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Home My WebLink About2014-099Oegal\our documents\ordinances\14\sery agr-denton parks foundation.doc Is 0 NOW U-11111 1 WIN 10MMIMONM01 113 WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Denton Parks Foundation, attached hereto and made a part hereof by reference (the "Agreement"), serve a municipal and public purpose and is in the public interest; NOW, THEREFORE, SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including authorizing and ratifying the expenditure of funds. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of _ 1 2014. MAkK A.'BtA UGHS,MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO rD ASTO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: SERVICE AGREEMENT This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and Denton Parks Foundation, a not for profit corporation, hereinafter referred to as "Foundation". WHEREAS, City has determined that the proposal for services merits assistance and can trtcv-,LA4—,ftrnds-i �is bud�et for the establishment • a new • called Splash Park; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; L SCOPE OF SERVICES Foundation shall, in a satisfactory and proper manner, perform the following tasks, for whicm the monies provided by City may be used: the funds being provided will go towards the costs establishing a new park named Splash Park. i In consideration of the receipt of funds from City, Foundation agrees to the following terms and conditions: A. One Thousand, Three Hundred Fifty Dollars/100 ($1,350.00) shall be paid to Foundation by City to be utilized for the purposes set forth in Article 1. B. Foundation will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. D. Upon request, Foundation will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Foundation will not enter into any • that would encumber City funds for 2 period that would extend beyond the term of this Agreement. F. Foundation will appoint a representative who will be available to meet with City officials when requested. sm S:\Lcgai\Our Dortimen ts\Con tracts\ I 4\.Sery Agr - Parks Foundation Splash [lark doc Ill. TIME OF PI RFORMANCE The services funded by City shall be undertaken and completed by Foundation within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2014, unless the contract is sooner terminated under Section VII "Suspension or Termination". A. PAYMENTS To FOUNDATION. City shall pay to Foundation the sum specified in Article 11 after the effective date of this Agreement. B. EXCESS PAYMENT. Foundation 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: g) is not supported by adequate documentation to fully justify the expenditure. V. E VA.11WATION Foundation agrees to participate in an implementation and maintenance system whereby t services can be continuously monitored. Foundation agrees to make available its bank statements r LIlowine d e d ed] and reports, or copies thereof: I B. To comply with this section, Foundation agrees to maintain records that will provi• accurate, ewirent, selarate, w..*4 comilic disclosure of the status of funds received and the 1p- -- - . IWVSz-NIAIRII - to provide in detail full support and justification for each expenditure. Foundation agrees to retain books, records, documents,,, and written accounting %rocedures pertaining to the servic] provided and expenditure of funds under this Agreement for five years. I C. Nothing in the above subsections shall be construed to relieve Foundation of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. OW SALegahOur Dow men tsCovnrac N\MSery Agr - Parks Foundation Splash Park doe VI. MEETINGS Minutes of all meetings of Foundation's governing body shall be available to City within ten (10) working days of approval. The City may terminate this Agreement for cause if Foundation violates any covenants, agreements, or guarantees of this Agreement, the Foundation's insolvency or filing of bankruptcy, dissolution, or receivership, or the Foundation's violation of any law or regulation to which it is 44-uri u.-rAgr �hIN&rmc- 4Lf may terminate this AUreement for other reasons not specifically enumerated in this paragraph. VIII. EQUW, OPI)OR-YUNITY AND COMPLIANCE WITH LAWS A. Foundation shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Foundation will furnish all information and reports requested by City, and will permit iVf,)*VIWK-ec+ liancewith local, State and Federal rules and regulations. C. In the event of Foundation's noncompliance with the nondiscrimination requirements, • -&&.uwp-ended in whole or' part, and Foundation may be barred from further contracts with City. 01 A. All information, reports and data heretofore or hereafter requested by City and and, since that date, have not undergone any significant change without written notice to City. Pco sairepDo"Pt, ani Me resuns oi Me•pleration Yor Me peTi9E ? ri. 07YETU• 0j LRU ItzWIL,UIIIV. PaL 31111WO, tata, there has been no material change, adverse or otherwise, in the financial condition (M Fou-tdation. 0 C. No litigation or legal proceedings are presently pending or threatened against Foundation. z= SALegakOur Docurnents\Contracts\14\Sery Agr - Parks Foundation Splash Park,doe D. None of the provisions herein contravenes or is in conflict with the authority Linder which Foundation is doing business or with the provisions of any existing indenture or agreement of Foundation. E. Foundation 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. F. None of the assets of Foundation are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Foundation to City. Each of these representations and warranties shall be • and shall be deerned to have been repeated by the submission of each request for payment. A. Any alterations, additions, or deletions to the terms of this Agreement shall ► 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 • during the term of this Agreement. Any such • out written amendment • and shall become a part • the Agreement on the effective date specified by the law or • C. Foundation shall notify City of any changes in personnel or governing board composition. —I- 'mous 1 11014L To the extent authorized by law, the Foundation agrees to indemnify, hold harnriless, and defe (it 14 L*t s • suits for iniuri ,'amage, loss, or liability of whatever kind or character, arising out of or in connection With tM ,t MeXCIL t4is .1�.P-reement. includinu.�sucT subcontractors, licensees and invitees. • I — A. Foundation covenants that neither it nor any member of its governing body presental has any interest, direct or indirect, which would • in any manner or • with fla • of services required to • performed under this Agreement. Foundation furths M M- SM,egahOur DocumentsTontractsUASery Agr - Parks Foundation Splash Park doc covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body, B. Foundation further covenants that no member of its governing body or its staff, or '"Oft-1 WO gives Me appearance ol ocing mouvaLcu OY UCSIFU IUF PFITdLC 111 11911 IIIIIIN II/IICI v Sull, Off F. rticularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who MEE= OW01300111RINT1 or indirect interest. 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 ttrdor�certiFi�ed returnreceipt eauested. or via hand -delivery or facsimile, addressed to Foundation or City, as the case may be, at the following addresses: NM City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 Mo I ly Tampke, Executive Director 601 E. Hickory, Suite B Denton,TX 76205 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. XIV. MISCELLANEOUS A. Foundation shall not transfer, pledge or otherwise assign this Agreement or ar i -mixrmmi nw. i n, * r mVff# 174 f �__qAhz6jj �*4m- mtz4taitts, or carties, bank, trust comxaw- financial institution 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 Foundation hereunder, or any other act or failure of am S:\Lcgal\Our Documen(s\Contracts\l4\Sery Agr - Parks Foundation Splash llark.doc tute 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 Foundation. 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. IN WITNESS W1 IIa. EOF' '-f th irties do hereby ,,iftix thelr " ignioures and enter into this Agreement as of the day of .20 �6'j '- I 1 4 , pr ............. . ATTEST: JENNIFER WALTERS, ('kl'-Y SECRETARY M A111%() R-) AS LEGAL FORM: A q:,1"1jRGESS, CITY ATTORNEY BY: L CITY OF DENTON 77 ?1TY MANAGER (11H) iF71, CAMPBELL, DENTON PARKS FOUNDATION BY; DIRECTOR Page 6