23-1809DocuSign Envelope ID: 9766ADE7-AC02-4249-8F99-DE7658556149
ORDINANCE NO. 23- 1809
AN ORDINANCE OF THE CITY OF DENTON APPROVrNG, AND AUTHORIZING THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE
WOMAN TO WOMAN PREGNANCY CENTER FOR THE EXPENDITURE OF CITY
COUNCIL CONT[NGENCY FUNDS IN THE AMOUNT OF ONE HUNDRED DOLLARS
($100) IN SUPPORT OF THE ORGANIZATION; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Woman to Woman Pregnancy Resource Center is a nonprofit and ministry
with a mission to empower women and families to make wise life choices financially, relationally,
and sexually and provides free resources, education, and support to women and families in need;
and
WHEREAS, Gerard Hudspeth, Mayor, requested support from available contingency funds
to support the Woman to Woman Pregnancy Resource Center; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and the Woman to Woman Pregnancy Resource Center, attached hereto and made a part
hereof by reference (the “Agreement”), furthers a charitable cause, economic or community
growth, or public interest; NOW THEREFORE,
THE COUNCil OF THE CITY OF DENTON HEREBY ORDAINS :
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance and hereby ratified.
SECTION 2. The Agreement is hereby approved, and the City Manager, or designee, is
hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the
City under the Agreement, including the expenditure of funds in an amount not to exceed One
Hundred Dollars ($ 100) in accordance with the terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
DoLuSign Envelope ID: 9766ADE7-AC02-4249-8F99-DE7658556 149
The motion to approve this ordinance was made by [B „ A- i:>cell ] and seconded by [B . ch\sc h'6+
The ordinance was passed and approved by the following vote L–_– J :
Aye
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1
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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:/
PASSED AND APPROVED this the a6F" day of See Lwtb'/, 2023.
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ATTEST:
JESUS SALAZAR, CITY SECRETARY L\\\11111DF
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APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by
S usa n Ke IIe r ::i::2K£3Ei9. 1 3
BY. 17:05:22 -05'oo'
DocuSign Envelope ID: 36C3FC07-EC17-465D-9804-29E06993DBA6
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND THE
WOMAN TO WOMAN PREGNANCY
RESOURCE CENTER
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 the Woman to Woman Pregnancy
Resource Center, a Texas non-profit corporation.
WHEREAS, the City has determined the services provided by the Woman to Woman
Pregnancy Resource Center 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 Woman to Woman Pregnancy Resource Center; 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 THE WOMAN TO WOMAN PREGNANCY
RESOURCE CENTER
In consideration of the receipt of funds from the City, the Woman to Woman Pregnancy
Resource Center agrees to the following terms and conditions:
A. One Hundred and no/100 ($100.00) shall be paid to the Woman to Woman
Pregnancy Resource Center by the City to be utilized for the support of the organization.
B. The Woman to Woman Pregnancy Resource Center 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, the Woman to Woman Pregnancy Resource Center 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. The Woman to Woman Pregnancy Resource Center will not enter into any contracts
that would encumber City funds for a period that would extend beyond the term of this Agreement.
E. The Woman to Woman Pregnancy Resource Center will appoint a representative
who will be available to meet with City officials when requested.
F. The Woman to Woman Pregnancy Resource Center will comply with all applicable
federal, State, and local laws and policies including all applicable equal employment opportunity
DocuSign Envelope ID: 36C3FC07-EC17465D-9804-29E06993DBA6
and affirmative action laws or regulations. In the event of the Woman to Woman Pregnancy
Resource Center’s non-compliance with the non-discrimination requirements, the Agreement may
be canceled, terminated, or suspended in whole or in part, and the Woman to Woman Pregnancy
Resource Center may be barred from further contracts with the City.
G. The Woman to Woman Pregnancy Resource Center 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. PAY hUNTS TO THE WOMAN TO WOMAN PREGNANCY RESOURCE CENTER. CIty ShaII
pay to the Woman to Woman Pregnancy Resource Center the sum specified in Article I after the
effective date of this Agreement.
B. ExcEss PAYMENT. The Woman to Woman Pregnancy Resource Center 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 the Woman
to Woman Pregnancy Resource Center; 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
The Woman to Woman Pregnancy Resource Center agrees to participate in an
implementation and maintenance system whereby the services can be continuously monitored. The
Woman to Woman Pregnancy Resource Center maintains records that provide complete and
accurate statements as to the status and use of City funds. In addition, upon request, the Woman to
Woman Pregnancy Resource Center agrees to provide the City with the following data and reports,
or copies thereof: all external or internal audits. The Woman to Woman Pregnancy Resource
Center shall submit a copy of the annual independent audit to the City within ten (10) days of
receipt; all external or internal evaluation reports; and an explanation of any major changes in
program sewlces.
V. TERMINATION
The City may terminate this Agreement for cause if the Woman to Woman Pregnancy
Resource Center violates any covenants, agreements, or guarantees of this Agreement, the Woman
to Woman Pregnancy Resource Center's insolvency or filing of bankruptcy, dissolution, or
receivership, or the Woman to Woman Pregnancy Resource Center’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.
DocuSign Envelope ID: 36C3FC07-EC17'+65D-9804-29E06993DBA6
VI. WARRANTIES
The Woman to Woman Pregnancy Resource Center 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 the Woman to Woman Pregnancy Resource Center, 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 the
Woman to Woman Pregnancy Resource Center.
C. None of the provisions herein contravenes or is in conflict with the authority under
which the Woman to Woman Pregnancy Resource Center is doing business or with the
provisions of any existing indenture or agreement of the Woman to Woman Pregnancy Resource
Center
D. The Woman to Woman Pregnancy Resource Center 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. The Woman to Woman Pregnancy Resource Center 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. The Woman to Woman Pregnancy Resource Center shall notify the City of any
changes in personnel or governing board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE WOMAN TO WOMAN
PREGNANCY RESOURCE CENTER AGREES TO INDEMNIFY, HOLD
DocuSign Envelope ID: 36C3FC07-EC17465D-9804-29E06993DBA6
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 THE WOMAN TO WOMAN
PREGNANCY RESOURCE CENTER 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 THE WOMAN TO WOMAN PREGNANCY RESOURCE CENTER, 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 The Woman to Woman
Pregnancy Resource Center 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
Woman to Woman Pregnancy Resource Center
521 N. Locust St
Denton, TX 76201
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. The Woman to Woman Pregnancy Resource Center 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 the Woman to Woman Pregnancy Resource Center
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 the Woman to
Woman Pregnancy Resource Center. 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: 36C3FC07-EC17-465D-9804-29E06993DBA6
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.
IN WITNESS WHEREOF, the parties do hereby afTix their signatures and enter into this
Agreement as of the 26th day of September , 2023.
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
SMA H+q&?
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:Ish SAIa'pr
WOMAN TO WOMAN PREGNANCY
RESOURCE CENTER
APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
S usa n Ke ller £t::r2023.09.13 17:05:41
BY : -05'oo'
DocuSign Envelope ID: 36C3FC07-EC17465D-9804-29E06993DBA6
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
.Cassey Ogden.
PRINT NAMESIGNATtIkE
Chief Financial Officer
TITLE
Finance
DEPARTMENT