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
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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,
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(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,
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(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
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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
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