21-1732ORDINANCE NO. 21-1732
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON AND DENTON COMMUNITY MARKET;
AUTHORIZING THE CITY MANAGER TO EXECUTE SAID AGREEMENT; PROVIDING
FOR THE EXPENDITURE OF COUNCIL CONTINGENCY FUNDS IN AN AMOUNT NOT
TO EXCEED SIX HUNDRED DOLLARS ($600); AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the purpose of Denton Community Market is to strengthen the Denton
community by providing economic opportunities for local artists, businesses, food vendors, and
food producers; and
WHEREAS, Mayor Hudspeth contributed a total of $100 from available contingency
funds for general use needs; and Council Member Beck contributed a total of $500 from
available contingency funds for general use needs; 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 Market, 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 is 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 $600 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 3 [.55e.. �,4; S
and seconded by & ; C'.A 16-e C K.- . This ordinance was passed and
approved by the following vote 17 - _0J:
Aye Nay
Gerard Hudspeth, Mayor:
Vicki Byrd, District 1:
Brian Beck, District 2:
Jesse Davis, District 3:
Alison Maguire, District 4:
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Deb Armintor, At Large Place 5:
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Paul Meltzer, Mayor Pro Tem:
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Abstain Absent
PASSED AND APPROVED this the day of �?�e{�r�lOeC , 2021.
GERARD fftJD9fETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
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BY:
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APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
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DocuSign Envelope ID: 6E5D93F7-E9B2-46F5-BC22-69260AF77A8B
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON COMMUNITY MARKET
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 Market, a Texas
non-profit corporation, hereinafter referred to as "DCM".
WHEREAS, City has determined that the services provided by DCM 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 DCM
In consideration of the receipt of funds from City, DCM agrees to the following terms and
conditions:
A. Six Hundred and no/100 ($600.00) shall be paid to DCM by City to be utilized for
paying general expenses.
B. DCM will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. Upon request, DCM 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 anytime. 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. DCM will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
E. DCM will appoint a representative who will be available to meet with City officials
when requested.
F. DCM 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 DCM's non-compliance with the non-discrimination requirements, the Agreement may
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be canceled, terminated, or suspended in whole or in part, and DCM may be barred from further
contracts with City.
G DCM 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 DCM, unless the contract is sooner terminated under
Section V "Termination".
III. PAYMENTS
A. PAYMENTS To DCM. City shall pay to DCM the sum specified in Article II after the
effective date of this Agreement.
B. EXCESS PAYMENT. DCM 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 DCM; 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
DCM agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. DCM shall maintain records that provide complete and
accurate statements as to the status and use of City funds. In addition, upon request, DCM agrees to
provide City the following data and reports, or copies thereof. all external or internal audits. DCM
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 DCM violates any covenants,
agreements, or guarantees of this Agreement, DCM's insolvency or filing of bankruptcy, dissolution,
or receivership, or DCM'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
DCM 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 DCM, 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 DCM.
C. None of the provisions herein contravenes or is in conflict with the authority under
which DCM is doing business or with the provisions of any existing indenture or agreement of
DCM.
D. DCM 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. DCM 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. DCM shall notify City of any changes in personnel or governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BYLAW, DCM 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 DCM OR THOSE SERVICES
CONTEMPLATED BY THIS AGREEMENT, INCLUDING ALL SUCH CLAIMS OR
CAUSES OF ACTION BASED UPON COMMON, CONSTITUTIONAL OR STATUTORY
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DocuSign Envelope ID: 6E5D93F7-E9B2-46F5-BC22-69260AF77A8B
LAW, OR BASED, IN WHOLE OR IN PART, UPON ALLEGATIONS OF NEGLIGENT OR
INTENTIONAL ACTS OF DCM, 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 DCM 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
DCM
Denton Community Market
Attn: Caro Kauffman, Board President
P.O. Box 3057
Denton, TX 76202
E -Mail: vendorcoordinator@dentonmarket.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. DCM shall not transfer, pledge or otherwise assign this Agreement or any interest
therein, or any claim arising thereunder to any parry 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 DCM 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 DCM. 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.
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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 28th day of September , 2021.
ATTEST:
ROS " rDocuSigned by: " SECRETARY
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BY• 1CSCA8C5E175493..
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DocuSigned by:
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SARA HEN SLEY, INTERIM CITY
MANAGER
DENTnN CnMMT TNTTY MARKET
DocuSigned by:
BY: C,AVb �a.V,
3847555E9BA648E...
CARO KAUFFMAN
BOARD PRESIDENT
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
,DocuSigned by:
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Page 5 of 5
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by.:.
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380421 E9664D44D...
SIUNA ,URE
chief of staff
TITLE
Sarah Kuechler
PRINTED NAME
city Manager's office
DEPARTMENT