2007-123s:\our dceumenLS\ordinanees\W\snuth ridge rec ord..dnc
ORDINANCE NO. ~~d 7, l~3
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND SOUTH RIDGE RECREATION CLUB FOR THE
ENHANCEMENT AND BEAUTIFICATION OF THE FENCE LINE AROUND THE SWIIVII\~ING
POOL; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING
FOR AN EFFECTNE DATE.
WHEREAS, the South Ridge Recreation Club (the "Organization") offers its swimming
pools to be open to residents of Denton upon payment of membership fees (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
opportunities for the residents 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 oftheCity 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.
PASSED AND APPROVED this theme day of , 2007.
C
PERK R. McNEILL, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
EDWIN M. SIy~}ER, CITY//fCTTORNEY
BY:
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SERVICE AGREEMENT
BETWEEN THE CITY OF DENTON, TEXAS AND
SOUTH RIDGE RECREATION CLUB
This Agrees Went is hereby entered into by and between the City of Denton, Texas, a Home Rule
Municipal Corpot ~ltion, hereinafter referred to as "City", and South Ridge Recreation Club, a non-
profit organization, hereinafter referred to as "Organization";
WHEREAS, City has determined that the Organization will perform an important public
service for the residents of Denton without regard to race, religion, color, age or national origin by
making its swimming pools open to the public for use by the residents of Denton;
NOW, THE?BEFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
Organization shall in a satisfactory and proper manner perform the following tasks, for which
the monies provided by City maybe used: Enhancements and beautification ofthe fence line around
the swimming poo I which includes mulching and edging. The enhancement and beautification of the
fence line will promote the public's use of the swimming pool. (The swimming pool shall be open
to the public for use by residents of Denton for a period of not less than five years upon payment of
membership fees. Such fees shall be no greater than the fees charged other members of the
Organization.)
II.OBLIGATION5 OF ORGANIZATION
In consideration of the receipt of funds from City, Organization agrees to the following terms
and conditions:
A. The funds provided for in this agreementshall only be expended for the purposes set forth
in Article I above, subject to Section IV.A. and for no other purpose.
B. The Organization shall expend the funds in a manner that will allow for a tracing of funds
and a review of the specific expenditures for which the funds were utilized.
C. The Organization shall permit authorized officials of City to review its books at any time.
D. The Organization will reduce to writing all of its rules, regulations, and policies and file a
copy with City Manager's office along with any amendments, additions, or revisions whenever
adopted.
E. The Organization shall 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. As funds are expended, the Organization shall provide documentation in the form of
cancelled checks +tnd corresponding receipts detailing expenditure.
G. "I'he Organization shall appoint a representative who will be available to meet with City
officials when requested.
E 1. "I'he Organization shall indemnify and hold harmless City from any and all claims and
suits arising out of the activities of Organization, its employees, and/or contractors.
1. The Organization shall 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 September 30,
2007, unless the contract is sooner terminated under Section VII "Suspension or Termination".
IV. PAYMENTS
A. PAYMEArrS To Oacnn~IZnrtoN. City shall pay to the Organization the sum of$200.00 to be
used solely for tht~ purposes set forth in Section i above.
B. EXCESS i'AYMENT. Organization shall refund to City within ten (] 0) working days ofCity'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 net been spent strictly in accordance with the terms of ilLS Agreement; or
3) is not supported by adequate documentation to fully justify the expenditure.
C. DEOBI.,IGATION OF FUNDS/REVERSION OF ASSETS. In the event that actual
expenditures deviate from Organization's provision of a corresponding level of performance City
hereby reserves the right to reappropriate or recapture any such under expended funds. If City finds
that Organization is unwilling and/or unable to comply with any ofthe terms ofthis Agreement, City
may require a refund ofany and all money expended pursuant to this Agreement by Organization, as
wet I as any remaining unexpended funds which shall be refunded to City within ten working days of
a written notice to Organization to revert these financial assets. The reversion of these financial
assets shall be in addition to any other remedy available to City either at law or in equity for breach
ofthis Agreement.
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D. AGREEn,IENT CLOSE OUT. Organization Shall submit the Agreement close out package to
City, together wish a final expenditure report, for the time period covered by the last invoice
representing final expenditure of funds under this Agreement, within fifteen (15) working days
following the close. of the Agreement period. Organization shall utilize the form agreed upon by City
and Organization.
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, nr 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.
C. Until such time as all disbursed funds have been expended and all document submissions
are complete, the Organization agrees to submit quarterly financial statements in July, October,
January, and Apri I. Each statement shall include current and year-to-date period accounting of all
revenues, expenditures, outstanding obligations and beginning and ending balances. Quarterly
financial reports ;;hall be submitted to the City within 15 working days after the quarter has been
completed.
D. An explanation of any major changes in program services.
E. 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
performed under this Agreement. Organization's record system shall contain sufficient
documentation to provide in detail _fuh support and justification for each expenditure. Organization
agrees to retain al I books, records, documents, reports, and written accounting procedures pertaining
to the services provided and expenditure of funds under this Agreement for five years.
G. Nothing in the above subsections shall be construed to relieve Organization of
responsibility for retaining accurate and current records that clearly reflect thelevel and benefit of
services provided under this Agreement.
VL 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. 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.
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Minutes of all meetings of Organization's governing body shall be available to City within ten
(10) working day, of approval.
VII. SUSPENSION OR TERMINATION
A. The Ci1:y may terminate this Agreement for cause if the 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.
B. The City may terminate this Agreement for convenience at any time. Ifthe City terminates
this Agreement for convenience, Organization will be paid an amount not to exceed the total amount
of accrued expenditures as of the effective date of termination. In no event will this compensation
exceed an amount: that bears the same ratio to the total compensation as the services actually
performed bears u> the total services of Organization covered by the Agreement, less payments
previously made.
In case of suspension, City shall advise Organization, in writing, as to conditions precedent to
the resumption o1" funding and specify a reasonable date for compliance.
In case of termination, Organization will remit to City any unexpended City funds. Acceptance
oi'these funds shall not constitute a waiver of any claim City may otherwise have arising out of this
Agreement.
Vlll. 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 F~:deral 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.
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IX. WARRANTIES
ORGANIZATION represents and warrants that:
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 relx>rt, 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. Notte 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 Org,utization to City.
Each ol'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. Organization cannot significantly change the nature, intent, or scope of the program
funded under this Agreement without the prior written approval of the City.
C. It i s 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 amendtent
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hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation.
D. Organization agrees to notify City of any proposed change in physical location for
work performed under this Agreement at least thirty (30) calendar days in advance of thechange.
F... Organization shall notify City of any changes in personnel or governing board
composition.
F. It i s expressly understood that the transfer of funds between or among programs of the
Organization will not be permitted.
XI. INDEMNIFICATION
A, It is expressly understood and agreed by both parties hereto that City is
contracting with Organization as an independent contractor and that as such, Organization
shall save and hold City, its officers, agents and employees harmless from all liability of any
nature or kind, including costs and expenses for, or on account of, any claims, audit
exceptions, demands, suits or damages of any character whatsoever resulting in whole or in
part from the paerformance or omission of any employee, agent or representative of
Organization.
B. Organization agrees to provide the defense for, and to indemnify and hold
harmless City its agents, employees, or contractors from any and all claims, suits, causes of
action, demands, damages, losses, attorney fees, expenses, and liability arising out ofthe use of
these contracted funds and program administration and implementation except to the extent
caused by the willful actor omission of City, its agents or employees.
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 In be performed under this Agreement. Organization further covenants that in the
performance of th i s 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 funr.tion 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.
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XIii. NEPOTISM
Organization shall not employ in any paid capacity any person who is a member of the
immediate family of any person who is cun•ently employed by Organization, or is a member of
Organization's governing board. The term "member of immediate family" includes: wife, husband,
son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent,
step-child, half-brother and half-sister.
XIV. 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 LI sited States snail, postage prepaid, registered or certified, return receipt requested,
addressed to Org>mization or City, as the case may be, at the following addresses:
CITY
City of Denton, Texas
Attn: City Manager
215 E. Mcl:inney
Denton, T}. 76201
ORGANIZATION
South Ridge Recreation Club
Attention: Lori Wolfe, Sponsor Chair
1921 Holly Hill
Denton, TX 76205
Either part}~ may change its mailing address by sending notice ofchange of address to the other
at the above address by certified mail, return receipt requested.
XV. MISCELLANEOUS
A. Or};anization 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.
13. If a.ny provision ofthis 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 parries hereto.
C. [n 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 ofthis Agreement consti-
tute or be constrflcd 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 p•ovision.
7
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D. This Agreement, together with referenced exhibits and attachments, constitutes the
entire agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding, of other commitment occurring during the term of this Agreement, or subsequent
thereto, have an}r legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendment of this Agreement.
E. In the event any disagreement or dispute should arise between the parties hereto
pertaining to the interpretation or meaning of any part of this Agreement or its governing rules,
codes, laws, ordinances, or regulations, City as the party ultimately responsible for matters of
compliance, will have the final authority to render or to secure an interpretation.
F. "Phis 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 WHF,REOF, the pa ies do hereby affix their signatures and enter into this
Agreement as of the J~//S day of C , 2007.
CITY OF DENTON, TEXAS
BY•
GEORG C. CAMPB LL
CITY MANAGER
A"fTEST:
.IF..NN[FER WAITERS, CITY SECRETARY
BY:
APPROV~F~ AS
EDW1N M. SN4
BY:
LEGAL FORM:
~ CITY ATTORNEY
8
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SOUTH RIDGE RECREATION CLUB
`- 0
BY:
Lori Wolfe
Sponsor Chair
A"I'TEST:
BY:
ORGANIZATION SECRE'CARY