2017-199sAlegal\our documents\ordinances\17\sery agr-denton parks foundation.doc
ORDINANCE NO.
2017-199
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND DENTON PARKS FOUNDATION FOR THE PURPOSE
OF SCHOLARSHIPS; AUTHORIZING 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 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.
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CI -1R S `" a.', A
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
li •
ACIPOA/ l) AS TO LEGAL FORM:
AARON L Lr INTERIM ATTORNEY
BY:
sAlegahour docunients\contracts\17\sery agr demon parks foundation.doc
SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
DENTON PARKS FOUNDATION
This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rul,;_�
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 carol
provide needed services to citizens of City and has provided funds in its budget for the purpose
general expenses; and
WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public
interest;
•....... ...... ............ •
. .
Denton Parks 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 shall be used by Denton Parks Foundation for the purpose of
scholarships.
In consideration of the receipt of funds from City, Denton Parks Foundation agrees to the
following terms and conditions:
A. Two Hundred Seventy-five Dollars and no/100 ($275.00) 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.
D. 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.
E. Denton Parks Foundation will not enter into any contracts that would encumber City funds
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.
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 tertninate September 30,
F-0 17, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS To DENTON PARxs FOUNDATION. City shall pay to Denton Parks Foundation
the sum specified in Article II after the effective date of this Agreement.
thereafter determines:
FE•RRIC 1!11111
♦9PREW, ''.- . 4
1 6 6 4 -'• 1 . I
Denton Parks Foundation agrees to participate in an implementation and maintenance system
whereby the services can be continuously monitored. Denton Parks Foundation agrees to make
available its financial records for review by City at City's discretion. In addition, Denton Parks
Foundation agrees to provide City the following data and reports, or copies thereof.,
A. All external or internal audits. Denton Parks Foundation shall submit a copy of the annual
independent audit to City within ten (10) days of receipt.
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D, To comply with this section, Denton Parks Foundation agrees to maintain records that wa
e accurate I senarate. a-i,d corm)lete disclosure of the status of funds received and tffl-
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 benefit 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 of Denton Parks Foundation' governing body shall be available to City
within ten (10) working days of approval.
VII. 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 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 !,Q
AND COMI'LIANC1`4 WITI I I AWS
A. Denton Parks Foundation shall comply with all applicable equal employment opportunity
d affirmative action laws or regulations.
B. Denton Parks Foundation will furnish all information and reports requested by City,arE
will permit access to its books, records, and accounts for purposes of investigation to asce a
compliance with local, State and Federal rules and regulations. I
C. In the event of non-compliance by Denton Parks Foundation with the non-discriminatics
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, a
Denton Parks Foundation may be barred from further contracts with City. I
A. All information, •• and •. heretofore or hereafter requested by City anil
f, e 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,j?.re iomulete, wgimiWw6i"ancial conditions of Denton Parks Foundation on
tie MaTe-Snown on Saw report, URU ill(: FUNLILM11 tile 4VErauivin ilt-T- _UIP 1-cl I ; v7n=7777717
• that since said •, there has been no material change, adverse • • in the financial
co
C. No litigation or legal proceedings are presently pending or threatened against Denton
I'Iarks Foundation.
D. • ♦ the provisions herein contravenes • is in conflict with the authority under
zgreement of Denton Parks Foundation.
E. Denton Parks Foundation has the power to enter into this Agreement and accept
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and conditions ♦ this Agreement.
furnished by Denton Parks Foundation to City.
Each of these representations and warranties shall be continuing and shall be deemed 11
have been repeated by the submission of each request for payment.
A. Any alterations, additions, • deletions • the terms • this Agreement shall • 1,
written amendment executed by both parties, except when the terms of this Agreement express
provide that another method shall be used. i
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
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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,
X1. INDEMNIF.ICATION
To the extent authorized by law, the Denton Parks Foundation agrees to indemnify, hold
or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in
Apmgj&
aw t
of negligent or intentional acts of Denton
Parks Foundation, its officers, employees, agents, subcontractors, licensees and invitees.
X11. C'QNFLlQT Dl It 11 RES]"
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
*f t.%ii 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 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 w 0
MOM I C -N 1 -1 MR
M I n WMM imc"r4tugaw-ME ort itn"I or! 1 li'mI
personal interest or tne interest in any corporation, partnUrS111p, 191F dbbjyatpj f-'JTJ"-ff_•
'17
or indirect interest. I
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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:
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
jVW'y
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 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 Denton Parks Foundation hereunder, or any other act
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constitute or be construed in any way to be a waiver by City of any breach of covenant or de
which may then or subsequently be committed by Denton Parks Foundation. Neither shall su
tr
ts, p
available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies a
always specifically preserved. No representative or agent of City may waive the effect of t
provision.
D. This Agreement, together with referenced exhibits and attachments, constitutes the entilM
agree-ff.e-tit bawiec-t. tke na-ties
11
Ne. 11,101
an amendment of this Agreement.
E. This Agreement shall be interpreted in accordance with the laws of the State of Texas a
in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into th"
Agreement as of the _ day of . .... ,2017. 1
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, INTERIM CITY ATTORNEY
CITY OF DENTON
-,_
TODD IIIILEMA:N, CITY MANAGER
DENTON PARKS FOUNDATION
,
MOI Y TA PKI
I ECTIVE DIRECTOR
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