21-1741ORDINANCE NO. 21-1741_
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND SOLUTIONS OF NORTH TEXAS.;
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; PROVIDING
FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT
TO EXCEED EIGHT HUNDRED FIFTY DOLLARS ($850); AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the agreement
between the City and Solutions of North Texas, 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 Public Service
Agreement, including the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by 3c-, 0'r\
and seconded by Mok-9,j; (e-- This ordinance was passed and
approved by the following vote [ -1 - c�]:
Aye Nay Abstain Absent
Gerard Hudspeth, Mayor: I/ -
Vicki Byrd, District 1: 1_
Brian Beck, District 2: ✓
Jesse Davis, District 3: ,/
Alison Maguire, District 4:
Deb Armintor, At Large Place 5: ✓
Paul Meltzer, Mayor Pro Tem: I/
PASSED AND APPROVED this the 'L-1 day of , 2021.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:IttI11111 110"
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APPROVED AS TO LEGAL FORM: .`',V �*r•• : y
CATHERINE CLIFTON, INTERIM CITY ATTORNEY r
Digitally signed by Marcella Lunn
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Denton.
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DocuSign Envelope ID: 6A758423-E4DB-43F9-9490-D7DF96AD9G25
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
SOLUTIONS OF NORTH TEXAS
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 Solutions of North Texas, a Texas non-
profit corporation, hereinafter referred to as "SOLUTIONS".
WHEREAS, City has determined that the services provided by SOLUTIONS 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 SOLUTIONS
In consideration of the receipt of funds from City, SOLUTIONS agrees to the following terms
and conditions:
A. Eight Hundred Fifty Dollars and no/100 ($850.00) shall be paid to SOLUTIONS
by City to be utilized for paying general expenses.
B. SOLUTIONS will maintain adequate records to establish that the City funds are used
for the purposes authorized by this Agreement.
C. Upon request, SOLUTIONS 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. SOLUTIONS will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
E. SOLUTIONS will appoint a representative who will be available to meet with City
officials when requested.
F. SOLUTIONS 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 SOLUTIONS's non-compliance with the non-discrimination
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requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
SOLUTIONS may be barred from further contracts with City.
G. SOLUTIONS 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 SOLUTIONS, unless the contract is sooner
terminated under Section V "Termination".
III. PAYMENTS
A. PAYMENTS TO SOLUTIONS. City shall pay to SOLUTIONS the sum specified in
Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. SOLUTIONS 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 SOLUTIONS; 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
SOLUTIONS agrees to participate in an implementation and maintenance system whereby
the services can be continuously monitored. SOLUTIONS shall maintain records that provide
complete and accurate statements as to the status and use of City funds. In addition, upon request,
SOLUTIONS agrees to provide City the following data and reports, or copies thereof. all external or
internal audits. SOLUTIONS 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 SOLUTIONS violates any covenants,
agreements, or guarantees of this Agreement, SOLUTIONS's insolvency or filing of bankruptcy,
dissolution, or receivership, or SOLUTIONS'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
SOLUTIONS represents and warrants that:
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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 SOLUTIONS, 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
SOLUTIONS.
C. None of the provisions herein contravenes or is in conflict with the authority under
which SOLUTIONS is doing business or with the provisions of any existing indenture or agreement
of SOLUTIONS.
D. SOLUTIONS 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. SOLUTIONS 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. SOLUTIONS shall notify City of any changes in personnel or governing board
composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, SOLUTIONS 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,
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DocuSign Envelope ID: 6A75B423-E4DB-43F9-9490-D7DF96AD9C25
ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY SOLUTIONS
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 SOLUTIONS, 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 SOLUTIONS 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
SOLUTIONS
Scott Wisenbaker
Executive Director
P.O. Box 448
Denton, TX 76202
E -Mail: sara.hensley@cityofdenton.com E -Mail: scott@sontx.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. SOLUTIONS 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 fill force and effect and continue to conform to the original
intent of both parties hereto.
C. In no event shall any payment to SOLUTIONS 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 consti-
tute 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 SOLUTIONS. 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 specificaliy
preserved. No representative or agent of City may waive the effect of this provision.
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DocuSign Envelope ID: 6A758423-E4DB-43F9-9490-D7DF96AD9C25
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 1st day of September , 2021.
CITY OF DENTON
cc DocuSiigned by:
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�B4 LEY, INTERIM CITY
MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
[-0ocvSiigned by.
BY: Izz"
'CSCASC5Ef 75493... SOLUTIONS
BY: f—DocuSigned by:
scw Nisti Aktr
SC(JBAKER
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
D-oLcuSigned by:
BY: lf ,�T�� (�ADU+. _
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EXECUTIVE DIRECTOR
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by:
Chief of staff
Sarah Kuechler
PRINTED NAME
TITLE
city manager's office
DEPARTMENT