2014-099s:Uegal\our documents\ordinances\14\sery agr-denton parks foundation.doc
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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
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
rtolvided funds in its bud.,�et for the establishment
• a new park 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 contracts 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.
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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 • adequate documentation to fully justify the expenditure.
V. E VA.11WATION
Foundation agrees
• participate in an implementation and maintenance system whereby t
services can
► continuously monitored. Foundation agrees to make available its bank statements
t Citv's discretion. In addition Foundation agrees to ,)rovide CiLv, the followina. di
and reports, • copies thereof:
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.
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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
ay terminate this Aureement for other reasons
not specifically enumerated in this paragraph.
VIII. EQUAI, OPI)OR-1-UNITY 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
local, State and Federal rules and regulations.
C. In the event • Foundation's noncompliance with the nondiscrimination requirements,
be barred from further contracts with City.
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A. All information, reports and data heretofore or hereafter requested by City and
-�wi�,WwAto Cit are comvlete and accurate as of the date shown on the information, data, or repoLt.,
and, since that date, have not undergone any significant change without written notice to City.
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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.
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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 continuing and shall be deemed 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 occur during the term of this Agreement. Any such
f f 1-1-4; f I WftMMTM1* 4"MR1 itten amendment
hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation.
C. Foundation shall notify City of any changes in personnel or governing board
composition.
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A. Foundation covenants that neither it nor any member of its governing body presental
has any interest, direct or indirect, which would conflict in any manner or degree with fla
performance of services required to be performed under this Agreement. Foundation furths
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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 gives Me appearance ol ocing mouvaLcu OY UCSIFU IUF PFITdLC 111 11911 IIIIIIN II/IICI
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
or indirect interest.
A 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
_md or certified.. return receilit.Leauested,
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 arl
arties, bank - trust couiy.=- C;
financial institution without the prior written approval of City. I
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
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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
iu any manner impair or prejudice any right, power, privilege, or remedy available to City toenforce
its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved.
No representative or agent of City may waive the effect ofthis provision.
D. This Agreement, together with referenced exhibits and attachments, constitutes the
entire agreement bctvvcuu the pudiva 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 ur effect whatsoever, unless properly executed in writing, and if
appropriate, recorded axuo amendment o[ 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 iu Denton County, Texas.
IN WITNESS W1 I I �OF' i 0 i i uuiuzcxundcutcrio1o1b�
Agreement as of the d o pr .20
ATTEST:
JENNIFER WALTER3,C[FYSECRETARY
A q:,1"1jRGESS, CITY ATTORNEY
BY:
CITY OFDENTON
77 ?1TY MANAGER
(11H) iF71, CAMPBELL,
DENTONp&DK3 FOUNDATION
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