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HomeMy WebLinkAbout2007-168s:\our documents\ordinances\07\animial sheltendoe ORDINANCE NO. 2 07- 1G/d AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND DENTON ANIMAL SHELTER FOUNDATION, INC. FOR THE PURPOSE OF PROVIDING FOR THE FUNDING, DESIGN, AND CONSTRUCTION OF A CITY OF DENTON ANIMAL SHELTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Denton provides a facility in the City for impoundment, adoption, maintenance and humane destruction of stray, at large, diseased, and dangerous animals; and WHEREAS, the City Council has established that a new facility is needed due to the deteriorating facility currently used; and WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and the Denton Animal Shelter Foundation, Inc. ("DASF") attached hereto and made a part hereof by reference (the "Agreement') serves a municipal and public purpose for the residents of Denton and the Agreement is in the 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 as if fully set forth herein. SECTION 2. The Agreement is hereby approved. The City Manager, or his designee, is hereby authorized to execute the Agreement on behalf of the City and to exercise all rights and duties of the City of Denton under the Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. ff PASSED AND APPROVED this the 7 day of , 2007. &,,vn 6? PERRY . McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO I EGAL 139*M: EDWIN M. SNY EW CITIr'TTORNEY ANIMAL SHELTER AGREEMENT This Agreement is made and entered into as of the effective date provided below (the "Effective Date"), by and between DENTON ANIMAL SHELTER FOUNDATION, INC., a Texas non-profit corporation, hereinafter called "DASF," and the City of Denton, Texas, hereinafter called the "City," such parties being hereinafter collectively referred to as the "Parties." WHEREAS, the Parties desire to enter into this Agreement for the purpose of providing for the funding, design, and construction of a City of Denton animal shelter (the "Project"); and WHEREAS, the Parties have found and determined that this Agreement is in the public interest; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, the Parties hereby agree as follows: ARTICLE 1. TERM OF AGREEMENT Subject to the terms and conditions provided herein, this Agreement shall continue until the Shelter is completed or until the Agreement is terminated by written mutual agreement of the Parties. ARTICLE 2. MUTUAL DUTIES AND OBLIGATIONS OF THE CITY AND DASF 2.1 Planning and Design Phase. The City and DASF shall participate in a joint committee, comprised of an equal number of representatives from the City and from DASF, hereinafter referred to as the "Committee," which shall be responsible for making recommendations to the City Council associated with the architectural planning and design of the animal shelter (the "Shelter"), including but not limited to the selection of an architect and the approval of the construction plans and drawings. The City Council will give great weight to the Committee's recommendations. 2.2 Construction Phase. The City shall be responsible for the awarding of the construction contract for the Shelter, and all details concerning construction. However, the Committee will be consulted for recommendations should construction activities result in a material Shelter design change. ARTICLE 3. DUTIES AND OBLIGATIONS SPECIFIC TO THE CITY 3.1 Real Estate Expenses. The City shall be responsible for acquiring the real estate upon which the Shelter will be constructed and for all costs associated therewith. This does not W:\ACTIVE 'DOCS\CLIENTS\SHERMAN, BOB & BmE\DENTON ANIMAL SHELTER FOUNDATION, INC\ANIMAL SHELTER AGREEMENT- FINAL.DOC, "AGE 1 preclude funding these expenses by DASF should funds become available above and beyond those that are necessary for construction of the Shelter. In the event that such expenses are funded by DASF and the Shelter is not constructed, the City shall reimburse DASF for such expenses and shall relieve DASF of all obligations associated with the land. 3.2 Planning and Design Expenses. The City shall be responsible for all costs and expenses associated with the architectural planning and design of the Project. This does not preclude funding these expenses by DASF should funds become available above and beyond those that are necessary for construction of the Shelter. 3.3 Permits and Licenses. The City shall be responsible for obtaining all permits and licenses necessary for the construction and operation of the Project and for all costs associated therewith. This does not preclude funding these expenses by DASF should funds become available above and beyond those that are necessary for construction of the Shelter. 3.4 Bond Election. In an effort to raise additional funding for the construction of the Shelter, the City will consider additional funding sources including the submission of a possible proposal regarding the Shelter for consideration in the next City bond election. 3.5 Name Designations. Pursuant to Article 4.3 hereinbelow, the City will accept all name designations recommended by DASF for the grounds upon which the Shelter will be constructed, the Shelter itself and all rooms contained therein, unless there is a compelling reason by the City Council not to accept a recommendation. 3.6 Operation of the Project. The City shall open and begin operating and managing the Shelter no later than ninety (90) days following the completion of the construction and acceptance of the Shelter by the City. The City shall operate and manage the Shelter and provide all funding necessary to cover all day-to-day operating expenses of the Shelter. ARTICLE 4. DUTIES AND OBLIGATIONS SPECIFIC TO DASF 4.1 Capital Campaign. DASF shall implement a capital campaign program prior to the onset of construction of the Shelter, whereby DASF will raise some of the money to fund the construction expenses of the Shelter. Until dispersed to the City, all money collected by DASF shall be kept in'a segregated account at a bank of DASF's choosing. 4.2 Disbursements. Simultaneous with the execution of the construction contract, DASF shall disburse to the City all funds in its possession designated for the construction of the Shelter. It is understood that the City must have available in municipal funds at the time of the award of the construction contract sufficient funds necessary to meet the City's obligations under the construction contract. In this regard, the City may have to make available other municipal funds for the Project to the extent that the DASF funds are not sufficient. Thereafter, DASF may periodically disburse funds designated for the construction of the Shelter to the City that will reimburse the City for the use of the other municipal funds, upon request from the City, to fund W:\ACTIVE DOCS\CLIENTS\SHERMAN, BOB & BETTE\DENTON ANIMAL SHELTER FOUNDATION, INC\ANIMAL SHELTER AGREEMENT- FINALMOC, PAGE 2 previously approved construction costs, hereinafter called "Draws." Such Draws shall be based upon draw down procedures that are similar to those used for construction loans. DASF may also make periodic "Draw Downs" to the City, which shall be based upon a predetermined schedule mutually agreed upon by the City and DASF. 4.3 Name Designations. In an effort to encourage donations, DASF shall have the authority to recommend names for the grounds upon which the Shelter is constructed, the Shelter itself and each room contained therein, which will be accepted by the City unless there is a compelling reason by the City Council not to accept a recommendation. Such name designations shall serve as an expression of appreciation and gratitude to those donors making the largest donations. 4.4 Return of Funds to Donors. In the event that a construction contract is not entered into by the City for the construction of the Shelter, DASF shall return any previously collected funds designated for the construction of the Shelter to the respective donors. In the event that such funds were used by the City pursuant to Articles 3.1 through 3.3 hereinabove, the City shall reimburse DASF to the extent of the expended funds, and DASF shall return the reimbursed funds and any other previously collected funds to the respective donors. ARTICLE 5. MISCELLANEOUS PROVISIONS 5.1 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted hereunder shall be in writing and will be deemed to be delivered when deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt requested, addressed to the parties at the respective addresses set forth below or at such other addresses as may have theretofore been specified by written notice delivered in accordance herewith, sent via fax to the fax numbers set forth below: To City: City Manager City of Denton City Hall 215 E. McKinney Denton, Texas 76201 Fax No. 940-349-8596 To DASF: yo Seib S1,01-4 t 3a i:,x✓je/6/I--en b,eujlrn, 7- ,x 76aO s W:\ACTIVE DOCS\CLIENTS\SHERMAN, BOB & BETTE\DEMON ANIMAL SHELTER FOUNDATION, INC\ANIMAL SHELTER AGREEMENT- FINAL.DOC, PAGE 3 5.2 Other Instruments. The parties hereto covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the Project created by this Agreement. 5.3 Headings. The headings used in this Agreement are used for administration purposes only and do not constitute substantive matter to be considered in construing the terms of this Agreement. 5.4 Invalid Provision. Any clause, sentence, provision, paragraph or article of this Agreement held by a Court of competent jurisdiction to be invalid, illegal or ineffective shall not impair, invalidate or nullify the remainder of this Agreement, but the effect thereof shall be confined to the clause, sentence, provision, paragraph or article so held to be invalid, illegal or ineffective. 5.5 Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 5.6 No Partnership. The Parties are not made partners of or agents for each other and no partnership is intended nor shall this Agreement be construed as creating a partnership. 5.7 Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. The terms of this Agreement shall become binding upon each party from and after the time that it executed a copy hereof. In like manner, from and after the time that any party executes a consent or other document authorized or required by the terms of this Agreement, such consent or other document shall be binding upon such party. 5.8 Law and Venue. This Agreement shall be construed and enforced under Texas law and is fully performable in Denton County, Texas. Exclusive venue for the bringing of any action to enforce this Agreement is Denton County, Texas. 5.9 Subject to Future Appropriations. All financial obligations of the City under this Agreement are subject to the City's appropriation of funds for such payments in the budget year for which they are made. In the event the City does not appropriate funds in that budget year, DASF shall have the right but not the obligation to terminate this Agreement. However, in the event of such termination, no refunds will be due DASF for funds previously disbursed to City. 5.10 Effective Date. The Effective Date is the last date of signature of a party as set forth below. EXECUTED IN DENTON, DENTON COUNTY, TEXAS, as of the Effective Date. W:\ACTIVE DOCS\CLIENTS\SHERMAN, BOB R BETTE\DENTON ANIMAL SHELTER FOUNDATION, INCWNIMAL SHELTER AGREEMENT- 17INAL.DOC, PAGE DENTON,ANIMAL SHELTER FOUNDATION, INC. By: d�CLyL Bette Sherman Its: Chairman Date: THE CITY OF DENTON By: George C. Campbell Its: City Manager Date: ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:0nVVPh� AN ED) :• W:WCTIVE DOCS\CLIENTS\SHERMAN, BOB & BETTE\DENTON ANIMAL SHELTER FOUNDATION, INC\ANIMAL SHELTER AGREEMENT- FINAL.DOC, PAGE 5 THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on thea3rc1 day ofS� _, 2007, by Bette Sherman, Chairman of Denton Animal Shelter Foundation, Inc., a Texas non-profit corporation, on behalf of said corporation. �I HEATHER N. ROBERTS '- My COMMISSION EXPIRES NOTARY PUBLIC STATE OF TEXAS '•,"��f.•:r: June z 2008 ' STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the # day of 2007, by George C. Campbell, City Manager, on behalf of the City of Denton. NOTARY PUBLIC, STATE OF TEXAS �%��, JANE E. RICHARDSON �'• Notary Public, State of Texas 3 = My Commission Expires June 27, 2009 WIACTIVE DOCS\CLIENTS\SHERMAN, BOB & BETTE\DENTON ANIMAL SHELTER FOUNDATION, INC\ANIMAL SHELTER AGREEMENT- FINAL.DOC, PAGE 6 MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS OF DENTON ANIMAL SHELTER FOUNDATION, INC. Time and Place A special meeting of the Board of Directors of Denton Animal Shelter Foundation, Inc., a Texas corporation, was held on the ay of V , 2007. Notice Bette Sherman advised that proper notice of the meeting had been provided to each Director. Chairman and Secretary Bette Sherman acted as Chairman, and Marilyn Wells acted as Secretary of the meeting and recorded the minutes. Directors Present A roll call of the Directors was taken by the Secretary, and it was recorded that the following Directors were present: Bette Sherman Marilyn Wells i�gEri'r:a. J✓YLIW'�i_ :54 arfvl \r. W:WCTIVE DOCS\CLIENTS\Sherman, Bob & Bette\Denton Animal Shelter Foundation, Inc\Minutes of Special Meeting Animal Shelter Agreement.wpd, Page 1 Animal Shelter Agreement The Chairman indicated that the Corporation desires to enter into that certain Animal Shelter Agreement, by and between the Corporation and the City of Denton, for the purpose of providing for the funding, design and construction of a City of Denton animal shelter (the "Agreement'). On motion duly made, seconded and unanimously carried it was: RESOLVED that such Agreement be approved by the Board of Directors of the Corporation and submitted to the Denton City Council at its next meeting for final approval. Adiournment The Chairman asked whether there was any further business to come before the Directors at this meeting, and there being no response, the meeting was adjourned. DATED: Bette Shetman, Chairman ACTION HEREBY CONSENTED: Bette herman, Director n'la.; 2, 7,r)ZPL - Marilyn Ils, Director 1P24n-ua S,,m;tl+- Director Director 0 � -, ) �- k Director W:\ACTIVE DOCS\CLIENTS\Sherman, Bob & Bette\Denton Animal Shelter Foundation, Inc\Minutes of Special Meeting_Animal Shelter Agreement.wpd, Page 2 Director Director Director W:\ACTIVE DOCS\CLIENTS\Sherman, Bob & Bette\Denton Animal Shelter Foundation, Inc\Minutes of Special Meeting_Animal Shelter Agreement.wpd, Page 3