2009-089sAour documents\ordinances\09\twu triathlon.doc
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE TEXAS WOMAN'S UNIVERSITY TO PAY FOR
SERVICES RENDERED BY THE POLICE AND FIRE PERSONNEL DURING THE TWU
TRIATHLON; 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 the Texas Woman's University ("University") attached hereto and
made a part hereof by reference (the "Agreement") serves a valid 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 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.
S~
PASSED AND APPROVED this the - day of , 2009.
MARK A. BU MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: ~ A-M-0 ,
APPRO HEDA40 LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: L'I L:7~ Q-A. ~ I- ,
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
TEXAS WOMAN'S UNIVERSITY FOR THE
TWU TRIATHLON
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 the Texas Woman's University, a Texas
Non-Profit Corporation, hereinafter referred to as "University";
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
University 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 University to pay for police and fire personnel
and any other expenses for the Triathlon.
II. OBLIGATIONS OF UNIVERSITY
In consideration of the receipt of funds from City; University agrees to the following terms
and conditions:
A. Seven Hundred Dollars and no/I 00 ($700.00) shall be paid to University by City to be
utilized for the purposes set forth in Article I.
B. University will maintain adequate records to establish that the City funds are used for
the purposes authorized by this Agreement.
C. University will permit authorized officials of City to review its books relating to the
use of the $700 at any time for one year.
D. Upon request, University will provide to City its By Laws and any of its rules and
regulations that may be relevant to this Agreement.
E. University will not enter into any contracts that would encumber these City funds for
a period that would extend beyond the term of this Agreement.
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F. University will appoint a representative who will be available to meet with City
officials when requested.
III. TIME OF PERFORMANCE
The services funded by City shall be undertaken and completed by University within the
following time frame:
The term of this Agreement shall commence on the effective date and terminate September 30,
2009, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMENTS To UNIVERSITY. City shall pay to University the sum specified in Article
II after the effective date of this Agreement.
B. EXCESS PAYMENT. University 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 within one year of the date of this Agreement:
1) has resulted in overpayment to University; 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. TERMINATION
The City may terminate this Agreement for cause if University violates any covenants,
agreements, or guarantees of this Agreement, the University's insolvency or filing of bankruptcy,
dissolution, or receivership, or the University's violation of any law or regulation relating to use of
this $700.
VI. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. University shall comply with all applicable equal employment opportunity and
affirmative action laws or regulations.
VII. WARRANTIES
University represents and warrants that:
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A. University 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.
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 or Federal
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.
IX. INDEMNIFICATION
To the extent authorized by the laws and Constitution of the State of Texas for state agencies,
the University 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 University 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 University, its officers, employees, agents, subcontractors, licensees and
invitees.
X. CONFLICT OF INTEREST
A. University 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. University 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. Relating to the activities funded by this Agreement, University 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
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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 University 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
Phone No.: 940.349.8307
Fax No.: 940.349.8591
UNIVERSITY
Dr. Richard Nicholas
Vice President for Student Life
TWU Athletics
P.O. Box 425349
Denton, TX 76204-5349
Phone No.: 940.898.2378
Fax No. 940.898.2372
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. University 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 University 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 University. 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
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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 parties do hereby affix their signatures and enter into this
Agreement as of the day of .2009.
GE RG C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: D.=!f ~In
APPRO D AS LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
(1
BY: ~1 e~-7
TEXAS WOMAN'S UNIVERSITY
BY:
DR. RICHARD NICHOLAS
VICE PRESIDENT FOR STUDENT LIFE
ATTEST:
BY:
SECRETARY
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