2010-085s:lour ~ocumenislotdinaj~ces110~s~rv Mgr ord- historical pk fi~d.doc
~RDINANE N~ ~ ~ ~
~~DINANE ~F THE ITS' ~F DENTIN AUTH~RI~INCr AN AGREE~rIENT BETWEEN
THE CITY OF DE~IT~N, TEA AND THE HITOR~AL PARK F~UNDAT~~N FAR THE
PLI~P~E DF AITIN KITH THE ~NTRLTTI~N ~F THE FD~]NDATI~N OF THE
EL~NIE ENTER; PR~~IDIN F~~ THE ExPENDITURE ~F FUNDS; AND P~~'~IDIN~
F~~ AN EFFET~~E DATE.
~IHEREA~, the its council of the pity of Den#on hereby finds that the Program and the
Agreement between the ~it~ and the Historical Pa~~l~ Foundation attached hereto and made ~ pa1~t
hereof by t~eference the "Ai;eement"} set#~e ~ municipal and public purpose aid is in the public
interest; ~I~, THEREF~l~E,
THE ~UN~IL IMF THE ITS OF DENTIN HEREBY DRDAIN
SECTION 1. The f ndings set ~fet~h in the pregnable of this Ordinance a~ie incorporated b~
reference into the body of this Ordinance a if ~u~ly yet fot~th herein
ETIDN The City Manager, ar his designee, is hereb~r authari~ed to execute the
Agreement and to care out the duties and responsibilities of the Oity under the Public er~rice
Agreement, including the expenditure of funds as pro~rided in the Public Agreement
SECTION This Ordinance shad become effective ~mmediatel~r upon its passage and
appl;avai,
PAED AND APPRO~EI~ this the ~ day , ~a i o~
11~AI ~ ~ ~ol~
ATTEST;
JENNIFER SALTERS, OITY SECRETARY
B~Y; .
APPROVED AS TO LEGAL FORIVI:
ANITA BI~ROrE~S, CITY ATTORNEY
{
1
BYE
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~~~~I~
B~TEEI~ THE ITS' 0~' ~ENT~N, TExA AID THE
H~T~RYAE ~AR~ E~~JI~DATI~N
This Agreement is herebg entered into b~ and beteenthe City ofDenton, Teas, a Homy Rule
Municipal Corporation, hereinafter referred to as "City",and the Historrca~ Park Foundation, a Texas
Nan~Profit Carporat~on, hereinafter referred to s "Foundation";
HEIR, City has determined that the praposa~ for services merits assistance and can
provide needed services to citizens of pity and has pro~rided funds in its budget for the purpose of
pa~tn~ far contractual ser~rices; and
HEREA, this Agreement seines a ~ralld munlcrpal and public put~pase and is in the publlc
1nte1'est;
NOS, TI~EREFORE, the parties hereto mutually agree as fallQs:
I. SCOPE ER~ICE~
Foundation shall in a satisfactory and proper manner perform the follaing tasks, f ar v~h~ch
the monies provided b~ City may be used:
The funds being provided shall be used by the Foundation to assist with the construction of
the elcon~e Center,
II. OBLI~ATIO~ OF FOUNDATrON
In consideration of the receipt of funds from City, Foundation agrees to the falla~ing terms
and conditions:
One Thousand, fix Hundred Dollars and no1100 ~I,~OD.aO} shall be paid to
Fo~ndatian by Cl~ to be utilised for the purposes set fot-th in Article I,
B, Foundation gill rriaintain adequate records to establish that the City funds are used for
the pul~oss authorized by this Agreement.
Foundation ~vlll permit authorized offie~ls of Ct to reviev~ its books at any time,
D. Upon request, Foundation will provide to City its By Lames and and of its rules and
regulations that mad be relevant to this Agreement.
E. Foundation mill not enter into an~r contracts that would encumber City funds for a
period that ~vauld extend beyond the term ofthis Agi~eement~
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F, Foundation will appoint a representative mho mill be available to meet with City
officials when requested.
G. Fot~ndatian v~ill submit to pity copies ofyear-end audited financial statements.
III, TIMF ~F PERF~RAI~E
The services funded by City shall undet~taken and completed by Foundation within the
following tine frame;
The term of this A~•eement shall commence on the effective date and tetinato on
eptenaber a, X049, unless the contract is sooner te~'mir~ated under section ~TII "suspension or
Termination".
I~. PAYMENTS
A. PA~~ViEI~TS ~c~ FOUNDATION, City shall pay to Foundation the sum specified in Article
II after the effective date of this Agreerrient.
B. ~~CES PA~~~`. Foundation shall refund to pity within ten X10}working days of
pity's request, any sum afmoney which has been paid by pity and which pity at any time therea~er
eterm~nes:
1 } has resulted in averpa~ment to Foundation; or
has not been spent strictly in acco1'dance v~ith the terms ofthis Agreement; or
3} is net supported by adequate dacumentatlon to fullylustify the expenditure.
V. E~ALUATI~~
Foundation agrees to participate 1n an ~rnplerrrentation and maintenance system whereby the
services can be continuously nlani$alied. Foundation agrees to make available its financial records
for review lty at 1ty'S dlsci'etlan. In addition, Foundation agrees to provide 1ty the follov~~ng
data and reports, or copies thereof;
A, All external or internal audits, Foundation shall submit a copy of the annual
independent audit to it~r within ten 4} days of receipt.
B, All external or internal evaluation repal`ts,
An explanation of any major changes in pt'og~~am services, i,,
. D, Ta comply with this section, Foundation agrees to rna~ntaan records that mill provide
accurate, cun'ent, separate, and complete disclosure of the status of funds received anal the sel~ices
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performed under this Agreement, Foundation's record system shall contain su~cient documentation
to provide in detail full support and justification for each expenditure, Foundation agrees to retain all
books, records, documents, repoi`ts, and written accounting pt'acedures pertaining to the services
pra~ided and expenditure of funds under this Agreement far five years.
Nothing in the above subsections shall be construed to relieve Foundation of
responsibility for retaining accurate and cux~"ent records that elearl~ reflect the le~rei ar~d benefit of
services provided under this Agreement.
~I, DIRET~R' ~IBBTIN
During the terrrx of this Agreement, Faut~dat~on shall deliver to City copies of all notices of
meetings of its Board afDirectars, setting Earth the time and place thereofwhet'ein this prograrn is a
part afthe subject rnatter afthe meeting. such notice shall be delivered to City in a tirrrely manner to
give adequate notice, and shall include an agenda and a brief description of the matters to be
discussed. Foundation understands acrd agrees that City's representatives shall be afforded access to
all meetings of its Board of Directors.
1~Iinutes ofail meetings ofFoundation's gover~ring body shall be available to City within ten
{ 10} working days of approval.
III. TEIINATIDN
The City rriay terminate this Agreement fat' cause 1f Faundat~on violates any covenants,
agreements, or guarantees ofthis Agreement, the Foundation's insolvency ar filitrg of bankruptcy,
dissolution, or receivership, or the Foundation's violation of any law or regulation to which rt is
bound under the terms of this Agt"eerr~ent. The City may terminate this Agreerrrent far' other t'easans
not specifically enumerated in this paragraph,
VIII, E UAL ~PFQRTUNITY AND ~IPLIANCE wITH LAw
A, Foundation shall carriply with all applicable equal ernplayment opportunity and
affll'I~atlve action laws or regulations,
B. Foundation will furnish all inforinatton and reports requested by City, and will permit
access to its hooks, records, and accounts far pui~oses ofinvestigation to ascertain compliance with
local, state and Federal rules and regulations.
C, In the event of Foundation's noncompliance with the non-discrimination
requirements, the Agreement may be canceled, ter`ininated, or suspended in whale or in part, acrd
Foundation may be barred from further' contracts with City,
i
Foundation represents and warrants that:
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A. All information, ~'eports and data heretofore or hereafter requested by pity and
furnished to pity, are complete and accurate as ofthe date shown on the information, data, or report,
and, since that date, have not ►~ndergone any significant change without written notice to pity.
B. Any suppol`ting fiI]ar1C1a1 staterrients he1'etofore requested by pity and fut~ished to
pity, ai'e complete, accurate and fairly reflect the financial conditions of Foundation on the date
shown on said report, and the results ofthe operation far the period covered by the report, and that
since said data, there has been no material change, ad~e~'se or otherwise, in the financial condition of
Foundation.
No litigation or legal proceedings are presently pending or threatened against
Foundation.
D, None of the provisions herein contravenes or is in conflict with the autho~'ity under
which Foundation is doing business ar with the pro~ls~ons ofany existjn indenture oi' agreement of
Foundation.
E, Foundation 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 Agi'ee~nent.
F. None of the assets of Foundation are subject to any Lien or encumbrance of any
character, except far current taxes not delinquent, except as shown 111 the financial statements
furnished b~ Foundation to pity.
Mach of these representations and wai~'anties shall be continuing and shall be deemed to have
been repeated by the submission of each request for payment,
. l*IANE AND AMENI~N~~NT~
A, Any alterations, additions, or deletions to the terms of this Agreement shall be by
written arnendinent executed by both parties, except when the terms of this Agreement expressly
provide that another method shah be used,
B. ft is understood and agreed by the pai~.ies hereto that changes in the state, Federal 01'
local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such
modifications are to be automatically ~ncvrporated into this Agreement without written amendment
hereto} and shall become a part of the Agreement on the effective date speclf led bar the law or
regulation.
Foundation shall notify pity of any changes in personnel or governing board
composition.
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I, II~I~~iVINIFICATICN
To the extent authorized by law, the Foundation ag~'ees to indemnify, hall harmless, and defend
the CITY, its officers, agents, and emplayees from and against any and all claims or suits far injuries,
damage, loss, or llab~l~ty of whatever l~lnd or character, arising out of or ~n connectlan with the
performance by the Foundation or those services contemplated by this Agreement, including all such
claims or causes of actlan based upon eamrnon, constitutlor~al or statutory law, al' based, in v~hole or in
part, upon allegations of negligent ar intentional acts of Foundation, !ts officers, employees, agents,
subcontractors, licensees and invitees
III, C~~FLICT ~F INTEREST
A. Foundation covenants that neither ~t nor any member of its governing body presently
has and interest, direct or redirect, which would conflict in any manner or degree with the
performance of se~~ices required to be performed under this Agreement. Foundation further
covenants that in the perfor~uance of this Agreement, r~o person having such interest shall be
en~p~o~ed or appointed as a member of its governing body.
Foundation further covenants that no member of its governing body or its staff,
subcontractors ar employees shall possess any interest in ar use his~her position for a put~pose that is
or gives the appearance afbein motivated by desire for private gain for himselflherself, or others;
particularly those with which helshe has family, business, or other ties,
Na officer, member, or employee of City and na member of its avel'ning body who
exercises any function ar respansibllltles in the review or approval ofthe undertaking ur carrying out
of this Agreement shall pat~ticipate in any decision relating to the Agreement which affects his
pei{sonal interest or the interest in any corporation, partnership, ar association in which he has direct
al' indirect interest
VIII, NOTICE
Any notice or other written instrument required or permitted to be delivered under the terms
of this Agreement sha11 be deemed to have been delivered, whether actually received ar not, when
deposited In the United states mall, postage prepaid, registered ar cexti~ied, return receipt requested,
al' via hand-delivery or facsimile, addressed to Foundation or City, as the case may be, at the
following addresses:
CYTY~ F~UNDATYN~
City of Denton, Texas I~ay Copeland, President
Attn; City iVlanager I 1 ~ west Hickory street
~ ~ J I~ICI~j nney Denton, T ~ ~
Denton, T~ ~~o.~~~~~~Jo
Fax No. ~4~.349.8~1 Fax ~o~ 940.~4~.~8~1
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dither party nay change ifs nailing address by sending naticc of change of address to the
other at the aho~e address by certified mail, return receipt ~'equested~
~I~. ~VIICELLAI~E~U
A, Foundation shall not transfer, pledge or otherwise assign this Agreement ar any
interest therein, or any clairri arising thereunder to any party or panics, hank, ti~st company or other
financial institution without the prior writtcn approval of Crty,
B, Ifany pi'o~rision ofthis Agreement is held to 1~e ln~aiid, illegal, or uncnforceable, the
remaining pi'a~isions shall remain ~n full force and effect and continue to conform to the original
intcnt of both ponies hercto,
In no event shall any payment to Foundation hereunder, or any other act or failure of
City to insist in any one or more instances upon the teens and conditions ofthis Agreement consti-
tute ar 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 Foundation. Neither' shall such payment, act, or omission
in any manner impair or prejudice any right, power, privilege, ar remedy mailable to City to enforce
its rights hereunder, which rights, powers, privileges, or remedies arc always specifically preser~ed~
No rcpresentati~c or agent of City rriay waive the effect of this provision.
D, This Agreement, together with referenced exhibits and attachments, constitUtcs the
entire agreement between the ponies hereto, and any prior agreement, assertion, statement,
understanding, or other comrriltn~ent occurring during the term ofthis Agreement or subsequent
thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if
appropriate, recorded as an amendrrlcnt ofthis Agreement.
E. This Agreement shall be intei~i'eted in accordance with the laws ofthe state vfTexas
and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction
sitting iri Denton County, Texas.
rN wrTNE wH REEF, the panics d~ erehy affix their signatures and enter into this
A reernent as of the da of , 1 g y
CITY DENT
~E~R C. iV1PBELL, CITY MANAGER
ATTEST:
JENNIFER WALTER, CITY ERETA~Y
BY:
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APPRO~TEI~ A TO LEOAII FORM;
AI~ITA BURGESS, 7TH ATTORN~~
r
BY; ~
HISTORICAL PARK FO~]NDATION
BY.
KAY SOP LADS P IDP~~T
ATTEST:
BY;
SPRP~TAR'Y
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