21-1725ORDINANCE NO. 21-1725
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND CUMBERLAND PRESBYTERIAN CHILDREN'S
HOME; 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 FOR
AN EFFECTIVE DATE.
WHEREAS, the purpose of Cumberland Presbyterian Children's Home is to serve
children and families by providing healing and hope; and
WHEREAS, Cumberland Presbyterian Children's Home provides residential care
including Children's emergency shelter, Children's specialized Residential care, and a family
residential program; and non-residential care through community counseling and classes; and
WHEREAS, Mayor Hudspeth contributed a total of $200 from available contingency
funds for expenses related to residential care; 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 Cumberland Presbyterian Children's Home, 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 $200 in accordance with the terms
of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by -c ibbe- -bow ; S
and seconded by:Rt -,O-V^N . This ordinance was passed and
approved by the following vote r -1 - a:
Deb Armintor, At Large Place 5:
Paul Meltzer, Mayor Pro Tem: J
Absent
PASSED AND APPROVED this the Z$-� day of ��}2,Mkje , 2021.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
�� C.y�,' •�S Z r
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, JV ERI1 CI ATTORNEY '
TY
grta ys�gne yMarcellaLunn
DW cn=Marcella Lunn, o, ou=city . •'
p1 �r y y y of Denton, �j '•,�� " r
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Aye Nay Abstain
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: J
Absent
PASSED AND APPROVED this the Z$-� day of ��}2,Mkje , 2021.
GERARD HUDSPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
�� C.y�,' •�S Z r
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, JV ERI1 CI ATTORNEY '
TY
grta ys�gne yMarcellaLunn
DW cn=Marcella Lunn, o, ou=city . •'
p1 �r y y y of Denton, �j '•,�� " r
11J1kJ1V A \ Ul� email=marcella.lunn@cityofdento r/ F. ••.....
n.com, r-135 0"j 4,1 ON,
BY: _ n vmt noxi i -c�.� z_nc•nn l,f/ %>�
DocuSign Envelope ID; 720E65F6-EBA6-41AD-BB79-2CFEFC2BIBCC
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
CUMBERLAND PRESBYTERIAN CHILDREN'S HOME
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 Cumberland Presbyterian Children's
Home, a Texas non-profit corporation, hereinafter referred to as "Cumberland".
WHEREAS, City has determined that the services provided by Cumberland 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 CUMBERLAND
In consideration of the receipt of funds from City, Cumberland agrees to the following terms
and conditions:
A. Two Hundred and no/100 ($200.00) shall be paid to Cumberland by City to be
utilized for paying general expenses.
B. Cumberland will maintain adequate records to establish that the City funds are used
for the purposes authorized by this Agreement.
C. Upon request, Cumberland 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. Cumberland will not enter into any contracts that would encumber City funds for a
period that would extend beyond the term of this Agreement.
E. Cumberland will appoint a representative who will be available to meet with City
officials when requested.
F. Cumberland 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 Cumberland's non-compliance with the non-discrimination requirements, the Agreement
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may be canceled, terminated, or suspended in whole or in part, and Cumberland may be barred from
further contracts with City.
CL Cumberland 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.
U. 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 Cumberland, unless the contract is sooner terminated
under Section V "Termination".
III. PAYMENTS
A. PAYMENTS TO CUMBERLAND. City shall pay to Cumberland the sum specified in
Article lI after the effective date of this Agreement.
B. EXCESS PAYMENT. Cumberland 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 Cumberland; 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
Cumberland agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Cumberland shall maintain records that provide complete
and accurate statements as to the status and use of City funds. In addition, upon request, Cumberland
agrees to provide City the following data and reports, or copies thereof: all external or internal audits.
Cumberland 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 Cumberland violates any covenants,
agreements, or guarantees of this Agreement, Cumberland's insolvency or filing of bankruptcy,
dissolution, or receivership, or Cumberland'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
Cumberland 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 Cumberland, 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
Cumberland.
C. None of the provisions herein contravenes or is in conflict with the authority under
which Cumberland is doing business or with the provisions of any existing indenture or agreement of
Cumberland.
D. Cumberland 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. Cumberland 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. Cumberland shall notify City of any changes in personnel or governing board
composition.
VM. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, CUMBERLAND 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 HIND OR CHARACTER,
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ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE BY
CUMBERLAND 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 INTENTIONAL ACTS OF CUMBERLAND, 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 Cumberland 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
CUMBERLAND
Cumberland Presbyterian Children's Home
Attn: Courtney Banatoski, President and CEO
909 Greenlee St.
Denton, TX 76201
E -Mail: ebanatoski@cpch.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. Cumberland 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 Cumberland 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 Cumberland. 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.
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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 day of 3ea2JPg bei-- , 2021.
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO
CATHERINE CLIF7
CITY OFD NTON
q�(t& I
SARA HENSLEY, INTEk&CITY
MANAGER
U&I CIP 41A MAXItI 'I W1 1611WRIMINAM
CHI[ -nR FN' fi uo>,m=
t DocuSigned by:
COURTNEY BANATOSKI
PRESIDENT AND CEO
THIS AGREEMENT HAS BEEN
CITYATTORNEY BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
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