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20-974ORDINANCE 20- 20-974 AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DENTON, TEXAS, THE EMILY FOWLER LIBRARY FOUNDATION, AND THE ROTARY CLUB OF DENTON, TEXAS #1779, FOR IMPROVEMENTS TO QUAKERTOWN PARK; ACCEPTING DONATIONS OF $40,000 FROM THE ROTARY CLUB OF DENTON AND ITS MEMBERS VIA THE EMILY FOWLER LIBRARY FOUNDATION AND $15,000 FROM THE EMILY FOWLER LIBRARY FOUNDATION FOR IMPROVEMENTS TO THE QUAKERTOWN PARK; APPROVING A PLAN FOR IMPROVEMENT OF QUAKERTOWN PARK AND AUTHORIZING EXPENDITURES IN FURTHERANCE OF THE PLAN; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Emily Fowler Library and Quakertown Park are valuable historical assets to the citizens of the City of Denton and the surrounding communities; and WHEREAS, the partnership formed between the City and the Emily Flower Library Foundation provides the basis for establishing relationships with potential donors to the Denton Parks and Recreation Department; and WHEREAS, the Project (hereinafter defined) is being sponsored by the Rotary Club of Denton as a community service project in celebration of and to historically mark the Rotary Club of Denton's centennial, the 100th anniversary of the Rotary Club of Denton's founding in the City of Denton; and WHEREAS, the offer of a $15,000 donation on behalf of the Emily Fowler Library Foundation has been made available to the City of Denton to fund improvements to Quakertown Park for the construction of an amphitheater consisting of concrete, landscaping, signage and irrigation, and enhancements to the south side of the Emily Fowler Library as described in the Memorandum of Understanding between the City of Denton, the Emily Fowler Library Foundation, and The Rotary Club of Denton, Texas #1779, (the "Project"); and WHEREAS, the offer of a $40,000 donation on behalf of The Denton Rotary Club and its members has been made available to the City of Denton via the Emily Fowler Library Foundation to fund the Project; and WHEREAS, the City will accept a combined $55,000 donation, and any additional financial donations, from the Emily Fowler Library Foundation for the Project; and WHEREAS, the City desires to authorize a Memorandum of Understanding with the Emily Fowler Library Foundation and The Rotary Club of Denton, Texas #1779, which memorializes the responsibilities of the parties as they work together to complete the Project; and WHEREAS, the City of Denton has recently invested in Quakertown Park to make improvements such as the instillation of new playground equipment; and WHEREAS, the Project will contribute toward the overall improvement of park quality and services accomplishment for the year 2020, is in the best interests of the citizens of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations in the preamble are true and correct and are incorporated by reference herewith as part of this ordinance. SECTION 2. City Council finds that the Memorandum of Understanding ("Memorandum") between the City of Denton, the Emily Fowler Library Foundation, and The Rotary Club of Denton, Texas #1779 attached hereto serves a valid municipal and public purpose and is hereby approved. The City Manager, or his designee, is authorized to execute the Memorandum on behalf of the City of Denton. The City Manager, or his designee, is hereby authorized to carry out the City's rights and duties under the Memorandum including authorization for the expenditure of funds provided for in the Memorandum. SECTION 3. The City Council hereby approves the Project in furtherance of the Denton Parks and Recreation Department Quakertown Park site improvement plans attached to the Memorandum. SECTION 4. The City Council hereby approves acceptance of the donation of $15,000 from the Emily Fowler Library Foundation and $40,000 from The Rotary Club of Denton, Texas #1779 and its members for the Project via the Emily Fowler Library Foundation, and the City Manager, or his designee, is authorized to request and accept the donation on behalf of the City of Denton and to make expenditures thereof for the Project at Quakertown Park in accordance with the Memorandum. The City Manager, or his designee, is authorized to accept additional donations and make expenditures in furtherance of the Memorandum and improvement plan for the Project. SECTION 5. The expenditure of funds as provided in the attached Memorandum and the Project at Quakertown Park is hereby authorized. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve his ordinance was made by and seconded by -*AbLeThis ordinance was passed and approved by th -ollowing vote [-(0 - 0 1: Aye Nay Abstain Chris Watts, Mayor: Gerard Hudspeth, District 1: ✓ Keely G. Briggs, District 2: v --- Jesse Jesse L. Davis, District 3: ✓ John Ryan, District 4: Deb Annintor, At Large Place 5: ✓ Paul Meltzer, At Large Place 6: ,/ Absent PASSED AND APPROVED this the 1(Q"'day of , 2 0. CHRIS WAT S, AYOR ATTEST: um ROSA RIOS, CITY SECRETARY �y 0 1141*01 By: APP OV D AS TO LEGAL FORM: AAR LEAL, C TY ATTORNEY fie. 1pN t� By: ►�tM Memorandum of Understanding The Denton Rotary Club and The Emily Fowler Library Foundation and The City of Denton This Non-binding Memorandum of Understanding (this Memorandum) is made on (Execution Date), by and between The Emily Fowler Library Foundation (hereinafter referred to as Foundation) of Emily Fowler Central Library. 502 Oakland Street, Denton, TX,76201, the City of Denton (hereinafter referred to as City) of 215 East McKinney, Denton, Texas 76201, and The Rotary Club of Denton, Texas #1779 (hereinafter referred to as the Denton Rotary Club) of P.O. 1622, Denton, TX 76202, (each party hereto is referred to individually as Party and collectively as Parties) for the purpose of achieving the various aims and objectives relating to the improvements to Quakertown Park at 700 Oakland Street, Denton, TX (hereinafter referred to as the Project) as outlined in Exhibit A and Exhibit B attached hereto and incorporated herein for all purposes. WHEREAS, Foundation and City and the Denton Rotary Club desire to enter into a non- binding agreement in which Foundation and City and Denton Rotary Club will work together to complete the Project; and WHEREAS, the Project is being sponsored by the Denton Rotary Club as a community service project in celebration of and to historically mark the Denton Rotary Club's centennial, the 100th anniversary of the Denton Rotary Club's founding in the City of Denton; and WHEREAS, the Foundation and City and the Denton Rotary Club are desirous to enter into a Memorandum of Understanding between them, setting out to memorialize the working arrangements that each Party agrees are necessary to complete the Project and that will constitute the framework, goals, and objectives for the Parties to move forward with the Project; NOW THEREFORE, the Parties memorialize their understanding ofthe Project and each Party's respective role and objectives as the following: Purpose The purpose of this Memorandum is to provide the framework for the responsibilities, goals, and objectives regarding the Project as outlined in Exhibit A and Exhibit B attached hereto and incorporated herein for all purposes between the Foundation, City and the Denton Rotary Club. Obligations of the Parties The Parties acknowledge and agree to work together in the true spirit of partnership to ensure that there is a united visible and responsive leadership of the Project and to demonstrate financial, administrative and managerial commitment to the Project by means of the individual efforts, resources and services as provided in this Memorandum. Cooperation The activities and services for the Project shall include, but not be limited to: a. Services to be rendered by Foundation and City include: The Foundation has and will receive the Rotary Gift (hereinafter defined) from the Denton Rotary Club and members of the Denton Rotary Club and placed it into an account and will work with the City on funding of the Project. The Rotary Gift will be transferred to the City at the appropriate time(s), including upon request of the City for anticipated or incurred expenses for the Project, and the City agrees to accept the Rotary Gift to be used for the Project. The City will administer the Project, including administration of the resources to complete the Project. The Foundation has and will contribute a minimum of Fifteen Thousand Dollars ($15,000) (the Foundation Gift) for the Project. First priority for use of the Foundation Gift is for the construction of an amphitheater consisting of concrete, landscaping, signage and irrigation projects at Quakertown Park. The Foundation Gift will be transferred to the City at the appropriate time(s), including upon request of the City for anticipated or incurred expenses for the Project, and the City agrees to accept the Foundation Gift to be used for the Project. b. Services to be rendered by the Denton Notary Club include: The Denton Rotary Club and its members have and will contribute a minimum of Forty Thousand Dollars ($40,000) (the Rotary Gift) to the Library Foundation for the Project at Quakertown Park. First priority for use of the Rotary Gift is for the construction of an amphitheater consisting of concrete, landscaping, signage and irrigation projects at Quakertown Park as shown in Exhibit A and B. Resources The Parties will endeavor to have final approval and secure any financing necessary to fulfill their individual financial contributions at the start of the planning for the development of the Project. a. City agrees to provide the following financial, material and labor resources in respect of the Project: Labor to provide oversight of the Project as well as for the installation of the Project, including irrigation and landscaping. b. The Library Foundation will receive the Rotary Gift and transfer it at the appropriate time(s) to the City. The Library Foundation will transfer. the Foundation Gift at the appropriate time(s) to the City. 2 C. The Denton Rotary Club hereby has provided and will provide either directly to the Foundation or from contributions by its members to the Foundation the Rotary Gift in respect of the Project. Communication Strategy Marketing of the vision and any media or other public relations contact should always be consistent with the aims of the Project and only undertaken with the express agreement of all Parties. Where it does not breach any confidentiality protocols, a spirit of open and transparent communication should be adhered to. Coordinated communications should be made with external organizations to elicit their support and further the aims of the Project. No Binding Agreement This Memorandum reflects the intention of the Parties, but for the avoidance of doubt neither this Memorandum nor its acceptance shall give rise to any legally binding or enforceable obligation on any Party. Exclusive Control of Project and Quakertown Park City reserves the exclusive rights to control the Project and Quakertown Park. The Project developed under this Memorandum shall be the exclusive property of City. The Foundation Gift and Rotary Gift, or portions thereof transferred to City, will be surrendered to City upon transfer to City. The City has exclusive rights to control the placement, construction, development, management, and/or operation of the Project. Liability No liability will arise or be assumed between the Parties as a result of this Memorandum. Dispute Resolution In the event of a dispute between the Parties, a dispute resolution group will convene consisting of the Chief Executives of each of the Parties together with one other person independent of the Parties appointed by the Chief Executives. The dispute resolution group may receive for consideration any information it thinks fit concerning the dispute. In the event the dispute resolution group is unable to make a compromise and reach a final decision, it is understood that no Party is obligated to complete the Project. Term The arrangements made by the Parties by this Memorandum shall remain in place from the Execution Date until December 31, 2021, or upon completion of the Project, whichever is sooner. The term can be extended only by agreement of all the Parties. Notice Any notice or communication required or permitted under this Memorandum shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address as provided in this Memorandum. Governing Law 3 This Memorandum shall be construed in accordance with the laws of the State of Texas. Assignment No Party may assign or transfer the responsibilities made herein without the prior written consent of the non -assigning Parties, which approval shall not be unreasonably withheld. Amendment This Memorandum may be amended or supplemented in writing, if the writing is signed by all Parties. Severability If any provision of this Memorandum is found to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Memorandum is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. Prior Memorandum Superseded This Memorandum constitutes the entire Memorandum between the Parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and Memorandums, whether written or oral. Understanding It is mutually agreed upon and understood by and among the Parties of this Memorandum that: a. Each Party will work together in a coordinated fashion for the fulfillment of the Project. b. In no way does this Memorandum restrict the Parties from participating in similar agreements with other public or private agencies, organizations, and individuals. C. To the extent possible, each Party will participate in the development of the Project. d. Nothing in this Memorandum shall obligate any Party to the transfer of funds. Any endeavor involving reimbursement or contribution of funds between the Parties will be handled in accordance with separate agreements and applicable laws, regulations, and procedures. Such endeavors will be outlined in separate agreements that shall be made in writing by representatives of the Parties involved and shall be independently authorized by appropriate statutory authority. This Memorandum does not provide such authority. e. This Memorandum is not intended to and does not create any right, benefit, or trust responsibility. f. This Memorandum will be effective upon the signature of all Parties. 4 g. Any Party may terminate its participation in this Memorandum by providing written notice to the other Parties. h. The continuation of the City's responsibilities pursuant to this Memorandum is dependent upon the availability of funding. The City's payment obligations, if any, are payable only and solely from funds appropriated and available for the Project. The absence of appropriated or other lawfully available funds shall render the Memorandum null and void to the extent funds are not appropriated. The following Parties support the goals and objectives of the Project: Signatories This Memorandum shall be signed on behalf of The Denton Library Foundation by Cary Cates, Representative, Denton Library Foundation, and the City of Denton by Todd Hileman, City Manager, City of Denton, and by the Denton Rotary Club, Condell Garden, President, Denton Rotary Club. This Memorandum shall be effective as of the date first written above. Emily Fowler Foundation Cary Cat presentative, Board of Directors, Emily Fowler Library Foundation Pre dent, benton Rotary Club Condell Garden City of Denton Todd Hileman City Manager 5 ATTEST: u ROSA RIOS, CITY SECRETARY y ©F �Fy� BY: � { cZc`f sG-�evrw Y 0 APPRCMD AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY FyIO N ESQ BY: ii�`a✓ 3 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. SI NATURE PRINTED NAME 1D14504 TITLE DEPARTMENT ..A [The Nook Budget Items Concrete Trees Ground Cover Turf DG Rock Shrubs Filter Fabric Irrigation Picnic Tables Tiles Rotary Centennial Marker 'Total Contingency 10% Toles Black Rock Mexican Beach Pebble Blend of Bath EXHIBIT B "The Nook" Budget Estimates Base $ 5,000.00 $ 45,175.16 $ 44,192.68 As of 517VZD Alt 1 Alt 2 $14,DDU $9,100 $ 49,975.16 $ 45,075.16 $ 54,972.68 $ 490582.68 Tile estimate $1,200 each Concrete: Seating forming a series of "1"s and "0"s , in remembrance of 100 years of Denton Rotary service to the community 8 $ 16,552.36 Qty 3 $ 1,200.00 2300 sgft $ 7,000.00 200 sgft $ 250.00 55 tons $ 1,500.00 28 tons $4,200 Qty 27 $ 550.00 3000 sgft $ 260.00 $2,500 Qty 4 $ 6,162.80 $ 5,000.00 $ 45,175.16 $ 44,192.68 As of 517VZD Alt 1 Alt 2 $14,DDU $9,100 $ 49,975.16 $ 45,075.16 $ 54,972.68 $ 490582.68 Tile estimate $1,200 each Concrete: Seating forming a series of "1"s and "0"s , in remembrance of 100 years of Denton Rotary service to the community 8