23-1801DocuSign Envelope ID: E565C36A-.A96146EE4E78-FE3C877ECD4F
ORDINANCE NO. 23- 180 1
AN ORDINANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZING THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE
DENTON FREEDOM HOUSE FOR THE EXPENDITURE OF CITY COUNCIL
CONTINGENCY FUNDS IN THE AMOUNT OF ONE HUNDRED DOLLARS ($100) IN
SUPPORT OF ZERA COFFEE WITH A CAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, Denton Freedom House is a ministry-based organization that offers resident
recovery programs, operates a food pantry, and Zera Coffee shop which fulfills its mission by
teaching men and women in recovery skills to operate in a healthy workplace; and
WHEREAS, Gerard Hudspeth, Mayor, requested support from available contingency funds
to support the Denton Freedom House’s Zera Coffee with a Cause; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and Denton Freedom House, attached hereto and made a part hereof by reference (the
“Agreement”), furthers a charitable cause, economic or community growth, or public interest;
NOW THEREFORE,
THE couNcn OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated
by reference into the body of this Ordinance and hereby ratified.
SECTION 2. The Agreement is hereby approved, and the City Manager, or designee, is
hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the
City under the Agreement, including the expenditure of funds in an amount not to exceed One
Hundred Dollars ($ 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: E565C36A-A96146EE.8E78-FE3C877ECD4F
The motion to approve this ordinance was made by [ g. B&ch 1 and seconded by r B. Chu.n,qH
The ordinance was passed and approved by the following vote D– JI – 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 ANDAPPROVEDthisthe AG k day of See it.-.ba , 2023.
mmPETH, MAYOR
ATTEST:
JESUS SALAZAR, CITY SECRETARY b\\\\\ItjIIII
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APPROVED AS TO LEGAL FORM:
MACK RE[NWAND, CITY ATTORNEYSusan :i: ItSJeTli:rne y
B \r : K Ie 1 1 1e r 1 )::beI :i: 2=i: : J 1 9
DocuSign Envelope ID: E565C36A-A961-+6EE4E7&FE3C877ECD4F
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON FREEDOM HOUSE
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 Freedom House, a Texas
non-profit corporation.
WHEREAS, the City has determined the services provided by the Denton Freedom House’s
Zera Coffee with a Cause 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 Denton Freedom House; 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 FREEDOM HOUSE
In consideration of the receipt of funds from the City, the Denton Freedom House agrees
to the following terms and conditions:
A. One Hundred and no/100 ($ 100.00) shall be paid to the Denton Freedom House by
the City to be utilized for the support of the organization.
B. Denton Freedom House 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 Denton Freedom House 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. Denton Freedom House 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 Freedom House will appoint a representative who will be available to meet
with City officials when requested.
F. Denton Freedom House 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 Freedom House’s non-compliance with the non-
discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole
DocuSign Envelope ID: E565C36A-A961J+6EE4E7&FE3C877ECD4F
or in part, and Denton Freedom House may be barred from further contracts with the City.
G. Denton Freedom House 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 one year from the effective date unless the
contract is sooner terminated under Section V “Termination”.
Ill. PAYMENTS
A. PAYMENTS TO DENTON FREEDOM HOUSE. City shall pay to Denton Freedom House
the sum specified in Article 1 after the effective date of this Agreement.
B. ExcEss PAYMENT. Denton Freedom House 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 Freedom House; 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 Freedom House agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. Denton Freedom House maintains records
that provide complete and accurate statements as to the status and use of City funds. In addition,
upon request, the Denton Freedom House agrees to provide the City with the following data
and reports, or copies thereof: all external or internal audits. Denton Freedom House 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 services.
V. TERN4rNATION
The City may terminate this Agreement for cause if Denton Freedom House violates any
covenants, agreements, or guarantees of this Agreement, Denton Freedom House insolvency or
filing of bankruptcy, dissolution, or receivership, or Denton Freedom House’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 Freedom 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
DocuSign Envelope ID: E565C36A-A961-+6EE4E78-FE3C877ECD4F
conditions of Denton Freedom House, 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
Denton Freedom House.
C. None of the provisions herein contravenes or is in conflict with the authority under
which the Denton Freedom House is doing business or with the provisions of any existing
indenture or agreement of the Denton Freedom House.
D. Denton Freedom House 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 Freedom House 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 Freedom House shall notify the City of any changes in personnel or governing
board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE DENTON FREEDOM HOUSE
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 FREEDOM HOUSE 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
DocuSign Envelope ID: E565C36A-A961-+6EE4E78-FE3C877ECD4F
OR INTENTIONAL ACTS OF DENTON FREEDOM HOUSE, 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 Denton Freedom House 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
Denton Freedom House
Jason Young
3083 Trails End
Aubrey, TX 76227
jyoung@dentonfreedomhouse.com
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 Freedom House 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 Denton Freedom House 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 Freedom House. 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.
D. The following sections shall survive the termination of this Agreement: Section I,
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.
DocuSign Envelope ID: E565C36A-A96146EE4E7&FE3C877ECD4F
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 affix their signatures and enter into this
Agreement as of the day of , 2023 .
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:
DENTON FREEDOM HOUSE
APPROVED AS TO LEGAL FORM
MACK RErNWAND, CITY ATTORNEY
Digitally signed by Susan
Susan Keller :::2023.09,19 18:03:23
BY ' -05'oo'
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
.Cassey Ogden.
PRINT NAME
Chief Financial Officer
TITLE
Finance
DEPARTMENT
DocuSign Envelope ID: 83EB51A4-CE1641 AO-9308-2BC481F2FFFD
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND
DENTON FREEDOM HOUSE
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 Freedom House, a Texas
non-profit corporation.
WHEREAS, the City has determined the services provided by the Denton Freedom House’s
Zera Coffee with a Cause 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 Denton Freedom House; 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 FREEDOM HOUSE
In consideration of the receipt of funds from the City, the Denton Freedom House agrees
to the following terms and conditions:
A. One Hundred and no/100 ($100.00) shall be paid to the Denton Freedom House by
the City to be utilized for the support of the organization.
B. Denton Freedom House 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 Denton Freedom House 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. Denton Freedom House 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 Freedom House will appoint a representative who will be available to meet
with City officials when requested.
F. Denton Freedom House 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 Freedom House’s non-compliance with the non-
discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole
DocuSign Envelope ID: 83EB51A4-CE1641 A0-9308-2BC481F2FFFD
conditions of Denton Freedom House, 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
Denton Freedom House.
C. None of the provisions herein contravenes or is in conflict with the authority under
which the Denton Freedom House is doing business or with the provisions of any existing
indenture or agreement of the Denton Freedom House.
D. Denton Freedom House 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 Freedom House 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 Freedom House shall notify the City of any changes in personnel or governing
board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, THE DENTON FREEDOM HOUSE
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 FREEDOM HOUSE 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
DocuSign Envelope ID: 83EB51A4-CE1641 A0-9308-2BC481F2FFFD
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 affix their signatures and enter into this
Agreement as of the 26th day of September , 2023 .
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
SMA HtM££y
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:Jose gala„)ap
DENTON FREEDOM HOUSE
Asdll gMbH
APPROVED AS TO LEGAL FORM
MACK RErNWAND, CITY ATTORNEY
Digitally signed by Susan
S usa n Ke IIe r =!::r2023.09.1918:03:23BY: -05'oo'
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
DocuSigned by:
c„”I z’WI'”
sTaRIX
_Cassey Ogden,
PRINT NAME
Chief Financial Officer
TITLE
Finance
DEPARTMENT