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2014-269s:\legal\our documents\ordinances\l4\serv agr-denton paeks foundation.doc •� � ' '�; � `� �� ,• � ! , � � � � � c � � . . � ;� � �' � . . �� '' � 1' ! •i �'!' •• .. �. �, � ;. � �� . . . . � • . �► • R � � ', � ' • ! :��'..� � �. . �. WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and Denton Parks Foundation far school supplies and backpacks for children at NE Denton Back to School Event at the MLK Recreation Center, attached hereta and made a part hereof by reference (the 66Agreement99), serve a municipal and public purpose and is in the public interest; No dV y 117ER 1''FOl\Liy �� . ... . . '� � : 1 '. ..� . . � �' � � :� � . 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. � <<°-�*. ,t � ,t� , �:; �, f�a ,,: ,.� PASSED AND APPROVED this the �i �� day of �„�-�'�� .¢�, r , 2014. rr� � � ° ��'`,, ��""� � �,�� , ,._. � •� ...�..... �" 1—I , S WATTS, 1l�1'iYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY `J�(�y� B 1 . °w, ry4 �.. �� I :��'l'I VL;L� A�' 1'�) LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ��, � � �� BY: �� .��'�".�{��" ....._ � � �N�� , „—� � �. �r. � S;\l.ega!\Our pocumenfs\Conlracts\14\Serv Agr - Parks Foundntion Supplicx.doc �� : ► U'�'�\�'J BETWEEN THE CITY OF DENTON, TEXAS AND DENTON PARKS FOUNDATION This Agreement is hereby entered into by and between the City o{' Denton,l'exas, a home rule municipal corporation, hereinaf'ter referred to as "City", and Denton Parks Foundation, a not Por profit corporation, hereinatter referred to as "Foundation". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided fiinds in its budget for the purpose of a donation to the Foundation which serves a need of gathering new supplies for kids within our community that are considered homeless or in financial need by the Denton Independent School District; and WI-IEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THERF.,FORE, the parties hereto mutually agree as follows: •, � Foundation shall, in a satisfactory and proper manner, perform the followin�; tasks, for which the monies provided by City may be used: the funds being provided will be used for the purchase of backpacks and school supplies for the NE Denton Back to School Event at the MLK Recreation Center. I1. OBLIGATION S OF FOUNDATION ln consideration of the receipt of funds from City, Poundation agrees to the following terms and conditions: A. One Thousand Dollars and No Cents ($1,000.00) shall be paid to Poundation 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. C. Foundation will permit authorized officials of City to review its books at any time. 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 a period that would extend beyond the term of this Agreement. Page 1 S:\Legal\Our pocumenls\Contracts\14\Scrv Agr- Pnrks Noundation Supplics doc F. Foundation will appoint a representative who will be available to meet with City officials when requested. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and coinpleted 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". IV. PAYMENTS A. PAYMENTS TO FOUNDATION. City shall pay to Foundation the sum specified in Article II after the effective date of ihis 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: 1) has resulted in overpayment to Foundation; or 2) has not been spent strictly in accordance with the ter�ns of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Foundation agrees to participate in an implementation and maintenance system wl�ereby the services can be continuously monitored. Foundation agrees to make available its bank statements for review by City at City's discretion. ln addition, Foundation agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in prograin services. B. To comply with this section, Foundation agrees to maintain records that wil l provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Foundation's record system shall contain sufticient documentation to provide in detail full support and justitication for each expenditure. Foundation agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for f ve years. 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. Pa�;e 2 S:\Lcgnl\Our pocumenls\Conlracls\14\Serv Agr- Parks Poundalion Supplics doc VI. ME�TINGS Minutes of all meetings of Foundation's governin� body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agrcement for cause iF Foundation violates any covenants, agreements, or �uarantees of this Agreement, the Foundation's insolvency or ti]in� of bankruptcy, dissolution, or receivership, or the Foundation's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other rcasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY 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 access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Foundation's noncompliance with the nondiscrimination rec�uirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Foundation may be barred from further contracts with City, IX. WARRANTIES Foundation represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any si�;nificant change without written notice to City. B. Any supporting bank statenients I�eretof'orc requested by City and furnishcd to City, are complete, accurate and fairly reflect the financial conditions of Foundation on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the tinancial condition of Foundation. C. No litigation or legal proceedings are presently pending or threatened against Foundation. Page 3 S:\L,egal\Our pocuments\Coniracts\l4�Serv Agr - Purks Poundalion Supplies.doc D. None of the provisions herein contravenes or is in conflict with the authority under 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. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the tenns of this A�;reement shall be by written amendment executed by both parties, except when the terms of this ngrcement expressly provide that another method shall be used. B. lt is understood and agreed by the parties hereto that changes in the State, Federal or ]ocal laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written 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. XI. IND�MNIPICATION To the extent authorized by law, the Foundation agrees to indeinnify, hold liarmless, �u�d defend the City, its ofticers, agents, and employees from and a�ainst any and all claims or suits for injuries, damage, loss, or ]iability of whatever kind or character, arising out of or in connection with the performance by the I'oundation or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Foundation, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. Foundation covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be perlormed under this Agreement. Foundation further Page 4 S:\Legal\Our pocumenls\Conlracls114\Serv Agr - Parks Foundation Supplics.doc covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governin� body. B, Foundation further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly 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 exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to tlie Agreement which affects his personal interest or the interest in any corporation, partnership, or Foundation in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be dcemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to Foundation or City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 FOUNDATION Molly Tampke, Executive Director Denton Parks Poundation 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 ar any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of tl�is Agreement is held to bc invalid, illegal, or unenforccablc, the remaining provisions shall remain in full f'orce 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 City to insist in any one or more instances upon the terms and conditions of this Agreement consti- Page 5 S:\l.egal\Our Dcu:umenlslContracls1141Serv Age - I'arks Faundalion Supplics.doc tute ar be construed i�a auy way to I�e a w�ivcx by City of any breach of cnvenant ar default which may then or subsequently be committed by Foundation. Neither shall such payment, act, or omission in any manuer impair or prcj udice ruiy right, ptawer, privilcge, or remed.y available to City to enfox�ce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No r�presentative ux agent o[' Cily nnay wuive the effeci oi'tltis provision. ll. 'I'lais .Agreement, to�etlyer with r�ferenced exl�ibits and aktaclunents, constitutes the entire agreement betwecn the p�rties hereto, and any prior agreenxei�t, assertion, staternent, understanciing, or other commitment occvrring duriix�; the term of this �1.grecment or subsequent thereto, .have �ny legal fc�rce or effect whatsoever, unless properly executed in writin�, and iF �ppro�riflte, recorded as an arnendn�ent of lhis l�greerr►ent. �. This Agrcement shall be interpreted in accorciance with the lar��s ofthe Stnte ol'Texas and venue of any litigation concerning this ,�lgreement shall be in a court ofco�npetent jurisdiciion sitting in Denton County, '!'exas. i� i�"t'�"N�� W�fl:l��I;C7�', tit� ��a�� .�c� f��re�y �i�ix ifi��r �i�,�at�t��r�� a�tt� s:.r�t��• i��t� t1x�� 1�r�..�:ra�r�;ni' <�s t7l�Ck�� ,.. `a.��.�'� c1a�y ��fy_ ��'��. �"".��'��.— ,. ��,�� .� C1TY OF DENTUN �. � �� .� �-� � � � . �- r �� $ P .— � .,—. . �' � GEORGE C, CAMPB.FLL, CITY VIANACxER A'T"J.'ES'I'; JrNN1I�LiR WAf:I"I:RS, CI1'Y S.[:CRE'sTARY �� 13Y �� ,� � �� a� F1�P : V��;I� .a�,, " "(� LEGAL FORM: ANITA BUR(3ESS, C.ITY A'1"TURNEY ... . . �4/ � `f `. .. �� e f � ........ �..w " i.., - _,__ D�N7'ON PAftKS FOUNUATION B Y: �r�''�`� � � .�� ' �' ..,.---� � � � ._... �f C��'° 'T �T�1 �' ' _' �- �� :��L'"t"tV��3Ii �{:'I'�lk. Page 6