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23-1705DocuSign Envelope ID: 40D65A884256-49C0-B8DF-33F&+9136600 ORDINANCE NO. 23- 1705 AN ORDNANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZING THE EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON COUNTY MHMR CENTER FOR THE EXPENDITURE OF CITY COUNCIL CONTiNGENCY FUNDS IN THE AMOUNT OF FIVE HUNDRED AND TWENTY FIVE DOLLARS ($525) FOR AN EMPLOYEE APPRECIATION EVENT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Denton County MHMR Center is a nonprofit organization with a mission to provide mental health, intellectual and developmental disabilities, and crisis services to individuals in Denton County; and WHEREAS, Paul Meltzer, District 3, requested support from available contingency funds to support the Denton County MHMR Center employee appreciation event; and WHEREAS, the employee appreciation event was planned for and held on August 25, 2023 , prior to the seasonal closure of the facility and in between scheduled Committee and Council meeting dates for approval; and. WHEREAS, the City Council of the City of Denton hereby finds the agreement between the City and Denton County MHMR Center, 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 Five Hundred And Twenty Five Dollars ($525) in accordance with the terms of the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. DocuSign Envelope ID: 40D65A88425649C0-B8DF-33F849136600 The motion to approve this ordinance was made by [b, ._~ 6,ca 1 and seconded by [S,,J, _ Hae_ The ordinance was passed and approved by the following vote L–_– 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: ,/ ./ -L JX ,/ U/ PASSED AND APPROVED thi, th, aG th d,y ,f Seo),w,.b,/_, 2023. £a// GERARD HUDSPETFI, MAYOR ATTEST: JESUS SALAZAR, CITY SECRETARY b\\111111/ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Susan S usa n Ke IIe rEt::r2023.08.29 09:42:45 BY . -05'oo' DocuSign Envelope ID: 40D65A884+256-49C0-B8DF-33F849136600 COUNCIL CONTINGENCY FUND AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY MHMR 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 County MHMIt, a Texas non-profit corporation . WHEREAS, City has determined the services provided by Denton County MHMR 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, Paul Meltzer, District 3, requested support from available contingency funds to support the Denton County MHMR Center employee appreciation event; 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: 1:OBLIGATIONS OF DENTON COUNTY MHN4R In consideration of the receipt of funds from City, Denton County MHMR agrees to the following terms and conditions: A. Five Hundred Twenty-Five Dollars and no/100 ($525.00) shall be paid to Denton County MHMR by City to be utilized for the support the employee appreciation event. B. Denton County MHMR 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, Denton County MHMR 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. Denton County MHIVIR will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. E. Denton County MHMR will appoint a representative who will be available to meet with City officials when requested. F. Denton County MHMR 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 Denton County MHMR's non-compliance with the non- discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Denton County MHMR may be barred from further contracts with City. DocuSign Envelope ID: B80ABB99-8AE94645-83E6-199B06A0313E COUNCIL CONTINGENCY FUND AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY MHMR 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 County MHMR, a Texas non-profit corporation. WHEREAS, City has determined the services provided by Denton County MHMR 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, Paul Meltzer, District 3, requested support from available contingency funds to support the Denton County MHMR Center employee appreciation event; 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: 1:OBLIGATIONS OF DENTON COUNTY MHMR In consideration of the receipt of funds from City, Denton County MHMR agrees to the following terms and conditions: A. Five Hundred Twenty-Five Dollars and no/100 ($525.00) shall be paid to Denton County MHMR by City to be utilized for the support the employee appreciation event. B. Denton County MHMR 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, Denton County MHMR 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. Denton County MHMR will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. E. Denton County MHMR will appoint a representative who will be available to meet with City officials when requested. R Denton County MHMR 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 Denton County MHMR's non-compliance with the non- discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Denton County IVIHMR may be barred from further contracts with City. DocuSign Envelope ID: B80ABB99-8AE9-W$83E6-199B06A0313E G. Denton County MHMR 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 Denton County MHMR, unless the contract is sooner terminated under Section V “Termination”. III. PAYMENTS A. PAYNnNTS TO DEVrON COUNTy MHv®. City shall pay to Denton County MHMR the sum specified in Article I after the effective date of this Agreement. B. ExcEss PAYMENT. Denton County MHIVIR 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 Denton County MHMR; 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 Denton County MHMR agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Denton County MHMR shall maintain records that provide complete and accurate statements as to the status and use of City funds. In addition, upon request, Denton County MHMR agrees to provide City the following data and reports, or copies thereof: all external or internal audits. Denton County MHMR 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 Denton County MHMR violates any covenants, agreements, or guarantees of this Agreement, Denton County MHMR insolvency or filing of bankruptcy, dissolution, or receivership, or Denton County MHMR'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 Denton County MHMR 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 Denton County MHMR, if applicable, as of the date shown on the financial report, DocuSign Envelope ID: B80ABB99-8AE94645-83E6-199B06A0313E 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 Denton County MHiVIR. C. None of the provisions herein contravenes or is in conflict with the authority under which Denton County MHMR is doing business or with the provisions of any existing indenture or agreement of Denton County MHMR. D. Denton County MHMR 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. Denton County MHMR 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. Denton County MHMR shall notify City of any changes in personnel or governing board composition. VIII. INDEMNIFICATION TO THE EXTENT AUTHORIZED BY LAW, DENTON COUNTY MHMR 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 DENTON COUNTY MHMR 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 DENTON COUNTY MHMR, ITS OFFICERS, DocuSign Envelope ID: B80ABB99-8AE94645-83E6-199B06A0313E 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 Denton County MHMR 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 E-Mail: sara.hensley@cityofdenton.com Denton County MHMR Pamela Gutierrez Executive Director 25 19 Scripture Denton, TX 76201 E-Mail: pam@dentonmhmr.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. Denton County MHMR 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 Denton County MHIVIR 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 Denton County MHMR. 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. DocuSign Envelope ID: B80ABB99-8AE9-4645-83E6-199B06A0313E IN 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 }IeM££y ATTEST: JESUS SALAZAR, CITY SECRETARY I DENTON COUNTY MHN4R DocuSigned by: [Pahtla daiLyW/) APPROVED AS TO LEGAL FORM MACK RETNWAND, CITY ATTORNEY Digitally signed by Susan Susan Keller :::,r2023.08.2909,©,04 BY ' 45'oo' THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED As to financial and operational obligations And business terms. Cassev Ogden PRINT NAMEG Chief Financial Officer TITLE Finance DEPARTMENT