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1998-430AN 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(e)(3) IRC non-profit foundation, which is a non-pohcy making and non-profit organization formed to maintain an assoclaUon of persons interested in promoting the programs of the Denton Parks and Recreation Department, including its youth activities, programs for the handicapped, senior citizen actiwtles, and improving the public parks, parkways, and public awareness of the opportumtles 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 Retreat,on Department, and has provided significant support to the Denton Parks and Recreation Department's parks, programs, and facilities, and the continuation of these actlwties ~s essential to the maintenance of the Denton Parks and Recreation Department as a high-caliber parks and recreation program serving the needs ofDenton's ¢~tizens, 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 facfliues, 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 responsibflmes, rights, and obligations are with respect to each other in this relationship, and WHEREAS, the City of Denton deems it m the pubhc interest to enter into the attached Agreement with the Denton Parks Foundation prow&ng for the coordination of operations and activit~es 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 C~ty of Denton, the Denton Parks and Recreation Department, and the Denton Parks Foundation, in substantially the form of the Agreement which ~s attached to and made a part of this ordinance for all purposes, and that the City Manager is hereby authorized to execute said Agreement ~ That the C~ty Counml authorizes the expenditure of funds as prowded for m the smd attached Agreement ~ That this ordinance shall become effective ~mmedlately upon tts passage and approval PASSED AND APPROVED this the ~_ day of ~ ,1998 JACK. ER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY F kshared\deptXLGL\Our Documents\Ordmanees\98~Parks 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 ~'~ day of_~~ 1998 between the City of Denton, Texas, hereinafter referred to as the "City", and the Denton Parks Foundation, hereinafter referred to as the "Fotmdatlon" 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 &verse 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 obtmn 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 malang 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 pubhc awareness of the opponumtles 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 facihties of the DPARD, and WHEREAS, the Foundation was formed to perform the following actimtles, 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 faclhtles 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 facllmes 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 hlgh-cahber 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 th~s 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 funds, 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 approprmte receipts and correspondence, and coordinate acknowledgments with the DPARD, (4) Plan and coordinate fund-m~slng activlttes with the DPARD, (5) Generate and raise funds sufficient to support its own operating budget, Page 2 of 6 (6) Ensure that accurate gffi records are prepared, malntmned, and preserved, (7) Conduct research and investigation of individuals, foundations, and corporations who m~ght be best qualified as prospective donors of the Foundation and the DPARD, (8) Coordinate and commumcate its marketing strategy regarding ~ts programs, sohcitatlons, and ftmd-rms~ng events w~th the DPARD, (9) Coordinate all follow-up act~wty w~th the DPARD after each sohmtatlon and fund-m~smg event, (10) Ftmct~on essentially as a fiducmry entity on behalf of the donor of a gift and on behalf of the DPARD program or act~wty to be funded or benefited by the gffi, and (11) Perform such other reasonably necessary fund-rinsing functions and actlwtles which the DPARD cannot prowde itself ARTICLE II OBLIGATIONS OF THE CITY OF DENTON PARKS AND RECREATION DEPARTMENT The C~ty of Denton, Texas, through its Parks and Recreation Department will prowde the following to the Foundation (1) The free use of C~ty of Denton faclht~es to conduct Foundatmn meetings, (2) Reasonable space ~n the offices of the Denton Parks and Recreation Department at the Denton C~wc Center at 321 E McK~nney Street, Denton, Texas (the "C~vlc Center") to the Foundation, to carry out ~ts functions and obhgat~ons to the DPARD, (3) Utllmes and telephone service reasonably needed by the Foundation to carry out ~ts actlv~t~es at the C~wc Center, (4) Computer time, ff reasonably needed by the Foundatmn, to prepare mmutes, to generate receipts, mmntmn donor h~stones, correspondence, reports, and other documents related to the Foundation carrying out ~ts actlwt~es beneftt~ng the DPARD, ($) Incidental recepuomst or clerical support, ~f reasonably needed by the Foundation, to answer incoming telephone calls made to the Fotmdat~on, to receive and process incoming mini to the Foundation, and to malntmn a duphcate set of the Foundation's records at the C~vlc Center offices, (6) Free advert~slng space in advertisements, brochures, or maps pubhshed by the DPARD respecting the Foundation's programs and act~vmes 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 D~rector of Parks and Recreation, as well as other DPARD staff may reasonably assist, from time to time, In the Foundation's fund-rinsing programs or in assisting or coordinating Fotmdatlon activities v~th 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 m accordance with the Foundation's and the respective donors' w~shes 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 rome and effect until terminated by e~ther party or until ~t ~s superseded by a subsequent agreement of the parties ARTICLE IV ASSURANCES BY THE PARTIES A The Board of D~rectors 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 avmlable to the City Parks and Recreation Department through the Foundation, will be allocated and utthzed properly B At least once a year, the Foundation will report to the DPARD on the fund-raising activities conducted dunng 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 D~sbursements from Foundation accounts, and any distnbut~on 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 w~th 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 Clty agree that, tn the event a dispute arises under this Agreement, that they wtll each use their best efforts to resolve any disputes through the use of medlatton or other forms of alternate thspute resolutton which are set forth in Chapter 154 of the Texas Ctvfl Practice and Remedies Code (V A T C S ) ARTICLE VII ADMINISTRATION OF AGREEMENT The President of the Foundatton shall be the officer responsible for admmlstratton of the Agreement for the Foundation The Director of the Ctty of Denton Parks and Recreation Department shall be the Ctty staff member responstble for the admtnlstraUon of this Agreement on behalf of the City ARTICLE VIII Tbas Agreement ts solely between the pames and cannot be asstgned to another party wtthout the express advance written approval of the non-asstgnlng party ARTICLE IX MODIFICATION OF AGREEMENT No modfficatton of thts Agreement shall be effecttve unless tt ts tn writing and signed by both parties to the Agreement ARTICLE X GOVERNING LAW AND VENUE Thts Agreement ts subject to, governed by, and shall be construed under the laws of the State of Texas, and m accordance with Texas Attorney General Opinion No MW-373 or other apphcable subsequent Texas Attorney General Optmons Venue of any suit or cause of actton arising under thts Agreement shall lie exclusively tn Denton County, Texas ARTICLE XI SEVERABILITY If any provision of thts Agreement ts found or deemed by a court of competent junsthctton to be tnvahd or unenforceable, it shall be constdered severable from the remmnder of th~s Agreement, and shall not cause the rematnder of thts Agreement to be lnvahd or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provtston with a vahd and enforceable provision whmh comes as close as posstble to expresstng the tntentton of the parties hereto respectmg the stricken provtston Page 5 of 6 ARTICLE XII CAPTIONS The captions of th~s Agreement are for ~nformattonal purposes only, and shall not ~n any way affect the substantxve terms or conditions oftNs Agreement IN WITNESS WHEREOF, the C~ty and the Foundation have executed tNs Agreement ~n duphcate original counterparts, the Cxty acting by and through ~ts duly-authorized C~ty Manager, and the Fotmdat~on acnn~_by and .t~ough ~ts duly-authorized tmders~gned officer, on tNs the ~?~_.-~ day of ,~AT~rff~J ,1998 "CITY" CITY OF DENTON, TEXAS {/~Ct(tX~I~'~ JEZ, C~IVI~ANAG ATTEST JENNIFER W~TERS, CITY SEC~TARY APPROVED AS TO LEGAL FO~ DENTON PA~S FOUNDATION ATTEST B t . ' doc F \shared\dept~'~L\Our Documents\Contracts\98~Parks Foundatmn Contract Page 6 of 6