2015-200S: \Legal \Our Documents \Ordinances \l S \sery agr- Greenbelt Alliance of Denton County.doc
ORDINANCE NO. 2015 -20Q_
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND GREENBELT ALLIANCE OF DENTON COUNTY FOR THE
PURPOSE OF CAPITAL NEEDS; PROVIDING FOR THE EXPENDITURE OF FUNDS; AND
PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the
City and Greenbelt Alliance of Denton County for expenses for the continued preservation of the
Greenbelt, attached hereto and made a part hereof by reference (the "Agreement "), serves a municipal and
public purpose and is in the public interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION.,.,r1. 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 carry out the duties and responsibilities of the City under the Public Service Agreement, including
the expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and approval.
PASSED AND APPROVED this the / day of 2015.
C1 S WATTS, MA 1
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
, )0dBY: "� - ._ . �...�
APPR( I_", 1:) AS `1 LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:�....
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
GREENBELT ALLIANCE OF DENTON COUNTY
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 Greenbelt Alliance ofDenton County, a
Texas Non -Profit Corporation, hereinafter referred to as "Greenbelt Alliance of Denton County':
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided funds in its budget for the purpose of
paying for contractual services; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest:
NOW, THEREFORE, the parties hereto mutually agree as follows;
1. SCOPE OF SERVICES
Greenbelt Alliance of Denton County shall, in a satisfactory and proper manner, perform the
following tasks, for which the monies provided by City may be used:
The funds being provided shall be used by Greenbelt Alliance of Denton County to assist with
expenses for the continued preservation of the Greenbelt,
11. O.B.LIGATIONS OF GREENBELT ALLIANCE OF DENTON COUNTY
In consideration of the receipt of funds from City, Greenbelt Alliance of Denton County agrees
to the following terms and conditions:
A. Five Hundred Dollars and no /100 ($500.00) shall be paid to Greenbelt Alliance of Denton
Colony by City to be utilized for the purposes set forth in Article I.
B. Greenbelt Alliance of Denton County will maintain adequate records to establish that the
City funds are used for the purposes authorized by this Agreement.
C. Greenbelt Alliance of Denton County will permit authorized officials of City to review its
books at any time.
D. Upon request, Greenbelt Alliance of Denton County will provide to City its By Laws and
any of its rules and regulations that may be relevant to this Agreement.
E. Greenbelt Alliance of Denton County will not enter into any contracts that would
encumber City funds for a period that would extend beyond the term of this Agreement.
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F. Greenbelt Alliance of Dentoni County will appoint a representative who will be available
to meet with City officials when requested.
G. Greenbelt Alliance of Denton County will submit to City copies of year -end audited
financial statements.
III. "TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2015 unless the contract is sooner terminated under Section VII "Suspension or Tennination ".
IV. PAYMENTS
A. PAYMENTS TO GREENBELT ALLIANCE OF DENTON COUNTY. City shall pay to Greenbelt
Alliance of Denton County the sum specified in Article 11. after the effective date of this Agreement.
B. EXCESS PAYMENT. Greenbelt Alliance of Denton County 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
Lit any time thereafter detennines:
1) has resulted in overpayment to Greenbelt Alliance of Denton County; or
2) has not been spent strictly in accordance with the terms of this Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
V. EVALUATION
Greenbelt Alliance of Denton County agrees to participate in an implementation and
maintenance system whereby the services can be continuously monitored. Greenbelt Alliance of
Denton County agrees to make available its financial records for review by City at City's discretion.
In addition, Greenbelt Alliance of Denton County agrees to provide City the following data and
reports., or copies thereof.
A. All external or internal audits. Greenbelt Alliance of Denton County shall submit a copy
of the annual independent audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C. An explanation of any major changes in program services,
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D. To comply with this section, Greenbelt Alliance of Denton County agrees to maintain
records that will provide accurate, current, separate, and complete disclosure of the status of funds
received and the services performed under this Agreement. The record system of Greenbelt Alliance
of Denton County shall contain sufficient documentation to provide in detail full support and
,justification for each expenditure. Greenbelt Alliance of Denton County 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 five years.
E. Nothing in the above subsections shall be construed to relieve Greenbelt Alliance of
Denton County of responsibility for retaining accurate and current records that clearly reflect the
level and benefit of services provided under this Agreement..
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Greenbelt Alliance of Denton County shall deliver to City
copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof
wherein this program is a part of the subject matter of the meeting. Such notice shall be delivered to
City in a timely manner to give adequate notice, and shall include an agenda and a brief description
of the matters to be discussed. Greenbelt Alliance of Denton County understands and agrees that
City's representatives shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings of Greenbelt Alliance of Denton County' governing body shall be
available to City within ten (10) working days of approval.
VII. TERMINA'T'ION
The City may terminate this Agreement for cause if Greenbelt Alliance of Denton County
violates any covenants, agreements, or guarantees of this Agreement, the Greenbelt Alliance of
Denton County's insolvency or filing of bankruptcy, dissolution, or receivership, or the Greenbelt
Alliance of Denton County' 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 reasons not specifically
enumerated in this paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Greenbelt Alliance of Denton County shall comply withal] applicable equal employment
opportunity and affinnative action laws or regulations.
B. Greenbelt Alliance of Denton County will finish 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 noncompliance by Greenbelt Alliance of Denton County with the
nondiscrimination requirements, the Agreement may be canceled, tenninated, or suspended in whole
or in part, and Greenbelt Alliance of Denton County may be barred from further contracts with City.
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IX. WARRANTIES
Greenbelt Alliance of Denton County 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 significant change without written notice to City.
B. Any supporting financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Greenbelt Alliance of
Denton County 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 financial condition of Greenbelt Alliance of .Denton County.
C. No litigation or legal proceedings are presently pending or threatened against
Greenbelt Alliance of Denton County,
D. None of the provisions herein contravenes or is in conflict with the authority under
whi.ch Greenbelt Alliance of Denton County is doing business or with the provisions of any existing
indenture or agreement of Greenbelt Alliance of Denton County.
E. Greenbelt Alliance of Denton County 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 Greenbelt Alliance of Denton County are subject to any lien or
encumbrance of any character, except for current taxes not delinquent, except as shown in the
financial statements furnished by Greenbelt Alliance of Denton County 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 terms of this Agreement shall be 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
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.
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C. Greenbelt Alliance of Denton County shall notify City of any changes in personnel or
governing board composition.
XI. INDEMNIFICATION _...
To the extent authorized bylaw, the Greenbelt Alliance of Denton County agrees to indemnify,
hold harmless, and defend the City, its officers, agents, and employees from and against any and all
claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in
connection with the performance by the Greenbelt Alliance of Denton County 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 ofnegligent or intentional
acts of Greenbelt Alliance of Denton County, its officers, employees, agents, subcontractors, licensees
and invitees.
XII. CONFLICT OF INTEREST
A. Greenbelt Alliance of Denton County 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 performed under this Agreement. Greenbelt
Alliance of Denton County further 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. Greenbelt Alliance of Denton County 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 the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association 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 deemed 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 Greenbelt Alliance of Denton County or City, as the
case may be, at the following addresses:
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CITY GREENBELT ALLIANCE OF
DENTON COUNTY
City o:f.'Denton, Texas Richard Rogers
Attn: City Manager Chairman of Greenbelt Alliance of
215 E. McKinney Denton County
Denton, TX 76201 2459 Blackjack Road West
Fax No. 940.349.8591 Aubrey, TX 76227
682.365.8677
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. Greenbelt Alliance of Denton County shall not transfer, pledge or otherwise assign this
Agreement or 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 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 Greenbelt Alliance of Denton County 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 constitute 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 Greenbelt Alliance of Denton
County. Neither shall such payment, act, or omission in any manner impair or prejudice any right,
power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers,
privileges, or remedies are always specifically preserved. No representative or agent of City may
waive the effect of this provision.
D. This Agreement, together with referenced exhibits and attachments, constitutes the entire
agreement between the parties 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 or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as
an amendment of 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
in Denton County, Texas.
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IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this
Agreement as of the 2 / day of , 2015.
ATTEST:
JF..,NNIFER WALTERS, CITY SECRETARY
I3Y: ° ^m ,
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
u
ATTEST:
BOARD SECRETARY
CITY OF DENTON, TEXAS
GE(AWE C. CANIPRELL
CITY MANAGER
GREENBELT ALLIANCE OF DENTON
COUNTY
RICHARD ROGE R S
CHAIRMAN
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