21-1737ORDINANCE NO.
21-1737
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND BOY SCOUT TROOP 65 — 1918 FOUNDATION;
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; PROVIDING
FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT
TO EXCEED ONE THOUSAND SEVEN HUNDERED DOLLARS ($1,700); AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the purpose of Boy Scout Troop 65 -- 1918 Foundation is to focus on
teaching young children about the responsibilities of good citizenship, community service and
building future leaders: and
WHEREAS, Council Member Davis contributed a total of $1,700 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 Boy Scout Troop 65 — 1918 Foundation, 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 $1,700 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�jc;a�� i� e-e—k...
and seconded by N i S p n M01 9 V , C �__ . This ordinance was passed and
approved by the following vote - __-_- ]:
Aye
Gerard Hudspeth, Mayor: ✓
Vicki Byrd, District 1: "/
Brian Beek, District 2:
Jesse Davis, District 3: ,/
Alison Maguire, District 4: ✓
Deb Armintor, At Large Place 5:
Paul Meltzer, Mayor Pro Tem:
Nay Abstain Absent
PASSED AND APPROVED this the dayof C.t'nbe-C , 2021.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
OF DF
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
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DocuSign Envelope ID: 6A75B423-E4❑B-43F9-9490-D7DF96AD9C25
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
BOY SCOUT TROOP 65 —1918 FOUNDATION
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 Boy Scout Troop 65 —1918 Foundation,
a Texas non-profit corporation.
WHEREAS, City has determined that the services provided by Boy Scout Troop 65 —
1918 Foundation 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 BOY SCOUT TROOP 65 — 1918 FOUNDATION
In consideration of the receipt of funds from City, Boy Scout Troop 65 — 1918 Foundation
agrees to the following terms and conditions:
A. One Thousand Seven Hundred Dollars and no/100 ($1700.00) shall be paid to Boy
Scout Troop 65 — 1918 Foundation by City to be utilized for paying scholarships or projects
supporting local youth.
B. Boy Scout Troop 65 — 1918 Foundation will maintain adequate records to establish
that the City funds are used for the purposes authorized by this Agreement.
C. Upon request, Boy Scout Troop 65 —1918 Foundation 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 Ieast five (5) years.
D. Boy Scout Troop 65 —1918 Foundation will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
1;, Boy Scout Troop 65 — 1918 Foundation will appoint a representative who will be
available to meet with City officials when requested.
F. Boy Scout Troop 65 —1918 Foundation 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 Boy Scout Troop 65 —1918 Foundation's non-compliance
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DocuSign Envelope 1D: 6A75B423-E4DB-431=9-9490-D7DF96AD9C25
with the non-discrimination requirements, the Agreement maybe canceled, terminated, or suspended
in whole or in part, and Boy Scout Troop 65 —1918 Foundation may be barred from further contracts
with City.
G Boy Scout Troop 65 --1918 Foundation 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 Boy Scout Troop 65 —1918 Foundation, unless the
contract is sooner terminated under Section V "Termination".
III. PAYMENTS
A. PAYMENTS TO BOY SCOUTTROOP 65 —1918 FOUNDATION. City shall pay to Boy Scout
Troop 65 —1918 Foundation the sum specified in Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Boy Scout Troop 65 —1918 Foundation 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 anytime thereafter determines: has resulted in overpayment to Boy Scout Troop 65 — 1918
Foundation; 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
Boy Scout Troop 65 — 1918 Foundation agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Boy Scout Troop 65 —
1918 Foundation shall maintain records that provide complete and accurate statements as to the
status and use of City funds. In addition, upon request, Boy Scout Troop 65 — 1918 Foundation
agrees to provide City the following data and reports, or copies thereof: all external or internal audits.
Boy Scout Troop 65 —1918 Foundation 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 Boy Scout Troop 65 —1918 Foundation
violates any covenants, agreements, or guarantees of this Agreement, Boy Scout Troop 65 — 1918
Foundation's insolvency or filing of bankruptcy, dissolution, or receivership, or Boy Scout Troop 65
1918 Foundation's violation of any Iaw 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.
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
VI. WARRANTIES
Boy Scout Troop 65 — 1918 Foundation 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 Boy Scout Troop 65 — 1918 Foundation, 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 Boy
Scout Troop 65 — 1918 Foundation.
C. None of the provisions herein contravenes or is in conflict with the authority under
which Boy Scout Troop 65 — 1918 Foundation is doing business or with the provisions of any
existing indenture or agreement of Boy Scout Troop 65 —1918 Foundation.
D. Boy Scout Troop 65 — 1918 Foundation 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. Boy Scout Troop 65 — 1918 Foundation 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.
Vu. 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. Boy Scout Troop 65 —1918 Foundation shall notify City of any changes in personnel
or governing board composition.
VIII. INDEMNIFICATION
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DocuSign Envelope ID: 6A75B423-E4D6-43F9-9490-07DF96AD9C25
TO THE EXTENT AUTHORIZED BY LAW, BOY SCOUT TROOP 65 — 1918
FOUNDATION AGREES TO INDEMNIFY, HOLD HARMLESS, 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
KIND OR CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE
PERFORMANCE BY BOY SCOUT TROOP 65 — 1918 FOUNDATION OR THOSE
SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDINGALL 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 INTENTIONAL ACTS OF BOY SCOUT TROOP 65 — 1918
FOUNDATION, 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 Boy Scout Troop 65 —1918 Foundation 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@cityofdentorz.com
Boy Scout Troop 65 —1918 Foundation
Todd Price
Treasurer
1115 Shady Oak Circle
Argyle, TX 76226
E -Mail: 1918foundation@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. Boy Scout Troop 65 —1918 Foundation 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 Boy Scout Troop 65 — 1918 Foundation 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
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-07DF96AD9C25
breach of covenant or default which may then or subsequently be committed by Boy Scout Troop 65
—1918 Foundation. 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
Agreement as of the 21st day of September , 2021
ATTEST:
ROSA RIOS, CITY SECRETARY
DocuSigned by:
BY: Ras'` 14"
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wQENTON
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SARA HENSLEY, INTERIM CITY
MANAGER
BOY SCqU one
OOP 65 —1918 FOUNDATION
BY: Pria-
TODD PRICE
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
DocuSigned by:
BY: VX WbVu
694722343S11431—
TREASURER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by;
! t t Sarah
A�v`a! � �A�,{�U,t.VKuechler
S%NAW"44D... PRINTED NAME
chief of Staff
TITLE
city Manager's office
Page 5 of 6 DEPARTMENT