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1995 Contracts
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1995 CONTRACTS
I. Aids Services for Denton, County, Inc,
2. Architectural Collective, Inc.
3. Scott Brown Properties - Lease for 100 W. Oak, Suites 206, 208,210
4. CMI - Breath Alcohol Technician Training
5. Community Food Center
6. Covey Leadership Center
7. DBR Construction Co.
8. Denton Christian Pre-School
9. Denton County Mental Health and Mental Retardation Center
10. Denton Texas Special Olympics
11. Denton Independent School District
12. Denton Independent School District •reens Taking Responsibility for Parenting
Success Program
13. Dynamic Health & Performance, Inc.
14. Joe Erwin
15. FRIrbliven, Incorporated
16. C. David Ham
17. Interfailh Ministries of Denton, Inc.
13. R. S. Lim & Son, Inc. - Civic Center Pool Concession
19. R. S. Lim & Son, Inc, - North Lakes Park Softball Complex Concession
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20, Missouri Pacific Railroad Company - Wire Crossing Agreement -Mile Post ;
724.09 Choctaw Subdivision
21. Mycoff & Associoes
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22. S,D. Meyers
23. Ralph E. Newlan
4 24. Retired and Senior Program (RSVP)
25. Texas council of Camp Fire, Inc.
26. Ernest and Lewis Trietsch - Agricultural Lease Agreement at Denton Municipal
Airport
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1995 - 1996
AOREBMENT BETWEEN THE CITY OF DENTON
AND AIDS SERVICES FOR DEMTON COUNTY, INCORPORATED
This Agreement is made and entered into by and between the
City of Denton, a Texas municipal corporation, acting by and
through its City Manager, pursuant to ordinance, hereinafter
referred to as CITY, and AIDS Services for Denton Ccunty,
Incorporated, P. O. Box 13427, Denton, Texas 76201, a Texas non-
profit corporation, hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act of 1974, as amended; and
WHEREAS, CITY has adopted a budget for such funds and included
therein an authorized budget for expenditure of funds for the AIDS
Denton Nutrition Program; and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this Agree-
ment and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to car y out such }r
projects
NOW, THEREFORE, the parties hereto agree, and by the execu-
tion hereof are bound to the mutual obligations and to the perfor-
mance and accomplishment of the conditions hereinafter described.
I.
TERM
This Agreement shall commence on or as of October 1, 1995, and
shall terminate on September 30, 1996.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
CITY will consider CONTRACTOR'S executive officer to be CONTRAC-
TOR'a representative responsible for the management of all contrac-
tual matters pertaining hereto, unless written notification to the •
contrary is received from CONTRACTOR, and approved by CITY.
The CITY'S Community Development Administrator will be CITY's
representative responsible for the administration of this Agree-
ment.
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' TII. f
CIT'Y' S OBLIGATION
A. Limit of Liability- CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
o£Notwithstanding
payments and other
budget provision included
of d he Agreement thei tot B.
obligations made or incurred by CITY hereunder shall not exceed the
sum of $7,500,
B. Measure of Liability. In consideration of full and
to and CONTRACTOR activities b sed hereunder
the CBudg tIattach d
shall satisfactory make payments services
hereto and incorporated herein for all purposes as Fxhibit B, sub-
ject to the limitations and provisions set forth in this Section
and Section VII of this Agreement.
(1) The parties expressly understand and agree that
CITY's obligations under this Section are contingent upon the
actual receipt of adequate Community Development Block Grant
(CDBG) funds to meet. CITY'S liabilit hs under this Agreement,
if adequate funds are not available to make payments under
this Agreement, CITY shall notify CONTRACTOR in writing within
a reasonable time after such fact has been determined. CITY
may, at its option, either reduce the amount of its liability,
as specified in Subsection A of this Sectioa or terminate the
Agreement, If CDBG funds eligible for use for purposes of
this Agreement are reduced, CITY shall not be liable for fur-
ther payment,v due to CONTRACTOR under this Agreement.
(2) It is expressly understood that this Agreement in no
way obligates the General Fund or any other monies or credits
of the City of Denton.
(3) CITY shall not be liable for any cost or portion
thereof which:
j (a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other
source;
(b) was incurred prior to the beginning date,
or after the ending date specified in see-
tion If
(C) is not in strict accordance with the
terms of this Agreement, including all exhib-
its attached hereto!
(d) has not been billed to CITY within ninety
(90) calendar days following billing to CON-
TRACTOR, or termination of the Agreement,
whichever date is earlier] or s
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(e) is not an allowable cost as defined by
Section XI of this Agreement or the project
budget.
(4) CITY shall not be liable for any cost or portion
thereof which is incurred with respect to any activity of CON-
TRACTOR requiring prior written authorization from CITY, or
after CITY has requested that CONTRACTOR furnish data concern-
ing such action prior to proceeding further, unless and until
CITY advises CONTRACTOR to proceed,
(5) CITY shall not be obligated or liable under this
Agreement to any party other than CONTRACTOR for payment of
any monies or provision of arty goods or services.
IV.
COMPLIANCE WITH FZDXRAL, STATE and LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant
to this Agreement are funds which have been made available to CITY
by Che Federal Government (U.S. Department of Housing and Urban
Development) under the Housing and Community Development Act of `
1974, as amended, in accordance with an approved Grant Application
and specific assurances. Accordingly, CONTRACTOR assures and
certifies that it will comply with the requirements of the Housing
and Community Development Act of 1974 (P.L. 93-383) as amended and
with regulations promulgated Lhereunder, and codified at 24 CFR.
The foregoing is in no way meant to constitute a complete compila-
tion of all duties !^nnosed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further assures and certifies that if the regula-
tions and issuances promulgated pursuant to the Act are amended or
revised, it shall comply with them, or '.notify CITY, as provided in
Section XXIV of this Agreement.
~f CONTRACTOR agrees to abide by the conditic!,,s of and comply
i with the requirements of the Office of Management and Budget
! Circulars Nos. A-110 and A-122.
B. CONTRACTOR shall comply with all applicable federal laws,
laws of the State of Texas and ordinances of the City of Denton.
V.
RSPRZSLNTATIONS
. !
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, reealution or action passed or taken, to enter into this
Agreement.
P. The person or persons signing and executing this Agree-
ment on behalf of CONTRACTOR, do hereby warrant and quarantee that
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he, she, or they have been fully authorized by CONTRACTOR to
execute this Agreement on behalf of CONTRACTOR and to validly and
legally bind CONTRACTOR to all terms, performances and provisions
herein set forth.
C. CITY shall have the right, at its option, to either
temporarily suspend or permanently terminate this Agreement if
there is a dispute as to the legal authority of either CONTRACTOR
or the person signing the Agreement to enter into this Agreement.
CONTRACTOR is liable to CITY for any money it has received from
CITY for performance of the provisions of this Agreement if CITY
has suspended or terminated this Agreement for the reasons
enumerated in this section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Agreement will in no way be
substituted for funds and resources from other sources, nor in any
way serve to reduce the resources, rervices, or other benefits
which would have been available to, or provided through, CONTRACTOR
had this Agreement not been executed. '
V1.
PBRFORXANC8 BY CONTRACTOR
CONTRACTOR will provide, oversee, administer, and carry out
all of the activities and services set out in the WORK STATEMENT,
attached hereto and incorporated herein for all purposes as
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all. purposes and deemed by both
parties to be necessary and sufficient payment for full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Agreement.
No modifications or alterations may be made in the Work State-
ment without the prior written approval of the City's Community
Development Administrator.
VII.
PAYXIXTS TO CONTRACTOR I
A. Payments to Contractor. The CITY shall pay to the CON-
TRACTOR a maximum amount of money totaling $7,500 for services
rendered under this Agreement. CITY will pay these funds on a
reimbursement basis to the CONTRACTOR within twenty days after CITY
• has received supporting documentation. CONTRACTOR's failure to
request reimbursement on a timely basis may jeopardize present or
future funding.
B. Excess Payment. CONTRACTOR 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,
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(1) has resulted in overpayment to CONTRACTOPI 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.
C. Disallowed Costs. Upon termination of the Agreement,
should eiy expense or charge for which payment has been made be
subsequently disallowed or disapproved as a result of any auditing
or monitoring by CITY, the Department of Housing and Urban Develop-
ment, or any other Federal agency, CONTRACTOR will refund such
amount to CITY within ten (10) working days of a written notice to
CONTRACTOR, which specifies the amount disallowed.
Disallowed salaries or wages must be returned to CITY in the
following format;
(1) A cashier's check for the net aggregate amount
payable to the City of Denton; r
(2) A listing showing the Social Security number, full
name, last known complete address and the amount owed to each
person involved.
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Refunds of disallowed costs may not be made from these or any
other funds received from or through CITY.
D. Deobligatiou of Funds. In the event that actual expendi-
ture rates deviate from CONTRACTOR's provision of a corresponding
level of performance, as specified in Exhibit A, CITY hereby
reserves the right to reappropriate or recapture any such under-
expended funds.
8. Contract Close Out. CONTRACTOR shall submit the Agree-
ment close out package to CITY, together with a final expenditure
report, for the time period covered by the last invoice requesting
• reimbursement of funds under t.is Agreement, within fifteen (15)
r' working days fallowing the close of the Agreement period. CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR.
i' VIII.
WARRANTIES
• CONTRACTOR represents and warrants thati
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, arid,
sinre that date, have not undergone any significant change without
written notice to CITY.
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B. Any supporting financial statements heretofore requested
by CITY and furnished to CITY, are complete, accurate and fairly
reflect the financial condition of CONTRACTOR on the date shown on
said report, and the results of the operation for the period
covered by the report, and that since said date, there has been no
material change, adverse or otherwise, in the financial condition
of CONTRACTOR.
C. No litigation or legal proceedings are presently pending
or threatened against CONTRACTOR.
D. None of the provisions herein contravenes or is in con-
flict with the authority under which CONTRACTOR is doing business
or with the provisions of any existing indenture or agreement of
CONTRACTOR.
E. CONTRACTOR 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 CONTRACTOR is subject to any lien
or encumbrance of any character, except for current taxes not
delinquent, except as shown in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
A. During the period of time that payment may be made here-
under and so long as any payments remain unliquidated, CONTRACTOR
' shall not, without the prior written consent of the Community „
Development Administrator or her authorized representative:
• (1) Mortgage, pledge, or otherwise encumber or suffer to
be encumbered, any of the assets of CONTRACTOR now owned or
hereafter acquired by it, or permit any pre-existing mortgag-
es, liens, or other encumbrances to remain on, or attached to,
any assets of CONTRACTOR which are allocated to the perfor-
mance of this Agreement and with respect to which CITY has
ownership hereunder.
(2) Sell, assign, pledge, transfer or otherwise dispose
of accounts receivables, notes or claims for money due or to become
due.
(3) Sell, convey, or lease all or subRtantial part of
its assets.
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(4) Make any advance or loan to, or incur any liability
for any other firm, person, entity or corporation as guaran-
tor, surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any e,,uipment or item
of personal property purchased with funds paid to CONTRACTOR
by CITY, unless CITY authorizes such transfer.
B. Should CONTRACTOR use funds received under this Agreement
to acquire or improve real property under CONTRACTOR's control,
CONTRACTOR agrees and covenants;
(1) That the property shall be used to meet one of the
national objectives stated in 524 CFR 570 until August 31,
2006.
(2) That should CONTRACTOR transfer or otherwise dispose
of said property on or before August 31, 2006, CONTRACTOR
shall reimburse CITY in the amount of the fair market value of
the property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or improve-
ment to, the property.
C. CONTRACTOR agrees, upon written request by CITY, to
require its employees to attend training sessions sponsored by the
Community Development Office.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the per: rmance of and in compliance with
this Agreement. and in conformance w'th the standards and provisions
of Exhibits A and B.
8. Approval of CONTRACTOR's budget, Exhibit. S, does not
constitute prior written approval, even though certain items may
appear herein. CITY's prior written authorization is required in
• order for the following to be considered allowable costs:
(1) Encumbrance or expenditure :Suring any one month
i period which exceeds one-fifth (1/5) of the total budget as
specified in Exhibit S.
(2) CITY shall not be obligated to any third partiep,
• including any subcontractors of CONTRACTOR, and CITY funds r
shall not be used to pay for any contract service extending
beyond the expiration of this Agreement,
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(3) Out of town travel,
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are
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conducted.
(5) Any alterations, deletions or additions to the
Personnel Schedule incorporated in. Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or p,,nents for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are CONTRACTOR's responei-
bility and shall be made within sufficient time to permit a
thorough review by CITY. CONTRACTOR must obtain written approval
by CITY prior to the commencement of procedures to solicit or pur-
chase services, equipment, or real. or personal property. Any
procurement or purchase which may be approved ender the terms of
this Agreement must be conducted in its entirety in accordance with
the provisions cf this Agreement.
X1.
PROGRAM INCOME
F
A. For purposes of this Agreement, program income means
earnings of CONTRACTOR realized from activities resulting from this
Agreement or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited to,
income from interest, usage or rental or lease fees, income pro-
duced from contract-supported services of individuals or employees
or from the use or sale of equipment or facilities of CONTRACTOR
provided as a result of this Agreement, and payments from clients
or third parties for services rendered by CONTRACTOR under this
Agreement.
B. CONTRACTOR shall maintain records of the receipt and
disposition of program income in the same manner as required for
other contract funds, and reported to CITY in the format prescribed
by CITY. CITY and CONTRACTOR agree, based upon advice received
from representatives of the U.S. Department of Housing and Urban
• Development (HUD), that any fees collected for servi~jes performed
by CONTRACTOR shall be spent only for service provision. These
fees or other program income will be deducted from the regular
reimbursement request.
C. CONTRACTOR shall include this Section in its entirety in
all of its sub-contracts which involve other income-producing
• services or activities. •
D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
indirectly from this Agreement, or the performance thereof,coneti-
tutes program income. CONTRACTOR is responsible to CITY for the
repayment of any and all amounts determined by CITY to be program
income, unless otherwise approved in writing by CITY.
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MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Agreement, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail. full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Agreement or any
applicabl-, law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
under this Agreement for the period of time and under the condi-
tions specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate are,
current records which clearly reflect the level and benefit o.C
services provided under this Agreement. j
D. At any reasonable time arid as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, HUD, or any
of their authorized representatives, all of its records and shall
permit CITY, HUD, or any of their authorized representatives to
audit, examine, make excerpts and copies of such records, and to
conduct audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions or employment and all other data
requested by said representatives.
MI.
f REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRAC-
TOR shall furnish such statements, records, data and information as
CITY may request and deem pe::tinent to matters covered by this
r Agreement.
CONTRACTOR shall submit ;uarterly beneficiary and financial
reports to CITY no less than once each three months. The
beneficiary report shall provide detailed client information,
• including race, income, female head of household and other •
statistics required by CITY. The financial report shall include
information and data relative to all programmatic and financial
reporting as of the beginning date specified in Section I of this
Agreement.
Unless a written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
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within ten (10) days after receipt of such,
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site ~.onitoring of CONTRACTOR's
performance under this Agreement.
B. CON'fRACT'.iR agrees that CITY may carry out monitoring and
evaluation activitio to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, which are attached
hereto as Ex:.ibit A, as well as other provisions of this Agreement.
C. CONTRACTOR agrees to coopr:-ate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsi-
bilities.
CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR.
XV.
DIRECTORS' MEETINGS
During the term of this Agreement, CONTRACTOR shall cause to
be delivered 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 descrip-
tion of the matters to be discussed. CONTRACTOR understands and I
agrees that CITY representatives shall be afforded access to all of
the Board of Directors' meetings.
Minutes of all meetings of CONTRACTOR's governing body shall
be available to CITY within ten (10) working days of approval.
XVI. r
INSURANCE
A. CONTRACTOR shall observe sound business pra•:~tices with
respect to -viding such bonding and insurance as would provide
adequate cr•-iage for servicer, offered under this Agrp~:ement.
PAGE 10
B. The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
activities, shall be covered by premise liability insurance, com-
monly referred to as "Owner/Tenant" coverage with CITY named as an
additional insured. Upon request of CONTRACTOR, CITY may, at its
sole discretion, approve alternate insurance coverage arrangements.
C. CONTRACTOR will comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. CONTRACTOR will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
CONTRACTOR. All employees of CONTRACTOR who are required to d-:ive
a vehicle in the normal scope and course of their employment must
possess a valid Texas driver's license and automobile liab-i.lity
insurance. Evidence of the employee's current possession of a
valid license and insurance must be maintained on a current basis
in CONTRACTOR's files.
E. Actual losses not covered by insurance as required by
this Section are not allowable costs under this Agreement, and
remain the sole responsibility of CONTRACTOR.
XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CIT a approval, a written
plan for compliance with the Equal Emp_..yment and Affirmative
Action Federal provisions, within thirty (30) days of the effective
date of this Agreement.
B. CONTRACTOR shall, comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports re-
quested by the 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 re-,:'ulations.
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D. in the event of CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
t Agreement in whole or in part, and CONTRACTOR may be barred from
F further contracts with CITY.
XV111.
r PSRSOMXL POLICAS •
Personnel policies shall be established by CONTRACTOR and
shall be available for examination. Such personnel policies shall:
A. Be no more liberal than CITY's personnel policies, pro-
cedures, and practices, including policies with respect to employ-
ment, salary and wage rates, working hours and holidays, fringe
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benefits, vacation and sick leave privileges, and travel; and
B. Be in writing and shall be approved by the governing body
of CONTRACTOR and by representativ3s of the CITY.
XIX.
uONFLICT OF INTEREST
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A. CONTRACTOR 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. CON-
TRACTOR further covenants that in the performance of this Agree-
ment, no person having such interest shall be employed or appointed
as a member of its governing body.
B. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is I
or gives the appearance of being motivated by desire for pr?vate
gain for himself, or others, particularly those with which he 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 (1) participate in any decision relating to j
the Agreement which affects his personal interest or the interest
in any corporation, partnership, or association in which he has
direct or indirect interest; or (2) have any interest, direct or
indirect, in this Agreement or the proceeds thereof.
XX.
NEPOTISM
CONTRACTOR shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is
currently employed by CONTRACTOR, or in a member of CONTRACTOR's „
governing board. The term "member of immediate family" includese
wife, husband, son, daughter, mother, father, brother, sister,
in-.yaws, aunt, uncle, nephew, niece, step-parent, step-child,
F half-brother and half-sister.
XXI.
POLITICAL OR SECTARIAN ACTIVI9'Y
A. None of the performance rendered hereunder shall involve,
• and no portion of the funds received by CONTRACTOR hereunder shall
be used, either directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content of
legislation.
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8. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be ut:ed for or applied directly or indirectly to the construction,
operation, maintenance or administration, or be utilized so as to
benefit !.n any manner any sectarian or religious facility or
activity.
XXII.
PUBLICITY
A. Where such action is appropriate, CONTRACTOR shall
publicize the activities conducted by CONTRACTOR under this
Agreement. In any news release, sign, brochure, or other
advertising medium, disseminating information prepared or
distributed by or for CONTRAC'T'OR, mention shall be maze of the U:B.
Department of Housing and Urban Development's Community Development
Block Grant Program funding through the City of Denton having made
the project possible.
I
P. All published material and written reports submitted
under this project must be originally developed material unlesu
otherwise specifically provided in this Agreement, When material
not originally developed is included in a report, the report shall
identify the source in the body of the report or by footnote. This
provision is applicable when the material is in a verbatim or
extensive paraphrase format.
All published material submitted under this project shall
include the following reference on the front cover or title page:
This document is prepared in accordance with the
City of Denton's Community Development Block Grant Pro-
gram, with funding received from the United States
Department of Housing and Urban Development.
C. All reports, documents, studies, charts, schedules, or
other appended documentation to any proposal, content of basic
proposal, or contracts and any responses, inquiries, correspondence
and related material submitted by CONTRACTOR shall become the
property of. CITY upon receipt.
•
XXIII,
FUNDING APPLICATIONS
U
CONTRACTOR agrees to notify CITY each time CONTRACTOR is
preparing or submitting any application for funding in accordance
with the following procedures:
A. When the application la in the planning stages, CONTRAC-
'TOR shall submit to CITY a description of the funds being applied
for, and the proposed use of funds.
B. Upon award of or notice of award, whichever is sooner,
CONTRACTOR shall notify CITY of such award and the effect, if any,
of such funding on the funds and program(s) contracted hereunder.
s
PAGE 13
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Such notice shall be. submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by CONTRACTOR, together with copies of the budget, program
description, and Agreement.
C. CONTRACTOR shall not use funds provided hereunder, either ca-
directly or indirectly, as a contribution, or to prepare app
private ions to obtain any federal prioriwritten nconsentrofnCITYderal or
t
xxzv.
CiiANOBS An AHMDNENT8
amendment deletions by mboth
A. Any this Agreement shall alterations, by additions,
parties, except when the terms of this Agreement expressly provide
that another method shall be used.
B. CONTRACTOR may not make transfers between or among
approved line-items within budget categories set forth in Exhibit B
without prior written approval of CITY. CONTRACTOR shall request,
in writing, the budget revision in a form prescribed by CITY, and
such request for revision shall not increase the total monetary
obligation of CITY under this Agreement. in addition, budget
visions cannot significantly fchange Agreement. intent, or scope
of the program funded C. CONTRACTOR will submit revised budget and program in- II
formation, whenever the level of funding for CONTRACTOR or the
program(s) described herein is altered according to the total
levels contained in any portion of Exhibit B.
D. 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 modi-
fications 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.
• E. CITY may, from time to time during the term of the
Agreement, request changes in exhibit A which may include an
increase or decrease in the amount of CONTRACTOR's compensation.
sucpro changes ishall be tiincorporated in written amendment hereto,
F. Any alterations, deletions, or additions to the Contract
• Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY. •
G. CONTRACTOR agrees to notify CITY of any proposed change
the rhangeeement at
dayeperformed
advancetinder
2lendarwork
leaetysthirty ical loc.ation for,
PAGE 14
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H. CONTRACTOR shall notify CITY of any changes in personnel
or governing board composition.
Ia It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or among said programs will be permitted.
XXV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to CONTRACTOR, withhold further payments to
CONTRACTOR, Such notice may be given by mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
for cure.
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
it exc6^i thirty (30) calendar days. At the end of the suspension
period, if CITY determines the default or deficiency has been
satisfied, CONTRACTOR maybe restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated. k
XXVI.
TERMINATION
A. CITY may terminate this Agreement with cause for any of
the following reasons:
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXV,
J
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Agreement.
0
(3) Termination or reduction of funding by the United -
States Department of Housing and Urban Development.
a
(4) Finding by CITY that CONTRACTOR;
(a) is in such unsatisfactory financial condition
1 as to endanger performance under this Agreement; •
(b) has allocated inventory to this Agreement
substantially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs
of performance of this Agreement in the ordinary course
of business,
e
PAGE 15
1
1
~II
11
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR.
(6) CONTRACTOR's inability to conform to changes
required by Federal, State and local laws or regulations as
provided in Section IV, and Section XXIV (D), of this Agree-
ment.
(7) The commission of an act of bankruptcy.
(a) CONTRACTOR's violation of any law or regulation to
which CONTRACTOR is bound or shall be bound under the terms of
the Agreement.
CITY shall promptly notify CONTRACTOR in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding oources specified in Exhibit B.
B. CITY may terminate this Agreement for convenience at any
time, if this Agreement is terminated by CITY for convenience,
CONTRACTOR will be paid an amount not to exceed the total of
accrued expenditures as of the effective date of termination. In
no event will this compensation exceed an amount which bears the
same ratio to the total compensation as the services actually
performed bears to the total services of CONTRACTOR covered by the
Agreement, less payments previously made.
C. CONTRACTOR may terminate this Agreement in whole or in
part by written notice to CITY, if a termination of outside funding
occurs upon which CONTRACTOR depends for performance hereunder.
CONTRACTOR may opt, within the limitations of this Agreement, to
seek an alternative funding source, with the approval of CITY,
provided the termination by the outside funding source was not
occasioned by a breach of contract as defined herein or as defined
in a contract between CONTRAC'T'OR and the funding source in
question.
•
CONTRACTOR may terminate this Agreement upon the dissolution
of CONTRACTOR's organization not occasioned by a breach of this
Agreement.
D. Upon receipt of notice to terminate, CONTRACTOR shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Agreement.
CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors •
for any expenses, encumbrances or obligations whatsoever incurred
after the termination date.
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, CONTRAC'T'OR shall not be relieved of
liability to CITY for damages sustained by CITY by virtue of any
breach of the Agreement by CONTRACTOR, and CITY may withhold any
PAGE 16
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reimbursement to CONTRACTOR until such time as the exact amount of
damages due to CITY from CONTRACTOR is agreed upon or otherwise
determined.
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is
made or brought by any person(s), firm, corporation or other entity
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action; the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that instituted
or threatened to institute any type of action or proceeding; the
basis of such claim, action or proceeding; and the name of any
person (a) against whom such claim is being made or threatened. Such
written notice shall be delivered either personally or by mail.
i
XXVIII.
INDEMNIFICATION
A. It is expressly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR a■ an independent
contractor and that as such, CONTRACTOR shall save and hold CITY,
its officers, agents and employees harmless from all liability of
any nature or kind, including costs and expanses 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 per-
formance or omission of any employee, agent or representative of
CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to
indemnify and hold harmless CITY its agents, employees, or con-
tractors from any and all claims, suits, causes of action, demands,
damages, losses, attorneys fees, expenses, and liability arising
out of the use of these contraoted funds and program administration
and implementation except to the extent caused by the willful act
or omission of CITY, its agents, employese, or contractors.
w
XXIX.
MIBCELLA OU9
I'
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Agreement or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other £inan-
• cial 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.
~ a
PAGE 17
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C. In no event shall any payment to CONTRACTOR 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 CONTRACTOR. Neither shall such payment, act, or omis-
sion 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, conotituten the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
ing or other commitment antecedent to this Agreement, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Agreement, or subse-
quent thereto, have any 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 hareto 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 ultimate-
ly responsible to HUD for matters of compliance, will have the
final authority to render or to secure an interpretation.
F. For purposes of this Agreement, all official communica-
tions and notices among the parties shall be deemed made if sent
postage paid to the parties and address set forth below:
TO CITY; TO CONTRACTOR:
City Manager Director
a: City of Denton AIDS Service for 7enton County
41i 215 E. McKinney St, P. O, Box 13427
• Denton, Texas 76201 Denton, Texas 76201
§ WITNESS OF ICH th s Agreement has been executed on this
~s the/ day of 1995.
t:
CITY OF DENTON
BY:
RICK. SVEHLA, ACTING CITY MANAGER
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ATTEST: h
JENNIFER WALTERS, CITY SECRETARY i .
BY: I
~ APP D AS LEGAL FORM:
;7. HERBERT PROUTY, CITY ATTORNEY
Y BY: 04 ng f way J~
AIDS SERVICES FOR DENTON COUNTY
BY:
ABIGA TILTON
DIREC R
ATTEST:
ARD S CRE ARY
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EXHIBIT "A"
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WORK STATEMENT
AIDS SERVICES OF DENfON COUNTY, INC.
Goal I: To provide stable nutrition/hygiene support for people living with
s 7411 '/AIDS and their impacted family members.
9
Objective L1: To provide 113 men, women and children impacted by
HIVAAIDS with Nutrition Center support.
Objective 1.2: To provide the Nutrition Center clients with 1350 units of
service (shopping trips).
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EXHIBIT "B"
BUDGET
AIDS SERVICES OF DENTON COUNTY, INC.
Nutrition/HYgiene items S7500
includes canned foods, milk, meat, hygiene items, Outdtion supplements for
client use
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STATE OF TEXAS
COUNTY OF DENTON
PROFESSIONAL SERVICES CONTRACT BETWEEN
TM CITY OF DENTON AND THE ARCHITXCTCRAL COLLXCTIVX, INC.
Thi A r ment made and entered into this the _1
day of , 1995 by and between the CITY OF DE N,
TEXAS, a h ne. rule city situated in Denton County, Texas, hereinaf-
ter called "CITE", acting herein by and through its City Manager,
and with The Architectural Collective, Inc., a Texas corporation,
hereinafter called "CONSULTANT", who hereby mutually agree as
follows:
I.
GOALS AND OBJECTIVES
t
CITY desires to contract with CONSULTANT for professional
services in connection with the renovation of the American Legion
Building located at Fred Moore Park, hereinafter referred to as
"the Project".
Ir.
CONSULTANT'S SERVICES
CONSULTANT shall render services in a professional manner
working as an independent contractor not under the direct supervi-
sion and control of the CITY. CONSULTANT shall render services
necessary for the development of the project as indicated below.
in the course of performing the duties enumerated below, CONSULTANT
agrees to assist CITY personnel as may be required:
CONSULTANT'S duties shall include the following,
1. To perform all of those services under the CONSULTANT's
letter proposal dated April 24, .1995, which proposal is
attached hereto and made a part hereof as Exhibit '°A" as
if written word for word herein.
• 2. Act as the CITY's agent with any contractors or construe'
tion managers in the execution of the project.
3. Provide any plans, drawings, specifications, or other
documentation as may be necessary to define and establish
the scope of work for the purpose of bidding and con-
struction, including, without limitation, the prepara-
tions of the bid and contract documents. 0
4. Assist the City in evaluating and making recommendations
on the lowest responsible bidder for the project.
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TERM
The services of CONSULTANT shall commence upon the execution
of this Agreement and upon the issuance of an order to proceed by
the City Manager or his designee, and shall continue until all
services have performed. This Agreement may be sooner terminated
in accordance with the provisions hereof. Time is of the essence
of this Agreement, and the CONSULTANT shall make all reasonable
efiorts to complete the services set forth herein as expeditiously
as possible and to meet the schedules established mutually by the 1
CITY through its staff and the CONSULTANT, j
Iv.
COMPENSATION AND METHOD OF PAYMENT
i
CITY agrees to pay CONSULTANT for the services performed herein as
follows; {
A. CONSULTANT shall charge the fees set forth in its letter
of April 24, 1995. Compensation will be paid the CON-
SULTANT as set forth in the letter proposal, Exhibit "A",
and in this Agreement.
B. Additional services performed by CONSULTANT outside the
scope of Exhibit "A" will be compensated as follows:
Amount of payment for services:
CONSULTANT will charge the CITY on the basis of
actual professional time spent. Payment for ser-
vices will be based upon the rate of Seventy-five
Dollars ($75.00) per hour for time expended by
principals and Sixty-five Dollars ($65.00) for time
expended by associates.
F'
C. All reimbursable charges for professional services by the
CONSULTANT, including all expenses, shall not exceed
$6,250, unless an increase in amount is approved by the
City Manager or his designee in accordance with his
authority as established by City Council. Consultant will
charge the City, in addition to the $8,250, for direct
cost for reimbursable items related to the project.
D. Dates of Payment:
The CITY will pay CONSULTANT within thirty (30) days of ~
receipt of each invoice from CONSULTANT which invoice,
statement, and ocher documentation, together with support
data indicate the progress of tho work and the services
performed on the basis of these monthly statements
i
PAGE 2 e
indicating specifically who performed the work, what type
of work was done and the details of all services render-
ed, along with z,ny and all reasonable and necessary out
of pocket expenses including documentation of these
expenses.
V.
SUPERVISION AND CONTROL BY CITY
It is mutually understood and agreed by ano'.)etween CITY and
CONSULTANT that CONSULTANT and their associates are independent f
consultants and shall not be deemed to be or considered employees
of CITY, for the purposes of income tax, withholding, social
security taxes, vacation or sick leave benefits, worker's compensa..
tion, or any other city employee benefit. CITY shall not have
supervision and control of CONSULTANT or any employee or subcon-
tractor of CONSULTANT. It is expressly understood that CONSULTANT
shall perform the services hereunder at the general direction of
the City Manager of CITY, or his designee.
VI.
SOURCE OF FUNDS
All payments to CONSULTANT under this Agreement are to be paid
by the CITY from funds appropriated by the City Council for such
purposes in the Budget of the City of Denton Community Development
Block Grant (CDBG) funds. City represents and agrees that adequate
funds have been allocated from CDBG funds to pay consultant for all
services performed under the terms of this Agreement.
V11.
PROFESSIONAL COMPETENCY
A. The CONSULTANT agrees that in the performance of these
professional services, CONSULTANT shall be responsible to the level
of competency and shall use the same degree of skill and care pre-
sently maintained by other practicing professionals performing the
same or similar types of work in Texas, for the purpose of this
Agreement, the key persons who will be performing most of the work
hereunder shall be Russell L. Bates. However, nothing herein shall
limit CONSULTANT from using other qualified and competent members
of their firm to perform the services required herein.
B. Plans, specifications, notice to bidders, drawings,
reports, and other documents prepared or obtained under the terms
0 of this Agreement are instruments of service and the CITY shall
retain ownership and a property interest therein. If this Agree-
ment is terminated at any time for any reason prior to payment to
the CONSULTANT for work under this Agreement, all documents
prepared or obtained under the terms of this Agreement shall upon
termination be delivered to and become the property of the CITY
PAGE 3
411
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upon request and without restriction on their use. Consultant
shall be paid for all work performed in accordance with Article XII
"Termination".
VITT.
ESTABLISM42NT AND NAINTENANCS OF RECORDS
Full and accurate records shall be maintained by the CONPUL-
TANT at its place of business with respect to all matters covered
by this Agreement. Such records shall be maintained for a period
of at least three years after receipt of final payment under this
Agreement.
IX.
AUDITS AND INSPECTION
At any time during normal business hours and upon reasonable
notice to the CONSULTANT, there shall be made available to the CITY
all of the CONSULTANT's records with respect to all matters covered
by this Agreement. The CONSULTANT shall permit the CITY to audit,
examine, and make excerpts or transcripts from such records, and to
make audit of contracts, invoices, material, and other data
relating to all matters covered by this Agreement.
X.
ACCONPLISMUM OF PROJECT
The CONSULTANT shall commence, carry on, and complete any and
all projects with all practicable dispatch; in a sound, economical,
and efficient manners and, in accordance with the provisions hereof
and all applicable laws, In accomplishing the projects, the CON-
SULTANT shall take such steps as are appropriate to insure that the
work involved is properly coordinated with related work being
carried on by the CITY.
XI. ,
INDEMNIFICATION
• CONSULTANT shall and does hereby agree to indemnify and hold
harmless the CITY OF DENTON, its officers and employees, agents and
servants against any and all damages, claims, losses or liability
of any kind whatsoever including without limitation, injury to
property, personal injury or death to persons whatsoever incurred
or caused either directly or proximately by any error, omission or
negligent act of CONSULTANT in the course and performance of tnis
• Agreement. The CONSULTANT agrees to pay all expenses, including •
but not limited to attorneys fees, and satisfy all judgements which
may be incurred or rendered against the CONSULTANT, on the basis of
CONSULTANT'S liability, or against the CITY or its employees,
agents, servants or officers, excluding any Contractor or Subcon-
tractor not under contract to the CITY, and at CONSULTANT'S cost
PAGE 4 •
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and expense, defend and protect the CITY against any and all such
claims and demands.
r.Ir. ~
TERMINATION OF AGREEMENT
A, in connection with the work outlined in this Agreement, f
it is agreed and fully understood by the CONSULTANT that the CITY
may cancel or indefinitely suspend further work hereunder or
terminate this Agreement. In the event that this contract is
terminated under Subsection XII (A) or (B), upon written notice to
CONSULTANT of such cancellation or termination, CONSULTANT shall
cease all work and labor being performed under this Agreement.
CONSULTANT shall be paid for all work performed in accordance with
the terms and conditions of this Agreement up to and including the
date of receipt of this notice. CONSULTANT may terminate this
Agreement by giving the CITY fourteen (14) days written notice that
CONSULTANT is no longer in a position to continue representing the
CITY. CONSULTANT shall invoice the CITY i:.r all work satisfactori-
ly completed and shall be compensated in accordance with the terms
of this Agreement.
B. This Agreement may be terminated in whole or in part, in
writing, by either party in the event of substantial failure by the
other party to fulfill its obligations under this Agreement through
no fault of the terminating party, Provided, however, that no such
termination may be affected, unless the other party is given (11
written notice (delivered by certified mail, return receipt
request) of Intent to terminate, and not less than thirty (30)
calendar days to cure the failure; and, (2) an opportunity for
consultation with the terminating party prior to termination.
C. Nothing contained herein or elsewhere in this Agreement
shall require the CITY to pay for any work which is not submitted
in compliance with the terms of this Agreement.
%III.
ALTERNATE DISPUTE RESOLUTION
The CONSULTANT agrees that if necessary, it will use its best E
efforts to resolve this matter through the use of mediation or
other forms of alternate dispute resolution set forth in Chapter
154 of the Texas Civil Practices and Remedies Code (V,A.T.C.S.);
provided, however, that nothing herein shall relieve CONSULTANT of
its responsibility to use its best efforts and to devote the amount
` of time necessary to performing the services hereunder.
S
5
PAGE 5 0
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XIV.
EN'T'IRE AGREEMENT
This Agreement represents the entire agreement and understand-
ing between the parties and negotiations, proposals, or oral agree-
ments are intended to be integrated herein and to be superseded by
this Agreement, Any supplement or amendment to this Agreement to
be effective shall be in writing and signed by the CITY and the
CONSULTANT,
XV.
COMPLIANCE WITH LAWS l
The CONSULTANT shall comply with all federal, state, local
laws, rules, regulations, and ordinances applicable to the work
covered hereunder as they may now read or hereinafter be amended.
XVI.
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT
shall not discriminate against any person on the basis of race,
color, religion, sex, national origin or ancestry, age, or physical
handicap.
XVII.
CHOICE OF LAW AND VENUE
For the purpose of determining place of agreement and law
governing same, this Agreement is entered into the City and County
of Denton, State of Texas, and shall be governed by the laws of the
State of Texas. Venue and jurisdiction of any suit or cause of
action arising under or in connection with this Agreement shall be
exclusively in a court of competent jurisdiction sitting in Denton
County,
XVIII.
MODIFICATION OF AGREEMENT
•
No waiver or modification of this Agreement or of any
covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged
therewith and no evidence of any waiver or modification shall be
offered or received in evidence in any proceeding arising between
the parties hereto out of or affecting this Agreement, or the
• rights or obligations of the parties hereunder, unless such waiver
or modification is in writing, duly executed as aforesaid; and, the
parties further agree that the provisions of this section will not
be waived as herein set forth.
PAGE 6
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XIX.
NOTICE
All notices to be given hereunder shall be sent by certified
mail, return receipt requested to the respective parties at the i
addresses shown below:
CITY CONSULTANT
i
City of Denton The Architectural Collective, Inc.
City Manager 1300 N. Locust
215 E. McKinney Denton, Texas 76201
Denton, Texas 76201
XX.
CAPTIONS
The captions of this Agreement are for informational purposes
only and shall not in any way affect the substantive terms or
conditions of this Agreement.
XXI.
BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, executors,
administrators, legal representatives, successors, and assigns
where permitted by this Agreement,
XXII.
SEVERABILITY CLAUSE
If any section, subsection, paragraph, sentence, clause,
phrase or word in this Agreement, or application thereof to any
person or circumstance is held invalid by any court of competent
jurisdiction, such holding shall not affect the validity of the
remaining portions this Agreement, and the parties hereby
declare they would have enacted such remaining portions despite any
such invalidity.
/-yy(y /
EXECUTED this the _ day of 1995.
CITY OF NTON, TEXAS
BY:
LOYD V. HAR RELL
CITY MANAGER
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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THE ARCHITECTURAL COLLECTIVE,
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TITLE:
DATE: '119<itS
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ATTACHMENT A
THE Ai1CHfMMURAL C A"CTM NWO
~law Immm LLOOLW 0wfmK I" 7aO, p.+7~ snow
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April 24, 1 Apd
City of Denton Park DapWWWI
321 tag MdQYW
Denton, Tom 70201
Alt Ockey O Wnd
Rah MMrloan Low suMdMq
Fred Mean P404 DWOW
As per our proviom viii! to dW job site k* mono, tho fdkwfrp obsorvAbCm woro made:
(1( The nand for roof Tapirs aid WWMWA Of COnlpoattion INVOS.
(2) k, p Wo drmWopa, wsW OvuW be radwsetad to Vv East posoibly by the
pla mod d a oo %mm sidoo4L
(3) Rapsk and ropWKwnwA of entire fascia arrd pebis end rnstanal at Waal canopy.
(4) Now WoCk columns at dW frard asnopy.
(S) Adddion of duetod air Conditioning syslam.
(6) Providing new suspended oeilinp, with new 2X4 Isy4m oloebieal 109M fb*0".
(7) ld&vfy a» area d non-oorropmoo w th tna Amarlcww vAih Di miWise Act.
(b) Rapiacorneril of ex $*V wvv$* s and p OV" a sore*m" mstwW to pnvw t foram
vandMlzinq.
Wo ootims, that wr %W maa+rtnp, provldkp s perk nnerms based W scharo Wyout
WWWZN ft preeonl rod *UdLn by a w u*.,ral onpirmw, prparlnp the oonlrad doarm*
Mould be sooanpNMwd in 110 houm Small on *hourly rds of gti.0o J 1r. who would bs
_ $0,2W.00. N we w obtain we approval d the pow r*V bo*w prwnply vm would hop to
r kasp cost below V" arm". !t
R L SMM, N.C.A WRB.
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A~eritaM L,gisM swwbg Reaiovad"
>ladmame et c"&
New Roof 1 3,000
(Tea off old roofs and replace dock)
Lsve+ Existing Slab 1 12,000
Paint S 9,000
(R44ir exterior) ;
ADA Ramping $ 4,300
Renovate Natural Gas Lines 1 3,000
Two Doors (ADA) 1 1,900
Lighting Exterior $ Boo
Lighting Interior 1 3,200
HVAC $ 8,000
Restroom Renovation $ 7,800
Wall, Ceiling, Floor Renovation 131,200
Kitchen Renovation $ 7,600
Furniture 1 6,000
(Desk, chairs, tables)
TOTAL 1100~M
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LEASE AGREEMENT AETMEEN THE CITY OF
DENTON, TEEAS AND SCOT BROWN PROPERTIES
T !
PARTIES, This Lease is between the City of Denton, 215 B.
McKinney, Denton, Texas, ("Lessee") and Scott Brown Properties, 205
N. Lr%cust, Denton, Texas ("Lessor'; to lease property located at
100 W. Oak, Suite 206, 208 210 in the Texas Building
("Property").
~T.
TERM, The initial term of this Lease shall commence on the lot
day of September, 1995, and end on the 31st day of July, 1996. A
new Lease Agreement must be signed by both parties 30 days before
the end of the above term, unless w;rittnn notice of termination is
given by either party. i
ZII. 7
MOVE-OUT NOTICE AND EARLY MOVE-OUT. At least .30 clays written
notice of intent to move out must be given to Lessor. Tn no event
may Lessee's move-out notice terminate the Lease sooner than the
end of the Lease term unless there is substantial malfunction of
utilities or denayas by water or fire, or similar cause s speci-
fied below under Sert.ion X, DAMAGES XND J46TROCTION.
IV,
SXCURITY DEPOSIT. Lessee agrees that the security deposit
shall be in &n amount equal to that becurty deposit provided in
the lease. between Lessee and Lessor, for the Property with a term
beginning on October 1, 1994 and ending on July 1, 1995
V
r XXXT. Lessee shall pay One Thousand One Hundred Seventy-eight
Dollars ($3,178.00) per month for rental, on or before the firbL t
day of each month (the due date), If. All rent Is not paid by the
3rd day of the month, Lessee agrees to pay an initial late charge
of Twenty-five Dollars ($25.00) plus a late charge of $1.50 per day
thereafter until paid in full. Lessee agrees to pay a charge of
Twenty-five Dollars ($25.00) for each returned check. A
VI.
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CONDITION OF PROMISES. Property is expected to be in the same
condition at the time of move-out as it was at the time of move-in,
reasonable wear and tear made during occupancy, and improvements
made prior to occupancy excepted, Lessee agrees to test smoke
detectors before occupying the Property, and is responsible for P
notifying Lessor if smoke detectors are not functional throughout
Lessee's occupanty.
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Batteries for smoke detectors, AC filters, and light bulbs will be
replaced at Lessee's expense.
i
VII.
INSURMCE. Lessor shall pay for fire and extended coverage on
the Property.
VIII.
LZ" XL17Y. Lessor will not be liable to Lessee or Lessee's
guests for any damages or losses to person or property, including
theft, burglary, assault, vandalism, or other crimes. Lessor will
not be liable to Lessee or guests for personal injury or for damage
to or lose of thoir personal property from fire, flood, water leak,
rain, hail, ice, snow, lightning, wind, explosion, interruption of
utilities, or other occurrences unless the damages from these j
occurrences are attributable in any way to Lessor's negligence.
Lessor strongly recommends that Lessee secure its own insurance to
protect against all of the above occurrences.
IX. `
REPAIRS AND KILLFMCTIONS. Lessee agrees to request all repairs r
and services in writing to Lessor, except in an emergency when a
telephone call will be accepted. Workers shall have the right to
temporarily turn off equipment and interrupt utilities to perform
repairs or maintenance which require such interruption. Lessor
shall keep the foundation, the exterior walls, and the roof in good
repair except that Lessor shall not be required to make any repairs
occasioned by the negligence of. Lessee, its employees, subtenants,
licensees and concessionaires. Lessor will make all repairs within
a reasonable time of Lessee's request.
X.
DAMAGE AND DEST^.UCTION. In case of malfunction of utilities or
damage by fire, water or similar cause, Lessee shall notify Lessor
immediately. The Lease shall continue and rent shall not abate
r during such periods, unless the damages are substantial. If
damages are substantial, Lessor or Lessee may terminate this Lease
in writing. In this case, rent shall be prorated and the balance
and deposits refunded.
XI.
RRXKBURSZKM . Lessee shall promptly reimburse Lessor for any
loss, property damage, or cost of repairs or services causad to the
Property by negligence or improper use by Lessee or guests. This
includes damages to doors, windows, or screaus, repair costa and
damages from plumbing stoppages in lines exclusively serving
Property, and damages from windows or doors left open. Lessor's
failure or delay in demanding damage reimbursement, late-payment
PAGE 2
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XII.
VMW LESSOR WAY ENTER. Lessor may enter Property when and if
the rent is more than seven (7) days delinquent.
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XIII.
CONT3lACRMAL LIEN AND ABAT&MM f. All personal property on the
premises is subjected to a ccntractual lien to secure payment of
delinquent rent. In order to exercise contractual lien rights,
Lessor may enter the premises and remove and store all such
property, provided the resident be present or written notice of
entry must be left afterward.
XIV. J
CLEANING. Upon move-out, the property must be cleaned ~
thoroughly. If Lessee fails to clean, reasonable charges to
complete such cleaning ehall be deducted.
1
XV.
PERSONAL. Lessee's telephone number is (817) 383-7726.
M. {
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ADDITIONAL ITEMS, Lessor will carpet, paint, and patch
plumbing hole in 210 upon finish ut.
EXECUTED this day of 192
i
CITY OF DE ON, TEXAS
. v
BY1
LLOYD , CITY AGER
ATTESTi
fl JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
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BY: P"J
SCOTT BROWN PROPERTIES
4
BY:
SCOTT BROWN, OWNER
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TRAINING-LICENSING AGREEMENT
This TRAINING LICENSING AGREEMENT ("AGREEMENT"), effective
January 29, 1995, ("EFFECTIVE DATE") is between CMI, Inc, ("CMI"),
a company organized and existing under the laws of the state of
Kentucky, having its principal office at 316 East Ninth Street,
Owensboro, Kentucky 42303, and City of Denton, Denton, Texas
("CITY OF DENTON"), a company organized and existing under the laws
of the State of Texas, having its principal office at 601 E.
Hickory Street, Denton, Texas 76205,
Since CMI designs and produces Breath Alcohol Technician ("BAT")
Training Courses approved by the United States Department of
Transportation's National Highway Traffic Safety Administration
("COURSES"), and CITY OF DENTON desires to train its own employees
to proficiency in the operation of CMI -manufactured breath alcohol i
instruments and in U.S. Department of Transportation alcohol
testing procedures making use of one or more of these COURSES, and
furthermore CITY OF DENTON desires that CMI grant it license to
conduct this training and desires that CMI also grant CITY OF
DENTON the right to certify the proficiency of CITY OF DENTON's
employees who have successfully completed these COURSES, therefore
CMI and CITY OF DENTON mutually agree to the following,
I. TERM
The term of this AGREEMENT ("TERM") is two years commencing
with the EFFECTIVE DATE, unless it is terminated early in
accordance with this AGREEMENT.
11. COURSES
CITY OF DENTON is authorized to deliver the COURSE(S) listed
in Exhibit At Courses Authorized.
III. ;19TRUCTORS
• ! CITY OF DENTON may request, that each of its employees who
have successfully completed CMI-designed courses in prepays-
tion for delivering one or more of the CMI-designed BAT
training COURSES can be certified by CMI as an instructor
("INSTRUCTOR") for that(those) COURSES. Only CMI-certified
INSTRUCTORS will be pe mitted to train other CITY OF DENTON
employees under this AGREEMENT.
IV. SCOPE OF AUTHOR TY
Each party is an independent company, solely responsible for l
its own business, and each party shall. have no power or
authority to act for, bind or commit the other party except
as provided for in this AGREEMENT.
A
,
•
•
V. CONFIDENTIALJ-U
CMI's Proprietary Information Agreement will govern activi-
ties of the two parties while executing their individual
responsibilities as set forth in this AGREEMENT.
VI. OBLIGATIONS OF PARTIES
A. Obligations of CITY OF DENTON
1. Instructor Trainina. CITY OF DENTON agrees that
the INSTRUCTORS who will train its other employees
to be BATS will be CMI-certified INSTRUCTORS. CMI-
certified INSTRUCTOR training is available from CMI
Training Agents.
2, Exclusivity ani Diligence. CITY OF DENTON agrees
that its INSTRUCTORS will deliver CMr's COURSES
only to CITY OF DENTON's own employees, using only
those course materials prepared by CMI for this
purpose, and agrees that these materials will not
be adapted or edited in any way, and further agrees
that the full time specified by CMI for delivering
each segment of each COURSE will be utilized.
3. Training Instruments. CITY OF DENTON agrees, to
make at least one CMI breath alcohol instrument
available to each two employees being trained as
BATS.
4. Reproduction of Training Materials. CITY OF DENTON
agrees that it will reproduce CMI-designed training 3
materials only for the use of its own employees who
are being trained as BATS, one copy for each em-
ployee. No other use may be made of these training
materials.
5. Certification ppgUMgj j= . For each employee
J' • whom CITY OF DENTON desires to certify as a BAT,
CITY OF DENTON agrees to provide to CMI a letter
signed by the INSTRUCTOR(S) who trained that em-
ployee which attests to the fact that he/she suc-
cessfully completed one or more of the COURSES.
This letter will contain, as a minimum, the infor-
mation contained in Exhibit Si "Request to Certify
• BAT" sample letter. Attached to this letter will •
be the written examinations) completed by the
employee(s) for whom certicication is being re-
quested.
PAGE 2 •
5
S
44
• 6. Certifica 'on F..W,. CMI and CITY OF DENTON both i
agree to waive the requirement of a certification
fee.
7.ensina Fee. In return for the right to deliver
CdI's COURSES in accordance with the terms of this
AGREEMENT, CI'T'Y OF DENTON agrees to pay CMI Five
Hundred U.S. Dollars ($500) upon execution of this
AGREEMENT'.
B. Obligations of CMI
1. Training. CMI will ensure that CMI-approved train-
ing is available to CIT. OF DENTON's employees to
prepare them to be INSTRUCTORS. This training will
be grovided fgr a fee not to gxceed S1.195 ner
pereon by_CMI's Training Agents.
2. Inetruct.or T fining Materials. In the course of
training to be an INSTRUCTOR, each INSTRUCTOR-
trainee will be given, by CMI's Training Agent, one
copy of training materials designed to guide him/ j
her in delivering the COURSE(S) to other employees.
3. Breath Alcohpl Tectulj an Traan~ng Materials. At
the time that CMI certifies an INSTRUCTOR, he/she
will be provided with one copy of camera-ready
training materials for each COURSE he/she is certi-
fied to deliver. These materials are intended for
use by RAT trainees and may be reproduced and given
to these trainees, one ropy each.
4. =ert witness ',eatimonv. CMI will make available
its own employees, or suitably qual.tfiecl agents,
who can testify in courts of law with regard to the
functions and internal workings of CMI breath
alcohol instruments, as well as the correct proce-
dures to follow when operating these instruments.
• Such testimony will be free of charge except for
p' the travel and living expenses associated with
providing this testimony. Testimony will be avail-
able under this paragraph only is the following
1' conditions have been meta
a. The alcohol test(s) which became the subject of
• legal action was(were) given using a CMI-manu- •
factured breath alcohol instrument.
l
PAGE 3 a
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i
•
b, The BAT (a) who administered the alcohol test (a)
was(were) certified by CMI to operate the CMI
instrument(s) employed in giving the alcohol
test(s):
c. The alcohol test was conducted in such a manner
that would not substantively effect the accura-
cy of the test results.
d. CITY OF DENTON is in compliance with all obli-
gations and terms of this AGREEMENT.
5. Certification. Upon receipt of a properly executed
"Request to Certify BAT" letter, CMI will issue a
nonreproducibl,e certificate in the name of each
employee who has been trained as a BAT. However,
if CMI has reason to believe, whether by audit or
some other means, that the COURSE was not delivered
as intended by CMI, then CMI may withhold the cer-
tificate for one or several BATS until CMI is
satisfied that the training has been completed
properly.
VII. E_VALVAT70P'
Udon CMI's written request, CITY OF DENTON will notify CMI
of the schedule for upcoming BAT training classes it will be
offering, including the place, date, and time when each 1
COURSE will be delivered. After giving at sea&t 24 hours'
notice, CMI shall have the tight to audit any class where a
COURSE is being delivered by an INSTRUCTOR to ensure that
the COURSE is being delivered as desijned by CMI. CITY CF
DENTON will facilitate CMI's representative conducting chic
audit.
r' VIII. ASSIGNMENT OR DELEGATION
Neither CMI or CITY OF DENTON shall assign or otherwise
• transfer its rights, obligations or interests under this
AGREEMENT to any third party without prior written consent
of the nonassigning party.
IX. RIOHTS TO TFAlN1NSL,E=UAU
Through agreement with its Training Agents, CMI retains all
i rights to the training materials provided to CITY OF •
DENTON's INSTRUCTORS for use by them when delivering the
COURSES. CMI hereby retains all rights, also, to the
camera-ready training materials provided to CITY OF DENTON'a
INSTRUCTORS at the time of their certification by CMI which
are intended for reproduction and use by employees being
trained as BATS.
PAGE 4
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•
•
X. INSURANCE
The CITY OF DENTON is self-insured as allowed by the State
of. Texas for municipalities.
XI. TE(3MINATION
Either party shall. inave the right to terminate this AGREE-
MENT early due to th,i other party not fulfilling, in part or
in whole, its obligations as stated herein. The party de-
airing to tortainate this AGREEMENT will pr,)vide the other
party with w:ri:aen notification at leant thirty (30) days in
advance of the termination date, giving notice of the reason
for termination and allowing time for the other party to
come into compliance, In the event that the other party is
not: able or chooses not to fulfill its obligation by the end
of the 30 day period following written notice of termina-
tion, CITY OF DENTON agrees that it: (1) will no longer
deliver any COURSES, (2) will surrender to CMI all CMI-
designed training materials intended for use by INSTRUCS.'ORS,
(3) will return to CMI all camera-ready training materials
intended for reproduction and use by BAT trainees, and (4)
will no longer reproduce any CMI-designed training materi-
ale.
iCII. AAMIMMENTS AND 1',_,, IBI
This AGREEMENT as well as any amendments and/or exhibits
constitutes the entire understanding between the parties, is
binding upon the parties and their respective subsidiaries,
and supersedes al.'. previous agreements, negotiations, repre-
sentations, understandings, statements, and writings between
the parties. Any and all amendments to or modifications of
the AGREEMENT and its exhibits, to be effective and enforce-
able, must be embcdied in writing, dated, and signed by an
authorized representative of each of the parties.
XIII,. INDEPLNIEICTI
Each party shall be lia;)le for any and all claims, costs,
and expenses arising ft )m or out of any negligent: act or
omission made by itself its agents or employees, in perfor-
mance of its obligations under this AGREEMENT. In the event
either party incurs '.oss ~or cost caused solely by the negli-
gence of the other, the non-negligent party shall be en-
titled to indemnity from such negligence, provided by the •
negligent party, including but not limited to reimbursement
for all loss, cost, damages, and expense, including reason-
able attorney's fees.
PAGE: 5
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XIV, FEE GT3Y~ DATE
This AGREEMENT is effective on the EFFECTIVE DATES the
representatives signing below being duly autaorized to enter
into this AGREEMENT on behalf of the respective pirties.
CMI, INC, CITY OF D NTON
G'
BY: ~ 3Y: arrall L-_
} TITLE: ;TILE: 6t_y Manager
DATE : DATE : M6/2,749.6
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APPROVED AS TO LEGAL FORM:
1 HERBERT L. PROUT:', CITY ATTORNEY
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CMI, INC. CITY ,C:F~DE
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Ki~irnra~ y ~s . _ t/ _ BY o l1IlYd ~i~I eI L
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f TITLE: Lc r.-, s ~t TITLE: ~••tt Eger
DATE I DATE : _ 6 L2 L 9.`_
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PROPRIETARY INFORMATION AGREEMENT
THIS PROPRIETARY INFORMATION AGREEMENT ("PIA") is by and between
CMI, INCORPORATED ("CMI"), a company orga-
nized and exi.stiny unuer the laws of the
state of Kentucky, having its principal
office at 316 East Ninth Street, Owensboro,
Kentucky 42303; and
City of Denton, Denton, Texas ("CITY OF
DENTON,` a company organized and existing
under the laws of the state of Texas, having
its principal office at 601 E. Hickory
Street, Denton, Texas 76205.
The parties do mutually agree as follows:
1. Prouilet<arv Information
a. Proprietary Information is defined as all information
concerning the buoiness or affairs of CMI, as well as
all information received from third parties and held iri
confidence by OMI, including without limitation all
information relating to existing and p-` itial custom-
ers, suppliers, markets, contracts, pri,: , strategies,
products, technologies, "know-how," information, data,
processes, developments, formulations, inventions,
applications, and methc a of manufacture of CMI, to the
extent that any such ini.,rmation as of the date of its
disclosure to CT,rY OF DEN ON, was not (i) known to CITY
OF DENTON: (ii) discovered in prior published litera-
ture; or (iii) generally availLble to industry,
b. Proprietary Information may be in written, oral, visual.,
photographic, electronic, magnetic or physical form.
k
• c. Any analyses, compilation, studies or other documents
which may have beer prepared for internal use by the
parties during discussions, and which may reflect
Proprietary Information, will berept confidential to
the same extent as Proprietary Information.
2. Ot,liaatione of Conti ent alit
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a. CITY OF DENTON agrees to treat as confidential, Co
maintain in complete confidence, and to not disclose to
any third party any and all Proprietary Information
disciosed to it by CbI.
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b. The obligation to keep confidential any and all Propri-
etary Information imposed in the preceding paragraph
shall have no termination date and shall be in effect
indefinitely, provided that any such Proprietary
Information shall cease to be such if it becomes (i)
disclosed in published literature or (ii) generally
,.vailable to industry, as long as this disclosure or
availability is not the result of CITY OF DENTON's
action or failure to keep such Proprietary information
confidential.
c. The CITY OF' DENTON shall have no duty or obligation to
treat as confidential, to maintain in complete confi-
dence, nor to not disclose to any third party any and
all Proprietary Information which the CITY OF DENTON is
legally required to provide to a third party. The CITY
OF DENTON also shall have no duty or obligation to treat
as confidential, to maintain in complete confidence, nor
to not disclose to any third party any anu all Propri-
etary information reasonably necessary to protect the
CITY OF DENTON's interest in a lawsuit with a third
party or CMI.
3. License
The furnishing of any Proprietary Information shall ag t be
construes] as granting, either expressly or by implication,
any l,icensri, patent, copyright or trade secret now or
hereafter awned or controlled by CMI, to CITY OF DENTON or
any third party.
4. Ownership of Documeilta/Return
a. All documents containing Proprietary Information aro,
and shall remaii., the property of CMI.
b. Any document containing Proprietary Information sha7.1
D&I be reproduced without the written consent of CMI.
,
C, Immediately upon receipt of the written request of. CMI,
all documents (and all copies thereof) containinq
Proprietary Information will be returned to CMI or
r` disposed of in accordance with the written instructions
of CMI,
5. Remedies
CITY OF DENTON recognizes that monetary damages alone would
O DqL be an adequate remedy for a breach of this PIA and that ` p
CMI would suffer irreparable harm as a result of any
disclosure of its Proprietary Information, Consequently,
CITY OF DENTON agrees that CMI would be entitled to equita-
ble remedies including injunctive relief and any other legal
remedies which may be available.
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6. W-verning Law
This PIA is made under and shall be construed in accordance
with the laws of the State of Texas. Venue for any and all
disputes involving the PIA shall he in Denton County, Texas.
7, Entire Agreement
It is further agreed that
a. This PIA supersedes any and all prior discussions,
written correspondence, and/or agreements between the
two parties with respect to Proprietary Information, and
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b. This PIA can be modifies' or replaced only by a written
agreement executed by duly authorized representatives of
bot'.i CITY OF DENTON and C'MI.
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. DENTON
CMI, I C O C TY OF
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BY: AA~cm BY
TITLE: AM&cj- jjkfi~LMr4, TITLE: Cit M na er
DATE: 2" iJ DATE: _ 6/27/95
APPROVED A,4 TO LEGAL FORM:
HRREERT L. PRO11TY, CITY ATTORNEY
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1995 - 1996 AOREUMT BETRBEN THE
CITY OF DENTON, TEXAS AND
COIOISTNITY FOOD CRtO'M
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 Community Food Center, a non-profit
corporation, 301 E. Oak Street,Denton, Texas 76201, hereinafter
referred to as "Organization";
WHEREAS, City's Human Services Committee (HSC) has reviewed the
services of Organization and has determined that organization per-
forms an important service for the residents of Denton without re-
gard to race, religion, color, age or national origin, and HSC
recommends finding Organization; and
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WHEREAS, City has determined that organization merits assis-
tance and can provide needed services to citizens of City and has
provided funds in its budget for the purpose of paying for
contractual services;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I
1. SCOPE OE SERVICES
Organization shall in a satisfactory and proper manner perform
the following tasks, for which the monies provided by City may be
used to pay utilities necessary for the accomplishment of said
tasks:
A. Utilize donations provided by businesses, individuals,
churches, civic groups, and others to provide food, free of charge,
to people in emergency situations.
B. Each family will be screened to ascertain need and food will
be provided accordingly,
•
Ii. OShIO IONS OF OR(JANIZAT;ON
i
In consideration of the receipt of funds from City, Orrganiza•.
j tion agrees to the following terms and conditions:
A. It will establish, operate, and maintain an account system
for this program that will allow for a tracing of funds and a
,iview of the financial status of the program.
B. It will permit authorized officials of City to review its
books at any timer E
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C. It will reduce to writing all of its rules, regulations, and
policies and file a copy with City's Community Development Office
along with any amendments, additions, or revisions whenever
adopted.
D. It will not enter into any contracts that would encumber
City funds for a period that would extend beyond the term of this
Agreement.
E. It will promptly pay all bills when submitted unless there
is a discrepancy in a bill; any errors or discrepancies in bills
shall be promptly reported to City's Executive Director of Finance,
or her authorized representative, for further direction.
F. It will appoint a representative who will be available to
meet with City's Executive Director of Finance and other City
officials when requested,
G. It will indemnify and hold harmless city from any and all
claims and suits arising out of the activities of organization, its V
employees, and/or contractors.
H. It will submit to City copies of year-end audited financial
statements,
I. The fair market value of the services provided by Organ-
ization shall exceed the costs reimbursed by City.
III. THE OF PERFORMANCE
The services funded by City shall be undertaken by Organization
within the following time frame;
October 1, 1995 through September 30, 1996.
IV. METHOD OF PAYMENTS
A. City will pay utilities up to a maximum limit of Three
Thousand Five Hundred Dollars ($3,500), Agency shall submit monthly
bills to City's Accounting Department at 215 E. McKinney, Denton,
Texas 76201 for payment.
B. It is expressly understood and agreed that in no event
under the terms of this Agreement will the total compensation to be
paid hereunder exceed Three Thousand Five Hundred Dollars ($3,500)
r for all of the services rendered.
C. The City shall not be obligated or liable under this
Contract to any party other than the Agency for payment of any
monies or provision of any goods or services.
PAGE 2 `
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V. EVALUATION
Organization agrees to participate in an implementation and
maintenance system whereby the services can be continuously moni-
tored. 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 r.acnipt.
B. All external or internal evaluation reports.
C. Quarterly performance reports to be submitted in January,
April, July and September, to include the following data:
1. Number of active volunteers.
2. Number of families served.
3. Race and/or ethnicity of families served, if possible.
D. Organization shall submit a financial statement to the
city at thf nad of the Agency's fiscal year. The statement shall
include income and expenses for the preceding year.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Organization shall deliver
to City copies of all notices of meetings of its Hoard of Direc-
tors, setting forth the time and place thereof. Such notice shall
he 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
representatives shall be afforded access to all meetings of its
Hoard of Directors.
Minutes of all meetings of Organization's governing body shall
• be available to City within ten (10) working days of approval.
VII. 9[ SpF"'BION OR TRMINATZON
City may suspend or terminate this Agreement and payments to
Organization, in whole or part, for cause. Cause 81La11 include but
not be limited to tho following:
• •
A. Organization's improper or inept use of funds.
B. Organization's failure to comply with the terms and
conditions of this agreement.
PACE 3 ` •
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C. Organization's submission of data and/or reports that are
incorrect or incomplete in any material respect.
D. Appointment of a trustee, receiver or liquidator for all or
a substantial part of organization's property, or institution of
bankruptcy, reorganization, rearrangement of or liquidation
proceedings by or against Organization.
E. If for any reason the carrying out of this agreement is i
rendered impossible or infeasible. ,
In case of suspension, City shall advice Organization, in
writing, as to conditions precedent to the resumption of funding
and specify a reasonable date for compliance.
In case of termination, organization will remit to Ciry any
unexpended City funds, Acceptance of these funds shall not
constitute a waiver of any claim City may otherwise have arising
out of this Agreement.
V'CII, CONFLICT OF INTEREST
i
A. Organization covenants that neither it nor any member of its
governing body presently has any interest, direct or :.ndirect,
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 position fcr a purpose that is
or gives the appearance of being motivated by desire for private
Main for himself, or others; particularly those with which he has
family, business, or other ties.
C. No ofitcer, 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 {1) 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; or (2) have any interest, direct or indirect,
in this Agreement or the proceeds thereof.
IX. UQTICE i
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 acrually received or not, when deposi-
PAGE 4
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ted in the United States mail, postage prepaid, registered or cer
tified, return receipt requested, addressed Taos organization or
City, as the case may be, at the following add
CITY ORGANIZATION
City of Denton, Texas Director
Attn: City Manager Community Food Center
F" 215 E. McKinney P.O. Box 2121
'
Denton, TX 76201 Denton, TX 76202
i Either party may change its mailing address by sending notice
of change of address to the other at the above address by certified
1 mail, return receipt requested.
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IN WITNESS WHEREOF, the parties do hereby aff th it signa-
tt s and enter !n1oo this Agreement as of the day of
Yei.~ s
CITY OF DENTON, TEXAS
BY:
R c SvLhla
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APP ED A TO LEGAL FORM:
HERBERT PROUTY, CITY ATTORNEY
BY: lA l
COMINNITY FOOD CENK'ER-
k
~ ATTEST:
BY: SECRETARY
WCANfOW
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CONTRACT AGREEMENT
THE STATE OF TEXAS $
COUNTY OF DENTON $
THIS AGREEMENT, made and entered into this the 8 - day of
_ MARCH _ A.D., 19 95 , by and between the City of
Denton of the County of Denton and State of Texas, acting through
LLOYD V. HARRELL
thereunto duly authorized so to do, hereinafter termed "OWNER", and
DBP, CONSTRUCT10N COMPANY
521 NOW1,11 LOCUST S'PREE'
of the City of DENTON County of DENTON and
State of 'T'EXAS , hereinafter termed "CONTRACTOR".
WITNESSETH: That for and in consideration of the payments and
agreements hereinafter mentioned, to be made and performed by
OWNER, and under the conditions expressed in the bonds bearing even
date herewith, CONTRACTOR hereby agrees with OWNER to commence sad
complete performance of the work specified below:
BID N 1769 - SINGLE FAMILY FIOMP CONS'T'RUCTION
f IN THE AMOUNT OF $151,043.00
A and all extra work in connection therewith, under the terms as
stated in the General conditions of the agreement; and at its (his
or their) own proper cost and expense to furnish all materials,
supplies, machinery, equipment, tools, superintendence, labor, in-
surance, and other accessories and services necessary to complete
the work specified above, in accordance with the conditions and
prices stated in the Proposal attached hereto, end in accordance
A with all the General Conditions of the Agreement, the Special Con- A
ditions, the Notice to Bidders (Advertisement for Bida), Instruc-
tions to Bidders, and the Performance and Payment Bonds, all
attached hereto, and in accordance with the plans, which includes
all maps, plats, blueprints, and other drawings and printed or
page 1
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written explanatory matter thereof, and the Specifications here-
fore, as prepared by 'ITY OF Il:i\TUN COMMUNITY W-',Y LQbJ?N'l'_STL1L~_
all of which are mads a part hereof and collectively evidence and
constitute the entire contract.
Contractor to Comply with Federal e u ations
A. The work to be performed under this contract is on a pro-
ject assisted under a program providing direct Federal financial
assistance frum the Department of Housing and Urban Development and
is subject to the requirements of section 3 of the Housing and Ur-
ban Development Act of 1968, as amended, 12 U.S.C. 1701u. Section
3 requires that to the greatest extent feasible, opportunities for
training and employment be given to lower income residents of the
area of the section 3 covered project., and contracts for work in
connection with the project be awarded to business concerns which
are located in, or owned in substantial part by persons residing in
the a••ea of the section 3 covered project.
B. The parties to this contract will comply with the provi-
sions of said section 3 and the regulations issued pursuant thereto
by the Secretary of Housing and Urban Development set forth in 24
Part CFR 135, and all applicable rules and orders of the Department
issued thereunder prior to the execution of this contract. The
parties to this contract certify and agree that they are under no
contractusi or other disability which would prevent them from com-
plying with these requirements.
C. The CONTRACTOR will send to each labor organization or re-
presentative of workers with which it has a collective bargaining
agreement or other contract or us.uerstanding, if an%t, a notice
advising the said labor organization or workers' representative of
the commitments under this section 3 clause and shall post copies
4 of the notice in conspicuous places available to employees and
applicants for employment or training.
D. The CONTRACTOR will include this section 3 clause in every
subcontract for -,wck in connection with the project and will, at
the direction of the applicant for or recipient of Federal finan-
cial assistance, take appropriate action pursuant to the subcon-
tract upon a finding that the subcontractor is in violation of •
regulations issued by the. Secretary of Housing and Urban Develop-
ment, 24 CFR Part 135. The CONTRACTOR will not subcontract with
any subcontractor where it had notice or knowledge that the latter
has been found in violation )f regulations under 24 CFR Part 135
and will not let any subcontract unless the subcontractor has first
provided it with a preliminary statement of ability to comply with
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the requirements of these regulations.
E. Compliance with the provisions of section 3, the regulat-
ions set forth in 24 CFR Part 135, and all applicable rules and
orders of the Department issued thereunder prior to the execution
of the contract, shall he a condition of the Federal finar.zial
assistance provided to the project, binding upon the appllcan~. or
recipient, its contractors and subcontractors, its successors, and
cssigns to those sanctions specified by the grant or loan agreement
or contract through which Federal assistance is provided, and to
such sanctions as are specified by 24 CFR Part 135.
111depe Status
it is mutually understood and agreed by and between city and
CONTRACTOR that CONTRACTOR is an independent contractor and shall
not be deemed to be or considered an employee of the City of
Denton, Texas, for the purposes of income taxes, withholding taxes,
social security taxes, vacation or sick leave benefits, worker's
compensation, or any other city employee benefit. City shall not
have supervision and control of CONTRACTOR or any employee of
CONTRACTOR, and it is expressly understood that CONTRACTOR shall
perform the services hereunder accordi..., to the attached specifica-
tions at the general direction of the City Manager of the City of
Denton, Texas, or his designee under thic agreement.
rndemnificatiou
CONTRACTOR shall and does hereby agree to indemnify and hold
harmless the City of Denton from any and all damages, loss, or
liability of any kind whatsoever, by reason of injury to property
,r third persons occasioned by any error, omission or negligent act
of CONTRACTOR, its officers, agents, employees, invitees, and other
persons for whom it is legalll liable, with regard to the perform-
ante of this Agreement, and CONTRACTOR will, at its cost and ex-
pense, defend and protect the City of Denton against any and all
such claims and demands.
AnY notice or other writt.~n instrument required or permitted to
bo delivered under the terms of this agreement shall be deemed to A
have i)9en delivered, whether actually received or not, when depos-
ited in the United states nail, postage prepaid, registered or
certified mail, return receipt requested, addressed to the OWNER or
CONTRACTOR, an the case may be, at the following addresses:
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OWNERi CONTRACTOR:
City of Denton, Texas DBR CONSTRUCTION
ATTN: City manager DO RICIARDS YRESIllENT
215 E. McKinney NORTH +LOt S1 S RfliT
Denton, TX 76201 DENTON, TX 76201 _
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Choice of Law and Venue
This agreement shall be governed by the law of the State of
Texas and venue for its construction and enforcement shall lie in
the courts of Denton County, Texas.
The CONTRACTOR hereby agrees to commence work on or after the
date established for the start of work as set forth in written
notice to commence work and complete all work within the time
stated in the Proposal, subject to such extensions of time as are
provided by the General and Special Conditions.
The OWNER agrees to pay tae CONTRACTOR in current funds the
price or prices shown in the Proposal, which forms a part of this
contract, such payments to be subject to the General and Special
Conditions of the Contract.
IN WITNESS WHEREOF, the parties of these presents have executed
this agreement in the year and day first above written.
ATTEST:
CITY OP , ' ON
ow
(SEAL} /
APPROVED AS TJ FORM:
Cit Attorney
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ATTEST:
DHR CONSTRUCTION C NY
CONTRACTO
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PERFORMANCE BOND
NOND_txl((1'F.FD IN FOUR 0) 01MONALS i;..~rii14'f3lMIU~IBASEDON
STATE of rr xAS 5 FINAL CONTRACT PRICE
COUNTY OF DfiNTON $
Hand No. 580201
KNOW ALI, MEN BY THESE PRESENTS: That DHR CONSTRUCTION COMPANY
of the city of DENTON
County of `DHNTON , and State of TEXAS
as PRTNCIPXI,, and Capitol Luleinnity corporation
as SURETY, authorized under the laws of
the State of Texas to act as surety on bonds for principals, are
hold and firmly bound unto the THE CITY OF DENTON
as OWNER, in the penal sun of ONE HUNDRED FIFTY ONE THOUSAND hl)R7Y
THREE AND 00/100 nollars ($lSlj043.00 Wy for the
payment whereof, the said Principal and Surety bind themselves, and
their heirs, administrators, executors, successors and assigns,
jointly and severally, by these presontst
WHEREAS, the Principal has entered into a certain written
contract with the OWNER, dated the 8 day of MARCH !
19 9S, for the construction of BID 0 1769 - SINGLE FAMILY HOME II
CONSTRUCTION
which contract is hereby referred to and made a part hereof as
fully and to the mama extent as it copied At length herein.
NOW, THEREFORE, the condition of this obligation is such, that
if taQ said principal shall faithfully perform said Contract and
shall in all respects, conditions and agreements in and by said
contract agreed and covenanted by the Principal to be observed and
performed an,9 according to the true intent and meaning o4 said
Contract and the Plans and specifications hereto annexed, then this
obligation shall be void; otherwise to retrain in full force and
effect;
PROVIDED, HOWEVER, that this bond is executed pursuant to the
provisions of the Texas Government Code, Chapter 2753 (Vernon, an
currently amended), and all liabilities on this bond shall be
determined in accordance with said provisions to the same extent as w
if they wore copied at length herein.
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PROVIDED Pi1ttTNF:R, ..r.:.,
if any legal action be tilled upon this
that'
bond, venue shall lie in Menton county,
9tete a[ Texas,
Surety, for value received, stipulates and agrees that no
change, extension of time, alteration or addition to the terms of
the contract, or to the Work performed thereunder, or the pidnst
epeeifications, or drawings accompanying the same, shall in any way
affect its obligation on this bond, and it does hereby waive notice
of any such change, extension of time, alteration or addition to
the terns of the contract, or to the work to be performed
thereunder.
IN WITNESS WHRREOP, tha said principal and Surety have signed
and sealed this instrument this 8th day of _AUCasT
19-2
DBR CR 0NSTRUCTION COMPANY CAPITOL INODMITY CORPORATION
inc suraty
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T tle Titl JAMES V. DAMIANO
llddreers 521 Locust Address:, 4610 Uuiverait Ave.
enton TX 76201 Madison WI 53105-2159
8I7 383-3007 (608 231-4450
(SEAL) (SUL)
The name and address of the Resident Agent of Surety is:
Jame. Damiano
- 17 4 Preaton Road Dallas TX 75252
4
NOTE: Date of Bond must not be prior to date of Contraot,
AAA0184D
Rev. 07/20/94
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PAYMENT BONI)
BOND EXECOTF_D IN FOUR (4) ORIGINALS bOND iiREMILIM RASED 014
FINAL CONTRACT PRICE
STATE OF TEXAS S
COUNTY OF DENTON S Bond No. 5HO201
KNOW ALL MEN BY THESE PRESENTS: That DBR CONSTRUCTION
COMPANY of the City of DBNTON I!!!
County of, DSNTON and the State of TEXAS v
as principal, and Ceritol Indemnity Corporation
authorized under the law$ of the State of Texas to act as surety on
bonds for principals, are held and firmly bound unto
THE CITY OF DENTON , OWNER ino" anal sum of
ONE HUNDRED i+INTY ONE THOUSAND FORTY. THRB os (9 51,043,00^~
for the payment whereof, the said Principal and Surety band
themselves and their heirs, administrators, exacatoro, successors
and assigns, jointly and severally, by these presents:
WHERmg, the Principal has entered into a certain written
contract with the Owner, dated the 8 day of MARCH
19 95
BID 1 1769 - SINGLE FAMILY HOME CONSTRUCTION
to which contract is hereby referred to and made a part hereof as
fully and to the same extent as if copied at length herein.
NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH,
r that if the said Principal shall pay all olaimanLs ouppl ing labor
and material to him or a subcontractor in the prosecution of the
work provided for in said contract, then this obligation shall be
• void, otherwise to regain in full force and efteetl
PROVIDED, HOWEVER, that this bond is executed pursuant to
the provisions or, the Texas Government Code, Chapter 2253 (Vernon,
as currentlyy amended), and all liabilities on this bond shall be
determined in acoordanca with said provisions to the iamo extant as
it they were copied at length herein. •
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Surety, for value received, stipulates and agroes that no
c1•angs, extension of time, alteration or addition to the terms or
the contract, or to the work performed thereunder, or the plans,
specifications, or drawings accompanying the same, shall in any way
affect its obligation on this bond, and it does hereby waive notice
of any such change, 4xtension of time, alteration or addition to
the terms of the contract, or to the work to be performed
thereunder.
IN WITNESS WHEREOF, file said Principal and Surety have
signed and sealed this instrusent this 8th day of AUGUST
i
19 95 ,
i
DAR CONSTRUCTION COMPANY CAPITOL INDFMNITY CORPORATION
Prinolpa
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t tlf JAMES V. DAMIANO '
j; T e ATTORNEY-IN-FACT
Addressi 521 North Locust Street Addresel 4610 University Ave,
Denton TX 76202 Madison, WI 53705-2159
817 383-3007 (608) 231-4450
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(OPAL) ~gZ;AIi)
The name and address of the Resident Agent of Surety ist
James V. Damiano I
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17774 Preston Road, Dallas, TX 75252
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Rev, 07/28/94
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MAINTHNANCH BONI) j
BOND 1-"X1 (1'Fh:O [_N_. FOUR 0) JRU;iNALS ; A iql) PHEMIUM BASED ON
THE STATE OF TEXAS S FINAL CONTRACT PRICE
COUNTY OF DENTON S Bond No. 580201
RNOw ALL MEN BY THESE PRESENTS: That DAN CONSTRUCTION
COMPANY _ as Principal, and CnPito! Lidr.muity Corporation
a corporation authorized to do business in the State Of TOXae, as
Surety, do hereby acknowledge themselves to be held and bound to
pay unto the City of Denton, a Municipal Corporation of thq state
of Texas, its successors a d ss! p ton pe o C
Texas, the sun of F[FTGEN T~OUNDg~ "NIE ~ t UNDkgll FdUai AND~S0/ ty'
Dollars ($-151104.30 ten (104) percent of the total amount of
the contract for the payment of which sum said principal and surety
do hereby bind themselves, their successors and assigns, jointly
and severally.
This obligation is conditioned, however, that:
WHEREAS, said DBR CONSTRUCTION COMPANY
has this day entered into a written contract with the said City
of Denton to build and construct _BID 1 1764 - SINGLe NAMILY OM HE
CONSTRUCTION
which contract and the plans and specifications therein mentioned,
adopted by the City of Denton, are tiled with the City Secretary of
said City and are hereby expressly incorporated herein by reference
and made a part hereof as though the same were written and set out
in full herein, and;
W118REAS, under the said plane, specifications, and Contraot,
it is provided that the Contractor will maintain and keep in good
repair the work therein contracted to be done and performed for a
tell period of one (1) year from the date of acceptance thereof and do
all necessary baokfiliing that may become necessary in connection
• therewith and do all necessary work toward the repair of any
defective condition growing out of or arising from the improper
COMBtruction of the improvements contemplated by raid contractor on
constructing the some or on account of improper excavation or
backfilling, it being understood that the purpose of this section
ie to cover all dafactivn conditions arising by reason of defective
materials, work, or labor performed by said Contractor, and in caso
• the said contractor shall fail to repair, reconstruct or maintain
said improvements it it agreed that the city may do said work in
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accordance with said Contract and supply such materials and charge
the serve against the said Contractor and itrs surety on this
obligation, and said Contractor and surety shall be subject to the
damages in said contract for each day's failure on the part of said `
Contractor to comply with the terms and provisions of said contract
and this bond.
NoN, THEREFORE, if the said Contractor shall perform its
agreement to maintain said construction and keep same in repair for
the maintananee period of one (1) year, as herein and said contract
provided, then these presents shall be null and void and have no
further effectl otherwise, to remain in full force and effect.
y
It is further agreed that this obligation shall be a
continuing one against the Principal and Surety and that successive
' recoveries may be had hereon for successive breaches of the
conditions herein provided until the full amount of this bond shall
have been exhausted, and it is further understood that the
obligation to maintain said work shall continue throughout said
maintenance period, and the same shall not be changed, diminished,
or in any manner affeoted from any cause during said time,
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' IN WITNESS {91iLR8OF, the Said DBR CONSTRUCTION COMPANY
as Contractor and Principal, has caused these presents to be
executed by
and the said CAPITOL INDEMNITY CORPORATION
' as surety, has caused these presents to be executed by its
Attorney-in-Fact JAMS V DAMIANNO -
and the said Attorney-In-Pact has hereunto set his hand this 8th
day of AUGUST 19 95 ,
SURETY: PRINCIPAL$
CAPITOL INDEMNITY ORATION DBR CON UC i CO ANY y
BY s LL~
JAME V. DAMIANO
Att ney-in-Fact
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Rev. 07/41/94 -
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IMPORTANT NOTICE
To obtain information or make a complaint:
You may contact the Texas Department of insurance to obtain
information on companies, coverages, rights or complaints at:
1-800-252-3439
Np You may write the Texas Department of Insurances
i
P. 0. Sox 149104
Austin, TX 78714-9104
FAX 1(511) 475-1771
PREMIUM OR CLAIM DISPUTES:
should you have a dispute concerning your premium or about a clam
you should contact the agent or the company first. if the dispute is
not resolved, you may contact the 'texas Department of Insurance.
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ATTACH THIS NOTICE TO YOUR POLICY:
This notice is for information only and does not become a part or
condition of the attached document.
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461011 NSIIYAVI NOL. SUITE 1466. MAOISON WISCONSIN 53705096x1
Pl L AY AUUwI F6 Nr Pl V 10 P 0 npx '.90C. MAl119ON W 151 M5 oMlu
V4IOPAI Iin81 231 4456 • I Ax {coal 'J 1 7029
POWER OF ATTORNEY No. 3 6 8 2 6 2
EXECUTED fOUH (4) ORIGINALS Bond No. 580201
Know all men by these Presents, That the CAPITOL INDEMNITY CORPORATION, a corporation
of the State of Wisconsin, having its principal offices in the City of Madison, Wisconsin, does make, conslitute and appoint
-------V. R. DAMIANO, JR., JAMES V. DAMIANO, CHERYL L. HUMPHREY OR SHANE A. HUMPHREY------•--------
its true and lawful Attorney(s)-in-fact. to make, execute, seal and deliver for and on its behalf. as surety, and as its act
and deed, any and all bonds, undertakings and contracts of surolyshNp, providrld that no bond or undertaking or contract
of suretyship executed under this authority shall exceed in amount the sum of
-------------------NOT TO EXCEED $5,000.000,00----------------------
This Power of Attorney is granted and is slgnod and sealed by facsimile under and by the authority of the following
Resolution adopted by the Board of Directors of CAPITOL INDEMNITY CORPORATION at a meeting duly called and
held on the 5th day of May 1960:
'RESOLVED, that the President, and Vice President, the Seef etafy of Treasurer, acting Individually or otherwise, be aid they hereby are granled
th- power and authorization to Appoint by a Power of Attorney for The purposes only of executing and attesling bonds and undenakirrgqs, and other
wfilings obligatory In the natue thereof, one or more resdenr vice~pres!deril assistant secrolahes and affwneytspin-last, each appelnlee to have
the powers and duties usual to such offices to the business of Ibis companythe 53pnature of such officers And seal of the Company may be affixed
to any such power or atromeyy or to any certificate relating thereto by lacs,mile, and An such power of attorney of cerld"his bearing such locsimlle
signatures of facsimile seat s`lalf be valid and binding upon Iha Company, and any such power so executed and certified by facsimile signatures and
lacsimile seal shall be valid and tdnding upon the Company In the iulurn with respect to any bond or undertaking or other writing obligatory in the
nature thereof To wlilc!•. Is ahached. Any such appointment may be rovokedfor cause, of without cause, by any of said ohicors, at any [!file.'
IN WITNESS WHEREOF, the CAPITOL INDEMNITY CORPORATION has caused these presents to be signed by
its officer undersigned and its corporate seal to be hereto alfixed duly atteslud by its Secretary, this 1 st day of Juno, 1993. ,
CAPITOL INDEMNITY CORPORATION
Attest:
L
IIYAIA'
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connonAre' Qaor A. Part, Presedem
Virgiline M. Schuta, Sacrelary
SEAL R
STATE OF WISCONSIN ems" ~'lii9
COUNTY OF DANE
On the 1st day of June, A.D., 1993, before me personally came George A Fait, to me known, who being by me duly
sworn, did depose and sayy that he resides in the County of Dane, State of Wisconsin; that he Is the President of
CAPITOL INDEMNITY CORPORATION, the corporation described in and which executed the above instrument; that
he knows the seal of the said corporation; that the seal affixed to said Instrument is such corporate seal; that it was so
/ affixed by order of the Board of Directors of said corporation and that he signed his ame thereto by like order.
aD-1 wnSTATE OF WISCONSIN ~r EHuns
COUNTY OF DANE Notary Public, Dare Co., W
My Commission It Permanent
F
CF.R IFICATE
I, the undersigned, duly elected to the office stated below, now the incumbent in CAPITOL INDEMNITY
CORPORATION, a Wisconsin Corporation, authorized to make this certificate, DO HEREBY CERTIFY that the foregoing
allached Power of Attorney remains In lull force and has not been revoked; and furthermore that the Resolution of the
Board of Directors, set lorth In the Power of Attorney is now in force.
Signed and sealed at the City of Madison. Dated the 8th day of August 19 95
/(,❑II' OI In II
If 0I ~y PaW,I. a suer, Treasurer
L'IU.,Sy
This powef is vabd only I the power of attorney number printul m The uppor right hand consist appears in rod, Photocopies, cubon cop;. • Of
Oiler repfoductions are flat bindilg do the company. IMtulnas concerning this power of alTorney May bs dkacted to ere OW Manager oil ma Hares
Office of the Capitol Indemnily Corpofoon.
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Apn 7, 1995
Page 1
LICENSE AGREEMENT i
COVEY LEADERSHIP CENTER, INC.
This Agreement is made and entered into as of the 11th day of January, 1995, by and
between Covey Leadership Center, Inc. ("CLC"), a Utah corporation and City of Denton
("Licensee"), an organization with its principal offices at Denton, Texas,
RECITALS
A. CLC has developed a proprietary Video-based Training Program entitled "The Seven
Habits of Highly Effective People" for use In employee and leadership development
training.
B, Licensee desires to acquire a limited license to use CLC's Video-based Training Program
and to receive training and assistance from CLC in connection with such use,
NOW, THEREFORE, in consideration of the covenants and mutual promises contained
herein, and for other good and valuable consideration, CLC and Licensee hereby agree as
follows,
TERMS OF AGREEMENT
SECTION 1: DEFINITIONS
As used In this Agreement, the following terms shall have the meanings ascribed belowr
1.1 "Authorized Program Participant" means any person who, at the time of his or her
participation in The Seven flabit04 Training Program, is an employee of Licensee, or
any person who is a member of the immediate family of any such employee of Licensee.
1.2 "Certified Facilitator" means an employee of Licensee who has been trained and certified
by CLC to present The Seven HabitsTM Training Program,
1.3 "Enhancement" shall mean any revision, edition, modification, addition, update or other
substantive change made by Licensee to the CLC materials or program(s). All
Enhancements are subject to CLC's approval and copyright shall become the proprietary
property of CLC, Specific onginals, non-proprietary anecdotes, stories, and illustrative
examples of the general CLC concepts are not "Enhancements" as that term is used
herein „
1.4 "Facilitator Training" means CLC's training of designated employees of Licensee to
resent The Seven HabitsTM Training Program to other Authorized Program
• Participants,
i 1.5 "Licensed Facilitator Materials" means any and all of the following proprietary materials k
provided by CLC to Licensee under this Agreement for use in connection with The Seven II4
HabitsTM Training Program:
(a) CLC video iapes, video vignettes, video illustrations and video transcripts;
(b) CLC facilitator manuals and written facilitator instructions;
• (c) CLC implementation manuals and written implementation instructions; •
(d) CLC overhead transparencies;
(e) CLC Posters;
(f) CLC The Seven HabitsTM Profiles,
The term "Licensed Facilitator Materials" shall not be interpreted to include Participant
s
i
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•
LimnseA 1
Apn 7, 1995
Page t
Manuals provided by CLC to Licensee, and such Participant Manuals are hereby
specifically excluded from the definition of "Licensed Facilitator Materials".
1.6 "Participant Manual' means the proprietary manual entitled "The Seven Habits of
Highly Effective People" which is made available to Licensee by CLC under this
Agreement for distribution to an Authorized Program Participant in connection with The
Seven HabitsT" Training Program,
1.7 "The Seven HabilsT" Training Program" means the Video-based Training Program
developed by CLC for use in providing employee and leadership development training.
SECTION 2: GRANT OF LIMITED LICENSE
2.1 Subfect to the terms and conditions of this Agreement, CLC hereby grants to Licensee a
limited license to use The Seven HabitsT" Training Program and the Licensed Facilitator
Materials to provide employee and leadership development training to Authorized
Program Participants.
2.2 Licensee is not licensed under this Agreement to receive or provide non-video based
Instruction in The Seven HabitsTm Training Program or any of the CLC Development
Seminars to its Authorized Program Participants, Any live presentations must be the
subject of a separate agreement between CLC and Licensee.
SECTION 3: TRAINING AND ASSISTANCE PROVIDED BY CLC
3.1 Upon execution of this Agreement, CLC shall furnish Licensee with the Licensed
Facilitator Materials, Participant Manuals, and other materials specified in Schedule "A"
attached hereto.
3.2 CLC or Its designated representative shall provide up to five (5) days of Facilitator
Training for person(s) designated by Licensee to receive such Facilitator Training.
Facilitators shall be employees of Licensee who are approved by CLC, and shall not be
consultants or other non-employee repres:ntatives of Licensee, Said employees shall be
required to sign a The Seven Habits of Hi~My Effective People(& Facilitator Certification
Agreement, a sample of which is attache_ hereto as Schedule "B", upon registration in
the Train-the-Trainer Program, Facilitator Training shall be at CLC's Utah facility, or at I
such other place as mutually decided between CLC and Licensee. All training provided
under this paragraph 3.2 shall be invoiced separately through CLC's Registration
Department and Licensee shall be responsible for any and all travel and living expense
Incurred by Licensee's Facilitators during training,
33 At Licensee's request, CLC agrees to provide up to five (5) additional days of Facilitator
Training to train and certify additional Licensee employees as Certified Facilitators. The
cost of additional Facilitator Training provided under this paragraph 3.3 shall be in
accordance with CLC's then prevailing price for such service.
3.4 In addition to the Facilitator Training provided by CLC under paragraphs 3,2 and 3.3
above, CLC agrees to provide, at Licensee's request, other reasonably necessary
assistance to Licensee in the use of The Seven HabitsTm Training Program. The cost, if
any, of such assistance shall be agreed upon in advance bete. ten the parties.
0 SECTION C LICENSEE'S USE OF THE SEVEN HABITS TRAINING PROGRAM
4.1 The restrictions contained in this Section 4 are intended to preserve CLC's goodwill and
reputation by maintainingg the integrity of the Seven Habits Training Program and
assuring that The Seven HabitsT" Training Prograrn is used only with its intended
audience, Licensee hereby acknowledges CLC's legitimate business interest in
•
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Apn7 7, 3995
Page 3
maintaining the integrity of The Seven HabitsTM Training Program and in regulating the
audience to which it is presented. Licensee hereby agrees that the restrictions set forth in
this Section 4 are reasonable in light of CLC's aforesaid legitimate business Interest.
4.2 Licensee shall use The Seven HabitsTM Training Program only in providing employee and
leadership development training to Authorized Program Participants. Licensee shall not
use The Seven HabitsT" Training Program to provide any training to any Individual,
organization or entity which is not an Authorized Program Participant.
4.3 Unless CLC first consents in writing, Licensee agrees to present The Seven HabitsTM
Training Program In its entirely. Licensee shall not present The Seven HabitsT" Training
Program or any portions thereof in conjunction with any other training program or
materials not created by CI.C,
4.4 In providing training to Authorized Program Participants using The Seven HabitsT"'
Training Program, Licensee agrees to purchase from CLC and provide each Authorized
Program Participant with his or her own Participant Manual. Licensee shall not allow,
require or encourage, either directly or indirectly, two or more Authorized Program
Participants to use the same Participant Manual
4.5 In providing any training to Authorized Program Participants using The Se wen HabitsT"'
Training Program, Licensee agrees that such training shall only be provided by a
Certified Facilitator who has received Facilitator Training from CLC under paragraph
3.2 and/or 3.3 above.
4.6 Licensee shall not copy or cause to be copied, in whole or in part, any Licensed
Facilitator Materials or any Participant Manuals without CLC's prior written consent.
Licensee agrees to obtain additional copies of the Licensed Facilitator Materials and
additional Participant Manuals only from CLC at CLC's then prevailing government list
price which shall not exceed $145 within the next five years,
4.7 The Licensed Facilitator Materials and Participant Manuals are proprietary, and are
copyrighted by CLC, and are made available to Licensee under license from CLC.
Licensee's pavment does not constitute a purchase of the Licensed Facilitator Materials;
nor Is licensee's right to use the Licensed Facilitator Materials transferable. Licensee
shall not give, loan, license, sell, lease or transfer the Licensed Facilitator Materials,
Participant Manuals or any other CLC materials or any portion thr+r--of to any third
party individuals or companies for any purpose Licensee's right to use Licensed
Facilitator Materials and Participant Manuals is limited to the terms and conditions of
this agreement. Any unauthorized use of the Licensed Facilitator Materials and
Participant Manuals shall constitute a material breach of this Agreement and/or a
violation of federal copyright laws,
4.8 Licensee covenants and agrees that any and all Enhancements to The Seven HabitsTM
Training Program, Participant Manual, and/oc Licensed Facilitator Materials which
• Licensee develops during the term of this Agreement shall, unless otherwise expressly
agreed between the parties, become a proprietary part of the Participant Manuals
and/or The Seven RabilsTM Training Program, the Licensed Facilitator Maierials,
and/or the Participant Manuals, and shall, in all respects, be subject to the terms and
conditions of this Agreement. Licensee may use independent, non-proprietary,
supple-ental, or!ginal or third pariy anecdotes, stories, and examples used by Certified
Facilita,,,rs to illustrate the mate.lal or general concepts taught in The Seven HabitsTM
• Training Program. Any such supplemental anecdotes, stories, and examples shall not •
be considered Enhancements, under this paragraph 4,8,
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SECTION 5; PAYMENT BY LICENSEE
511 Upon execution of this Agreement, Licensee shall be invoiced by CLC for the sum of
TWO THOUSAND SIX HUNDRED AND EIGHTY DOLLARS ($2,680.00) for the
license fee and the materials set out on Schedule A attached hereto. Said invoice shall
be due and payable within thirty (30) days of receipt thereof. All additional
materials ordered or requested by Licensee but not listed on Schedule A are not included
in this initial $2,680.00 fee. Any additional materials not listed on Schedule A shall be
ordered by Licensee in writing. CLC shall provide such additional materials at the then
prevailing price for such materials.
5.2 CLC will submit invoices to Licensee for all additional materials ordered and provided,
business and travel expenses, shipping and handling charges and other fees incurred
pursuant to this Agreement within thirty (30) days of CLC's providing such materials.
Licensee shall pay CLC the full amount shown on the Invoice In United States dollars
within thirty (30) days of the date of the invoice.
5.3 Licensee shall reimburse CLC for all shipping and freight costs Incurred by CLC in
shipping all materials to Licensee under this Agreement. Unless otherwise requested by
Licensee, all materials ordered under this Agreement shall be shipped by regular ground
transport service.
SECTION 6: INDEMNIFICATION
6.1 In the event The Seven HabitsTM Training Program and/or any of the materials provided
by CLC to Licensee under this Agreement infringe any copyright or other proprietary
right of any third party, CLC agrees to indemnify Licensee against any and all cost,
damages, and/or attorney's fees that may be incurred by and/or awarded against
Licensee as a result of such Infringement, provided that:
(a) Licensee shall promptly notify CLC In writing of any claim of infringement; and
(b) CLC shall have sole control over the defense and disposition of such claim,
including settlements or compromise, if any.
6.2 Notwithstanding the provisions of paragraph 61 above, CLC shall have no liability to
Licensee with respect to any claim of Infringement that is based upon any unauthorized
use, distribution, Enhancement, revision or modification by Licensee of The Seven
HabitsT" Training Program or any of the materials provided by CLC to Licensee under
this Agreement.
SECTION 7: LIMITED WARRANTY 41
7.1 CLC warrants all video tapes and audio cassettes provided to Licensee under this
• Agreement to be free from defects in materials and workmanship under normal use for a
period of ninety (90) days after shipment thereof by CLC to Licensee.
7.2 In the event any video tapes and/or audio cassettes do not meet the warranty under
Para graph 7.1 above, Licensee must return such defective video tapes and/or audio
cassettes to CLC within one hundred and twenty (120) days from the date such video
tapes and/or audio cassettes were shipped by CLC to Licensee, and CLC must receive
such defective video tapes and/or audio cassettes within thirty (30) days thereafter.
• licensee must bear all costs of shipping the defective video tapes and/or audio •
cassettes to CLC, and must either insure the video tapes and/or audio cassettes being
returned or assume the risk of loss or damage in transit.
7.3 In the event any video tapes and/or audio cassettes fail to meet the warranty of
paragraph 7.1 and within thirty (30) days of the Licensee's compliance with the
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Apn 7,1995
requirements of paragraph 7.2, CLC will deliver replacements for the defective materials
at no charge to Licensee.
7.4 The foregoing warranties shall not apply to, and CLC shall not be liable for, defects, loss
or damage to any such video or audio tapes caused by unauthorized use, misuse,
accident, theft or normal wear and tear.
SECTION 8: TERM AND TERMINATION
8.1 This Agreement shall become effective as of the date first written above and shall remain
r in effect until it is terminated as provided under the terms and conditions of this
Agreement
8.2 Licensee may terminate this Agreement at any time by providing written notice to CLrC
at the address set forth in Section 9 below. If Licensee terminates this agreement within
ninety (90) days of the receipt of all materials specified in paragraph 3A above, CLC
i shall refund In full all payments made by Licensee under Section 5 above upon
Licensee's return of any and all video tapes, audio cassettes, manuals, and other
materials provided to Licensee by CLC under this Agreement.
8.3 If Licensee fails to comply with any of the material terms or conditions of this
Agreement, this Agreement shall automatically terminate if Licensee falls to cure and
come into compliance with the material terms or conditions of this Agreement within 15
days of CLC's notice to Licensee of its failure to comply.
8.4 Within two (2) weeks following termination of this Agreement for any reason, Licensee
shall return to CLC all Licensed Facilitator Materials, undistributed Participant Manuals
and all other print, audio and video materials, and copies and Enhancements thereof,
and shall furnish CLC with written notice specifying that, through reasonable care and
to the best of Licensee's knowledge, all Licensed Facilitator Materials and such other
materials have been returned to CLC, including all copies or modifications thereof in any
form.
SECTION 9: NOTICES_
9.1 All notices under this Agreement shall be deemed to have been duly given upon mailing,
if mailed by registered or certified mail, postage prepaid. The addresses of the parties
for purposes of notice, unless subsequently changed by written notice to the other, are as
follows:
In the case of CLC:
Covey Leadership Center, Inc.
A
3507 North University Avenue, Suite 100
Provo, UT 84604
41?
r In the case of Licensee:
City of Denton
} Human Resources
601 E Hickory, Sul to A
Denton, TX 76205
SECTION 10: RELATIONSHIP OF THE PARTIES
10.1 It is understood and agreed that CLC and Licensee are indepwident entities engaged in
Independent businesses and, except as provided herein, each shall bear all the costs and
44
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Apr 7, 1995
Page 6
expenses incurred in the performance of their respective duties under this Agreement,
Neither CLC nor Licensee, not any respective agent or employee of either, shall be
regarded as an agent or employee of the other, and nothing herein shall be construed as
reserving to any party the right to control the other, except as specifically provided I
herein. Neither party to this Agreement shall have the right or authority to make any
promise, guarantee, warranty, or representation or to assume, create, or incur any
liability or other obligation of any kind, express or implied, against or In the name of or
on the behalf of the other.
SECTION 11: MISCELLANEOUS PROVISIONS
11.1 Captions which precede paragraphs or subsections of this Agreement are for
convenience only and shall in no way affect the construction or Interpretation of any
provision herein,
11.2 The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and each provision
shall be enforced to the maximum extent permitted by applicable law.
11.3 This Agreement is a binding agreement. Licensee should seek competent legal advice if
this Agreement is not understood. By making the payments set forth in Section 5 above,
Licensee acknowledges that it has read this Agreement and agrees to be bound by its
terms and conditions.
11.4 This Agreement is the complete and exclusive statement of the agreement between
Licensee and CLC and supersedes all proposals or prior agreements and
understandings, whether oral or written, and all other communications relating to the
subject matter of this Agreement.
11.5 This Agreement may only be amended, or any provision herein waived, by written
instrument e%ecutedby each party hereto. No waiver of any provision hereof shall
constitute a waiver of any other provision hereof, similar or not, nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided herein.
11.6 In the event either party institutes an action before any court of law to enforce any of the
terms of this Agreement, the prevailing party in such action shall be entitled to recover
its costs and expenses incurred in connection with such action, including reasonable
attorney's fees, In addition to any other or further relief awarded by the court.
IN WITNESS WHEREOF, the parties have signed and entered into the Agreement as of
the date first mentioned above.
COVEY LEADERSHIP CENTER, INC. LICE
By -
Tite PrintedName_Lloyd V. Harrell
Date: "Title City Manager
Date:
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APPROVED AS TO FORM:
Michael A. Bucek
Acting City Attorney
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The Director of Human Resources or higher designee is hereby a razed to x to a terms I.
and conditions of this Agreement.
Ir
Dated: +.l gY:
Ll d . Harrell
City Man. qer for the City of Denton
• Must be an officer of the organization or an individual authorized in writing to legally bind the
organization
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SCHEDULE A
1. Materials Provided: r
The following materials will be provided by CLC to Licensee upon execution of this
Agreement.
MAtedals
L2ueatllY Description
1 Set(s) of all video tapes for the Video-based Training Program
entitled The Seven Habits of Highly Effective People"
1 Set of The Seven HabitsT" Color Overheads
5 One-Year "Executive Excellence" Newsletter subscriptions
p, Additional Materials;
All additional materials ordered or requested by Licensee not listed above are not
included in the initial fee paid to CLC and shall be purchased from CLC by Licensee at the
then prevail ing price for such materials.
Ifl. Llowse Fee:
The payment amwint listed in Paragraph 5.1 of this Agreement includes a fee for the
License granted hereunder.
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SCHEDULE B
(Exhibit Only Do Not Fill Out)
THE SEVEN HABITS OF HIGHLY EFFECTIVE PEOPLED
FACILITATOR CERTIFICATION AGREEMENT
NOTE; A signed copy of this agreement must be received by COVEY LEADERSHIP
CENTER along with your reg' :etion contract to ensure enrollment in the
Facilitator Training program. This document is not intended to replace your
organization's license agreement, signed copies of whsif must be on file at both the
Covey Leadership Center and your organization. For information on the complete
document, refer to The Seven HabitsTm coordinator within your organization.
Please read, fill out completely and mail a signed copy to,
Covey Leadership Center
3507 N, University Avenue Suite 100
Provo, L"C 84604
Return to Greg Taylor (training at Sundance or Regional T3)
Return to Andrea Whitt (training In-House)
Please note that this agreement must be returned prior to your attendance at the
"Train the Trainer" (73) roram.
THIS AGREEMENT is made and entered into this-- day of 19_, by
and between COVEY LEADERSHIP CENTER, INC. (hereina(ter "CLC"), a corporation
organized and existing under the laws of the state of Utah and having a principal business
office at 3507 N. University Avenue, Suite 100, Provo, Utah 64604, and _
facilitator for the organization-.--_
Organizations planning to implement The Seven HabitsTM must have a signed license agreement
with the CLC, which outlines the conditions under which the course may be conducted. As a
certified facilitator of THE SEVEN HABITS OF HIGHLY EFFECTIVE PEOPLED VIDEO-
BASED PROGRAM you will be accountable to uphold the following requirements:
F 1.1 THE SEVEN HABITSTM Facilitator Manual, THE SEVEN HABITS TM Participant
Manual, and THE SEVEN HABITS"" videotape series are copyrighted and owned by the CLC
! and made available to licensed organizations under license from CLC, These videotapes and
manuals are protected by copyright law, and as such, may not be reproduced in whole or in
part without prior written consent of CLC,
1.2 As a certified facilitator You may provide THE SEVEN HABITSTM course only to
"authorized program participants,' An "authorized program participant" is any person who,
at the time of his or her participation in THE SEVEN HAgI'FST course, is an employee of
Licensee, any person who is a member of the immediate family of any such employee of
Licensee, or as otherwise specifically provided for In Paragraph 1.1 of the signed license
Agreement for your organization.
13 In providing THE SEVEN HABITSTM training to authorized program participants,
you agree to present and offer THE SEVEN HABITS, T11 program in its entirety and in
accordance with guidelines and instructions provided by CLC.
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IA When providing any training to authorized program participants using THE SEVEN
HABITST" training program, licensed organizations agree to furnish each participant with his or
her own participant manual. These manuals cannot be shared with others as an alternative to a
participant receiving his or her own manual. As a certified facilitator you agree not to copy or
reproduce In any manner whatsoever any Oed b of the participant manual or other products
and/or programs purchased from or supp by CLC.
1.5 In providing any training to authorized program participan to using THE SEVEN
HABITSrm course, licensed organizations agree that such training shall only be provided under
the direction and supervision of a person who has received facilitator tralninR from CLC, or
from the licensed organization's own certified master facilitators. As a certified facilitator you
agree to teach only authorized program participants within your licensed organization; to train
F anyone outside your licensed organization requires further certification and written permission
of CLC,
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# 1.6 In providing any training to authorized program participants using THE SEVEN
HABITST"' TRAIN NG PROGRAM, you agree to present and offer THE SEVEN HABITST"
TRAINING PROGRAM in its entirety, unless CLC first consents in writing that you may present
and offer only a portion of THE SEVEN HABITS TRAINING PROGRAMTm; or, it is used as
review to reinforce the program's principles with authorized program participants,
1.7 Your Certification and rights to teach THE SEVEN HABfrSTM TRAINING
PROGRAM shall terminate immediately upon (a) your ceasing to be an employee of Licensee, or
(b) the ttrmination, for any reason, of the License Agreement with your company,
I understand and agree to fully comply with the preceding requirements as a condition of
receiving facilitator training from CLC.
PACILITATOR date/location of program--- -
By; Exhlbdl only do not slcn_
signature
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address;-
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AaRNZNENT HSTW ZN THE
CITY OF DENTON, TEXAS AND
DSNTON CHRISTIAN P12-SCROOL
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This Agreement is hereby entered into by and between the City
of Denton, Texas, a Hare Rule Municipal Corporation, (hereinafter
referred to as "City") and the Denton Christian pre-School, a non-
profit corporation (hereinat`er referred to as "Organization"),
WHEREAS, City's Human Services Committee (HSC) has reviewed
the services of Organization and has determined that Organization
performs an important human service for the residents of Denton
without regard to race, religion, color, age or national origin,
and therefore HSC recommends funding Organization; and
WHEREAS, City has determined that Organization merits assist-
ance and can provide needed services to citizens of. City and has
provided funds in its budget for the purpose of paying for
contractual services; 3
N01k, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVIC88
Organization shall in a satisfactory and proper manner perform
the following Program:
A. Provide a developmentally appropriate and multi-ethnic pre-
school program for economically disadvantaged children,
B. Provide one nutritional meal, and one snack, for the
children it serves.
Organization shall provide the services described in the Work
Statement herein attached as Exhibit A. r
II. OBLIGATIONS OF OROANIZATI
v
In consideration of the receipt of funds from City, Or aniza-
Lion agrees to the following terms and conditions:
~.It will establish a separate bank account po it of he
Two Thousa d No/100 ($2,000.00) Dollar to Organ zation by
City, and the on enditures s account, until such time
• as said funds are exhaust all be for those expenses listed in r
the scope of ser s provJ. erein. organization shall not
commingle s received from other ces in this account and
sh of utilize these funds for any other-mmV UL 1,
B. I'c will establish, operate, and maintain an account sy
for this program that will allow for a tracing of funds and a
review of the financial status of the program,
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C. It will permit authorized officials for City to review its
books at any time.
rules, regulations, and
D. It will reduce to writing all of its
policies and file a copy with the Community Development Office
along with any amendments, additions, or revisions whenever
adopted.
E. It will not enter into any contracts that would encumber
City funds for a period that would extend beyond the term of this
Agreement.
F. At the discretion of City, organizatton Cimay be ty at eq ired of
refund the balance of the sp-cial account the
Organization's fiscal year. !
O. It will promptly pay all bills when submitted unless there
is a discrepancy in a bill= any errors or discrepancies in bills
shall be promptly reported to City's Executive Director of Finance
or her authorized representative for further direction.
H. It will appoint a represontat;.ve who will be available to
meet with City's Executive Director of Finance and other City
officials when requested.
I. it will indemnify and hold harmless City from any and all i
claims and suits arising out of the activities of Organization, its
employees, or contractors, and save and hold City harmless from all j
liability, including costs, expenses and attorneys fees, for or on
account of, any claims, audit exceptions, suits, or damages of any
agent or from
represen-
characte whatsoever formanceror omission of any tact of any oemployee, part
tative of Organization,
,I, it will submit to City copies of year-end audited financial j
statements. " j
III. TINS Q! RIZZ M
The services funded by City shall be undertaken by organization i
within the following time frame,
A' October 1, 1994 through September 30, 1995.
you=
IV.
A. payments to organisation, City shall pay to organization
a maximum amount of money totaling Two Thousand Dollars (52,000.00)
for services rendered under this Agreement. City will pay these
funds on a reimbursement basis to Organization within twenty days
after City has received supporting documentation, Organization's
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failure to request reimbursement on a timely basis, may jeopardize
present of future funding.
B. Excess Payment. Organization shall refund to City within
ten (1o) 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 spent strictly in accordance with the terms of
this Agreement; or
3) is not supported by adequate documentation to fully
justify the expenditure.
C. Doobligs'cion of Funds. In the event that actual expendi-
tures deviate from organization's provision of a corresponding
level of perfo,-(.ance, as specified in Exhibit A, City hereby
reserves the tight to reappropriate or recapture any such
urd,erexpended funds.
D. Contract Close out. Organization shall submit the contract
closa out package to City, together with a final expenditure
report, for the time period covered by the last invoice requesting
reimbursement of funds under this Agreement, within fifteen (15)
working days following the close of the contract period. Organiza-
tion shall utilize the form agreed upon by City and Organization.
V. RVALUATION
Organization agrees to participate in an implementation and
maintenance system whereby its 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:
i A. All external or internal audits. Organization shall submit
r a copy of an annual independent audit to City within ten (10) days
of receipt.
B. All external or internal evaluation reports.
F'
C. Quarterly performa;ice reports, to be submitted in January,
April, July and September, to include the following data:
a
1. Number of children served each month.
2, Inr.ome level of families participating in program.
3. Race and/or ethnicity of children assisted.
Page 3 s
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D, organization shall submit quarterly financial statements to
City in January, April, July, and September. Each statement shall
include income and expenses for the preceding quarter.
VI. PI RECTORS' MXBTIN(;$
During the term of this Agreement, Organization shall cause to be j
delivered 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 ad(-4uate
notice, and shall include an agenda and a brief description of the
matters to be discussed. Organization understands and agrees that
City representatives shall be afforded access to all neet.ings of
their 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. SUS$ENBION OR TERMINATION
City may suspend or terminate this Agreement and payments to
organization, in whole or part, for cause. Cause shall include but r
not be limited to the following:
A, Organization's improper or inept use of funds.
S. organization's failure to comply with the terms and conditions
of this Agreement.
C. Organization's submission of data and/or reports that are
incorrect or incomplete in any material respect, or
D. Appointment of a trustee, receiver or liquidator for all or a
substantial part of organization's property, or institution o: bank-
ruptcy, reorganization, rearrangement of or liquidation proceedings
by or against Organization.
E. if for any reason the carrying out of this agreement is ren-
dered impossible or infeasible.
In case of suspension, City shall advise Organization, in writ.
ing, as to conditions precedent to the resumption of funding and
specify a reasonable data for compliance.
In case of termination, Organization will remit to City any
• unexpended City funds. Acceptanr.e of these funds shall not consti-
tute a waiver of any claim City may otherwise have arising out of
this Agreement.
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VIII. EQUAL PPORTUNITY
A. Organization will submit for City approval a written plan for
compliance with the Equal Employment and Affirmative Action Federal
provisions, within one hundred twenty (120) days of the effective
date of this Agreement,
B. organization shall comply with all. applicable equal employment j
opportunity and affirmative action laws or regulations.
C. 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
,I
local, State and Federal rules and regulations.
D. In the event of organization's non-compliance with the
non-discrimination requirements, the Agreement may be cancelled,
terminated, or suspended in whole or in part, and organization may be
barred from further contracts with City.
IX. CONFLICT Or XNTERXS
A. Organization covenants that netther 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 ser-
vices required to be performed under this Agreement. Organization
further covenants that in tha 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 position for a purpose that is or gives the
appearance of being motivated by desire for private gain for himself,
or others; particularly those with which he has family, business, or
1 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
F' review or approval of the undertaking or carrying out of this
Agreement shall (1) participate in any decision relating to the
Agreement which affects his personal interest or the interest in any
corporation, partnership, or asso•iation in which he has direct or
indirect interest; or (2) have any interest, direct or indirect, in
this Agreement or the proceeds thereof.
• X. H.pOTm
i
organization shall not employ in any paid capacity any person who
is a member of the immediate family or any person who is currently
employed by organization, or is a member of organization's governing
board, The term "member of immediate family" includes: wife,
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husband, son; daughter, mother, father, brother, sister, in-laws,
aunt, uncle, nephew, niece, step-parent, step-child, half-brother and
half-sister.
X1. POLITICAL OR SZCTLARRIAN AfTIVITY
A. None of the performance rendered hereunder shall involve any
political activity (including, but not limited to, and activity to
further the election or defeat of any candidate for public office) or
any activity undertaken to influence the passage, defeat or final
content of legislation.
B. None of the performance rendered hereunder shall involve
or benefit in any manner any sectarian or religious activity,
XII. 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, addressed to organization or Clty, as the d
case may be, at the following addresses;
CITY ORGANIZATION
City of Denton, Texas Director
Attn: City Manager Denton Christian Pre-School
215 E. McKinney 2200 Bell Avenue
Denton, TX 76201 Denton, TX 76201
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,
IN WITNESS WHEREOF, the parties do he affix the ignatures A
and enter into this Agreement as of the day of
1925.
•
CITY OF DENTON, TEXAS
V
A LLOYD V. HARRELL, CITY GER
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
MICHAEL A. BUCEK, ACTING CITY ATTORNEY
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11 RECTOR
ATTEST:
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EXHIBIT "A"
DENTON CHRISTIAN PRE-SCHOOL
WORK STATEMENT
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The Denton Christian Pre-school believes the first few years of a
child's life are the most important in his or her education. The
school therefore teaches the children the verbal, perceptual, J
physical and social skills necessary for them to succeed in public i
school and our society as a whole. The school was designed as an
intervention program to provide the education health and nutrition
need, as well as increased self esteem t. those children who would
most likely repeat the cycle of poverty
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EXF.IBIT "B"
DENTON CHRISTIAN PRE-SCHOOL
GENERAL FUND BUDGET €
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City of Denton Funding $2,000.00
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Expenses:
- Supplies $550.00
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i - Equipment $1235.00
- Shipping $258.00
Total $2,053.00
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1995 - 1996
AGREEMENT BIMEN THE CITY OF DENTON
AND DENTON COUIITY IMIITAL BNALTH 11!11') WMWAL MARDATION CXNTER
This Contract is made and entered into by and between the City
of Denton, a Texas municipal corporation, acting by and through its
j City Manager, pursuant to ordinance, hereinafter referred to as
CITY, and Denton County Mental Health and Mental Retardation
Center, 2519 Scripture Street, Denton, Texas 76202, a community
center created under Texas Health and Safety Code, Chapter 534.001,
hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act of 1974, as amended; and
i
j WHEREAS, CITY has adopted a budget for such funds and included
therein an authorized budget for expenditure ^f funds for respite
services to individuals with substance abuse di,-.rders; and
WHEREAS, CITY has designated the Community Development Office
as the division responsibla for the administration of this contract
and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the parties hereto agree, and by the execu-
tion hereof are bound to the mutual obligations and to the per-
formance and accomplishment of the conditions hereinafter
deecr.ibed.
1.
TERM
JA
This Contract shall, commence on or as of October 1, 1995, and
shall, terminate on September 30, 1996.
X1.
r RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities, described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
• CITY will consider CONTRACTOR's executive officer to be CONTRAC-
TOR'S representative responsible for the management of all contrac-
J tual matters pertaining hereto, unless written notification to the
contrary is received from CONTRACTOR, and approved by CITY.
j
The CITY'S Community Development Administrator will be CITY's
representative responsible for the administration of this contract.
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III.
CITY'S OBLIGATION j:
A. Limit of Liability, CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Sxhibit B. Notwithstanding any other
provision of the Contract, the total of all payments and ct.her
obligations made or incurred by CITY hereunder shall not exceed the
sum of $15,000.00.
B. Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by CONTRACTOR, CITY
shall make payments to CONTRACTOR based on the Budget attached
hereto and incorporated herein for all purposes as Exhibit B, sub-
ject to the limitations and provisions set forth in this Section
and Section VII of this Contract.
(1) CITY shall not be liable for any cost or portion i
thereof which,
(a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other S
source;
(b) was incurred prior to the beginning date,
or after the ending date specified in
Section 1;
(c) is not in strict accordance with the
terms of this Contract, including all exhibits
attached hereto; or
(d) has not been billed to CITY within ninety
(90) calendar days following billing to CON-
TRACTOR, or termination of the Contract,
whichever date is earlier, ;
(2) CITY shall not be liable for any cost or portion
e thereof which is incurred with respect to any activity of CON-
TRACTOR requiring prior written authorization from CITY, or
after CITY has requested that CONTRACTOR furnish data coricern-
ing such action prior to proceeding further, unless and until
CITY advises CONTRACTOR to proceed.
(3) CITY shall not be obligated or liable under this
e Contract to any party other than CONTRACTOR for payment of any A
monies or provision of any goods or services.
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IV,
COMPLIANCE WITH STATS and LOCAL LAWS
CONTRACTOR shall comply with all laws of the United States of
America and the State of Texas and ordinances of the City of Denton
in the performance of this contract.
V.
REPRSp};NTATIONS
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
i
motion, resolution or action passed or taken, to enter intu this
Contract.
B. The person or persons sigU ng and executing this Contract
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
she, or they have been fully authorized by CONTRACTOR to execute
this Contract on behalf of CONTRACTOR and to validly and legally
bind CONTRACTOR to all terms, performances and provisions herein
set forth. f
C. CITY shall have the right, at its option, to either
temporarily suspend or permanently terminate this Contract if there
is a dispute as to the legal authority of either CONTRACTOR or the
oerson signing the Contract to enter into this Contract. CONTRAC•'
rOR is liable to CITY for any money it has received from CITY for
performance of the provisionH of this Contract if CITY has sus-
pended or terminated this Contract for the reasons enumerated in
this Section. f
I
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTC't under the terms of this contract will in no way be sub-
etituted or funds and resources from other sources, nor in any way
serve to reduce the resources, services, or other benefits which
would have been available to, or provided through, CONTRACTOR had
this Contract not been executed.
a VI.
PERFORMANCE BY CONTRACTOR
CONTRACTOR will provide, oversee, administer, and carry out
all of the activities and services set out in the Work Statement,
attached hereto and incorporated herein for all purposea as
0 Exhibit A, utilizing the funds described in Exhibit 13, attached ~
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and ~iufficisnt payment for full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Contract.
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No modifications or alterations may be made in the Work State-
ment without the prior written approval of the City's Conmunity
Development Administrator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the CON-
TRACTOR a maximum amount of money totaling $15,000 for services
rendered under this Contract. CITY will pay these funds on a reim-
bursement basis to the CONTRACTOR within twenty days after CITY has
received supporting documentation.
CONTRACTORS failure to request reimbursement on a timely basis may
jeopardize present or future funding.
H. Excess Payment. CONTRACTOR 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 CONTRACTOR: or
(2) has not been anent strictly in accordance with the
terms of this Contract; or
(3) is not supported by adequate documentation to fully
justify Lhe expenditure.
C. Deobligation of Funds, In the event that actual expendi-
tures devia'e from CONTRACTOR'a provision of a corresponding level
of performa.ice, as specified in Exhibit A, CITY hereby reserves the
right to reappropriate or recapture any such under expended funds.
D. Contract Close Out. CONTRACTOR shall submit the Contract
close out package to CITY, together with a final expenditure re-
port, for the time period covered by the last invoice requesting
reimbursement of funds under this Contract, within ten (10) working
days following the close of the Contract period, CONTRACTOR shall
• utilize tt,e form agreed upon by CITY and CONTRACTOR.
VIII.
WARRANTIES
9
CONTRACTOR 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 aignificant change without.
written notice to CITY.
PAGE 4;
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B. Any supporting financial statements heretofore requested
by CITY and furnished to CITY, are complete, accurate and fair',y
reflect the financial condition of CONTRACTOR on the date shown on
said report, and the results of the operation for the period
covered by the report, and that since said date, there has been no
material change, adverse or otherwise, in the financial condition
of CONTRACTOR.
t
C. No litigation or legal proceedings are presently pending
or threatened against CONTRACTOR related to the program described
in Exhibit A.
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D. None of the provisions herein contravenes or is in con-
flict with the authority under which CONTRACTOR is doing business
or with the provisions of any existing indenture or agreement of
CONTRACTOR.
E. CONTRACTOR has the power to enter into this Contract and
accept payments hereunder, and has taken all necessary action to
authorize such acceptance under the terms and conditions of this
Contract.
f
F. None of the assets of CONTRACTOR is subject to any lion
or encumbrance of any character, except for current taxes not
delinquent, except as shown in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall b-, continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
C0VSNANT9
During the period of time that payment may be made hereunder
and ov ioig ?s any payments remain unliquidated, CONTRACTOR shall
not,, without the prior written consent of CITY's Community
1 Development Administrator or its authorized representative:
(1) Mortgage, pledge, or otherwise encumber or suffer to
' be encumbered, any of the assets of CONTRACTOR now owned or
hereafter acquired by it, or permit any pre-existing mort-
gages, liens, or other encumbrances to remain on, or attached
to, any assets of CONTRACTOR which are allocated to the per-
formance of this Contract and with respect to which CITY has
ownership hereunder.
(2) Sell, assign, pledge, transfer or otherwise dispose
of accounts receivables, notes or claims for money due or to
become due,
PAGE 5
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Sell, convey, or lease all or substantial part of
its assets.
(4) Make any advance or loan to, or incur any liability
for any other firm, person, entity or corporation as guaran-
tor, surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item
of personal property purchased with fund,a paid to CONTRACTOR
e by CITY, unless CITY authorizes such transfer.
CONTRACTOR agrees, upon written request by CITY, to require
its employees to attend training sessions sponsored by the Cow-
I munity Development Office.
i
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
this Contract and in conformance with the standards and provisions
set forth in Exhibits A and B.
B. Approval. of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval of the expenditure of funds, even
though certain items may appear herein. CITY's prior writt.7.n
authorization is reauired in order for the following to be con-
sidered allowable costs:
(i) Encumbrance or expenditure during any one month
period which exceeds one-fifth (1/5) of the total budget as
specified in Exhibit B.
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this contract.
.i
i (3) Out of towr travel.
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are con-
ducted.
(5) Any alterations, deletions or additions to the
0 Personnel Schedule incorporated !n Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services. f
I,
PAGE 6
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(e) Fees for attending out of town meetirys, seminars or
conferences.
Written requests for prior approval are CONTRACTOR'a responsi-
bility and shall be made within sufficient time to permit a
thorough review by CITY. Contractor must obtain written approval
by CITY prior to the commencement of procedures to solicit or
purchase services, equipment, or real or personal property. Any
r procurement or purchase wh:.ch may be approved under the terms of
this Contract must be conducted in its entirety in accordance wish
the provisions of this Contract.
X1.
PROGRAM INCOME
A. For purposes of this Agreement, program income means
earnings of CONTRACTOR realized from activities resulting from this
Agreement or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited to,
income from interest, usage or rental or lease fees, income pro-
duced from contract-supported services of individuals or employees
or from the use or sale of equipment or facilities of CONTRACTOR
provided as a result of this Agreement, and payments from clients
or third parties for services rendered by CONTRACTOR under this
Agreement.
B. CONTRACTOR shall maintain reco.Yds of the receipt and
disposition of program income in the same manner as required for
other contract funds, and reported to CITY in the format prescribed
by CITY. CITY and CONTRACTOR agree, based upon advice received
from representatives of the U,S. Department of Housing and Urban
Development (HUD), that any fees collected fcr services performed I
by CONTRACTOR shall be spent only for service provision. These )
fees c: other program income will be deducted from the regular
re>.abursement request.
C. CONTRACTOR shall include this Section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities.
• D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
` indirectly from this Agreement, or the performance thereof,conetl ~
tutes program income. CONTRACTOR is responsible to CITY for the
repayment. of any and all. amounts determined by CITY to be program
income, unless othorwise approved in writing by CITY,
i xII. •
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Contract, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
PAGE 7
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financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provis.on of this Contract or any ap-
plicable .law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
under this Contract for the period of time and under the conditions
specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibilit} for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Contract.
D. At any reasonable time and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, or any of
its authorized representatives, all of its records and shall permit
CITY, or any of its authorized representatives to audit, examine,
make excerpts and copies of such records, and to conduct audits of
all contracts, voices, materials, payrolls, records of personnel,
conditions or a:iiployment and all other data requested by said
representatives.
XIII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CON-
TRACTOR shall furnish such statements, records, data and informa-
tion as CITY may request and deem pertinent to matters cov~ired by
this Contract.
CONTRACTOR shall submit quarterly beneficiary and financial
reports to CITY no less than once each three months, The
beneficiary report shall detail client information, including race,
l income, female head of household and other statistics required by
• CITY. The financial report shall include information and data
relative to all programmatic and financial reporting as of the
beginning date specified in Section I of this Contract.
Unless a written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
within ten (10) days after receipt of such.
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this contract,
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PAGE 8
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B, CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, which are attached
hereto as Exhibit A, as well as other provisions of this Contract.
C. CONTRACTOR agrees to cooperate fully with CITY in the
i development, implementation and maintenance of record-keeping
systems and to provide data determined by ':ITY to be necessary for
CITY to effectively fulfill its monitoring r•.id evaluation responsi-
bilities.
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D, CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
y s aff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of. CONTRACTOR's funding or regulatory !
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR. li
r
XV.
DIRECTORS' MEETINGS
During the term of this Contract, CONTRACTOR shall cause to be
delivered 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. CONTRACTOR understands and agrees that
CITY representatives shall be afforded access to all of the Board
of Directors' meetings.
Minutes of all meetings of CONTRACTOR's governing body shall
be available to CITY within ten (10) working days of approval,
,l
• ZV'I.
INSURANCE
4 A. CONTRACTOR shall observe sound business practices with
y' respect to providing such bonding and insurance as would provide
s adequate coverage for services offered under this Contract.
• B. CONTRACTOR shall obtain, for the premises on and in which •
the activities described in Exhibit A are conducted, and for the
employees conducting these activities, premise liability insurance,
commonly referred to as "Owner/Tenant" coverage, with CITY named as
an additional insured. Upon request of CONTRACTOR, CITY may, at
its sole discretion, approve alternate insurance coverage arrange-
ments.
PAGE 9
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c, CONTRACTOR will comply with applicable workers' compensa-
tion statates and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participi-nts, if applicable,
D. CONTRACTOR will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
CONTRACTOR. All employees of CONTRACTOR who are required to drive
t` a vehicle in the normal scope and course of their employment must
possess a valid Texas driver's license and automobile liability
insurance, Evidence of the employee's current possession of a
valid license and insurance must be maintained on a current basis
Y in CONTRACTOR's files.
f E. Actual losses not covered by insurance as required by
this section are not allowable costs under this Contract, and
remain the sale responsibility of CONTRACTOR.
XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval a written
plan for compliance with the Equal Employment and Affirmative i
Action Federal provisions, within thirty (30) days of the effective f1
date of this Contract,
H. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations,
C. CONTRACTOR will furnish all information and reports re-
quested by the 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.
D. In .he event of CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Contract in wt,ole or in part, and CONTRACTOR may be barred from
further contracts with CITY,
XVIII.
PERSONNUL POLICIES
CONTRACTOR shall establish and maintain personnel policies
which shall be available for examination. Such °~,r.i Nuiicies
shall:
A. Be no more liberal than CITY's personnel policies, pro-
cedures, and practices, including poliai=s with respect to employ- b
ment, salary and wage rates, working hours and holidays, fridge
benefits, vacation and sick leave privileges, and trrivel) and
6. Be in writing and shall be approved by tha governing body
of CONTRACTOR and by CITY,
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RIX.
COWLICT OF INTEREST
A. CONTRACTOR 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 Contract. CONTRAC-
TOR further covenant's that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body.
B. CONTRACTOR further covenants that no member of itb
i governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
S gain for himself, or others, particularly those with which he 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 Con.ract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or association in which he has direct or
indirect interest; or (2) have any interest, direct or indirect, in
this Contract or the proceeds thereof.
XX.
NEPOTISN
i
CONTRACTOR uhall not employ in any paid capacity any person
who is a member of the immediate family of any person who is
currently employed by CONTRACTOR, or is a member of CONTRACTOR'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.
XXI.
r POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereund"r shall
be used, either directly or indirectly, for any political activity
(includin;r but not limited to, an activity to further the election
or defeat .•f any candidate for public office) or any activity
• undertaken to influence the passage, defeat or final content of
legislation.
S. None of the performance rendered hereunder shall, involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used for or applied directly or indirectly to the construction,
operation, maintenance or administration,
a
PAGE 11
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or be utilized so as to benefit in any manner any sectarian or
religious facility or activity.
XXT1.
PUBLICITY'
A. Where such action is appropriate, CONTRACTOR shall `
publicize the activities conducted by CONTRACTOR under this
Agreement. In any news release, sign, brochure, or other
advertising medium, disseminating information prepared or
s distributed by or for CONTRACTOR, mention shall be made of the U.S.
Department of Housing and Urban Development's Community Development
Block Grant Program funding through the City of DeiiLon having made
the project possible,
B. All published material and written reports submitted
under this project must be originally developed material unless
otherwise specifically provided in this Agreement. When material
not originally developed is included in a report, the report sha:.l
identify the source in the body of the report or by footnote. This
provision is applicable when the material is in a verbatim or
extensive paraphrase format.
All published material submitted under this project shall
include the following reference on the front cover or title page;
This document is prepared in accordance with the
City of Denton's Community Development Block Grant Pro-
gram, with funding received from the United States
Department of Housing and Urban Development,
C. All reports, documents, studies, charts, schedules, or
other appended documentation to any proposal, content of basic
proposal, or contracts and any responses, inquiries, correspondence
and related material submitted by CONTRACTOR shall become the
property of CITY upon receipt,
XXIII.
FUNDING APPLICATIONS
s CONTRACTOR agrees to notify CI'iY each time CONTRACTOR is
preparing or submitting any application for f=ding for the program
described in Exhibit B in accordance with the following procedures,
F' A. when the application is in the planning stages, CON-
TRACTOR shall submit to CITY a des^ription of the funds being
s applied for, and the proposed use of funds,
B. Upon award of or notice of award, whichever is sooner,
CONTRACTOR shall notify CITY of such award and the effect, if any,
of such funding on the funds and program(s) contraceed hereunder.
Such notice shall be submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by Co1T'T'RACTOP, together with copies of the budget, program
description, and cc,ntract.
•
PAGE 12 i
77~
j
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXIV.
CHANGES AND AMENDMENTS
A. An- alterations, additions, or deletions to the terms c*)f
this Contract shall be by written amendment executed by both
parties, except when the terms of this Contract expressly provide
that another method shall be used.
B. CONTRACTOR may not make transfers between ot: among ap-
proved line-items within budget categories set forth in Exhibit B
without prior written approval of CITY. CONTRACTOR shall request,
in writing, the budget revision in a form prescribed by CITY, and
such request for revision shall not increase the total monetary
obligation of CITY under this Contract. In addition, budget.
revisions cannot significantly change the nature, intent, or scope
of the .prugram funded under this Contract.
C. CONTRACTOR will submit revised budget and program in-
formation whenever the level of fundin^ for CONTRACTOR or the
program(s) described herein is altered according tv the total
levels contained in any portion of Exhibit B.
D. 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 Contract. Any such modi-
fications are to be automatically incorporated into this Contract
without written amendment hereto, and shall become a part of the
Contract on the effective date specified by the law or regulation,
E. CITY may, from time to time during the term of the Con-
tract, request changes in Exhibit A which may include an increase
or decrease in the amount of CONTRACTOR's compensation. Such
changes shall be !.ncorporated in a written amendment hereto, as
provided in Subsecti-)n A of this section.
F. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CI9'Y.
O. CONTRACTOR agrees to notify CITY of any proposed change
in physical location for work performed under this Contract at
least thirty (30) calendar days in advance of the change.
s •
H. CONTRACTOR shall notify CITY of any changes in personnel
or governing board composition.
1. It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or among said programs will be permitted.
PAGE 13
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XXV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to CONTRACTOR, withhold further payments to
CONTRACTOR, Such notice may be given by mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
t for cure.
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
i it exceed thirty (30) calendar days. At the end of the suspension
period, if CITY determines the default or deficiency has been ant-
'sfied, CONTRACTOR may be restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of Section XXVI may be effectuated.
XXVI.
TERMINATION
A. CITY may terminate this Contract with cause for any of
the following reasons,
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXV,
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Contract.
(3) 't'ermination or reduction of funding by the United
States Department of Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition
♦ as to endanger performance under this Contract;
(b) has allocated inventory to this Contract.
substantially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs
of performance of this contract in the ordinary course of
• business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR.
M
PAGE 14
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(6) CONTRACTOR's inability to conform to changes
required by Pedexal, State and local laws or regulations ae
provided in Section IV, and Section XXIV (D), of this
Contract.
(7) The commission of an act of bankruptcy.
(8) CONTRACTOR's violation of any law or regulation to
which CONTRACTOR is bound or shall be bound under the terms of
the Contract.
CITY shall promptly notify CONTRACTOR in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding sources specified in Exhibi•c B.
B. CITY may terminate this Contract for convenience at any
time. If this Contract is terminated by CITY for convenience,
CONTRACTOR will be paid an amount not to exceed the total of
accrues' expenditures as of the effective date of termination. In
no event will this comoenention exceed an amount which bears the
same ratio to the total compensation as the services actually
performed bears to the total services of CONTRACTOR covered by the
Contract, les3 payments previously made.
C. CONTRACTOR may terminate this Contract in whole or in
part by written notice to CITY, if a termination of outside funding
occurs upon which CONTRACTOR depends for performance hereunder.
CONTRACTOR may opt, within the limitations of this Contract, ro
seek an alternative funding source, with the approval of CITY,
provided the termination by the outside funding source was not
occasioned by a breach of contract as defined herein or as defined
In a contract between CONTRACTOR and the funding source in
question,
CONTRACTOR may terminate this Contract upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this i
Contract.
D, Upon receipt of notice to terminate, CONTRACTOR shall
• cannel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Contract,
CITY shall not be liable to CONTRACTOR or CONTRAC'TOR's creditors
for any expenses, encumbrances or obligations whatsoever incurred
after the termination date,
E. Notwithstanding any exercise by CITY of its right of
• &uspension or termination, CONTRACTOR shall not be re)ieved of
liability to CITY for damages sustained by CITY by virtue of any
breach of the Contract by CONTRACTOR, and CITY may withhold any
reimbursement to CONTRACTOR until such time as the exact amount of
damages due to CITY from CONTRACTOR is agreed upon or otherwise
determined.
PAGE 15
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XXVII.
NOTIFICATION OF ACTION BROUGHT
in the event that any claim, demand, suit or other action is
made or brought by any person(s), firm, corporation or other entity
against CONTPACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
cLaim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action; the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that instit-ted
or threatened to institute any type of action or proceeding; the
basis of such claim, action or proceeding; and the name of any
person(s) against whom auch claim is being made or threatened. Such
written notice shall be delivered either personally or by mail.
XXVIII.
INDWWIFICATION
A. It is expressly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR as an independent
contractor and that as such, CONTRACTOR 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 aoeuunt
of, any claims, audit exceptions, demands, suits or damages of any
character whatsoever resulting in whole or in part from the per-
form-nos, or omission of any employee, agent or representative of
CONTRACTOR.
8. CONTRACTOR agrermi to provide the defense for, and to ;
indemnify and hold harmless CZTY its agents, employees, or 0-pji- 1
tractors from any and all claims, sui.~,, causes of action, d•-ands,
damcgas, losses, attorneys fees, expenses, Man tl "11.i.cy arising
out of the use of these contracted funds and program administration
and implementation except to the extent caused by the willful act
or omission of CITY, its agents, employees, or contractors.
XXIX.
CONFLICT OF INTXRSST
• A. CONTRACTOR covenants that neither it nor any member cf
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 b.~ performed under this Contract. CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body.
R. CONTRACTOR furtK.: covenants that no member of its
governing body or its staff, subcontracr_orn or employees shall
possess any interest in or use his position for a purpose that in
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he has
family, business, or other ties.
A
PAGE 16
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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 Contract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or association ir. which he has direct or
indirect, interest; or (2) have any interest, direct or indirect, in `
this Contract or the proceeds thereof.
XSVII.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Contr.ci or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other finan-
cial institution without the prior written approval of CITY.
B. If any,p~.ovision of this Contract 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 eves,c shall any payment to CONTRACTOR hereunder, or
any other act or failure of CITY to insist in any one or more
inotances upon the terms and conditions of this Contract constitute
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
CONTRACTOR. 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, whack rights,
powers, privileges, or remedies are always specifically p:esc::ved. `
No representative or agent of CITY may waive the effect of this
provision.
D. This Contract, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
ina or other commitment antecedent to this Contract, whether
writte:i or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Contract, or subse-
i quenc thereto, have any legal, force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
a•nendment of this Contract.
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 Contract or its governing rules, codes,
laws, ordinances or regulations, CITY as the party ultimately
responsible to HUD for matters of compliance, will have the final
authority to render or to secure an interpretation,
F. For purpos=.e of this Contract, all o'ficial communica-
tions and notices among the parties shall. be deemed made as of the
A
PAGE 17
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date mailed if sent postage paid to the parties and address set for
below:
TO CITTO CONTRACTOR:
City Manager Cindy 3 ill City of Denton Ve^tun County MHMR Center
f 215 E. McKinney St. 23;9 Scripture Street
s Denton, Texas 76201 Denton, Texas 76202
IN WI ESS OF WHICH this Contract has been executed on this
the day of ~ 1995.
?r
't. CITY OF DENTON
~ BY
bond
RICK SVEELA, ACTING CITY MANAGER
1
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY : `il/f~ Dif ~7
APPROVED AS TO LEGAL FORM:
HERBERT PROUTY, 'CITY ATTORNEY
BY: .
DENTON COUNTY MRMR CENTER
N,
BYI
IMIMNISTRA AURR[S
T OR, RI'SiDENTIAL SERVICES
BILL DRYBREAD
' r ATTEST: INTERIM EXECUTIVE DIRECTOR
SECRETARY
Ai\MMAS
E s
PAGE 18
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1995 - 1996
AGREEMENT BETNEENi- ON
This Agreement is made and entered into by and between the
city of Denton, a Texas municipal corporation, acting by and
through its City Manager, pursuant to ordinance, hereinafter
referred to as CITY, and Denton Texas Special Olympics,
Incorporated, 215 East Sherman, Denton, Texas 76201, a Texas
S non-profit corporation, hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act .,f 1974, as amended; and
WHEREAS, CITY has adopted a budget for such funds and
incluued therein an authorized budget for expenditure of funds
for year-round training and sports competition for Mental
Retarded children and adults; and
WHEREAS, CITY has designated the Community Development
office as the division responsible for the administration of this `
Agreement and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the parties hereto agree, and by the
execution hereof are bound to the mutual obligations and to the
performance and accomplishment of the con3itions hereinafter
described.
I.
TERM
This Agreement shall commence on or as of October 1, 1995,
and shall termin.te on September 30, 1996.
} RESPONSIBILITIES
I
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities described in the Worx State-
ment attached hereto as Exhibit A, in a satisfactory anti
efficient manner as determined by CITY, in accordance with the
terms herein. CITY will consider CONTRACTOR'S executive officer •
to be CONTRACTOR's representative responsible for the management
of all contractual matters pertaining hereto, unless written
not`_fication to the contrary is received from CONTRACTOR, and
approved by CITY.
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The CITY'S Community Development Administrator will be
CITY's representative responsible for the administration of this
Agreement.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding any
other provision of the Agreement, the total of all payments and
other obligations made or incurred by CITY hereunder shall. not
exceed the sum of $15,000.
B. Measure of Liability. In consideration of full and
satiEfactory services and activities hereunder by CONTRACTOR,
CITY shall make payments to CONTRACTOR based on the Budget
attached hereto and incorporated herein for all purposes as
Exhibit B, subject to the limitata.ons and provisions set forth in
this Section and Section VII of this Agreement.
i
(1) The parties expressly understand and agree that `
CITY's obligations under this Section are contingent upon `
the actual receipt of adequate Community Development Block
Grant (CDBG) funds to meet CITY's liabilities under this
Agreement. If adequate funds are not available to make
payments under this Agreement, CITY shall notify CONTRACTOR
in writing within a reasonable time after such fact has been
determined. CITY may, at its option, either reduce the
amount of its liability, as specified in Subsection A of
this Section or terminate tite Agreement. If CDBG funds
eligible for use for purposes of this agreement are reduced,
CITY shall not be liable for further payments due to
CONTRACTOR under this Agreement.
` (2) It is expressly understood that this Agreement in
no way obligates the General Fund or any other monies or
;j credits of the City of Denton.
(3) CITY shall not be liable for any cast or portion
thereof which; f
(a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other
sources
• •
(b) was incurred prior to the beginning
date, or after the ending date specified in
Section I;
(c) is not in strict accordance with the
terms of this Agreement, including all
exhibits attached hereto;
PAGE 2 q
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(d) has not been billed to CITY within
ninety (90) calendar days following billing
to CONTRACTOR, or termination of the
Agreement, whichever date is earlier; or
(e) is not an allowable cost as defined by Sec-
tion XI of this Agreement c: the project budget.
li
(4) CITY shall not be 1'.able for any cost or portion
thereof which is incurred with respect to any activity of
CONTRACTOR requiring prior written authorization from CITY,
or after CITY has requested that CONTRACTOR furnish data
E. concerning such action prior to proceeding further, unless
and until CITY advises CONTRACTOR to proceed.
(5) CITY shall not be obligated or liable under this
Agreement to any party other than CONTRACTOR for payment of
any monies or provision of any goods or services.
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
A. CONTRACTOR understands that funds provided to it
pursuant to this Agreement are funds which have been made
available to CITY by the Federal Government (U.S. Department of
Housing and Urban Development; under the Housing and Community
Development Act of 1974, as amended, in accordance with an
approved Grant Application and specific assurances. Accordingly,
CONTRACTOR assures and certifies that it will comply with the
requirements of the Housing and Community Development Act of 1974
(P.L. 93-383) as amended and with regulations promulgated
thereunder, and codified at 24 CFR. The foregoing .is in no way
meant to constitute a complete compilation of all duties imposed
upon CONTRACTOR by law or administrative ruling, or to narrow the
standards which CONTRACTOR must follow.
F
CONTRACTOR further assures and certifies that if the regula-
tions and issuances promulgated pursuant to the Act are amended
i or revised, it shall comply with them, or notify CITY, as
provided in Section XXIV of this Agreement.
CONTRACTOR agrees to abide by the conditions of and comply
with the requirements of the Office of Management and Budget
Circulars Nos. A-110 and A-122.
R. CONTRACTOR shall comply with all applicable federal
laws, laws of the State of Texas and ordinances of the City of
Denton.
V.
REPREa7ENTATION9
A. CONTRACTOR assures and guarantees that it possesses the
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legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Agreement.
B. The person or persons signing and executing this
Agreement on behalf of CONTRACTOR, do hereby warrant and
guarantee that he, she, or they have been fully authorized by
CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and
to validly and legally bind CONTRACTOR to all terms, performances
and provisions herein set forth.
C. CITY shall have the right, at its option, to either
temporarily suspend or permanently terminate this Agreement if
there is a dispute as to the legal authority of either CONTRACTOR
cr the person signing the Agreement Lo enter in_o this Agreement.
CONTRACTOR is liable to CITY for any money it has received from
CITY for performance of the provisions of this Agreement if CITY
has suspended or terminated this Agreement for the reasons
enumerated in this Section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Agreement will in no way be
substituted for funds and .resources from other sources, nor in
any way serve to reduce the resources, services, or other
benefits which would have been available to, or provided through,
CONTRACTOR had this Agreement not been executed.
I
V1.
PERFORMANCE BY CONTRACTOR
CONTRACTOR will provide, oversee, administer, anr4 carry out
all. of the activities and services set out in the WORK STATEMENT,
attached hereto and incorporated herein for all purposes as
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by
%r both parties to be necessary and sufficient payment for full and
satisfactory performance of the program, as determined solely by
CITY and in accordance with all other terms, provisions and
• requirements of this Agreement.
No modifications or alterations may be made in the Work
Statement wit:,o,!.t the prior vritLen approval of the City's
Community Development Administrator.
VII.
A PAYMENTS TO CONTRACTOR ~
A. Payments to Contractor. The CITY shall pay to the
CONTRACTOR an amount of money not to exceed $15,000 for services
rendered under this Agreement. CITY will pay these funds on a
reimbursement basis to the CONTRACTOR within twenty days after
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CITY has received supporting documentation. CONTRACTOR's failure
to request reimbursement on a timely basis may jeopardize present
or future funding.
H. Excess Payment. CONTRACTOR 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 CONTRACTOR; 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.
C. Disallowed Costs. Upon terminatic;i of the Agreement,
should any expense or charge for which payment has been made be
subsequently disallowed or disapproved as a result of any
auditing or monitoring by CITY, the Department of Housing and
Urban Development, or any other Federal agency, CONTRACTOR will
refund such amount to CITY within ten (10) working days of a
written notice to CONTRACTOR, which specifies the amount
disallowed.
All disallowea salaries or wages must be returned to CITY in
the following format;
(1) A cashier's check for the net aggregate amount
payable to the City of Denton;
(2) A listing showing the Social Security number., full
name, last known complete address and the amount owed to
each person involved.
Refunds of disallowed costs may not be made from these or
any other funds received from or through CITY.
•
D. Deobligation of Funds. In the event that actual
expenditure rates deviate from CONTRACTOR's provision of a
corresponding level of performance, as specified in Exhibit A,
CITY heraby reserves the right to reappropriate or recapture any
such underexpended funds,
• E. Contract Close Out. CONTRACTOR shall submit the •
Agreement clove out package to CITY, together with a final
expenditure report, for the time period covered by the last
invoice request;ng reimbursement of funds under this Agreement,
within fifteen (15) working days following the close of the
Agreement period. CONTRACTOR shall utilize the form agreed upon
by CITY and CONTRACTOR.
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VIII.
WARRANTIES
CONTRACTOR 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 condition of CONTRACTOR on the date showii on
said report, and the results of the operation for the period
covered by the report, and that since said date, there has been no
material change, adverse or otherwise, in the financial condition
of CONTRACTOR.
C. No litigation or ',egal proceedings are presently pending
or threatened against CONTRACTOR.
D. None of the provisions herein contravenes or is in
conflict with the authority under which CONTRACTOR is doing
business or with the provisions of any existing indenture or
agreement of CONTRACTOR.
E. CONTRACTOR has the power to enter into this Agreement and
accet authorize such sachereuner, and ceptance underhthetterms aandnconditionsc of othis
Agreement.
F. None of the assets of CONTRACTOR is subject to any lien
or encumbrance of any chclacter, except for current taxes not
delinquent, except as shown in the financial statements furn'shed
fr by CONTRACTOR to CITY.
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
A. During the perio a time that iquidated, CO14TRACT0R
• under and so long as any y p Nre.nts
shal not, without the evelopment Administrator or prior her rauthorized represent tiCemmunity
d
(1) Mortgage, pledge, or otherwise encumber or suffer to
be encumbered, any of the assets of CONTRACTOR now owned or here-
after acquired by it, or permit any pro-existing mortgages, liens,
or other encumbrances to remain on, or attached to, any assets of
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CONTRACTOR which are allocated to the performance of this Agreement
and with respect to which CITY has ownershli, hereunder.
(2) Sell, assign, pledge, transfer or otherwise dispose
of accounts receivables, notes or claims for money due or to
become due.
(3) Sell, convey, or lease all or substantial part of
its assets.
(4) Make any advance or loan to, or incur any liability
for any other firm, person, entity v., corporation as
guarantor, surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item
of persona' property purchased with funds paid to CONTRACTOR
by CITY, unless CITY authorizes such transfer.
B. :'hould CONTRACTOR use funds received under this Agreement
to acquire or improve real property under CONTRACTOR's control,
CONTRACTOR agrees and covenants:
(1) That the property shall be used to meet one of the
national objectives stated in 524 CFR 570 until August 31,
2006.
(2) That should CONTRACTOR transfer or otherwise dispose
of said property on or before August 31, 2006, CONTRACTOR
shall reimburse CITY in the amount of the fair market value of
the property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or
improvement to, the property.
CONTRACTOR agrees, upon written request by CITY, to
require its employees to attend training sessions sponsored by the
VIMM Community Development Office.
X
ALLOWABLE COSTS
1
A. Costs shall be considered allowable only if incisrred
directly specifically in the performance of and in compliance with
this Agreement and in conformance with the standards and provisions
of Exhibits A and B.
B. Approval of CONTRACTOR's budget, Exhibit B, does not r
constitute prior written approval, even though certain items may
appear herein. CITY's prior written authorization is required in
order for the following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month
period which exceeds one-fifth (1/5) of tho total budget as
specified in Exhibit B.
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A
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Agreement.
(3) Out of town travel.
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are
conducted.
(5) Any alterations, deletions or additions to the
Personnel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are CONTRACTOR's responsi-
bility and shall be made within sufficient time to permit a
thorough review by CITY. CONTRACTOR must obtain written approval
by CITY prior to the commencement of procedures to solicit or
purchase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
this Agreement must be conducted in its entirety in accordance with
the provisions of this Ayreement,
i
XI.
PROGRAM INCOME
A. For purposes of this Agreement, program income means
earnings of CONTRACTOR realized from activities resulting from this
Agreement or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited to,
income from interest, usage or rental or lease fees, income
produced from contract-supported services of individuals or
• employees or from the use or sale of equipment or facilities of
CONTRACTOR provided is a re,-jult• of this Agreement, and payments
from clients or third parties for services rendered by CONTRACTOR
under this Agreement,
B. CONTRACTOR shall maintain records of the receipt and
disposition of program income in the same manner as required for
other contract funds, and reported to CITY in the format prescribed
0 by CITY. CITY and CONTRACTOR agree, based upon advice received •
from representatives of the U.S. Department of Housing and Urban
Development (HUD), that any feRe collected for services performed
by CONTRACTOR shall be spent only for service provision, These
Lees or other program income will be deducted from the regular
reimbursement request.
C. CONTRACTOR shall include this Section in its entirety in
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all of its sub-contracts which involve other income-producing
services or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income, arising directly or
indirectly from this Agreement, or the performance thereof,
constitutes program income. CONTRACTOR is responsible to CITY for
the zepayment of any and all amounts determined by CITY to be
program income, unless otherwise approved in writing by CITY.
XII.
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current., separate, and complete disclosure of the status
of the funds received under this Agreement, in compliance with the
provisions of Exhibit B, attached hereto, and with any other
applicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Agreement or any
applicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records,
documents, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
under this Agreement for the period of time and under the
conditions specified by CITY.
C. Nothing in the above suLgections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clevrly reflect the level and benefit of
services provided under this Agxo ment.
r" D. At any reasonable time and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, HUD, or any
of their authorized representatives, all of its records and shall
i permit CITY, HUD, or any of their authorized representatives to
audit, examine, make excerpts and copies of such records, and to
conduct audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions or employment and all other data
requested by said representatives,
o XIII, a
REPORTS AND INFORMATION
At such times and irk such form as CITY may require, CONTRACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Agreement.
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CONTRACTOR shall submit quarterly beneficiary and financial
reports to CITY no less than once each three months. The
beneficiary report shall detail client information, including race,
income, female head of household and other statistics required by
CITY. The financial report shall include information and data
relative to all programmatic and financial reporting as of the
beginning date specified in section I of this Agreement,
Unlese written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
with ten (10) days after receipt of such=
XIV.
NONIT=LNO AND SVALVATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Agreement=
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and objectives, which are attached
hereto as Exhibit A, as well as other provisions of this Agreement,
C. CONTRACTOR agrees to cooperate fully with CITY in the I
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsi-
bilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
{ bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR.
}
XV.
DIRECTORS' HIRTINGS
During the term of this Agreement, CONTRACTOR shall cause to
be delivered to CITY copies of all notices of meetings of its Board
• of Directors, setting forth the time and place thereof. Such r
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. CONTRACTOR understands
and agrees that CITY representatives shall be afforded access to
all of the Board of Directors' meetings.
Minutes of all meetings of CONTRACTOR's governing body shall
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be available to CITY within ten (10) working days of approval.
XVI.
INSURANCE
A. CONTRACTOR shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Agreement.
B. The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
activities, shall be covered by premise liability insurance,
commonly referred to as "Owner/Tenant" coverage with CITY named as
an additional insured. Upon request of CONTRACTOR, CITY may, at
its sole discretion, approve alternate insurance coverage arrange-
ments.
C. CONTRACTOR will comply with applicable workers' compensa
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. CONTRACTOR will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
CONTRACTOR. All employees of CONTRACTOR who are required to drive
a vehicle in the normal scope and course of their employment must
possess a valid Texas driver's license and automobile liability
insurance. Evidence of the employee's current possession of a
valid license and insurance must be maintained on a current basis
in CONTRACTOR's files.
E. Actual losses not covered by insurance as required by
this Section are not allowable costs under this Agreement, and
remain the sole responsibility of CONTRACTOR,
I XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval, a written
• plan for compliance with the Equal Employment and Affirmative
Action Federal provisions, within thirty (30) days of the effective
date of this Agreement.
8. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports re-
quested by the 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,
ice/ D. In the event of CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Agreement in whole or in part, and CONTRACTOR may be barred from
further contracts with CITY.
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XVIII.
PERSONNEL POLICIES I
1
Personnel policies shall be established by CONTRACTOR and
shall be available for examination. Such personnel policies shall:
A. Be no more liberal than CITY's personnel policies,
procedures, and practices, including policies with respect to
employment, salary and wage rates, working hours and holidays, I
fringe benefits, vacation and sick leave privileges, and travel;
and
B. Be in writing and shall be approved by the governing body
of CONTRACTOR and by CITY,
XIX.
CONFLICT OF INTEREST
i
A. CONTRACTOR 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.
CONTRACTOR 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. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is j
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he has
family, business, or other ties.
1
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 (7.) 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! or (2) have any interest, direct or
• indirect, in this Agreement or the proceeds thereof.
,
XX.
NEPOTISM
a!
CONTRACTOR shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is j
• currently employed by CONTRACTOR, or is a member of CONTRACTOR'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. j
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XxI.
POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used, either directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content of
legislation.
B. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used for or applied directly or indirectly to the construction,
ope.•at.ion, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity.
xxll.
PUBLICITY
A. where such action is appropriate, CONTRACTOR shall
publicize the activities conducted by CONTRACTOR under this
Agreement. In any news release, sign, brochure, or other
advertising medium, disseminating information prepared or
distributed by or for CONTRACTOR, mention shall be made of the U.S.
Department of. Housing and Urban Development's Community Development
Block Grant Program funding through the City of. Denton having made
the project possible.
D. All published material and written reports submitted I
under this project must be originally developed material unless I
otherwise specifically provided in this Agreement. When material
not originally developed is included in a report, the report shall
identify the source in the body of the report or by footnote. This
provision is applicable when the material is in a verbatim or
extensive paraphrase format.
All published material submitted under this project shall
• include the following reference on the front cover or title pager
This document is prepared in accordance with the
City of Denton's Community Development Block Grant
Program, with funding received from the United States
Department of Housing and Urban Development.
C. All reports, documents, studies, charts, schedules, or
• other appended documentation to any proposal, content of basic •
proposal, or contracts and any responses, inquiries, correspondence
and related material submitted by CONTRACTOR shall become the
property of CITY upon receipt.
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XXIII.
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is
preparing or submitting any application for funding in accordance
with the following procedures:
A. When the application is in the planning stages,
CONTRACTOR shall submit to CITY a description of tEe funds being
applied for, and the proposed use of funds.
B. Upon award of or notice of award, whichever is sooner,
CONTRACTOR shall notify CITY of such award and the effect, if any,
of such funding on the funds and program(s) contracted hereunder.
Such notice shall be submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by CONTRACTOR, together with copies of the budget, program
description, and Agreement.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXIV.
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 provije i
that another method shall be used.
B. CONTRACTOR may noL make transfers between or among
approved line-items within budget categories set forth in Exhibit B
without prior written approval of CITY. CONTRACTOR shall request,
in writing, the budget revision in a form prescribed by CITY, and
such request for revision shall not increase the total monetary
obligation of CITY under this Agreement. In addition, budget
revisions cannot significantly change the nature, intent, or scope
of the program funded under this Agreement,
•
C. CONTRACTOR will submit revised budget and program in-
formation, whenever the level of funding, for CONTRACTOR or the
program(s) described herein is altered according to the total
levele contained in any portion of Exhibit B.
D. 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. CITY may, from time to time during the term of the
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Agreement, request changes in Exhibit A which may include an
increase or decrease in the amount of CONTRACTOR's compensation.
Such changes shall be incorporated in a written amendment hereto,
as provided in Subsection A of this Section.
F. Any alterations, deletions, or additions to the Contract
Budget Detail. incorporated in Exhibit B shall require the prior
written approval of CITY.
0, CONTRACTOR 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 the change.
H. CONTRACTOR shall notify CITY of any changes in personnel
or governing board composition.
1. It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or arong said programs will be permitted.
XXV.
SUSPENSION OF FUNDING
i
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to CONTRACTOR, withhold further payments to
CONTRACTOR. Such notice may be given by mail to the Executive
officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
for cure.
The period of such suspension shall be of such duration as is
appropriate to accomplish corrective action, but in no event shall
it exceed thirty (30) calendar days. At the end of the suspension
period, if CITY determines the default or deficiency has been
r satisfied, CONTRACTOR may be restored to full compliance status and
paid all eligible funds withhela or impounded during the suspension
• period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated,
XXVI.
TERMINATION
A. CITY may terminate this Agreement with cause for any of
the following reasons:
• O
(1) CONTRACTOR'S failure to attain compliance during any
prescribed period of suspension as provided in Section XXV,
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Agreement.
(3) Termination or reduction of funding by the United
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States Department of Housing and Urban Development,
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition
as to endanger performance under this Agreement;
(b) has allocated inventory to this Agreement
substantially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs
of performance of this Agreement in the ordinary course `
o" business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR,
r
(6) CONTRACTOR's inability to conform to changes
required by Federal, State and local laws or regulations as
provided in Section IV, and Section XXIV (D), of this
Agreement.
(7) The commission of an act of bankruptcy.
(8) CONTRACTOR's violation of any law or regulation to
which CONTRACTOR is bound or shall be bound under the terms of
the Agreement.
CITY shall promptly notify CONTRACTOR in writing of the
decision co terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding sources specified in Exhibit S.
a. CITY may terminate this Agreement for convenience at any
time. If this Agreement is terminated by CITY for convenience,
t4 CONTRACTOR will be paid an amount not to exceed the total of
accrued expenditures as of the effective date of termination. In
no event will this compensation exceed an amount which bears the
• same ratio to the total compensation as the services actually
performed bears to the total services of CONTRACTOR covered by the
Agreement, less payments previously made.
C. CONTRACTOR may terminate this Agreement in whole or in
part by written notice to CITY, if a termination of outside funding
occurs upon which CONTRACTOR depends for performance hereunder.
• CONTRACTOR may opt, within the limitations of this Agreement, to •
seek an alternative funding source, with the approval of CITY,
provided the termination the outside funding source was not
occasioned by a breach of contract as defined herein or as defined
in a contract between CONTRACTOR and the funding source in
question.
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CONTRACTOR may terminate this Agreement upon the dissolution
of CONTRACTOR'S organization not occasioned by a breach of this
Agreement.
D. Upon receipt of notice to terminate, CONTRACTOR shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Agreement.
CITY shall not he liable to CONTRACTOR or CONTRACTOR's creditors
for any expenses, encumbrances or obligations whatsoever incurred
after the termination date.
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, CONTRACTOR shall not be relieved of
liability to CITY for damages sustained by CITY by virtue of any
breach of the Agreement by CONTRACTOR, and CITY may withhold any
reimbursement to CONTRACTOR until such time as the exact amount of
damages due to CITY from CONTRACTOR is agreed upon or otherwise
determined.
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is
made or brought by any person(s), firm, corporation or other entity
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action; the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that instituted
or threatened to institute any type of action or proceeding; the
basis of such claim, action or proceeding; and the name of any
person(s) against whom such claim is being made or threatened. Such
written notice shall be delivered either personally or by mail..
XXVIII.
INDMIFICATION
A. It is expressly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR as an independent
• contractor and that as such, CONTRACTOR shall save and hold CITY,
its officers, agents and employea■ hRrmlov a from all liability of
any nature or kind, including costa and expenses for, or on account
of, any claims, audit exceptions, demands, suits or damages of any
charac'. whatsoever resulting in whole or in part from the per-
formai.ae or omission of any employee, agent or representative of
CONTRACTOR.
• B. CONTRACTOR agrees to provide the defense for, and to •
indemnify and hold harmless CITY its agents, employees, or
~„rl contractors from any and all claims, suits, causes of action,
demands, damages, losses, attorneys fees, expenses, and liability
arising out of the use of theme contracted funds and program
administration and implementation except to the extent caused by
the willful act or omission of CITY, its agents or employees.
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xxlx.
MISCNLLANNOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Agreement or any interest therein, or any claim arising there-
under, to any party or parties, 'mink, trust company or other finan-
cial institution without the prior written approval of CITY.
S. 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 CONTRACTOR 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 r.)nsti-
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 CONTRACTOR. 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, understand-
ing or other commitment antecedent to this Agreement, whether
written or oral, shall have no force or effect whatsoever; nor f
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Agreement, or subse-
quent thereto, have any 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, ordinanceq or regulations, CITY as the party ultimate-
ly responsible to HUD for matters of compliance, will have the
final authority to render or to secure an interpretation,
F, For purposes of this Agreement, all official communica-
tions and notices among the parties shall be deemed made if sent
postage paid to the parties and address set forth below:
TO Cry; TO CONTRACTOR:
City Manager Director
City of Denton Denton Texas Special Olympics
215 E. McKinney 5t. 225 East Sherman
Denton, Texas 76201 Denton, Texas 76201
A
PAGE 18
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the ry,, day of Zim" ,Qei..., 1995.
CiT~f OF ON
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ATTEST;
JENNIFER WALTERS, CITY SECRETARY
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APPR D TO LEGAL FORM;
HERB T PROUTY ITY ATTORNEY
BY; l A~ 'f'ry I V sta.,/
Denton Texas Special Olympics
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HOAAAD SIECRETARY
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RXHIBIT "A"
WORK STATEMENT
TEXAS SPECIAL OLYMPICS
1
s DENTON DYNAI`,iOS
The Denton Dynamos Special Olympics is a non-profit organization that provides year-round
sports training and athleti . competition In a variety of Olymple-11rpe sports for children and
adults with mental retardation, giving them continuing opportunities to develop physical
fitness, demonstrate courage, experience joy and participate IA the sharing of gifts, skills and
friendship with their families, other Special Olympians 8nd the community, Special Olympics
is also an opportunity for these athletes to succeed at something as well as anyone.
k The Denton Dynamos have approximately 120 mentally retarded individuals that are
challenged year round with an exceptional sports program. Athletes flee offered training and
competition In athletics (track and field), bowling, basketball, softball, gymnastics, cycling
and golf, Each ,port requires a minimum of eight weeks of training prior to competition and
also requires travel to both a winter and summer state games.
"Join the World of Winners" is our theme this year for our volunteers. The volunteers of
Special Olympics are the basic building blocks needed to support this outstanding program.
Funding from the city will assisi us In ensuring all athletes have the opportunity to travel to
a all meets required for their sports.
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EXHIBIT "B" E
TEXAS SPECIAL OLYMPICS
DENTON DYNAMOS
CDBO BUDGET
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ti Lodging 19 rooms/6 nights ® $50.001night/room $5,700
(60 Athletes, 15 coaches & volunteers at 4/rooms for two State Meets)
Meals 75 athletes, coaches, volunteers/8 days $15.00/day/person $9,000
4
Transportation
Vehicle
I chartered bus from Denton-Austin-Denton $1,200
I chartered bus from Denton-San Antonio-Denton $1,200
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Fuel
Bowling Area Meet - 3 vans @ 100 miles round trip 0 $.22/mile $ fib
Athletic Area Meet - 3 vans @ 100 miles round trip @ $.22/mile $ 66
Softball t Three tournaments)
Prison toum,- 2 vans @ 100 miles round trip 4 $.22/mile $ 44
Area tourn, - 2 vans @ 100 miles round trip 0 $,22/mlle $ 44
Abilene toum - 2 vans 0 360 miles round trip 0 $.22/mile
Total $17,480 "
M CDHO Funding $15,000
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AOREEMENT BETWEEN T7i8 CITY OF DENTON
AND ° 01.1
This Contract is made and entered into by and between the City
of Denton, a home-rule municipal corporation of the state of Texas,
acting by and through its City Manager, pursuant to ordinance,
hereinafter referred to as "CITY", and Denton Independent School
District for the Teens Taking Responsibility for Parenting Success
Program, 1307 North Locust, Denton, Texas 76201, hereinafte_
referred to as "ORGANIZATION".
WHEREAS, CITY has received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act of 1974, as amended; and
r WHEREAS, CITY has adopted a budget for such funds and included
therein an authorized budget for expenditure of funds for child
care for students enrolled in the Denton Independent School Die-
trict; and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this contract
and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage ORGANIZATION to carry out such
project;
NOW, THEREFORE, the parties hereto agree, and by the execu-
tion hereof are bound to the mutual obligations and to the per-
formance and accomplishment of the conditions hereinafter de-
scribed,
S.
TERM
This Contract shall commence on or as of October 1, 1994, and
/ shall termlpate on September 30, 1995, unless extended by CITY.
Requests for extension must be in writing and are to be submitted
s to the Community Development Office on or before the termination
date.
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II.
RESPONSIBILITIES
ORGANIZATION hereby accepts the responsibility for the perfor-
mance of all services and activities, described in the Work State-
ment, attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, :n accordance with the terms herein.
CITY will consider ORGANIZATION'S executive officer to be ORGANIZ-
ACION's representative responsible for the management of all
contractual matters pertaining hereto, unless written notification
to the contrary is received from ORGANIZATION, and approved by
CITY.
CITY's Community Development Administrator will be CITY's B„
representative responsible for the administration of this contr"ct.
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CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse ORGANIZATION for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding any other
provision of the Contract, the total of all payments and other
obligations made or incurred by CITY hereunder shall not exceed the
sum of $6,000.00.
B. Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by ORGANIZATION,
CITY shall make payments to ORGANIZATION based on the Budget
attached hereto and incorporated herein for all purposes as Exhibit
B, subject, to the ].imitations and provisions set forth i.n this
section and Section VII of this Contract.
(1) CITY shall not be liable for any cost or portion
thereof which:
(a) has been paid, reimbursed or ie subject
to payment or reimbursement, from any other
source;
(b) was incurred prior to the beginning date,
or after the ending date specified in sec-
tion I;
(c) is not in strict accordance with the
terms of this Contract, including all exhibits
attached hereto; or
(d) has not been billed to CITY within ninety
(90) calendar days following billing to ORO-
ANIZATION, or termination of the Contract,
whichever date is earlier,
j (2) CITY shall not be liable for any cost or portion
• thereof which is incurred with respect to any activity of ORO-
ANIZATION requiring prior written authorization from CITY, or
x` after CITY has requested that ORGANIZATION furnish data
concerning such action prior to proceeding further, unless and
urtil CITY advises ORGANIZATION to proceod.
(3) CITY shall not be obligated or liable under this
0 Contract to any party other than ORGANIZATION for payment of
any monies or provision of any goods or services.
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IV.
COMPLIANCE WITH STATE AND LOCAL LAWS
ORGANIZATION shall comply with all laws of the United States j
of America and the State of Texas and ordinances of CITY in the
performance of this contract.
V.
REPRESENTATIONS
A. ORGANIZATION assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Contract.
B. The person or persons signing and executing this Contract
on behalf of ORGANIZATION, do hereby warrant and guarantee that he,
she, or they have been fully authorized by ORGANIZATION to execute
this Contract on behalf of ORGANIZATION and to validly and legally
bind 'RGANIZATION to all terms, performances and provisions herein
set forth.
C. CITY shall have the right, at its option, to either
temporarily suspend or permanently terminate this Contract if there
is a dispute as to the legal authority of either ORGANIZATION or
the person signing the Contract to enter into this Contract.
ORGANIZATION is liable to CITY for any money it has received from
CITY for performance of the provisions of this Contract if CITY has
suspended or terminated this Contract for the reasons enumerated in
this Section.
D. ORGANIZATION agrees that the funds and resources provided
ORGANIZATION under the terms of this Contract will in no way be
substituted for funds and resources from other sources, nor in any
way serve to reduce the resources, services, or other benefits
which would have been available to, or provided through, ORGANIZA-
TION had this Contract not been executed.
it
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• VI.
PERFORMANCE BY ORGANIZATION
ORGANIZATION will. provide, oversee, administer, and carry out
all of the activities and services set out in the Work Statement,
attached hereto and incorporated herein for all purposes as
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and sufficient payment for Full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Contract. j
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No modifications or alterations maybe made in the Work State-
ment without the prior written approval of CITY's Community
Development Administrator.
VII.
PAYMENTS TO ORGANIZATION
A. Payments to ORGANIZATION. CITY shall pay to ORGANIZATION
a maximum amount of money totaling $6,000 for services rendered
under this Contract. CITY will pay these funds on a reimbursement
basis to ORGANIZATION within twenty days after CITY has received
supporting documentation. ORGANIZATION's failure to request reim-
bursement on a timely basis may jeopardize present or future
funding.
Funds are to be used for the sole purpose of paying for child
care as shown in the Budget, Exhibit B.
S. 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 end 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 Contract! or
(3) is not supported by adequate documentation to fully
justify the expenditure.
C. Deobligation of rands. In the event that actual expendi-
tures deviate from ORGANIZATION's provision of a corresponding
level of performance, as specified in Exhibit A, CITY hereby
.deserves the right to reappropriate or recapture any such under-
expended funds.
D. Contract Close Out, ORGANIZATION shall submit the
Contract close out package to CITY, together with a final expendi-
ture report, for the time period covered by the last invoice
requesting reimbursement of funds under this Contract, within
y fifteen (15) working days following the close of the contract
period. ORGANIZATION shall utilize the form agreed upon by CITY
i; and ORGANIZATION.
V I
' • 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,
PAGE 4 R
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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 condition 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 date, there has been no
material change, adverse or otherwise, in the financial condition
of ORGANIZATION.
C. No litigation or legal proceedings are presently pending
3 or threatened against ORGANIZATION related to the program described
in Exhibit A.
D. None of the provisions herein contravenes or is in con-
flict 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 Contract
and accept payments hereunder, and has taken all necessary action
to authorize such accel:tance under the terms and conditions of this f
Contract.
F. None of the assets of ORGANIZATION is 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.
I
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment,
ZX
COVRNANTS
1 During the period of time that payment may be made hereunder
and so long as any payments remain unliquidated, ORGANIZATION shall
not, without the prior written consent of CITY'a Executive Director
of Planning and Development or his authorized representative:
(1) Sell, convey, or lease all or a substantial part of
its assets; or
♦ (2) Sell, donate, lend or transfer any equipment or item
of personal property purchased with funds paid to ORGANIZATION
by CITY, unless CITY authorizes such transfer,
I
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`77
R.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
I directly and specifically in the performance of and in compliance
t with this contract and in confonnance with the standards and
2 provisions set forth in Exhibits A and B.
B. Approval of ORGANIZATION's budget, Exhibit 8, does not
constitute prior written approval of the expenditure of funds, even
though certain items may appear herein. CITY's prior written
r authorization is required in order for the following to be con-
sidered allowable costs:
'a
(1) Encumbrance or expenditure during any one-month
period which exceeds one-fifth (1/5) of any budgeted line
items for costs as specified in Exhibit B,
(2) CITY shall not be obligated to any third parties,
including any subcontractors of ORGANIZATION, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Contract.
F
(2) Out of town travel.
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are con-
ducted.
(5) Any alterations, deletions or additions to the `
Personnel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
w (7) Any fees or payments for conbultant services.
n
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are ORGANIZATION's
responsibility and shall be made within sufficient time to permit
a thorough review by CITY. ORGANIZATION must obtain written
approval by CITY prior to the commencement of procedures to solicit
or purchase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
e this Contract must be conducted in its entirety in accordance wli-h
the provisions of this Contract.
PAGE 6 w4'
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XI.
MAINTENANCE OF RECORDS
A. ORGANIZATION agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Contract, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
financial management. ORGANIZATION's record system shall contain
is sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve ORGANIZATION of fiscal accountability and
liability under any other provision of this Contract or any ap-
plicable law. ORGANIZATION shall include the substance of this
provision in all subcontracts,
B. ORGANIZATION agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
under this Contract for the period of time and under the conditions
specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve ORGANIZATION of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Contract.
D. At any reasonable time and as often as CITY may deem
necessary, ORGANIZATION shall make available to CITY, or any of its
authorized representatives, all of its records pertaining to the
TTRIPS Program and shall permit CITY, or any of its authorized
representatives to audit, examine, make excerpts and copies of such
records, and to conduct audits of all contracts, invoices,
materials, payrolls, records of personnel, conditions ur employment
and all other data relating to the program requested by said
representatives.
XII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, ORGANIZA-
TION shall furnish such statements, records, data and information
as CITY may request and deem pertinent to matters covered by this
Contract.
• ORGANIZATION shall submit regular performance reports to CI'T'Y
no leas than once each three months, with the first report due on
or before December 1, 1994. The performance report shall detail
client information, including race, income and other such statis-
tics required by CITY, ORIANIZAT7.ON agrees to gather information
and data relative to all prrgrammatic and financial reporting as of
the beginning date specifi,,3 in Section II and furnish quarterly to
PAGE 7
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CITY a report of all income received and funds expended. The fi
such report is due on December 1994.
If the agency receives federal funds in excess of $25,000 from
any source, or if for any reason an independent audit is conducted,
ORGANIZATION agrees to submit an audit conducted by independent
ex~,niners within 10 days after receipt of such.
XIII.
HOUITORINd AND BVAMATION
A. perform on-site monitoring of ORGANIZATION's
performance under .`.is Contract.
B. ORGANIZATION agrees thaC CITY may carry out monitoring
and evaluation activities to ensure adherence by ORGANIZATION to
the work Statement, and Program Goals and objectives, which are
attached hereto as Exhibit A, as well as other provisions of this
Contract.
C. ORGANIZATION agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation reeponsi-
bilitiee,
D. ORGANIZATION agrees to cooperate in such a way so as not
to obstruct or delay CITY in such monitoring and to designate one
of its staff to coora'.nate the monitoring process as requested by !
CITY staff.
E. After each official monitoring visit, CITY shall provide
ORGANIZATION with a written report of monitoring findings.
F. ORGANIZATION shall submit to CITY copies of any fiscal,
management, or audit reports by any of ORGANIZATION's funding or
regulatory bodies which relate to any service described in Exhibit
;I A within ten (10) working days of receipt by ORGANIZATION. Also,
• ORGANIZATION agrees to submit a copy of its annual audit within ten
(10) days of receipt.
XIV.
DIRECTORS' MEETINGS
During the term of this Contract, ORGANIZATION shall cause to
• be delivered 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 descrip-
tion of the matters to be discussed, ORGANIZATION understands and
agrees that CITY representatives shall be afforded access to all
meetings of the its Scard of Directors,
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Minutes of all meetings of ORGANIZATION's governing body shall
be available to CITY within ten (10) working days of approval.
xv.
INSURANCE
A. ORGANIZATION shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Contract.
A. ORGANIZATION shall require each child care facility to
have premise liability insurance commonly referred to as "Own-
er/Tenant" coverage and general liability insurance coverage in
amounts set forth in the TEX. HUM. RES. CODE ANN. 5 42.0491 (Vernon
Supp. 1995) for the premises on and in which the activities
described to Exhibit A are conducted.
C. ORGANIZATION will comply with applicable workers' compen-
sation statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. ORGANIZATION will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
ORGANIZATION. All employees of ORGANIZATION who are required to
drive a vehicle in the normal scope and course of t'neir employment
must possess a valid Texas driver's license and automobile liabil-
ity insurance. Evidence of the employee's current p'jssession of a
valid license and insurance must be maintained on a current basis
in ORGANIZATION'S fileE.
E. Actual losses not covered by insurance as required by
this Section are not allowable costs under this contract, and
remain the sole responsibility of ORGANIZATION.
r XVI. „
EQUAL OPPORTUNITY
;',i • A. ORGANIZATION shall submit for CITY's approval a written
plan for compliance with the Equal Employment and Affirmative.
Action Federal provisions, within thirty (30) days of the effective
date of this Contract.
B. ORGANIZATION aha-l comply with all applicable equal
employment opportunity and affirmative action laws or regulations.
C. ORGANIZATION will, furnisY,all information and reports re-
quested by CITY, and will permit access to its books, recordu, and
accounts fur purposes of investigation to ascertain compliance with
local, state and Federal. rules and regulations.
PAGE 9
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D. In the event of ORGANIZATION's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
contract in whole or in part, and ORGANIZATION may be barred from
further contracts with CITY.
XVII.
CONFLICT OF INTEREST
P... 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 Contract. ORGANIZ-
ATION further co,?^nants that in the performance of this Contract,
no person having such interest shall be employed or appointed as a
member of its governing body.
H. ORGANIZATION further covenants that no member of its
governing body or its staff, subcontractors or employees shall
pussess any interPUt in or use his position for a purpose that is
or gives the ap,,earance of being motivated by desire for private
gain for himsr-lf, or others, particularly those with which he has
family, buplness, 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 Contract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or association in which he has direct or
indirect interest; or (2) have any interest, direct or indirect, in ki
this Contract or the proceeds t,-.ereof.
XVIII. r
NEPOTISM
~i ORGANIZATION shall nut employ in any paid capacity any person ~
to perform the services described in Exhibit A who is a member of
the immediate family of any person who is currently 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.
XIX.
~ - FUNDING APPLICATIONS ~
ORGANIZATION agrees to notify CITY each time ORGANIZATION is
preparing or submitting any application for funding for the program
described in Exhibit B in accordance with the following procedures:
PAGE 10 0
J ~4 )i ♦y ~
I AN-
1AT l*. S P 4 ` Y'Y>Ai.~ s
.
A. When the application is in the planning stages, ORG-
ANIZATION shall submit to CITY a description of the funds being
applied for, and the proposed use of funds.
B. Upon award of or notice of award, whichever is sooner,
ORGANIZATION shall notify CITY of such award and the effect, if
any, of such funding on the funds and program(s) contracted
hereunder. Such notice shal.l be submitted to CITY, in writing,
within ten (10) working days of receipt of the notice of award or
funding award by ORGANIZATION, together with copies of the budget,
program description, and contract.
C. ORGANIZATION shall not use funds provided hereunder,
either directly or indirectly, as a contribution, or to prepare
applications to obtain any federal or private funds under any
federal or private program without the prior written consent of
1 CITY.
XX.
CHANGES AND AK12MHENTS
A. Any alterations, additions, or deletions to the terms of
this Contract shall be by written amendment executed by both
parties, except when the terms of this Contract expressly provide
that another method shall be used.
B. ORGANIZATION may not make transfers between or among ap-
proved line-items within budget categories set forth in Exhibit B
without prior written approval of CITY. ORGANIZATION shall
request, in writing, the budget revision in a form prescribed by
CITY, and such request for revision shall not increase the total
monetary obligation of CITY under this Contract. In addition,
budget revisions cannot significantly change the nature, intent, or
scope of the program funded under this Contract.
Cr ORGANIZATION will submit revised budget and program in-
formation whenever the level of funding for ORGANIZATION or the
program(s) described herein is altered according to the total
r levels contained in any portion of Exhibit B.
D. 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 Contract, Any such modi-
ficatione are to be automatically incorporated into this Contract
without written amendment hereto, and shall become a part of the
• Contract on the effective date specified by the law or regulation. ~ •
E. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY,
PAGE 11
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F. ORGANIZATION agrees to notify CITY of any proposed change
in physical location for work performed under this Contract at i
least thirty (30) calendar days in advance of the change.
M G. ORGANIZATION shall notify CITY of any changes in
personnel in the TTRIPS Program or its governing board composition.
H. It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or among said programs will be permitted,
i
XXI.
SUSYRNSION OF FUNDING
Upon determination by CITY of ORGANIZATION'S failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to ORGANIZATION, withhold further payments to
ORGANIZATION. Such notice may be given by mail to the Executive
Officer and the Board of Directors of ORGANIZATION. The notice
shall set forth the default or failure alleged, and the action
required for cure.
The period of such suspension shall be of such duration as is
adpropri.ate to accomplish corrective action, but in no event shall
it exceed thirty (30) calendar days. At the end of the suspension
period, if CITY determines the default or deficiency bas been sat-
isfied, ORGANIZATION may be restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that ORGANIZATION has not
come into compliance, the provisions of Section MIT may be
effectuated.
XXII.
TERMINATION
A. CITY may terminate this Contract with cause for any of
• the following reasons:
(1) ORGANIZATION's failure to attain compliance during
any prescribed period of suspension as provided in Sec-
tion XXII.
(2) ORGANIZATION'S violation of covenants, agreements or
• guarantees of this Contract. j
(3) Termination or reduction of funding by the United i
t5 states Department of Housing and Urban Development,
e
PAGE 12
41 IM q,
•
(4) Finding by CITY that ORGANIZATION:
(a) is in such unsatisfactory financial condition
as to endanger performance under this Contract;
(b) has allocated inventory to this Contract sub-
etantially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs
of performance of this Contract in the ordinary course of
business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of ORGANIZATION's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against ORGANIZATION.
(6) ORGANIZATION's inability to conform to changes
required by Federal, State and local laws or requla.ions as
provided in Section IV, and Section XXI (D), of this Contract.
(7) The commission of an act of bankruptcy.
(8) ORGANIZATION's violation of any law or regulation to
which ORGANIZATION is bound or shall be bound under the terms
of the Contract.
CITY Whall promptly notify ORGANIZATION in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination may be made to other
funding sources specified in Exhibit B.
B. CITY may terminate this Contract for convenience at any
time. If this Contract is terminated by CITY for convenience,
ORGANIZATION will be paid an amount not to exceed the total of
accrued expenditures as of the effective date of termination. In
no event will this compensation exceed an amount which bears the
same ratio to the total compensation as the services actually
• performed bears to the total services of ORGANIZATION covered by
the Contract, leas payments previously made,
C. ORGANIZATION may terminate this Contract in whole or in
part by written notice to CITY, if a termination of outside funding
occurs upon which ORGANIZATION depends for performance hereunder.
ORGANIZATION may opt, within the limitations of this Contract, to •
• seek an alternative funding source, with the approval of CITY,
provided the termination by the outside funding source was not
occasioned by a breach of contract as defined herein or as defined
fr in a contract between ORGANIZATION and the funding source in
question.
PAGE 13 I 0
, r '1 ' Y ~C 4}~L 5
All
i
1
t
ORGANIZATION may terminate this Contract upon the dissolution
of ORGANIZATION not occasioned by a breach of this Contract.
D. Upon receipt of notice to terminate, ORGANIZATION shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Contract.
CITY shall. not be liable to ORGANIZATION or ORGANIZATION's
creditors for any expenses, encumbrances or obligations whatsoever
incurred after the termination date. i
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, ORGANIZATION shall not be relieved of
liability to CITY for damages sustained by CITY by virtue of any
breach of the Contract by ORGANIZATION, and CITY may withhold any
reimbursement to ORGANIZATION until such time as the exact amount
of damages due to CITY from ORGANIZATION is agreed upon or other-
wise determined.
XXIII.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is
made or brought by any person (a), firm, corporation or other entity
against ORGANIZATION, ORGANIZATION shall give written notice
thereof to CITY within two (2) working days after being notified of
such claim, demand, suit or other action. Such notice shall state
the date and hour of notification of any such claim, demand, suit
or other action; the names and addresses of the person (a), firm(s),
corporation(s) or other entity(ies) making such claim, or that
instituted or threatened to institute any type of action or
proceeding; the basis of such claim, action or proceeding; and the
name of any person(s) against whom such clam is being made or
threatened. Such written notice shall be delivered either personal-
ly or by mail.
XXXV.
MISCELLANEOUS
A. ORGANIZATION shall not transfer, pledge or otherwise
assign this Contract 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 contract 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. A
XXV.
CONFLICT OF INTRREST
A. ORGANIZATION covenants that neither it nor any member of
its governing body presently has any interest, direct or indirect,
PAGE 14
,.w.
•
•
F
I
which would conflict in any manner or degree with the performance
of services required to be performed under this Contract, ORGANIZ-
ATION further covenants that in the performance of this Contract,
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 it staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he 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 responsihilities
in the review or approval of the undertaking or carrying out of
this Contract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or associat+on in which fie has direct or
indirect interest; or (2) have any interest, direct or indirect, in
this Contract or the proceeds thereof.
XXVI.
INDDIIFICATION
A. It is expressly understood and agreed by both parties
hereto that CITY i.a 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 per-
formance 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 con-
tractors from any and all claims, suits, causes of action, demands,
• damages, losses, attorneys fees, expenses, and liability arising
out of the use of these contracted funds and program administration
and implementation, except to the extent caused by the willful act
or omission of CITY, its agents, employees, or contractors.
r•
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 Contract constitute •
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.
PAGE 15
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No representative or agent of CITY may waive the effect of this
provision.
i
D. This Contract, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
ing or other commitment antecedent to this contract, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Contract, or subse-
quent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
amendment of this Contract.
E. If CITY pays ORGANIZATION funds which have been granted
by the Federal Government, in the event any disagreement or dispute
should arise between the parties hereto pertaining to the interpre-
tation or meaning of any part of this Contract or its governing
rules, codes, laws, ordinances or regulations, CITY, as the party
ultimately responsible to HUD for matters of compliance, will have
the final authority to render or to secure an interpretation. r
F. For purposes of this Contract, all official communica-
tions and notices among the parties shall be deemed made as of the
date mailed if sent postage paid to the parties and addresses set
forth below:
~Q CITY; TO ORGANIZATIONI
City Manager Superintendent
City of Denton Denton Independent School District
~
215 E. McKinney St, 1307 North Locust
Denton, Texas 76201 Denton, Texas 76201
i
r
~I~1TNESS O kHICH this Contract has been executed on this
A.' the 1„WEday of 19 .
i:1
4 CITY OF DENTON
1f'i ~,~J
L 0 D ELL, C Y MANAGER
PAGE 16
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
i
BY:
APPR AS LEGAL FORM:
MICHA A. BUCEK, ACTING CITY ATTORNEY
t BYo7
DENTON INDEPENDENT SCHOOL
DISTRICT
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i BY:
~ / ALBERT THOMAS I
/ SUPERINTENDENT
ATTEST:
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SECRETARY
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EXHIBIT "A"
F. '
Work Statement i
Denton independent School District
(Teens Taking Responsibility for Parenting Success Program)
The Teens Taking Responsibility for Parenting Success Program will
provide assistance with child care costs for the children of
students enrolled in the Denton Independent School District.
xa Students must meet eligibility criteria before receiving services
through the Program.
Currently, there are 21 children of eligible students and 21
pregnant students who are eligible for child care assistance. With
child care averaging $65 to $70 per week per child, monthly
expenses should average $5,000. Billing will occur on a monthly
basis.
l Eligible child care facilities must be either licensed by the State
of Texas or a registered family home.
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EXHIBIT "B°
Budget
Denton Independent School District
(Teens Taking Responsibility for. Parenting Success Program)
Child Care Reimbursement . . . . . . . . • . . . .$&,000
r based upon receipts received
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1995 - lt~6 AO TY OF DENTON
AND '
This Contract is made and entered into by and hetween the City
of Denton, a Texas municipal corporation, acting by and through its
City Manager, pursuant to ordinance, hereinafter referred to as
CITY, and Denton Independent School District, 1307 North Locnst,
Denton, Texas 76201, hereinafter referred to as "ORGANIZATION"4
'
WHEREAS, CITY has received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act of 1974, as amended; and
WHEREAS, CITY has adopted a budget for such funds and included
therein an authorized budget for expenditure of funds for
assistance to the homeless families; and
WHEREAS, CITY has designated the Community Development Office
as the divieion responsible for the administration of this contract
and all matters pe_-taining thereto; and
WHEREAS, CITY wif;hes to engage ORGANIZATION to carry out such `
project;
NOW, THEREFORE, the parties hereto agree, and by the ergcu-
tion hereof are bound to the mutual obligations and to the per-
formance and accomplishment of the conditions hereinafter
described.
1.
TERM
This Contract shall commence on or as of October 1, 1995, and
shall terminate on September 30, 15964
II.
RESPONSIBILITIES
I
A ORGANIZATION, hereby accepts the responsibility for the perfor-
mance of all services and activities, described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein,
CITY will confider ORGANIZATION's executive officer to be
ORGANIZATION's I•dpresentative responsible for the management of all
contractual matters pertaining hereto, unless written notification
A to the contrary is received from ORGANIZATION, and approved by A
CITY.
The CITY'S Communi`y Development Administrator will be CITY's
representative responsible for the administration of this contract,
(
s
IIZ.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse ORGANIZATION for
expenscy incurred pursuant hereto in accordance with the project
budget included an a part of Exhibit k. Notwithstanding any other
provision of His Contracts, the total of all payments and other
obllgations made or incurred by CITY herew.der shall not exceed the
sum of $10.000.00.
B, Measure of Liability. Ir r.eiderat:ion of full and
satisfactory services and activities nereunder by ORGANISATION,
CITY shall mate payments to ORGANISATION based on the Budget:
attached hereto and incorporated herein for all purpones as Exhibit
B, subject to the limitations and provisions set: forth in this
Section and Section VII of this Contract.
(1) CITY shall not be liable for any coat o..' portl.on
thereof which;
(a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other
source;
(b) w,is incurred prior to the beginning date,
or afte tle ending date specified in
Section T;
(c) is not: in etricC accordance with the
terms of this Contract, including all. exhibii:s
attached hereto; or
IV (d) has not been billed to CITY aithin thirty
(30) calendar days foilowing billing to
ORGANIZATION, or c.ermination of the Contract,
whichever date in earlier,
(2) CITY shall. n'c be liable for any cost or portion
• thereof which is incurreci with respect to any activity of.
ORGANIZATION requiring pri.)r written authorization from CITY,
or after CITY has requested that ORGANIZATION furnish data
concerning such action prior to proceeding further, unless and
until CITY advises ORGANIZATION to proceed.
(3) CITY shall not be obligated or liable under this
Contract to any party other than ORGANIZATION for payment of
any monies or provision of any goods or services.
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
ORGANIZATION shaii comply with all laws of the United States
I
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•
•
a., i.. .l .i ♦:..1..:. . a♦ -I_ :.rim. ala\f. rl fi F -"r \'w:irY e. r.
of America and the State of Texas and ordinances of the City of
Denton in the performance of this contract.
V.
REPRESENTATIONS
A. ORGANIZATION assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Contract.
B. The person or persons signing and executing this Contract
on behalf of ORGANIU TION, do hereby warrant and guarantee that he,
she, or they have been fully authorized by ORGANIZATION to execute
this Contract on behalf of CONTRACTOR and to validly and legally
bind ORGANIZATION to all terms, performances and provisions herein
eet forth.
C. CITY shall have the right, at its option, to either
temporarily suspend or permanently terminate this Contract it there
is a dispute as to the legal authority of either ORGANIZATION or
the person signing the Contract to enter into this Contract.
ORGANIZATION is liable to CITY for any money it has received from
CITY for performance of the provisions £ this Contract if. CITY has
suspended or terminated this Contract for the reasons enumerated in
this Section.
D. ORGANIZATION agrees that the funds and resources provided
GROANIZATION under the terms of this Contract will in no way be
substituted for funds and resources from other sources, nor in any
way serve to reduce the resources, services, or other benefits
which would have been available to, or provided through,
ORGANIZATION had this Contract not been executed.
VI.
PERFORMANCE BY ORGANIZATION
ORGANIZATION will provide, oversee, administer, and carry out
• all of the activities and services set out in the Work Statement,
attached hereto and incorporated herein for all purposes as
Fxhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and sufficient payment for full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
0 of this Contract. •
No modifications or alterations may be made in the Work State-
ment without the prior written approval of the City's Community
Development Administrator.
PAGE 3
I
i
i
. r ;',.1'e.ly' ru y'N':.,.Ya4W k'S1MWW
VII.
PAYMENTS TO ORGANIZATION
A. Payments to Organization. The CITY shall pay to the
ORGANIZATION a maximum amount of money totaling $10,000 for
services rendered under this Contract. CITY will pay these funds
on a reimbursement basis to the ORGANIZATION within twenty days
after CITY has received supporting documentation. Those
ORGANIZATIONS who fail to request reimbursement on a timely basis, I
may jeopardize present or future funding.
Funds are to be used for the sole purpose of paying for child
care as shown in the Budget attached hereto ae Exhibit B.
H. Excess Payment. ORGANIZATION shah 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:
i
(1) has resulted in overpayment to ORGANIZATION: or
(2) has not been spent strictly in accordance with the
terms of this Contract; or
(3) is not supported by adequate documentation to fully
justify the expenditure.
C. Deobligation of Funds. In the event that actual expendi-
tures deviate from ORGANIZATION's provision of a corresponding
level of performance, as specified in Exhibit, A, CITY hereby
reserves the right to reappropriate or recapture any such under-
expended funds.
D. Contract Close Out, ORGANIZATION shall submit the
Contract close out package to CITY, together with a final
expenditure report, for the time period covered by the last invoice
F" requesting reimbursement of funds under this Contract, within ten
(10) working days following the close of the Contract period.
ORGANIZATION shall utilize the form agreed upon by CITY and
M ORGANIZATION.
4
VIII.
9PAR.RANTI89
4
r
L 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
PAGE 4 tR
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, r,... :,,(hav ...Y»h': 1.: r.te au',...+r.«+s, ...[tir.v.; h•r ~xYW.Wd4+n rh:NYIF!!tY3t1t9 ✓.•it„K4+tru,tN.~xA`D~7rusgJ!UPifKN klNCYtA6vWM!AWdii!#IJl4ttf]e+tn.4rlbNne„
by CITY and furnished to CITY, are complete, accurate and fairly
reflect the financial condition of ORGANIZATION on the date shown
on said report, and the results of the operation for the period
crvered by the report, and that since said date, there has been no
mat..erial change, adverse or otherwise, in the financial condition
q of ORGANIZATION,
r C. No litigation or legal proceedings are presently pending
or threatened against ORGANIZATION related to the program described
in Exhibit A.
it D. None of the provisions herein contravenes or is in con-
flict with the authority ender which ORGANIZATION is doing business
or with the provisions of any existing indenture or agreement of
ORGANIZATION.
i
E. ORGANIZATION has the power to enter into this Contract
and accept payments hereunder, and has taken all necessary action
to authorize such acceptance under the terms and conditions ~f this
Contract.
Each of these representations and warranties shall tie continu-
ing and shall be deemed to have been repeated by the subitA scion of
each request for payment.
Ix.
COVENANTS
During the period of tiote that payment may be made hereunder
and so long as any payments remain unliquidated, ORGANIZATION shall
not, without the prior writ~en consent of CITY's Executive Director
of Planning and Developme{t or his authorized representativet
(1) Sell, convene, or lease all or a substantial part of
its assets; or
(2) Sell, donate, lend or transfer any equipment or item
of personal property purchased with funds paid to ORGANIZATION
• by CITY, unless CITY authorizes such transfer,
r
X.
~a ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
0 this Contract and in conformance with the standards and provisions
net forth in Exhibits A and B.
B. Approval of OROANIZATIONIs budget, Exhibit B, does not
constitute prior written approval of the expenditure of funds, even
though certain items may appear herein.
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CITY's prior written authorization is required in order for the
following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month
period which exceeds one-fifth (1/5) of the total budget as
specified in Exhibit B.
(2) CITY shall not be obligated to any third parties,
including any subcontractors of ORGANIZATION, and CITY funds
f shall not be used to pay for any contract service extending
4 beyond the expiration of this Contract.
(3) out of town travel.
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are con-
ducted. f
(5) Any alterations, deletions or additions to the I
Personnel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are ORGANIZATION's
responsibility and shall be made within sufficient time to permit
a thorough review by CITY. ORGANIZATION must obtain written
approval by CITY prior to the commencement of procedures to solicit
or purchase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
this Contract must be conducted In its entirety in accordance with
the provisions of this Contract.
XI.
MAZVT•BNANCE` OF RECORDS
A. ORGANIZATION agrees to maintain records that will provide
i. accurate, current, separate, and complete disclosure of the status
of the funds received under this contract, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
financial management. ORGANIZATION'S record system shall contain
sufficient documentation to provide in detail full support and
• justification for each expenditure. Nothing in this Section shall
be construed to relieve ORGANIZATION of fiscal accountability and
liability under: any other p.roviaion of this Contract or any ap-
plicable law. ORGANIZATION shall include the substance of this
provision in all subcontracts.
B. ORGANIZATION agrees to retain all books, records, docu-
ments, veports, and written accounting policies and procedures ,
PAGE 6 .
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pertaining to the operation of programs and expenditures of funds
under this Contract, for the period of time and under the conditions
specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve ORGANIZATION of responsibility for retaini.n.- accurate and
current records which clearly reflect the level and benefit of
services provided under this Contract.
D. At any reasonable time and as often as CITY may deem
necessary, the ORGANIZATION shall make available to CITY, or any of
i its authorized representatives, all of its records and shall permit
CITY, or any of its authorized representatives to audit, examine,
make excerpts and copies of such records, and to conduct audits of
all contracts, invoices, materials, payrolls, records of personnel,
conditions or employment and all other data requested by said
representatives.
XII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, -
ORGANIZATION shall furnish such statements, records, data and
information as CITY may request and deem pertinent to matters
covered by this Contract.
ORGANIZATION shall submit regular performance reports to CITY
no less than once each three months. The performance report shall
detail client information, including race, income and other such
statistics required by CITY. ORGANIZATION agrees to gather
information and data relative to all programmatic and financial
reporting as of the beginning date specified in Section II and
furnish quarterly to CITY a report of all income received and funds
expended.
If the agency receives federal funds in excess of $25,000 from
any source, or if for any reason an independent audit is conducted,
ORGANIZATION agrees to submit an audit conducted by independent
examiners within 10 days after receipt of such.
• XIII.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of ORGANIZATION's
performance under this Contract,
B. ORGANIZATION agrees that CITY may carry out monitoring
• and evaluation activities to ensure adherence by ORGANIZATION to •
the Work Statement, and Program Goals and Objectives, which are
attached hereto as Exhibit A, as well as other provisions of this
Contract.
C. ORGANIZATION agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
PAGE 7
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CITY to effectively fulfill its monitoring and evaluation responsi-
bilities. I~
D. ORGANIZATION agrees to cooperate in such a way so as not
to obstruct or delay CITY in such monitoring and to designate one i
of its staff to coordinate the monitoring process as requested by i
CITY staff.
E. After each official monitoring visit, CITY shall provide
ORGANIZATION with a written report of monitoring findings.
F. ORGANIZATION ohall submit copies of any fiscal,
management., or audit reports by any of ORGANIZATION's funding or
regulatory bodies to CITY within ten (10) working days of receipt
by ORGANIZATION.
XIV.
DIRECTORS' MEETINGS
During the term of this Contract, ORGANIZATION shall cause to 1
be delivered to CITY copies of all notices of meetings of its Hoard
having subject matter relating to this Agreement, 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.
Minutes of all meetings of ORGANIZATION'S governing body sha7.1
be available to CITY within ten (10) working days of approval.
XV.
INSV ANCE
A. ORGANIZATION shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Contract.
B. ORGANIZATION shall require each child care facility to
have premise liability insurance commonly referred to as
"Owner/Tenant" coverage and general liability insurance coverage in
`i amounts set forth in the TEX. HUM. RES, CODE ANN. 5 42,0491 (Vernon
5upp. 1995) for the premise on and in which the activities
•
described t,) Exhibit A are conducted.
C. ORGANIZATION will comply with applicable workers'
compensation statutes and will obtain employers' liability coverage
where available and other appropriate liability coverage for
program participants, if applicable.
D, ORGANIZATION will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
ORGANIZATION. All employees of ORGANIZATION who are required to
drive a vehicle in the normal scope and course of their employment
must possess a valid Texas driver's license and automobile
liability insurance. Evidence of the employee's ~__rent possession
PAGE 8
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•
of a valid license and insurance must be maintained on a current
basis in ORGANIZATION's files.
E. Actual losses not covered by insurance as required by
this Section are not allowable costs under this Contract, and
remain the sole responsibility of ORGANIZATION.
XVI.
EQUAL OPPORTUNITY
A. ORGANIZATION shall submit fox CITY's approval a written
plan for compliance with the Equal Employment and Affirmative
Action Federal provisions, within thirty (30) days of the effective
date of this Contract.
B. ORGANIZATION shall comply with all, applicable equal
employment opportunity and affirmative action laws or regulations.
C. ORGANIZATION will furnish all information and reports re-
quested by the 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,
D. In the event of ORGANIZATION's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Contract in whole or in part, and ORGANIZATION may be barred from
further contracts with CITY.
XVII.
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 per£o:•mance
of services required to be performed under this Contracc, -
ORGANIZATION further covenants that in the performance of this
Contract, 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 position for a purpose that is f
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he has
family, business, or other ties,
C. No officer, member, or employee of CITY and no member of
i its governing body who exercises any function or responsibilities
in the review or approval of the undertaking or carrying out of
this Contract shall (1) participate in any decision relating to the
Contract which affects his personal interest or the interest in any
corporation, partnership, or association in which he has direct or
indirect interest; or (2) have any interest, direct or indirect, in
this Contract or the proceeds thereof.
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PAGE 9
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xvrrl.
NEPOTISM
ORGANIZATION shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is
currently 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.
1 XXIII, f
rUNDINO APPLICATIONS
t' ORGANIZATION agrees to notify CITY each time ORGANIZATION is
preparing or submitting any application for funding for the program
described in Exhibit B in accordance with the following procedures:
A. When the application is in the planning stages,
ORGANIZATION shall submit to CITY a description of the funds being
applied for, and the proposed use of funds.
B. upon award of or notice of award, whichever is sooner,
ORGANIZATION shall notify CITY of such award and the effect, if
any, of such funding on the funds and program(s) contracted
hereunder. Such notice shall be submitted to CITY, in writing,
within ten (10) working days of receipt of the notice of award or
funding award by ORGANIZATION, together with copies of the bu-iget,
program description, and contract.
C. ORGANIZATION shall not use funds provided hereunder,
either directly or indirectly, as a contribution, or to prepare
applications to obtain any federal or private funds under any j`
federal or private program without the prior written consent of
CITY.
XX.
CHANGES AND AMENDMENTb
A. Any alterations, additions, or deletions to the terms of
• this contract shall be by written amendment executed by both
parties, except when the terms of this Contract expressly provide
4 that another method shalt be used.
B. ORGANIZATION may not make transfers between or among ap-
proved line-items within budget categories set forth in Exhibit B
without prior written approval of CITY. ORGANIZATION shall
request, in writing, the budget revision in a form prescribed by
• CITY, and such request for revision shall not increase the total
monetary obligation of CITY under this Contract. In addition,
budget revisions cannot significantly change the nature, intent, or
scope of the program funded under this Contract,
C. ORGANIZATION will submit revised budget and. program in-
formation whenever the level of funding for ORGANIZATION or the
PAGE 10 f !
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k.~q,4 ~✓xl. li re,.:'1.ritt~ .hv:'.chAA'n'f,;'Rf'PiN..+M r,NWI\,.w program(s) described herein is altered according to the total
levels contained in any portion of Exhibit B.
D. 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 Contract. Any such modi-
fications are to be automatically incorporated into this Contract
without written amendment hereto, and shall become a part of the
Contract on the effective date specifiAd by the law or regulation.
E. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY.
F. ORGANIZATION agrees to notify CITY of any proposed change
in physical location for work performed under this Contract at
least thirty (30) calendar days in advance of the change.
G. ORGANIZATION shall notify CITY of any changes in
personnel or governing board composition.
H. It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
if funds between or among said programs will be permitted.
XXI.
SUSPENSION of FUNDING
Upon determination by CITY of ORGANIZATION's failure to timely
and properly perform each of the requirements, time conditions and
duties provided herein, CITY, without limiting any rights it may
otherwise have, may, at its discretion, and upon ten (10) working
days written notice to ORGANIZATION, withhold further payments to
ORGANIZATION. Such notice may be given by mail to the Executive
Officer and the Board of Directors of ORGANIZATION. The notice
shall set forth the default or failure alleged, and the action
required for cure.
The period of such suspension shall be of such duration as is
cl appropriate to accomplish corrective action, but in no event shall
• it exceed thirty (30) calendar days. At the end of the suspension
s period, if CITY determines the default or deficiency has been eat-
isfied, ORGANIZATION may be restored to full compliance status and
paid al: eligible funds wi.tl:held or impounded during the suspension
t. period. If, however, CITY determines that ORGANIZATION has not
come into compliance, the provisions of Section XXIII may be
effectuated.
• •
XXZI.
TERMINATION
A. CITY may terminate this Contract with cause for any of
the following reasons,
(1) ORGANIZATION'S failure to attain compliance during !
PAGE 11
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any prescribed period of suspension as provided in Sec-
tion XXII.
(2) ORGANIZATION'S violation of covenants, agreemenLa or
guarantees of this Contract.
(3) Termination or reduction of funding by the United
States Department of Housing and Urban Development.
(4) Finding by CITY that ORGANIZATION:
(a) is in such unsatisfactory financial condition
as to endanger performance under this Contract;
(b) has allocated inventory to this Contract
substantially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs
of performance of this Contract in the ordinary course of
business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of ORGANIZATION's property, or
institution of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against ORGANIZATION.
(6) ORGANIZATION's inability to conform to changes
required by Federal, State and local laws or regulations as
provided in Section IV, and Section XXI (D), or this Contract.
(7) The commission of an act of bankruptcy.
(B) ORG.'ANIZATION'a violation of any law or regulation to
which ORGANIZATION is bound or shall be bound under the terms
of the Contract.
CITY shall promptly notify ORGANIZATION in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
. funding sources specified in Exhibit B.
B. CITY may terminate this Contract for convenience at any
time. If, this Contract is terminated by CITY for convenience,
ORGANIZATION will be paid an amount not to exceed the total of
accrued expenditures as of the effective date of termination. In
no event will this compensation exceed an amount which bears the
same ratio to the total compensation as the services actually
• performed bears to the total services of ORGANIZATION covered by
the Contract, less payments previously made.
C. ORGANIZATION may terminate this Conl ,'t in whole or in
v part by written notice to CITY, if a termination _ outside funding
occurs upon which ORGANIZATION depends for perf -mance hereunder,
ORGANIZATION may opt, within the limitations o' phis Contract, to
seek an alternative funding source, with the approval of CITY,
a
PAGE 12
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provided the termination by the outside funding source was not
occasioned by a breach of contract as defined herein or as defined
in a contract between CONTRACTOR and the funding source in
question.
ORGANIZATION may terminate this Contract upon the dissolution
of ORGANIZATION not occasioned by a breach of this Contract.
D. Upon receipt oC notice to terminate, ORGANIZATION shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Contract. L
CITY shall not be liable to ORGANIZATION or ORGANIZATION's
creditors for any expenses, encumbrances or obligations whatsoever
incurred after the termination date.
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, ORGANIZATION shall not be relieved of
liability to CITY for daaagos sustained by CITY by virtue of any
breach of the Contract by ORGANIZATION, and CITY may withhold any
reimbursement to ORGANIZATION until such time as the exact amount {
of damages due to CITY from ORGANIZATION is agreed upon or
otherwise determined.
XXIII. 1
NOTIFICATION OF ACTION BROUGHT
i
In the event that any claim, demand, suit or other action is
made or brought by any person (a), firm, corporation or other entity
against ORGANIZATION in any way related to this Agreement or
services performed pursuant to this Agreement, ORGANIZATION shall
give written notice thereof to CITY within two (2) working days
after being notified of such claim, demand, suit or other action,
Such notice shall state the date and hour of notification of any
such claim, demand, suit or ,:her action; the names and addresees
of the person(s), firm, corporation or other entity making such
claim, or that instituted or threatened to institute any type of
action or proceeding; the basis of such claim, action or
proceeding; and the name of any person(s) against whom such claim
is being made or threatened. Such written notice shall be delivered
{ • either personally or by mail,
c' XXIV.
MISCILLANNOUS
A. ORGANIZATION shall not transfer, pledg:: or otherwise
assign this Contract or any interest therein, or any claim arising
thereunder, to any party or pantie, bank, trust company or other
• financial institution without the prior written approval of CITY. •
B. If any provision of this Contract 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.
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PAGE 13
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XXV.
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 cfricers, agents and employees harmless from all liakility of
any nature or kit!b, including costs and expenses for, or on account
of, any elsirs, audit exceptions, demands, suite or damages of any
character whatsoever resulting in whole or in part from the per-
formance or omission of any employee, agent or representative of I
ORGANIZATION.
B. ORGANIZATION agrees to provide the defense for, and to
indemnify and hold harmless CITY its agents, employees, or con-
tractors from any and all claims, suits, causes of action, demands,
damages, losses, attorney's fees, expenses, and liability arising
out of the use of these contracted funds and program administration
and implementation except to the extent caused by the willful act
or omission of CITY, its agents or employees.
TO C : TQ CONTRACI3 : .
City Manager Superintendent
City of Denton Denton Independent School District
215 E. McKinney St. ;307 North Locust
Denton, Texas 76201 Denton. Texas 76201
1W ITNESS CF IC t is Contract has been executed on this
the day of ,1995.
CITY OF "TON
i LLOYD V. HARRELL CI Y MANAGER
y
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
E BY: ,A/)
APPROVED AS TO LEC:1L FORM;
HERBERT PROUTY, CITY ATTORNEY
D'
BY: ~ ~I.
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DENTON INDEPENDENT SCHOOL
DI37RICT
BY: ALBERT THOMAS
SUPERINTENDRNI' 3
ATTFS7
SEC ETARY
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EXHIBIT "A"
wORK STATEMENT
DENTON INDEPENDENT SCHOOL DISTRICT
(Teens Taking Responsibility for Parenting Success Program)
The Teens Taking Responsibility for Parenting Success Program will provide assistance with
child care costs for the children of students enrolled in the Denton Independent School
District. Students must meet eligibility criteria before receiving services through the Program.
Billing will occur on a monthly basis. Eligible child care facilities must be either licensed by
the State of Texas or a registered family home.
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EXHIBIT W
BUDGET
k DENTON INDEPENDENT SCHOOL. DISTRICT
(Teens Taking Responsibility for Parenting Success grogram)
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S Child Care Reimbursement . $10,000
i based upon receipts received
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P
7iDYNAMIC HEALTH & PERFORMANCE; INC.
ns
l pnwing pcopl<, grouting Organizations
F" 16
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Thursday, January 05, 1995
Tom Klink
Director of Human Resources
City of Denton
601 E. Hickory Street
i Suite A
Denton, TX 76205
"j
Dear Tom:
f
I am very pleased that you, your employees, wellness committee and City
Council have endorsed Dynamic Health for another wellness yearl I am
honored, challenged and eager to build upon the work we have begun.
`l Enclosed please find the signed, original renewal agroement. I have retained a
copy.
} Your letter which accompanies this agreement is eloquently penned and would
F serve as an off active testimonial to the quality of our work for prospective
clients, Would you be willing, Tom, tc draft another letter consisting of just the
first paragraph of this letter and signed by you? I would use the letter when
asked for references from existing clients, Naturally, I would not want our
financial arrangements disclosed since you got SUCH A GREAT DEAL11I i
Thank you very much.
III ,
Sincerely,
{ Rebecca Bender, M.S., R.N.
6310 LB J Freeway, Suite 129 I)aIIdS, fexos 75240 • (214) 991.6233 FAX (214) 991-4802
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CfTy of DENTON, TEXAS DENTON MUNICfPAL COMPLEX # 601 E. HICKORY, SUITE A DENTON, TEXAS 76205
(817) 566.8340 DFW METRO 434.2529
I't December 22, 1994
Me. Rebecca Bender
President
Dynamic Health and Performance, Inc.
8320 L.BJ Freeway, Suitu 121
Dallas, TX 76240
Re: City of Denton Health Risk Assessment Contract - 1995
Renewal
Dear Rebecca:
It is with great enthi't -.am that I write you to outline our
agreements for a secot,v year of c'1r working relationship with
Dynamic, Health and Performance, Inc. As you know, from our
meeting on September 13th with the City Council, we have been
extremely pleased with the services of you and your staff in
this first year of our Employee Wellnese Program. It is
through your extra hard work, effort, and coordination with
ue *.fiat we achieved an over 66% voluntary participation level
in our first year. We are grateful for the high level of
customer service that you've demonstrated and we are looking
forward to another successful year in 19951
Thank you for your proposed price options for the City of
D9ntOn Health Risk Assessment and Wellness Program for 1996
provided during our meeting on September 7, 1994.
As we have discussed, this letter will serve as an amendment
to the contract with Dynamic Health and Performance, Inc.
executed with the City of Denton on March 24, 1994, and will
cover a new contract period of one year,
' The following outlines our agreements for the new period in
which Dynamic Health will provide services:
1. The cost for- each Health Risk Assessment (HRA) provided
will increase as follows:
$49.60 for up to 450 employees
$47.40 for 461 employees and over
2. The follow-up confidential individual health and
wellness consultation visits with the nurse will increase
to 20 minutes per employee
Vedl:aa'd to Quality Service"
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Rebecca Sender
December 22, 1994
Page 2
3, In addition to City-wida Executive Summary and Group
Reports on HRA results, Dynamic Health and Performance
will provide the following Executive Summary and Group
departmental reports at no additional cost to the City:
- City Management and others
- Fire
- Police
- Planning R
- Finance
- Transportations & Engineering
- Parks and Recreation
- library
- Solid Waste
E1ertric
- water/Waste Water
Any additional sorts of the data that are agreed upon
will be atthe rate of $60 per report series (Executive
Summary and Group Report).
The same arrangements will continue for the 1996 program,
i.e., City of Denton Wellness Committee members and other
staff will coordinate a schedule with Dynamic Health for
collection of employee questionnaires, blood work, height,
weight, etc., and coordination of follow-up visits with the
nurse(s). There will be agreed upon, scheduled dates, times,
locations, etc, for the primary employee participation
(lMay ikely ~ In July o 1996)ditional
program follow-up (most participation program or
The game invoice and payment arrangements will continue as we
practiced this year,
All other terms and conditions of the contract remain in
effect.
It is with the suthorlty of the City Council and City Manager
that I am altering the terms and conditions of our contract
as outlined.
We are looking forward to our spring program with excitement
and anticipate more employee participation. Hopefully, this
will mean those employees who participated this year will y
show much improvement. We expect to sae even more employees
participate and that those will improve as they have an
increased awareness of their level of health and wellness,
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December 22, 19114
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If you are in agreement with these new terms and conditions,
please indicate with your signature below.
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Thank you, again.
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{ sincerely,
Thomas rock,
Director of Human Resources
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E cc: Me. Betty McKean - Executive Director
$ Mr. Lloyd Harrell - City Manager
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ltUiDOCf\ORDING►iN,Nflf
ORDINANCE NO. I7 CO
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AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT WITH DYNAMIC HEALTH i PERFORMANCE
INC. FOR PROFESSIONAL SERVICES RELATING TO HEALTH SCREENING OF
EMPL401LEES OF E CITY OF ONE EXPENDITURE OF
FUNDS THEREF0RE AND PROVIDING AN EFFECTIVE DATE.
T8Z CotMCIL Of Tin CITY OT DZUT011 AZRZBY 0RDAXNBS
SFCPTON__L. That the city Manager is hereby authorized to
exacute an agreement between the City of Denton ane Dynamic Health
Performance Inc. for professional services relating to health
screening of employees of the City of Denton, under the terms and
conditions, contained in said agreement, whic: is attached hereto
and made a part hereof.
1=10 1I,_ That the City Council hereby authorizes the
expenditure of funds in the manner and amount as specified in the
agreement.
jZCTIOH =II. That this ordinance shall become effective immed-
iately upon its passage and approval.
1994.
PASSED AND APPROVED this thea~_ day of Ad~'
BOB CASTLEBERRY, MAY R
All'TEST:
fft JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
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LbAYICE CONTRACT
4: 26
THIS CONTRACT, made and S2 entered into by and bet ween Dynamic
Health & Performance Inc., ll,
Texa 75240 hereinafter referred to as the itysof Denton, Texas, hereinafter referred to"asnthec"City", shall
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become effective on the date of the last signature of any of the
parties hereto.
WHEREFORE, for and in consideration of the payments and mutual
covenant contained herein, agree n as for other good and valuable con-
sideration, I.
A. WORK. The contractor shall perform
of Denser is es in accorda ce
with this Service Contract, the City o Human es
Departagnt's "Request for Proposals", and the Contractor's bid pro-
posai, titled City of Denton Employee Wellness Proposal RFP 01597
art
dated February 18, 1994. Each of these documents
document are mad for pare
hereof by reference. A copy of except
Contractor's bid proposal is attached. A copy of the Contractor's
bid proposal is kept on file in the administrative offices of the
Human Resources Department. To the extent there is any conflict or
ambiguity between these documents, this Contract shall control.
The Contractor shall provide the following requested health
screening services:
A. Health screening of all eligible, as determined by City, full-
time and part-time employees and other eligible dependents, as
directed by City. The screening must be conducted on-site
using only registered nurse(s) for administration and interpre-
tation of health questionnaire. Blood samples will be drawn by
certified administering the following tests and gathering the cfo flowing
information:
1. Administering a Heath questionnaire which elicits data
regarding age, sex, height and weight, history, attitudes,
and habits regarding health, nutrition, exercise, drug use,
stress, mental health, interpersonal relationships, and
work.
2. Ascertaining each participant's resting blood pressure.
A Obtaining a blood chemistry from each participant with the
following assessments:
a. Total cholesterol
b. HDL cholesterol
c. Triglycerides with calculated LDL
d. HDL/LDL ratio
e. Glucose (diabetes) e
f, Hematocrit (anemia)
g, GGTP (liver function) 1- }
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has stool
4. Administering a a tcipant self-administered
family history aof
over and any p
colorectal cancer).
5. Ascertaining each participant's percent body fat.
6. Recording each participant's height and weight.
B. Individual reports on each participant.
Health evaluations shall be reviewed by a physician licensed to
practice medicine in the State of ^exas and contain a discus-
sion of each health factor and the results, interpretations,
and recommendations for each test conducted in the health
screeni, The documentgthe potential evaluation n health should risk lof each participant.
Individual visitations - the registered nurse will personally
visit with each individual participant to discuss the results
of the health risk assessment.
D. Provide individual and group health education and literature.
mit Director of written Human reports Resour es activity and accomplishments
E. Submit o
to I~
F. Health risk assessment conducted by registered nurse.
During the individual visitation with each participant, the {
registered nurse is strictly prohibited from referring any
participant to be found at risk to contractors, physicians,
specialists, and programs associated with the facility and its
corporate divisions. If it is found that significant health
risks exist, or if a participant wants a second opinion as to
the validity of a test result, he/she should be referred to
their personal family physician or physician of his choice. If
the participant o o rea
should be referred to a doctor's rs ral services for assine
tance.
G. Preare a summary
electing to participate in the Wellness Program, City of Denton participants
bu
~ 1. Aggregated for each test/health factor against a standard- ~
ized population.
2. statistics shall be provided fc;: each test/health factor
for the City as a whole by sex, age groups of 18250 26-15,
36-45, 46-55, 56+, and by department and division.
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3. A narrative shall accompany each factor describing that
factor's significance, the city of Denton results, and
corrective measures,
j H. The summary report shall make recommendations of priority needs
based upon the results of the health screening for the City of
Denton Wellness Program,
1. The
economic and Contractor shall of A cost benefit analysis of the of the J. The Contractor shall dopr vide hdatanaonipot potent-) tl-)sees
and
health screening
decreased productivity due to chronic health problems, absen-
teeism, or accidents.
for status
Dean ecutive summary of nton employees. P epere the
and
amo 1shall City submit
K ofewel wellness Contractor
conduct presenL..tion to Executives and City Council, if
requested.
2Y.
COMPENSATION. The City shall compensate the Contractor
subject to the terms and conditions of this Contract:
Up to 450 participants - $45,00 per participant
451 and over - $43.00 per participant
All other services will be provided at no charge. This Contract
may be terminated at any time by either party upon thirty (30) days
written notice to the other.
III.
TERM, The term of this Contract shall commence on the date of
• the last signature of any of the parties hereto and continue for
one year or until terminated.
RENEW, Contractor further egress the City may at its option,
Y' extend and amend the terms and conditions of this Contract for 2
successive 12 month terms if the City's City Manager and contractor
mutually agree on the amendments and that Contractor's prices for
• the services do not increase more than 104 for each new terra. •
.
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IV.
I
A, LOSSES FROM NATURAL CAUSES. Unless otherwise specified,
all loss or damage to the Contractor arising out of the nature of
the work to be done, or from the action of the elements, or from
any unforeseen circumstance in the prosecution of the same, or from
unusual obstructions or difficulties which may be encountered in
cost work, and apen a sustained and borne by the
the pr,'Osecu at o it Of own the
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B. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC.
The actor shall at for thetsafety of employees lantimes d others roneor near the work siteiand
shall comply with all applicable provisions of Federal, State, and
Municipal safety laws. The safety precautions actually taken and the their aatgitsydiscre ion as an independentlcontractthe or Contractor,
acting
IV.
PROTECTION AGAINST CLAIMS OF SUB-CONTRACTORS, EMPLOYEES, AND ES. it~willE defend, indemnify, andP hold theTheCityContractor
ha mless rfromtall
lawful demands of sub-contractors, its
claims
employeesiw and furnishers eof equipment and supplies incurred in the
red
fur i h rsatisfactorsoevidence
Y
furtherance oftheeContractoreshallthis
by the City,
that all obliations of the nature rged, or waived. If the iContractorifailsd to have s don
paid' discha
then the City may, at the option of the Contractor, either pay
directly any unpaid bills, of rthich the City has written notice, or
withhold from the sufficient/toulpiquidatepanyaandnallssuchflawful
Maims reasonably
clams until satisfactory ;vidence is furnished that all liabili-
ties have been fully dis4narged, whereupon payments to the Contrac-
oi shall be resumed
C be
event shall of this sentenceh
• contract; but, in no shall the provisions
construed to impose any obligation upon the City by either the
Contractor or its surety, v.
LAWS AND ORDINANCES, The Contractor shall at all times observe
and comply with all Federal, State, and local laws, ordinances, and
• and shall defend which inin any demnify and hold harmless the City against any
claim arising from the violation of any such laws, ordinances, and
• , or l regulations, whether by the If the Contractoobserver or ethatythe,work tis at
subcontractors, . notify the City in writing.
~ variance therewith, it shall promptly
If the contractor performs any work, knowing it to be contrary to
such laws, ordinances, rules and regulations, and without such
notice to the City, it shall bear ,Aall costs arising therefrom.
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VI.
ASSIGNMENT AND SUBLETTING. The Contractor further agrees that
it will retain personnel to control, and will give its personal
is Contrac I nd that it will not
attention to fulfillment of or otherwise t orasubletsaid Contract
assign by Power of Attorney,
ithout ature of therworknwill be sublethto anyoneaobj ctionable to the
fe
w the City. The Contractor further agrees that the subletting of any
portion or feature of the work or materials required in the per-
formance Contract shall n relieve its
full obligations to the City as pre)vided by this Contract.
VII.
INDEMNIFICATION. The contractor shal s a and Indemnify, and
hold harmless the City and its officers, agent
cdamages, claims, osts, including) reasonable demand attorney's tfees land
judgments stand all
and expenses arising out of or resulting form the performance of the
work, provided that any such damages, claims, losses, demands,
suits, judgments costs or expenses:
(1) Are attributable to bodily injury, sickness, disease,
death, or injury to or destruction of tangible property
including the loss of use resulting therefroml and
(2) Are caused in whole or in part by any negligent act or
omission of the Contractor, subcontracto`re oor them one
on
directly or indirectly employed by any
of whether or not its is any of caused e nmpartebyiabparty regardless indemni-
fied hereunder.
VIII.
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to INSURANCE. Without limiting any other obligations or liabili-
ties of the Contractor, the contractor and each subcontractor, at
;t{ their own expense shall, during the term of this Contract, purchase
and maintain the hereinafter stipulated minimum medical malpractice
insurance with companies duly licensed to do business within the
*,ter by AM. . icates
State of Texas and ogethe r with a e rated A- or of each policy statement .by thetissuingicompany
,
1 • that said policy shall not be canceled without thirty (30) days •
prior notice being given to the City of Denton, shall be delivered
to the City of Denton before the subject of this Contract
commenc- es. oTeo licym shallfalsthis o policy shall
the City ass an a minimum of additional insured 00.
Such p p
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CITY CONTRACTOR 1
City of Denton, Texas Dynamic Health & Performance, Inc.
ATTN: City Manager Attn: Rebecca Bender
215 E. McKinney 6320 LBJ Freeway, Suite 121
Denton, TX 76201 Dallas, Tex3e 75240
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.
X1.
THIS CONTRACT SHALL BE BINDING UPON THE PARTIES HERETO, their
successors, heirs, personal representatives, and assigns.
XII.
PAYMENT OF INVOICES. Normal payment terms are net thirty (30)
days from the invoice receipt date unless otherwise identified by
the vendor and accepted by the City. A minimum of ten (10) days is
normally required to process all payments. All checks are mailed B
to the vendor and may not be picked up. The City may withhold
payment for services not properly performed.
IN WITNESS WHEREOF, the parties have executed this Contract in
the year and de.y as set forth above.
DYN TH & PERFORMANCE CITY O DENTON TEXAS
v 01k- BY:
BY : _ }
ATTESTt
JENNIFER WALTERS, CITY SECRETARY
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AP OVED AS TO LEGAL FORMI
DEBRA A. DRAYOVITCH, CITY ATTORNEY
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BY:
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The Director of Huma Resources or h deof this signee os hereby
authorized t!o/ execute the terms and condition
! DATED: 7 BY
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STATE OF TEXAS
COUNTY OF DENTON j
AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF DENTON {I
AND JOE ERWIN
The City 01' Denton (the City), a municipal corporation located
in Denton Count;i, Texas, and Joe Erwin (the Consultant), agrees as
follows:
I. Services to be Performed by consultant. The City retains
the consultant to aLlSist the City in conducting a search for the
position of Fire Chief for the City by providing the following
r: services in a professional manner working as an independent
contractor not under the direct supervision and control of the city
commencing immediately upon execution of this agreement:
A. The Consultant shall meet with the City Manager, the
Executive Director of Emergency Services and Police Chief, the
Human Resources Director and other city staff as designated by the
City management to review the job specifications and job
description and obtain a consensus regarding desirable work
experience and personal characteristics.
B. The Consultant will research its files to identify
potential candidates or "leads" to potential candidates. The
Consultant will call. these individuals to determine suitability for
the Fire Chief' vacancy or to solicit suggestions of other possible
candidates. The Consultant will serve as the repository for all
resumes and will acknowledge the receipt of each candidate's resume
by lettor.
C. After the closing date for filing resumes, the
consultant will carefully review and analyze each resume by
conducting a paper screening on all candidates to include an
evaluation of a candidate's meeting/not meeting the minimum
qualifications, assessing the presentation of qualifications (on
paper), assessing the technical background of candidates (on
paper), etc. This screen will be based on the minimum
qualifications as outlined in the advertisements, recruitment
profile, and other job related criteria provided by the City, A
written report will be provided detailing the candidates'
qualifications against the selection criteria. Anticipated 100-150
k candidates to be screened.
D. Upon identification of the candidates who best meet
the City's profile, the consultant will conduct a 90-45 minute
telephone interview on 15-20 semi-finalists to assess further the
suitability of the candidates for the Fire Chief position. The
consultant will develop, with the City representatives, the
APP0096B
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criteria and questions to be asked and answers to be assessed. The
Consultant will call each semi.-finalist, conduct the interview, and
retain all notes on each conversation. The consultant will prepare
and transmit a written report detailing the candidates, abilities
and qualifications based on the telephone screening interview.
I E. The Consultant will conduct at least two (2)
reference checks on each semi-finalist. The consultant will
prepare and transmit a written report detailing the evaluation of
the candidate and the report will include details of the
information on the candidate provided by the references. The
consultant will also prepare a written biographical summary on each
semi-finalist.
F. The consultant will present the names of the final
candidates to the City for consideration of panel interviews and
one-on-one interviews with city management.
G. The Consultant will, upon request by the city,
provide assistance in the development of employment terms. This
step would be accomplished upon evaluation of final candidates
references.
H. The Consultant will provide the City with weekly
oral progress reports on the search activity.
1. The Consultant will counsel city management in such
areas as the compensation, probability of candidate acceptance, f
relocation benefit package, and related mattere. The ultimate
responsibility regarding the employment and specific terms of
employment would be the sole responsibility of the City of Denton.
J. The consultant shall perform all serviceu in a
timely fashion, and shall complete same in accordance with
schedules established by the City Manager or its designee, as
necessary to carry out the terms and conditions of this agreement.
The Consultant understands and agrees that time is of the essence
in completing the services set forth in this agreement.
Ii. Compensation to be Paid Consultant. City agrees to pay
' the Consultant as follows:
} A. A fee of $6,500 for assisting the city with the
executive search; including travel expenses
incurred by the consultant related to the search.
The fee is payable as follows
A •
The Consultant shall bill the city through
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APP0096B j
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submission of invoices, statements and other
supporting data indicating the progress of the work 4
and the services performed showing who performed fI
the worK, what type of work was done, and the
details of all services performed,
B. The City shall be responsible for payment of out-
of-pocket expenses for items such as printing,
postage, applicant travel, and the expenses to
relocate the candidate employed.
C. Nothing contained in this section shall require the
City to pay for work which has not been
satisfactorily performed in accordance with the
y terms and conditions of this agreement.
III. Legal Status of candidate. City shall verify the
employment eligibility of the candidate referred by the Consultant
and hired by the City and provide the consultant with a photocopy
of the completed, verification form (1-9) immediately upon its
completion as required by the immigration Reform and Control Act of
1986.
IV. independent Contrtotor. The consultant is an independent
contractor and shall not be deemed to be considered an employee of
the Cicv for the purposes of income tax, withholding, social
security taxes, vacation or sick leave benefits, worker's
compensation, or any other City employee benefit. The Conaultant
shall control all ways and means incident to the proper performance
and completion of this Agreement,
V. Indemnifioation. The Consultant shall indemnify and holA
harmless the City its officers and employees from any and all
damages, loss of liability of any kind whatsoever, by reason of
injury to property or third persons to the extent directly and
proximately caused by the error, omission or negligent act of the
consultant, its officers, agents, employees, and invitees in the
j performance of this Agreement, and the Consultant will, at its cost
and expense, defend and protect the City against any and all such
claims and demands incl,ud Ug, without limitation, the payment of
q ` reasonable attorney fees and court costs incurred in the defence of
the City. k
l VI. Term, This Agreement shall begin on the date this
agreement has been executed by both parties and and when the all
services have been performed and all conditions of this Agreement `
have been satisfied unless sooner terminated under section VII
"Cancellation",
VIi. Cancellation. The City may cancel this Agreement at any
APP00960
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time by giving fourteen (14) days prior written notice. If this
contract is terminated prior to the hiring of a candidate,
consultant shall invoice and the City shall pay consultant for all
work satisfactorily completed up to the time consultant receives
the notice. If a candidate evaluated by Consultant is hired after
cancellation, the full fee shall be paid by City co Consultant.
All reports and other documents, or data, or work related to this
agreement shall become the property of the City upon termination of
this agreement.
VIII. Personnel. For the purpose of this agreement the key
persons who will be performing most of the work hereunder shall be
Joe Erwin who shall devote a substantial amount of time to
providing the services hereunder. However, nothing herein shall
limit the Consultant from using other qualified and competent
members of their firm to perform the services required herein. Any
such personnel shall. not be employees of or have any contractual
relationship with the city,
IX. Non Waiver. Approval of any report of other services by
the City shall not be deemed a release of the responsibility of the
consultant for the accuracy and competency of its work; nor shall
such approval be deemed to be an assumption of such responsibility
by the City for any defect in any report or other documents or
services prepared or provided by the Consultant, its employees,
officers, or agents.
X. Asaignability. The Consultant shall not assign ary
interest in this agreement and shall not transfer any interest in
this agreement (whether by assignment, novation, or otherwise)
without the prior written consent of the City.
XI. Governing Lax/Venue. For the purpose of determining
place of agreement and the law governing same, thi.z agreement is
entered into in the City and County of Denton, Texas, and shall be
governed by the laws of the State of Texas. Venue and jurisdiction
of any suit or cause of action arising under or in connection with
l` this agreement shall be exclusively in a court of competent
jurisdiction sitting in Denton County, Texan.
•
XII. Complianoe with Laws. The consultant shall comply with
all federal, state, and local laws, rules, regulations, and
j ordinances applicable to the work covered in this agreement.
X11. Captions. The captions or headlines of the sections and
paragraphs of this agreement are for informational purposes only
and shall not in any way affect the substantive terms or conditions
of this agreement.
Executed this the .15th day of _ 8e tember lyOB,
APP0096B
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L Y HARRELL
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY*
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j' APPROVED AS TC LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
BY:
/ JOE ERWIN, CONSULTANT
BY: I
That the Director of Human Resources i here!by designated as the
representative of the City of Denton to administer the provisions
of this Agreement.
DAT CITY MANAGER
ATTEST:
CI v R ARY
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AaRZDfM BETWBg1 THE CITY OF DSNTON
AND FAIFAAV3tt, XXCOR?OVAT=
This Agreement is made and entered into by and between the
City of Denton, Texas, a municipal corporation, acting by and
through its City Manager, pursuant to ordinance, hereinafter
referred to as CITY, and Fairhaven, Inc. Retirement Center, 2400 N.
Sell Avenue, Denton, Texas 76201, a not-for-profit corporation,
hereinafter referred to as CONTRACTOR.
WHEREAS, CITY hae received certain funds from the U. S.
Department of Housing and Urban Development under Title I of the
Housing and Community Development Act of 1974, as amended; and
WITEREAS, CITY has adopted a budget for such funds and included
therein an authorized budget for expenditure of funds for improve-
ments to the kitchen facility at the Fairhaven Retirement Center.
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this Agree-
ment and all matters pert-ining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project,
NOW, THEREFORE, the parties hereto agree, and by thr~ execution
hereof are bound to the mutual obligations and to the performance
end accomplishment of the conditions hereinafter described.
1.
TERM
This Agreement shall commence on or as of December 1, 1994,
and shall terminate on November 30, 2004, unless adjusted by CITY.
Request for such an adjustment must be in writing and is to be sub-
mitted to CITY's Community Development Office,
RESPONSIBIUITIES
CONTRACTOR hereby accepts responsibility for the performance
of all services and activities, described in the Description of
Improvements attached hereto as Attachment "A", in a satisfactory
and efficient manner as determined by CITY, in accordance with the
terms herein. CITY will consider CONTRACTOR's executive director
to be CONTRACTOR's representative responsible for the management of
all contractual matters pertaining hereto, unless written notifica-
tion to the contrary is received from CONTRACTOR, and approved by
CITY.
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CITY's Community Development Administrator will be CITY'a rep-
resentative responsible for the administration of this Agreement.
III.
CITY'S OBLIGATION
A. CITY c,hall provide funds in an amount not to exceed
$14,957 to assist CONTRACTOR in the improvements to the facility
located at 2400 N. Bell Avenue, Denton, Texas.
B. CONTRACTOR agrees to hold and save harmless CITY from any
and all loss, cost, or damage of every kind, nature or description
arising under this Agreement or from any source whatsoever.
C. CITY shall prepare agreements with CONTRACTOR and Archi-
tect and issue c'iecks to CONTRACTOR in accordance with the contrac-
ted schedule for performance payments.
D. CITY shall comply with HUD Office of Management and Bud-
get Circular A-87. CITY shall be responsible for perfurming an
environmental review.
E. This Agreement and the payments made hereunder are con- r
tangent upon receipt of U.S, Department of Housing and Urban De-
velopment Community Development Block Grant Funds, and shall ter-
minate immediately, not withstanding the provisions of Article XV
hereof, should such funds be discontinued for any reason,
IV.
COMPLIANCE WITH STATE AND LOCAL LAWS
CITY and CONTRACTOR agree to perform their duties in the Pro-
grams in compliance with the U.S. Department of Housing and Urban
Development Community Development Block Grant regulations.
V.
31 REPRESENTATIONS
!t A. CONTRACTOR warrants that it is the legal owner of the
property described in Article III, Section A and CONTRACTOR agrees
to allow CITY access to this site for inspection purposes. CON-
TRACTOR further agrees to allow CITY to bid and execute agreements
with CONTRACTOR for the repairs of Fairhaven Retirement Center.
B. CONTRACTOR shall continue to utilize the facility at 2440
N. Bell Avenue, Denton, Texas for a minimum of 10 years after Y
improvements are completed to provide affordable housing for low
and moderate income elderly persons in the community.
C. CITY is the only agent authorized to designate changes or
additions to the work to be performed. Any additions or changes to
the work authorized by CITY can only be done in writing with the
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signatures of CITY's City Manager, Mayor, or Community Development
Administrator, plus those of CONTRACTOR and its representatives.
vIr
COVENANTS
A. During the term of this Agreement, CONTRACTOR shall not,
without the prior written consent of CITY's Executive Director of
Planning and Community Development or his authorized representa-
tive, change the use, or function of the property.
(1) The proposed change must meet: one of the national objec-
tives and the Center must. not be used for the general
conduct of government.
(2) if it is deter-ined that the changes do not meet the
national goals for use, CONTRACTOR must dispose of the
property or reimburse this program in the fair market
amount of the property less the amount of private funds
put into the property.
B. CONTRACTOR shall comply with the uniform administrative
requirements, as described in Section 570,502 CDBG Handbook, a copy
of which is attached hereto,
VII.
PROGRAM INCOME
All fees collected for services are considered program income,
as described in Section 570.504 CDBG Handbook (see Attachment "D"),
and shall be retained by CONTRACTOR to be used for Program activi-
ties as previously described, Fiscal records are to be kept and
are to reflect the use of these funds.
VIII,
MAINTENANCE OF RECORDS
1 A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
t' of the funds received under this Agreement and with any other ap-
plicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
i sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section ahal.l
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Agreement or any ap-
plicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B, CONTRACTOR agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
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under this Agreement for the period of time and under the condi-
tiona specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of E
services provided under this Agreement.
D. At any reaso ble time and as often as CITY may deem
necessary, CONTRACTOR shall make available to CITY, or any of its
authorized representatives, all of its records and shall permit
CITY, or any of its authorized representatives to audit, examine,
make excerpts and copies of such records, and to conduct audits of
all contracts, invoices, materials, payrolls, records of personnel,
conditions or employment and all other data relating to the program
requested by said representatives.
E. CONTRACTOR shall give CITY, the U,S. Department of Hous-
ing and Urban Development, or any of their duly authorized repre-
sentatives, access to and the right to examine all books, accounts,
records, reports, files and other papers belonging to or in use by
CONTRACTOR pertaining to this Agreement, Such rights to access
shall. continue as long as the records are retained by CONTRACTOR.
IX.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Agreement.
If the CONTRACTOR receives federal funds in excess of $25,000,
from any source, or if for any reason an independent audit is con-
ducted, CONTRACTOR agrees to submit an audit conducted by indepen-
dent examiners within 10 days after receipt of such. rt
X.
MONITORING AND EVALUATION
CITY shall conduct a performance review of CONTRACTOR on an
annual. basis or as otherwise deemed necessary by CITY to evaluate
compliance with the provisions of this Agreement as necessary in
+ the performance of its duties of program accountability,
XI. i
INSURANCE
An insurance policy shall be secured by CONTRACTOR to cover
liability for a minimum of ten years as stipulated by CITY. A copy
of this policy shall be submitted to CITY's Community Development
Office within 30 days of contract execution, i
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XII.
EQUAL OPPORTUNITY
During the performance of this Agreement, CONTRACTOR is sub-
ject to Executive Order 11246, as amended, and, therefore, agrees
to the following;
(1) CONTRACTOR will not discriminate against any employee or
applicant for employment because of race, color, reli-
gion, sex, national origin, or familial status. CONTRAC-
TOR will take affirmative action to ensure that appli-
cants who are employed are treated during employment
without regard to their race, color, religion, sex,
national origin, or familial status, concerning such
employment, upgrading, demotion, or transfer; recruitment
or recruitment advertising; layoff or termination; rates
of pay or their apprenticeship. CONTRACTOR agrees to
post in conspicuous places, available to both employees F
and applicants for employment, notices to be provided by
CITY setting forth provisions of this nondiscrimination
clause.
(2) CONTRACTOR, in all. solicitations or advertisements for
employees placed by or on behalf of CONTRACTOR, shall
state that all qualified applicants will receive con-
sideration for employment without regard to race, color,
religion, sex, national origin, or familial status,
XIII.
CONFLICT OF INTEREST
CITY and CONTRACTOR state that to the best of their knowledge
no member of the City of Denton, Texas, and no officer, employee,
or agent of said authority (CITY) who exercises any function or
responsibilities in connection with the carrying out of the Program
y, to which this Agreement pertains hag a personal financial interest,
direct or indirect, in this Agreement,
• XIV.
POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve
any political activity (including, but not limited to, and activity
to further the election or defeat of any candidate for public
office) or any activity undertaken to influence the passage, defeat
• or final content of legislation, i
B. None of the performance rendered hereunder shall involve
or benefit in any manner aay sectarian or religious activity,
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XV.
TERMINATION
A. CITY shall have the right to terminate this Agreement, in
whole or in part, at any time whenever CITY determines that CON-
TRACTOR has failed to comply with any term of this Agreement. CITY
shall notify CONTRACTOR in writing at least thirty (30) days prior
to the date of termination, of the effective date of such termina-
tion, and in the case of partial termination, the portion of the
Agreement to be terminated. Property shall be subject to disposi-
tion under Sections 570.503(b)(e) & 570.504(b)(4&5) CDBU Handbook.
(See Attachment "B" and "C".)
B. CITY shall have the right to terminate this Agreement for
convenience, in whole or in part, with the consent of CONTRACTOR
and when both parties agree upon the termination conditions, inclu-
ding the effective date and the portion to be terminated.
C. CONTRACTOR shall have the right to terminate this Agree-
inent for convenience, in whole or in part, by written notificati.cn
to CITY, which shall include the reason for such termination, the
effective date and the portion to be terminated. If, in the case
of a partial termination, it is the determination of CITY that the
remaining portion of the award is not sufficient to accomplish the
project as described in the Description of Improvements, CITY may
require that the entire grant be terminated.
XVI.
INDEMNIFICATION
A. It is agreed and understood by the parties that all em-
ployeee and personnel furnished by the Center and engaged in the
work of the Fairhaven Retirement Center shall not be deemed employ-
ees of CITY and shall be responsible to and under the direction of
CONTRACTOR.
B. For purposes of this Agreement, all official communica-
tions and notices among the parties shall be deemed made as of the
date mailed if sent postage paid to the parties and address set for
below:
TO CITY; TO CONTRACTOR:
r
City Manager Director
City of Denton Fairhaven, Inc., Retirement. Ctr.
215 E. McKinney St. 2400 N. Bell Avenue
Denton, Texas 76207 Denton, Texas 76201
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IN W TNESS OF WHICH h s Agreement has been exectited on this
the day of _ 1995,
CITY OF DENTON
B U
LL D 441ARRELL, CITY MAN ER
ATTEST:
y JENNIFER WALTERS, CITY SECRETARY
h;
a '
ii BY
AP VED A TO LEGAL FORM:
MIKE BUCEK, ACTING CITY ATTORNEY
FAIRHAVEN INCORPORATED
BY:_
CHER HARDI ,
ADMINISTRATOR
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ATTACHMENT "A"
DESCRIPTION OF IMPROVEMENTS
This project shall consist of the repair and repainting of the
kitchen, dining room and beauty shop. Project will also include E,
purchase and installation of nevi appliancest dishwasher, freezer
and broiler.
, i
In addition, new stainless steel countertops will be purchased and j
installed, now shelving and storage containers will be purchased.
r WORKSTATEMENT
Fairhaven, Incorporated, Retirement C:erter
Fairhaven, Inc. Retirement center is a non-profit retirement facil-
ity for low and moderate income elderly persons. The Center has
nine units with rent subsidies. Individuals in these units pay no
more than 30k of their gross monthly income for housing. Contract
rent for all units is reviewed and approved by the US Department of
Housing and Urban Development, A minimum of 51k of all units will
be rented to low and moderate income elderly persons as required by
the Community Development Block Grant program,
Fairhaven has a total of nine part-time and five full-time staff
members. Staff members include an administrator, office staff, fI
cook, and maintenance workers. Activities for residents are provi-
ded on a re,,ilsr basis. 4
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ATTACHMENT "B"
24 CFR 570.505
The standards described in this section apply to real property
within the recipient's control which was acquired or improved in
whole or in part using CDBG funds in excess of $25,000• These star.-
dards shall apply from the date CDBG funds are first spent for the
property until five years after closeout of an entitlement recipi-
S ent's participation in the entitlement CDBG program or, with re-
spect to other recipients, until five years after the closeout of
t the grant from which the assistance to the property was provided.
(a) A recipient may not change the use or planned use of any such
property (including the beneficiaries of such use) from that
for which the acquisition or improvement was made unless the
recipient provides affected citizens with reasonable notice
of, and opportunity to comment on, any proposed change, and
either:
(1) The new use of such property qualifies as meeting
one of the national objectives in Section 570.208
and is not a building for the general conduct of
government; or
(2) The requirements in paragraph (b) of this section
are met.
(b) If the recipient determines, after consultation with affected
citizens, that it is appropriate to change the use of the
property to a use which does not qualify under paragraph
(a)(1) of this section, it may retain or dispose of the prop-
erty for the changed use if the recipient's CDBG program is
reimbursed in the amount of the current fair market value of
the property, less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, and
improvements to, the property.
• (c) if the change of use occurs after closeout, the provisions
governing income from the disposition of the real property in
Section 570.504(b) (4) or (5), as applicable, shall apply to
the use of funds reimbursed.
(d) Following the reimbursement of the CDBG program in accordance
with paragraph (b) of this section, the property no longer
• will be subject to any CDBG requirements, •
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ATTACHMENT "C"
24 CFR § 570.503
(a) Before disbursing any CDBG funds to a subrecipient, the recip-
ient shall sign a written agreement with the subrecipient.
The agreement shall runain in effect during any period that
the subrecipient has co.trol over CDBG funds, including pro-
gram income.
(b) At a minimum, the written agreement with the subrecipient
shall include provisions concerning the following items:
(1) Statement of Work._ The agreement shall include a de- j
scription of the work to be performed, a schedule for
completing the work, and a budget. These items shall be
in sufficient detail to provide a sound basis for the
recipient effectively to monitor performance under the
agreement.
(2) Records and geports, The recipient shall specify in the
agreement the particular records the subrecipient must
maintain and the particular reports the subrecipient must
submit in order to assist the recipient in meeting its
recordkeeping and reporting requirements.
(3) Proara,m Income. The agreement shall include the program
income requirements set forth in Section 570.504(c).
(4) Uniform Administrative Re lrements. The agreement shall
require the subrecipient to comply with applicable uni-
form administrative requirements, as described in Section
570.502.
(5) Qtb@,~o ram eauiremenLg. The agreement shall require
the subrecipient to carry out each activity in compliance
with all Federal lawn and regulations described in sub-
part K of these regulations, except that:
(i) The subrecipient does not assume the recipient's
environmental responsibilities described at Section
p 570. 6041 and
(ii) The subrecipient does not assume the recipient's
responsibility for initiating the review process
• under the provisions of 24 CFR Part 52. •
(6) Conditions for Religious Organizati ns, Where applica-
ble, the conditions prescribed by HUB for the use of CDBG
funds by religious organizations shall be included in the
agreement.
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(7) suspension arid _Termination. The agreement shall specify
that, in accordance with 24 CFR 85,43, suspension or
termination may occur' if the subrecipient materially
fails to comply with any term of the award, and that the
award may be terminated for convenience in accordance
with 24 CFR 85.44.
(8) qFVAM~ he agreement shall specify that
the subrecipient shall transfer to DBG funds on hand at the time of
expiration and any accounts receivable attributable to
the use of CDBG funds. It shall also include provisions
to the use of CDBG funds. it shall also include provi-
sions designed to ensure that any real property under the
subrecipient's control, that was acquired or improved in
whole or in part with CDBG funds in excess of $25,000 is
either;
(i) Used to meet one of the national objectives in sec-
tion 570,208 until five years after expiration of
the agreement, or for such longer period of time as
determined to be appropriate by the reci.pientr or
(ii) Disposed of in a manner that results in the recipi-
ent's being reimbursed in the amount of the current
fair market value of the property less any portion
of the value attributable to expenditures of non-
CDBG funds for acquisition of, or improvement to,
the property. (Reimbursement is not required after
the period of time specified in paragraph (b) (8)
(1) of this section,)
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ATTACHMENT "D"
24 CFR 5 570.504
(a) Recording Program Income. The receipt and expenditure of
program income as defined in Section 570.500(a) shall be
recorded as part of the financial transactions of the grant
program.
(b) Disnositigr of Prog Income Reces ed by Recinients._
(1) Program income received before grant closeout may be
retained by the recipient if the income is treated as
additional CDBG funds subject to all applicable require-
ments governing the use of CDBG funds.
(2) If the recipient chooses to retain program income, that
income shall affect withdrawals of grant funds from the
U.S. Treasury as follows:
(i) Program income in the form of repayments to, or
interest earned on, a revolving fund as defined in
Section 570.500(b) shall be substantially disbursed
from the fund before additional cash withdrawals
are made from the U.S. Treasury for the same activ-
ity, (This rule does not prevent a lump sum dis-
bursement to finance the rehabilitation of private-
ly owned properties as provided for in Section
570.513.)
(ii) Substantially all other program income shall be
disbursed for eligible activities before additional
cash withdrawals are made from the U.S. Treasury.
(3) Program income on hand at the time of closeout shall
continue to be subject to the eligibility requirements in
Subpart C and all other applicable provisions of this
'j part until it is expended.
(4) Unless otherwise provided in any grant closeout agree-
meet, and subject to the requirements of paragraph (b)
(5) of this section, income received after closeout shall
not be governed by the provisions of this part, except
that, if at the time of closeout the recipient has
another ongoing CDBG grant received directly from HUD,
t funds received after closeout shall be treated as program
income of the ongoing grant program.
(5) If the recipient does not have another ongoing grant
received directly from HUD at the time of closeout,
income received after closeout from the disposition of
real property or from loans outstanding at the time of
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part, except that such income shall be used for activi-
ties that meet one of the national objectives in Section
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570.208 and the eligibility requirements described in
section 105 of the Act.
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CONSULTING SERVICES CONTRACT BETWEEN THE
CITY OF DENTON AND C. DAVID HAN, P.E.
CONSULTANT (ANERICAN ENGINEERING)
The CITY OF DENTON, TEXAS, a Home Rule Municipality situated
in Denton County, Texas, hereinafter called "CITY" acting herein by
and through its City Manager, together with C. David Ham, hereinaf-
ter called "CONSULTANT", hereby mutually agree as follows:
i.
GOALS AND OBJECTIVES
CITY desires to contract with CONSULTANT for services in
assisting CITY in the acquisition of properties for the extension
of the City of Denton landfill on the east side of Mayhill Road.
I I
CONSULTANT'S SERVICES
CONSULTANT shall render services necessary for the completion
of this project as outlined below. CONSULTANT shall exercise the
same degree of care, skill and diligence on the performance of his
duties as is the prevailing standard in this region for profession-
al engineers acting as consultants under similar circumstances, and
CONSULTANT shall, at no cost to CITY, "re-perform" services which
fail to satisfy the foregoing standard of performance.
CONSULTANT, working as an independent contractor under the
general direction of CITY's Director of Environmental and Financial
Services, will have the following duties:
A. Coordinate preliminary acquisition of City designated proper..
ties for the extension of the City of Denton landfill with
current property owners, CITY's Engineering and Transportation
Department, CITY's Utilities Department, and other City
departments as applicable.
B. Conduct final acquisition of properties with current property
owners as directed.
C. Prepare Public Utilities Board and City Council agenda items
as directed,
D. Brief agenda items as directed.
CONSULTANT's duties may be modified, expanded or reduced as
mutually agreed upon in writing by the parties during the term of
this contract.
III.
CITY SERVICES
CITY agrees to provide the following services:
A. CITY shall decide the proposed offer price and payment for
each parcel of property.
}
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B. Provide CONSULTANT, at no cost, CITY clerical, legal and
coordination support pertaining to the acquisition of these
properties.
IV.
TERM OF AOREEMENT
CONSULTANT shall commence rendering services on January 17,
1995. This agreement will continue to be in effect until June 30,
1995. The contract term may be extended upon written agreement of
both parties. However, in no case shall the term be extended i
beyond the completed acquisitions of the above-referenced proper-
ties.
V.
COMPENSATION TO BE PAID CONSULTANT
CITY agrees to pay CONSULTANT for the services performed
hereunder as follows:
A. Amount of payment for services: CONSULTANT will charge CITY
on the basis of actual professional time spent. Payment for
services rendered will be based upon the rate of Forty Dollars
($40.00) per hour. The total amount of compensation for
services contained under this contract shall not exceed Six
Thousand Dollars ($6,000.00).
B. Reimbursement of expenses: CONQ'ULTAN'r's expenses shall be
reimbursed by CITY, provided that thcy are approved in advance
by the Director of Environmental and Financial Services.
C. Dates of payment: CITY will pay CONSULTANT within fourteen
(14) days of receipt of each bi-weekly invoice from CONSUL-
TANT.
VI.
SUPERVISION AND CONTROL BY CITY
It is mutually understood and agreed by and between CITY and
CONSULTANT that CONSULTANT is an independent contractor and shall
not be deemed to be, or considered, an employee of the City of
• Denton, Texas, for the purposes of income tax, withholding tax,
social security tax, vacation or sick leave benefits, worker's
compensation, or any other CITY employee benefits. CITY shall not
have supervision and control of CONSULTANT or any employees of
CONSULTANT, and it is expressly understood that CONSULTANT shall
perform the services hereunder at the general direction of the
Director of Environmental and Financial Services of the City of
• Denton, or his designee under this contract. •
t
PAGE 2 1
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VII.
SOURCE OF FUNDS
All paymente to CONSULTANT under this contract are to be paid
by the City Utilities Department from funds appropriated by the
City Council for such purposes in the Budget of the City of Denton.
VIII.
INDEMNIFICATION
CONSULTANT shall and does hereby indemnify and hold harmless
CITY from any and all damages, loss of liability of any kind what-
soever, by reason of injury to property or third person to the
extent directly and proximately caused by the error, omission or
negligent act of CONSULTANT in the course and the performance of
this contract, and CONSULTANT will, at his cost and expense, defend
and prc`_. --rc'Y against any and all such claims and demands.
IX.
CHOICE OF LAW AND VENUE
This contract shall be governed by the law of the state of
Texas, and venue for its construction and enforcement shall lie in
the courts of Denton County, Texas.
X.
CANCELLATION
CITY and CONSULTANT each reserve the right to cancel this
contract at any time by giving the other party fourteen (14) days
written notice of their intention to cancel. If this contract is
cancelled before completion, CITY agrees to compensate CONSULTANT
for services provided and expenses incurred prior to notice of
cancellation.
XI.
SEVERABILITY CLAUSE
If any section, subsection, paragraph, sentence, clause,
phrase or word in this contract, or application thereof to any
person or circumstance is held invalid by any court of competent
9 • jurisdiction, such holding shall not affect the validity of the
remaining portions of this contract, and the parties hereby declare
they would have enacted such remaining portions despite any such
invalidity. ry
Executed this day of1995'
CITY OF DENTON, TEXAS
BY: 41'*T HARRELL, CITY AGER
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY
APPROVED A,9 TO LEGAL FORM:
MICHAEL A. SUCEK, ACTING CITY ATTORNEY
BY:
C. DAVID HAM, P.E.
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1995 - 1996 AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
INTERBAITS MINISTRIES 01F DZNTON, INC-
This Agreement is hereby entered into by and batween the City
of Denton, Texas, a Home Rule Munl.cipal Corporation, hereinafter
referred to as "City", and Interfaith Ministries of Denton, inc.,
a non-profit corporation, P.O. Box 1744, Denton, Texas 76202,
hereinafter referred to as "Organization";
WHEREAS, City's Human Services Committee (HSC) has reviewed the
services of organization and has determined that organization per
forms an important service for the residents of Denl.nn without re
gard to race, religion, color, age or national origin, and HSC
recommends funding Organization; and
WHEREAS, City has determined that Organization merits assis-
tance and can provide needed services to citizens of City and has
provided funds in its budget for the purpose of paying for
contractual services;
NOW, THEREFORE, 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 may be
used:
A. Provide a jobs program to help people find employment.
B. Provide the RX+ Program, which provides medications for
persons 55 years of age and older.
C. Provide school supplies for children whose parents cannot
afford them, and a summer fans program for homes that do not have
j air conditioning.
•
D. Provide assistance with utility bills, sutiplemental housing
funds, emergency medication needs, and children'a clothing,
II. OBTIGATION5 OF ORGANIZATION
in consideration of the receipt of funds from City, Organiza-
tion agrees to the following terms and conditions: •
A, Seven Thousand-Five Hundred Dollars ($7,500.00) will be paid
to organization by City, and the only expenditures from this
amount, until such time as said funds are exhausted, shal). be in
accordance with the project budget attached hereto as Exhibit B and
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incorporated herein by reference for those expenses listed in the
scope of services as provided herein.
H. It will establish, operate, and maintain an account system
for this program that will allow for a tracing of funds and a
review of the financial status of the program.
C. It will permit authorized officials of City to review its
books at any time.
D. It Will Leduce to writing all of its rules, regulations, and
policies and file a copy with City's Community Development office
s along with any amendments, additions, or revisions whenever
adopted.
E. It will not enter into any contracts that wor.'d encumber
City funds for a period that would extend beyond the ce.:n of this
Agreement.
F. It will promptly pay all bills when submitted unless there
is a discrepancy in a bill; any errors or discrepancies in bills
shall be promptly reported to City's Executive Director of Finance,
or her authorized representative, for further direction.
G, it will appoint a representative who will be available to
meet with City's Executive Director of Finance and other City
officials when requested,
H. It will 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. It will submit to City copies of year-end audited financial
statements.
III. TIME OF PERFQRMANCE
The services funded by City shall be undertaken by organization
? • within the following time frame:
October 1, 1995 through September 30, 1995.
Y
Iv. PAYMENTS
A. Payments to organization, City shall pay to Organization
an amount of money not. to exceed Seven Thousand Five Hundred
Dollars ($7,500.00) for services rendered under this Agreement.
City will pay these funds on a reimbursement basis to Organization
within twenty days after City has received supporting document&.-
tion, Organization's failure to request reimbursement on a timely
basis, may jeopardize present or future funding.
PAGE 2 s
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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
has not been spent strictly in accordance with the terms
of this Agreement; or
3) totaling is not supported by adequate documentation to
fully justify the expenditure.
C. During any one month period, Organization will not request
more than one-fifth (1/5) of the total. budget for costs as
specified in Exhibit B.
D. Deobligation of Funds. In the event that actual expendi-
tures deviate from Organization's provision of a corresponding
level of performance, as specified in Exhibit A, City hereby
reserves the right to reappropriate or recapture any such under-
expended funds.
E. Contract Close Out. Organization shall submit the contract
close out package to City, together with a final expenditure
report, for the time period covered by the last invoice requesting
reimbursement of funds under this Agreement, within fifteen (15)
working days following the close of the contract period. Organiza
tion 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 moni-
tored. Organization agrees to make available its financial records
for review by City at City's discretion. In addition, organization
r 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.
i
C B. All external or internal evaluation reports.
C. Quarterly performance reports to be submitted in January,
April, July and September, to include the following data; •
1. Race;
2. Number of female households served;
PAGE 3 A
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3. Number of disabled individuals served; and
4. Client income range.
D. Organization agrees to submit quarterly financial statements
in January, April, July, and September. Each statement shall
include current and year-to-date period accounting of all revenues,
expenditures, outstanding obligations and beginning and ending
balances.
E. An explanal,ion of any major changes in program services.
VT. DIRECTORS' MEET NOS
During the term of this Agreement, Organization shall deliver
to City copies of all notices of meetings of its Board of Direc-
tors, 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.
Minutes of all meetings of organization's governing body shall
be available to City within ten (10) working days of approval.
VII. SUSPFNS,10 OR TE MINATION
in case of suspension, City shall advise organization, in
writing, as to conditions precedent to the resumption of funding
and epecify a reasonable date for compliance.
In case of termination, organization will remit to City any
unexpended City fends. ?+cceptance of these funds shall not
constitute a waivr. of any claim City may otherwise have arising
out of this Agreement.
k'
j VIII. EQUAL OPPOPTUNITY
A. Organization will submit for City approval, a written plan
for compliance with the Equal Employment and Affirmative Action
Federal provisions, within one hundred twenty (120) days of, the
effective dare oL this Agreement.
9. Orgatization shall comply with all applicable equal employ
• ment opportunity and affirmative action laws or regulations,
C. 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.
PAGE 4 a
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D. 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. WARRMUTES
ORGANIZATION represents and warrants that;
i
A. All information, reports and data heretofore or hereafter k
requested by City and furnished to City, are complete and accurate 1
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 Org~inization 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 is 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. C11ANGES AND-AMENDMENTS
A. Any alterations, additions, or deletions to the terms of
this Agreement shall be by written amendment executed by both
parties, except !hen the terms of this Agreement expressly provide
that another method shall be used.
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B. Organization may not make transfers between or among
approved line-items within budget categories set forth in Exhibit
B without prior written approval of Community DevelopmentCoordina-
for for the City. organization shall request, in writing, the
budget revision in a form prescribed by City, and such request for
revision shall not increase the total monetary obligation of City
under this Agreement. In addition, budget revisions cannot
significantly change the nature, intent, or scope of the program
funded under this Agreement.
C. organization will submit revised budget and prograir,
information, whenever the level of funding for organization or the
program(s) described herein is altered according to the total
levels contained in any portion of Exhibit B.
D. 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.
E. City may, from time to time during the term of the
Agreement, request changes in Exhibit A which may include an
increase or decrease in the amount of Organization's compensation,
Such changes shall be incorporated in a written amendment hereto,
as provided in Subsection A of this Section.
F. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of City.
G. 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 the change.
'I H. Organization shall notify City of any changes in
• personnel or governing board composition.
g I. it is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or among said programs will be permitted,
XI, CONF1aICT Qk INTEkE9T
A. Organization covenanto 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 coveriants that in the performance of this
PAGE 6
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0 t~l`#J JENii~X~'N.MSt:•fi1~i?u'1~Y.+{N+'E~~k 7Krk.`7J.'.~11is~i>s,"7 vZri4::u°t\tif KLt ~•li:,'.,..Vd1:i tii~MxM•.R.°.usYnam. nrfr,.~7W
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 shalom
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 (1) 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; or (2) have any interest, direct or indirect,
in this Agreement or the proceeds thereof.
XII. NEPOTISM
organization shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is cur-
rently employed by Organ.i.zatior 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, nephF:w, niece, step-parent, step-child,
half-brother and half-sister.
X I I I . FLQT?~E
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, whendeposi
ted in the United States mail, postage prepaid, registered or car
` tified, return receipt requested, addressed to Organization or
City, as the case may be, at the following addresses:
•
CITY ORGANIZATION
31 City of Denton, Texas Director
Attn:City Manager Interfaith Ministries of
215 E. McKinney Denton, Inc.
Denton, TX 76201 P.O. Box 1744
Denton, TX 76202
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.
PAGE 7 I a
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XIV. IND IFICATION
A. It, i■ expressly understood ani agreed by both parties
hereto that City is contracting with Organization as an independent
contractor and that as such, Organization shall nave and hold City,
its officers, agents and employes harmless froti all liability of
any nature or kind, including costs and experac;s 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
F' performance or omission of any employee, agent or representative of
organization.
H. 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 of the use of these contracted funds and program
administration and implementation except to the extent caused by
the willful act or omission of City, its agents or employees.
IN WITNESS WHEREOF, the parties do hereby a£ t eir signs-
tes and enter into this Agreement as of the day of
~ J L---, 1995.
~CITY OF DENTON, TEXAS
BY:
Rick Svehin
CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
i
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~ BYe
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? APPROVED AS TO LEGAL FORM;
HERBERT PROUTY, CITY ATTORNEY
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• BY:
PAGE 8
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INTERFAITH MINISTRIES OF Le N,
INC.
BY:
DIR CTOR
ATTEST:
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{ EXHIBIT "A" '
WORK STATEMENT i'
INTERFAITH t, WSTRMS OF DENTON, INC.
Interfaith Ministries addresses community needs through a united effort; all assistatue is
coordinated with other human service agencies and targeted toward eventual client self-
sufficiency, Assistance provided includes payment of utility bills, supplemental housing funds,
emergency medication needs (prescriptions and doctor/dentist appointments). Children's
t clothing sizes hifant-12 years is available, Other programs include a jobs program to help
people find employment and 'The RX+ Program, which provides medications for persons 55
years of age and older. School supplies are provided for children whose parents cannot afford
them, and a summer fans program places box and oscillating fans in homes which do not
y have air conditioning.
Funding from the City of Denton is for $7,500, and will be used for the sole purpose of
utility payments.
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EXHIBIT "B"
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INTERFAITH MINISTRIES OF DENTON, INC.
()ENERAL FUND BUDGET
$7,500
r;.
4i Utility Payments
Utility assistance will be offered once every six months to clients who demonstrate inability
to pay their own bill because of Illness, accident, job loss or other verifiable Mr1tLGf1&X
need, Clients must submit a past due utility bill and the request must be verified through the I
j, utilit) provider. Assistance is registered and monitored through the computerized Denton
County Tracking System. All of Interfaith's requests fro." the City of Denton art earmarked
to be spent on the utility assistance program.
Service provision and eligibility for utility assistance from Interfaith is determined by a
screening process which determines household size, number of employment-age adults In the
household, salary and salary history, other aid sources such as AFDC, housinglutility
assistance, etc, This screening process also takes into account emergency situations (illness,
job loss, etc.). Help will not be given more than one time In a six month period. There are
no age or gender requirements for assistance, but recipients must reside in northern Denton
County.
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CONCESSION CONTRACT
CIVIC CENTER POOL
THIS CONMCT, is entered into by and between the CITY OF
DENTON, TEXAS, hereinafter referred to as "City," and R.S. Lim d
Son, Inc. hereinafter referred to as "Concessionaire."
WHEREAS, the City operates the Civic Center Pool for the use
and enjoyment of its citizens; and
WHEREAS, the City and concessionaire desire to execute this
Contract which authorizes the Concessionaire to sell concessions at
the Civic Center Pool and which providge terms and conditions
governing said concession operation;
NOW THEREFORE, in consideration of thu terms and conditions
contained herein, the City and Concessionaire do hereby agree as
follows:
1. Concessionaire shall have the right to provide packaged
food and beverage concessions at the Civic Center Pool beginning
May 27, 1991 nd ending September 4, 1995.
rm 4
2. Concessionaire shall pay to the City a one time payment
of $3,301.00 before May 27, 1995, and eleven percent (11%) of gross
receipts, after sales tax, each month. Payments are to be made by
the tenth (10th) day of each month for the preceding month's sales. 4
Each payment is to be accompanied by a listing of each day's
receipts. The Concessionaire's financial records pertaining to the
concession operation shall be subject to reasonable inspection by
the City at any time.
3. Concessionaire shall provide the City with an annual
financial report pertaining to the rights granted under the
Contract. The report shall include both revenues and expenses.
The City reserves the right to require that the report be certified
by a certified public accountant at Concessionaire's expense.
f 4. The City will not be liable for any losses or damages
sustained by the Concessionaire as part of or under the rights and i
privileges granted by this Contract. concessionaire shall I
indemnify and hold harmless the City, its employees, officials and {
agents from any and all claims for. damages or injuries (including
death) of any nature and kind, suffered or asserted to have been
suffered to the person or property of any person growing out of or
resulting from or in any way connected with the oxareise of the
privilege herein grantee?.
~ O
5. Concessionaire shall open the concession operation during
all of the hours of operations on each and every day that the Civic
Center Pool is open for public use.
7
•
•
Concession Contract
Civic Center Pool J
Page 2
6. The City, through the Director of Parks and Recreation or
his designated representative, shall approve the location and
content of all signs.
7. The City, through the Director of Parkr3 and Recreation or
his designated representative, shall have the right to supervise
the manner of exercising the operations and conduct of the
Concessionaire and his employees.
a. The City, through the Director of Parks and Recreation or
his designated representative, will locate and determine the places
that may be used by Concessionaire in his operations.
9. Concessionaire will provide for sale, and keep in stock II`
at all times, various types of beverages, chips, cookies, candy,
crackers, and hotdogs.
10. Concessionaire shall operate the concession operations in f
a clean, orderly, and legitimate manner in accordance with all I
City, county, and state regulations governing food establishments.
Concessionaire shall also comply with all City ordinances governing
use of park facilities. Concessionaire's employees will assist in
keeping area clean of litter and foodstuffs.
11. The City shall have the authority to approve and regulate
all products and fees charged by the Concessionaire.
12. The Concessionaire shall not employ individuals under
eighteen (10) years of age. All concession operation employees
shall conduct themselves at all times in a manner acceptable to the
city. Pool supervisor will be allowed to monitor and give general
supervision if needed. only employees of R.S. Lim & Son, Inc. will
be allowed to sell/distribute concessions.
13. Concessionaire shall not discriminate against any
employee or applicant for employment because of race, creed, color,
or national origin. Concessionaire shall, in all solicitations or
advert'.sements for employees placed by or on behalf of the
• Concessionaire, state that all qualified applicants will receive
consideration for employment without regard to race, creed, color,
or national origin.
14. The City shall provide electricity for use by the
Concessionaire. Concessionaire shall not connect electric loads
which will exceed the available circuit capacity. In the event of
• an electrical outage, for whatever reason, the City shall not be •
responsible for any loss sustained by the Concessionaire.
15. Concessionaire shall not sublet or assign this Contract
to any other person, or any of the privileges conveyed herein,
except with the prior written approval of the City. Any approved
s
Concession Contract
Civic Center Pool
Page 3
shall be subject to all the provisions and requirements contained in
the Contract.
16. Concessionaire shall terminate the employment of any
employee or the agreement with any approved sub-contractor who is
found willfully violating any law, ordinance, or the terms of this
Contract, or becomes objectionable and offensive to the good order
and use of the concession operation.
17. Concessionaire understands that no vehicle may be parked
on the property in other than designated parking areas.
18. The Concessionaire hereby gives the City a lien upon all
of his property placed on City premises at any time during the
Contract period, to secure prompt payment of any monies owed City
pursuant to the Contract. In the event of default by the
Concessionaire in any payment due City, the City is authorized to
take possession of such property and either hold the property until
the default is cured, or sell the property to the highest bidder at
a public auction. If the property is sold, the proceeds of sale
shall be first applied toward the costs of the sale, secondly,
toward the payment of the monies in default, and lastly, the
remainder, if any to be paid to the Concessionaire.
19. Concessionaire understands that the right is reserved by
the Parks and Recreation Board to authorize and/or operate
additional concessions other than those granted to the
Concessionaire, in the event that the Parks and Recreation
Department Board determines that such additional concession services
are needed or are in the public interest.
20. Concessionaire understands that the Parks and Recreation
Board may from time to time award concession rights to other
parties, at the exclusion of the Concessionaire, for special events
or activities.
21. In the event City notifies Concessionaire in writing that
its operations hereunder are not in strict compliance with the
provisions hereof, Concessionaire shall have forty-eight (48) hours
from the time of such notice to bring its operations into
compliance, failing in which the City shall have the right to s
terminate this Contract without further notice. The City may
terminate this Contract uron thirty (30) days written notice without
cause. Upon termination of the Contract, Concessionaire shall make
payment to the City as provided for herein to the crate of
• termination, and shall immediately vacate City property removing all Q
equipment, materials and supplies. In addition, City shall have all
other rights and remedies available at law or in equity, which
rights and remedies shall be cumulative. The Concessionaire
acknowledges that this contract is not a lease but only a license to
operate a concession. Notwithstanding, if deemed applicable, the
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);)i3(J~ Var.54tl%OOKONyyV4i6lk/flaAWrAY!!ainW>hf>ti{~l4iaRWtiFY.N4e1~WJ.. o..
Concession Contract
Civic Center Pool
Page 4
the parties waive the provisions of Section 92.008 of the Texas j
Property Code so that the rights, remedies and duties set forth
t therein will not be applicable to the parties hereto. E
EXECUTED THIS_~)S DAY OF 199
CITY OF D He TEXAS
4./
BY i
Y ELL, CITY MAMA
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.:PPROVED AS TO _k'ORLI:
M 1 CEK, Tq2 ING CRY EY
CONCESSIONAIRE
BY:
TX 1Y0 939e 9.2
Driver's License Wu-aWr
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i Security Nmeer
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w Y^sr a.""~ ' H P -~4Y~ ,a 1. A ti v! it G..`+f
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PROODCER TN18 CERTIFIOATE 18 M89UED A8 A MATTER OF q/FORMATMON ONLY AND
Insurance Affiliates CONFERS NO RTOHTS UPON THE CERTIFICATE HO1 DER. THIS CERTIFh~ATE
DOES NOT AMEND, !KT£ND OR ALTER THE COYERAOE AFFORDED SY THE
P.O. Box 260040 t~~•
Plano, Texas 75026 COMPANIES AFFORDING COVERAGE
{)p' CO AYA Nautilus Insurance Company
S COMPANY
FFF INWAto LETTER
R.S. Lim & Son, Inc. COMPANY
3325 San'cana Ln. COMPANY
Plano, Tuxas 75023 LETTER
COMPANY E
LLITEH
COVERAGES
THIS 19 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR 1111E POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT DN OTHER DOCUMENT WITH RESPECT TO WHICH 7111S
CFntir(OATE MAY BE ISSUED OR MAY PERTAIN. INS INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS 9(IBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAIMS
POLICY EFFECTIVE POLICY EXNNATION
i CM 1 YM Of INSURANCE PO(JCY Nufft" OAT4 (MM DDIYY) DATE IM1M000Y) LIMITS
GENERAL LIABILITY OENERAL AMFIEOATE 6500,000
A XXCUMMERCUJ.GENERALLIABILItY NC0009721 5-10-95 11-10-95 MOOUCTS^.OMPIQPAna . 1500,000
CLAIMS MAOEXX OCCUR, PT RSONAI B ADV. INJURY 1500,000
y`. 6WN"'8 A CONTRACTOR'S PROT, EACH OCCUARENCE s 5OO Y 000
XX Additional Insured FIRE DAMAGE (AAYOMXnI s 500000
MED. FI(PENSE PYA' rAF Pkw) $ 1 000
AUTOMONLE LIABILITY CONBINW) SINGLE S
ANY AUTO LIMIT
ALL Comm AUTOS &1DRY INJUn A
LAW D"w)
SCHEDULED AUTO$
T: HIRED AUTOS BODILY INJURY
NON OWNED AUTOS (PIP mcwxN)
i
OARAOE LIABILITY PHOPEHTY DAMAGE 1
-
EXCESS LIABILITY EACH OOTURRENCF 11
UMBRLILIA FORM AOOREOA'E 1
OTHER THAN UMSRFLU FORM _
BTATUTOAe LEMTS
WORKER'S CO11►ENMTIOM GACH AOCIDENt S
AND n
DISEASE-POLICY LIMIT 11
EMPLOYEM' LIANLITY
MIEASE -EACH EMPLOYEE 1
` OTHER
DESCMP110N Of OFLRATNIMEILOCATH)MSA ICLESISPICNII ITEMS ~
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Concessionaires W
CERTIFICATE HOLDT'R ~ CAMCELLAT10N
s'
The City Of Denton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED SEFORE THE
Purchasing Department EXPIMTIIIIJ DATE 111EREOF, THE ISSUING COMPANY WILL ENDLAVOMI TO
901 B Texas Street MAIL_- DAYS WRITTEN NOTICE TO THE URIIFICA'I'E HOLDER NAMED TO THE
Denton, Texas 76201 LE BJPA RE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION CR TK I" HE COMPANY, ITS AOENTS OR Rr.PRESFNTATIVIS 4AA
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ACORD 25•8 (710) OAODRD 0000011ATICN Iq0
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CONCESSION CONTRACT
WORTH JAR" PARE SOFTBALL COMPLBX
THIS CCN7j~xxaT, is entered into by and between the CITY OF
DENTON TES:,S hereinafter referred to as "City," and R.B. Litt i
eon, Inc. hereinafter referred to as "Concessionaire."
QHEREAB, the city operates the North Lakes Park Softball
Complex for the use and enjoyment of its citizens; and
WHEREAS, the City and Concessionaire desire to exeoute this
Contract which authorizes the Concessionaire to sell concessions at
the North Lakes Park Softball Complex and which provides terms and
conditions governing said concession operation;
NOW THEREFORE, in consideration of the terms and conditions
contained herein, the City and Concessionaire do hereby agree as
follows:
1. Concessionaire shall have the right to provide food and
beverage concessions at the North Lakes Parks Softball Complex
beginning upon signing of agreement and ending Decenber 31, 1995,
except for July 7, 8, 91 1995.
2. Concessionaire shall pay to the City , one time payment
of $1,001 and percent sixteen percent (16%) of groce receipts,
after sales tax, each month. Payments are to be made by the tenth
(10th) day of each month for the preceding month's sales. Each
payment is to be accompanied by a listing of each day's receipts.
The Concessionaire's financial records pertaining to the concession
operation shall be subject to reasonable inspection by the City at
any time.
3. Concessionaire ahall provide the City with an annual
financial report pertaining to the rights granted under the
Contract. The report shall include both revenues and expenses.
The City reserves the right to require that the report be certified
by a certified public accountant at Concessionaire's expense.
4. The C.`.ty will not be liable for any losses or damages
* sustained by the Concessionaire as part of or under the rights and
privileges granted by this Contract. Concessionaire shall
indemnify and hold harmlesr the City, its employees, officials and
agents from any and all claims for damages or injuries (including
death) of any nature and kind, suffered or asserted to have been
suffered to the person or property of any person growing out of or
resulting from or in any way connected with the exercise of the
M privilege herein granted.
5. Concessionaire shall open the concession operation during
all of the hours of operations on each and every day that the
softball leagues or tournaments are functioning.
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Concession Contract
North Lakes Park
Softball Complex
Page 2
If
6. The City, through the Director of Parks and Recreation or
his designated representative, shall approve the location and
content of all signs.
7. The City, through the Director of Parks and Recreation or
his designated representative, shall have the right to supervise
the manner of exercising the operations and ronduct of the
Concessionaire and his employees.
B. The City, through the Director of Parks and Recreation or
his designated representative, will locate and determine the places
that may be used by Concessionaire in his operations.
9. Concessionaire will provide for sale, and keep in stock
at all times, various types of beverages, chips, cookies, candy,
crackers, and hotdogs and other snack type foods.
10. Concessionaire shall operate the concession operations in
a clean, orderly, and legitimate manner in accordance with all
City, County, and State regulations governing food establishments.
Concessionaire shall also comply with all city ordinances governing
use of park facilities. Concessionaire's employees will assist in
keeping area clean of litter and foodstuffs.
11. The City shall have the authority to approve and regulate
all products and fees charged by the Concessionaire.
12. The Concessionaire shall not employ indi./ideals under
sixteen (16) years of age. All concession operation employees
shall conduct themselves at all times in a manner acceptable to the
City. Park supervisor will be allowed to monitor and give general
supervision if needed. Only employees of R.B. Lim & Son, Inc.
rill be allowed to sell/distribute concessions.
13. Concessionaire shall not discriminate against any
employee or applicant for employment because of race, creed, color,
or national origin. Concessionaire shall, in all solicitations or
advertisements for employees placed by or on behalf of the
Concessionaire, state that all qualified applicants will receive F
consideration for employment without regard to race, creed, color,
or national origin.
14. The City shall provide electricity for use by the
Concessionaire. concession.;ire shall not conreut electric loads
e which will exceed the available circuit capacity. In the event of ~
an electrical outage, for whatever reason, the City shall not be
responsible for any loss sustained by the Concessionaire.
15. Concessionaire shall not sublet or assign this Contract
to any other person, or any of the privileges conveyed harein,
15 , _
•
t
Concession contract
North Lakes Park
Softball Complex
Page 3
except with the prior written approval of the City. Any approved
assignee shall be subject to all the provisions and requirements
contained in the Contract.
16. Concessionaire shall terminate the employment of any
employee or the agreement with any approved sub-contractor who is
found willfully violating any law, ordinance, or the terms of this
Contract, or becomes objectionable and offensive to the good order
and use of the concession operation.
1,. Cconcessionaire understands that no vehicle may be parked
on the property in other than designated parking areas.
18. The Concessionaire hereby gives the city a lien upon all
of his property placed on City premises at any time during the
Contract period, to secure prompt payment of any monies owed City
pursuant to the Contract. In the event of default by the
concessionaire in any payment due City, the city is authorized to
take possession of such property and either hold the property until
the default is curad, or sell the property to the highest bidder at
a public auction. If the property is sold, the proceeds of sale
shall be first applied toward the costs of the sale, secondly,
toward the payment of the monies in default, and lastly, the
remainder, if any to be paid to the Concessionaire.
19. Concessionaire understands that the right is reserved by
the Parks and Recreation Board to authorize and/or operate
additional concessions other than those granted to the
Concessionaire, in the event that the Parks and Recreation
Department Board determines that such additional concession
services are needed or are in the public interest.
20. Concessionaire understands that the Parks and Recreation
Board may from time to time award concession rights to other
parties, at the exclusion of the Concessionaire, for special events
or activities.
21. In the event City notifies concessionaire in writing that
« its operations hereunder are not in strict compliance with the
provisions hereof, Concessionaire shall have forty-eight (48) hours
from the time of such notice to bring its operations into
compliance, failing in which the City shall have the right to
terminate this Contract without further notice. The City may
terminate this Contract upon thirty (30) days written notice
without cause. Upon termination of the Contract, Concessionaire
shall make payment to the City as provided for herein to the date
of termination and shall immediately vacate City property removing
all equipment, materials and supplies. In addition, City shall
have all other rights and remedies available at law or in equity,
which rights and remedies shall be cumulative. The Concessionaire
s
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Concession contract r
North Lakes Park
Softball Complex j,
Page 4
acknowledges that this contract is not a 16&56 but On1y license Ik
to operate a concession. Notwithstanding, pplioabU
the parties waive the provisions of Section 91.008 of the Texas
duties set forth
Property Code so that he rihtotthee tiparties dies and hereto.
3 therein will not be applicable
1 EXECUTED THIS &5„ DAY OF 199
1 ~
CITY OF D r TEXAS
z~ r
BY
LL, C TY
APPROVED AS TO FORMS /
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MI9K Bt! C, At ND A EY
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AO~RN~ C~TE OF s.ME DATE (M-100JYY{
5-10-95
PRDOUeEIL 1183 ClRTIFTC TE If INI/ED AS A YATTER Of EVFOl1MATN>rl ONLY ANO
" Insurance Affiliates ~;N NjLwMO. iETENDOONALTKAYNEOO RA4E9Af OR U@VTIM
P.O. Box 260040
Plano, Texas 75026 COMPANIES AFFORDING COVERAGE
=gNYA Nautilus Insurance Company j
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R.S. Lim i Son, Inc. COMPANY
3325 Santana Ln.
Plano, Texas 75023 LLETTEF1 G
COWAIIY E
LETTER
OOVERAOE!
7~ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOP THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RET I' CT TO WHICH THIS
j^ CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJEF t •O ALL THE TERMS,
i,.{ EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
POLICY FPPECTM POLICY E%PMMTR>N LIMITS
a CO TYPE OF WOURANCE Paley MNN>ER DATE IMWDWM DATI NkTVYY)
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. MINERAL UAMUTY GENERAL AGGREOAIE 6 5 0 0 , 00
6500,000
~K+^ A XX COMMERCIAL GENERAL UAMLITY N00009721 5-10-95 11-10-95 PERSONAL PR0fN16f'~040P10P 1 ADV. IJUP1 AGO, 6500l,000
cLAMIe-ADEXX ornuR,
OWNER'6ACONTAACTOR'6MOT, EACH000URRENCE 15000000
XX Additional Insured AHLEDA-AGF(my~ mm) 6 50,000
AFC. we" I"" PNPE'6 t 1 , 000
AUTOYONR6 LIABILITY comelwo Small 6 k
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ALL OWNED AUTOS ROOMY INJURY 11,
SOME RULED MITOS Mw POW
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OAAAOE LMBILIfY PROPERTY DAMAGE 6
Q%CEEI UAIKRY EACH OCCURRENCE 6
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DEW"TION OF OPEAATNNMI1lOCAT10MEMIBCl1EMECVAI 1(101
(Concessionaires
CERTWICATE HOLDER CANCM"TION
The City Of Denton SHOULD ANY OF THE ABOVE DeWWO POLICIES IN CANCELLED BEFORE TH!
Purchasing Department ExnMLICN DATE TIeRIoF, THS I/SUtW COWANY WILL ENDEAVOR TO „
901 B Texas Street MAIL 30- DAYS WRITTEN NOTICE TO THE Ce"ICATE HOLDER MAKI) TO THE
Dent,'>n, Texas 76201 11 BUT FAI UPS TO MAIL SUCH NOTICE SHALL IMPOSE NO DIKIOATICW OR
LL AW" OF y K PON E COMPANY, ITS MLIIYTB OR REPOSENTATIVEB, '
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WIRELIKE CROSSING
AGREEMENT
Mite Post 72 4.09, Choctaw Subdivision
Location: Denton, Denton County, Texas
THL4 AGREEMENT is made sod entered into as of rhos day of 1995,
by and betweert ffY or wroNN,Oa municipal ootporstica to be addressed at E McKinnryyStr,®Dentm Tetw 6201 1(hereinafter
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the Licensee),
IT 19 MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
ARTICLE I - LLCQNSp E
Upon the cxea lion of this Agreement, the Licensee shall pay to the Licensor a one-timo license fee of EIGHT
HUNDRED FORTY FIVE DOLLARS (SW-00).
ARTICLE 2 - LICENSOR .RANTS IGH'I'
In consideration of the license fee to be paid by Lioeasee and in Auther consideration of the covenants and
agreentents herein contained to be by the Llcerow kept, observed and performed, the Licensor hereby greats to #.be Llomsee
the right to w atruct and thereafter, during the term hereof, to maintain and operate
an overhead 7.6kv wireline crossing
azminaftea the Wirelim) in the location shown and in conformity with the dimensions and specifications indicated on the
attached print marked Exhibit A.
ARTICLE 3 - CONSTRR?('I'ION MAmrr NANCFs AND OPERATION
The grant of right herein made to the Licensee is subject to each and all of the terms, provisions. conditions,
I Imitations and covenants am forth herein and in Exhibit B, hereto attached.
ARTICLE 4 - LE WO IS XO BE, PERFORME,QAY CONTRACTOR
If a contractor is to do any of the work performed on the wireline (including initial conahvctim and submquent
relocation or substantial uWatenanoe and repair Work), then the L enaw shad require Its oontrvow to execute the Lioeaaor's
form of Contractor's Right of Entry Agreement Licensee sclmowledges receipt of a copy of the ContraoMra right of Entry •
Agraerrwd and tcdaslntdbag of its Wens, ptovisla" and ngtdranents, and will inform Its contractor of the used to &AtUte
the agree neat Under no oisounstancea will Licensee's oontractor be allowed onto Lkewea pramisa wit&ut Ent
executing the Contractor's Right of Entry Agreanent
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ARM LE 5 - XWORt:L1NlEtlT i
To the extent permitted by law, the City of Dentoo hcelry expressly grants permission to M muri PAOMO W ate
the City of Denton for the limited purpose of enforcing the term% urthis Agreamt, in the event that it becomes necessary
to do so.
ARTICLE 6
Sections 7(b) and 10 of Exhibit B, hereto attached are hereby amended to toad as follows:
Seaioo 7(b) is addition to other iodannity provisions in this agreement, the Licensee shall indemnity and bold harmless the
Licensor from and against all costa, liability and expense whatsoever (including, without limitation, Omey s fees, court
costs and expenew) ui sing out of any sot or omission of the Licensee, agents and/or employees, that eauros or contribute
to (1) arty damage to or dew of any telecamnunkations system on Lioewo~ts property, and (2) any injury to or death
of any person employed by or on behalf of any teleoemmunications company and/or its rwtntractor, agents and/or tenployow,
en Licenser's pro.xrty, Licensee shall not have or seek rvou use against Li en" for my cisim or cause of action by alleged
lose of profits or mmue or loan of service or other consequential damage W a telecarnm+micadoa company using Lioau x's
property or a r us mer or user of saviors of the fiber optic cable on Lkensoes property,
Section 10 'INDEMNITY
As used in this Sectioe, "Licensor" includes other railroad companies wing the Licenser's property at or near the
location of the Licensee's Instelletion and their ors, agents and employmi Ian" includes low damage, claim
dernaods, acdorss, causes of action, penalties, costs, end expenses of whatsoever nature, iwludmg court costs acd attorneys'
fees which may rends hm: (a) injury to or death of persons whomsoever (incl ding the Lianmes offloas, agrnts, and
employees, the Licensee's otliare, agents, and employees, as well a+ any other person); and (b) damage to or loser or
destnu:ticnt of property whatsoever (including Lionme's property, damage to the roadbed, tracks, equipment, or other
property of the Licensor, or property in its care or custody),
As a major induoernent and in consideration of the hoense and permission heein granted, the Licensee agrew, to
the extent perodtted by law, to indarmity and bald haanless the Licensor hrxn W.1 Lou which is due to or arias hem:
I. The prosecution of any work contemplated by this Agrement including the innttallation, coamuetion,
maintenance, repair, renewal, modification, reconstruedon, relocation, or, val of the Pipeline or any pat tbered, or
2. The pr-moo, operation, or use of the Pipeline or contents wcaptng thereB'onr, except tc the extern that
the Loss is caused by the sole and direct oegiigenoe of the Licensor,
• ARTICLB 7 - TRIM
This Agreement shad take effect as of the date ttret herein written and shall continue in Illl fmce and effect until
s germinated as herein,,oovided
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INDICATE NORTH DIRECTION LO FORM ml-o24i-x `
REV, 5-II-84 I
etly APPLICATION FOR OVERHEAD
a WIRELINE CROSSING
OVER 600 VOLTS
Io NOTET ALT. AVAILABLE OIWENSIONS MUST BE
NO SCAL V FILL£0 IN TO PROCESS THIS APPLICATION.
l~ L _FT. _ F). F7,
pC'p, n' FL-- F). Soo
Iu[ wits) a 11 nEE'1n Fu 1 u 120 FT.
" ~ area
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IMOID THIS OlIRN10M x011111[0 1. Itl EASEL
AI SC ArINN M01 aIMO SCCIIOMS, 01 STWE
r 70 A LEM W*Wf LINE IS RMIIN01
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! FT, TWIN. 1'i Z~FT. IMIK 2T') !
38 FT. M qf[ 31 S[t MTIt3 t 1 11~
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H- ,=AFT, IM1K50'1---.! S l y FT. 411114_50'1
1Ill MOTES F $11 $1 I sit MIT$ A,1 t 11
H01C5
11 ALL HORIZONTAL DISTANCES TO BE MEASIAEO AT RIGHT ANGLES FROM Of TRACT.
21 MINIMUM 2T' ABOVE TOP-OF'RAlt CLEARANCE REWIRED, REFER TO WIRELINE CLEARANCE CHART.
31 MINI" A' CLEARANCE REWIRED ABOVE SIGNAL AND COMINICATION LINES. REFER TO WIRELINE CLEARANCE CHART.
41 POLES MUST BE LOCAIEO MIN. SO-OUT FROM R OF OUR WIN, BRANCH, AND MJWINO TRACKS, CTC SIDINGS, AND HEAVY TONNAGE SPERMS,
51 POL(t S) (INCLLDINO STEEL POLESI MUST BE LOCATED A MINIMW DISTANCE FROM OUR SIGNAL AND COMMUNICATION LINES EOOAL 70 THE HEIGHT
OF INC POLE ABOVE OR0IRULINE DR ELSE BE GUYED AT RIGHT ANOLCS TO OUR LINER
1) POLE LOCATION ADJACENT TO INIMTRY TRACES MUST PROVIDE AT LCAST 10' CLEARANCE FROM R OF TRAC% WNLN MEASLARED AT
NIGHT AWNErLLEL IF LOCATED ADJACENT TO CURVE TRACT, THEN SAID CLEARANCE MUST BC INCREASED AT A RATE OF 1.1/2• PER DECREE
pp
71 TI ALIOWABILE LOCATED A
INCLUDII MINIMUM LSOOF BRIGCESF I Of PAJLkOAD
I NOS IROVENNIIAOFVI "I'M of IGIYE ROAD T MAMC), ON Cl1LYERTS.
A) IS WIRELINE CROSSINC WITHIN DEDICATED STREET 7__ YES; _Y Fla •
BI N.W DF STREET EXHIBIT „A„
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1 C) OISTRIBUTION LINE _OR tRANSMIS',DN LIRE PACIFIC CY Ab RAI1LR/OAD CO.
01 CIRCUITS TO BE CARRIED ON PAOPDSED WIRr ,NET L iSS01A R 1
RIM VOL7ACE TO M0. OF SOLID OR h N: 7G LI J C~i~AY~510,✓
CIRCUITS ROUND Y Fg`OE SE II S pAOC My RW STR"10 o
-L s.- _ _2Z1._ - u1.4molt lMRII ,rNM 113 r
GRNXAA WIRE T 512E MATERIAL. SOLID OR TRAAOED N u M. PL / 2 . 03
Cl CROSSING SPAN I LENGTH _FI,; NOIIMI CONDUCTOR SAO J_ _I* AT IF AF. OVERHEAD W1 L l CROSSING FOR
FI ADJOINING SPANS I IENOTN_ _FT.; NORMAL CONDUCTOR SAG__IK AT OF. LENGTN..F1.F AS EFT. DEPTH __I AT ,F, 7 r QnJ7o,A!
GI PolESI H
TUBER, ✓ LENGt B.`i_FL OF SETTING Z11.
O HEIGHT am cAND
CLASS RASS OR BUTT RTO TOP TOP DI DNIE ENSNSTONSCIOLAS 3 AT C I TV OF DEN TooQ P kr,
I IF STEEL TOWERS ARE EMLOYtNp, FURNISH MIA MOST Nrm earn l NI
HI HEAO MN$ I NUBER ON EACH POLE_.3N__,;SIZE OR STRENOTN2~'=ILTAQX.I ~L yA A
s II SIDE aFYs I NLWIT EACH VAT-;SIZE OR STRCN9r1L_;LEAD~ RR FILE NO.11 LO 5_SO DATE r / ~~ti S
it CROSUAINS I SINGLE OR DOUBLE IWTEAIAL_;SIZE_..._...BT
I INSULATORS : PIN OR SLKPUFSIMLP;I;AMlfAC MA'S AND GTALM N0._, B A R+ {
LI CONDIICTdI RITACIIE NT 1 1jL5 OA Q IN ALL am"HoB, l'. P. NXr"MCAIIOM
Ml APPLICANT HAS CONTACTED- e-H+ h! 'AaA T ~~TAIhs6 LN r ATO S IvAANBNT NOT INC M ffgem IM AIYAIRL
OF LA P. COMAINICA ION DEPARTIENT AM NAS DETERMINED FIBER OPTIE CABLE .10 F.W. M ANY RIM N OCTUMOC MIINpNt AN
GOES Idc- DOES NOT I EXIST IN VICINITY OF I= TO N: PERFORMED . ofrwS 1.111,010 IT MIIfR IMIC CAMS. S
IN YNTIAR A "064t I.Iw SM-offs
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Section i. LIMITATION AND SUBORDINATION OF RICNTS GRANTED.
(a) the forcgoinq grant of right is subject and subordinate to the prior and
continuing right and obligation of the licensor to use and maintain its entire property
including the right and power of the Licensor to construct, maintain, repair, renew, use,
operate, change, modify or, relocate railroad tracks, signal, comwnfcatfon, fiber optics Qr
other wirelines, pipelines and other facilities upon, along or across any or all parts of its
property, all or any of which nay be freely done at any time or times by the Licensor without
liability to the licensee or to any other party for compensation or damages.
(b) The foregoing ¢rant is also subject to all outstanding superior rights
(including those in favor of licensees and lessees of the Licensor's property, and rthersl and
the right of the licensor to renew and extend the same, and is nude Without covenant of title
or for quiet enjoyment.
Section 2. CONS1RUCrION. MAINTENANCE AHD OPERATION.
(a) If the Wireline or any part thereof is to be located above the top of the rails
of any track or corymnicatfon and signal fines, including static wires, overhead clearance
provided by the Nireline shall ha no less than that shown on Exhibit A. The Wireline shall be
constructed, operated, maintained, repaired, renewed, modified and/or reconstructed by the
licensee in strict conformity with the Specifications prescribed in the current issue of the
National Electrical Safety Code of the krerican National Standards Institute. In the event
such Specifications conflict in any respect with the requirements of amp federal state or
municipal taw or regqulation, such requirements shall govern on all points of conflict, Duf In
all other respects the Specifications shall apply.
(b) All work performed on property of the licensor in connection with the
construction, riintenance, repair, renewal, modification or reconstruction of the Wlrellne
shall be done under the supervision and to the satisfaction of the licensor.
If the Nireline is an existing one not conforming in its construction to the
above provisions of this Section 2, the Licensee shalt, within ninety (90) days after the doh
hereof, reconstruct it so as to conform therewlth, e
(d) rho Nireline shall be constructed, maintained and operated by9 the Lifenaee In
such manner as not to be or constitute a hazard to aviation, With respect 1o the Nireline the `
Licensee, without expense to the licensor, will comply with all requirements of law and of
public authority, whether federal, s?ate or local, including but not limited to aviation
authorities.
(e) In the operation of the Wlrel)ne, the Licensee }halt not transmit electric
<urrenf at a difference of potential in excess of the voltage indicated on Exhibit A, if the
voltage indicated Is in excess of six hundred (600) volts Ind the Wireline is, or is to be,
buried at any location on the property of the Licensor oujside track ballast sections or
minimum roadbed, ofh three (3) Inches of concrete Mite aooe rr m ofn foure(4)I feetoofurround coverlnthe
entire length of the Wireline on the Proper! of the Licensor, A Wireline g buried by removal
of the soil shall have, at a depth of one (I1 foot beneath the surface of the ground Uirectty
above the Wireline, a six (6) Inch wide warn) toed p~earlnq the warning, 'Danger-High
Voltage,' or equivafent vc, A VlrelIn* encased la conduit, lacked or bored under the
property of the Licensor, nest be iCo+tif)ed by placing warning slpns to be Installed and
properly se intalnod at the expense of n,e Limseo at each edge o+ tie Licensor 's property,
r., The Licensee shall not utilirt the signs in Ileu of the warning tape where portfons of the
casing are installed by direct burial,
Section NOTICE of COMETKEMENT Of WORK.
•
If an emergency should arise requiring imned)ate attention, the Licensee shall
provide as mach notice as pract)cepls to Licensor before conmenc)nq any work, In all other
situations, the licensee shall notify the licensor at least ten (10) days (or such other time
as the licensor Mai allow) In advance of the commencement of any work upon proppeerty of the
Licensor in connecion with the construction, maintenance, repair, renewal modification,
reconstruction, relocation or removal of the Wireline. All such work shall be prosecuted
diligently to completion,
Exhibit a
0Page 1 of /
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Section 1, LICENSEE 10 BEAR ENTIRE EXPENSE,
The licensee shall bear the entire cost and expense incurred in connection wish the
construction, maintenance, repair and renewal and any and all modification revision,
relocation, removal or reconstruction of the wireline, including any and alt expanse which may
be incurred by the licensor in connection therewith for supervision or inspection, or
otherwise.
Section 5. RELOCATION OR REAJVAI OF wIRELINE.
(a) The license herein granted is subject to the needs and requiremcnts of the
licensor in the operation of its railroad and in the improvement and use of its property, and
the licensee shall, at the sole expense of the licensee, move all or any portion of the
wirellne to such new location, as the licensor may designate, whenever in the furtherance of
its needs and requirements, the licensor shall find such action necessary or desirable.
(b) Al! the terms conditions and stipulations herein expressed with reference to
the Wireline on property of the licensor in the location hereinbefore described stall, so far
as the wirellne remains on the propert apply to the wirellne as modified, changed or i
relocated within the contemplation of his section.
Section b. INTERFERENCE. i
In the operation and maintenance of the wireline the licensee shall take all
suitable precautlon to prevent any interference (by induction, leakage of electricity, or
otherwise) with the operation o` the signal, communication lines or other Installations or
facilities of the licensor or c its tenants- and if, at ant time, the operation or
maintenance of the wireline resatl$ in any eleclrostaiic effects which the licensor deers
undesirable or harmful, or causes interference with the operation of the signal, communication
lines or other installations or facilities, as now existing or which say hereafter be provided
by the Licensor and/or ifs tenants, the Licensee shallr at the sole expense of the llcensci
imrediately take such action as may be necessary to eliminate such interference,
Section T, PAOTECTION OF FIBER OPTIC CABLE SYSTEMS.
(a) Fiber optic cable system may be buried on the licensor's property. Protection
of the fiber optic cable systems is of extreme Importance since any break could disrupt
service to users resulting In business interruption and loss of revenue and profits, licen)ee
shall telephone the licensor at 14OC-336-9193 (a 21-hour nariber) to determine if fiber optic
cable Is buried anywhere on the licensor's premises to be used by the Licensee. If it is,
licensee will telephone the to leccomnlcatIons caryuny(les) involved, arrange for a cable
locator, and make arrangements for relocation or other proleci)on of the fiber optic cable
prior to beginning any work on the Llceasor's premises.
addition to oth@er indemnity provisigqns In this Agreement the Licen I
indemnify and hot the licensor from and against all costs, liaDitlt Dense
whatsoever (including, it Lion, attorney s fees, court c expenses) arising
out of any act or anissian of the Lmc s contractor • and/or errploYY#as, that 11A kt
causes or contributes to (1) any damage to or o any ielecmmun)catiohs system on
Licensor's property, and (2) any Injury t o n employed by or on ¢ehalt of
any telecommunications company s contractor, agents an ees gn Licensor's
propertyy. Licensee shat ve or seek recourse against 4i censor For a or cause of
act on by all profits or revenue or loss of service or other consequen
to a t v mcation c ny using Licensor's properly or a customer or user of servlns of
i er optic cable on licensor's property, ]If
Section S. CLAIMS MID LIENS FOR IABOR AND MATERIAL, 1
(a) The Licensee shall fully pay for all materials joined or affixed to ant labor l
performed upon property of the licensor in cgnnact)oa with the construclion, maintenance,
repair, renewal, modification V reconstruction of the wireline, and shalt not permit jr
• soffar any mechanic's or materlalrran s lien of any kind or nature to be enforced against the
property for dill work done or materials furnished thereon at the Instance or request or qn
behalf of the licensee. the licensee stall inden)fy and hold harmless the licensor against
and from any and all liens, claims, demands, costs and expenses of whatsoever mature in any
way connected with or growing out of such work done, labor performed, or ,aterials furnished,
(b) The licensee shall promptly pay or 1ischarge all taxes, charges and assessgents
levied upon, in respect to or on account of the w rellne, to prevent the Sam from becoming a
charge or Ian 4pon property of the licensor and so tha the taxes, charges and assosyreMs
• levied upon or In respect to such property nail not be Increased becau.e of 1M location,
construction or maintenance of the wireline or any Improvement, appliance or fixture connected
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Form Approved, AVP-Law
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lherewitA placed upon such property, or on account of the Licensee's interest Therein, Where
such fax, charge or assessment may not be separately made or assessed to the l14ensee but
shall be included in the assessment of the property of the Licensor, then the Licensee shall
paY to the Licensor an equitable proportion of such taxes determined by the value of the i
cOnsee's property upon property of the Licensor as tonpared with the entire value of such
property,
Section 9. RESIORANON OF LICENSOR'S PAOPERFy.
In the event the licensor authorizes the Licensee to take down any fence of the
licensor or in any manner move or dl$turb any of the other property of the Licensor In
connection with the construction, maintenance, repair, renewal, modification, reconstruction,
relocation or rmxrovat of the Nireline, then in that event the LfcensN shall as soon as
possible and at Licensee's ;ole expense, restore such fence and other properly to the same
conditijn as the same were in before such fence was taken down or such other prrty was
moved or disturbed. and the licensee shall indemnify and hold harmless the liceopensor, Its
officers, agents and employees, against and from any and all liability, loss, damages,
penalties, claims, demands, costs and expenses of whatsoever nature, including court costs and
attorneys' fees, which may result from injury to or death of persons whomsoever, or damage to
or loss or destruction of property whatsoever, when such Injury death, damage,, loss or
destruction grows out of or arises from the taking down Of any fence or the moving or
disturbance of any other property of the Licensor.
Section 10. INOEMNI M
used In this Section, 'Licensor' includes other railroad companies using
Licensor's a ty at or near the location of the Licensee's installation and the of tars,
agents, and empl0 "Loss" includes loss, damage, claims, demand, actions sea of
action: penalties, cc and expenses of whatsoever nature, Including co oats and , F r
attorneys' Fees which ma cult Fran; (a) Injury to or death of per whomsoever
(including the licensor s of s, agents and arpfoyees, the Li 's offieers agents,
and employees, as well as any ath rsodl; and (b) damage t Ias$ or destruction of
property whatsoever (including Licen s property, dame the roadbed, tracks, equipment, it
or other property of the Licensor, or pr ty In its a or custody).
As a major inducement and In consid of the license and permission herein
granted, the licensee agrees to indemnif hold ess the Licensor from any loss dhich
is due to or arises from,
I. the prosecutio any work contemplated by this mt including the
installati ,construction, maintenance, repair, ran mnadiffcatlon,
recon tion, relocation, or removal of the WirC Clint or part thereof; or
2, a presence, operation, or use o; the Nireline or electric curre onducved
thereon or escaping therefrom,
ept to the extent that the Loss is caused by the sole and direct negligence of the Lion
Section ll. REMOVAL Of WIRELINE UPON 1ERMIHATION OF AGRE£MENt,
Prior to the termination of this Agreement howsoever, the Licensee shall, at
Licensee's sole expense, remove the Nireline from the property of the Licensor and restore
such property to as good a condition as it was in before the Nireline was originally
constructed, all under the supervision and to the satisfaction of the Licensor. If the
,i licensee fails to do the foregoing the ticensor may perform the work of removal and
r • reslorallon at the expense of the ~Iconsto. the licensor shall not be Ilabl to the Licensee
for any damage sustained by it* licensee as a result of the removal of the N~raline by the
p Licensor as in this section provided, nor shall such action prejudice or Impair any right of
action for damages or otherwise that the Licensor mey, at the time of such removal, have
against the licensee.
Section It. WAIVER OF BREACH.
the waiver by the Licensor of the breach of any condition, covat nt or agr~ermeAt
herein contained to be kept, ob~erved and performed by the licensee shall En no way i~eir the •
right of the licensor to avail tseIf of any subsequent breach thereof.
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Form Approved. AVP law
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Section IS. (1110111141 1%.
(a) If the licensee doffs rat use the right herein granted or the Nlralin* for one
(1) year, or If the licensee continues in default in the performance of any cpvenant or
agr""nt herein Contained for a period of thirty ISO) days after Willem notice from the
i licensor to the licensee specifying such d~fault, the licensor may, at Its *Pilo, forthwith
mrrdialely terminate this Agreement by wr ti" Wks.
(b) In addition to the Provisfions of su6peto raph (a) above, this Agreement may be
terminated by written notice given by either party heNio to the other on am data in vcA
ti not co stated, not less, hoover, than thirty ISO) days subseQUent to the dale upon wh~ch such
.I nonce shall be given,
{ (e) kf)ce of default and notice of termination troy be served personally upon the
licensee or by mallinq to the last known address of the licensee. ferminatlon of this
Agreercenl for any reason shell not Affect any of the rights or obligations of the parties
hereto which ray have accrued, or liability, accrual or otherwise, which may have arisen prior
thereto.
Section 14. 6qu Nr Nor to K ASsICNED.
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rho l kinsee shall not assign this Agreement, Er, whole qr In pert, or any rights
E herein granted, without 1M written consent of the licensor, and it is agreed that anV
t transfer or sssigmnt or attempted transfer or assigment of this Agreament or any of the
rights herein gqranted, whofhar voluntary, operation of few, or otharw $e, without such
consent In writing, shall be absolutely void and, at the option of the dcansor, shalt
terminate this Agreement:
} Section 11. SUCCESSORS AND ASSION$.
i Subject to the provisions of Section 14 hereof this Agreement lm+ll be binding upon
and lours to he netif of the parties hereto, their hairs, aaecetors, adm nlstr ws,
successors and assigns.
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STATE OF TEXAS
COUNTY OF DEN`1'ON
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AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF DENTON
AND MYCOFF & ASSOCIATES
The City of Denton (the City) , a municipal corporation located
in Denton County, Texas, and Mycoff & Associates (the Consultant),
a Colorado corporation operating in Conifer, Colorado, agree as
follows: f
1. Services to be Performed by Consultant. The City retains
the Consultant to assist the City in conducting a search to the
position of Director of Electric Utilities for the City by
providing the following services in a professional manner working
as an independent contractor not under the direct supervision and
contro, of the city commencing immediately upon execution of this
agreement:
A. The Consultant shall meet with the City Manager, the
Executive Director of Utilities, the Human Resources Director and
other city staff as designated by the City management to review the
job specifications and job description and obtain a consensus
regarding desirable work experience and personal characteristics.
B. The Consultant will research its files to identify
potential candidates or "leads" to potential candidates. The
Consultant will call these individuals to determine suitability for
the Director of Electric Utilities vacancy or to solicit
suggestions of other possible candidates. The Consultant dill
place recruitment advertisements in the appropriate publications to
notify prospective candidates of the Director of Electric Utilities
vacancy. The Consultant will serve as the repository for all
resumes and will acknowledge the receipt of each candidate's resume
by letter.
C. After the closing date for filing resumes, the
11114 consultant will carefully review and analyze each resume by
conducting a paper screening on all candidates to include an
evaluation of a candidate's meeting/not meeting the minimum
s` qualifications, assessing the presentation of qualifications (on
paper), assessing the tochniral background of candidates (on
paper), etc. This screen will be based on the minimum
qualifications as outlined in the advertisements, recruitment
" profile, and other job related criteria provided by the City. A
written report will be provided detailing the can,idates'
qualifications against the selection criteria. Anticipated 100-150 e
candidates to be screened.
.
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D. Upon identification of the candidates who best meet II
the City's profile, the Consultant will conduct a 30-45 minute
telephone interview on 15-20 semi-finalists to assess further the
suitability of the candidates for the Director of Electric
Utilities position. The consultant will develop, with the City
representatives, the criteria and questions to be asked and answers
to be assessed. The Consultant will call each semi-finalist,
conduct the interview, and retain all notes on each conversation.
The consultant will prepare and transmit a written report detailing
the candidates' abilities and qualifications based on the telephone
screening interview.
I
+ E. The Consultant will conduct at least two (2)
reference checks on each semi-finalist. The consultant will
prepare and transmit a written report detailing the evaluation of
the candidate and the report will include details of the
information on the candidate provided by the references. The !
consultant will also prepare a written biographical summary on each
semi-finalist.
F. The consultant will present the names of the final
candidates to the City for consideration of panel interviews and
one-on-one interviews with city management.
G. The Consultant will, upon request by the city,
provide assistance in the development of employment terms. This `
step would be accomplished upon evaluation of final candidates
references.
H. The consultant will provide the city with weekly
oral progress reports on the search activity.
I. The Consultant will counsel the Executive Director
of Utilities and other city management ar designated, in such areas `
as the compensation, probability of candidate acceptance, 1
relocation benefit package, and related matters. The ultimate II
responsibility regarding the employment and specific terms of
ej employment would be the sole r. ;possibility of the City of Denton.
J. The Consultant shall perform all services in a
y, timely fashion, and shall complete same in accordance with 1
schedules established by the Executive Director of Utilities and I
r' other city management, as designated, as necessary to carry out the
terms and conditions of this agreement. The consultant understands
and agrees that time is of the essence in completing the services
set forth in this agreement. #
11. Compensation to be Paid Consultant. city agrees to pay
the Consultant as follows:
APP00918
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A. A fee of $14,900 for assisting the City with the
executive search; included travel expenses f
incurred by the Consultant related to the search.
The fee is payable as follows;
$3,000.00 in advance; $3,000,00 per month and the
balance when the Director of Electric utilities
begins employment. The Consultant shall bill the
City through submission of invoices, statements and
other supporting data indicating the progress of
the work and the services performed showing who
performed the work, what type of work was done, and
the details of all services performed.
11. The City shall he responsible for payment of out-
of-pocket expenses for items such as printing,
postage, applicant travel, and the expenses to
relocate the candidate employed.
C. Nothing contained in this section shall require the
City of pay for work which has not been
satisfactorily performed in accordance with the
terms and conditions of this agreement.
III. Legal Status of Candidate, City shall verify the
employment eligibility of the candidate referred by the Consultant
and hired by the City and provide the Consultant with a photocopy
of the completed, verification form (I-9) immediately upon its
completion as required by the immigration Reform and Control Act of
1986. M
IV. Independent Contractor. The consultant is an independent
contractor and shall not be deemed to be considered an employee of
the City for the purposes of income tax, withholding, social
security taxes, vacation or sick leave benefits, worker's
compensation, or any other City employee benefit. The Consultant
shall control all ways and means incident to the proper performance
• and completion of this Agreement,
V. Indemnification. The Consultant shall indemnify and hold
harmless the City its officers and employees from any and all
damages, losses or liability of any kind whatsoever, by reason of
injury to property or third persons to the extent directly and
proximately caused by the error, omission or negligent act of the
• consultant, its officers, agents, employees, and invitees in the •
performance of this Agreement, and the Consultant will, at its cost
and expense, defend and protect the city against any and all such
claims and demands in-luding, without limitation, the payment of
APP00918
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reasonable attorney fees and court costs incurred in the defence of
the City.
VI. Term. This Agreement shall begin on the date this
agreement has been executed by both parties and end when the all
services have been performed and all conditions of this Agreement
have been satisfied unless sooner terminated under Section Vii
"Cancellation".
VII. Cancellation. The City may cancel this Agreement at any
time by giving fourteen (14) days prior written notice. If this
t contract is terminated prior to the hiring of a candidate,
consultant shall invoice and the City shall pay consultant for all.
work satisfactorily completed up to the time consultant receives f
the notice. If a candidate evaluated by Consultant is hired after
cancellation the full fee shall be paid by City to Consultant.
All reports and other documents, or data, or work related to this
agreement shall become the property of the City upon termination of
this agreement.
i
VIII. Personnel. For the purpose of this agreement the key
persons who will be performing most of the work hereunder shall be
Carl Mycoff who shall devote a substantial. amount of time to
providing the services hereunder. However, nothing herein shall
limit the Consultant from using other qualified and competent
members of their firm to perform the services required herein. Any
such personnel shall not be employees cf or have any contractual
relationship with the City.
IX. Icon Waiver. Approval of any report of other services by
the City shall not be deemed a release of the responsibility of the
consultant for the accuracy and competency of its work; nor shall
such approval be deemed to be an assumption of such responsibility
by the City for any defect in any report or other documents or `
services prepared or provided by the Consultant, its employees,
officers, or agents.
X. Assignability. The Consultant shall not assign any
interest in this agreement and shall not transfer any interest in
s this agreement (whether by assignment, novation, or otherwise)
without the prior written consent of the City.
XI. Governing Lax/Vanuo. For the purpose of determining
place of agreement and the law governing same, this agreement is
entered into in the City and County of Denton, Texas, and shall be
governed by the laws of the State of Texas. Venue and jurisdiction
of any suit or cause of action arising under or in connection with
this agreement shall be exclusively in a court of competent
jurisdiction sitting in Denton County, Texas. j
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XII. Compliance Mith Laws. The consultant shall comply with
all federal, state, and local laws, rules, regulations, and
ordinances applicable to the work covered in this agreement.
XII. Captions. The captions or headlines of the sections and
paragraphs of this agreement are for informational purposes only
and shall not in any way affect the substantive terms or conditions
)f this agreement.
Executed this the 3rd day of October , 19 86.
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LLOYD V. HARRELL
CITY MANAGER
ATTEST:
j JENNIFER WALTERS, CITY SECRETARY
BY:
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APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
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/ AS6f~CIATES
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BY:
That the Director of Hur_, Resources s l~reby de:aig n~ d as the
• j representative of the Ci~y of Denton to a ministerythe,orovisions
)J of this Agreement.
DATE CITY MAMA ER
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1.
CONTRACT FOR
HAZARDOUS WASTE MANAGEMENT
The City of Denton, Texas, a Texas municipal corporation, (the
City) and _ s n mKvupa , a
RAzaamuc: (Contractor) enter into this contract to provide
for waste management the transportation and disposal of hazardous
waste and agree as follows:
1. Definitions:
(a) Delive~y_ Site means the City's pole yard located at
1701 Spencer Road in the City of Denton, Texas, being the site
at which the City will deliver hazardous waste to Contractor
for transportation and disposal.
(b) Haz.~!_l;doue Waste Manggement Serviced or services means the
pickup, transportation, and disposal of hazardous waste to be
provided by Contractor under this Contract.
(c) Jdazardous Waste or Waste means those substances designated
by the City for which contractor is to provide hazardous waste
management services.
2. Services. Contractor shall provide hazardous waste man-
agement services for the City according to the provisions of this
Contract.
3. Sc a ul n . Contractor shall remove hazardous waste from
the delivery site within thirty days of the date it receives writ-
ten notice by the City that hazardous wastes are ready for removal
at the delivery site.
4. Waste Characterization. The City shall inform Contractor
of the chemical, physical, and hazardous characteristics of any
waste to be removed from the delivery site prior to delivery to
Contractor, except where Contractor characterizes the hazardous
• waste based upon analysis of samples provided by the City. Con-
tractor may, prior to possession, reject waste that does: not
materially conform to the characterization or sample provided to
Contractor by the City. If Contractor refuses to accept delivery
of any waste from the City, it shall give the City written notice
why the waste is non-conforming within ten (10) business days of
the date it is rejected. Title and rasponsibility for nonconform-
ing waste shall remain with the City until City and Contractor
agree upon appropriate management of the non-conforming waste by •
Contractor. Until such time, Contractor shall be responsible for
negligent or intentional acts of its agents, officers or employees
with respect to the non-conforming wastes.
.g
5. ggpgensation. The City shall compensate Contractor for
services provided in the schedule of rates shown in Exhibit A,
attached to and incorporated into this contract by reference. The
City shall pay or reimburse Contractor for all state and local
sales, use or excise taxes of any kind assessed on the services
provided under this Contact. The City shall provide Contractor a
certificate of tax exemption for use by Contractor. The City shall
pay for services as follows: (a) 90% of the total fee within thirty
(30) days of receipt of the shipping manifests; (b) the remaining
10% of the total fee within thirty (30) days of receipt of the Cer-
tificates of Destruction.
If Contractor is delayed for more than two hours from receiv-
ing the hazardous waste after arriving at the delivery site due to
the city's action or inaction, contractor shall be entitled to a
standby charge of $1.00 per minute. Standby charges shall not be
assessed for the first two hours nor for the time during which the
City is ready and :Tilling to make delivery of the hazardous waste
to Contractor.
6. Term. This contract shall become effective on the date
hereof and shall continue in effect until SYP28MBRB 3s , 1991
unless terminated earlier in accordance with this Contract.
7. City Warr-rliy_ The City represents and warrants to Con-
tractor that:
any waste samples it provides to Contractor shall be
representative of the particular waste streams sampled;
b. any waste characterization it provides shall be true and
correct;
c. the City holds clear title to all waste to be managed
hereunder or is authorized by the owner ox w°.ste to
arrange for management thereof;
d, if waste is PCB-contaminated oil to be chemically datoxi-
• Pied, the oil:
1) is mineral oil dielectric fluid (transformer oil);
2) contains no more than 5,000 ppm PCBs unless
specifically noted otherwise; and
3) contains no constituents regulated as hazardous waste
under the Resource Conservation and Recovery Act or asso-
ciated EPA regulations;
i;
e. the City is not currently under legal restraint or order
that would prohibit transfer of possession or title to waste
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to Contractor for transportation, storage, treatment or
disposal;
F. the City will comply with all governmental laws, regula-
tions, and orders respecting the handling, storage, and
packaging of thg waste to be managed by Contractor.; and
g. the City shall provide appropriate access to the work
site. In this context, "appropriate access" means sufficient
proximity, manpower, and equipment to enable the safe loading
of Contractor's truck in a timely fashion.
The parties agree that Contractor's sole remedy for breach of
this warranty shall be the standby charges provided for in
this contract. II
8. Contractor's Warranty. Contractor represents and warrants
to the City that:
a. Contractor understands the risks presented to persons,
property, and the environment in the handling, transportation,
storage, treatment and disposal of wastes to be managed
pursuant to this Contract;
b. Contractor is qualified to perform the services hereunder
and will do so in a safe and workmanlike manner and in
compliance with all governmental laws, regulations, and
orders; and
c. Contractor has and will maintain for the life of this
contract all permits, licenses, certificates, and approvals
necessary for the performance of services hereunder.
d. That Contractor will properly package, label and mark all
applicable wastes under this contract in accordance with all
applicable governmental laws, regulations and orders.
r
9. Indepni €icatiq
0 a. Contractor shall indemnify and save the City, its
officers, employees, and agents, harmless from and against any
expense, loss or liability caused by or resulting from the
failure of contractor to fully comply with applicable federal,
state or local laws, statutes, regulations, or governmental
directives which regulate tho handling, transportation,
storage, or disposal of the waste subject to this Contract and
from any and all claims, suits and liability for loss of or
damage to any tangible property or persons (including death)
caused by Contractor during the handling, collection,
transportation, storage, or disposal of the waste subject to
this Contract.
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b. Contractor shall not be liable for loss of profits or
revenue, claims of customers of City, loss of use of equip-
went, or cost of purchase or replacement power.
10. Transfer of 'Pit-le and Responsibility, When Contractor has
received waste from the City at the delivery site, the title,
responsibility, and risk of loss for the waste shall pass from the
City to Contractor, when Contractor has departed the property
designated as the delivery site under this Contract, and contractor
shall defend, indemnify and hold the City harmless for any sub-
sequent damage, expense, loss, fines, or other liability connected
wit)) the transportation or disposal of the hazardous waste.
11. Insurance. Before performing any services hereunder, Con-
tractor shall obtain and maintain for the duration of this
contract., at its own expense, insurance in the following minimum
amounts:
Coverage Limits i
a. Worker's Compensation Statutory
b. Employer's Liability $1,000,000 per occurrence
c. Commercial General Liability $1,000,000 combined
(bodily injury and single limit
property damage)
d. Excess Liability $4,000,000 per occurrence
and aggregate
e. Automobile Liability $1,000,000 combined
(bodily injury and single limit
property damage)
f. Environmental Impairment
Liability (including $0,000,00 per occurrence
sudden & accidental and $6,000,000 aggregate
non-sudden & gradual)
If
General Liability and Automobile Liability insurance shall name
City of Denton as an additional insured. Each poli^y or certifi-
cate evidencing the insurance shall contain an endorsement which
provides that the insurance company will notify Contractor and the
City at least to days prior to effective date of any cancellation
or to nnination of the policy of certificate or any modification of
the policy which adversely affects the interest of the city of f
Denton in the insurance. The notice shall be sent by registered
mail and shall identify this Agreement, the policy and the insured.
Contractor shall furnish the City with evidence that required in-
surance coverage has been obtained prior to providing any service.
Page 4
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12. Force Majeure,_ Delay or failure of either party in the
performance of its obligations hereunder shall be excused if caused
by circumstances beyond the control of the party affected, in-
cluding, without limitation, acts of God, strikes, fire, flood,
windstorm, action or request of governmental authority, and in-
ability to obtain material, equipment, or services, provided that
a prompt notice of such delay or failure is given and the affected
party diligently attempts to remove the cause.
13. Independent Contractor, contractor is and shall perform
this Contract as an independent contractor and shall have and main-
tain exclusive control and direction over all of its employees,
agents, and operations. Neither Contractor nor anyone employed by
contractor shall be, act, purport to act, or be deemed to be the
City's agent, representative, employee, or servant. Contractor
assumes full and exclusive responsibility for the payment of all
premiums, contributions, payroll taxes, and other taxes now or
hereafter required by any law or regulation as to all personnel en-
gaged in the performance of this Contract by Contractor.
14. Ca~c~llation. Either party may cancel this contract im-
mediately upon notice to the other party, and without incurring any
liability to that party if such other party
a. violates any provisions of this Contract;
b. has been adjudicated bankrupt;
c. has filed a voluntary petition in bankruptcy;
d. has made an assignment for the benefit of creditors; or
e. has had a trustee or receiver appointed for it.
15. Non-w_eLi_yer. The waiver by one party of any breach or
default hereunder by the other party shall not operate or be con-
strued as a waiver by that party of any other or subsequent breach
or default.
i
• 16. ss nmeilt. Contractor may, upon written consent of City
assign the performance of services under this contract. Contractor
may not, without the prior written consent of the City, cause the
disposal of waste materials at any facility other than that speci-
fied in contractor's bid. Any such assignment or delegation shall
not operate to relieve Contractor of its responsibilities hereun-
der, and notwithstanding any such assignment or delegation, Con-
tractor shall remain obligated to the City in these undertakings.
17. Applic4kl-p __kd!bL, This Contract shall be governed by the
laws of the State of Texas. Venue for any lawsuit involving this
Contract shall be in Denton County, Texas.
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18. Severabll y, If any provision of this Contract is found
to be illegal, invalid, or unenforceable, the findings shall not
affect the other provisions of this Contract.
19. Entire Agreement, This Contract contains the entire and
only agreement between the City and Contractor respecting the
subject matter hereof. It supersedes all prior or conflicting
agreements or representations. Modification of this Contract must
be in writing and signed by both pi,rties.
20. Notices, Unless otherwise indicated, all notices pursuant
to this Contract, axcept for notices under paragraph 15, shall be
sent in writing by certified mail, return receipt requested, or by
telecopy, addressed as follows:
To s_D_ MYSns _ To the City:
1
D2M1S_E0LaAnB City of Denton
NATIONAL CONTRACTOR Attn: Director of Electric
ACOOEM Ex3cmrVE Utilities
180 SOUTH AVEM 901B Texas Street
TAT.TAAtm. nn aa77A Denton, Texas 76201
Any notice transmitted by mail shall be effective as of the
date mailed. Any notice transmitted by telecopy shall be effective
upon actual receipt.
Agreed to by Contractor and the City as of the date first
written above.
CITY OF DENTON, TEXAS
J4~
RIM SvRBLA, ACTING CITY KAItl M
ATTEST:
. JENNIFER WALTERS, CITY SECRETARY
Y
BY: `
APP ED AS TO LEGAL FORM:
0 HERBERT L. PROM, CITY ATTORNEY . •
a U ..P y a~ 1 f` ito
BY:
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AKEMDjJM NO. 1 TO THE AGREEXXXT BZM, BY
THE CITY OF DrATOH AND RALPH E. NZM=
This is Amendment No. 1 to the Agreement executed by the City of
Denton, a municipal corporation of the State of Texas, with office
at 215 E. McKinney, Denton, Texas 76201 (hereinafter referred to as
"City") and Ralph E. Newlan, P.O. Box 684824, Austin, Texas 78768
(hereinafter referred to as "Consultant") on November 22, 1994.
The terms and provisions of the original agreement between the
parties is hereby amended so that hereafter the agreement between
the parties shall be and read as followss
1.
SCOPE OF sERPICRs
Consultant agrees to perform the following services:
PHASE ONE
1. Survey all remaining pro-1946 structures in Denton, Texas.
Expected products include photo-documentation of each property,
with color slides of the most significant properties: an
expanded inventory; and recommendations for potential historic
districts, individual National register nominations and
Recorded Texas Historic Landmarks. Consultant shall conduct
the survey in compliance with Texas Historical Commission
guidelines. Inventory shall include addresses, simple arohi-
tectural descriptions, ownership and historical significance.
The inventory shall specify high, medium or low priority for
each resource.
2. visual survey of sites.
All sites (commercial, residential or other) of cultural or
historical significance within the city limits will be mapped
I and keyed to a Denton planning and zoning map.
t; •
3. Photography for Each Property.
A. Primary elevations and out-buildings should be recorded for
r.' each property in black and white 35 mm film. In addition,
the most significant properties should be documented by
color slides.
• •
B. Consultant shall use 35 mm black and white Plus-X or Tri-X
film to produce one set of negatives (in clear protective
sleeves) and three accompanying contact sheets. Kodachrome
64 should be used for all slides (2 copies of each slide
are required).
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C. Consultant shall log on photographs forms so they are
properly identified and tied to the survey information-
D. Consultant shall key contact sheets and negatives to the
inventory and maps and placed in ring binders.
E- All photographs shall be produced in a manner consistent
with Texas Historical Commission and U.S. Department of the
Interior National Park service guidelines.
4. survey Report.
A. The site survey report to accompany the survey products
shall contain the following-
1) introduction to identify survey boundaries, purpose of
survey
2) Credits
3) overview of history of Denton and its environment
4) Recommendations for future historic designations and/or
historic districts
5) Discussion of the methodology used in the survey
6) Prioritized inventory of all pre-1945 properties
D. Consultant shall submit four copies of the report to the
City of Denton Historic Landmark Commission.
5. Phase Two.
A. Phase Two of the Comprehensive Survey of the Historic
Resources of Denton, Texas wills
1) identify and evaluate historic districts and individual
properties eligible for federal and local designation,
2) make rncommendations for the future preservation
planning to be implemented by the Denton Historic
Landmark Commission.
The total budget for this phase of work is $10,000 with
payment to be made upon the completion of each task
identified in Section 6.F. (the schedule of work). The
project will be completed by January 15, 1996 with the
option for an extension through July 310 1996, subject to
the approval of the Certified Local Government Coordinator
R with the Texas Historical Commission.
i
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8. This phase of the project will include the following tasks,
1) Undertake research on primary sources and conduct an I(
analysis of property types identified during the survey
phase to demonstrate their relationships with the
historic contexts and developmental patterns of Denton.
The purpose of this analysis of the preliminary survey
is to provide the necessary information to the Denton
Historic Landmark Commissioi in their decisions for
prioritizing proposed historic districts and individual
properties.
2) Analyze all areas of the survey area that could
possibly qualify as historic districts, both locally
and as NR districts. In particular, evaluate large
residential districts for final detwrmination of
integrity and contributing/non-contributing status and
assessment of affect of non-historic properties on the
district's overall integrity. Prioritize these
potentially eligible districts through discussions with
the Denton Historic Landmark Commission.
3) Compile a list of individual properties (outside of
potential districts) that are potentially eligible for
local and/or federal designation suggest guidelines
for selecting individual properties that will provide
a diverse cross-section representing the overall
s history of Denton. Prioritize these potentially
eligible properties through discussions with the Denton
Historic Landmark commission.
4) Conduct workshops with the Denton Historic Landmark
Commission, or a sub-committee of this body, to provide
for their input and decision-making into this process.
i
5) Prepare a final report.
C. The final product of Phase Two of the Comprehensive Survey
a of the Historic Resources of Denton, Texas will be the
L preparation of a final report that will include the
followings
1) Ana lysis of reliminarv survev Remelts
- examination and discussion of property types
identified in initial phase of surveyl
- suggestions for a historic context describing the
ui.ifying, thematic framework for Denton's resouro-
es for the purpose of directing subsequent re-
PAGE 3
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search map of survey area indicating all high,
medium, and low priority properties. {I
2) Prooo ed Hi@~oric D,~stricts
statement of methodology for identification of
districts and their boundaries; and for prioritiz-
ation of districts;
observations on individual characteristics of each
district;
historical perspective on each proposed historic
district;
map of proposed historic districts, outlining
boundaries and graphically indicating high, medium {
and low priority sites within the districts;
- additional photographic documentation on high
priority sites located in historic districts
selected by the Denton Historic Landmark Commis-
sion;
- THC-approved site forms for high priority proper-
ties within the historic districts selected by the
Denton Historic Landmark Commission,
3) Individual Hiah Priority Properties
- list of all high priority properties not located
within proposed districts and potentially eligible
on an individual basis;
- list of high priority properties selected by the
Denton Historic Landmark Commission for primary w
consideration;
- additional photographic documentation for individ-
ual buildings selected by the Denton Historic
Landmark Commission;
- THC-approved site forms for individual buildings
of high priority selected by the Denton Historic
Landmark Commission.
PAGE 4
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4) Preliminary Preservation Ptan for the Historic Resourc-
es o~ Denton, Tens
incorporation of goals and objectives for Denton's
historic preservation program identified by the
Denton Historic Landmark Commission and recommen-
dations for:
- prioritizing identified historic districts
- individual property nominations to the Nation-
al Register
- future survey efforts
- incentives for federal and local designation
- cooperative programs with other local entities
- design guidelines
- review of current historic zoning ordinance
- educational prugrame
6. Otk*r Re"ireu*nts.
A. The consultant will work with the Certified Local Govern-
ment Committee of the City of Denton Historic Landmark
Commission and with the National Register Programs staff of
the Texas Historical Commission.
B. The consultant shall attend an orientation with the
Chairman of the City of Denton Historic Landmark Commis-
sion, the Preservation Officer and the National Register
r Program staff of the Texas Historical Commission prior to
the commencement of the project.
i
C. The consultant will be responsible for expenses associated
directly or indirectly with the survey, including, but not
limited to travel, office, and production.
D. The consultant will be available for interviews with the
media and interested groups and will present the survey
findings to at least one, and not more than threat meetings
of the Denton City Council.
E. No subcontracts will be approved without the expressed
written consent of the City of Denton Historic Landmark
Commission. I
PAGE 5
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71t the time of this amendment, Phsss On* has been completed
and the compensation under the original contract has been
remitted to consultant. {
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F. City shall pay Consultant an additional sum totaling Ten
Thousand Dollars ($10,000.00) for his services in Phase
Two. Payment should be made in six equal installments of
Dollars and sixty-Savan
one
Cents h($1,m666-67) Hundred to the x services provided below: I
Step 1. Completion Date: October 14, 1995.
Analyze survey results by assessing potential historic
districts, evaluating property types, and preparation of
map indicating high, medium, and low priority properties.
Step 2. Completion Date: November 6, 1995.
Present preliminary report to Denton Historic Landmark
Commission and gather the commission's input for next step.
en 3. Completion Datet December 29, 1995.
t Complete survey data production and submit report to Denton
Historic Landmark Commission.
pten 4. Completion Date: January 8, 1996.
Present Preliminary Report to Denton Landmark Commission
and conduct workshop for the purpose of setting priorities
for potential historic districts and individual properties,
as well as identifying goals and objectives for Denton's
preservation program.
F
Stet' 5. Completion Dates April 8, 1996.
1 Incorporate goals and objectives and complete additional
documentation on individual properties and historic
• districts identified by Denton Landmark Commission.
d
Ste" 6 Completion Date: June 15, 1996.
' Submit final report.
G Secretary survey team personnel must meet criteria specified by the
Qualifications."
PAGE 6
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II.
ADDITIONILL SERVICES
I
Consultant agrees to:
i. Maintain financial records pertaining to all matters relative
to this project in accordance with 6tandard accounting princi-
pals and procedures.
2. Retain all records and supporting documentation applicable to
this project for a period of three years except as follows:
A. Records which are subject to audit finds shall be retained
for three years. These records and supporting documenta-
tion shall be made readily available, upon request, for
inspection or audit by representatives of the City.
B. In the event that the proposer goes out of business or
existence, it shall turn over to the City all of its
records relating to this project for retention by the City.
3. Make all records associated with this project available to the
City for examination.
4. Furnish the City at such time and in such form as the City may
require, financial statements including audited financial
statements, records, reports data and information, as the City
may request pertaining to matters covered by this project.
5. Prohibit the funds directly or indirectly under the terms of
this from being used for any partisan political activity or to
further the election or defeat of any candidate for public
office.
6. To not assign any interest and shall not transfer any interest
in the same without prior written consent of the City of Denton
Historic Landmark Commission.
r 7. Indemnify the City against any and all claims, demands, judg-
ments, liability or sums of money to any party accruing against
the City for loss of life or injury or damage to persons or
property growing out of or resulting any negligent act or
omission of the proposer, except that the indemnity provided
for in this paragraph shall not apply to any liability result-
ing from the sole negligence of the City. In the event of
joint and concurrent negligence of both the Consultant and the A
City, responsibility and indemnity, if any, shall be appor-
tioned comparatively in accordance with the laws of the state
of Texas, and without waiving any defenses of the parties under
Texas law. The provisions of this paragraph are solely for the
PAGE 7
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benefit of the city and the successful proposer and are not
intended to create or grant gay rights, contractual or other-
wise, to any ether person or entity.
e. In performing services, the relationship between Consultant and
City is that of independent contractor, and Consultant shall exercise independent judgement in performing its duties undo
the contract. Consultant shall be solely responsible for
setting working ho!ars, scheduling or prioritizing the work flow
and provision of the ahow the work is to be performed. No greement between Consultant nd City shall be
construed or as making Consultant the making Consultant eligible tfor benefits, employee
of City, as
worker's compensation.
9. Consultant's
Federal, State and local hlaws, rules shall ancomply with d regulatior applica-
ble
III.
TERX OF COIPMOT
shall The term of this Contract Consult nt shall c mplete these vices provided for herein no later
than June 15, 1996.
IV.
TERMINATION 01 COXMCT
If, through any cause, Consultant shall fail to fulfill obligations
under thin contract in a timely and proper manner or if Consultant
shall violate any of the covenants, agreements, or stipulations of
this contract, the City shall immediately have the right to ter-
minate this contract by giving written notice to Consultant of such
, at least
of i such date thereof
termination he effective the date effective
termination.
five days before
The City may also terminate this contract, upon 30 days written
date shall be
ice paid of
i notion to Consultant; prded through Consultant
for services properly p p
termination.
V.
INDEPENDENT CONTRACTOR
i
it is mutually understood and agreed by and between City and
Consultant that Consultant is an independent Consultant and shall
not be deemed to be or considered an employee of the City of
Denton, Texas, for the purposes of income tax, withholding, social
security taxes, vacation or sick leave benefits, worker's compensa-
tion, or any other City employee benefit. consultant shall perform
PAGE 8
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the services hereunder at the direction of and to the satisfaction
of the City Manager of the City of Denton or his designee under
this agreement.
VI.
V=UE
This agreement shall be governed by the laws of the State of Texas.
Any and all suits brought for the enforcement of breach of this
agreement shall be brought in the District court of Denton County,
State of Texas, and not elsewhere.
VII.
NOTICe
Any notice or other written instrument required or permitted to be
delivered under the terms of this Contract 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, addressed to Consultant or City, as the
case may be, at the following addresses:
CITY CONSULTANT
City of Denton, Texas Ralph E. Newlan
ATTN: City Manager P. O. Box 684824
215 E. McKinney Austin, TX 78768
Denton, TX 76201
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.
EXECUTED this Z7 day of W owwt~w r 1995.
CITY OF DENTON, TEXAS
4s .
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ti f
YD L, CITY MANAGER
rIi
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BYt ~a
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APPROVED AS TO LEGAL FORM
HERBERT L. PROUTY, CITY ATTORNEY j
BY: I
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iumg E. NEWLAN
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1995 - 1996 AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
$ETIAED AMD 6EElOR noop mvP)
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 Retired and Senior Volunteer
Program, a non-profit corporation, 1400 Crescent Street, Suite 7,
Denton, Texas 76201, hereinafter referred to as "Organization";
WHEREAS, City's Human Services Committee (HSC) has reviewed the
services of organization and has determined that Organization per-
forms an important service for the residents of Denton without re-
gard to race, religion, color, age or, national origin, and HSC
recommends funding Organization; and
WHEREAS, City has determined that Organization merits assis-
tance and can provide needed services to citizens of City and has
provided funds in its budget for the purpose of paying for
contractual services;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE C _Bj2,VICES
Organization shall in a satisfactory and proper manner perform k
the following tasks, for which the monies provided by City may be
used:
A. organization's purpose is to offer opportunities for retired
persons fifty-five (55) years of age or older to do volunteer
service In the community.
B. Remove obstacles that would keep volunteers from serving
(transportation, reimbursement, meals, insurance).
j C. Develop stations, non-profit, public and private, in which
w volunteers can serve and, with the assistance of a stations
representative, design job descriptions for services needed.
D. Recognize volunteers for their valuable sksrvice and
recognize supportive staff in cooperating agencies.
E. Recruit, place and train volunteer.a.
organization shall also provide those services described in the
Work Statement herein attached as Exhibit A.
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II. OULIUVONS OFQRGANIZATION
in consideration of the receipt of funds from City, Organiza-
tion agrees to the following terms and conditions:
A. Seven Thousand Eight Hundred Dollars ($7,800.00) will be I
paid to Organization by City, and the only expenditures from this
account, until such time as said funds are exhausted, shall be in
accordance with the project budget vttached hereto as Exhibit B and
incorporated herein by reference for those expenses listed in the
scope of services as provided herein. Organization shall not
utilize these funds for any other purpose.
B. It will establish, operate; and maintain an account system
for this program that will allow for a tracing of funds and a
review of the financial status of the program.
F C. It will permit authorized officials of. City to review its
books at any time.
D. It will reduce to writing all of its rules, regulations, and
policies and file a copy with City's Community Development Office
along with any amendments, additions, or revisions whenever
adopted.
E. It will not enter into any contracts that would encumber
City funds for a period that would extend beyond the term of this
Agreement.
F. At the discretion of City, Organization may be required to
r?fund the balance of the special account to City at the and rf
Organization's fiscal year,
G. Ij will promptly pay all bills when submitted unless there
is a discrepancy in a bill; any errors or discrepancies in bills
shall be promptly reported to City's Executive Director of Finance,
or her authorized representative, for further direction.
• H. it will appoint a representative who will be available to
meet with City's Executive Director of Finance and other City
officials when requested.
1. It will indemnify and hold harmless City from any and all
claims and suits arising out of the activities of organization, its
employees, and/or contractors, and save and hold City harmless from
all liLAbility, including costs, expenses and attorneys fees, for or •
on account of, any claims, audit exceptions, suits, or damages of
any character !~hatsoever, resulting in whole or in part from the
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performance or omission of any act of any employee, agent or
representative of Organization.
7. It will submit to City copies of year-end audited financial
statements,
t21. TIME OF PERFQRMMCCE
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The services funded by City shall be undertaken by Organization
within the following t frame:
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October _y95 through September 30, 1996.
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IV, PAYMYAIU^
A. Payaonts to organization. City shall pay to Jrganization
an amount of money not to exceed Seven `thousand Eight Hundred s
Dollars ($7,800,00) for services rendered under this Agreement. I
City will pay these funds on a reimbursement basis to organization
within twenty days after city has received supporting documenta-
tion. Organizatlori's failure to request reimbursement on a timely
basi,3, may jeopard'.ze present or future funding.
B. Excess Paynent. 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) than resulted in overpayment to Organization; or
2) 'ias not been spent. strictly in ar:cordarice with the terms
of this Agreement; or
3) is not supported b1 adequate documentation i.o fully
justify the expenditure.
C. During any one month period, Organ ?.nation will not request f
more than tine-fifth (1/5) of the total budget for costs so
specified in Exhibit B.
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A. Dsobli.7ation Of Funds. in the event that act lal exy ai-
tures deviate from Organization's provision of a corresponding
level of performance, as specified in Exhibit A, City hereby
reserves the right to reappropriate or recapture any such under
expended funds.
• E. Contract Close out. organization shall submit the contract
close out package to City, together with a final expenditure
report, for the time period covered by the last invo.se requesting
reimbursement of finds under this Agreement, within fifteen (15)
working days following the close of the contract period. organiza-
tion shall utilize the form agreed upon by City and organization.
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V. EVALUATIQN '
Organization agrees to participate in an implementation and
maintenance system whereby the services can be continuously moni-
tored. 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: s
A. All external or internal audits. Organization shall submit I
a copy of the annual independent audit to City within ten (10) days
of receipt.
B. 1111 external or internal evaluation reports.
C. Quarterly performance reports to be submitted in January,
April, July and September, to include the following data:
1. Number of active senior volunteers.
2. Number of volunteer hours served.
3. Number of stations in which volunteers serve.
4. Race and/or ethnicity of volunteers.
D. Organization agrees to submit quarterly financial state-
ments in January, April, Juiy, and September. Each statement shall
include current and year-to-date period accounting of all revenues,
expenditures, outstanding obligations and beginning and ending
balances.
E. An explanation of any major changes in program services.
VI. DIRECTORS' MEETINGS
During the term of this Agreement, Organization shall deliver
to city copies of all notices of meetings of its Board of Direc-
tors, 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
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. SUSPENSION OR TERMINATION !
City may suspend or terminate this Agreement and payments to
organization, in whole or part, for cause. Cause shall include but
not be limited to the following:
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A. Organization's improper or inept use of funds,
B. Organization's failure to comply with the terms and
conditions of this agreement,
C. Organization's submission of data and/or reports that are
incorrect or incomplete in any material respect,
D. Appointment of a trustee, receiver or liquidator for all or
a substantial part of Organization's property, or institution of
bankruptcy, reorganization, rearrangement of or liquidation
proceedings by or against Organization, or
E. City determines that the carrying out of this agreement is I
rendered impossible or infeasible.
In case of suspension, City shall advise organization, in
writing, as to conditions precedent to the resumption of funding
and specify a reasonable date for compliance.
In case of termination, organization will remit ti City any
unexpended City funds. Acceptance of these funds shall not
constitute a waiver of any claim City may otherwise have arising
out of this Agreement.
VIII. EQUAL OPPORTUNITY i
A. Organization will submit for. City approval, a written plan S
for compliance with the Equal Employment and Affirmative Action
Federal provisions, within one hundred twenty (120) days of the
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effective date of this Agreement.
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B. organization shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. 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.
D. 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 1 A
ORGANIZATION represents and warrants thats
.
A. All information, reports and data heretofore or
hereafter requested by City and furnished to City, are complete and
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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 j
of organization. f
C. No litigation or legal proceedings are presently pending 1
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 teriwa and conditions of this
Agreement.
F. None of the assets of organization is 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. j
Each o" these representations and warranties iahall be
continuing a J shall be deemed to have been repeated by the
submission o each request for payment.
X. CHANGES &HD AMENDMENTS
A. Any alterations, additions, or deletions to the terms of f
this Agreement shall be by written amendment executed by both
j y parties, except when the terms of this Agreement expressly provide
that another method shall be used.
B. Organization may not make transfers between or among
f' approved line-items within budget categories set forth in Exhibit
a without prior written approval of Community Development Coordina-
tor for the City. Organization shall request, in writing, the
budget revision in a form prescribed by city, and such request for
revision shall not increase the total monetary obligation of City
under this Agreement. In addition, budget revisions cannot
significantly change the nature, intent, or scope of the program
funded under this Agreement.
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C. Organization will submit revised budget and program
information, whenever the level of funding for organization or the
program(s) described herein is altered according to the total
levels contained in any portion of Exhibit B.
D. It is understood and agreed by the parties hereto that
changes in the State, Federal or local laws or regulations pursuant
hereto may ocour during the term of this Agreement. Any such
modifications are to be automatically incorporated into this j
Agreement without written amendment hereto, and shall become a part
of the Agreement on the effective date specified by the law or
regulation.
E. City may, from time to time during the term of the
Agreement, request changes in Exhibit A which may include an
increase or decrease in the amount of organization's compensation.
Such changes shall. be incorporated in a written amendment hereto,
as provided in Subsection A of this section.
F. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of City.
G. Organization agrees to notify city of any proposed
change in physical location for work performed under this Agreement
at least thirty (10) calendar days in advance of the change.
H. Organization shall notify City of any changes in
personnel or governing board, composition. `
1. It is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the tranofer
of funds between or among said programs will be permitted.
X1. INDSMNIjgUj0 EE
A. it is expressly understood and agreed by both parties I
hereto that City is contracting with organisation as an independent
contractor and that as such, Organisation 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 exemptions, demands, suits or damagsi of any
character whatsoever resulting in whole or in part from the
performance or omission of any employee, agent or representative of
Organisation.
B. Organisation 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 of the use of these contracted funds and program
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administration and implementation except to the extent oauaed by
the willful act or omission of City, its agents or amplor:>'es.
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 perpormed 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.
8. organization further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
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motivated
or gives the appearance of being by desire for private
gain for himself, or others; particularly those with which he 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 (1) 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; or (2) have any interest, direct or indirect,
in this Agreement or the proceeds thereof.
XIII. ,N;POTIS
Organization shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is cur-
rently 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
i' Any notice or other written instrument required or permitted to
be delivered under the torms of this Agreement shall be doomed to
have been delivered, whether actually received or not, when deposi-
ted in the United States mail, postage prepaid, registered or cer
tified, return receipt requested, addressed to organization or
city, as the case may boo at the following addresses:
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CITY ORGANIZATION
City of Denton, Texas Director
Attn:City Manager Retired Senior Volunteer Program
215 E. McKinney 1400 Crescent
Denton, TX 76201 Denton, TX 76"x01
Either party may change its mailing address by sending notice i
of change of address to the other at the above address by certified
mail, return receipt requested.
XV. MISSC OUP
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.
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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 ary 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. j Neither shall such payment, act, or
omission in any manner impair or prejudice any right, power, k
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
j hereto, and any prior agreement, assertion, statement, understand- i
• ing, 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 appropri-
ate, recorded as an amendment of this Agreement.
IN WITNESS WHEREOF, the parties do hereby aff their signa-
t}nes and enter into this Agreement as of theday of
, T XAS
CITY =lCkSVOhla
BY 1 CITY MANAGER
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J ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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i{ APPROVED AS TO LEGAL FORM:
HERBERT PROUTY, CITY ATTORNEY
'9 BY 51.,11. ° ! FA: A
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Retired Senior Volunteer Pn)WM
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A DIRECTOR
is ATTEST:
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EXHIBIT A
WORK STATEMENT
RETIRED SENIOR VOLUNTEER PROGRAM (R,S,V.P.)
The Chisbolm Trail Retired Senior Volunteer Program is a means of engaging older
adults in community service. R,S•V.P. volunteers are placed in locally run non-profit or '
governmental programs that match their skills, interests and abilities. i
In addition R.S.V.P. provides support for its volunteers through mileage reimbursement,
automobile and liability insurance, and annual recognition events to honor volunteers for
their service.
GOAL AND OBJECTIVE'S FOR 1996
I. Program Numbers
A. Goal: To increase total number of volunteers to 790, generating 123,000 hours of
service in 115 stations,
Ob;ectives: (1st. QTR,)
Active Volunteers 755
Volunteer Hours 30,300
Active Stations 110
(2nd QTR.)
Active Volunteers 770
Volunteer Hour. 30,600
Active Stations 112
(3rd QTR.)
Active Volunteers 780
Volunteer flours 30,900
Active Stations 114
(4th QTR.)
s' Active Volunteers 790
Volunteer hour 31,200
Active Stations 115
11, Community Impact
A. Goal; Increase male and minority volunteer participation by 5%, from 157 to 165
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male/minority volunteers. III`;
Objectives;
1) Feature male and/or minority volunteer(s) in minimum of at least one
media exposure.
2) Hold 5th Annual Senior Leaders Program, and make special efforts to
recruit both male and minority participants.
3} Using Greater Lewisville United Way Venture Grant funding, expand
Senior Leaders program to South Denton County, and offer in
conjunction with the North Denton County program during Spring of
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} 4) Develop a Senior Leaders alumni group, to assist with future planning,
fundraising and recruitment of male/minori±y participants for this
training program.
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5) Utilize male and/or minority volunteers as potential speakers for
churches or organizations, or as agency fair representatives to recruit
>1 other male/minority volunteers,
6) Promote volunteer opportunities located in the Southeast area of Denton
(primarily a minority community) In a recruitment effort geared to
minorities and staffed by the part-time coordinator for that area. Sites
where volunteers are needed include: Martin Luther King Recreation f
Center Mentoring/ utoring Program„ Tomas Rivera Elementary School, I~
TWU CARES, and Fred Moore Clothing Room.
13: Goal: Increase community awareness of RSVP. R
Objectives:
l) Continue to implement long-range public relation and recruitment plans,
Including further development of a speakers bureau made up of RSVP
members and other representatives. j
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2) Make 2^ ~mom informational presentations to community groups, F
{ utilizing either RSVP staff' or speakers bureau members,
0 3) Obtain media coverage on a monthly basis,
4) Make literature available in 10 locations other than stations.
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5) Work with Council and Board In establishing one or more RSVP
sponsored community. -wide events for the purpose of publicizing
project, raising funds, and increasing membership.
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6) Participate in cornmunitywide National Volunteer Week activities, and
encourage recognition for RSVP volunteers through local media.
C. Goal: Promote positive voluntarism within the community.
Objectives:
1) Continue the Seniors for Childhood Immunization Project in Denton end
tr Lewisville, including: utilizing RSVP volunteers to make daily hospital
r? visits and; screening immunization records in health clinics, as needed.
' 2) Continue to develop a tracking system for all families visited in the
> hospitals, by using RSVP volunteers to send reminders at 4, 6 & 12
moths,
3) Expand the Immunization project to Trinity Medical Center in
Carrollton, utilizing the Programs of National Significance and Shots
Across Texas Communhy Fund Grants obtained for this project.
j 4) Increase volunteer recruitment efforts in South Denton County including
Lewisville, Flower Mound and The Colony, Hold coffee socials as
needed at local senior centers, along with an expanded Open House for
Station Directors and RSVP volunteers, to acquaint them with volunteer i
opportunities in the area.
5) Continue to seek out high-quality volunteer opportunities, which offer
different challenges for RSVP volunteers to make a significant
difference inn their Communities, especially in the areas of child
abuselneglect, adult literacy, teen pregnancy, mentoring/tutoring children
w-risk, family violence, general respite and care for the terminally ill.
D. Goal: Continue to Involve volunteers in substance abuse activities.
Objectives:
44 l) Participate in National Prescription Month.
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2) Participate in MADD's "Red Ribbon" Alcohol Abuse Campaign.
111. Volunteer Enrichment and Recognition
Goal: Provide both formal and informal recognition of volunteers' service to community
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Objectives:
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1) Acknowledge each volunteer on their birthday with a telephone call or
card.
2) Hold a minimum of one annual group recognition event, where !
certificates for years of service and special awards (such as "Volunteer
of the Year") are presented.
3) Disseminate six bi-monthly newsletters, both to recognize RSVP
volunteers from all over Denton County (such as a "Volunteer of the
Month" in Lewisville or The Colony, eta) And to inform RSVP `
members of volunteer opportunities.
4) Hold group and one-on-one orientations for new volunteers on as
needed bas is.
5) Host orientation/training luncheon for all non-paid volunteer
coordinators who work at some volunteer stations, to recognize their
support of RSVP and re-train them to record all hours worked by RSVP
volunteers.
IV. Administrative Support
A. Goal: Development of esistinq volunteer stations.
Objectives:
1) Hold yearly training/orientation luncheon for station representatives
(paid staff) in recognition of their support of RSVP and to provide
lsaining on working with seniors,
2) )evelop a training session on volunteer management fr,. station
representatives, to be offered at a different time of year from the annual
r orientation event, using Information from the '96 Project Evaluation.
3) Work with other non-profit agencies to develop a coutrty-wide
w organization (such as DOVIA) for volunteer managers to network and
receive volunteer management training.
H. Goal: Support and develop Board of Directors and Advisory Council
Objectives:
•
1) Hold I training session for Board and Advisory Council members, t
2) Facilitate regular meetings of Board and Advisory Council members.
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3) Establish ad-hoc committees for the Board, as needed, to assist with the
following:
a) Advising the Board on all financial matters; preparing and
Implementing a plan lu develop resources, both cash and in-kOd
(Finance Committee).
b) Presenting a slate of officers and new members (Nominating
Committee).
C) Planning and advising on present and future project policies and
programming opportunities for RSVP volunteers (Long-range
Planning Committee).
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4) Establish Advisory Council committees to assist with the following:
a) Develop an annual project evaluation (Evaluation Committee'
b) Plan amoral recognition activities (Recognition Committee).
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C) Present a slate of officers and new members (Recognition
Committee).
u) Enhance public awareness and recruitment effort (r ,nunity
Awareness Committee).
5) Review and update 3 year long-range program plan and budget, as
needed for funding requests.
6) Review and update 3 )ear fund raising plan, as needed.
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EXHIBIT "B"
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RSVP
GENERAL FUND BUDGET
City of Denton Funding . $7,800.00
Monthly Request* . . $650.00
Monthly Salary Expenses" . . . . $7,242.83
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* Monthly Reimbursement for RSVP support staff
Expenditures for Support Staff (3 coordinators who deal directly with RSVP
Volunteers)
L Denton Volunteer Coordinator
2. Project Groups Coordinator
3. MentoringlTutoring Project Coordinator
4. Monthly Salary Expense for Support Staff is $7,242.83
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1995 - 1996 AGREEMENT BETNEEN THE
CITY OF DENTON, TSRAB AND FIRST
TWW COUNCIL OF CAW FIRE, INC.
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 First Texas Council of Camp Fire,
Inc., a non-profit corporation, 2760 Meacham Blvd., Fort Worth,
Texas 76137-9699, hereinafter referred to as "Organization";
n4EREAS, City's Human Services Committee (HSC) has reviewed the
services of Organization and has determined that Organization per-
forms an important service for the residents of Denton without re-
gard to race, religion, color, age or national origin, and HSC
recommends funding Organization; and
WHEREAS, City has determined that Organization merits assis-
tance and can provide needed services to citizens of City and has
provided funds in its budget for the purpose of paying for
contractual services;
NOW, THEREFORE, the parties hereto mutually agree as follows:
Ir SCOPE OF SERVICES
Organization shall in a satisfactory and proper manner perform f
the following tasks, for which the monies provided by City may be
used:
A. Provide courses that enable young people to develop self
esteem and are designed for specific age levels.
B. Provide for family support through high quality child care,
Cr Provide respite care for families with children who have
developmental disabilities. J
• D. Provide year-round camping opportunities for youth and their
families,
E. Provide opportunities for youth to participate in service
projects, camping activities, creative projects, field trips, and
s, activities that invite pursuit of individual interests,
• II. OBLIGATIONS OF ORGANIZATION •
In considerati_., of the receipt of funds from City, Organiza.
tion agrees to the following terms and conditions:
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A. Thirty-three Hundred Dollars ($3,300.00) will be paid to
organization by City, and the only expenditures from this amount,
until such time as said funds are exhausted, shall be in accordance
with the project budget attached hereto as Exhibit a and
incorporated herein by reference for those expenses listed in the
scope of services as provided herein.
B. It will establish, operate, and maintain an account system
for this program that will allow for a tracing of funds and a
review of the financial status of the program.
C. It will permit authorized officials of City to review its
books at any time.
{
D. It will reduce to writing all of its rules, regulations, and
policies and file a copy with City's Community Deve.opment office
along with any amendments, additions, or revisions whenever
adopted.
E. It will not enter into any contracts that would encumber
City funds for a period that would extend beyond the term of this
Agreement.
F. At the discretion of City, organization may be requited to
refund the balance of the special account to City at the end of
organization's fiscal year.
G. It will promptly pay all bills when submitted unless there
is a discrepancy in a bill.; any errors or discrepancies in bills
shall be promptly reported to City's Executive Director of Finance,
or her authorized representative, for further direction.
H. It will appoint a representative who will be available to
meet with City's Executive Director of Finance and other. City
officials when requested.
I. It will indemnify and hold harmless City from any and all
sE claims and suits arising out of the activities of organization, its
employees, and/or contractors. I`
J. It will submit to City copies of year-end audited financial
statements.
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III. TIME OF PERFORMANCE
he services funded by City shall be undertaken by organization r
within the following time frame,
October 1, 1995 through September 30, 1996.
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IV. PAYMENTS
A. Payments to Organization. City shall pay to Organization
an amount of money not to exceed Three Thousand Six Hundred Dollars
($3,300.00) for services rendered under this Agreement. City will
pay these funds on a reimbursement basis to organization within
twenty days after City has received supporting documentation.
organization's failure to request reimbursement on a timely basis,
may jeopardize present or future funding.
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 determinesr
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 riot supported by adequate documentation to fully
;ustify the expenditure.
C. During any one month period, organization will not request
more than one-fifth (1/5) of the total budget for costs as
specified in Exhibit Be
D. DeobligaL•ion of Funds. In the event that actual expendi-
tures deviate from Organization's provision of a corresponding
level of performance, as specified in Exhibit A, City hereby
reserves the right to reappropriate or recapture any such under
expended funds.
E. Contract Close Out. Organization shall submit the contract
close out package to City, together with a final expenditure
report, for the time period covered by the last invctce requesting
reimbursement of funds under this Agreement, within fifteen (15)
° working days following the close of the contract period,
Organiza- tion shall utilize the form agreed upon by City and organization.
V. EVALUATION
f. Organization agrees to participate in an implementation and `
maintenance system whereby the services can be continuously moni-
tored. 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.
PAGE 3
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B. All external or internal evaluation reports.
C. Quarterly performance reports to be submitted in January,
April, July and September, to include the following data:
1. Race;
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2. Number of female households served;
3, Number of disabled individuals served; and
4. Client income .range.
D. Organization agrees to submit quarterly financial state-
ments in January, April, July, and September. Each statement shall
include current and year-to-date period accounting of all reve-.ues,
expenditures, outstanding obligations and beginning and ending
balances.
E. An explanation of any major changes in program services,
i
VI, DIRECTORS'' MEETII all
During the term of this Agreement, Organization shall deliver
to City copies of all notices of meetings of its Board of Direc-
tors, setting forth the time and place thereof. Such notice shall
be delivered to City in a timely manner to give adequate notice, l
and shall include art agenda and a brief description of the matters
to be discussed. Organization understands and agrees that City's
representatives shill be afforded access to all meetings of its
Board of D_r,~ctors.
Minutes of all meetings of Organization's governing body shall {
be available to City within ten (10) working days of approval,
I
VII. $SL~P_E,(7SION 012 JERKIN=
In case of suspension, City shall advise organization, in
writing, as to condlLions precedent to the resumption of funding
and specify a reasonable date for compliance, i
~ In case of termination, organization will remit to City any
t' unexpended City funds, Acceptance of these fund9 shall not
constitute a waiver of any claim City may otherwise have arising II
out of this Agreement.
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VIII. EQUAL OPPORTUNITY 3
1
A. Organization will submit for City approval, a written plan {
for compliance with the Equal Employment and Affirmative Action
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Federal provisions, within one hundred twenty (120) days of the
effective date of this Agreement,
B. Organization shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. 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 1
with local, State and Federal rules and regulations.
D. In the event of organization's non-compliance with the
non-discrimination requirements, the Agreement may be canceled,
terminated, or suspended i.n whole or in part, and organization may
be barred from further contracts with City,
IX. KAUMTIM
ORGANIZF.r'ION represents and warrants that:
A. All information, reports and data heretofore or hereafter
requested by City and furnished to City, are cumplete and accurate
as of the date shown on the information, data, or report, and,
since that date, have not undergone any significant charige without
written notice to City.
A. 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 .eport, and the results of the operation for the period
covered by the report, and that since said data, then,- has been no
material change, adverse or otherwise, in the financial condition
of organization.
C, No litigation or legal proceedings are presently pending
f or threatened against Organization,
`j D. None of the provisions herein contravenes or is in
"u • 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 j
and accept payments hereunder, and has taken all necessary action
to authorize such acceptance under tYa terms and conditions of this
Agreement.
F. None of the assets of Organization is subject to any lien
or encumbrance of any character, eycept for currant taxes not
delinquent, except as shown in the financial statements furnished
by organization to City.
PAOR 5
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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. 0JM9 S 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 may not make transfers between or among
approved line-items within budget categories set forth in Exhibit
B without prior written approval of Community Development Coordina-
''.or for the City. Organization shall request, in writing, the
budget revision in a form prescribed by City, and such request for
revision shall not increase the total monetary obligation of City
under this Agreement. in addition, budget revisions cannot
significantly change the nature, intent, or scope of the program
funded under this Agreement.
C. Organization will submit revised budget and program
information, whenever the level of funding for Organization or the
program(s) described herein is altered according to the total
levels contained in any portion of Exhibit B.
D. 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 autDmati.cally 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.
E. City may, from time to time during the term of the
P Agreement, request changes in Exhibit A which may include an „
increase or decrease in the amount of organization's compensation.
Such changes shall be incorporated in a written amendment hereto,
as provided in Subsection A of this Section.
F. Any alterations, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of City.
G. Organization agrees to notify City of any proposed change
0 in physical location for work performed under this Agreement at
least thirty (30) calendar days in advance of the change.
H, Organization shall notify City of any changes in
personnel or governing board composition.
PAGE 6 e.
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I. it is expressly understood that neither the performance
of Exhibit A for any program contracted hereunder nor the transfer
of funds between or among said programs will be permitted.
XI. INVE dIFICATIO,
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
performance 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 of the uue of these contracted funds uid program
administration and impi.ementation except to the extent caused by
the willful act or omission of City, its agents or employses.
XII. QQNFLICT OF INTFs M
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 hie/her position for a purpose that
j' 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 (1) 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; or (2) have any interest, direct or indirect,
in this Agreement or the proceeds thereof.
PAGS 7 •
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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 cur-
rently 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 deposi-
ted in the United States mail, postage prepaid, registered or cer
tified, return receipt requested, addressed to organization or
City, as the case may be, at the following addresses,
CITY ORGANIZATION
City of Denton, Texas Director
Attn:City Manager First Texas Council of
215 E. McKinney Camp Fire, Inc.
Denton, TX 76201 P.O. Box 623
Denton, TX 76202
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.
XV. MISCELLANgk"
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.
r B. If any provision of this Agreement is held to be invalid,
t 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.
E
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
r 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 mariner impair or, prejudice any right, power,
privilege, or remedy available tc. City to enforce its rights
PAGN 8 n
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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 J
hereto, and any prior agreement, assertion, statement, understand-
ing, or other commitment occurring during the term of this
i Agreement, or subsequent thereto, have any legal force or effect
whatsoever, unless properly executed in writing, and if appropri-
ate, recorded as an amendment of this Agreement.
j
{ IN WITNESS WHEREOF, the parties do hereby aff • their signa- J
t~~,ttyyes and enter into this Agreement as of the day of
~[)0~ O.»3~6a-! 1995,
~j ft OF ON, TEXAS
jj
BY:
`F ick Sve tla
CITY MANAGER
ATTEST.
t- JENNIFER WALTERS, CITY SECRETARY
BY: ~
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APPROVED AS TO LEGAL FORM:
HERBERT PROUTY, CITYn ATTORNEY
BY:
FIRST TEXAS COUNCIL OF CAMP
FIRE, INC.
BYs
DIRECTOR
ATTEST
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EXHIBIT "A"
WORK STATEMENT I
CAMP FIRE FIRST TEXAS COUNCIL
The First'I'exas Council of Camp Fire Boys and Girls submit this proposal for a Summer
Program at the Village East Apartments 1700 Village East in Deutot., Texas.
This summer program proposes to serve 25 youth ages S - 12, 3 days a week between the
hours of 9 a.m. - 12 p.m. Monday, Wednesday sad Friday. The program will fill a gap in
service for this area. There were no other programs offered to these youth during the
F previous summer A skill-based multi-cultural curriculum will be aimed at offering youth
l positive role models, information about resisting crime, drugs and peer pressure. Camp
Fire's program will include recreation, field trips, arts and crafts and most of all FUNI
These activities are implemented by trained, professional staff' and volunteers,
1
Camp Fire's Summer Program goals are to.
+ Foster individual responsibility.
Respect for the rights of others.
+ Build self-esteem.
+ Fill a gap in service..
+ Say no to drugs and violence.
For over 80 years Camp Fire has been serving our youth with innovative programming.
These programs have been evaluated to show their success in making an impact in the
lives of youth.
A pre and post test will be given t, all youth upon entering the program and on their j
last day to determine the success of ti„ program, 1
Village. East summer program will run for 10 weeks starting Monday, June 3, 19%
• through August 12, 1996, (32 sessions)
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EXHIBIT "B"
BUDGET
CAMP FIRE FIRST TEXAS COUNCIL.
Ten week summer program (32 sessions) 25 participants
Staff salary and benefits (2) . $1,33300
Program materials and supplies . $200.00
j Membership fee and insurance coverage $250.00
I One week Day Camp , . , $625,00
Program T-Shirt . . . . $250.00
Transportation for trips and Day Camp . . . . . $150,00
Six Flags trip . . . . . $400.00
Camping trip (Challenge Course, Day Use Only, Lunch) . $375.00
Administrative costs . . . . . $395,00
Total . . . . . $3,946,00
a City of Denton Funding . . . . . . . $3,300.00
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n Camp Fire . . $646.00
Total . . . . . . . . . $3,946.00 i
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RENEWAL OF AGRICULTURAL LEABE AGREEMENT
BETWEEN THE CITY OF DENTON AND
ERNEBT AND LEWIS TRIETSCE
This Agreement modifies an agreement dated September 15, 1991,
between the City of Denton, Texas, hereinafter, "LESSOR", and
Ernest Trietsch and Lewis Trietsch, Rt. 2, Box 727, Sanger, Denton
County, Texas, hereinafter "LESSEE", and supersedes a similar
renewal agreement dated April 26, 1994 between the same parties.
RECITALS
The parties recite and declare:
A. LESSOR and LESSEE are the parties to a Lease Agreement
dated September 15, 1991, by which LESSOR demised to LESSEE
premises described as follows:
Approximately 267.7 acres of land at the Denton Municipal
Airport, which is surplus to Airport need, for agricultural
purposes, as designated in the shaded portions on attached
Exhibit "A", which is incorporated herein.
B. The term of the Lease Agreement, as extended on April 26,
1994, will expire on July 14, 1995, anti the parties desire to
extend the term as provided in this Agreement.
In consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:
1. LESSOR shall demise the premises to LESSEE for an
additional period of time until July 14, 1996, provided,
however, that any crops remaining upon the premises on that
date may be harvested by LESSEE when mature. LESSEE shall
pay to LESSOR rental payments on the premises as follows:
a. LESSEE agrees to pay LESSOR in cash and as
partial rental for the above-described property,
y the sum of FOUR THOUSAND TWO HUNDRED FIFTY DOLLARS
($40250.00) ($17,00 per acre for 250 acres of
land) per year. This rental shall be payable in
two (2) semi-annual installments of TWO THOUSAND
ONE HUNDRED FIFTY DOLLARS ($2,150.00) each, the
first installment to be paid on or before July 15,
1994, and the second installment to be paid on or
before January 15, 1995.
b. LESSEE further agrees that in the event any
crops have been harvested from a 17.7 acre tract
of land on the southeast end of the Airport along
Underwood Road, an additional rental of THRE.F,
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HUNDRED DOLLARS AND NINETY CENTS ($300.90) shall
be due and payable for the year prior to the
I harvest. In the event no crops are harvested from
the said 17.7 acres, no rental will be due.
2. LESSEE shall be bound by all the terms and conditions
contained in the basic Lease Agreement between the parties,
attached to this Agreement as Exhibit "B".
In witness whereof, each part to this renewal agreement has
I caused it to be executed on the date i icated below.
1 /~~ay of 1995.
~ Executed this, the
3 LESSOR
CITY OF DE N, TEXAS
R
L D V. ELL, CITY AGER
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ATTEM
JENNIFER WALTERS, CITY SECRETARY
BYi
APPR VED AS~ O LEGAL FORMt
HERBERT L. PROUTY, CITY ATTORNEY
BYE
A~ • LESSEE
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DENmN mM. CIPAL AIRPORT
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EXHIBIT "B"
AGRICULTURAL LEASE
BETWEEN THE CITY OF DENTON AND
ERNEST TRIETSCH AND LEAIS TRIETSCH
By this Lease, entered into the 15 _ day of aeotember, 19$1,
the City of Denton, Texas, herein called LESSOR devises and lets
Ernest Trietech and Lewis Trietach, herein called LESSEE, the right
and privilege to use for agricultural purposes and for no other
purposes, except as authorized herein, the following real property
located in the County of Denton, State of Texas, describe6 as
follows:
I
Approximately 267.7 acres of land at the Denton Municipal
Airport, which is surp7.us to Airport needs, for agricultural
purposes, as designated in the shaded portions on attached
Exhibit A, which is incorporated herein.
1. The term of this Lease shall be for a period of one year
-begi19992. °LESSEE shall have the right Ito renew the Lease for b 1991, and ending tupto
four additional one year terms. If LESSEE desires to renew the
Leases LESSEE shall five LESSOR written notice of its intent to !I
4 new for each additional one year term not less than 60 days prior
08 the and of the term of this Lease. LESSOR shall have the right
o adjust the compensation LESSEE is required to pays as set forth
in section 3 hereof, if LESSOR'S consultation with the Denton
County Agricultural Extension office reveals that the average
rental price of farm land in Denton County has increased by more
than five percent over the rent provided in Section 3. LESSOR
shall notify LESSEE in writing of any adjustment in 'the rental
within 30 days of receipt of notice from LESSEE.
2. LESSEE agrees to deliver possession of said land and
premises to LESSOR on September 14, 1991.
` 3. LESSEE agrees to pay LESSOR in cash and as partial rental
for the above described property, the sum of Three Thousand Five
' Hundred Dollars ($3,500.00) (Fourteen Dollars per acre for 250
acres of land) per year. This rental shall be payable in two (2)
semi-yearly installments of One Thousand Seven Hundred and Fifty
Dollars ($1,750.00) each, the first installment to be paid on or
before September 15 of each year, commencing September 15, 1991,
and the second installment to be paid on or before March 1 of each
year of the term of this Lease.
F
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By September 15 of each year of the term of this Lease,
should LESSEE have harvested any crops on the 17.7 acres
described in Section 4. B., the additional rental of Two Hundred
Forty-Seven Dollars and Eighty Cents ($247.$0) shall be due
and payable for the year prior to the harvest.
In addition to such cash payment, LESSEE agrees to perform
the following services for LESSOR as consideration for the Lease
of said property, to-wits
A. To smooth rough land areas that are within the shaded
portions on Exhibit A,
B. To remove trees and stumps that are within the shaded I`
portions on Exhibit A.
C. The call to the attention of the City's Airport Manager
potential erosion areas on the Leased premises and
the areas that are to be mowed.
D. To back furiow or mow a distance of ten (10) feet from
all fences in order to keep grass and other vegetation
from becoming a fire hazard.
4. Land Area Available: (See Exhibit A attached).
Approximately 267.7 acres of land is available for agricultural
usage by LESSEE as followst
i
A. Approximately 245 acres of usable land on the west
side of the Airport. Also approximately 5 acres
of usable land on the northwest side of I.L,S.
Clear Zone west of Masch Branch Road.
S. LESSEE may farm approximately 17.7 acres of usable
land on the southeast end of the Airport along
Underwood Road, as indicated on Exhibit A. If
a crop can be harvested from this 17.7 acres of
land, LESSEE is required to pay the land lease
on this 17.7 acres. If no crop is harvested, no
f rental is due.
ua C. Airport Clear Zones:
1. Airport Clear tones are land areas along the
runway that must be clear of crops and be
maintained in such a way as to be smooth with
no holes or large rocks in the area. Airport
Clear Zones are reflected on the attached
Exhibit B. The distance requirements for •
• Airport Clear Zones Arst
PAGE 2
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a. 250 feet either side of the runway center line,
b, 1000 feet to the south of the end of Runway
17.
c. 1000 feet to tha north of the end of Runway'
35.
2. Areas along the taxiway must be clear and
unobstructed for a distance of 75 feet from the
center of the taxiway.
3, The infield area between the runway and taxiway
system cannot be utilized for agricultural purposes.
4. Crops grown at the Leased premises are restricted
by the following conditions:
a. Tall standing crops, over three feet in height,
may not be grown within 250 feet of the runway
on the west side of the Airport. !
b. Crops may not be grown between the runway and
the taxiway system.
c. Crops may not be grown next to or in the
vicinity of any FAA navigational unit or
structure.
5. Restrictions and Limitations:
A.- The land leased should be used solely for
cultivation of seasonal crops. LESSEE shall onduct
all cultivation and mowing in conformity wifh good
soil conservation and pasture management practices.
B. At no time will LESSEE or any individual, agent,
servant or employee of LESSEE be allowed to park
or leave unattended any farm equipment, tractor
or vehicle within 400 feet of the center line of
the runway within any runway approach area that
is 500 feet from the threshold or within-50 feet
of the edge of any taxiway or apron.
C. At no time will the LESSEE or any individual, agent,
v servant or employee of LESSEE be allowed to erect,
construct or build any structure of any naturd,
or remove or tear down any building or other
improvement on the Lease property without prior »
written approval of the LESSOR.
PAGE 3
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O, No new fences may be erected on the Airport property
without prior approval of the
around the LESSOR. rop
All Airport
area will be maintained by LESSEE.
E. Grazing or pasturing of animale will not be
permitted on the Airport property or on any Airport
land leased for agricultural, purposes,
F. LESSEE shall not sublease any portion of the Airport
property.
6. The following special condlt.lons shall govern the
parties to this lease:
A. It should be understood that LESSON and the Federal
Government shall he purriqht poses to thuse at a portion
of the land deem
necessary. The LESSOR will requite that the areas
in question be vacated within 30 days of a written
notification. Compensation for the recaptured
land will be prorated on a per acre basis, plus
costs of growing crops destroyed.
8. Land designated as "Future Hangar Areas" may be
used for cultivation. However, it is expressly
understood that no compensation to the LESSEE will
be made by LESSOR for land or crops recaptured
in these areas during the term of this agreement.
The LESSOR will require that these Future Hangar
Areas comprising of approximately 17.7 acres shall
be vacated within thirty 130) days of a written
notification.
C. The LESSOR will have access to the property leased
at any time for the purpose of any inspection deemed
expedient and for the purpose of surveying, utility
placement, as well as for the use as access routes
to adjacent areas of the Airport or to public: roads.
D. Material crops and all other property of the LESSEE
shall be removed from the Airport leaned lard by
r' expiration date of this lases.
E, LESSEE agrees to indemnify, defend and hold harmless
the LESSOR and its agents, employees and
of from all panaltiot,
representatis
any ordinances order or arising from
the violatio lati n
r that should occur in the operation of the lease,
as well as from and against any and all liability
PAGE 4
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for all claims, suits, losses, damages or injuries
to any person or property of any nature resulting from j
the carelessness, negligence or improper conduct of
the LESSEE or any of its agents or employees. I
F. LESSEE agrees that it will not bring claim or suit
against the LESSOR or assign any cause of action because
of an accident, fire, noise or disturbance resulting
from the crash of an aircraft operating in the vicinity
of the Airport; taking off or landing at the Airport;
or occasioned by the presence and proximity of aircraft
parked, being fueled, taxiing or in-flight over the
leased area.
G. LESSEE expressly agrees to deliver portions of such
property to the LESSOR as LESSEE'S crops are removed.
Any crops remaining on the leased premises on September
141 1991, shall become the property of LESSOR.
t H. Further, LESSOR assumes no responsibility or liability
( for harm, injury or any damaging events which are
directly or indirectly attributable to premise defects
or conditions which may now exist or may hereafter
arise upon the premises, any and all defects being
expressly waived by LES5
Executed this the ,~7_day of 14-,.
CITY OF pENTON, TEXAS, LESSOR
H
LL U HARREL , ITT NAGER
12
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fi ATTESTi
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11RY
n r 7R , CI SECRET
PAGE 5
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APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCHr CITY ATTORNEY
BY:
NE9T R E1'SCH, LESSEE
I TRLETSCHP LESSEE
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