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2008-115Dour documentsAorddnancesV08\southridge rec club.dm r . 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. 2 PASSED AND APPROVED this the Yi day of 28 , 2008. PERRY R. McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED A O LEGAL FORM: ,s:Arnir dacumc11eAordinnnccsV08\soWbridgc rec clubAd r EDWIN M. SNYDER, CITY A BY: Page 2 s:\our d"cum is\co =ts\08\southridge me club.dx 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 P Municipal Corporation, hereinafter referred to as "City", and Southridge Recreation Club, a Te Non-Profit Corporation, hereinafter referred to as "Organization"; WHEREAS, City has determined that the proposal for services merits assistance and provide needed services to citizens of City and has provided funds in its budget for the purpos( paying for contractual services; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the pul interest; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Organization shall in a satisfactory and proper mannerperform the following tasks, for wh the monies provided by City may be used: The funds being provided shall be used by the Organization for the purchase of a pl irrigation system for the swimming pool, which serves and enhances a public recreational activ; 11. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organization agrees to the following ter and conditions: A. Nine Hundred Dollars and no/100 ($900.00) shall be paid to Organization by Cit) be utilized for the purposes set forth in Article I. B. Organization will maintain adequate records to establish that the City funds are w for the purposes authorized by this Agreement. C. Organization will permit authorized officials of City to review its books at any tin D. Upon request, Organization will provide to City its By Laws and any of its rules a regulations that may be relevant to this Agreement. E. Organization will not enter into any contracts that would encumber City funds fo period that would extend beyond the term of this Agreement. 1~_, Oour docummN\conlracts\08\couthridge rec club.dw F. Organization will appoint a representative who will be available to meet with t officials when requested. G. Organization will submit to City copies of year-end audited financial statement III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within following time frame: The term of this Agreement shall commence on the effective date and terminate upon completion of the plant irrigation system for the swimming pool, unless the contract is soo terminated under Section VII "Suspension or Termination". W. PAYMENTS A. PAYMENTS TO ORGANIZATION. City shall pay to Organization the sum specifiec Article 11 after the effective date of this Agreement. B. EXCESS PAYMENT. Organization shall refund to City within ten (10) working day, City's request, any sum of money which has been paid by City and which City at any time thereat determines: I) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement: 3) is not supported by adequate documentation to fullyjustify the expenditu V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby i services can be continuously monitored. Organization agrees to make available its financial recol for review by City at City's discretion. In addition, Organization agrees to provide City the followi data and reports, or copies thereof: A. All external or internal audits. Organization shall submit a copy of the annt independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Organization agrees to maintain records that will provi accurate, current, separate, and complete disclosure of the status of funds received and the servic Page 2 OWT dmur tgkcm acts\Ofta thridw rec club.dm performed under this Agreement. Organization's record system shall contain sufTrc documentation to provide in detail full support and justification for each expenditure. Organiza agrees to retain all books, records, documents, reports, and written accounting procedures pertau to the services provided and expenditure of funds under th is Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Organizatior responsibility for retaining accurate and current records that clearly reflect the level and benefi services provided under this Agreement. VI. DIRECTORS' MEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notice meetings of its Board of Directors, setting forth the time and place thereof wherein this program part of the subject matter of the meeting. Such notice shall be delivered to City in a timely marine give adequate notice, and shall include an agenda and a brief description of the matters to discussed. Organization understands and agrees that City's representatives shall be afforded acc to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to City within (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Organization violates any covenat agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankrupt dissolution, or receivership, or the Organization's violation of any law or regulation to which i bound under the terms of this Agreement. The City may terminate this Agreement for other reasc not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Organization shall comply with all applicable equal employment opportunity a affirmative action laws or regulations. B. Organization will furnish all information and reports requested by City, and vti permit access to its books, records, and accounts for purposes of investigation to ascert. compliance with local, State and Federal rules and regulations. C. In the event of Organization's non-compliance with the non-discriminati. requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, a Organization may be barred from further contracts with City. IX. WARRANTIES Organization represents and warrants that: Page 3 s:\our dccur tsbont acts\08\southridge rec club ds A. All information, reports and data heretofore or hereafter requested by City furnished to City, are complete and accurate as of the date shown on the information, data, or rep 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 fumishec City, are complete, accurate and fairly reflect the financial conditions of Organization on the d shown on said report, and the results of the operation for the period covered by the report, and I since said data, there has been no material change, adverse or otherwise, in the financial conditiot Organization. C. No litigation or legal proceedings are presently pending or threatened agai Organization. . D. None of the provisions herein contravenes or is in conflict with the authority un which Organization is doing business or with the provisions of any existing indenture or agreem of Organization. E. Organization has the power to enter into this Agreement and accept payme hereunder, and has taken all necessary action to authorize such acceptance under the terms conditions of this Agreement. F. None of the assets of Organization are subject to any lien or encumbrance of e character, except for current taxes not delinquent, except as shown in the financial stateme furnished by Organization to City. Each of these representations and warranties shall be continuing and shall be deemed to h-, 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 written amendment executed by both parties, except when the terms of this Agreement expres provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal local laws or regulations pursuant hereto may occur during the term of this Agreement. Any su modifications are to be automatically incorporated into this Agreement without written amendml hereto, and shall become a part of the Agreement on the effective date specified by the law regulation. C. Organization shall notify City of any changes in personnel or governing bo, composition. Page 4 S:bur dmummte\contracts\Oftoufiridge rec dub.dm XI. INDEMNIFICATION To the extent authorized by law, the Organization agrees to indemnify, hold harmless, defend the CITY, its officers, agents, and employees from and against any and all claims or suits injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with performance by the Organization or those services contemplated by this Agreement, including all s claims or causes of action based upon common, constitutional or statutory law, or based, in whole c part., upon allegations of negligent or intentional acts of Organization, its officers, employees, age subcontractors, licensees and invitees. X11. CONFLICT OF INTEREST A. Organization covenants that neither it nor anymember of its governing bodypreset has any interest, direct or indirect, which would conflict in any manner or degree with performance of services required to be performed under this Agreement. Organization fiat covenants that in the performance of this Agreement, no person having such interest shall employed or appointed as a member of its governing body. B. Organization further covenants that no member of its governing body or its st subcontractors or employees shall possess any interest in or use his/her position for a purpose tha or gives the appearance of being motivated by desire for private gain for himself/herself, or otht 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 exercises any function or responsibilities in the review or approval of the undertaking or carrying of this Agreement shall participate in any decision relating to the Agreement which affects personal interest or the interest in any corporation, partnership, or association in which he has dir or indirect interest. ' XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the ten of this Agreement shall be deemed to have been delivered, whether actually received or not, wh deposited in the United States mail, postage prepaid, registered or certified, return receipt request, or via hand-delivery or facsimile, addressed to Organization or City, as the case may be, at I following addresses: CITY ORGANIZATI~ON ~ City of Denton, Texas Lori Wolfe, President dent Attn: City Manager 1921 Hollyhill 215 E. McKinney Denton, TX 76205 Denton, TX 76201 940.369.8301 Fax No. 940.349.8591 Page 5 sAm, dmc tsk=t=ts\08\smthndge rec club.dw Either party may change its mailing address by sending notice of change of address to 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 ; interest therein, or any claim arising thereunder to any party or parties, bank, trust company or of financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, remaining provisions shall remain in full force and effect and continue to conform to the origi intent of both parties hereto. C. In no event shall any payment to Organization hereunder, or any other act or failure City to insist in anyone or more instances upon the terms and conditions of this Agreement con; tute or be construed in any way to be a waiver by City of any breach of covenant or default wh may then or subsequently be committed by Organization. Neither shall such payment, act, omission in any manner impair or prejudice any right, power, privilege, or remedy available to C to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifica preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes 1 entire agreement between the parties hereto, and any prior agreement, assertion, statcme understanding, or other commitment occurring during the term of this Agreement or subsequ thereto, have any legal force or effect whatsoever, unless properly executed in writing, and appropriate, recorded as an amendment of this Agreement. E. This Agreement shal I be interpreted in accordance with the laws of the State of Ter and venue of any litigation concerning this Agreement shall be in a court of competent jurisdicti sitting in Denton County, Texas. IN WITNESS WHE OF, the ies do hereby affix their signatures and enter into d Agreement as of the Jl/LGC day of G~iZQ~ 2008. CITY OF DENTONN sz~ykw-ej P ERRY R. McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CIjY SECRETARY BY: Page 6 sAw, dacumenb~contac6W8\sou[hridgc rec club doc APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTO-R BY: ATTEST: BY: SECRETARY SOUTHRIDGE RECREATION CLUB BY: WOLFE, PRESfNElqr Page 7