2009-155s:\our documents\ordinances\09\serv agr ord-southridge rec club.doc
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS, AND SOUTHRIDGE RECREATION CLUB WHICH SERVES
A PUBLIC PURPOSE IN FACILITATING RECREATIONAL ACTIVITIES; PROVIDING FOR
THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN EFFECTIVE
DATE.
WHEREAS, the Southridge Recreation Club (the "Organization") offers its swimming pools
to be open to residents of Denton pursuant to the purchase of a membership (the "Program"); and
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
agreement between the City and the Organization attached hereto and made a part hereof by
reference (the "Agreement") serve a municipal and public purpose including recreational activities to
the City of Denton 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 carry out the duties and responsibilities 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.
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PASSED AND APPROVED this the day of , 2009.
MARK A. BURROU S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROViED AS TQ LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY.
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND THE
SOUTHRIDGE RECREATION CLUB
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 Southridge Recreation Club, a Texas
Non-Profit Corporation, hereinafter referred to as "Organization";
WHEREAS, City has determined that the proposal for services merits assistance and can
provide needed services to citizens of City and has provided funds in its budget for the purpose of
paying for contractual services; and
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:
1. SCOPE OF SERVICES
Organization 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 Organization to assist with pool repairs, which
serves and enhances a public recreational activity.
II. OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions:
A. Four Hundred Fifty Dollars and no/100 ($450) shall be paid to Organization by City
to be utilized for the purposes set forth in Article I.
B. Organization will maintain adequate records to establish that the City funds are used
for the purposes authorized by this Agreement.
C. Organization will permit authorized officials of City to review its books at any time.
D. Upon request, Organization will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. Organization 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. Organization will appoint a representative who will be available to meet with City
officials when requested.
G. Organization will submit to City copies of year-end audited financial statements.
III. TIME OF PERFORMANCE
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 terminate on
September 30, 2009, unless the contract is sooner terminated under Section VII "Suspension or
Termination".
IV. PAYMENTS
A. PAYMENTS TO ORGANIZATION. City shall pay to Organization the sum specified in
Article II after the effective date of this Agreement.
B. EXCESS PAYMENT. Organization 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 Organization; 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
Organization agrees to participate in an implementation and maintenance system whereby the
services can be continuously monitored. Organization agrees to make available its financial records
for review by City at City's discretion. In addition, Organization agrees to provide City the following
data and reports, or copies thereof:
A. All external or internal audits. Organization shall submit a copy of the annual
independent audit to City within ten (10) days of receipt.
B. All external or internal evaluation reports.
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C. An explanation of any major changes in program services.
D. To comply with this section, Organization agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status of funds received and the services
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performed under this Agreement. Organization's record system shall contain sufficient
documentation to provide in detail full support and justification for each expenditure. Organization
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 Organization of
responsibility for retaining accurate and current records that clearly reflect the level and benefit of
services provided under this Agreement.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Organization 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 subj ect 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. Organization understands and agrees that City's representatives shall be afforded access
to all meetings of its Board of Directors.
Minutes of all meetings of Organization's 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 Organization violates any covenants,
agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy,
dissolution, or receivership, or the Organization'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.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. Organization shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
B. Organization 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 Organization's non-compliance with the non-discrimination
requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and
Organization may be barred from further contracts with City.
IX. WARRANTIES
Organization represents and warrants that:
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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 financial statements heretofore requested by City and furnished to
City, are complete, accurate and fairly reflect the financial conditions of Organization 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
Organization.
C. No litigation or legal proceedings are presently pending or threatened against
Organization.
D. None of the provisions herein contravenes or is in conflict with the authority under
which Organization is doing business or with the provisions of any existing indenture or agreement
of Organization.
E. Organization 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 Organization are subject to any lien or encumbrance of any
character, except for current taxes not delinquent, except as shown in the financial statements
furnished by Organization 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. 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. Organization shall notify City of any changes in personnel or governing board
composition.
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XI. INDEMNIFICATION
To the extent authorized by law, the Organization 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 Organization 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 Organization, its officers, employees, agents,
subcontractors, licensees and invitees.
XII. CONFLICT OF INTEREST
A. Organization 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. Organization 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. Organization 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.
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 Organization 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
Fax No. 940.349.8591
ORGANIZATION
Patricia Boosa, President
43 Rolling Hills
Denton, TX 76205
940.300.0725
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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. . Organization 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 Organization 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-
tute 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 Organization. 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 pa ies do hereby affix their signatures and enter into this
Agreement as of the day of , 2009.
CITY OF DENTON
GEOR E C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: 0
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
SOUTHRIDGE RECREATION CLUB
BY:
PATRICIA BOOSA, PRESIDENT
ATTEST:
BY:
SECRETARY
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