23-1797DocuSign Envelope ID: DBA45260-E4DC4A30-BIF3-AC894D7FAA93
ORDINANCENO. 23-1797
AN ORDINANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZING THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND
CUMBERLAND YOUTH AND FAMILY SERVICES FOR THE EXPENDITURE OF CITY
COUNCIL CONTINGENCY FUNDS IN THE AMOUNT OF ONE HUNDRED DOLLARS
(8100) IN SUPPORT OF THE ORGANIZATION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Cumberland Youth and Family Services is a nonprofit organization with a
mission to support youth in foster care, young adults aging out of foster care, and single-parent
families; and
WHEREAS, Gerard Hudspeth, Mayor, requested support from available contingency funds
to support Cumberland Youth and Family Services; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and Cumberland Youth and Family Services, attached hereto and made a part hereof by
reference (the “Agreement”), furthers a charitable cause, economic or community growth, or 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 and hereby ratified.
SECTION 2. The Agreement is hereby approved, and the City Manager, or 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 One
Hundred Dollars ($ 100) in accordance with the terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
DocuSign Envelope ID: DBA45260-E4DC4A30-BIF3-AC894D7FAA93
The motion to approve this ordinance was made by [8,i,.„ B,,LL 1 and seconded by bcu,,, R,6',1.
The ordinance was passed and approved by the following vote U–D – J :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck. District 2:
Paul Meltzer, District 3 :
Joe Holland. District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
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PASSED AND APPROVEDthi,th, 26+- d,y ,f $(e+,,,b,,
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GERARD HUDSPETFI, MAYOR
ATTEST:
JESUS SALAZAR, CITY SECRETARY t\\\\II111111
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
Susan Keller Et::r2023.09.1213:44:14
BY' -05'oo'
DocuSign Envelope ID: CAC3381A-5ECE-4077-93BF-8C29DE89A557
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
CUMBERLAND YOUTH AND FAMILY
SERVICES
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 Youth and Family
Services, a Texas non-profit corporation.
WHEREAS, the City has determined the services provided by Cumberland Youth and
Family Services to the citizens of the City merit assistance through the Council Contingency Fund
and the City has provided funds in its budget for such Council Contingency Fund; and
WHEREAS, Gerard Hudspeth, Mayor, requested support from available contingency funds
to support the Cumberland Youth and Family Services; 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 YOUTH AND FAMILY
SERVICES
In consideration of the receipt of funds from City, Cumberland Youth and Family Services
agrees to the following terms and conditions:
A. One Hundred and no/100 ($100.00) shall be paid to Cumberland Youth and Family
Services by the City to be utilized for the support of the organization.
B. Cumberland Youth and Family Services will maintain adequate records to establish
that the City funds are used for the purposes authorized by this Agreement. Funds shall be used on
expenses not prohibited or deemed criminal pursuant to Texas law.
C. Upon request, Cumberland Youth and Family Services will permit authorized
officials of the 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 Youth and Family Services 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 Youth and Family Services will appoint a representative who will be
available to meet with City officials when requested.
F. Cumberland Youth and Family Services 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 Youth and Family Services’
DocuSign Envelope ID: CAC3381A-5ECE4077-93BF-8C29DE89A557
non-compliance with the non-discrimination requirements, the Agreement may be canceled,
terminated, or suspended in whole or in part, and Cumberland Youth and Family Services may be
barred from further contracts with the City.
G. Cumberland Youth and Family Services 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.
11: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 one year from the effective date unless the
contract is sooner terminated under Section V “Termination”.
III. PAYMENTS
A. PAYMENTS TO CUMBERLAND YOUTH AND FAMILY SERVICES. CIty ShaII pay tO
Cumberland Youth and Family Services the sum specified in Article I after the effective date of
this Agreement.
B. ExcEss PAYMENT. Cumberland Youth and Family Services 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 Youth
and Family Services; 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 Youth and Family Services agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Cumberland Youth and
Family Services shall maintain records that provide complete and accurate statements as to the
status and use of City funds. In addition, upon request, Cumberland Youth and Family Services
agrees to provide City the following data and reports, or copies thereof: all external or internal
audits. Cumberland Youth and Family Services 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 Youth and Family
Services violates any covenants, agreements, or guarantees of this Agreement, Cumberland Youth
and Family Services insolvency or filing of bankruptcy, dissolution, or receivership, or Cumberland
Youth and Family Services’ 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.
DocuSign Envelope ID: CAC3381A-5ECEJ+077-93BF-8C29DE89A557
VI. WARRANTIES
Cumberland Youth and Family Services 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 Cumberland Youth and Family Services, 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 Youth and Family Services.
C. None of the provisions herein contravenes or is in conflict with the authority under
which Cumberland Youth and Family Services is doing business or with the provisions of any
existing indenture or agreement of Cumberland Youth and Family Services.
D. Cumberland Youth and Family Services 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 Youth and Family Services 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 Youth and Family Services shall notify the City of any changes in
personnel or governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, CUMBERLAND YOUTH AND
FAMILY SERVICES AGREES TO INDEMNIFY, HOLD HARMLESS, AND DEFEND
THE CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY
DocuSign Envelope ID: CAC3381A-5ECE4077-93BF-8C29DE89A557
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 CUMBERLAND YOUTH AND FAMILY SERVICES
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
YOUTH AND FAMILY SERVICES, 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 Youth and Family
Services or City, as the case may be, at the following addresses:
CITY
City of Denton, Texas
Ann: City Manager
215 E. McKinney
Denton, TX 76201
sara.hensley@cityofdenton.com
Cumberland Youth and Family Services
Courtney Banatoski
President
909 Greenlee St
Denton, TX 76201
cbanatoski@cumberlandservices.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 Youth and Family Services 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 the 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 Youth and Family Services 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 Cumberland Youth
and Family Services. Neither shall such payment, act, or omission in any manner impair or
prejudice any right, power, privilege, or remedy available to the City to enforce its rights hereunder,
which rights, powers, privileges, or remedies are always specifically preserved. No representative
or agent of the City may waive the effect of this provision.
DocuSign Envelope ID: CAC3381A-5ECE-4077-93BF-8C29DE89A557
D. The following sections shall survive the termination of this Agreement: Section 1,
Subsections B, C, and E; Section III Subsection B; Section VI Subsection A; and Section IX
E. 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.
F. 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.
FN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the 26th day of September , 2023 .
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
SMA H&M££y
DocuSigned by:
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:Josh gAla4)dr
CUMBERLAND YOUTH AND FAMILY
SERVICES
APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
S usa n Ke IIe r E::2023.09. 12 13:42:oo
BY ' -05'oo'
DocuSign Envelope ID: CAC3381A-5ECE4077-93BF-8C29DE89A557
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
,Cassey Ogden.
PRINT NAMESIGNATURE
Chief Financial Officer
TITLE
Finance
DEPARTMENT