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FILE
NUMBER VENDOR AMOUNT
6348 Denton Parks Foundation $77,000
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SECTION 4, The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 6348 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall became effective immediately upon its passage and
approval.mm
PASSED AND APPROVED this the �_ � day of ����'�� 2017.
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CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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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 contribution to the Park Foundation can provide
needed services to citizens of City and has provided funds in its budget for the purpose of funding
the Executive Director's salary, administrative support, and office supplies.
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:
I. SCOPE OF SERVICES
Foundation 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 will be used for the salary of the
Executive Director, Administrative Support, and offce supplies.
II. OBLIGATIONS OF FOUNDATION
In consideration of the receipt of funds from City, Foundation agrees to the following terms
and conditions:
A. Seventy Seven Thousand Dollars and No Cents $77,000.00 shall be paid to
Foundation by City to be utilized for the purposes set forth in Article I.
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.
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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 completed by Foundation within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2017, 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 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:
1) has resulted in overpayment to Foundation; 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
Foundation agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Foundation agrees to make available its bank statements for
review by City at City's discretion. In addition, Foundation agrees to provide City the following data
and reports, or copies thereof:
A. An explanation of Return on Investment
B. To comply with this section, Foundation 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. Foundation's record system shall
contain sufficient documentation to provide in detail full support and justification 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 five 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.
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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.
VIL TERMINATION
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
bound under the terms of this Agreement. The City may terminate this Agreement for other reasons
not specifically enumerated in this paragraph.
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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 requirements,
the Agreement may be canceled, terminated, or suspended in whole or in part, and Foundation rnay
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 significant change without written notice to City.
B. Any supporting bank statements heretofore requested by City and furnished to City,
are complete, accurate and fairly retlect 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 financial condition of
Foundation.
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 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 t�es not delinquent, except as shown in the bank statements furnished
by Foundation to City.
G. 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 b y both parties, except when the terms of this Agreement e x p re s s 1 y
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 specif�ed b y the law or
regulation.
C. Foundation shall notify City of any changes inpersonnel orgoverning
board composition.
XI. INDEMNIFICATION
To the extent authorized by law, the Foundation 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 Foundation 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 confl ict in any manner or degree with the
performance of services required to be performed under this Agreement. Foundation further
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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
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 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 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 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
Foundation
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 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 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-
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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 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.
IN WITNESS WHEREOF, the �a<�rti�:4 do hereby affix their signatures and enter into this
Agreement as of the day of � � , 20 �'�
CITY OF DENTON
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T�ODD HILEMAN CITYMANAGER
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,C �?���I f l l �t���WALTERS, CITY SECT� �'1"ARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
DENTON PARKS FOUNDATION
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