23-1849DocuSign Envelope ID: D29688D9-3EOD-462E-96E6-7AFIA5AAF18B
ORDINANCE NO 23- 1849
AN ORDINANCE OF THE CITY OF DENTON APPROVING, AND AUTHORIZ[NG THE
EXECUTION OF, AN AGREEMENT BETWEEN THE CITY OF DENTON AND VETERANS
OF FOREIGN WARS (VFW) POST 2205 FOR THE EXPENDITURE OF CITY COUNCIL
CONTINGENCY FUNDS IN THE AMOUNT OF FIVE HUNDRED DOLLARS ($500) FOR
STUDENT VETERAN GAMING CENTER; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, VFW-Post 2205 is a nonprofit organization with a mission to be fraternal,
patriotic, historical, charitable, and educational; to preserve and strengthen comradeship among its
members; to assist worthy comrades; to perpetuate the memory and history of our dead; and to
assist their widows and orphans; to maintain true allegiance to the Government of the United States
of America, and fidelity to its Constitution and laws; to foster true patriotism; to maintain and
extend the institutions of American freedom, and to preserve and defend the United States from all
her enemies; and
WHEREAS, Brian Beck, District 2, requested support from available contingency funds to
support VFW.'Post 2205; and
WHEREAS, the City Council of the City of Denton hereby finds the agreement between
the City and VFW-Post 2205, 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 Dollars ($500) in accordance with the terms of the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval.
DocuSign Envelope ID: D29688D9-3EOD-462E-96E6-7AFIA5AAF18B
The motion to approve this ordinance was made by [Q:__ B. dz 1 and seconded by [B(b., J, 1~I,6,71.
The ordinance was passed and approved by the following vote k–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:
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PASSED AND APPROVED thi, th, I(=k d,y ,f S,p+,Mb,/, 2023.
GERARD HUDSPETH, MAYOR
ATTEST:
JESUS SALAZAR, CITY SECRETARY b\\\III IIIIf
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by
Susan Ke ller ::i::2K;2::9.19
BY: 15:14:57 -05’oo'
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DocuSign Envelope ID: 35C01372-DCCE4C18-81B9-963E76877123
COUNCIL CONTINGENCY FUND AGREEMENT
BETWEEN THE CITY OF DENTON AND VFW-
POST 2205
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 VFW-Post 2205 , a Texas non-
profit corporation.
WHEREAS, the City has determined the services provided by VFW-Post 2205 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, Brian Beck, District 2, requested support from available contingency funds to
support the VFW-Post 2205 ; 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 VFW-POST 2205
In consideration of the receipt of funds from City, VFW-Post 2205 agrees to the following
terms and conditions:
A. Five Hundred and no/100 ($500.00) shall be paid to VFW-Post 2205 by the City to
be utilized for the support of the organization.
B. VFW-Post 2205 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, VFW-Post 2205 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. VFW-Post 2205 will not enter into any contracts that would encumber City funds
for a period that would extend beyond the term of this Agreement.
E. VFW-Post 2205 will appoint a representative who will be available to meet with
City officials when requested.
F. VFW-Post 2205 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 VFW-Post 2205 ’ non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
VFW-Post 2205 may be barred from further contracts with the City.
DocuSign Envelope ID: 35C01372-DCCE4C18-81B9-963E76877123
G. VFW-Post 2205 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”.
III. PAYMENTS
A. PAYMENTS TO VFW-POST 2205 . City shall pay to VFW-Post 2205 the sum specified
in Article I after the effective date of this Agreement.
B. ExcEss PAYMENT. VFW-Post 2205 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 VFW-Post 2205 ; 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
VFW-Post 2205 agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. VFW-Post 2205 shall maintain records that
provide complete and accurate statements as to the status and use of City funds. In addition,
upon request, VFW-Post 2205 agrees to provide City the following data and reports, or copies
thereof: all external or internal audits. VFW-Post 2205 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 WW-Post 2205 violates any
covenants, agreements, or guarantees of this Agreement, VFW-Post 2205 insolvency or filing of
bankruptcy, dissolution, or receivership, or VFW-Post 2205 ’ 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: 35C01372-DCCE-4C18-81B9-963E76877123
VI. WARRANTIES
VFW-Post 2205 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 VFW-Post 2205 , 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 VFW-
Post 2205
C. None of the provisions herein contravenes or is in conflict with the authority under
which VFW-Post 2205 is doing business or with the provisions of any existing indenture or
agreement of VFW-Post 2205 .
D. VFW-Post 2205 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
transactron.
VFW-Post 2205 does not have any conflicts of interest with respect to this
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. VFW-Post 2205 shall notify the City of any changes in personnel or governing
board composition.
VIII. INDEMNIFICATION
TO THE EXTENT AUTHORIZED BY LAW, VFW-POST 2205 AGREES TO
INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR
DocuSign Envelope ID: 35C01372-DCCE4CI 8-81 B9-963E76877123
INJURIES, DAMAGE, LOSS, OR LIABILITY OF WHATEVER KIND OR
CHARACTER, ARISING OUT OF OR IN CONNECTION WITH THE
PERFORMANCE BY WW-POST 2205 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 WW-POST 2205 , 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 VFW-Post 2205 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
VFW-Post 2205
909 Sunset 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. VFW-Post 2205 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 VFW-Post 2205 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 VFW-Post 2205 . 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.
DocuSign Envelope ID: 35C01372-DCCE-4C18-81B9-963E76877123
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 affix their signatures and enter into this
Agreement as of the 26th day of September , 2023 .
CITY OF DENTON
SARA HENSLEY, CITY MANAGER
DocuSigned by:
SMA HoatV
ATTEST:
JESUS SALAZAR, CITY SECRETARY
BY:Issl S nLM)ar
VFW-POST 2205
APPROVED AS TO LEGAL FORM
MACK REINWAND, CITY ATTORNEY
Digitally signed by Susan
Susan Keller E:t::r2023.09.1915:15:28
BY : -05'oo'
DocuSign Envelope ID: 35C01372-DCCE4C18-81B9-963E76877 123
THIS AGREEMENT nAS BEEN BOTH
REVIEWED AND APPROVED
As to financial and operational obligations
And business terms.
.Cassey Ogden,
PRINT NAMESIGNATURE
Chief Financial Officer
TITLE
Finance
DEPARTMENT