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HomeMy WebLinkAbout1996 +i p a K -ir.• y_ A t}~ '#a ~a {i. L i'ty~ x `f,1 . }l~ -40 -17 . y._ a i ~ ,ice •a t-i y a4 Y z i - 1 it I' } i F f+ } 1996Contr{acts A .fry c 1, . r arF, (t. fk ~fy 4 }~~~Y i x •7 F F 1 Ffc IE .?p rt~5 i ' .,1 71 h. i~f i~ ~ r ~•id f: f ( .a,`xt ~rl~ i~ 1Y. ~t~l~~ H ~ `i,p,~E tl9.( 7t. 1 I 1996 CONTRACTS I. Adult Day Cnre ofNorth Tcxas. 2. Alds Services of Denton County, Inc. 3. Arthur Andersen LLP 4. Waller C, Barrett, Inc. 5. Camp Summit 6. Community Food Center 7, Denton Independent School District 8. Eagle Excavation 9, Harris Methodist Ilealih flan 10, Interfaith Ministries of Denton, Inc. • 11, Keep Denton Beautiful, Inc, 12. Robin Ramsay 13. Retired and Senior Program 14. Services Program for Aging Needs, Inc. 15. Floyd (Henn Smith Concrete Contractor 16. Studio Musics ,i r~ 4 17. Texas Department of Transportation 18. 'T'exas Historical Commission 19. Varnum, Riddering, Schmidt & Howlett, L,L,P, Status 0 Original Yault Filing ftX File Drawer _ Microfiche Yes - Drawer f f 1996 - 1.997 AGREEMENT BETWEEN THE CI'T'Y OF DENTON, TEXAS AND ADULT DAY CARE OF NORTH TEXAS This Agreement is hereby entered Anto by and between the City of Denton, TexaG, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Adult Day Care of North Texas, a non-profit corporation, 2400 West University Drive, Denton, Texas 16201-1622, hereinafter 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 service for the residents of Denton without regard to race, religion, color, age or national origin, and HSC recommends funding Organization; and WHEREAS, City has determined that Organization merits assis- tance and has provided for Twelve Thousand Dollars in its budget; r NOW, THEREFORE, the parties hereto mutually agree as follows: I, ~COP~ OF SERVICES k organization shall in a satisfactory and proper manner perform the following tasks: A. Provide daytime health care and social services for chronically ill or impaired adults in Denton. B. Provide nursing assessment, nursing supervision for administration of prescribed medications, a Heart-Healthy meal and snacks, respite for family and caregivers, and health education programs for the clients served. C. Organization shall perform those services described in the Work Statement herein attached as Exhibit A. i OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organiza- tion agrees to the following terms and conditions: 1 A. Twelve Thousand Dollars ($12,000,00) may be paid to organization by City, and the only expenditures reimbursed from those funds, shall be those in accordance with the project budget, attached 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 ` s v • 1 a review of the financial statue 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 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 discretior, of City, Organization may be required to refund the balance of the special account to City at the end of Organizat'_on'e fiscal year. I 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. 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 liability, including costs, expenses and attorneys fees, for or on account of, any claims.. audit exceptions, suits, or damages of any character whatsoever, resulting in whole or in part from the performance or omission of any act of any employee, agent or representative of organization, J. It will submit to City copies of year-end audited financial statements. TIME OF PERFOPAMCE The services funded by City shall be undertaken ;>q Organization within the following time framer October 1, 1996 through September 50, 1997. IV. Mr" Tr8 • A. Payments to Organization, City shall pay to organization an amount of money not to exceod Twelve Thousand Dollars ($12,000.00) 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. PAGE 2 • i • c 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 I~ 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 II~ 2) has not been spent serictly in accordance with the E terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure, C. ing an one month eriod, zation will not request morOe th n one-fifth (1/5) of the total organi budget as pacified in Exhibit A, D. Obligation of Funds. In the event that actual expendi. tures ueviate from Organization's provision of a corresponding leN of performance, as specified in Exhibit A, City hereby I 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. Organization shall utilize the form agreed upon by City and organization, V. SVALVATION 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 R for review by City at city's discretion, In addition, organization agrees to provide city the fallowing 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) clays of receipt. B. All external or internal evaluation reports, • r. Quarterly performance reports to be submitted in January, • April, July and September, to include the following datai 11 Number of clients served each month. 2. Income level of clients participating in program. PAGE 3 p a i s ~ i 3. Race and/or ethnicity of participating clients. D. Organization agrees to submit quarterly financial state- ments in January, April, July, and September. Each statement shall include expenses and income, outstanding obligations and beginning and ending balances. VI. DIRECTORS' KEETINOS 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 f 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. V11. 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: A. Organization's improper or inept use of funds, B. Organization's failure to comply with the terms and conditions rf this agreement, C. Organization's submission of data and/or reports that are incorrect cr incomplete in any material respect, Appointment of a trustee, receiver of liquidator for all 1 or a substantial part of organization's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against organization, or r E. City determines that the carrying out of this Agreement is impossible or ir4easible. i In caee of suspension, City shall advise organization, in writing, as to conditions precedent to the resumption of funding and specify a reasonable date £or compliance. In case of termination, organization will remit to 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. PAGE 4 i 0 • + VIII. EQUAL OPPORTUNITY 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. S. Organization shall comply 4Wi all applicable equal employment 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. WARRANTISS ORGANIZATION represents and warrants that; A. All information, reports and data heretofore hereafter requested by City and furnished to City, are cemple:te and accurate as of the date shown on the .information, data, or r port, and, since that date, have not undergone any significant change without written notice to City. S. 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, thsre 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 organization is doing business or with the provisions of any existing indenture or agreement of organization. E. Organization has the power to enter in'-o this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Organization are subject to any lien or encumbrance of any character, except or current taxes not PAGE 5 m • delinquent, except a~i shown in the financial statements furnished by Organization to City. Each of these representations and warranties shall be continuing and shall be deemed tc have been repeated by the submission of each request for payment. X. CHANGES AND AM MI)MMUS A. Any alterations, additions, or deletions _o 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 methcd 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 the Community Development Coordinator for the City. Organization shall request, in writing, the budost 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 Exhirdt 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 medi.fi•-ations ar: Po be automatically incorporated into this Agreement without written amendment: hereto, and shall become a part of "he Agreement cn the effective d,ite specified by the law or V regulation. r' E. City may, from time to time during the terns of the Acreement, request changes in Exhibit A which may include an increase or decrease in the amount of Organization'a compensation, • Such changes shall be incorporated in a written amendment: hereto, i, at provided in Subsection A of this Section, F. Any alterUtions, deletions, or additions to the Contract Bridget Detail incorporated 1:n Exhibit. A shall require the prior written aprrcval of city, • G. Organization agrees to notify -".ity of any proposed change in physical location f-3r work performed under thin Agreement at 1,3ast thirty (10) calendar days in advance of the change, H. Organization shall. notify City of tiny changes in personnel or governing board composition, PAGE 6 i i i JJ 1 d 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. INDEMNIFICATION A. It is expressly understood and agreed by butte 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. 8. Organization agrees to provide the defense for, and to indemnify and hold harmless City its agents, employees, or contractors from any and all cla+.as, 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. XII. 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, S. The premises on and in which the activities described in M,:hibit A are conducted, and the employees nonducting these activities, shall be covered by premi;)e 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 so'ie 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 r 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 PAGE 7 i I / remain the sole responsibility of CONTRACTOR. F. The policy or policie s of insurance shall contain a F Contractor be notified in which requires that City and writing of any to cancellation r change in the ionlicy at least thirty such (30) days prior XIII. CONILICT 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 degree underthththe is pAgreement. of services required to be performed 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. S body organization or its staff, subcontractorsforoempl member shall governing position for a purpose that possess any interest in or use his/her p desire for private is or gives the apppearance of being motaiaced by desire those with which gain for himamily bu iness, or other ties. he/she has family, , C, No officer, member, °T employee foctionior responsibilities g its governing body who exercises any or carrying out of in the review or approval of the undertaking decision relating to this Agreement shall (1) participate in any nter- t,he the Agreement which affects his partnership, oroasso iationtin which nherhas In any corporation, p P have an inte proceede thereo est, direct or direct or indithis rectAgreement or tY~e) XIV. MOTION in any paid capacity any person Organization shall. not employ erson who is cur- who is a member of the immediat ion, ore's organization's gently employed b by Organizat , includes. immedi familyl governing - aunt, nThe term , daughter, mother, father, broth r, sister, hawife, husband, son, ate agent, eW niece, P-P lfbrother anduhalf-sister. XV. NOTICE ermitted 0 Any notice or ot(ier written instrument required or p ~ orl be deeme to be delivered under the terms of this Agreemeivedent have been delivered, whether actually de d Ostage prepaid, ret~ietered or deposited in the United States mail, , postage City,£asdtheecase may bet atgthetfollowinggaddresse~ganizatian or PAGE 8 0 i • I • ~ j i 1 CITY ORGANIZATION City of Denton, Texas Director Attn: City Manager Adult Day Care of North Texas 215 E. McKinney 2900 W-t University Denton, TX 76201 Denton, TX 76201-1622 Either party may change its mailin< address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XVI. MISCRLLA"OUS 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. 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 any one or more instancrn upon the terms and conditions of this Agreement consti- tut,e cr h ii construed in any way to be a waiver by City of any bre:ac b of covenant or default which may then or subsequently be Comnai~,ted bv .'cganization. Neither shall, such payment, act, or orn,rssi.oi in ry manner impair or prejudice any right, power, piiv.i:tete, remedy available to City to enforce its rights herr,,,lnd r, v.i.uc71 rights, powers, privileges, or remedies are always specilic:iliy pzeserved. No representative or agent of City may waive the. ei:fect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties heret.o, and any prior agreement, aE ertion, statement, understand- I.r?g, 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- ite, recorded as an amendment of this Agreement, G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signa- tures and enter into this Agreement as of the _ day of 1996. I I PAGE 9 F 1 r h~ Y: s ~ t~ s z A -,5 vrj' s y a I - ~asu«sr`. aV• it r .elir •Y,\l0.y l...v _ .....f l e...r,..ewY wr r... CITY OF DEMON, TEXAS BY: ED BENAVIDES, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY l ~ i BY: APPROVED AS TO LEGAL FORM: EERBERT L. PROUTY, CITY ATTORNEY BY: ADULT DAY CARE OF NORTH TEXAS D RI ~J2 ATTEST: BY: SERET R 1 f iv • 3 • PAGE 10 •n_! r\I { f+31}rf 17411.! ._-,.w r.wr ~ r .i 1 i ~ N f Ir~~S~ J; tl K i y$ y f. ~ F, L a c.- S ' I '4 i.f 4 y $S 1 I i i 1 gxhibit I Work Statement Adult Day Care of North Texas, Ina. Inc. Provides a fall realm of Adult Day Care of North Texas, f services for adults over the age of I8 who need a safe, secure daytime atmosphere while family members are working, or need for functionally impaired loved ses of respite from the strap rovideda by gADCNT are designed to restore provided ones. The services maintain, and stimulate participants' independe hen servicespinclude, support and respite for family Personal care, supervision of medications, health care assessment, p ort. rehabilitative services and exercise, recreation and sups In services, theoservices are provided to iti ensebase supervision. sliding fee scale. f r • i 'r •~4,~ i 7,}u i ff ~ "4t1{7'+~. ~~i~;*•I T 4 fl~l f, 0. 3r j ~~~5~~ + < d 4 y, 4 g az a' P"VO • 7~ 1 . • v, _ ~a... rr.~~• r...Yr•I.MIi L1-MY.r1Y a~A..ti~. >IRHh rA~ rJ Irt~ n .n. r..I•..r. •~INr✓.~~..~..r r 1 1 Ar Exhibit "B" Adult Day Cara of North Texas, Inc, Budget } City of Denton Funding $12,000 Monthly Request $1,000 Monthly Expenses 39.43 FTE's per month a $12164 ea. $1,000 Total $1,000 9 t c; f' M R, • S a ' :rz,¢e„s.,l~ll,,...,,.,,~,~. ~ j.~s l!3`- 1 , .1' k, ;R4 _ s r Y. 3 ~ ~ 3 rJ ,1 } T tt~ r his ~a{r r `mss.: A~ sIs ~ r ~X 2 yy ~T +';'f'd"..3 e " $y Ft ? z rt* afy ~ s 7 dtc \ J 3 hc~(i, Y w ' ~FrA, m ~ 3rd a~~°StW.`a~m •'"i4 '~+~r~t^'.?~ Y7x 9.~a ~ 3 5 .tea tc i yt+q 'g .C, iwc`~' .fl t J "a ` i ° r " is":. x-k \wF ♦ Y` AYa,° a `w4a !k 4 Y d ;3 1. a } 4.': 7 a.' sn t q 4 1 11 r !dI Addendum to Exhibit "B" i y6 Adult Day Care of North Texas, inc, Budget j Clarification of Monthly Expenses: L one Half FTE Equals $12.64 each. One Full Time FTE Equals $25,28. . or equals $1,000. combination 78.86 1/2 FTE's per 39.43 FTE'S per e(Vials $25.28 of. $12.64 month ti k i l i y i,- .t sv.. _.-...+•arysa... } }`H'IS ri .~rlj~S~fjt ~S~rJ'i'ri~'~ 5 1{ - f`F of { 5 a S} s r 4 'F rs - t may, '.R. - W ~34sF n`l. ~ #¢Y~T~T4 { y T tC~ 4 r YX' t I oooa~~,~~ accocB ~Noocp o0d~ { ro ppp . o~ a Op e e % 41 ?p °°°000oaoaaoano~~~~~ s b7 z } 1 I 4 kl u ii AlY v M Tr fi 1 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON AND AIDS SERVICES Ok DENTON COUNTY, INCORPORATED This Agreement is made anc entered into by and between Lhe City of Denton, a Texas munic:nal corporation, acting by and through its City Manager, pursLant to ordinance, hereinafter referred to as "CITY", and AID3 Services of Denton County, Incorporated, P. O. Box 13427, Denton, Texas 76201, a Texas non- profit corporation, hereinafter referred to as CONTRACTOR. WHEREAS, CITY ham 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 carry out such project; NOW, THEREFORE, the partial hereto agree, and ty the execu- tion hereof are bound to the mutual obligations and to the perfor- mance and accomplishment of the conditions hereinafter described. 1. TERN This Agreement shall commence on or as of October 1, 1996, and shall terminate on September 30, 1997, II. j RESPONSIBILITIES i' 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- tual matters pertaining hereto, unless written not'''ication to the J r contrary is received from CONTRACTOR, and approved by CITY. I i ,i CITY'S Community Development. Administrator will be CFTY's representative responsible for the administration of this Agree- ment, r i i III. CITY'S OBLIGATION i 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 $10,000. 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 VIJ 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 Black Grant (CJB(3) funds to meet CITY'A 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 fart 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 the Agreement. If CDBG funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for fur- ther 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 credits of the City of Denton. (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed or is subject • to payment or reimbursement, from any other source; tt (b) was incurred prior to the beginning date, or after the ending date specified in Sec- t~_)n I; (c) is not in otrict 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 COd- TRACTOR, or termination of the Agreement, PAGE 2 « r I r.;; { J a whichever date is earlier; or (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 an,, cost or portion thereof which is incurred wit). 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 nut be obligated or liable under this Agreement to any entity other than CONTRACTOR for payment of any monies or provision of any goods or services. IV, COMPLIANCE WITH FEDERAL, STATE and LOCAL LAPS 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 assurers and certifies that it will comply with the requirements of the Housing and Community Development Act of 1914 (P,L, 93-383) as amended and with regulations promulgated thereunder, and codified at 24 CF'R 570, 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. CONTRACTOR further assures and certifies that if the regula- tions and issuances promulgated pursuant to the Act area amended or revised, it shall comply with them, or notify CITY, as provided in Section XXIV of this Agreement, j; 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. B. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. 4• • REPRESENTATIONS 'i✓ V A. CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant cc any proper, appropriate and official. motion, resolution or action passed or taken, to enter into this a PAGE 3 , ~ ter fia r. B. The person or persons signing and executing this Agree- ment 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 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. l D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the t•.ermn 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. vz. 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 purposes as Exhibit A, utilizing the funds described in Exhibit S, 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 O Development Administrator. ? VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor, CITY shall pay to the CONTRACTOR an amount of money totaling no more than $10,000 for services rendered under this Agreement. CITY will pay these funds on a r reimbursement basis to the CONTRACTOR within twenty days after CITY has received documentation supporting the expenditures to be reimbursed. 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 PAGE 4 t ; • • i 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 termination 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 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; (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. obligation 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. • E. 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 this Agreement, within fifteen (15) working days following the close of the Agreement period. CONTRAC- TOR shall utilize the form agreed upon by CITY and CONTRACTOR. VIII. WARRkKTIBS CONTRACTOR represents and warrants that, A. All information, reports and data heretofore or hereafter PAGE 5 6 N, 4 • 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 CIT':. S. 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 7hown 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. TX. COVENANTS • A. During the period of time that payment may be made hers- ' 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; Mortgage, pledge, or otherwise encumber or suffez to be encumbered, any of the assets of CONTRACTOR now owned or • hereafter acquired by it, or permit any pro-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 PAGE 6 Cm9O11fN i I • i i i 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 or corporation as guaran- tor, surety, or accommodation endorser. (5) Sell, donate, loan or transfer any equipment 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-CDBO funds for acquisition of, or improve- ment to, the property. r, 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 I 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 i 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 costsi • • (1) Encumbrance or expenditure during any one month period which exceed[i 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 PAGE 7 i • shi~11 not be used to pay for any contract service ex.ending beyond the expiration of this Agreement. (3) Out of town travel. (4) Any alterations or rtjlocation 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 madf, 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 perEonal 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 Agreement. XI. PROG"M INCOME A. For purposes of this Agreement, "program income" means earnings of C014TRACTOR realized from activities resulting from this Agreement or from CJNTRACTOR'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 ff 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 i disposition of program income in the same manner as required for other contract funds, and r3ported 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 services 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 PAGE 8 t . 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 perfor,aance thereof,consti- tutce 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. xil. 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 applicable law. CONTRACTOR shall iiclude the substance of this provision in all subcontracts. B. CONTRACTOR agreen to stain all books, records, docu- ments, r ports, 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 and current records which clearly reflect the level and benefit of services provided under this Agreement. i•' D. At any reasonable time, and an 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 repre.aentatives to audit, examine, make excerpts and copies of such reco..ds, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives. I. ~ REPORTS AND ND INFORMATION At such times and in such form as CITY may require, CONTRAC- TOR shall furnish such statements, records, data and information as CITY m y request and deem pertinent to matters covered by this Agreement. PAGE 9 a i , 0 1 CONTRACTOR shall submit quarterly 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 within ten (10) days after receipt of such. XIV. MONITORING AND FVALUATION 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 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. i E. After r'ar,i official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings. ~Y , a F. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory S bodies to CITY within five (5) working days of receipt by CONTRAC- TOR. XV. DIRECTORS' M ZTINOS During the term of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board O of Directors, setting forth the time and plaice thereof. Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include ah agenda and a brief deacrip- tion of the matters to be discussed. CC..VfRACTOR understands and agrees that CITY representatives shall be afforded access to all of PAGE 10 the Board of Directors' meetings. Minutes of all meetings of CONTRAC1OR's governing body shall be available to CITY within ten (10) working days of approval. XVI. INSURANCE A. CONTRACTOR shah 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, 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 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 b; insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR. F. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified of any cancellation or change in the policy at least thirty (30) days i prior to such change or cancellation. XVII. EQUAL OPPORTUNITY A. CONTRACTOR shall subri.t. for CITY.'s approval, a written plan for compliance with the Equol Employment and Affirmative Action Cederal provisions, within thirty (30) days of the effective i O date of this Agreement. B. CONTRACTOR shall comply with all applicable equal employ- merit opportunity and affirmative action laws or regulations, PAGE 11 a J • C. CONTRACTOR will furnish .11 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. 0. 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. XVIII. PERSONNEL POLIC14S F Personnel policies shall be established by CONTRACTOR and shall be available for examination. Such personnel policies sh,.ll: 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 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 representatives of the CITY. XXX. CONFLICT OF INTEREST A. CONTRACTOR ^ovenants 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 r 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 achers, part'cularly 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 co 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. I~ f PAGE 12 1, i . I I i a 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 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, a-+nt, uncle, nephew, niece, step-parent, stepchild, half-brother and half-sister. 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, e and no portion of the funds received by CONTRACTOR hereunder shall P be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit. in any manner any sectarian or religious facility or activity. XXII, PUIILICITY 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 i distributed by or for CONTRACTOR, mention shall be made of the U.S. Department of Housing and Urban Development's Community Development Black Grant Program funding through the City of Denton having made t the project possible. B. All published material and written reports submitted under this projer'' must be originally developed material unless 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 0 provision is applicable when the material is in a verbatim or ~ extensive paraphrase format. i All published material submitted under this project shall include the following reference on the front cover or title pager PAGE 13 e . 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 documenta',ion 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 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, 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. 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 copie3 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 prir)r written coneent of CITY. XX', CV . CHANGES AM AXEMMBNTB A. Any alterations, additions, or deletions to the terms of thie 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. CONTRACTOR may not make transfers between or among approved line-items within budget categories Aet forth in Exhibit a without prior written approval of CITY. CONTRACTOR shall request, in wr,`.ting, the budget revision in a form prescribed by CITY, and • such request for revision shall not increase the total monetary 0 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- PAGE 14 r i formation, whenever the level of funding for CONTRACTOR or the program(s) desc_ibed 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. 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. d. 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. 1 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. XXV, SUSPENSION OF FUNDING Upon determinat4on 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 j M 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 A period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliances status and paid all eligible Eunds 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 PAGE 15 f I I i effectuated. XXVI. TERMINATION A. CITY may terminate this Agreement with (.:use 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 Agreement. (3) Termination or reduction of funding by the United States Department of Housing and Urban Development. (4) Finding by CITY that CONTRACTOR, f (a) is in such unsatisfactory financial condition as to endanger performance under th!_s 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. (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, • (e) CONTRACTOR's violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement. t 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 Exhibit B. B. CITY may terminate this Agreement for convenience at any time, ix this Agreement is terminated by CITY for convenience, CONTRACTOR will. be paid an amount not to exceed the total of PAGE 16 i f • • accrued expenditures as of the effective date of termination. In no event will this compensation exceeu 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 CONTRACTOR 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. Notwithetandin,; 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. xxvll. 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 qive 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 proceadireg; the • basis of such claim, action or proceeding; and the name of any ,y person(s) against whom such clFAm is being made or threatened. Such written notice shall be delivered either personally or by mail. PAGE 17 f I J XXVIII, INDEMNIFICATION A. it is expressly inderstood 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 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 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. MISCILLANHOUS A. CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising there- j under, to any party or parties, bank, trust company or other finan- 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. C. In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one ox more instances upon the ter.ma 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 ava'lable 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 0 attachments, constitutes the entire agreement between the parties 0 hereto, and any prior agreement, assertion, statement, understand- ing or other commitment antecedent to this Agreement, whether written or oral, shall have no farce or effect whatsoever! nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subse•. PAGE 18 i ~ w T y °?,y.s~.♦'Ka}. ~i r4~1'3 `R'R ~d4 Jfq G~ ~ K}., 1 ~ v Y f Y.~ ~a+; l i t +P 711 e • k quent thereto, have any legal force or o£fect 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 ar its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimate- ly responsible to HUD for matters of conplianc•e, 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 sect forth below; T2 CITY TO CONTRACTOR° City Manager Director City of Denton AIDS Services of Denton 215 E, McKinney St. County,Inc. Denton, Texas 76201 P. 0. Box 13427 Denton, Texas 76201 G, V is Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IJ.WITNESS OF HICH t}i-s Agreement has been executed on this the I'?('- day of y am j 1996. CITY OF DENTON BY: TED BENAVIDES, CITY MANAGER ATTEST: • JENNIFER WALTERS, CITY SECRETARY t. ~ I BY: APP VED AS TO LEGAL FORM; • HERBERT L. PROUTY, CITY ATTORNEY • . BY. t PAGE 19 ' .n t r~~~~ 'Ja«'}' *S ' r ' ~•Y+~•~,ai~c~„a °v-~ L, i F tom. ,ol , . , .a ewe ..r a. r..rv .N f AIDS SERVICES OF DENTON COUNTY BY: ABIOAI ILTON, DIRECTOR ATTEST: ail '96A-RD SECRETARY k i r ii PAGE 20 xyaM ~i Y seat' 5 e j ,..ti}ti.~~,naw.w ..n +..e.~•...•+s.sv'...ilti<-Y. iYh~•xVlibKVIrIMGInc M4'N1'NAN..IYNlA4LeVAYM~Migf>!Wt!H41b9b#.itiYV av •N MMIHIT •A" AIDS Services of Denton County Inc. Work Statement Nutrition Program The AIDS Services of Denton County Inc. pant.,y is open on Thursdays and eridays• The agency currently has a total of 100 clients, with 50 cll'ents being served by the pantry. The pantry is ex*rected to serve an average of 15 clients per week and operate fivF days per week, in addition to food items, the pantry will. distribute soap, shampoo, toothpaste, decdcrant and other necessary hygiene items. i i i ~M1 ,j r11 ~ i a e ♦ K 5 }1' • i y~•i~ TR s~ ~ l~~ } i { . .I ~',\4ti1(. ..J, nr. a. ~.(1•.. nN L1y.. a^a...1IY..%IFUr YY JIYS-Va;!l...+N.YII-R)YIK1114\vti(11:Y~.u~MY.u.1%tl.lya.. r~N 1.. • I EXHIBIT "B' AIDS services of Denton County Ino. Budget Nutrition Program $10,000 Food/Hygiene 3t f ~ fr n rR>! S %er 4 r fat ' r c'E a Y ire lit F CG0 s X000 TOO C U yG O 4 C] p 4 ODOOOO~o r o N . t ~oOO~ ` t ~Od00600~~ ~i ~i <1 r t X r; ! +~'R <4 y'b§'$,ttCi"V Fl "4hA 3~5''zTR:,''~diL$r_.LSF~ ; ~s izF~h'Ik ;Y iF ~q e; el 1 4 1 Sid ss _ R✓k t ra ° d , srr c ~ M ~ ~ SS' [y G Jk U~ h K..}1 I S{ f t - 4 4 ,...,i-.:,rrrkl.'+'+e~^:ar.~sa~•t°JhYrIaMCCb+l+~ttlrbrt~la13~%Vai~i~ttNlR~l~La'dkMrd`cSM~a4re2v.~ir.>rr~ceec,~ilav~ai~~a~a.y:wai:at'.X...,, AR MUR ANDERSEN AR7 i1UR ML)F:RSEN &Qz SC II Arthur Andcr. ^n LI P April 2Z 1996 i F.u~lc ~Ix! Ms. Betty Mc Kean gut Man Street t Director of Economic Development I)d)IdS TX 75202.3799 r City of Dentun 21-1741 > Ix: 215 East Mc Kirney 1 Denton, Texas 76201 i Dear Ms Mc Kean: ARnUiR ANDEltsvi LLP is certainly pleased to present this Scope of Services to the City of Denton to provide consulting services with respect to the potential relocation of a confidential company 'o Denton, Texas and the economic impact of an incentive package currently under consideration. This proposal is directly responsive to the discussions we have had with you, Linda Ratliff, and Bill Methenitis of Strasburger & Price, L.L.P. over the past few weeks and our most recent meeting with you last week on Friday, April 12,1996. This Scope of Services sets forth our understanding of the proposed scope and included a discussion of our work program, our estimated Urrdn3 and fees.. and. the contractual arrangements under which we will operate. If this scope meets with your approval, you may simply sign the final page of this document and return it to us which will Nerve as our authorization to proceed. We are very excited about this opportunity to serve you in this project and we thank you for selecting Arthur Andersen. Should you have any questions regarding the services we have described or would like to make any modifications, please can me at { 214/741-8219. Again, we thank you for this opportunity. ,f `J very truly yours, tr ARTHUR ANDFRSEN LLP B r y R. Gregory Clark i j Attachment Copy to: William M. Methenitis, Strasburger & Price M } d {v •13r:~ r~, ~ try' ~ ~ I i +.T , y ......~.r..r ~~~I r F,. I1 r,+'a 23rif•'a~'Fyt~+r, rJ tiY4~(4 t~ J r W I i . i rv r ..-uv .I..NUwN e.»Mtr♦ qa.>'..w a.+ Ica b.:i«HiYd iyr.eLtIM1fN Y.~riW n.. r.• . nirv. o fa ARTHUR ANDER<wN 1 ECONOMIC IMPACT ANALYSIS We understand that you have had discussions over the past several months with representatives of Strasburger & Price who Is currently representing an undisclosed high-tech company ("Company') who is interested in purchasing the existing Texas Instruments building in Denton, Texas. As an integral part of its decision to purchase the building and establish operations in Denton, the Company is currently discussing an incentive package with the City of Denton ("City") which includes a tax exempt status of the building in return for revenue guarantees to each taxing authority as well as certain other property, real, and sales tax abatements. Concurrently, the City Is interested in evaluating the impact of this incentive package to the City, the County and the Independent School District in order to make a determination as to whethe such inceudves should be granted to the Company. In order to accomplish this goal, we will utilize the AItTt= ANOEBSEN INSIGHT MODEL which is a Window's-based, Excel spreadsheet software designed to assess the 1 economic impact of various development decisions and incentive packages. This model was developed by Ken Bleakly, Director of our Strategic Development Services practice in Atlanta. During the past three years, Ken has prepared the course materials and targht a national series of seminars for the American Economic Development Council on Economic Impact Analysis. Over 600 economic developers and planners from the I US and Canada have taken th16 course and used the suggested Economic impact Model to evaluate a wide range of projects. Ken has also recently authored a book on Economic Impact Analysis based on the results of the course and his professional experience, The model was developed in response to the: s Heightened global competition which has accelerated the pace of decision making; • Increased use of Incentives at the local, regional, and state levels; • limited resources which are available to make certain funds are spent wisely; I ` , Need to understand the fiduciary responsibility and economic effects of a project; . Need to avoid give sways to companies that may not contribute to the economic base; . Need to explain the cost and benefits of economic development to local citizens, and 1 i • Need to demonstrate to local or regional authorities that a project makes sense. This model provides a methodology to address the direct and indirect costs and benefits associated with the development decision based upon information supplied by the Company regarding its current and future operations as well as information supplied ;'s J by the local jurisdiction(s) regarding fiscal conditions. The outputs include cash flow projections of the costs and benefits, the measures of economic impact including employment and taxes, and graphic presentations of the final impact analysis. A discussion of our worksteps which will comprise our scope of work follows. R 1 i. $r2.-f'?~t* jx ~M ~4 xl „aq«r"Ix.:.. y;t..WexS • a a ' ~ .r v nar~nll+alMI VAS. .+.m•. A+JK~Wri~MAUMfA.I IMPI1 YdMAM ,..:....,:.•.,,a.ticYa n`.vue4lxwYadNrueYNi~Yww,..x:~;r. AR] HUR ANDERSEN ARmuRANPUMN&COSC l Task 1 project Initiation and Orientation The purpose of this task is to conduct a project kickoff meeting with Strasburger Ar F Price, the Company, the City of Denton, and the engagement team to discuss the components of the workplan, the elapsed time frame and suggested milestones, and the responsibilities of each party. During this meeting we will also identify and discuss with you the key factors and major assumptions and, to assure that the Economic j Impact Model ("EIM") meets your specific needs, discuss your specific requirements to identify opportunities where we can customize the EIM. From this session we will prepare a customized set of data inputs and model outputs. Task 2 jurisditlionaf Data Research The purpose of this task will be to compile all of the fiscal information and data relative to the City of Denton, the County of Denton and the Independent F^Y,jol District which will ope. ationalize the model. During this phase we wtU collect neeci.d information on demographics, local economic coaditions, local tax and service costs, and incentive policies and atructures sufficient to operate the model for each of the participating jurisdictions. In addition, the model will aggregate the data from each of the jurisdictions to assess impact on each. To obtain the necessary data we will conduct extensive fieldwork at each level and to expedite the data collection process, we are requesting a contact for the city, county, and school district to assist us in locating data sources and to help with our data requests. We do not anticipate this coordination function requiring more than 40 hours. The types of data we will need to collect will indwie, but not be limited to: Area DemoRraphlce Populal lon data Average wage data by lob category 1A Hov, '.old characterislics Retail sales by political jurisdiction Houmhold income data School enrollment astirmtvs Employment statistics Other ire`ormallon as a'ry be Mluested ~y Governmental Finances Loud assessed value base Other user charges Assessed value by land use categ~ ^ Focal service delivery systenta Impact fee structures Local service costs per Indderco/activity i tmeurs, Property tax rates Incal budgets for general operations Soles, rvd-j and other tax rates Local budgets for capital facilities * School district enrollment figures and budgets t_n_cenrive gttuctures Types of Incentives offered Tax abalenxtnts are o fared by loll referendum Special fee waivers State and regional forms of assistance Other non•vtsh Incentives Private sector Incentives offered Free land/facilities avallability 2 1 i A NDFRSI N ;lai ri ni An~urNStn~hC~~, 5~' Task 3 Model Customization The purpose of this task will be to customize the ANDERSF.NINSICHT using the data supplied by the Company and the jurisdicticr I data gathered in Task 2. Task 4 ]'esting, Feedback and Revisions The purpose of this task will be to nm various scenarios in order to calculate the economic impact of the incentives currently being equested by the Company. The model will be organized into a set of specific modules designed to examine each aspect of the economic impact of the project. These components look at various costs and benefits resulting from the project at different stages of development, including: . Construction of the Facility - What are the costs and benefits that will be. derived from the construction of, and/or renovations to, the facility in terms of construction costs, labor payroll, impact, fees, services provided, etc,? . Operation of the Facility - What are the ongoing costs and benefits that will result from the operation of the company in terms of Its payroll, goods and services purchased, :axes paid and local services required? a Fmpi.;,ee related impacts - How will the new employees of the facility impact the communitie.'n which they live? What will they generate in terms of additional income and upending in the community and what services will they require? . indirect Erapacts - What additional goods and services will be purchased by the company from among the business community once they locate in the community? What will that stimulate in terms of additional employment, local sales, and related tax revenues? f' We would envision th At as the initial scenario is presented and reviewed with the Company and the City, that additional revisions to various assumptions will be made until the final ansiysis is complete Some of these revisions maybe to the company's underlying projections of operatioi,s, the components of the incentives, or to assumptions made by the city, county, and/or school district, As the scenarios are prepared, we will review these with you in order to refine the analysis and complete the final deliverable. The hours and associated fees which are • quoted later in this proposal related to this task Include it total three City Council presentations, If additional City Council meetings are required, we will discuss additional timing and fees with you in advance. s 3 4 1 ~ ,s'SSn t ~~y~ } ~ R~ .-Ra'~"~•. wr.`~ ~ ` *t~ Y"'y" ~i~Stc~a 1} a r ,rrs mR ~YShrt,Wtti,.ygµytW...., p Af HUK ANDFRSEN ARiw AANN RP6 N&(10 SC Task 5 Final Report The purpose of this task will be to prepare a final report which sets forth a description of the work which was performed, the purpose for which the engagement was f commissioned, and the final results of the economic impact assessment as discussed earlier in this scope of work. The report will be suitable for a public audience and will include graphic illustrations along with a description of all assumptions used in the model. A discussion of the advantages and disadvantages of each analysis will be included in this report. A draft of the report will b, made available for review by Strasburger 6r Price and the City of Denton concurrently and, upon approval, will be prepared in final form, Task 6 City Staff Training The purpose of this task is to provide Andersen personnel to conduct a two-day session in Denton to train City staff on the model's use and operation and provide full documentation. At the conclusion of this teak, a version of the model will be the property of the City of Denton and city staff will bo trained accordingly. The City ao.ws that the model will be for the expressed use of the City of Denton and may not be given or sold to other agencies, organizations, or individuals not involved in this process without prior approval of Arthur Andersen. Provision of the customized model to you in no way inhibits or limits Arthur Andersen's use, sale, or application of the E1M to other clients. Every effort will be made to assure the model's accuracy and internal consistency, and those efforts will be reviewed with you prior to final release of the model. However, Arthur Andersen makes no warranty to that effect and assumes no liability for the results from its use or the actions or decisions resulting from Its use or application. r ENGAGEMENT ADMINISTRATION AND ARRANGEhmms x This portion of our Scope of Services contains additional information relative to the overall execution, administration, and management of this engagement. Engagement Team i This engagement will be the responsibility of the Dallas/Fort Worth office of Arthur Andersen and w!ll be directed by key members of our Real Estate Advisory A Services Group. Resumes of each of the individuals namod in this engagement with a j description of their relevant experience to some the City of Denton in this assignment have been included as an appendix to this proposal, 1 ~s t [ 4 n t n c. t' t r Its 4 Ft,. ~k ai lri t'S 4"- k :1 2~~•, '*.ie; v _ <i a5`c S ` . ~ ~S ~'l ti e. HY~ i, t'3 ~ { :e ` ~ " F J i } 1 , , . nlY .r ...,.lvrn.r•.L. fIWYI.[OYM YVi:AVd[b YAdNJ.•~gvY WrMw!/Y... .r.r /LL..N.M1UUIfF 11[HMM1+]-l'rI _ f~IZI HUfZ AND► RSF.N Ae7InTANUl'HSfN&CO SC' r R. Gregorydark, Director of our Real Estate Services Advisory Group in Dallas, will serve as engagement manager and be responr+ble for the direct supervision, direction, and implementation of this engagement. Greg has over fifteen years consulting experience and has served several public sector clients in matters regarding fiscal and k - economic impact, infrastructure financing, and development fea31bility analyses. i Ken Bleakly, Partner in our Atlanta office will serve as engagement partner on this engagement and will be available to both the engagement team and the City of Denton during the course of the assignment. He will be responsible for the review of all deliverables to'.he City and final presentation to City Council if required. Jeff Blum, Manager in our Atlanta office will serve as technical advisor and will work directly with City staff related to Tasks 2 and b. Jeff works with Ken and was responsible for the original development of the Andersen Insight software and is uniquely qualified for this assignment. He will be assisted. by staff and senior Consultants as deemed appropriate, Estimated Timing and Fees We are prepared to commence with this assignment within one week of your acceptance. Estimated timing and fees as shown below assume a start date of April 22,1996. City Council Meetings as discussed in Task 4 may occur ort dates outside the project schedule shown below however, will not extend beyond July 1, 1096. As stated earlier, if additional meetings are required and/or extend beyond July 1, 1996, additional fees will be incurred and we will discuss this with you in advance of such meetings. i7~~i,' ;,•s 3'SarA§Nk3,+P'Yxura'"'""a`r:ri.''e,~. J,•,:.~1Yrt4 7777M,74 Task 1 Projoct Initiation and Orientation Week of April 22,1996 Included in fee Task 2 jurisdictional Data Research May 3, 1996 included in fee r Task 3 Model Customirwtion May 15, 1996 Included in fee z~ Task 4 Testing, Feedback, and Revisions Week of May 13 ck 20,1996 In. iuded in fee { " Task 5 Final Report May 31, 1996 Included in fee ja ! ' Task 6 City Staff Training One week f 31250pf (1) Includesexpenusof36,2w. If additional hours and/or expenses are requireu, we will discuss these with you in • advance and an estimste will be submitted for your approval. In order to commence on y this assignment, we will require a retainer in the amount of;12,500, or fifty percent of total expected charges excluding expenses, I a 5 Oil A ...........mm " r 5 r.4„ v d r z f YSS t " as 1 e ~{1t¢n yt~ x r,..i-. r:ll'[rl-T 4) ..fir: c ♦ ~....n...~ ..'tl-vi~• r8vla.~`NSrt VAVXti:,Y 1I((E I AR'T'HUR ~11vvr.►z~;eTv !AI?fHl!F Ah'UEF59~N (Q Engagement Descriptions _ Per your request at our meeting on Friday, April 12, 1996, the following two engagement descriptions have been provided for your reference. c Grange County Florida; Regional Economic Impact Model Arthur Andersen was commissioned by the governments of Orange and Seminole counties and the Economic Development Commission of Mid-Florida ("ED") to assess the measurable public costs and benefits resulting from a project over a specific period of tbn,,. Based on the methodology outlined in Economic Impact AnafI Assessing a Project's Value to a Community, by Kenneth D. Bleakly, Jr., a partner with Arthur Andersen in Atlanta and director of the Real Estate Advisory Services practice, the ANDERSEN INSIGHT model is designed to serve as a planning and presentation tool for local economic development officials Phase One of the engagement involved an initial oripntation meeting with county and EDC officials to discuss key inputs and outputs of the model and how they could be customized to best serve their needs. Phase Two involved collecting local demographic data, an analysis of county government budgets and actual expenditures, and development of a fiscal impact model to estimate the quantifiable impacts of either it new or existing prospect. Phase three in ;iuded revision and testing c! the INSIGHT model by Arthur Andersen personnel and the client to endure methodological consistency and to address any suggestions from the client on how the model could be further enhanced for their purposes. Piedmont Triad Partnership; Alamance County, North Carolina Arthur Andersen analyzed the economic impact of a potential heavy manufacturing facility that considered a new plan location in Alamance County, North Carolina. Using the ANUERSE.NINSIGHTmodel, we determined the direct and indirect benefits in terms of public revenues, public service costs, and overall economic benefit. We analyzed Alamance County's budget and annual operating report in detail to determine the • direct revenue and cost effects of the potential $500 million facility. In addition, we also provided a benefit analysis to the 12-county region served by Piedmont Triad Partnership. Contractual Terms and Conditions _ The Terme sand Conditions of this letter of agreement between the City of Denton, Texas ("CITY") and Arthur Andersen LLP tP") constitute a material part of this letter agreement. These terms and. conditions ar: accepted by CITY and AALLP upon acceptance and signature of this letter of agreement and, for that reason, should be read carefully. This letter agreement and these terms and conditions contain all of the understandings, agreements, and undertakings of the parties. r 6 % z t ~l ate rats 4t r\ Ajz r jiu ANDE:RSFN I ARmur ANmRMN& C1 SC 1. METHOD of PAYMENT. AALLP will receive $12,500 In advance of commencing this engagement from the law firm of Strasburger & Price, L,L.P., representative for the Company which will be in the form of a retainer equal to fifty percent of charges exclusive of out-of-pocket expenses. The filial payment shall be invoiced to Strasburger do Price, L.L.P. at the time of final submissic a and shall be due and payable upon receipt. If payment is not received within th rty days, AALLP reserves the right to i withhold any and all outstanding docurr,r ration until such time payment arrangements have been accepted by P AL, P. It is understood that AALLP mny extend' ne time for payment on any part of the billings rendered without affecting the understanding outlined above. It is further agreed that in the event legal action becomes necessary to enforce collection of bills rendered, CITY will be responsible for all collection costs, 2. CONFIDENTIALITY OF ASsICNMENTY At all times during the course of the AALLP work, AALLP wilt use its discretion where specific identification of the project or the client organization might be involved for purposes of obtaining research data. All work performed under this assignment will receive confidential treatment t 3, CONDITIONS OE WORK, As with any analysis of this kind, it is understood that since: future events are not subject to precise forecasts or projections, some assumptions will not materialize in the exact form presented by management. In addition, other unanticipated events and circumstances may occur which could influence the future outcome of the projections. Therefore, it is understood that the results achieved in future 4 periods will vary from the projections due to market conditions beyond management's control and a statement to this effect will be included in the final report. Since there is no recourse to predicting these matters with certainty, future event-; may lead to variatir,ns in projected performance which may materially alter the projected results, it is exprvssly understood that AALLP will have no obligation to revise the report nor the undt 4ving analyses subsequent to the submission of its report as set forth in the • attached letter contract agreement and that a statement will be made to this effect in the final report. If additional work is required after the date of our final report, a separate proposal and cost -stimate will be submitted to CITY, CITY acknowledges that AALLP has been engaged by contract and owes no duty of performance to any entity or person other than CITY. Any limited use of the AALLP • report(s) by CITY must include the entire content of such report(s) in the form originally • delivered to CITY, No portion or excerpts thereof may be otherwise quoted or referred to in any statement, prospectus, loan agreement, or other document unless expressly approved by AALLP in writing. ~ a 7 J MW t y~~ ~ t ~ 1. ~ Aga atfrlh ~~~r w4 1 r 1 Am'f fUR ANDERSI N AM i,JR AND1 61 N NCO St' 4. TERMINATION. This agreement is subject to termination without ce.use by CITY upon seven (7) days written notice. In the event of termination, AALLP will be due the share of the total fees represented by the proportion of the work completed, and expenses k incurred, at the time of termination - as evidenced by a final billing. 5. 08,ts tviTY. The work done under this contract by AALLP will be objective and independent. Any evaluations set forth in the attached letter contract will be based on information and specific: project-related materials furnished by CITY or other sources as identified throughout the course of the engagement. In consideration of the undertakings of AALLP in this contract, CITY agrees that the payment of fees and direct expenses to AALLP is not contingent upon predetermined or favorable findings or opinions by AALLP. 6. ACKNOWLEDGMENT HY ::LIENT, CITY acknowledges that AALLP is not limited by this contract from performing assignments of a similar nature to that undertaken herein for other clients in any area, now or in the future. Nothing In this contract restricts any business activity of AALLP for other clients or for its own account in any capacity, provided that AALLP does not violate the provisions of confidentiality as set forth he-gin. 8, ACCEPTANCE. If this Scope of Services is satisfactory, It can stand as an agreement between CITY and AALLP. if this is the case, please sigri both copies and return to us which will represent our formal authorization to proceed. A fully executed originul will then be returned to you for your records, Accepted By., CITY P ENTO ExAs; ALL ITEMS WWd THE ExcerrION OP.FPE9 « BY: 0 DATE: { xC) t 1c1 (S,? x, Accepted ByI STRASBURGER do~PR~ICCjE; ALI, ITEMS INCLUDING FEES ~ BY: WW i 0j ~1A • rw~v1~~LXh„ 717tH: j► tw/ _ DATE: _ i1 704, 194(IL See additional acceptance block on follorofng page ~a 1i s l a`' h n + ~5 a4 I 1 / 7' ~Y H 1 w; k ~ rS Fr s 4 s ~ s u bt • q6 ~~4 ,M t ^~..~+r z 4 s ~ u f.v sy ~ ~ ~ n S ~ ' ~ + G Y r ~ ~ ~ xr~ ~t x w t` °t r y,rt+~'s ryti S s e~ 3~uY-k. 3'R"~ ate a("~.Ki G.:-M'x+"'lyf AlL F hT~~ S" V 6 (ra• 4~y I t K fy it + F. ~ * ~i" 1 ♦ i > I;t i 1.x.1 1 C111 I,rli \ 4 sZ E 1 ~ I ,>y, 1 } ' ~ + 1 I . + I ~ sd+ +t +~5, C ➢S+"1? 4 i 1 , +y s fl r < /si~l~ , l ' 1S'C * y 1:. ~ 5 Ij I s + r+ + y sr + ( ,ti +1P, v.7`$i~~"'ryx ~{i~~[j ~1+~ ~ rl t F`1 2 t a ~,f 17 ~ p~f l- i° t - t > 11 , -s'-u~ . t, a YY ~~f R AK'I'F;UR I~t ANDERSEN ! . ARTHUxANDExsCNeCQSC i I I j Accepted Bys ARTmR AwRR:+HM LLPP BY: DA7F: y~ s ~9L _ 1 -j 1 i I' ii 1 I i { • V !I V+ I ~f i rl~ N µ ~ ~ 1L ~ n~ k A ^ rig a 4 ~W k +1 t t ~ y~J~7~r < r~p`'{'J{~~p j'T.`4'C~ s3 v d Pt's •1~'''u'W ~ } f~+ i tis E s r4 ~i~t 3 W V-4 iu ] t ' ct r~f'¢Wt iA Y" t ~3 ri < ¢ f rr ~f ~u44i.:r ~F i t{k~ i.~ 'Y'„. 4 * AL r l rr , k A 4 i ~s t~` F- i ~ ~ if i 4 ~ rT',3 SAS Y tot r ~ s c r ' its. 1 '+J It 2 t r,! , K" j y~ t ♦~,:1 ~r'~ li'h ly~ ~t ~u~ ~ 1 ~ 1 1 r SI . B-P< + r. i 4 ~ ..e. ~ ~ tip' - i i{ ` I 1 r • r.. 1 ~ ,r 't F 4 h i 1j I j r i, a t IJ ,h e ( 5 t f r ryl + ArrACHMEN S F I", ,l .............»..~.~.»..,.......~........,...~,»..i..~,................,,.,...,~...i»..........«..- .y.......................... i ~ ~rjt l J v f IYyt~.+•Fh~l Nc{uJ'!+~'f 'J}t,°~ r~"4, ,h~J4~, YyF TV" WIT"" r I Y,[`di t t Rran" a of Esgagtasra t Psnoxnet R. Gregory Clark Real Estate Services Group, Dallas, Texas Greg Clark is L erector of the Real Estate Corsulting Practice In the Dallas/Fort worth office of Arthur Andersen. lie has over nineteen years experience in the Real Estate and Hospitality industries combined. Before joining Arthur Andersen, Greg was with another Big 6 firm where he served in its Real Estate and Hospitality Consultint; Practices in Los Angeles and Las Vegas respectively. Prior to that, he was with a US subsidiary of the Warsiia Group of Helsinki, Finland and Westin Hotels & Resurts in Atlanta. A description of his significant experience follows. Feasibility Studies andAcquisftion Support - Greg has performed and directed several finanria'. and economic feasibility studies related to mixed-use developments for both private development companies and public sector interests. He has specific expertise in the area of public/private development and has assisted several public sector clients in joint venture developmnn opportunities. Most recently, Greg provided consulting services to the Transportation Corridor Agencies of Orange County, California in the $1.3 bill'on financing of the San Joaquin Hills Transportation Corridor and the partial financing of the Foothill Transportation Corridor, California's first toll road facilities. Mr. Clark currently serves as training instructor at the Firm's international training center in St. Charles, lllhrots for itc Real Estate Feasibility Study school. Listed below are a few of his repr-FeWative public sector clients. s City of Carrollton, Texas E s City of Honolulu, Hawaii s City of Irvine, California s City of Richardson, Texas s Dade County Department of Aviation s Fodeisa, Saltillo, Coanuila, Mexico s RTKL Associates s San Diego Convention & Visitors Bureau s Transportation Corridor Agendes of Orange County, California Economic and Fiscal Impact - Greg has worked on and/or directed several economic and fiscal impact studies related to the quantification n' iblic benefit of existing and/or proposed private development. He is currently ving fie Texas A&M University System in the economic impact analysis of F good Airport in College Station, Texas and recently completed an impact analysib jr Genstar Development of Winnipeg and Vancouver related to residential and mixed-use developments. Tax Increment Financing (TIF) D'stricts - Greg is currently working with RTKL Associates of Dallas and the City of Dallas in 6esigning strategies and development * program for a Tir district located In the teak Cliff area of Dallas. In addition, he has a a.islyzed several T1Fs throughout Southern California for purposes of reviewing development scenarios and developing projections of incremental revenues, Mr. Clark received his Brchelor of Science in Accounting from Mars Hill College, Mars Hill, North Carolina, lie is a member of the National Association of Hospitalli'r Accountants, the Urban Land Institute, and the Greater Dallas Planning Councfl, a J ...,A Va i 1. Li •rtP rll i. k,~w sq''i F#aa~.~ 0-5, taf I . 1 Resmaee o Engagement Pedonnet Kenneth D. Bleakly, jr. Real Estate Services Group, Atlanta, Georgia Ker. is the Director of Arthur Andersen's real estate and economic consulting practice for the southeastern United States. With over 19 years of experience in market and 1 financial analysis, development planning, and economics, he has provided market and ` financial analyses for over 400 projects. Prior to joining Arthur Andersen in 1990, Ken was president of his own economic consulting firm which provided economic development services to real estate companies and local governments. He also served as director and the partner-in-ch."rge of consulting activities for a national accounting firm in its Denver office i,om 1984 to 1989. Ken has extensive experience in providing economic develops. M consulting services to a wide variety of clients on a national basis. Recent assignments include the following: • Direction of an economic base analysis, target industry study and strategy recommendations for the state of Baja California Sur, Mexico, including an analysis of the leading industries and labor resources of the state. " Assistance to the Colorado Springs Economic Development Corporation with a strategic plan for long-term economic development, which invulves assessing the current local economy and identifying strengths and weaknesses against 13 competitive metropolitan areas across the United States as locations for new or expanding businesses. In addition, identified target industry groups which would be best matched with the competitive strengths and goals of Colorado Springs. . For the Metro Denver Network of 40 economic development agencies, direction of the preparation of a strategic plan for the region. This plan served as the basis of a coordinated marketing plan in the region and served as the centerpiece of the cooperative marketing efforts of the regional development agencies. . Direction of the development of a strategic plan for Coral Springs, Florida, a city of 70,000, located in southern Florida. The plan analyzed the strengths and weaknesses r of the community, defined its competitors for economic development projects, and presented a strategy for the diversification of the city's economy trio the future. N . An engagement by the American Economic Development Council ("AEDC") to prepare and conduct a nr.tionwide series of seminars on how to perform an Economic Impact Analysis. The seminars are attended by economic development directors from across the nation A book based on the course, The Econ'amicImpact Analysis Handbook, will be forthcoming from AFDC shortly. Ken has co-authored several books on housing and development economics, including r bind Devefopmeni and Financing Land Ac,;ufsitlon and Development. He is a member of the Urban Land Institute ("ULI") and the American Institute of Certified Planners, Ken received his undergraduate degree In history fr,+m Rnllins College in 1972, and he has a master'P, degree In city and regional plauning from Rutgers University. e rl ~v~ t yt - " ftk 4dg ?Y. i r t~ Y"^a a q^w~}3F~ r..r 3t ~~.a a~S. tr is I Resumes o/ Engayrmmt Peftowl Jeff Blum Reel Estate Services Group, Atlanta, Georgia Jeff has more than ten years of experience In the real estate industry, including financial analysis, market interpretation, property evaluati,)n and valuation studies, and land use planning. He joined Arthur Andersen in 1992. Jeff has provided a wide range of real estate consulting services to a diverse client base across the country. Selected recent engagements while at Arthur Andersen include the following: . For a major U.S. institutional owner and manager of real estate, the analysis of a troubled regional mall and the owner's plans to renovate and expand the asset. The assignment Included review of four different courses of action, and determination of an alternative most advantageous to the investors. . For a national developer of regional malls, analysis of the potential for placing its entire portfolio into a real estate investment trust (RE1T). The assignment included the preparation of complex financial models using PRO-JECr software, establishing a database of more than 2,500 tenants, and then assisting the investment banker for the $425 million initial public offering, * For a national apartment developer and manager, coordination of the due diligence information required by their underwriter for a $180 initial public offering, The due diligence process included analysis of assets in markets across the southeastern U.S. and coordinating with the company's management subsidiary. s Consultation with numerous governments and agercr.-s, including the Colorado Springs Economic Development Corporation and the state of Wyoming Division of Economic and Community Development, Services have included target industry studies, cost/benefit analyses, assessment of community strengths and weaknesses, implementation strategies, and strategies for funding infrastructure improvements. Before joining Arthur Andersrn, Jeff worked for a prominent Atlanta-based mortgage banking and investment firm. He was directly responsiF'? for the evaluation of lender portfolios and tha analysis of troubled assets across the country. He also analyzed complex financial structures for both U.S. and European properties. Previously, he was ! employed as a real estate consultant, both as an appraiser and as it market analyst. Jeff received a master's degree in city planning from the Georgia Institute of Technology, concentrating in real estate and economic development. He received his undergraduate degree in landscape architecture from the University of Georgia. Jeff is a certified appraiser in the state of Georgia and is a member of the Real Estate Group of Atlanta (REGA). f Q I a a€: r w E S 6 S +e ; x b+S~ Mi +€.€tsx r W µv # 33 tY d y e, ' ± m +,,j ♦ ~ ~~Y r k kr t..tv, •y. ~€~+~~`~H ~+k$ +iiF 1~~*yy0 r `yi ~k * r T ;;6cS^Y t,` • 1 1 I I~ R~c°c~ do "oro°Oo ° A, JI d~ sl 3 n 27 Cl D 4 ° N t 6 OQ° 4 °00oaaaooao4o~ v } j l~ Y • • CONTRACT AGREE1%0NT STATE OF TEXAS S COUNTY OF DENTON S THIS AGREEMENT, made and entered into this 3 day of MAY A.D., 19 96j by and between THE CITY OF DENTON of the County of DENTON and State of Texas, acting through ^ TED BENAVIDES thereunto duly authorized so to do, hereinafter termed "OWNER," and WALTER C. BARRERT. .ZNC. 907 N. TYLER ST. (i! i DALLAS, TEXAS 75208 of the City of DALLAS , County of and State of TEXAS , hereinafter termed "CONTRACTOR." } WITNESSETIi: That for and in consideration of the payments and agreements hereinafter mentioned, to !)a made and performed by OWNER, and under the conditions expressed in the bonds attached hereto, CONTRACTOR hereby agrees with OWNER to commence and complete performance of the work specified below: BID / 1897 - DEMOLITION an Cj, R Q,12 1 in the amount of $9,930.00 and all extra work in connection therewith, under the terms as stated in the General Conditions of the agreement; and at his (or their) own proper cost • one expense to furnish all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance, 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, and in accordance with all the General Conditions of the Agreement, the Special Conditions, the Notice to Bidders (Advertisement for Bids), Instructions to Bidders, and the • Performance and Payment Bonds, all attached hereto, and in • accordance with the plans, which includes all maps, plats, CA w 1 a w s e blueprints, and other drawings and printed or written explanatory matter thereof, and the Specifications therefore, as prepared by CDBG DEPARTIUM STAFF all of which are made a part hereof and collectively evidence and constitute the entire contract. Independent Status It is mutually understood and agreed by and between City and Contractor that Contractor is an independent contractor and shall not bn deemed to be or considered an employee of the City of Denton, Texas, for the purposes of income tax, withholding, social security tsxes, 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 aemording to the attached specifications at the general direction of the city Manager of the City of Denton, Texas, or his designee under this agreement. Indemnification 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 y or third persons occasioned by any error, omission or negligent act of Contractor, its officers, agents, employees, invitees, and other persons for whom it is legally liable, with regard to the F performance of this Agreement, and Contractor will, at Its cost and expenr., defend and protect the City of Denton against any and all such claims and demands. Chgice of La:f and Venue This agreement shall ba governed by the law of the State of Texas and venue for its construction and enforcement shall lie in the courts of Denton Ccunty, Texas. r 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 the 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 Spacial Conditions of the Contract. ~ o CA - 2 . ,..~.e..~ 3'•TT,6~ t... r I i i i IN WETNESS WHEREOF, the partiej of those presonts have executed this agreement in the year and day first above written. ATTEST: ` ,i CITY OF osw" OWNER O (SEAL) ATTEST: C c WALTER C. BARRETT, M. 'I I co CTOR MAILING ADD ESS PHONE NUMB;eM FAX TER tlYG~ /q~c~ cep t' TLE .4 e/rj !J~ X R w/Y ur " IIII PRINTEr NAME • , ,y~ r APPROVED AS TO FORM: (SEAL) c i ♦i • ~~/L,/C~/J/'7J • City Attorney MA0184D Rw. 07/28/94 CA - 7 ~I. F"M a i i i i CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS w Bidder's attention is directed to the Insurance requirements below. It is highly recommended that bidders confer with their respective Insurance carriers or brokers M to determine In advan+-e of Bid submission the avallabl3ty of insurance certificates and B, dorsements as prescribed and provided heroin. If an apparent low bidder falls to mply strictly wit;,. the insurance requirements, that bidder may be disqualified from r award of the contract. Upon bid award: all insurance requirements shall become contractual obligations which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or Ilabilitios of the Contractor, the Contractor shall provide and maintain until the contracted work has beer. ;ompmted and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. i As soon as practicable after notification of bid award, Contractor mall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any Insurance requirements at any E time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may riot be modified or waived after bid opening unless a written %caption has been submit«-.M with the bid. I'" •ntraetor shall not commence ar,y work or deliver any materiel until t+n or she receives notification that the contract has been accepted, approved, and sign-id by the City of Denton. i All insurance policies proposed or obtained in satisfaction of these requirements shall C~moly with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or to igar, if so noted: • e Each polir; shall be issued by a company authorized to uo business in thb State of Texas with an A.M. Best Company rating of at toast-A-- 0 Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate • such deductibles or self-insured retentions with respect to the City, its • AFROMAI RNVISFID 11412197 J 76, low"% p i I • i r Insurance Requirements Page 2 officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to Provide the following: Name as additional insur6d the City of Denton, its Officials, Agents, Employees and volunteers. • • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • All policies shall be endorsed to provide thirty(30) days prior written notice of cancellation, non renewal or reds ration in coverage. • Should any of the required insurance be provided under a claims made for Contractor shall maintain such coverage continuously throughout the I n of this contract and, without lapse, for a period of three years beyond the contract expiration, such tnat occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required Insurance be provided under a form of coverage that includes a gensral annual aggregate limit providing for claims investigation or legal defense costs to be included In the general annual aggregate limit, the contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • • Should any required insurance lapse during the contl act term, requests for payments originating after such lapse shall not be processed until thn City receives satisfactory evidence of reinstated coverage as required by this contract, effective as or the lapse date. If insurance is not reinstated, City may, at itf. sole option, terminate this agreement effective on the date of the lapse. , APMAI rtewsen lalvw ~ i k ti, • Insurance Requirements Page 3 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additiongily comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted; P9 A. General Liability Insurance: General Liability insurance with combined single limits of not less than $ 500.000. 0shali be provided and maintained by the contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG.'0001 current editiol,) IF, used: • Cove: age A shall iticlude premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Cov )rage B shall include personal injury. • Coverage C, medical payments, is nc: required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least; i • Bodily Injury and Property Damage I-IoUllity for promises, operations, products and completed uperations, independent contractors and property damage resulting from explosion, collapse a or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. tf ~ • AFMWAI REVISED 10MM i A N i Insurance Requirements Page 4 W Automobile Uability Insurance; Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSLI of not less than $500.6DO.QOeither in a single policy or in a combination of basic and umbrella or excess policies. The policy will Include bodily Injury and property damage liability arising out of the operation, - wintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or 0 all owned, hired and non-owned autos. Pl1 Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for Issuance of such insurance, has Employer's Liability limits of at least 9100,000 for each accident, 8100,000 par each employee, and a 9600,000 policy limit for occupatione.l disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, i Its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). I 1 Owner's and Contractor's Protective Uability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or contractor's operations under this contract. Coverage shall be on an APFWNAI REVISED 1()112J9d {Ii`I F • Insurance Requirements Page 6 "occurrence" basis, and the policy shall be issued by the same Insurance company that carries the contractor's liability insurance. Policy limits will be at least _ combined bodily injury and property damage per occurrence with a aggregate. [ 1 Fire Damage Legal Liabf6ty Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or If a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. f 1 Professional Liability Insurance Professional liability insurance with limits not less than _ per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement, f I Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value f shell be provided. Such policy shail include as "Named Insured" the City of Denton and all subcontractors as their Interests may appear, t l Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is F° required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. • AFrMWA1 RAVLSFD INIV" , i • Insurance Requirements Page 6 ATTACHMENT 1 Worker's Compensation Coverage for Building or Construction Projects for ©ovemmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory wurkers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the r project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. • B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutcry requirements of Texas Labor Code, Section 401.011 {44) for all employees of the contractor providing services • on the project, for the duration of the project. • a.J AFFMA I AEV IsW 10112M 1 i _..::,eszmr row% I • r Insurance Requirements Page 7 C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. i E. The contractor shall obtain from each person, providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificate.2 of coverage showing coverage for all persons providing,aervices on the project; and (2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project -3nd for one year thereafter, G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. I • H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and • report lack of coverage. • AFPoORAI REVISED 10112M R I i • Insurance Requirements Page 8 1. The contractor shail contractually require each person with whom it contracts to provide services on a project, to: (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the contractor, prior to the and of the coverage period, aaaw certificate of coverage showing extension of coversgealf the coverage period shown on the current certificate of coverage ends during the duration of the project; (4) obtain from each other person with whom it contracts, and provide to the contractor: (a) a certificate of coverage, prior to the other person beginning work on the project; and (b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; F' (5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; • (6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person know or should have known, of any change that materially effects the provision of coverage of any person providing services on the project; and AFMA I RSVISHD W12M k F 4n _ rT % r Y e i 1 g• { insurance Requirements Page 8 (7) contractually require each person with whom k contracts, to perform as required by paragraphs (1) - (7), with the cer,dticates of coverage to be provided to the parson for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor Is representing to the governmental entity that all employees of the contractor who will provide services on the project will t be covered by workers' compensation coverage for the duration of the } project, that the coverage will be based on proper reporting of classification { codes and payroll amounts, and that all coverage agreements will be filed with the appropriate Insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading Information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entities the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. i 1 AFTAMA1 1181'tS6D IgltlM A . ..e. .vrr~iG~'•u3l~i r bs ] .1 Fi t ♦ _ yl, PON- T BID PROPOSALS Pao. 2 Of 2 BID NUMBER 1897 GNT+iDwAwkToo* pi4l TrwlL MMrMe1 p~prt M O$ww% Temw Tw OUAN. WC E AMOUNT ITEM IPTION DEMOLITION q'25 1 EA. $2,670, 1. 102 N WOOD STREET 1 92H--- s].gZfl.IlO- 2. 1112 E MULBERRY STREET 1 EA. $ 1 EA. $1#000. $1#000.00 3, 917 HILL STREET $~+SAp-f1a.- 4, 929 HILL STREET 1 EA. $1.,I=, 5, 903 ALLEN STREET 1 EA. $1 032•_ $1.Qaz m i P.A. $1.80 $1,800.04 6, 1007 E PRAIRIE STREET (STORAGE SHED ONLY) I I ;1J • TOTALS 9 930. 9 930.00 ( a ordw. Twm rwm we quae the ebow tob, dmhMV+d to O ion, Ta+a lhOrOW an be mWo In hvm _ • --~1 mow unlw othenrN+ Ir~o+l+d. ~ M x~mlttlno tM ,bow bN, tM wnda .ate thM +00kptMa of +nY or W Md I:«m bT iM CRY Of tl+nton, raa wnMn + ~ m"andbl. P+lad of twm axatNw+++d **O. nw oomplmw Ow Propo++I mum b. woody oI*W4 +q#d OW ~10& 907 N. UFer 5t. C. Barrett Inca 1r,w,#,1wn. Dallas Tx 758 ~y,.u.. aw . at ~ 214-948-6383 Sa=atarY i II • A , a DAT@ PN XVM /~ip~:~~aw . E H< 04 15 96Q PTlawcelL THIS CERmrATE Is ISSUED AS A MATTER OF MlFORMATWN Lucian Wright Ina. Agency ONLY AND CODERS NO RWHTS NOT THE ~ NoIDER TFMS CERTRWATE DOES NOT AYE N0. E1f1ENO OR 1200 West Freeway Y 200 ALTER THE COVERAGE AFFOADED BY THE POLICIES Paot COM,VANEB APFORDMIG COVERAGE Fort Worth T`( 76102 5973 CO~ 817 335-3400 A Tx Workers Comp_Ins Fund OWAM C*~ Eagle Excavating - S Demolition COWANY P.O. Box 162674 0 Fort Worth TX 76116 OM►pANY 817 72-2287 THLS r To COMFY THAT THE POtJCIES CF VOWIANCE L WW OR'* HAVE SEEN "JIM To THE ENSURED NAMED WIOVE FOR THE Po' PEM00 JCY INDICATED. ! 0TWITMANDINO ANY RECIUMIENT. TOW OR CONDITION OF AA Y CDNTRWT OR OTHER DOCUMENT WITH R~PECT TO WHICH THIS CERTFICATE MAY BE 08M OR MAY PERTAIN. THE WAVIIIANCE SUSIECr TO M=U01 W AND CONDITIONS Of X" PMI~. LAIMTS 04OWNNOWN MAY DUN REDUCED BY PAID CWAM ALL THE 191ME. A tl L0 iTK 0/ FailO'f IAg1eIR DATE ~m LAM GUMIALAOWMAYE t eU1NNL LlAeelTY MIRiAWL OENERAU I.LAeA1T' FROOl/C71 ~ OUW%V Aao d AIAe ANDS ~ OCC1. T / '.MAIL d AOVNJ/N i GIVERS i OONTW[:TOR'e P0. T EAd.7.~NOB f i ~ AIr:nAAw.E w ~ um>:7a arM ~ AYTOYOeLLI UAee'TY oOAeNEO INOLB UMR I ANY ARO Au CAMEL AU" eCNELUEOAUT06 - HMALrTW W NON.OKTEU AUIOB ROMWND%AaE 1 GULAM UAaMNT' - Aura ONLY• EA AoCOENT ALTto OD40 THAN AUM ONLY: EACH AOOLIaNT AooREOATE I otem AUM EACH0=^VN4E f UMNIUA ltkW AooN1EOATE JMEA MAN MINA I.A FUN A WOWAM COWOMTTOe AMa SBPOO01057234 04/10/96 04/10/97 X eTAR1fdN LIMITS " H&LOY M•UAGARY EACHAOCOBNT E100 000 W PFUREMN mm peEME•POUCY LIMIT $600 000 FARNNBa0FOAM trEAeE•EAWEAAFLOTEe $100 000 O"KMARE'. x I= OTNa • 0e6CRIPT M OfoMMTLONSnoOAT+OMMWIMCLJeL'MEONLItOM r DEMO AND CLEANING JOB 125 • ~I J CITY OF DENTON ILwwo AMY Of ra am SM01111W P" M M NMIMM wm "R i, i PURCHASING DEPT. IAFMNTIEe LNTLI "amt. MI Home eowrY W" Now" TO WL 901-B TEXAS ST. JA- eAYe 0.1TIN IL911CE TO TIN aKO ATI NNMIII NAM To "E LsT. DENTON, TX 76201 WT FMUNN TO NAL OWN IoT ' OWL IIFOet so OIMMMU am LNMAY W "bIBM-«u .oowArr M TMM F 10 w, A• IL4 1 AL-23-1996 12tZ3 TEWS TRUCK INS. AGENCY 214 961 19261 P.BI/M 11le C24tfi~AT! Mo town { coos 6owo ooti~e rrrw rriw irrrrwr A!!nM Moo Cttttne/►t1! aan foo2l iq>•le 011 P. 0L bs 500364 oua rx recce am~ strwrw r~rw aorrw rMlr Lnsm tMw awe even* omod w 1R row aarwwr Sao" tot melee a rr t/~ *No AM otir 00~ s the ! To 0r«lrtr TNA7 wr 1 Kxm a rmawrla two ppt~eAw WMe SI mAm ro row r.~rloglW~ARO~A.t1o111i~F1a! ► rA moor mw OF AM OMMCT Ca W~YNp1A cm &V t/~ RA~Kr Mn~t~Paso= ~"M7t> rAw Pa ! 0 Ow1O°p~lM Il >M~LIIC! VO Atl ~ TAff iow TVM Or wRrrrw Ao~or nrlwl MAW nltnw =swww LAM mail" 10-to" M MOM Lan a4uu~ 09/21/46 ~/tt/rt ~ 000 000 • 0 A oa0.wo awl rat U w" orrwr6aa1tva10ttmor ~ X t1 i Fe m- $1,000 0 90. loom No Ir Pm we pad ! AIIlOM X LAMM 06161]91 96/09/iK OU/0!/17 ooA6rrt mia+liaw 1 !00,000 AIR AarD ALL ewr AAtOa tpLr rrrMN r amekto mm r AYler f 6Aw 1 MOMa1Mw AVM ~spwr rArw r uianr um TAW am vw 4m 9!Ll TAW PON mama M1AVlIMIYItAY AND iEta1M1 06/23/46 r Ot/2!/47 ! ow "mom xjmw~r~ a r e olrle.l►ln !00 000 OArll - i 1 ~ 4 Irri°"o wfft se Tar cows woo W rttbww list i • m"D o1w 0 r! MeA/ ar10l1A ow m w *maw te01! M mw om ;is "W 7M MAMOltru rn metro o rt n on wow toter A rm tmwlon mum *No /o TI! w". port is Dgw6 nw 1Y Wiser &S ftM 10 ra aM pW=!r1► hits M WA M4M a 1Al16Y O A/If 1lO 1/d171t AylwlMw A!!lwrlwl j 7od rimrt rrwM 1lr..l.. r OWN p r yr . , , I I . r. ..:,.-s.r•vewrWtrT"tnBYN$d+JGi'X%1kd~ltdY(1~5.. ::-it1.-23-19% 1203 TE)M TRUCK INS. AGENCY 214 951 1928 P. 02/02 EQUIPMENT LIST YEAR mmm U=T SERIAL trAX.UR 1910 MACK TRACTOR 1M2AAIIY3LW001880 15,000 a 1990 MACK TRACTOR 3.M2AA11YXL1+001877 150000 a 1990 MACK TRACTOR SM1AA11YSLN001883 15,000 1990 MACK TRACTOR 1M2A1112Y2LW002940 15,000 u 1993 OWV PicXup 2WEXIMP1136287 19,000 t7~I 1988 FORD' OEmcs TRK ilWF37M7 Kh01466 / 1964 DORSEY Loa" TRLR 53656 S 1976 81'EC0 DU" TRLR 4876110 8,000 9 1976 STECO DtMP TRLA '12117S1S7 8,000 ~fl 1980 STSCO W" TALK 624801083 8,000 j/ 1980 STECO DUMP TRUt 624801085 80000 ~Z 1789 DBN DDMP TRLR SBBR93=2800010 10,000 1989 saw DUMP TRU iBBW96DTN30000087 10,000 1989 BRW DUKP Ipjj 1B31i950 160000077 10,000 I I .t 1 TOTAL P.02 1 r t' 3 t t d ijf IMM ? WO, # f Y ~ 3331Jf i O~~CcJ °cF C ° r~ r7~~~0 OOOO y r° O~ O \ Ldj 4 pp4 O O Oa a~ 4 ~O 0000000 ° H ~ o~°~ 4000064 t, ,r1 F? ti f .~Y. ~r•' E~'17.. .~E..~4.r Ci5YYf~", • CONTRACT AGREEMENT STATE OF TEXAS $ a COUNTY OF DENTON $ THIS AGREEMENT, made and entert:u nto this -3 day of MAY A.D., 19_16 by and between CITY OF DENTON of the County of _ DENTON and State of Texas, acting through s_=P PO IDES thereunto duly authorized so to do, hereinafter termed DOWNER#" and ~ EAGLE EXCAVATION - DEMOLITION P O Box 162674 pT NORTH, TEXAS 76161 I i fEf of the City of FT WORTH , County of TARRANT and State of TEXAS , hereinafter termed "CONTRAC.'TOR." WTTNESSETH: 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 attached hereto, CONTRACTOR hereby agrees with OWNER to commence and complete performance of the work specified belowr i _ BID i 1897 DEMOLITION AND CLEARING #25 I in the amount of $9,675.00 and all extra work in connection therewith, under the terms as stated in the General Conditions of the agreement; and at his (or their) own proper cost • and expense to furnish all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance, 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, and in accordance with all the General Conditions of the Agreement, the Special Conditions, the Notice to Bidders (Advertisement for Bids), Instz.^.tions to Bidders, and the • • Performance and Payment Bonds, all attached hereto, and in accordance with the plans, which includes all maps, plats, CA - 1 c l i blueprints, and other drawings and printed or written explanatory matter thereof, and the Specifications therefore, as prepared by _CQBG DEPARTMENT STAFF all of which are made a part hereof and collectively evidence and constitute the entire contract. Independent -Itatus 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 tax, withholding, 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 according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. Indemnification 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 or third persons occasioned by any error, omission or negligent act of Contractor, its officers, agents, employees, invitees, and other persons for whom it is legally liable, with regard to the performance of this Agreement, and Contractor will, at its cost and expense, defend and protect the City of Denton against any and all , such claims and demands. 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 E the courts of Denton County, Texas. The CONTRACTOR hereby agrees to commence work on or after the date estab)i5hnd 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 the 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. J CA - 2 j i • i i a L` 3. .x der b P 4 'S IN WITNESS WHEREOF, the parties of these presents have executed this agreament in the year and day first above written.. / ATTEST: CITY OF Dmam OWNER _ By_ c~ (SEAL) ATTESTt sacU pQVATIOK - MHOIaTION CONTRACTOR Q O anti !L 2 G7~1 ~r' 10 QP714 '2:UNS 7li,/ HAILING ADDRESS ~L`L ar74 - ~2Qy PHONE NUMBER STiry p3/- QL~~ FAX NUMBER By Y))141 TITLE Q f yPJ )-)q L/rfA PRINTED NAME A APPROVED AS TO FORM: (SEAL) City Attorney A ~ ~ A AAPJ134D R.v. 07/28/94 CA - 3 f • • I CITY OF DENTON I INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attentiun Is directed to the Insurance requirements below. It Is highly recommended that bidders confer with their respective Insurance carriers or brokers to determine in advance of Bid submission the availability of Insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the Insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all Insurance requirements shall become contractual obligations which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the othei obligations or liabilities of the Contractor, the Contractor shalt provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence airy work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • e Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate O such deductibles or self-insured retentions with respect to the City, its • AFMBAI KF:V151A 11411141 R i i Insurence Requirements Page 2 i officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Uability policies shall be endorsed to provide the following: Name as additional insured 'he City of Denton, Its Officials, Agents, Employees and volunteers. • • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • All policies shall be endorsed to provide thirty(30) days prior written notice of cancellation, non-renewal or reduction in coverage. • Should any of the required insurance be provided under a claims-made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the contractor shall either double the occurrence 'y limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance Is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. APP"Ai R0vls90 10117194 I ) s Insurance Requirements Page 3 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: lA A. General Liability Insurance: General Liability insurance with combined single limits of not less than $500, 000.0 Osholl be provided and maintained by the contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies, If the Commercial General Llabillty form (ISO Form CO. 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury, • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily Injury and Property Damage Liability for premises, r` operations, products and completed operations, Independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsemenO covering this contract, personal Injury liability and broad form property damage liability. for AFFWIA I REVISRO ICV12M f • • i Insurance Requirements Page 4 W Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500.000.00either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the { operation, maintenance and use of all automobiles and moblie equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. IXI Workers Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance whicn, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $600,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §408.096 of the Taxes Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). • (I Owner's and Contractor's Protective Lability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or • contractor's operations under this contract. Coverage shall be on an • AFFDOIA I ABVISIM 10117/94 n ~ i e i Insurance Requirements Page 6 "occurrence" basis, and the policy shall be issued by the same insurance company that carries the contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. Fire Damage Legal Uab8lty Insurance Coverage is required if Broad form General Liability is not provided or Is unavailable to the contractor or if a contractor leases or rants a potion of a City building. Limits of not less than each-occurrence are required. [ 1 Professional Liability Insurance Professional liability Insurance with limits not less than per claim with respect to negligent acts, errors or omissions In connection with professional services Is required under this Agreement. f 1 Builders' Risk Insurance Builders' Risk Insurance, un an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their Interests may appear. I1 Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. AFHOOeAl • I • I J~J • I • Insurance Requirements Page 6 ATTACHMENT 1 M Worker's Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions; Certificate of coverage ("certificato")-A copy of a certlficate of insurance, a certificate of authority to, self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC•84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. 1 Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the r project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets, • 8. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401,011(44) for all employees of the contractor providing services • on the project, for the duration of the project. • APPMAI RRYIS60 Id 12M 7 i i ~ I I I I Insurance Requirements Page 7 C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. I E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificateg of coverage showing coverage for all persons providing,services on the project; and (2} no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mall or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially effects the provision of coverage of any person providing services on the project. ;I • 'i H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, Informing aA persons providing services on the project that they are required to be covered, and stating hour a person may verify coverage and report lack of coverage. • AF"A} REVISED IV 12M E ) f • Insurance Requirements Page 8 I, The contractor shall contractually require each person with whom it contracts to provide services on a project, to: (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Taxes Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the contractor, prior to the end of the coverage period, aAew certificate of coverage showing extension of covsrage,:if the coverage period shown on the current certificate of coverage ends during the duration of the project; (4) obtain from each other person with whom it contracts, and provide to the contractor: (a) a certificate of coverage, prior to the other person beginning work on the project; and (b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (6) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; • (6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and APPMAI UVLM 101" N Ili` I 1 e f" tx r. ''i " ~ ~ ° ax ~ ~ ...'Rr FS -F'•~' ~ ~ c'~ § z s a I yak...«.....«u........,...:;.:M...:: Insurance Requirements Page 9 (7) contractually require each person w'th whom it contracts, to perform as roquired by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor to representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-Insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading Information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. j K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void If the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. i~ • i E i APFWM 1 MVLM 1a1VW R fd.t, Fla . r vw+aaS .~t SLs§ td`s 1 f • BID PROPOSALS papa 2 of BID NUMBER 1897 of N Tons ♦T-imK PuehaMM poMarYaark Doalo~ Teaeo TW1 AMOUNT OUAN. PRICE ITEM OESCRIPTION DEMOLITION 025 102 N WOOD STREET 1 EA. $2800.0 S2B4L,;} l 1. 1 EA. $1875.0 $1875. 2, 1112 E MULBERRY STREET 3, 917 HILL STREET 1 EA. $900.00 S900.00 _ p, 1 EA, $1800_.0_ $-1800.00_ 929 HILL STREET Ei I EA. $1400.0 $1400.0 ` 5, 903 ALLEN STREET $900.00 - 6, 1007 E PRAIRIE STREET (STORAGE SHED ONLY) 1 EA. $900.00 i ~s :.u TOTALS 0 9675.00 9675.00 ! We Ructo the abow f.o.b. dM"td to Denton, Tau. ShlprWt can be made Indays hem r*CW of order, Termo MOM h unleu othwMso Indlaled, retwrMld wilhtn s ruoona ile wod off tlmo o"t"u" as wnlreal. The cumplelod 9k ~ PmPOmy w all bld MI mull bo IpropMY tPr . aW andDenton, PO RQx a ESCayation_peAO_lition r~o Aaera 1 rr Woltbi 761,61 .r.~. ` «n (617 572-2287 Owner a rnr Twa•aw ll 1~ a a ~ ~ j 1 llAlgAww~e Iuoinn Nr 1200 NNmt X . 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'1. 4iM1 r•a:N.YU1"1 1r ' 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON AND CAMP SUMMIT, 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 Camp Summit, Incorporated, 2915 LBJ Freeway, Suite 185, Dallas, Texas 75234, 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 one- week residential camp for ten underprivileged and disadvantaged disabled individuals. 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 carry out such project; NOW, THEREFORE, the parties hereto agree, and Ly 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, 1996, and shall terminate on September 30, 1997. Ii. t • RESPONJIBILITIES r' 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- 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. n?Y. r ~i 1• a I e~ A# M -b '}fYy E.4'~1KM 4 4 4'1 Tn f{.3}-*47~ al % Via. t ;aFi a +..K r ' a! i S #i v ray, • 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 aum of $3,000. 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 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 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 the Agreement. If CDBG funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for fur- ther 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 credits of the City of Denton. (3) CITY shall not be liable for any cost or portion thereof which: (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 Sec- tion I; .f' (c) is not in strict accordance with the terms of this Agreement, including all exhib- its attached hereto; • e (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 (e) is not an allowable cost as defined by PAGE 2 s... ~L 4 ryf Atiljy h- k*ir. e • 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 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 570. 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. 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. 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. B. CONTRACTOR shall comply with all applicable federal laws, • laws of the State of Texas and ordinances of the City of Denton. V. REPRESENTATIONS A. CONTRACTOR 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 Agreement. 441 I B. The person or persons signing and executing this Agree- ment 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 PAGE 3 i A. 4 F , a • 1+1 I { 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 had 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. 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 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. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CON- TRACTOR a maximum amount of money totaling $3,000 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; (1) has resulted in overpayment to CONTRACTOR] or I (2) has not been spent strictly in accordance with the terms of this Agreement; cor PAGE 4 a • (3) is not supported by adequate documentation to fully justify the expenditure. C. Disallowed Costs. Upon termination of the Agreement, should any expense or charge for which payment has been made be subsequently disallowed or disapproved as a reeult 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 (lo) 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; (2) A listing showing the Social Security number, full name, last known complete address and the amount owed to each person involved, y` Refunds of disallowed costs may not be made from these or any other funds received from or through CITY. D. obligation of Funds. In the event that actual expendi- ture rates deviate from CONTRACTOR's provision of a corresponding 1 level of performance, as specified in Exhibit A, CITY hereby 1 reserves the right to reappropriate or recapture any such under- expended funds. E. 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 this Agreement, within fifteen (15) working days following the close of the Agreement period. CONTRAC- TOR shall utilize the form agreed upon by CITY and CONTRACTOR. 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 informationi, 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 dare 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. PAGE 5 f yk;t tY~'.F': ~r',fYr✓a '.F k` k~,; ;~v fS: yr t ~F,? 4 L • sx{ s.. tom' e7 ~i~•,.1 s`¢^~ ~R't'~~~,f31~}~~ $ ~ :R 3°~.', . I 1 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 f r CONTRACTOR. Y 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. COVENA S 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 substantial part of its assets. t (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 funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer. 8. Should CONTRACTOR use funds received under this Agreement to acquire or improve real property under CONTRACTOR's control, PAGE 6 s 4th 3~.i -17 T _ • f CONTRACTOR agrees and covenants: (1) That the property shall be used to meet one of the national objectives stated in §24 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 3 1 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 performance of and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and B. B. Approval of CONTRAC'fOR'e budget, Exhibit B, does not constitute prior written approval, even though certain items may the following prior written considered allowable costs: order r for herein. (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 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 faci.Lit.ies 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 8. • (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 4 conferences. ~ j PAGE 7 ` , 7 „ 1, ,ri, j •>I S- 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 pur- chase 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 Agreement. 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 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 an required for other contract funds, and reported to CITY in the Eormbt prescribed by CITY. CITY and CONTRACTOR agree, based upon advise received from representatives of the U.S. Department of Housing and Urban Development (HUD), that any fees collected for services 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 j prior determination as to whether or not income arising directly or 0 indirectly from this Agreement, or the performance thereof,consti- 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. f 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 ap- plicable Federal and state regulations establishing standards for financial management. CONTRACTOR's record system shall contain PAGE 8 a r • i 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, docu- ments, reports, and writte,-, accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Agreement for the period of time an-] under the condi- tions specified by CITY. C. Nothing in the above subsections shall be construed to -lieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. r D. At any reasonable time and as often as CITY may deem I necessary, the CONTRACTOR shall make available to CITY, HUD, or any 1 of their authorized representatives, all of its records and shall f 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. XIII. 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 pertinent t.~ matters covers-] by this Agreement. CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months. The P beneficiary report shall provide detailed client information, 4'! 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, `T 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 and^r this Agreement, I PAGE 9 7 s4 ^ys. =ice 3 ' . , . 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 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 Bays 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 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. INSURANC$ A. CONTRACTOR shall observe sound business practices with r' 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, com- monly referred to as "Owner/Tenant" coverage with CITY named as an additional insured, upon request of CONTRACTOR, CITY may, at its sale discretion, approve alternate insurance coverage arrangements. PAGE 1C s J. M 1 Cr 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. F. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty i (30) days prior to such change or cancellation. 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. D. In the event of CONTRACTOR's non-compliance with the ncn-discrimination requirements, City may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred from r further contracts with CITY, XVIII, PER5ONN=L POLICIES Personnel policies shall be established by CONTRACTOR and • shall be available for examination. Such personnel policies shall: r 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 PAGE 11 ....,.ter.. =ts h i i • 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 representatives of the CITY. XIX. CONFLICT 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 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 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 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 an}, 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 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. 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 Ar or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of i legislation. PAGE 12 a i B. Nona 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, or be utilized so as to benefit in 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 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. 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 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 tFa following reference cn 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. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or c.~ntracts and any responses, inquiries, correspondence and related %iaterial submitted by CONTRACTOR shall become the 0 property of CITY upon receipt. 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, CONTRAC- TOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds. i B. Upon award of or notice of award, whichever is sooner, PAGE 13 t • 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 (1o) 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 L-y both 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 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 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 t • Agreement on the effective date specified by the law or regulation. iq i 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. 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 S shall require the prior written approval of. CITY. G. CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at FADE 19 s j , . y least thirty (30) calendar days in advance of the change. H. CONTRACTOR shall notify CITY of any changes in personnel or governing board composition. 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. I 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 exceed thirty (30) calendar days. At. the end of the suspension period, if CITY determines the default or deficiency has been satisfied, 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 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. ij (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement. (3) Termination or reduction of funding by the United i 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; r PAGE is J, 7 77 Irk J I • (c) is delinquent in payment of taxes, or of costs of performance of this Agreement 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 oz 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. (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 to terminate and the effective date of termination. simultaneous notice of pending termination maybe made to other funding sources specified in Exhibit 8 S. 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. E 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, a 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 Agreement upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Agreement. 0 D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw, or otherwise terminate any outstanding orderH or subcontracts which relate to the performance of this 5greement. CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred PAGE 16 ; i i ~ • 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 mal, withhold any reimbursement to CONTRACTOR until scch time as the e..act 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 ocher action is i made or brought by any person(s), firm, corporation cr 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. INDEMNIFICATION 1 A. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent j contractor and that as such, CONTRACTOR shall save and hold CITY, Il 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 pert 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, onuses 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. • XXIX. • MISCELLANEOUS 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 finan- PAGE 17 A • 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 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 orris- lion 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 I[ 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 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 E 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; ~0 CONTRACTOR; ry'' City Manager Director City of. Denton Camp Summit, Inc. 215 E. McKinney St. 2915 LBJ Freeway, Suite 185 • Denton, Texas 76201 Dallas, Texas 75234 • G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. R PAGE 18 WIN o , .,.,.n .u .ax. ,..x......n•Nr,.JJO•'JV.tiTflkYr+f ....nr y.eµ.awkew u. ,r r IN WITNESS OF WHICH this Agreement has been executed on this the day of _SyG---+ 1Q7 CITY OF DENTON BY: D BENAVIDES, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APP ED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY BY: ~ i CAMP SUMMIT, INC. BY: LUR J. RMNOND, DIRECTOR ATTEST: i B SECRETARY i' P . , PAGE 19 i I s rj ~ ~ it da' ro # ~ a i DE x y~ G is rK A t Ike \.t„i'`ry'" ;w+Ff F zt yy,t : fgi `ice y*~e ;Y„ 3 ` a , S' ,µC^ o- y uSr~.1' ;'j '£w e 2~i P °`s * {.,+s x a t ! k x T a -.4 t 't..[ 2r+'. °a g i°y :tt Yes Kos t a Exhibit i work Statement camp Summit r Camp Summit serves physically challenged, developmentally delayed, f a and dual sensory impaired children, youth and adults. Participants are given an opportunity to recognize their abilities, admit their limitations, and accept responsibility through an outdoor i' recreational and therapeutic camping program. The summer program consists of eleven (11) one week sessions that are age and disability appropriate. All activities are designed for the participant and their capabilities, Activities include horseback recreation, fishingl, ouridin performing arts,l arts and crafts, wilderness, and group dynamics. This funding will be used to provide a one week residential camping experience for ten (lo) underprivileged and disadvantaged disabled individuals that reside within the City of Denton. ) P i s F l . i f ,a v !ll~r~,y ~ u •i r r, > f sP-t~ st~ s; ''s# s -c )ar ?'"1ti .tat '`~.5,v(e Rn+aF Ru 4 ' t E e ' Ci' t '9~'.Kyc lid I, 'kI ~i tE t :f )tt „L .,.1KY~ d+u).. i ) I t Exhibit "B" Budget { Camp summit i { 10 Camping Scholarships 0 $300 $3,000 I , 1 f 1 i 7 j 1 f ~ J t; s 1 Ii e 1 ` ~4 'iply L 3 r~. iw' M- s s r ...s un+~ s..v+d'An b'Y~iG#Lff✓dJ: w~Ynwvr..r♦-... .i. ~~ir r r ~ .n UoooGOooDCaor~avo0° o°..y T~° oo, ~ a y 4 a # O + ~QOnODDObD~ I t I i I I I Y ~ .f I a ' Ir y ~i,~ { ~ i 1✓ Y 1 4 IN I, e%`~tayfs♦4..-. ♦,i dFt ~}E<a~ vi* i~~ r t C 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND COMMUNITY FOOD CENTER 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 "CONTRACTOR"; WHEREAS, CITY's Human Services Committee (HM has reviewed the services of CONTRACTOR and has determined that CONTRACTOR 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 CONTRACTOR; and WHEREAS, CITY has determined that CONTRACTOR merits assistance and can provide needed cervices to citizens of. CITY and has provided funis in its budget for the purpose of paying for contractuai services; 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 C;escribed, 1. TERM The services funded by CITY shall be undertaken by CONTRACTOR within the following time frame: October 1, 1996 through sepLember 30, 1997, II. RESPONSIBILITIES CONTRACTOR 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 tas':s; A. Utilize donations provided by businesses, individuals, churches, civic groups, and others to provide food, frees of charge, to people ir emergency situations as that term is defined under the • law: ~ • B. Each family will be screened to ascertain individual need and food will be provided accordingly. I } 1 1 1 i III. PICRFORMANCB BY CONTRACTOR In consideration of the receipt of funds from CITY, CONTRACTOR 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 review of the financial status of the program. B. It will permit authorized officials of CITY to review its books at any time. 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 CONTRACTOR, its employees, and/or contractors. H. It will submit to CITY copies of year-end audited financial statements. t I. The fair market value of the services provided by CONTRACTOR shall exceed the costs reimbursed by CITY. ,l J. Contractor shall comply with all applicable Federal laws, laws of the State of Texas and ordinances of the City of Denton. IV. CITY'S OBLIGATION A. CITY will pay utilities up to a maximum Unit of Three r Thousand Five Hundred Dollars ($3,500), CONTRACTOR shall submit monthly bills to CITY's Accounting Department at 215 E. McKinney, Denton, Texas 76201 for payment. B. It is expressly understood and agreed that in no event under the terms of this Agreement; will the total reimbursement to be paid hereunder exceed Three Thousand Five Hundred Dollars PAGE 2 i 9AT~rY# Y1 yp h 1(46$' ~/Syl~ ! 'k . i w F 4,41 ~'2}~rp~1±(~4 ~ K ' V.4 k r~ Y ` lei f s ($3,500) for all of the services rendered. C. The CITY shall not be obligated or liable under this I Contract to any entity other than CONTRACTOR for payment of any It monies or provision of any goods or services. V. MONITORING AND EVALUATION CONTRACTOR agrees to participate in ao implementation and maintenance system whereby the services can be continuously moni- tored. CONTRACTOR agrees to make available itc financial records for review by CITY at CITY's discretion. In addition, CONTRACTOR agrees to provide CITY the following data and reports, or copies thereof: A. All external or internal audits. CONTRACTOR shall submit a copy of the annual independent audit to CITY within ten (10) days of receipt. 9. 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. CONTRACTOR shall submit a financial statement to the CITY at the end of CONTRACTOR's fiscal year. The statement shall include income and expenses for the preceding year, VI. REPRIRBENTATIONS A. CONTRACTOR 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 Agreement. B. The person or persons signing and executing this Agree- ment 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 I 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 FAGS 3 r i 171 i or the person signing the Agreement to enter into this Agreement. CONTRACTOR is liable to CITY for any money it hap 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. 1 VII. WARRANTIES J 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. H. 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, a!id the results of the operation for the period covered by the zeport, 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. r 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 0 CONTRACTOR. j 9. 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 PAGE 4 .c< .ass i each request for payment. VIII. 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 authorio-:ed representative: (1) Mortgage, pledge, or otherwise encumber: or suffer to i be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by 3.t, 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 substantial part of its assets, k (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 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 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-CDBa funds for acquisition of, or improve- ment to, the property. C. CONTRACTOR agrees, upon written request by CITY, to r require its employees to attend training sessions sponsored by the Community Development Office, IX. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRAC- f PADS 5 F j yyk ~'T".E hN $F'i~`~4 R+{t y~ 3~~T. COX t 4 Y) ii. '4.'`~{s, TOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. CONTRACTOR shall submit quarterly 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 within ten (10) days after receipt of such. X. POLITICAL OR S&CTARIAN 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, operation, maintenance or administration, or be utilized so as to benefit: in any manner any sectarian or religious facility or activity. f XI. 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, 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, • CO',TRACTOR 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, •^ithin ten (10) working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budgot, program PAGE 6 a I „g4 v.? O 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. XII. DIRECTORS' MEETINGS During the term of this Agreement, CONTRACTOR shall deliver to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten (10) working days of approval. X112. 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, 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 employerki' liability coverage where A 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 i possess a valid Texas driver's license and automobile liabi?.ity insurance. Evidence of the employee's current possession cf 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 PAGE 7 r ' l t, '~.Y'♦ }ixx tr, y gtF"`.~y, ~J.y .,,,;''fk 4'+1vtcr'~~bbC'~3 ~ .~`4 t.. 1 1 I 1 I i remain the sole responsibility of CONTRACTOR. F. The policy or policies of insurance shall contain a clause which requires that city and contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. xIV. SUSPENSION OR TERMINATION CITY may suspend or terminate this Agreement and payments to CONTRACTOR, in whole or part, for cause. Cause shall. include but not be limited to the following: A. CONTRA(:TOR's improper or inept use of funds. B. CONTRACTOR's failure to comply with the terms and conditions of this agreement. C. CONTRACTOR'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 CONTRACTOR's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR. B. If for any reason the carrying out of this agreement is rendered impossible or impracticable. In case of suspension, CITY shall advise CONTRACTOR, in writing, as to conditions precedent to the resumption of funding, and specify a reasonable date for compliance. in case of termination, CONTRACTOR shall remit to CITY any rr unexpended CITY funds. Acceptance of these funds shall not constitute a waiver of any claim CITY may otherwise have arising out of this Agreement. 1 X V. CONFLICT OF INTERZBT 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 app,-i-ited 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 PAGE B 1 • r. i Possess any interest in or use his pooition for a purpose that i8 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 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 asscciation in which he has direct or indirect interest; or (2) ha,,e any interest, direct 1r indirect, in this Agreement or the proceeds thereof. XVI. 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 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. i XVII. 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 beinc, 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. XVIII. INDZMNIFICATION 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 account of, any claims, audit exceptions, demands, suits or daskges of any character whatsoever resulting in whole or in part from the per- formance or omission of any employee, agent or representative of PAGF, 9 1 L r 3 I 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, expenees, 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. XIX. MISCELLANEOUS E 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 finan- 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. 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 cf 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, 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 whatsoeverr nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subse- q,.ent 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 interprotation 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, PAGE 10 1 d tF. J „wdi~ yr, ~x'yk ~ j • v yf i~ .s~ ~ 4 ~ ~ t ~ ~ ~ + 4{. } f.~J ^aE ly d~A A ,y1:'.S'.iliwi5li}..}}fd•fr1~•.:1f:.evr ) 1lI: Y. r'Nnr .1'?.V'...y . iadd'... . ~.'...tl... 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 CONTRALTO City Manager Dircctor City of Denton Community Food Center 215 E. McKinney St. P. 0. Box 2121 Denton, Texas 76201 Denton, Texas '16202 G. This Agreement shall bet interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. WITNESS 0 WHICH this Agreement has been executed on this the _ day of 1997. CITY OF DENTON BY: TED BENAVIDES, CITY MANAGER F ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: ~ APP ED AS TO ?MEGA[. FORM: HERBERT PROUTY, CITY ATTORNEY 2 BY: t oMMmxfI 066D _CL+NTER PAGE 11 1 r 4 t i p r fiy 'w v F yy.ai.y +a s 4 rt+'y-s eY[L.;`.A(W S-1?!5i4Yrybr{V "a kn :'d4:ft51'M45.1 ,.s.:5 ..";,..5..,. s.w..n.. .+N.l ~.u.r+e. xw..~a•.. 5 ATTRSTi 60ARD SE ETARY I J } i PAGE 12 77 Moore- r3wv i~O 1 .'Y 3 ~?#-s s 1 s 41 r i n ;,E 1H;frrngtl~^.{akNNMrr MhYeti E. i. .....(...vux~EV..a1v~k~dnw:ac4drkW+~R'FL'.td. i ~OGC0CTO ~~JOC 01 ° °OpOp o 4 ~ a 0 S O H, 0 ONO, 0aaaaoa~bn~~ 3 i thhf~ #3 i~ VC- • 1996 - 1997 AORISBMENT BETWEEN THS CITY OF DENTON AND DENTON INDEPENDENT SCHOOL DISTRICT This Contract 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 Independent School District, 1307 North Locust, Denton, Texas 76201, 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 assistance to the homeless farniliesi 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 CONTRACTOR to carry out such p.oject, 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 described. i. TERM This Contract shall commence on or as of October 1, 1.996, and shall terminate on September 30, 1997• f 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 CONTRACTOR's representative responsible for the management of all • contractual 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 contract. a • xxx. 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 Contract, the total of all payments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $10,000.00. k B, Measure of Liability. in consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on '.`:e 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 thereof which; (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 Section It (c) is not in strict. accordance with the terms of this Contract, including all exhibits i attached hereto; or (d) has not been billed to CITY within thirty (30) calendar days following billing to CONTRACTOR, or termination of the Contract, whichever date is earlier, (2) CITY shall not be liable for any cost or portion thereof which is incurred with respect to any activity of CONTRACTOR requiring prior written authorization from CITY, or r' after CITY has requested that CONTRACTOR furnish data concern- 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 Contract to any party other than CONTRACTOR. for payment of any monies or provision of any goods or services, IV. COMPLIANCE WITH F-DERAL, STATE and LOCAL LAWS j 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. PAGE 2 ~ } i I i V. REPRURNTATIONS A. CONTRACTOR 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 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. 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 person signing the Contract to enter into this Contract. CONTRACTOR 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. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Contract will in no way be sub- stituted for funds and resources from other sources, nor in any way serve to redu.e the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Contract not been executed. VI. PERFORMANCE BY CONTRACTOR i 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 f` hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satis- a factory performance of the program, an determined solely by CITY and in accordance with all other terms, provisions and requirements of this Contract. :f No modifications or alterations may be made in the Work state- ment without the prior written approval of the City'o Community Development Administrator. VII. i M PAYNENTS TO CONTRACTOR A. Payments to Organization. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $10,000 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 RAGE 3 i w t , i a j i ~I - 1 received supporting documentation. Those CONTRACTORS who fail to request reimbursement on a timely basis, may jeopardize present or future funding. Funds are to be used for the sole purpose of paying for child care a: shown in the Budget attached hereto as Exhibit 13. B. Excess Payment. CONTRACTOR shall refund to Cl',.Y 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 Contracti or (3) is not supported by adequate documentation to fully justify the expenditure. C. Obligation of Funds. In the event that actual expends- Lures 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 underexpended funds. D. Contract Close Out.. CONTRACTOR shall submit the Contract close out package to CITY, together with a final expenditure re- j port, for the time period covered by the last invoice requesting i reimbursement of funds under this contract, within ten (10) working days following the close of the Contract period. CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. VIII. WARRANIISe CONTFACTOR 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 withouL tl 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 shown on sai9 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 r ` of CONTRACTOR. ) C. No litigation or legal proceedings are presently pending or threatened against CONTRACTOR related to the program described in Exhibit A. D. None of the provisions herein contravenes or is in con- PAGE 4 • .mom.,,,.. • • i 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. 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 During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, wathout the prior written consent of CITY's Executive Director of Planning and Development or his authorized representative: (1) Sell, convene, or lease all or a substantial part of its assets; or (2) Sell, donate, lend or transfer any equr)ment or item of personal property purchased with funds paid co CONTRACTOR by CITY, unless CITY authorizes such transfer. 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 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 CONTRACTOR, and CITY funds • shall not be used to pay for any contract service extending beyond the expiration of this contract, . (3) Out of town travel, (4) Any alterations or relocation of the facilities on PAGE 5 r l • • and in which the activities specified in Exhibit A are con- ducted. (51 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. (B) Fees for attending out of town meetings, seminars or conferences. Written requests for prior approval are CONTRACTOR's reaponsi- 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 Contract must be conducts! in its entirety in accordance with the provisions of thi4 Contract. XI. 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 ar' Gtate regulations establishing standards for financial management. CONTRACTOR's record system shall contain Entff'e~ient documentation to provide H 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 Contract or any ap- plicable law. CONTRACTOR shall include the substance of this rth provision in all subcontracts. B. CONTRACTOR agrees to retain all books, records, docu- • meets, 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 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, the CONTRACTOR shall. make available to CITY, or arty of its authorized representatives, all of its records and shall permit CITY, or any of its authorized representatives to audit, examine, make exceipta and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, ~ PACE 6 1` • i conditions or employment ind all other data requested by said representatives, XII. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR sr.,ill furnish ouch statements, recurds, data and infor- mation as CIT, may request and deem pertinent to matters covered by j this Contract. CONTRACTOR shall submit regular performance reports to CITY no leas than once each three months. The performance report shall detail client information, including race, income and other such statistics required by CITY. CONTRACTOR agrees to gather information and data relative to all programmatic and financial reporting as of the beginning date specified in section 11 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, CONTRACTOR agrees to submit an audit conducted by independent examiners within 10 days after receipt of such. X111. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACTOR's performance under this Contract. 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 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 responei- • 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 Phall 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 ten (10) working days of receipt by - CONTRACTOR, t PAGE 7 i a I j . ~ j I • a 1 i i XIV. DIR&CTORS' MSSTINQS During the term of this Contract, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board 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 CONTRACTOR's governing body shall be available to CITY within ten (10) working days of approval. Xv. INSURANCE A. CONTRACTOR shall observe sound business nrart i ^-w t,h respect to providing such bonding and insurance adequate coverage for services offered under this B. CONTRACTOR shall require each child care `1 6 premise liability insurance commonly referred to alit` ~ coverage and general liability lusurance coveragf. forth in the TEX. HUM. RES. CODE ANN. 4 42.0491 (Ve for the premise on and in which the activities desc A are conducted. ) V C. CONTRACTOR will comply with applicable wo. tion statutes and will obtain employers' liabilit} a~ ! 1 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 r 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. F. Actual losses not covered by insurance as required by this Section are not allowable costs under this Contract, and remain the sole responsibility of CONTRACTOR. F. The policy or policies of insurance shall contain a clause which requires that Cicy and Contractor be notified of any • • cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. ZVI. EpOAL OPPORTUNITY A. CONTRACTOR shall submit for CITY's approval a written plan for compliance with the Equal Employment and Affirmative PAGE 8 i i • xIV. 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 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 CONTRACTOR's governing body shall be available to CITY within ten (10) working days of approval, XV. IN9URANCE A. CONTRACTOR shall obser\,ei sound business practices with respect to providing such bondinc and ineurance as would provide adequate coverage for services offered under this Contract. 3,. CONTRACTOR shall requir,i each child care facility to have E premi;4e 1.0~biJity insurance commonly referred to as "Owner/Tenant" cover u,!c and :rne:al liability insurance coverage in amounts set ) forth in L;,~i TYX. iiJM. RES. CODE ANN S 42,0491 (Vernon Supp. 1995) for thrr )ire rime 2 and in which the +,ctivities described to Exhibit A are .:andu^ced. C, 0.N7!ACTUR will comply with applicable workers' compensa- tion stmtu[ac, --ind wM obtain employers' liability coverage where availo,blo and other appropriace liability coverage for program par.ticipcints, if applicable. ll. CONTRACTOR will maintain adequate and continuous liability, insurance on all vehicl,as owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who are required to drive a vehicl(! in the normal scope and colsrse of their employ:aent must possess a valid Texas driver's license and automobilo liability insurance, i"vidence 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 that Section are not allowable costs under this Contract, and reo9iin the sole responsibility of. CONTRACTOR. i F. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified of any • cancellation or charge in the policy at least thirty (30) days • prior to such -hange or cancellat:lc,n. XVI, EQUAL OPPORTUNITY A. CONTRACTOR shall submit, for CITY's approtiral a written plan for compliance with the Equal Employment and Affirmative ~ PAGE A i r Action Federal provisions, within thirty (30) days of the effective date o£ this Contract. 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 rulQo and regulations. D. In the event o'. CONTRACTOR's non-compliance with the non-discrimination requir,,u:aiits, City may cancel or terminate the Contract in whole or in part, and CONTRACTOR may be barred from further contracts with CITY. XVII. CONPLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, lirect or indirect, which would conflict in any manner or degree h the performance of services required to be performed under this Contract, CONTRACTOR 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. 9. 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 or gives the appearance of being motivated by desire for private gain for himself, ar others, particularly those with which he has family, business, or other ties. C. No officer, member, or employee of C?TY 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 r this Contract shall (1) participate in any decision relating to the Contract which affects his personal interest or the int+)rest in any corporation, partnership, or association in which he has direct or • indirect interest] or (2) have any interest, direct or indirect, in r' this Contract or the proceeds thereof. XVIII. NEPOTISM CONTRACTOR shall not employ in any pt-.id 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" includesi wife, husband, son, daughter, mother, father, brother, ei9ter, in-lays, aunt, uncle, nephew, niece, stAp-parent, step-child, half-brother and half-sister. a PAGE 9 ! 1 • I XXIII. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR 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, CONTRACTOR 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, shall Such notice submitted t CITY, writing, (10) working days of receipt of the notice of award or within funding award by CONTRACTOR, together with copies of the budget, program description, and contract. C. CONTRACTOR shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare applica- oprobtain any ogram withoute the prior private written funds cconsent under of any CITYderal or private XX. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Contract parties, except when he terms of written rtC.'onteact expressly b provide s that another method shall be used. B. CONTRACTOR may not make transfers between or among ap- proved line-items within budget categories CITYset forth in Exhibittg without: prior written approval in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary scope revisions obligation cannot lsignificantly ichange rthe nature, aintent,l or budget • of the program funded under this Contract. 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 levels contained in any portion of. Exhibit B, D. It is understood un.d agreed by the parties hereto that 0 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 ar,tomatically incorporated into this Contract bylthe become a law or p regulation, without Contract wontthe effective date hereto, shall E, Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior e PAGE 10 i s. i i . written approval of CITY. F. 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. G. CONTRACTOR 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 contract,sd hereunder nor the transfer of funds between or among said programs will be permitted. BUBPENBION O'r lUNDIN6 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 ur 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. AC the end of the suspension period, if CITY determines the default or deficiency has been sat- isfied, 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 XXIII may be effectu- ated. XXII. TERMINATION A. CITY may terminate this Contract with cause for any of i the following reasons, (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section XXII. ('I,) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract. ~ t (3) Termination or reduction of funding by the United States Department of Housing and Urban Development. (4) Finding by CITY that CONTRACTORi (a) is in such unsatisfactory financial condition as to endanger performance +xnder this Contract; PAGE 11 ) • • 1 (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. (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws or regulations as provided in Section IV, and Section XXI (D), of this Contract. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRAt_rOR 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 Exhibit S. H. 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 accrued expenditures as of the effective date of termination. In no event will this compensation exceed an mount 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, less payments previously made. C. CONTRACTOR may terminate this Contract in whole or in r part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder. i CONTRACTOR 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 in a contract between CONTRACTOR and the funding source in question. CG.'TRACTOR may terminate this Contract upon the dissolution of • CONTRACTOR not occasioned by a breach of this Contract. D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdzaw, or otherwise germinate any outstanding orders or subcontracts which relate to the performance of this Contract, CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date. PAGE 12 0 E. Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not. be relieved of liability to CITY for damages eustaimnd by CITY by virtue of any breach of the Cc,,tract by CONTRACTO`.<, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRAC"r,R is agreed upon or otherwise determined. M. all. 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 in any way related to this Agreement or serviced performed pursuant to this Agreement, CONTRACTOR shall give written notice thereof to CITY within two (2) working days after being not+.fied 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. XXV. INDEMNIFICATION A. It is expressly understood and agzsed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, to the extent allowed by law, 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 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 CONTRACTOR. H. CONTRACTOR agrees to provide the defense for, and to f 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 fund■ and program adminiatretion and implementation except to the extent caused by the willful act or omission of CITY, its agents or employees. xxxv, MISCELLANEOUS A, CONTRACTOR 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. r PAGE 13 1 i I i I 1 i ' I ' 111 B. If any provision of this contract is held to be invalid, illegal, or unenforceoble, the remaining provisions shall remain in { full force and effect and continue to conform to the original intent of both parties hereto. j C. In no event shah any payment to CONTRACTOR hereunder, or E any other act or failure of CITY to insist in any one or more 1 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, 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 whateoevers 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 I amendment of this Agreement. E. In the event any disagreement or dispute should arias between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party 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 CONTRACTORi • City Manager Superintendent City of Denton Denton Independent School 215 E. McKinney St. District Denton, Texas 76201 2915 LBL7 vreeway, Suite 185 Dallas, laxas 75234 ♦ d. This Agreement shall be interpreted in accordance with • the laws of the State of Texas and venue of any litigation concerning this 'agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. ~ITNESS Of\ WHICH this Agreement has been executed on this the day of -0 1997, a i PAGE 19 .-........aa,aemww. _ < °f i °9 All. } ~ w 70 s ~t t }15 €(t`rf a F5 a;Y ✓i:. M1i {'11 W 1:,55Y~a6I{iar`4 .YVD%.~•V}li<fI.SAfY%~Xi~f fF.v1+5S~JeA~/4N.Mm t'.F.}litlitkjl lJS+AfIY; IY+.• }.y T41: .5N tiP1AJY.tMJ.. ,~Ya..dMWAYArIH=[sww 5rnw.. eL... 5 N, IJ 1 11 a CITY OF DENTON BY: TED BENAVIDES, CITY MANAGER II ATTEST: JENNIFER WALTERS, CITY SECRETARY i BY: - APPVED TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY i BY: J DENTON INDEPENDENT SCHOOL DISTRICT I 14Y : Ci~~+~✓ j ALBERT THOMAS i SUPERINTENDENT ATTEST: # i i' Zj,~) SEC ARY i ,1 • I • 1 1 3 PAGE 15 4'J z° fix s*X ~ t ~ ~ t1 a; T ~ I l F F 'q'Eh j x - '9 qy. { y f Y L.. : ~ . »+y[rrt..•i~.PN`M'..`~Y~awH'a~"«+ti.^c~~4M HVrl.ibuo •qa .„,~...x^w'e.fa#~.t~a vtYAWl+nAKaSn wUaLwer+4~rrWaa'ku'/n uH,UtMt`+XINk':+ldfVurl lAit'~. y i C EXHIBIT "A" j WORK STATEMENT " DENTON INDEPENDENT SCH001 DISTRICT (Teens Taking Responsibility for Parenting Success Program) I I The Teens Taking Responsibility for Parenting Success Program will provide assistance with 3'3 child care costs for the children of students enrolled in the Denton Independent School District. I Students must meet eligibility triterle before receiving services through the Program. Billing will i occur on a monthly basis. Eligible child care facilities must be either licensed by the State of l Texas or a registered family home, I i 1 G E 1 I i i • • I . 4 hi ~ 1~ 1 °~9 4 et r~ a 3 t4 - k.A t q'+~'Ay5~3t .tis t mB ~ n . $ to ~ ~~;Y m~~-4 3, ~•Y'r~ r w}~~ - C~}". r-M <a t t-A s e, p i4 • 3 .h46n i..4Sy.~~.v.w..iw~.wlcnH+..<w.•:, uJ.,w.uwe-.«.ri.a..H ,..v" .rw..~i,.,..ii~ene..A..w~r:wMn:+e•~.M.w»».++%+~•xJ.,+r n.~..,_ LoILNI.fi. f I EXHIBIT „B„ BUDGET 3 DENTON INDEPENDENT SCHOOL DISTRICT (Teens Taking Responsibility for Parenting Success Program) $10,000 Child Care Reimbursement based upon reooipts received i r I a ~ d {I f 1 1 4 s7 a" a I, dwA,411., 431P # r,• ti; --e I lpf z ~ {3K Y ,crt~ ~ a$ ~4 ~ x'*{i~ n a k r3 r ' d ?~t'~< .}ro`. ~ r' y.~3 .:-rc ° ~ ` 5s'r.ti L ~d t 'n t 1 1 V .L, ..-i...M ~rwxu•~ir+~.mpr..,,~.raw...hr.dni~.a'~+~fM~G}Y.Ui`MSevi1Y.AWwrZ{~.J..m: +f~ 1 Ooo`~ P~CcTooo, O O~ a 0 Q 4 i n d } OO r OOOOO~~oOQ~~N 6~Qp~OO f . f i 1 I I y 1 t i `3 r i 7 i i. • • . ~k r Harris Methodist _,.............,w.....,.....,. Harris Methodist Health Plan February 28, 1996 RECEIVED Ms. Betty McKean City of Denton MAR - 4 1996 601 E. Hickory St., Ste. A Denton, TX 76205 MUNICIPAL SERVICES Dear Ms. McKean: ECONOMIC DEVELOPMENT We, at Harris Methodist I lealth Plan, We excited about the new year and look fonvard to the opportunities it will present, as we work to enhance health benefits relationships with both you and your employees. Today, there is an important announcement which we want to share with you. We consider it to be very positive and welcome the opportunity to discuss it in more detail if you have questions. The Harris Methodist Health Plan has been approved by the State of Texas and the Healih Care Financing Administration (HCFA) to convert from a not-ror-profit health plan to a for-profit health plan, effective March 1, 1996, Enclosed Is a "Certificate of Assumption" which officially nodfles you of this change. Von, as a client, do not need to take any action. From your perspective, the change should be transparent and will not affect our relntionship. Although the official name of the Health Plan is changing from "Harris Health Plan, Inc." to "Harris Methodist Texas Health Plan, Inc,", we will continue doing i business as "Harris Methodist Health Plan". Restructuring will ensure that the Harris Methodist Health Plan has the necessary capital to grow and expand its services to meet the demand for managed care. The change only affects the Health Plan and third party administration entities of the Hams Methodist Hcaith System. The System and all hospital entities will continue as noldor-profit organizations. The Hams Methodist Health System will continue to set the values, focus and direction of the entire organization, as It has in the past. All Health Plan members (including your employees on the Health Plan) will also be notified of this change via an article and insert in the March edition of "Living Healthy" which is the Health Plan's quarterly newsletter for members, Enclosed for your convenience is an advance "draft" copy of the information to he included in 0m member newsletter relative to this conversion. 1 Please call me or your Client Services Account Executive at (817) 462.6700 with any questions. Thank you for your participation with the Harris Methodist Health Plan. ncerely, Si rij • John A. Lampton Vice President of Client Services Enclosures JAUjs . ~»e ,a 61 I Ryrn Plata(hive SvIIt 900-A,Ilnjim.Tesu 760114009 o 9171461.7ow-I M0.315.3w t yf• y. A a 'tom' ~ ~ i~~K~ . Y ' ~ r \ t C~a ty "SV i 6 J l < $ i'f' •t r F T ~f a,i-aP x ~Rw r ,r, ~.€v,~{ 3x;gam, r' ' m ~ ry I ,F Y~. q •{b Y fig V x ~ ,.........wnAr. us »errw.:,te-e..... ,f awro-,.....,e b;. .a GV ;...w.w. wa..,., w..,.am N,..a wa. ....,u.r.U.. ~t.F...», { I CERTIFICATE OF ASSUMPTION i To be attached to and made a part of the Health Maintenance Organization Contract • Contract Holder; City of Denton Contract Number: 10902 Effective Date; March 1, 1996 This is to certify that the above referenced contract issued to the contract holder named above is amended pursuant to this Certificate of Assumption, and the Contract is hereby changed only to the extent speciftcally provided herein. 1 This amendment, which is subject to all of the provisions of the Contract nut Inconsistent herewith, becomes effective on the date shown above and terminates concurrently with the coverage described 1 in the Contract to which It is attached. t ASSUMPTION: Harris Methodist Texas Health Plan, Inc. ("HMTHP") has entered into an agreement to assume the contractual obligation of Harris Health Plan, Inc, ("HHP"), under the Contract Identified above, it Is hereby amended and the name HMTHP is substituted. This Certificate of Assumption forms a part of your Contract and should be attached thereto. it does not otherwise change the status of temps of the coverage therein provided. OBLIGA77ONS: IIMTHP is responsible for any and all contractual obligations of HHP under you Contract, All inquiries and report of claims should be made to HMTHP at the same address used in the past for HHP. f PREMIUMS: All premium or other payments should be made to HMTHP, doing business as Harris E Methodist Health Plan, at the same address as used in the past for HHP. f In Witness Whereto, HMTHP has caused this Certificate of Assumption to be executed as of the 7'~r Effective Date. "HMTHP" N • 1 i S+ Harries Methodist Texas Health Plan, Inc. By: President Porn N S-sUMPt i ny T A y i~4 I I,,- Ja i a a I Advance copy of the Article for the March edition of "Living Healthy", a quarterly newsletter for Harris Methodist Health Plan members. Weeping You Informed of Improvements in the May Iwo Of Mod- Health Plan. Harris Moil* en ffaalUraaretrsaga- dirt's health am oomatu, sine, Harris Methodist pity benefits scab Willi not Health Plot was at the top dsatge, and tw &A* of the list of the netlon's will not aced Hants Meth. fadesIV W4 HMOs, with odtst Heath Plan's clients a live-year iporwh rate of or tambem 228 percent. However, open- Included Mth Otis Isme acing as a not-for-profit of the mwatetter to a bh n. osgarJution has limited ket amendment. Please Harris Methodist's ability detarh this document, and to raise capital to tweet keep It with your health growth demastds and an plan documents. expanding membership, Ware !tars Is Auwsur FrretUy MWAPa Any OaseUasa As of Msrch 1, 1996, Harris FW tree jr) ca0 Customer Health Plan Inc, has Services At 817462.7800 er changed to Harris Method. 00"33-8598 If you have lit Texas Health Plan Inc any questions or concems '!he name Harris Methodist regarding this change, Health Plan vow remain the same. The community. based board of trustees of Harris Methodist voted last April to evaluate remvctur. IN the health plan Into a for-profit health mainte- nance crganlraUon (HMO?, and this change Is the last step In the process, Caatlaaad Cesaatttlaaal ~ fs Oralify irMa In annoutulttg the ehange, Ronald L Smith, Huds Methodfn president, em- phasized that the change Is I for the health plan enUty of Harris Methodist Heelth system only. The health cam system Will continue to seen a a not-far-prolli umbrella orpwratio , and aW Harris Methodist hosO. tale Will rematn not-Fir. profit. The health system will continue to own W control Harris Methodist ,a if a, i ' 4o M; 7~" i l~+ Advance tot -y of the Insert for the March edition of "Living Healthy", t a quarterly newsletter for Harris Methodist Health Plan members, s z BLANKET AMMMEM j Effective March 1, 1996, all references in your Cord9cate of Coverage, Schedule of Benefits, or p other plan documents to HarriL Health Plan, Inc, arc removed and replaced with Harris Methodist Tan Health Plan, Inc, , i f a r Donn.. Goldin Thomo Ke = Executive Vice President Execudvo Vice President Harris Methodist Texas Health Plan, Inc. Barris Methodist TaW Health Plan, Inc. ~ E 1 I i E . y ev,wa' ax~1}IYyy MOVE N lilig r xs ~j'C a AS,'r. ja'Y^. "1~""'C,~ 3 a L r r ly k a a _ ¢ 4T date 2c Ac 25" Y 2 a rv T S ~.;L.w..w. ».-....n.. ~ t4: , i, a'i ...,.:....m w+:vaswo•... r ! `"k'. dr.i$s poOO~~'Co PCGoC~~y~p~OC' d 1 ° l ~ p b 41 ~~~d~4DDD06fl4~~~ ~ i i I i i 5 d a { a I j s ,a s i 0 1 1996 - 1997 AGREDIXNT BETWEEN THE CITY OF DENTON AND INTERFAITH MINISTRIES OF DENTON, 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 Interfaith Ministries of Denton, ` Incorporated, 201 South Locust Street, Denton, Texas 76201, a Texas i non-proEit corporation, hereinafter referred to as CONTRACTOR. , , a 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 o% 1974, as amended; and WHEREAS, CITY has adopted a budget fox 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 carry out such project; II 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, 1. TERM This Agreement shall commence on or as of October 1, 1996, and shall terminate on September 30, 1997. II. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility '~r the perfor- mance of all services and activities described in L..e 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 eAecutive officer to be CONTRAC- TOR's representative responsible for the management of all contrac- tual natters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY. i The CITY'S Community Development Administrator will be CITY's representative responsible for the administration of this Agree- ment. vxz--11_ wi NAFA, r- c~.r y a t 9 Y N. 'Y5. `tI f t t 5 3 ka I 1 1 i i 1 i I r . i =Z=. C17y, 0 0RUGATION I i i 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 1 provision of the Agreement, the total of all payments and other , obligations made or incurred by CITY hereunder shall not exceed the sum of $8,250. 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 Agreement. (1) The parties expressly understand and agree that CITY's obligations finder this Section are contingent upon the j actual receipt of adequate community Development Block Grant (CDBG) funds to meet CI1'Y'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 the Agreement. If CDBG funds eligible for use for purposes of this Agreement am reduced, CITY shall not be liable for fur- ther 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 credits of the City of Denton. (3) CITY shall not be liable for any cost or portion thereof which; (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 Sec- tion I; (C) it 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 (a) is not an allowable cost as defined by PAGE 2 1 I 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 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 570. The foregoing is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or J administrative ruling, or to narrow the standards which CONTRACTOR must follow. I 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 X.XIV. of this Agreement. { CONTRACTOR agrees to abide by the conditions of and comply with the requirements of the Office of Management and Budget I Circulars Nos. A-110 and A-J.2. Fi, CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. , V. REPRESENTATIONS A. CONTRACTOR assures and guarantees that it possesses the I legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement, I H. The person or persons signing and executing this Agree- ment on behalf of CONTRACTOR, do hereby warrant and guarantee that a, she, or they have been fully authorized by CONTRACTOR to axecute this Agreement on behalf of CONTRACTOR and to validly and PAGE 3 , a i a r 4- r'44"I s 'S I I I I 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 substitulced 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. ' Vi. PERFORNANCB 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 1 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. PAYMENTS TO CONTRACTOR ell A. Payments to Contractor. The CITY shall pay to the CON- ( j TRACTOR a maximum amount of money totaling $8,250 for services 0 rendered under this Agreement. CITY will pay thsse 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. E. 8xaesa Payment. CONTRACTOR shall refund to CITY within 0 ten (10) working days of CITY's request, any sum of money which has A been paid by CITY and which CITY at any time thereafter determines; (1) has resulted in overpayment to CONTRACTORI or (2) has not been spent strictly in accordance with the terms of this Agreement] or PAGE 4 } r' Mft, Cat''.„} -2sE t.v M +v ~.,~~`S ¢ e .7 1 i w r.. ,i i(..q V n,ix o ....ray,... n.e4.y u... i f (3) is not supported by adequate documentation to fully justify the expenditure. C. Disallowed Costs. Upon termination 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 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. i 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; (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. Obligatl.on 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, S. 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 this Agreement, within fifteen (15) working flays following the close of the Agreement period. COUTRAC- TOR shall utilize the form agreed upon by CITY and CONTRACTOR. VIII. WARRANTIRS ,rI CONTRACTOR represents and warrants that: A. N11 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, aince that date, have not undergone any significant change without written notice to CITY. r 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, PAGE 5 0 • _ i 1 1 C. No litigation or legal proceedings are presently pending or threatened against CONTRACTOR. D. None of the prop hone 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. I CovsNANTS 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 writtcn consent of the Community Development Administrator or her authorized representative: (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assetu 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. ,s (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 or corporation as gtiaran- tor, surety, or accommodation endorser. s • (5) Sell, donate, loan or transfer any equipment 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, PAGE 6 , # 71 s . CONTRACTOR agrees and covenants; (1) That the property shall be used to meet one of the national objectives stated in §24 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. ALLOWABLB COSTS A. Costs shall be considered allowable only if incurred 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 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 the total budget as k 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 thc expiration of this Agreement. (3) Out of town travel. ,'I • (4) Any alterations or relocation of the facilities on zi 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. i (7) Any fees or payments for consultant services. (9) Fees for attending out of town meetings, seminars or conferences. PAGE 7 s J 1 1 Ii li 1 I 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 pur- chase services, equipment, or real or personal property. Any procurement or purchase which may be approved under the terms of 1 this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. XI. PROGRAM INCOMB 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 frc,n 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 services 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, Ct is CONTRACTOR'S responsibility to obtain from CITY a prior determination as to whether or riot income arising directly or indirectly from this Agreement, or the performance thereof,eonsti- • tutee program income. CONTRACTOR is iponsible to CITY for the repayment of any and all amounts deteruJned by CITY to be program income, unless otherwise approved in writing by CITY, XII. MAINTBNANCB OF RBCORDs A. CONTRACTOR agrees to maintain records that will provide Q 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 PAGE 8 . ' i i i 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. R. 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 and current records which clearly reflect the level and benefit of services provided under this Agreement. 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 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. XIII. RRPORTS AND INPORMATION 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 pertinent to matters covered by this Agreement. CONTRACTOR shall submit quarterly 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 O Agreement. 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. XSV. ~ MOkiITORItiCi AND CVALUATIQN O A. CITY shall perform on-site monite,,4.ng of. CONTRACTOR's performance under this Agreement. R. CONTRACTOR agrees that CITY may carry out monitoring and r evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectivr,s, which are attached r } PAGE 9 j tia tr rya'f .im i- 3 rx r y iaF u~ ~ ~ ~ ~f,R ~ y ~ ti ~ 1h`'~S+rr4 4r.,,, 3YPfYt a r hereto as Exhibit A, as well as other provisions of tais Agreement. C. CONTRACTOR 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 responsi- bilities. D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to d,aaignate one of its staff to coordinate the monitoring process as requested by CITY staff. r. After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings. F. CONTR.'%2TOR shall submit copies of any fiscal, managem„~nt, or audit reportb by any of CONTRACTOR's funding or regulatory bodies to CITY within five (5) working days of receipt by CONTRAC- TOR. f XV. I DIRECTORS' KEETINGS During the term of this Agreement, CONTRACTOR shall cause to be deliv- -ed 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 adequtti.e notice, and shall include an agenda and a brief descrip- tion of the matters to be discussed. CONTRACTOR understands and agrees that. CITY representatives shall be afforded access to all o°_ 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. INSUR"CE 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. i 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, nom- ! 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. s PAGE 10 # ' r oft • • 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 basia in CONTRACTOR's files. E. Actual losses not covered by insurance as required by this Section are not allowable coats under this Agreement, and remain the sole responsibility of CONTRACTOR, F. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. XViz, j RprAL OPPORTUNITY A. CONTRACTOR shall submit for CITY's approval, a written plan for compliance with the Equal Employment and Affirmattve Action Federal provisions, within thirty (30) days of the effective date of this Agreement. B. CONTRACTOR shall comply with all applicable equal employ- m:,nt opportunity and af.firnative 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, agate and Federal rules and regulations. D. In the event of CONTRACTOR's non-compliance with the non-discrimination requirements, City may cancel or term+nate the Agreement in whole or in part, and CONTRACTOR may be bared from further contracts with CITY. XVIII. • PERS0MUL POLICIES Personnel pclicies shall be established by CONTRACTOR and shall be avai,lahle for examination. Such personnel policies shall: A. Be no more liberal than CITY's personnel policies, pro- cedures, and practices, including policies with respert to employ- ment, salary and wage rates, working hours and holidays, fringe' • benefits, vacation and sick leeive privileges, and travels and B. Be In writing and s')all be approved by the governing body of CONTRACTOR and by representatives of the CITY. PAGE 11 , y • XIX. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor a,:y 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 or gives the appearance cf being motivated by desire for private gain for himself, or others, particularly those with which he has family, business, or other ties. Cr 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 Che 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 an; 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 is a member of COI)L'fRACTOR's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, incle, nephew, niece, step-parent, step-child, half-brother and half-sister. XXI. i POLITICAL OR SECTARIAN ACTIVITY A. None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall E bu 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 heraunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit in any manner any sectarian or religious facility or PAGE 12 a 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 CONTRACTOR, mention shall be made of the 1). S. Department of Housing and Urban Development I a Community Development Block Grant Program funding through the City of Denton 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 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 paged Thys document is prepared in accordance with the City of Denton's Community Development Block Gs ant 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. i XXIII. t 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 staged, CONTRAC- TOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds. • S. 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 Liotice 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. PAGE 13 3 1 I i C. CONTRACTOR,, shall not use funds provided hereunder, either directly or indirectly, as a contribution, or to prepare anplica- tions to obtain any Zederal or private funds under any fe6c.al or private program without the prior written consent of CITY. XXIV. CHANGES AND AMSNDMEMS 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. 81 CONTRACTJR 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 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 t'ie level of funding for CONTRACTOR or the I program(s) described t:erein 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 .rugulatioas pursuant hereto may occur during that term of this Agreement. Any such modi- fications are to be automal:ically 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 ex. i 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 r Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY, G. 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, I. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer PAGE 14 ~ • s 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 exceed thirty (30) calendar days. At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, 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 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, (2) CONTRACTOR'S violation of covenants, agreements or guarantees of this Agreement, (3) Termination or reduction of funding by the United (el States Department of Housing and Urban Development. f (4) Finding by CITY that CONTRACTOR: { • x' (a) is in such uneatiefactory 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 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. R PAGE 15 f i I (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. (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 to terminate and the effective date of termination. Simultaneous notice of pending termination maybe made to other funding sources specified in Exhlbit 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 i termination. In no Event will this compensation exceed an amoui.t 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 CONTRACTOR and the funding source in question, ',ATRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization not occasione' 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 liakle to CONTRACTOR or CCNTRACTOR'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 relieved of !.Lability to CITY for damages sustained by CITY by virtu, 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. e PAGE 16 j • r.rYr.f1.Yl•V.rtt.9.4'Ir «l r~NYA:},1 ~441A111•1 a.Y• r.r1 .•a ~..•v..v. wA. Yr~..e r... 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 F'iall give written notice thereof to CITY within two (2) working --yfj after being notified of such claim, demand, suit or other action. 4n~h notice shall state the date and hour of notification of .,iy such claim, demand, suit or other actionr the names and addresses of the person(s), firm, corporation or other entity maki.:.g such claim, or that instituted If or threatened to institute any type of action or proceeding; the basis of such claim, action o proceeding; and the name of any person(s) against whom stagy% claim is being made or threatened. Such written notice shall be delivered either personally or by mail. XXVIII. INDMINIFICATION 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 account of, any claims, audit oxaeptions, 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 harmisss CITY its agents, employees, or con- i tractors from any and all claims, suits, causes of action, demands, damages, losses, attorneys fees, expeaseR, and liability arising out of the use of these contracted funds and program administration and implecantation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. XXIX. } MISCMANEOUS N A. CON:RACTOF.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 finan- vial institution without the prior written approval of CITY. u B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in r 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 consti- tute or be construed in any way to be a waiver by CITY of any a i PAGE 1? (1 , • n.; P N N(a it r..: 1 r •r r.; _ , .....r.. rr., • n.Yr tin v..r 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, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing oz 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 hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimate- ly responsible to HUD for matters of compliance, will have t,-'e 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 eet forth below: M CITY; N CO CA TOR: City Manager Director City of Denton Interfaith Ministries A Denton, Inc. 215 E. McKinney St, 201 South Locust Denton, Texas 76201 Denton, Texas 76201 G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation • concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas, ITNESS 0,F WHICH this Agreement has been executed on this the o`er day of 1041J 4A, 199'. CITY OF DENTON • A J l/ BY: _'ylr ° TED BENAVIDES, CITY MANAGE PAGE 18 1 4 ; J a. Y~ ~y 4ii~TA S a# y l x3<i~~'`t pt ~ ~}~sjt ~:.l;i x a< r6} kLi ~ i -y*'r.. t. r'te [ta h. 9 ~ `a ~ ~F 'S ✓ '4'.4t ~ ~ j ~ ~9 1 4 3 i• x' u%' t w. IF . MJA1 N(~. r.rl:.r.4 . rrtt~ aMnJiVr.Wn•.A.~bYM r; x+vx ..+irs.rd~lt~4,riaatrtsM. ~ > , ~ > ~ ~ • ~~a I ATTEST: 3ENNIFER WALTERS, CITY SECRETARY BY: APP O D AS TO LEGAL FORM' HER RT L. PROUTY, CITY ATTORNEY l BY: j INTERFAITH MINISTRIES OF DENTON, INC. s 1 BY: & 4NDELL Kr GARDEN, DIREC'TOR~ ATTE T: BO D SECRETARY Yi S , + III S l s,. f ifry i ~ ay 3 Y~ PAGE 19 f f ~ ~ f 'n ,r ~s~, r~,{~ ' ~ ~ E ~:'~i. tY n•v~,y~ ~ z z i s c ra } t 5 h ,<j t 4c 5 W Y 2..+x t x +'rt r Ali I. Mill ? YI Y 1 } wTx z R '4Y. +yk f t'~e A- ~3i fit 7. ttig1 t [ y •t' s ' "`L• 7i.~t y~i'} - 7 1 . fry r~ . r. nrY.FUfWe'Mrhil,fiYY.«.LJnWo ..JS an~........r .a...... i Exhibit "1►" Stork Statement interfaith ministries of Denton, Inc. interfaith ministries of Denton, Inc. Provides emergency assistance to residents of Northern Denton County. All assistance is ? coordinated with other human service agencies and tracked through the Denton County Assistance Network. Assistance is targeted toward eventual client self-sufficiency. utility assistance will be offered a maximum of once every six months to individuals who demonstrate inability to pay their own { bills bc::ause of illness, job loss, or other verifiable emergency situation. Clients must submit a past due utility bill which will be verified with the utility provider. Assistance will be registered through the Denton County Assistance Network. All grant funds received from the City of Denton will be used for utility assistance. i Screening to determine need and eligibility for service will include household size, income from wages, bene,-'its and other ` sources of assistance. 1'nformat;ion regarding age, gender, v race/ethnicicy, number of female heads of household, and number of disabled clients will be collected. Funding from the City of Denton will be used solely for the provision of utility assistance to residents of the city. a Nl • r PAGE 20 t y P: CIT L *KRI " r- e q w h µ 4 t 4y. A.. 'may ~ .a..~. M.Mf~lpdAVknYWNieMVYWYAYWd♦ r ...1 ..u.♦.u/L~NIY.~~49' SLYYS♦SMMI(l II .46.I lH Irv- .1 1.,~~.... .J. .n ♦ l .1 3 • j Exhibit "B" Budget Interfaith minirtrier of Denton, 3no. a s Utility Payments $8,250 E I i f i a ~ j r~ rr ~ s , PAGE 21 a S a N Ilk" ~r 4 P.. r ..x. fvi .t~y~ s ~f ~ i'ppiw `~'+'@ 't 9 ~~§¢•a ~~>a ~03t~: Yea bM 'k vsi ~ ,b ~Y.'~ i i'i ~ tv e'xq~%xL~ 7 ~ d y'~,Y 2 fAN t e ALP?.L9~p YY'L>Y : i~ J' t R ' !m 1.f ~ '4~.'Ej-dff:.. ~}.t ~pS'.~y'u~~~ ~ t F~'~ a- ~`4.g'~ '~~e '.pM•~ys~~ ~ ~ r b , ~ ti g W P9 '.t~~ ~ Y, its k s*' T e• ~ ~ Y` 1 ~ ~r I 116A~'AWSOPMGII"'YCAMA•(~21Y4 k4Wi1N'YV.w.+. -Jt,(!, 1iC ?atX-"•(i,f. i~.•~e 1!.. ' L,ir~1 t.u♦ m.: ~V.,e_„.. k~.i t, l.lw~ ..a.rm, nlYfuS oooo~,~ ~ o a c a o c a o ~ooDD 0 o D 40.1 f i c7 a 4 aQ~ ~ avooV~ QOJ OQ rs d0~09 ;i i' i r~ 1 f `i i ; ' w i I. C f 4.. : ,51 ?1 t.ze #ewt c if3., +X tv f T.\MVDOCS\X\KDPINC. K ' 1996 AARESMENT BSTW71EN THM CITY OF DENTON AND KEEP DENTON BEAUTYFM, INCORPORATED This Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, a.ting by and through its City manager, hereinafter referred to as CITY, and Keep Denton Beautiful, Incorporated, P. C. Box 374, Denton, Texas 76202, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR. WHEREAS, CITY 'ias adopted a budget which includes an expenditure of funds for Keep Denton Beautiful projects; and WHEREAS, CITY has designated the Community Improvement Office as the division responsible for the administration of this Agree- went and all matter: pertaining thereto; and AHEREAS, CITi wishes to engage CONTRACTOR to carry out such projects; j NOW, THEREFOR,, the parties hereto agree, and by the execu- tion hereof are bound ro the mutual obligations and to the perfor- mance and accomplishment of the conditions hereinafter described. I. j TERM This Agreement shall commence on or acs of January 1, 1996 and shall terminate on December 31, 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's r.ooresentative responsible for the management of all contrac- rual matters pertaining hl,reto, unless written notification to the <-ontrary is received froir CONTRACTOR, an9 approved by CITY, The CITY'S Community Improvement Coordinator will be CITY's representative responsible for the administration of this Agree- ment. r t1r JS1 n J yy i -x C .z z-, x} i y . M i i ~II• f CITY'S 3BLIGATION A. Limit of Liability. CITY will reimburse CON'T'RACTOR for i expenses incurred pursuant hereto in accordance with the projpcc budget includod as a part of Exhibit B. Notwithstanding anv other provision o£ the Agreement, the total of all payments dnd other obligations made or incurred by CITY hereunder shall not exceed the sum of $10,000. B. Meaauro 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 fcr all purposes as Exhibit B, sub- ject to the limitations and prcvisions set forth in this Section and Section VII of this Agreement. (1) CITY shall not be liable for, any cost or portion thereof which: (a) was incurred prior to the beginning date, or after the ending date specified in Sec- tion I; I (b) is not in strict accordance with the terms of this Agreement, including all exhib- its attached hereto; (c) is not an allowable cost as defined by Section X of this Agreement or the project budget. f (2) CITY shall not be liable for any cost or portion Ili 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 r{ CITY advises CONTRACTOR to proceed. (1) CIPY shall not be obligated or 1 able under this Agreen:ant to any party other than CONTRACTOP for payment of any monies or provision of any gods or services. IV. COMPLIANCE 11171H PEDERAL, STATE and LOCAL LAWS CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. PAGE 2 „fh a I i I 1 V. REPREBENTATIONB A. CONTRACTOR assures and, guarantees that it possesses the legal authority, pursuant to any proper, appropriate and ofSicial motion, resolution or action plsoed or taken, to enter into this Agreement. B. The person or persons signing and executing this Agree- ment 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 fortn. I C. CITY shall have the right, at its option, to either temporarily suapend or permanutntly 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, services, or other benefits which would have )-,eon available to, or provided through, CONTRACTOR i had this Agreement not been executed. YI. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out. all of the activities and services set out in the WORK STATEMENT, 1 attached hereto and incorporated herein for all purposes aA Exhibit A, utilizing the funds described in Exhibit D, attached heretr and incorporated herein for all purposes and deemed by both part-es to be necessary an4 sufficient payment for full and satin- I factory performance of the program, as determined solely by CITY and in accordance with all other terra, provisions and requirements of this Agreement. No modifications or alterations may t,: iado in the Work State- ment without he prier written approval of the City's Community Improvement Coordinator. PME 3 • ~ f +J tpp 1 qi V VII. I PAYKENT8 TO CONTRACTOR I A. Payments try Contraotor. The CITY shall pay to the CON- TRACTOR a maximum amount of money totaling $10,000 for services rendered under this Agreement. B. Disallowed Costs. Upon termination 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, CONTRACTOR will refund such amount to CITY within ten (10) working days of a written notice to CONTRACTOR, which specifies the amount "isallowed. 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; (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. VIII. WARRANTIES CONTRACTOR represents and warrants that: A. All information, reports and data heretofore or hereafter requested by =Y 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. 0 H. Any supporting financial statements heretofore requested by CITY and furnished to CITY, a.~e complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date rihown on said report, and the results of the operation for the period covered by the report, and that since said date, there has boon no material change, adverse or otherwise, in the financial condition of CONTRACTOR. C. No litigation or legal proceedingca are presently pending or threatened against CONTRACTOR. PAGE 4 E w l ~ a: n: r i } * .,4s " " a• c ".r..qt s5 "a~.. -!q ~X' Vo A n r 1 I i 1 j i . : r... ./n. vr. 1. , .W./M1 Y.. r1 n. i..Mwr NAel4 ir..rr~.. f , D. None of the provisions herein contravenes or is in IIf conflict with the authority under which CONTRACTOR is doing ' business or with the provisions of any existing indenture or agreement of CONTRACTOR, 111 E. CONTRACTOR has the power to enter into this Agreement and accept payment hereunder, and has taken all necessary action to authorize such acceptznce 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. COV)NANT9 A. During the period of this agreement, the CONTRACTOR shall not, without the prior written consent of the Community Improvement Coordinator 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 pro-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 4 of accounts receivables, notes or claims for money due or to ( become due. j' ' (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 or corporation as guaran- tor, surety, o:• accor- xlation endorser. (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to CONTRACTOR by CITY, unless CITY authorizes ouch transfer. PAGE B i'f'44 Y,~t Y+ Y ti; 'til X• ALLOWABLE USES Funds shall be used in the performance of and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and H. XI. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of t.-,e funds received under this Agreement, in compliance with the provisions of Exhibit S, 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 applicable law. CONTRACTOR shall include the substance of this provision in all subcontracts. H. 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 a period of five (5) years. 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 services provided under this Agreement. D. At any reasonable time and as often, as CITY may deem j necessary, the CONTRACTOR shall make available to CITY all of its records and shall permit CITY to audit, examine, make excerpts and f copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, condition-_3 or ! employment and all other data requested by said representatives. i i XIII. 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 pertinent to matters covered by this ! Agreement. 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. PAGE 6 4 F I #k qs 3~ I 1 XIV. MONITORING AND EVALUATION 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 provisiw.a of this Agreement. C. CONTRACTOR 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 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 ten (10) 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 N of Directors, setting forth the time and place thereof. Such Ile notice shall be delivered to CITY in a timely manner to give F' adequate notice, and shall include an agenda and a brief descrip- tion 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 thirty (30) 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. PAGE 7 k n I . y.. i 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 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 Sect'on are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR. XVI1. EQUAL OPPORTUNITY A. CONTRACTOR shall submit for CITY's approval, a written Alen for compliance with the Equal Employment 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, aid accounts for purposes of investigation to ascertain compliance with local, state and federal rules and regulations. 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. o xvzll. ~ ~ PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination. Such personnel policies shalls PAGE H I t ~4d lY „•~i^ri'~.? yK;aO ..q..,~~'~k a. pl K tr.. , ~f °y a''~`}~,Y'St'T:., `a Yi- r5 p'~,ip ~r,~v~V'Sfe.`?'-w,'~y'i~` ,}'rN»~ ,•y , i A. Be no more liberal than CITYfs personnel policies, pro- cedures, and practices, including policies with respect to employ- nent, salary and , vacation ad sick rates, leave working privilegesa and tray l; andinge benefits B. Be in writing and shall be approved by *he governing body of CONTRACTOR and by representatives of the CITY. YIY. CONFLICT OF INTbRBST A. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would confl.',ct in any manner or degree with the performance of servic~se requiro-t to be performed under this Agreement. CON- TRACTOR shall. be employed or this appointed no person having covenants such that as a member of its governiny 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 :r gives the appearance of being motivated by desire for pr'_vate gain for himself, or others, paxcicularly those with which he has family, bossiness, or other ties. C. No officer, member, or employee of CITY and rio member of its governing body who exercises any function or responsibilities in the review or approval of the e in any uertaking or decisions eeigatiout of ng to this Agreement shall (1) particiPat 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, rX. t;EPOTIBN CONTRACTOR shall not employ in any paid capacity any person i who is a member of the immediate family of any person who is a; currently employed bj CONTRACTOR, or is a member of CONTRACTOR'S governing board. The term "member of immediate family" includes. wife, husband, son, daughter, mother, father, brother, sistcer, in-laws, aunt, uncle, nephew, tilece, step-parent, step-child, half-brother and half-sister, . i i j PAGE 9 n <.i aN i. a~ i. sY .4t rl ;s 4i 3 1 • j , i POLITICAL OR sECTARIAN AcTIYITY 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 offio-j) 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, operation, maintenance or administration, or be utilized so as to promote in any manner any sectarian or religious facility or activity. XXII. CHANags AND ANENDNENTS 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 express', 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 revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. i I C. CONTRACTOR will submit revised budget and program in- formation, whenever the level of funding for CONTRACTOR or the • scri levelam~ontained in any prein orts ns oflExered hibit ac ordi.ftg to the total u D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant Y, 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 CONTRACTORts oomponsation. Such changes shall be incorporated in a written amendment hereto, as provided in subsection A of this Section. PAGE 10 r v V " t 2 a ve rug a jj~ 1 ~~ftti ~ • f i 4' F,~n v F ` j j \ F. Any alterations, deletions, or additions to the contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY. i G. 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 shell notify CITY of any changes in personnel or governing board composition. 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 prograns will be permitted. YYV. 8USPENGION OF FUNDINO Upon determinatir CITY of CONTRACTOR's failure to timely and properly perform eac 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 COFTRACTOR,require the CONTRACTOR to refund r unused funds. Such notice may be given personally and by certified mail to the Executive Officer and the Chairman of 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 j 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 satisfied, CONTRACTOR may be restored to full compliance status and paid all returned eligible funds withheld or impounded. If, however, CITY determines that CONTRACTOR has not come into rµ compliance, the provisions of SECTION XXVI may be effectuated. XXVI. { w TBRNINATION y 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 Sec- tion XXV. • (2) CONTR4CT0R's violation of covenanl:s, agreements or guarantees of this Agreement. PAGE 11 d r r. `,1.}• k i ik•r 3. y r 1 qix{: If .T1rirl 1 71 NZ 44W IN I I 1 (3) 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 of business. (5) Appointment of a trustee, rec4iver 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 of this Agreement. (7) The commission of an act of bankruptcy. ' (B) 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 derision to terminate and the effective date of termination. Simuitaneous notice of pending termination may be made to other :unding sources specified in Exhibit B. A. CITY may terminate this Agreement for convenience at any time upon providing CONTRACTOR thirty (30) days written notic9 of termination. C. CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outsido funding r occurs upon which CONTRACTOR depends for performance hereunder. CONTRACTOR may opt, within the limitations of this Agreement, to seek an lternative 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 Agreement upon the dissoluti.ori of CONTRACTOR's organization not occasioned by a breach c: this Agreement. PAGE 12 e J j IMM i 1 1 f I t 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 _ermination, CONTRACTOR shall not be reliaved 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. 2YVII. 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 I date and hour of notification of any such claim, demand, suit or other action; the names and addresses of the parson(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 certified mail. %YVIII. INDEMNIFICATION 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 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. A 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 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. PAGE 13 I ' _ f. as 3,y4i j zxlx. MISCELLANEOUS A. CONTRACTOR shall not transfer, pledge or otherwise assign j this Agreement 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 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 'iereto. 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 terme 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, 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 1 shall any agreement, assertion, statement, understanding, or other commitment occurring during the tern of this Agreement, or sunse- 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 aoy disagreement or dispute should arise " between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY 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 CONTRACTORt city Manager President City of Denton Keep Denton Beautiful, Inc. 215 E. McKinney St. P. 0. Box 374 Denton, Texas 76201 Denton, Texas 76202 PAGE 14 • L ~ ! #M' F ev2~ A _ i ~ bra m 44 _ , .,sri+. 4k i3" xn r'2`"S.n^ tsy, s' # `mil 41 . i 1 IiiITNESS OF W ICH this ,Agreement has been executed on this l the day of 1996. 11 t CITY OF DENTON BY: -rt. TED BENEVIDES, CITY MANAGER i ATTESTS JENNIFER WALTERS, CITY SECRETARY 999 L ~ BY APP VED AS TO LEGAL FORM: j j HERBERT L. PROUTY, CITY ATTORNEY 8Y: KEEP DENTON BEAUTIFUL, INC. { Vj"~VW G~ i BY WILLIAM E. WATSON, III PRESIDENT « ATTEST: Bp VI -PRESIDENT i PDi.E 15 0 s + r 7171 ..£~.4 1 ~ F l °f` b' 2 a S a+ T' y9'X v r' • .n•wW.»wM4N.sRan.w Jw_~..n.W.a .e. _ n~.a•.rnar .~lMat V..~•..~+..w raw..ua{.aa '-'sbu..an.hMiinaY _n..., 'I. i f I! EIBIBIT HAO Keep Denton Beautiful EE Work statement 4 i i The Keep Denton Beautiful Board develops programs and makes recommendations on issues related to the appearance and environment in Denton. The Board implements and organizes a number of activities and events including city-wide clean-ups, Adopt-A-Spot, i Tree City USA, Denton Redbud Days, and school/education projects. Keep Denton Beautiful is a certified city in the Keep America f 1 Beautiful, Inc. national program. In order to maintain I certification, Keep Denton Beautiful submits an annual photometric index (litter survey) and cost/benefit analysis. The Community L Improvement Coordinator is the liaison to the Keep Denton Beautiful Board. f i s ~k c It I~f..t hp i ~ S l\ ~ ~M i 0 t I -M;r • > I , EXHIBIT B CITY OF DENTON CONTRACT CATEGORY REQUESF REDBUD DAYS $2,189.39 EDUCATION AND $2,340.39 SCHOOL ACTIVITIES ]PUBLIC RELATIONSi $2,435,04 PROMOTIONALS CLEANUP PROJECTS $2,625.18 $410.00 DUES R TOTAI S $10,000.00 R f ~ a I l I f y~ j~ (t t =C~.y-y 4~~ i' ~ r L. irsifis 41 - . a..r C..nlFik'p. S'.1.' Y.4 x. 1.Jiw!~l>w ~f-P!'p. . aM1iR'YR✓Y.`[M'R'F1(VY.CdM'M1bIIY~.M ~l+w.e~..-.~.~. r r..f rv~ M n ark v& n.. a.. ~ OOOOD . n E v r°o/~ O~ ~p ~ Q Cl pqd O 4 O ~OO~CANT tt}O10 °0000000aaaooo°°~ ii 3 1 r t [ v t ~ 4 v. S TgxF¢) f i i s STATE OF TEXAS COUNTY OF DENTON EMPLOYMENT AGREEMENT THIS AGREEMENT, made and entered into this & day of FdrAoaa.r 1996, by and between the City of Denton, Texas, a Municipal Corporation of the State of Texas, hereinafter referred to as "City", and Robin Ramsay, hereinafter referred to as "Municipal Judge". WITNESSETHi I 1. City does hereby agree to employ Robin Ramsay for a period of two (2) years, beginning on the J V of 1996, and continuing through midnight, Mei1998, at an annual salary of $56,992, annual deferred compensation contribution of at least four percent (4k) of the annual salary and the same benefits provided executive full time City employees. In addition to the above compensation, the City will pay Robin Ramsay a per diem amount of $104.00 per day for performing magistrate's duties on Saturdays, Sundays, and holidays. The city may adjust this per diem and hourly amount based on adjustments in the consumer price index and on wage adjustments for other municipal employees, 2. City does hereby agree to review the Municipal Judge's compen- sation on an annual basis at the time his performance is reviewed by the City Council. 3. The Municipal Judge agrees that :,e will perform the duties of the Municipal Judge set forth in the Municipal Judge job description, a copy of which is attached hereto, and incorpo- rated herein as Exhibit "A". 4. The Municipal Judge shall devote full time to the duties of the office as necessary in accordance with Texas Government Code 530.986, or its successor provision, as same may be modified from time to time. The Municipal Judge shall not spend more 4 • than ten (10) hours per week in teaching, consulting, or other non-City connected business without the prior approval of the City Council. 5. The City hereby agrees to budget for and pay for travel and subsistence expenses for professional and official development to adequately pursue necessary official and other functions for • the city, including, but not limited to, the Texas Bar Conven- i tion, Texas Municipal Judge's Association and training semi- nary, regional, state, local, legal or governmental groups and committees thereof which she serves as a member, 6. The city also agrees to budget for the Municipal Judge's travel and subsistence expenses for short courses, institutes and seminars that are necessary for his professional development, e and for the good of the City of Denton. J ........:-..rte- , 1 I 7. The city agrees to budget and pay the professional dues and subscriptions necessary for the Municipal Judge's continuation and f,.11 participation, including the holding of responsible offices in national, regional, state and local associations and organizations necessary and desirable for his continued pro- fessional participation, growth and advancement, and for the good of the City of Denton. 8. During the duration of this Agreement, the Municipal Judge shall comply with all provisions of the Code of Judicial Con- duct, the Denton City Charter, Chapter 30 of the Texas Govern- ment Code, Subchapter Y, and all other applicable laws pertain- ing to the operation of the Denton Municipal Court of P;~ord, and his duties as a Magistrate. In the event of a r.,°.flict between the terms of this Agreement and said Code, 'narter, Statures and laws, the terms of said Code, Charter, Statutes and laws shall govern. 9. The City may remove the Municipal Judge from oi`ice during his term pursuant to and in accordance with the re-j+.irements of $30.987(c) of the Texas Government Code, or its Gucceesor, as same may hereafter be amended. This Agreement represents the entire and integrated Agreement between City and the Municipal Judge, and supersedes all prior negotiations and representations and/or contracts either written or oral. This Agreement may be amended only by written instrument signed by both the City and the Municipal Judge. The Municipal Judge further states that he has carefully read the foregoing Agreement, and knows the contents thereof, and signs the same as his own free act. IN WITNESS WHEREOF, City has caused this Agreement to be signed in itFi name by Bob Castleberry, Mayor, and its corporate seal to be hereunto affixed and attested by its City Secretary, and the Muni- cipal. Judge has hereunto set his hand and seal the day and year first above written. MUNICIPAL JUDGE - - CITY OF DENTON, TEXAS ROB SAY B BOB CASTLEBERRY, MAY R ATTEST: JENNIFER WALTERS, CITY SECRETARY BY . APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY TTORNEY 12 BY: A.',,W9SAY.K r EMPLOYMENT AGREEMENT - Page 2 aa S . - ..t. iy ~11 Abby ~L~'J i.r • 3 i f I APPROVAL DATF.t_ 01/01/92 _ REVISION DATE: PAY GRADE: 27 DEFARTMENT: Legal DIVISION: JOB TITLEi Municipal Court Judge JOB NUMBERr J1110 TITLE OF IMMEDIATE SUPERVISOR: City Council MAJOR DUTIESt o Presides over trials and renders judgments for misdemeanor violations, violations of city ordinances, traffic violations and any other cases within the jurisdiction of the Municipal Court. o Authorizes issuance of search, arrest, inspection and mental warrants. o Arraigns prlsoners, sets bonds, reviews fines, and issues magistrates warnings. o Oversees acheduling of all cases and activities of the court. o Maintains court records as required by Texas State Law. o Provides information to attornr,ye and citizens regarding warrants, appeals, and hearing dates and locations. o Develops new programs for court processing in conjunction, with Municipal court Clerk. o Communicates and develops gals for the upcoming year. o Counsels with youth and parents. o Administers programs in conjunction with the City Attorney, Police and Court Clerks. o Establishes and administers the organization, policies and priorities for the department. o Develops and recommends to the City Manager and Council the annual and long-range plane for the Municipal Court. o Prepares and submits the annual budget request for the department to the City Manager and City Council. • o Monitors all expenditures for the department. o Performs a full scope of supervisory responsibilities including recruitment, selection, hiring, counseling and evaluation of employees. o Performs other related duties as directed by City Council or in accordance with State law. j Mercer/AAAO16F6 I t 3~Y ~ 'S ~'Y Y" :ate ~ R S d+.4 F 'i•-X a '-4` it Y yh A f~ i I • r . 1 MUN.CIPAL COURT JUDOE Revise¢1 Pagg 2 of 2 MINIMUM QUALIFICATIONS, o Juris Doctor (JD degree). o Two years experience in the practice of law in the state of Texas. o Certification, membership in the State Bar of Texas. o License to practice law in the state of Texas. o Avsilablllty to be called on to Issue warrants at unusual hours. o Valid Texas Class C driver's license. s ( S l I I Mercer/MAOim R i i IMP [rta- < s Sa v h. V', r,t'~', ~k1t' f x p'y ko'IM1d'a19xlSRY[iK~sWUetFg4wr~'er~4-~. . ~CCoC17,70 d ~ s o S 4 ~ p 4 I ~oOOO~ M t o M t o ooO } Q ~4QQUUOOG~~O~ i i t L s 1 1 i 4 A I~ • 1 ~f 11 j • k t 1996 - 1997 AG! .,',fn BETWEEN THE CITY OP DIMA , :BXAS AND RETIRED AND SENIOR PROGRAM (RSVP) 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 j the services of Organization and has determined that Organization performs an important service for the residents of Denton without regard 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; i NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES s Organization shall in a satisfactory and proper manner perform 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). C. Develop stations, non-profit, public and private, in which volunteers can serve and, with the assistance of a stations representative, design Job descriptions for services needed. D. Recognize volunteers for their valuable service and recognize supportive staff in cooperating agencies. • E. Recruit, place and train N,lunteers. Organization shall also provide those services described in the Work Statement herein attached as Exhibit A. i J • 1 i r • • 1 t II. OBLIGATIONS OF ORGANIZATION 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 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 attached 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 c-f 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 Development Office along with any amendments, additions, or revisions whenever adopted. I 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 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. r H. It will appoint a representative who will be available to meet with C;yla Executive Director of Finance and other City • officials when requested. I. 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 liability, including cost.9, expenses and attorneys fees, for or on account of, any claims, audit exceptions, suits, or damages of • any character whatsoever, resulting in whale or in part from the • performance or omission of any act of any employee, agent or i' representative of organization. J. It will submit to City copies of year-end audited financial statements. PAGE 2 1 • III. TINS OF PERFORMANCE The services funded by City shall be undertaken by organization within the following time frame: October 1, 1996 through September 30, 1997. IV. PArAZNT9 A. Payments to Organization. City shall pay to Organization an amount of money not to exceed Seven Thousand Eight Hundred Dollars ($7,800.00) far services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documenta- tion. 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 C'ty and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strivtly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expendituure. 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. obligation 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, tin • E. Contract Close Out. Organization shall submit the contract close out package to city, together with a final experditure report, for the time period covered by the last invoice regp:esting reimbursement of funds under this Agreement, within h fifteen (15) working days following the close of the contract period. Organization shall utilize the form agreed upon by City and Organization. • V. • EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously moni- tored. Organization agrees to make available its financial records PAGE 3 s f 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. 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 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, 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 explanation of any major changes in program services. t VI. DIRECTORS' MEETINGS During the germ of this Agreement, Organization shall deliver to City copied 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. M 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: r 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, PAGE 4 f jj , A~ 'On • D. Appointment of a trustee, receiver or liquidator for all or a substantial part of Organization'a 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 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 to 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 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 (1.20) days of the effective date of this Agreement. B. organization shall comply with all applicable equal employment 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 • ORGANIZATION represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for ti:c isriod covered by the report, and that since said data, there has 1,3en no material change, adverse or otherwise, in the financial r-edition PAGE 5 • I s 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 Organization is doing business or with the provisions of any existing indenture or agreement of Organization. E. organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of organization 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. 6 CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. Organization 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- 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. 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 0 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. PAGE 6 1 wf~ 51 XZ i III 1 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. H. Organization shall notify City of any changes in personnel or governing board composition, I. It is expressly understood that neither the performance of Exhibit A for an}, program contracted hereunder nor the transfer of funds between or among said programs will be permitted, XI, INDXMIFICATION 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 r arising out of the use of these contracted funds and program administration and implementation except to the extent caused by y the willful act or omission of City, its agents or employees. j r XII. re INSORANCB 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 Agreement. B. The premises on and in which the activities described in 0 Exhibit A are conducted, and the employees conducting these activities, shall be covered )~y premise liability insurance, com- monly referred to as "Owner/Tenant" coverage with CITY named as an additional insured. Upon request of Organization, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. PAGE 7 • 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 current possession of a valid license and insurance must be maintained on a current basis in Organization's filed. 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 organization. F. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. XIII. 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 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 for a purpose that is or gives the appearance of being mctivated by desire for private r' 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 interesti or (2) have any interest, direct or • indirect, in this Agreement or the proceeds thereof. • %IV, 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- PAGE 8 I 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. XV. 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, rerlistered or certified, 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 Retired Senior Volunteer Program 215 E. McKinney 1400 '.rescent 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. XVI. MISCELLANEOUS 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. 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 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 organization, J 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 r 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 a.iy prior agreement, assertion, statement, understand- PAGE 9 a ...,.mss ~ . • qq ~FN # ~ a~ }a4+. .fib 'YSe. 4 d - s.a ky 5 . u ti't '3r. ~ 7 ~ kf TMs ~ Y r w w..e.a.e.pus1JnwaarMVawha;.e ~Wi i I iing, 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. G. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation 1 concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affc~,their signs- t s and enter into this Agreement au of the /`f ` day of 199$. CITY OF DENTON, TEXAS k E ~ I BY: TED BENAVIDES, CITY MANAG ATTEST; JENNIFER WALTERS, CITY SECRETARY BY. APPROVED AS TO LEGAL FORMi HERBERT L. PROUTY, CITY ATTORNE'I BY: RETIRED SENIOR VOLUNTEER PROGRAM a l BY; DIRECTOR ATTEST: BY, SECRETARY r k PAGE 10 ' r. T W",10 y} } 3. • .:..r....:.n.W lrr:na.nwxwvviwu•..•r:Aw.•.>.:. EXHIBIT A WORK STATEMENT RETIRED SENIOR VOLUNTEER PROORAM (R.S.V.P.) The mission of RSVP is to mobilize persons, 55 years and older, for significant volunteer service in Denton County. We match the skills, interests and abilities of older volunteers with the needs of non-profit and governmental agencies. Our purpose in doing so is to enhance the life of the f older adult and to help meet the community's need for active volunteers. i I i i 1 i .w it(~ r ,~y~.~ nke A~ r'1 r~ti r~ ~Ytt t `a krY C,t~<~y r. r - e.,.4 .un+Y.W5Y.1.;oL:11lNW+a.~w+=-a... , ..w•earv..rL a.Mib•r.r+WWere6lve-ww...-a I • r EXHIBIT "B" I ' RSVP GENERAL FUND BUDGET f i i City of Denton Funding $7,800.00 Monthly Request . $650.00 Monthly Salary Expenses $7,242,83 S r • r r ~•r~ fr n, .~"+l . dp i'# H- 4. ^ce s' >tx xxi lJ'`^'a `"yx, $rZ .nr t i 4 F ~t~ .r 4 ~A9y a r G, TY~ 5 -S'vd F Y i tr 5,.~ y t Zit .....a ._I'i, .,.1«.wua...#w.b.....a r..,1 tkG:,~u .a ocaoaaGo ncoor~o~ooo ~ ~ ; 0 , ~o o~ c a a ~QOO tyro N t ~ O °00°ooaaoaooo~ i 1 i ~ N t iM1 r ra • E , l< l ..~+U'-f, }"W 1 r ✓ns V1 .r4, ~ I' . f yS,;Y;o-,t (!f.v, r9,.PeSr'<rnn,y,v . ..m.w.... 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON AND SERVICES PROGRAM FOR AGING NEEDS. INCORPORATED This contract 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 Services Program for Aging Needs, Incorporated, 1800 Malone, 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 assistance to the homeless families; 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 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 described. I. TERM This Contract shall commence on or as of October 1, 1996, and ` shall terminate on September 30, 1997. 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 • contractual matters pertaining hereto, unless written notification to the contrary is received frog CONTRACTOR, and approved by CITY. The CITY'S Community Development Administrator will be CITY's representative responsible for the administration of this Agreement. e I ..:r e: ab ,r. .r s. rr+r L„e. rd{:} t 3.:, `;k .u .::11 .3 t. n•rJV • v.,em~.er. . .a..r..,., .F,... IZI. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursuant hereto in accordance with the project budget in^luded as a part of Exhibit B. Notwithstanding any other provision of the Contract, the total of all payments and other obligationo made or incurred by CITY hereunder shall not exceed the sum of $11,000.00. 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) The parties expressly understand and agree that CITY's obligaiirrns under this Section are contingent upon the actual receipt of adequate Community Development Block Grant (CDBG) funds to meet CITY'a 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 the Agreement. If CDBG funds eligible for use for purposes of this Agreement ara 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 credits of the City of Denton. (3) CITY shall not be liable for any cost or portion thereof which; (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 Section 1; (c) is not in strict accordance with the terms of this Contract, including all exhibits attached hereto; or O (d) has not been billed to CITY within thirty (30) calendar days following billing to CON- TRACTOR, or termination of the Contract, whichever date is earlier. PAGE 2 i. TIM& i • 7 (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 Contract 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, a.3 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 570. 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. 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. CONTRACTOR agrees to abide by the conditions of and comply j with the requirements of the office of Management and Budget • Circulars Nos. A-110 and A-122. B. CON,rRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. V. REPRESENTATIONS • A. CONTRACTOR assures and guarantees that it possesses the • legal. authority, pursuant to any proper, appropriate and official motion, resolution or action passed rir taken, to enter into this Agreement. B. The person or persons signing and executing this PAGE 3 N I ~ i 4 to a .St #y4 x '~`f# C 'e iY 3~ i+ ' JY`!.'_ C°'i P ee .t L s „ -n.x. ,.r dPtx'iAA'r7a?.,1: c:S~a.a P~.Sr:''.d;n r.. Y,•, ..,.y.'/,N a . . +~rti•~m n«e+..,....u#r Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been f..lly 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 j 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. C014TRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be sub- stituted for funds and resources from other sources, nor in any way s:rve to reduce the resources, services, or other benefits which wQld have been available to, or provided through, CONTRACTOR had this Agreement not been executed. VI. PNRFORXANCS 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. PAYMENTS TO CONTRACTOR A. Payments to Contractor, The CITY shall pay to the CON- TRACTOR a maximum amount of money totaling $11,000 for services rendered under this Contract. CITY will pay theae funds on a reim- bursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation. Those CONTRACTORS who fail 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 PAGE 4 "Oil I I J, Ile I • i 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. I, C. Disallowed Costs. Upon termination 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. 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; (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, obligation of Funds. In the event that actual expendi- tures 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. E. Contract Close Out. CONTRACTOR shall submit the Agreement 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 ten (10) working days following the close of the Agreement period, CONTRACTOR shall utilize the form agreed upon by CITY and CONTRAC.- TOR. VIII, • WARRANTINS • 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, PAGE 5 'IM 41 a v }e'`~ as l/7 M1 Va z a`hrr v S a~' r 4,5 r~'4 9 S'aA ~iC ".f 11 I 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 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. i C. No litigation or legal proceedings are presently pending or threatened against CONTRACTOR 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 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. 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 representatilins and warranties shall be continu- inq and shall he deemed to have been repeated by the submission of each request for payment. IX. CO%IM 1NTS A. During the period of time that payment may be made here- under and so long as any payments i=main unliquidated, CONTRACTOR shall not, without the prior written consent of Community Development Administrator or his authorized representative: (1) Mortgage, pledge, or otherwise encumber or sufO Or 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 d4spose of accounts receivables, notes or claims for money due or to PAGE 6 r 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 or corporation as guaran- tor, surety, or accommodation endorser. j (5) Sell, donate, loan or transfer any equipment 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 ccntrol, 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 4 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 s 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 performance of and in compliance with this Agreement and in conformance with the standards and provisions p set forth in Exhibits A and S. B. Approval of CONTRACTOR's budget, Exhibit S, does not constitute prior written approval of the expenditure of funds, even though certain items may appear herein. CITY's prior written authorization is required in order for the following to be con- sidered allowable costa: (1) Encumbrance or expenditure during any one month period which exceeds one-fifth (1/5) of any budgeted line W items for costs as specified in Exhibit B. (2) CITY shall not be obligated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds PAGE 7 • r 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 con- ducted. (5) Any alterations, deletions or additions to the Personnel Schedule incorporated in Exhibit H. (6) Costs or fees for temporary employees or services. (7) Any fees or payments for consultant services. (B) 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 Agreement. SI. PROGRAM INCOHN 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 of facilities of CONTRACTOR provided as a result of this Agreement, and payments from clients or third parties for services rendered b CONTRACTOR under this agreement. r 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 De%elopment (HUD), that any fees collected for services performed O 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 thin Section in its entirety in all of its sub-contracts which involve ether income-producing services or activities. PAGE 8 1 • • 1 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 repayment 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 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 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 Agreement 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 responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. 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, invoices, materials, payrolls, records of personnel, • conditions or employment and all other data requested by said representatives. XXII. 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 covered by this Agreement. CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months. The beneficiary report shall provide detailed client information, PAGE 9 ;S- S"'t 4y x ~,y r.S t4% ra ar ;s kx F r ~q~4. ( 1Srt ~ y ;"si: < s ~r* h YV! „ "4 f. i~-s Z<t.'4}M^ .~i.' 'yc~'•. ,pPk~ Y: t ~ I I 1 i.AM f 'l}`l'd J, uaY6 ~1.Wa+. Kn .r ?.V. .r. l?.8 •il F'.a 1 ..t 1.,nl..vNr rv. n+v:.<tiv... 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 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 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 development, implementation and maintenance of record-keeping systems and to provide data determined by CITY to be necessary for I 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' MIXTINGS 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 i description of the matters to be discussed. CONTRACTOR understands J 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 (30) working days of approval. IJ e PAGE 10 ft i 4 r ~ I • t , 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. S. 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. 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. F. The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prier to such change or cancellation. XVII. BQUAL 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. B. CONTRACTOR shall comply with ail 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. f PAGE 11 mom n I I I I 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. mir. PRRSONNEL POLICIES 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 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 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 nhall be employed or appointed as a member of its governing body, f B. CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or tmployees shall possens any interest in or use his position for a purpose that is ur gives the appearance of being motivated by desire for private gain for himself., or others, particularly those with which he has fancily, 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 i', • 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. { 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 is a member of CONTRACTOR'a 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, a PAGE 12 } I • • half-brother and half-sister. xxr. 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 of final content of legislation. 3. 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, or be utilized so as to benefit in any manner ant sectarian or religious facility or activity. XXII. PUBLICITY i A. Where such acti.on is appropriate, CONTRACTOR shall publicize the activities conducted cy 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. 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 shall identify the source in the body of the report or by footnote. This r 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 Program, with funding received from the United States Department of Housing and Urban Development. C. All reports, documents, studies, charts, schedules, or other appanded documentation to any proposal, content of basic proposal, or contracts and any responses, inquires, correspondence and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. a PAGE 13 -17 • • XXIII. FUNDINQ APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR 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, CON- TRACTOR 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. Such notice shall be submitted to CITY, in writing, within tea (10) working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and contract. 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. XXXV. 1 CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of j this Agreement shall be by written amendment executed by both parties, except when the terms cf this Agreement expressly provide that another method shall be used. I B. CONTRACTOR 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. 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 i 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 5 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 i PAGE 14 j a 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 Agreement Budget Detail incorporated in Exhibit H 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 among said programs will be permitted. i 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 11 Officer and the Hoard 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 sat- isfied, CONTRACTOR may be restored to full compliance statue 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 XXIII may be effectu- ! ated. XXVI. TbRNINATION e. w 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. (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract. PAGE 15 } • (3) Termination or reduction of funding by the United States Department of Housing and Urban Development. (4) Finding by CITY that CONTRACTOR% (a) is in such uneatisfactory financial condition as to endanger performance under this Agreements (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. (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 Agreement. (7) The commission of an act of bankruptcy. (g) 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 sources 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 expenditi;res 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 ;t performed bears to the total services of CONTRACTOR covered by the Agreement, lean 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 CONTRACTOR and the funding source in question. s PAGE 16 i • • CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR'a 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 th1_3 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, 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 deterrr..tned. XXVII. 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 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 Lhe 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. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY it contracting with CONTRACTOR as an independent • contractor and that as ouch, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including casts and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any t 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 defence for, and to indemnify and hold harmless CITY its agents, umployees, or con- tractors from any and all claims, suits, causes of action, demands, damages, losses, attorneys foes, 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. PAGE 17 • xxlX. MISCELLANEOUS 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 finan- 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. C. In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one or morn instances upon the terms and conditions of this Agreement 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, 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, ;hall 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 hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of compliance, will have the final authority to render or to secure an interpretation. F. ror 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: j • TO CITY: TO CONTRACT i City Manager Director City of Denton Services Program Aging Needs 215 E. McKinney St:. P.O, Box 13427 Denton, Texas 76201 Denton, Texas 76201 j PAbE 18 . sit'[ ` r r' F nl f t F ~J to ~ J y ' ~Z ~ 4 i ~"ft ? 4~~P ~ ~a•P 5 ~ ft ' Y d.~C ~ ova o . r r+nk.wv+.le..,:w.»rw,eF/aas,.YiW2Ya!"+~MFAi}~ItO~'4E~'hl~d1YY2~$&'L3~4s~M6!A59taYiCib:lN'C1hG'ivy4ail'aWWe,nmwiwai~rf~flYFaF4k wewavwsawvbw++a..+:rL:L. r i eted in acco the laws ThisthAgreeme r S ate ofa Texas iandrvre ue of any rdance with litigation concerning this Agreement shall be in a court of competent jurisdiction sitt-,ing in Denton County, Texas. 4IJ,IITNESS OF 4HICH this contrla9c~t~has been executed on this the =/t _ day of CITY OF DENTON TYX BEKAVTDES, CITY KANACEB ATTESTi JENNIFER WALTERS, CITY SECRETARY v BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY 1 BY: SERVICES PROGRAM AGING NEEDS BY:!L AL CK s • ATTEST: f~ SECRETARY Sf \g7DOC8\X\78PAN96.k00 i R PAGE 19 c G' '~f h aY Ty JS ~r{ r YP y i - 4 ,s' 'j'• 41 P 43 J` fYa:lY'i 7 IN, F S s.. II n.a Tc,CVp ] s i f`a~ „r ; i. w , o if is s.a,.r ii e41>'F Ks,, ky Y ' r e rt ;ile q A ' f ti~,Rp ~ ~•i 4th r ~ aS^~ i. Tp ~ . 17 i rfr~ .-..a.:~~axl.......ai..':.....~1.r.u~ s , i t r J f Exhibit °A" Work Statemmt SPAN SPAN will provide homemaker services to frail and low income residents of Fairhaven. r i I f, s ti` ~vs4 `1rr Y° h r t p15Z7," ,`{r % t h 4 X`P + { r Y ..il' 5. 1M Yi 5 k 4 ~ r r £ X• .~~Ri t Iv'aTe7i ztt,9+ `sly f'ct..a Atli A 4" "i.. RyS. Y., J xk~- t :s ♦ .''•'PJ+~''t°'4'~`St ,t i' 'ts ~ y Jai pq%SY_~hllMtpd4~AMww.-. ' R ' _ ~ 7~.a_. w..•.~NAr~.,~iif.....--.;:':~ J t. 1 1 1 r• Exhibit "B" SPAN CDSd SUWXT CDBG Funding $11,000 Homemaker Services $11,000 i i i ~I a I i ~z i I i r euc t4 ~kr 4~ jk j y - r ea~, &.4,, ~i . , r § w a ,5 k#a~sr '"F ? Aprs a' k ~ r y~ 1i 4 n ~t r ~ .t~ ,I, x r.?',rk{Crf ~j4 rpv ~jtcJ ~ o J 1 ~ ~ 1 ~ ~',y,, ,e,,..,1us+MlvW.r7utx'~~,mM~itMa~MmrA4k+rf{s~al«'+~YZSt ; h~P~rtd a.t eJ I ~r i ooOOOI~UbCC~cCppppOOOO o00`a a ~ n I, o Q 4 I { z ~d~ooooo j I t t 8 b h tl I l 1~ y CONTRACT AGREEMENT STATE OF TEXAS S COUNTY OF DENTON S THIS AGREEMENT, made and entered into this 9 day of JULY A.D., 19 95 , by and between THE CITY OF DENTON of the County of DENTON and State of Texas, acting through TOM U, 5HA11.' thereunto duly authorized so to do, hereinafter termed "OWNER," and FLOYD GLENN SMITH CONCRETE CONTRACTOR _ 1519 WILLOWWOOD DRIVE / P.O, BOX 1781 DENTON, TEXAS 76202 DENTON of the City of _ DENTON , County of and State of TEXAS , 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 tht bonds attached hereto, CONTRACTOR hereby agrees with OWNER to commence and complete performance of the work specified below: BID M 1918 - CRAWFORD STREET CONCRETE IMPROVEMENTS in the amount of $8,844.00 ana all extra work in connection therewith, under the terms as stataJ in the General conditions of the agreement; and at his (or their) own proper cost and expense to furnish all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance, 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, and in accordance with all the General conditions of the Agreement, the Special Conditions, the Notice to Bidders (Advertisement for Bids), Instructions to Bidders, and the Y Performance and Payment Bonds, all attached hereto, and in Y accordance with the plans, which includes all maps, plats, S 1 CA - 1 r i I • I • blueprints, and other drawings and printed or written explanatory matter thereof, and the specifications therefore, as prepared by CITY OF DENTON ENGINEERING AND COMMUNITY DEVELOPMENT STAFF all of which are made a part hereof and collectively evidencs and constitute the entire contract. Independent Statue 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 tax, withholding, social security taxes, vacation or sick leave YAnsfits, worker's compensation, ~r 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 according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. indeMnification tractor shall and does hereby agree to indemnify and hold Con harmless the City of Denton from any and all damages, loss, or liability of any kind whatsoever, by reason of injury to property ; or third persons occasioned by any error, omission or negligent act of Contractor, its officers, agents, emploayees, invitees, and other q paraons for whom it is legally liabYe, with regard to the performance of this Agreement, and Contractor will, at its cost and expense, defend and protect the City of Denton against any and all such claims and demands. 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. i 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 tim.; 9 stated in the Proposal, subject to s,.ch extensions of, time as are provided by the General and Special Conditions. The OWNER agrees to pay the CONTRACTOR in current funds the price or prices shown in the Proposal, which forma a part of this contract, such payments to be subject to the General and Special Conditions of the Contract. 0 CA - 2 f 'CSg`~pt a x gtext itli' j~`4 !w•6 T 8 ry{'r4~ y ~y F ~ Z t • .:ardrwaif,wru6:RY.fk~B.Y:~iNYrBa`Niu.:. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: CITY OF DENTON OWN Cl) (SEAL) ATTEST: FLOYD GLENN SMITH CONCRETE CONTRACTOR CONTRACTOR l?0. Ijr,~, ~'~81 MAILING ADDRESS H~OHE NUMBER N 51E =oi/y FAX NUMBER Bx lr)omor, TITLE n 0 ~~?tl r7~lt_ ti ~OY:Q (vE `71k~to 01~/ PRINTED NAME j APPROVED AS TO FORM: (S!TAL) j City Attorney AAA0104D Rav. 07/20/94 CA - z s • PERFORMANCE BOND STATE OF TEXAS S COUNTY OF DENTON S KNOW ALL MEN BY THESE PRESENTS: That FLOYD GLENN SMITH CONCRETE CONTRACTOR of the City of DENTON County of DENTON , and State of TEXAS as PRINCIPAL, and Universal Surety of America as SURETY, authorized under the laws of the State of Texas to act an 'surety on bonds for principals, are held and firmly bound unto the CITY OF DENTON as OWNER, in the penal sum of EIGHT THOUSAND EIGHT HUNDRED FORTY- FOUR AND 00/100 Dollars 8,844.00 ) for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and joverally, by these presents: WHEREAS, the Principal has entered into a certain written contract with the OWNER, dated the 9 day of JULY , 19 6, for the construction of BID a 1918 - CRAWFORD STREET CONCRETE IMPROVEMENTS 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, that if the said principal shall faithfully perform said Contract and i shall in all respects, conditions and agreements in and by said contract agreed and covenanted by the Principal to be observed and performed, and according to the true intent and meaning of said Contract and the Plans and Specifications hereto annexed, then this • obligation shall be void; otherwise to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of the Texas Government Code, Chapter 2253 (Vernon, as currently amended), and all liabilities on this bond shall be determined in accordance with said provisions to the same extent as • if they were copied at length herein. • PB - 1 1 i 6. I mom n 4J. 1 w~iLV "'e~ ' ~j,' M ! M1 PROVIDED FURTHER, that if any legal action be filled upon this bond, venue shall lie in Denton County, State,-of Tuxas. Surety, for value recsivsd, stipulates and agrees that no change, extension of tine, alteration or addition to the terms of 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, extension of time, alteration or addition to the terms of the contract, or to the work to be performed thereunder. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 28 day of Auguat 19 6. rto(4 61canR.`.)o,s;~(~C~l> /QtC`?pyGl/OC!7a/ Univeranl Surety of America Principal Surety ya` Title Title Attorney n Fact Address. P\\U. I~.^Y my Address: P.O. Box 1068 1,1e jri /}L r~6f~~rZ Nnnntnn.. Texas 77291 (SEAL) (SEAL) The name and address of the Resident Agent of Suroty is: 4Amey h xin2 Insurance 430 S. 135 Suite A. Denton, Texas 76205 NOTE: Data of Bond must not be prior to date of Contract. it AMOI04D Rev, 07/28/94 PA 2 a I, ~.w 1, i J~ {1 I PAYMENT BOND STATE OF TEXAS S COUNTY OF DENTON S KNOW ALL MEN BY THESE PRESENTS: That FI,OYD GLENN SMITH CONCRETE CONTRACTOR _ of the City of DENTON -County of DENTON -j and the State of TEXAS as principal, and Universal Surety of America authorized under the laws of the State of Texas to riot as surety on bonds for principals, are held and firmly bound unto 'IHE CITY OF DENTON , OWNER, in the penal sum of EIGHT THOUSAND EIGHT HUNDRED FORTY-FOUR cI an Dof~axs dQlla 40 for the payment whereof, the said Principal and Surety bind themselves and their heirs, administrators, executors, successors and assigns, jointly and severally, by these presents: WHEREAS, the Principal has entered into a certain written contract with the owner, dated the 9 day of JULY 19 96 BID N 1916 - CRA'IATORD STREET CONCRETE IMPROVEMENTS 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, THLREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall pay all claimants supplying labor and material to him or a &ubcontractor in the prosecution of the work provided for in said contract, then this obligation shall be void, otherwise to remain in full forge and effect; • PROVIDED, HOWEVER, that this band is executed pursuant to the provisions of the Texas Government Code, Chapter 2257 (Vernon, as currently amended), and all liabilities on this bond shall be determined in accordance with said provisions to the same extent as if they were copied at length heroin. PB-3 a ~4 ,Z'la `i +.lt §E"at4'✓['J'~at 1A~ n _ _ 2 r SI 1 1J+o} "i •..~i } r y k ,q I p # . I I I l Surety, for value reosived, stipulates "d agrees that no change, extension of time, alteration or addition to the terms of the contract, or to the vork 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, extension of time, alteration or addition to the terms of the contract, or to the work to be performed thereunder. IN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 28 day of August 19 96_. {l fJ JI i ~IUUaG~~nAc3~) AC~un~+rde CR>L1faakf Univurpal o,.• ,.F AmnYirn rr Principal } Surety 8y .41 hill Title Title AttolneLl Fact Address: Py ou /,/S/ Address: P.O. Sox 1068 L1~fliJ~i, 7"y 7 ~vd~ 3 Houston, Texas 77251 I (SEAL) (SE}1L) The name and address of the Resident Agent of Surety is: Ramey 6 King Insurance 830 S, 135 Suite A. Denton, Texas 76205 • ii AAAO194C aev. 07/20/94 PB-4 K 0 ~ • • t M.ADUENANCE BOND THE STATE OF TEXAS S COUNTY OF DENTON S KNOW ALL MEN BY THESE PRESENTS: That FLOYD GLENN SMITH CONCRETE CONTRACTOR as Principal, and Universal Surety of nro ric, ca a corporation authorized to do business in the State of Texas, as Surety, do hereby acknowledge themselves to be held and bound to pay unto the City of Denton, a Municipal Corporation of the State of Texas, its successors and assigns, at Dentonri Denton County, Texas, the sum of EIGHT IIIINDRED EI,JT1'-FOUR AND 40/100 r Dollars 884.40 ten (10%) percent of the total amount of I 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 FLOYD GLENN SOUTH CONCRETE CONTRACTOR has this day entered into a written contract with the said City of Denton to build and construct BID 0 1918 CRAWFORD STREET CONCRETE IMPROVFNIFNTS which contract and the plans and specifications therein mentioned, adopted by the City of Denton, are filed 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 {1 in full herein, and; I WHEREAS, under the said plans, specifications, and contract, it is provided that the contractor will maintain and keep in good repair the work therein contracted to be done and performed for a period of one (1) year from the date of acceptance thereof and do • all necessary backfilling 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 construction of the improvements contemplated by said contractor on constructing the same or on account of improper excavation or backfilling, it being understood that the purpose of this section is to cover all defective conditions arising by reason of defective • materials, work, or labor performed by said contractor, and in case the said Contractor shall fail to repair, reconstruct or maintain said improvements it is agreed that the City may do said work in MB - 1 a xs „ K~~rti ~ F&~Y"c~a o ~ e a. a 3Ye~Y 1 '~y td~e ~h ~ f F ~J~'~ A~ 2•G~h~ 4~ , ~s ~ ~ ~ ~ of a i ~'f~"A~"s sws.; r • R accordance with said contract and supply such materials and charge the same against the said Contractor and its surety on this obligation, and said contractor and surety shall be subject to the damages in said contract for each day0s failure on the part of said Contractor to comply vith the terms and provisions of said contract and this bond. NOW, THEREFORE, if the said Contractor shall perform its agreement to maintain said construction and keep same in repair for the maintenance period of one (1) year, as herein and said contract further provided, effect; othervrisat to remain in full and ce void have and effect. no 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 bavn exhausted and it is further understood that the obligation to maintain said vork shall continue throughout said maintenance period, and the same shall not be changed, diminished, or in any manner affected from. any cause during said time. IN WITNESS WHEREOF, the said Floyd Glenn Smith Concrete Contractor as Contractor and Principal, has caused these presents to be executed by Unlyersal Surety -of Merka and the said universal Surety of America as surety, has caused these presents to be executed by its Attorney-in-Fact Cathy Miller - and the said Attorney-in-Fact has hereunto sat his hand this 28 day of Augumt , 19 96, SURETY: PRINCIPAL: ❑nivereal Surety of America BY: A, A) j 4 lzet, At crna in- , ct • i 4 • • A71110284D Rev. 07/29/94 MB -2 0 a.,rei r 4o 'qt* 0 .08-25-1996 09:35 214 950 9484 UNIVE, 'AL SURETVI OF AMERICA P.02/02 ~ UNIVERSAL SURETY OF AMERICA P.O. BOX 1068 -Houston, TWI77251-1068 GENERAL POWER OF ATTORNEY " CERT11FIED COPT' I uwmeo" TX "1001400 Know All Men by T11ete Presanu, That UNIVERSAL SURETY OF AMERICA, a ocmpoistion duly organized red wbdoe undo the laws of tat Stau of Texas, and having its principal offiu in Houston, Texas, dome by New preanto make, conadtwe and appoint Cathy Miller b trom and ImwfW AttorroWs)-in•Fsot. with foil power and authority hereby oonfmrred In its name, plea and aped to exesati moknowledp and deliver bonds for Prfoelpalt Floyd Olmnn Smith Connote Contruler ObliM City of Denton, TX Amounts $8,844.00 and to bind the company thereby me fully end !o the same axtam w if much bonds wen tiered by the President, misled with the corporals swI of the enmpny and duly mu mad by its eecroury, hereby ratifying and confirming all that the said Anornry(m)-in-Fact may do within the above suNd imitations, Sold sMointmenl u made under ad try authority of the follow,ng resolution adopad by the Board of Dirommi of universti Surety of America M a memllns held on the I I th day of Joly, 191114• "Be It Rwolvsd, that the Pnmidett, and any Vice President, Secretary or any AWVAnt Smcreory, shall be and Is hereby vteud with MII power sad sthoriy to appoint any one or more suitable pwwm as Am may(m)•in-Fool is top 011811 and act for and on behalf of the Cornpny." "RBSOLYBD that the dgnMUrm of ray offloer of the oorporomm and IM teal of the coVersdon may he sflftted or printed by feo"gio so any power of attorney of the ooWstlon, and that much primed faceimills dgnstune and teal shall valid end binding upon the oorporotibn." In WNnwm Whereof, Univmrutl surety of Amerks has taleel thew prewar to be signed by he Prnklenl, John Kea, Jr, and its axtmot,ice wel to be hereto efnstd this ISth day d Apil, AM.* I"S. UNIVERSALSURETY OF AMERICA (Qo ~t r m r Mite of Taxr wt • County M Haryls On this Ifrh day of Apr% in Ibe yur of INS, baton case Rroeda K. Wlihm, a IsoMry public, y John Kass, Jr ~ . 11,111111111 :Mtrumeat ru Treow"l, on tuhtlf the ecrpon"c tbwkm seated eahnmv eem~ allly known m olbe the perpirntlam, a ieu10dd It. • Ndary hbtlc • I. the undersigned Seeret6y o! Universal Suasty of Amerka "by oemfy that the tbove and fotegoln is a full, true slid correct etsp/ of the Original Power of Attorney, istued by mid Company, and do hereby !!other tertiry that the tiW Power of Anomey is 6011 In affect, QIVRN undo my hand zed the toil of said oompny, a Houston, Twee, this 2M day of AUOVST . 19_2L. 0-40- or Ai nI to" E i Por wrif)ahon of the authority of this pmaw you may telephone (713) 722.4400. } I p • I CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It Is highly recommended that bidders confer with their respective Insurance carriers or brokers to determine In advance of Bid submission the eveliability, of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the Insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all Insurance requirements she'A become contractual obligations which the successful bidder shell have a duty tj maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as Indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any Insurance requirements at any time, however, Contractors are strongly advised to make such requests prior to bid opening, since the Insurance requirements may not be modified or waived after bid opening unless a written exception has been submittad with the bid, Contractor shall not commence any work or deliver ■uy material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All Insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained In compliance with these general specifications throughout the duration of the Contract, or longer, If so noted: s e Each policy shall be Issued by a company authorized to do business in the State of Taxes with an A.M. Beat Company rating of at least -A-. e Any deductibles or self-Insured retentions shall he declared In the bid proposal. If requested by the City, the Insurer shat) reduce or eliminate • such deductibies or self-Insured retentions with respect to the City, Its p AM00350 Cl • 1 DEVISED IW12W i • • i Insurance Requirements Page 2 officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related Investigations, claim administration and defense expenses. e Liability policies shall be endorsed to provide the following' Name as additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. e• That such Insurance is primary to any other Insurance available to the additional Insured with respect to claims craered under the policy and that this Insurance applies separately to each Insured against whom claim is made or suit Is brought. The Inclusion of more than one Insured shall not operate to Increase the insurer's limit of liability, • All policies shall be endorsed to provide thlrty(30) days prior written notice of cancellation, non-renewal or reduction in coverage. • Should any of the required Insurance be provided under a claims-made form, Contractor shall maintain such coverage cc-itinuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences drlsing during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required Insurance be provided under a form of coverage { that Includes a general annual aggregate limit providing for claims i Investigation or legal defense coots to be Included in tho general annual aggregate limit, the contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Uabillty Insurance. • Should any required Insurance lapse during the contract term, requests for • payments originating after such lapse shall not be proces!nd until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If Insurance Is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. AAA00350 CI - 2 nEVI/EO 7011M4 VV (I r it • Insurance Requirements Page 3 SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All Insurance policies proposed or obtained In satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 1 (XI A. General Liability Insurance: General Liabllity Insurance with combined single limits of not less than 1.000.000 shall be provided and maintained by the contractor. The policy shall be written on an occurrence basis either In a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Llabllity form (ISO Form CG 0001 current edition) is used: e Coverage A shall include premises, operations, products, and completed operations, Independent contractors, contractual liability covering this contract and broad form property damage coverage. e Coverage B shall Include personal Injury. e Coverage C, medical payments, Is not required, if the Comprehensive General Llabii)ty form (ISO Form GL 0002 Current Edition and ISO Form GL 04041 Is used, it shall Include at least: a Bodily Injury and Property Damage Llablilty for premises, operations, products and completed operations, independent contractors and propertydumage resulting from explosion, collapse • or underground (XCU) exposures. e Broad form contractual Ilability (preferably by endorsement) covering this contract, personal Injury liability and broad form property damage liability, AAA00350 eevaen ionan~ Cl - 3 R , - i f Insurance Requirements Page 4 IX1 Automob6a Liabi ty Insurance: Contractor shall provide Commercial Automobile Liability Insurance with Combined Single Limits iCSL1 of not lass than 500.000 either In a single policy or In a combination of basic and umbrella or excess policies. The policy will Include bodily Injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used In conjunction with this contract. Satisfaction of the above requirement shall be In the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. 1X1 Workers Compensation Insurance Conaractor shall purchase and maintain Worker's Compensation Insurance which, In addition to meeting the minimum statutory requirements for Issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $600,000 policy limit for occupational disease. The City need not be named as an "Additional Insured' but the Insurer shall agree to waive all rights of subrogation against the City its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 In accordance with 1406,096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). • [ I Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Llabliity Insurance policy naming the City a: Insured for property damage and bodily injury which may arise In the prosecution of the work or • contractor's operations under this contract. Coverage shall be on an • AAWS00 Cl - 4 MMD 10112104 , e i s i Insurance Requirements Page 5 "occurrence" basis, and the policy shall be issued by the same Insurance company that carries the vontractor's liability Insurance. Policy limits will be at least combined bodily Injury and property damage per occurrence with a aggregate. [ I Fire Damage Legal Liability Insurance Covetnge Is required If Broad form General Liability lit riot provided or is unavailable to the contractor or If a contractor leases or rents a portion of a City bullding. Limits of not leas than each occurrence are required. [ I Professional Usb[pty Insurance Professional liability Insurance with limits not less than _ per claim with respect to negllgsnt acts, errors or omissions In connection with professlorial services Is required under this Agreement. [ 1 Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall Include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. , (j Additional Ins;trance Other Insurance may be required on &n Individual basis for extra hazardous contracts and specific service agreements. If such additional Insurenue Is required for a specific contract, that requirement will be described In the • "Speolfic Conditlona" of the contract specifications. e ~ e AAAW3W f • i . 1 Insurance Requirements Page 8 ATTACHMENT 1 (XI Worker's Compensation Coverage for Building or Construction Projects for dovernmental Entitles • I A. Definitions; Certificate of coverage ("certificate")-A copy of a certificate of Insurance, a certificate of authority to self-insure Issued by the commission, or a coverage agreement ITWCC-81, TWCC-82, TWCC-83, or TWCC-841, showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, fog the duration of the project. Duration of the project - Includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services in the project ("subcontractor" In 5406.0961 - Includes all persons or entMes performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted dlreotiy, with the contractor and regardless of whether that person has emp;,)yeas. This Includes, without limitation, Independent contractors, subcuntractors, leasing companies, motor carriers, owner-operators, employees A any such entity, or employees of any entity which furnishes persons lo provk±e services on the project. 3 "Services" Include, without Ilmitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not Include activities unrelated to the „ project, such as food/beverage vendors, office supply deliveries, and delivery of portable tcilsts. • 8. The contractor shall provide coverage, based on proper reporting of classlfioatlon codes and payroll amounts and filing of any overage agreements, which meets the statutory roquirements of Texas Labor Code, Section 401.011(44) for all employees of the contractor providing services • on the project, for the duration of the project. • AAMOJ60 ' ~vtsEa ~orun~ CI - 6 s s fI Insurance Requirements Page 7 I i C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a now certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and (2) no later than seven days after receipt by the contractor, a neuv certificate of coverage showing extension of coverage, If the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all requiter) certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity In writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially effects the provision of coverage of any person providing servicea on the project. H. The contractor shall post on each project site a notice, In the text, form and manner prescribed by the Texas Workers' Compensation Commission, Informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. MA00350 C(- 7 MEWIED 10112104 s Insurance Requirements, Page 8 1. The contractor shall contractually require each person with whom It contracts to provide services on a project, to; (1) provide coverage, based on proper reporting of classification codes arni payroll amounts end filing of any coverage agreements, which meats the statutory requirements of 'Gazes Labor Code, Section 401.011(44) for all of Its employees providing services on the project, for the duration of the project; (2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, If the coverage period shown on the current certificate of coverage ends during the duration of the project; (4) obtain from each other person with whom it contracts, and provide to the contractor: (a) a certificate of coverage, prior to the other person beginning work on the project; and !bM a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; e'• (B) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; • (6) notify the governmental entity In writirg by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and i AAA00350 Cl • 8 a 4 7, .vg'., . l Insurance Requirements Page 9 (7) contractually require each person with whom It contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage whom the are providing servlcas. to be provided to the person for they I J. By signing this contract or providing or causing to be provided a certificate I of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reportkng of classification I codes and payroll amounts, and that all coverage agreements will be filed with the appropriate Insurance curler or, In the case of a self-Insured, with f the commission's Division of, Self-Insurance Regulation. Providing false or rrmisicading Information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions Is a broach of contract by the contractor which "loo the governmental entity to declare the contract void If the contractor; does not remedy the breach within tan days after receipt of notice of Breach from the governmental entity. y AIVNM 10112164 s • _J a .y .r ~ A si b + A i r; > 0%, OVQQQC`,Cc4`'0 oco r O~ V R 4 a 4 1 0 QO ~ +F O~ 'ti T 0 H t f QQQ °0°oaooaun~o~cA i , i { 1 ~ j1 x~ ,~y s . • STATE OF TEXAS S COUNTY OF DENTON S NEWSLETTER PRODUCTION AGREEMENT 1 This Agreement for newsletter production services made between the City of Denton, Texas, solely on behalf of the Denton senior Center, 509 N. Hell Avenue, Denton, Texas 76201 (herein known as "CLIENT") and STUDIO BASICS, a proprietor ship' P.O. Box 202383, AGREED AS Arlington, Texas 76006 (herein known as AGENCY FOLLOWS: 1. Appointment of Agency exclusive CLIENT hereby retains and appoints AGENCY to serve as its the Senior Center News official Denton Senior Center twelve page, letter-size (S 1/2" X 1110), newsletter (herein known as "NEWSLETTER") of the CLIENT. CLIENT shall f refer all advertising inquiries incident to the EWSLETTTR to AGENCY. 2. Term This Agreement shall become effective immediately upon signing by both parties and shall continue in force for one year, subject to the cancellation provisions contained herein. Upon completion of the term of this Agreement, CLIENT and AGENCY a agree to negotiate, in good faith, regarding future production of the NEWSLETTER under an annual contract. 9. Exclusive Rights of Service 1 During the term of this Agreement, CLIENT shall not engage any ' other contractor to produce this type of newsletter for the • City of Denton, Senior Center. In exchange f contractor to Spreten- tion of AGENCY as exclusive production the above mentioned NEWSLETTER, AGENCY agrees to use its best efforts to produce same and to secure advertising sufficient to support production of the twelve page NEWSLETTER described in Paragraph 1 hereinabove. b. AGENCY services t A. AGENCY will assume full responsibility for the followtngt (1) Production and collection of sponnor.ship advertis- ing. CLIENT will provide a list of possible leads and exclusions from solicitation. AGENCYOs solici- s r~ _i ,4 iL . Now i r tation of advertising will be primarily by tele- phone, fax or letter contact. (2) Complete printing and production of NEWSLETTER, subject to the provisions stated in Paragraph 6 (Provision for lack of advertising). (3) Provide potential advertisers with written informa- tion regarding CLIENT's publication together with an advertising production and rate schedule upon request. (4) At no time will employees of AGENCY represent themselves as employees of CLIENT. 5. Cost to Client AGENCY shall produce the NEWSLETTER at no cost or pensein CLIENT, except as specifically provided in Paragraph d below. AGENCY shall receive any and all advertising revenue- incident to its production of the NEWSLETTER. CLIENT has entered into the Agreement in order to obtain production of a quality monthly newsletter for the Denton Senior Center while conserving the expenditure of its staff time and the expendi- ture of monies for printing costs. 6. Provision for. Lack of Advertising In the event the number of advertisements for a given issue of the NEWSLETTER fall below three (3), AGENCY will reduce the number of prnes of the NEWSLETTER to eight (8), and furnish the camera-ready anti directly to CLIENT. CLIENT will arrange for and pay the coat of printing directly to the vendor of CLIENT's choice and AGENCY will retain any advertising revenues collect- ed for said issue. In this event, CLIENT agrees to furnish twenty-five (25) copies of NEWSLETTER to AGENCY in order to assist in future advertising sales. This determination shall be made by AGENCY at the end of v business on the 20th day of each month and will be immediately communicated to CLIENT. 7. Advertising Restrictions za CLIENT wishes to exclude tie following specific businesses or categories of advertisers from participation in advertising in the NEWSLETTER. AGENCY agrees to refrain from contacting said r establishments for advertising in the NEWSLETTER or to accept I advertising from samei current NEWSLETTER sponsors, alcohol or tobacco ads, political candidates or political issues, or from competing programs. Page 2 • I • 8. Production Guarantee AGENCY guarantees to produce a minimum of seven hundred (700) copies of each issue of the NEWSLETTER for the CLIENT. Production deadline dates for each issue will be finalized by no later than the 15th day of each month. Any change in the number of copies to be produced will require 45 days advance notice to AGENCY, since advertising rates are based upon this figure. 9. CLIENT Responsibility to Assist A. A list of potential advertisers and a list of previous advertisers will be provided to CLIENT within io days following the Agreement date, the sole purpose and use of said lists to be used in soliciting advertising for thc~ NEWSLETTER. Said lists shall include vendor's name, address, phone number, and contact p rson. CLIENT will provide a referral list of advertisers to AGENCY, but advertisers are not limited to this list. CLIENT reserves the right to refuse any advertising deemed inappropriate for any reason. 8. CLIENT will provide AGENCY with any available past issues of previous newsletters to be used by AGENCY in advertising solicitation. C. CLIENT will furnish to AGENCY a Letter of Relationship on CLIENT's letterhead, said letter to outline the relation- ship between the CLIENT and the AGENCY. This letter may be us,ad by AGENCY as a letter of authenticity to support sales efforts. D. All internal information to be included in the NEWSLETTER will be provided to AGENCY no later than 10 working days in advance of the printing deadline date. . E. Every attempt will be made by CLIENT to assure that 7f provided information be accurate in spelling, and other essential and nonessential information be correct. AGENCY will edit information for grammatical and obvious typo- graphical errors. CLIENT will have the opportunity to t proofread NEWSLETTER before it is printed. AGENCY agrees to make changes indicated by CLIENT prior to publication. F. AGENCY will deliver the number of NEWSLETTERS requested by r CLIENT from AGENCY's production location to CLIENT's location at no cost to CLIENT. G. AGENCY may use CLIEFT's name on lists of current AGENCY accounts, in reference and promotional materials, and { Page 3 i • agrees to promptly furnish to CLIENT a copy of any and all such materials in which AGENT has referred to CLIT7NT as a customer or client. H. CLIENT agrees to promptly refer to AGENCY any inquiries it receives regarding advertising in the NEWSLETTER. 10. Termination and Riyhts of Parties on Termination A. If for any reason the CLIENT shall cancel publication during the term of this Agreement, the AGENCY shall indemnify, save and hold CLIENT, its officers and employ- ees, harmless from lose, liability or financial respons- ibility. It shall be the AGENCY's sole responsibility to reimburse advertisers in the event of cancellation of publication. B. This Agreement will remain in effect under the terms specified herein unless either party, at its sole discre- tion, terminates this Agreement by giving thirty (90) days advance written notice to the other party. C. If this Agreement is terminated prior to completion of the services to be provided hereunder, AGENCY shall immediately cease all services. q 11. Independent Contractor AGENCY shall provide services to CLIENT its an independent contractor, not as an employee of the CLIENT. Consultant shall not have or claim any right arising from employee status. 12. Miscellaneous Provisions A. Venue of any suit or cause of action arising under this Agreement shall lie exclusively in Denton County, Texas, This Agreement shall be construed in accordance with the laws of the State of Texas. • B. The CLIENT and AGENCY have read and understand and agree to 1 C all terms within the body of this Agreement. Thi•, is the entire Agreement of AGENCY and CLIENT regtcding the production of the NEWSLETTER. s, C. This Agreement is executed in duplicate originals. • IN WITNESS HEREOF, CLIENT, the City of Denton, Texas has oaused • this Agreement to be executed by its duly authorized City Manager and AGENCY, Studio Basics has executed this Agreement by its duly authorized owners and proprietors on this the y day of Ctti.~ j1996. Page 4 r b v r i « 3 l ` tc et ~pf~r ~ 3 z a <,~E~ ~ ^s ~U,~i~l.s.~;+y 'tom t`' .i K ~fW. '4 .f" Y>i f P a~ ;k f ~Y✓•i t£ i` '-2j I Cj~' 19 1 a A l y2 n.•srm+'rsm`a'Rasa,5>u'd.frrtYi44A,iF.r"'I,f.6ZUiPAi'`ar7A{(ffi!b`'7SA.~is~?1fPr'tlyk4%'31f:71}tl~~ri'~Yl'C1r''+'^FYBVa`ttlshtlu~tt.r~k+Wtalta~Y'a:.. i f. I; CITY OF DENTON, TEXAS' BYt TE BENAVIDES, CITY MANAG R~ i' ATTESTt JENNIFER WALTERS> CITY SECRETARY f > By l c APPROVED AS TO LEGAL FORM HERBERT L. PROUT'd, CITY ATTORNEY STUDIO BASICS f-7 C THY T OMAS, PR MAL BY t .~l~ J Z' t^ t-^ k~ OBERT > F I tyy~ E 5.,. d:\Wm=0\K\MEWLTA yAOA f t Page 5 qt i r r . Y, 6- "'T, qypmT 77 ,:t ~t 9 2.4 t~- 1:~, d -r.. ~ c a"a k i=s •r f~.e' x rs * s ' c 0 E NaoCO C C o CM y d j OoOO~OQQ~~~a~Q~~oo a Z i i it 1 I j Pi 1 7 3. e ~ n l1 4 I • r City of Denton CSJ: 2250.01.019 LP 288: From 1H 35E To Colorado Blvd STATE OF TEXAS " CITY OF DENTON " AGREEMENT FOR LOOP 288 THIS AGREEMENT, is made by and between the Staic of Texas, acting by and through the Texas Department of Traasporwilon, hereinafter called the "Staid" ani The City of Denton, acting by and through its duly authorized officers, hereinatercalled the "City." WITNESSETH THEREAS, the State is empowered under extsGng law to construct and operate the State Highway System far public use and benefit; and WHEREAS, the City desircx the improvmnenm to Loop 288 from III W to Colorado Boulevard, as shown in "iixhibit A," h be hereinafter idenllfled as the "Project"; and WHEREAS, the State will prepare the enginecring plans. Ict the construction contract, provide the construction inspertion, and assmne the responsibility for the malntenanco of the completed facility; and WHEREAS, the titan and the City an slatutorify authorimd under Article 6613c, V.T,C,S. to enter this agreement for the purposes defined herein; / THEREFORE, in earraidenttion of the mutual convents and agreumonts of the parties hereto, to he by them respectively kept and perfonned as hereinafter set forth, it is agreed as follows: AGREEMENT 1. CONTRACT PE&I0 r This agreement becomes effective upon final execution by the Slaw and will terminate upon final complofian of the , 0 Project or unless terminated or modified ns hercinaftor ptovfdcd. • 2. SCOPEOFpFOJ C , l 0 'r. y= ~ mow, c~ :.I . A. The State and the City agree that the scope of the Project will be I invited to the scope authorized by the Texas Transportation Commission. 8, The Project will be designated a part of the Stale Highway System; however, any existing city suset within the Ilmitr of the Project will not be designated or incorporated therein prior to the State's award of the conmuuct ion contract. C. The City will contoruo to provide maintenance for all City Su eetm within the limits of the Project until the State's award of the conal ruction contract. 3. MN$.MUCTION A. The State will adveruse forconranrction bids, issue hid proposals, rccels: and tabulate the bids and award acontract for construction of the Project in accordance with existing procedures and applicable iaws. Any change orders or supplomental agreements which may becorno neccsw y subsequent to the award of tho construction cotarnet will be subject to the approval of tho Slate. N. The Slaw will supcrviso and inspect all work perforated by Ihr ccnslruclion contractor and will provide such engineering, inspection and Lemming services as may ba; required to ensure that the construction of the Project is accomplished in accordance with the approved P.SAL. C. Upon completion of the project, the State will continue to assume responsibility far the malntunanco of the completed highway facilities. 4, MAINTENANCE Upon completion of the Project, the State will continue to assume responsibility for maintenance of the completed highway facilities. 5. FI H DINQ RE45PONS1BILJTIES A. The city will be responsible for all costs amccimed with the actual conmruciion of the culorized•toxturimci concrete and the applicable engineering and contingencies, Sixty (00) days prior to tiro date set by the Slate for receipt and letting of the eonauuction contract, the State will notify the City that the Itmding should be made available. Within thirty (30) i g days from receipt of the Stata'm written notification, the City will deliver a check o i warrant made payable to the "Texas Department of Tranrgronation," amount equal to the estimate constrwim costs, • O H. If upon rcr;oipt of the bids by the Slaw and/or during actual construction of the Project it is determined by the State 2 , r cos i that additional funding is required from the City, the State will notify the City. The City will provide the additional funds to the Sotto within thirty (30) days from roecipt of the State's written notification. C. After the completion of the Project, the State will perform an audit of all costa associated to the wnsiruction of the Project based on its standard accounting procedures. Any excess funds provided by the City will be re turned to the City within thirty (30) days from completion of the audit, 6, rONTU AND OWNERSHIP OF THE PROJECT The development, construction and maintenance of the Pro eel will be an integral part of the State Highway System Wid j thus under the ownetship, control and jurisdiction of the States The State assumes full and complete control ea to the conisruction and preparation of tho Project. The Swtc does not purport to conveyor sasign any interest or right of j ownerst,ip of the completed highway facility to the City, its successors or assigns. The Project maybe modified, relocated, closed andlor removed at the Sts.c's solo discretion. The State will not be held responsible to the City for any relmbuu sememt of funds in the event the Project is mcdi [icd, relocated, closed andlor removed. 7. OWNERSHIP 3 DO . 1 E.NTS Upon completion or termination of this agreement, all documents prepared by the State will remain the property of the Sialo. All data prepared under this agreement will he made availablo to the State without restrictiun or limitation on their further use. 8, TERMINATION A. This agrooment may be terminated by any of the following conditions: (i) By mutual written agrcemeni and consent of both parties. (2) By the Stine upon determination that construction of tho Project is not fatvible or IS not in thin beat interest of the State and the tiaveiing public. i • (3) By either party, upon the failure of tho other party to fulfil the obligation as set forth herein. .t B. The lamination of this agreement will extinguish all rights, duties, obligations and liablliliea of the Stoic and City under this agreement. If the potential of this agrcroment is due to the failure of the City to MR Its contractual obligatinrt is set forth herein, the Shno will notify the City that possible broach of the contract has occur's'. Tho City should make ovety effort to remedy the breach as outlined by the Stale within it period mutually agreed upon by both parties. I 3 P r a L "y na4 ~j 3 o4Sd~ #k 1- rqm- a tin d; , w;S-r . " x- k F y~ '+SpY, .r mac. T S as & 3 Y.: ati: S m. r All S I 9. INDEMNIFICATION To the extent by taw, the City will indemnifv and Savo hannlcss the State, its cfficers, employees, agents and contractors from all claims and liabilities due to the activities of the City, its ofticem rnployees, agents and contractors performed r under this agreement and which result from an error, omission or ncpter, acts of the City, its officers, employees, agents and contractors. Additionally, to the extent pormitted by law, thr r will savo harmloss the State, Its officers, 7 employees, arms and contractors from any and all expenses, h Auding attomeys fees and coup cost which may he incurred by the State in litigation or otherwise resisting said claim or liabilities which might he imposed on the Stale as the result of such activities by the City, its officers. employees, agents or contractors. 10. AMENDMENTS Any changes to the time 11mmo, character, agreement provisions (a• obligations of the partica will be enacted by written amendment executed by both the City and the State. 11. LEGAL CONSTRI M ON In case one or more of the provisions contained in this agreement will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or uncsforccabihty will mot affect any provisions hereof and this agreement will be construed m If such invalid, illegal or trienforeeable provision had never boen contained herein. 12, NOTICES All notices to either party by the other required under this agreement will he deltvercd personally or sent by cerfl ned or U.S. mail, portage prepaid, addresses to such op-, di the following respective addreas: State: Texas Department of Transportation 9710 Bast R.L, Thornton Frctway • Dallas, Texas 75228 i City : City of Denton ~ I air if 221 N, Elm Denton, Texas 76201 i All notices will be deemed given on the date so r!elivtxed or so &positod in the moil, unless otherwise provided hereltt. • i iiher party heroto may change their above address by sending a i utcn notice of such change to the other in lha manner E N 4 S 1 1 1 1 provided herein. 13. SOLE ACREEbiENT This agreement constitutes the solo and only agreement hetween the parties hereto and supersedes any grit r understandings or written (moral agreeinems respecting the within subject matter. [N TESTIMONY HEREOF, the parties hereto have caused these presents to be executed in duplicate counterparts, Til ' OF DENTON, TEXAS By; Rick Svehl,a Typed Nantc Acting City Manager Title 1/2/96 pate ATTEST: ,Ignature City Secretary _ Title Till's STATE OF TEXAS Executed for tho Fxecutive Director and approved by the Toxas Transportation Communion under authority of Minute s; Order No. 100002 and Adnunh;INive C'Ircular26.93, for the purpose and effect oroctivating andcarrying out the orders, established policies or work programs heretofore approved by the Texas Transportation Commlaslon. i' el , [Slip ~ Da aalllslrictl:ngincer ~ 1 it, hate d s: }4 ~ ^i}*:4~,•~" > ~ A °~+J} SSA'. Vrl A n 'o °~t X++74 { r ~A,i Ct > ,w gL"°t y w.i#.'4Y. f d 'S f R'~xs~t Iii ,~~F YAy4 ts) ° t y "Sf? V e '3 Y#t- J4+ YS{ d 'gv 2,. eyty+g}~y y 4 1 R~1~ `f .L~lyS uj?l4 h yy~aFr ~xS } 4 <t s vS S^ ~ £ Pte; y er . ~ ~ '"'a r~¢,:4 $ ~ t a ' ¢ 4 Y,;ft ' t a sl'fk # s y`3-°,~k`t' .Far-k} z 'V- ' f S x. Y FU W. mt Texas Department of Tra~spo r ` P.O, BOX 3067 • DALLAS, TEXAS 76221.30e7 • (214) 320.8100 2624 W. Prairie, Denton, Texas 76201 January 22, 1996 JAN24 > Control: 225(J-01-019 _p Hijhway: Loop 288 Limits: From IH 35E to Colorado Blvd. County, Denton?. Jerry Clark, P.E. Director of Engineering and Transportation XG i City of Denton 221 N. Elm cirv r 001i4l Denton, Texas 76201 Y Ql va! Dear Mr. Clark: j Enclosed is the Lily executed agreement for the colored-texturized concrete on Loop 288, i We estimate the total cost of the colored-texturized concrete, engineering and contingencies, and contract administration to be $14,490.02. Please make a remittance in this amount payable to the 1 Texas Department of Transportation and send it to the above Denton addrew if you have any questions please contact David L. Hensley, P.E. at (817)387-1414, Sincerely, a • Claud . Isom Ili, P.S. Area Engineer Enclosure ~ W TGW (aCAe►c f i An Ec u) owflunity Employer krrf ` j It a+ ` 5~ w~ y t 1 A~ C if L~t~~e In~sA s l ,rA ,--,r garb r = . , - c~++ h drr M1Ga ail; 6 y+ q> a ! n S+ s fl C h 5 a,r ad Pill tsgt, 'rv+Lg~Ya.~ab' ys _ ~4 w c"{P F'~S. s. 1 '~at4. r rr- r 1 1 1 ~<<,~;COCCnllGpO~ 1 ADO N Ok o v d CZ3 ~ooaaooaaoo 4 t i S 1 j~ l 1 1 1 { i 1 I ~q k, . i 1 b „ E7 S'i, . v 1•,, &.w"F cF'K n dY. . t y~NEGF~ mow. ~rA j CI!H1 Is Ms,4IEI.1. baaa'I I11VT UIRIAIM TEXAS HISTORICAL COMMISSION It O. IfUX 1:716 APS 11 N. IV%.1S 7$711 2216 )TLI.f-,I'H UNCI !177M11-ri1iN) IPA%I 312 163 GpV5 1H81 AY TSI INfqo.1s 49N91l I)Ui CONTRACT FOR SERVICES - URBAN MAIN STREET PROGRAM 1. PARTIES TO THE CONTRACT This contract and agreement concerning the Denton Main Street Program is between the City of Denton, Texas (hereinafter referred to aQ the City of Denton) and the Texas listorical Commission, Main Street Department (hereinafter referred to as THC. If. STATEMENT OF SERVICES TO BE PERFORMED BY THC 1. TI1C shall provide the Denton Main Street Program with training for a local Main Street Program Manager and an assistant, including Main Street manager training and/or Graduate courses, a summer training seminar, and a fall training conference, 2. THC shall provide staff visits from the Urban Main Street Project Director, the Urban Main Street Architect and the Marketing and Design Specialist" These visits will assist with goal setting, project evaluation and display techniques. THC will also provide facade sketches and consultations with building and business owners. 3, THC shall provide the Denton Main Street Program recognition through listing in all Texas Main Street publications, 4. THC shall provide the Denton Main Street Program Manager with the Main Street "Weekly Update," the network communique. 5. This contract shall cover services provided by the THC to the City of Denton and to the City of Denton for the benefit of the Denton Main Street Program from January 0 15 1996 through December 31, 1996. r r 'Ac State agency for) istoric Preservation 'l z 4. :!::`a 1tt 4...:,'!tf v 1r... h. -:'.1; 1:J A'%.: J.'b*+"! ~ .aT.: -h 4l en s. . cONTRACT MR SRRVEM 1W city o-d Denton - Pay. 2 111. STATEMENT OF RESPONSIBILITIES OF THE CITY OF DENTON I: The City of Denton shall employ a full time Main Street Program Manager and shall cause the Denton Main Street Program Manager to complete the training segments provided by the THC. 2. The City of Denton shall employ a full time Assistant Main Street Program Manager and shall cause the full time Assistant Main Street Program Manager to complete the training segments provided by the THC. 3. The City of Denton shall cause monthly reports co-signed by the Denton Main Street Program Manager and the Executlve Director of Planning and Development of the City of Denton to be submitted to the THC by the 10th day of the following month. 4. The City of Denton shall continue to demonstrate Its financial commitment and its ability to fund the project to the satisfaction of THC. 5. This contract shall require that the aforementioned responsibilities be met by the City of Denton for the period of January 1, 1996 through December 31, 1996. IV. CONTRACT AMOUNT The City of Denton shall pay THC a stipend in the amount of $1,500 that shall defray the cost of TIIC staff time and exp.nses for the services provided by THC to the City of Denton for the benefit of the Denton Main Street Program. V. BASIS FOR CALCULATING PAYMENTS Payment shall be made to TIIC in one lump sum of $1,500 within 30 days upon execution of this contract, VI. TERMINATION Either party shall have the right to terminate and bring to an end all performances to be r rendered under this contract by notifying the other party In writing at least ten (10) days in advance of termination date. 4i VII. ACCESSIBILITY OF RECORDS AND INSPECTION OF WORK THC shall have the right at all reasonable times to Inspect or evaluate the work being performed in the Denton Main Street Program arxl the City of Denton guarantees It will ensure such right. • j r, 1 i jw ~ 1^h ry {LSk s 6 z yiF } x ~ha~} ht' Y~ l f ...Mn.+11N.N VleeA w.Y r_ :n... n. .mrn ..l'•J:^liliA!(.Yi«'y9N1Y+`4l119y F1(Y{'R1'Y:V NNripYYlr~Y! L CONTRACT POA SERVICES - 1996 Cily of DMWn - Pne T 2. The City of Denton, by and through its authorized representatives, shall have access and right to examine any and all records, files, books, documents or other materials that it would otherwise have the right to examine under the Open Records Act, VIII, CHANGES AND AMENDMENTS Any alterations, additions, or deletions to the terms of this contract shall be in writing and signed by both parties. i ? THE UNDERSIGNED PARTIES BIND THEMSELVES TO THE FAITHFUL PERFORMANCE OF i { THIS CONTRACT, t CITY OF DENTON, TEXAS TEXAS HISTORICAL COMMISSION 5 ' By; By: :)~-46 City Manager Executive Director Date: _ Date: 1F~lT-- Agency Contact Date: ~ zo~i A By: al Officer • Date: 1G _ Approved as to form: CITY OF DENTON, TEXAS TEXAS HISTORICAL COMMISSION. MAIN STREET DEPAR'T'MENT v City Attorney ssis nt Attorney General to f Texas Approval Date: Approval Dater r~' N71-11 1-14 1 4 t K• f ' Ner,.rvx....v Hr t ' °N,I a 31a. _Ia.~rJ'>:~VM.n %uo .e.. .r, n . v t r n_ e .u. IParV1w a na r r r 4 I o a a *-r& oOp0~ zi °~~~~4QDOOOO~~~p y a c ,Sr i, 7 f - .•...wnrn:: ~ r. Y^:, ,;'b ..'C'r,r t ~'~Nt#~~~~~yap }~~~~M~~~~~1~''Sl+` §~9~~'t ~~~yk~Y~~( 4 010 y W e • A~ STATE OF TEXAS 5 COUNTY OF DENTON g LETTER OF AGREEMENT FOR PROFESSIONAL LEGAL SERVICES TO ASSIST THE CITY OF DENTON IN MARCUS CABLE'S REQUEST FOR A CABLE TELEVISION RATE INCREASE This letter of agreement with the City of Denton, a Texas municipal corporation ("municipality") and Varnum, Riddering, Schmidt F. Howlett, L.L.P., Attorneys at law ("consultant") sets forth our mutual understanding of legal services to be provided municipality jointly with other municipalities in the Fort Worth area on the proposed Form 1240 rate increase recently filed with municipality by Marcus Cable ("Marcus"). This letter also describes how this representation relates to the group effort in which consultant will jointly be representing several municipalities and the basis on which consultant will be paid. Consultant will provide services for municipality as follows; As a part of the group of communities served by Marcus involved in this effort, consultant will represent municipality on the proposed 1240 rate increase as set forth in consultant's letter to Fort Worth of March 1, a copy of which letter is attached hereto and made a part of this letter of agreement for all purposes. The scope of these services may be changed from time to time by mutual agreement, This agreement shall commence on the date it is executed. Consultant's engagement with municipality may be terminated by municipality or consultant at any time, upon notice in writing, sent through regular mail at the addresses below, subject to the provision below about being billed through the end of the calendar month in which termination occurs for ease of billing purposes. Municipality S.Ai3A1alC City of Denton Varnum, Riddering, Schmidt & Howlett. ATTN: City Manager ATTN: John W. Pestle Y • 215 E. McKinney P.O. Sox 352 Denton, TX 76201 Grand Rapids, MI 49501-0352 Municipality underatauds that consultant will be representing other municipalities in the Fort worth area served by Marcus on the proposed rate increase. These municipalities have similar interests, believe they can achieve enhanced effectiveness, cost ` • reduction, and mutual benefits through joint representation and for convenience are referred to collectively as the Marcus Communities or "the group", John Pestle will oversee this matter on behalf of the consultant and will use the services of other attorneys in the consultant's firm or non-attorney legal asaistance as the consultant deems appropriate. Consultant will bill municipality monthly as follows: Consultant will hill for work for the group as a Y.hole using x , 1. v J' • consultant's standard rates for such work (subject to the fee restrictions of consultant's March 1 letter). Those rates currently range from $55 to $255 per hour. Mr'. Pestle's rate is $240 per hour. This bill will also include any out of pocket expenses incurred on the gro,ir's behalf plus internal charges as consultant's standard rates for same for such items as copying, long distance calls, word processing, staff overtime, messenger services, faxes, and the like. Municipality will be billed for municipality's share of the bill based on the number of Marcuo subscribers in municipality's community compared to the number of subscribers for all the communities in the group during that month. Total billings to the group, including all fees, costs, and out of pocket expenses, will not exceed $8,000, and municipality's share shall be twelve percant (12k) of the total bill, or approximately $960. All bills will delineate the hours worked by each member of consultant who does work on this matter, with a narrative descrip- tion of the servicez performed. Nothing herein shall require municipality to pay for services which it determines are not within the scope of services act forth herein or are not performed in accordance with the terms snd conditions of this agreement. Although municipality may terminate consultant's services at any time, due to the difficulty in segregating costs partway through a month, municipality agrees to pay for municipality's share of the costs through the end of the month in which municipality termi- nates, The terms of consultant's bills are net 30 days, unless any portion of the bill is dispute, in which event, the bill shall be due 30 days from the time the dispute 'is resolved. If municipality has any questions on the bills, it will contact consultant immediately. This agreement shall be interpreted under the laws of the State of Texas, and any litigation involving name shall be tried in a court of competent jurisdiction in Denton County, Texas. IN WITNESS WHEREOF, the par.tien have executed this agreement in multiple copies, each of which shall be deemed to be an original of r equal force and effect. By executing this letter of agreement, the partied represent the person -signing same has thr- authority to execute the document-in the capacity shown on the document. CITY NTON, T XAS DATE: 9 G RICK S , ACTING CITY MANAGER Page 2 u 3 x"t r i " W v!Akt ~ it r ' silo de `fear i~ ~ - ~ ?,~8 w t ~t':. I dl T z 4 a.Sy i r fi r- f~ it t 1$ ° n t -y M t a _i- 3 y t~cy k a vFa oi. r SSZt T,~ r ft ' r ! r. r r+ t t r, c r ~I fit{ . ,LV~~a Nii4At4.1Rr4?#Jlii•.b7iWww.4a«.w«V.rv ?...,,.,,.a _ . ...,...r.LJf ~.:Lt.. .f..rw+..w.+.a......, Y,,, ynNL f~.. , f>.% j' r 1 r i VARNUM, i2TDDERIZIG, SCHMIDT & HOWLETT E i DATE : r .~A~7SL._ JOHN ESTLE Its: Partner APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY ~I BY: a; r,: I ,f p., i RI\MPDOCS\K\CAALR.R Page 3 ~rnary~, t rp~ ~ . , s. f , ~ "