2017-125sAlegakour documcnts\ordinances\1 7\sery agr-denton parks foundation.doc
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FOR AN EFFECTIVE DATE.
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,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
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
2017.
l "WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRO,,, 1) ASJ') LEGAL FORM:
AARON LEAL, INTERIM ATTORNEY
BY:
S:Alepkom 7\wry agr denton parks floundation,doe
SERVICE AGREEMENT
BETWEEN 'THF, CITY OF DENTON, TEXAS AND
DENTON PARKS FOUNDATION
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 Texas
Non -Profit Corporation, hereinafter referred to as "Denton Parks Foundation":
WHEREAS, City has determined that the proposal for services merits assistance and can
provide Deeded services to citizens of'City and has provided funds in its budget for the purpose of
general expenses; and
W111"REAS, this Agreement serves a valid municipal and public Purpose and is in the public
interest;
NOW, the parties hereto mutually agree as follows:
1. SCOPF, OF Sl -.RV lCt"1011
Denton Parks Foundation shall, in a satisfactory and proper manner, pert.on-n the following
tasks for which the monies provided by City may be used:
The funds being provided shall be used by Denton Parks Foundation to assist with the costs of
Cyclodia 2017,
11, OBLIGATIONS OF Dl:NTON PARKS FOUNDATION
PARKS — FOUNDATION
.. ....... . ......... . ..... —
In consideration of the receipt of.' unds from City, Denton Parks Foundation agrees to the
fibl.lowing terms and conditions:
A. Three Hundred Fifty Dollars and no/100 ($350.00) shall be paid to Denton Parks
Foundation by City to be utilized for the purposes set forth in Article I.
B. Denton Parks Foundation will maintain adequate records to establish that the City funds
are used for the purposes authorized by this Agreement.
C. Denton Parks Foundation will permit authorized officials of'City to review its books at
any time.
1), Upon request, Denton Parks Foundation will provide to City its By Laws and any of its
rules and regulations that may be relevant to this Agreement,
L'. Denton Parks Foundation will not enter into any contracts that would encumber City ftinds
for a period that would extend beyond the term of this Agreement.
F, Denton Parks Foundation will appoint a representative who will be available to meet with
City officials when requested,
G, Denton Parks Foundation will submit to City copies of year-end audited financial
statements,
111, �r�I'll�M.,�E�O-F.-I-PE-RFOR�MAN-CE
The services funded by City shall be undertaken and completed by Organization within the
following time frame:
The term of this Agreement shall commenoe on the effective date andterminate September 30,
2017 unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAY MENTS,ro DENTON PARKS FOUNDATION, City shall pay to Denton Parks Foundation.
the sum specified in Article 11 after the effective date of this Agreement.
B, Excess PAYMENT. Denton Parks Foundation shall refund to City within ten (10) working
days of City's request, any sun of.'money which has been paid by City and which City at any time
thereallur determines:
1111111 MINE NEW did
V. EVALUATION
Denton Parks Foundation agrees to participate in an implementation and maintenance syste
whereby the services can be continuously monitored. Denton Parks Foundation agrees to 111aig
available its financial records for review by City at City's discretion. In addition, Denton ParIN
Foundation agrees to provide City the following data and reports, or copies thereof: I
A. All external or internal audits. Denton Parks Foundation shall submit a copy oft e 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.
9��
services performed under this Agreement. The record system of Denton Parks Foundation shall
contain sufficient documentation to provide in detail full support and justification for each
expenditure, Denton Parks 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,
E. Nothing in the above subsections shall be construed to relieve Denton Parks Foundation Of
responsibility for retaining accurate and current records that clearly reflect the level and beriefia of
services provided under this Agreement.
During the term of this Agreement, Denton Parks Foundation 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. Denton Parks Foundation understands and agrees that City's representatives
shall be afforded access to all meetings of its Board of Directors.
Minutes of all meetings otDenton Parks Foundation' governing body shall be available to City
within ten (10) working days of approval.
VI[, TERMINATION
The City may terminate this, Agreement for cause if Denton Parks Foundation violates any
covenants, agreements, or guarantees Of this Agreement, the Denton Parks Foundation's insolvency
or filing of bankruptcy, dissolution, or receivership, or the Denton Parks Foundation' violation ofany
law or regulation to which it is bound under the terms of this Agreement. The City may terminate
this Agrcernent for other reasons not specifically enumerated in this paragraph.
VIll. I A 1, 011PORT1 fN ITY Al 1) COM llt,[ANCI, WI TI I.1 A4
A. Denton Parks Foundation shall comply with a] I applicable equal employment opportunity
and at'l-irmatiNT action laws or regulations.
B. Denton Parks Foundation will furnish all information and reports requested by City, and
will permit access to its books, records. and WOOLIMS for purposes of investigation to ascertain
compliance with local, State and Federal rules and regulations,
C. In the event ot'noti-compliance by Denton Parks Foundation with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Denton Parks Foundation may be barred E'rorn further contracts with City.
Page 3 of
IX WARRANTIES
Denton Parks Foundation represents and warrants that:
A. AH 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.
1:3. Any supporting financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Denton Parks 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 Denton Parks Foundation.
C, No litigation or legal proceedings are presently pending or threatened against Denton
Parks Foundation,
1), None of the provisions herein contravenes or is in conflict with the authority tinder
which Denton Parks Foundation is doing business or with the provisions of any existing; indenture or
agreement of Denton Parks Foundation.
Denton Parks Foundation has the power to enter into this Agreement and accept
payments hereunder, and has taken all necessary action to authorize Such acceptance tinder the terms
and conditions of'this Agreement.
F. None of the assets of Denton Parks Foundation are subject to any lien or encumbrance
ol"any character, except For current taxes not delinquent, except as shown in the financial statements
furnished by Denton Parks 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. CHANGHS AND AMFNI)MI,'N'I'S
A. Any alterations, additions, or deletions to the ternis 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 he 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.
C. Denton Parks Foundation shall notify City of any changes in personnel or governing
board composition,
XI. INDFIVINII-ICAIJON
To the extent authorized by law, the Denton Parks 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 Denton Parks 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 offlenton
Parks Foundation, its of* icers, employees, agents, subcontractors, licensees and invitees.
X11, CONFLICT OF INTERE'ST
A. Denton Parks 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 performed under this Agreement. Denton Parks Foundation
further covenants that in the performance ol'this Agreement, no person having such interest shall be
employed or appointed as a member of its governing body,
B. Denton Parks 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 himsetf/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 ofthe undertaking or carrying out
ofthis 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.
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 Denton Parks Foundation or City, as the case may be,
at the following addresses:
Page 5 of 7
CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
1 ax No. 940,349,8591
DE'NTON PARKS 1`0UNDATION
Molly Tampke
Executive Director
601 E. Hickory, Suite B
Denton, TX 76201
Fax No. 940.349.8166
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, Denton Parks Foundation shall not transfer, pledge or otherwise assign this Agreement or
any interest therein, or any claim arising thereunder 110 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 Linen f"orceable, 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 Denton Parks 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
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 Denton Parks 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. "Phis Agreement shall be interpreted in accordance with the laws of the State of Texas and
venue ofany litigation concerning this Agreement shall be in a court ofcompetentjurisdiction sitting
in Denton County, Texas.
IN WITNESS Wlthe ptirlies do hereby affix their signatures and enter into this
Agreement as ofthe -1 , I dayol" Afq_�C, 2017.
Page 6 of 7
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
BY:
CITY OF DENTON
TODD HILEMAN, CITY MANAGER
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MOLLY] r , AM,
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EXECUTIVE
Page 7 of 7