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HomeMy WebLinkAbout1998-430ORDINANCE NO 0 AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON PARKS FOUNDATION PROVIDING FOR THE COORDINATION OF OPERATIONS AND ACTIVITIES, AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT, APPROVING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Denton Parks Foundation is a Texas non-profit corporation which qualifies as a Section 501(c)(3) IRC non-profit foundation, which is a non -policy making and non-profit organization formed to maintain an association of persons interested in promoting the programs of the Denton Parks and Recreation Department, including its youth activities, programs for the handicapped, senior citizen activities, and improving the public parks, parkways, and public awareness of the opportunities for improving health and well-being through use of the public facilities and the programs available to the citizens of Denton, and WHEREAS, the Denton Parks Foundation has engaged in extensive fund-raising activities for benefit of the Denton Parks and Recreation Department, and has provided significant support to the Denton Parks and Recreation Department's parks, programs, and facilities, and the continuation of these activities is essential to the maintenance of the Denton Parks and Recreation Department as a high -caliber parks and recreation program serving the needs of Denton's citizens, and WHEREAS, the Denton Parks and Recreation Department and the Denton Parks Foundation coordinate and work in tandem with the common objective of seeking to assure, by the most cost-effective means possible, that the needs and expectations of Denton's citizens regarding quality parks, recreational facilities, and programs are met or exceeded, and WHEREAS, the Denton Parks and Recreation Department and the Denton Parks Foundation desire to ratify and approve the past actions of the City of Denton, the Denton Parks and Recreation Department, and the Denton Parks Foundation, as well as to express, and to mutually agree, for the future, what their respective roles and responsibilities, rights, and obligations are with respect to each other in this relationship, and WHEREAS, the City of Denton deems it in the public interest to enter into the attached Agreement with the Denton Parks Foundation providing for the coordination of operations and activities of the City of Denton, its Department of Parks and Recreation, and the Denton Parks Foundation, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I, The City Council hereby approves the "Agreement Between the City of Denton, Texas and the Denton Parks Foundation" (the "Agreement") to provide for the coordination of operations and activities of the City of Denton, the Denton Parks and Recreation Department, and the Denton Parks Foundation, in substantially the form of the Agreement which is attached to and made a part of this ordinance for all purposes, and that the City Manager is hereby authorized to execute said Agreement SECTION II That the City Council authorizes the expenditure of funds as provided for in the said attached Agreement SECTION III That this ordinance shall become effective immediately upon its passage and approval ��{{ PASSED AND APPROVED this the 01day of __ 1998 rD "Ki'17-MA—OR ATTEST JENNIFER WALTERS, CITY SECRETARY Y*-AA APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY S F \shared\dept\LGL\Our Documents\Ordinances\Wanks Foundation Ord doc STATE OF TEXAS COUNTY OF DENTON AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON PARKS FOUNDATION THIS AGREEMENT is made and entered into as of the Eday of 1998 between the City of Denton, Texas, hereinafter referred to as the "City", and the Denton Parks Foundation, hereinafter referred to as the "Foundation" WHEREAS, the City and the Foundation provide and make available certain services and benefits to each other, and WHEREAS, the Denton Parks and Recreation Department ("DPARD"), is a department of the City of Denton, a municipal corporation, whose mission is to enrich the lives of all Denton citizens through environmental enhancements and a diverse offering of recreational, educational, and cultural services, and WHEREAS, providing quality recreational facilities and programs to meet the needs and expectations of Denton's citizens often costs more than City tax monies and other revenues can provide, and it is often necessary for the Denton Parks and Recreation Department to obtain funds from outside private sources to augment the annual operating budget of the DPARD to assure that the DPARD fulfills its mission, and WHEREAS, the Foundation was formed on May 22, 1987, and was chartered as a Texas Corporation on December 21, 1987, and is duly qualified as a Section 501(c)(3), IRC non-profit foundation The Articles of Association of the Foundation set forth its purpose as being a non - policy making and non-profit organization to maintain an association of persons interested in promoting the programs of the DPARD, including its youth activities, programs for the handicapped, senior citizen activities, and improving the public parks, parkways, and the public awareness of the opportunities for improving health and well-being through use of the public facilities and programs available to the citizens of Denton The Foundation was generally formed for the purpose of supporting the activities, programs, and facilities of the DPARD, and WHEREAS, the Foundation was formed to perform the following activities, which are legitimate public purposes, to wit (a) to enlist, direct, organize and encourage community interest and involvement in the acquisition and development of park areas and facilities in Denton, (b) to enlist, direct, organize, and encourage community participation in planning, financing, studying, and developing recreation areas, facilities, and services in Denton, (c) to promote, solicit, and encourage contributions from individuals, groups, and organizations, of monies, property, and other items of value by donation, dedication, gift, or bequest, which will benefit the development of existing and future recreation and park services and facilities in Denton, and (d) to receive, hold, invest, or donate monies or property for benefit of developing existing and future recreation and park services and facilities in Denton WHEREAS, the Foundation has engaged in extensive fund-raising activities for the benefit of the DPARD, and has provided significant support to the DPARD's parks, programs, and facilities The continuation of these activities is essential to the maintenance of the DPARD as a high -caliber parks and recreation program serving the needs of Denton's citizens, and WHEREAS, the DPARD and the Foundation coordinate and work in tandem with the common objective of seeking to assure, by the most cost-effective means possible, that the needs and expectations of Denton's citizens regarding quality parks and recreational facilities and programs are met or exceeded, and WHEREAS, DPARD and the Foundation desire to ratify and approve the past actions of the City, DPARD, and the Foundation, and to express and to mutually agree, for the future, what their respective roles, responsibilities, rights, and obligations are, to each other in this relationship NOW THEREFORE, in consideration of the covenants, promises, terms, and provisions contained herein, and for the considerations expressed herein, the City and the Foundation mutually AGREE to the following ARTICLE I SERVICES TO BE PROVIDED BY THE FOUNDATION The Foundation agrees to perform and provide the following services for the benefit of the City of Denton Parks and Recreation Department (1) Design, formulate, and execute fund-raising activities to secure, administer, and provide fiends, property, services, or other benefits to the DPARD, (2) Receive, process, administer, and distribute gifts in accordance with the donors' instructions or wishes, (3) Acknowledge all gifts with appropriate receipts and correspondence, and coordinate acknowledgments with the DPARD, (4) Plan and coordinate fiord -raising activities with the DPARD, (5) Generate and raise fiords sufficient to support its own operating budget, Page 2 of 6 (6) Ensure that accurate gift records are prepared, maintained, and preserved, (7) Conduct research and investigation of individuals, foundations, and corporations who might be best qualified as prospective donors of the Foundation and the DPARD, (8) Coordinate and communicate its marketing strategy regarding its programs, solicitations, and fund-raising events with the DPARD, (9) Coordinate all follow-up activity with the DPARD after each solicitation and fund-raising event, (10) Function essentially as a fiduciary entity on behalf of the donor of a gift and on behalf of the DPARD program or activity to be funded or benefited by the gift, and (11) Perform such other reasonably necessary fund-raising functions and activities which the DPARD cannot provide itself ARTICLE II OBLIGATIONS OF THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT The City of Denton, Texas, through its Parks and Recreation Department will provide the following to the Foundation (1) The free use of City of Denton facilities to conduct Foundation meetings, (2) Reasonable space in the offices of the Denton Parks and Recreation Department at the Denton Civic Center at 321 E McKinney Street, Denton, Texas (the "Civic Center") to the Foundation, to carry out its functions and obligations to the DPARD, (3) Utilities and telephone service reasonably needed by the Foundation to carry out its activities at the Civic Center, (4) Computer time, if reasonably needed by the Foundation, to prepare minutes, to generate receipts, maintain donor histories, correspondence, reports, and other documents related to the Foundation carrying out its activities benefiting the DPARD, (5) Incidental receptionist or clerical support, if reasonably needed by the Foundation, to answer incoming telephone calls made to the Foundation, to receive and process incoming mail to the Foundation, and to maintain a duplicate set of the Foundation's records at the Civic Center offices, (6) Free advertising space in advertisements, brochures, or maps published by the DPARD respecting the Foundation's programs and activities in support of the DPARD, Page 3 of 6 (7) The reasonable use of DPARD equipment and personnel, only as needed to coordinate the activities of the Foundation with the operations of the DPARD The City especially recognizes that its Director of Parks and Recreation, as well as other DPARD staff may reasonably assist, from time to time, in the Foundation's fund-raising programs or in assisting or coordinating Foundation activities with the activities and operations of the DPARD, (8) Reasonable access to non -privileged or non -confidential DPARD files, reports, or other documents incidental to the performance of the Foundation's functions, and (9) A commitment to accept and use gifts from the Foundation in accordance with the Foundation's and the respective donors' wishes The DPARD shall not utilize or assume control of Foundation gifts or assets until the same are transferred from the Foundation to the DPARD ARTICLE III THE TERM OF AGREEMENT To the extent allowed by state law, this Agreement shall remain in full force and effect until terminated by either party or until it is superseded by a subsequent agreement of the parties ARTICLE IV ASSURANCES BY THE PARTIES A The Board of Directors of the Foundation assures the DPARD that the activities of the Foundation will be in support of the objectives, goals, and priorities of the DPARD, as communicated to it by the City of Denton Director of Parks and Recreation The Director of Parks and Recreation assures the Foundation, on behalf of the City of Denton, that the resources made available to the City Parks and Recreation Department through the Foundation, will be allocated and utilized properly B At least once a year, the Foundation will report to the DPARD on the fund-raising activities conducted during that period C At the close of each fiscal year, an independent certified public accounting firm will be engaged by the Foundation to account for and audit all funds and properties received, and to render a report to the Board of Directors of the Foundation and to the Director of the DPARD ARTICLE V DISBURSEMENTS BY THE FOUNDATION Disbursements from Foundation accounts, and any distribution of property or services provided to the DPARD by the Foundation, will be supervised by the Foundation's treasurer, and will be made only for expenditures consistent with the explicit purposes for which the accounts were established and any restrictions stipulated by the donors Each disbursement shall be fully documented Page 4 of 6 ARTICLE VI DISPUTE RESOLUTION The Foundation and the City agree that, in the event a dispute arises under this Agreement, that they will each use their best efforts to resolve any disputes through the use of mediation or other forms of alternate dispute resolution which are set forth in Chapter 154 of the Texas Civil Practice and Remedies Code (V A T C S ) ARTICLE VII ADMINISTRATION OF AGREEMENT The President of the Foundation shall be the officer responsible for administration of the Agreement for the Foundation The Director of the City of Denton Parks and Recreation Department shall be the City staff member responsible for the administration of this Agreement on behalf of the City ARTICLE VIII This Agreement is solely between the parties and cannot be assigned to another party without the express advance written approval of the non -assigning party ARTICLE IX MODIFICATION OF AGREEMENT No modification of this Agreement shall be effective unless it is in writing and signed by both parties to the Agreement ARTICLE X GOVERNING LAW AND VENUE This Agreement is subject to, governed by, and shall be construed under the laws of the State of Texas, and in accordance with Texas Attorney General Opinion No MW-373 or other applicable subsequent Texas Attorney General Opinions Venue of any suit or cause of action arising under this Agreement shall lie exclusively in Denton County, Texas ARTICLE XI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement, and shall not cause the remainder of this Agreement to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the parties hereto respecting the stricken provision Page 5 of 6 ARTICLE XII CAPTIONS The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement IN WITNESS WHEREOF, the City and the Foundation have executed this Agreement in duplicate original counterparts, the City acting by and through its duly -authorized City Manager, and thp Foundation actinby and t qqh its duly -authorized undersigned officer, on this the & — day of &e&WA _ , 1998 N ATTEST JENNIFER WALTERS, CITY SECRETARY B I M X \VAS APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BYLtJ�"-- ATTEST "CITY" CTTV OF DENTON_ TEXAS "FOUNDATION" DENTON PARKS FOUNDATION BY * R 0& F \shared\dept L\Our Documents\Contracts\96\Parks Foundation Contract doc Page 6 of 6