON OR THOSE SERVICES CONTEMPLATED
BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR CAUSES OF ACTION
BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY LAW, OR BASED, IN
WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR INTENTIONALACTS
OF BREAKFAST KIWANIS CLUB OF DENTON, 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 Breakfast Kiwanis Club of Denton or City, as
the case may be, at the following addresses:
CITY
Breakfast Kiwanis Club of Denton
City of Denton, Texas
Sarah Kircher
Attn: City Manager
President
215 E. McKinney
P.O. Box 14
Denton, TX 76201
Denton, TX 76202-0014
E -Mail: sara.henslcy@cityofdenton.com
E -Mail: sarah.c.kircher@gmail.com
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. Breakfast Kiwanis Club of Denton 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 Breakfast Kiwanis Club of Denton 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 Breakfast Kiwanis Club of
Denton. Neither shall such payment, act, or omission in any manner impair or prejudice any right,
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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 21st day of September , 2021.
ATTEST:
ROSA RIOS, CITY SECRETARY
DocoBigned by:
1CSCAK5E175493...
CITY OF DENTON
DocuSigned by:
H
gIWNSLEY, INTERIM CITY
MANAGER
BREAFAST KIWANIS CLUB OFDENTON
DocuSigned by:
BY; saV4 6VLIAv
S CHER
PRESIDENT
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
1--31- DocuSigned by:Hot,BY: -
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THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by:
para , 6,tL�
chief of staff
TITLE
Sarah
Kuechler
PRINTED NAME
City Manager's Office
DEPARTMENT