2009-152sAour documents\ordinances\09\denton co serv agr.doc
ORDINANCE NO. Q - /5
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS, AND THE DENTON COUNTY TO HELP WITH THE COST
OF PROTECTING THE HISTORICAL BUILDINGS QUILT FOR THE DENTON COUNTY
MUSEUMS; 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 Program and the
Agreement between the City and Denton County attached hereto and made a part hereof by
reference (the "Agreement") serve a municipal and public purpose including the promotion of
tourism and economic development and the Agreement 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 the
expenditure of funds as provided in the Agreement.
SECTION 3. This Ordinance shall become effective immediately upon its passage and
approval. L
SL
PASSED AND APPROVED this the day of '2009.
A. BURR-OUGIS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRO D AST LEGAL FORM:
ANITA BURGESS, C, TY ATTORNEY
f
BY: c
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DONATION AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
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 Denton County, a political
subdivision of the State of Texas, hereinafter referred to as "County":
WHEREAS, County owns and plans to display in its Courthouse on the Square Museum
(hereinafter "CHOS"), a quilt depicting Historic Buildings of the City of Denton; and
WHEREAS, proper preservation and display of the Historic Buildings Quilt requires the
construction of a quilt cover; and
WHEREAS, County has requested City's assistance in paying for the Historic Buildings
Quilt cover; and
WHEREAS, City has determined that the citizens of City will benefit from the display and
preservation of the Historic Buildings Quilt at CHOS; and.
WHEREAS, City has provided funds in its budget to help with the cost of protecting the
Historical Buildings Quilt for the museum; and
WHEREAS, this Agreement serves a valid municipal and county public purpose and is in the
public interest; and
WHEREAS, the Commissioners Court of Denton County has authority to accept donations
of Minds for County public purposes;
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. USE OF DONATED FUNDS
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 the County to purchase a custom-made cover for
the display and preservation of the Historical Buildings Quilt at CHOS.
II. OBLIGATIONS OF COUNTY
In consideration of the receipt of funds fi-om City, County agrees to the following terms and
conditions:
A. Seven Hundred Dollars and no/100 ($700.00) shall be paid to County by City to be
utilized for the purposes set forth in Article L
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B. County will maintain adequate records to establish that the City funds are used for the
purposes authorized by this Agreement.
C. County will not enter into any contracts that would encumber City funds for a period
that would extend beyond the term of this Agreement.
D. County will appoint a representative who will be available to meet with City officials
to discuss the performance of this Donation Agreement.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by County within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate on
September 30, 2009, unless earlier terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS To COUNTY. City shall pay to County the sum specified in Article II after
the effective date of this Agreement.
B. EXCESS PAYMENT. County shall refund to City within ten (10) working days of City's
request any sum of money that has been paid by City under this Agreement and that has been spent
by County in a manner that is not strictly in accordance with the terms of this Agreement.
V. EVALUATION
County agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. County agrees to make available for City's review all
County financial records that relate directly to the use of funds provided under this Agreement.. In
addition, County agrees to provide City the following data and reports, or copies thereof:
A. An explanation of any major changes in services provided under this Agreement.
B. To comply with this section, 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. County's record system shall contain sufficient documentation to
provide, in detail, full support and justification for each expenditure of funds provided under this
Agreement. 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.
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C. Nothing in the above subsections shall be construed to relieve County of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. COMMISSIONERS COURT MEETINGS
During the term of this Agreement, County shall notify City in writing whenever Denton
County Commissioners Court is scheduled to consider the subject matter of this Agreement in a
formal open meeting. Such notice shall be given no later than the week prior to the scheduled
Commissioners Court meeting.
VII. TERMINATION
The City may terminate this Agreement for cause if County violates any covenants,
agreements, or guarantees of this Agreement, the County's insolvency or filing of bankruptcy,
dissolution, or receivership, or the County'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. Upon termination by City, County shall refund to City all
funds provided under this Agreement minus any amounts expended by County in accordance with
the terms of this Agreement prior to City's termination.
VIII. 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.
C. County shall notify City of any relevant changes in personnel or governing board
composition.
IX. INDEMNIFICATION
County agrees to be responsible for any liability or damages the County may suffer as a
result of claims, demands, costs or judgments, including all reasonable attorneys' fees, against
County arising out of any performance under this Agreement, or arising from any accident, injury or
damage, whatsoever, to any person or persons, or to the property of any person(s) or corporation(s)
occurring during the performance of this Agreement and caused by the sole negligence of the
County, its agents, officers and/or employees.
City agrees to be responsible for any liability or damages it may suffer as a result of claims,
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demands, costs or judgments, including any reasonable attorneys fees, against City, ariging out of
any performance under this Agreement, or arising out of the performance of any services to be
provided under this Agreement, or arising from any accident, injury or damage, whatsoever, to any
person or persons, or to the property of any person or person(s) or corporation(s) occurring during
the performance of the Agreement and caused by the sole negligence of City, its agents, officers,
and/or employees.
City and County agree that any liability or damages as stated above occurring during the
performance of this Agreement caused by the joint or comparative negligence of their employees or
officers shall be determined in accordance with comparative responsibility laws of the State of
Texas.
X. CONFLICT OF INTEREST
A. 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. 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. 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.
XI. 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 County or City, as the case may be, at the following
addresses:
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CITY
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
Fax No. 940.349.8591
COUNTY
Denton County
Mary Horn, County Judge
110 West Hickory
Denton, TX 76201
Telephone No. 940.349.2823
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.
XII. MISCELLANEOUS
A. 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 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 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 W]JEREOF:1 the rties do hereby affix their signatures and enter into this
Agreement as of the day of 12009.
GEORGE . CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY'
APPROVED ASJO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: ; F
DENTON COUNTY
BY:
MARY HO COUNTY JUDGE
ATTEST:
BY:
S EI ET himiftl
RY
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