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HomeMy WebLinkAboutFY-1999 k ~ 1 ii 1999 Contracts I w~ws s I ' I 6 1999 CONTRACTS tt: 1. Adult Day Care of North Texas, Inc. 2. Aids Services of North Texm, Inc. 3. Application Control Engineering 4. Binkley & Barfield, Inc. 5. Jim Boyle 6. Boys and Girls Clubs of Denton County 7. Community Food Center, Inc. 8. Ccurt Appointed Special Advocates of Denton County 9. Denton County Children's Advocacy Center 10. Licnion County Mental Health and Mental Retardation Center 11. Denton Family Resource Center, Inc. 12. Denton Independent School District 13. Fairhaven Retirement Home, Inc. 14. Freese and Nichols, Inc. 15. Freese ane Nichols, Inc. 16. Fulbright & Jaworski 17. Leslie Ilate 18. 1laythe & Curley 19. I lelpNET 20. Keep Denton Beautiful, Inc. 21, Lloyd, Gosselink, Blevins, Rochelle, Baldwin & Townsend 22. Lockard & %'hite 23. REACII.Inc 24. Retired and Senio; Volunteer Program 23. Riding Unlimited, Inc. 26. Salvation Army, Inc. - Denton Corps 27, Secretary of the Army (Lewisville Lake) 28. Secretary of the Army (Lewisville Lake 29. Shimck, Jacobs& Finklea, LLP ' 30. Sickle Cell Disease Association of America 31. TxDOT 32, T%DOT 33. S. Toub & Associates 34. TWU CARTS f 33. The Washington Group 36. XTG _ hiatus Origlnmi VsuitFiling Hot File drawer 0 tilicrofkhe 1'ee-brewer i4 i i o 0. voaaaaaa i 0 c i b 1 I 1999.2000 CDBC SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND ADULT DAY CARE OF NORTH TEXAS, INC. 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, hereinaf- Icr refeiTed to as CITY, and Adult Day Care of Nn th Texas, Inc., 3809 Camelot Street, 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 author- i~cd budget for expenditure of funds for daytime health care and social services for chronically ill or impalrcd adults; and WHEREAS, CITY has designated the Community Devel,ipment Office as the division responsible for the administration of this Agreement and all matters pertain;ng thereto; and WHEREAS, CITY wlshcs to engage CONTRACTOR to carry out such project; NOW. THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the eondit;ons hereinafter described, I, 7'ERA! This Agreement shall commence on or as of October 1,-1999, and shall terminate on September 30, 2000, unless sooner terminated in accordance with Section 26 "Termination", 2, RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and and by acti% reference, described a sal sfactoryra Statement cMcicntantia ncr as d6erm ned by CSI Y, In incorporated herein i rdance with the terms herein, CITY will consider CONTRACTOR'S executive officer to be CONTRAC• TOR's representative responsible for the managemcnl of all contractual matters perlahting hereto, unless Hritten notification to the contrary is received from CONTRACTOR, and ap- proved by CITY. The CITY's Comntunily Development Administrator will be CITY's representative ra sponsible for the administration of this Agreement, W R w r l' o 3. CITY'S OBLIGATION A. Limil of L10111ty. CITY will reimburse CONTRACTOR for expenses incurred pur- suant and in accordance with the project budget attached hereto as Exhibit B and incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all pay mcnts and other obligation; made or incurred by CITY hereunder shall not exceed the sum of S 12,000. B, Afeasure of Lisbillly. 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, subject to the limitations and provisions set forth in this Section and Section 7 of this Agreement. (1) The parlics expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Development Illock Grant ("CDBO") funds to meet CITY's liabilities under this Agreement. If ade- quate 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 Subsec- tion A of this Section or terminate the Agreement. If CDBO funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under this Agreement. (2) It Is expressly understood that this Agreement in no way obligates the General fund or any other monies or 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 dale, or after the ending date sped. fled in Section 1; (c ) is not in strict accordance with the terms of this Agreement, Including all exhibits attached hereto; (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date Is earlier; or ~ rr! Aft' ` , ~ r (e) is not an allowable cost as defined by Section l l of this Agreement or the project budget. 2 I C? , i A (4) CITY shall r of be liablo for any cost or portion thereof which Is incurred with respect to any activity of CONTRACTOR requiring prior written authorization form CITY, or after CITY has requested that CONTRACTOR fumish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to pro- ceed. (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. 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A. CONTRACTOR unlerstands that funds provided to it pursuant to this Agreement are funds which have been made a.ailable to CITY by the Federal Government (U.S. Department of Housing and Urban Development) under the He sing 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 accrues and certifies that if the regulations and issuances prom- uigatcd pursuant to the Act are amended or revise!, it shall comply with them, of notify CITY, as provided in Section 24 of this Agreement. CONTRACTOR agrees to abide by the conditions of and comply with the requirements of the orrice of Management and Budget Circulars Nos. A•110 and A•122. H. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton. 5. 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. 13. The person or persons signing and executing this Agreement on behalf of CON- TRACTOR, do hereby warrant and guarantee that he, she, or they have been fully am?rorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and le- gally bind CONTRACTOR to all terms, performances and provisions herein set forth, I 3 l t+ U t Y C. CITY shall have the right, at its option, to either t:mporarily suspend or permanentl lerninate this Agreement if there Is a dispute as y the person to the legal authority of either CONTRACTOR CITY for any signing money it the has receiAgreementved la front ter into this Agreement, CONTRACTOR is liable to C Agreement if CITY has suspended or terminated CITY this for performance the of the reasons provisions enumerated of this this Section In 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 63 resources, services, or other benefits which would cutedhave been available to, or provided through, C0~7fRACTOR had this Agreement not been exe- , 6. PERFORMANCE SY 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 13, attached hereto and Incorpo. rated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in nc- cordance with all other terns, provisions and requirements of this Agreement. No modifications or alterations may be made in the Work written approval of the City's Community Development Administrator'atemeni without the prior 7. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $12,000 for services rendered under this Agreemenl. CITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days after CITY has received supporting documentation. CONTAACTOR's failure to request reimbursement on a timely basis may jeopardize present or future funding, Funds are to be used for the sole pLrpose of providing daytime health care and social sen ices for chronically ill or impaired adults. U. Excess Payment. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time IhereaAcr determines: i (1) has resulted In overpayment to CONTRACTOR; of 1 A A~, ` r ±z f2} has not been spent strictly in accordance with the terms of this Agreement; or 4 r , 4 • l (3) is not supported by adequate documentation to fullyjustify the expenditure. C. Disallowed CostslRevenlon of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disap- proved as a result of eny auditing of monitoring by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such amount to CITY within ten working days of a written notice to CONTRACTOR, which specifies the amount dis- allowed. If CITY finds that the CONTRACTOR is unwilling and/or unable to comply with any of the terms of this Contract, the CITY may require a refund of any and all money expended pur• suant to this Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days ore written notice to CONTRACTOR to re- vert these financial assets. The reversion of these financial assets shall be In addition to any other remedy available to CITY either at law or in equity for breach of this Contract. Refunds of disallowed costs may not be made from these or any funds received from or !hrough CITY. D. Obligation of Funds. In the event that actual expenditure rates deviate from CON- TRACTOR's provision ore corresponding raver of performance, as specified in Exhibit A. CITY hereby reserves the right to reappropriate or rccap;ure any such underexpended 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 15 working days following the close of die Agreement period. CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. 8. WARRANTIES CONTRACTOR represents and warrants that; A All information, reports acid d-,a heretofore or hereafter requested by CITY and fur- nishcd to CITY, are complete and accurate as of the date shown on the Information, data, or re- rh,rt, and, since that dale, have not undergone any significant change without written notice to CITY. D. 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 (rate 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 othenviae, In the financial condition of CONTRACTOR, i '.~tr1' rr C. No litigation or legal proceedings are presently pending or threatened against CON- TRACTOR. S 1 1 -a Y l Y D, None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existir,q 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 Agreemenl, F. None of the assets of CONTRACTOR Is subject to any lien or encumbrance of any character, except for current takes not delinqumit, except as shown In the financial statements furnished by CONTRACTOR 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, 9. COVENANTS A, During the period of time that payment may be made hereunder 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; (t) Mortgage, of otherwise encumber or su pledge, fiat to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre- existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets cd' CONTRACTOR which are allocated to the performance 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 tease all or substantial part of its assets. (4) Make any advance or loan to, or incur any liability for any other firm, person, f entity or corporation as guarantor, surety, or accommodation endorser. f (5) Sell, donate, loan or transfer any equipment or item of personal property put- chased with 'ids paid to CONTRACTOR by CITY, unless CITY authorizes such trans- fer. B. Should CONTRACTOR use funds received under this Agreement to acquire or Im• prove real property under C'ONTRACTOR's control, CONTRACTOR agrees and covenants 6 t t u u , (t) That the property shall be used to meet one of the national objectives stated In 24 CFR $70 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 this property less any portion of the value attributable to expenditures of non•CDBO funds for acquisition of, or improvement 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. 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly and specifically in the performance of and in comp.iance 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 conatilite prior written approval, even though certain items may appear herein. CITY's prier written authorization Is re- quired in order for the following to be considered allowable costs: (1) Encumbrances or expenditures during any one month period which exceeds one-fifth (1/5) ofthe total b,tdget 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 or 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. (1) Any fees or payments for consultant services, (8) Fees for attending out of town meetings, seminars or conferences, I/, try Written requests for prior approval are CONtRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY. CONTRACTOR must obtain 7 4 I C, I I I I e written approval by CITY prior to the commencement of procedures to solicit or purchase serv. Ices, equipment, or real or personal property. Any procurement or purchase which may be ap- proved u tder the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. If. PROGRAM INCOME: A. For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement or from CONTRACTORSs management of funding provided or received hereunder. Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, income produced from contract-supported services of individuals or employees or from the use or sale of equipment or facilities of CONTRACTOR provided 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 in- come in the same manner as required for other contract funds, and reported to CITY In the for- mat 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 mill be deducted from the regular reimbursement request. C. CONTRACTOR shall include this Section In its entirety in all of its sub-conlracis which involve other income-producing services or activities. D. It is CONTRACTOR'S responsibility to obtain from CITY a prior determination as to %%hclher 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 Cl I-Y, 12. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, sepa- rate, and complete disclosure of the status of the funds received under this Agreement, In com- pliance with the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR shall Include the substance of this provision in all subcontracts. 1%' n I 8 c c B. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pert,ining to the operation of programs and expenditures of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility fur retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement, l), At any reasonable time and as oflcn as CITY may deem necessary, the CONTRAC- TOR 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, exam- ine, 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. 13. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall Nmish 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 dclail client information, Including race, income, female head of household and other statistics required by CITY. The financial re- port shall include information and data relative to all programmatic and financial reporting as of ' the beginning date specified in Section 1 of this Agreement. Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit ' an audit conducted by independent examiners within ten days suer receipt of such. 1.1. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACPOR's performances under this Agreement. B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensw a adherence by CONTRACTOR to the Work Statement, and Program Goals and Objec- tivcs. which are attached hereto as Exhibit A, as welt as other provisions of this Agreement. C. CONTRACTOR agrees to cooperate fully with CITY in the devebpment, Implemen- tation and maintenance of record•koeping systems and to provide data determined by CITY to be A r r necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities. 9 4- 1 I s D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CI1 Y in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff. E, Aficr each official monitoring eisit, CITY shall provide CONTRACTOR with a writ- ten 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 working days of re- ceipt by CONTRACTOR. 15. DIRECTORS' MEETINGS During the terms 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 descrption of the matters to be discussed. CON fRACTOR 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 i within ten working days of approval. 16. INSURANCE A. CONTRACTOR shall observe sound business practiced with respcrt to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. 9. 'fhe premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall ba covered by premise liability Insurance, com- monly refersd to as "OwnerfTenant" coverage with CITY named u an additional Insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve altemate insurance cover. j age arrangements. ! C. CONTRACTOP. will comply with applicable workers' compensatloa statute and will obtain cmploycrs'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 ve- hides owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who f are requlred to drive a vehicle In the normal scope and course of their employment must posk" a valid Texas driver's license and automobile liability Insurance. tvidence of the employee's 10 c~ 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 rs 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 of change in the policy at least thirty (30) days prior to such change or cancellation. 17. 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 30 days of the effec- tive date of this Agreement. B. CONTRACTO t shall comply with all applicable equal employment opportunity and aMrmative action laws or regulations. C. CONTRACTOR will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts far 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 re- quirements, CITY may cancel or terminate the Agreement in whole or In part, and CONTRAC- TOR may be barred from further contracts with CITY, g. PERSONNEI. POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for ex- amination. Such personnel policies shall: A, Be no more liberal than CITY's personnel policies, procedures, and practices, Mud. ing policies with respect to employment, salary and wage rates, working hours and ho;Idays, 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 i CITY. N 0 It f t~ i, I 19. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body pres. enily 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 em- ployed or appointed as a member of its governing body. B. CONTRACTOR further covenants that no member of is 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, par. ticularly those with which he has family, business, orother tics. C. No officer, member, or employee of CITY and no member of its governing body who crercises any function or responsibilities in the review er approval of the undertaking or carrying out of this Agreement shalt (1) participate in any ; ::Ision relating to the Agreement which af- / fats is 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. 20. 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" In- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister, 21, POHI ICA1. 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 politi- cal activity (including, but not limited to, an activity to further the election or defeat of any can. didate for public orrice) or any activity undertaken to influence the p issage, defeat or final con. merit of legislation. B. None of the performance rendered hereunder shall involve, at, ' ii portion of the funds received by CONTRACTOR hereunder shall be used for or applied dir, '.ty or Indirectly to the construction, operation, maintenance or administration, or be utilized + i as to benefit In any manner any sectarian or religiots facility or activity. 12 v 4 22. PUBLICITY A. Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advertising medium shall stale that the U.S. Department of Housing and Urban Devel- opment's Community Development Block Grant Program funding through the City of Denton has made the project possible. B. All published material and written reports submitted under this project must be origi- nally developed material unless otherwise specifically provided in this Agreement, When mate- rial not originally developed is Included in a report, the report shall identify the source in the body of the report or by footnote. This provision is applicable when the material Is in a verbatim or extensive paraphrase format. All published material submitted under this project shall Include the following reference on the front cover or title page: This document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States De- partment of Housing and Urban Development. C, All reports, documents, studies, charts, schedules, or other appended documentatioi to any proposal, content of basic proposal, or contracts and any responses, Inquiries, correspon- dcnce and related material submitted by CONTRACTOR shall become the property of CITY t upon receipt, 23, FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub- mitting any application for funding in accordance with the following procedures A. When the application is In the planning stages, CONTRACTOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds. B. Upon award of or notice of aware, whichever Is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) con- tracted hereunder, Such notice shall be submitted to CITY, in writing, within ten working days of receipt of the notice of award or fundi,tg award by CONTRACTOR, togethrr with copies of the budget, program descripf and Agreement. 13 cu 1. `t I t C. CONTRACTOR shall not use funds provided hereunder, whether directly or indi- rectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior wrillen consent of CITY. 24. CHANCES 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 thct 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. CON- TRACTOR 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 Agree- ment, 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 information, 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 Stale, 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 smend- ment 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 AA hich may include an increase or decreased in the amount of CONTRACTOR's com- pcnsation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. P. Any alterations, deletion, or additions to the Contract Budget Detail Incorporated in Exhibit B shall require the prior written approval of CITY O. CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least 30 calendar days in advance of the change. 11, 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 tot any program .A'. contracted hereunder not the transfer of funds between or among said programs will be permit. 1rr ted. • I 14 1 cI i I 25. SUSPENSION OF FUNDING i Upon determination by CITY of CONTRACTOR's failure to timely and properly per. form each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten working days written notice to CONTRACTOR, withhold further pa;:ncnts to CONTRACTOR. Such notice may be given by mail to the Executive Officer and the Board of Directors of CONTRACTOR. The no- tice shall set forth the default or failure alleged, and Ot 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 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 com- pliance, the provisions of Section 26 may be effectuated. 26, TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this p:vagraph; (1) CONTRACTOR's failure to attain complier ce during any prescribed period of suspension as provided in Section 25. 1 (2) CONTPACTOR's violation of covenants, agreements or guarantees of this 1 Agreement, (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 unsatisfactory financl.; condition as to endanger perform. ance under this Agreement; (b) has allocated inventory to this Agreement substantially exceeding rea. sonable requirements; (c ) is delinquent in payment of lazes, or of costs of performance of this Agreement In the ordinary course of business, is I I e c 1 (S) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institution 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 4, and Section 24(b), of this Agree- ment. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRAC• TOR 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 source specified in Exhibit B. B. CITY may terminate this Agreement for convenience at any time. If this Agreement is laminated 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 com• pensation exceed an amount v, hich bears 'he same ratio to the total compensation as the services actually perfomred 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 COMPACTOR depends for performance hcrewider. CONTRACTOR may op!, within the limitations of this Agreement, to seek an al!crnative 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 dA• ' fined in a contract between CONTRACTOR and the funding source In question. CONTRACTOR may temminate this Agreement upon the dissolution of CONTRAC• TOR's organisation not occasioned by it breach of this Agreement. D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or other. Wise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement. CITY shall nut be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever Incurred after the termination date listed on the notice to terminate referred to in this paragraph. E. Notwithsta,tdiug any exercise by CITY of its right of suspension or terming :an, , 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 Cll l may withhold any reim• burscmcni to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR Is agreed upon or otherwise determined. I 16 { it v I 27. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any per. son(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two working days alter being notified of such claim, de- mand, 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 ei- Ihcr pcisonally or by mail. 16. INDEMNIFICATION A. it Is expressly understood and agreed by both parties hereto that CITY is con- tracting with CONTRACTOR as an Independent contractor and that as such, CON- TRACTOR 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 mecount of, may claims, audit exceptions, demands, suits or damages of any character whatsoever resulting In whole or In part from the performance or om[asion of any employee, agent or represses. relive of CONTRACTOR. 8. CONTRACTOR 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 arlsing 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 contrac- tors. 29. MISCELLANEOUS A, CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim prising thereunder, to any party or parties, benk, 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 rcmaln 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 fail- # !'r r ure of CITY to insist in any one or more Instances upon the terms and conditions of this Agree- 17 E 6 c i i A ment constitute or be construrl 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 ar.y right, power, privilege, or rem- edy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or reme- dies 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 t. lachmetits, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, un- derstanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unlefs properly executed In writing, and if appropriate, re- corded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto per. taining to the interpretation or meaning of any part r f this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY as the pp -#y ultimately 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 communleatioris and notices among the parties shall be deemed made if sent postage paid to the parties and address am forth below, TO CITY: TO CONTRACTOR City Manager Executive Director City of Denton Adult Day Cart of North Texas fix. 115 E. McKinney St. 3809 Camelot Street Denton, 'texas 76201 Denton, Texas 76201 0. This Agreement shall be interpreted in accordance with the laws of the State of Texas and iue of any litigation concerning this Agreement shall be in a court competent Jurisdiction siltinf + Denton County, Texas. J'NESS OF WHICH this Agreement has been executed on this the .Lf'_ dsy of _.SLS~ 1999. ~7Y OF bENTON BY, MIC AEL W.1 CI ANAOER ~ t~ J~~ : o I l8 f~ I c I I 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO ED AS TO LEGAL FORM: HERBERT L,P~PP~ROUTY, CITY ATTORNEY BY: ADULT DAY CARE OF NORTH TEXAS INC. BY: EX IVE t,7 0R ATTEST: u BVARD SECRETARY r r .w ~rtrbt:rniar a a.~eca.nw.n~ ~n w s. . 19 4y a t~ City of Denton - CoM=Lty DwOlopmant Division Quall6ing Income Limlte for Federally Assisted Programs IFY 1992.2000 i City of Denton - Community Devetopmeot Division Qualifying Income Limits for Federally Assisted Pmrrsms rr isse.soou Maximum Income Levels Family Moderate Income Low Income Very Low Income biremely Lon income 8114 00%-86%AMI 6511-S1%AMI 50%-31%AMI 30%1 BelowAMl i 1 $32,800.526,501 $26,500.120,351 $20,350.312,201 312 00 or Below 2 $31,250.330,251 $30,250.323,301 $23,300.513,951 $13,950 or Below 3 $41,900334,051 $34,050.320,201 126,200 30,700creslow 4 $40,550.331,851 331,650 .329,101 3201100.5171451 $11,460 or Below 5 $50,300.340,651 340,650. $31,451 $31,450.315,851 SION or Below 8 $54,000.543,901 5430 .333,751 $33,750.520,251 $20,250 of Below 1 167,750 1148,000. 136.101 $38,100.321,651 32i* or Below 6 $81,450.540,051 549,950438,401 338,400-323,051 $23,050 or Below Souroe U.8 Deparlmen! d ouetn0 and Urban Nvek>?ment Effecsve Oclobet 1 1IN f , fl / V ~f i r EXHIBIT "A" WORK STATEMENT ADULT DAY CARE OF NORTH TEXAS, INC, • Adult Day Care of North Texas will provide daytime health care and social services to low, to moderate-income functionally Impaired adults who are residents of Denton, • The Program will be designed to restore, maintain and stimulate the client's independence while providing support and relief to family caregivers. • Adult Day fare will assist each of its clients in maintaining his or her maximum Independ- ence, • Adult Day Care will provide services to adults over the age of 18 who need a safe, secure daytime atmosphere while family members are working, or need respite from the stream of caring for functionally impaired loved one, • Adult Day Care will provldc supervision of client medications, health care assessment, per- sonal care, rehabilitative senices and exercise, recreation and support services, nutritious snacks and noon meal, and medical supervision. • Adult Day Care of Nurth Texas, Inc, will comply with all local, slate and federal regulations for adult day care centers, , t. • r. J f tV i 1 EXHIBIT "B" BUDGET ADULT DAY CARE OF NORTH TEXAS Adult Day Care of North Texas will receive reimbursement from the city on a fee for service ba• sis for clients who are residents of the City of Denton. The amount reimburw for each unit of service provided will be based on the following, the billing rate (currently $40.00/day) minus the client contribution of $25,36 (Medicaid or client fee) Is equal to the amount eligible for relm. burmaent Billing rate - contribution -City Reimbursement $40.00. $25,36 - $14,64 (City Reimbursement per client per day) 4 Adult Day Care of North Texas w711 request St4,64 per day for City of Denton residents served. A total of $12,000 may be re,mbursed to Adult Day Care of North Texas, I f r ~ t ~~f~CA0000C~j~ 4k ~r 4 0 % $d a ti ~7 ti 1 a N i 4 4~Occc34?TTT ~OQQQQ(}~~~ S i c~ 1999.2000 CDBGSERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND AIDS SERVICES OF NORTH TEXAS, INC. This Agreement is made and entered into by aid between the city of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinaf ler referred to as CITY, and AIDS Services of North Texas, Inc., 616 Ft, Wutth Drive, Denton, Texas 16201, 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 1 of the Housing and Community Development Act of 1914, as amended; and i WHEREAS, CITY has adopted a budget for such funds and included therein an author. iz,d budget for eApcndituro of funds for the AIDS Services of North Texas Nutrition Center; and WHEREAS, CITY has designated the Community Development Office as the division responsible for the administration of this Agreement and alt matters pertaining thereto; end WHEREAS, CITY wishes to engage CONTRACTOR to can out such project; NOW, THEREFORE, the panics hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. ' rmt 'this Agreement .hell commence on or as of October 1, 1999, and shall terminate on Scptcutbcr 30, 20W, unless suuuer tenninatcd in accordance with Section 26 "Termination". 1. RESPONSIBILITIES CONTRACTOR herchy, accepts the responsibility for the parformartce of all services and activities described in the Work Statement attached hereto as Exhib;t A, and Incotporeed herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the lenlis herein. CITY will consider CONTRACTOR's executive officer to be CONTRAC- r TOR's representative responsible for the management of all cot-►,tctual matters pertaining hereto, unless written notification to the contrary Is received from CONTRACTOR, and ap- p roved by CITY, I he ('ITY's Community Development Administrator will be CITY's reptesentative re- aponsible for the administration of tltls Agreement. i u i c 1 3. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR for expenses Incurred pur. suant and in accordance with the project budget attached hereto as exhibit B and incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all pay menls and other obligations made or incurred by CITY hereunder shall not exceed the sum of $10,000. B. Slessure 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, subject to the limitations and provisions set forth in this Section and Section 7 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 ("CDBO") funds to mm CITY's liabilities under this Agreement, If ade- quate funds are not available to make payments under this Agreement, CITY shat! notify CONTRACTOR in writing within it reasonable time after such fact has been determined, CCI'Y may, at its option, either reduce the amount or its liability, as specified in Subsec- lion A of this Section or lerminale the Agreement, If CDBO funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under this Agreement. (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or 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; was incurred prior to the beginning date, or after the ending date speci- fied 1n Jectinn 1; (c ) is not in strict accordance with the terms of this Agreement, Including all exhibits atlncheff hereto; (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date is earlier; of (e) is not an allowable cost as defined by Section I I of this Agreement of the project budget. t~~ 2 c0 r , R (4) 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 form CITY, or after CITY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to pro- cced. (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. 4, 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 aLcordance with an approved Gmnt Application and specific assurance;, 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 accrues and certifies that if the regulations and t; nuances prom- ulgated pursuant to the Act are amended or revised, it shall comply with them, of notify CITY, as prof iu. d in Section 24 of this Agreement. CONTRACTOR agrees to abide by the conditions of and comply with the requirements 01 the Oi ice of Management and Budget Circulars Nos. A•110 and A.122, B. CONI RACTOR shall comply with all applicable federal laws, taws of the State of Tcxas and ordinances of the city of Denton, S, 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, B. I'he person or persons signing and executing this Agreement on behalf of CON- T RACTOR, do herchy 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 end It. ' ir+ gally bind CONTRACTOR to all term,, performances told provisions herein set forth, 1 ~ - t 3 I 1 l C. CITY shall have the riht at its Option to either ICITnina a this Agreement if there gs a, dispute to the legal authority of either CONTRACTOR or the person signing the Agreement to enter inlo 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 .carve to reduce the resources, services, of other benefits which would cutedhave, been available to, or provided through, CONTRACTOR had this Agreement not been exe- 6. PERFORMANCF.BYCONTRACTOR CONTRACTOR will provide, oversee, administer and catty services set out in the WORK STATEVENT, attached hereto add Incorporatedehere ntifor and purposes as Exhibit A, util!zing the funds described In Exhibit B, attached hereto and Incorpo- ! rated herein for all purposes and deemed by both parties to bo necessary and aufticient payment far full and satisfactory performance of the program, as determined solely by CITY and in ac- cordance with all other terms, provisions and requirements of this Agreement, No n,Mifications or alterations may be made in the Work Statement without the ptfor written approval of the City's Community Development Administrator. 7. PAYMFNTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum r amount of money totaling 510,Wo for services rendered under this Agreement. CITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days aAtr CITY has received supporting documentation. CONTRACT'OR's failure to request reimbursement on a timely basis may jeopardize present or future funding. Center, Funds are to ba used for the sole purpose of the AIDS Services of North Texas Nutrition CITY w workin CI1 Y'slrequest,any an eof money~Cj 0 s shall paid by CITY andiwhicth CITY atgan days e thcreaficr delcrminesr y time (I) has resulted In overpayment to CONTRACTOR; of 0 (2) has not been spent strictly In accordance with the terms of this Agreemant; or 4 c r F c (3) is not supported by adequate documentation to fullyjU:tify the expenditure. C. Disallowed Costs/Reversion of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disap- proved 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 working days of a written notice to CONTRACTOR, which specifies the amount dis. allowed. If CITY finds that CONTRACTOR is unwilling andlot unable to comply with any of the terms of this Contract CITY may require s refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remaining un:xpendod funds which shall be refunded to CITY within ten working days of a written notice to CONTRACTOR to revert these financial assets. The reversion of these financial assets shall : e in addition to any other remedy available to CITY either at law or in equity for breach of this C,ntract. Refunds of disallowed costs may not be made from these or any funds received from or through C11 Y. D, Obligation of Funds. In the event that actual expenditure rates deviate Irom CON. TRACTOR's provision of a corresponding level ofperfornwnce, as specified In Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such under expended funds. F. 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 fifteen working days following the close of the Agreement period, i ONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOP,, e. WARRANTIES CONTRACTOR represents and warrants that; A. All information, reports and data heretofore or hereafter requested by CITY and far. nished tc CITY, are complete and accurate as of the date shown on the Information, data, or re- port, ire, since that date, have not undergone any significant charge without written notice to C1 lot. It. Any supporting financial statements heretofore requested by CITY and famished to Cif Y, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date shown on said report, and the result-t of the operation for the period coves' by the report, and that since said date, there has been no material change, adverse or otherwise, to the ftnsnclal i condition of CONTRACTOR, t+ S C~ C. No litigation or legal proceedings are presently pending or threatened against CON. TRACTOR, D. None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agrccmcnl of CONTRACTOh . 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 or these representations and warranties shall be continuing and shall be deemed to have becu repeated by the submission of each request for payment. 9. COVENANTS I A, During the period of time that payment may be made hereunder aad so long as any paymems 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 A. r suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter squired by It, or permit any pro- existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR whlch are allocated to the performance of this Agreement and with i ' respect to which CITY has ownership hereunder, i (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due. 11 {3} Sell, convey, or lease all or ubstanlie) part of its assets. ~ (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser. (S) Sell, donate, loan or transfer any equipment or item of persona) property pus chased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such trans. fcr. rr, 13. Should CONTRACTOR use funds received under this Agreement to acquire or Im•'~ ~r prove real properly under CONT RACTOR's control, CONTRACTOR agrees and covenants: t 6 r~ 1 t' 1 t (1) That the property shall be used to meet one of the -itional objectives stated in 24 CFR 370 until August 31, 2006. i (2) That should CONTRACTOR transfer or otherwise dis;ose of said property on or before August 31, 2006, CONTRACTOR shall reimburse CITY in the amount of the fair market value of this property loss any portion of the value attributable to expenditures of non•CDBO funds for acquisition of, or improvement to, the property, C. CONTRACTOR agrees, upon written request by CITY, to require its employees to ato r.a training sessions sponsored by the Community Development Office. f 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly and 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 re- quired in order for the following to be considered allowable costs: (1) Encumbranc.i or expenditures during any one month period which exceeds one filth (1!5) of t, total budget as specified in Exhibit S. (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 anv contract service cxtcnding 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 Aare conducted. (3) 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. rr, <~rr` (8) Fees for attending out of town meetings, seminars or conferences. } A n 7 t I f Written requests for prior approval are CONTRACTOR's responsibility 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 serv- ices, equipment, or real or personal property. Any procurement or purchase which may be ap- proved under the terms of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. dl, PROGRAM INCOME A. For purposes of this Agreement, program income means comings 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 e'r lease fees, income produced from contract-supported services of individuals or employees or from the use or sale of equipment or facilities of CONTRACTOR provided as a result of this Agreement, and payments from clicnt+ or third parties for services rendered by CONTRACTOR under this Agr<^ment. 11. CONTRACTOR shall maintain records of the receipt and disposition mf program In- come in the same manner as required for other contract funds, and reported to CITY In the for• mat 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. 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 C17Y for the repayment ofany and all amounts determined by CITY to be program Income, unless otherwise approved In writing by CITY. 12, MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, sepa- rate, and complete disclosure of the status of the funds received under this Agreement, In com- pliance wIt!r the provisions of Exhibit D. attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide in detail full suppoe and justification r~ for each expenditure, Nothing in this Section shall be construed to relieve CONTRACTOR of A', o fiscal accountability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR s' ill include the substance of this provision In all subcontroets. 8 r r 1 f B, CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for f < c years. 1 i C. Nothing In the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility for retaining acr orate 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 CONTRAC• TOR shall make available to CITY. HUD, or any of their authorized representatives, all of its records and shall permit CITY, HUD, or arty of their authorized representatives to audit, exam- inc, 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. I j. REPORTS AND MORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such simcments, 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 detail client Information, including race, income, female head of household and other statistics required by CITY. The rnanciat re- port shall include information and data relative to all programmatic and financial reporting as of tl : beginning date specified in Section t of this Agreement, Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit on audit conducted by Independent examiners within ten days after receipt of ouch, 1/. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACTOR', performances 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 Ooali and Obj&- lives, a hick are attached hereto as Cxhibil A, as well as other pro,lslons of this ".greement. t C. CONTRACTOR agrees to cooperate fuily wi+h CITY In the development, Implemen- tation and maintenance of record-keeping systems and to provide data determined s,y CITY to be necessary for Cl'fY to effectively fulfill its monitoring and evaluation responsibilities. 9 r a c, 1 it D. CONTRACTOR ag,rea to cooperate in such a way so as not to obstruct or Y delay CITY in such monitoring and to Jesignate one of its staff to coordinate the monitoring process as requested by CITY btaff. F. ARer each official monitoring visit, CITY shall provide CONTRACTOR with a writ- ten report of monitoring findings. r, CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within rive working days of re- ceipt by CONTRACTOR. l S. DIRECTORS' 111EETINCS During the terms of this Agreement, CONTRACTOR bhall 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 , ( tice, and shall include an agenda and a brief description of the matters to be discussed. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' mcclings. Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten working days of approval, t 6, INSURANCE A, CONTRACTOR shall ohs ~ivt sound business practices with respect to providing such bonding and insurance as would provide adequate covcrrge !or services offered under this Agreement. B. The premises on and in which the activities described In Exhibit Aare coneicted, and tare employees conducting these activities, shall be covered by premise liability insurance, eom• monly referred to as "Ov;ncr/Tenant" coverage with CITY named as an additional insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate Insurance cover. age arranger :nts. C, CONTRACTOR wall comply with applicable workers' compensation statues and will obtain employers' liability cot crage where availabl9 and other appropriate liability coverage for program participants, if applicable, 1), CONTRACTOR will maintain adequate and continuous liability insurance on all ve• ` A t n Holes owned, leased or operated by COMRACTOR. All employees of CONTRACTOR who /r arc required to drive a vchloie in the normal scope and course of their employment must possess 10 i i i i 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 C'ONTRACTOR's riles, E. Actual losses not covered by insurance as required by this Section are not allowable costs under Ibis 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 of change in the policy at least thirty (30) days prior to such change or cancellation. 17. 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 30 days of the effec- tive date of this Agreement. B. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. C. CONTRACTOR will fumish all information and reports requested 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. ll, In ttie event of CON7 RACTOR's r.on-compliance with the non-discrimination re- quirements, CITY may cancel or terminate the Agreement in whole or in part, and CONTRAC- TOR may be barred from further contracts with CITY. 18. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for ex- awination, Such personnel policies shall: A. Be no more liberal than CITY's personnel policies, procedures, and practices, inetud- ing policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefit.,, vacation and sick leave privileges, and travel; and B. Be in writing and shall be approved by the gaveming body of CONTRACTOR and by i 11 1 r 19. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its goven: ng body pres- ently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to he performed under this Agreement. CONTRACTOR further covenants that in the performance of Ctis Agreement, no person having such interest shall be em- ployed or appointed as a member of its governing body. B. CONTRACTOR further coven,-,t:; t' at no member of its governing body or its staff, subcontractors or employees shall possess - i • ;ttst in or use his position for a purpose that is or gives the appearance or being motivated by desire for private gain for himself, or others, par- ticularly those with which he has family, business, orother 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 cr approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which af- foots is personal intcrest 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. 20. 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" in- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child. half-brother and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY A. None orthe performance rendered hereunder shall involve, and no portion of the funds received by CON TRACTOR hereunder mall be used, either directly or indirectly, for any politi- cal activity (including, but not limited to, an activity to further the election or defeat of any ean- iidalc for public office) or any activity undertaken to influence the passage, defeat or final con- tent of legislation. B. None of the perfomnance 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 i manner any sectarian or religious facility or activity. A, 12 i t~ I 22. PUBLICITY A. Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or other j advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advertising medium shall state that the U.S. Department of Housing and Urban Devel- i Opment's Community Development Block Grant Program funding through the City of Denton has made the project possible. B. All published material and written reports submitted under this project must be origi- nally developed material unless otherwise specifically provided in this Agreement. When mate- rial not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote. This provision is applicable when the material is in a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page, This document is prepared in accordance witn the City of Denton's Community Development Block Grant Program, with funding received from the United States De- partment 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, correspon- &nce and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. 23. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub- mitting any application for funding in accordance with the following procedures: A. When the application is in the planning stages, CONTRACTOR shall submit to CITY a dcscription of the funds being applied for, and the proposed use of funds. B. Upon award of or notice of award, A hichcvcr is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) con- tracted hereunder, Such notice shall be submitted to CITY, in writing, within ten working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement. f , F3 u r C. CONTRACTOR shall not use funds provided hereunder, whether directly or indi- rectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior written consent of CITY. 24. CHANGES AND AMENDMENTS I A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terns 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. CON- TRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total manetary obligation of CITY under this Agree- ment. 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 information, 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. I D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or rcgulatiort.e pursuant hereto may occur during the terns of this Agreement. Any such modifications arc to be automatically incorporated into this Agreement without written amend. men[ 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 decreased in the amount of CONTRACTOR's com- pensation. Such changes shall be incorporated in a written amendment hereto, 09 provided in Subsection A of this Section. F. Any alterations, deletion, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY. G. CONTRACTOR agrees to notify CITY of any proposed change In physical location for work performed under this Agreement at (cast 3t? calendar days in advance of the change. i H. CONTRACTOR shall notify CITY of any changes in personnel or governing board composition. r~ 1, It is expressly understood that neither the performance of Exhibit A for any program A. contracted hereunder nor the transfer of funds between or among said programs well be permit- fed. I ~ i 14 i r ~ t, t 25. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly per- form each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten 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 no- tice 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 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 com- pliance, the provisions of Section 26 may be effectuated. 26. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumera?ed in this paragraph: (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section 25. (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: (a) is in such unsatisfactory financial condition as to enAanger perform- ance under this Agreement; (b) has allocated inventory to this Agreement substantially t,~xceeding rea- sonable requirements; (c ) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business, ` n 13 C c~ (5) Arpointmeni of a trustee, receiver or liquidator for all or substantial part of CONTRAC fOR's property, or institution of bankpptcy, 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 4, and Section 24(D), of this Agree- ment. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRAC- TOR 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 i?ic effective date of termination. Simultaneous notice of pending termination maybe made to other funding source specified in Exhibit B. B. CITY may terminate this Agreement for convenience at any time. If this Agreement is j terminated by CITY for convenience, CONTRACTOR will be paid an amount not to e.,tceed the total of accrued expenditures as of the effective dale of termination. In no event will this com- pensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made, C. CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder. CONTRACTOR may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was i.it occasioned by a breach of contract as defined herein or as de- fined in a contract between CONTRACTOR and the funding source in question. CONTRACTOR may terminate this Agreement upon the dissolution of CONTRAC- TOR's organization not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or other. wise 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 listed on the notice to terminate referred to in this paragraph. F. Notwithstanding any exercise by CITY of its right of suspension or terrninetion, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by A of any breach of the Agreement by CONTRACTOR, and CITY may withhold sly relm- - e bursenicnt to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined, 16 r oil i i 4 27. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, si it or other action is made or brought by any per- son(s), firth corporation or other entity against CONTRACTOR, CONTRACTOR shall gibe written notice thereof to CITY within two working days after being notified of such claim, de- mand, 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 addressc_ 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 ei- ther personally or by mail. 28. INDEMNIFICATION A. It Is expressly understood and agreed by both parties hereto that CITY Is con- tracting with CONTRACTOR as an independent contractor and that as such, CON- TRACTOR shall save and hold CITY, Its officers, agents and employees harmless from all liability of any mature or kind, Including costs and expenses tor, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting I In vrhole or in part from the performance or omission of any employee, agent or represen- lath a of CONTRACTOR. i B. CONTRACTOR agrees to provide the defense for, and to Indemnify and hold j harmless CITY Its agents, employees, or contractors from any and all claims, suits, causes 1I of action, demands, damages, losses, attorney fees, expenses, and liability aching out of the use of these contracted fum s and program administration and Implementation except to the extent caused by the willful act or omission of CITY, Its agents, employees, or coutrac- tors. JI 29. MISCELLANEOUS A. CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any intere.:t 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 orthis Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full fort - 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 fait- ~'-1 r urc or Cl LY to insist in any one or more instances upon the terms and conditions of this Agree- i 17 I I l sr 1 \ i ment constitute or be construed in any way to be a waiver by CIT ( of any breach of covenant or default which may then or subsquently be committed by CONTRACTOR. Neither shall such payment, act, or omission in any manner impair or prejudice any riiht, power, privilege, or rem- edy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or reme- dies are always specifically preserved. No representative or agent of CITY may waive the effect of this provision. I i D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, un- derstanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanding, 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 appropriate, re- corded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto per- taining 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. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set forth below: j TO CITY: TO CONTRACTOR; City Manager Director City of Denton AIDS Services of North Texas, Inc. 215 E. McKinney St, 616 Ft. Worth Drive Denton, Texas 76201 Denton, Texas 76201 0. 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 competent jurisdiction sitting in Denton County, Te.ras. I % 'NESS OF WHICH this Agreement has been executed on this the ; u • day of .1999. CITY OF DENTON BY, M L1 MANAGER Ar' { is c G A e ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: I APP ED AS TO L50At FORM: i HERBERT L. PROUTY, CITY ATTORNEY BY: l , &f6j/- i ( I AIDS SERVICES OF NORTH TEXAS, INC. I BY: EXECUTIVE DI OR ATTEST: I O RD CRETARY SMfAcwrmYfmlrr4 ~rl eervkq 0..e ' .:..Aa I9 I I~ II i I j o II I k City of Denton-Community Development Dividoo Qualifying Income Limits for Rderally Ambled Programs PY 1!l94dat1 Maximum Income Levels Fam4 Moderah Income Low Income Vary Low Income Estrw * Low Income size 80%-86%AMI 85%-51%AMI 50%-31%AMI 30%ABelow AMl 1 $32,600.526,501 $28,500.520,351 $20,350.512,201 $12,200 or Below 2 $37,250.530,251 $30,250.$23,301 $23,300.543,951 $13,950 or Below 3 $41,900.534,051 $34,050•$28,201 $26,200.$15,701 $15,700 or 39low 4 $48,550.537,851 $37,850.$29,101 $29.100.517,451 $17,450 or Bft-W 5 $50,300.$40,851 $40,850.531,451 !31,450•$18,851 $18,850 or Below 8 554,000 • $43,f^1 $43,900 • $33,751 $33,750.520,251_ $20,250 or Below 7 $57.760-V' 31 $48,900 • $38,101 $36,100.1121,651 $21,650 or Below 8 $61,450-I JS1 $49,950.$38,401 $38,400-$23,051 $23,050 orBebw Source U S. Departr.,enl olHouernp and Urban Devebpmenl Effective October! 1999 I i t I t , i I i V I i f, it r I I EXHIBIT "A" WORK STATEMENT AIDS SERVICES OF NORTH TEXAS, INC. ■ To provide stable nutrition to low to moderate income residents of Denton who have docu- mented HIV positive status and to their family members who are impacted by HIV. I ■ To give each client access 'o the Nutrition Center once a week during regular open hours. ■ To provide home delivery to clients who are unable to visit the center in person. ■ To provide at least 1400 t nits of service to 100 AIDS Services clients who are residents of Denton for the term orthis contract. ■ To insure that nutrition provided maets all federal, state and local standards. ■ To provide monthly contact by a Wellness Coordinator or Cast Manager to each client re- ceiving Nutrition Center services, I i i r 0 I 1 I I 8 EXhIBIT °B" BUDGET 1 AIDS SF RZ ICES OF NORTH TEXAS, INC. j j Nutrition S10,000 Includes canned foods, milk, meat, nutrition supplements for client use I i i f i O~fia1OC oA4'p~ ~ g 4 ~y O E N Otero N t'4~00~ 00aooauo~' . , - - _ ~ ~ ~~f ~J tI~ f 0 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO THE SCADA SYSTEM COMPUTER AT THE CITY OF DENTON'S WASTEWATER TREATMENT PLANT THIS AGREEMENT is made and entered into as of the S day of Ly*,,, 1999, by and between the city of Denton, Texas, a Texas Municipal Corporationn,, with its principal offices at 215 East McKh ey Street, Denton, Denton County, Texas 76201 (hereinafter "OWNER"); and Application Control F,,igineering, with its address being P. 0. Box 497562, Garland, Dallas County, Texas 75049 (hereinafter "CONSULTANT,'); the parties acting herein, by and through their respective duly-authorized officials and representatives. WITNESSETIL that in consideraron of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows: t ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, I and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set forth herein are in connection with the following described project (the "Project"): The P•-)ject shall include, without limitation, professional engineering work pertaining to the SCADA system computer located at the City of Denton Wastewater Treatment Plant, es more particularly described in Exhibit "A" attached hereto. ARTICLE I SCOPE OF SERVICES The CONSULTANT shall perform the following basic services in & professional manner: A, The CONSULTANT shall perform those services identified and described in the Scope i, of Services, the same being set forth in a one (1) page letter dated lamtaty 8, 1999, from ",-n Wise of CONSULTANT to B. J. Kiser, an employee of the OWNER, sack letter is attached hereto as Exhibit "A", which letter is incorporated herewith by reference. ' B. If there is any conflict between the terms of this Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the said Exhibit "A". ~l I~ t , i ARTICLE 111 ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the basic services, as set forth in Article ILA, above, are described as follows: c A, During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, the U,S. Environmental Protection Agency, and/or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as-needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. D. Assisting OWNER in the defense or prosecution of any litigation in connection with, or related to those professional services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on an hourly fee basis at the same hourly rate for additional services as is set forth in Exhibit "A". I C. Sampling, testing, analysis, or other professional services beyond that specifically included in the scope of services set forth in Article iI.A. hereinabove. U. Preparing applications and supporting documcp'• 'ir government grants, loans, or planning advances and providing data for detailed A cations. E ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably he required for the completion of the Project, including Additional Services, if any, and any requited extensions approved by the OWNER. This Agreement may be sooner terminated in accon!ance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its Assistant City Manager for Utilities or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: rr ; A 11 "Subcontract Expense" is defined as those expenses, billed at actual cost, reasonably incurred by the CONSULTANT in the employment of others to outside firms, for services in the areas of professional engineering. Page 2 c • ~J 2. "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any expense reasonably incurred by the CONSULTANT in the performance of this Agreement for supplies, transpoitation, travel, long distance telephone charges, subsistence and lodging away from home, telecopy charges, printing and copying costs, and similar incidental expenses incurred in connection with its work on the Project. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT pursuant to the terms of this Agreement, the OWNER agrees to pay CONSULTANT, in accordance with the provisions of Exhibit "A", which provides for CONSULTANT to perform six (6) specified tasks as the icope of Work for the Project, each of which tasks includes a good-faith estimate of billable time regarding CONSULTANT's performance of the tasks at the rate of 5 75.00 per billable hour. The total fee, including reimbursement of CONSULTANT for any subcontract expense and for direct non-labor expenses, shall be in an amount not to exceed $ 24,600.00 Any "Additional Services" performed by CONSULTANT at the OWNER's request, as provided in Article III hcreinabove, shall not be included in the not to exceed amount of $ 24,600.00 provided for in this subparagraph, Partial payments to the CONSULTANT will be made on the basis of detailei' monthly statements rendered to and approved by the OWNER through its Assistant City Manager for Utilities or his designee, however, under no circumstances shall any monthly statement for services presented by CONSULTANT to 0%,'F,R exceed the number of hours and the value of the work performed by CONSULTANT ~t the time that statement is rendered to OWNER. Nothing contained In this Article shall require the OWNER to pay for any work whlch is unsatisfactory, as reasonably determined by the Assistant City Manager/Utilities or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTAN f is in default under the terms of t;tis Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional paJmcnts by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained -vritten authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article Ill "Additional Services," without obtaining prior written authorization from the OWNER, C. ADDITIONAL SERVICES: For iiMitional services authorized In writing by the OWNER in Article 111, the CONSULTANT shall be paid based on the hourly rates set 1 ` forth in Exhibit "A" attached hereto. Payments for additional servl,-ts shall be due and r A' payable upon submission of an itemized monthly Invoice by the CONSULTANT, and shall be in accordance with Article V.B hereinabove, Statements for such additional services shall not be submitted to the OWNER more frequently than once monthly, D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSWANT's Page 3 ~I ' r t s undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (60`x) day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend the further performance of professional services under this Agreement until the CONSULTANT has been paid in full all amounts then due and owing, and no disputed by OWNER, for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) as set forth in this subparagraph if the OWNER reasonably determines that the work is unsatisfactory, In accordance with this Article V, "Compensation." ARTICLE VI I OBSERVATION AND REVIEW OF THE WORK 1 The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any of its subcontractors or subconst.rtants. I ARTICLE VII OWNERSHIP OF DOCUMENT'S I All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and i shall become the property of the OWNER upon the termination of this Agreement The OWNFR is entitled to copies of all such documents. The documents prepared and furnished to OWNER by the CONSULTANT are intended only to be applicable to this Project, and OVrNER's use of these documents in any other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, C014SULT'ANT 1 is released from any and all loss or liability relating to their use in that project. ARTICLE Vill INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and again,4 any and all liability, claims, demands, damages, r losses and expenses, including, but not limit:sd to court cosu and reasonable attorney fees { incurred by the OWNER, and including, without limitation, damages for bodily and personal A!''~\ n injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTAN F or its officers, shareholders, agents, or employees In the execution, operation, or performance of this Agreement. CONSULTANT and OWNER further agree that the City of Iknion's standard "Year 2000 Warranty", shall be applicable to this Agreement. I _w..,. Page 4 I a ~ I i Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental Immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Board of Insurance or any successor agency that has a rating with A.M. Best Rate Carriers of at least an "A=" or above; A. Comprehensive Ocneral Liability Insurance wim bodily injury limits of not less than 5500,000 for each occurrence and not less than $500,000 in the aggregate, and with p,npcrty damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate, B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than S 100,000 for each accident. D. Professi, nal Liability Insurance with limits of not less than $1,00,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or Insurance policies at the OWNER's request to evidence such coverage, The Insurance policies shall name the OWNER as an additional insured on all such policies except Professional Liability and Worker's Compensation Insurance, and shall contain a provision that such Insurance shall not be cancelled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, provide OWNER replacement policies furnishing the same insurance coverage. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the f dispute to arbitration or other means of alternate dispute resolution, such as mediation. No 4a o arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving!!' one party's disagreement, may include the other party to the disagreement without the other's law approval, Pages ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party MAY terminate this Agreement by providing thirty- (30) days advance written notice to the ether party. B. 11--is Agreement may also be terminated in whole or in pan in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return reccipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately ceaee all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The O\VNER shall pay CONSULTANT for all services property rendered and satisfactorily performed and for reimbursable expenses to termination Incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XI11 RESPONSIBILITY FOR CLAIMS AND LIAPIL1TIES Approval of the work by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants for the accuracy AM competency of their designs or other work performed pursuant to this Agreement; nor shall such approval be deemed to be an assumption of such resiwnsibility by the OWNER for any deftet in the design or other work prepared by the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement AEI o shall be personally delivered or mailed to the respective parties by depositing same In the United States mail to the addresses shown below, by means of U.S. Mail, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein: Page 6 i t To CONSULTANT; To OWNER: , Ron Wise City of Denton, Texas Application Control Engineering Howard Martin P. O. Box 497562 Assistant City Manager/Utiiities Garland, Texas 75049.7562 215 East McKinney Denton, Texas 76201 All notices provided under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or within three (3) days' after mailing, whichever event shall first occur. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of ten (10) pages and one (l) exhibit, constitutes the complete and final expression of the Agreement of the parties, and Is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or dw.icd by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this A 3reement and shall not cause the remainder to be Invalid or unenforceable, In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original Intentions of the parties respecting any such stricken provision. ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work performed by Consultant hereunder, as they may now read or may be hereafter amended. ARTICLE XVHI D1sCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate r l~` , n against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or lr physical handicap. Page 7 t r r ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the professional services required under this Agreement. Such personnel shall not be employees or officers of, not have any contractual relations with the OWNER. CONSULTANT shall promptly Inform the OWNER of any conflict of interest or putenlial conflict of interest that may arise during the tern of this Agreement. II, All services required hereunder will be performed by thi CONSULTANT or under its direct supervision, All personnel engaged in wort shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, c. limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evldenze of any waiver or modification shall be offered or received in evidence in any proceeding arsing between the parties hereto, out of or affecting this Agreement, or the rights or obligation of the parties hereunder, and unless such waiver or modification is In writing and duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE XXII MISCELLANEOUS A. The following exhibit is attached hereto, incorporated herewith by *sference, and made a part of this Agreement: Exhibit "A" "Scope of Services" [One (1) page letter from Wise to Kiser dated { I /8/9q B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) yeah after the final payment is made by OWNER under this Agreement, have access to end the right to examine any directly pertinent books, documents, papers, and records of the t CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all intended examinations and/or audits, Page 9 i z L. Venue of any suit or cause of action under this Agreement shall lie exclusively In Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the Statr of Texas. D. For the purpose of this Agreement, the key person who will supervise most of the work performed hereunder shall be Ron Wise, However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the professional services required herein. E. CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and In accordance with the provisions hereof, in accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER, F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent tv the Project, including previous report:, any j other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter In or upon public asd private pro" as required for the CONSULTANT to perform services uM.r this Agreement. 0. The captions of this Agreement are for informational purposes only, and shall not In any k way affect the substantive terms or conditions of this Agreement. IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly-authorized undersigned representative, on this the _ day of., wttk .1999. "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation t By G, ichac . J Ciry gc ATTEST: JENNIFER WALTERS, CITY SECRETARY By; Page 9 r 1 t+ APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY { By: rf w "CONSULTANT" APPLICATION CONTROL ENGINEERING By: _A Ron Wise ATTEST: By: r S."t tk cuwnti1CmVK4s 99ApplicMlonCo trul En`r PSA • SCADA WW.Aoc Page 10 c 1~ I Application EX.`HIBIi ` Control A Engineering P.O. Box 497562 Garland, Texas 75049.7582 (940) 387.4477 City of Denton,' 1.8.99 Water Reclamation Center V 1151 Mayhlll Road Denton, Texas 78208 Attn: B. J. Kiser re: Plant Automation Gentlemen, Thank you for tho oportunity to present this proposal. This proposal is an estimate of the amount of time required to perform engineering work for the laski listed below. Commission Belt Press automatic A remote control system. Estimated time to perform this work is 48 hours, cost totaling $3,800.00. Automation of the Dissolved Air Floatation Thickner control system. Estimated time to perform this work Is 72 hours, cost totaling $5,400.00. Engineering and programming to network the Plant SCADA system computer with the "OPS" software. Estimated time to perform this work Is 32 hours, cost totaling $2,400.00. Engineering and programming to network the Laboratory computer with the Plant SCADA 1 computer. Estimated time to perform this work Is 32 hours, cost totaling $2,400.00. Design 3 implementation of reports for the Lift station sCADA system. Estimated time to f perform this work Is 120 hours, cost totaling $9,000.00. Implement voice paging on the Lift Station SCADA system. (Estimated time to perform this work Is 24 hours, cost totaling $1,800.00. Thank you again forth* opportunity to present this proposal. piece call if there are any questions. Sincerely, `t%t✓~s ~ vnf Ron Wise i c~'°~~~C ~~~`~~b 4 O C V ` i G7 O ~ ~o 4 PAN, 1~ ~~onaan~' 4 i ~ - ,l r L,' r3 i t r r ; f r tf STATE OF TEXAS § COUNTY OF DENTON 4 PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING AND SURVEYING SERVICES PERTAINING TO THE SPENCER ROAD CULVERT PROJECT THIS REEMENT Is made and entered into as of the y~ day of ` 1499, by and between the City of Denton, Texas, a Texas Munlcipa] Corpora ion, with its principal offices at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereinafter "OWNER'l; and Binkley & Barfield, Inc., a Corporation, with its offices at 10830 North Central Expressway, Suite 230, Dallas, Dallas County, Texas 75231 (hereinafter "CONSULTANT;'); the parties acting herein, by and through their respective duly. authorized officials and representatives. WiTNESSET11, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows: I ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein In connection with the Project as stated In the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The pro fissional services set forth herein are in connection with the following described project: The Project shall include, without limitation, professional engineering and surveying services for the replacement of existing culverts on Spencer Road, as more particular:y described in Exhibit "A" attached hereto. ARTICLE 1111 SCOPE OF SERVICES The CONSULTANT shall perform the following basic services In a professlotud manner. A. The CONSULTANT shall perform, all services Identified and described as Tasks 1, 2, and 3 in the "Scope of Services", being a two (2) page document attached hereto as 4a n Exhibit "A", which document is incorporated herewith by reference. OWNER may opt i . / to authorize CONSULTANT to perform all services Identified and described as Tasks 4 and/or 5 in the "Scope of Services" document attached hereto as Exhibit "A" and Incorporated herewith by reference. ^ 1 t~ B. If there Is any conflict between the terms of this Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the said Exhibit "A". ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the basic services, as set forth in Article II.A. above, are described as follows. A. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, the U.S. Environmental Protection Agency, and/or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as-needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. B. Assisting OWNER in the defense or prosecution of any litigation in connection with, or related to those professional services contemplated by this Agreement. Such services, if any, shall be furnished by CONSULTANT on an hourly fee basis at the hourly rates for additional services set forth on page 2 of Exhibit "A". C. Sampling, testing, or analysis beyond that specifically included in the basic services set forth in Article II.A. hereinabove. D. Preparing applications and supporting documents for government grants, load, or planning advances and providing data for detailed applications. E. Appearing before regulatory agencies or courts as an expert witness In any litigation with third parties or condemnation proceedings arising from the development or constiuction of the Project, including the preparation of engineering and/or surveying data and reports for assistance to the OWNER. F. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. ARTICLE IV PERIOD OFSERVICE 'Phis Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the Issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, Including Additional Services, if any, and any required extensions approved by the t Jr\ ' OWNER. This Agreement may be sooner terminated In accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its Assistant City Manager for Utilities or his designee. Page 2 c 1 t, I I I ARTICLE V COMPENSATION A, COMPENSATION TERMS: 1, "Subcontract Expense" Is defined as those expenses reasonably Incurred by the CONSULTANT in the employment of others in outside firms, for services in the areas of professional engineering and/or surveying. 1 "Direct Non-Labor Expense" is defined as that expense, based upon actual cost, for any expense reasonably incurred by the CONSULTANT in the performance of this Agreement for supplies, transportation, travel, long distance telephone charges, subsistence and lodging away from home, telecopy charges, printing and copying costs, and similar Incidental expenses Incurred in connection with its work on the Project, B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTAN t pursuant to the terms of this Agreement, the OWNER agrees to pay CONSULTANT, in accordance with the "Fee Schedule" which Is set forth on page 2 of the Scope of Services attached hereto as Exhibit "A", which Fee Schedule provides for a lump-sum fee respecting each of Tasks I through S, inclusive. The total fee, including reimbursement of CONSULTANT for subcontract c>pense and for direct non-labor expenses, shall be in an amount not to exceed $16,700.00 Any "Additional Services" performed by CONSULTANT at the OWNER's request, as provided in Article III hereinabove, shall not be included in the not to exceed amount of $ 16,700.00 provided for in this subparagraph. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its Assistant City Manager for Utilities or his dcslgnee, However, under no circtunstances shall any monthly statement for services presented by CONSULTANT to OWNER exceed the value of the work performed by CONSULTANT at the time that statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the Assistant City Manager or his designee, or which is not submitted In compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT Is in default under the terms of this Agreement It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional r, payments by the OWNER for any charge, expense, or reimbursement above the A#` . , maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. Page 3 r C. ADDITIONAL SERVICES; For additional services Authorized In writing by the OWNER in Article 111, the CONSULTANT shall be paid based on the Fee Schedule at the hourly rates set forth in Exhibit "A" attached hereto. Payments for additional services shall be due and payable upon submission of an itemized monthly Invoice by the CONSULTANT, and shall be In accordance with Article IV.9 hereinabove. Statements for such additional services shall not be submitted to the OWNER more frequently than once monthly. D. PAYMENT; If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by t the CONSULTANT he rate of one percent (I per month from the said sixtieth (60u') day, and, In Addition, suspend the usher performaafler nce of professional r services under this Agreement OWNER, the CONSULTANT has been paid in full all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) as set forth In this subparagraph If the OWNER reasonably determines that the work is unsatisfactory, In accordance with this Article V. "Compensation," I OBSERVATION AND REVIEW OF THIS WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or de6cleneies in the work of the CONSUI.TANTor any of its subcontractors or subconsultants. ARTIC - - Vll OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are Instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The OWNER Is entitled to copies of all such documents. The documents prepud and furnished to OWNER. by the CONSULTANT are Intended only to be applicable to this Project, and OWNER s use of these documents in any other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the Information or materials developed pursuant to this Agreement In another projector for other purposes than specified heroin, CONSULTANT Is released from any and all loss or liability relating to their use in that project. Axrt INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER ifs an Independent contractor, not as t an employee of the OWNER, CONSULTANT shall not have or claim any right adsing from )r employee status. Page 4 t • C• , 1 r, C. ADDITIONAL SERVICES-, For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Fee Schedule at the hourly rates set forth In Exhibit "A" attached hereto. Payments for additional services shall be due and payable upon submission of an itemized monthly invoice by the CONSULTANT, and shall be in accordance with Article 1V.13 hereinabove, Statements for such additional services shall not be submitted to the OWNER more frequently than once monthly, D. PAYMENT; If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT wili be increased by the rate of one percent (1%) per month from the said sixtieth (60'") day, and, in addition, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend the further performance of professional services under thls Agreement until the j CONSULTANT has been paid In full all amounts then due and owing, and not disputed by OWNER, for services, cxNnses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) as set forth in this subparagraph If the OWNER reasonably determines that the work Is unsatisfactory, In accordance with this Article V, "Compensation," ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTAN F or any of its subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or fumished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement, The 1 OWNER is entitled to copies of all such documents. The documents prepared and furnished to OWNER by the CONSULTANT are intended only to be applicable to this Project, and OWNI:R's use of these documents in any other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT Is released from any and all loss or liability relating to their use in that project. ARTICLE Vill INDEPENDENT CONTRACTOR o CONSULTANT shall provide services to OWNER as an Independent contractor, not as r s an employee of the OWNER. CONSULTANT shall not have or claim any right arising from j employee status. , . Page 4 t• t r a ARTI IE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses and expenses, including, but not limited to court costs and reasonable attorney fees Incurred by the OWNER, and Including, without limitation, damages for bodily and personal Injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to :reate a liability to any person who Is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigat;on filed by anyone not a party to this Agreement, including the defense of governmental inmunity, which defenses are hereby expressly reserved. ARTICLE INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an Insurance company licensed to do business In the State of Texas by the State Board of Insurance or any successor agency that has a rating with A.M. Best Rate Carriers of at least an "A." or above; A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $300,000 In the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B, Automobile Liability Insurance with bodily Injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits of not less than S 100,000 for each accident. C. Worker's Compensation Insurance In accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than s 100,000 for each accident. 1), Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. F. The CONSULTANT shall furnish insurance certificates or Insurance policies at the ~ OWNER's request to evidence such coverage. The Insurance policies shall name the OWNER as an additional insured on all such policies except professional Liability and lit AO: Workers Compensation Insurance, and shall contain a provision that such Insurance shall not be cancelled or modified without thirty (30) days' prior written notice to OWNER'S and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date j of the change or cancellation, provide OWNER replacement policies furnishing the same insurance coverage. I I Page 5 c 1 i i s. j ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval ARTICLE XII TERMINATION OF AGREEMENT A, Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by providing thirty- (30) days advance written notice to the other party. B. This Agreement may also be terminated In whole or in pad In the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party Is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. if the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall Immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate In providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE X111 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, Its officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to this Agreement; not shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, Its officers, employees, agents, subcontractors, and C!" subconsuitants. t Page 6 v r1 I f. ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the addresses shown below, by means of U.S. Mail, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein: To CONSULTANT: To OWNER: Bobby White, P.E. City of Denton, Texas Senior Vice President Howard Martin Binkley & Barfield, Inc. Assistant City Manager/Utilities 10830 North Central Expressway, Suite 230, 21 S East McKinney Dallas, Texas 75231 Denton, Texas 76201 All notices provided under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or within three (3) days' after mailing, whichever event shall first occur, ARTICLE XV t ENTIRE AGREEMENT This Agreement, consisting of ten (10) pages and one (1) exhibit, constitutes the complete and final expression of the Agreement of the parties, and Is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous uffers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be Invalid or unenforceable, In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision. ,ARTICLE XVII i A! COMPLIANCE WITH LAWS Ir The CONSULTANT shall comply with all federal, stale, and IoW laws, rules, regulatiuns, and ordinances applicable to the work performed by Consultant hereunder, as they may now read or may be hereafter amended. i Page 7 f ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at Its own expense, all personnel required to perform all the professional services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall promptly inform the OWNER of any conflict of Interest or potential conflict of interest that may arise during the term of this Agreement, B. All services required hereunder will be performed by the CONSULTANT or under Its direct supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted tinder state and local laws to perform such services. ARTICLE XX ASSIGNABILITY J'hc CONSULTANT shall not assign any interest In this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence In any proceeding arising between the parties hereto, out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE XXII MISCELLANEOUS A. The following exhibit Is attached hereto, incorporated herewith by reference, and made a A t?' o part of this Agreement: Exhibit "A" "Scope of Services" [Two (2) page docwnent). Page 8 F G c~ is B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment Is made by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTAN r Involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this Article, OWNER shall give CONSULTANT reasonable advance notice of all Intended examinations and/or audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed In accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key person who will supervise most of the work hereunder shall be Fred Balster, P.E. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the professional services required herein. E. CONSULTANT shall commence, carry on, and complete Its work on the Project with all applicable dispatch, and In a sound, economical, efficient manner, and In accordance with the provisions hereof. In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordtrawd with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available Information pertinent to the Project, Including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. 0. The captions of this Agreement are for Informational purposes only, and shall not In any way affect the substantive terms or conditions of this Agreement. IN WITNESS WHEREOF, ?he City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and~i vough Its duly-authorized undersigned officer, on this the day 1999. "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation t A~ q t t 4ic hi City r Page 9 'i I k ATTEST: JENNIFER WALTERS, CITY SECRETARY By: f APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By; fV ~I ' "CONSULTANT" BINKLEY& BARFIELD, INC, A Corporation i By Bobby While, \P. Senior Vice President A17EST: 1 By: Q81tiY1 _ 3`AMDocumenoAlContrach19MinYleya8u}kid99PSA5pencerllddet i t is Page 10 u I 1 SPENCER ROAD CULVERT PROJECT CITY OF DENTON EXHIBIT A SCOPE OF SERVICES DESIGN SERVICES: Dinkley & Barfield, Inc. will provide engineering and surveying services for the replacement of an existing culvert located about one mile west of Loop f 288 on Spencer Road. The design would include culvert sizing and layout of the culvert, and channel grading. The project also Includes the design of the Spencer Road profile grade to accommodate the new culvert. It is our understanding that City forces will construct the culvert and that the road will be closed during construction, DESIGN SURVEYS: Surveys will W made at the culvert site, 100 feet upstream and downstream from the culvert, and 500 feet along Spencer Road to locate topographic and man made features. Cross sections will be made at 50 feet ante-+als along Spencer Road. CONSTRUCTION CONTROL: A construction control base tine will be staked for the cukert and roa I"ay giving horizontal alignment and bench marks for construction staking by others. F.XPE.NSFS:1'xpcnses include travel, printing, plotting, and copy noses. Expenses will be billed on a lump sum basis and will not be itemized, The expense fee does not include the printing of bid documents. RIGA I ]'-OF-WAY SURVEY: Sunvying services for the establishment of the existing right-of-ways and property lines necessary for the preparation of easements and or right. of.%%ay tracts. RIGI I I'-OF•WAY I'XI111111 S: This would include the preparation of an individual dra+ving on an 8 %i' x 1 I" format along with its field note description for the City's use In obtaining additional right-of-+vay or casements. "C l I D(rtlllf:1 he Schedule for completion of the design phase Is 60 days from authori/ation to schedule. i i r . FEESCHEDULE TASK LUMP SUM FEE DESIGN SERVICES $ 9,000 DESIGN SURVEY $ 2,600 CONSTRUCT CONTROL SURVEY $ 1,000 EXPENSES $ 940 RIGHT-OF-WAY SURVEY $ 2,000 E RIGHT-OF-WAY EXHIBITS (2 Q $600 EA) $ 1,200 TOTAL $16,700 ADDITIONAL SERVICES If additional services for the project are required, the fees will be agreed upon by both parties prior to the execution of those services. All fee payments will be billed by the percentage of completed work. ITEMS TO BE FURNISHED BY THE CITY: 1. Project administration 2. Construction inspection 3, Construction staking 4. Procurement of right-of-way and/or easements , 5. Standard details, specifications, and utility Information SUBCONi RACTOR LIST: 1.O.M,, INC. (Surveying Services) ADDITIONAL S1,RVICkS: HOURLY E EE SCHEDULE Senior Engineer, P.E. $120.00 Project Engineer 75.00 Surveyor RPI'S 75.00 Surveyor Crew $5.00 CAI) Drafting 65.00 Of11ER Enid D cumenis $1,200.00 cY Of o ,a Q d M lp Tr Q~Otlb000w" l 4 AGREEMF' a FOR PROFESSIONAL LEGAL SERVICES STATE OF TEXAS COUNTY OF DEMON § This AGREEMENT, made and entered into this the day of , 1999, by and between the LAW OFFICES OF JIM BOYLE, 1005 Congress, Sui 550, ustin, Texas 78701 with Jim Boyle ha%;ng full authority to execute this Agreement on behalf of the firm, hereinafter referred to as "Consultant", and the CITY OF DENTON, a Texas municipal corporation, 215 E. McKinney, Denton, Texas 76201, hereinafter referred to as "City", WITNESSETH WHEREAS, the City finds it necessary to employ experienced outside legal counsel to perform professional legal senices in it highly specialized area of law, public utility regulatory law, and wishes to retain Consultant to represent the City and its electric utility, Denton Municipal Electric ("DME') before the Public Utility Commission of Texas ("PUC'); and WHEREAS, the Consultant is willing to perform such services in a professional manner as an independent contractor; and WHEREAS, the City desires to engage the Consultant to render the professional services in connection therewith, and the Consultant is willing to provide such services. NOW, THEREFORE, in consideration of the promises and mutual obligations set forth herein, the parties hereto do hereby mutually AGREE as follows: SECTION 1: Scope of Services. The Consultant shall perform the following services in a professional manner working as an independent contractor not under the direct supervision and control of the City: A. Services to be provided: (1) Consultant shall initiate a proceeding, and shall file on behalf of the City at the PUC, an Application to singly-certificate the service territory of DME within the municipal boundaries of the City as of February 1, 1999, pursuant to and in accordance with the provisions of Section 37.060 (i) of the Texas Utilities Code. (2) Consultant shall represent the City before the PUC concerning said proceeding, including, without limitation, performing profetsionsl legal services with regard to submitting pleadings, briefs, ietters, and comments in support of the DME Application; attending meetings with PVC Staff; reviewing and monitoring the r~ proceeding; responding to any discovery and responding to any requests for information in the proceeding; attending all hearings, alternate dispute resolution proceedings, and other meetings in relation to the proceeding. J i t t ' t (3) Consultant shall advise and consult with the City through its City Attorney and Electric Utilities staff with respect to all filings and other issues related to this proceeding (4) Consultant shall engage a competent appropriate expert to provide testimony before the PUC in support of DME's requested changes to its Certificate of Convenience and Necessity ("CCN") (3) Consultant shall advise and consult with the City Manager, Assistant City Manager for Utilities, the Director of Electric Utilities, the City Attorney and the other designated administrative personnel regarding any and all aspects of the special services to be performed, Including legal research, analysis, and advice with respect to such matters. This will include coordinating with the Director of Electric Utilities, the City Attorney and their respective staff to efficlently perform the services required, and at all times to preserve the Attorney/Client privilege, work product, and all other applicable lawful exceptions, under the Texas Public Information Act, and otherwise, to the discovery of documents produced under the scope of Services of this Agreement. (6) Consultant shall also consult, as requested, with the City Manager, the Assistant City Manager?Utilities, the Director of Electric Utilities, the City Attorney, and any other designated City staff respecting any and all aspects of the services to be performed under this Agreement. Consultant shall provide monthly reports regarding the status of this proceeding to the Director of DME; and shall provide such further reports as are reasonably requested, from time-to-time, by the City. (1) The Consultant shall perform all the professional services required In a timely fashion, and shall complete same In compliance with schedules established by the City through its Director of Electric Utilities and City Attorney, through discussions with the Consultant, as appropriate to carry out the terms and conditions of this Agreement. SECTION 2: Tenn. This Agreement shall commence and be effective from and alter July 11, 1999, This Agreement shall terminate on the first to occur of the following events: Upon completion of the professional services provided for herein; or upon the expenditure of all funds provided for herein; or, upon December 31, 2001. This Agreement may additionally be sooner terminated in accordance with the provisions hereof. Time is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible during the term of this Agreement, and to meet the schedules established by the City, through its Director for Electric Utilities and City Attorney, or as the progress of this matter may require, =TION 3: Compensation and Method of Pa mint. & The Consultant shall charge the following fees for its professional services hereunder, based on the following fees for its professional services hereunder, based on the following hourly billing rates for the attorneys and support staff involved In this 4 matter: Contract rot Professional Legal Service! - Page 2 t h Jim Boyle S I 90.00/hour Kimberly Hammer, Associate S I20.00/hour Attorney time shall be billed at one tenth (.1) hour minimum billing Increments. B. The Consultant will try to reduce costs whenever feasible by utilizing qualified principals, associates, paralegals, and law clerks. The Consultant shall bill the City through the submission of itemized monthly invoices, statements, and other documentation, together with supporting data indicating the progress of the work slid the services pcrfrrmed on the basis of monthly statements showing hourly rates indicating who performed the work, what type of work was done, and descriptions and/or details of all services rendered, along with specific description anJ supporting documentation, if available, respecting any reasonable and necessary out-of-pocket expenses incurred. C. C.-nsuhant and the City agree that all charges for the legal services hereunder, including reasonable out-of-pocket expenses, shall not exceed Twenty Pour Thousand Tight Hundred Dollars 24,800.00). Consultant and the City agree that the above not- to-exceed fee contemplates that no third party or partles will vigorously oppose DME's requested certification changes and requests. In the event that a third party or parties do vigorously oppose DME's requested certification changes and requests, then Consultant and the City agree that they will need to negotiate an amendment to this Agreement, or a change order respecting this engagement, so that an additional amount may be provided for respecting such additional work and expenses. D. The City shall reimburse the Consultant, for reasonable and necessary actual out- of-pocket expenses, including but not limited to, long-distance telephone, telecopier, reproduction, overnight courier, and travel expenses prudently Incurred by Consultant. All copies will be charged at the rate of ten cents (SM) per copy for copies made within Consultant's offices, with as much photocopying as possible being done by outside vendors at bulk rates to reduce costs if bulk copying is necessary. The parties agree that the charges for outgoing telecopies from Consultant shall be twenty-five cents (S.23) per page and that there will be no charge by Consultant for incoming teiecopies. ii. Consultant shall be responsible for contracting with and directly paying any and ail expert witnesses and/or other subconsultants serving the City involved in this engagement. The City shall promptly reimburse Consultant for such expenses Incurred by Consultant. F. The parties anticipate invoices or statements for services will be generated on a i monthly basis and That said invoices or statements will be sent on or about the 15'" day of each month. The L ity shall make payment to the Consultant within thirty (30) days of the satisfactory completion of services and receipt of an itemized Invoice or statement. All reimbursable expenses, including, but not necessarily limited to travel, lodging, and z A meals shall be paid ut the actual cost, pursuant to the terms, conditions, and limit►.ns hereinabove set forth. All invoices and bills shall be approved rot payment by the City Attorney and the Dirnvtor of i?icciric Utilities. Contract F'or Professional Legal Services - Page 3 Mail t O. It is understood that the Consultant shaft work with the coordination and general supervision of the Director for Electric Utilities or her designee, and the City Attorney. H. All notices, billing statements and invoices shall be made in writing and may be given by personal delivery, by telecopy, or by U.S. Mail, Certified, Return Receipt Requested. Notices and invoices sent by mail shall be addressed to: Herbert L. Prouty, City Attorney, 215 E. McKinney, Denton, Texas 76201. When so addressed, the notice, invoice, and/or payment shall be deemed given upon deposit In the United States Mail, postage prepaid, In all other instances, notices, invoices, and/or payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the responsible person or office to whom notices, invoices, and/or payments are to be sent, provided reasonable written notice is given. SECTION 4: Professional Com"tencv. I A. The Consultant agrees that in the performance of these professional services, Consultant shall be responsible for the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types of work. For the purpose of this Agreement, the key person who will be performing most of the work hereunder shall be Jim Boyle, However, nothing herein shall limit Consultant from using other qualified and competent members of Kts firm to perform the services required herein. B. All legal opinions and other legal documents prepared or obtained under the terms of this Agreement are Instruments of service and the City shall retain ownership and a property interest therein. If this Agreement is terminated at any time for any reason prior to payment to the Consultant for work under this Agreement, all such documents prepared or obtained under the terns of the Agreement shall upon termination be delivered to and become the property of the City upon request and without restriction on their use or further compensation to the Consultant. SECTION S' Establishment and MainterLnce of Rigors., Pull and accurate records shall be maintained by the Consultant at its place of business with respect to all matter covered by this Agreement. Such records shall be maintained for a period of at least three (3) years after receipt of final payment under this Agreement. SECTION 6: Audits and In. lion. At any time during normal business hours and upon reasonable notice to the Consultant, there shall be made available to the City all of the Consultant's records with respect to all matters covered by this Agreement. The Consultant shall permit the City to audit, examine, and make excerpts or transcripts from such records, and to make audits of contracts, invoices, materials, and olF:r data relating to all matters covered by this Agreement. r~r SECTION 7: Accomplishment of Project, The Consultant shall commence, Carry on, end complete any and all projects with all practicable dispatch, in a sound, economical and Contract For Prvressronal Legsl Services - Page 4 Q v I I 1I efficient manner, and, in accordance with the provisions hereof and all applicable laws. In accomplishing the projects, the Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the City, SECTION 8: Indemnity and Independent Contractor Relationshio. i A. The Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City. Nothing herein shall be construed as creating a relationship of employer and employee between the parties. The City and Consultant agree to cooperate in the defense of any claims, action, suit, or proceeding of any kind brought by a third party which may result from or directly or indirectly arise from any negligence and/or errors or omissions on the part of the Consultant or from any breach of the Consultant's obligations under this Agreement. In the event of any litigation or claim under this Agreement in which Consultant is joined as a party, Consultant shall provide suitable counsel to defend the City and Consultant against such claim, provided the Consultant shall have the right to proceed with the competent counsel of its own choosing, The Consultant agrees to defend, indemnify and hold harmless the City and all of its officers, agents, servants, and employees against any and all such claims to the extent of coverage by Consultant's professional liability policy. The Consultant agrees to pay all expenses, including but not limited to attorneys' fees, and satisfy all judgments which may be Incurred or rendered against the Consultant's professional liability insurance policy. Nothing herein constitutes a waiver of any rights or remedies the City may have to pursue under either law or equity, Including, without limitation, a cause of action for specific performance or for damages, a loss to the City, resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved. ' B. Consultant shall maintain and shall be caused to be in force at all times during the term of this Agreement, a legally binding policy of professional liability insurance, listed by Best Rated Carriers, with a rating of "A." or above, issued by an insurance carrier approved to do business in Texas by the Texas Department of Insurance. Such eoverage shall cover any claim hereunder occasioned by the Consultant's negligent professional act and/or error or omission, in an amount not less than $300,000 annual aggregate, per claim. In the event of change or cancellation of the policy by the Insurer, the Consultant hereby covenants to forewith advise the City thereof, and in such event, the Consultant shall, prior to the effective date of change or cancellation, serve substitute policies fumishing the same coverage. The Consultant shall provide a copy of such policy or the declarations page of the policy, whichever is reasonably satisfactory, to the City through its Assistant City ManagerUtilitics, simultaneously with the execution of this Agreement, SEC1ION9: Tcmtinai'onofAgrectnent. A. In connection with the work outlined in this Agreement, it is agreed and fully understood by the Consultant that the City may cancel or Indefinitely suspend further work hcrcunJer or terminate this Agreement at any time upon written notice to coniract For Professional Legal Sen ices -Page 3 i t~ l' . t Consultant, Consultant shall cease all work and labor being performed under this Agreement. Consultant may terminate this Agreement by giving the City fifteen (15) days written notice that Consultant is no longer in a position to continue representing the City. Consultant shall invoice the City for all work satisfactorily completed and shall be compensated in accordance with the terms of this Agreement. All reports and other documents, or data, or work related to the project shall become the property of the City upon termination of this Agreement. B. This Agreement may be terminated in whole or in part, in writing, by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party. Provided, however, that no such termination may be affected, unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. Nothing contained herein or elsewhere in this Agreement shall require the City to pay for any work which is unsatisfactory or which is not submitted in compliance with the terns of this Agreement. SECTION 10: Altemate Dj,5pste Resolution. The Consultant agrees that, if necessary, it will use its best efforts to resolve any disputes regarding the Agreement through the use of mediation or other forms of alternate dispute resolution set forth in Chapter 154 of the Texas Civil Practice and Remedies Code (V.A.T.C.S.). SECTION I lo Entire Agreement. This Agreement represents the entire agreement and understanding between the parties, and any negotiations, proposals, or oral agreements are intended to be integrated herein and to be superseded by this written Agreement. Any supplement or amendment to this Agreement to be effective shall be in writing and signed by the City and the Consultant. SECTION 121 Compliance with Law& The Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereafter be amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct SECTION 13: Goveminpgaw. For the purpose of determining place of agreement and law governing same, this Agreement Is entered into in the City and County of Denton, State of Texas, and shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Agreement shall be exclusively in a court of competent jurisdiction sitting in Denton County. SECTION 14: Discrimination Prohibited. In performing the services required / hcrcunder, the Consultant shall not discriminate against any person on -he basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap.' I Contract For Proressional Legal Services - Page 6 i I a t SECTION 15,: Personnel, A. The Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or have any contractual relations with the City. Consultant shall inform the City of any conflict of interest or potential conflict of interest that may arise during the tenn of this Agreement, in accordance with Consultant's responsibilities under the Texas Disciplinary Rules of Professional Conduct. B. All services required hereunder will be performed by the Consultant or under its direct sunervision. All personnel engaged in work shall be qualified and shall be authorized or permitted under state and local laws to perform such services. SECTION 16: Assig ability. The Consultant shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. SECTION 17: Required Legal Disclosure. State law requires Consultant to advise you that the State Bar of Texas investigates and prosecutes professional misconduct committed by Texas Attorneys. Although not every complaint against or dispute with a lawyer involves professional misconduct, the State Bar's Office of General Counsel will provide you with Information about how to file a complaint. For more information, call I.800-932.1900. This is a toll-free call. I SECTION 18: Severability. All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained In sections headed "Scope of Services", "Independent Contractor Relationship," and "Compensation and Method of Payment" hereof, shall be held to be invalid by any court of competent jurisdiction, this Agreement shall be interpreted as though such invalid agreements or covenants were not contained herein. SECTION 19: Responsibilities for Claims and Liability. Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant for the accuracy and competency of its work; nor shall such approval be deemed to be an assumption of such responsibility of the City for any defect in any report or other documents prepared by the Consultant, its employees, officers, agents and consultants. SECTION 20: Modification ofA em nt No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless In writing and duty executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed b aforesaid; and, the parties further ogre- that the provisions of this section will not be waived as herein set forth. t. ' ('ontracr rot Professional Legal Services - Page 7 ooop i a i ~I SECTION 21: Caelions. The captions of this Agreement are for inforn ational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. SECTION 22: Sin ing Effect, This Agreement shall be binding upon * inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement. IN WITNESS WHEREOF, the City of Denton, Texas, has executed this Agreement In four (4) original counterparts by and through its duly-authorized City Manger; and Consultant has ex ut~d this A t by an}ddt through its duly-authorized undersigned proprietor, on this the a VV dsy oFY~' _.1999. "CITY" CITY OF DENTON A Texas Municipal Corporation i B MICHAEL NAGER ' ATTEST; JENNIFER WALTERS, CITY SECRETARY ayAPVtDAS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY By; v _ a "CONSULTANT" LAW OFFICES OF JIM BOYLE i Boyle 5.1Our Doc Wrt Is'ConlncIOMI "k DME Sigk<Wt PLC PSA doe 1 Connect For Proreuionel Lea+i Servkes - Page I I oun aoonobaoa~' 4 1 FJ c i 1999 - 2000 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND BOYS AND GIRLS CLUBS OF DENTON COUNTY This Agreement Is hereby entered into by and b,tween the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Boys and Girls Clubs of Denton County, a non-profit corporation, 101 N. Austin, Suite 1; Denton, Texas 76201, hereinafter referred to as "Organization"; %V11EREAS, City's Human Services Committee ("HSC") has reviewed the proposal for services 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 the purchase of services; and WHEREAS, City has determined that the proposal for services mcriu assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; NOW. T1lLRtFORP,, the parties hereto mutually agree as follows: I. 59DB OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: A. provide daily alter school programming to youth ages 6 to 18 living in the Owsley neighborhood (census tracts 207 and 209) from 4;00 - 6;30 p.m, at the Owsley Community Center. During the summer, the hours of operation will be 3:00 - 70 p.m. £i. I'rogramndng will include personal and educational development, health and physical educution, cultural enrichment, outdoor and environmental development, citizenship and leadership development, and social recreation activities. C. Organization shal I perform these services described In the Work Statement herein attached as Exhibit A. II. QJL1OATIONS OF ORGANIZATION A0 In consideration of the receipt of funds from City, Organization agues to the following terms and conditions: PAGE 1 u 4 A. Fourteen Thousand Dollars ($14,000) maybe paid to Organization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit 0 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, 13, The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime. D. The Organization 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, of revisions whenever adopted, E. The Organization will not enter Into any contracts that would encumber City funds for & period that would extend beyond the term of this Agreement, F. The Organization will promptly pay all bills related to the contract 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, 0. The Organization will appoint a representative who will be available to meet with City's I'xccutive Director of Finance and other City officials when requested. It, the Organisation will Indemnify and hold harm.'ess City from Any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors, 1. The Organization will submit to City copies of year-end audited financial statements. III, TIME OF PEUOMIANCE The services funded by City shall be undertaken and completed by Organization within the following time frame tMtober 1, 1999 through September 30, 2000, unless the contract Is sooner terminated under Section VII "Suspensfon or Terminatlon". r ~ Je t, PAGE 2 t~ M1 IV, PAYMENTS A. PAYMENTS TO OROANIZATION, City shall pay to Organization a maximum amount of money not to exceed Fourteen Thousand Dollars ($14,000) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days alter City has received supporting documentation, Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. EXCESS PAYMENT, Organization shall refund to City within ten (10) working days of City's request, tiny sum of money which has been paid by City and which City at any time thereafter determines: 1) has ro5uited in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) Is not supported by adequate documentation to fullyjustify the expenditure. C. Organ! ration's reimbursement request for any one month period will not exceed one-fifth (I!5) of any budgeted line Items for costs as specified In Exhibit B. U. DEOBLIOATION OF FUNDS/REVERSION OF ASSETS. In the event that actual expenditures deviate from Organization's provision of a corresponding level of performance, as specified in Cxbibit A, City hereby reserves the right to reappropriate or recapture any such under cvpcnded funds. If city finds that Organization is unwilling and/or unable to comply with any of ,he terms of this Contract, City may require a refund of any and all money expended pursuant to this contract by Organization, as well as any remaining unexpended funds which shall be refunded to city within ten working days of a written notice to organization to revert these financial assets. The rcvcrslon of these financial assets shall be in addition to any other remedy available to City either at law or in equity for breach of this contract. F. CONTRACrCLOSL OLT, 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 ofthe contract period Organization shall utilize the form agreed upon by City and Organization. V. LVALUATION Or anizulion agrees to participate in an Implementation and maintenance system whereby services can be continuously monitored, Organization agrees to make available Its financial records for review by City at City's discretion, In addition, Organization agrees to provide City the following data and reports, or copies thereof, PAGE 3 I i i e~ i• I A. All external or internal audits. Organiztion shall submit a copy of the annual independent audit to City within ten ( l0) days of receipt. D. All exlemal or internal evaluation reports. C. Quarterly performance/beneficiary reports to be submitted in January, April, July and September, to Include the following data: number of persons served, number of households served, race, income, female head of household, disabilities and other information If requested by City. Orgunization will ; rovide the aboi a information on beneficiary report form provided by City, D. Organization agrees to submit quarterly financial statements In January, April, July, and September. Each statement shall Include current and year-to-date period accounting of all revenues, expenditures, outstanding obligations and beginning and ending balances. E. An explanation of any major changes in program services. E. To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds reeelved and the services performed under this Agreement. Organization's record system shall contain sufficient dixumentation to provid- In detail full support and Justiflcation for each expenditure. Organization agrees to retain al I books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years 0, Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. VI, DIRT TORS' MEETINGS During the tern of this Agreement, Organization shall deliver to City copies of all utices 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 adequale notice, and shall include an agenda and a brief description of the mailers to be discussed, Organization understands and agrees that City's represcnlatives 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, i r VII. SLISPIENSION OP. TERMINATION PA05 4 i A. The City may terminate this Agreement for cause If the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's Insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of my law or regulation to which it Is bound under the terms of this Agreement, The City may termbiate this Agreement for other reasons not specifically enumerated in this paragraph. D. The City may terminate this Agreement for convenience at any time. If this Agra meet is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination, In no event will this compensation exceed an amount which bean the sane ratio to the total compensation as the services actually performed bears to the total services or organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, In writing, as to conditions precedent to the resumption of funding and specify a reasonable date for compliance. In case of termination, Organization will remit to City any unexpended City funds. Axcptance of these funds shall not constitute a waiver of any claim City may otherwise have arising out of this Agreement. j Vill. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A, Organlzatlon 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. U, 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 orinvestigation to ascertaln compliance with locat, 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 front further contracts with City, IX, WAI WJIFe zz~ ` OROANIZATION represents and warrants that; JJ 1 PAGE 5 U i i A. All Information, reports and data heretofore or hereafter requested by City and fumished 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 the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, In the financial condition of Organization, C. No litigation or legal proceedings are presently pending or threatened against Organization, 1). 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. F. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement, F. None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taws delinquent, except as shown In the financial statements fumished by Organization to City except for the following Organization vchicles, 1999 Chevrolet Van, License Plate VA'OY34 and 1997 budge Van, License Plate WV9552, Each of these rcpresemations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment 1 X. CHANGES NDANJEND A. Any alterations, additions, or deletions to the terms of this Agreement shall be by ceritien amendment executed by both parties, except when the terms of this Agreement expressly pruvide that another method shall be used, 11. Organization may not make transfers between or among approved line-items within budget categories set forth in lixhibit B without prior written approval of the Community De%elopment Administrator for the City, Organlzation shall request, in writing, the budget revision r 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. ME 6 r I C. Organizatior 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. 1). I} is understood and agreed by the panics hereto that changes In the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated Into this Agreement without written amendment hereto, and shall become a pan of the Agreement on the effective date specified by the law or regulation, Ei. City may, from time to time during the term of the Agreement, request changes In Exhibit A which may Include an increase ordecrease In the amount of Organlzation'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 Contruct Budget Detail Incorporated in Exhibit B shall require the prior written approval of City. 0. 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. 11. Organization shall notify City of any changes in personnel or governing board composition. 1. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder not the transfer of funds between or among said programs will be permitted XI. INDEMNIFICATION A. h is cwpressly understood and agreed by both parties hereto that City Is contracting with Organlzatlon as on 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, tiny clalms, audit exceptions, demands, suits or damages of any characterwhatsoe%er resulting In whole or in part from the performance or omisslon of any employee, agent or representative of Organization. D. Orgonlzatlon agrees to provide the defense for, and to Indemnify and hold harmless Clly its agents, employees, or contractors from any and all claims, suite, causes of ; salon, demands, damages, tosses, attorney fees, expenses, and liability arising out of the use . of these contracted Ands and program odminlitratlon and Implementation except to the extent caused by the w Illful act or omission of City, Its agents or employees. PAGE 7 0 X11. INSURANCR 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. U. The premises on and in whlch the activities described In Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability Insurance, commonly referred to as "Owncr/Tenant" coverage with City named as an additional Insured. Upon request of Organization, City may, at its sole discretion, approve altemate insurance coverage arrangements. C. Organization will comply with applicable workers' compensation statutes and "I obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable. U. Organization will maintain adequate and continuous liability insurance on all vehicles owned, leased, or operated by Organization. All employees of Organlzation 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, rvidence of the employee's current possession of a valid license and Insurance must be maintained on a current basis in Organization's files. E. Actual losses are not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of Organization. F. 1 he policy or policies of Insurance shall contain a clause which requires that City and Organisation be notified in wTiting of any cancellation or change In the policy at least thirty (30) days prior to such change or cancellation. X111, CONFLICT OF INIERFS A. Organisation covenants that neither It not 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 govening body. 13. Organisation further covenants that no member of its goveming body or Its staff, suhcontractors or employees shall possess any Interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain fot hIMMILberself, or others; particularly those with which he/she has family, business, or other ties. j. " C. No olliccr, member, or employee of city and no member of its governing body who exerclscs any function or responsib'iuies in the review or approval of the undertaking or carrying PAGE 8 I t I ti out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the Interest in any corporation, partnership, or association In which he has direct or indirect interest, or (2) have any interest, direct or Indirect, in this Agreement or the proceeds thereof. X1V, NEPOTISM Subsequent to the beginning date of the contract, organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organization, or is a member of Organization's governing board, The term "member of immediate family" Includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, nlece, 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 thi3 Agreement shall be deemed to have been delivered, whether actually received or not, when deposited In the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: { CITY OROANI7-ATION City of Denton, Texas Director Attw City Manager Boys dt Girls Clubs of Denton County 215 E, McKinney St. 101 N. Austin Street, Suite I Denton, TX 76201 Donlon, 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. Iy11SCELLANE0U5 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, It, Ifany 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 orig(na1 intent of both parties hereto, C. In no event shall any payment to organization hereunder, or any other actor failure or City to Insist In any one or more Instances upon the terms and conditions of this Agreement PAGE 9 J I u r constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission In any manner Impair or prejudice any right, power, privilege, or remedy available to City to cn6rce 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, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless property executed In writing, and if appropriate, recorded rs an amendment of this Agreement E. In the event any disagreement or dispute should arise between the parties hereto perta[ning 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. 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 MINESS WHEREOF, the parties do hereby affix their signatures and tnler into this Agreement as of the day or ,1994. PAGE 16 i ~ 0 o . i f CITY OF DENTON, TEXAS BY: JACK M[ , MAYOR I PAC}B 11 r ! ! cI I i ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: l APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY BY: i ! Boys do Olds Clubs of Denton County ! BY: E)ZfCUTIVff DIRECTOR ATTEST: BY:J SI: 'RL~ NARY c I I Lw I . { a i City of Destoo - Coc maoity Devetopestat Division Qualifying lneome Limits for federally Asaioted Programs 1Y 1999.2000 Maxlmum Income Levels hmN Modange Income Low Income Very Low Income ErVemely Low Income Size 60%-66%AMI 65%-51%AMI 60%-11%AMI 30%6 Below AMI 1 $32,600. $26,501 $26,500. $20,351 $20,350. $12,201 $12,200 w Below 2 $37,250- $30,251 330,250.$23,301 523,300.$13,951 $13,%0 or Below 3 $41,900. $34,051 $34,050.526,201 126,200. $15,701 515,700 orBelow 4 546,550.137,851 337W-120,101 =29,100417,/51 $17,450 or Below 5 $50,300.140,851 $40,850.131,451 $31,450:16,851 11800 or Below 8 $54,000.343,901 143,900.133,751 $33,7.0.520,251 $20,250 or Below 7 157,750. $46,901 148,900.536,101 538,100. $21,851 521,850 or Below 8 161,450 - $49,951 $49,950.538,401 $38,400 -123,031 $23,050 or Below Source, U S Oapartment of Housing rd Urban Developmeol EAadve October 1 1999 i i i~ fi!/rti t v f EXHIBIT "A" WORK STAIEMENT Boys & Girls Clubs of Denton County • Provide daily after school programming to youth ages 6 to 18 living in the Owsley neighborhood (Census tracts 207 and 209) from 4:00 p.m. to 6:30 p.m. at the Owsley Community Center. During the summer, the hour of operation will Ix 3:00 - 7:00 p.m. • Programming will include personal and educational development, health and physical education, cultural enrichment, outdoor and environmental development, citizenship and leadership development, and social recreation activities. • Provide transportation to the Owsley Community Center for youth needing transportation for field trips. • Seek written prior approval from Community Development Division before taking youth on field trips. I • Cooperate with the Denton Police Department to provide education to participants en crime prevention, pedestrian safety, bicycle safety and other personal safety issues. • Maintain less than nr equal to a 23 children and youth to one staff ratio. a+ -i ; n i t. I o EXHIBIT "B" BUDGET Personnel Expenses $11,740.00 Supplies $ 11500.00 (Educational, Arts, and Recreational) Transportation (mileage at S.32/mile) S 300.00 Field Trips $ $00.00 (as approved) TOTAL Conhact Budget $14,000.00 f k /Ap -uli . i ~J O_cfj(NdC O2 OOq Op a ` ro ° 8 C3 Q i 0000 0 c~ tr I 1999 - 2000 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND COMMUNITY FOOD CENTER, INC. ~ I This Agreement is hereby entered into by and between the City of Denton, Texas, a [tome i Rule Municipal Corporation, hereinafter referred to as "City", and the Community Food Center, Inc., a non-profit corporation, P.O. Box 2121, Denton, Texas 76202, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee ("IiSC") has reviewed the proposal for services 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 the purchase of services; and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual sun ices; NOW, THEREFORE, the parties hereto mutually agree as follows: L SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks, for which ' the monies provided by City may be used to pay utilities necessary for the accomplishment of said , tasks: A. Utilize donations provided by businesses, individuals, churches, civic groups, and others to provide food, free of charge, to people in emergency situations as that term Is defined under the law. 13. Each family will be screened to ascertain individual need and food will be provided accordingly. Organization shall perform those services described in the Work Statement herein attached as 17xhibit A. 11, OBLIGATIONS OF ORGANIZATION In cons! denation of the receipt of funds from City, Organization agrees to the following term and conditions: oool r-4' rl A. Three thousand seven hundred fifty dollars ($3,750.00) maybe paid to Organization by City, and the only expenditures reimbursed from these 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. The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime. D. The Organization will reduce to writing all of its rules, regulations, and policies and file a copy with City's Community Development Office long with any amendments, additions, or revisions whenever adopted, E. The Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. The Organization will promptly pay all bills when submitted unless that is a discrepancy Ina 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. 0. The Organization will appoint a representative who will be available to meet with City s Executive Director of Finance and other City officials when requested. li. The organization will indemnify and hold harmless City from any and all claim and suits arising out of the activities of Organization, its employees, and/or contractors. t. The Organization wil l submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within the following time frame; October 1, 1999 through September M, 2000, unless the contract is sooner terminated under Section VII "Suspension or Termination", At \ r. PAGE 2 1 tl LI 1 V i h I IV. PAYMENTS i I A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of money rat to exceed three thousand seven hundred fifty dollars ($3,750) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. EXCESS PAYMENT. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or I 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. Organization's reimbursement request for any one month period will not exceed one-fifth (115) of any budgeted line items for costs as specified In Exhibit B. D. DL06LIOATION OF FUNDS/REVERSION OF ASSETS. In the event that actual expenditures 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. If City finds that organization is unwilling and/or unable to comply with any of the terms of this Contract, city may require a refund of any and all money expected pursuant to this contract by organization, as well as any remaining unexpended funds which shall be refunded to City within tcn working days of a written notice to organization to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to City either at law or In equity for breach of this contract. 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 InvcIce requesting reimbursement of funds under this Agreement, within filleen (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 m services can be continuously monitored. Organization agrees to make available its financial records for review by City at City's diacretion• In addition, Organization agrees to provide City the following data and reports, or copies thereof: PAGE 3 i I c~ A. All external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten (10) days ofreceipi. B. All external or internal evaluation reports. C. Quarterly pcrformancelbeneficiary reports to be submitted in January, April, July and September, to include the following data: number of persons, served, number of households served, race, income, female head of household, disabilities and other information if requested by City. Organization will provide the above information on beneficiary report form provided by City. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include current and year-to-date period accounting of all revenues, expenditures, outstanding obligations and beginning and ending balances. E. An explanation of any major changes in program services. F. To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient documentation to provide in detail full support andjustification foreach expenditure. Organization agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. 0. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. VI, 1JUCTORT MEETINGS During the term of this Agreement. Organization shall deliver to City copies of all notices of meetings of its hoard of Directors, setting forth the time and place thereof Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organimlion's governing body shall be available to City within ten (10) working days of approval. VII. SUSPENSION OR IERMINAIION PAGE 4 i ci u 9 I A. I A. The City may terminate this Agreement for cause if the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. This Agreement may also be terminated for cause for reasons not specifically enumerated in this paragraph. B. The City may terminate this Agreement for convenience at any time, if this Agreement is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination, In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption 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. Vlll. LQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS 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. 11. 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 account, for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. 1). 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, artd Organization may be barred from further contracts with City. IX, WARRANDE ~r ORGANIZATION represents and warrants that; PAGE 5 1 c 1 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. U. Any supporting financial statements heretofore requested by City and famished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. D. None of the provisions herein contravenes or is in conflict with the authority under which Organisation is doing business or with the provisions of any existing indenture or agreement of Organization. E. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and ` conditions of this Agreement. F. None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements I furnished by Organization to City. inch of these representations and warranties shall be continuing arxt shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. Organisation may not make transfcn between or among approved line-items within budget categories set forth in Exhibit U withwt prior written approval of the Community Development Administrator for the City. Organization shall request, in writing, the budget revision r in a form prescribed by City, and such request for revision shall not increase the total monetary obligation of City -mdcr this Agreement. In addition, br,dget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. I PAGE 6 t t C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without wTitten amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. City may, from time to time during the term of the Agreement, request changes in Exhibit A which may include an increase or decrease in the amount of Organization's compensation. Such changes shall be incorporated into this contract through a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of City. 0. 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. 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. XI. INDFMNIFICATfON 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 sas a and hold City, its officers, agents and employees harmless from all liability of any nature or kind, Including costs and expenses for, oron account of, any claims, audit exceptions, demands, suits or damages of any tharatter 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 Indrmnify and hold z harmless City Ili agents, employees, or contractors from any and all claims, suits, causes of atilon, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program adminlitration and implementation except to the extent y caused by the willful actor omission of City. Its agents or employees. PACE 7 C' . r X11. INSURANCE A. Organization shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement. D. The premises on and in which the activities described in Exhibit A are conducted, and the cmployees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Ownerlferant" coverage with City named as an additional insured, Upon request of Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements. 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 files. E. Actual losses are not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of Organization. F. 'l-he policy or policies of insurance shall contain a clause which requires that City and organization be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. X111. MEL19T OF INTEREST A, Organizationce venants 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, If. Organization further covenants that no member of its goveming body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly these with which he/she has family, business, or other ties. C. No ofticcr, member, or cmployre of City and no member of its 1,1veming body who exercises any function or responsibilities in the review or approval of the undertaking or carrying PAGE 8 i t t.~ u t! out of this Agreement shall (1) participate In any decision relating to the Agreement which affects his personal Interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest; or (2) have any interest, direct or Indirect, In this Agreement or the proceeds thereof, X1V. NEPOTISM Organization shall not employ In any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organization, or Is it 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, neptew, niece, step-parent, step-child, half-brother and half-sister. XV. NOOK i Any notice or other written Instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to Organization or City, as the can may be, at the following addresses: CITY ORGANIZATION City of Denton, Texas Director Attn: City Manager Community Food Center, Inc, 215 E. McKinney P.O. Box 2121 Denton, TX 76201 Denton, Texas 76202 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested, !j \ PA3B 9 c u I XVL 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, H. 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 actor failure of City to insist in any one or more 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 Organization. Neither shall such payment, act, or omission in any manner Impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved, No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, 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 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. This Agreement shatl be Interpreted in accordance with the laws of the State of Texas and venue r f any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the anic do hereby affix their signatures and enter Into this Agreement as of the PO day of , IM. PAGE 10 r s CITY OF DENTON, TEXAS BY: _ JACK I R, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY BY: COMMUNITY FOOD CENTER, INC. BY: 13i-res'i d t~~ ATTEST: BY. -SWRET, Zet-Wo/?f+P PAGE 11 L c~ f t city of Denton - community Development Division Qualifying Income Limits for Federally Assisted Programs PY_1009.2000 City of Dtntos - Community Dtvelopmtot Dlvbluo Qualifying Income Units for Federally Assisted Programs tY 122D-fd5t1 Maximum Income Levels Fsmly Moderate Income Low Inew" Vary tow Income bhmsly Low Inca" Bite 60%-66%AMI 65%-511 %AMI 50%-31%AMI 30%&No,,*AIM 1 S32,600.528,601 $26,500.$20,351 $20,350412,201 $12,200 or Below 2 $37,250.$30,251 530,250.523,301 $23,300-$13,951 $13,950 or Below 3 541,900-$34,051 $34,050-$28,201 $29,200.515,701 115,700 or Below 4 $46,550 - $37,851 137,650 • $29,101 $29,100.517,451 $17,450 or Below 5 $50,300. $40,851 540,850. $31,451 $31,450 - $18,651 518M of BOW 8 554,00)-$43,901 $43,900.$33,751 $33,750-$20,251 120,250 of Below 7 $57,750.$46,901 546,900.536,101 $38,100•$21,851 $21,650 or Below 8 $81,450.$49,951 549,960-$38,401 $36,400-$23,051 $23,00 or Below Source. U,S. Department of Housing and Urban Development Effec6va October 1 1999 I ,.A 1 I c c r EXHIBIT "A" WORK STATEMENT I COMMUITV FOOD CENTER Families will be screened to determine level of need and food will be supplied accordingly. • The Community Food Center will provide free of charge, it week's supply of groceries to any family in our community in an emergency. F,ach family will be allowed to access the center four times a year. I I.J r } r-O" cN. EXHIBIT "B" BUDGET COMMUNITY FOOD CENTER Utility payments $3,750.00 Utility bills will be submitted to the Community Development office on a monthly basis. i- s of 04% ~ e ti# 4- to it ~4d0006W""dJ ~~,r~~ 1 r Vol r 1999.2000 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND COURT APPOINTED SPECIAL ADVOCATES OF DENTON COUNTY 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 Court Appointed Special Advocates of Denton County, a non-profit corporation, P.O. Box 2855, Denton, Texas 76202.2885, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee ("HSC") has reviewed the proposal for i~ services and has determined that Organization performs an Important service for the residents of i Denton without regard to race, religion, color, age or national origin, and HSC recommends the I purchase 4services; and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds In its budget for the purpose of paying for contractual services; NOW, THI'REF'ORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES { Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: A, Provide "court approved" training to Denton County residents serving as volunteer advocates in child abuse cases. B. Provide the District Judge an independent fact-finding investigation and make a recommendation for a permanent home for the child. C. Provide assistance in filing for Victim Compensation Benefits. Organization shall perform those services described in the Work Statement herein attached a, Exhibit A and incorporated herein by reference. 11, 02I,10ATIONS OF ORGANIZATION fz, In consideration of the receipt of funds from City, Organization agrees to the following terms and conditions: i PAGE 1 MORI e S A. Eight Thousand Dollars (58,000) may be paid to Organization by City, and the only expenditures reimbursed from these 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. The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime. D, The Organization 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. The Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. The Organization will promptly pay all bills when submitted unless there is a discrepancy I in a bill; any errors or discrepuncies in bills shall be promptly reported to City's Executive Director of Finance, or her authorized representative, for further direction. 0. The Organization %il I appoint a representative who will be available to meet with City's Executive Director of Nuance and other City officials when requested. 11. The Organization will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors. 1. The Organization will submit to City copies of year-end audited financial statements, III. TIME OF PERFORMANCE i 'I he services funded by City shall be undertaken and completed by Organization within the following time frame, October 1, 1999 through September 30, 2000, unless the contract Is sooner terminated under Section V11 "Suspension or Termination". . 1 PAGE 2 { t ct i IV. PAYMENT$ A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of money not to exceed Eight Thousand Dollars (58,000) 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. Organizations failure to request reimbursement on a timely basis, may,jeopardize present or future funding. B. EXCESS PAYMENT. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully Justify the expenditure, C. Organization's reimbursement request for anyone month period will not exceed one-fifth (1/5) of any budgeted line items for costs as specified in Exhibit B. D. DfOBLICIATI0N OF FUND&REVERSION OF ASSETS, In the event that actual expenditures deviate from Organization's provision of a corresponding level of performance, as specified in Exhibit A, City hereby reserves the right to reappropriale or recapture any such under expended funds. If City finds that Organization is unwilling and/ dble to comply with any of the terms of this contract, City, may require a refund of any and all n...,wy expected pursuant to this contract by Organization, as well as any remaining unexpended funds which shall be refunded to City within ten wori.iag days of a written notice to organization to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to City either at law or in equity for breach of this contract. E. CONTRACT CLOSE OUT. Organization shall submit the contract closeout 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. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Organ ization agrees to make available its financial records for review by City at City's discretion. In addition, Organization agrees to provide City the i following data and report-, or copies thereof: PAGE; 3 e t ~J C' f 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/beneficiary reports to be submitted in January, April, July ant', September, to include the following data: number of persons served, number of households servee, race, income, female head of household, disabilities and other information if requested by City. Organization will provide the above information on beneficiary report form provided by City. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include current and ) ear-to-date period accounting of all revenues, exper.-liu,res, outstanding obligations and beginning and ending balances. E. An explanation of any major changes in program services. F. To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Organization agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of Funds under this Agreement for five years. 0. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' bIEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall Include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to City within ten ~ ( 10) working days of approval, V]L SUSPENSION OR TERMINATION A t I I PACE 4 r--1 r. k A. The City may terminate this Agreement for cause if the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated In this paragraph. B. The City may termirote this Agreement for convenience; at any time. If this Agreement is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures es of the effective date of termination. In no event will this compensation exceed an amount which bean the same ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption 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 shull not constitute a waiver of any claim City may otherwise have arising out of this Agreement. VIII. EQUAL OpPORTMIY,AND COMPLIANCE WITH LAWS A. Organization will submit for City approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective date of this Agreement, B. Organization shall comply with all applicable equal employment 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 exertain 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 Organizatm.. may be barred from further contracts with City. Ix. A OftOAN17.ATION represents and warrants that: PAGE 5 ~J G 1 , I 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 underv_ ine any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Organization, C. No litigation or legal proceedings are presently pending or threatened against Organization. D. None of the provisions herein contravenes or is in conflict with the authority under which Organization is doing business or with the provisions of any existing indenture or agreement of Orgap lzation. E. Organization has the power to eeter 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 F. None of the assets of Organization are subject to any lien or encumbrance of any character, except fix current taxes not delinquent, except as shown In the financial statements furnished by Organization to City. Fach of these representations and warranties shall be continuing .W shall be deemed to I have been repeated by the submission of each request for payment, X. CHANGES AND AMENDMENTS 1 - 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 method shall be used, 13. Organization may not make transfers betweet, or amonp approved line•items within budget categories set forth in Exhibit EE without prior written approval of the Cominunity Development Administrator 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 Agreemenl. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. PAGE 6 r ' t• C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is altered according to the total levels contained In any portion of Exhibit B. D. It is understood and agreed by the parties hereto that changes in the State, rederal 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 iunendment hereto, and shall become a part of the Agreement on the effective date specified b) the law or regulation. F. 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 h shall require the prior written approval of City, O. Organization agrees to notify City of any proposed change in physical location for work performcd under this Agreement at least thirty (30) calendar days In advance of the change. 11, Organization shall notify City of any changes in personnel or governing board composition. E It is expressly understood that neither the performance of Eixhibit A for any program contracted hereunder nor the transfer of funds brtween or among said programs will be permitted. XL INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that City is contracting with Organization as an Independent contractor and that as such, Organization shall save and hold City, Its officers, agents and ctnr kyees harmless from all liability of any nature or kind, Including costs and expenses for, arc a account of, any claims, audit exceptions, demands, suits or damages of any character wholsoever resulting En whole or In part from the performance or omission of any employee, agent or representative of Organization. II, Organization agrees to provide the defense for, and to indemnify and hold hartless City Its agents, employees, or contractors from any and all halms, suits, causes of z~ action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use . of lbws contracted funds and program administration and Implementation except to the extent caused by the willful act or omission of City, its agents or employees, PAGE 7 cc, XI1. INSURANCE A. Organization shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement, B. The premises on and in which the activities described in Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability insurance, commonly refci red 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. C. Organization will comply with applicable workers' compensation statutes and will obtain employers' liability coveraga where available and other appropriate liability coverage for program participarts, if applicable, U. Organization will mal;jtain 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 files. I L;. Actual losses are 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 Organization 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 INTF E T A, Organization covenants that neither it not 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 pcrformance of this Agreement, no person having such Interest shall be employed or appointed as a i ,ember of its governing body. U. Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any Interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himselnerself, or others; i r' . . particularly those with which he/she has family, business, or other tics. C. No officer, member, or employee of City and no member of lu governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying PAGE 8 } . 1 r r✓ c. , out of this Agreement shall (1) participate in any decision relating le Ic Agreement which affects his personal interest or the interest in any corporation, partnership, a association In which lie has direct or indirect interest; or (2) have any interest, direct or Indirect, in this Agreement or the proceeds thereof. X1V. NEPOTISM Organization shall not employ In any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organization, or Is a member of Organ! z lion'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, NOTIC 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 mai;, postage prepaid, registered or certified, return receipt requested, addressed to Org,am7Ation or City, as the case may be, at the follo%%Ing addresses: CITY ORGANIZATION City of Denton, Texas Director Attn: City Manager C.A.S.A. of Denton County 215 Ii. McKinney St. E0. Box 2885 Denton, TX 76201 Denton, Ter.as 76202.2885 dither party may change its mailing address by sending iritiee of change of address to the other at the above address by certified mail, return receipt regt.esrr j. XVI. MI AN= A. 01 ganizatfon shall not transfer, p!Mge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parries, bank, trust company or other financial institution without the prior written approval of City, B. Iran)- provision of Cris Agreement is held to be invalid, illegal, or unenforceable, the icmaining provisions shall remain in full force and effect and continue to conform to the original rr' intent of both parties hereto. ; ; !i C. In no event shall any payment to Organization hereunder, or any other act ,,r failure of City to insist in any one or more Instances upon the terms and conditions of this Agreement PAGE 9 E 0 t constitute or be construed in any way to be a waiver by City of any breach of covn whlch may then or subsequently be committed by Organization eant or default . Ndthersheli 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, e„nstivites the entire Agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whats'ever, unless properly executed In writing, end if appropriate, recorded as an amendment of this,kgreement. j B. 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. I F. This Agreement shall be interpreted In accordance with the laws of the Stale of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WI TNE" I F F, the es o hereby al ix their signatures and enter Into this Agreement as of the day o=I.M. I I PAGE 10 ij i f ' r, CITY OF DENTON, TEXAS BY; _ JACK L ,MAYOR f I PAGP 11 /ol 0 ATTEST: JENNIFER WALTERS, CITY SECRETARY i i BY: APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY ' Cr BY: C,A.S.A. of Denton County i BY: zaj I ATTEST: BY: r ua b'7Q. 4 I I i 0 i I City o Den Ion Commonlly Dtvelopment DivIson Qualifying 2nc=4 Limits for Federally kosiated Frogreme Fy 1!!l400e Maximum Income Levels Fmmlly Moderate Income Low Income Vey Low Income Exhm* Low Income We 80%-68%AMI 85%-51%AMI 80%-S1%AMI 30%&50bwAMI 1 532,800-$26,501 $28,500.120,351 120,350.112,201 $12,200 or Below $37,250. $30,251 $30,250. $23,301 $23,300.313,951 SAW W Below 3 541,900.534,051 134.060 $28,200-!15,701 $15,100 or Below 4 $48,550.$37,851 1371850.129,101 $29,100.111,451 $17,460 or Below i 550,300•$40,851 $40,850.531,451 831,450-1118,851 118,840otbelow E c $54,000.843,901 143,900.133,751 133,780, 820,251 $20,250 orSetow 7 $57,750 • $46,901 348,900 • $38,101 138,100 - 1121,881 121,840 or Below 8 $81,450-$49,951 $49,950.138,401 138.400-$23,051 $23,050 or Below Source; U.S. Department of Housing end Urban Development Effecove October 1 1999 I I i t. , 1 I f Ile r o c e EXHIBIT W' WORK STATEMENT CASA OF DENTON COUNTY • Ensure that permanent, safe homes are secured for abused children in Denton County who have been removed from their home and placed Into foster care, in as short a time as legally possible, a Provide "court approved" training to Denton County residents serving as volunteer advocates. Volunteers will be directed and supervised by CASA's professional staff. • Ensure that potential volunteers complete an application and background check before an Inviustion Is extended to attending training. Provide the court an independent fact-finding Involgation and make a recommendation for a permanent home for the child. • Provide assistance in filing for Victim Compensation Benefits. t t u EXHIBIT"B" BUDGET CASA OF DENTON COUNTY City of Denton Funding $8,000.00 ` Monthly salary request S 666.00 (Executive/ Program Director) The monthly reimbursement request of 5666.00 will be used to reimburse CASA for the salary expenses of the executivaprogram director. i r rt 17 i ~ r ► to % I a r ~~aaoaooo~'°~ r✓ L u , ki 1999.2000 SERVICE AGREEMENT BFTWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY CHILDREN'S ADVOCACY CENTER This Agreement is hereby entered into by and between the City of Denton, Texas, a Horne Rule Municipal Corporation, hereinafter referred to as "City", and the Denton County Advocacy Center, a non-profit corporation, 1960 Archer Avenue, Lewisville, Texas 75067, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee ("IISC") has reviewed the proposal for services and has determined that Organization per,orms an Important service for the residents of Denton without regard to race, religion, color, age or national origin, and HSC recommends the purchase of services; and WI IEREAS, City has determined that the proposal for services menu assistance 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. KQpE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: A. Provide facilities for law enforcement to video tefe interviews with child victims or courtesy interviews when they would prefer not to question the child themselves. 13. Provide facilitation of weekly multi disciplinary case reviews to ensure interagency { collaboration on new cases. C. Provide crisis stabilization for victims and non-offertding family members throughout the investigation. D. Provide therapy services for victims and coordination of sexual abuse examinations. Organization shall perform those services described In the Work Statement herein attached as zz' lixhibit A and incorporated herein by reference., tr G r C+ Y k 11. Q@(,_IDATIONS OUROANIZATION In consideration of the receipt of furrls from City, Organization agrees to the following terns and conditions: A• Tcn thousand Dollars ($10,000) may be paid to Organization by City, and the only expenditures reimbured from these 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 senices as provided herein, Organization shall not wilize these funds for any other purpose, B. the Organization will es+ablish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime, D. the Organization 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 whcnever adopted. E. The Organ imtion will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. The Organization will promptly pay sill 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. 0. 'the Organization will appoint a representative who will be available to meet with City's Executive Director of Finance and other City officials when requested. 11 The Organization will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organizalion, its employees, And/or contractors. L The Organizat?on will submit to City copies of year-end audited financial statements. 111. TINlE OF YERFOMt tLcE The services funded by City shall be undertaken and completed by OrganizaLnoe within the following time frame, ' October I, 1999 through September 30, 2000, unless the contra.: Is sourer tcrminafed tinder Section VII "Suspension or termination". PAGE 2 n L, i F IV. PAYMENTS A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of money not to exceed Ten Thousand Dollars (S 10,000) 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, Organizltion's failure to request reimbursement on a timely basis, may jeopardize present or future funding, B. Excess PAYMENT. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly In accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. C. Organizallon's reimbursement request for any one month p:dod will not exceed one•fiff (1!5) of any budgetad line items for costs as specified in Exhibit B. 0. IM."BUCATION OF FUNDS/REVERSION OF ASSETS. In the event that actual expenditures Jev,ate 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. if City finds that Organization is unwilling and/or unable to comply with any of the terms of this Contract, City may require a refund of any and all money expected pursuant to this contract by Organization, as well as any remaining unexpended funds which shall be refunded to City within ten working days of s written notice to organizallou to revert these Nnanciul assets. The reversion of these financial assets shall b. In addition to avy other remedy available to City either at law or in equity for i.. ach of this contract. 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 Agrecment, within fifteen (15) working days following the close of the contract pcrfod. Organizaif on shall utilize the form agreed upon by City u ,id Organization. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the senices can be continuously monitored. Organization agrees to make available Its financlal records PAGE 3 i v for review by city at City's discretion. In addition, Organization agrees to prov de City the following data and reNrts, or copies thereof; A. Ali external or internal audits. Organization shall submit A COPY of the annLil independent audit to City within ten (10) days of receipt, D. All external or internal evaluation reports. C. Quarterly performance/beneficiary reports to be submitted In January, April, July and September, to include the following data; number of persons served, number of households served, race, income, female head of household, disabilities and other information if requested by city. Organization will provide the above information on beneficiary report form provided by City, 1). Organlzation agrees to submit quarterly financial statements In January, April, July, and expenditurres,'outstand outstanding obligations Include and beginnig and ending balances accounting of all revenues, H. An explanation of any major changes in program services. F. To comply with this section. Organization agrees to maintain records that will provide accurate, current. separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shalt contain sufficient documentation to provide in detail full suNnrt and jostification for each expenditure. Organization ree to tl cssit) all and expenditure of funds under is Agreemen or five years.s pertaining 0, Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records whkh clearly reflect the level and benefrt of services provided under this Agra mem. Vl.j~g1 E:CtORC't~T~,TINC}S !luring the term of'his Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall Include an agenda and a brief description of the matters to be discussed, Organization understands and agrees that City`r rcpresenlatives shall be afforded access to all meetings of its Board of Directors. i Minutes of all meetings ofOrganizntion's bovcming body shall be available to City within ten A r (10) working days of approval. PAGE 4 t.~ VII.MPENSIO;c; ORT RMIL4ATtON A. The City may terminate this Agreement for cause if the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the arms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated In this paragraph. B. The City may terminate this Agreement for convenience at any time. If this Agreement Is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination. In no event will this cor.,pensation exceed an amom, which bean the same ratio to the total compensation as th; services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption of funding and specify a reasonable date for compliance. In case of termination, Organization will remit to City any unexpended City Ponds. i Acceptance of these funds shall not constitute a waiver of any claim City may otherwise have arising out of this Agreement, VIII. EQUAL OPPOR LNIi Y AND COIvIPLIANCE WITH .AWc A. Organizaatfon 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 clTcctive date of this Agreement. B. Organization shall comply with all applicable equal employment opportunity and at)irmative 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. U. In the event of Organization's noncompliance with the non-dkrimination requirements, the Agrcymont may be canceled, terminated, or suspended in whole or in part, end Organization may be barred from further contracts with City. IX. WARRANTIES 0ROAN I1.ATION represents and warrants that: PA09 5 {1 i v i A. All information, reports and data heretofore or hereafter requested by City and famished 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 withour written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwlse, 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 trovisions of any existing indenture or agreement of Organlzation, E. Organization has the power to enter Into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement, F. None of the assets of Organization are subject to any ifen or encumbrance of any character, except for current tares not delinquent, except as shown in the financial statements furnished by Organization to City. fiach of these rceresentations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X, CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the toms 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 bel%veet, ur among approved line4tems within budget categories set forth in Exhibit B without prior written approval of the Community J Development Administrator ror the City, Organization shall request, in pricing, the budget revision ' in a form prescribed by City, and such request for revision shall not increise the total monetary obligation of City under this Agreement. In addition, budget revisions cannot c gnificantiy change the n, ture, intent, or scope of the program funded under this Agreement. PAOF. 6 c• C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) dese,ibed herein is altered according to the total !e, cis contained in any portion of Exhibit B. D. It is understood and agreed by the parties hereto that changes in the State, Federal or INal laws or regulations pursuant hereto may occur during the term of thi! Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a pan 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 :he 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 s in Exhibit 13 shall require the prior written approval of City. j 0. Organbation agrees to notify City of any proposed change In physical location for work performed under this Agrectrrml at least thirty (30) calendar days in advance of the change. It. Organization shall notify City of any changes In personnel or governing board composition. 111 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 sold programs will be permitted. XI. INDENINIFIC,~IMN A. It is expressly understood and agreed by both parties hereto 6.,lt City Is contracting with Organizatlon as an independent contractor and that ■s 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 prom the performance or omission , (me), tmployee, agent or representative of Organization. 11. Organization agrees to provide the defense fo:, and to Indemnify and hold harmless C'iq Its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omisvion of City, Its agents or employees. PAGE 7 rJ t ]1 1 XI I. INSURANCE A. Organization shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement, B. The premises on and In which the activities described in Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Ownctacnant" coverage with Cily named as an additional Insured. Upon request of Organization, City may, at its sole discretion, approve alternate Insurance coverage arrangements. C. Organization w'il) 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 ere 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 possesslon of a valid license and Insurance must be maintained on a current basis in Organization's files. 1i. Actual losses are not covered by Insurance as required by this Section arc 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 Organization bc• 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 not 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 rmployed 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 NO= position for a purpose that is or gives the appearance of being motivated by desire for private gain for himselfiheraelf, or o&"; z z A particularly those with which he'she has family, business, or other ties. C. No officer, member, or employee of city and no member of iu governing body wbo exercises any function or responsibilities in the review or approval of the undertaking or earryina PAGE 8 v c, 1 A, out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the Interest in arty 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, XIV. NEPOTISM Organization shall not employ In any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organization, or Is a member of Organization's governing board. The tern "member of i.ro nediate family" Includes- wife, husband, son, daughter, mother, father, brother, sister, in-laws, tunt, 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 e.: terms of this Agreement shall be deemed to have been delivered, whether actually received or toot, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: CITY OR(JANI7.AIION City of Denton, Texas Director Attn: City Manager Denton County Children's Advocacy 215 F. McKinney Center Denton, TX 76201 1960 Archer Avenue Lewisville, Texas 75067 i Either pan), may change its mailing address by sending notice of change of address to the other at the above address by certified mail, rett rn receipt requested. XVL MISCELLANEOUS A. Organization shall not transfer, p'edge or otherwise assign this Agreement or any interest Ihercin, or any claim arising thereunder to any party or parties, bank, trot company or other financial institution without the prior written approval of City, 11, If any provision of this Agreement is held to be Invalid, illegal, or unenforceable, the z r . remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. PAGE 9 ii J L I C' F 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 constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any rc•ht, tower, 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 Cl:y may waive the effect of thde provision. D. This Agreement, together with referenced exhibits and attachments, constitu}es the entire :agreement between the parties herew, and any prior agreement, as,,ertion, statement, understanding, or other commitment occurring during the tens of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed to 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. 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 s court of competent jurisdiction sitting In 'enton County, Texas. IN WITNESSF, the es a hereby affix their signatures end enter into this Agreement as; f the day of AM. , I i N114 DAdE 10 h G u CITY OF DENTON, TEXAS BY: JACK L',MAYOR ATTEST: JENNIFER WALTERS. CITY SECRETARY I BY. J APPROVED AS TO LEGAL FORM: IIER13ERT PROUTY, CITY ATTORNEY rf3Y; DENTON COUNTY CHILDREN'S ADVOCACY CENTER i BY: DIRECTOR ATTES BY, b''CR ;TA Y I PAGE 11 i f r -0 "pip M-1 o . City of Denton - Community Development Division Qualifying Income Limits for Federally Areinted Programs FY 1999-2000 City of New -Community Develop meet Divblon 4lualifying incose Unfits for Federally Assisted lrograes ry 19s~aaoo _ Maximum Income Levels Femny Moderate Ineome Low trams Vol Low Meome Ermine Low h>come Stu 80%-88%AMI 85%-91%AMI 80%-S1%AMI 9%iBelow AMl 1 $32,800.126,501 829,500820,351 $20,350.112201 $12,200orBebw 2 837,250 -$30,251 330.250- $23,301 $23,300.813,051 813,950 wBebw 3 8:1,900.834,051 5341080428,201 $28,200.815,701 $15,700 a Bsbw 4 548,850.$37,851 837,850.829,101 829,1001$17,451 $11,45A of aakm 5 $50,300. $40,851 840,650.831,461 $31,450. 118,851 818,850 or Below 8 $54,000.843,901 843,900.833,751 833,760•$20,25t 820,350orBylaw 7 $57,750 - $45,901 $48 900.138,101 $38,100.821,951 821,850 or Below 8 $61,450-$49,951 $49.950.836,401 838,400-823,051 123,050 or8elow Source: U. S. Depart wl of Houtkp and Urban Development EMecBve Oct" 1.1999 i %►r~ E 77 ca u f. r EXHIBIT "A" WORK STATEMENT DENTON COUNTY CHILDREN"S ADVOCACY CENTER a work in conjunction with the Denton Police Department, Child Protective Services, and appropriate service providers to serve child victims of sexual and serious physical abuse, their ! non-offending family members, and the involved professionals. a Provide facilities for law enforcement to video tape Interviews with child victims a Provide assistance with setting up courtesy interviews rot law enforcement when law enforcement would prefer not to conduct the Interview a Provide facilitation of the +.veckly multidisciplinary case review to ensure interagency collaboration on cases. a Provide crisis stabili7ation for victims and non-offending family rumbers. a Provide therapy services for victims and non-offending family members. a Provide coordinatior. of sexual abuse examinations when needed, 3 1 a i J 1 1 i Q t f EXHIBIT "B" BUDGET DENTON COUNTY CHILDREN'S ADVOCACY CENTER 'Ehm funds %ill be used is help support the salaries of the Executive Director and the AdmInlstrative Assistant. The Adminixtradve Assistant spends a portlat of her time manaping case tracking stmices, This computM;,-.J case tacking ensure that victims r.refve the services that they need and that their cases are handled expeditiously, IU Executive Director oversees all vfcdms' services and assists with direct client crisis fntervention. Salary Expenses: S10,000 I f ' i I- i 1 i l MOM a j ai ~ r d ~ Kp~417~000W""i I r C~ s 19" 2000 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY MENTAL HEALTH AND MENTAL RETARDATION CENTER IN% 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, herelna6 ter referred to as CITY, and Denton County Mental Health and Mental Retardation Center, 2519 Scripture Street, Denton, Texas 76201, a community center created under Texas Health and Safety Code, Chapter 534,001, hereinafter referred to as CONTRACTOR. WHEREAS, Cly'Y has received certain funds from the U.S. Department of Housing and Urba,t Development under Title 1 of the Ilcusing and Community Development Art of 1974, as amended; and WHEREAS, CITY has adopted a budget for such funds and included therein an author. lied budget for expcndirure of funds for programs and activities for teens residing in Denton; and %111EREAS, CITY has designated the Community Development Office as the division responsible for the administration of this Agreement and all matters pertaining thereto; and WHEREAS, CI1 Y wishes to engK,ge CONTRACTOR to carry out such project; NOW, TI Il'.RLFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. 1 ERIN this Agreement shall commence on or as of October 1, 1999. end shall terminate on September 30, 2000, unless sooner terminated in accordance with Section 26 "Termination". 2, 1IESPONSIDILITIES CtJNI RACTOR hereby accepts the responsibility for the performance of all servlcee and activities described in the Mork Statement attached hereto as Exhibit A, and Incorporated hereln by reference, in a satisfactory and efllcicnt manner as determined by CITY, In accordance with i, thr terms herein. CITY will consider CONTRACTOR's executive officer to be CONTRAC• 4r IOR's representative responsible far the management of all contractual matters pertaining j~ hereto, unless Written notification to the contrary Is received from CONTRACTOR, and ep• pro%ed by CIIY. u i 4 The CITY's Community Development Administrator will be CITY's representative re- sponsible for the administration of this Agreement. 3. CITY'S OBLIGATION A. Limit of Liability, CITY wili reimburse CONTRACTOR for expenses incurred pur- suant and In accordance with the project budget attached hereto as Exhibit B and incorporated herein by reference, Notwithstanding any other provision of the Agreement, the total of all pay- ments and other obligations made or Incurred by CITY hereunder shall not exceed the sum of $10,()00, A. Measure of Liability. In consideration LT full and satisfactory services and activities hereunder by CONTRACTOR, CITY sb.rll make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, subject to the limitations and provisions set forth in t)u: Section and Section 7 of this Agreement, (l) The parries expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Development Block Grant (CDBO) funds to meet Cars liabilities undo. this Agreement, If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR in writirg within a reaso,,able time after such fact hds been determined. CITY may, at its option, either reduce the a.n0unl of its liability, as specified in Subsec- tion A of Us Section or terminate the Agreement. If CDBO fL-As allaible fa: use 'or purposes of this Agreement are reduced, CITY shall nut to liable for further paymtws due to CONTRACTOR under this Agreement. (2)1t is expressly understood that this Agreement in no way obligates the General , Fund or any other monles or credits of the City of Denton. (3) CH Y shall not be liable for any cost or portion thereof which: (a) has been pald, reimbursed or Is subject to payment or reimbursement, from any other source, (b) was incurt A prior to the beginning date, or after the ending date specl• fied in Section 1, (c ) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) has not been billed to CITY within 40 calendar days following billing it to CONT RACIDR, or termination of the Agreement, whichever date IR t' o earlier; or e i r 2 ti c~ (e) is not an allowable cost as defined by Section I 1 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 CONTRACTOR requiring prior written authorization form CITY, or after CITY has requested that CONTRACTOR fwttish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to pro- ceed. (S) CITY shall not be obligated or liable under tha Agreement to any party other than CON TRACTOR for pe,,mcnl of any monies or provision of any goods or services. 4, COMPLIANCE WITH FEDF'RAL, 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 }lousing 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 )lousing and Community Development Act of 1974 (P,L, 93.383) as amended and with regulations promulgated thereunder, and codified at 24 C'FR $70. 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 accru.:s and certifies that if the regulations and Issuances prom. ulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 24 ofthis Agreement. CONTRACTOR agrees to abide by the conditions of and comply with the requirements of the Office of Management aed Budge', Circulars Nos. A•1 10 and A•122, D. CONI RACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances ofthe City of Denton, S. REPRESENTATIONS A. CON'i RACTOR assures and guarantees that It possesses the legal authority, pursuant to any prapcr, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement, , B. I'he person or persons slgning and executing this Agreement on behalf of CONS I RAC TOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by t 3 4 CONM CTOR to execute this Agreement on behalf of CONTRACTOR and to validly and le- Bally bind CONTRACTOR to all terms, performances rind 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 tcrrrnated 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, not in any way serve to rtYwcr the resources, services, or other benefits which would have been available to, or provided through, CON1 RACTOR had this Agreement not been exe- cuted, 6. PERFORMANCE BY CONTRACTOR CONTRACTOR vill 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 lncorpo. rated herein for all pwitscs and deemed by both panics to be necessary and sufficient payment far full and satisfactory performance of the program, as determined solely by CITY and in ac• cordance with all other terms, provisions and requirements ofthis Agreement. No modifications or alterations may be made In the Work Statement without the prior + writicn apps val of the City's Community Development Administrator. 7, PAYMENTS TO CONTRACTOR A. Payments to Contractor, The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $10,000 fur services rendered under this Agreement. CITY will pay those funds on a reimbursement basis to the CONTRACTOR within twenty days after CITY has recched supporting documentation. CONTRACTOR's failure to request reimbursement on a timely basis may jeopardize present or future funding. Funds are to be used for die sole purpose of providing can management services to the growing number of mentally Impalred persons being released to Denton from TD)C! facilitles and the Denton County Jail, as well as to adult offenders remaining ht the community on proba- tion, funds will be used exclusively to sent individuals who do not meet the Texas Mpanment ' of Mental I leaith and Slental Retardation priority i population for mental health services, 4 r C 0. Excess Payment. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any tiffs ek:reaRer determines: (1) has resulted in overpayment to CON' FRACIOR; 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/Reverslon of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disap- proved as a result of any auditing or monitoring by CITY, the Department of Housing and Urban Development, ar any other Federal agency, CONTRACTOR will refund such amount to CITY within ten working days of a written notice to CONTRACTOR, which specifies the amount dis• allowed, If CITY finds that CONTRACTOR Is unwilling and/or unable to comply with any of the terms of this Contract, CI1 Y may require a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten days of a written notice to CONTRACTOR to revert these financial assets. T he reversion of these Onancial assets shall be In addition to any other remedy available to CYTY either at law or In equity for breach of this Contract. Refunds of disallowed costs may not be made from these or any funds received from or through CITY. D. Obligation of Funds. In the event that actual expenditure rates deviate from CON. I MACTOR'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. E. Contract Close Out. CONTRACTOR shall submit the Agreement close out package , to C 1'IV, together with a final expenditure report, for the time period covered by the last invoice requesting reimbursement of funds under this Agreement, within IS working days following the close of the Agreement period. CONTRACTOR shall utilize the form agreed upon by CITY and CONIItACTOR, g. WARRANTIES CONTRACTOR represents and warrants that: A. All information, reports and dnta heretofore or hereafiet requested by CITY and fur- nished to CITY, are complete and accurate as of the date shown on the Information, date, or tea port. and, since that date, have not undergone any slgnifleant change without written notice to 4s n CITY, S tJ C' 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 teport, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR, C, No litiga'jon or legal proceedings are presently pending or threatened against CON- TRACTOR. D. None of the provisions herein contravenes or is In conflict with the authority under 1-Mch 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 tinder the terms and conditions of this Agreement, i f, Notts 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 shs't be continuing and shall be deemed to have been repeated by the submission of each request for payment. 9. COVENANTS A. During the period of time that payment may be made hereunder end to long as any payments ron.din unliquidated, CONTRACTOR shall not, without the prior mitten consent of the C'om uunity Development Administrator or her authorized representative; (1) Mortgage, pledge, c,r otherwise encumber or sufrer to be encumbered, any of the assets of CON rmc fa now owned or hereafter acquired by it, or permit any pro. existing mortgages, liens, or other encumbrances :o remain on, or attached to, any asscN of CONTRACTOR which are allocated to the performance of this Agreement and with respect to which C'IT Y has owricrship hereunder. (2) Sell, assign, pledge, transfer or otherwise dispose of accounts recelvnbles, notes or claims for money due or to become due. (3) Sell, convey, or lease all or substantial part of Its assets, Sri (4) hfak.e any advance or loan to, or Incur any liability for any other firm, person, n entiO of corporation as guarantor, surety, or accommodation endorser. 6 r c~ c(5) Sell, donate, loan or transfer any equipment or item of personal property put- chased with funds paid to CONTPLALCTOR by CITY, unless CITY amhodzes such trans- fer, B. Should CONTRACTOR use funde received under thh Agreement to acquire or Im- prove real properly under CONTRACTOR's control, CONTRACT OR agrees and covenants: (1) That the property shall be used to meet one of the national objectives stated in 24 CFR $70 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 Ns property less any portion of the value aaributable to expenditures of nor.-CDBO funds for acquisition of, or improvement to, the property, C !'^'MACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsord by the Community Mvelopmem Office. 10, ALLOWABLE COSTS A. Costs shall be considered allowable only if Incurred directly and spa dcally in the performance of and in comiliance with this Agreement and in conformance with the standards and provisions of Exhibits A and B. B. Appruval of CON'TRACTOR's budget, Exhibit B, does not constitute prior written approval, even though certaln items may appear herein. CITY's prior written authorization Is re- quired in order for the following to be consldctcd allowable costs (1) lincumbrances or expenditures during any one momb period which exceeds , one-fifth (W) of the total budget as specified In Exhibit B. } (2) CITY shall not be obligated to any third parties, Including any subcontractors of C'ONT'RACTOR, and C11 Y funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement, (3) Out of town travel (4) Any Alterations or relocation of the facilities on and in which the activities specified in Exhibit A are conducted, (3) Any alterations, deletions or additions to the Personnel Schedule Incorporated rt, in Exhibit B. r; Ile \ , n (6) Costs or fees for temporary employees or services. 7 cc, 1 1 (7) Any fees or payments for consultant services. (8) Fees for attending out of town meetings, seminars or conferences, Written requests for pror approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY. CONTRACTOR must obtain written approval by CITY prior to the cc t,mencement of procedures to solicit or purchase serv. ices, equipment, or real or personal property. Any procurement or purchase which may be ap- proved under the terms of this Agreement must be conducted In its entirety In accordance with the provisions of this Agreement, It, PROGRAM ]INCOME A, For purposes of this Agreement, program income means swings of CONTRACTOR j reatitcd from activities resulting from this Agreement or from CONTRACTOWs wartagement of n;nding provided or received hercunden Such earnings Include, but are not limitrd to, income from Interest, usage or rental or lease fees, income produced from contract•suppo :k l services of individuals or employees or from the use or sale of equipment or facilities of Ct NTRACTOR provided as a result of this Agreement, and payments from t'',.r,ts or third parties for services rendered by CONTRACTOR under this Agreement. B. CONTRACTOR shall maintain records of the receipt and disposition of program i, come in the same manner as required for other contract funds, and reported to CITY in the I'x- mat prescribed by CITY. CITY and CONTRACTOR agree, bastd upon advice received from representatives of the U.S. Department of lluusing and Urban Development (HUD), that any fees collated for services performed by CONTRACTOR shall be spent only for service provision. These tees 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 subcontracts which involve other Income-producing services or activities. D. It Is CONTRACTOR's responsibility to obtain from CITY a prior determination as to whether or not Income arising directly or Indirectly from this Agreement, or the performance thereof, constitutes program Income, CONTRACTOR is ;esponsible to CITY for the repayment of any and all amounts determined by CITY to be program Income, unless otherwise approved In variting by C1 FY, I7. MAINTENANCE OF RECORDS A. CON I RAL'TOR agrees to maintain records that will provide accurate, current, sepa- r „ Ar rate, and complete disclosure of the status of the funds received under this Agreement, In com- pliance with the provisions of Lxhibit El, attached hereto, and with any other applicable Federal 8 I and State regulation, 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 I;. this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agtxment or any applicable law. CONTRACTOR shr li include the substance of this provision In, J subcontracts. D. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the operation of programs and expenditures of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility 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 deerr necessary, the CONTRACG TOR 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 represetitatives to audit, exam- ine, 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. 13. REPORTS AND INFORMATION At such times ant, in such form as CITY may require, CONTRACTOR shall R:mish such stau,iments, rceords, data and infonnatlon as CITY may request and deem pertinent to matters covered by this Agreement. CONTRACTOR shall submit quarterly bencflclary and financial reports to CITY no less ' than once each three months. The beneficiary report shall detail client information, including race, Income, ferrdle head of household and other statistics required by CITY. The flnanciel re• port shall include Information and data relative to all programmatic and flnancial reporting m of the beginning dale specifled in Section I of Ws Agreement. Unless a written exemption lids been granted by the CITY, CONTRACTOR shall submit an audit conducted by Independent examiners within ten days alter receipt of such. 1,. MONITORING AND EVALUATION A. C11 Y shall perform on-site monitoring of CONTRACTOR's perfor wises under this Agreement 7 i c I B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities 'o ensure adherence by CONTRACTOR to the Work Statement, and Program Ooals and Objec- tivcs, which are attached heretu as Exhibit A, as well as other provisions of this Agreement. C. CONTRACTOR agrees to cooperate fully with CITY in the development, Implemen- tation and maintenance of record-keeping systems and to provide data determined by CITY to b,. necessary for CITY tr, effectively fulfill its monitoring and evaluation responsibilities, i 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 CIl Y stall. i E. After each official monitoring visit, CITY shall provide CONTRACTOR with a writ- ten report of monitoring findings. F. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR1s funding or regulatory bodies to CITY within five working days of re- ceipt by CONTRACTOR, Is. DIRECTORS' MEETINGS During the terms 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 Includ,o an agenda and a brief description of the matters to be discussed. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' me(aiags. Minutes of all meetings of CONTRAcrOR's governing body shall be available to CITY within ten working days of oploval, 16. INSURANCE A. C'ONl'RAC'rm shall observe sound business practices with respect to providing such bonding and Insurance as vould provide adequate coverage for services offered under this Agrcentcnl. 13.1 he premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these e:tivitles, shall be covered by premise liability Insurance, com- monly referred to as "OwmcrlTenant" coverage with CITY named as an additional Insured. Upon At, request of C'ON'tRACTOR, CITY may, ai its sole discretion, approve alternate Insurance cover. age arrangements. 10 i ' J f C. CONTRACTOR will comply with applicable workers' compensation statues and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable. 0. CONTRACTOR will maintain adequate and continuous liability insurance on all ve- hicles owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who are required to drive a vehicle in the norr:al scope and course of their employment must possess a valid Texas drivers license and automobile liability insurance. Evidence of the employee's cutTent 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 ofchanga in the policy at least 30 days prior to such change or cancellation. 17. 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 30 days of the effec- tive date of this Agreement. I B. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations, C. CONTRACTOR will furnish all information and reports requested 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. U. In the event of CONTRACTOR's non-compliance with the non-discriminatlon re- quireme+tts. CITY may cancel or terminate the Agreement In whole or in part, and CONTRAC. 1 OR m,y he barred from further contracts with CITY. 18. PERSONNEL POLICIFS Perm nnel tx)liclcs shall be established by CONTRACTOR and shall be available for ex- antinaticat. Such personnel policies shall: i A. Be no more liberal than CITY's personnel policies, procedures, and practices, Includ- ing p,dicies with respect to employment, salary turd wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel and J II III it c• B. Be in writing and shalt be approved by the governing body of CONTRACTOR and by CITY. 19. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body pres. ently 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 em- ployed or appointed as a member of its governing body. D, 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, par- ticularly 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 af- fects is 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 proceed: 'hereof 20. NEPOTISM CON1 RACT'OR 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 CONT'RACTOR's governing board. The term "member of immediate family" in- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, stepparent, stepchild, half-brother and half-sister. 21. POLITICAL OR SECTARIAN ACTIVITY A, None of the performance rendered hereunder shall involve, and no portion of the funds rccci%ed by CONTRACTOR hereunder shall be used, either directly or indirectly, for any politi- cal activity (including, but not limited to, an activity to further the election or defeat of any can- didate for public effce) or any activity undertaken to influence the passage, defeat or final con- tent of legislation. Ai I 11. 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 12 a 1 i I 1 construction, operation, maintenance or administration, or be utilized so as to benefit in any manner any sectarian or religious facility or activity. 22. PUBLICITY A. Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under this Agreement. In any news release, s1gn, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advertising medium shall state that the U.S. Department of Housing and Urban Devel- opment's Community Development Block Grant Program funding through the City of Denton has made the project possible. B. All published material and written reports submitted under this project must be origi- nally developed material unless otherwise specifically provided in this Agreement. When mate- rial not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote. This provision is applicable when the material is in a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page: This document is prepared in accordance with the City of Demon's Community Development Block Grant Program, with funding received from the United States De- partment 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, correspon- dence and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. 23. FUNDING APPLICATIONS CON IRAC WR agrees to notify CITY each time CONTRACTOR is preparing or sub- mitting any application for funding in accordance with the following procedures: A. When the application Is in the planning stages, CONTRACTOR shall submit to CITY a description of the funds being appliA for, and the proposed use of funds, 11, Upon award of or notice of award. whichever is sooner, CONTRACTOR shall notify CH V of such award and the effect, if any, of such funding on the funds and program(s) con- r tracted hereunder. Such notice shall be submitted to CITY, in writing, within ten working days of receipt of the notice of award or funding award by CON rRACTOR, together with copies of the budget, program description, and Agreement, vmo) 13 1 RRR V Y C, CONTRACTOR shall not use funds provided hereunder, whether directly or indi- rectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior written consent of CITY. 24. CHANCES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both pubes, except when the terms of this Agreement expressly provide that another method shal l 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. CON- TRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligai;on of CITY under this Agree- ment. 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 information, 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. 1), It is understood and agreed by the parties hereto that changes In the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written Amend- ment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. Ii. Cl TY may, from time to time during the term of the Agreement, request changes in Exhibit A which may include an increase or decreased In the amount of CONTRACTOR's com- pensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations. deletion, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY. G. C'ON'I RACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least 30 calendar days in advance of the change. 11. CONTRACTOR shall notify CITY of any changes In personnel or governing board cumpositiun , f . f 14 IAL 0 i s 1. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the tran, fer of funds between or among said programs will be permit- ted. 25. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly per- form each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten 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 no- tice shall set forth the default er failure alleged, and the action required for clue. The period of such suspension shall be of su.'t duration as is appropriate to accomplish corrective action, but in no event shall it exceed 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 com- pliance, the provisions of Section 26 may be effectuated. 26. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph: (1) CON'fRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section 23. (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement. (3) Termination or reduction of funding by the United States Department of I lousing and Urban Development. I (4) finding by CIT1' that CON] RACTOR-. (a) is in such unsatisfactory financial condition as to endanger perform- ance under this Agreement; (b) has allocated inventory to this Agreement substantially exceeding rea- wriable requirements; ~r ~trt IS r ' r r• 1 c, f (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 pan of CONTRACTOR's property, or institution 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 4, and Section 24(b), of this Agree- ment. (7) The commission of an act of bankruptcy. (B) CONTRACTOR's violation of any law or regulation to which CONTRAC- TOR 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 source specified in Exhibit B. B. CITY may terminate this Agreement for convenience at any time. If this Agreement is terminated by CITY for convenience, CONTRACTOR will be paid an amount not to exceed the total of accrued expenditures as of the effective date of termination. In no event will this com- pensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made. C. CON' RACTOR may terminate this Agreement in whole or In part by written notice to CITY, if a terminmion 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 de- fined in a contract between CONMCTOR and the funding source in question. i CONIRACTOR may terminate this Agreement upon the dissolution of CONTRAC- TOR's organization not occasioned by a breach of this Agreement. 1). tlpon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or other- wise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement. CI I Y shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date listed on the notice to terminate referred to in this paragraph. 1. 17, Notwithstanding any exercise by CITY of its right of suspension or termination, CONI RACIOR shall not be relieved of liability to CITY for damages sustained by CITY by 16 i c• r1 virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reim- bursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONT RACTOR is agreed upon or otherwise determined. 27. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any per- son(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give writtet notice thereof to CITY within two working days after being notified of such claim, de- mand, suit or other action. Such notice shall state the date and hour of notification of any such claim, demand, suit .)r 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 ei- ther personally or by mail. 28. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY Is con- IL-acting with CONTRACTOR as an independent tuntractor and that as such, CON- TRACTOR 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 represen- tative of CONTRACTOR. 8. CONTRACTOR agrees to provide the defense for, and to Indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and ImpltmentaNon except to the extent caused by the willful act or omission of CITY. Its agents, tmployees, or contrae- lors. 29. MISCE:LLANEOITS A. CON I RACTOR 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 tither financial institution without the prior written approval of CITY. If, [far.), 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 confotm to the original intent of both parties hereto, 17 C t . I I o C. In no event shall any payment to CONTRACTOR hereunder, or any other act or fail- ure of CITY to insist in any one or more instances upon the terms and conditions of this Agree- ment 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 rem- edy available to CITY to enforce its rights hereunder, which rights, powe*s, privileges, or reme- diea are always specifically preserved. No representative or agent of CITY may waive the effect of this provision. U. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, un- derstanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; not shall an agreement, assertion, statement, understanding, or other commitment occurring during the ;ern, of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, re- corded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise betweett the parties hereto per- taining 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. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set forth below: TO CITY; TO CONTRACTOR: I City Manager Chief Executive Officer City of Denton Denton County MHMR Cen' ' 215 E. McKinney St. 2519 Scripture Street Denson, Texas 76201 Denton, Texas 76201 0. 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 competent jurisdiction sitting in Denton County, Texas. IN WITNESS OF WHICH this Agreement has been executed on this the ~ day of 1999. q 19 s a CITY OF DENTON BY: MIC I W.1 , CI AGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: •A~\ APP VEDAS 0 LEOAL FORM: HERBERT L. PROUTY, CITY TTORNFY BY: i DENTON COUNTY MENTAL HEALTH AND MENTAL RETARDATION BY:C RAM MINISTRATOR ATTEST: A BOARD CHAIRMAN CHIEF XEC I•IV FFICER stA. hwmmYC~n~nwevn~mr L' t { t9 f ;r G ' `I f City of Denton - Community Development Division Quaii6ing Income Limits for Federally Assisted Programs t►Y 1999-2000 City of Denton -Community Development Div loa Qualifying Income Limits for Federally Assisled Programs ' /7f 1999-1000 Maximum Inc& %Levels Family Modems Irxome Low Income Hart' low booms Extremely Low income size 80%-611%AMI 65%-51%AM[ 50%-31%AMI 30%&Below AN 1 $32,600-$26,501 $26,500.520,351 $20,350-$12,201 $12,200 or Below 2 $37,250-$30,251 S30,250423,301 $23,300-$13,951 $43,960 of Below 3 $41,900-$34,051 $34.00•$26,201 $29,200-$15,701 1,15,7000rBelow 4 $45,530.537,851 $37,850•129,01 $29,100.$17,454 $11,450orBelow 5 $50,300.540,851 $40,850-$31,451 $31,450-1118,851 $18,850 or Below 8 $54,000-$43,901 $43,900433,751 $33,750-$20,251 $20,250 or Below 7 $51,750-$48,901 $46,900-$38,101 $36,100-$21,551 $21,00 orB*w 8 564,450.$49,951 $49,950-$38,401 $38,400-$23,051 $23,050 or Below Source, U S D spartnwt of Noosing and Urben Dkvsiopment EHec81~ October 1,1999 t A~ r ri jr\ i i ti' 0 r EXHIBIT "A" WORK STATEMENT DENTON COUNTY MENTAL HEALTH AND MENTAL RETARDATION SIERRA Program 2 The program will provide case management scr,ises to adults with mental illness, age 18 or older, being released to Denton from TDCJ facilities and the Denton County Jail, to adult of- fenders remaining in the community on probation, and to adult mentally ill offenders in the Denton County Jail. lAith CDBO funds, the program will serve Individuals who reside in the City of Denton with a diagnosed Axis I mental disorder (based on the DSM•1V criteria) who do not meet priority population criteria as defined by the `texas 13eparlment of Mental Ilealth and Mental Retardation. I 4 The SIERRA program will directly impact the City of Denton by reducing the recidivism rate in local jails and by helping mentally ill offenders become productive contributors to the community. ■ The program will improve the consumers' quality of life by providing proactive preventative services and needs .ssessmencs and by meeting identified needs through the delivery of case management and rehabilitative skilis training. ■ The program will improve the consumers' compliance with probation and parole thmugh in- creased access to community services and skills training, increased education and skills, and by working .losely mi•h probation and parole to insure the treatment goals are addressing Is- sues that may affect compliance with conditions of release. ■ 'l1w program will provide education regarding mental illness and the criminal justice system to consumers, their families, law enforcement agencies, and the community, A I a U ty h , I M EXHIBIT "B" BUDGET DEN WN COUNTY MENTAL HEALTH AND.kENTAL ?ETARDATION SIERRA Program Salary of Special Populations Care Manager $10,00J.00 Total Contract Amount $10,000.00 N ti~ ry r , f p .i o,~nacaa-iaoo`o a ~t0 MS r. c • I I 1999.21.100 SERVICE AGREEMENT BETWEEN THE CITY OF DEN?UN, TEXAS AND DENTON FAMILY RESOURCE CENTER, INC. This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Denton Family Resource Center, inc., a non-profit corporation, 1316 E. McKinney Street, Denton, Texas 76201, hereinafter referred to as "Organization"; WIIEREAS, City's Human Services Committee ("IISC") has reviewed the proposal for services 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 IISC recommends the purchase of services; and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has poovtded funds In its budget for the purpose of laying for contractual smites; I NOW, THEREFORE, the parties hereto mutt ally agree as follows: 1. SCOPE OF SERV1CFS Organization shall in a satisfactory use proper manner perform the following tasks, for which the monies provided by City may be used: A. Strengthen and support families by encouraging parent Involvement in children's learning, development and education. B. Improve parents' capacities to be supportive and nurturing, C. I Icip parents develop and strengthen support network than enivance effective parenting, D. Develop and encourage an effective use of community resources. F. I lelp prevent child abuse, family violence, and other negative family outcomes. Organization shall perform those services described in the Work Statement herein attached as A .s Exhibit A and incorporated herein by refctence. t lr r 4 H. OBLIGATIONS OF OROANIZATION In consideration of the receipt of funds from City, Organization agrees to the following terms and conditions, A, Seven Thousand Five Hundred Dollars ($7,500) maybe paid to Organization by City, end the only expenditures reimbursed from these 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. The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime. D. The Organization will redace to writing all of its rules, regulations, and policies and file a copy with Ci,,y's Community Development Office along with any amendmtnts, additions, or revisions whenever adopted, E. The Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. The Organization will promptly pay all bills when submitted unless there is a discrepancy in a oiil; any errors or discrepancies in bills shall be promptly reported 10 City's E%CCLIIVe Director of Finance, or her authorized representative, for further direction. 0. The Organization will appoint a representative who will be a% ailable to mcct with City's Executive Director of Finance and other City officials when requested. 11. 7h: Orf,anization will indemnify and bold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors. 1. The organization will submit to City copies of year-end audited financial statements. 111. 11ME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within the following time frame; t jr October 1, 1999 through September 30, 2000, unless the contract is sooner terminated under Section Vll "Suspension or Termination". PAOE 2 IV. PAYMENTS A. PAYMENTS 70 ORGANIZATION. City shall pay to Organization a maximum amount of money not to exceed Seven Thousand Five Hundred Dollars ($7,500) for services tendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. EXCESS PAYMENT. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which Cityit any time thereafter determines: l) has resulted in overpayment to Organization; 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. Organization's reimbursement request for any one month period will not exceed one-fifth I (115) of any budgeted line items for costs as specified in Exhibit B. i D. OEOBLIOATION OF Fl1NDS/REVERSION OF ASSETS. In the event that actual expenditures 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. If City finds that Organ ization Is unwilling and/or unable to comply with any of the tetrr.a of this Contract. City may require a refund of any and all money expected pursuant to this contract by Organization, as well as any remaining unexpended funds which shall be refunded to City within ten working days of a written request to organization to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to City either at law or in equity for breach of this contract. 11 E. CONTRACT CLOSE OUT. Organization shall subt.tit 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) wo king days following the close of the contract period. Organization shall utilize the form agreed upon by City and Organlzatioa. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the n senices can be continuously monitored. Organization agrees to make available its financial records for review by City at City's discretion. In addition, Organization agrees to provide City the following data and reports, or copies thereof: PAGE 3 mini t 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. Quaztcrly pcrformance/benefciary reports to be submitted in January, April, July and September, to include the following data: number of persons served, number of households served, race, income, female head of household, disabilities and other Information if requested by City. Organization will provide the above information on beneficiary report form provided by City. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include current and )car-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. F. To comply with this section, Organization agrees to maintain records that will provide accurate, Curren, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient documentation to provide in detail full support andjustification for each expenditure. Organization agrees to retain all books, records, documchts, reports, and w7itten accounting procedures pertaining to the services provided and expenditure or funds under this Agreement for five years. G, Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit ol'services provided under this Agreement. j VI. DIRECTORS' NIEE I lNGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its [bard of Directors, setting forth the time and place thereof. Such notice shall be ' delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to City within ten (10) working days of approval r Vil. SUSPENSION OR TERMINATION A. The City may terminate this Agreement with cause if the Organization violates any I covenants, agreements, or guarantees of this Agreement, the Organization's Insolvency or filing of FADE 4 t, L s bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specificpilly enumerated in this paragraph. B. The City may terminate this Agreement for convenience at any time, If this Agreement is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accnted expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bears the same ratio- to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption of funding and specify a reasonable date forcompiiance. In case of termination, Organization will remit to City any unexpended City funds. Acceptance of these funds sha'l not constitute a waiver of any claim City may otherwise have arising out of this Agreement. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS i A. Organization will submit for City approval, a written plan for compliance with the Equal Imployment and Affirmative Action Federal proviFions, within one hundred twenty (120) days of the effective date of this Agreement. 11, 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 itF books, records, and accounts for purposes of investigation to ascertain compliance with local. State and Pcdcml rules and regulations. 1). In the event of Organization's non-compliance with the nondiscrimination requirements, the Agreement may lr canceled, terminated, or suspended in whole or in part, and Organization may be barren from further contracts with City. IX. WARRANTIE ORGANIZATION represents and warrants that; tz' A. All informatior, reports and data heretofore or hereafter requested by City and ruin i shad to City, arc 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. i PAGE 5 t i B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, rdverse or otherwise, in the financial condition of Organi ition. C. No litigation or legal proceedings are presently pending or threatened against Organization. 1). 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 are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by 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. I X, CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. 11. Organization may not make transfers between or among approved line•iterns within budget categories set forth in Exhibit B without prior written approval of the Community Development Administrator 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 :Ito . levels contained in any portion of Exhibit B. PAGE 6 i D. It is understood and agreed by the parties hereto that changes In the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically Incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. City may, from time to time during the term of the Agreement, request changes in Exhibit A which may include an increase or decrease in the amount of Organization's compensat£on, Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit b shall require the prior written approval of City. 0, 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. IL Organization shall notify City of any changes in personnel or governing board composition, t. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among sold programs will be permitted, XI. INDEbINIFICAYLION 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 C£ty, 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 cheracterwhalsoever resulting in whole or to part from the performance or omission of any employee, agent or representative of Organization. It. Organization agrees to provide the defense for, and to Indemnify and hold harmless City its agents, employees, or contractor from any and all claims, suits, causes of action, demat, 's, 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. XIL INSURANCE t' ' A, Organization shall obsenv sound business practices with respect to promiding such bonding and insurance as would provide adequate coverage for services offered under this Agreement. PAGE 7 I • ~J f~ i l s; t B. The premises on and in which the activities despribed in Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Owncr/Tenant" coverage with City named as an additional insured. Upon request of Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements. 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 no,mal 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 files. E. Actual losses are 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 Organization be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. X111 CONFLICT OF INi' F T A. Organization covenants that neither it nor any member of its goveming 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/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C, No officer, member, or employee of City and no member of its governing body who exercises any function or r-sponsibilities 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 perso•ial interest or the interest in any corporation, partnership, or association in which he has ~„/►J direct or indirect interest; or (2) have any Interest, direct or indirect, In this Agreement or the proceeds thereof. PAGE 8 t l 4 i XIV. NM0j M Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organization, or is a member of Organization's governing bo.ud. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, btep-child, half-brother and half-sister. XV. NQZIrE Any notice or other written instrument required or permitted to be delivered under the terms of thls Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresser. CITY OROANIZATION City of Denton, Texas Director Alin: City Manager Denton Family Resource Center 215 F. McKinney 1316 E. McKinney Street. Denton, TX 76201 Denton, TX 76201 Fither 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, bards, trust company or other financial institution without the prior written approval of City. D. 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 cc inue to conform to the Original intent of both parties hereto. C. In no event shall any payment to Organization hereunder, or any other actor failure ~!r'\ of City to insist in any one or more instances upon the tcmts 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 Organization. Neither shall such payment, act, PAGE 9 t, or omission in any manner Impair or prejudice any rioter, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifica?ly 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 forties hereto, and any prior agreement, assertion, statement, understanding, 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 appropriate, recorded ate an amendment of this Agreement. E. Lm the event any disagreement or dispute should arise between the parties hereto pertaining to the Interpretation or meaning of any put of this Agreement or its governing rules, codes, laws, ordin,"nces, or regulations, City as the party ultimately responsible to HUD for matters of compliance, will have the feral authority to render or to secure an Interpretation. F. This Agreement shall be Interpreted In accordance with the laws of the State of Texas and j venue of any litigation concerning this Agreement shall be In a court of competent jurisdicdon sitting ir. Denton County, Texas. IN WITNESS OF, th i s do hereby affix their signatures end enter into this Agreement as of theday o~4.[ 9. CITY OF DEMON, TEXAS BY: 4 to JAC LER, MAYOR ATTEST; JENNIFER WALTERS, CITY SECRETARY DY 4l \ I i PAGE 10 i APPROVED AS TO LEGAL FGR2.1: HERBERT PROUTY, CITY ATTORNEY I BY: DENTON FAMILY RESOU!tCE CENTER, INC. i i f DIRECTOR ATTEST: J BY. SECRETARY Larry Mankoff, Pres den DFRC Board of Direct s it 0 u City of Denton - Community Development Division Qualifying income Limits for federally Assisted programs f1! 1999-= Cityo plan-voimmnnllyDev1 o1-11 Dlv oa Qualifying Income butte for Federally Auiated Program tr la- feAllu mk wm tnooma LwaN ` FmOy Moderate lnooma low tnaom a Vey la v how bhrn* Sh 80%-68%AMI 86%-81%AMI 50%-31%AW 30% & BeI w1AMlma 1 832,600 • =28,601 $26,600.320,381 1120,350-11112.201 812,200 or Below 2 337,260.330,251 330,260323,301 823,300.313,961 813,!:60 or BOW 3 341,900. 334,081 $34,060.826,201 11211,2W. 1115,7011 315,2DOorIl" 4 $48,550.837,651 137,8511 $29.100.$17,451 312,460 of Below 5 $50,300.340,651 $40,860.83i,451 831,450.818,851 818,850orooiow 6 $54,000.343,901 843,900 833,751 $33,750- $20,251 11120,260 or Below 7 117,150- $0,941 848,900.836,101 $36,100- $21,661 821,880 or8aiow 5 361,450449,951 849,860.336.401 838,400 -823,081 823,050 or Below Source: U. S. Do virrol of Houling and Urban DaveiopmanI ErtecOve October 11999 1. 101 i 4 \ I } EXHIBIT "A" WORK STATEMENT DENTON FAMILY RESOURCE CENTER, INC. i a Strengthen and support families by encouraging parent involvement In children's learning, development and education. • Impruve parents' capacities to be supportive and nurturing through parent education classes and support groups, • Help parents develop and strengthen their support network and enhance effective parenting, • Develop and encourage an effective use of community resources. • Help prevent child abuse, family violence, and other negative family outcomes. i a cr 1 EXHIBIT "B" BUDGET DENTON FAMILY RESOURCE CENTER Salaries $7,500 C,>nlract amount Hill help support the salaries orthe Executive Director end "mm Coordinator. I r tl i IrN j. 1 { I .....m.....«.. _ .r. rn 7 fir" .to Y. I i i 4 0 laj ~ t T7 i r e~ to d~~0 Q M 1 ` OO0 I Qoaaoao~ i { e c+s 1999-1000 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON INDEPENDENT SCHOOL DISTRICT 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, hereinaf- ter 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 amcnded;and WHEREAS, CITY has adopted a budget for such funds and included therein an author- ized budget for expenditure of funds for child care for teen parents participating in Teens Taking Responsibrtity for Parenting Success; and WHEREAS, CITY has designated the Community Development Office as the division responsible for the administration of this Agreement and all matters pertaining thereto; and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project; NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter descrilmi. 1. TERM j This Agreement shall commence on or as of October 1, 1999, and shall terminate on September 30, 2000, unless sooner terminated in accordance with Section 26 "Termination 2, RESPONSIBILITIES ~ CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described In the Work Statement attached hereto as Exhibit A, and Incorporated herein by reference, 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 contractual matters pertaining' 1+' n hereto, unless wrillen notificalion to the contrary is received from CONTRACTOR, and sp- proved by CITY. The CITY's Community Development Administrator will be CITY's representative re- sponsible for the administration of this Agreement. I i i I ` I 3. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR rot expenses incurred pur- suant and In accordance with the project budget attached hereto as Exhibit B and Incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all pay ments and other obligations made or incurred by CITY hereunder shall not exceed the sum of $10,0()0. B. Measure, ILlability. In consideration of full and satisfactory services and activities hereunder by CONI RACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, subject to the limitations and provisions set forth in this Section and Section 7 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 Subsoc- tion A of this Section or terminate the Agreement. If CDBG funds eligible for use tot purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under this Agreement. (2) it is expressly understood that this Agreement in no way obligates the General Fund or any other monies or 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 rubject to payment or reimbursement, from any other Source; (b) was incurred prior to the beginning date, or after the ending date "I- rk] in Section 1; (c ) is not In strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date is earlier; or 'fir; (e) is not an allowable cost as defined by Section l l of Chia Agreement of the project budget 2 i t t . (4) 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 form CITY, or after CITY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to pro- ceed. (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. 4. COMPLIANCE WITH FEDLRAL, 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 (RL, 93.393) 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, j CONTRACTOR further accrues and certifies that if the regulations and issuances prom- ulgated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 24 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. A410 and A-122, b, CONTRACTOR shall comply with all applicable federal laws, laws or the State of Tcxas and ordinances of the city of Dcnton. 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. B. The person or persons signing and executing this Agreement on behalf of CON. TRACTOR, do hereby warrant and guarantee that he, she, or they have beci tally authorized by r CONTRACTOR to execute this Agreement on behalf of CONTRACTOR end to validly and le- gaily bind CONTRACTOR to all terms, performances and provisions hertin set forth, rr low) 3 V t! , C. CITY shall have the right, at its option, to either temporarily suspen0 it permanently terminate Hs 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 Agreemet l 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 exe- cuted, 6. PERFORMANCE BY CONTRACTOR CONI RACTOR 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 incorpo- rated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in ac- cordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Work Statement without the prior wri(ten approval of the City's Community Development Administrator. 7. PAYMENTS TO CONTRACTOR A. Payments to Contractor, The CITY shall pay to the CONTRACTOR a maximum amount of money totaling 510,000 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. CONTRACTOK's failure to request reimbursement on a timely basis mayjcopardize present or future funding. Funds are to be used for the sole purpose erproviding child care for teen parents partic[- paling in Teens Taking Responsibility for Parenting Success. B. Excess Payment. CONTRACTOR shall retui J to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any time therealicr determines: (1) has resulted in overpayment to CONTRACTORi,, or (2) has not been spent strictly in accordance with the terms of this Agreement; or 4 t v r (3) is not rupportcd by adequate documcmtation to fully Justify the expenditure. C. Disallowed Costs/Reversion of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disap- proved 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 working days of a written notice to CONTRACTOR, which specifies the amount dis- allowed, If CITY finds that CONTRACTOR is unwilling and/or unable to comply with any of the terms of this Contract, CITY may require a refund of any a 1 all money expended pursuant to this Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days or, written notice to CONTRACTOR to revert these financial assets. The teversion of these financial assets shall be in addition to any other remedy available to CITY either at law or In equity for breach of this Contract. Refunds of disallowed costs may not be made from these or any funds received from or through CITY, D. Obligation of Funds. In the event that actual expenditure rates dwiate from CON. TRACTOR's provision of a corresponding level of performance, as specified In Exhibit A, CITY hcreb,, reserves the right to reappropriate or recapture any such under expended funds. 3. 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 15 working days following the close of the Agreement period. CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. 8. ' WARRANTIES CONTRACTOR represents and warrants that: A, All information, reports and data heretofore or hetraRer requested by CITY and fur- nished to CITY, are complete and accurate as of the dale shown on the Information, data, or re- port, 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 furrtlsW 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 rcpori and that since said date, there has been no material change, adverse or otherwise, In the financial condition of CONTRACTOR. S t r f' . t I t C. No litigation or legal proceedings are presently pending or threatened against CON- TRACTOR. D, None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. E, CONTRACTOR has the power to enter into this Agreement and accept paymetts 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 continuing and shall be deemed to have been repeated by the submission attach request for payment. 9. COVENANTS A. Ijuring the period of time that payment may be made hereunder and so long as any payments remain untiquidated, 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, o. pen,tit any pre- existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the performance of this Agreet^ant 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. (4) Slake any advance or loan to, or Incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser, (S) Sell, donate, loan or transfer any equipment or item of personal property put. chased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such trans- i rer. B. Should CONTRACTOR use fund, : ccived under this Agreement to acquire or Im- prove real property under CONTRACTOR's control, CONTRACTOR agrees and covenants; G ct i (1) That the property shall be used to meet one of the national objectives stated in 24 CFR 370 until August 31, 200,6, (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 this property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement 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. 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly and 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 8, does not constitute prior written approval, even though certain items may appear herein. CITY's prior written authorization is re- quired In order for the following to be considered allowable costs: (1) Enctunbrances or expenditures during any one month period which exceeds one-fifth (13) 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 facilities on and lu which the activities specified in Exhibit A are conducted. (3) Any alterations, deletions or additions to the Personnel Schedule Incorporated In Exhibit 13. (6) Costs or fees for temporary employees or services. (7) Any fees or payments for consultant services. (8) Pees for attending out of town meetings, seminars or conferences. 7 i S 1 r Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY, CONTRACTOR must obtain ariuen approval by CITY prior to the commencement of procedures to solicit or purchase serv. ices, equipment, or real or personal property. Any procurement or purchase which may be ap- proved under the terms of this Agreement must be conducted in its entirety In accordance with the provisions of this Agreement. II. PROGRAM INCOME, A. For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement or from CONTRACTOR's management of funding provided or received hereunder, Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, income produced from contract-supported services of individuals or employees or from the use or sale of equipment or facilities of CONTRACTOR provided as a result of this Agreement, and payments from clients or third parties for services rendered by CONTRACTOR under this Agreement. 0. CONTRACTOR shall maintain records of the receipt and disposition of program in- come in the same manner as required for other contract funds, and reported to CITY in the for- mat 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 f 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 CONTRAC'i0R'S responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly from this Agreerr,ent, 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. 12, stmnF:NANCE OF RECORDS A, CONTRACTOR agrees to maintain records that will provide accurate, current, sepa- rate, and complete disclosure of the status of the funds received under this Agreement, in com- pliance with the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACIOR'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 a p fiscal accountability and liability under any other provision of this Agreement or any applicable fr law, CO aRACTOR shall Include the substance of this provision in all subcontracts. 8 a II i, II I I I I IIII B. CONTRACTOR agrees to retrain all books, records, documents, reports, and written accounting proced-ires pertaining to the operation of programs and expenditures of funds under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility 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 oRcn as CITY may deem necessary, the CONTRAC- TOR shall make avait,able to CITY, HUD, or any of their authorized representatives, all of its records and shall permit CITY, I IUD, or any of their authorized representatives to audit, exam- ine, make excerpts and copies of such records, and to conduct audits of all contracs, Invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives, 13. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such ` statcmen's, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement. li CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months. The beneficlay report shall detail client Informadon, Including race, income, female head of Louschold and other statistics required by CITY. The financial re- 1 port 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 r an audit conducted by independent examiners within ten days after receipt of such. 14. MONITORING AND EVALUATION A, CITY shall perform on-site monitoring of CONTRACTOR'S performances 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 Objec• lives, which are attached hereto as Exhibit A, as well as other provir'a,u of this Agreement C. CONT RACTOR agrees to cooperate fully with CITY In the development, implemen- ' , , r, tat ion 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 responsibilities. 9 I r r f 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. Ailer each official monitoring visit, CITY shall provide CONTRACTOR with a writ- !en 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 working days of re- ccipt by CONTRACTOR. 15. DIRECTORS' MEETINGS During the terms 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 description of the matters to be discussed. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings. Minutes of all meetings of CONTRACTOR's goveming body shall be available to CITY within ten working days of approval. 16. INSURANCE I 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. U. 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 cover- ago arrangements. C. CONTRACTOR will comply with applicable workers' compensation statues 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 ve• f tt, Licks o% nod, 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 10 r n I i 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 Agr"mcnt, 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 of change in the policy at least thirty (30) days prior to such change or cancellation. 17, EQUAL OPPORTUNITY A. CONTRACTOR shall submit for C11 Y's approval, a written plan fir compliance with the Equal Employment and Affirmative Action Federal provisions, within 30 day; of the effect five dale of this Agreement. B, CONTRACTOR shall comply with all applicable equal employment opportunity and altirmative action laws or regulations. C. CONTRACTOR will furnish all information and reports requested 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 non-discrimination re- quircments, CITY may cancel or terminate the Agreement in whole or In pars, and CONTRAC• TOR may be barred from further contracts with CITY. is. PERSONNEL, POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for ex- amination. Such personnel policies shall: A. Be no more liberal than CITY's E L.,nnel policies, procedures, and practices, includ- ing policies with respect to employment, sL and wage rates, working hours and holidays, fringe bcnefts, vacation and sick leave privilc and travel; and B. Be In writing and shall be approved t:y the governing body of CONTRACTOR and by CiT". w 11 i i i ii 1 ' r c~ r 1 i 19. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it not any.eember of its governing body pres- ently 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 em- ployed 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, par- ticularly 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 af- fecls 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 procceds thereof. 20, NEPOTISM CON-fRAC1 OR 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 goveming board. The term "member of immediate family" in- clr!des: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. 21, POLITICAL OR SECTARIAN Af.71YITY A. None of the performance rendcrodli,creunder shall Involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any politi• cal activity (including, but not limited to, an activity to further the election or defeat of any can- didate for public office) or any activity undertaken to influence the passage, defeat or final con- tent or 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 is to benefit In any manner any sectarian or religious facility or activity. A ,y 12 i r ~F r i 22. PUBLICITY A. Where such action is appropriate, CONTRACTOR shall publicize the activities con- ducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advertising medium shall stale that the U.S. Department of Housing and Urban Devel- opmcnt's Community Development Block Grant Program funding through the City of Denton has made the project possible. B. All published material and written reports submitted under this project must be origi- nally developed material unless otherwise specifically provided in this Agreement. When mate- rial not originally developed Is included in a report, the report shall identity the source in the body of the report or by footnote. This provision is applicable when the material is in a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page, This document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States Do- partntcnt 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, correspon- dence and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. 23. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub- mining any application for funding in accordance with the following procedures; A. When the application is in the planning stages, CONTRACTOR shall submit to CITY a dcscripti -n c1~ 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 C11 Y of such award and the effect, if any, of such funding on the funds and program(s) con- tracted hereunder, Such notice shall be submitted to CITY, in writing, within tm working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement. 13 k ' IJ U c C. CONTRACTOR shall not use funs provided hereunder, whether directly or indi- rectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior written consent of CITY. 244. CHANCES 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, 8. 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. CON- TRACTOR shall request, in writin;, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under Us Agree- ment. 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 Information, 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. i D. It is understood and agreed by the parties hereto that changes In the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement, Any such modifications are to be automatically incorporated into this Agreement without written amend- ment 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 decreased in the amount of CON7'RACTOR's com- pensation. Such changes shall be incorporated in a written amendment hereto, u provided in Subsection A of this Section. F. Any alterations, de'ct;on, or additions to the Contract Budget Detail Incorporated in Exhibit B shall require the prior ;:r.tten approval of CITY. 0. CONTRACTOR agrees to notify CITY of any proposed change In physical location for work performed under this Agreement at least 30 calendar days in advance of the change. IT. 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 l r jr-; contracted hereunder nor the transfer of funds between or among said programs will be permit. led, 14 i 1 R 2S. SUSPENSION OF FUNDING Upon detennination by CITY of CONTRACTOR's failure to timely and properly per- form each of the requirements, time conditions and duties provided herein, CITY, without limit. ing any rights it may otherwise have, may, at its discretion, and upon ten 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 no- tice 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 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 com- pliance, the provisions of Section 26 may be effectuated, 26. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in phis paragraph: (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section 25. (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: (a) is in such unsatisfactory financial condition as to endanger perform- ance under this Agreement; (b) has allocated Inventory to this / greemeni substantially exceeding rea- sonable requirements; (c ) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business, $ fr a► 1S i i _ i t L t -III Pi c 5 (S) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institution 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 4, and Section 14(D), of this Agree- ment. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRAC- TOR 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 source 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 pald an amount not to exceed the total of accrued expenditures as of the effective date of termination. In no event will this com- pensalion exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made, C. CONTRACTOR may terminate this Agreement in whole cr in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for pcrfomtance hereunder. CONTRACTOR may opt, within the limitatioas of this Agreement, to seek an altemalive 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 de- fined in a contract between CONTRACTOR and the funding source in question. CONTRACTOR may terminate this Agreement upon the dissolution of CONTRAC- 'fOR's org, nization not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate. CONTRACTOR shall cancel, withdraw or other- wise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement. C'11 Y shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date listed on the notice to Icrminate referred to in this paragraph. 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 vihuc of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reim- 1A j, 'r ` o burscment to CONTRACTOR until such time s the exact amount of damages due to CITY from C'ONTRAC°IOR is agreed upon or otherwise dctermined. 16 i c~ f 27, NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or ot,.er action is made or brought by any per- son(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two working days after being notified of such claim, de- mand, 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 persor'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, acti=n or proceeding; and the name of any person(s) against whom such claim is being made or threatened, Such written notice shall be delivered ei- ther personalty or by mail. 28. INDEMNIFICATION A. It Is expressly understood and agreed by both parties hereto that CITY is con- tracting with CONTRACTOR as an Independent contractor and that as such, CON- TRACTOR shall save and hold CITY, its officers, agents and employers harmless froon all liability of any nature or kind, including costa and expenses for, or on account ot. any claims, audit exceptlons, citmands, suits or damages of any character whatsoever resulting in whole or In part from the performance or omission of any employee, agent or represen- tative of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to Indemnify and hold harmless CIT'V its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arislng ors of the use of these contracted funds and program adminbtratioa and Implementation eteept to the extent caused by the "Illful act or on,Iaslon of CITY, Its agents, employee?, or contrac- tors. 29. MISCELLANE=OUS A. CONTRACTOR 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. ♦ A' ~ h C. In no went shall any payment to CONTRACTOR hereunder, or any other act or fail• urr of CiI Y to insist in any one or more instances upon the terms and conditions of this Agree. 17 j , t, ment constitute or be construed in any way tn be a waiver by CI'T'Y 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, priviioge, or rem- edy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or reme- dies 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, un- derstanding or other commitment antecedent to this Agreement, whether written or oml, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, 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 appropriate, re- corded as an amendment of thli Agreement, i ' . in the event any disagreement or dispute should arlse between the parties hereto per- taining 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 seeure an interpretation. F. For purposes or this Agreement, all official communications And notices among the parties shall be deen:cd made if sent postage paid to the parties and address set forth below: TO CITY, TO CONTRACTOR: City Manager Director city of Denton Denton ittdelmdent School Di,Uicl 215 E. McKinney St, 1307 North Locust Denton, Texas 76201 Denton, Texas 76201 0. 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 churl competent jurisdiction sitting in Denton County, Texas. N ITNESS OF WHICH this Agreement has been executed on this the ~ day of 11999. ITY OF DENTON • BY, M L W1 Z, C ANACiEIt l8 i t c. , f ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: )d t'/' - /j, _0 &A APP ED AS 0 LEGAL FORK HERBERT L. PROUTY, CITY ATTORNEY BY: DENTON INDEPENDENT SCHOOL DISTRICT BY: LA.'4~p SUPER ENT ATTEST: BOARD SECRET Y It 11 t(It V Dt i J14ARE MDON OL'Ou drurvnM cineaw a~d70N i I 19 O II 1I I City of Denton - Cominity Dweloysmnt Division ~Quallfying Income Limits for Federally Assisted Programs FY 1999.2000 City of Denton - Community Development Division Qualifying Income I.imlis for Federally Anls(W Programs rv ieee.iona Maximum Inca m Levels Family Modwsh Income Low Income Ydy Low Income Exfnm* Dow Interns SIN 10%-86%AMI 65%-31%AM 50%-31%AMI 30%LDow AM! { 1 032,600.526,501 526,500.520351 $20,350.112,201 $12,200 or Below 2 137,X0•$30,251 130,250•123,301 123,300$13,951 1111IN or Below 3 $41,900.534,451 531,050.5 6,201 $26,200.115,701 $15,700 or Bslow 4 148,5%.$37,851 $37,850,1129.101 $29,100.117,461 117,450 or Below S50,300. S40,861 140,850 • $31,451 131,460-S18,01 116,650 or Below r 8 :54,000. $43,001 $43,900. $33,7S1 133,750 • $20,251 $20,250 or Below 7 567750.$46,901 140,900. 138,101 $36,100•$21,851 1121,650OrBebw 8 $111,450.549,951 349,00 .$38,411 WAX -$23,051 123,060 of Below rce: U Mparhant oI Houefnp and Urban Develop *M Ego-Uwe October 1,1999 III w 4 i 1 ~I Ili I { I EXHIBIT IWI WORK STATEMENT DENTON INDEPENDENT SCHOOL DISTRICT (Teens Taking Responsibility for Parenting Success Program) The Teen Taking Responsibility for Parenting Success Program will provide assistance with child care costs for the children of students enrolled In the Denton Independent School District. f Stu tents must meet eligibility criteria before receiving services through the program. Eligible chid care facilities must be either licensed by the State of Texas or a registered family home, TTRIPS will provide lire skills training and case management to students whose children are re- cciving day care, 1 j i I i u . EXHIBIT "B" BUDGET DENTON INDEPENDENT SCHOOL DISTRICT i (Teens Taking Responsibility for Parenting Success Program) i Child Care Reimbursement ..,,.....,..,,........$10,000 based upon receipts received j AJ I , rJ t0 V.O to tt l 1 y d a i E 41 O "~4Gm0000~~ 1 t• 1999.2000 CDBG SERViCE AGREEMENT BETWEEN THE CITY OF DENTON f` AND FAIRHAVEN RETIREMENT HOME, INC. This Agreement is made and entered Into by and between the City of Denton, a Texas municipal corporation, actin; by and through its City Manager, pursuant to ordinance, hereinaf. ter referred to as CITY, and Fairhaven Retirement Home, Inc., 2400 North Bell Avenue, 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 1 or the Housing and Community Development Act of 1974, as I amended; and WHEREAS, CITY has adopted a budget for such funds and included therein an author- lied budget for expenditure of funds for housekeeping services to clients who are 62 years old or older, frail and physically impaired in their ability to perform required activities of daily living; and WHEREAS, CITY has designated the Community Development Office as the division responsiblc for the administration of this Agreement and all mailers pertaining thereto; and WHEREAS, CITY wishes to engage CONTRAC70R to carryout such project; I NOW, THEREFORE the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. TERM lhls Agreement shall commence on or as of October 1, 1999, end shall terminate on September 30, :OW, unless sooner lemilnated in accordance with Section 26 "Termination". RES PONS) 8111,1111 ES C'ON1 RACTOR hereby accepts the responsibility for the performance of all services and activities described in the Work Statement attached hereto as Exhibit A, end incorporated herein by reference, In a satisfactory and eMcicnt manner as determined by CITY, In accordance with the terms herein. CITY will consider CONTRACTOR s executive officer to be CONTRAC• n 1 ' 10R's representative respons ble for the management of all contractual matters pertaining hereto, unless wriucn notification to The contrary is received from CONTRACTOR, AM V. proved by CITY. t. The CITY's Community Development Administrator will be CITY's representative re- sponsible for the administration of this Agreement. 3. CITY'S OBLIGATION A. Limit of Liability, CITY will reimburse CONTRACTOR for expenses incurred pur- suant;n accordance with the project budget attached hereto as Exhibit B and Incorporated herein by reference. 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 $9,500. 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 incorporered herein for all purposes as Exhibit B, subject to the limitations and provisions set forth In this Section and Section 7 of this Agreement, (t) 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 (CDBO) 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 bean determined. CITY may, at its option, c;ther reduce the amount of its liability, so specified In Subsec- tion A of this Section or trimInate the Agreement. If CDBO funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under ills Agreement (2) It Is expressly unJcrstood that this Agreement In no way obligates the General I Fund or any other monies or credits of the City of Dumton, (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed or is subject to payment of reimbursement, from any other source; 1 (b) was incurred prior to the beginning date, or alter the ending date speel. fled in Section I; (c ) is not in strict accordance with the terms of this Agreement, incluning all exhibits attached hereto; (d) has not been billed 1„ ,ITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date Is earlier; of 2 i x~ (e) is not an allowable cost as defined by Section 11 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 CONTRACTOR requiring prior written authorization form CITY, or e4er CITY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to pro- ceed, (5) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR for payment of in•:.nonies or provision of any goods or services. 4. COMPLIANCE, WITH s EDERAL, STATE AND LOCAL LAWS A. CONTRACTOR understands that funds provided to it pursuant to this Agreement uv 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 (RL, 93.383) as amended and with regulations promulgated thereunder, and codified at 24 CFR 570, The foregoing Is is no way meant to constitute a complete compilation or all duties Imposed upon CONTRACTOR by law or administrative ruling, or to narrow the standards which CONTRACTOR must follow, CONTRACTOR further accrues and certifies that If the regulations and issuance's prom- ulgated pursuant to the Act are amended or revised, it shall comply with theist, or notify CITY, as provided in Section 24 of this Agreement. CONTRACTOR agrees to abide by the conditions of and comply with the requirements I orthc Office of Management and Budget Circulars Nos. A. l to 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. REPRESENTATIONS A. CONTRACTOR assures and guarantees that it possesses the legal atithority, punuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agr",rent. , , B. The person or persons signing and executing this Agreement on behalf of CON. Af > r TRAC fOR, do hereby warrant and guarantee that he, she, or they have been folly authorized by I 3 i v CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and le• gally 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 Agro ment. CONTRACTOR is liable to CITY for any money it has received from CITY for perl>rmance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons numerated In this Section, D, CONTRACTOR agrees that the funds and resoi tees provided CONTRACTOR under the 1cm.s 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 exe• cuted, 6, PERFORMANCF. 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 Incorpo- rated herein for all purposes ai l deemed by both parties to be necessar) and sufficient payment for full and satisfaclcry performance of the program, as determined solely by CITY and in ac• cordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be mnde in the Work Stateme 41thout the prior arittcn approval of the City's Community Development Administrator. r. PAYMENTS TO CONTRACTOR amount or money totato Contractor, The cir shl to Oe ling 5oo fur scrvces rendered under this Agreem ntOCITY will pay these funds on a reimbursement basis to the CONTRACTOR within twenty days aner CITY has received supporting documenlatlon. CONTRACTOR's failure to request reimbursement on a lintcly basis may Jcopardiie present or future funding. Funds arc to he used for the sole purpose of providing housekeeping services to clients who are GU years old or older, frail and phy.1cally impaired '.n their ability to perfo-m required activities of daily living. B, Excess Payment. CONTRACTOR shall refund to CITY within to working days of CI 11" s requcsi, any sum of money which has been paid by CITY and which CITY at any (late r Iherc.4ce determines: 4 r t.~ (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 fultyjustify the expenditure. C. Disallowed CoslslReverslon of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disap- proved 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 working days of a written notice to CONTRACTOR, which specifies the amount dis- allowed. If CITY finds that CONTRACTOR is unwilling and/or unable to comply with any of the to ms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by CON'RACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten days of a written notice to CONTRACTOR to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to CITY either at law or In equity for breach of this Contract. Refunds of disallowed costs may not be made from these or any fu de received from or tluuugh ell Y. D. Obligation of Funds. In the event that actual •xpenditure rates deviate from CON. TRACTOR'S provision or a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such underexpended 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 IS working days following the close of the Agreement period, CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. g. WARRANT IE5 CONTRACTOR represents and warrants that: A. All infonnation, reports and data heretofore or hereaner requested by CITY and fur• nished to CITY, are complete and accurate us of the date shown on the Information, data, or re- port, und, since that date, have not undergone any significant change without written notice to CITY. 11 Any supporting financial statements heretofore requested by CITY and furnMod to Cl I V, arc 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, S ~J 0 i 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 CON. TRACTOR. D. None of the provisions herein contravenes or is In conflict with the authority under v.tuch 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 rumishcd by CONTRACTOR to CITY, Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submisslon of each request for payment. 9. COVENANTS A, During the period of time that payment may he made hereunder od so long as any payments rcmaln 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 or CONTRACTOR now owned or hereafter acquired by it, or permit Any pre- existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets or CONTRACTOR which are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder. (2) Sell, assign, pledge, transfer or othervise dispose of accounts receivables, notes or claims for money due or to become due, (3) Sell, convey, or lease ell or substantiil part of its assets. (4) Stake any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser, (S) Sell, donate, loan or transfer any equlpmcnl or item of personal property put. chased with runds paid to CONTRACTOR by CITY, unless CITY authorizes such treas. fcr. , 6 f I t. . 1 B. Should CONTRACTOR use funds received under this Agreement to acquire or Im- prove real property under CONTRACTOR's control, CONTRACTOR agrees end covenants: (1) That the prr;perty shall be used to meet one of the national objectives stated in 24 Cf R 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 this properly less any portion of the value attributable to expenditures of non•CDBO funds for acquisition of, or Improvement to, the properly. C. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the:ommunity Development Office. 10. ALLOWABLE COST'S A. Costs shall be considered allowable only if incurred directly and 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 re- quired In order for the follo%ing to be considered allowable coals (1) Encumbrefices or expenditures during any one month period which exceeds one-fifth (115) of the total budget as specified In Exhibit B. (2) CITY shall not be obligated to any third parties, Including any subcontractor , or CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement. (3) Out of town travel. (4) Any alterations or relocation of the facilities on and In which the activities specified in Exhibit A are conducted. (5) Any alterations, deletions or additions to the Personnel Snhedule Incorporated in Exhibit B. (6) l osts or fees for temporary employees or services. (7) Any fees or payments for consultant services. 7 4 f± , 1 I (3) laces for attending out of town meetings, semin.as or conferences. Written rcqueds for prior approval are CONTRACTOR's responsibility and shall be made within sufticie A 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 serv- ices, equipment, or real or personal property. Any procurement or purchase which may be ap- proved under the terns of this Agreement must be conducted in its entirety in accordance with the provisions of this Agreement. f1, PROGRAM INCOME X For purposes of this Agreement, program income means earnings of CONTRACTOR realized from a0vitics 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 pmn Aced from contract-supported services of individuals or employees or from the use or sale of tyulpment 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, 6. CONTRACTOR shall maintain records of the receipt and disposition of program [it- conic in the same manner as required for other contract funds, and reported to CITY in the for- mat prescribed by CITY. CITY and CONTRACTOR agree, based upon advice received from rcprescrite!ivcs of the U.S. Department or 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 relmbuttument request, C, CONTRACTOR shall include this Section in its entirety In all of its sub-contract which involve other income-producing services or activities. ' D. It is CONTRACTOR's responsibility to obtain from CITY a prior determination as to Rliether or not income arising directly or indirectly ltom 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. 12. MAINTENANCE OF WORDS A. CONTRACTOR agrees to maintain records that will provide accurate, currant, sepa. rate, and complete disclosure of the status of the funds received under this Agreement, In cent- , pliance with the provisions of Exhibit B, attached hereto, and with any other applicable Fedetal zra and State regulations establishing standards for financial management. CONTRACTOR', record A s) sicni shall contain suftident documentation to provide in detail full support and justikation fur each expenditure. Nothing in this Section shall be.unsujed to relieve CONTRACTOR of 8 0 i i 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. I B. CONTRACTOR agrees to retain all books, rec0s, documents, report and written accounting procedures pertaining to the operation of programs and expenditures of funds under { this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility for retaining accurate and current records which clearly reflect the luwel and benefit of services provided under this Agreement, D. At any reasc -table time and as often as CI1 Y may deem necessary, the CONTRAC• TOR ahail make availalilt 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, exam- Inc, make excerpts and copies of such records, and to conduct audits of all cowacts, Invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives, 13. REPORTS AND INFORMATION At such times and in such form as CITY may require. CONTRACTOR shall tarnish such statements, records, data and Information ra CITY may request and deem pertinent to matters covered by this Agreement. CONTRACTOR shalt submit quarterly beneficiary and financial reports to CITY no less than once each three months. The beneficiary report shall detail client Information, Including race, income, female head of household and other statistics required by CITY, no financial re- port shall includo 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 days after receipt of such. 14. MONITORING AND EVALUATION A CITY shad perform on-site monitoring of COWRACTOR's performances under this Agreement. Il. CONTRACTOR agrees that CITY! toy carry out monitoring and evaluation activities to ensure adherence b, CONTRACTOR to the Wotk Statement, and Program Goals and Objoc- i' dues, u hick are attached hereto as Exhibit A, as well as other provisions of this Agreement, r lr 9 4 C. CONTRACTOR agrees to cooperate fully with CITY in the development, implemen- tation 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 responsibilities. 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. Alter each official monitoring visit, CITY shall provide CONTRACTOR with a writ- ten 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 working days of re- ceipt by CONTRACTOR. 15. DIRECTORS' MEETINGS During the terms 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 description of the matters to be discussed. CONTRACTOR understands and agrees t?rat CITY representatives shall be alTorded 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 working days ofapprovai, I 16. INSURANCE A. CONTRACTOR shall observe soup,t business practices with respect to providing such bo:iding and insurance as would provide adequate coverage for services offered under this Agreentcnt. 13. Th: premises on and In which the activities described in Exhibit A are ecnducted, and the employees conducting these activities, shall be covered by premise liability insurance, com- monly referred to as "Owner/Tcnant" coverage w ith CITY named as an additional Insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve altemate insurance cover- age arrangements. C, CONTRACTOR will comply with applicable workers' compensation statues and will r obtain cmpluyers'liabiiity coverage where mailable and other appropriate liability coverage for program participants, if applicable, 10 I c t~ i I t I I *i D. CONTRACTOR will maintain adequate and continuous Ii;bility insurance on all ve- j Incles owned, teased 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 aLtomobile liability insurance. Evidence of the employee's j current possession of a valid license and irsurance must be maintained on a current basis in CONTRACTOR's files. E. Actual losses not cov, t.k: '%v insurance as required by this Section are not allowable j costs under this Agreement, and,, 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 of change in the policy at least 30 days prior to such change or cancellation. 17, EQUAL OPPORTUNITY i A. CONTRACTOR shall submit for CITY's approval, a written plan for compliance with the Equal Employment and Alfirmalive Action Federal provisions, within 30 days of the efi'ec- live date of this Agreement B. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations, C. CONTRACTOR will furnish all information and reports requested 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 co,cnt of CONTRACTOR's non-compliance with the non-discrimination re- quirements, CITY may cancel or terminate the Agreement in whole or in pail, and CONTRAC• TOR may be barred from further contracts with CITY. i 18, PERSONNEL POLICIES i Personnel policies shall be established by CONTRACTOR and shall be available for ex- amination. Such personnel policies shall; A. Be no more liberal than CITY's personnel policies, procedures, and practices, Includ- ing policies with respect to employment, 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 c; CONTRACTOR and by CRY. 1 11 I i r e v , a 14. CONFLICT OF INTEREST A, CONTRACTOR covenants that neither it not arty member of its governing body pres. emly 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 em- ployed 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, par- ticularly 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 (l) participate in any dmision relating to the Agreement which af- fects 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. 20, NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate ramify of any person who is currently employed by CONTRACTOR, or is a , member of CONTRACTOR's governing board. The term "member of immr:'iate family" in- cludes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother end half-sister. 21. POLITICAL OR SECTARIAN ACPIVITY 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 politi- cal activity (incl,-ding, but not limited to, an activity to further the election or defeat of any can. didate for public office) or any activity undertaken to influence the passage, defeat or final con- tent of legislatrvn, B. None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hercunder shall be used for or applied directly or Indirectly to the construction, operation, maintenance or administration, or be utilized to as to benefit in any rr manna any sectarian or religious facility or activity. A A. f2 I I 1 i i .t i 22. PUBLICITY A. Where such action is appropriate, CONTRACTOR shall publicize the activities con• ducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advertising medium shall state that the U.S. 8 Department of Housing and Urban Devel- opment's Community Development Block Grant Program funding through the City of Denton has made the project possible. i B. All published material and written reports submitted under this project must be origi- nally developed material unless otherwise specifically provided in this Agreement. When mate- rial not originally developed is included in a report, the report shall identify the source in the body of the report or by footnow. This provision is applicable when the material is in a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page: This document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States De- partment of Housing and Urban Development. i C. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, coffM,, dcnce and related material submitted by CONTRACTOR shall become the property of CITY j upon receipt. 1 23 FUNDING APPLICATIONS CON] RACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub- mitting any application for funding in accordance with the following procedures: A. When the application is in the planning stages, CONTRACTOR shall submit to CITY a description of 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) con- tracted hereunder. Such notice shall be submitted to CITY, in writing, within ten working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement. i , 13 r u i t i! i C. CONTRACTOR shall not use funds provided hereunder, whether directly or indi• redly, as a contribution, or to prepare applica-ions to obtain any federal or private funds undei any federal or private program without the prior written consent of CITY, 24. CHANCES AND AMENDMENTS A, Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both patties, 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 8 without prior written TRACTOR shall request, in writing, the budget revision in a form prescrib approval CITY, d such request for revision shall not increase the total monetary obligation of CITY tinder this Agree- ment. 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 information, 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 8. D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically inco mcnt hcrctr, and shall become a part of theAgreement on th effecti a dale specifiedtby the en 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 decreased in the amount of CONTRACTOR's com- pensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletion, or additions to the Contract Ibadgu (Vdl Incorporated in Exhibit D shall require the prior written approval of CITY, for u orkOperrorrmcd nd r this Agreement at lea t 30 ca enJu proposed n adva~e op thhysic e c tinge, ion H. CONTRACTOR shall notify CITY of any changes in personnel or governing board composition. 1. ti is expressly understood that neither the performance of Exhibit A for any program ' contracted hereunder not the transfer of funds between or among said pro t~• B grams will be permit- I4 l r t, r 25, SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly per- fomt each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten 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 no- tice shall set forth the default or failure alieged, 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 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 ome into com- pliance, the provisions of Section 26 maybe effectuated. I 26. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph: (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as p ided in Section 25. (2) CONTRACTOR's violation of covenanut, agreements or guarantees of this Agreement. (3) Termination or reduction of funding by the United States Department of Ilousing and Urban Development. (4) Finding by CITY that CONTRACTOR; (a) is in such unsatisfactory financial condition as to tndanger perform- ance under this Agreement; (h) has allocated inventory to this Agreement substantially exceeding rea- sonable requirements; (c ) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business. A, 1 s 'i t r 0 (5) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, P.- institution 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 4, and Section 24(D), of this Agree- ment. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRAC- TOR is bound or shal I be bound under the terms of the AgrePment. 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 source specified in Exhibit B. B. CITY may terminate this Agreement for convenience at any (fine. 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 com- pcnsat'on exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of CONTRACTOR covered by the Agreement, less payments previously made. C. CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder. CONTRACTOR may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval r,! CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as de- firicd in a contract between CONTRACTOR and the funding source in question. CONTRACTOR may terminate this Agreement upon the dissolution of CONTRAC- TOR's organisation not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or other- wisc 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 obligatons whatsoever incurred after the termination date listed on the notice to terminate referred to in t, is paragraph, Ii. 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 reim- butsemcnt to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon of otherwise determined. 16 I i e 27. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any per- son(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, d,, mand, 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 ei- ther personally or by mail. j 28. INDEMNIFICATION A. It Is expressly understood and agreed by both parties hereto that CITY is coa- trading with CONTRACTOR as an Independent contractor and that as such, CON- TRACTOR 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 resuldag in whole or in part from the performance or omission of any employee, agent or repremen- Iatice of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to Indemnify and hold harmless CITY Its agents, employees, or contractors from any and all clal,ns, 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 met or omission of CITY, its agents, employees, or contrac- tors. 29. MISCELLANEOUS A. CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY, 13. If any provision of this Agreement is held to be i,a.tlid, illegal, or unenforceable, the remaining provision„ shall remain in full force and efTect and continue to conform to the original intent of both parties hereto. C. In no event shall an y payment to CONTRACTOR hereunder, or any other met or faiE- ure of CITY to insist in any one or more instances upon the terms and conditions of this Agree- 17 ~rrr mono& 1 I i ment constitute or be construed in any way to be a waiver by CITY of any breach of covenantor 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 rem. edy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or reme- dies are always tpecifically 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, un- derstanding or other commitment antecedent to this Agreement, whether written or oral, shall have ro force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, 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 appropriate, re- corded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto per- taining 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. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set forth below: TO CITY: TO CONTRACTOR; City Manager Director City of Denton Fairhaven Retirement Homo, Inc, 213 E, McKinney St. 2400 North Bell Avenue Denton, Texas 76261 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 compete.Yt Jurisdiction sitting in Denton County, Texas. I+ WIT ESS OF WHICH this Agreement has been executed on this the 4dayof 1999. CITY OF DENTON BY: MIC % J , *TAGI R J + e./ is I i i h . t t : 1 ' i ATTEST: JENNIFER WALTERS, CITY SECRETARY 9Y: APP ED AS 0 LEGAL FORM: HER ERT L. PROUTY, CITY ATTORNEY BY: Cf r! FAIRHAVEN RETIREMENT' HOME, INC. EXECUTIVE DIRECTOR ATTEST: B A S CRETA Y f rly NwnrnN f'mii:u w f,IHu0 dr i9 i k h i i • I City of Denton-Community Development Division Quelif)ing income Limits for Federally Assisted Protrams IY 1!94.7400 Maximum Income Levels Family Moderate Income Low Income Very Low Income Extremely Low Income Sf:e 80%-88%AMI 85%-51%AMI 50%-31%AMI 30%ABelow AMl 1 $32.600.12P.501 $26,500.$20,351 520,350.$12,201 S 12,2W or Below 2 $37,250. $30,251 $30,250.523,301 $23,300. $13,951 S13,950 or Below 3 541,900.534,051 $34,050. $26,201 $26,200. $15,701 $15,700 or Below 4 546,550•$5',851 $37,850.529,101 $29,100.$17,451 $17,450 or Below l 5 $50,300.540,851 540,850. $31.451 1131,450418,851 $18,850 of Below t 76 $54.000.$43,901 $43,900.$33,751 $33,750.520,251 $20,250 or Below $57,750.$46,901 $46,900.536,101 $36,100.521,851 Si',WorBelow 8 561,450.549,951 149 536,400- 523,051 $23,050 or Below Source: U.S. Department or Noosing and Urban Development Effective Oclobw 1 1999 i I i r- I I( ` I I • ` j f 1 t1 , . 4 EXHIBIT 'A" WORK STATEMENT FAIRHAVEN HOMEMAKER SERVICES The program will assist residents of Fairhaven Retirement Home, who are 62 years or older, and need assistance with at least one Activity of Daily Living, ■ This program will provide homemaker services once every two weeks to at least twenty Fairhaven residents who are fraL, physically impaired and unable to do this type of activity. The program will assist the residents in maintaining their independence for as long as possi- ble. i d Home visits by the Service Coordinator and observations by the other staff will Identify if the service is needed by the resident. The Service CGS.-rdinator will schedule the homemaker's time, v The Fairhaven Administrator will oversee employment issues such as training, benefits, pay roll, eta Trained homemaker staff provide the service. Fairhaven will maintain workers compensation insurance and liability insurance to cover the staff. i I r $r ti t I EXHIBIT "B" BUDGET FAIRHAVEN HOMEMAITR SERVICES 3 Revenue, CDBG Contract funds $9,500 Resident contribution S 1,75 per service hour $1,489.00 (allow for some unable to collect) TOTAL $10,989 Expenses: Service hour At 18 hours per week x 52 weeks per year - $10,989 The service hour break down is as follows: 57.00 per hour for homemaker salary S 1,05 per hour for benefits (workers compensation, payroll taxes, etc.) $3.69 per hour for administrative costs Salary $6,552 Benefits S 982 Admi ni strative$3,455 TOTAL $10,989 Aj e) ~,c~ocoo~cob AOy of °r,yGj~ to e ~ 00 ~~~D0000~~0 I 1 tl 1 PROFESSIONAL SERVICES AGREEMENT FOR COOPER CREEK REGIONAL DETENTION POND No. I CONCEPTUAL ANALYSIS STATE OF TEXAS § COUNTY OF DENTON § T14IS AGREEMENT is made and entered into as of the day of 19 Qq-. by and between the City of Denton, Texas, a Texas municipal corporation, w its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, ereinafler called "OWNER" and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hembafler called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: 141 EMPLOVMEANTT e ONSVLTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the ' Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: i The Project shall include, without lim:tatioa, a conceptual engineering analysis of the Cooper Creek Regional Detention Pond No. I is described in the Scope of Services of the Consultant attached as Exhibit "A I ARTICLE 11 j SCOPE OF SERVICES The CONSULTANT shall perforTn the following services in a professional manner: A. The CONSULTANT shall perform all services described in Tasks 1, 2, 3, and 4, with written approval from the OWNER before proceeding on Task S In the CONSULTANT's scope of Engineering Services, which is attached hereto and made it part hereof as Exhibit "A" as if written word for word herein. B. If there is any conflict between the terms of this Agreement and Exhibit "A" attached to this Agrcemeni, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ~J B ARTICLE ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, are described as follows: i A. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency. or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as- needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. E B, Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be famished by CONSULTANT on a fee basis negotiated by the «apective parties outside of and in addition to this Agreement. C. Sampling, testing, or analysis beyond that specifically included in Basic Services. D, Preparing applications and supporting documenv for government grants, loans, or planning advances and providing data fordetailed apl.tications E. Appearing before regulatory agencies or courts as an expert witness in any lidgafion with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER, F. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and th; CONS"T.TANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the ,criod which may reasonably be required for the completion of the Project, including Additional a'-rvices, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule J established by the OWNER, acting through its City Manager or his designee, r ' PAGE2 III r.J t• AKUCLU COMPENSATION A. COMPENSATION TERMS: t. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services in the nature of professional engineering. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost shown in Exhibit "A" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non-labor expenses not to exceed $14,900, for all services performed including Tasks I through S. f Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final five percent of the contract amount until completion of the Project. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Matiager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. Ao' r) r - C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of j Charges at an hourly rate shown in Exhibit "A," Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance Page 3 t1„.u'.L Wl IlILUfDM1Tlfil[ti n.,wi.efmi, wtwn ~ rti Cendutur W i M i 3. with subsection B hereof. Statements shall not be submitted more frequently than monthly, D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses with:1 sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (600) day, and, in addition, the CONSULTANT may, after giving seven (7) days' wrillen notice to the OWNER, suspend services unCar this Agreement until the CONSULTANT has been pyd in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE V1 OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE V11 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the properly of The OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. 71. 3 documents prepared and furnished by the CONSULTANT are intended only to be applicable to thin Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the Information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE Vlll INDEPENDENT CONTRACIOR CONSi ILTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT t $ rr The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, PAGE4 aNyN V(ILINUImUIlYUiLO~~~is lwil «tvgs n,e ~s~lern,ir, n losses, and expenses, including, but not limited to court costs and reasonable attorney ins incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employee ; in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE i During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Hest Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than 5500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for oath occurrence and not less than S100.000 in the aggregate. A. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not Icss than $500,000 for etch accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance wh% limits of not less than S 100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The Insurance policies shall name the OWNER as an additional insured on all such policies except Professional Liability and Worker's Compensation Insurance, and shall contain a provision that such insurance shall not bt canceled or modified wi'iout thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or canccllalion, serve substitute policies furnishing the same coverage. i y PAGES r .'M.U,I XK,LIMPbI1FTtDLfl,i 4m,Cwr.u wln,e C,wl0.1w. ~ IW ! I Yi ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes ~mder this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval. ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provisinn of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. 0. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of ir,'ent to terminate and setting forth the reasons specifying the non-proformance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for tutsultation with the terminating party prior to 1 termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days afler the date of termir stion. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies i of such documents for its use. i AR11CLEXIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES I Approval by the OWNER shall not constitute, not be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, work; nor shall and app oval bu deemed accuracy and of such an assumption designs or other rr, ~ r approval responsibility by ►he OWNER for any defect in the design or other work prepared by tho CONSULTANT, Its employees, subcontractors, agents, and consultants. PAGE 6 r CH t'I" i ,iullrnb[I1'la~.M W sirfrnewf+le C~1 il,~r rwl w l i 3 ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same lit the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: To OWNER: Michael Nichols, P.E. City of Denton Freese and Nichols, Inc. }toward Martin 4055 Intemational Plaza, Suite 200 Assistant City Manager/Utilities Fort Worth, Texas 76109 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 10 pages and i exhibits, constitutes the complete and final cxpres: ion of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of comp^.tenl jurisdiction to be invalid or unenforceable, it shall be consid"ed severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the panics shall reform ibis Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered i.eteunder as they may now read or x n hcreinafler be amended. PAGE 7 i F.,r c~ ;I N'NIlil 1Q I']I1.1NfP1Mf1'iMM Irrr1OO1~N f~(..,n (AR Iy,Nr M N.14 ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shalt not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE. XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest th '.t may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall ~e authorized and permitted under state and local laws to perform such services. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER, ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received In evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the panics hereunder, and unless such waiver or modification is in H riting and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. AI3't~L~- Xil MISCELLANEOUS i A The following exhibits are attached to and modes part of this Agreement: (list exhibits) B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT i PAGES t~ a , 'Q1 M, Hill YILItPUVtJ{ILp MreM (1rt~IrMy, LM ~w'w /al W 1 b I involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any su t or cause of action under Gvs Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Curtis Beitel, P.E.. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein, E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and In accordance with the provisions hereof in accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved Is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, Including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. 0. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of ibis Agreement. IN WITNESS HEREOF, the City of Denton, Texas has causal this Agreement to be executed by its duly authorized City Manager, and CONSUL has execut Is Agreement ggh its duly authorized undersigned officer on thls the day of CITY OF DENTON, TEXAS AE W.1 , MANAGER- PAGE 9 r ' rxlu.a rwi,xmwtaca u...wnt*u.owcrq.6r ar.. wrwiw I it { I ATTEST: JENNIFER WALTERS, CITY SECKETARY BY: AP OVED S TO LEGAL, FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: CONSULTANT, FREESE and NICHOLS, INC. BY: WITNESS: ^ BY: _CY CS,t 4 PAGE 1f r . ' i EXHIBIT "A" COOPER CREEK REGIONAL DETENTION POND No. I CONCEPTUAL ANALYSIS SCOPE OF SERVICES: ENGINEER proposes to provide the services described in detail below: TASK H DATA COLLECTION Perform one site visit to the location of the Cooper Creek Regional Pond N I Obtain the exiling subdivision plat in the area, as well as the plans of the sanitary sewer line across the site and available existing surveyed finished floor elevations TASK 2: HYDRAULIC ANALYSIS Based on the previous survey information from Walker & Associates, extend the current Cooper Creek IIEC-RAS hydraulic model from Locust Street up to the western property line of the SKI Realty Properties site. Verify the existing and ultimate hydrology at the site. Include the existing discharges into the IIEC•I2AS model to establish Existing Condition 100• + year water surface elevations across the site. i Include the ultimate discharges into the IIEC•RAS model to establish the Ultimate Development 100-year water surface elevations across the site, TASK 3: CONCEPTUAL. REGIONAL DETENTION ANALYSIS Locate the proposed 634 acre dedication area north of the creek on the survey drawing, as well as the a dsting drainage caecmcnt south of the creek and the sanitary sewer alignment across the site. Review the previous design calculations for the regional detention pond. [lased on the site constraints, estimate the area-capa:ity relationship and outlet characteristics of the partial dctcndon pond. i~ Develop the area-capacity relationship and outlet characteristics of the complete detention pond which satisfies the original detention requirement. If needed, review the potential alternative of utilizing two separate ponds. Page I 1 i PM- I MINE— c~ `I t R Provide the updated HEC-RAS model, as well as the area-capacity relationship and outlet characteristics of the partial pond to Huitt-ZoIlars. Provide a rough conceptual dcslgn for completing Pond N 1 to OWNER, TASK 4: REVIEW OF FINAI, SITE GRADING PLAN Attend one coordination meeting with I Iuitt-Zollars to obtain the final design of the partial detention pond. Rcvicw the Final Site Grading Plan for compliance with the regional detention requirements, Prepare a conceptual design for completing Pond N 1 and develop it revised cost estimate of the construction required to complete Pond NL Prepare a letter report stating compliance on the Final Site Grading Plan and including the revised conceptual design and cost estimate. TASK S: FEMA I.O;SIR SUBMITTAL Based on the survey of the constructed partial pond (to be provided by the City), update the IIEC-RAS hydraulic model, i Complete the necessary LOMR application forms and provide the information to the City for i submittal to FENIA OWNER RESPONSIBILITIES: , OWNER is responsible for all fees and expenses related to obtaining existing data, if needed, and submitting regulatory permitting applications, including the LOMR submittal. OWNER shall assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Project, including previous reports and any other such data relative to the Project, Including: 1, Available topographic data of the proposed project site. 2. The location of City-owned utilitir3 (water and sewer) and privately owned utilities (gas, telephone, etc.) if available. 1. Copies of studies/reports of previous analyses associated with the proposed A + Project that were not prepared by Freese and Nichols, Harty, ENGINEER shall have no liability for defects in the WORK attributable to ENGINEER's reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by OWNER which was not previously prepared by Freese and Nichols. and OWNER agrees to indemnify and hold ENGINEER harmless from any and all claims and judgements, and Page 12 o I~ all losses, costs, and expenses arising therefrom. ENGINEER shall disclose to OWNER, prior to use thereof, defects oromissions in the data, design criteria, drawings, specifications or other Information furnished by OWNER to ENGINEER that ENGINEER may reasonably discover In its review and Inspection thereof. OWNER shall review material submitted for comment in a timely manner so as not to delay the services of ENGINEER, COMPENSATION: ENGINEER proposes to perform the services described In Task I through Task 4 of the above Scope of Services for the lump sum of $1 1,800 (ELEVEN THOUSAND EIGHT HUNDRED DOLLARS). Of this amount, Task l is $800, Task 2 is $3,000, Task 3 is $6,500, and Task 4 is $1,500, if the FEMA LOMB submittal is required, ENGINEER proposes to perform the services described in Task S of the above Scope of Services for the lump sum of 53,100 (THREE THOUSAND ONE HUNDRED DOLLARS), if work outside or beyond the above scope is required and approved by OWNER, those additional services shall be compensated on the basis of Attachment 11, SCHEDULE OF CHARGES, dated September 30, 1995. Payment for the services shall be due and payable upon submission of a statement for services. Statements for services shall not be submitted more frequently than monthly, SC'HEDULEt ENGINEER proposes to complete the work in Taskl, Task 2, and Task 3 within 30 days from the date of this contract. Upon receipt of the Final Design Grading Plan from Huitt•Zollars, Task f 4 will be completed within 14 days. If necessary, Task 3 will be completed within 30 days of 1 notification by tha OWNER. INDEMNIFICATION: Freese and Nichols, Inc. (ENGINEER) shall Indemnify and save harmless the CITY OF DENTON (OWNER) and its officers, agents, and employees from the liability of the OWNER on account of any injuries or damages received or sustained by any person or persons, or property, Including court costs and reasonable attorney fees incurred by OWNER, proximately caused by the negligent acts or omissions of the ENGINEER or its officers, agents, or employees in the execution, operation, or performance of this Agreement. f' J I Page 13 : 1 G I COMPENSATION 1 CamW"w to Fra010 ErM Mldg* fp NM011 08 1104 40mhM1 M 100 DWI of M 104ew4y SChW$ Of CN174r: I &NION il1111Y~Lr.SrL1d11: ~~i_0i~11f I maw CONSULTANT 1TI~N 1711EI,.. WNAOERVAMCM OFF" I9.N 1oa d$ GROUP WANOIR 1411 17117 111 DIACMLME LEADER fail? 11000 OWLMILMM Son I011 O'ROOMAI MANAGER Bin 110.40 INOMEEAVl 106" 111.31 INO410I6R V idol 12001 ENOINIFR N 10.43 101.14 E NOMIOR INTERN IN 7041 10.03 &NOMIM WEAN 3 9.11 TIES INOM UR twvw 1 6179 10,11 ELACTRIC&V41mIEILINTERN D 720? 04 of ILICTIUW INOMen INTERN 1 63.14 to" MECMNICAL INOMEER V 1923 Mad MECHANICAL ENOIMER N 71.10 10210 MECHANICAL ENOtNIM INTERN 0 70.31 Id. 'A REIKIENT INOMEER 1730 10.10 SENIOR RE91OINT RNRESENTATNI 70,10 $7.10 0134NM II NN 100 to 0e0*11" 1 Mg 7711 SENIOR 1140MEEAM0 TICHNICVUI t1.71 1101 EN00011RM0 TECMNICMN 0174 11.21 Te"ICWII 11.11 TON TICHWC;VI I 470 1010 DRAFM 6144 EOriMTOMOCMIOULER 1 M 6410 CONS" UCTION SERVK 91 ADMM4 AUT 4110 01.24 OOCLWWCONTROL CLIRK 417 o161 INWIOMMENTAL IMM711T VI 129 111.11 INVIRONMENTAL SCIEMIOT V ?I It 0.10 EIMRO/MENTAI ECIlNTIST N 7111 014 ENVOIONMENTAL 3CQh'r37 0 11.13 10,40 ENIARONMINTAL ICIIN707I N N 0461 ENVMONMINTAL SCIdMIST I AL14 1111 SENIOR ARCNRICT loE4 12132 AACWIICT V All 111.43 ARCNRICT II 1010 0.42 ARCMRICT 1 41.41 Ms? MPoROLOOIST N 11.30 MN WVDRO0EOLOGW 71.11 17.4 WORD IAOCEISIN&INC01MR L 40.01 10/1 OAIMTIONO ANALM 11.11 1170 CONTMCTADMN4TRATOR 4167 9.21 MfONVATION99MOCISCLOAK 4011 4444 CO-0I tf.10 40.11 fo SfM!j!t M1 r ft w W +6 NSW uYAe w MN7rM w WAD ►C 1100 1r w4 COIOr1Ff Nw pi1 VNI CWWV 120,00 w Mw VIMI N N powr w ~ 64W 110,00wom ~ia ~ oms - N N w i*" WA Oewl M14rm Com 90.07 or A-b sw a* 00M r4 3181 Copw Id.1I ON dpAil slit 1017 06Csmm@gRpC041 uo0Frbad OIC IrMWATAlOOw. CONr) 14.60ww TIIO IuidIA11R00 Cerro 106par 0+1 7010 I'molevEm3M0. COY" N.71wMIM A+ h cSMIA CrDAM 1/o00wIOa P r! fIHR OIMCf EEF[N0E3 4w hr+rr w Nr/rW r we rri rw 4s.Ir/Iw f I II ~Iw~ r~W rfNy W grMd.r ayl~wryrW~YnyM t•^r{ 1221, r~ru/rrrM/ W w1MMr~M1 rA W eM rrNMw uMiw.wM lrMr~Mrd~n Mewrw'J"'6w MYMnU/wr~W Wi,~M1•~wwrYr+lr "A 011143 OrA01IR~ f Masi rJ { r° v 00 ti 4 ~ a~oaao~~ . G t, I STATE OF TEXAS § COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING AND SURVEYING SERVICES PERTAINING TO COOPER CREEK REGIONAL DETENTION POND NO. S CONSTRUCTION PROJECT T111S AGREEMENT is made and entered Into as of the day of 1499, by and between the City of Denton, Texas, a Texas Municipal C ration, with its principal offices at 215 East McKinney Street, Denton, 'texas 76201 ( reinan "OWNER"); and Freese and Nichols, Inc,, a Corporation, with Its offices at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 (hereinafter "CONSULTANT,"); the parries acting herein, by and through their respective duly-authorized officials and representatives. WIM,SSETII, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and In accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set forth herein are In connection with the following described project: The Project shall include, without limitation, professional engineering and surveying setviccs for grading and construction plans for Cooper Creek Regional Detention Pond No. S, as more particularly described In Exhibit "A" attached hereto. SCOPEARTIC F ERVICES The CONSULTANT shalt perform the following basic services in a professional manner: A. The CONSULTANT shall perform ali services Identified and described as Tasks I, 2, 3, At , . n and 4 In the "Scope of Services", being a three (3) page document sasched hereto as /1?\ Exhibit "A", which document Is incorporated herewith by reference, D. If there is any conflict between the terms of this Agreement and Exhibit "A" attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the said Exhibit "A t+ f n AHIiCLE 111 ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included In the basic services, as set forth in Article ILA. above, are described as follows; A. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, the U.S. Environmental Protection Agency, and/or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as-needed basis in preparing compliance schedules, prigress reports, and providing general technical support for the OWNER's compliance efforts. B. Assisting OWNER in the defense or prosecution of any Jtigetion in connection with. or related to those professional services contemplated by this Agreement. Such services. it any, shall be furnished by CONSULTANT on an hourly frc basis at the hourly rates for additional services set forth in Exhibit "U", C. Sampling, testing, or analysis beyond that specifically included in the basic services set forth in Article ILA, hercinabove. 1). Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. E. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering and/or surveying data and reports for assistance to the OWNER. F. Providing gcotechnical investigations for the site, Including soil borings, related analyses, and recommendations. ARTICLE IV PERIOD OF SERVICE Ibis Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, Including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule ~r' established by the OWNER, acting through its Assistant City Manager for Utilities or his r designee. Page 2 r~ s AR111CLE COMPENSATION A. COMPENSATION TERMS: 1, "Subcontract Expense" Is defined as those expenses reasonably Incurred by the CONSULTANT in the employment of others in outside firms, for services In the areas of professional engineering and/or surveying. 2, "Direct Non-Labor Expense' Is defined as that expense, based upon actual cost, for any expense reasonably Incurred by the CONSULTANT in the performance of this Agreement for supplies, transportation, travel, long distance telephone charges, subsistence and lodging away from home, telccopy charges, printing and copying costs, and similar Incidental expenses incurred in connection with its work on the Project. E3. BILLING AND PAYMENT: For and in consideration of the professional services to be f performed by the CONSULTANT pursuant to the terms of this Agreement, the OWNER agrees to pay CONSULTANT, in accordance with the "Compensation Schedule" which is set forth on page 3 of the Scope of Services attached hereto as Exhibit "A", which Compensation Schedule provides for a lump-sum fee respecting each of Tasks I through 4, inclusive. The total fee, including reimbursement of CONSULTANT for subcontract expense and for direct non-labor expenses, shall be in an amount not to exceed $22,5*00. Any "Additional Services" Performed by CONSULTANT at the OWNER' request, as provided in Article III hereinabove, shall not be Included in the not to exceed amount of S 22,500.00 provided for in this subparagraph. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements tendered to and approved by the OWNER through its Assistant City Manager for Utilities or his designee. Elowcvcr, under no circumstances shall any monthly statement for services presented by CONSULTANT to OWNER exceed the value of the work performed by CONSULTANt at the time that statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the Assistant City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is In default under the terns of this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNrlt, The CONSULI ANT shall not proceed to performs the services listed > / l r in Article Ili "Additional Services," without obtaining prior written authorization from ~r the OWNER, C. ADDITIONAL, SERVICES: For additional services authorised In writing by the OWNICR in Article 111. the C'ONSULTAN I' shall be paid based on the Fee Schedule at Page 3 0 c I the hourly rates set forth In Exhibit "B" attached hereto. Payments for additional services shall be due and payable upon submission of an itemized monthly invoice by the CONSULTANT, and shall be in accordance with Article V,B heretnabove, Statements for such additional services shall not be submitted to the OWNER more frequently than once monthly, U. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt Af the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be Increased by the rate of one percent (1%) per month from the said sixtieth (60'h) day, and, in adi ition, the CONSULTANT may, alter giving seven (1) days' written notice to the OWE ER, suspend the further performance of professional services under this Agreement until the CONSULTANT has been paid in full all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges. Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) as set forth in this subparagraph if the OWNER reasonably determines that the work Is unsatisfactory, in accordance with this Article V, "Compensation," ARTICLE V1 OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable curt and due diligence In discovering and promptly reporting to the OWNER any defects or deficiencies In the work of the CONSULTANT or any of its subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's , subcontractors or subconsultants) pursuant to this Agreement are Instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The OWNER is entitled to copies of all such documents. The documents prepared and furnished to OWNER by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in any other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the Information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT Is released from any and all loss or liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT' shall provide services to OWNER as an independent contractor, not as , an employee of the OWNER, CONSULTANT shall not have or claim any right rising from r A employee status. r i Page 4 ARTICLE IN INDEMNITYAGREEMENT The CONSULTANT shall Indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses and expenses, including, but not limited to court costa and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who Is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental Immunity, which defenses are hereby expressly reserved, ARTICLE X INSURANCE !luring the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Board of Insurance or any successor agency that has a rating with A.M. Best Rate Carriers of at least an "A-" or above, A. C'omprchcnsive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than 5500,000 in the aggregate, and with properly damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate, B. Automobile Liability Insurance with bodily injury limits of not less than $300,000 for each person and not less than $500,000 for each accident and with properly damage limits of not less than $100,000 for each accident. i C, Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. i U. Professional Liability Insurance with limits of not less than S1,000,0W annual aggregate. i i V. The CONSULTANT shall furnish insurance certificates or Insurance policies at the OWNER's request to evldence such coverage. The insurance policies shall name t„e OWNER as an additional insured on all such policies except Professional Liability and Worker's Compensation Insurance, and shall contain a provision that such Insurance shall not be cancelled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective dale of the change or cancellation, provide OWNER replacement policies furnishing the same insurance coverage. Page 5 c c, f ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involoing one party's disagreement, may include the other party to the disagreement without the other's approval. ARU1 1M TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by providing thirty. (30) days advance written notice to the other party. H. This Agreement may also be terminated In whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of Intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating patty prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days aller the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination Incurred prior to the date of termination, in accordance with Article V "Compensation," Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate In providing information. The CONSULTANT shall turn over all documents prepared or fumished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use, ARTICLE XIII RESPONSIHILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute, not be deemed a release of the responsibility and liability of the CONSULTANT, Its officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to this "~reement; not shall such approval be deemed to be an assumption of such responsibility he OWNER for any defect In the design or other work prepared by the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants. Page 6 i G jl I ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same In the United States mail to the addresses shown below, by means of U.S. Mail, postage prepaid, certified mail, return receipt requested, unless otherwise specified hctein: To CONSULTANT: To OWNER: John Rutledge, P.E. City of Denton, Texas Freese and Nichols, Inc. Howard Martin 4055 International. Plam Suite 200 Assistant City Manager/Utilities Fort Worth, Texas 76109 215 East McKinney Denton, Texas 76201 All notices provided under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or within three (3) days' after mailing, whichever event shall first occur. ARTICLE XV FNTIRCAGREEMENT I this Agreement, consisting of ten (10) pages and two (2) exhibits, consdtutes the complete and final expression a the Agreement of the parties, and is Intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XVI SEVERABILITY if any provision of this Agreement is found or deemed by a court of competent ' jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be Invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provls€on with a valid and enforceable provision which comes as close as possible to expressing the odginal intentions of the parties respecting any such stricken provision. ARTICLE XVIII 4} COMPLIANCE WITH LAWS .lfa'V ' The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or may be hereafter amended, Page 7 i IIII a II z ARTICLE XVIH DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the professional services required under this { Agreement, Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall immediately inform the OWNER in writing regarding any conflict of Interest or potential conflict of interest that may arise drring the term of this Agreement, B. All services required hereunder will be performed by the CONSULTANT or under its direct supervision, All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest In this Agreement, and shall not tr:nster any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto, out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed. The parties funher agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE XXII MISCELLANEOUS A. The following exhibits are attached hereto, incorporated herewith by reference, and made rr' t a pan of this Agreement Exhibit "A" "Scope of Senica, )two (2) pogo document]. Exhibit "l3" "Schedule orCharges" (one (1) page document). Page 8 1 1 a I B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years afler the final payment Is made by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and words of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all Intended examinations and/or audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. D. For the purposes of this Agreement, the parties agree that key person who will supervise most of the work hereunder shall be Curtis Beitel, P.E. This agreement has been entered into with the understanding Curtis Beitel %ill continue to serve as the key staff member of CONSULTANT throughout the Project. Any change of key person requested by the CONSULTANT, shall be subject to the approval of the OWNER. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the professional services required herein. E. CONSULTANT shall commence, carry on, and complete Its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and In accordance with the provisions hereof, In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved Is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available Information pertinent to the Project, Including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and prlvate property as required for the CONSULTANT to perform services under this Agreement. 0. The captions of this Agreement are for informational purposes only, and shall not In any way affect the substantive terms or conditions of this Agreement. IN WITNESS WIIEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly-authorized undersigned officer, on this the day of - 1999. A Page 9 h I i "OWNER" ! CITY OF DENTON, TEXAS A Texas Municipal Corporation i .0 IAO 8 ichael . Je City M gager ATTEST: JENNIFER WAITERS, CITY SECRETARY i By: 3 APPROVED AS TO LEOAL FORM: i I IERBERT L. PROUTY, CITY ATTORNEY By: "CONSULTANT" FREESE AND NICHOLS, INC. A Corporation By. :ta ohn RutledJ<e, P I ATTEST: By: / l Page 10 c~ k, EXHIBIT °A" COOPER CREEK REGIONAL DETENTION POND No. S F'INA14 DESIGN SCOPE. OF SERVICES Freese and Nichols, Inc. (ENGINEER) proposes to provide the following services to the City of Denton (OWNER), as des.Hbed in detail below: TASK I: DATA COLLECTION a. Perform a topographic survey of the detention pond site to establish the existing topography of the site and improve the accuracy of earthwork quantities, The survey shall Include : L Establish a survey baseline for the project site based on existing City of Denton control monumentation. 2. Tie right-of•way lines and corners, property lines and corners, existing drainage casements, tops of bank, trees 4 inches in diameter or larger, available finished floor elevations of houses adjacent to the project site, fence lines, and all other visible surface features within the project limits to the survey baseline, b. Perform one site visit to the location of the Cooper Creek Regional Pond No. 5 to verify the results of the topographic survey. C. Obtain the existing subdivision plat in the area, as well as the plans of any sanitary sewer or other utility lines across the site. TASK 2: IWDROLOGIC AND IIYDRAULIC ANALYSIS a, Based on the best available topographic information, combine the hydraulic models of tributary C'5 provided by the Corps of Engineers and developer, and extend the IIEC•RAS hydraulic model upstream to approximately 500 feet upstream of Kings Stow Road. b. Vcrify the existing conditions and ultimate development hydrology at the site. C, Include the existing discharges into the IIEC•RAS model to establish r Existing Condition 100-)car water surface elevations across the site. AJ d. Include the ultimate discharges into the 11EC•RAS model to establish the Ultimate Dv%clopment 100•year water surface elevations across the site, t c• TASK 3: PRF.LMIINARY REGIONAL DETENTION ANALYSIS a. Locate the proposed regional detention area on the survey drawing, as well as the existing drainage casements and the alignment of any utility lines across the site, b. Review the conceptual design calculations for the regional detention pond. C Based on the site constraints, develop the area-capacity relationship and outlet characteristics of the regional detention pond that will satisfy the original detention requirements. d. Based on the City of Eknton drainage design criteria, prepare a preliminary grading plan from the sun'ey base map which will provide the necessary area-capacity relationship. c Provide the updated IEEC-RAS model, the area-capacity relationship and outlet characteristics of the regional aetention pond, and the preliminary grading plan to OWNER for review. TASK is DEYFLOPM ENT OF FINAL PLANS a. Attend one coordination meeting with OWNER to obtain comments on the detention pond hydraulic analysis and preliminary grading plan. b. Prepare a final design for completing Pond No. S, consisting of a ftnai grading plan and details of the inlet and outlet structures. Since it is anticipated that OW'NER's forces will be used to construct the project, no specifications are included in this scope of work. , C. Develop a final cost estimate for the construction of Pond No. S. The cost estimate will be based on unit prices provided by the OWNER, since the OWNER's forces will be used to construct the project. d. Prepare a letter report describing the hydrologic and hydraulic calculations, the detention pond calculations, the final design, and the final cost estimate. M NER RESPONSIBILITIES: OWNER is responsible for ail fees and expenses related to obtaining existing data, if needed, and submitting regulatory permit applications, including the CLOMR and LOMR submittal. OWNER shall assist UNOINFER by placing at the ENOINEER's disposal all f ' available information pertinent to the Project, previous reports, and any other such data / - relative to the project, including; r . ~I I I, The location of City-owned utilities (water and sewer) and privately owned utilities (gas, telephone, etc.) if available. 2. Copies of studics/reports of previous analyses associated with the proposed Project that were not prepared by Freese and Nichols, if any, ENGINEER shall have no liability for defects in WORK attributable to ENGINEER's reliance upon or use of data, design criteria, drawings, specifications, or other information furnished by OWNER which was not previously prepared by Freese and Nichols, and OWNER agrees to indemnify and hold ENGINEER harmless from any and all claims and judgements, and all losses, costs, and expenses arising therefrom. ENGINEER shall disclose to OWNER, prior to use thereof, defects or omissions in the data, design criteria, drawings, specifications, or other information furnished by OWNER to ENGINEER d rit r 'GINEI:R may reasonably discover in its review and inspection thereof OWNER shall review material submitted for comment in a timely manner so as not to delay the services of ENGINEER, COMPENSATION: ENGINEER proposes to perform the services described In Task 1 through Task 4 of the above Scope of Services for the lump sum of $22,500 (TWENTY TWO THOUSAND FIVE HUNDRED DOLLARS). Of this amount, Task I Is S7800, Task 2 is 53,900, Task 3 is 55,500, and Task 4 is $5.300, [(work outside or beyond the above scope Is required and approved by OWNER, those additional services shall be compensated on the basis of Attachment D, SCIII:DULE OF CHARGES, dated April 30, 1999. Payment for the services shall be due and payable upon submission of a statement for services. Statements for services shall not be submitted more frequently than monthly, SCHEDUILM ENGINEER proposes to complete the work in Task I within 30 days from the date of this contract, and Tasks 2 and 3 within 75 days from the date of this contract. Upon receipt of the OWNLiR's comments,'fask 4 veils be completed within 30 days. INDEMNIFICATION: Freese and Nichols, Inc (ENGINEER) shall indemnify and save harmless the CITY OF DENTON (OWNER) and its officers, agents, and employees from the liability of the OWNER oil account of any injuries or damages received or sustained by any person or persons, or property, Including court costs and reasonable attorney fees Incurred by OWNER, proximately, caused by the negligent acts or omissions of the ENGINEER or its officers, agents, or employees in the execution, operation, or performance of this Agreement. i n r ca c, f COYPINMTION EXHIBIT •B' A It FNI nn the Scope of Swvlen changing so shot add5fcnd [erNu[ ar ruedsd IrrduOn, but not Iralled to those sarvkn da lba as Addlsonal Servkn In ASedwem SC, FM wll natlM DWNER he OMER,I Ill"Y trobte Proceeding, N Add6ond Sweden st dl be colvA led based on M blowing Sdudule d Charged. B. SchoduY at Chereee, INI L 1 OP P, 9.1 SE NIOR CONSUL TANT 7934 935,43 MANAGE R-BRANCH OFFICE 173,00 151.13 GROUP MANADER 14443 16671 SR DISCIPLINE LEADER 151.30 179.11 DISCIPLINE LEADER 93.69 155.60 PROGRAM MANAGER 06.63 110.79 ENOINEER A 00.40 156.66 ENGINEER V 09,30 133,15 ENGINEER IV 69,11 06.79 ENGINEER INTERN III 14 to 05.03 ENGINEER INTERN II 63.66 15,47 END NEER I NT E RN I 5037 MA9 ELECTRICAL ENGINEER IV 06.09 105.16 MECHANICAL ENGINEER N 0521 195.07 MECHANICAL ENGINEER rV 19.94 10000 MECHANICAL ENGINEER INTERN It 11,96 11.30 RESIDENT ENGINEER 91,96 176,06 SENIOR RESIDENT REPRESENTATIVE 59.97 133.95 DEBIONEP II a 50 101.95 DESIGNEPI 45,5 9334 SENIOR E NOI NEE PMO TE CHNIC AN 01.97 90,09 ENGINEERING TECHNICIAN $9.61 6975 TECHNICIANS 51.73 00,75 TECHNICIAN I 3650 46.50 CRAFTER 97.90 55,90 ESTIMATOR'SCHEDLILER 00.50 $3,79 DOCUMENT CONTROL CLERK 11041 6077 ENVIRONMENTAL SCIENTIST V 7120 09.95 ENVIRONMENTAL SCIENTIST IV 79,3t 90.30 ENVIRONMENTAL SCIENTIST III 93.01 11.96 ENVIRONMENTAL SCIENTIST 11 60,07 11,11 ENVIRONMENTAL SCIENTIST 1 43.10 11145 SENIOR ARCHITECT 101,11 131,77 ARCHITECT V 90.04 11 tit ARCHITECT III 74.03 91.511 ARCHITECT II 60,03 19.64 ARCHTECT 1 50 ti is$ i? HYDP OLOOIS T IV 7370 70,01 HYDROLOGIST II 5095 10,10 HYDRCGEOLO0r5T 71.9t 07.30 WORD PROCESSINNSECRETARIAL 39.91 4SS/ COE RATIONS ANALYST 54 Is 6650 C0N7PACT ADMINISTAATOR $035 6901 INFOR MA TION SE RVIC E S CLE RK 2054 .at 10 COOP Wit 4534 TM,Jw.n1 w/1 01 Mr/I Iw M el ea.M/11M//1[. BAIF3FORIN Comaullor end AO pcrAu +nrone 110 30 Par hour pvto PC S'~erons 60.00 or hoa Copd VAX Cpnpular 170.00 Par tol+r Vi lulu N 00 per so Mflr 110.00 Par PIo1 rnlne~ 10,09 Per square 1001 OIISar "Xeres Was 10.01 par single sift tool Owed and Xerox Coen 951,14 Pal d01.CIS Side fopy GBC Brndlret; sq cover) 17 00 per boo GSCBndry(Ern, so Pell 61,00 per bolt tope B,rdng(Peg. Careq 61.75 Woo; ` Tooa Blyding(ElnMds. Cover) 9171 W boo If "Met--- Overt r a i 4 ads CardaWord mom 110 X P« i m # ~ 1_ \ O7NER DIRECT IXPENBII (ItIf4M111J1".. MbAa/IN~w4 a0 N/IIbwIM1l4r{r I 1 T% .MYw~I~IW,///I nw+ H Ismael dR1 .gws.a ,daa dl W,enel, M7aY4mendie, dxn/Y b.." Matwl NMwr N.w0wiuw 1 M14MdI1 wlN{Y111 ~]IL1/dY1Y,[My{I11o11F11 MiyN.14. w4 ede see Models b Y I. or w ri dpenw.nMldM w4ueuf.n corn 34A 0430.9g OWNER I sooptipp!!J-11 III James- r i O~,LrinCUC~p~b 1 D N ` t 8~` s Q g e y ~j 3 ~h 4 ~~WQdQ~O~O ~ 1 ~ t~ FULBRIOHT & JAWORSKI L.L.P. A R[OIST[R[o L1M1Tto LIASILITY PARTNtNSHIP T[L[RHONU 71]/051-5151 HOUNTON /AMMILt: 710/5514244 I3O1 Me KINNEY, SUIT[ 6100 WASHIN0T0N, a.C. WRIT[N'S INTERNET ADOR[A1', HOUSTON, TEXAS 77010.3095 AuS11N ~Jenu®lulbd[ht.eem SAN ANTONIO DALLAS N[W YORK WR1T[R'S 01V( CT DIAL NUMStII LOS AN0t1.55 710/551-N,0 LONDON MONO RONO March 23, 1999 Re; Legal Representation of Cities of Bryan, Denton, Garland and Greenville in Federal Tax Administrative Matter Mr. Lonnie Stabler Mr, Jack Miller Mayor, City of Bryan Mayor, City of Denton P.O. Box 1000 215 E, McKinney Street Bryan, Texas 77805 Denton, Texas 76201 Mr. Jim Spence Ms. Sue Ann Harting Mayor, City of Garland Mayor, City of Greenville P.O. Box 469002 P,O. Box 1049 Garland, Texas 75046.9002 Greenville, Texas 7$4031049 Mr. Scott McGough General Manager Texas Municipal Power Agency P,O. Box 7000 Bryan, Texas 77805 , Ladies and Gentlen,ew This letter confirms that the Ctr;cR of Bryan, Denton, Garland and Greenville (the "Cities") havejointly agreed to retain Fulbright k Jaworski L.L.P. (the "Firm") in connection with seeking a private letter ruling from the Internal Revenue Service permitting some or all of the Cities to Issue their own tax-exempt debt to refinance the outstanding debt of the Texas Municipal Power Agency TAIPA") Our acceptance of this representation (the "Representation") becomes effective as of March 4, 1999. Terms of Engagement This letter sets out the terms ofourengagement IntheRepresentation, Certain of those temu are included in the body of this letter, and additional terms are contained in the attached document Ak entitled Ack itlonul J'erms ujFatgagemeot. That document Is expressly incorporated Into this letter, 1 r end it should be read carefully. The execution aid return of the enclosed copy of this letter constitutes an unqualified agreement to all the terms set forth in this letter and in the attached AddiNanrl hems of !•atgagement, i 1 ~w+coT t j c~ March 23, 1999 Page 2 Our Personnel Who Will Be Working on the Representation I will be primarily responsible for working on the Representation, and representatives of each of the four Cities may call, write, or e-mail me at the above addresses and phone number whenever they have any questions Phout the Representation. Other firm personnel, including firm lawyers and legal assistants, will participate in the Representation if, In our judgment, their participation Is necessary or appropriate. Our Legal Fees and Other Charges Our fees in the Representation will be based on the time spent by firm personnel, primarily firm lawyers or legal assistants, who participate in the Representation. We will charge for all time spent by such personnel in the Representation in increments of quarters ofan hour. For example, we charge for time spent In the following telephone and otRce conferences with clients, representatives of clients, opposing counsel, and others; conferences among our attorneys and legal assistants; factual investigation if needed; legal research; responding to requests from the Washington Group that we provide information or legal analysis in connection with the lobbying efforts undertaken by the Washington Group on behalf of the Cities; responding to requests from representatives of the Cities that we provide information to the Cities or the Cities' auditors; drafting letters and other documents; and travel, if needed. Our fees and expenses will be allocated among the Cities as follows: Bryan - 2L7% Denton - 213°,4 Garland - 47.No Greenville - 10.0°!0 Specifically, my time will be billed to the Cities it $340 an hour for work done In calendar year 1999 and 5360 an hour for any work done in calendar year 2000. Other lawyers, legal assistants, and other personnel may be assigned as necessary to achieve proper staffing. Billing rates for attorneys, legal assistants, and other personnel are reviewed annually and generally are revised at the beginning of each year to reflect the increased experience ofour personnel, The billing rateifor other personnel will reflect their 1998 rates for work done in calendar year 1999 ind their 1999 rates for work done In calendar year 2000. Legal fees and costs for the Representation are difficult to estimate. Accordingly, we have made no commitment concern;ng the maximum fees and charges that will be necessary to resolve or complete the Representatit.n. / b A, n From t ime to time, we may furnish estimates of legal fees end other charges that we anticlpele A 1 t' will be Incurred in connection with the Represents tion, Such estimates are by their nature Inexact because of the potential for unforeseeable circumstances; and therefore, our actual fees and other charges may vary from such estimates. ! I V1607.1 t' i March 23, 1999 Page 3 It is expressly understood that payment of our fees and charges is in no way contingent on the ultimate outcome of the Representation. Joint Representation You should understand that there are specific advantages and risks of the proposed joint representation Because of our Firm's historical involvement with TMPA, we wi l require little, if any, time or effort to master the historical background. Dividing the fees for a single law firm among the four Cities should prove less expensive for each City than having each City hire its own law firm. However, if the Firm is required to disqualify itself or withdraw from the Representation for any reason, each of the Cities would have to Incur the cost of educating s new counsel on the factual and legal matters Involved in the Representation In addition, you should understand that there can be no confidences among the Cities with respect to the information we receive in the course of the Representation. Instead, the Firm will in fact share any material information that is disclosed by any one of the Cities with our other joint clients in the Representation. Moreover, the attorney-client privilege will not apply to create any confidences among the four Cities Although we believe we have thoroughly discussed this matter with you, we strongly recommend that you seek advice and counsel from a separate lawyer or law firm on whether to agree to thejoint representation described in this letter. Conflicts of Interest Before accepting the Representation, we have undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest that would bar the Firm from representing the Cities in the Representation We reviewed that issue In accordance with the rules of professional responsibility adopted in the State of Texas. We believe that those rules, rather than the rules of any other jurisdiction, are applicable to the Representation; and the execution and return of the enclosed copy of this letter by the Cities represents an express agreement to the applicability of those rules. Based on the information available to us, we are not aware of any potential disqualification. l lwever, as you are aware, TMPA has retained the Firm to represent it in connection with Docket No. 19595, Complaint of the City of Bryan, Texas, against Texas Municipal Power Agency and the Cities of Denton, Garland, and Greenville, Before the Public Utility Commission of Texas, and with Cause No 28,169 in the 278" District Court of Grimes County, Texas, styled TWA v. City of Bryan, as well as any subsequent litigation that may arise regarding the disputes or Issues involved in or subject matter of such Complaint or the above existing lawsuit (the "TMPA Matters"), Aswe have informed you, since the Representation is unrelated to the TMPA Matters, we are pleased to represent the Cities in connection with the Representation. However, in view of the fact that a S t91GU7.1 f t March 23, 1999 Page 4 question has been raised by the attorneys representing the City of Bryan in the TMPA Matters as to whether our representation of the City of Bryan in connection with certain bond offerings might constitute a basis for disqualification of our firm from continuing to represent TMPA in connection with the TMPA Matters, we have informed you that, even though no basis for such disqualification exists, we can undertake to represent the Cities in connection with the Representation only with a clear understanding and agreement that our representation of the Cities will not be urged as a basis for disqualification of the Firm from continuing to represent TWA in the TMPA Matters and that the Cities expressly waive any conflict of interest or potential conflict of interest involved in the Firm's concurrent representation of TMPA in the TMPA Matters while representing the Cities in connection with the Representation. Obviously, as we have informed you, the Cities should consult with and obtain the advice of the attorneys representing the Cities in connection with the TMPA Matters before entering into such an agreement with the firm. We understand that the City of Bryan has consulted with Campbell McGinnis, F.sq, on the matter, and that each of the Cities has determined that it does desire to enter into such an agreement and have our firm represent the Cities in connection with the Representation. Accordingly, in order to document such understanding, we will appreciate each City signing and returning a copy of this letter to evidence the agreement of each of the Cities that each of the Cities consents to our firm's continuing representation of TMPA in connection with the TMPA Matters, expressly waives any conflict of interest or potential conflict of interest involved In the Firm's concurrent representation of TMPA in the TMPA Matters while representing the Cities in connection with the Representation, and agrees that none of the Cities will seek to disqualit~ the Firm from continuing to represent TMPA in connection with the TMPA Matters, or In connection with any future financing or retinancing by TMPA, based on the Firm's prior representation ofanyof the Cities or the Firm's representation of the Cities in connection with the Representation. As we have informed you, we do not believe that the Firm has been provided or has obtained confidential information or knowledge in connection with the Representation which is relevant to the TMPA Matters or that there should be any occasion for any of the Cities to provide any such confidential information to us in connection with our continuing representation of the Cities In connection with the Representation Nevertheless, in order to avoid any possible risk of inadvertent disclosure of confidential information ofany of the Cities in any way related to the TMPA Matters, we have agreed to implement a screening procedure. By means of this procedure, lawyers and other personnel working for the Cities on the Representation will be prohibited from performing any services for TMPA in connection with the TMPA Matters and will be instructed not to share with the lawyers or other personnel working for TMPA on the TAiPA Matters any information obtained from the Cities or in connection with their work for the Cities in connection with the Representation, Likewise, i lawyers and other personnel working for TMPA on the TMPA Matters will be prohibited from performing any services for the Cities in connection with the Representation and will be Instructed not to share with the lawyers or other personnel working for the Cities on the Representation any information obtained from TMPA or in connection with their work for TMPA in connection with the TMPA Matters Specifically, neither Bob Dransfield, I nor any other attorney In our firm who SIq~6U7J v i I y March 23, 1999 Page S performs services for the Cities in connection with Representation will discuss or correspond with or otherwise communicate with Brad Wagner, Jim Bailey, or any other attorney In the law firm who performs services for TMPA In connection with TMPA Matters with respect to the TMPA Matters of the Representation, nor will Mr. Wagner, Mr. Bailey, nor any other attorney in the Firm who performs services for TMPA In connection with the TMPA Matters discuss, correspond with or otherwise communicate with me or any other attorney in the Firm who performs services for the Cities in ^nnnection with the Representation with respect to that Representation or the TMPA Matters. We have, of course, Informed TMPA of your request that the Firm represent the Cities In connection with the Representation, and TMPA has consented to our undertaking such representation and to the implementation of the above described screening procedure based on Its understanding that such representation will not be urged as a basis for disqualif ing the Firm fFom continuing to represent TMPA In connection with the TMPA Matters, or ftom representing TMPA in connection with any future financing or refinancing. Conclusion I This letter and the attached AtAkdopwlTerms ofEngagernentconstitute theentiretermsofthe t engagement of the Firm in the Representation. These written terms of engagement are not subject to any oral agreements or understandings, and they can be modified only by ibither written agreement signed by each of the Cities, TMPA and the Firm. Unless expressly stated In these terms of engagement, no obligation or undertaking shall be implied on the part of ether the Cities or the Firm. Please carefully review this letter and the attached AcOdowlTerms ofF.rt"menr. Ifthere are any questions about these terms ofengagement, or if these terms are Inaccurate In any way, please let me know immediately. If both documents are acceptable, please sign and return the enclosed copy of this letter so that we may commence the Representation. V truly yours, ~Q1 Gregg N lyres (AIJAW f ~r` v l t9U~1r.l r f. e March 23, 1999 Page 6 CITY OF BRYAN, TEXAS AGREES TO AND ACCEPTS THIS LETTER: CITY OF BRYAN, TEXAS i By Title' Date: I CITY OF DENTON, TEXAS AGREES TO AND ACCEPTS TillS LETTER AND ATTACHED ADDENDUM CITY OF DENTON, TEXAS APPROVED AS TO LEOAL FORM HERBERT L. PROUTY, CITY ATTORNEY llala g'i` y lp C~J ~ +x CITY OF GREENVILLE, TEXAS AGREES TO AND ACCEPTS THIS LETTER: , CITY OF GREENVILLE, TEXAS By__ Title:_ Date: CITY OF GARLAND, TEXAS AGREES TO AND ACCEPTS THIS LETTER: WY OF OARLAND, TEXAS Y I j. Title; Dale: t o c w March 23, 1999 Page 7 TEXAS MUNICIPAL POWER AGENCY AGREES TO AND ACCEPTS THIS LETTER: TEXAS MUNICIPAL POWER AGENCY By Tidy Date: i i i i r 1 U FULDRIGHT & JAWORSKI L.L.P. Additional r'ermr ofEngagentent I This is a supplement to our engagement letter dated March 17, 1999 (the "Letter"). The purpose of this document is to set out additional terms of our agreement to provide the Representation descn'bed in the Letter. A capitalized term used and not defined in these Additional Terms of Engagement shall have the meaning set forth in the Letter, Because these additional terms of engagement are a part of our agreement to provide legal services, representatives of each of the Cities should review them carefully and should promptly communicate to us any questions concerning this document. We suggest that each of the Cities retain this statement of additional terms along with the Letter and any related documents, !i The Scope of the Representallon As lawyers, we undertake to provide representation and advice on the legal matters for which we are j engaged. It is important for our clients to have a clear understanding of the legal services that we have agreed to provide Thus, if there are any questions about the scope of the Representation that we are to provide, please raise those questions promptly, so that we may resolve them at the outset of the Representation. I Any expressions on our part concerning the outcome of the Representation, or any other legal matters, are based on our professioraljudgment and are not guarantees. Such expressions, even when described as opinions, are necessarily limited by our knowledge of the fauls and are based on our views of the stale of the law at the time they are expressed. Upon accepting this engagement on behalf of the Cities, the Firm agrees to do the following (1) provide legal counsel in accordance with these terns of engagement and the related engagement letter, and in reliance upon Information and guidance prodded by representatives of each of the four Cities; and (2) keep the Cities' designated representatives, which are initially the four utility system directors (ahc "Representatives"), reasonably informed about the status and progress of the Representation To enable us to provide elTective representation, each of the four Cities agrees to do the PollowinW (1) disclose to us, fully and accurately and on a timely basis, all facts and documents that are or might be material or th it we may request; (2) keep us apprised on a timelybasis of all developments relating to the Representation that are or might be material; (3) attend meetings, conferences, and other proceedings when it Is reasonable to do so; and (4) otherwise cooperate fully with us. The Firm has been engaged to provide legal services in connection with the Representation, as AA specifically defined in our engagement letter. AAer completion of the Representation, changes may occur In the applicable laws or regulations that could all'ect the Cities' future rights and liabilities in regard to the subject matter of the Representation Unless we art actually engaged after the completion of the Representation to provide additional advice on such Issues, the Firm has no st4arutt •1• ~ f f N continuing obligation to give advice with respect to any future legal developments that may pertain to the Matter. It is our policy and the agreement of each of the four Cities that the person or entity that we represent is each of the four Cities acting Jointly for purposes of the Representation, and that our attorney-client relationship as a result of the Representation does not Include any related persons or entities. Accordingly, it is understood that we may represent another client with Interests adverse to any such affiliated or related person or entity without first obtaining consent from all of the four Cities, or any of them, Who Will Provide the Legal Services i As our engagement fetter confirms, the Firm will represent the Cities in the Representation. The Firm is a registered limited liability partnership that has elected to adopt the Texas Revised Limited Partnership Act. Although the Firm will be providing legal services, each client of the Firm customarily has a relationship principally with one attorney, or perhaps a few attorneys. At the same time, however, the work required in the Representatlon, or parts of it, may be performed by other firm personnel, including lawyers and legal assistants Such delegation maybe for the purpose ofinvolvingotherFirm personnel with experience Ina given area or for the purpose of providing services on an efficient and timely basis. Our Relationships With Others The Firm represents many companies and individuals. In some Instances, the applicable rules of professional conduct may limit our ability to represent clients with conflicting or potentially conflicting Interests Those rules of conduct often allow us to exercise our independent judgment In determining whether our relationship with one client prevents us from representing another, In other situations, we may be permitted to represent a client only if the other clients consent to that representation. Rules concerning conflicts of interest vary with the jurisdiction. In order to avoid any uncertainty, It is our policy that the governing rules will be those applicable to the particular office of the firm that prepares the engagement letter for a particular matter. The acceptance by each of the Cities of our engagement letter constitutes an express agreement with that policy, unless the engagement letter specifically stares that sonic other rules of professional responsibility will govern our atlorney-client relationship. If a controversy unrelated to the Representation develops between any of the four Cities and any other client of the Firm, we will follow the applicable rules of professional responsibility to determine whether we may represent either the Cities or the other client In the unrelated controversy. In addition to our representation of other companies and Individuals, we also regularly represent lawyers and law firms. As a result, opposing counsel in the Representation may be a lawyer or law Fl firm that we may represent now or in the future, Likewise, opposing counsel In the Representation may represent the Firm now or in the future, Further, we have professional and personal relationships with many other attorneys, often because ofour panlclpalion in bar associations and other profeseloru) organizations It is our professional judgment that such relationships with other attorneys do not siviwt,t .2- k i ~ adversely affect our ability to represent any client. The acceptance of these terms of engagement represents an unqualified consent to any such relationships between the Fimi and other lawyers or law firms, even counsel who is representing a party that is adverse to any of the four Cities in the Representation that is the subject of this engagement or in some other matter. Dbclalmer The Firm has made no promises or guarantees to the four Cities about the outcome of the Representation, and nothing in these terms of engagement shall be construed as such a promise or guarantee. Billing Arrangements and Terms of Payment The Letter specifically explains our fees for services in the Representation. We will bill on a regular basis, normally each month, for fees and expenses and charges. It is agreed that each of the Cities will make full payment of its share, as set forth in the Letter, within 30 days of recelving our statement. We will give notice if an account becomes delinquent, and it Is further agreed that any delinquent account must be paid upon the giving of such notice, If the delinquency continues and a City does not arrange satisfactory payment terms, we may withdraw from the Representation and pursue collection of our account. Charges for Other Expenses and Services Typically, our Invoices will Include amounts, not only for legal services rendered, but also for other expenses and services, Examples include charges for photocopying, long-distance telephone calls, travel and conference expenses, messenger deliveries, computerized research, and facsimile and other electronic transmissions In addition, we reserve the right to sendto the Cities for direct payment any Invoices delivered to us by others, Including experts and any vendors. In situations where we can readily determine the exact amount of expenses for products and services provided by third parties to be charged to the Cities' account, our Invoices will reflect the cost to us of the products and services. In many situations, however, the precise total cost of providing a product or service is difficult to establish, in which case we will use our professional judgment on the charges to be made for such product or service, which charges may vary from or exceed our direct cost of such product or service. In some situations, we can arrange for ancillary services to be provided by third partles with direct billing to the client. Attached Is it copy of our current recharge schedule for expenses and services, which Is subject to change from time to time. Termination At any time, the Representatives may terminate the Representatlo i, with or without cause, by notifying us of the Cities' Intention to do so, Any such termination of services will not affect the obligation to A+' n I r pay for legal services rendered and expenses and charges Incurred before termination, as well as additional services and r ohageslncurredinconnectionwnthanorderlytransulonoftheRepresentadon. stroiwtt .3. i c• i We are subject to the codes or rules of professional responsibility for the jurisdictions in which we practice. There are several types of conduct or circumstances that could result in our withdrawing from representing a client, including, for example, the following: non-payment of fees or charges; misrepresentation or failure to disclose material facts; fraudulent or criminal conduct; action contrary to our advice; and conflict of interest with another client. We try to identity in advance and discuss with our clients any situation that may lead to our withdrawal. A failure by any ofthe Cities to meet any obligations under these terms of engagement shall entitle the Firm to terminate the Representation. In that event, such City or Cities will take all steps necessary to release the Firm from any further obligations In the Representation, including without limitation the execution of any documents necessary to effectuate our withdrawal from the Representation. The right of the Firm to withdraw in such circumstances is in addition to any rights created by statute or recognized by the governing rules of professional conduct. To avoid possible unnecessary cost for all the Cities, each ofthe Cities agrees that if our representation of that City is terminated for any reason, we may continue to represent any or all of the other Cities in connection with the Representation if such other City or Cities and we so agree, notwithstanding any divergence of views or conflicts which may arise in connection with the subject matter of the Representation as between any City we have ceased to represent and the City or Cities whom we continue to represent in connection with the Representation. Document Retention At the close of any matter, we send our riles in that matter to a storage facility for storage at our 44pense. The attorney closing the rile determines how long we will maintain the files In storage. ARer that time, we will destroy the documents In the stored files. s At the conclusion of the Representation, we will return to the Cities any documents that are specifically requested lobe returned As to any documents so returned, we may elect to keep a copy of the documents in our stored files. Standards of Professionalism and Attorney Complaint Information Pursuant to rules promulgated by the Texas Supreme Court and the State Dar of Texas, we are to advise our clients of the contents of the Texas Lawyer's Creed, a copy of which Is attached, In addition, we are to advise clients that the State Bar of Texas Investigates and prosecules complaints of professional misconduct against attorneys licensed In Texas. A brochure entitled Attorney ComJ4411w L jormarlorr is available at all of our Texas offices and is likewise available upon request. A client that has any questions about State Bar's disciplinary process should call the Olfice of the General Counsel of the State Bar of'texas at 1.800.932.1900 toll Pree. r A $1946011 .q. 1 t~ e TILE TEXAS LAMER+S CREED - A Mandate for Professionalism The Texas Supreme Court and the Texas Court Of Criminal Appeals adopted this Creed, with the requirement That lawyers ",ise their clients of its contents when andermktng represenrarion. am a lax 'er,1 em entrusted the People of Texas to _ moan as practicable, when hear lags, depogsiittiieons, meetings, ets an' improve our legal system I am lhicensed by the Supreme Court` request`s for extrnsirnu of tlm `load Ifr r''a`alvcx o! procedural of1'exaa I mast tharefum abide by te Iexes f8seiplinory Rutea of formalities, provided lepitimale objectives of my client will net be I4ofessimal Conduct, but I know that Noreesionsirm requires adversely affected.t will not save motions or pleadings In any more than merely avoiding the violation of laws and rules, 1 am manner that unfairly limits another party's opportunity to rcapartd cnmmuiuted to this Creed for no other reason than it is right. i will attempt to resolve by agreement my objections to matters 1. OLiR LEGAL SYSTEM. A lawyer owes to the administration contained in pleadings and discovery requests end reapnun 1 can orjuatice personal dignity, intrggrrIt)', and independence. A lawyer disagree without being disagreeable I r or labr a tMt efT i behavior. nhouldalxaYsadheretothehighcat mpresentatirndonndrcqulreanlagonlaermitM intm principlea ofprofassinnulisnt permit MI cliclieMaanyone I u n pnssfonately Inoud army profession. Ilserefore, "My word is under my control to do anything which would be unethical or my bond " 1 am ro rible to assure that all persons have access improper ifdsteintebyme f wilanot without goaduux,atuibutebad to competent reprcxrrtatiunregardless ofwealthorposition inIjre. moGvea a Icommit m,sclrlnanoicquateandeRcctiveprobonoprogram.I ~rofessina intodirn]epu by conduct to unfounded opposing coucounsel nor bring the om obligasae! W eJucete my clients, the public, and other lawyers r will avoid alit In aecusa4ans art mprapridy regarding the spirit and letter of this Creed, 1 will olways be 'pair 1 personal re s marks or I w acrimony towards con.uicus army duty to the j ud iclut s)stem °pFesm`` counxl, ponies and witneaecs will eat be Influenced by i any ill fWing between clients I will abstain from any allusion to 11. LAW Y F .R TO CLIENT, A lowya axes toe client allegiance, personal peculiar ties or ldiosynaasles of opposin counsel. l will learning, skill, and industr), A lawyer shalt employ all appraapplate not lake advantage, by cousin' an default or lamisaal to be means to protect and advance the client's legitimate rights, claims, tendered, when l know the Identity arm oppaging counsel, without and uhJcLGvcs A lawyer shall not be deterred by any real at fast inquiring about that counsero Intention to proceed, I will itnnglned feat of jUdidal disfavor or public unpopularity, not be promptly submit orders to the Court. I will deliver copies to IullurneCI by more self-interest. I will advise my client of the opposing counsel befure a contemporaneously with submlulon to contents of this Creed when undcaaking representation I will the court. I will promptly approve the farm of orders which I endeavor to achieve my client's lawful ubec4vca in legal accurately reflect thesubstzelOrherutin oftheCourt: will hall I transactions and in Idigation es quickly aruf economically as attempt togalnanunfair advantage bysandingtheCouAafustaff possible, I will be lo)'ul and co amndlal to my client's lawful correryson ce ofcoples ofcorrespondenta. I will nW Arbitrarily ohJcclivcs, but I will not permit that loyalty and commitment to schedule a deyxs]ti(n, Court appearance, at timing until a good interfercwithm)'duty toprovideobjective andindependent advice. feitheffort hasbmme&toschedule itbyagreament.Iwill readily I wdI advise my c]iCM that civility oral courtesy are ekpoeted and stipulate to und]spmed facts in order to ovoid ncedleas costs or are not a sigtpn of urakness. I will advise my client of props no inconvenience fur any party I will refrain from eutesive and Cxpevted behavior I will urnt ""c' a ppaarrtti and wiincues with abusive discovery 1 will comply with all reasonable discovery CuirncnaunddurcunsiJaotion Aclicnthusnote righttodemandthat request. I will trot resist discovery requests which an not i abuser aa)anr or indulge ]n an)' orronlive conduct. I will advlae my ob~ecllotuble I will not make objections not give instnutione to a client that we will not pursue conduct which Is Inlrnded prirttatily wstne+a fat the "se of delaying or obstructing the discovery to harass or drain the financial resuunes ortha opposing party t proem I will encourap wittiouts to respond to all depedlian will W04t my client that we wit] nut purrs tactics which are questions which are teas int iy undaslandeble. I will neilher inlendeJ primarily inn deluy I will advise my client that we will not encourage eat pcmut my witncu to quibble about words wbere pursue an) course oractinn which is without merit. I will advise my their meaning is reasonably eiest. I will not seek Cow imemilon client that I lcserve line right to determine whether to grant to obtain discovery 0khto closely Improper and not dixtiverabie N ontmodatioris to oppaaing counsel in all tuners that do not Iwill not seek satutionscc disqualification unless It Is necessary for ersclyalTvvIngchemfslauNlobJatiYes AclienthasnoNght r!otationofmyclienPslawiWobjaiiveaorlsrullyjuatifledbythe to Imtnicl me to refuse rcasonabla reyuesU nude b1' aided counsel. circumstances 1 will advise my elicit regarding the availability of mediation, IV, LAWN IRANDAW L. Iawyersudjudges owteiWoor Jinptutrson,lanJnthanltrrnativemrdndsofrcsolvingandsetding r0ri t, diligancewalar,punctuality, andproteetlemAgainst *Uri and ln,priall criticism and stuck. La andjud'Of as equally Ift uwtteN~diekoriiJJix ofSlegalltransnctonsandtheogqouuttouil f of the profession Iwillolulytrlognimthaatthe`poaeiionor1udgal~i Illig,lion,courses)',curklut,coopcralwn,andscrupulous oburvance ~hmlalofboth th.judicial a)'item andadrnlNalra4afa(justice c of all agrer mends and mutual understendings, Ill feelings between +I will refrain Dam conduce that degnJea this gmbol. 1 will chants shall not Infiurnct s lawyers cenJw't, sttiude, or demeanat conduct m,relf In C" In a profcsalonal Matta and demonstrate tuwurd opposing counsel A lawyer shall out engage in my respect fu Rte Court and the law. I will treat counsel, Op~pr~m~ unpruressionalcondwtlnrelohatlanaga(nAothaunprareemonal parties, the Court, and members of die Count Kol'with couAery~~ oral conduct I will he euurlrous, civit. and prompt in oral and written civility. twill be punctual. t will not m/ya in any conduct which t 1 u conununica]ans Iwiltnotquarre]ovLrmattaiorformtustyle,btd olTands the dignity and decorum of proceedings, f w111 lad I will concenlrnle on matters or substance I will identify for other knowingly misrepresent, mischaracterite,mlagaoteOf Irde dis face ,I f r S counsel or parties all ehaige I have made in documents submitted or authorities to pin an advantage 1 wiR rer d the rulings of the rot resiew, 1 will ahempp( to prepare documents which correctly Cow, I Aillglwthelnueslneonlrovasyde iterette,Impar4aland icllect the agscemad Withe Parties I will lad include provlsiana etudiedenalytleandconudenflon.1wi116econsidenleof0sellme whleh have nut horn agrcrJ upon at omit provislnne which are constraints and pmostaeeimposed upon the Court, Court stall' aad ncaesutry to redact the ainecment of the parties I will notify court let in eM)dito admintsterjustlcaand resolvedispertel. oppwsi ns counsel, land, ifappropriete, the Court or other persons. As yi91r,01 t •s• U p. FULBRIGHT & JAWORSKI L.L.P, (Frowtoa) Eipenses and Services Summary F.YAFNCF-,.QFRV1rF. f7JI F Binding 51.65 per book (Pricing varies CdW office iccatiom) Data Base Research Lexis, Westlaw, information America Direct Copt or Allooat#on of Direct Cost (wrier DIM oa MMh type Deliveries Overnight/Express Direct Cost Outside Courier Direct Cost j In-House NIA (Pricing vista in w w omee tacadom) Courthouse Messenger i40 OO/Noup~7'~}nstpoation cing vuin o c maims) Document Scanning $1,30 per page Duplicating Photocopy rso..00/lape Microfil iWicrotiche S0 ppeerr pigs Videography (duplication) pllus S20.00/duplication Electronic Mail (via Internet) No Charge Library Research by Library Staff' SISA0 • $125,00 per hour Weekend & Late Evening Air Conditioning $25.00 per hour (Only if necessitated by client requirements) (Pr;eiry varla In aher oma loatloru) Postage Direct Cost on any item or group of items which cost S 1.00 or more Secretarial Overtime $29.00 per hour plus supper allowance paid for overtime In excess of 2 hours per day during the week A And 6 hours per day on weekends ftirv ww in Ww ' ;(1r n omwr facaUwu). sis~eot.t .6. t t, c, I .I s Facsimile (Outgoing) 50.50 per page plus applicable LD charges Telephone. Long Distance (Domestic) $0.15 per minute Long Distance (international) Allocation of direct coat which varies by location of call, File Storage Retrieval ss l0 00p~r box (Palm Jkries to other 0(1104IM40N) Transportation MMileage (personal automobile) Applicable IRS allowable rate per mile Meals Lodging Direct Cost Direct Cost Car Rent&VAirline/RaiVEtc. Direct Cost CD-ROM Research 30.00.8S50,00 ppeer 5e~rch ~nteverir454eedml of4aruh) Graphic Arts $43.00 to $53,00 per hour, plus direct cost of supplies stoo4or,t t• t CITY OF lll',NTON ADDEN l)UM TO F'ULBRIGI I f k JAWORSKI, L.L.P ENGAGEMENT LETTER DATED MARCH 23,1999 RESPECTING PROFESSIONAL LEGAL SERVICES I, The Firm reasonably estimates that the City of Denton ("Denton") 21.3 % pro-rata snare of all charges for the legal services provided for in this engagement, including expenses as set forth herein, shall not exceed S 24,250.00. The Firm and Denton recognize that considering the scope and complexityof the professional serviceslo be perfomtedby the Firm duringthis engagement, and the uncertainties involved, that it is difficult to closely estimate the amount of estimated fees and expenses necessary to complete this engagement. The amount of fees and expenses provided for above represents a good-faith estimate, based upon the relevant facts and circumstances known to the Firm at this time. The Firm and Denton agree that the amount of fees and expenses for the engagement may be greater or lesser than that amount, and that it is possible that they will need to enter Intc , rurthcr amendment agreement in the event that the estimate stated above does not provide suftlcicnt funds to complete the engagement. 2. For the purpose of this Agreement, the key person who will be performing most of the work hereunder shall be Gregg 11. Jones, Partner. However, nothing herein shall limit the Firm from using other qualified and competent members of the firm, associates, and support staff to perform the services required herein if such delegation Is reasonably appropriate, Is cost- c n4li ve, and properly protects the interests of Denton. 3. The Firm shall maintain records at its place of business, in accordance with its customary practices, with respect to all matters covered by this engagement, Such records shall be maintalned for a period of at least five (5) years after the Firm's receipt of final payment respccti ng this engagerent. 4. The firm shalt perform all services provided for hereunder as an independent contractor not under the direct supervision and control of Denton, Nothing herein shall be construed as creating a rclationshipof employer and employee between the parties, The Firm and Denton agree to ctx)perate in the defense crony claims, actions, lawsuits, or proceedingsof any kind brought by a third party which may result from, or may directly or Indirectly arise from any negligence and'or errors or omissions on the part of the Firm or from any breach of the Firm's ubl igations under this Agreement. 5. The firm shall maintain and shall be cause to be In force at all times during the term of this engagemenl, a legally binding policy of professlonal liability Insurance, issued by an insurance carrier approved to do business in'fexas by the State Board of Insurance, listed by A.M. Best Rated Carriers, with a rating of "A•" or above. Such coverage shall cover any claim hereunder occasioned by Ile Firm's negligent professional act, error, or omission, in An amount not less than $2,000.000 combined single limit coverage per occt rrence. A 1 6. 1 he Firm and Denton agree that, if necessary, they will each use their best efforts to resolve any disputes regarding the Agreement through the use of mediation or other forms of alternate dispute resolution as are set forth In Chapter 154 of the Texas Civil Practices and Remedies Code (V.A.T.C.S.). Page i v I a 7. In performing the professional services provided for in this Agreement, the Firm shall be subject to the Texas Disciplinary Rules of Professional Conduct and shall comply with federal and state laws applicable to such services as they may now read. 8. For the purpose of determining place of agreement and law governing this Agreement, this Agreement Is entered into In the City and County of Denton, State of Texas, and shall be construed in accordance with, and gnverned by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Agreement shall lie exclusively in a court of competent jurisdiction sitting In Dallas County, Texas. 9. In performing the services required hereunder, the Firm shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 10. No waiver or modit4cadon of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence In any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is In writing, duly executed as aforesaid. The parties further agree that the provislons of this article will not be waived as herein set forth. f1 11. This Addendum provides for additional covenants and agreements of Denton and the Firm, and Is attached to the Letter of the Firm, entitled: "Legal Representation of Cities of Bryan, Denton, 0arland and Orcenville In Federal Tax Administrative Matter," dated March 23, 1999, to the four (4) TMPA Member Cities, and is incorporated therein by reference, and made a pan of such Agreement as if written verbatim therein, , IN WITNESS H EREOF,the City of Denton, Texas has executed this Addendum In two (2) original cot!nterparts by and through its dulyauthorizod City Manager; and the Firm has executed this Addendum by and through its dulyamhorized undersigned Partner; dated this the . rI day of May, 1999. CITY OF DENTON, TEXAS A Texas MunlelpalCorporatlon Ci Michael . ]ex i Manager AITLSt: J JIMN1FER WALTERS,CftY SGCRUARY f 11y, Page 2 c c' v APPROVEDAS TO LEGAL FORM: EIERBERTL, PROUTY,CITYATTORNEY I,;Q I By. FULBRIGIIT& JAWORSKI,L.L.P. A Registered Limited Liability Partnership By: Gregg E nes, Partner ATTEST: BY: i I I t.'aM[aMUmca~'C~>ntrab~VWJuIMl~fid la~unllAQJe~um f~kLYM7 rn~ayementl.tr.da Page 3 ~J II ~ i f I it f I i II` i i I oSs ,C o o C2 ° h oe ~aoaaanaa~~ i i s I CAUSE NO. 98-10635-16 LESLIE HALE S IN THE DISTRICT COURT S V. 9 OF DENTON COUNTY, TEXAS CITY OF DENTON, TEXAS 5 16TH JUDICIAL DISTRICT COMPROMISE BETTLEMENT AND RELEASE OF ALL CWHO KNOW ALL MEN BY THESE PRESENTSr That it is agreed by and between PLAINTIFF, LESLIE HALE, and the RELEASED PARTIES, identified as CITY OF DENTON, TEXAS, (Defendant) and its past, present, and future officers, elected officials, employees, agents, and attorneys (all in both their official and individual capacities)r and their respective insurers, and those in privity with any of them, as followss 1. The RELEASED PARTIES will pay to PLAINTIFF the total sum of ONE THOUSAND AND N01100 DOLLARS ($1,000.00) for loss of past, present, and future wages, and past, present, and future loss of earning capacity, and a total of TWENTY-FOUR THOUSAND AND N01100 DOLLARS ($24,000.00) for emotional pain, suffering, inconvenience, mental anguish, loss of enjoyment of life, attorney's fees, court costs, and all other pecuniary and non-pecuniary losses and claims, as set out below, being a total aggregate sum of TWENTY-FIVE THOUSAND AND N01100 DOLLARS ($25,000.00), the receipt and sufficiency of which is hereby acknowledged. As additional consideration, the CITY OF DENTON shall remove the word "termination" from the Employee Status Record in PLAINTIFFIS file A. t \ and replace such word with "resignation." The CITY shall also S~E1I9C UP A T- C, ! R remove from PLAINTIFF'S personnel file the following: Letters from LESLIE HALE dated Jur% 30, 1998, and July 6, 1998, and memoranda ! from Paulette Holmes dated July 3, 1998, and July 17, 1998. 2. For and in consideration of said payment, PLAINTIFF, LESLIE HALE, hereby fully releases, discharges, and acquits the RELEASED PARTIES, from, and agrees that the sum and consideration so paid shall be in full and final satisfaction and compromise of: all actions, causes of action, claims (including subrogation claims and claims for contribution or indemnity as to money paid in connection with this settlement) and demands, on account of or in i any way growing out of any and all negligence, intentional misconduct, violation of Constitutional or statutory rights, conspiracies, breach of contract, breach of any duty of good faith and fair dealing, death, personal injuries, damage to reputation, pain and suffering, grief, bereavement, loss of consortium, lose of companionship, damage to familial relationship, mental anguish, psychic injury, loss of earning capacity, loss of household services, loss of wages, loss of profits, loss of money, damage to r property, taking of property, attorney0a fees, pre- and post- judgment interest, and all other causes of action and damages whether known or unknown and whether heretofore asserted or not, owned or possessed by PLAINTIFF against any of said RELEASED J PARTIES growing out of or in any way connected with: the hiring and employment of LESLIE HALE by the CITY OF DENTON, her job duties and activities while employed by the CITY OF DENTON, and her f , Alr \ r. termination from employment which occurred on or about June 280 I v i v 19980 all as more fully described in the pleadings on file herein, to which reference is made for a more complete descriptiont any events or litigation connected with or growing out of said events or this settlements or any event which occurred prior to the date of this settlement. PLAINTIFF does hereby agree to indemnify and save harmless the said RELEASED PARTIES of and from all further claims, demands, costs, or expenses arising out of any injuries and damages sustained by PLAINTIFF or by any of her respective natural or adoptive family members or relatives, as a result of3 said hiring and employment of LESLIE HALE by the CITY OF DENTON, her job duties and activities while employed by the CITY OF DENTON, and her termination from employment; any of the events connected with, or growing OLt of, said events or this settlementl or any event which occurred prior to the date of this settlement, 3. PLAINTIFF understands and agrees that the amount paid under this agreement is in full satisfaction of all injuries and damages arising on account of the above-described events and that she will receive no further sums of money therefrom. PLAINTIFF agreos to not assert or prosecute any further claims or lawsuits therefor against anyone whomsoever, whether or not herein or otherwise named, described or identified. Any and all claims against parties not specifically released herein, if any, are hereby assigned in full to the parties hereby released. 4. Further, PLAINTIFF expressly warrants that there are no outstanding unpaid hospital liens, medical insurance subrogation ~.A tr` r. 1 claims, or property damage subrogation claims and it is expressly f694 4 V T understood and agreed that PLAINTIFF has already paid or will pay out of the aforementioned sum of TWENTY-FIVE THOUSAND AND N01100 DOLLARS ($25,000.00) all property damages and medical, doctors' and hospital charges received in the past or to be incurred in the future and that PLAINTIFF will defend, indemnify, and hold harmless the said RELEASED PARTIES, of and from the payment of such subrogation claims and hospital liens (especially with reference to any liens under the Texas Hospital Lien Law). 5. PLAINTIFF expressly warrants that her spouse has not I suffered any loss of consortium as a result of the events in I) question or PLAINTIFF'S alleged injuries and damages. PLAINTIFF i also expressly warrants that no mefter of her family has suffered any psychic injury, mental anguish and/or damage to the familial relationship as a result of the events in question or as a result of PLAINTIFF'S alleged damages and injuries. PLAINTIFF agrees to defend, hold harmless and indemnify the RELEASED PARTIES from the { payment, and for the defense, including expenses and reasonable attorney's fees, of any and all such claims for loss of consortium, i psychic injury, mental anguish and/or damage to the familial relationship. ~ I 6. PLAINTIFF hereby represents and warrants to the RELEASED PARTIES and to the Court that no promises, representations or agreements not set out herein have been made to herl that this Compromise Settlement and Release of All Claims is executed without reliance upon any statement or representation of any person or parties released or their representatives, concerning the nature I f c~ z, and extent of the injuries, damages and/or legal liability therefor, that acceptance of the consideration set forth herein is in full accord and satisfaction of a disputed claim, which is incapable of being exactly determined, and for which liability is expressly denied, and that this Compromise Settlement and Release of All Claims is made of her own free will and accord after consulting with and acting upon the advice of her attorney. 7. FOR THE SAME CONSIDERATION, it is agreed that the above- styled suit will be dismissed with prejudice to refiling the same, and that coats of court will be taxed to the party incurring the same, and PLAINTIFF further agrees to the dismissal of all claims and charges filed by her beforh, the O.S. Equal Employment opportunity Commission in Charge No, 310990456, "Leslie R. Male v. City of Denton." a. Although originally drafted by attorneys for the RELEASED PARTIES, this Compromise Settlement and Release of All Claims is a contract which is the product of negotiations between the parties and attorneys for the parties and which shall, in the event of any dispute over its meaning or application, be interpreted fairly and reasonably, and neither more strongly for nor against either party. This document contains the entire agreement of the parties hereto. THE PROVISIONS OF THIS COMPROMISE SETTLEMENT AND RELEASE OF i ALL CLAIMS ARE CONTRACTUAL AND NOT MERE RECITALS. WITNESS MY HAND this day , 1499. r~ L LIE HALE 4 io. 0 ca R APPROVEDt Dav ~HOUSel, J f.' V Attorney for PLAINTIFF THE STATE OF TEXAS 9 { COUNTY OF T...~A S This instrument was acknowledge before at on the day of S.ld , 1999, by LESLIE HALE. /s+s~sa Otary PUJKlo, State or TmXas 4 1ATsor TLxm 00, ' tyCommuknEapns*28-W CITY,,. VF DENTON By! c asl a , y Manager ATTEST: C eor ary t r~ t 'jr ~ n r III of 01^ O o t 00.E r°pQ~ cC63~. 0 oa ° voOQ060 i I U 4 AGREEMENT FOR PROFESSIONAL LEGAL SERVICES STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT, made and entered into this the 0 day of 1999, by and between IiAYTHE & CURLEY, a General Partnership, 2l7 Park Avenue, New York, New York 10017, hereinafler referred to as "Consultant"; and the CITY OF DENTON, a Texas Municipal Corporation, 215 E. McKinney, Denton, Texas 76201, hereinafter referred to as "City", WITNESSETFI WHEREAS, the City finds it necessary to employ outside legal counsel to perform professional legal services in a specialized area of law, public and tax-exempt finance; and WHEREAS, the Consultant is willing to perform such services in a professional manner as an independent contractor; and 1N IIEREAS, the City desires to engage the Consultant to render the professional services ` in connection therewith, and the Consultant is willing to provide such services; and WlirREAS, the Consultant requires that its "Standard Terms of Representation - May 1997" document, a copy of which is attached hereto and incorporated by reference herewith, shall govern this contractual relationship, except as supplemented or amended by this Agreement; and the City is willing to proceed on that basis respecting this engagement; NOW, THEREFORE, in consideration of the promises and mutual obligations contained herein, the parties hereto do hereby AGREE as follows: L Scope of Services: The Consultant shall perform the following serdces in a professional manner working as an independent contractor not under the direct supervision and control of the City: A. Services to be provided: I. The Consultant shall serve as outside legal counsel to the City of Denton, Texas and its Municipal Electric Utility. Consultant shall provide legal advice on disclosure matters during the period in which the City will consider how to do future refinancings for its utilities; and shall provide advice In dealing with rating agencies. 2. The Consultant shall also consult, as requested, with the City Manager, the Director of Electric Utilities, the City Attorney, any other designated City staff, and designated i ri I 'I I c~I outside legal counsel of the City, respecting any and all aspects of the services to be performed under this Agreement. 3. The Consultant shall perform all the professional services required in a timely fashion, and shall complete same in compliance with schedules established and coordinated by the City through its Director of Electric Utilities and City Attorney, through discussions with the Consultant, as appropriate to carry out the terms and conditions of this Agreement. It. Tern : This Agreement shall terminate upon the completion of the services provided for herein, or upon the exhaustion of the funds provided hereunder, or on December 31, 2000, whichever event shall first occur. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible during the term of this Agreement, and to meet the schedules established by the City, through its Director for Electric Utilities and City Attorney, or as the progress of this matter may reasonably require. III. Cotnpensation and Method of Payment: A. Consultant shall charge the following fees for its professional services hereunder, based on the following fees for its professional services hereunder, based on the following hourly billing rates for the attorneys and support staff involved in this matter: PARTNERS i Margaret C. Henry $300.00our David L. Dubrow S340.00/hour Stephen J. Adnopoz $250.00/hour ASSOCIATES Junior Associates 5185.OO/hour PARALEQAL D. Michael Berkowitz S 95.004iour B. The foregoing rates are in force and effect, retroactive to July 23, 1999, C. Travel time during which the Consultant is occupied with professional services for the City shall be billed at 100% of the above hourly rates. Other travel time shall be NMI at 50% of the above rates, except that travel time during which the Consultant is occupied with processional services regarding other clients, shall not be billed to the City, D. Consultant will try to reduce costs whenever feasible by utilizing qualified partners, associates, paralegals, and support staff. The Consultant shall bill the City through the Contract For Professional Legal Scrvkea - Page 3 t t submission of itemized invoices, statements, and other documentation, together with supporting data indicating the progress of the work and the services performed on the basis of monthly statements showing horvty rates indicating who performed the work, what type of work was done, and descriptions and/or details of all senices rendered, along with specific description and supporting documentation, if available, respecting any reasonable and necessary out-of-pocket expenses incurred. E. Consultant and the City agree that all charges for the legal services for this engagement, including reasonable out-of-pocket expenses, will not exceed Twenty Four Thousand Five Hundred Dollars (S 24,500). No retainer shall be required for this engagement. F. City shall either pay directly or reimburse the Consultant, as the case may be, for reasonable actual out-of-pocket expenses, including but not limited to, tong-distance telephone, telccopier, reproduction, ovcmight courier, and travel expenses prudently incurred by Consultant. All copies will be charged at the rate or twenty cents ($.20) per copy for copies made within Consultant's offices, with as much photocopying as possible being done by outside vendors at bulk rates, if bulk copying is necessary. The parties agree that the charges for facsimile transmission are at the rate of S 1.50 per page. Database searches, secretarial overtime when required by the urgency of a client's matter, long distance telephone calls, special deliveries, and other similar items shall be billed at or below Consultant's estimated costs. C. The parties anticipate invoices or statements for services will be generated on a monthly basis and that said invoices or statements will be sent on or about the 15`x day of each month. the City shall make payment to the Consultant within thirty (30) days of the satisfactory completion of senices and receipt of an itemized invoice or statement. All reimbursable expenses, ircluding, but not necessarily limited to travel, lodging, and meals shall be paid at the actual cost, pursuant to the terms, conditions, and limitations hereinabove set forth. All invoices and bills shall be approved for payment by the City Attorney and the Director of Electric Utilities. 11. It is understood that the Consultant shall work under the direction of the Director l for Electric Utilities or her designee, and the City Attorney. j 1. All notices, billing statements and invoices shall be made in writing and may be II given by personal delivery or by mail. Notices and invoices sent by mail to the City shall be addressed to i lerbert L. Prouty, City Attorney, 215 E, McKinney, Denton, Texas 76201, Notices and payments sent by mail to the Consultant shall be addressed to: Margaret C. flew, Partner, I laythe R Curley, 237 Park Avenue, New York, New York 10017. When so addressed, the notice, invoice, and'or payment shall be deemed given upon deposit In the United States Mail, p<)stage prepaid. In all other instances, notices, invoices, and/or payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the responsible person or office to whom notices, invoices, an&or payments are to be sent, provided f reasonable written notice is given. { Contract for Professional Legal Services - Page 3 rJ t• i f I , 1V, Profes ' na Competency A. The Consultant agrees that in the performance of these professional services, Consultant shall be responsible for the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types of work. For the purpose of this Agreement, the key person who will be coordinating and performing most of the work hereunder shall be Margaret C. Ilenry, Partner. However, nothing herein shall limit Consultant from using other qualified and competent members of its firm to perform the services required herein. B. All legal documents as well as any legal opinions prepared or obtained under the terms of this Agreement are instruments of service and the City shall retin ownership and a properly interest therein. If this Agreement Is terminated at any time for any reason prior to payment to the Consultant for work under this Agreement, all such documents prepared or obtained under the terms of the Agreement shall upon termination be delivered to and become the property of the City upon request and without restriction on their use or further compensation to the Consultant. V. Establishment and Maintenance of Records; Full and accurate records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement. Such records shall be maintained for a period of at least three (3) years after receipt of final payment under this Agreement. VI. Audits and lnstxcn: At any time during normal business hours and upon reasonable notice to the Consultant, there shall be made iilable to the City all of the C'onsultant's records with respect to all matters covered by this Agreement, The Consultant shall permit the City to audit, examine, and make excerpts or transcripts from such records, and to make audits of contiucts, invoices, materials, and other data relating to all matters covered by this Agreement. VII. Accomplishment of Proice : The Consultant shall commence, carry on, and complete any and all projects with all practicable dispatch, in a sound, economical and efficient manner, and, in accordance with the provisions hereof and all applicable laws. In accomplishing the projects, the Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the City, Vlll. Conflicts of In cresL'Confidcmiality: The City and Consultant agree that for purpcxs of this engagement, the provisions of haythe & Curley Standard Terms of Reprewntalion (May 19971 "Confidentiality and Client Conflicts" at page 14 and 13 therein, Fhall govern. Contract rot Profe3slmal Legal Services - Page 4 i f r. I I I I I IX. Indemnity and Indencndent Contractor RcIalionshin: A. The Consultant shall perform all services as an independent contractor not under the direct supervision and control of the City. Nothing herein shall be construed as creating a relationship of employer and employee between the parties. B. Consultant agrees to Indemnify the City against all losses arising out of the negligence of Consultant, provided, however, that in the event that this Indemnity is called into play, the amount of Consultant's indemnification obligation to the City shall I be measured by its comparative fault relative to all individuals or entities (including the City) whose acts or omissions contributed to the City's losses; and provided, further, that Consultant's indemnification obligation to the City shall not exceed the amount of Consultant's applicable professional liability insurance coverage, I C. Consultant shall maintain and shall be caused to be in force at all times during the term of this Agreement, a legally binding policy of professional liability Insurance, listed by A. S1. Best [fated Carriers, with a rating of "A." or above, issued by an Insurance carrier approved to do business in Texas by the Texas Department of Insurance. Such coverage shall cover any claim hereunder occasioned by the Consultant's negligent professional act, error or omission, in an amount not less than Two Million Dollars ($2.000,000,00) combined single limit coverage per occurrence. In the event of change or cancellation of the policy by the insurer, the Consultant hereby covenants to immediately advise the City thereof; and In such event, the Consultant shall, prior to the cllcctive date of change or canecllalion, deliver a copy of a substitute policy furnishing the same coverage. The Consultant shall provide a copy of such policy or the J declarations page of the policy, whichever is reasonably satisfactory, to the City through 1 its Director of Electric Utilities, simultaneously with the execution of this Agreement. X. Termination ofAgrecmcnt A. In connection with the work outlined in this Agreement, it Is agreed and fully understood by the Consultant that t'ie City may cancel or indefinitely suspend further work hereunder or terminate this Agreement at any time upon written notice to Consultant. Consultant shall cease all work and labor being performed under this Agreement. Consultant may terminate this Agreement by giving the City fifteen (I5) days written notice that Consultant is no longer in a position to continue representing the City. Consultant shall invoice the City for all work satisfactorily completed am shall be compensated in accordance with the terms of this Agreement. All reports and other documents, or data, or work rcla!ed to the project shall become the property of the City upon termination of this Agreement, / r I B. This Agreement may be terminated in whole or in part, in writing, by either party f,. in the event of substantial failure by the other party to fulfill Its obligations under this Agreement through no fault of the terminating party, provided, however, that no such termination may be affected, unless the other party is given (1] written notice (delivered Contract For Professional Legal Services - Page S I a I i P. I by certified mail, return receipt requested) of Intent to terminate, and not less than thirty (30) calendar days to cure the failure; and [2] an opportunity for consultation with the terminating party prior to termination. C. Nothing contained herein or elsewhere In this Agreement shall require the City to pay for any work which is unsatisfactory or which is not submitted In compliance with the terms of this Agreement. XL Alternate Dispute Resolution; The Consultant and the City agree that, if necessary, they will use their best efforts to resolve any disputes regarding the Agreement through the use of mediation or other forms of alternate dispute resolution set forth in Chapter 154 of the Texas Civil practice ar.J Remedies Code (V.A.T.C.S.). i X11. Entire Agreement: This Agreement represents the entire agreement and understanding belween the parties, and any negotiations, proposals, or oral agreements are intended to be integrated herein and to be superseded by this written Agreement. Any supplement or amendment to this Agreement to be effective shall be in writing and signed by the City and the Consultant. Xlif. Compliance with Laws: The Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereafter K- amended, including, but not limited to the State of New York Disciplinary Rules of professional Conduct. XI V, Goveming aw: For the purpose of determining place of agreement and law governing same, this Agreement is entered into in the City and County of Denton, Stale of J Tcxa, and shall be governed by the taws of the State of Texas. Venue and jurisdiction of any 1 suit or cause of action arising under or in connection with this Agreement shall be exclusively In a court of competent jurisdiction silting in Denton County, Texas. XV. Discrimination Prohibited; In performing the services required hereunder, the Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or arcestry, age, or physical handicap. XVI. Personnel: A. The Consultant represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or have any contractual relations with the City. Consultant shall inform the City of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement, In accordance with Consultant's responsibilities under the State of New York Disciplinary Rules of Professional Conduct, and subject to the provisions of paragraph VIII. hereinabove, 10 ` Conttact For Professional Legal Servkes - Page 6 f B. All services required hereunder will be performed by the Consultant or under its direct supervision. All personnel engaged in work shall be qualified and shall be authorized or permitted under state and local laws to perform such services. XVII. Assignability: The Consultant shall not assign any interest In this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. XVIII. 5Sv a ' it : All agreements and covenants contained herein are severable, and i in the event any of them, with the exception of those contained in sections headed "Scope of ! Services", and "Compensation and Method of Payment" hereof, shall be held to be Invalid by any court of competent jurisdiction, this Agreement shall be interpreted as though such invalid agreements or covenants were not contained herein. XIX, Responsibilities for Claims and Liability, Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant for the accuracy and competency of its work; nor shall such approval be deemed to be an assumption of such responsibility of the City for any defect in any report or other documents prepared by the Consultant, its attorneys and employees. XX. Modification of Agreement: No waiver or modifeation of this Agreement or of any covenant, condition. or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waivcr or modification is in writing, duly executed as aforesaid; and, the parties further agree that the provisions of this Article will not be waived as herein set forth. XXI. Caption : The captions of this Agreement are for Informational purposes only and shall not in any way affect the substanlive terms or conditions of this Agreement. XXII, Binding Effect and Effective Date: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns where permitted by this Agreement. This Agreement is hereby ratified and retroactively approved by the City and Consultant and shall be effective as of July 23, 1999, IN %All NESS IIEREOr, the City of Denton, Texas, has executed this Agreement in four (4) original counterparts by and through its duly-authorized City Manager; and the Consultant has executed this Agreement by and through its duly-authorized undersigned Partner, dated this theme dayof 11999, r ' Contract ror Professional Legal Services - Page T I c G "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporatlon f i By: 1U Michael W. J z, City er ATTEST: JENNIFER WALTERS, CITY SECRETARY By: I APPROVED AS TO LEGAL FORM: IIERBERT L. PROUTY, CITY ATTORNEY By: "CONSULTANT" HAYTIIF, & CURLEY A General Partnership By: Margo t C. Henry, Ptnt(serT'~ ATTEST: { r S.kM D.KUmemaContrwtr!99JIq;x R ('wky PSA 12nd K D21 1.411 Rev bond. doe Contract For Profmional Legal Service - Page g f I I I C ~I,y,y r9 #f,n t~`r 1.r C, r~ + F q ~ u ~ t r r r I 4 f•4 n 4 ~y is ' i 1 rl u d I,' tl •A ~ --rY.a ,ill Ha! ~~_41r , I ~I 1v1 J 11 P rr ~ ~ i,p '.e a x I d+ d~ f r f r I 1 I~ 8 r' ~ ~y r ~yy r { f. 'A ! ,t TI:' r~ by t9Y.: b I • P ~ • I ' IY Y,k ~ I .y i1 , 1 ~ .r r 1 ~ 11 '~?ar ' , t 11 / ~ ~ 1 ~ f /(,'9~✓ Ali '.,!'3 I r U I } y h I t..H IA ~ Y a~ ! 1 I ! Ili ! !`pit 'I 1 It, ' ,I u r 1 I7y !i Y~ 1 11, r•. d ,•Ay t 4 I {q rlr~ 4. r I' 1 I I I t , ~ ill , r r ~ 1y I it 'r w' T n { m 'A red I ) ~I} rte ~1,A r'k11~ 11 4 4 ik, ~1 1 l r 4 j I APPLICABLE LAW AND CONSENT STANDARD TERMS FOR TO JURISDICTION PROVIDING IEGAL SERVICES Your agreement to engagc us to provide you with We have prepared this booklet to provide you with legal scr%ices shall be go%erned by and construed a statement of the terms and conditions under which according to the IsA s of The State of New York. When we provide legal services. These terms will apply to you engage us W provide) ou w ith legal setcices, you all legal services rendered on your behalf unless a gill thereby conscnt to personal jurisdiction In the difrorenlorsupplemenWarrangementisagmaupon State of New York with respect to any question, and confirmed in wddngr We ask that you reed this dispute or controrersy arising out or, relating to or in booklet carefully and retain a copy for your records. E connection with ourengagemrnt' iryou have questions about our standard leans and conditions or about any other aspect of our services, we encourage you to discuss them with the lawyer in charge or your representation or with any other partner or the firm, 4 16 v c, SCOPE OF OUR SERVICES infomsallon that, if known to any such other client of ours, could be used in any such other master by such Some clients hire us to represent them in other client to your material disadvantage, You also connection with a single matter and others engage us agree that our representation of you will not preclude to represent them In connection with a variety of us from undertaking any matter for a new client that matters. In most cases, the scope of the sarvices that may be adverse to you, or a related entity, to long as we will provide to you w111 be confirmed In a separate our representation of you with regard to the matter letter agreement at the time you retain us. Methet described in this letter has been concluded or you ask us to handle one matter or many, we will use terminated and so long as the conditions set forth to our best abilities in representing your interests. In the preceding sentence have been met. You should doing so, we will be relying upon the facts provided know that, In engagement agreements with many of to us by you, and we will be applying the law in effect our other clients, we have risked for simile , at the lime our services are rendered. You should keep agreements to preserve our ability to represent you. us Informed of all changes in the circumstances of , %Wh you become aware that may have a bearing on your matters. 1 4 2 is C . , FJ I I I I CONFIDENTIALITY AND CLIENT STAFFING: THE PARTNER IN CHARGE, CONFLICTS OTHER LAWYERS, LEGAL ASSISTANTS I lie professional codes under Witch we practice The partner you have selected mill be in charge of require us to preserve the confidences and secrets of your case or ptolecl. You are free at any time to our clicnls. 1'hat obligation conlinnex alter the request that the partner In charge be changed, and if completion of the project for a hich sve have been that appears to you to be necessary or desirable you rclained It does not preccni us from representing should feel free to discuss it with any partner of the clients chose tnterests may be adccrse to yours in arm, connection uirh unrciuted mailers aner our teprescntalion of you is completed or lenntnalcd, so Your partner in charge will determine the long as a e presen call conldences ) ou entrusted to appropriate stalling for your matter and may, from us during our rrprrsenwlian ofyou, time lotime. In his orherdiscretion, delegate work to other lawyers In the firm or to legal assistants. When It is possible that, during the time that we are this occurs, It may be intended to take advantage of represeotirrgyou,somcorburpresetitorl'uUnechenis specialized skills or So accomplish your work in a isill ha%edispulesot Iransacoons mth you. You agree more expeditious or cost efficient manner, or it may that this lirm may continue to represent or may benecessmyInresponselothesmountortypeofwork undertake in the fuhrre mrcprescnl otherclien,s In any involved In handling your matter or the demands of matter that is not substantially related in our work for other matters. you, es en tf the inlerrsts of such clients in those other matters are directly ad%erse to you or a relatedentitp. Our legal assistants are not lawyers but possess and cscn if such repiesenlalinns ssould he training, experience and skills that enable them to simultaneous. We agree, l,ott es er, that your ads ance assist our lawyers In discharging their responsibilities. consent to conflicting represenlations shall not apply They Include law clerks, law students, paralegals, v in an instance Hlmre, as the result of our research librarians and other technical (non-legal) representation of you, ee have obtained sensitive, specialists. proprietary or other confidential or non-public 14 i t' a i FECS retained by us within a reasonable rime after the Our fees are based on the following factors: lerminadon of the engagement, Following Termination of our engagement, any 1 he lime and labor required to perform the otherwise nonpublic information you have supplied legal service you ask us to provide to us which is retained by us will be kept conlidential The novelty and difficulty of the questions in accordance with applicable rules of professional involved, conduct. The skitl required to perform the service properly, Ouratlomeyclient relationship will be considered terminated upon our completion of specific services 1'he fee customarily charged in New York thatyou have retained us ro perfonn. ifyou laferretain City for similar services us to perform further or additional services, our 1 he amouni involved, artomeychent relationship will be revived, subject to The results we obtain for you. theseand any supplemental lermsofrngagement. The ' foci that we may Inform you from time to time of The time limitations imposed by you or by developments in the law which may be of Interest to the circumstances, you, by newsletter or otherwise, should not be 1'he nalure end length ofour professional understood as a continuation or revival of any relationship with you. attomeyclienl telelionship. Moreover, we have no The exlMrience, rcpulafion and ability of the obligation to Inform you of such developments in the law)'er or lawyers performing the services, law unless we are engaged In writing to do so. the likelihood, if apparent or made known to you, that our work for you will preclude lawyers of this frmt from accepting other { ernployment from other clients. Whether our fee is fixed or contingent. j 4 i3 i A r rJ C' i I I I 4 TERMINATION OF SERVICES Standard hourly rates for our lawyers and legal msislanis are set by the firm and reviewed at least You hai,e the right to terminate our represenlation annually. 'they may change during the pendency of at any time. We will hase the same right, subject io matters we are handling for you. If they do change, applicable codes of professional responsibility and These changes will be rell ved in our charges. We rules of court. If we decide to terminate our encourage you to discuss our hourly rates at any time represenlation,wa will giveyou reasonable notice and with the partnet in charge. assist In the orderly transition of your legal master to such other counsel as you may select. Time is recorded In increments of one lenlh of an hour, cumulated daily. The minimnm charge for any l emrinatlon ol'our represrwation, by you or by tw, day In which lime is expended on your matters will does not all'rcl your responsibility to pay for legal be one tenth or art hour. serf ices or costs end expenses Incurred to the 411 of Icrnrinalion or necessarily incurred thcreaAer as part Esamatn of fees for legal services are sometimes I of the orderly lamination of our engagement. Upon requested byour clients. If asked, we will be pleased Ternunwion and payment of all outstanding to give you our best estimate of the amount of legal F slalcntents, we will return to you any documents, fees and costs likely to be Incurred In providing The money or property belonging to you that you may services you require. necause of the inherent have gi%cn la us to hold for you, end we will also difficultyofpredictinginadvance the amount of time dehser toyou, or loyournew counsel. [lit IHesrelated a given project will require, these are estimates only, I to your matter (other than our internal nules, work and not fixed quotations. papers and correspondence and billing files, all of i hicii are the property ofthe firm). In a few instances im olving routine work, such as the formatlon ofa simple business corporation, it may For various reasons, including the minimlration of be possible for us to quote a fixed fee for our set%lces. unnecessary slaage expenses, we reserve the right to If that is done, the fee will be confirmed with you In destroy or otherwise dispose of any such items wriling.Othervi 1% our billing will be on the basis of the factors outlined above. 11 y 1 1 C~ 1 4. We strongly believe that peer discussion and BILLING ARRANGEMENTS AND rc~ sew is an important element of providing yuallty PAYMENT TERMS services, and so our time charges will often reflect discussions between lawyers within our firm Ournormal billingcyck both for fees andcostsand concerning the matters in which we have been expenses Is monthly, You agree to make payment engage& within thirty days of receiving our statement; otherwise, there will be an interest charge of l V,% In some cases, we may request that a court or monthly (18% interest annually) on the unpaid arbitrator award you allorneys' fees as part or your balance, If your account becomes delinquent and you claim. Such awards are granted only in unusual cases; do not arrange satisfactory payment lerms, we reserve the amount or such awards is often less than the the right to withdraw from the representation and amount of the actual legal fees Incurred, and such pursue collection of your account, in which case you awards cannot always be collected from the agree to pay costs of withdrawal and collection, adversary. Ifcollevied, such an" ard will be credited including court costs and a reasonable aitomey's fee. toward your account, but you will be responsible for the cull amount billed by the firm. E~E f G 6 11 L i a. u RETAINERS COSTS, EXPENSES AND EXPERT FEES New clients will ordinarily be asked to make an Our legal fees are compensation rot professional advance payment of fees and other charger, This legalservices.1heydonotIncludecoslsandexpenses advance payment is commonly referred to as a it maybe necessary rot us toltxur inconnection wllh "retainer." Typicatly, the retainer Is equal to the your project. Costt and expenses lypically Include minimum amourd that At expect you to incur in fees such items as filing fees, long distance Iclephone andwhercharges,orthefecsandother chargeslikely charges, messenger and express delivery charges, to be incurred during a Iwo-month period, whichever postage and courier feel, court reporters' fees for is less. The details of retainer arangernents vary deposition and trial transcripts, computer research greatly and are cont3nned by separate leper charges, word processing charges, printing and agreernent, reproduction cosh, the costs of preparing records on appeal, overtime costs for staff (other :lean Nv%yers), If7 he retainer %v has not against your Nat bill. witness fees, Ieleracilmile transmimlon costs, travel ~ any portion of lire retainer been earned, , we expenses and the like. Certain of these charges may E will reruns the uneamred portion to you promptly at represent more than our direct cost to cover our the conclusion orour representation, overhead. Costs and exproses will be billed in addition to charges for Igel services: You may he requested to pay subslrnllal expenses directly to the supplier. It may be necessary rot us to engage outside experts, such as wcounlanll or appralsers, to assist us in rendering prole donal legal services to you. fees for experts are not IkIuded in our Its al fees. You will OD be responsible rot payment of alI cxlmrts retained on 1.+ yove behalf, rend you will generally be asked to pay -a IQ ~ J r q , 0 I I I I ~I i their tees directly. No e%pert Mll be retained without TRUST ACCOUNTS your permission. We maintain trust accounts for all clients' funds Wco utsidccharges as prom gentsforyou,andyou that are delivered to us to be held In escrow or agree to pay pay these charges ptly. otherwise panding disbursement Instrue Jons. Those accounts in administered in accordance with the New York Lawyer Code of Professional Responsibility and certain statutes and court rules. Such funds am normally held in Wamle Interest-bearing accounts. However, if In our Judgment the amount Involved is too small or the j funds are expected to be hetJ for too short a time to generate sufficient Interest to justify the expense or administering a separate account, the funds will be ' held In a nonsegregated, norinlerest•bearing rvtrst account. i n e g C I ~J f ~o~,~aacoe~~ ~o o• eg "oonaaoaoo~°~~ . i 1 t J t 1999.2000 SERVICE. AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND IIELPNET OF THE GREATER DENTON AREA, INC. This Agreement is hereby entered Into by and between the City of Denton, Texas, a I 'ome Rule Municipal Corporation, hereinafter referred to as "City", and IfelpNET of the Greater Denton Area, Inc,, a non-profit corporation, 33111-33 North, Denton, Texas 76207, hereinafter referred to as "Organisation"; WHEREAS, City's Human Services Committee ("IISC") has reviewed the proposal for services 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 IISC recommends the purchase of services; and WHEREAS, City has determined that thr proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in Its budget for the purpose of paying for contractual services; NOW, TT ILREFORC, the parties hereto mutually agrm as follows; 1. SCOPE OF SERVIC .S Organisation shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used, A. Maintain a computer database of client assistance to assist service providers in determining unmet needs and how they can best meet those needs. ~i D. Provide a forum for inter-agency communication through monthly meetings of agency representatives and a bulletin board system. C. Provide computer based information and referral system that c ,in be accessed via computer modem or by telephone. D. Provide a central application point for providers of emergency financial asslatarice so that Individuals socking these services may call a central number, provide relevint intake Information, including income status and make arrangements for a appointment with the appropriate service r provider. A, , rlfr~ n Ii. Coordinate Christmas assistance program for local service providers. G 4 Organization shall perform those services described in the Work Statement herein attached as Exhibit A and Incorporated herein by reference, 11. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organization agrees to the following terms and conditions: A. Fifteen Thousand Dollars ($15,000) maybe paid to Organ ization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit B and incorporated herein by reference, fot those expenses listed In the scope of services as provided herein. Organization shall not utilize these funds for any other purpose, B. The Organization will establish, opetate, and maintain an accow t system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime. D. The Organization 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. F,. The Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement F, The Organization will promptly pay all bills when submitted unless there Is a discrepancy in a bill; any errors or discrepancies In bills shall be promptly reported to City's Executive Director of Finance, or her authorized representative, for further direction. G 'he Organization will appoint a representative who will be available to meet with City's lixccutive Director of Finance and other City officials when requested, 11. '11he Organization will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors. 1. The Organization will submit to City copies of year-end audited financial statements. 111.1_IM OF F.RPO MAN A The services funded by City shall be undertaken and completed by Organization within the following time frame; PAOL 2 i 1 tt I October I, 1999 through September 30, 2000, unless the contract Is sooner terminated under Section VII "Suspension or Termination". 1V, PAYMENTS A. PAYMENTS To ORGANIZATION. City shall pay to Organization a maKlmum amount of money not to exceed Fifteen Thousand Dollars ($15,000) for services rendered under this Agreement, City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. U. EXCESS PAYMENT, Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: I ) has resulted in overpayment to Organization; 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. Organization's rcimburs':ment request for any one month period will not exceed one-fifth (I IS) of any budgeted line items for costs as specified In Exhibit D. 1), DEOBLIOATION OF FUNDS/REVERSION OF ASSETS. In the event that actual expenditures deviate from Organization's provision of a corresponding keel of performance, as specified in Exhibit A, City hereby reserves the right to rcappropdate or recapture any such under expended funds. If City finds that Organization is unwilling and/or unable to comply with any of the tenns of this Ccntract, City may require a refund of any and all money expected pursuant to this contract by Organization, to well as any remaining unexpended funds, which shall be refunded to City within ten working days of a written request to organization to revert these financial assets. The reversion of these financlal assets shall be in addition to any other remedy available to City either at law or in equity for breach of this contract. E, CONTRACT CLOSE OUT, Organization shall sul lit the contract close cut package to City, !ogethcr with a final expenditure report, for the time period covered by the la,t Invoice requesting reimbursement of funds under this Agreement, within fifteen (15) working days following the close zz of the contract period. Organization shall utilize the form agreed upon by City and Organization. Q f PAGE 3 rJ G t V. EVALUATION Organization agrees to participate In an impien.,nation and maintenance system whereby the services can be continuously monitored. Organization agrees to make available its financial records for review by City at City's discretio In addition, Organization agrees to provide City the following data and reperts, 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 perform ance/beneSciary reports to be submitted in January, April, July and September, to Include the following data: number of persons served, number of households served, race, income, female I:ead of household, disabilities and other information if requested by City. Organization will provide the above information on beneficiary report form provided by City. D. Organization agrees to submit quarterly financial statements In January, April, July, and September. Each statement shall include cutrenl 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. I F. To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient d(xumentation to provide in detail futi support and justification for each expenditure. Organization agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the scr ices provided and expenditure of funds ider this Agreement for five years. 0. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit of scm ices provided under this Agreement. I VI. p~('TORS' MEE'f1NOS hying the term of this Agreement, Organization shall deliver to City copies of all notices of meet ngs of its board of Directors, setting forth the time and place then of. Such notice shall be i~ deli vcred to City in a timely manner to give adequate notice, and shall include an agenda and & brief ~Y o description of the matters to be discussed. Organization understands and agrees that Cit,v's representatives shall be afforded access to all meetings of its Board of Directors. PAGE 4 r I , i / I Minutes of al I meetings of Organization's governing body shall be available to City within ten (10) working days of approval. VII. SUSPENSION OR TERMINATION A. The City may terminate this Agreement for cause if the Organization viclates any covenants, agreements, or guarantees of this Agreement, the Organization 's insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. B. The City may terminate this Agreement for convenience at anytime. If this Agreement Is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination, in .u event will this compensation exceed an amount which bean the same ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in %Titing, 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, Vlll. LQUAL OPPORTUNITY AND COMPLIANCE, WITH LAWS A. Organization will submit for City approval, a written plan for compliance with the Equal lirnploymcnt and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective dale of this Agrcemr:nt. 13. Organization shall comply with all applicable equal employment opportunity and ufflrmative action laws or regulations. C. Organization will furnish all information and reports requested by City, and will permit i access to its books, records, and accounts for purposes of Investigation to ascertain compliance with local, State and Federal rules and regulations, / 1). In the event of Organization's non-compliance with the non-diacriminhdon requlrements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City. PAGE 5 I c IX. WARRANTIF, OROANIZATIO14 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, 11, Any supporting financial statements h-retofore 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 sold data, there has been no material change, adverse or otherwise, In the financial condition of Organization, C. No litigation nr legal proceedings are presently pending or threatened against Organizatwn. 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 hrs the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statemens 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. 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. , 13. Organization may not make transfers between or among approved line-Items, within rr n budget categories set forth in Exhibit B without prior written approval of the Community Development Administrator 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 PAGE 6 r 1 tI III 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. U;ganiration will submit revised budget and program Information, whenever the Icecl of funding for Organlration or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. 13. It is understood and agreed by the parties hereto that changes In the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. City may, from time to time during the term of the Agreement, request changes En Exhibit A whlch may include an increase or decrcme in the amount of Organlyatiods compensation. Such changes shall be incorporated in a written amendment hereto, as provided In Subsection A of this S-ction. F. Any alterations, deletions, or additions to the Contract Budget Detail Incorporated in Exhibit B shall require the prior written upproval of City. 0. Organisation agrees to notify City of any proposed change in physical Iocatie,t for work perlbrmed under this Agreement at ?cast thirty (30) calendar days In advance of the change. li. Organisation 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. tl. INDEMNIFICATION I A. It is expressly understood and agreed by both parties hereto that City Is contracting with Organisation as in Independent contractor and that as such, Organization shall gait and hold City, its officers, agents and employees harmless from all Ilability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exeeptiong, demands, suits or damages of any character whalsoever resulting In whole or in part from the performance or omission of any employee, agent or representative of Organization. 11. Organisation agrees to provide the defense for, and to Indemnify and hold f harmless City Its agents, employees, or contractors from any and all claims, suits, eskaes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use PAGE 7 III t• of these contracted funds and program administration and Implementation except to the extent caused by the willfsl act or omission of City, Its agents or employees, XII, jN,~URANCg A, Organisation shall observe sound business rracdces 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, the employees conducting these activities, shall be covered by premise liability Insurance, commonly referred to as "Owmert7enant" covctage with City named as an additional Insured. Upon request of Organization, City may, at its sole discretion, approve alternate Instuancr , average arrangements. 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. U. Organisation will maintain adequate and contincoas liability insurance on all vehicles owned, leased, or operated by Organization. All emplo)c:s of Organization who tae 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 organisation's files. F. Actual losses are 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 Organisation be notified in writing of tiny cancellation or change In the policy at least thirty (30) days prior to such change or cancellation, XI IL CONFLICT OF INTE FST 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 a•7ft with the performance of services required to be performed under this Agreement. Organisation 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. 13. Organlzation further covenants that no member of its governing body or Its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire !or private gain for himselt'hem1f, or others; particularly those with which he/she has family, business, or other ties. PAGE 8 r ~ e e i C. No officer, member, or employee of Ciy 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, pcrtncrshlp, 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. X1V. NEPOTISM Organization shall not employ in any paid capacity any person who Is a member of the immediate family of any person who Is currently employed by Organization, or is a member of Organization's governing board. The term "member of Immediate family" Includes; wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, nlece, 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 sha,l be deemed to have been delivered, whether.tctually received or not, when deposited in the United States mail, postage prepaid, rtgis'ered or cerdried, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses; CITY ORGANIZATION City of Dcnton, Texas Director , Attn:City Manager IlelpNETofthe Greater Denton Area, IN. 2131'". Sic Kinney 33111-3 3 North Denton, TX 76201 Denton, Texas 76207 Lithcr party may change its mailing address by sending nonce of change of address w the other at the above address by certified mail, return receipt requested. XVI. MISCELLANEOUS A. Organisation shall not transfer, pledge or otherwise assign this AgreemL-nf of any interest thcrcln, or any clalm arising thereunder to any party or partles, bank, !rust company or other financial institution without the prior written approval of City, PAGE 9 i i ~ I o . I B. If any provision of ills Agreement is held to be invalid, illegal, or unenforceable, the remdlning provislons shall rema!n in full force and effect and continue to conform to the original intent of both parties hereto. I C. In no event shall any payment to Organization hereunder, or any other actor failure of City to insist in any one or more 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 Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or ag.,nt of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement betweer, the parties hereto, and any prior agreement, assertion, statement, understanding, or otlivr commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless property executed in writing, and if appropriate, recorded as an amendment of this Agreement. B. In +lie 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 NUD for matters of compliance, will have the final authority to render or to secure an Interpretation. f P. This .Agreement shot l 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 Donlon County, Texas. IN WITNESS F, th Jictdo hereby affix their signatures and enter into this Agreement as of the day ofj%-f'11999. t PAGE 10 CITY OF DENTON, TEXAS BY. JACK 15 ~R, MAYOR ATTEST; JENNIFER WALTERS, CITY SECRETARY BY. 6w i i I r 1. i PAGE 11 1 i t Ih G I APPROVED AS TO LEGAL CORM; HERBERT PROUTY, CITY ATTORNEY BY: r 7 HeIpNET of the Oreutet Denton Area Inc. BY:1r DIRECTOR ATTES BY. / SECRETARY lit r i c U t R City Of Denton - Community Development Division Qualifying Income Limits for Federally Asaisted Programs RY 1999-4004 I CHyofDaanatop-L'(,MmueilyDevebpmeslD loon Qualifying 1ncoM Limits for federally Assisted Pre+rame lY 1!99.9006 Ma>tlmum Income Lwek Famlly Moderals Income Low Income Very Low income E*vm* Low Income Blu 10%-66%AMI /6%-61%AMI 50%-31%An 30%&WowAMI 1 532,600428,501 !26,500.520,351 =20,350.512,201 $12,200 or Below 2 $37,250.630,961 $30,250.523,301 123,300.513,051 =13,950 or Below 3 641,900.53/,051 $3J,050.$26,201 526,200.515,701 516,700 or 9010W 4 546„y4 .637,651 $37,650.529,101 629,100.0,451 511,450 or Below 5 550,3:x-$40,651 $40,850.631,451 $31,460- $18,061 $16040orsebw 8 654,000.543,901 643,000 .533,751 633,750620,251 $20,250 or Oak* 7 657,750.$46,901 $46,900536,101 536,100.521,651 $21,W or B*0 1 661,450649,951 649,950.638,401 536,400-623,051 $23.050 or Blow Source: U,S. Deparlmenl of Housing and Urban Dovelopmenl Oecbre Octobar 1 1999 i r 1 f 0 f I EXHIBIT "A" WORK STATEMENT HELPNET OF THE GREATER DENTON AREA, INC. • Maintain a computer database of client assistance to assist service providers in determining unmet needs and how they can best meet those needs. • Provide a forum for interagency communication through monthly meetings of agency representatives and a bulletin board system, • Provide computer based information and referral system that can be accessed via computer modem or by telephone, a Provide a central application point for providers of emergency financial essistance so that individuals seeking these services may call a central number, prrvide relevant Intake infrrmation, including income status and make arrangements for a appointment with the appropriate service provider, • Coordinate Christmas assistance program for local service providers. i I, c~ I EXH13IT "B" BUDGET HEMET OF THE GREATER DENTON AREA, INC. City of Denton Contract Budget $15,000 Personnel Expenses- Sala, y of Executive Director $15,000 The grant award will be used to support the salary of the Executive Director of NvipNET„ The Executive Director oversees the programmatic operations of the organization on a daily basis among other duties. I j l v i i i I I o~0~,(,000 DL1C~p~~ ~ r 1 s i c ~ 0 Q'a~ 'rt~ `Y ti ♦ 4 O" 1 c c. 1 1999 AGREEMENT BETWEEN THE CITY OF DENTON AND KEEP DENTON BEAUTIFUL, 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, hereinafter referred to as CITY, and Keep Denton Beautiful, Incorporated, P.O. Box 374, Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR, WHEREAS, CITY has adopted a budget which includes an expenditure of funds for Keep Denton Beautiful projects; and WHEREAS, CITY has designeted the Community Improvement Office as the division responsible for the administration of this ,Agreement and all matters pertaining thereto, and WHEREAS, CITY wishes to engage CONTRACTOR to cant' out such projects; NOW, THEREFOU, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance end accomplishment of the conditions hereinafter described. 1. TERM This Agreement shall commence on or as of January 1, 1999 and shall terminate on December 31, ' 1999. It. RESPONSIBILITIES CONTRACTOP. hereby accepts the responsibility for the performance of all services and activities described in the Work Statement attached hereto as Exhibit A, In a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CI'T'Y will conslder CONTRACTOR'S executive officer to be CONTRACTOk's representative responsible for the management of all contractual matters pertaining hereto, unless written no tficadon to the contrary is received from CONTRACTOR, and approved by CITY, The CITY'S Community Improvement Coordinator will be CITY's representative responsible for r! the administration of this Agreement, Ar - a II, CITY'S OBLIGATION A. Llmlt of Liability, CITY shall provide CONTRACTOR the sum of 510,000 to be +x rnt ~.ni~..rb uiio. f►vr[nnr.vxi,w 4p dws}rwtiMV PAGE t y d expended in accordance with the project budget included as a part of Exhibit R. 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 Llabllity. In consideration of full and satisfactory sett r^es and activities hereunder by CONTRACTOR, Cii Y shall make payments to CONTRACTOR i:asoa on the Budge attached hereto and incorporated herein for all purposes as Exhibit B, subject to the limitations and provisions 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, of after the ending data spcctk°cd in Section 1; (b) is not in strict accordance with the terms of this Agreement., including all exhibits attached hereto; (c) is not an allowable cost as defined by Sutton X of this Agreement or the project budget. (2) CITY shall not be liable for any cost or portion there of which Is Incurred with respect to any activity of CONTRACTOR requiring prior written authorization from CITY, or after CfrY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unl,, r, and until CITY advises CONTRACTOR to proceed. (3) CITY shall not be obligated or liable under this Agreement to any parry other chart CONTRACTOR for payment of any monies or provision of any good, or services. IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS CONTRACTOR shall comply with all applicable federal lIt*4 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 of taken, to enter into this Agreement, B. The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorised by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR W ro validly and Iegally bhtd .NI.fII VIY.I NitF'ItlLd a.MW('wY~W.I I...rq RY lm'NM PAOE2 c 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 s dispute as to the legal authority of either CONTRACTOR Permanently the person sigii:;ig 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 t his Agreement will in no way be substituted for funds and resources from other sources, nor in any way a -rye to reduce the resources, services, or oth..-r benefits which would have been available to, or provided through, CONTRACTOR had this Agreement not been executed. W. PERFORMANCE BY CONTRACTOR RACTOR provid and set out inOtheTWORK TATEMEN Te, oversee, attached hereto and ,incorpor~ated out all of the herein for all denies and service an purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and Inco deemed by both parties to be necessary and sufficient payment for full and sset sfac on for all purposes and program, as d:lermined soicly by CITY and In accordance with all other terms, provisions of the requirements of this Agreement, ,provisions and No modifications or alterations may be m.sde in the Work Staler.: nt without the prior written approval of the City's Community Improvement CooMinator, VII. , PAYMENTS TO COWRAL`TOR A. Payments to Contractor, The CITY shall pay to the CONTRACTOR the sum of $10,0W for services rendcrcd under this Agreement with payment being due on January 1, IM. 9. Disallowed Costs, Upon termination of the Agreement, should any expense or char- fot 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 disallowed. Disallowed salaries or wages must be returned to CITY in the following formal: (1) A cashier's check for the net aggregate amount payable to the City of Denton; (2) A listing s',ov, Ing the Social Security number, full name, last known complete address and the amount ou W to each person involved. , N t'll , Ix I NA41I.M 11. IMrt.4'C~~Y • IA A.., t%wA ■,nIN PAGE3 r . 4 E, I Refunds of disallowed costs may not be made from these or any other funds received from or through CITY. YIIi. WARRANTIES CONTRACTOR represents and warrants that A. All information, reports and data heretofore or hereafter requested by CITY and fiwilahed to CITY, are complete and accurate as of the date shown on the Information, data, or report, arid, since that date, have not undergone any sign! ficanl chmge without written notice to CITY. H. Any supporting financial state rents heretofore requested by CITY and famished 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 sold date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR. C No litigation or legal proceedings are presnttly pending or threatened against C6%'TkACiOR. I D. None of the provisions herein contravenes or Is In conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR, E. CONTRACTOR has the power to enter Into this /agreement and accept payment hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agrecmcut. F. None of the assets of CONTRACTOR Is subject to any lien or encumbrance of any character, except foe currant taxes not delinquent except as shown In the financial statements famished by CONTRACTOR 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, IX COVENANTS A. During the period of this agn:ment, the CONTRACTOR shall not, without the prior ire written consent of the Community improvement Coordinate, or her authorized representative; Q (I) Mortgage, pledge, or otherwise enclunber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereals acquired by 14 or permit say preexistins mortgages, liens, or other encumbrances to remain on, or attached to, any AWN of '0 LM ra, ltn d <.i.Y w 1-to tMw MII,r PAGE 4 U u , K, CONTRACTOR which are allocated to the performance 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) Sall, convey, or leaso 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 guarantor, surety, or accommodation endorser. (S) 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. 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 B. XI. AIAINTFNANCE OF RECORDS A. CONCRACTOR agrees to maintain records that will provide accurate, curromt, separate, and complcto disclosure of the status of the funds received under this Agreement, in compliance with the provisions of Exhibit 13, attached hereto, and with any other applicable Federal and State regulations cstahlishlag standards for financial management. CONTRACTOR', record system shall contain sufficient documt.ntadin to provide in detail full support andjustification for each expenditure. Nothing it. this Section shall be construed to relieve CONTRACTOR of fiscal acee'intability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR shall Include the substance of this provision in all subcontracts. D. CONTRACTOR agrees to retain all books, records, documents, reports, and w»; ten accounting policies and procedures pertaining to the operation of programs and expen"a,ares of funw under this Agreement for a period of five (S) years, I 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 scn ices provided under this Agreement. p ~Alr; rs D. At any rca4onabte time and as often as CilY may deem necessary, the CONTRACTOR l shall make available to CITY all of its records and shall permit CITY to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoi,,ss, materials, payrolls, records of personnel, conditions or employment and all other dale requested by said representatives. rNtui ~ixirAMltna A.wwwrrrrrt iwl,q la,e,k~iNti PAGES , G P e xul. REPORTS AND INFOILNATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters r*vered by this Agrcc,ncnt. 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. i MONITORING AND EVALVA TION A. CITY shall perform omite monitoring of CONTRACTOR's perfotmwice under this Agreement. B. CONT?.ACTOR agrees that CITY may carry out monitor'utg sad evaluation activities to oiksure adherence by CONTRACTOR to the Work Statement, artd Propram Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Agreement. C. CONTRACTOR agreea to cooperate fully with CITY In the development, implementation and mainicnance of recordkeering systems ani tv provide data determined by CITY to he nocessary for CI1 Y to effecti• ply fulf.ll its monitoring and evaluation responsibilities, D. CONtRACTOR agrees to cooperate in such a way so u not to obstruct or delay CITY in such monilohnir and to designate one of ita staff to coordinate the mo itoring process as requosted by ' CHY staff. E. Alter each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findi,, gs. F. CONTRACTOR shall submit copies of any fiscal, mrnagoment, or audit reports by any of C'ON'I RACTOR's funding or regulatory bodies to CITY within ten (10) working days of receipt by CONTRACTOR, XV. DIRECTORS' NILETING9 During the term of this Agrecnlent, CONTRACTOR shall cease to be delivcxcd to CITY ooples rr1 . of all notices of meetings of its board of Directors, setting forth the time and place thewt. Such nonce g r \ r, shall he dclivercd to CITY in a timely manner to give adequate notice, and shall Include an agenda Ind l brief Mtription of 'he matters to be discussed. CONTRACTOR understands and Wm that CITY represcrntativcs shall be afforded access to ell of the Board of Diroctot ' meetings. .NIiII MIMMA}IIII.w w.Y .awl' Aq INw~►MIMM PAGE6 n II I i t ~I I Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within thirty (30) working days of approval. XVI. INSURANCE I A. CONTRACTOR shall observe sound business prectices with respect to providing such bonding and insurance ns womid provide adequate coverage for services ofTered under this Agreement. 8, The premises on and la which the activities deserii.,ed in Exhibit A ere conducted, and the employees conducting these activities, shall be covered by premise Jabllity 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 arrangements. C. CONTRACTOR 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. 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 cu.7ent basis In CONTRACfOR'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 conrain a clause which requires that City and Contractor be notified in writing of any cwwcllali in or change in the policy C least thirty (30) days prior to such change or cancellation. XVI1. EQUAL OPPORTUNITY A. CONTRACTOR shall submit for CITY's approval, a written plan for compliance with the Equal Cmployvncnt and Affirmative Action Federal pivvisions, within thirty (30) days of the effective date ofthi3Agreement. Ii. CONTRACTOR shall f cornPIY with all Applicable equal employment opportunity and affirmative onion laws Ir regulations. J C, CONTRACTOR will fwnlsh all Information and reports requested by the CITY, &W will 1 permit access to its books, records, and accounts for purposes of Investigation to ascertain twmplianel vM ~ N Yell i w..aes~m tr s...m r.:nr n iw.llm orr YrMY r PAGE 7 i r i, A with local, state and Federal rules and regulations. D. to 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. XVI11. PERSONNEL. 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, procedures, and practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel; and 0. Be in writing and shall be approved by U..- governing body of CONTRACTOR and by representatives of the CITY. X1X. 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 covenamta that In the performance of this Agreement, no person having such interest shall be employed or appoinied as a ' member of its governing body, B. CONTRAC fOR further covenants that no member of its governing body or its Neff, 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 hams►lf, or others, particularly those with Hhich be has family, business, or other tics. C. No officer, member, or employee of CITY at ! no membet 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 in,crest in any corporation, partnrrohip, or association In which he has direct or indirect interest; or (2) have any In!erest, direct or indirect, in this Agreement or the proceeds thereof. XX. I ~ 0( A~', ` 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 INIrN ~rN.11aA},I I~Iltbwm.nl r.•~~~NI I.n 4n, n~+4rNMY PAGE 8 u I ! c I CONTRACTOR's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, w cle, nephew, niece, step-parent, step-child, half-brother and hair-sister. I XX 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 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 uo 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 t* at to promote In any manner any sectarian or religious facility or activity. XXI1. CHANCES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both panics, except when the terms of this Agreement expressly provide that another method shat l be used. B, CONTRACTOR may not make transfers between or among approved line-items wi+hin budgct categories set forth iii Exhibit B without prlor written approval of CITY. CONTRACTOR sill request, In writing, the budget revision in a form prescribed by CITY, and such request for revision shell not Increase the total moretary obligation of CITY under this Agreement. In addition, budget revisions 1 cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. CONIRAC'TOR will submit revised budget and program Infotmcion, whenever the ievel of funding for CONTRACTOR or the progrant(s) described herein Is altered according to the total levels contained in any portion of Exhibit B. I D. It Is understood and agreed by the patties hereto that changes In the State, Federal or local laws or regulations pursrmit hereto may occur during the tenn of this Agreement. Any such modifications are to be automatically incorporated Into this Agreement without written amendment hetclo, and shall become a pan of the Agreement on the effeflive date specified by the law or regulation, i~ E. !115' may, from time to time during the term of the Agreement, request changes In Pxhibit A which may Inck-do an Increase or decrease In the amount of CONTRACTOR'S compensatlon. { Such changes shall be In,orporaied in a written amendment hereto, as provided in Subsection A of this Section, f X I I II. I IH I w/X ~,1 DUI M IfU,nti 1'„,~ M II IM11 T bMIIN M PAGE 9 a V F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated In Exhibit B shall require the prior written approva, of CITY. O. 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 perfomtance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. XXV. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights It may otherwise have, may, at its dixretion, and upon tcn (10) working days written notice to CONTRACTOR, esquire the CONTRACTOR to refund unused funds. Such notice may be given personally and by certified mail to th9 Executive Officer and the Chairman of the Board of Directors of CONTRACTOR. The notice shall set for+h the de fault 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, CON MACTOR 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 compliance, the provislons of Section XXVI. may be effectuated, XXV1. TERb1INATION A. CITY may terminate this Agreement with cause for any of the following reasons; (1) CONTRACTOR'S failure to attain compliance during any presen'bad period of suspension as provided in Section XXV. (2) CONTRACTOR's violation of covenants, agreements or guarontees of this Agreement, (3) Finding by CITY that CONTRACTOR: 4 N{IN. Nh IM,ib IUI Uw(w~Y• 1" liww■~im& PACE 10 r ~ I { (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement, l (b) has allocated inventory to this Agreement substantially exceeding reasonable requirements; (c) is delinquent 1,m payment of taxes, or of costs of performance of this Agreement in the ordinary course of business. (4) Appointment of a trustcc, receiver or liquidator for All or substantial part of CONTRACTOR's properly, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR. (S) CONTRACTOR's inability to conform to cbangrs required by Federal, State and local laws or regulations as provided in Section IV of this Agreement. (6) The commission of an act of bankruptcy, (7) CONTRACTOR's violation of any l-v 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 ciTcctive date of termination. Simultaneous notice of pending termination maybe made to other funding sources spceificd In Exhibit B. B. CITY may terminate this Agreement for convenience at any time upon providing CONT'RAC" TOR thirty (30) days written notik-~ of termination, C. CONTRACTOR may tcrminme this Agreement in whole or in part by written notice to CIT Y, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder. CON7 RACTOR may opt, within the limitations of this Agrerntent, 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 heroin or as defined In a contract between CONTRACTOR and the funding source In question, CONTRACTOR may lenninate 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 whiclm relate to the performance of this Agreement. Ar n CITY shall not be liable to CONTRACTOR or CONTRACTOR'S creditom for any txpenses, encumbrances or obligations whatsoever Incurred after the termination date, E, Notwithslanding any exercise by CITY of its tight of suspension or terminallon, <,iini nxi+•r+niixern.,,,r,.«..w p~,i., f~•n. M,wiM PAGE I I t; I I I `I CONTRACTOR shall i, i be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR, and CITY ma; withhold &ny reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined, XXVII. NOWICATION 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 alter 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) sgainst whom soh claim is being made or threatened. Such written notice shall be delivered either personally or by certified mail. XXVI 11. 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 onicm, 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 whalsoevcr resulting in whole or in part from the performance or omission of any employee, agent or representative of CONT RACTOR. B. CONTRACTOR agrees to provide the defense for, and to Indemnify and hold hsrmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, uttomcys revs, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the wilful act or omission of CITY, its agents, employees, or contractors. XXIX. AIISCEI,I,ANEOUS A• CONTRACTOR 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. 1f any provision or this Agreement Is held to be invalid, illegal, or unenforceable, the { n remaining provisions shall remain in full force and erfect and continue to conform to the original inteni of both parties hereto. eMIfN NNi~~,f MpI1N II„Mwxwianh~~y iwlr„M~►~n~ty '1. PACE 12 I 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 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 ,nanner impair or prejudice any right, power, privilege, or rernody available to CITY to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically praserved. No representative or agent of CITY may waive the effect of this provision. l D. nis Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the partie: 2,ereto, and any prior agreement, assertion, statement, understanding or other commitment anteceded to this Agreemem, whether written or oral, shall have no forte or effect whatsoever, nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force a 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 o' this Agreement or its governing tutee, codes, laws, onlinames or regulations, CITY will have the final authority to render or to tam an inte-,pretatiom F. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made If sent postage paid to the parties and address set forth below, TO CITY: TO CONTRACTOR: City Manager President City of Denton Keep Denton BeautiM, Inc. 215 F. McKinney St. P. 0. Box 374 Denton,'rexas 76201 Denton, Texas 76102 0. This Agreement shall be interpreted In accordance oath the laws of the Slate of Texas and venue orany litigation concerning this Agreement shall be in a court of competent Jurrediction sitting in Denton County, Texas, IN WITNESS F MUCH this Agreement has been executed on this the Lv'day of CITY OF DENTON r BY: M! AEL ,JEt AOER t1l LM rn[rlwaM ltlla tler[tirrMi~w ll~dr le~tiNM .'A0813 u A ATTEST: JENNIF'?R WALTERS, CITY SECRETARY i BY: APPROVED AS TO LEGAL FORM; HERBERT L. PROUTY, CITY ATTORNEY BY: -le 0 A' I KEEP DENTON BEAUTIFUL, INC, i BY: Q.~ ALICE GORE, PRESIDENT ATTEST: 1i 1 1 BOARD VIP~y VICE-PRES [DENT PAC 14 EXHIBIT "A" Keep Denton Beautiful Work Statement The Keep Denton Beautiful Board deve£ops programs and makes recommendations on issues related to the appearance and environment In hcnt.m. The Board iaplements and organizes a number of activities and events including city-wide clean-ups, Adopt-A-Spot, Tree City USA, Denton Redbud Dsys, and scimVeducation projects. Keep Denton Beautifel is a cerlifled city in the Keep America Beautiful, Inc. national program. In order to maintain cenidest£on, Keep Denton Beautiful mbtnits an annual photometric index (litter karvey) and cosVbenefit analysis. fi' 1 f i EXHIBIT "B" BUDGET Clean up 34,600.00 Education $2,250.00 Public Relations $3,250.00 $10,000.00 I l j ft r.. ~O G , 0 f ~ ~ ~ ~ ~ ~ s~ a e ti~ ~hr ` „DO . D~700i10~~ { l'- r.._.....~,.. ~ ~I t> CONTRACTFOR PROFESSIONAL LEGAL SERVICES STATE OF TEXAS § COUNTYOFDENTON § THIS AGREEMENT, made and entered into this I`Nday of ,1949, by and between LLOYD, GOSSELINK, BLEV INS, RMIELLE, BALCO MN& TO SEND, a Texas Professional Corporation (hereinafter referred to as "CONSULTANT"), u7 Lambeth Townsend, Shareholder, having full authorityto execute this Agreementon behalfof the firm, l I I Congress Avenue, Suite 1800, Austin, Texas 78701; and the CITY OF DENTON, a Texas Municipal Corporation, 215 Fsst McKinney, Denton, Texas 7'201 (hereinafter referred to as "CITY"), with Michael W. L!z, City Manager, having full authority to execute this Agreement on behalf of the City. WITNESSETH WHEREAS, the City deems it necessaryand in the public interest to employ legal counsel to provide specialized professional legal services in the areas of state and local public utility regulatory law with respect to protection of the City's interests vis-a-vis legal advice, support, and representation pertaining to the negotiation of lawful and appropriate electric franchhe ordinances j with the Texas UtilitiesElcctric Company ("TU Electric") andCoServ Electric ("CoServ"); and WHEREAS, the Consultant is willing to perform such services in a professional manner as an independent contractor; and, WI ERF,AS, the City desires to engage the Consultant to render the professional services in connection therewith, and the Consultant is willing to provide such services: NOW, 7IIEREFORE, in consideration of the promises and mutual obligations herein, the j panics hereto do hereby mutually AGREE as follows, to wit: } I, So c n a j nicer; The Consultant shall perform the following services In e professional manner working wi an independent contractor not under the direct supervision and control of the City: A. Services to beprosided: 1. C'onsulUit shall provide legal advice, support and representation respecting the negotiation of lawful and appropriate electric franchise ordinances with TU Flectr'c and C )Sere, including without limitation: reviewing and analyzing draft ordinances prepared by the City Attorney's office, TU Electric am CoServ; ~ A providingcorrmentsaswellas appropriate proposed revIs ions or modif'rcationsto such draft ordinances; advising the City regarding compliance in the area of state and focal lain; auen&ng any meetingsand conferences as requested by the City in relation to this maker; and to consult with and advise the City regarding all pertinent issues retied to this matter. Page t G i 2. To consult with the City Manager, Assistant City Manager for Utilities, the Director of Electric Utilities, the City Attorney, the Assistant City Attorney for Utilities, and other designated administrative personnel or staff regardingany and all aspects of the professional services to be performed, including legal research, analysis, and advice with respect to such matters. This will include coordinating activities With the Assistant City Manager for Utilities, the Director of Electric Utilities, the City Attorney and their staff to efficiently perform the services required and to preserve the Attorney/Clientprivilege, work product, and all other applicable exceptions to the discovery or disclosureof documents produced by the City and the Consultant under the Scopc of Services hereunder. 3. The City and the Consultant agree that the scope of services respecting the engagement, the subject of this Agreement, shall not include any professional legal services incident or related to any litigation between the City and any other party, before any court or before the Public Utilities Commission of Texas. In the event that any litigation should ensue, then the City and the Consultant agree that any litigation servi.es to be rendered by Consultant to the City, shall be the subject of a separate professional services agreement. B. The Consultant shall perform all the services required by tiis Agreement in a timely fashion, and steal I complete same in compliance with schedules established by the City through its Assistant City Manager for Utilities, as appropriate to carry out the terns and conditions of this Agreement. 11. Term; This Agreement shall be effective as of November I, 1998; and shall terminate upon the completion of the professional services provided for herein, or upon the exhaustion of all professional fees provided for her:under, whichever event shall first occur. This Agreement may be. sooner terminated In accordance with the provisions hereof. Time is of the essence of this Agreement, and the Consultant shall make all reasonable efforts to complete the services set fonti herein as expeditiouslyas possible during the term of this Agreement and to meet the schedules established by the City, through its Assistant City Manager for Utilities, or his designee, 1 III, Compensation aad Method of Povtnentt 1 A. The Consultant shall charge the following fees for its professional services provided to the City hereunder, based upon the following hourly billing rates for the attorneys and support staff involved in this matter. ~it& E~~Y K4LS l,amlwth "Townsend, Shareholder $190,00 Clcorgia Crump, Shareholder $180.00 Assoc IateAttomeys S135.00• S 170,00 Paralegals S 65.00 • S 90.00 Consuhant agrees than a I I charges for the legal services hereunder, Inc Iudingexpenses as set forth in Section Ili. C. below, shall not exceed S19,000.00. B. The Consultant shall endeavor to have the attorneys and employees listed in Section Ii1.A, above, reasonably attempt to reduce costs by utiliring other qualified shareholders, Page 2 1 ~ t r associates, and paralegals wherever feasible or possible. The Consultant shall bill the City through the submission of itemized invoices, statements, and other documentation, together with support data indicating the progress of the work and the services performed on the basis of monthly statements, showing hourly rates indicating who performed the work, wl-at type of work was done, and descriptions and/or details of all services rendered, including a daily, and an entry-by-eniryreflection ofbillabletime spenton this engagement, along with specific description and supporting documentation, if available, respecting any reasonable and necessary o„±-of-pocket expenses incurred by Consultant in performing the professional services provided for under this Agreement. Professional fees shall be billed in minimum one-tenth (1! 10) hour increments. j C. Additionally, the City shall either pay directly or reimburse the Consultant, as the case may be, for reasonable and necessary actual out-of-pocket expenses, including but not limited to, long-distance telephone, telecopiet, reproduction, postage, overnight courier, and travel. All copies will be charged at the r31e of ten cents (S.10) per copy for copies made within Consultant's offices, with as much photocopying as possible being done by outside vendors at bulk rates or by the city to reduce costs if bulk copying is necessary or appropriate. The parties agree that the charges for outgoing teiecopies from Consultant shall be S.25 per page and that there will be no charge by Consultant for incoming telecoples. 1). The parties anticipate that invoices or statements for professional services will be generated on a monthly basis and that said invoices or statements wit I be sent to the City by Consultant on or about the I Sth day of each month. The City shall make payment to the Consultant within thirty (30) days alter receipt of an appropriwe itemized invoice or statement. To the extent that any fees or expenses are disputed by the City, the City shall notify Consultant within thirty (30) days after its receipt of the invoice or statement, and shall otherwise pay all undisputed amounts set forth in the invoice or statement within thirty (30) days after its recciptof the imoicc or statement. All reimbursable expenses, including, but not necessarily limited to travel, lodging, and meals, shall be paid at the actual cost, pursuant to the terms, conditions, and limitations set forth herein. All invoices or statements shall be approved by the AssistanlCity Manager for Utilities, or his designee, and by the City Attorney. L it is urderstoodthat the Consultant shall work under the coordination and general supervision of; *,.e Assistant City Managcr for Utilities, or his designse, the Director of Electric Utilities, ?r.1 the City Attorney. F. All notices, invoices, and payment shall be made in writing and may be given by personal delivery or by mail. Notices, invoices, statements, and payments sent by snail shall be addressed respec6cly. to: I lerbert L. Prouty, City Attorney, 215 East McKinney, Denton, Texas 76201; and to l.atnbeth Townsend, LloydlGosselink, 111 Congress Avenue, Suite 1800, Austin. Texas 78701. Wbcn so addressed, the notice, invoice, statement arwor payment shall he decmcd given upon deposit of same in the United States Mail, postage prepaid. In all other instances, notices, invoices, statemer.-t, and/or payments shall be decmcd given at the time of actual delivery. Changes may be made in the names and ' addresses of the responsible Person or office to whom notices, invoices, statements and/or payments are to be sent, provided reasonable notice is given. I~'. ~[ofcss[onrlComjrctcncit A. 'f he Censultantagrces that in the performance of these professional scrvices,Consultant shall Page 3 i 0 be responsible to the level of competency and shall use the same degree of skill and care presently maintained by other practicing professionals performing the same or similar types of work. For the purpose of this Agreement, the key persons who will be performing most of the work hereunder shall be Lambeth Townsend and Georgia Crump, Shareholders. llowever, nothing herein shall limit Consultant from using other qualified and competent members of their firm to perform the services required herein if such delegation is reasonably appropriateand properly proteclsthe City's interests. H. Any agreements, ordinances, notices, instruments, memoranda, reports, letters, and other legal documents prepared or obtained under the terms of this Agreement are instruments of service and the City shall retain ownership and a property interest therein. If this Agreement is terminated at any time for any reason prior to payment to the Consultant for work under this Agreement, all such documents prepared or obtained under the terms of the Agreement shall upon termination be delivered to and tccome the property of the City upon request and withoulrestriction ontheir useorfurther cot t.nsationtotheConsultant. V. Establishment and Maintenance of Records: Full and accurate records shall be maintained by the Consultant at its place of business with respect to all matters covered by this Agreement. Such records shall be maintained for a period of at least three years after receipt of final payment under this Agreement. VI. Audits and Inspection: At any time during normal business hours and upon reasonable notice to the Consultant, there shall be made avai labte to the City all of the Consultant's records with respect to all matters covered by this Agreement. The Consultant shall permit the City to audit, examine, and make excepts or transcripts from such records, and to make audits of contracts, invoices, materials, and other data relating to all mstrers covered by this Agreement. VII, Accomplishment of Project The Consul tantsha:Icommencc,carry on, and complete this professional engagement with all practicable dispatch; in a sound, economical and efficient matter; and, in accordance with the provisions hereof and all applicable laws. In accomplishing the projects, the Consultant shall take such steps as are appropriate to insure that the work involved is properly coordinated with any related work being carried on by the City. VIIh Indemnity and Independent_ContractorRelotionship; A. 'I he Consultant shall perform all ten ices as an independent contractor not tinder the direct supervision and control of the City. Nothing herein shall be construed as creating a rela- tionship of employcr and employee between the parties. The City and Consultant agree to cooperate in the defense of any claims, action, suit, or proceeding of any kind brought by a third party which may result from or directly or indirectly arise from any negligenceand/or crors or omissions on the part of the Consultant or from any breach of the Consultant's obligations under this Agreement. Ir the event of any litigation or claim tinder this Agreement in which Consultant isjoined as a party, Consultantshall provide suitableeounsel to defend City and Consultant against such claim, provided the Consultant shall have the A right to proceed with the competent counsel of its own choosing. The Consultant agrees to defend, indemnify and hold harmless the City and all of its officers, agents, servants, and employees against any and all such claims to the extent of coverage by Consultant's professional liability policy. The Consultant agrees to pay all expenses, including but not limited to attorney's fees, and satisfy all judgments which may be incurred or rendered against the Consultant's professioral liability insurance policy. Nothing herein constitutesa Page 4 u waiver of any rights or cemcdies the City may have to pursue under either law or equi'y, including, without limitation, a cause of action for specific performance or for damages, a loss to the City, resulting from Consultant's negligent errors or omissions, or breach of contract, and all such rights and remedies are expressly reserved. B. Consultant shall maintain and shall be caused to be in force at all times during the term of this Agreement, a legally binding policy of professional liability insurance, listed by Best Rated Carriers, with a rating of "A•" or above, issued by an insurance carrier approved to do business in Texas by the State Insurance Comm', ton. Such coverage shall cover any claim hereunder occasioned by the Consultant's neg;:¢ent peofecs:onal net arkVor error, act, or omission, in an amount not less than 51,000,000 combined single limit coverage per occurrence. In the event of change or cancellation of the policy by the insurer, the Consultant hereby covenants to immediately notify the City in writing thereof; and in such event, the Consultant shall, prior to the effective date of change or cancellation, serve a substitute policy furnishing the same or higher amount of coverage. The Consultant shall provide a copy of such policy to the City through its Assistant City Manager of Utilities simultaneously with the execution of this Agreement. IX. Terminatian of Agreement: A. In connection with the work outlined in this Agreement, it is agreed and fully understood by the Consultant that the City may cancel or indefinitely suspend further work hereunder or terminate this Agreement at any time upon written notice to Consultant, Consultant shall cease all work and labor being performed under this Agreement. Consultant may terminate this Agreement by giving the City fifteen (15) days written notice that Consultant is no longer in a position to continue representing tfe City. Consultant shall invoice the City for all work satisfactorilycompleted and shall be compensated in accordance with the terms of this Agreement. All reports and other documents, or data, or work related to the project shall become the property of the City upon terminationof this Agreement. B. This Agreement may be terminated in whole or in part, in writing, by either party in the event of substantial failure by the other party to fulfill its obligations under this Agreement through no fault of the terminating party. Provided, however, that no such termination may be affected, unless the other party is given [II written notice (delivered by certified mail, return receipt request) of intent to terminate, and not less than thirty (30) calendar days to cure the failure; and. [21 r:n ipportunity for consultation with the terminating party prior to termination. C. Nothing contained herein or elsewhere in this Agreement shall require the City to pay for any work which N unsatisfactory or which is not submitted in compliance with the terms of this Agreement. X. Iter to Dispute RcsolatioW The Consultant agrees that, if necessary, it will use its best efforts to resolve any disputes regarding the Agreement through the use of mediation or i~ other forms of altemate dispute resolution set forth in Chapter 154 of the Texas Civil Practices and Remedies Code (V.A.T.C.S.)• XI. Fria re Agreement This Agreement represents the entire agreement and undcrstandingbctwcen the parties and any negotiations, proposals, or oral agreementsare intended to be integrated herein and to be superseded by this written Agreement. Any supplement or Page S i 1 G a , r . i amendment to this Agreement, in order to be effective shall be in writing and signed by the City r and the Consultant. XII. Compliance with Laws: The Consultant shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or herealler be amended, including but not limited to the Texas Disciplinary Rules of Professional Conduct. X111. Governing Law: For the purpose of determining place of agreement and law governing same, this Agreement is entered into in the City and County of Denton, State of Texas, and shall be construed in accordance with, and governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Agreement shall lie exclusively in a court of compete ntj urisdiction sitting in Denton County, Texas. XIV. Discrimination Prohibited: In performing the services required hereunder, the Consultant shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. XV. Personnel A. Consultant represents that it has or will secure at its own expense all personnel required to perform the services required under this Agreement. Such personnel shall not be employees nor have any contractual relations with the City. Consultant shall inform the City of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement, in accordance with Consultant's responsibilities under the Texas Disciplinary Rules of Professional Conduct. B. All services required hereunder will be performed by the Consultant or under its direct supervision. All personnel engaged in work shall be qualified and shall be licensed, authorized,or permitted under state and local laws to perform such services. XVI. Assignability: I he Consultant shall not assign any interest in this Agreementand shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the City thereto. XVI1. Severabilily: All agreements and covenants contained herein are severable, and in the event any of them, with the exception of those contained in sections headed "Scope of Sen ices", "Independent Contractor Relationship", and "Compensation and Method of Payment" hereof, shall be held to be invalid by any court of competent jurisdiction, this Agreement shall be interpreted as though such invalid agreementsor covenants were not containedherein. XVIII. Responsibilities for Claims and L a ill ^ Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant for the accuracy and competency of its work; nor shall such approval be deemed to be an assumption of ` ~S such responsibility of the city for any defect in any report or other documents prepared by the Consultant, its shareholders, associates, employees, officers, or agents in connection with this engagement. XIX. Modification of Agreement No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly Page b 1 i executed by the party to be charged therewith. No evidence of any waiver or modification stall be x offered or received in evidence in any proceeding arising between the parties hereto out sJ or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid. The parties further agree that the provision- of this article will not be waived as herein set forth. XX. Captions The captions of this Agreement are for Informational purposes only and shall not in anyway affect the substantive terms or conditions of this Agreement. XXI. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the panic a hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns, where permitted by this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement to be executed in four (4) original t')unterparts by an.! through its duly-authorized City Manager, and Consultant has executed this Agreement by nd through Its duly authorized undersigned Shareholder; dated this the _QV_ day of_ ,1999, CITY OF DENTON J 13y: _ Michael . Je ty anager ATTEST: JENNIFER WALTERS, CITY SECRETARY I3y: _ APP OVFD AS TO LEGAL FORM: 11Eki3FRT1,. PROU'rY,CITYAT"rORNF.Y rff1 i a LLOYD, GOSSEL]NK,ROCIIELLE, BLEVINS ROCHELLE,BALDWIN& TOWNSEND,P.C. A Texas Professional Corporation 1ty; [ ambcthTownsc Shareholder r~ A'IlES7: f~~ ; Jlu tiumcnU'enntrwU'1'Tl, IOydCARxIAYSAtkc FwkAlne doe Page 7 c J OAS o~C~~i ~D G Ctrl , ; 4 ' O tr 0 E 4 *49p ~~'~~oooaa~' ~ 0 cr i II 1 STATE OF TEXAS § COUNiYOFDENTON § PROFESSIONAL SERVICES AGREEMENT FOR TELECOMhfUNICATDONSENGINEERING SERVICES "THIS AGREEMENT is made and entered into as of the ZB7A\ day of 304-,1999, by and between the city of Denton, Texas, a Texas Municipal Corporation, with its principal offices at 215 E. McKinney Street, Denton, Texas 76201 (hereafter "OWNER") and Lockard & Wnite,a Texas Corporation, with its offices at 14511 Falling Creek, Suite 507, Houston, Texas 77014 (hereafter "CONS ULTAY C'); the parties acting herein, by and through their eulyauthoritedrepresentativesand officers. WIiNESSETID,that in considerationof the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows: ARTICLE I LMPLOYMENTOF CONSULTANT The OWNER hereby cortracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set forth herein are in connection with the fol lowing described project (the "Project'): Professional telecommunications engineering services performed for Denton '4unicipal Electric and the preparation of a report to DME with respect to and in support of DME's preparatory actions dealing with the competitive leasing of its excess optical fiber capacity. ARTICLE 11 SCOPE OF SERVICES the CONSULTAN F shall perform the following basic services in a prufessional manner: A. T o perform all those services and tasks as set fonh in CONSULTANT's "Revised Proposal To Provide Professional Services To Denton Municipal Electric To Prepare For The Competitive Lease Of Its Optical Fiber Capacity" (the "Revised Proposal'), which is a four (4) page document appended to the letter data; July 20, 1999 from David S. Taylor, Director of [ nginecring of CONSULTANT to Ray D. Wells, Superintendent, DME, a copy of which letter anu' Revised Proposal is attached hereto and incorporated herewith by reference as Attachment"A". It. If there is any conflict N,(%%"n the terms of this Agreement and the Attachment attached to this Agreement. the terms and conditions of this Agreement shall control over the terms and conditions of the Amnchment page Iof 10 c• i r t ARTICLE 111 ADDITIONAL SERVICES Any additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included as basic services in the above-described Scope of Senices, set forth in Article IL above, shall be later agreed-upon by the parties, who shall determine, in writing, the scope of such additional services, the amo+mt of compensation for such additional services, and otheressential terms pcnainingto the provisionof such additionalservicesby theCONSULTANT. ART'1CLFIV PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extension.; approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The parties agree that the project time-flow chart attached as the final page of Attachment"A" constitutesthe initial time plan of the parties for the work to be performed under this Agreement by CONSULTANT, and that its work on the Project should be complete by September 10, 1999. ARTICLE V COMPENSATION A. COMPLNSATIONTERMS: I . "Subcontract Expense" is defined as any expenses incurred by CONSULTANT to the employment of others in outside firms, for services in the nature of professional engineering, or related services. Any subcontractor subconsultant billing reasmably incurred by the CONSULTANT in connection with the Project shall 1•. mvo,ced to OWNER at 1he actual cost. "Direct Non-labor E:xpcnse" is defined as that expense, based upon actual cost, for any out-of-pockctexpense reasonably incurred by the CONSULTANT in the performance of this Agreement for long distance telephone charges, telecopy charges, messenger services, printing and reproduction expenses, out-or-pocket expenses loi purchased computer lime, and similar incidental expenses incurred in connectionwith the Project. PROVIDED HOWEVER, CONSULTANT"s expenses for prudently incurred business travel and living expenses shall be billed at CONSULTANT's cost plus ten (l 09'e) percent. i 11. 11ILLINO AND PAYMENT: For and in consideration of the professional services to N, performed by the CONSULTANT herein, the OWNER agrees to pay CONSULT'AN f, based upon the satisfactory completion of the basic services tasks set forth in the Scope of Services as shown in Article El above; as falluws: Page 2 of 10 ".i tr 1. CONSULTANT shall perform its work on this Project on a "time and expense" basis. CONSULTANT shal I bill from time sheets, in minimum hour increments, at the rate of S 95.00 per billable hour for Senior Engineers, and S $3,00 per billable hour for Junior Engineers, OWNER agrees to pay to CONSULTANT for its services and expenses incurred in the Project an amount riot to exceed $ 24,800.00. The above not to exceed amount takes into account those reasonable expenses of CONSULTANTassociatedwith up to ten (10)days on-siteat OWNER's facilities. Partial payments to the CONSULTANT will be made monthly based on the pcrcent of actual completion of the basic services rendered to and approved by th• OWNER through its Director of Electric Utilities or her designee. However, under no cir:umstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final ten (10°/.) percent of the above fee amount until satisfactory completion ofthe Project by the CONSULTANT. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactoryas reasonably determined by the Directorof Electric Utilities, or her designee, or which is not submitted by CONSUL PANT to the OWNER in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANTwhen the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agrcen.ent which would require additional payments by the OWNER for any charge, expense or reimbursement above the lump sum fees and the maximum not to exceed fees as stated hereinabove, without first having obtained the prior written authorization from the OWNER. CONSULTANT shall not proceed to perform any services to be later provided for under Article 111. "Additional Services" without first obtaining prior written authoriiation from the OWNER. C. AOI)I I IONAL SLRVICES: For additional %cn Ices authorized In writing by the OWNER in Article lit, herclnabove. CONSULTANT shall be paid based on a to-be-agreed-upon Schedule of Charges, Payments for additional services shall be due and payable upon submission by the C'ONSU:,TANT, and shall be in accordance with Article V.B. hereinabovc. Statements for basic services, nd any additiotal services shall be submitted to OWNER no more frequently than twice monthly, on or about the i' and lO days of each month following the execution of this Agreement. U. PAYNIFN1: If the OWNER fails to make payments due the CONSULTANT for services and expenses withinsixty (60)day salicrrccciptoftheCONSULTAN"CS undisputed statement thereof, the k, „ amounts due the CONSULTANT will be i ncreased by the rate of one percent (15o) per month t' from and after the said sixtieth (60th) day, and in addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER, suspend services under this Agreement until the CONSULrAN"r has been paid in f4l for all amounts then due and owing. and not disputed by OWNER, for services, expenses and charges. Provided, Page 3of 10 t~ r/ however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably determines that the CONSULTANF's work is unsatisfactory, in accordance with Article V. B. of this Agreement. ARTICLE Vl OBSERVATIONAND REVIEW OF THE WORK the CONSULTANT "ill exercise i,asonahlc care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any of its subcontractors or subconsultants. ARTICLE VI[ OW'NERSI 11P OF DOCUMENTS All documents prepared or famished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of the OWNER upon rile term;nztion of this Agreement. the ~ C'ONSULI ANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTAN IF are intended only to b< applicable to this project and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses the Agreement to another projector for other purposes than specified herein any of the information or materials developed pursuant to this agreement, CONSULTANT is released from any and all liability relating to their use in that project. AM 'L1. VII INDF.PLNDENfCONFRACIFOR C'ONSI 11, TANF shall provide services to OWNER as an independent contractor, not as an cmplo)ee of the OWNER. CONSULTANT shall not have or claim any right arising from cm ploy cc status. AR"FIC'LH INDFAINI I YAGRLEMENT l the CONSULTAN"I shall indeninif) and save and hold harmless the OWNER and its officials. officers, agents, attome) s and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to co. 1 costs and reasonable attorne) fees incurred by the OW'NEX, and including without limitation lamages for bodily and personal injury, death, or property damage, resulting from the negligent acts or omissions of the CONSI.!I.TANT or its officers, shareholders, agents, attorneys and employees in the execution, orocration.or perforniuiccof this Agmement. r~ 1 , Nothing in (his Agreement shall be con .trued to create a liability to ani person who is not a parry to this Agreement and nothing herein hall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litietation filed by anyone not a party to this Agreement. including the defense of gm emmcntal immunity, which defenses are hereby expressly reserved, M Pavy 4 of t0 r 1 r: I ARTICLE INSURANCE During the performance of the Services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, that has a rating with A. M. pest Rate Carriers of at least an "A-" or above: A. Comprehenshc General Liability Insurance with bodily injury limits of not less than 550000 for each occurrence and not less than 5500,000 in the aggregate, and with property damage limits of not less than S 100,000 for each occurrence and not less than S 100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than S500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100.000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirementsand Employer's Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than S 1,000,000annual aggregate. E. CONSULTANT shall fuinish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as art additional insured on all such policies to the extent legt;li possible, and shall contain a provision that such insuranceshall not be cancelleJor modified without thirty (30) days pilot written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, I prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute policies furnishingat least the samepolicy limitsand coverage to OWNER, AR7ICLEXI ARBIJ RATION AND ALTERNATE DISPIJI E RESOLUTION I he panics may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation. No arbitration or alternate dispute resolution arising out of or relating to, this Agreement involving one party's disagreement may include the other party to the disagreementwithout the other'sapproval. ARTICLEXII TERMINATION OF AGREEMENT A. Notwithstanding Pny other provision of this Agreement, either party may termhtate this Agreement by providing thirty- (30) days advance written notice to the other party. H. This Agreement may be terminated in whole or in part in the event of either party subbtantially failing to fulfill its obligations under this Agreement. No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the Page 5 of 10 c a nonperformance-or other s.ason(s), and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination from OWNER, and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination, The OWNER shall pay CONSULTANT for all services propetly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of temdnation being received by CONSULTANT, in accordance with Article V. of this Agreement. Shjuld the OWNER subsequently contract with a new consultant for I the continuation of services on the Project, CONSULTANT shall cooperate in providing Information to the OWNER and to the new consultant, if applicable, OWNER shall allow CONSULTANT a reasonable time to transition and to turn over the Project to a new consultant. CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination,but may maintain copies of such documents for its files. ARTICLEXII[ RESPONSIBILITYFOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants for the accura.y and competency of their designs or other work performed pursuant to this Agreement; nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prener.-I by the CONS ULTANT, its ofl icers, employees, agents, subcontractors, and subconsultants. t ARTICLEXIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered to; or telecopled to; or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, postage prepaid, certified mail, return receipt requested, unless otherwise specified herein. To CONSULTANT: To O%VNER: Loekard& White City of Denton, Texas David S, Taylor, Directirof Engineering Sharon Mays, Director, DMB 14511 PaliingCrcek,Sui1e507 90 1 -A Texas Street I lousion, Texas 7 7014 Denton, Texas 76201 All notices under this Agreement shall be effective upon their actual receipt by the party to ~ r whom such notice Is given, or three (3) days after mailing of the notice, whicheverevent shall first occur. . I. M. K4 FAA ~ I I" Page 6 of 10 t r l i ARTICLE XV ENTIRE: AGREEMENT This Agreement consisting often (10) pages and one (l) Attachment constitutes the complete and final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreementswhich may have been made in connection with the subject matter of this Agreement. ARTICLEXV SEVE.RA9ILITY If any provision of this Agreement is found or deemed by a court of competent jurisdictionto be invalid or une.iforecable, it shall be considered severable from the remainderof this Agreement, and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original i mentions o I• the parries respecting any such stricken provision. ARTICLEXVI[ COMPLIANCE WITH LAWS 'The CONSULTANT shall comply with all federel, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or s they may hereaM be amended, ARTICLE X711 1 DISCRIMINATION PROMBITED In performing the scnices required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap, ARI'ICLiiXIX PERSONNEL A, CONSUL PANT represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall promptly inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. z l B. All sc:vices required hereunder will be performed by CONSULTANT or under its dirt r supcn ision. All personnel engaged in performing the work provided for in this Agreement, shall I% qualified, and shall be authorized and permitted understate and local laws to perform i such scn ices. 1141...rvn,l »,•++InlMlIFwRI IyIM/MI+k Page ?of 10 1f ( r r i I ARTICEE XX ASSIONAEIILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whcther by assignment, novation or otherwise) without the prior written consent of the OWNER. CONSULTANT shall promptly notify OWNER of any change of its name as well as of any significant change in its corporate structure or in its operations, ARTICLE XXI MODIFICATION No waiver or modificatiortofthis Agreement or of any covenant condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shad be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or migatinns of the parties hereunder, unless such waiver or modification is in writing, duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICL EXXII MISCELLANEOUS A. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment nade by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and 1 shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Artic!e. OWNER shall give CONSULTANT reasonable ad ancenotice ofallintended examina(ionsoraudits. ll. Venue of any suit or cans: of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with the laws Of the SIateOf "Ycxas. C. For purposes of this Agreement, the parties agree that David S, Taylor, Director of Engineering of CONSULTANT ("Taylor') shall serve as the Project Manager of C'ONSULT'ANT, respecting this engagement. This Agreement has been entered into with the understandinb that Taylor shall sere as the CONSULTANT's key person serving the OWNER on the Project, Any proposed changes requested by CONSULTANT, respecting Taylor sc,ving rnv the key Person on the Project, shall be subject to the approval of the O%NLR, which approval the OWNER shall not unreasonably withhold. Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to tr .7 perform the other services req bred herein, under its supervision or control. 1), CONSULTANT shad commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof. In accomplishing the Project, CONSULTANT shall take such steps as are , h. Past $ of 10 I I I c I I f 4 appropriate to ensure that the work involved Is properly coordinated with related work being carried on by the OWNER, E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANTS disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter In or upon, public and private property as required for the CONSULTANTto perform professional services under this Agreement, F. The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS WHEREOF, the City cf Denton, Texas has executed this Agreement in four (4) original counterparts, by and through iL• duly-authorized City Manager; and CONSULTANT has exrcutcd this A eeme t by and through its duly-authorized undersigned officer, on this the day of .1999. "CITY" I CI1'Y OF DENTON, TEXAS I By i A I W im Ci ager Al PEST: JENNIFFR WWALTE'RS,C'I f N' SECRETARY fly: "a APPROVE[) AS TO LEGAL FORM: 1IERBE',RT L. PROUTY,CIIY ATTORNEY 1r ,1 r ` By: I .T« ...»~,woM. Page9oflo j i! t r t.~ "CONSULTANT" LOCKARD & WHITE A Texas Corporation By; 0 Ojrec-t~or Cy~ ej)ygerin9 J i ATTEST, By Secmtary r r i , i _ Page 10 of to _u W.,, ....c 7 c• s f ~ 7alecommunkations LOCKARD ~IZ+E Pro/act Engineering Management ~n July 20, 1999 Mr. Ray D. Wells Superintendent Substations, Communications, Marketing Denton Municipal Electric 901-A Texas Street Denton, Texas 76201 Dear Mr. Wells, Enclosed, please find Lockard & White's revised proposal to provide professional engineering services to Denton Municipal Electric to prepare for the competitive lease of excess optical fiber capacity. Under this proposal, Lockard & White will deliver a report to Denton Municipal Electric that includes the followinS: a A market survey identifying potential "high probability" markets and customers. • A proposed cost based rate structure fr r leasing excess dark fiber. • A proposed market based rate structure for leasing excess dark fiber. a Input for a recommended marketing plan for the excess dark fiber. • A draft change management phut appropriate for the lease of excess dark fiber to the identified markets and customers. Locl,ard & White proposes prosecuting this project on a time and expense basis at the rates listed herein, for a not•lo-exceed fee of $24,800. Lockard & While is prepared to meet the target Septe nber 10, 1999 completion date, should approval to proceed be received by July 23, >999. Lockard & White appreciates the opportunity to submit this proposal and looks forward to working with you and your staff Please call me at 281.586.0574 if you have any questions. I Respectfully, LOCKARD & WHITE f David S. Taylor Director of Engineering I Attachment Eklwirfvri "A'] ENGINEERING SYSTEMS THAT SPEAK FOR THEMSELVES 14511 falling Creek, Suite Sol Houston, Texas 77014 TN: 2811588-0574 Fart: 28415860044 i c rJ i t• III i i I I 1 REVISED PROPOSAL TO PROVIDE PROFESSIONAL SERVICES TO DENTON MUNICIPAL ELECTRIC TO PREPARE FOR THE COMPETITIVE LEASE OF ITS OPTICAL FIBER CAPACITY A. INTRODUCTION Lockard & White, a Houston, Texas based professional engineering fimt specializing in telecommunications, is pleased to provide a proposal to provide professional services to assist Denlon Municipal Electric (DME) in preparing for the competitive lease of its fiber optic nclwork. B. OFFEROR IDENTIFICATION Lockard & While is a Texas Corporation founded in 1984, employing engineers and consultants specializing in telecommunications system design In addition to our Houston office, we cr:.rrently have project offices located in Kansas City, Dallas, Richmond, Virginia, New York, La Crosse, and Austin. Mr. Marcus Lockard, P.E„ Sir. David S. Taylor, and Mr. Charles M. White arc authorized to execute contracts and agreements on behalf of Lockard & White. All individuals can be reached through our Houston office, located at 14511 Falling Creek, Suite 507, Ilouston, Texas 77014. The phone numbers for our Houston office are 281- 586-0574 (voice) and 281.586-0044 (fax). Lockard & % hite is an independent professional engineering firm and neither our firm, nor any of its employees, are affiliated with or have any financial interest in, any manufacturer, distributor, supplier, or other company supplying any type of communications equipment. Furthermore, Lockard & White does not receive or accept rernuncration from any manufacturer, distributor, supplier, or other company for recommending and'or installing any of their products or services. Lockard & White is not a subsidiary of any firm that is affiliated with or in partnership with any manufacturer or sen ice provider. C. PROPOSED APPROACH TO TASKS Lockard & While understands that the cl!ent seeks a consulting firm with extensive experience who will assist them in preparing documents which will allow DME to identify and prepare to address issues related to the sale or lease of fiber optic capacity. z k 77 t L&W understands that the initial effort must be completed no later than September 1, 1999 in order to allow DME to be in a position to enter the marketplace at the earliest possible date. PROPOSED SCOPE OF WORK (SOW) L&W will provide professional consulting services to DME to accomplish the following tasks: A. Document the existing fiber network and identify available capacity and existing route configuration. B. Based on the existing network architecture, identify, potential "high probability" customers for the existing network capacity. C. Prepare a cost based rate structure for leasing DME's existing dark fiber. This rate structure will be based on the cost to construct and operate the network with appropriate rates of return on capital as the basis for the end user rate, D. Prepare a market based rate structure for leasing the dark fiber. This rate structure will be based on a competitive pricing analysis of "other" 8bercarriers in the geographic area. E, Document precedents for the pricing. L&W will provide the basis for the pricing structures recommended based on the established rates of return and competitive capacity of other carriers. K Provide input for a marketing plan to be used to approach "high probability" customers identified in step B above. G. Prepare recommendations for structuring an adequate change management plan. This portion of the report will address the changes in procedures and responsibilities associated with being a telecommunications carrier and will make recommendations as to how to organize, monitor, and operate DME's network. 11. Make recommendations for staffing changes necessary to support "carrier" operations. During the preparation of the study documents, L&W will work with Denton Municipal Electric to review information as it is being developed to insure that the proper format for presentation is being followed. z a y I I S r a c , I i i ~ i I I ESTIMATED COST AND SCHEDULE I I L&W estimates the cost of this effort to be s not-to-exceed fee of $24,800 including expenses. L&W proposes to perform this work on and time and expense basis, billing DM3 from time sheets at the rate of 595.00 per hotu for senior engineers and $85.00 per hour for junior engineers. L&W bills twice each month, on the V and the 16° of the month. This not-to-exceed fee includes expenses associated with up to 10 days on-site at DME facilites, which should be adequate to accomplish the stated scope of work. Unless approved by DME in advance, L&W will not bill for hours or expenses in excess of $24,800, Expenses for business travel and living exxnscs would be billed at out cost plus 10%, L&W understands that this effort is to be completed no later than September 10, 1999 with a target date for a DRAFT report due en or about August 31, 1999. A completion dale of September 10, 1999 is going to be difficult to meet and is contingent upon approval to proceed being issued no later than July 23,1999. j r I r Revised Fiber Marketing Study Denton Municipal Electric Jul 25 'Dg 1 'ga 0 1 S. w 'gg gD In to 6 2 Au Y Tank Wme ~ f 8 T T S M W f 8 7 T S M W F S T T 8 M NY I F 8 T T 6 M Document ERisting Syslem Idenbly Potential Cuetumers Prepare Coal Baled Rate Slruchi» News Market Based Rate Structure Doormenl Pricing Bads Prepo» Input fa Marketing Pldn Prepare Change Management Plan Prepare Stafting Recammer~dalbns Client Reren Revise and Present Report Two: j! Project Conpiele r I 9 Revised Denton Municipal Electric Fiber SbAy Page 1 of 1 Prlntee: f W fr20A0 L Ail, t• 3 1999.2000 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND REACH, INC. This Agreement Is made a.1d entered into by and between the City of Denton, a Texaa muniupal corporation, acting by and through its City Manager, pursuant to ordinance, hereinaf• ter referred to as CITY, and REACH, Inc., 8625 King George Drive, Suite 210, Dallas, Ter:.s 75235, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR. WHEREAS, CITY has received certain fun,Is from the U.S. Department of Housing and Urban Development under Title I of the Housing and Community Developmert Act of 1976, as amended; and &HEREAS, CITY has adopted a budget for such funds and included therein an suthor- ized budget for ex; enditure of funds for REACH, Inc,; and WHEREAS, CITY has designated the Community Development Office as the division responsible 1br the administration of this Agreement and all matters pining thereto; and i WHEREAS, CITY wishes to engage COMI'RACi'OR to carry out such project; NOW. THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplish-td of the conditions hereinafter described, E. TERNI This Agreement shall commence on or as of October I, 1999, and shall terminate o,t September 30, 2000, unless sooner tcrminated in accordance with Section 26 "Termination", 2. RESPONSIBILITIES i CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the Work Statement attached hereto as Exhibit A, and incorporated herein by reference, 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 contractual matters pertaining A hereto, unless written notification to the contrary is received from CONTRACTOR, and ap- proved by CITY. The CITY's Community Develtincnt Administrator will be CIT1'a representative re- sponsible for the administration of this Agreement. G i t. 3. CITY'S OBLIGATION A. Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pur. suaut and in accordance with the project budget attached hereto as exhibit B and Incorporated herein by reference. Notwithstanding any other provision of the Agreement, the total of all pay- ments and other obligations made or Incurred by CITY hereunder shall not exceed the sum of $5,000. B. Measure of Llabilty. 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 ptrposes as Exhibit B, subject to the limitations and provisions set forth in this Section and Section 7 ofthis Agreement. (I) 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 hem determined. CITY may, at its option, either reduce the amount of its liability, as specified in Subsec• tion A of this Section or terminate the Agreement. If CDBG funds eligible for use for r purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under this Agreement. i (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other .nonics or creeitts 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; 1 (b) was incurred prior to the beginning date, or after the ending date spat fled in Section 1; (c ) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; t (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date Is earlier; or (c) is not an allowable cost as defined by Section I I of this Agreement or the project budget, 2 1 r r v C (4) 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 form CITY, or after CITY has mquested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to pro- cccd. (5) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR fcr payment of any monies or provision of any goods or services. l 4. 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 DevetoFment Act of 1974, as amended, In accordance with an approved Grant Application and specific assurances. Accordingly, CONTRACTOR assures and certifles 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 $70. 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 tirther accrues and certifies that if the regulations and issuances prom- ulgated pursuant to the Act sic amended or revised, it shall comply with them, or notify CITY, as 1 provided in Section 14 of this Agreement. CONTRACT0 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 Dcnion. S. 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, B. 'the person or persons signing and executing this Agreement on behalf of CON- TRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this d grcemcnt on behalf of CONTRACTOR and to validly and le- gally bind CON1 RACTOR to all terms, performances and provisions herein set forth. A~ 3 i C r ~ a c, I I I C. CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agrcomcnt if there is a dispute as to the legal authority of eithe. 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 thi3 Agreement for the reasons em:m7ated In this Section. D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no wry 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 exe• c uted. 6. 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 Ill purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and Incorpo• rated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full a,A satisfactory performance of the program, as determined solely by CITY and In ac- cordance with all other terms, provisions and requirements of this Agreement. No modifications or alterations may be made in the Work Statement without the prior %kriuen approval of the City's Community Development Administrator, 7. PAYMENTS TO CONTRACTOR A. Payments to Contractor, The CITY shall pay to the CONTRACTOR a maximum amount of money totaling 55,000 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 mayjeopardize present or future funding. Funds are to be used for the sole p irpose of providing adjustment to disability counseling for Denton residents, 0, F;xcess Psynrent. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at lay time thercallcr determines: (I) has resulted in overpayment to _'ONTRACTOR; or / Ai n (2) has not been spent strictly in accordance with the terms of this Agreement; or i 0 b r i (3) Is not suppur+-d by adequate documentation to fuliyjustity the expenditure, C. Disallowed C'osls/Reversion of Assets. Upon terminated of this Agreement, should any expense or change for which payment has been made be subsequently disallowed or disap- proved as it result of arty auditing or monitoring by CITY, the Department of Housing sad Urban Development, or any other Federal agctrcy, CONTRACTOR will refund such amount to CITY within ten working days of a written notice to CONTRACTOR, which specifies the amount dis- allowed. If CITY rinds that CONTRACTOR is unwilling and/or unable to comply with any of .lie terms of this Contract, CITY may require a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remaining unexpended funds which shall be refunded to CITY within ten working days of a written notice to CONTRACTOR to revert these financial assets. The reversion of these financial assets shall be in a&tion to any other remedy available to CITY either at law or in equity for breach of this Contract. Refunds of disc flowed costs may not he made from these or any funds received from or through CITY. D. Obligation of Funds. In the event that actual expenditure rates deviate from CON- TRACTOR's provision of a corresponding level of performance, rs specified in Exhibit A, CITY her,.-by reserves the right to reappropriate or recapture any such underexpended 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 15 working days following the close of the Agreement period. CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. a. WARRANTIES CONTRACTOR represents and warrants that; A. All information, reports and data heretofore or hereafter requested by CITY and fur- nishcd to CITY, are complete and accurate as of the date shown on the inrormadon, data, or re- port, and, since that date, have not undergone any significant change without written notice to CITY R. Any supporting financial statements heretofore requested by CIT1 and furnished to CITY, are complete, accurate and fairly teflect the financial condition of (,ONTRACTOR on the date shown on said report, and the results of the operation for the period cove-td by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition ofCONTRACTO't S r a I C. No litigation or legal are proceedings presently pending or threatened against CON. TRACTOR. D. None of the provisions herein contravenes or is In conflict with the authority under which CONTRACTOR Is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR. E. CONTRACTOR has the power to enter Into this Agreement and accept payments hereunder, and has taken All necessary action to authorize such act eptarrce 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 tares delinquent, except as shown in the financial statements fur- nished by CONTRACTOR 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. 9. COVENANTS A. During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of the Communuy Development Administrator or her authorized representative I (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 mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder. (2) Sell, assign, pledge, transfer or otherwise dispose of accoonts receivables, notes or claims for money due or to become dut. (3) Sell, convey, or lease all or substantial pan of its assets. t (4) Slake any advance or loan to, or i.icur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser, (S) Sell, donate, loan or transfer any equipment or item of personal property par• chased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such trans- fer, ~ s , A1r'I \ B. Should CONTRACTOR use funds received under this Agreement to acquire or im. prove real property under CONTRACTOR'S control, CONTRACTOR agrees and covtnants; 6 r i . I l (1) That the property shall be used to meet one of the national objectives s, sted 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 this property less any portion of the value attributable to expenditures of non-CDBO funds for acquisition of, or improvement to, the property. C. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsorrd by the Community Development Office. 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly and speciflcally 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 authOriauion is re- quircd in order for the following to be considered allowable costs: } (1) Encumbrances or expenditures during any one month period which exceeds one-fifth (115) of the total budget as specified In Exhibit B. (2) CITY shall not be obligated to any third patties, 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 tho facilities on and In which the activities specified in Exhibit A are conducted. (5) Any alterations, deletions or additionb 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. r r A 7 r FJ C~ i I / I Written requests for prior approval are CONTRACTOR's responsibility 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 serv• ices, equipment, or real or personal property. Any procurement or purchase which may be sp- proved under the terms of this Agreement must be conducted in its entirety In accordance with the provisions of this Agreement. 11, PROGRAM INCOME A. For purposes of this Agreement, program income means earnings of CONTRACTOR realized from activities resulting from this Agreement or from CONTRACTOR's management of funding provided or received hereunder. Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, Income produced from contract-supported services of individuals or employees or from the use or sale of equipment or facilities of CONTRACTOR provided as a res- L of this Agreement, and payments from clients or third parries for services rendered by CONTRACTOR under this Agreement, B, CONTRACTOR shall maintain records of the receipt and disposition of program in- come in the same manner as required for other contract funds, and reported to CITY in the for. mat 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 srrviee 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 im olve other income-producing services or activities, D, It is CONTRACTOR'S responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly from this Agreement, or the performance thereof, constitutes program income. CONTRACTOR is responsible to CITY for the repayment of at,y and all amounts determined by CITY to be program income, unless otherwise approved In H riling by CITY, 12. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, sepa- rate, and complete disclosure of the status of the funds received under this Agreement, in com- pliance with the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for cavh expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of "A -D fiscal accountability and liability under any other provision of this Agreement of any applicable fr'~ law. CONTRACTOR shall include the substance of this provision in all aubeontracU, g i f 13. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the oµ,ration of programs and expenditures of funds under this Agreement for five years. C. Nothing In the above subsections shall be construed to relieve CONTRACTOR of re- sponsibility 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 CONTRAC- TOR 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, exam- ine, 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. I j. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matter covered by this Agreement CONTRACTOR shall submit quarterly beneficlary and financial reports to CITY no less than once each three months. The beneficiary report shall detail client Information, including race, income, female head of household and other statistics required by CITY, The financial re- port shall include Information and data relative to all programmatic and financial reporting as of the beginning date speci Pied in Section 1 of this Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an audit conducted by independent examiner, within ten days after receipt of such. 14. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTRACTOR's performances under this Agreement D. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objec- tives, 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, Imnlemen- A9 Cation 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 responsibilities. 9 C r t r D. CONTRACTOR agrees to cooperate in such a way so as not to obswirt or delay CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff. E. ARer each official monitoring visit, CITY shall provide CONTRACTOR with a writ- ten 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 working days of re ccipl by CONTRACTOR. 15. DIRECTORS' MEETINGS During the terms 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 description of the matters to be discussed. CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings. Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten working days of approval. 16. INSURANCE A. CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for se,vices 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 insumee, com• nionly referred to as "Owner Tenant" coverage with CITY named as an additional insured. Upon request or CONTRACTOR, CITY may, at its sole discretion, approve alternate Insurance cover- j uge arrangements. t C. CONTRACTOR will comply with applicable workers' compensation statues and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicabic. D. CONTRACTOR will maintain adequate and continuous liability Insurance on all ve• hicles owned, [eased 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 10 s Wall 1 r I I r 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 tun-nt 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 of change In the policy at least 30 days prior to such change or cancellation. 17. 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 30 days of the effec- live dale of this Agreement, B. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. C. CONTRACTOR will fumish all information and reports requested 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 non-discrimination re• quiremcnts, CITY may cancel or terminate the Agreement in whole or In part, and CONTRAC- TOR may be b^rred from further contracts with CITY, g. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for ex• amination. Such personnel policies shall: A. Be no more liberal than CITY's personnel policies, procedures, and practices, Includ- ing politics with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, varalion and sick leave privileges, and travel; and B, Be in writing and shall be approved by the governing body of CONTRACTOR and by Cif Y. it f. rj r s 19. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body pres- ently 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 em- ployed or appointed as a member of its governing body, D, CONTRACTOR further covenants that no member of its governing body or its staff, i 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, par- ticularly those with which he has family, business, or other tied, j 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 af- fects is 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 tha proceeds thercol 10. NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family or any person who is currently employed by CONTRACTOR, or is a member of CONTRAC'rows governing board. The form "member of Immediate family" in- cludes: wire, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, stepchild, half-brother and half-sister, 31, POLITICAL OR SECTARIAN ACTIVITY A. None of the performance tendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or Indirectly, for any politi• cal activity (including, but not limited to, an activity to further the election or defeat of any can- didate rot public orlicc) or any activity undertaken to Influence the passage, defeat or final con. tent of legislation. 13, None of the performance rendered hereunder shall involve, and no portic a 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 A r) manner any sectarian or religious facility or activity, 12 t a 11 t M 22. PUBLICITY A, Where such action is appropriate, CONTRACTOR shall publicize the activities con• ducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, the advertising medium shall state that the U.S. Department of }lousing and Urban Devel- opment's Community Development Block Grant Program funding through the City of Denton has made the project possible. B. All published material and written reports submitted under this project must be odgf• naliy developed material unless otherwise specifically provided in this Agreement. When mate- rial not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote. This provision is applicable when the material is In a verbatim or extensive paraphrase format. All published material submitted under this project shall include the following reference on the front cover or title page, This document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the United States De- parimcnt of Housing and Urban Development, C. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, sal content of Y p F~ basic proposal, or contracts and any resionses Inquiries, CorreaPon• dcnce and related material submitted by CONTRACTOR shall become the property of CITY upon receipt. 23. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or sub- mitting any application for funding in accordance with the following ptocedurest 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. Upvn 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) con- Ireclcd hereunder. Such notice shall be submitted !o CITY, In writing, within ten working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement. 13 G ca C. CONTRACTOR shall not use funds provided hereunder, whether directly or ?ndi. rcctly, as a contribution, or to prepare applications to obtain any fedctil or private funds under any federal or private program without the prior written consent of CITY. 24. CHANCES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreemen! 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 set forth in Exhibit B without prior written approval of CITY. CON. TRACTOR 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 Agree- menl. In addition, budget rexisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. CONTRACTOR will submit revised budget and program information, whenever the level of funding for CONTRACTOR or the program(s) described herein Is tittered according to the total levels contained in any portion of Exhibit B. I D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hcrclo may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amend- mcnt hereto, anr4 shall become a pare of the Agreement on the effective date specified by the law or regulation, E. CITY may, from time to time during the tern of the Agreement, request changes In Exhibit A which may include an increase or decreased in the amount of CONTRACTOR's com- pensation. Such changes shall be incorporated in a wH(Icn amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletion, or additions to the Contract Budget Detail Incorporated in Exhibit S shall require the prior written approval of CITY. 0. CONTRACTOR agrees to notify CITY of any proposed change in physical location for work perform-d under this Agreement at least 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 pa•rat• r~- led. 14 9' FJ tr r~ i 25. SUSPENSION OF FUNDING Upon determination by CITY or CONTRACTOR's failure to timely and properly per. form each of the requirements, time conditions and duties provided herein, CITY, without limit- ing any rights it may otherwise have, may, at its discretion, and upon ten working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR. Such notice may be given by mru to the Executive Officer and the Board of Directors of CONTRACTOR. The no- tice 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 appro;+riate to accomplish corrective action, but in no event shall it exceed 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 com- pliance, the provisions of Section 26 may be effectuated. 26. TERMINATION A, CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not speci fically enumerated in thie paragraph: (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section 25. (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement. (3) Termination or reduction or funding by the United States Department of Housing and Urban Development, (4) Finding by CITY that CONTRACTOR: (a) is in such unsatisfactory financial condition as to endanger perform- ance under this Agreement; (b) has allocated inventory to this Agreement substantially exceeding rea. sonable requirements; (c ) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business.,` , 13 r 6 I (S) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institution 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 4, and Section 24(U), of this Agree- ment. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRAC- TOR 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 source specified in Exhibit B. B. CITY may terminate this Agreement for convenience at any time. Uthis Agre tmcnt Is terminated by CITY for convenience, CONTRACTOR will be paid an amount not to exceed the total of accrued expenditures as of the effective dale of termination. In no event will this com- pensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services orCONTRACTOR covered by the Agreement, Ion payments previously made. C. CONTRACTOR may terminate this Agreement in whole or in pail by written notice to CIT 1', 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 de- lined in a contract between CONTRACTOR and the funding source In question, CONTRACTOR may terminate this Agreement upon the dissolution of CONTRAC- TOR's organization not occasioned by a breach of this Agreement. D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or other- wise 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 1 termination date listed on the notice to terminate referred to in this paragraph. E. Notwithstanding any exercise by CITY of its right of uspension or termination, CONTRACTOR shall not be relieved of liability to CITY for dam See sustained by CITY by A.r virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any ream- burscment to CONTRACTOR until such time as the exact amount of damages due to CITY from C'ON TRACTOR is agreed upon or otherwise determined I6 I i i i c. i I I 1 27. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action Is made or brought by any per. firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two working days after being notified of such claim, de- mand, suit or other action. Such notice shall state the date and hour of notification of any such claim, demand, st it or other action; the names and addresses of the person(s), firm, corporation or other entity mAing such claim, or that instituted or threatened to institute any type of action or proceeding; the basis of such claim, action or proceeding; and the name of any person(a) against whom such claim is being made or threatened. Such written notice shall be delivered ei• thcr person,liy or by mail. 28. INDEMNIFICATION A. It Is expressly understood and agreed by both parties hereto that CITY Is con- tracting with CONTRACTOR as an Independent contractor and that as such, CON- TRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costa and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting In whole or In part from the performance or omission of any employee, agent or represen- lative of CONTRACTOR. B. CONTRACTOR agrees to provide the defense for, and to Indemnify and hold harmless CITY Its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful net or omission of CITY, Its agents, employees, or confrac• lots. 1 !9. 1 MISCELLANEOUS A. CONTRACTOR shall not transfer, pledge or otherwise si, ign this Agreement or any interest Ihercin, or any claim arising thereunder, to any party or parties, bank, Uust company or other financial institution without the prior written approval of CITY. D. 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. t o C. In no even) shall any payment to CONTRACTOR hereunder, or any other act or fail- jr ure of CITY to insist in any one or more instances upon the terms and conditions of this Agree- 17 I I I c f I merit 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 rem- edy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or reme- dies 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, un- dcrstanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever; nor shall an agreement, assertion, statement, understanding, 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 appropriate, re- corded as an amendment of this Agreement. E. In the event any disagreement or dispute should arise between the parties hereto per. taining to the interpretation or meaning of any part of this Agreement or its go-,erning rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of compliance, will have the final authority to render or to secure an Interpretation. F. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made i f sent postage pa,'d to the parties and address set forth below; TO CITY; TO CONTRACTOR; City Manager Director City of Denton REACH, Inc. 215 E. McKinney St, 8625 king Oeorge Drive, Suite 210 Denton, Texas 76201 Dallas, Texas 7$235 0. This Agreement shall be interpreted in accordance with the laws orthe State of Texas and venue of any litigation concerning this Agreement shall be in a court competent jurisdiction sitting in Denton County, Texas. I I NESS OF WHICH this Agreement has been executed on (iris the day of , 1499, ~iTY OF DENTON ~Is1t/ ` MI A tW.! "CE HOER t f k i 16 ~ i r t c 0 ~I %TTEST: JENNIFER WALTERS, CITY SECRETARY BY: APP VEDAS 0 LEGAL FORM: HER ERT L. PROUTY, C TY ATT BY: REACH, INC. BY:!C EXECUTIVE DIRECTOR ATTEST: OA AR ~ off. A.wnnw'f~n.a.wY..# a. r I, i 19 !F 4 c , City Of D41ntOn - COV1M Jity DGV*10P &At Division Qualifying Income Limits for Federally Assisted Programs 2Y 1499-9000 City of Deatoo -Community Devdopmeai Dlvlela Qua iryln` Income Ltmlts for Feders9y Ajoloted PrWans rx isst+-~ooo Maximum Income Level Fe 0Y Moderate Income Low Income Very Low kwome Extreme y Low k"i She 10%-std%AMI 67%-51%AMI M% MAN 30%ABelowAMl 1 132,600.128,501 $28,500•$20,351 520,350-119,201 $12,20 or Do" 2 $37,250.530,251 130,250.123,301 123,300.113,951 113,950 &B*w 3 141,900434,051 134,060.128,201 128,200.115,701 115,700 or DOW 4 146,550.137,851 137,850.529,101 14 100.117,451 117,450 or 6e1aw 5 150,300- $40,651 140,660.131,451 131,450.118,851 111,860 Of Below 8 154,000.143,901 $43,900.133,751 133,750.120,261 120,250 ;Below 1 $57.750.$40,901 146,900.138,101 138,100.121,651 121,850 or awn 8 161,450.149,951 149,950.138,401 138,400 -123,051 123,050 or Below r Source: U.S. Depammi of Noueinp and UrDSn Development Effedve OcWer } 1999 i I U 1 EXHIBIT "B" BUDGET REACH Contractual Services 25 sessions @ $200 per session $5,000.00 i i j r ~ 4 - p ~ i t> EXHIBIT "A" WORK STATEMENT REACH Contractor will provide one-hour adjustment to disability groap counseling sessions bi-weekly for Dentor, residents with disabilities. The hour-long sessions will be held at REACH of Denton's accessible office at 405 S. Elm, Suite 202. REACH will be contracting with a ch -cod and licensed therapist 0 lead these sessions. Two adjustment to disability group counseling sessions will be offered each month, on the first and third Tuesdays from 10:30 -11:30 AA4. Contractor will actively market the catnSeling sessions to its current clients, and to clients of other service providers In the wa. i I t dC OTp V1 C ~ **O ~QOOOO00~~ , i i r c~ i 4 1999.2000 SERVICE 1GREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND RETIRED AND SENIOR VOLUNTEER PROGRAM 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 3, Denton, Texas, 76201, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee ("IISC") has reviewed the proposal for services 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 the purchase of services; and WHEREAS, City has dctemtlned that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds In its budget for the purpose of paying for contractual services; NOW, Ti IERErow the parties hereto mutually agree as follows: 1. SCOPE OF SERVIC .S Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used; A. Offcr opportunities for retired persons fifty-five (SS) years of age or older to do volunteer service in the community. 13. Remove obstacles that would keep volunteers from serving (transportation, reimbursement, mcals,insurance). C. Develop stations, non-profit, public and private. In which volunteers can serve and, with the assistance of a station representative, design job descriptions for services needed. U. Recognize voluntmrs for their valuable service and recognize supportive stall' in cooperating agencles, E. Recruit, place and train volunteers, l; Organization shall perform those services d:scHbed in the Work Statement herein attached as Exhibit A and incorpor-tted herein by reference. 1 G 9 i i 11.OBLIOATIONS OF ORGANIZATION i In consideration of the receipt of funds from City, Organization agrees to Pie following terms and conditions: A. Eight Thousand Two Hundred Dollars ($8,200) may be paid to Organization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit 13 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. The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized ofticials of City to review its books at any time. D. The Organization will reduce to writing all of its rules, regulations, and policies and file f a copy with City's Community Development Office along with any amendments, additions, or { revisions whenever adopted. E. The Organization will t3ot enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement F. The Organization will promptly pay oil bills when submitted unless there is & 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. , 0. The Organisation will appoints representative who will be available to meet with City's Executive Director of Finance and other City officials when requested. H. 7 he Organisation 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. t, 'The Organizafion will submit to City copies ofycar-end audited financial statements. 111, TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within the following time frame: October I, 1999 through September 30, 2000, unless the contract is sooner terminated under rp. ; n Section ill "Suspension or Termination". 1 E I PAGE 2 r IV, PAYb! .NTc A. PAYMENTS TO OROANIZATION• City shall pay to Organization a maximum amount moncy not to exceed Light Thousand Two Hundred Dollars (SS,200) for sen7ees r~rtdered under this s Agreement. City will pay these funds on a reimbursement basis to Organisation within twenty days after City has receh cd supporting documentation. Organisation's failure to request reimbursement on a timely basis, mayjcopardise proscnl or future funding. 13. BUSS PAYMENT, Organization shall refund to City within ten (10) working days of City's request, any sum of money which has bxn paid by City and which City at any time thereafter dctennincs: 1) has resulted In overpayment to Organization; or 2) has not been speal strictly in accordance with the terms of this Agreement, or 31 is not supported by adequate documentation to fullyjuslify the expenditure, C, Organisation's rcin,bursr,ncnt request for any ono month period will not exceed one- ifUt (115).of any budgeted line items for costs as specified In Exhibit D. D. MOBLIOATION OF F'UNUS RINERSION OF ASSETS, In the event that actual expenditures deviate from Org;misation's provision of a corresponding level of performance, as specified in Exhibit A, City hereby rescrvcs the tight to reappropriate or recapture any such under expended funds. If City finds that Organization is unwilling and/or unable to comply with any of the terns of ibis Contract, 'it), may require a refund of any and all money expected pursuant to this contract by Organizalion, as a cll as any remaining unexpended funds which shall be refunded to Cily %ithin ten working days ofa written notice to organlzation to revert these financial rasets. The reversion of these financial assets shall be in addition to cny other remedy available to City either at iuw or in equity for breach of this contract. L. CON t start C PM, M r. Organlzation shall submit the cone act close out package to City, together with a final cxpcndilure report, for the time pcriod covered by the last Invoice requesting rcimburscntcul of funds under this Agrecmcn6 a ithin fifteen (13) wrirking days following the close of the contract period, Organization shall ulriizc the form agreed upon by City and Organization, V. `L5~1~UAT70N organisation agrees to punttcip - e In an implementation and maintenance system whereby the z z scrsiccs ran be cnntinuousiy monito+ J. Organisation agrees to make available its financial records for revrcw by City of City's discrct,on, In addition, Organization agrees to provide City the folloamg &na and reports, or coplcs thereof PAGE 3 c , r/ A. All external or Internal audits. Organization shall : ubmit a copy of the annual Independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. Quarterly pcrformancelbeneticfary reports to be submitted in January, April, July and September, to include the following data: number of persons served, number of households served, race, female head of household, disabilities and other Information if requested by City, Organization will provide the above Information on beneficiary report form provided by City, D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each swtement shall Include current and ycar-l"ate period accounting of all revenues, expenditures, outstanding obligations and beginning and ending balances. L An explanation ofany major changes in program services, F. To comply with this section, Organization agrees to maintain records that will provide 1i accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient documentation to provide in detail full suppoit andjustifleation for each expenditure, Organization agrees to retain till becks, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. 0. Nothing in the above subsections shall be construed to relieve Organization of respons,hilily for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement, VI. DIREC'TOPT MEE'TINUS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof, Such notice shall be delivered to Cily in a timely manner to give adequate notice, and shall include tat 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 ofOrganliation's governing body shall be available to City within ten (10) working days of approval VII. SUSPENSION OR 7ElZM1NA'TION A The City may terminate this Agreement for cause If the Organization violates any cowmantA, agreements, or guarantees of this Agreement, the Organitatlon's insolvency or filing of PAGE 4 c• bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it Is bound under the terms of this Agreement, The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph, B. The City may terminate this Agreement for convenience at any time. If this Agreement is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption of funding and specify a reasonable ,iota 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, LQUAL OPPORIUNITYAND COMPLIANCE WITH LAWS A. Organization will submit for City approval, a written plan for compliance with the Equal I'mploymcnt and Affirmative Action Federal provisions, within one hundred twenty (120) days of the ct}'ective date of this Agreement, 13. 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. U. In the event of Organisation's non-compliance with the nondiscrimination requirements, the Ague aunt may be canceled. it mt Imated, or suspended In whole or in Pam and Organization may be barred from further contracts with City. Ix. &MANM OROANILATION represents and warrants that: z z 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. PAGE 5 1 rJ , R, Any supporting financial statements heretotore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or oth_rwise, in the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. U. None of the provisions herein contravenes or is In conflict with the authority under which Organisation is doing business or with the provisions of any existing Indenture or agreement of Organization. 111 ti. Organisation has the power to enter Into this Agreement and accept payments hereund;r, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agrecment. F. None of the assets of Organisation are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements t furnished by Organlzation to City, Fach of these representations and warrantles shall be continuing and shall be deemed to linve been repeated by the submission of each request for payment. X, CIIANOEC AND Ahl •NbMENTS 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. Organisation may not make transfers between or among approved line-items within budget categories sct firth In Exhlbii if without prior written approval of the Community Ucrclopment Administrator for the City. Organiratlon shall request, in writing, the budget revision In a form prescribed by City, and such request fir revislon 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. Organisation will submit revised budget and program Information, whenever the ss' Icvcl of funding fix Organisation or the program(s) described herein is altered according to the IoW levels contained in uny portion of 1ixhlblt Il. PAQE 6 f c• 1 i D. It is understood and agreed by the parties hereto that changes In the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically Incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. City may, from time to time during the term of the Agreement, request changes in Exhibit A which P. ly 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 Detall Incorporated in Exhibit 11 shall require the prior written approval of City, 0. 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 Ovance of the change. H. Organization shall notify city of any changes in personnei or governing board composiliom 1. It is t ',+ressly understood that neither the p.rformance of Exhibit A for any program contracted hereunder nor the transfer of funds M Acen or among said programs will be permitted, Xi. LyDF:M~'I___ Fi(Afi~ON 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 !lability 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 represetttailve of Organizatlon. 11, Organliallon agrees to provide the defense for, and to Indemnify and hold harmless ('11) Its gents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arlaing out of the oat of these contracted funds and program rdmlnlatrallon and Impiententstlon except to the extent caused by the willful act or omission of City. Its agem, or employeex, XIV jNSUA q'tr` A. Organisation shall observe sound business practices with respcct to providing such bonding and insurance as would protiide Idequale coverage for senices offered under this Agreement. PAGE 7 ~J B. The premises on and In which the activities described In Exhibit A are conducted, the employees conducting these activities, shall he covered by premise liability Insurance, commonly referred to as "O"ner/Tenant" coverage with City named as an additional insured. Upon request of Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements. 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. U. Organization will maintain adequate and continuous liabaity insurance on all vehicles owned, leased, or operated by Organization All employees of Organisation who are required to drive n vehicle in the normal scope and coarse of their cmF: )yment must possess a valid Texas Driver's license and automobile liability insurance. Evidence of the employee's current possession ofa valid licence and Insurance must be maintained on a current basis in Organization's files. F. Actual losses are not covered by Insurance as required by this Section are not allowable costs under this Agreenten?. and remain the sole responsibility of Organization P. the policy or policies of insurance shall contain a clause which requires that City and Organlzation be notified in writing of any cancellation or change In the policy at least thirty (30) days prior to such change or cancellation. Xlil, CONE LILT OF INTM-SI A, Organization covenants that neither it nor any member of its governing bo.ly presently has any imerem. direct or indirect, which would conflict In any manner or degree with the pcribnnance 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 goveming body. ll. Organlzation further covenants that no member of Its governing body or Its staff, subcontractors or employees shall possess any interest in or use his/her position for r purpose that is or gives the uppearance of bring motivated by desire for private gain for himself/herself, or others; parfleularty those with whlch hoshe 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 respo;,;ibiiitles In the review or approval of the undertaking or t rtying zr 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 Ilrecl or indirect Interest; or (2) hove any interest, direct or Indirect, In this Agreement or the proceeds thereof. PAGE 8 v XIV, NEPOTISM Organization shall not employ in any paid capacity any person who Is a member of the immediate family of any person who is currently employed by Organization, or Is a member of Organization's governing board. The term "member of immediale family" includes: wif t, husband, yon, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephevi, niece, sep-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, registered or certified, return recelpt 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 I 213 E. McKinney Progre•., Denton, IX 76201 1400 Crescent, Su he 3 Denton, Texas 76201 Either party may change Its mailing address by sending notice of change of address to the uthcr at the above address by certified mail, return receipt requested. , XV1. MMUILAN=- A Organiration shall not transfer, pledge or otherwise assign this Agreement or any Interest therein, or nny Clain arising thereunder to any party or parties, bank, trust Company' or other financial institution wnl;-,v the prior written approval of City. 11. If any provision of this Agreement Is held to be Invalid, illegal, or unenforeeable, the rentaining pruvisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. f / j+ IleN , PAGE 9 0 t• C, In no event shall any payment to Organization hereunder, or any other actor failure { of City to Insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed +n any way to be a waiver by city of any breach of covenant or default which may then or subser,-tcntly be commincd by Organization. Neither shall such payment, act, or omission in any mann,:r impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights her:under, which rights, powers, privileges, or remedies are always specifically preserved, No repr65cniative 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, understanding, or other commitment occurring during the terns of this Agreement, or subsequent 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. This Agreement shall be Interpreted In accordance with the laws of the State of Texan and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting In Denton County, T exas. IN WITNESS VYif ff- F, tic pa re do hereby affix their signatures and enter Into this Agreement as of the day ofW999. *,/CITY OF DEN't'ON, TEXAS E3Y: JACK h1 F MAYOR ATTEST: JENNIFER WAITERS, CITY SECRETARY C APPROVF,DAS70I.F.GALFORM: ~ I fS-1 IIERBERT PROUTY, CITY ATTORNEY f o BY: REFIRED & SENIOR VOLUNTEER PROGRAM DIRECTOR ATTEST: ELY: 0-- SECR fiARY i i ~I Clly of Donlon-Communhy DevtiopmenI Dividon Qualifying Income Limits for /ederally Aosisted Programs fr 1ee9-9000 _ Manimum Income Levile Famly Moderate Income Low Income Vry Low Income Ettnmey Low Income Blie 80%-85%AMI 65%-51%AMI 50%-31%AMI 34%iBelow AJN 1 113200 526,600.$20,361 $20,350. 112,201 $12,200 or Below 2 $37,250•$30,251 $30,260-$23,301 523,300.543,951 $13,950 or Below 3 41,900, $A0611 534,050. $26,201 $26,200 • $15,701 54700 or Below 4 546,550.$37,851 $37,850. 20,101 $20,100$11,451 117,450 orBebw 5 550,300540,651 $40,860$31,451 $31,450•$18,851 S18.WorBelow 8 WOOD .543,901 1143,900 - 133,751 $33,M- 520,251 $20,250 or Below 1 $57,750448,007 546,000-$38,101 136,100.521,851 $21,860 or Below 8 561,450. $49,051 S4900 • $38,401 $38400 - $23,051 123,050 or Below Soume 1.9. Department of HouWg and Urban Development Effective October 4,1999 i , i i~ f I rho, I I " i D HIBIT "A" WORK STATEMENT REITRED SENIOR VOLUNTEER PROGRAM (R,S.V.P.) • OfTer opportunities for retired persons ri fty-five (SS) years of age or older to do volunteer service in the community. 9 Remove obstacles that would keep volunteers from serving (transportation, reimbursement, mcals, insurance), • Dcvciop stations, non-profit, public and private, in which volunteers can serve and, with the assistance of a station representative, design job descriptions for services needed. a Recognize volunlects for their valuable service and recognize supportive staff In cooperating agencies, i • Recruit, place and train voluntecrs. I C-1 0 c, J t EXHIBIT "81, BUDGET R.S.V.P. City of Donlon tun;.ing $8,200.00 h4onlhly Request (personnel) S 683.33 k~ RSVP will use the grant award to cover the salary of the Development am Community Relations I Director. I I I t tf , ~J s n~jqo~,(,OaCQ(X~;jj~ s A.O 0 ~~~auaa~~~~ E i 1999 - 2000 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND RIDING UNLIMITED, INC. This Agreement is hereby entered into by and between t~- City of Denton, Texas, a Home Rule Municipal Corporation, hereinaRer referred to as "City", -rj t.. ling Unlinilted, Inc., 9168 T.N. Skiles Road, Ponder, TX 76259, a non-profit cerporaUon, herea,aner referred to as "Organisation"; WHEREAS, City's Human services Committee ("HSC") has reviewed the proposal for services and has determined that Organisation: performs an important service for the residents of Denton without regard to race, religion, color, age or national origin, and fDSC recommends the purchase of services; and WHEREAS, City has determined Vial the proposal for services merits assistance and can t provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; NOW. THEREFORE, the parties hereto mutually agree as follows: L SCOPE OF SERVICES Organisation shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: A. Riding Unlimited will provide a therapeutic recreation horsemanship program dedicated to enabling disabled persons in the community, 11. The program will work to enhance the physical, social, and emotional abilities of rlders with disabilities. C. Th, organisation will provide i5 scholarships for extemely low to moderate income individuij's with disabilities who live in the city of Denton to participate in Riding Unlimiced's therapeutic horsemanship program. The scholarships will be used for eight %wek riding sessions. Organisation shall perform those, senices described in the Work Statement herein attached as r rxhibit A and incorporated herein by reference. f I!. ODL.IOAj14NS OF OROANIZnrION ~ E PAGE 1 a r• , !I i III i In consideration of the receipt of funds from City, Organization agrees to the following terms and conditions: A. Three Thousand Dollars (S3,000) may be paid to Organization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit 13 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. The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at anytime. D. The Organization 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 f revisions whenever adopted, 1i. The Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. The Organization will promptly pay all bills %hen 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, O. The Organization will appoint a representative who will be available to meet with City's Executive Director of Finance and other City oR'tcials when requested, I l. The Organization will indemnify and hold hamiless City from any and all claims and suit arising out of the activities of Organization, it employees, and/or contractors. 1. The Organization will submit to City copies of year-end audited financial statement. III. TIME OF PERFORMANrt~ 'I he services funded by City shall be undertaken and completed by Organization within the following time frame, A October , 1999 through September 30, 2000, unless the contract is sooi.,,r terminated under " 1- Section VII "Suspension or Termination". PAGE 2 0 t, r IV. PAYMENTS A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of money not to exceed Three Thousand Dollars ($3,000) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. EXCESS PAYMENT. Organization shall refund to City within ten (10) working days of sty's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not 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. Organization's reimbursement request for any one month period will not exceed one-fifth (115) of any budgeted line items for costs as specified in Exhibit S. 1). DEOBLIOATION OF FUNDS/REVERSION OF ASSETS. In the event that actual expenditures deviate from Organizatioj,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. If City finds that Organization is unwilling and/or unable to comply with any of the terms of this Contract, City may require a refund of any and all money expected pursuant to this contract by Organization, as well as any remaining unexpended funds which shall be refunded to city within ten working days of a written notice to organization to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to City either at law or in equity for breach of this contract E. CON) RAcr CLOSE OUT. Organization shall submit the contract closeout 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 (13) working days following the close of the contract period. Organirntion shall utilize the form agreed upon by City and Organization. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the sen ices can he continuously monitored, 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 following data and reports, or copies thereof. PAGE 3 c F A. All external or internal audits. Organization shall submit a copy of tree annual independent audit to City within ten (10) days of receipt. D, All external or Internal evaluation reports. C. Quarterly performance/beneficiary reports to be submitt d in January, April, July and September, to include the following data: number of persons scn ed, number of households served, race, income, female head of household, persons with disabilities, and other infonnation if requested by City. Organization will provide the above information on beneficiary report form provided by city. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include current and year-to-date period accounting of all revenues, expenditures, outstanding obligations and beginning and ending balances. E, An explanation of any major changes In program services. F. To comply with this section, Organization agrees to maintain records that will provide accurate, curry it, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient documeriLtion to provide in detail full support and justification for each expenditure. Organization afire, s to retain all books, n-cords, documents, reports, and written accounting procedures pertaining to the services provided and experiPt re of funds under this Agreement for five years. O. Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS i During the term of this Agreement. Organizalion shall deliver to City copies of all eotlcps of meetings of its hoard o: 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. Organizr'.ion understands and agrees that City's representatives shall be afforded access to all meetings of iti Board of Directors. minutes of all meetings of Organization's governing body shall be available to City within ten 110) working days of approval, VII, Stl_+1 E'NSION OR TER1vSINATION 1 I I PAGE 4 C c. 7 A. The City may terminate this Agreement for cause if the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolt tion, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. D. The City may terminate this Agreement for convenience at any time. If this Agreement is terminated for convenience by the City, Organization witl be paid an amount not to exceed the tote! amount of accrued expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bean the sane ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption 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 Agrcromcnl. VIII. DQUAL OPPORTUNIIY AND COMP lAh'CE WITH LAWS A. Organization will submit for City approv ' a written phut for compliance with the Equal Employment and Affirmative Action Federal provisions, within ore hundred twenty (120) days of the clficlive date of this Agreement. 11. 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. U. In the event of Organizations non-compliance with the non-discrimination requirements, the Agreement nray be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City. IX. WARRANTIES z~ ORliANI7.A1 fON rrprescnts and warrants that i I PAGE 5 c• t, 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 the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Organization. C, No litigation or legal proceedings are presently pending or threatened against Organization. D. None of the provisions herein contravenes or is in conflict with the authority under which 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 necerary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Organization to City. Each of th.se representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AM NOM ENTS 1 A. Any allerwions, 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. 11. Organization may not make transfers bctwren or at, mg approved line-items within budget categories set forth in E:.xhibit 11 without prior written a,+proval of the Community De~clopment Administrator for the City. Organization shall request, in writing, die 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 ofthc program funded under this Agreement, f PAGE 6 c~ I C. Organization will submit revised budget and program information, whenever the Ievcl of funding for Organization or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. U. It is understc.)d and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the eflectivc date specified by the lain or regulation. E. City may, from time to time during the term of the Agreement, request changes in Exhibit A which may include an increase or decrease in the amount of Organization's compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletions, or additions to the Contract Budget Lk-tail incorporated I in Exhibit 13 shall require the prior written approval of City. O. 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, 11. Organization shall notify City of any changes in personnel or governing board comiwsition. 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. UMEICATIOV A. H 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 sad employees harmless from all liability of any nature or kind, Including costs and expenses for, oron account of, any claims, audit exceptions, demands, suits or damages ofany character whatsoever resulting In whole or in part from the performance or omission of any employee, agent or represcntative of Organization. II. Organlistlon agrees to pros:de the defense for, and to Indemnify and hold harmless City its agents, employees, or contractors from any and ail claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arGing out of the use t of these contracted funds and program admin6tratlon and implementation except to the extent caused by the willful act or omission of City, Its agents or employees. PFGE 7 r MI. LNS11 RANCE 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 Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Owner/Tenant" coverage with City named as an additional insured. Upon request of Organization, City may, at its sole discretion, approve alternate insurance coverage arrangements. 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, cr operated by Organization, All employees of Organization who are required to drive a vehicle in the normal scare 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 files. E. Actual losses are 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 Organization be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation. XIII. CONFLICTOFj F'4T A, Organization covenants that neither it nor any member of its goveming body presently has any interest, direct or indirect, which would conflict in any manner or degree with the pcrfijrmance 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 goveming body, 13. Organization further covenants that no member of its governing body or its staff, sulKontraciors or employees shall possess any interest in or use hiuherposition for a purpose that is or gives the appearance of being motivated by desire for private gain for himsdAcrself, or odm; particularly those with which he/she has family, business, or other ties. r , C. No o0icer, member, or employee of City and no member of its goveming body who exercises any function or responsibilities in the review or approval of the undertaking or carrying PAGE 8 r~.ws~ t: I 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, direct or association in which he has proceeds thereof. or interest; or (2) have any interest, direct or indirect, in this Agreement or the XIV. NLPDjLSd Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organlzation, or is a member of Organizdlion's governing board. The ter", 'member of immediate family" Includes: wife, husband, son, daughter, mother, father, brothei ister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and hall-sister XV. NOIIC i Any notice or other written instrument required or permitted of this Agreemen ehall be deemed to have been delivered, whether ractually received orrnot when deposited in the United Stales mail, postage prepaid, registered or certified, retwn receipt requested, addressed to Orgatization or City, as the case may be, at the following addresses: CITY ORGANIZATION City of Nnion, Texas Director Attn: City Manager Riding Unlimited, Inc. 215 1;. McKinney St. 9168 T.N. Skives Road Denton, IX 76201 pander, TX 76259 Fither 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. MISC f LAN M A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to an) party or parties, bank, trust company orother financial institution without the prior written approval of City. 11, 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 A intent of txuh parties hereto, z C. In no event shal I 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 PACE 9 u constitute or be construed In any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with re ferenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, ~ understanding, or other commitment occurring drring the term of this Agreement, or subsequent thereto, have any legal force or effect whalsoevt:, unless properly executed In writing, and if appropriate, recorded as a: amendment rf this Agreement. E. In the event any disagreement or dispute should arise between the to the Interpretation or meaning of any part of this A es rules, c de g odes laws, ordinances, or regulations, City as the party ultimatelyerespo responsible to HUD foretnatters of compliance, will have the final authority to render or to secure an interpretation. 1 F. 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 Dcntun County, Texas. IN % MESS WILEREOF, thei_es~ ohereby affix their signatures and enter Into this Agreement as ofthe lrr"`'day of~944 f/rte` PAGE 10 r I a CITY OF DENTON, TEXAS BY; JACK L •R, MAYOR A 1 r. i pnas 11 t , cc I i f a. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY. APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITYATTORNEY 4114 L BY: 611- Riding Unlimilcd, Inc, i BY: 1REC I) T ATTEST: SECRETARY V r 0 f City of Denton -Commuslty Development Dlvbtos Qualifying Income Limits for Federally Assisted Programs FY 1999-1000 Maximum Income Levels Femliy Motlerela Income Low Income Very Low Income Extremely Low Income size 80%-ds%AMI 8S%-S1%AMI 50%-31%AMI 30%A Below AN 1 532,600-$28,501 $28,500.$20,351 $20,350.512,201 512,200 orB!fcw 2 $37,250-$30,251 $30,250•$23,301 $23,31q-$13,431 $13,950 WBsbw 3 $41,900 - $34,051 $34,050 - $26,201 $20,200 • 115,701 $15,700 or Now 4 $48,350-$37,851 $37,850-$29,101 $29,100•$17,451 517,450oteebw S $50,300-$40,851 $40,650-1131,451 531,450•$18,851 $18,85<Nuow 6 $54,000-$43,901 $43,900•$33,751 $33,750-$20,251 120,250 Cy Below 7 $57,750 - $48,901 $48,900 • $38,101 $36,100.521,651 $21,850 or &bw 8 $61,450•$49,951 549,950-$38,401 $38,400-$23,051 $23,O60oi',A-s Source: V S Department of Flouting and Urbon Development I Effe;6ve O lober 1, 1999 i i t, { ~J V {I f EXHIBIT "N' WORT{ STATEMENT RIDINQ UNLIMITED, INC. • Riding Unlimited µ5ll provide a therapeutic recreation horsemanship program dedicated to enabling disabled persons In the community. • The program will work to enhance the physical, social, and emotional abilities of riders with disabilities. • The organization will provide 13 scholarships for low to moderate income Individuals with disabilities who live In the city of Denton to participate in Riding Unlimited's therapeutic horsemanship program. The scholarships will be used for eight week riding sessloi,e. i i i ~ i c EXHIBIT "B" BUDGET RIDING UNLIMITED, INC, TOTAL CONTRACT BUDGET $3,000,00 Riding Unlimited, Inc. will use funds to provide IS scholarships to extremely low to moderate income riders at $200.00 per scholarship. i i i {•s f i jr re 'a'nd I i v 4 v a~ ti 400 r 0 N. t i ci l l I 4. 1999.2000 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND SALVATION ARMY, INC. - DENTUN CORPS 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 Salvation Army, Inc. Denton Corp, a non-profit corporation, 1508 E. McKinney Street, Denton, Texas 76201, hereinaAer referred to as "Organization", WHEREAS, City's Human Services Committee ("HSC") has reviewed the proposal for services and has determined that Organization performs an important service for the residents of Denton without regard 'o race, religion, color, age or national origin, and HSC reccmr, ,-;nds the purchase of services; and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds In its budget for the purpose of paying for contractual services; NOW, THEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks: A. Opera'e an emergency shelter for residens of Denton and transients passing throug4 Denton. B. Provide a night shelter, daily meals, laundry facilities and a safe environment to those individuals staying in the shelter. C. Work with other human service providers In the community such as HelpNET, Interfaith Ministries, Denton County MHMR Center, Friends of the Family, Hope, etc, to assist individuals in need and to avoid duplication of services. D. Assist clients with rent, utilities, food, clothing, medication and transportation if necessary, E. Provide case management services to clients including counseling on budgeting, shopping for food a-d referrals to other service providers. Organization shall perform those services described In the Work Statement herein stoached as ° 'A tr n Exhibit A and incorporated herein by reference 11, OBLIGATIONS OF ORGANIZATION 1 t , r t k 11. OBLIGATIONS OF OROANIZATIO In consideration of the receipt of funds from City. Organization agrees to the following tennis and conditions: A. Seven Thousand Five Hundred Dollars ($7,500) may be paid to Organization by City, and the only expenditures reimbursed from these 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. The Organization will establish, operate, and maintain an account system for this program that will allow for it tracing of funds and a review of the financial status of the program. C. The Organization will permit authorized officials of City to review its books at any time. D. The Organization will reduce to writing all of its rules, regulations, and policies and file a copy with City's Community Development Office along with any amendments, additions, or revisions whenever adopted. E. The organization will not enter into any contracts that would encumber City funds for & period that would extend beyond the term of this Agreement. F. The Organization 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. 0. The Organization will appoint a representative who will be available to meet with City's Executive Director of Finance and other City officials when requested. H. The Organization will indemnify and hold harmless City from any atxl all claims and suits arising out of the activities of Organization, Its employees, and/or contractors. 1. The Organization will submit to City copies of year-end audited financial statements. 111. TIME OF PEUO ANCE The services funded by City shall be undertaken and completed by Organization within the r following tirae frame: October 1, 1999 through September 30, 2000, unless the contract is sooner terminated colder Section VI "Suspension or Termination". j PAGE 2 i c a IV. PAYMENTS A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of money not to exceed Seven Thousand Five Hundred Dollars (S7,500) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. EXCESS PA"IEW. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) 1s not supported by adequate documentatt, n to fully jusG,S the expenditure. C. Organization's reimbursement request for anyone month period will vA exceed one-fifth (1/5) of any budgeted line items for costs as specified In Exhibit B. 0. DEOBLIOATION OF FUNDS/REVERSION Of ASSETS. In the event that actual expenditures deviate from Organization's provision of a corresponding level of performance, as specified in Exhibit A, City hereby reserves the right to reapproprisfA or recapture any such under expended fund`. If City finds that Organization is unwilling and/or unable to comply with any of the terms of this Contract, City may require a refiatd of any and all money expected pursuant to this contract by Organization, as well as any remaining unexpended funds, which shall be refunded to City within ten working days of a written request to organization to revert these financial assets. The reversion of these financial assets shalt be in addition to any other remedy available to City either at law or in equity for breach of this contract. E. CONTRACT CLOSE OuT. Organization shall submit the contract closeout 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 fifte;n (15) working days following the close of the contract period. Organization shall utilize the form agreed upon by City and Organization. V. EVALUATION J PAOB 3 i I Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Organization agrees to make available its financial records for review by City at City's discretion. In addition, Organization agrees to provide City the f,11owing data and reports, or copies thereof. A. All external or internal audits. Organization shall submit a copy of the utnual independent audit to City, within ten (10) days of receipt. B. All external or internal evaluation reports, C. Quarterly performance/beneficiary reports to be submitted in January, April, Jul), and September, to include the following data: number of persons served, number of households served, race, income, female head of household, disabilities and other information if requested by City. Organization will provide the above information on beneficiary report form provided by City. j D. Organization agrees to submit quarterly financial statements in January, A,JulY. and pr beplember. Each staterr.:nt shall include current and ycar•to-date period accounting ofal[ revenues expenditures, outstanding obligatiuns and beginning and ending balances, V. An explanation of any major changes in program services. ~ F. To comply with this section. Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Abgreement. Organization's record system shat documentation to provide in detail full support and }uslifcaticm for each expendittue. Organization agrees to retain all books, records, documents, report_+, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. 0. Nothing in the above subsections shall be conned to relieve Organizatior of respnosibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. i VI. DIRECTORS' MEETING During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Hoard of Dircrtors, setting forth the time and place thereof. Such notice shall be delivered to City hi a timely manner to give adequate notice, and shalt Include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's AI 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 (I0) working days of approval. PAO& 4 • ~J t1 s. VII. SUSPENSION OR TERU NATION A. The City may terminate this Agreement for cause if the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated In this paragraph. B. The City may terminate this Agreement for convenience at any time. If this Agreement is terminated for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination, In no event will this compensation exceed an amount which bears the seine ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption 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, Vlll. EQUAL OPPORTUNITY AND COMP IAty' LgWIS 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. E. Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. C. Organization will fumish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to wcertaLt compliance with local, State and Federal rules a,:d regulations. D. In the event of Organization's non-compliance with the non-dis,.eminaidon 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. AAMANTIES ORGANIZATION represents and variants the PAGE 5 C JJI~ i I A. All information, reports and data heretofore or hereafter requested by City and famished 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 signirzant change without writ' :n notice to City, B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. D. None of the provisions herein contravenes or is in conflict with the authority under which Organization is doing business or with the provisions of any existing indenture or agreement of Organization. E. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by 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. 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. D. Organization may not make transfers between or among approved fine-Items within budget categories set forth in Exhibit 13 without prior written approval of the Community Development Administrator 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 A, obligation of City under this Agreement. In addition, budget revisloiis cannot significantly change the nature, intent, or scope of the program funded under this Agreement. PAGE 6 ~J I C. Organization will submit revised budget and program infirmation, whenever the level of funding for Organization or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. D. It is understood and agreed by the parties hereto that changes in the State, federal or local laws or regulations pursuant hereto may cccur 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 ty the law or regulation. E. City may, from time to time during the term of the Agreement, request changes !n Exhibit A which may include an increase or decrease in the amount of Organization's compensation. Such changes shall be incorporated in a wrinen amendment hereto, as provided in Subsection A of this Section, F, Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit 13 shall require the prior written approval ofCity. 0. 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. 11. Organization shall notify City of any changes in personnel or governing board composition. 1. It is expressly understood that neither the performance of Exhibit A fur any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. Xl.IiYbEM OCAM A. It Is expressly understood and agreed by both parties hereto that City Is contracting with Organization as on 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 PJnd, including costs and expenses for, or on account of, any claims, odil exceptions, demands, suits or damages of any character whatsoever resulting In whole [s- to part from the performance or omission of any employee, agent or representative of OrganlTation. B. Organization agrees to provide the defense for, and to indemnify and hold harmless City its agents, employs es, or contractors from say and all claims, suits, causes of , action, demandx, damages, losses, attorney fees, expenses, and liability arising out of the use A of these contracted funds and program adminhiradon and implementation except to the extent caused by the willful act or omisslon of City, its agents or employees. PAGE 7 I c e XII. 1NSURAN i 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, D, The premises on and in which the activities described in Exhibit A are conducted, the employes conducting these activities, shall be covered by premise liability Insurance, commonly Orergfe aniz reedatotionas, "CityO wnerlmayfc,anant" coverage with City named as an additional Insured. Upon request of t its sole discretion, approve alternate insurance coverage arrangements. 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 veNcles 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 Drivers 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 Organlzation's fifes. E. Actual losses are not covered by Insurance as required by this Sectlon are not allowable costs under this Agreement, and remain the sole responsibility of Organization, P. The policy or policies of insurance shall contain it clause which requires that City and Organization be notified in writing of any cancellation or change In the policy at least thirty (30) days prior to such change or cancellation. Xlll, C'Mi T O) lm, 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 shat) be employed or appointed as a member of its governing body. B. Organization further covenants that no member of Its goveming body or Its staff, subcontrnctors or employees shall possess any interer,t In or use his/her position for e is or gives the appearance of beinj motivated by desire for private gain for himselpherself, or others; r p particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of Its governing body who exercises any function or responsibilities In the review or approval of the uriertaking or carrying PAGE 8 I a I i i I I i 4 out of this Agreement shall (1) participate In any decision relating to the Agreement which affects his persuml 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. XIV. NEPOTISM Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by Organization, or is a member of Organization's governing board. The term "member of immediate family" Includes: wife, husband, son, daughter, mother, father, brother, sister, In-laws, aunt, uncle, nephew, niece, step-parent, stepchild, 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 sWI be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: CITY OROANIZ.ATION City of Denton, Texas Director AttmCity Manager Salvation Army, Inc. Denton Corps. 215 E. McKinney 1508 E. McKinney Street Denton, TX 76201 Denton, Texas 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 of other financial Institution without the prior written approval of City. 13, if any Prevision of this Agreement is held to be invalid illegal, or unenforceable, the 0 rema.ning provisions shall remain In full force and effect and continue to conform to the original . intent of both parties hereto. i PAGE 9 G U , ~ I C. In no event shall Any payment to Organization hereunder, or any other actor failure of City to insist in any one or more 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 Organization, Nelther 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 1 D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and Any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless property 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 governin; °ules, codes, laws, ordinances, or regulations, City as the party ultimately responsible to MID for matters of compliance, will have the final authority to render or to secure an Interpretation. F. 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 I REOF, the a do hereby affix their signatures and enter Into this Agreement as of the day of~ CITY OF DENTON,'iEXAS $Y: JACK 1 R. MAYOR ATTEST; JENNIFER WALTERS, CITY SECRETARY T BY: PAGE 10 r u , APPROVED AS TO LEGAL FORM: HERBERT PROUTY, Cl TY ATTORNEY I BY: SALVATION ARMY, INC. DEN'TON CORPS BY: DIRECT R ATTEST: BS_ RETARY 'rq l i o ' yY City Of Denton - Community Development Division Qualifying Income Limits for Federally Assisted Programs Fy 199S.1000 CIly of Desloa -Common I y N-Mc opmeal Dlvisa Qualifying 264004 Limits for Federally Assisted Fropra" L1Li!!?:.i944 Meulmum Income Levels Fsmly Modersle Income Law Income Very Low income Lahem* Low 1000" size 80%-66%AMI 63%-81%AMI 50%-31%AMI 30%6B*wAMl 1 332,600.12001 528,600•$20,351 320,350412,201 V2,200arBelow 2 $37,250•$30,251 130,250.323,301 $23,300-$13,061 $13,960 orselow 3 $41,800.334,061 $31,050. $26,201 $28,200.116,701 $16,700 at Below 4 348,660•$37,861 337,860-$29,101 129,100-$17,461 117,410 or8ekw 6 $50,300 - $40,851 $40,850.531,451 $3f,450.116,061 $18,860 a. Below 8 $64,000.843,901 343,900433,761 133,760.120,261 $20,20 or Below 7 357,160-$46,901 148,000-$38,101 $38,100$21,861 $21,860 or Below 6 161,450-549,951 149,950.338,401 $38,400-123,051 423,0500 Below Source, U & osponenl or Housing era urLen oom* xnl May# often 1 1999 Rlr\ Q I t i I 0 EXHIBIT "A" WORK STATEMENT SALVATION ARMY, INC. DENTON CORPS Operate an emergency shelter for residents of Denton and transients passing through Denton. Provide a night shelter, daily meals, laundry facilities and a safe environment to those individuals staying In the shelter. Work with other human service providers in the community such as HelpNE't', Interfaith Ministries, Denton County MHMR Center, Friends of the Family, Hope, etc, to assist Individuals In need and to avoid duplication of services. Assist clients with rent, utilities, food, clothing, medication and transportation if necessary. Provide case management services to clients including counseling on budgeting, shopping rot food and rcferrals to other service providers. I i AO O II,I t~ ` I i I EXHIBIT "B" BUDGET SALVATION ARMY, INC. DENTON CORPS F City of Denton Award $00,500 Perso:mel expenses $7,500 (Salary Support for Can Manager) The grant award will be used to support personnci pcrfortning case management services for the orgwizatlon, Case Management Serviees are described In the work statement. 1 r i ry , ~ + J~ r CYO~T' ~ f C f 4 ~,~1~ pCr~ 4 4 f OV~ 4 CY ` 4 O ~ h I' ~ 4 O ~~1000~~ I o AMENDMENT NO. I TO EASEMENT NO, DACW63.2-85.OS09 LEWISVILLE LAKE, TEXAS This Amendment No. I to Easement No. DACW63.2-85-0509, is made and entered Into by and between the Secretary of the Army and the city of Denton, Texas, City He1I West, 221 N, Elm, Denton, Texas 76201, hereinafter referred to is grantee, WITNESSETH WHEREAS, on 12 October, 1984, the Secretary of the Army granted to the city of Denton, Texas, the above-numbered easement for use of approximately 2,56 acres of land for the construction, operas:,..-. and maintenance of a 15 Inch sanitary sewer line on Lewisville Lake, Texas, as more specifically described in the said easement; and WHEREAS, the grantee has requested that the city of Denton, Texas, be given an additional 1.494 acres, on Tract P-554, to modify the alignment ofthretexisting aerial sewer lines crossing over Hickory Creek, and the Oovemmen! Is agreeable thereto. NOW,,r1EEREEORE, Easement No, DACW63-2.85.0509 Is hereby amended adding an additional 1.494 acres to modify the alignment of three existing aerial sewer lines crossing Hickory Creek (Exhibit A-1, A-2, and A-3). The land area of the easement increases to approximately 4.054 acres, Information and Nationwide Permit 26, and Nationwide Permit Water Quality Certification (Exhibit C) are provided to assist the city of Denton In replacing the aerial surer lines. Except for the revision above, the terms and conditions of the license shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand by the authority of the Secretary oftheArmy the_4,Fr* dayof_4~"jbJ- ,_z&f I yla cad Chic , cal Estate Division t. o i 7 he abo~ a Instrument, together u7th all the conditions, Is hereby accepled this 24~~ dayofAy&u ST Ig4~, CITY OF DENTON, TEXAS r- !1 ` a 2. a........,.... e. y...ay.anr,. ✓q V1Y .a y Y rr y ~i h t~ CERTIFICATE 1, certify that I am the of the cit of Denton, Texas, named as grantee herein; that ly, who signed the foregoing instrument on behalf of the city of Denton, Texas, was when of the city of Denton, Texas. I further certify that the said officer was acting within the scope of powerdelegateJ to Ns officer by the governing body in executing said instrument. (&hd,4AXgV IC gl (f~~) J We SEAS. SOMEONE OTHER THAN rim INDIVIDUAL WE10 EXECUTES THE AMENDMENT MUST COMPLET E 1E11S CERTIFICATE 5 1.' I i LZNI9VILLE DAM AND GARZA-LITTLE ELM LARS DENTON COUNTY, TEXAS PERPETUAL SEWER LINE EASEMENT TO THE CITY OP DINTON, TEXAS PR0X U.S.A. A tract of land situated in the County of Denton, State of Texas, being part of the A. Cannon Survey (A-232), and being a strip of land 30 feet in width and being more particularly described as followsi COMMENCING at Government Marker No. P-S54-4 for a re-entrant corner for a tract of land designated as Tract No. P-554 for Lewisville Dam and Oarsa-Little Elm Lake, along a northeasterly boundary line for said Tract No. ►-SS4, North 17° 30' 930 Nest, 151.30 feet to a point for the easternmost corner for an easement for the City of Denton, Texas, Sewage Lift Station from U.S.A., recorded in Dead Records of Denton County in Volume 11110 Page 678,(DACN63-2-81-0744) and subsequently amended on July 14, 1983 (to correct field note descriptions) and recorded in Volume 1158, Page S93 of the Deed Records of Denton County, Texas) THENCE South 72° 29, 07" (Pest along the southern boundary line of said Sewage Lift Station tract ■ distance of 131.9 feet to a point for corner, said point being the beginning of a 20, wide perpetual sewer line easement described by centerline to the City of Denton, Texas from U.S.A. on October 12°x, 1984 (DACN63- 2-85-0509)) THENCE South 04° 561 14" Nest continuing along said 1914 easement centerline description a distance of 190.8 fact to a point, for corner) THENCE South 35° 34' 41" East continuing along said 1914 easement centerline description a distance of 383.73 feet to a point for cornoro THENCE North 54° 251 19" East departing said 1984 easement centerline description a distance of 10 feet to the POINT OP BROWNING, said point lying on a northeasterly line of maid existing perpetual saver line easement (DACM -2-13.0309)) THENCE South 03° 171 27" East a distance of 241.08 feet to a / point for corner) THENCE South 35° 34, 41" East a distance of 40,55 feet to a point for corner, said point lying on a northerly line of said perpetual sewer line easement (DACN63-2.45.0509)) C:1My Do umntl~M Do mnu\II LL71gt\MSCK[k01~1 ~dM. Aee EXHOT A✓/ 1 v 2 C~ 1 TRIM North 63/ 170 279 Nest along said northerly line of said perpetual sewer line easement (DACN63.2-83-0509) a distance of 941.06 feet to a point for cornea TMKC= North 33' 341 41" Nest along a northeasterly line of said perpetual sewer line easement (DACM63-9.63-0509) a distance of 40.55 feet to the POINT OF 2201 KING and containing 7,232 square feet of land. rtlN( Si7.4~ i I 1 I 61My Docu~mnl~lky oo~w.nlilrircdcorlkiaa0/®~ !WL/o/ 2 of 2 t t c LEWISVILLE DAM AND GARZA-LITTLE ELK LAKE DENTON COUNTY, TEXAS TEMPORARY ACCE88 AND CONSTRUCTION EABEIQNT TO THE CITY Or DENTON, TEXAS PROM U.S.A. A tract of land situated in the county of Denton, State of Texas, being part of the A. Cannon Survey (A-732), and being a strip of land 30 feet in width and being more particularly desoribed as lollowai CO MISiNCING at Government Marker No. P-554-4 for a re-entrant corner for a tract of land designated as Tract No. P-554 for Lewisville Dam and Garsa-Little Elm Lake, along a northeasterly boundary line for said Tract No. P-554, South 55° 570 East, 743 f feat to the POINT OP BEOINNING) THENCE South 56e 501 000 East along northeasterly boundary line for said Tract No. 7-554, passing the centerline of Old Alton Road at 25' and continuing a total distance of 50.00 Net to point for corner) THENCE South 19° 58' 00" East a distance of 86.19 feet to a point for corner THENCE South 24e 35' 13" East a distance of 62.95 feet to a point for corners THENCE South 33° 321 510 Nast, crossing Old Alton Road, a distance of 53.41 feet to a point for cower, said point lying on a northeasterly line of a 20, wide perpetual sewer line easement described by centerline to the City of Denton, Texas from U.S.A. on October 12°s, 1984 (DACW63.245-0609)+ THENCE North 560 271 09" Kest along said northeasterly easement line (DACK63.2-85-0509) a distance of 742.13 feet to a point for corner) THENCE North 83° 170 27" West continuing along said easement line (DACK63-2-85.0509) part of the way a distance of 200.17 feet to a point for corner# THENCE North 35e 341 41" West a distance of 40.55 lest to a point f^r cornerf THENCE North 83° 171 27" Nast a distance of 241,03 feet to r point for corner, said point lying on a northeasterly line of said 20, wide perpetual sewer line easement described by centerline to the City of Denton, Texas from U.S.A. an October 12°R, 1984 (DACW63.7-85.0509)) C.1MY Doeum.nte\M Document ,\►1tItNOtUit7lCkOls t tel►-ACri1l.doe 1 cr 2 o c• THM(Cl North 35' 34' 410 West along said samment line (DACK63-9- y, 85-0509) a distance of 40.55 feet to a point for corner) THENCE South 83' 17' 97" last a distance of 961.63 feat to a point for corner) I THENCE South 35' 34' 41" East a distance of 40.55 feet to • point for corner) THENCE South 83° 171 97" East a distance of 194.06 lest to a point for corner) THENCE South 56' 97' 09" last a distance of 919.99 feet to a point for corner) THENCE North 33' 391 51" East a distance of 6.73 feet to a point for corner) THENCE North 94° 35' 13" Nest a distance of 47.41 feet to a point for corner) THENCE North 19' 581 00" West a distance of 197.40 feet to the POINT OF 230INNING and containing 97,653 square fsac of land. RIM 6 I t•1'I•~r I t , c vq Documnu\1N eo~wm~nc.~unswtWicRao~t f rwr ►cnn.dot 2 b7 2 e I N SEWAGE LIFT 200' OLD ALTON ROAD STATION --w I' MON F-554-4 ~ yf c~~y~ 11\\ PROPOSED TEMPORARY 1 \~1 ACCESS L CNTSTRUCTION% \1 EASEME 1\ PROPOSED PERPETUAL SEWER LINE EASEMENT I; k1C EXISTING SEWER LINE L EASEMENT R ~Off ` \h~' `I (DACW63-2-85-0509) t; e, City of Dentoon Engineering & Transportation DQpnrtmtnt Right-of--Nay Division ri IOU a J LEWISVILLE DAM AND OARZA-LITTLE ELM LABS DENTON COMM, TEXAS PERPETUAL SEVER LINZ EASEMENT TO THE CITY OF DENTON, TEXAS FROM U.S.A. A tract of land situated in the County of Denton, State of Texas, being part of the A. Cannon Survey (A-232), and being a strip of land 20 feet in width and being more particularly described am follows: COMMCING at Government Marker No. F-554.4 for a re-entrant corner for a tract of land designated as Tract No. F-354 for Lewisville Dam and Garsa-Little Elm Lake, along a northeasterly boundary line for said Tract No. F-554, North 17° 30, 530 Nest, 151.30 fast to a point for the easternmost corner for an easement for the City of Denton, Texas, Sewage Lift Station from U.S.A „ recorded in Deed Records of Denton County in Volume 1111, Page 678,(DACK63-2-01.0724) and subsequently asended on duly 14, 1982 (to correct field note descriptions) and recorded in Volume 11580 Page 583 of the Deed Records of Denton County, Texas THENCE South 72° 29, 07" Nest along the southern boundary line of said Sewage Lift Station tract a distance of 99.44 feet to the POINT OF BEOINNINO; THENCE South 04° 561 14" Nest a distance of 222.91 feet to a point for corner, said point lying on a northeasterly line of a 20, wide perpetual sewer line easement described by centerline to the City of Denton, Texas from U,B.As on October 12th, 1984 (DACN63-2.85-0509)1 THENCE North 35° 341 41" Nest continuing along northeasterly line of said 1984 easement a distance of 30.79 feet to a point for corner THENCE North 04° 56, 14" East continuing along an easterly line of maid 1984 easement a distance of 191.24 feet to a point for corner, said point lying on the southern boundary line of said Sewage Lift Station tract) THENCE North 72° 29' 07" East along the southern boundary line of said Sewage Lift Station tract a distance of 21,64 feet to the POINT OF BEOINNING and containing 4,142 square feet of land, ' /I lr~ a.~ S4." C' My Do ftnt,\M/ Docu"n-0\MI9LDMQT\MICXCIO/1 , I M.ax 1 OF 1 I r' 4 LEWISVILLE DAN AND GARZA-LITTLZ ELM LAXZ DENTON COUNTY, TEXAS TEMPORARY ACCESS AND CONSTRUCTION BASEMENT TO THE CITY OF DENTON, TEXAS FROM U.B,A, A tract of land situated in the County of Denton, State of Texas, being part of the A. Cannon Survey (A-937), and being a strip of land 30 feet in width and being more particularly described as followsi COM MCING at Government Marker No. 7-554-4 for a re-entrant corner for a tract of land designated as Tract No, r-554 for Lewisville Dam and Gersa-Little Elm Lake, along a northeasterly boundary line for said Tract No. F-554, North 17' 30' 530 West, 151.30 fiat to a point for the easternsaat corner for an eaeemant for the City of Denton, Texas, Sewage Lift Station from U,S.A „ recorded in Deed Records of Denton County in Volume 1111, Page 678,(DACW63.9-81.0794) and subsequently amended on duly 14, 1989 (to correct field note descriptions) and recorded in Volume 1158, Page 583 of the Dead Records of Denton County, Texas) THENCE South 79A 991 070 West along the southern boundary line of said Sewage Lift Station tract a distance of 66.98 feet to the POINT OF BEOINNINGI THENCE South 04' 561 14" West a distance of 970,41 feet to a point for corner, said point lying on a northeasterly line of a 901 wide perpetual sewer line easement described by centerline to the City of Denton, Texas from U.S.A. on October 190°, 1984 (DACW63-9-85-0509)1 THENCE North 35' 34' 41" West continuing along northeasterly line of said 1984 easement a distance of 46.18 feet to a point for corner) THENCE North 04' SP 14" Seat a distance of 999,91 feet to a point for corner, said point lying on the southern boundary line of said Sewage Lift Station tract) } THENCE North 79' 99' 07" East along the southern boundary line of said Sewage Lift Station tract a distance of 33.46 foot to the POINT OF BEGINNING and containing 7,400 square feet of land, ✓ , e~ f4 n N, oxum~nc. My ooe~n+n~~~r:norx ~tanoe~ ten Aceeai.eee 1 or 1 i cc. i EXISTING SEWER LINE L EASEMENTS (DACW63-2-81-0724) N SEWAGE i• = loo' LIFT STATION PROPOSED TEMPORARY ACCESS L CONSTRUCTION EASEMENT MON F-554--4 PROPOSED PERPETUAL SEWER LINE EASEMENT lot \ N. EXISTING SEWER LINE L EASEMENT (DACW63-2-85-0509) City of Denton. Engineering & Transportation Department Right-of-Way Division r ha 0 cLEWISVILLE DAM AND OARZA-LITTLE ELM LAKE DENTON COUNTY, MAS PERPETUAL SEWER LINE EASEMENT TO THE CITY 01 DENTON, TEXAS PR011 V,S.A. A treat of land situated in the County of Denton, state of Texas, being part of the John Rogers Surrey (A-1015), and being a strip of land 20 feet in width and being more particularly j described as follower COMMENCING at a point lying in the centerline of an existing perpetual sewer line easement granted to the City of Denton On November 3, 1981 (DACK63-2-91-0724) as recorded in Volume 1111, Page 679 of the Dead Records of Denton County, Texas and subsequently amended on July 14, 1912 (to correct field note i descriptions) and recorded in Volume 11511 Page 363 of the Dead Records Of Denton County, Texas, said point bearing south 63' 311 42" west a distance of 520 feet from Corps of Engineere Monument 1-536.3! THENCE South $2' 211 17" Nest a distance of 16.16 feet to the POINT Or DEOINNING, said point lying on a southerly line of said existing perpetual sower line easement, Volume 1139, Page 513s THENCE South 52' 211 17" west a distance of 36.36 toot to a point for corners THENCE South 95' 43, 17" Nest a distance of 205463 feat to a point for corner, said point lying on a southeasterly line of sa1,d perpetual sewer line easement, Volume 1136, Page 30) THENCE North 75' 331 17" East along said southeasterly line a distance of 113.31 feet to a point for corner! THENCE North 15' 43' 17" East along a southerly line of said perpetual sewer line easement, Volume 1156, Page 56, a distance of 124.47 feet to the POINT OF aebINNINO and containing lr301 square feet of land. N ~r~•4f EXIOT r,~Mr ooeun~ne,~~p oo~~n,nl,\►ttLExoi~ll2rl[fo►s f rtlue.dee 1 OF 1 t• LEWISVILLE DAM AND GARZA-LITTLE ELM LAXE DENTON COUNTY, TEXAS TEMPORARY ACCESS AND CONSTRUCTION EASEMENT TO THE CITY OF DENTON, TEXAS FROM V. S, A. A tract of land situated in the County of Denton, State of Texas, being par- of the John Rogers Survey (A-toes), and being a strip of land g serally 30 feet in width (variable width at actual c0116tructi0u areal and being more particularly described as follower BEGINNING at a point lying on the west line of an existing perpetual sewer line easement granted to the City of Denton on March 30, 1967 (DACM63-2.97-0603), said point bearing south 63' 311 42" West a distance of 345 feet from Corps of Engineers Monument F-556-31 THENCE South 63. 311 424 Nest a distance of 140.01 feet to a point for corners THENCE South 04' 16, 43" East a distance of 26.76 feet to a point for corners THENCE South 52' 21' 17" Nest a distance of 82.19 feet to a point for corners THENCE South 85' 43* 17" Most a distance of 201.12 feet to a point for corners THENCE North 14' 26' 43" Nest a distance of $9.46 feet to a point for corners THENCE North 75' 33, 17" East a distance of 118,64 feet to a point for corners THENCE North 85' 431 17" East a distance of 181.14 feet to a point for corners THENCE North 63' 311 42" East a distance of 98 feet to a point for corners THENCE North 00' 47' 37" East a distance of 610.88 toot to a point for corners } r THENCE South 34' 191 00" East a distance of $4.16 feet to a point s o for corners 1?'\ THENCE South 00' 47, 37" Nest a distance of 694450 feat to the POINT OF BEGINNING and containing 1,16 acres of land,. o,~Mr oonm,e~,~Mr Dee,.m,ne,~r~eurror~„reRaoes i *al_hectn.eee 1 or 1 4 c _ I -I _ I i N _I i i ~I { I MONUMENT F-356-3 - ~17 A+lPsfLP TLMORMY V ` . I KLLf! f COMtRYCTtdI _ - ~ {s+ GKKM _ ILVCR LOC A t \ p Lxtf f LAfLK f LM~~ P ~ ` •City of Denton Engineering & Transporiaiton Department flight-of-Way Division A it 1000 • rJ b i r t`}OOO~ ~a0006000~~ ' 1 --t c N0. DALW63-3.99.0617 DEPARTMENT OF THE ARMY CONATRUCTION LICENSE LEWISVILLE LAKE DENTON COUNTY, TEXAS THE SECRETARY OF THE ARMY, hereinafter referred to as the Secretary, under authority of Title 10 U.S.C. Section 26690 hereby grants to the City of Dentin, Texas, a political subdivision of the State of Texas, hereinafter referred to as the grantee, a license for the construction and alignment of three aerial storm sewer lines, on Tract F-554, containing approximately 2 acre, over, across, in and upon lands of the United States, as identified in Exhibits A, B, and C attached hereto and made a part hereof, hereinafter referred to as the premises. THIS LICENSE is granted subject to the following conditions, 1. TERM This license is granted for a term of one 1 year beginning 17 August 1999 and ending 16 August 2000 but re .-Ile at will by the Secretary. 2. CONSIDERATION The consideration for this license shall be the construction, operation, and maintenance of three aerial storm sewer lines for the benefit of the general public in accordance with the terms and conditions hereinafter set forth. 3. NOTICES All notices and correspondence to be given pursuant to this license shall be addressed, if to the grantee, to the City of Denton, City Hall West, 221 N, Elm, Denton, Texas 762011 and if to the United states, to the District Engineer, Attentioni Chief, Real Estate Division, Post Office Box 27300, Fort Worth, Texas 76101- 0300; or as may from time to time otherwise be directed by the parties. Notice shall be deemed to have been duly given if and when ' enclosed in a properly sealed envelope addressed as eforeaa;d, and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. U t 4. AUTHORIZED REPRESENTATIVES Except as otherwise specifically provided, any reference herein to "Secretary", "District Engineer", or "said officer" shall include their duly authorized representatives. Any reference to "grantee" shall include any duly authorized representatives. S. SUPERVISION BY THE DISTRICT ENGINEER The use and occupation of the premises shall be subject to the general supervision and approval of the District Engineer, Fort ! Worth District hereinafter referred to as said officer, and to such rules and regulations as may be prescribed from time to time by said officer. S. APPLICABLE LAWS AND REGULATIONS The grantee shall comply with all applicable Federal, state, county and municipal laws, ordinances and regulations wherein the premises are located, 7. CONDITIONAL USE DY GRANTEE The exercise of the privileges herein granted shall bet a, without cost or expense to the United Stateal b. subject to the right of the United States to improve, use or maintain the premises. c. subject to other outgrants of the United States on the premises, , d, personal to the grantee, and this license, or any interest therein, may not be transferred or assigned. B, CONDITION OF PREMISES t The grantee acknowledges that it has inspected the premises, knows its condition, and understands that the same is granted without any representations or warranties whatsoever and without any obligation on the part r,f the United States, 9. COST OF UTILITIES The grantee shall pay the cost, as determined by the officer I having immediate supervision over the premises, of producing and/or A' supplying any utilities and other services furnished by the ,I(j-~ Government or through Government owned facilities for the uee of the grantee, including the grantee's proportionate Ahare of the low) coat of operation and maintenance o the Government-owned i c~ I I facilities by which such utilities or services are produced or supplied. The Government shall be under no obligation to furnish utilities or services. Payment shall be made in the manner prescribed by the officer having such jurisdiction, 10. PROTECTION OF PROPERTY The grantee shall keep the premises in good order and in a clean, safe condition by and at the expense of the grantee. The grantee shall be responsible for any damage that may be caused to property of the United States by the activities of the grantee under this license, and shall exercise due diligence in the protection of All property located on the premises against fire or damage from any and all other causes, Any property of the United States damaged or destroyed by the grantee incident to the exercise of the privileges herein granted shall be promptly repaired or replaced by the grantee to a condition satisfactory to said officer, or at the election of said officer, reimbursement made therefor by the grantee in an amount necessary to restore or replace the property to a condition satisfactory to said officer. ! 11, INDEMNITY The United States shall not be responsible for damages to ! property or injuries to persons which may arise from or be incident to the exercise of the privileges herein granted, or for damages to the property of the grantee, or for damages to the property or injuries to the person of the grantee's officers, agents, or employees or others who may be on the premises at their invitation or the invitation of any one of them, and the grantee shall hold the United States harmless from any and all such claims not including damages due to the fault or negligence of the United States or its contractors. 19. RESTORATION 1 On or before the expiration of this license or its termination by the grantee, the grantee shall vacate the premises, remove the property of the grantee, and restore the premises to a condition satisfactory to said officer, if, however, this license is revoked, the grantee shall vacate the premises, remove said property and restore the premises to the aforesaid condition within such time as the District Engineer may designate. In either event, if the grantee shall fail or neglect to remove said property and restore the premises, then, at the option of said officer, the property shall either become the property of the United States without compensation therefor, or said officer may cause the r property to be removed and no claim for damages against the United'; n states or its officers or agents shall be created by or made on #A r account of such removal and restoration work. The grantee shall also pay the United Stites on demand any sum which may be expanded 1 LI it e i it by the United States after the expiration, revocation, or termination of this license in restoring the premises. I I 13, NON-DISCRIMINATION a. The grantee shall not discriminate against any person or persons because of race, color, religion, sex, age, handicap, national origin, or religion. b, The grantee, by acceptance of this license, is receiving a type of Federal assistance and, therefore, hereby gives assurance that it will comply with the provisions of Title VI of the Civil Rights Act of 1964 as amended (42 U.S.C. 2000d)i the Age Discrimination Act of 1975 (42 U.S.C. 6102) the Rehabilitation Act of 1973, as amended (29 U.S.C 794)1 and all requirements imposed by or pursuant to the Directive of the Department of Defense (32 CFR Part 300 issued an Department of Defense Directive 5500.11 and 10',10 1, and Army Regulation 600.7. This assurance shall be binding on ,.he grantee, its agents, successors, transferees, and assignees, 14. TERMINATION i This license may be terminated by the grantee at any time by giving the District Engineer at least ten (10) days notice in writing provided that no refund by the United States of any consideration previously paid shall be made and provided further, that in the event that said notice is not given at least ten {10) days prior to the rental due date, the grantee shall be required to pay the consideration for the period shown in the Condition on CONSIDERATION. 1S, ENVIRONMENTAL PROTECTION a. Within the limits of their respective legal powers, the parties to this license shall protect the premises against pollution of its air, ground and water. The grantee shall comply with any laws, regulations, conditions, or instructions affecting the activity hereby authorized if and when issued by the Environmental Protection Agency, or any Federal, state, interstate or local governmental agency having jurisdiction to abate or prevent pollution. The disposal of any toxic or hazardous materials within the premises is specifically prohibited, Such regulations, conditions, or instructions in effect or prescribed by said Environmental Protection Agency, or any Federal, state, interstate or local governmental agency are hereby made a condition of this license. The grantee shall not discharge waste or effluent from the premises in such a manner that the discharge will contaminate streams or other bodies of water or otherwise become a public nuisance. fry b. The grantee will use all reasonable means available to protect the environment and natural resources, and where damage ( E t, nonetheless occurs from the grantee's activities, the grantee shall be liable to restore the damaged resour:es. c, The grantee must obtain approval in writing from said officer before any pesticides or herbicides are applied to the premises. I 16. HISTORIC PRESERVATION j The grantee shall not remove or disturb, or cause or permit to be removed or disturbed, any historical, archeological, architectural or other cultural artifacts, relics, remains or objects of antiquity. in the event such items are discovered on the premises, the grantee shall immediately notify said officer and protect the site and the material from further disturbance until said officer gives clearance to proceed. 17. bISCLAIMER This license is effective only insofar as the rights of the United States in the premises are eoncernedl and the grantee shall obtain any permit or license which may be require by federal, state, or local statute in connection with the use of the premises. It is understood that the granting of this license does not preclude the necessity of obtaining a Department of the Army permit for activities which involve the discharge of dredge or fill li material or the placement of fixed structures in the waters of the United States, pursuant to the provisions of Section 10 of the Rivers and Harbors Act of 3 March 1999 (33 USC 403), and Section 404 of the Clean Waters Act (33 USC 1344). This license is not subject to Title 10, United States Code, Section 2662, as amended. IN WITNESS WHEREOF, I have hereunto set my hand by authority of the ecretary of the Army, this ~,?S day of A' I Y C 4,10P R AI Estate nivision This license is also executed by the grantee this-744t% day of A(A(:Pu ST , 1QQQ. CITY Of DENTOI4, TJXA6 i 0 c. t: CERTIFICATE 1, , certify that E am the of the city of Denton. Texas, named as grantee herein; that laduM,0AI j ~lvho signed the foregoing instrument on behalf of the city of Denton, Texas, was when &4 CJ of the city of Denton, Texas. 1 further certify that the said 43 officer was acting whhin the scope of power delegated to this officer by the governing body In executing said Instrument./ /~-ftgt!/ ~~~3) i -SIA " ~I_ SEAL SOMEONE O'FI IER I HAN THE INDIVIDUAL WHO EXECUTES THE AMENDMENT MUST COMPLETL THIS CERTIFICATE _ , _ _r { u cLEWISVILLE DAM AND GARZA-LITTLE ELM LAKE DENfON COUNTY, TEXAS r PERPETUAL SEWER LINE EASEMENT TO THE CITY OF DENTON, TEXAS FROM U.S.A. A tract of land situated in the County of Denton, State of Texas, being part of the A. Cannon Survey (A-232), and being a strip of land 30 feet in width and being more particularly described as follows; COMMENCING at Government Marker No. F-554-4 for a re-entrant corner for a tract of land designated as Tract No, F-554 for Lewisville Dam and Garza-Little Elm looks, along a northeasterly boundary line for said Tract No. F-554, North 17° 301 33" Waste 151.30 feet to a point for the easternmost corner for an easement for the City of Denton, Texas, Sewage Lift Station from U.S.A., recorded in Deed Records of Denton County in Volume 1111, Page 678,(DACW63-2.81.0724) and subsequently amended on July 14, 1982 (to correct field note descriptions) and recorded in Volume 1158, Page $83 of the Deed Records of Denton County, Texas; THENCE South 72° 291 07" West along the southern boundary line of said Sewage Lift Station tract a distance of 13149 feet to a point for corner, said point being the beginning of a 20, wide perpetual sewer line easement described by centerline to the City of Denton, Texas from U.S.A. on October 12th, 1984 (DACN63- 2.85-0509); THENCE South 04e $61 14" West continuing along said 1984 easement centerline description a distance of 190.8 feet to a point for corner; THENCE South 35° 341 41" East continuing along said 1984 easement centerline description a distance of 383.73 feet to a point for corner; THENCE North 54° 251 1911 East departing said 1984 easement centerline description a distance of 10 feet to the POINT OP BEGINNING, said point lying on a northeasterly line of ;aid existing perpetual sewer line easement (DACW63.2.89-0509)# THENCE South BY 171 27" East ■ distance of 241.08 feet to a point for corner; THENCE South 350 34, 41" rut a distance of 40,55 feet to a point for corner, said point lying on a northerly line of said perpetual sewer line easement (DACW63.2-85.0509)# "r t: m, :.,,oenu ruua,oi kiersnoan-, rertM, doe EXHIBIT A 1 Of 2 0 i i I THENCE North 83° 171 27" Nest along said northerly line of said perpetual sower line easement (DACIN63-2-85.0609) a distance of 741.08 feet to a point for cornarl THENCE North 35e 341 41" Nest along,a northeasterly line of said perpetual sewer line easement (DACN63.2-85-0509) a distance of 40.6F feet to the POINT OF MINNINC and containing 7,932 square feet of land. RrM S 17 e) i 9 C~'ny CC<u"nWMy DoemMnUlIS tLDMO}IMICRC7i01f 1~/tI1M, doe ` 9 09` 2 c~ ci LEWISVILLE DAM AND GARZA-LITTLE ELM LAKE DEMON COUNTY, TEXAS !I 4 I TEMPORARY ACCESS AND CONSTRUCTION EASEMENT TO THE CITY OF DENTON,,TEXAS FROM U.S,A, A tract of land situated in the County of Denton, State of Texas, being part of the A. Cannon Survey (A-232), and being a strip of land 30 feet in width and being more particularly described as followsl COMMENCING at Government Marker No. F-554.4 for a re-entrant corner for a tract of land designated as Tract No. 1-554 for Lewisville Dam and Garsa-Little Elm looks, along a northeasterly boundary line for said Tract No. F-554, South 55° 571 east, 743 feet to the POINT OF 9EOINNSNG; THENCE South 56' 501 00" Nast along northeasterly boundary line for said Tract No. F-554, passing the centerline of Old Alton Road at 251 and continuing a total distance of $0.00 feet to point for corners THENCE South 190 $81 00" East a distance of 96.19 foot to a point for corner= THENCE South 24° 351 13" East a distance of 62,95 feet to a point for corner; THENCE South 33° 321 51" Wast, crossing Old Alton Road, a distance of. $3.41 feet to a point for corner, said point lying on a northeasterly line of a 201 wide perpetual sewer line easement described by centerline to the City of Denton, Texas ' front U.S.A. on October 121A, 1964 (DACW63.2.85.0509)) THENCE North 56° 271 09" West along said northeasterly easement line (DACW63.2.85.0509) a distance of 242.13 feet to a point for corner; THENCE North SY 171 27" West continuing along said easement line (DACW63.2-95 0509) part of the way a distance of 200,17 feat to a point for corners THENCE North 35° 341 41" West a distance of 40,55 rest to a point for corner; 1 THENCE North 93' 17, 27" West a distance of 741,08 feet to a ~ p point for corner, said point lying on a northeasterly line of ^r~ -tali said 201 wide perpetual sewer line easement described by centerline to the City of Denton, Texas from VaR.A. on October 12°A, 1994 (DACW63.2.95.0509)1 -'My ..y.My u,.,,rr nt, V111,MJOtt plfpC1,06t•1 tglp AMt6C.doC • 1 OF 9 i t~ c. . THENCE North 35° 341 41" West along said easemeat lino DACN63• - 85 0509) a distance of 40.55 fast to a point for aoraorl ~ j THENCE South 83/ 17' 270 East a distance of 981.63 feet to a point for corners THENCE South 35/ 340 41" East a distance of 40.55 feet to a point for cornerl THENCE South 83. 171 27" East a distance of 194.06 feet to a point for cornerl r THENCE South 56° 271 09" East a distance of 719.29 feet to a point for cornerl THENCE North 33° 321 S1" East a distance of 6/73 feet to a point for coraeri j THENCE North 24° 35' 13" Neat a distance of 47.41 feet to a point for corner THENCE North 19/ 581 00" Nest a distance of 127,40 fast to the POINT DP B20INNIM and containing 27,653 square feet of land, AM+ a [tNy DocoTrof/1My WOumht q ltoNOt\hlCRCUDd/,I fe1►~AtCfdd. doe 2 Of 2 E: u' ?1 s. i, Name 0 i N SEWAGE LIFT 200, OLD ALTON ROAD STATION - - r - r w r MON F-554-4 44 PROPOSED TEMPORARY \N C~~~1 S 11, ACCESS 6 CONSTRUCTION X\~ } 1~ EASEMENT PROPOSED PERPETUAL SEWER LINE EASEMENT EXISTING SEWER LINE 6 EASEMENT kORY CRfEy'~ (DACw63.2.85-0304) k Il ~yl City of Denton j Engineering k 7'ransportalion Department Right-of-Way Division A l ti $eee eci i I I LEWISVILLE DAM AND GARZA-LITTLE ELM LAKE DENTON COUNTYs TEXAS , PERPETUAL SEWER LINE EASEMENT TO THE CITY OF DENTON,,TEXAS FROM U,S,A. A tract of land situated in the County of Denton, State of Texas, being part of the A, Cannon Survey (A-232), and being a strip of land 20 feet in width and being more particularly described as followei i COMMENCING at Government Marker No, F-S54-4 for a re-entrant corner for a tract of land designated as Tract No, P-554 for Lewisville Dam and Garsa-Little Elm Lake, along a northeasterly boundary line for said Tract No, F-554, North 17° 301 53" West, 151.30 feet to a point for the easternmost corner for an easement for the City of Denton, Texas, Sewage Lift Station from U,B,A., recorded in Died Records of Denton County in Volume 1111, Page 678,(DACA-3.2.81-0724) and subsequently amended on July 14, 1982 (to correct field note descriptions) and recorded in Volume 1159, Page 583 of the Deed Records of Denton County, Texast THENCE South 72° 291 07" West along the southern boundary line of amid Sewage Lift Station tract a distance of 99.44 feet to the POINT OF BEGINNING! THENCE South 04° 561 14" West a distance of 222.91 feet to a point for corner, said point lying on a northeasterly 11ne of a 201 wide perpetual mower line easement described by centerline to the City of Denton, Texas from U,S,A. on October 12t"s 1984 (DACW63-2-85.0509)1 THENCE North 35° 34, 4111 West continuing along northeasterly line of said 1984 easement a distance of 30.79 foot to a point for corners THENCE North 04° 561 14" East continuing along an easterly line of said 1994 easement a distance of 191.24 feet to a point for corner, said point lying on the southern boundary line of said Sawagm Lift Station tractl THENCE North 72' 291 0711 East along the southern boundary line of said Sewage Lift Station tract a distance of 21,64 feet to the POINT OF BEGINNING and containing 4,142 square feet of land. t ,11~1 EXHIBIT My 1. ,ut,, F 1 FLPN':7~ 41 M11192 -ttPR CC l fi tLEWISVILLE DAN AND GARZA-LITTLE ELM LAKE DENTON COUNTY, TEXAS TEMPORARY ACCESS AND CONSTRUCTION EASEMENT TO THE CITY OF DENTON,,TEIIAS FROM U.S.A. A tract of land situated in the County of Denton, State of Texas, being part of the A. Cannon Survey (A-232), and being a strip of land 30 fast in width and being more particularly described as follows: COMMENCING at Government Harker No, r-554-4 for a re-entrant corner for a tract of land designated as Tract No. T-SS4 for Lewisville Dam and Garsa-Little Elm Lake, along a northeasterly boundary line for said Tract No. P-554, North 17' 30' 53" West, 151,30 feet to a point for the easternmost corner for an easement for the City of Denton, Texas, Sewage Lift Station from V,S,A., recorded in Dead Records of Denton County in Volume 1111, Page 678,(DACW63.2.81-0724) and subsequently amended on July 14, 1982 (to correct field note descriptions) and recorded i in Volume 1158, Page 503 of the Deed Records of Denton County, Texas) THENCE South 72' 29' 07" West along the southern boundary line of said Sewage Lift Station tract a distance of 66.98 Het to the POINT OF BEGINNING) THENCE South 04' 561 14" West a distance of 270,41 feet to a point for corner, said point lying on a northeasterly line of a 20, wide perpetual sewer line easement described by esnterlins to the City of Denton, Texas from U.S.A. on October 12th, 1904 (DACW63-2.85.0509)) ' THENCE North 35' 341 41" West continuing along northeasterly line of said 1984 easement a distance of 46.18 feet to a point for corner) THENCE North 04' $61 14" East a distance of 222,91 feet to a point for corner, sold point lying on the southern boundary line of said Sewage Lift Station tract) THENCE North 72' 291 07" East along the southern boundary line of said Sewage Lift Station tract a distance of 32.46 feet to the POINT OF BEGINNING and containing 1,400 square feet of land, Q0w1 ~ ;~Pr.` : n .40141 M „m, u. nr ooconr~uvrr:ormr.xrc~croci_r run ►mt1 eoa 1 Or 1 ~I i EXISTING SEWER LINE 6 EASEMENTS (DACW63-2-81-0724) N SEWAGE V - 100, LIFT STATION PROPOSED TEMPORARY ACCESS L CONSTRUCTION EASEMENT MON F-554-4 PROPOSED PERPETUAL SEWER LINE EASEMENT I CXISTING SEWER LINE 6 EASEMENT (DACV63-2-85-0509) jr . City of Denton Engineering & Transportation Department Right-of-Way Division A ri ~'Da v LEWISVILLE DAM AND GARZA-LITTLE ELM LARS DEMON COUNTY, TEXAS I ~ PERPETUAL SEWER LINE EASEMENT TO THE CITY OF DENTON, TEXAS FROM U B.A. A tract of land situated in the County of Denton, State of Texas, being part of the John Rogers Survey (A-1085) , and being a strip of land 20 feet in width and being more particularly described as follows: COMMENCING at a point lying in the centerline of an existing perpetual sewer line easement granted to the City of Denton on i November 3, 1981 (DACW63-7.81-0724) as recorded in Volume 1111, Page 678 of the Dead Records of Denton County, Texas and subsequently amended on July 14, 1982 (to correct field note descriptions) and recorded in Volume 1158, Page 583 of the a..a Records of Denton County, Texas, said point beating South 63° 311 42" West a distance of 520 feet from Corps of Eagineer■ Monument F-556-3t THENCE south 52° 21, 17" West a distance of 18.13 feet to the POINT OF BEGINNING, said point lying on a southerly line of said existing perpetual sewer line easement, Volume 1158, Page 583; THENCE South 52° 211 17" West a distance :f 36,36 feet to a point for corner; THENCE South 85° 431 17" West a distance of 205.63 feet to a point for corner, said point lying on a southeasterly line of said perpetual sewer line easement, Volume 1158, Page 583) THENCE North 75° 331 17" East along said southeasterly line a distance of 113.31 feet to a point for corners THENCE North 85° 431 17" East along a southerly line of said perpetual sewer line easement, Volume 1158, Page 58, a distance) of 124.47 feet to the POINT OF BEGINNING and containing 3,301 square feet of land, 6.,1 59 I A~ r,. tr EXHIBIT pum nta rt [T,gWT'N~CRCR CBJ 1~/[11N. duc 1of1 5 r V c, LEWIsvILLE DAM AND OARZA-LITTLE ELK LA" DENTON COUNTY, TEXAS E ~ TEMPORARY ACCESS AND CONSTRUCTION EASEMENT TO THE CITY OF DENTON, TEXAS FROM U.S.A. A tract of land situated in the County of Denton, State of Texas, being part of the John Rogers Survey (A-1065), and being a strip of land generally 30 foot in width (variable width at actual construction area) and being more particularly described as follows! BEamrNO at a point lying on the West line of an existing perpetual sewer line easement granted to the City of Denton on March 30, 1987 (DACW63-3-87-0603), said point bearing South 630 31' 42" West a distance of 345 feet from Corps of Engineers Monument F-556-31 THENCE South 63° 31' 42" West a distance of 140.81 feet to a point for corner) THENCE South 04° 161 43" East a distanca of 26676 feet to a point for corner! THENCE South 52° 21' 17" West a distance of 82.19 feat to a point for cornerf THENCE South 65° 43' 17" West a distance of 209.12 feet to a point for corners THENCE North 14° 26' 43" West a distance of 89.46 feet to a point for cornerf THENCE North 75° 33' 17" East a distance of 118.64 feet to a point for cornerf THENCE North 85° 43' 17" East a distance of 188.14 feat to a point for cornerf THENCE North 63° 31' 42" East a distance of 98 feet to a point for corner; THENCE North 00° 47, 37" East a distance of 618.88 feet to a poin, for cornerf THENCE South 34° 19' 00" East a distance of 52.16 feet to a point for cornerf THENCE South 00° 47, 37" West a dicta%ce of 594.50 feet to the POINT OF BEOINNINO ar.d containing 1.16 acres of land. C. My Document,`,My 4oC~mentrygCLDNJ71p1CII1701lI~TW.D IIGC111.doe 1 or 1 1 I r f ` I I I N i•=100' ,I m f MONUMENT F-556-3 ~I rl r P40011G 1CMOCRARI ACC[Sf R LCMSTRATI(S y CASCMCMT al I WI ►ROMSCO ►CASE"yE,m~ SMR UK USCKMi CRIST` (ANM"? I,- N e ~ . City of Denton Engineering & Transportation Department Right-oj-Way Division rr roaa ~J 1 i 3 I d~'coocoar t~O of 0t o ~ ra O~ c:p o M~ 4 OO oaooaa~°~ t~ t l r 4ILLL PROFESSIONAL SERVICES AGREEMENT FOR SITE EVALUATIONS FOR PROPOSED ELEVATED STORAGE TANKS I STATE OF TEXAS § COUNTY OF DENTON § j THIS AGREEMENT is made and entered into as of the 9th day of March , 1999, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Shimek, Jacobs & Finklea, L,L.P,, with its corporate office at 8333 Douglas Avenue, #820, Dallas, Texas 75225, hereWer called "CONSULTANT" acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLP1 EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, to provide engineering services to evaluate, rank and recommend sites for elevated storage tanks in the 900 and 826 Service Levels of City of Denton's water distribution system. ARTICI s' 11 SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT's proposal entitled Engineering Services Proposal, Site Evaluations for Proposed Elevated Storage Tanks, dated August 17, 1998, which proposal is attached hereto and made a part hereof as Exhibit "A" as If r written word for word herein. r B. CONSULTANT shall perform all those services set forth in individual task ordm which are attached to this Agreement as Exhibit Wand made a part hereof for all purposes as separate agreements. I 1 G t~ I i I C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, ate described as follows: A. During the course of the Project, as requested by OWNER, the CONSULTANT will be available to accompany OWNER's personnel when meeting with the Texas Natural Resource Conservation Commission, U.S. Environmental Protection Agency, or other regulatory agencies. The CONSULTANT will assist OWNER's personnel on an as- needed basis in preparing compliance schedules, progress reports, and providing general technical support for the OWNER's compliance efforts. B. Assisting OWNER or contractor in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this Agreement. Such services, if any, shall be famished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. C. Sampling, testing, or analysis beyond that specifically included In Basic Services. D. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. E. Appearing before regulatory agencies or courts as an expert witness in any litigation with third parties or condemnation proceedings arising from the development or construction of the Project, including the preparation of engineering data and reports for assistance to the OWNER. P. Providing geotechnical investigations for the site, including soil borings, related analyses, and recommendations. 0. Provide renderings by an artist of the recommended tank sites. ARM= PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts Page 2 f E c~ ti to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1, "Subcontract Expense" is defined as expenses incurred by the COIv'SULTANT in JE employment of others in outside firms for services in the nature of professional engineering, geotechnical and graphic artist. 2. "Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, based on the tasks shown In Exhibit "A" which is attached hereto and made a part of this agreement as if written word for word herein, the OWNER agrees to pay a total fee, including reimbursement for direct non-labor expenses not to exceed S 14,000, f Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or Ids fesignce: however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final five percent (S%) of the contract amount until completion of the Project Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the r maximum not to exceed fee as stated, without first having obtained written authorization A , from the OWNER. The CONSULTANT shall not proceed to perform the services listed d in Article III "Additional Services," without obtaining prior written authorization from the OWNER. Page 3 r r , r C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article 111, the CONSULTANT shall be paid based on the schedule of Charges at an hourly rate shown in Exhibit "A." Payments for additional services shall be due and payable upon submission by the CONSULTAN"r, and shall be in accordance with subsection ti hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%) per month from the said sixtieth (60°) day, and, In addition, the CONSULTANT may, after giving seven (7) drys' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE V! OBSERVATION AND REVIEW OF THE WORK M The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICI E Vil1 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in otherprojects shah be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT Is released from any and all liability relating to their use in that project. ARTIC V111 INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not es , an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. Page 4 c l i I I ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses an hereby expressly reserved, MUCUS INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above, A. Comprehensive General Liability Insurance with bodily injury limits of not less than 5500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 rot each occurrence and not less than S 100,000 in the aggregate. l B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits ornot less than $100,000 rot each accident. C, Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of tot less than $100,000 for each accident. D. Proression Li NiIn Insurance with limits of not less than Sl 000 000 annual a gregate. ~o naAt 435041~ i E. The CO LT s a nrntsh Insuranc rti testes or a swat a hcies at OWNER's request to evidence such covers The insurance policies shall name the OWNER as an additional insured on alt policies (excluding workers compensation and professional liability policies) and shall contain a provision that such Insurance shalt not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change orcancellation, serve substitute policies furnishing the same coverage, Page 5 c~ f 4 ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of altercate dispute resolution, such as mediation. No arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's ' approval. ARTICLE .l'LI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party, B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination Hill be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shalt render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to terminaton incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or famished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. fRESPONSIBILITY FORS CLLR MS AND LIABILITIES f i Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, Its employees, subcontractors, agents, and consultants. Page 6 c. i ARTICLE X1V NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personahy delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: To OWNER: Gary C. Hendricks, P.E. Howard Martin, Jr. Shimek, Jacobs & Finklea, L,L.P. Assistant City Manager of Utilities 8333 Douglas Avenue, 4820 City of Denton Dallas, Texas 75225.5816 215 East Mckinney Denton, Texas 76101 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV , ENTIRE AGREEMENT This Agreement, consisting of 10 pages and 1 exhibits, constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter heroof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable, In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the Intention of the stricken provision. ARTICLE X$11 COMPLIANCE 1WITH LAWS 4 , The CONSULTANT shall comply with all federal, state, and local laws, rules, J' \ regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. _ Page 7 ~J t• f III I I I ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers, of, or have any contractual relatizns with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. 8. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services, i ARTICLE XX ASSIGNABILITY i The CONSULTANT shall not assign any interest In this Agreement, and shall not transfer any interest in th' lSrcement (whether by assignment, novation, or otherwise) without the prior written consent o, Lne OWNER. AR ICLF ON No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or afrecting No Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XII MISCELLANEOUS II ~ A. The following exhibits are attached to and made a part of this Agreement: ! EXHIBIT "A"• Engineering Services Proposal i I . _ Page 8 a t, B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space In order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall He exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. 0. For the purpose of this Agreement, the key person who will perform most of the work hereunder shall be Mr, Gary Hendricks. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to i perform the services required herein. F. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, Including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perfomt services under this Agreement. 0. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement, IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULT has executed his A ent thr h its duly authorized undersigned officer on this the day of~J 19 C" OF DENTON, TEXAS C J I r C AtW==t* AN AOER Page 9 f c t, R ATTEST- 3ENNIFER WALTERS, CITY SECRETARY By' APPR ED A TO LEQAL FORM: KERB RT L. PROUTY, CITY ATTORNEY BY:4 CONS 9 Title: _ 1a~~~~~ Shhek, Jacobs do Finklus, L,L.P. WITNESS: BY w ~rm4i0 v erw«-Ay, r.►rcrr ~ihli n,f,C, ~Ald3S 4 Fii~~tr rl, t. c. P. 4 Page I0 i' er ' i ~ I i SHIMEK9 JACOBS & FINKLEA, L.L.P. CONSULTING ENGINEERS 8333DouatagAvenue, R8I0 Dallas. Texas 7!225•7116 Fax (If 4) 361-0204 Phone(214)361.7900 ROSS L. IAC011S, ►.E am-A.. RONALD Y. CONWAY. ►.E. JOHN W. 61RMOFF. ► E. JOE R. CARTER, ►.E. August 17, 1998 GARY C. NENDIUMS, ► E, I. C. RNKLEA, ►.E, Ms. Jill A. Jordan, P.E. Director of Water Utilities City of Denton 901A Texas Street Denton, Texas 76201 Re: Engineering Services Proposal Site Evaluations for Proposed Elevated Storage Tanks Dear Ms. Jordan: , As you requested, we are pleased to submit our engineering services proposal for assisting the City of Denton in site selection, evaluation and recommendations for the elevated storage links proposed to be constructed in the 90D and 845 Service Areas of the Water Distribution System. Based on our discussions with you, we anticipate our scope of services to include the following task: 1. Meet with the City Water Utilities staff and right-of-way agent to identify possible elevated storage tank sites available for consideration. This is expected to include property in the vicinity of the I.H. 33 and Loop 388 interchange and property in and around the University of North Texas. 2. Based on site visits, discussions with City staff and property values provided by the City, evaluate and 'v rank each proposed site. Factors to be included in the site ranking will include: A) Estimated value of property required b) Hydraulic operation of the tank c) Water distribution system improvements required for proper operation of the tank d) Site elevation Rnd relative tank cost thereof e) Site access and constructability 4 Impact on adjacent properties g) Availability of property 1 Prepare exhibits showing the location and configuration of top ranking sites. 4. At the dimtion of the City, prepare computer generated conceptual renderings of the top marking tank sites showing the proposed elevated storage tank(s) in relationship to existing surroundings. These renderings will show the proposed tank with a standard concrete column and a white bowl. Sptdal tank painting schemes are expected to be evaluated after specific sites are Acquired and during the detail design phase of the tank project I d,mur.wY Iell.n IIIIMr /n. t. r~ I~ Ms. till A. Jordan, P.E. City of Denton 1 August 18, 1998 Page No. 2 S. Present the study findings in a brief written report including a discussion concerning each site, comparison tabulations, exhibits and recommendations. b. If requested by the City, present the study findings to the Public Utility Board and/or the City Council 7. If requested by the City, facilitate discussions with City staff and property owners of the top raking sites in efforts to Imatiu acquisition of the property. 8. Provide up to 8 hours of mining on the use of the Cybemet 3.0 water distribution system hydraulic model We propose to be compensated for engineering services on this project based on actual salary cost times a multiplier of 2.33, computer time at $23 per hour and expenses invoiced at the actual amount times L I S. Based on the expected scope of services outlined above and our estimated hourly expenditures, we recommend the City budget $14,000 for our work on this project if you are in agreement with this proposal, please sigh and return one copy back to us. Or if necessary, we will prepare a formal agreement on the City's contract form. We very much appreciate the opportunity to provide the city of Denton with our proposal for engineering services and look forwr,-d to working with you and your staffonce again. We are available to discuss this proposal further at your convenience, ~ Ay Ouy C , Hyhdricks, P.E.` APPROVED FORTHE CITY OF DENTON: 46& Ail By, Jill lords P.E. Date: t fr L ; r I j 16AM1 l/ as "AW4 sdh:%l 6441 VP LaA+UM PUAUA blA. 7\V 14a 0jwd i MAY-17-arse Ort!!P aeC Q =14G0~0099 P.01 wawa • ' • rr CIRD 10025 2sta Lane,1 07 ~ 'a InsUrlnce Agency L.JtI✓V Da11411, TX 75236 AROJ Swea e Bt. Paul Ipauranga Comoanv Shlmek, Jacobs i Vinklea Amerieaa 11anuL,lttiltual (ltamoerl SJJ$ uouglas Avenue, Vuite 8:10 Cow I Vedas, TX 70325 +USS4 o ~►roiuaiouata Inat Co. pawn i11a1 M TD ENa1p1RW~~1}'►YI~MT 111a ~011a~ OF Mgs~yRll,~Iaa~L 1r►0~1'1a ~qY iWY~ M11<D TO Ra: waMial Ipl T! M~11W Md~Op O wG11 NA7 N Me ann~ MfL M6 WMJIMNOF~ an a}ISR M~~AiC naE Moil N,1~ eMRlagf Or u~yla elw.ri 4tlN RRaa~ pa ~p~!+wrs~YMa ~l TMMMYrMMe reuawalaaeeM N1f11ArM L l wrr nra _ A rdum*maww+lwrnv AP04647476 07/20/00 07/90/90 oaeswAnl i 2~Ct1 0 f nrwMlPnMraw LAIWKAMW a 1j0Q OYrfea~00M11110PiMf hYl er+a w WftAMraYyMMv ~ AX a^ CA06608448 07/70/98 07/20/99 aaraesraalaeuar a 1,A9~ ri oMrowma wua~uea 1r► Mmwnw a aasl~rsnwnos r w.~ruwaa a il~rm OapalA000•R Mr, wro ~ Oal/1 wa waa~e a _ urann A % uwuAKW "06647676 07/20/9e 07/28/19 1jOVV 0 0 Merearuraartp 700011370-00 % Ma. 00/01/90 05 ,/01/!! a1 90, awesv~w ~ 1L VwWM. W 0 enlw •r a C Professional PL609629.02 07/30/06 07/90/01 11i000a006 per Claim Liability Anal Aggretate srlartsaroPeel nw. The claims made prof, liab. coverage is the total a eta licit for all claims presented within the »olicy riod 6 is aabiact: to a daductibie. at rAd au o 19 . e 110I0 0Ai w w IN ARMS amIMan POIew 0 hMlel weaft "a arwseea rw *~aw6 Us wwau eeaPew en wsaer IS MAX A City of Denton r, Attnl Denies Ha of ~~~*A~aewa wwasPwswrerwemu" / ~ 01.8 Toxas S t . ePP wewea A• rra aeaM asses oee► awes Ne +Mwnwr aR wlam Denton, Tx 76201 Ma IN I$ I t r_J ~,aoocaac~o oO~yO` D+hr,~jQ, ~ O ~ 4~ ~ E ti ~ a~oaooaao~' ~ , , ti J a e: t 1499.2000 SERVICE AGREEMENT BSTWEEN THE CITY OF DENTON, TEXAS AND SICKLE CELL DISEASE ASSOCIATION OF AMERICA, GREATER FORT WORTH, TEXAS CHAPTER, INC. This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Sickle Cell Disease Association of America, Greater Fort Worth, Texas Chapter Inc,, a non-profit corporation, 2914 S. Rosedale Street, Ft. Worth, Texas 76103, hereinafter referred to as "Organization", I WHEREAS, City's Human Services Committee ("IISC") has reviewed the proposal for services and has determined that Organisation performs an Important service for the residents of Denton without regard to race, religion, color, age or national origin, and HSC recommends the purchase of services; and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; NOW, TIIEREFORE, the parties hereto mutually agree as follows: 1. SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: A. Educate residents of Demon about sickle cell disease. B. Establish screening and testing program to identify potential persons with the sickle cell disease or trait. C. Provide counseling, case management/intervention and referral services for sickle cell clients and family members. 1). Provide technical education to health cart and social service providers. i E. Conduct and/or participate in forums, seminars, and health fain to address sickle cell prevention and maintenance care, / organisation shall perform those services c1mribed in *he Work Statement herein attached as Exhibit A and incorporated herein by reference. k f 1 t IL OBLIGATIONS OF ORnANrxnTlnN In consideration of the receipt of funds from City, Organization agrees to the following terms and conditions: A. Five Thousand rkillars (S5,000) may be paid to Organization by City, and the only expenditures reimbursed from these 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. The Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program, C. the Organization will permit authorized officials of City to review its books at ,Ay time, D. The Organization Ai 11 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. F. The Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. P. The Organ ization will promptly pay all bills when submi Hod unless there is a discrepancy in a bill; any errors or discrepancies in bills shall be promptly repond to City's ]executive Director cf Finance, or her authorized representative, for further direction. G. the Organization will appoint a repre3entative who will be available to meet with City's Iixccutive Director of Finance and other Pity officials when requested. 11. no Organization 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, L The Organization will submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE n The services funded by City shall be undertaken and completed by Organization within the following time frame; PAGE 2 October 1, 1999 through September 30, 2000, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV, PAYMENTS A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a minimum amount of money not to exceed five Thousand Dollars (SS,000) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. EXCESS PAYMENT. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafler determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or I 3) Is not supported by adequate documentation to fully justify the expenditure. C . Organization's reimbursement request for any one month period will not exceed one-fifth (1!5) of any budgeted line items for costs as specified in Exhibit 13. D. DE:OBLIOATION OF FUNDS/REVERSION OF ASSETS. In the event that actual expen,litures deviate from Organizations provision of a corresponding level of performance, is specified in Exhibit A, City hereby reserves the right to reappropriale or recapture any such under expended funds. If City finds that Organization is unwilling and/or unable to comply with any of the terms of this Contract, City may require a refund of any and all money expected pursuant to this contract by Organization, as well as any remaining unexpended funds, which shall be refunded to City wi thin ten working days of a written request to organization to revert these financial assets. The reversion of these financial assets shall be in addition to any other remedy available to City either at law or in equity for h,rach of this contract. F. 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 lavolce requesting reimbursement of funds under this Agreement, within fifteen (I S) working days following the close of the contract period. Organization shall utilize the form agreed upon by City and Organization. zz~ V. EVALUATION PAGE 3 s Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Organization agr" to make available its futanch.1 records for review by City at City's discretion. In addition, Organization agrees to provide City t%e 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/beneficiary reports to be submitted in January, April, July and September, to include the following data: D, Organization agrees io submit quarterly financial statements in January, April, July, and September, Fach 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. F. To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Organization's record system shall contain sufficient documentation to provide in detail full support andjustification for each expenditure. Organization agrees to retain all books, records, documents, reports, and wzitten accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. 0. Nothing in the above subsections shall be construed to relieve Organizadon of responsibility for retaining accurate and current records which clearly reflect the level and benefit of scmices provided under this Agreement. VI. DIRECTORS' NI TINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof. Such notice shall be delivered to City in a timely manner to give adequate vice, and shall Include an agenda and a brief description of the matters to be discussed. Crganization understands and agrees that City's representatives shall he afforded access to all meetings of its Board of Directors. Minutes of all nitctings of Organization's governing body shall be available to City within ten r lr (10) working days of approval, I PAGE 4 a II V11. SU SPEN5£Q~i OR TERM1NATtoN A. The City may terminate this Agreement for cause if the Organization violates any covenants, agreen.cats, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. B. The City may terminate this Agreement for convenience at any time. If this Agreement is lerminatoi for convenience by the City, Organization will be paid an amount not to exceed the total amount of accrued expenditures as of the effective date of termination. In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made. In case of suspension, city shall advise Organization, In writing, as to conditions precedent to the resumption of fundin; 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 cWm City may otherwise have arising out ofthis Agreement. µr~ Vill. EQUAL OPPOR UNITY AND COMPLIANCE WITH LA A. Organization will submit for Cily approval, a written plan for compliance with the Equal Employrnent and Aftirmative Action Federal provisions, within one hundred twenty (120) days of the cftcctive date of this Agreement. B. Organizalio:m 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 dwertain compliance with local, Slate and Federal rules and regulations. 1). In the event of Organ ization's non-compliance with the non-discrimination req ilrements, fr the Agreement may be canceled, terminated, or sw;pended in whole or in part, and Organisation may t4 n be b-uTed from further contracts with City, IX. WARRANTIES i PAW 5 o c ' s. ORGANIZATION represenu 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 fin. acial conditions of Organization on the date shown on said report, and the resul}s of the operat?cm for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, In the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. U• 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. G. 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 arid conditions of this Agreement F. None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown In the financial statements furnished by 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. CHANOES AND AMENDMENTS A. Any alterations. additions. or deletic ns 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, n. Organization may not make transfers between or among approved line-items within z z budget categories set forth in Exhibit B without prior written approval of the Community a`. ' ' t> Development Administrator for the City. Organization shall request, in writing, ;he budget revision rr j in a form prescribed by City, and such request for revision shall not Increase the total monetary j PAGE 6 t. r obligation of City under this Agreement, In addition, budget revisions c,.nttot 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 H any portion of Exhibit B. D. It is understood and agreed by the parties hereto that changes in the State, Federal or local li"'s or regulations pursuant hereto may occur during the term of this Agreement. Any such modificatiom a•e 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 tame during the term of the Agreement, request changes In Exhibit A which may include an increase ci decrease in the amount of Organizations compensation. Such changes shall be Incorporated in a written amendment hereto, as provided in Subsection A of Ibis Sec L' F. Any alterations, deletions, or additions to the Contract Budget Detali Incorporated in Exhibit B shall require the prior written app, oval of City. O, Organization agrees to notify City of any proposed change in physical location for work performed under this Agreement at least thir,y (30) calendar days to advance of the change, ft. Organization shall notify city of any changes in personnel or governing board composition. 1. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. tl. INDEMNIF'ICATM A. It Is expressly understood ■nd agreed by both parties hereto that City is contracting with Organiratlon as an independent contractor and that as such, Organization shall sore and hold City, its officers, agents and employees bormless from all liability of any nature or kind, Including costs and expenses for, Oran account of, any claims, audit ettetpNonN demand., suits or damages of any character whatsoes,er resulting in -.;role or to part from the performance or omission of any employee, agent or representative of Organization. Ih. Organization agrees to provide the defense for, and to Indemnity and hold A t{ hormtcss City its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, etrpensts, and liability arising out of the use PAGE 7 I z t of these contracted funds and program administration and implementation except to the extent caused by the willful act or emission of City, its agents or employees. M. I "tom A. Organization shall observe sound bw'ness practices with respect to providing such bonding and insurance as would provide adequate covctage for services offered under this Agreement, B. The premises on and in which the activities described in Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Owncr/Tenant" coverage with City named as an additional Insured. Upon request of Organization, City may, at its sole discretion, approve alternate Insurance coverage arrangements. 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 Organlzation. Ali employees of Organization who are required to drive a vehicle in the normal scope and cm:rse of their employment must possess a valid Texas Driver's license and automobile liability insurance. Evidence of the a nployee's current possession of a valid license and insurance must be maintained on a current basis In Organization's files. E. Actual losses are not covered by insurance as required by this Section ate 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 Organization he notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation ?lilt. CON[1jCT 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 go, erning body, z B. Organization funhcr covenants that no member of Ili governing body or its stab, subcontractors or employees shall possess any Interest in or use hismer position for a purpose that is or gives the appearance of being motivated by desire for private gain for him;eifiherseif, or others; i particularly those with whlch he/she has family, business, or other ties. PAGE 8 1 I I II Y' I C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities In the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal Interest or the Interest In any corporation, partnership, or association in which, he has direct or Indirect Interest; or (2) have any Interest, direct or Indirect, In this Agreem it or the proceeds ther-of XIV. NEPOTISM Organization shall not employ In any paid capacity any person who is a member of the immediate family of any person who Is currently employed by Organization, or is a member of Organization's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, stepchild, half-brother and half-sister. XV, NOVCE Any notice or other writen instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or trot when deposited in the United States mail, postage prepaid, realstered orcertified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: 1 CITY ORGANIZATION City of Denton, Texas Director AItm,City Manager Sickle Cell Disease Aswciadon of America 215 E. McKinney Greater Port Worth, Texas Chapter, Inc. Denton, TX 76201 P.O. Box 50427 29:4 E. Rosedale Street ft. Worth, Texas 76105 Either party may change its mailing address by sending notice of change of addrem 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 crising thereunder to any party or parties, bank, taut company or other financial Institution without the prior written approval of City. PAGE 9 I r ~ f a: 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 actor failure of City to insist In any one or more 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 Organisation. 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 valve the effect of this provislon. D. This Agreement, together with referenced exhibits aid attachments, constitutes the entire agreement between the parties hereto, and any prior agnxment, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless property 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. This Agreement shall be Interpreted in accordance with the laws of the State of Texas and venue of any litigation conceming this Agreement shall be in a court of competent jurisdiction sitting in Den ton County, Texas, IN WITNESS ~EOF, the artics do hereby affix their signalums, and enter Into this Agreement as of the day of ;W' _ 5999. CITY OF DENTON, TEXAS I BY: _ )AC M LER, MAYOR PAGS 10 o ATTEST: .JENNIFER WALT'ERS, CITY SECRETARY R ©Y: A n C` i APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY BY: r SICKLE CELL DISEASE ASSOCIATION OF AMERICA, OREATER FORT WORTH, TEXAS CHAPTER, INC. B Y. 2e:l~ DIRECTOR ATTEST: J BY: SECRET Y ~ f I I 1 r 0 c III I i City of Denton - Community Development Division qualifying income Limits for Federally Assisted Programs LY_.)r999-2000 i City of Donlon - Community Developm gat Dlr 100 Qualifying Income Limits for Iederally Aaaiated Programs ~ 199a•9OD0 Minimum tntoma laveh i Famny Modwafe Income Low Incoma Vary Law Inc" &VwA p low Ineoml She 80%-88%AM[ 85%-61%AMI 80%-It%AMi 30%tlelowAMl 1 ;32,800•;28,501 ;28,800•;20,351 120,380•;12,201 112, ,atBebw 2 ;37,250•;30,281 ;30,250•;23,301 ;23,300•;13,981 1113,950 Or Bob* 3 ;41,000•11134,081 534,050•;28,201 ;28,200415,101 815100 aaebw 4 ;48,550•;31,851 ;31,850•1129,101 ;29,100•;11,451 ;17,ti;4ora** 5 ;50,300•;40,851 ;40,8x0.131,451 ;31,450•;16,851 ;18,880 or Below 8 ;54,000 •;43,901 $43.900.$33,761 ;33,150 •;20,251 W.260 of NOW 1 ;51,750 •;48,901 848,900 •;38,101 ;38,100 •;21,881 12580 or B*w a 881,450449,951 ;49,950•;38,401 138,400-;23,051 ;23,050 or 6@W Source, U.S Dopw"Ont Di HDUalnp and Urban Dewrbpmenl Edocht Oct* 1 1999 i lip ~i i i 1 1 / i t EXHIBIT "A" WORK STATEMENT SICKLE CELL DISEASE ASSOCIATION OF AMERICA GREATER FORTH WORTH, TEXAS CHAPTER, INC. • Educate residents of Denton about sickle cell disease. • Establish screening and testing program to identify potential persons with the sickle cell disease or trait. • Provide counseling, case managemendintervendon and referral services for sickle cell clients and family members, o Provide technical education to health care and social service providers. • Conduct and/or participate in forums, seminars, and health fairs to address sic',le cell prevention and maintenance care. i r .,A , . ' j i P I EXHIBIT"D" BUDGET SICKLE CELL DISEASE ASSOCIATION OF AMERICA GREATER FORT WORTH, TEXAS CHAPTER, INC. City of Denton Award $5,000 Personnel expenses 551000 Monthly Request $416.67 Personnel expenses will be used to pay for a portion of the salary of the Program Director for the Sickle Cell Disease Association of America, tlreaterft. Worth, Texas Chapter, Inc, The Program Director and staff devote pan of their time to work In the City • f Denton. All programmatic staff report to the Program Director. A~~ h i f 1 i ~o~~U00C00~p~~ a t ~ - c~ a ~~a~~~o ~ , f `Y l f Chap ' z Contract No. 192XXMIOI A SUPPLEMENTAL AGREEMENT NO. .0 TO AGREEMENT FOR THE INSTALLATION AND REIMBURSEMENT FOR THE OPERATION AND MAINTENANCE OF TRAFFIC SIGNALS WITHIN A MUNICIPALITY WHEREAS, on the _ 26Lday ofNovember l9_91 in Agreement for the Installation and Reimbursement for the Operation told Maintenance of Traffic Signals within a Municipality was entered Into by and between the Texas Department of Transportation, herei rafter called the "State," and the City of D=, hereinafter called the "City," and subsequently identified the agreement as contract No, 18 XNftnt 3: WHEREAS, the parties to this agreement have mutually determined that it Is necessary to amend the original agreement due to the following reasordreasons: • Change In the locations on EXHIBIT I • Revised EXHIBIT 2 NOW, THEREFORE, Contract No. 182JXXMIOII Is amended as follows- EXHIBIT I EXHBIT I is amended to add/delete the traffic signals(s) installations(s) at the Intersection(s) of 1,1133E and biavhilL'State Cchool A copy of the revised EXHIBIT I Is attached hereto and made a part of this agreement. EXHIBI 2 A copy of the revised EXHIBIT 2 is attached and made a part of this agreement. Article 4. Comeensation The maximum amount payable under this agreement is Increased from 514.119 88 ee~ year to S 16.158.88 per year in accordance with the above changes. Calculations for the Inrresseldecrease to the maximum amount payable are as follows: SUPPLEMENTAL - LOCATION I OF 2 2.gg r ti„ ~I TRAFFIC SIGNAL - TYPE R G R AMOUNT OF THIS SUPPLEMENTAL AGREEMENT S 1,742, ORIGINAL MAXIMUM AMOUNT PAYABLE PER YEAR S 6.968.tk1 TOTAL PREVIOUS SUPPLEMENTAL AGREEMENTS S 7.648JR REVISED MAXIMUM AMOUNT PAYABLE PER YEAR S_ 16.}};A-Aft ARTICLE S. Payment The amount of this supplemental agreement shown above shall be a prorated amount baud on the cost for the type of Installation calculated on EXHIBIT 3 of the original agreement and any increa -es or decreases caused by any subsequent supplemental agreements. The (quarterly) payment shall be adjusted accordingly. All other terms or conditions are unchanged and remain in fall force and effect. IN WITNESS WHEREOF, the State and the City have signed duplicate counterparts of the agreement. City or. _ Ofti THE STATE OF TEXAS B Executed for the Executive Director and approved for the Texas Transportation Commission for the purpose and effect of iezu & o yne _ activating and/or carrying out the orders, (Title) established policies or work programs by the Texas TramportationComrninion, (Date) ATTEST: APPROVED: t~ (City Secret ) By: Dallas District Engineer ~ Date, I Its, i,w SUPPLEMENTAL -LOCATION Z OF 2 Z.gg TRAFFIC SIGNAL - TYPE R { atmm~'seaer 4 t , 1 I EXHIBIT 2 TRAFFIC SIGNAL MAINTENANCE AND OPERATION PROVISIONS The maintaining and operating city agrees lo: I • Unless specifically noted elsewhere in this agreement, the signal timing and operational phasing shall be the responsibility of the city. 2. Inspect the highway traffic signal system a minimum of once every 12 months and replace bumed out lamps or damaged sockets as maybe required. Police, citizen, or other rWrts of burned out lamps or other damage, which could jeopardize safety, shall be repaired or replaced as soon as possible after the report, depending on the nature of the report. Otherwise, appropriate steps shall be taken to protect the public. The reflector and fens should be cleaned each time a lamp is replaced. All replacement lamps shall equal the wattage and type of the existing lamp. 3. Keep signal poles, controller pedestals, and foundations in alignment. 4. Keep signal poles and controller cabinets tight on their foundation(s) or pedestal(s), 5. Keep traffic and pedestrian signal heads aligned and property adjusted. Repair back plates where needed. 6. Check the controllers, conflict monitors, detector units, relays, pedestrian push buttons and detectors a minimum of once every 12 months to ascertain that they are functioning properly and make all necessary tepalrs and replacements. 7. Keep interior of controller cabinets in a neat and clean condition at all times. 8, Clean reflectors, leners, and lamps a minimum of once every twels a months. I 9. Repaint all corrosive susceptible highway traffic signal components exposed to weather with a non-lead based paint as needed in order to maintain a well kept appearance In the opinion of the Texas Department of Transportation's representative, Plastic signal heads and galvanized and aluminum components are excluded 10. Group relamp incandescent tamps of all highway traffic signal heads at the expiration of the average rated lamp life or replace the lamps on a burn out balls. 11. Repair or replace any and all equipu;;,+t that malfunctions or is damaged. r~ . EXHIBIT 2 - MAINTAIN AND OPERATE i OF 2 6 97 l TRAFFIC SIGNAL - TYPE R I I I t c I I I I .I i ~ I 12. Provide alternate traffic control during a period of failure or when the controller must be repaired. This may be accomplished through installation of a spare controller, placing the intersection on flash, manually operating the controller, or mantu t directing traffic through the use of proper authorities. In addition, barricades and warning signs shall be provided In accordance with the requirements of the latest edition of the JuALhuuugM Uniform Trafrc control yam. I 13, Provide maintenance personnel trained In the maintenance of traffic signal equipment who will be available to respond to emergency calls from authorized parties 24 hours a day, Including Saturdays, Sundays, and holidays. 14. Provide the State and local law enforcement agencies the location and respective names and telephone numbers of individuals responsible for emergency maintenance, 15. Drumt.nt routine observations during the year by trained City personnel of the traffic signal opersttrn at Lich traffic signal during various times of the day to acquire fslr distributio7 of time for all traffic movements (phases) during varying raffic conditions, i 16. Check cabinet filter a minimum of once even, six months and clean If necessary, Cabinet filter shall be replaced every two years, 17. Document all chc.ks and corrective actions in a separate log book for each Intersection. 18. Lt metropolitan cities where Intelligent Transportation Systems arwor incident management systems are being Implemented the signal timing will be the responsibility of the city in cooperation with the Texas Department of Transportation. Traffic accidents, Inclement weather, special events, maintenance And construction activities are a few of the causes of nonrecurrent congestion. Nonrecurrent congestion often changes the normal traffic demand patterns, Effective and efficient movement of , traffic through the transportation network during periods of nonrecurrani con estl be considered In the design and operation of all traffic management systems g on must traffic signal systems, Priority should be given to freeway or expressway fro,n~eeo~s when nonrecurrenI congestion occurs on freeway or expressway main lanes. 19. Power costs shall be billed directly to the State, I i 0,1 EXIII6!T 2 - MAINTAIN AND OPERATE 2 OF 2 A 1y TRAFFIC SIONAL - TYPE R 6 9] 1 i I o {I i i EXHIBIT 1 Signrlized intersections on State Highways Iceated with 0i City of DeMnn LOCATION TYPE OF SIGNAL 1. I,H. 35E ® Loop 288 Diamond Interchange with one controller 2. I.H. 3SE @ F.M. 2181 Diamond Interchange with one controller 1 3. I.H. 35E ® U.S. 377 Diamond Interchange with one controller 4. I.H. 35E ® U.S. 380 Diamond Interchange with one controller S. I.H. 35E ® Avenue D Diamond Interchange with one controller 6. I.H. 3SE Q F.M,1SIS Diamond Interchange with one controller 1 7, I.H. 3S ® U.S. 77 Diamond Interchange with one controller i 8. LH. 3SE @ U.S. 77 Flashing Beaton 9. 1.H. 3SE ® McCormick Diamond Interchange with one controller { 10. LH. 33E Q MayhilLState School Diamond Interchange with one controller ~I j EXHIBIT 1 -LOCATION 1.. I 1 rt IJ TRAFFIC SIGNAL - TYPE R se 96 j t ~J c 00 `yo MOT a ! 4 o` - tiQ 0 E ~ I p hro N ooh oaaoobo~' u , Contract No.--189X 08 005 CSI: O i 96-01.08 f STATEOFTEXAS § COUNTY OF TRAVIS § AGREEMENT FOR THE FURNISHING OF TRAFFIC SIGNAL EQUIPMENT BY A MUNICIPALITY THIS AGREEMENT is made by and between the State of Texas, acting through the Texas Department of Transportation, hereinafter called the "State," and the City of _ Denton Denton County, Texas, hereinafter called the "City," acting by and through Its duly authorized officers as evidence by ResolutiorJOrdinance No- - NIA_, hereinafer acknowledged by reference. WITNESS :TH ( WHEREAS, the State owns and maintains a system of highways and roadways, including 1H 3SE in the City of Denton and WHEREAS, the City has requested the State to reimburse the cost of furnishing the traffic signal equipment at the Intersection(s) of III 35E at blayhil4$tale School Rd hereinafter called the "Project;" and WHEREAS, the State and City wish to cooperate In the construction of this Project; and WHEREAS, the City desires that equipment be provld,:d that Is compatible with standard signal operation and/or existing City equipment: and WHEREAS. it is in the best interest of the City and the State for the City to assist the State by furnishing trarGc signal equipment on th t Project; and WHEREAS, on this day of _ January 1995the Texas FTSEM:FEDI 6.99 Iof12 i t u I i r, I i I I ~I Transportation Commission passed Minute Order No, 104910 , approving the Project; and i WHEREAS, the Project has been designated as a federal•ald program and thus this agreement shall be made in accordance with Federal Highway Administration (FHWA) procedures and regulations; and WHEREAS, the State is authorized to enter into an agreement with the City for the ojcct pursuant to Article 6673•b, V,T.C.S.; AGREEMENT NOW THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties hereto to be by them respectively kept and performed as hereinafter set forth, it is agreed as follows: ARTICLE 1, CONTRACT PERIOD This agreement becomes effective on final execution by the Stale and shall remain in effect as long as said traffic signal equipment is In operation at the described location and the signal project Is incomplete, or unless otherwise terminated or modified as hereinafter provided. ARTICLE 2, CONSTRUCTION RESPONSIBILITIES A. For all items of construction other than furnishing the traffic signal equipment, the State will ; repare the construction plans, advertise for bids, and let the construction contract, or otherwise provide for the construction and will supervise the construction as required by said plans. The State will secure the City's approval of construction plans prior to award of contract. D. The furnishing of the traffic signal equipment will be part of the construction to be underiat, m by the City, and The State will reimburse the City for its contribution to',he Project, as prescribed under Article 3, "Compensation." ARTICLE 3. COMPENSATION A. The maximum amount under this agreement without modification Is S 9~ MA A cost estimate of the traffic signal equipment furnished by the City under this agreement is marked Exhibit "A," attached hereto and made a part of this agreement. B. ',he State wili reimburse the City the cost of furnishing the traffic signal equipment rr, fTSEM FE01 6-99 2of12 C 1 C~ 1 according to the location and manner of construction as shown and described in thr. plans and specifications. C. The State will reimburse the City for properly supported costs incurred under tho terms and conditions of this agreement. Costs incurred prior to the issuance of a written "Work Order" by the State will not be reimbursed. Reimbursement will be made by the State to the City for applicable labor, equipment use, materials, supplies, travel expenses, and warehouse or material handling charges provided the City has paid from City funds their obligations covering items of costs previously billed. D. The City shall comply with the cost principles established in OMB Circular A-87, "Cost Principles for State and Local Governments." ARTICLE 4. PAYMENTS A. The City shall submit the State's Form 132, Billing Statement, or other type of invoice acceptable to the State upon completion of the Project and the State's acceptance thereof, B. An original and four (4) copies of the Biltirg Statement should be subrtilled to the following ar' cress: Texas Department of Transportation Atin Director of Transportation Oncrationv _ PO Box 3067. DallasM 75221.3067 C. All billing statements shall be properly documented, summarizing the costs by description or work perfort,aed, quantity of materials and devices, unit price, labor costs, and extcnslons. 17. The State shall make payment to the City within thirty (30) days from receipt of the City's request for payment, provided that the request is properly prepared, executed, and documented, E. Unsupported charges or charges after final acceptance by the State will not be considered eligible for rrlnibursemcni. The State will prepare a final audit upon completion of the work mrthorizcd or at any time an audit is deemed to he in the best Interest of the State, ARTICLE S. PERSONNEL, EQUIPMENT, AND MATERIAL A. 'T'he City will use applicable labor and supervisory personnel employed directly by the City, and use City-owned machinery, equipment, and vehicles necessary for the work. In the • A''~ " ITS EhI TED I 698 3 of l2 a event that the City does not have the necessary machinery, equipment, and vehicles necessary to perform the work, tha City will follow applicable federal and state laws, rules, and regr'ittions relating to procurement of goods and services with federal and state funds and accounting for federal and state funds. These applicable requirements may include the following; (1) Engineering and architectural services must be procured In accordance with 23 CRF 172 and with Texas Government Code 2254 subchapter A (2) In the event the City awards contracts for construction services c• performs work with City forces, the City will conform with 23 CFR 635 and 23 CFR 633, as applicable. HIWA Form 1273 shall he included in any contracts awarded for construction. The State will review and approve the contract letting and award process of the City prior to the letting of such contracts. It the event the City performs force account work, the City must comply with 23 CFR 635 Part 13, which requires that a finding of cost effectiveness be made. B. Reimbursement for the use of materials purchased by other than competitive bld procedures will be made only if such procedures are shown to be in the public Interest and provided the Stale shall have given prior approval for the use of said materials. All materials used for the work shall be new and undepreciated, ARTICLE' 6. INSPECTION OF WORK A. The State shall make suitable, frequent, and complete inspection of all materials and equipment, and the work of installation to determine and permit certification that the Project and its components nuct all applicable requirements of the plans and specifications in suitable , condition for operation and maintenance by the City after its completion. R. The City wih' provide opportunities, faciliti.t and representative samples, as may be required, to enable the State to carry on suitable, frequent and complete Inspection of all materials and application incthods, sufficient to afford do!rr,iination and certification by the State that all parts of the installation and the component materials comply with the requirement< of the approved plans and specifications. The State will promr;ly notify the city of any failure of materials, equipment, or installation methods, and the City will take such measures as necessary to obtain acceptable systems components and installation procedures without delay. FTSENI ID1 6-98 4 ofi2 i u ARTICLE 7. TERMINATION A. This agreement may be terminated by one of tl a following conditions: (1) By mutual agreement and consent of both parties. (2) By the State giving written notice to the City as a consequence of failure by the City to satisfactorily perform the services and obligations set forth In this agreement, with proper allowances being made for circumstances beyond the control of the City. (3) By tither party, upon thirty (30) days written notice to the other. If the agreement is terminated in accordance with the above provisions, the City will be responsible for the payment of Project costs in,urred by the State on behalf of the City up to the time of termination. (4) Upon completion of the terms of this agreement, B. The termination of this agreement shall extinguish all rights, duties, obligations and liabilities of the State and City under this agreement. If the potential termination of this agreement is due to the failure of the City td fulfill its contractual obligations as set forth herein, the State will notify the City that possible breach of ccntract has occurred. The City should make every effort to remedy the breach as outlined by the State within a period mutually agreed upon by both parties. ARTICLE g. INDEMNIFICATION The City acknowledges that it is not an agent, servant, or employee of the State, and that it Is responsible for its own acts and deeds and for those of its agents or employees during the performance of contract work. 4% RFICLE9. REMEDIES Violation or breach of contract terms by the City shall be grounds for lermination of the Agreement, and any increased cast arising from the termination be paid by the City, This Agreement shall not be considered ae specifying the exclusive remedy for any default, but all remedies existing at law and in equity may be availed of by either party and shall be cumulative, As , F'FSEM, FED I 6-98 Sof12 t 0 c• . it- ARTICLE 10. DISPUTES The City shall be responsible for the settlement of all contractual and adm'iistrative is!ues arising out of procurement entered Into in support of contract work, In the event of a dispute concerning the work performed hereunder the Executive Director of the State shall act as referee, and his decision shall be final and binding. Any dispute concerning the work performed hereunder, the cost of work performed hereunder, or any non-procurement Issue shall be settled in accordance with Title 43, Texas Administrative Code, Section 1.68, "Contract Claim Procedure." ARTICLE 11. SUBCONTRACTS Any subcontract for services rende,ed by individuals or organizations not a part of the City's organization shall not be executed without prior authorization and approval of the subcontract by the State and, when federal funds are involved, the U.S. Deparitnent or Transportation. Subcontracts In excess of $25,000 shall contain all required provisions of this contract. No subcontract will Hieve the city of its responsibility under this contract. ARTICLE 12. ADIENDMENTS Changes in the time frame, character, respons bilitics or obligations authorized herein shall be enacted by written amendment. Any amendment to this Agreement must be executed by both patties. ARTICLE 13. INSURANCE (Mark out the rollowing paragraph that Is not applicable) f1fiff 10 lilt Gly re14PM6;Mg ANY WFOA SH this PFOJOQI, 111i Q11)' 814fill fOM1911 ie the ;laid in Nil kree amd Wee! eq isms vA this Pvejee! 6449 FTSEM: FED 1 6-98 6of t2 l i f . V D. Self Insured Prior to the City performing any work on this Project, the City shall furnish to the State a completed Certification of Insurance (Form 20.102, latest version) and shall maintain its self- insurance program in full force and effect as long as this Project Was. The State understands that the City is a self insured entity for public liability purposes. ARTICLE 14. SUCCESSORS AND ASSIGNS The City shall not assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the State. ARTICLE IS. INSPECTION OF CITY'S BOOKS AND RECORDS The. State shall, for purpose of termination of the agreement prior to completion, examine the books and records of the City for the purpose of checking the amount of the work performed and/or materials furnished by the City at the time of contract termination. The City shall maintain all books, documents, papers, accounting records and other documentation relating to costs incurred under this agreement and shall make such materials available to the State, Federal Highway Administration tHH'.VA) or its duly authorized representatives for review and inspection at its office during the contract period and for four (4) years from the date of final acceptance of the work defined under this contract, or antil pending litigation or audits are completely resolved. Additionally, the State, PIIWA and its duly authorized represe,,tatives a,,all have access to all records of the City which are directly applicable to this agreement for the purpose of making audits, examinations, excerpts and transcriptions. ARTICLE 16. LEGAL CONSTRUCTION In case a,ay one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, Illegality, or unenforceability shall not affect any other provision thercof, and this Agreement shall be construed as if such Invalid, illegal, or unenforceable provision had never been rontalned ho-rein. ARTICLE 17. GOVERNING LAWS AND VENUE This Agreement shall be construed under an. In accordance with he laws of the Sta+e of Texas. Any legal actions regarding the parties' obligations under this Agreement must be filed in Travis Ay ~ FTSEM+ED I 6.98 7 of 12 4 4 , i County, Texas. ARTICLE 18, PRIOR AGREEMENT'S SUPERSEDED This Agreement constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral agreements between the parties respecting the within subject matter, ARTICLE 19. OMB A•133 AUDIT REQUIREMENTS The City shall comply with the requirements of OMB Circular A•133, "Audits of States, Local Governments, and Non-Profit Organizations" and shall promptly furnish the State a copy of each audit report, The City shall be responsible for any lands determined to be ineligible for federal reimbursement, and shall reimburse the State Vie amount of any such funds previously provided to it by the Staic. ARTICLE 20. PROCUREMENT AND I'ROl'13RTY MANAf FMENT STANDARDS The City shall adhere to the procurement standard, established Title 49 CFR Part 18.36 and the property manageme it standards established in Title 49 CFR Part 18,32. The City shall maintain procurement standards which neet or exceed the requirements, as appropriate, outlined in the Fcdcrul Office of Manage+rtent and Budget Circular A•87, Oost Principles for State and Local Governments. ARTIC1, E 21. COMPLIANCE WITH LAWS The City shaii comply with all federal, stale and loc,d laws, statutes, ordinances, rules and regulations, and the orders and decrees of any cuurt, administration bodies, or triSunals In any mutter urfccting the performance of the agreement, Including without limltutlori, worker' compensation laws, minlmu,+t and maximum salary and wage statutes and regulations, And licensing laws, permits and rcgula ions, When required, the City 00 furni;h the State with satisfactory proof of compliance, r FTSPM.I1D1 6.91 8 of 12 +y S c~ ARTICLE 22, CIVIL RIGHTS COMPLIANCE During the performance of this contract, the City, for itself, Its assignees and successors in interest (hereinafter referred to as the "City"), agrees as follows. (1) Compliance with Regulations: The City shall comply with the regulations relative to nondiscrimination in Federally assisted programs of the U.S. Department or Transportation, Title 49, Code of Federal Regulations, Part 21 and Title 23, Code of Federal Regulations, Part 710.405(b), as they may be amended from time to time (hereinafter referred to as the Regulations), wht:h are herein incorporated by reference and made a part of this contract. I (2) Nondiscrin:inatlon: The City, with reward to the work performed by it during the contract, shall not discriminate on the grounds of rice, color, sex, or national origin In the selection and retention of subcontractors. Including procurements of materials And losses of equipment, The City shall not participate by Section 21.5 and Part 110.405(b) of the Regulations, Including employment practices when the contract covers a program set forth in Appendix 8 or the Regulations. (3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the City for work to be performed under a subcontract, including procurements of materials or leases of cquipmcm, each potential subcontractor or supplier shall bo notified by the City of the City's obligations under this contract and the Regulations relative to nondiscrimination on the grounds , of race, color, sex, or national origin, (4) Information and Reports: The City shall provide all Information and reports required by the Regulations, or directives issued pursuant thereto, and shall permit access to its hooks, records, accounts, other sources of information, and Its facilities as may be determined by the Texas Department of Transpoitatlon or the U.S. Department of Transportation to be pertinent to mccrtain compliance with such Regulations or directives, Where any Information requlred of a City 1s In the exclusive possession or another who fails or refuses to furnish this Information, the City shall so certify to the Texas rkparinwrit of Transportation or the U.S. Department of rmiXED1 6-98 9 of 12 i i j I l+ I Transportation, as appropriate, and shall set forth what efforts it hos made to obtain the Information. (S) Sanctions for Noncompliance- In the event of the City's noncompliance with the nondiscrimination provisions of this co,nract, the fcxas Department of Transportation shall Impose such contract sanctions it or the U.S. Department of Transportation may determine to be appropriate, including, but not limited to: (a) withholding of payments to the City under the contract until the City complies and/or (b) cancellation, termination, or suspension of the contract, in whole or in part (6) Incorpuratton of Provisions: The City shall Include the provisions of paragraphs (1) through (6) in every subcontract, Including procurements of materials and leases of equipment, unless exempt by the Regulations or directives Issued pursuant thereto. The City shall take such action with respect to any subcontract or procurement as the Texas Department of Transportation or the U.S. Wpartment of Transportation may direct as a means of enforcing such provisions Including sanctions for noncompliance, provided however that In the event a City becomes involved In, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the City may request the Texas Department of Transportation to enter Into such litigation to protect the Interests of the State; and, In addition, the City may request the United ' States to enter Into such litigation to protect the Interests of the United States. ARTICLE 23. EQUAL. EMPLOYMENT OPPOk'I I,tNITY The City agrees to comply with Cxecutive Order 11246 entitled "Equal Employment Opportunity" as amended by Cxecutiva Order 11373 nrd us sufplemented In Department of Latwr Rcg'alations (41 C17R 60). ARTICLE, 24. MINOII1TV BUSINESS ENTI.RERISE PROGRAM REQUIREMENTS It is the policy of the Department of Transportation that Minority business Enterprises as defined in 49 CER I'm 23, Subpart A, shall have the maximum opportunity to participate In the performance of contracts financed In whole or In part with Federal funds. Consequently, the w VI'SEMYED1 6.49 10 of 12 I 1 O C 1 9. Minority Business Enterprise requirement of 49 CFR Part 23, exclusive of Subpart D, apply to this contract as follows, The City agrees to Insure that Minority Business Enterprises as defined in 49 CFR 23, Subp4l A, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or In part with Federal funds. In this regard, the City shall lake all necessary and reasonable steps in accordance with 49 CFR Part 23, exclusive of Subpart D, to Insure that Minority Business Enterprises have the maximum opportunity to compete for and perform contracts. The City and any Subcontractors shall not discrlminnie ou the basis of race, color, national origin or sex In the award and performance of contracts funded In whole or part with Federal funds. These requirements shall be physically included in any subcontract. Failure w carry out the requlremcnts set forth above shall constitute a breach td contract and, after the notification of the Dopartmevt, may result in termination of the contract by t'te State or other such remedy as the State deems appropriate. ARTICLE 25. DEMARNIENT CERTIFICATION (APPLICABLE TO , AGREEMENTS WHICH EXCEED $100,000) The City is prohibited from making any award or permitting at any tier to any party v hluh Is debarred or suspended or otherwise excluded from or ineligible for participation In federal assistance programs under Executive Order 12549, Debarment and Suspension. The City shall require any party to a subcontract or purchase order awarded under this contract as specified in Title 49 of the Code of Federal Regulation, Part 29 (Debarment and Suspension) to cerlify Its eligibility to receive rederal funds and, when requested by the State, to furnish a copy of the certification. A# PTSEM:FED1 b-98 Ilofl2 'i f 4 JJ, 1 I i 1 IN WITNESS WHEREOF, the State and the City have signed duplicate counterparts of the agreement i City of: Denton THE STATE OF TEXAS I Executed for the Executive Director and Y040 Ad5olp" If a, approved for the Texas Transportation (Na Commission under the Authority of Minute Order (00002 and Stand Alone Manual -6A. Notice 98.3, for the purpose and effort of (Title) activating and/orcanying out the orders, established policies or work programs by a~ ' t'ie Texas Transport9tion Commission. (Date ) ATTEST: APPROVED: , %Aj ey: ~l y Secretary Dial Ic 9081 *f Dallas District 6.98 f•'fSEKI:ED I 12o(12 n u , I I I / EX111BIT "A" Cost Satimate for State 3chooVMayhiI[ al 111 35H TroMc Signal Controlbr and Cabinet Cabinet PW Controller (PEE X SC3000) S 830000 Labor l Nmior 2 ® 38.02 76.04 Transporlation Managcr 10 23.49 2345 Tragic Signal Tech R 30 17,93 538.50 13 Tragic Signal Tech 11 20 12,97 239,40 Traffic Signal Tech 1 30 PJ 1138 347,40 TraMo Signal Tech 1 20 1 I S8 231,60 Cbnsuhant Traffic Eingincer 10 7$.00 730,00 TOTA.L 3 i8y13784 1 I I I I i i i i t i concacr~/vfy, ~ O~p~~ p 1 D f ,y~~ d ti~ ~ ~ R ~ ti ~ ~ ~~6U6~~~ e f'. p C, t, i STATE OF TEXAS § COUNTY OF DEN'TON § PROFESSIONAL SERVICES AGREEMENT FOR SIEC14ANICAL AND ELECTRICAL ENGINEERING SERVICES PERTAINING TOTHE SECOND FLOOR RENOVATION OF THE CITY OF D114TON SERVICE CENTER BUILDING IIS AGREEMENT is made and entered into as of the j~ -day of _ _ 1999, by and between the City of Denton, Texas, a Texas Municipal Corpo„s n, w ir, principal offices at 215 E. McKinney Street, Denton, Texas 76201 (hereafter "OWNER") and , , Toub A Associates, Inc. a Corporation, with its offices at 13641 Omega Road, Dallas, Texas 7$244 (hereafler "CONSULTANT'); the parties acting herein, by and through their dulyauthodicd rcprescntali ves and officers. WITNESSETII, that In consideration of the covenants and agreements herein conlalrlod, die parties hereto do mutually AGREE as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an indepene.stt contractor, and the CONSULTANT hereby agrees to perform the services herein In connection with the Project as stated in the Articles to follow, with diligence and in accordance wish the professional standards customarily obtained for sucl, services in the State of Texas. The professional services set forth herein are in connection with the following described project (the "Project"); , Professional mechanical and elecldcal engineering services, and the preparation of plaiu< and specificetions pertaining to the second floor renovation of the City of Denton Service Center Building (hereafter "Service Ccnler'). ARTICLE H SCOPE OF SERVICES The CONSULTANT shall perfomi the following basic services in a professional manner: A. Site visit and veri Acation crexisling building mechanical and electrical systems. If. Outline for the demolition of the existing air distribution system. C. Ucsign or a variable volume air distribution system consisting of modium and low pressure ductwork, Icrmiral boxes, hydrontc heating distribution, air devices and associated controls f compatible with the existing energy mansgemenl system. D. Design of assoelalcd plumbing revisions and additions including lixtures and piping. 4"IM, yw yfwih"INOA4eru KA& page i or 110 o c. 1 k F. Design for the modifications and the expansion of the lighting and power distribution systems. F. Construction Administration scr-0 es as related to the niechanical and electrical portion of the Project, to include assistance in the ava' anon of bids, shoj drawing review, three (3) job-site visits for construction meetings, and observation punch lists [two (2) interim and one (1) final), and review of final OWNER's documents, such as 0&M manuals and as-built drawings. G. One (1) set of master (reproducible) plans and specifications. ARTICLE III i ADDITIONAL SERVICES Any additional services to be perfomtod by the CONSULTANT, if authorized by the OWNER, which arc not included iu the above-dcsa;b.^d Scope of Services, set forth in Article It. above, shag be later agreed-upon by the parties, who shall determine, In writing, the scope of such additional rervices, the amount of compensation for such additional services, and other essential terms pertaining to the provision of such additional services by the CONSULTANT, ARTICLE IV PERIOD OF SERVICE This Agreement shall become efl'ect;ve upon execution by the OWNER, utd the CON" ULTANT and upon the issuance of a notice to proceed by the OWNER, end shall remain in I force for the period which may reasonably be required for the completion of the Project, Including ; Additional Services, if any, and any required extenslons approves by the OWNER, CONSULTANT requires twenty-one (21) calendar days from receipt of an executed original of this , Agreement or a notice to proceed and final architectural plans, This Agreement may be sooner temtinatcd ht accordance with the provisions hereof. Time is of the essence In this Agr"ment. ARTICLE V COMPENSATION A. COMPENSATION TERMS; I, "Subcontract Expense" is defined as expenses incurred by CONSULTANT in the employment of others in outside firms, for services in the nature of professlonal engineering, or related services. Any subcontract or subconsultant billing reasonably incurred by the CONSULTANT in et„t colon with the Project shall be invoiced to OWNER at the actual cost. 2. "Direct Non-Labor Expense" is defined as that expense, based upon 1.1 times actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT In the perrormance of this Agreement for travel outside of the ballas Melroplex area, long distance telephone charges, Ielecopy charges, messenger seniees, printing and reproduction expenses, out-or-pocket expanses for purchased compulte time, plotting scnices, energy calculations; t,nd similar Incidental expenses intuited 1n connection i Page 2of 10 ' c~ ail I I~ I f i with the P1 oject. B, BILLING AND PAYMENT: For and in considcratio:i of the professional services to be performed by the CONSULTANT herein, the OWNLR agiecs to pay CONSULTANT, based upon the satisfactory completion of the Tasks set foilh in the Scope of Serviced as sho~~n in Article 11 above; as fol;ows: I. For the basic services described in Article I[ above, a lump-sum fee of $ 21,400.00. This rec is based upon the premise that the OWNER shall provide the CONSULTANT with elntronic files and printed back-ups of the architectural backgrounds. 2. For the "direct non-labor expenses" dcscnbed in Article V,A.2, above, such expenses shall not exceed the sum of S 750M, OWNER and CONSULTANT agree that the not to exceed expense am,Aunt o, S 750.00 is not Included in the fee for the basic services provided for in Article V,13. 1. abov^, but is in addition thereto, Ni tial payments to the CONSULTANT will be made monthly based on the percent of actual completion or he basic cervices, rendrrnl to and approved by the OWNER through its Assistant City Manager for Utilities or his designees; however, under no circumstances shall any monthly statement for scn9ces exceed the value of the work performed at the time a statement is rendered. The OWNER may withhold the final ten (10%) percent of the above fcc amount until satisfactory completion of the Project by the CONSULTANT. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the Assistant City Manager for Utilities or his designee, or which is not submitted to the OWNER in compliance with the terms of this Agreement. The OWNER shall not he required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement ,vhich would require additional payments by the OWNER for airy charge, expense or reimbursement above the lump sun fees and the ntaximunl not to crcecd fees as stated hcreinabove, without first having obeained the prior wriiien authoriralion from the OWNER. CONSULTANT shall not proceed to perform any services to be later provided for under Article Ill. "Additional Services" without obtairdng prior written authorizalion from OWNER, I C. ADDI I70NAL SERVICES: For additional services authorized In writing by the OWNER in Article III, hereinabove, CONSULTANT shall be paid based on a to-be-Agreed-upon Schedule of Charges. Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with Article V.115. rA` , hcreinahove, Stalcmcnts shall not be submitted to OWNER more frequently than monthly, D. PAYNIEN'f: If the OVt'NCR faits to make pay.ncnis due the CONSULTANT for services and expenses withln sixty (60) days atlcr receipt of the CONSULTANTS undisputed statement thereof, the , 4..y4' I1N lM lf..n..1..,, .0 rd A W n HA d, Page 3 or E 0 , a amounts due the CONSULTANT will be increased by the rate crone percent (I%) per month from the said sixtieth (60th) day, and in addition, the CONSULTANT may, after giving ten (10) days' written notice to the OWNER, suspend servtccs under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges, provided, however, nothing herein shall require the OWNER to pay the late charge of one percent O%) per month as set folut herein, if the OWNER reasonably determines that the work Is unsatisfactory, in accordance vrith Article V, B. of this Agreement. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence In discovering and promptly reporting to the OWNER any defects or deficiencies In the work of the CONSULTANT or any of its subcontractors or subconsultanls. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANTS subconraclors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of the OWNER upon the lennination of this Agreement. The CONSULTANT Is entitlM to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are Inrtnded only to be applicable to this project and OWNER's use of these documents in other projects A 0 be at OWNER's sole risk and expense, h the event the OWNER uses The Agreement in anothet project or for other purposes than specified herein any of the Information or wtatcrials developed pursuwil to :his agreement, CONSULTANT Is released from any and all liability relating to their use in that project. AR NCLE VIII INDEPFP NT CONTRACTOR CONSULTANT shall pri vlde services to OWNER as an Independent contractor, not as an employce of the OWNER, CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT f the CONSULTANT shall indemnify vQ save and hold harmless the OWNER and its ollicials, ofliccrs, agenN, attorneys and employees from and against any and all liability, claims, t demands, damages, lasses and expenses, including but not limited to court cosh and reasonable ' attorney fees incurred by the 0151VER, and Including without limitation damages roc bodily and personal injury, death, or property damage, resulting fkm the negligent acts or omisslons of the CONSULTANT o• °ts officers, shareholders, agents, attorneys and employees In the execution, opcratlon, or perform. ^v of this Agreement. I ~vN M ltN 1~ il,nirWnr~a w 1 M 1 1wi~n ff~ M Page 4 of 10 J\ t i a z, i I I . ll Nothing in this Agreement shall be construed to create a liability to any person who Is .tot a I party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity. to any claim, cause of action or litigation riled by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE X INSURANCE During the performance of the Services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the Statc Insurance Board or any successor ogcn^y, that has a rating with A. M. Best Rate Carriers of al least an "V' or above, A, C'cmprchensive General Liability Insurance with bodily injury limits of not less Liar: 5500,000 for each occurrence and not less than 5500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the nggregate. B. Automobile Liability Insurance with bodily injury limits of not less than S$00,000 for each person and not less than $500,000 for each arctdcnt and with property damage limits fcr not less than 5100,000 for each accident. C. Worker's Compensation insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than S 100,000 for each accident, D, Professional Liability insurance w ith limits of not loss than SLOW,000 artnuai aggregate, E. CONSULTANT shall furnish insurnr^ certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on ell such policies to the extent legally possible, and shall contain a provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage. deliver copies of any such substitute policies fumishing at least the same policy limits and coverage to OWNER. AF. NCLE XI ARM TRATION AND ALTERNATE DISPUTE RESOLUTION 1 he panics may n,;rec to settle any disputes under this Agnvment by submitting rho dispute to arbitration or other means of alternate dispute rsolution such as mediation. No arbitration or alternate dispute resolution arising out of or relating to, this Agreement Inv~iving one party's A /toe disagreement may include the other party to the disagreement without the other's approval. `y ARTICLE X11 TERh11NATION OP AGRBF',MENT A. Notwithslanding any other provision of this Agreement, either party may terminate this Page 5 of 10 Agreement by providing thirty- (30) days advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. 1 C. If the Agreement is terminated prior to completion of the services to be provided hereunder, { CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notlce of termination being received by CONSULTANT, in accordance with Article V, of this Agreement. Should the 0 J1'NER subsequently contrast with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing inWrmation to the OWNER and the new consultant. If applicable, OWNER shall allow CONSULTANT reasonable time to transition and to turn over the Project to a new Consultant. CONSULTANT shall turn over all documents prepared or fumished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination but may maintain ropics of such documents for its files. ARTICLE X111 RFSPONSIDILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the I responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to this Agreement; nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultanls. ARTICLE XLV NOTICES All notices, cunrmunications, and reports required or permitted under this Agreement shall be personally delivered to, tclecopicd to, or mailed to the respective parties by depositing same in the United States mail at the addresses shown below, by means of U, S. Mail, postage prepaid, certified mail, return receipt requml d. unless otherwise specified herein, To CONSULTANT: To OWNER: r' S. Toub & Associales, lnc. C ity of Denton, Texas Samuel 0. Toub, P.E., Presidert Howard Martin, ACM/Utilities 13641 Omega Road 213 East McKinney Dallas, Texas 75244 Donlon, Texas 76201 I.,A"I1WMf..w,u r,wiex'wlio,, A ~~e,4n haM Page 6 of 10 r r U c, All notices under thiv Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or three (3) days after mailing of the notice, whichever event shall first occur. ARTICLE XV ENTIRE AGREEMENT This Agreement consisting of ten (10) pages constitutes the complete and final expression of the Agreement of the pasties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreements which may have been made in connection with the subject matter of this Agreement. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement, and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision. ARTICLE XVII COMPLIANCE WITH LAWS T:tc CONSULTANT shall comply with all federal, slate, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hcrealte 3c amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In perforning the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, cex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. CONSULTANT represents that it has or will secure at its own expense all personnel required to r,crfoms all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall promptly inform the OWNER of any conflict of interest cr potential conflict of interest that may arise during the term of this Agreement. fl, All scniccs required hereunder will be performed by CONSULTANT or tinder its direct supcn ision. All personnel engaged in performing the work provided for in this Agreement, Page 7of 10 j i l r c i t shall be qualified, and shall be authorized and pcnnittel under state and local I tws to perform such serxices. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER. CONSULTANT shall promptly notify OWNER of any change of its name as wcli as of any significant change in its corporate structure or its operations. ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the panes hereto out of or alr'ecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duty executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE XXII NI ISCELLANEOUS A. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under this Agreement, have access to and the right to examin• arty directly pertinent books, documents, papers and records of the CONSULTANT invoking transactions relating to this Agreement. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article. OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits, I B. Venue of any suit or cause of action under this Agreement shall lie exclusively In Denton County, Texas, This Agreement shall be governed by and construed in accordance with the laws of the Stale of Texas. C. Fcr purposes of this Agreement, the panics agree that Don Raspante ("Raspante") shall scree as the Project Director k Mechanical for CONSULTANT, and that George Hammons ("I lamn ons") shall serve as the Project Director & Electrical for CONSULTANT on the z Project. This Agreement has been entered into with the understanding that Raspante and A , Ilamnwns shall serve as the CONSULTANT's key persons serving the OWNER on the II Project Any proposed changes requcated by CONSULTANT, respecting either or both of a.~ the kc , persons named in this paragraph, shall be subject to the approval of the OWNER, I whirn approval the OWNER shall not unreasonably withhold, Nothing herein shall limit CCNSULTANT from using other qualified and competent members of their firm to perform thr. other services require) herein under its supervision or control. ,0,,."101,w, ,.,,Page 9of10 t i D. CONSULTANT shall commence, carry on, and complete its work on the Project with all applicable dispatch, and in a sound, economical, efficicrit manner, and in accordance with the provisions hereof. In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E, The OWNER shall assist the CONSULTANT by placing at the CONSULTANTS disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upor, public and private property as required for the CONSULTANT to perform profession; t - t,vices under this Agreement. F. The captions of this Agreement are for infortnatioral purposes only and shall not in any way affect the substantive terms or conditions of this Agreement, IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duty-autborized City Manager, and CONSULTANT h exc~ccused this A emcnt by and through its duly-authorized undersigned officer, on this the day of , 1999. "CITY" Cll Y OF DENTON, TEXAS 4/90 chacl , Jez, Ci Gag" ATTEST: JENNIFER WALTERS, CITY SECRETARY By~ )6 CA4 A,-; APPROVED AS TO LEGAL FORM: I IERDERT L. PROUTY, CITY ATTORNEY t ~...N".~........ ,,~~~.w.h,.. Page9of10 , e i I V 15', "CONSULTANT" S. TOUR & ASSOCIATES, INC., A Corporation By: Samuel 0, Toub, P.E. President ATTEST: y By:,4 -4 Secretary r w Page loof 10 t ~J 1 ,pQtN3~~C G M00 oo~ r ~o o , s~~ U ~ O e a tiro ~QOOOOOW"" i i TEXAS WOMAN'S UNIVERSl I t SEP 1 3 0 x V ESIDENT OA lINANCE AND AOMtrOS1RAT101 1999-2000 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND TWU C.A.R.E.S. This Contract is made and entered into by and between the City of Denton, a Texas mu- nicipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CPrY, and TWU C.A.R.E,S., Denton, Texas 76204, TWU C.A.R.E.S. hereinafter referred to as CONTRACTOR. TWU C.A.R.E.S. is a subdivision of Texas Woman's University and this agreement is binding on TWU C.A.R.E.S. and Texas Woman's University. WHEREAS, CITY has received cc,lain funds from the U. S. Department of Housing and Urban Development wider 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 to Texas Woman's University which sponsors a health clinic; and WHEREAS, CITY has designated the Community Development Office as the division re- sponsible 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 execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described. 1. TERAI This Contract and agreement shall commence on or as of October 1, 1999 and shall fermi. nate on Scplcmber 30, 2000 unlcss extended as provided herein. 2. RESPONSIBILITIES I CONTRACTOR hereby accepts the responsibility for the performance of all services and activities, in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY mill consider CONTRACTOR's Vice President for Finance and Admtui- stration to be C'ON'I'RACTOR's mpresentalive responsible for the management of all contractual matters pertaining hereto, unless Aritten notification to the contrary is received kom CON. A. TRAC'T'OR, and approved by Cif Y. 1lic Community Development Administrator, will he CIIY`s representative responsible for the administration of this contract. or, r✓ u 3. 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 S. NoNith- standing 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 $12,500.00. 9. Measure of Liability. In consideration of full and satisfactory services and activi- ties hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto 2nd incorporated herein for all purposes as Exhibit B, subject to the limitations and provisions set forth in this Section and Section 7 of this Contract. (l) 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 undx this Contract. If adequate funds are not available to make payments under th(s Contract, CITY shall notify CONTRAC- TOR 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 Contract. If CDBO funds eligible for use for purposes of this Contract are reduced, CITY shall not be liable for further payments due to CONTRAC- TOR under this Contract (2) It is expressly understood that this Contract 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 reim- bursement, from any other source; (b) was incurred prior to the beginning dale, or after the ending date specified in Section 1; (c) is not in strict accordance with the terms of this Contract, in- eluding all rxhibils attached hereto; (d) has not been billed to CITY within 30 calendar days follow. ing billing to CONTRACTOR, or termination of the Contract, whichever date is earlier; , (c) is not an allowable cost as defined by Section 11 of this Contract or the project budget. (a) C11 Y shall not be liable for any cost or portion thereof which is incurred with respccl to any activity of CONTRACTOR requ'ring prior written authorization from CITY, or after CITY has rcgwtoed that CONTRACTOR furnish data concerning such ae- PAGE2 I G . I 1 I 1 I ~ tion prior to proceeding f, rther, unless and until CITY advises CONTRACTOR to pro- ceed. (S) CITY shall not be obligated or liable under this Contract to any party other than CONTRACTOR forpayment ofany monies or provision oranygoods or services. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A. CONTRACTOR understands that funds prrvided to it pursuant to this Contract see 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 appro-red 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 $70. The foregoing Is in no way meant to constitute a complete compilaon 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 regulations and issuances promul- gated pursuant to the Act are amended or revised, it shall comply with them, or notify CITY, as provided in Section 23 of this Contract. 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-112. B. CONTRACTOR shall comply with all applicable federal laws, laws of the Stale of Texas and ordinances of the City of Denton. S, REPRESENTATIONS A. CONTRACTOR assures and guarantees that it possesses the legal authority, pursu- ant 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 behalfof CONTRAC- TOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CON. 7 R.ACTOR to execute this Contract on behalfofCONTRACTOR and to validly and legally bind CON7 RAC TOR to all terns, performalres and provisions herein set forth. r C. ('111 'shall have the right, at its option, lu etcher temporarily suspend or permanently , Iemiinate this Contract i f there is a dispute as to the legal aarhority of either CONTRACTOR or the person signing the Comract to enter into this Contract. CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions orthis Contract if C11Y has suspended or term inated this Contract for the reasons enumerated In this Section, PAGES L t! , I D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR un- der the terms of this Contract will in no way be substituted for funds and resources from other sources, nor in any way serve to r(Auce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Contract not been exe- cuted. 6. 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 i purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorpo- rated herein for all purposes and deems by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in ac- cordance with all other terms, provisions and requirements of this Contract No modifications or alterations may be made in the WORK STATEMENT without the prior written approval of the City's Community Development Administrator. 7. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTO.1 a maximum amount of money totaling $12,500 for services rendered under this Contract. CITY will pay these funds on a reimbursement basis to the CONTRACTOR within 20 days after CITY has re- ceived supporting documentation. CITY shall not pay in any three month period more than 25% of the maximum amount specified above. Funds are to be expended primarily as shown in the Budget, Exhibit B. B. Excess Payment, CONTRACTOR shall refund to CITY within ten wonting days of CITY's request, apy 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 Contract, or (3) is not supported by adequate documcntation to fully justify the expendtt-av-. C. Dtsalloieed Cost s/ReversIon of Assets. Upon termination of the Contract, should any expense or charge for which payment has been made be subsequently disallowed or disap- proved as a result of any auditing or monitoring by the Department of Housing and Urban De- velopment, or any other Federal agency, CONTRACTOR w111 refund such amount to such fed- cral agency within ten working days of a written notice to CONTRACTOR, which specifies the amount disallowed. If the CITY rinds that the CONTRACTOR is unwilling arAbt unable to comply with any of the terms of this Contract, the CITY may require a refund of any and all PAGE4 4 I v t, i I X i m oney expended pursuant to this Contract by CONTRACTOR, as well as any remaining untx- pcnded funds which shall be reunded to CITY within ton king days of a wrien noflce to CONTRACTOR to revert these ffnanccial assets. The reversonrof these financial assets shall be in addition to any other rcm.dy available to CITY either at law or in equity for breach of this Contract. Refunds of disallowed costs may not be made from these or any other !ands received from or through CITY, D. Mobligatioo of Funds. In the event that actual expenditure rates deviate from CONTRACTOR's provision or a corresponding level of perforwo a, as specified in Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such under expended funds. i E. Contract Close Out. CONTRACTOR shall submit the Contract close out package lo CITY, together with a final expenditure report, for the time period covered by the last Invoice requesting reimbursement of funds under this Contract, within is working days following the close of the Contract period, CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR. At the termination of the Contract, all unexpended (30 days or older) salaries or wages must be returned to CITY in the following formal: (1) A VA U check for the net aggregate amount payable to the City of Denton; (2) A listing showing the Social Security number, full name, last knowr, complMe address and the amount owed to each person involved. 8. %ARRANTIES CONTRACTOR rcpre>•ents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and fur- l nished to CITY, arc complete and accurate as of the date shown on the Information, data, or re- port, and, since that date, have not undergone any significant change without written notix 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 rtsulls of the operation for the period covered by rho rvporl, and that since said date, there has been no material change, adverse or otherwise, In the financial N condition of CONTRACTOR. C. None of the provisions herein contravenes or is in conflict with the authority under I which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement orCONTRACTOR. RAGS 3 o c, r ti D. CONTRACTOR has the power to enter into this Contract and accept payments hereunder, and has taken all necessary action to authorize such acceptanco under the terms and conditions of this Contract. Each of these representations and warranties shall be continuing and sh~l be deemed to have been repeated by the submission of each request for payment. 9. COVENANTS During the period of time that payment may be made hereunder and so I rig as any pay- ments remain unliquidated, CONTRACTOR shall not, without the prior writte-t consent of the Community Development Administration or his authoriztJ representative: A. Sell, assign, pledgc,transfer or otherwise dispose of accounts receivables, notes or claims for moneyduc or to berorae due. B. Sell, convey, or lease all or substantial part of its assets. C. Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser. 10. ALLOWABLE COSTS A. Costs shall be considered allowable only if incurred directly specifically in the per- forman:c of and in compliance with this Contract and in conformance with the standards and provisions of Exhibits A and B. H. Approval of CONTRACTOR's budget, Exhib?t 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: (t) Encumbrance or expenditure during any one month period which exceeds one•finh (11S) of the total budget as specified in Exhibit B. (2) CITY shall not be obligated to any third parties, including any subcontractors orCONTRACTOR, and Cl iY funds shall not be used to pay or any contract service ex- lending beyond the expiration of this Contract, (3) Out of town travel. (4) Any alterations or relocation of the faculties on and in which the activities l specified in Exhibit A arc conducted. (S) Any alterations, deletions or ad,litions to the personnel Schedule incorporated in Exhibit B. PAGE 6 , i I / I I I (6) Costs or fees for temporary employees or services. (7) Any fees or payments for consultant services. (S) Pees for attending out of town meetings, seminars or conferences. Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY. CONTRACTOR must obtain writ- len approval by CITY prior to the commencement of procedures to solicit or purchase services, equipment, or real or personal property. Any procurement or purchase which may be approved under the terms of this Contract must be conducted in its entirety In accordance with the provi- Mons orthis G)ntract, It. PROGRAM INCOME A. For purposes of this Contract, program income means earnings of CONTRACTOR r-alined frcnt activities resulting from this Contract or from CONTRACTOR's management of funding provided or received hereunder. Such earnings include, but are not limited to, income from interest, usage or rental or lease fees, income produced from contract-supported services of individuals or employees or from the use or sale of equipment or facilities of CONTRACTOR provided as a result of this Contract, and payments from clients or third parties for services ren. dered by CONTRACTOR under this Contract, B. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts ) %hich involve other income-producing services or activities. 12. MAINTENANCE OF RECORDS A. CONTRACTOR agrees to maintain records that will provide accurate, current, sepa- rate, and complete disclosure of the status of the funds received under this Contract, M compli- ancc w ith the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Contract or any applicable law. CONTRACTOR shall include the substance of this provision in all subcontracts. B. CONTRACTOR agrees to retain al! books, records, documents, reports, and written r~. accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Contract for five years. C. Nothing in the above subsections shall be construed to ielieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and bene- ra of services provided under this Contract. PAGE 7 a II i D. At any reasonable time, the CONTRACTOR shall make available to CITY, HUD, or any of their authorized representatives, records pertaining to this Agreement 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, rec- ords of personnel, conditions or employment and data requested by said representatives. 13. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such j statements, records, data and infomtation as CITY may request and deem pertinent to matters covered by this Contract. CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months. The beneficiary report shall provide & detailed description of client information, including race, income, female head of household. The financial report shall in- clude information and data relative to all programmatic and financial reporting as of the begin- ning date specified in Section 1 of this Contract. 14. MONITORING AND EVALUATION A. CITY shall perform on-site monitoring of CONTR ACTOR's performance under this Contract. H. CONTRACTOR agrees that CITY may carry out monitoring and evaluation activi- ties to ensure adherence by CONTRACTOR to the Work Statement, and Program Goats and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Contract. C. CONTRACTOR agrees to cooperate ftl!y with CITY in the development, imple• mentation 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 responsibilities. D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CI1 Yin such monitoring and to designate one of its staff to coordinate the monitoring process as raqucslcd by CITY staff. E, Allcr each official monito,ng 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 A ` o any of CONTRACTOR's funding or regulatory bodies to CITY within five working days of re- ccipi by CONTRACTOR. i PAGE8 c ~J t. c M 1 S. INSURANCE A. All doctors and nurses providing care to patients shall be required to maintain pro- fessional liability coverage of no less than $500,000.00 to insure the services provided under this contract by such professionals. B. The policy or policies of insurance shall contain a clause which requires that CITY and CONTRACTOR be notified in writing of any cancellation of change in the policy at least 30 days prior to such change or cancellation. 16. EQUAL. OPPORTUNITY A. CONTRACTOR shall comply with the Equal Employment and Affirmative Action Federal provisions. B. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. C. CONTRACTOR will furnish all information and reports requested 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. 17. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination. is, CONELII.I' OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. CONTRACTOR fur- Cher 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. 13. 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 or gives the appearance of being motivated by desire for private gain for himself, or others, par- r Ar ` - o titularly 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 Contract shall (1) participate in any decision relating to the Contract which PAGE9 ~J t, affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest; or (2) have any interest, direct or indirect, In this Contract or the proceeds thereof, 19. 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. 20. POLITICAL OR SECTARIAN ACTIVI I'Y A, None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation. 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. 21. PUBLICITY A. Where such action is appropriate, CONT RACTOR shall publicize the activities con- ducted by CONTRACTOR under this Contract. In any ncws release, sign, brochure, or other advertising medium, disseminating information prepared or distributed by or for CONTRAC- TOR, 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 Contract. When m -1-rial 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 mated d Is in a verbatim or extensive paraphrase formal, All published material submitted under this project shall include the following reference on the front cover or title page: PAGE 10 f r~ This document is prepared in accordance with the city of DentoWs Community Development Block Grant Program, with funding received from the United States Department of Housing and Urban Development. C. All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or Contracts and any responses, inquiries, correspon- dence and related material submitted by CONTRACTOR, shall become the property of CITY upon receipt. 22. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or submit- ting any application for funding in accordance with the followin g g procedures: A. When the application is in the planning stages, CONTRACTOR shall submit to CITY a description of the funds being applied for, and proposed use of funds. 9. 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) con- tracted hereunder. Such notice shall be submitted to CITY, in writing, within ten 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 applications to obtain any federal or private funds under any fed- eral or private program without the prior written consent of CITY, 23, CIIANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terns of this Contract ihall be by writ. ten amendment executed by both parties, except whcn the terms of this Contract expressly pro- vidc 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, CON- I RACTOR shall request, in %riling, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Contract In addition, budget revisions cannot significantly change the nature, intent, or scope of the pro- gram funded under this Contract. , C. CONTRACTOR will submit revised budget and program information, whenever the r 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. PAGE 11 ~J l li D. 11 is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Contract. Any such modifications are to be automatically incorpordted into this Contract without written amendment hereto, and shall become a part of the Contract on the effective date specified by the law or regulation. E. CITY may, from time to time during the term of the Contract, request changes in Exhibit A which may include an increase or decrease in the amount of CONTRACTOR's com- pensation. 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. CONTRACTOR agrees to notify CITY in writing of any proposed change in physi- cal location for work performed under this Contract at least 30 calendar days in advance of the change. N. CONTRACTOR shall notify CITY of any changes In personnel or governing board ccmposilion. 1. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds betwecti w among said programs will be permit- led 2A. TEPAIiNATION A. CITY may terminate this Contract with cause for any of the following reasons: (1) CONTRACTOR's violation of covenants, agreements or guarantees of this Contract. (2) Termination or reduction of funding by the United States Department of I lousing and Ur',an Development. 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. CONTRACTOR may terminate this Contract in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for per. formance hereunder. CON] RACTOR may opt, within the limitations of this Contract, to seek an alternative funding source, with the approval of CITY, provided the termination by the out. side 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. PAGE 12 c t CONTRACTOR may terminate this Contract upon the dissolution of CONTRACTOR's organisation not occasioned by a breach of this Contract, C. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw, or oth- erwise terminate 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. 25. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any per. son(s), firm, corporation or other entity against CONTRACTOR, which may invoke this agree- ment, CONTRACTOR shall give written notice thereof to CITY within two 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 sueL• 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 airy 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. 26. AIISCF,LLANFOUS A. CONTRACTOR shall not transfer, pledge or otherwise assign this Contract or any interest (herein, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY. B. If any provision of this Contract is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereta. 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 Con. Ituct 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 light, power, privilege, or rem- edy available to CITY to enforce its rights hereunder, which rights, powers, ' iviITS' or reme- dies are always specifically presmed. No representative or agent of CITY of this provision mry waive the effect . r D. This Contract, together with referenced exhibits and attachments, constitutes en the tire agreement bclwcen the parties hereto, and any prior agreement, assertion, stat, u standing or other commitment antecedent to this Contract, whether %Titlen or oral, shallementhavendenor force or effect whatsoever; nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of this Contract, or subsequent thereto, have any legal PAGE 13 i i i i force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Contract. E. For purposes of this Contract, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set for below: TO CITY: TO CONTRACTOR: City Manager Vice President for Finance and Administration City of Denton Texas Woman's University 215 E. McKinney St. Denton, Texas 76204 Denton, Texas 76201 F. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor. 0. This Contract shale 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 competent Jurisdiction sitting in Denton County, Texas. N I7 ES5 OF WHICH this Agreement has been executed on this the' day of 11999. ITY OF DENTON TWU C.A.R.E.S. BYIII BY: NEEL W JEZ VICE RESIDENT FOR FINCE CITY MANGER AND ADMINISTRATION ON BEHALF OF TWU C.A.R.E.S. AND TEXAS WOMAN'S UNIVERSITY ATTEST: A T; JENNIFER WALTERS, CITY SECRETARY SEC ARY BY. APPROVED AS TO LEGAL FORM: a, h HERBERT L. PROUTY, CITY ATTORNEY lr' BY: 1 AIlAAMM N01. a~a~uMnxKmoaa'.w,., &V PAGE 14 i 1 CL r City of Denton - C, unity D*V61opmont Division Qualifying Income 1.1..41112 for Federally Assisted Programs PY 1999-2000 City of Denlon -Community Development Division QualHy3n6 income Limits for Federally Amsted Programs 1!Y 1!!9.1600 j Maximum Incom1 Levels Ik Family Moderate Income Low Income Very Low Income Eat w0j Lour moans Sire 80%-66%AMI 65%-31%AMI 50%-31%AMI 30%ABelow AIM 1 $32,600.326,501 $26,500.320,351 $20,350.312,201 312,200 or Below 2 $37,250.530.251 $30,250.323,391 $23,300.313,951 $13,950 or Beiaw 3 $41,900.334,051 $34,050.326,201 $26,200.315,701 315,700 or Boo* 4 346,550.337,851 $37,650.329,101 329 ,100.317,451 317,450 or Below 5 $50,300. $440,651 $40,850.331,451 $$31,430.318,851 318,850aBe1ax 8 354,000.343,901 $43'V-$33.751 $33,750.320,251 _120,250 or V 7 $57,750.546,901 148,900.338,101 338,100.321,631 321,850aBebw 8 361,450.349,951 34 9,950.338,401 $38,400 - $23,051 $23,050 or LAW Source. U S. Deportment of Hout np And LNban De,reloprt d Effedve October 1 1999 i EXHIBIT A t WORK STATEMENT TWU C.A.R,E.S. TWU C,A.R,E.S. Health Center will provide primary care services to the medically underserved populations of the City and County of Denton regardless of their poverty rating. Primarycare scnices will Include, but are not limited to services for victims of violent and abusive behavior, unintentional injuries, occupational safely and health, environmental health, food and drug safety, referrals for oral health, maternal and infant health, heart disease and stroke, cancer, dia- betes and chronic disease, sexually transmitted diseases and immunizations and infections. TWU C.A.R.E.S. will collaborate with the state and local mental health and mental retardation authorities by providing nursing services, health counseling, referr al and coordination of care, , TWU C.A.R.E.S. will counsel clients of all ages related to problems leading to chronic disease and encourage participation in exercise programs, nutrition programs and provide age appropri. ate screening. i TWU C.A. R.E.S. will counsel clients through life span regarding the use and abuse ofdangerous substances. T WU C.A.R.E.S. will provide education, counseling and service related to family planning as part of the primary care program. t 1 I t, I I EXHIBIT B BUDGET TWU CARES I Staff Salaries S12,500.M i I r' ~~GGtlCtl(~ O ~ f a + V a t • ~n vow(160~ A c~ t• S'L'ATE OF TEXAS g COUNTY OF DENTON § AGREEMENT THIS AGREEMENT is made and entered Into as of the P- day of 1999, by and between the City of Denton, a Texas Municipal Corporation, with its principal offlce at 215 E, McKinney Street, Denton, Texas 76201 (hereinafter "CITY"); and The Washington Group, a Corporation, with its principal office at 1401 K Street, N.W., Suite 400, Washington, D.C. 20005 (hereinafter "CONSUL71 ANT"); each acting by and through their respective duly-authorized officials and officers. WHEREAS, the City of Denton, Texas is one of the four member cities of the Tex" Municipal Power Agency (hereinafter "TMPA"), a joint powers agency created under the laws of the State of Texas; and WIIEREAS, the CI rl' has consulted with the other three TMPA member cities respecting the need for coordinved, jointly-sponsored representation in Washington, D.C. pertaining to their respective interests as TMPA member cities and as mcnicipally-owned electric utilities vis•il-vis certain p oblems and issues in the area of tax-exempt iri&i)iedness associated with the TMPA indebtedness; and the four TMPA member cities have resolved that it Is in their collective best interests to seek legislative assistance at the U.S. Congressional level; and WHEREAS, the four TMPA member cities have agreed amongst themselves to enter into tour separate agreements with the Washington Group to provide needed services as specified herein; and each such separate agreement provides that each membercity, in its agreement, shall be solely and separately liable for its pro-rala portion of the total amount of the Washington Group's fecs and expenses billed in connection with this engagement; NVIIEREAS, the City or Denton's pro-rata portion of TMPA interest and its responsibility respecting the Washington Group's fees and expenses respecting this engagement Is 21,3%, as to Bryan, Texas 2I.70,16; as to Garland, Texas 47%; and as to Greenville, Texas I0%; and WHEREAS, the Washington Group is known to the City to be a qualified, reputable consulting firm in Washington, D.C,; and the Washington Group Is capable of performing the scniccs set ronh herein, and is Hilling to undertake representation of the City of Denton, as well as or TMPA and the other three 1MPA member cities in Washington, D.C., subject to the terms set forth herein: NOW THEREFORE WITNESSETH, Viat in consideration of the conditions, promises, covenants and s agreements herein contained, the C11Y and CONSULTANT do mutually AGREE as follows: f r' ~ f 7 i i r rf G c, l ARTICLE I EMPLOYMENT OF CONSULTANT The CITY hereby contracts with CONSULTANT, as an indepm,dent contractor, and the CONSULTANT hereby agrees to perform the services herein as are more particularly described in the "Scope of Services"provisions set forth in Article II below, with such skill, care, and diligence and in accordance with the standards custor+arily obtained for such services in Washington, D.C. for other similar engagements. ARTICLE II SCOPE. OF SERVICES The CONSULTANT shall perform the following services for the CITY in the manner set forth in Article I above; A. CONSULTANT shall work at the direction of the CITY and the other TMPA member cities to provide information concerning TMPA's tax-exempt debt problem; and 13. CONSULTANT shall assist the City and the other TMPA member cities in developing and implementing a strategic legislative plan concerning TMPA's tax-exempt debt problem; and C. CONSULTANT shall work with the U.S. Congress, appropriate Congressional Committees, together with officials with the U.S. Department of the Treasury, other Federal agencies and departments, in order to attempt to develop a solution to TMPA's ta.x•exenmpt debt problem; and D. CONSULTANT shall communicate with, and shall arrange meetings between TMPA representatives, CITY officials (when so Indicated), and Members of Congress, Congressional staff, and officials of the pertinent Federal agencies and entities, as reasonably requested by the CITY and TMPA; anJ E. CONSULTANT shall ca)rdinate and facilitate the interaction of CITY officials, TMPA leaders, and Members of Congress and Congressional staff, where reasonably possible; and F. CONSULTANT shall provide the CITY with reports on its activities on behalf of the \ CITY and TMPA as reasonably requested; and CONSULTANT shall prepare issue 1 papers and reports for Members of Congress and their staff, with the aid and assistance of the CITY, the other TMPA member cities, and/or TMPA; and U. CONSULTANT shall encourage the development of a common legislative effort at the federal Icvet by the four TMPA member cities respecting TMPA's tax-exempt debt problem. ARTICLE 111 ADDITIONAL SERVICES CONSULTANT shall perform no additional services hereunder without it formal written anmcrdmeni or modification to this Agreement being entered into by the CITY and CONSULTANT. 2 f o f t ARTICLE 1V PERIOD OF SERVICE This Agreement shall be effective March 1, 1999. The parties' Intention Is that this Agreement be retroactively approved and ratified effective as of Math 1, 1999. The term of this Agreement commences on March 1, 1949 and concludes on December 31, 1449, encompassing a ten-month period of service, Depending upon the progress of the engagement and other relevant factors and Issues, it is possible that the CITY and the CONSULTANT will enter Into a subsequent Agreement, or will possibly mend or modify this Agrecm.htt, as needed. This Agreement may be sooner terminated In accordance with the provisions hereof. Time Is of the essence In this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet any reasonable fchedule established by the CITY. ARTICLE V COMPENSATION A. COMPENSATION TERMS "Direct Non-Labor Expense" Is defined as any expense reasonably Incurred by CONSULTANr in eonnection with CONSULTANT'S performance of this engagement, including, without limitation, photocopying, Iclecopy expense, expedited delivery services, couriers, local travel, special printing or binding costs Incurred, out-0f-town travel (including travel expense, subsistence and lodging away from home and similar incidental expenses in connection with such travel), long-distance telephone charges, and any other , expense incurred by CONSULTANT which is reasonable in amount and advances the interests of the CITY rapecting this engagement. All Direct Non-Labor Expense shall be billed by CONSULTANT at its cost to CONSULTANT, except for photocopying expense, which shall be billed at $ AS per copy. Each month, the CONSULTANT shall include the month's itemized Direct Non-Labor Expense on the monthly statement sent to CITY. Thew expenses shall be payable on the same terms as the monthly retainer, lump-sum fee, that is, on a net thirty (30) day basis, CITY shall only be responsible for payment o(21.3% of all Direct Non-Labor Expenses incurred by or advanced by CONSULTANT, B. BILLINQ AND PAYMENT For and in consideration of the highly-specialized personal services to be rendered to the CITY and performed by the CONSULTANT herein, the CITY agrees to pay CONSULTANT, a total fee, including reimbursement for direct non-labar expense, not to exceed $24,500.00, CITY and CONSULTANT agree that CITY shall pay to CONSULTANT a monthly retainer, lump-sum fee In the amount W, 2,130.00 per month for each complete month that this Agreement Is is force and effect. CONSULTANT shall bill the CITY on or after the fosl day of the month following the rnomh in which services were rcnlered to CITY hereunder, For example, the parties agree that the first such 3 i r win F a c monthly bill shall be issued on or aner April 1, 1999, representing the services provided in the preceding month, March 1999. The fees provided for in this subparagraph shall also be billed on a net thirty (30) days basis. Partial payments to the CONSULTANT will be made on the basis of monthly statements rendered to and approved by the CITY through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value or the work performed at the time a statement is fondcred. Nothing contained in this Article shall require the CITY to pay rot any work that is unsatisfactory as reasonably detemtined by the City Manager; or any expense which is not properly itemized and submitted in accordance with the terms of this Agreement. The ` CITY shall not be required to make any payments to the CONSULTANT when the f CONSULTANT is in dcrault under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by tht CITY for any charge, expense, or reimbursement above the maximum not to exceed amour t as above stated, withaut first having obtained written authorization %m the City. ARTICLE Vi CONFIDENTIAL AND PROPRIETARY INFORMATION OFTHF CITY AND TMPA CONSULTANT agrees it shall not, either during the term of this Agreement, nor after the expiration of the term of this Agreement disclose to any third-party parson or entity any and all confidential and proprietary information provided to it by the CITY in the course of its representation of the CITY and TMPA under this Agreement, nor shall CONSULTANT otherwise use such inronnation for any other reason or purpose, ARTICLE V11 OWNERSHIP OF DOCUMENT All documents, including any reports prepared or furnished by the CONSULTANT pursuant to this Agreement are instruments or service and shall become the property of the CITY upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and rumished by the CONSULTANT are intended only to be applicable to this project and CITY'S use of these documents In other projects shall be at CITY'S solo risk, In the event the CITY uses the Agreement in another project or for other purposes than spccirred hcrcin, any or the inrntmation or materials developed pursuant to this Agreement, CONSULTANT is released rrom any and all liability relating to their dse in tint project, t i~ 4 c q ARTICLE viii INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an Independent contractor, not as an employee of u'te OWNER. CONSULTANT shall not have or claim any right arising from employee status, ARTICLE IX ARBITRATION AND ALTERNATE DISPUTE. RESOLUTION I The parties may agree to settle any disputes w der this Agreement by submitting the dispute to arbitration or other mans of alternate disp-4^ resolution such as mediation. No arbitration or alternate dispute resolution arising out cf or relating to, this Agreement involving one pattys disagreement may include the other party to the disagreement without the others approval. ARTICLE X TERMINATION OF AGREEMENT A. Not.vithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days advance written notice to the other party, B. This Agtcemcnt may be terminated in whole or in part In the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be arlected unless the other party is given (t) written notice (delivered by certified mail, return receipt requested) of that party's intent to terminate and setting forth the reasons specifying the nonperformance, and not less than twenty (20) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination, C. If this Agreement is Icrminalcd prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the owner within thirty (30) days after the date of termination the CITY shall pay CONSULTANT for all scnices properly rendered and satisfactorily performed and for reimbursable expenses Incurred prior to the date of termination In accordance with Article V. above. Should the CITY subsequently contract with a new Consultant for the continuation of services on the project, CONSULTANT shall cooperate In providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the CITY on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XI NOTICES All notices, communications, and mports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same In the Vnited States p 1 1 I 1 y Ve mail at the address shown below, certified mail, return receipt requcsicd, tailess otherwise specified herein. Mailed notices shall be deemed communicated upon their actual receipt by the other party, The parties may also communicate notices under this Agreement by telecopy. To CONSULTANT: To CITY: The Washington Group City of Denton, Texas John D. Raffaelli, principal Michael W. Jez, City Manager 1401 K Street NX, Suite 400 213 E. McKinney Washington, D.C, 20005 Denton, Texas 76201 ARTICLE XII ENTIRE AGREEMENT i This Agreement consisting ofnine (9) pages constitutes the complete and final expression of the agreement of the parties and Is intended as a complete and exclusive statement of the terms of their agreements and supersedes all prior contemporaneous offers, promises, representations, ncgotiatlons, discussions, communications understandings, and agreements which may have been made In connection with the subject matter hereof ARTICLE XHI SF' F,RABILITY ]f any provision of this Agreement Is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the party shall reform this Agreement to replace such stricken provision with it valid and enforceable provision which comes as close as possible to expressing the Intention of the stricken provision ARTICLE XIV COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, n-IM regulations, and ordinances applicable to the work covered hereunder as they may now retd or hereinaller be amended, ARTICLE XV DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or / physical handicap. r 0 i { p ARTICLE XVI PERSONNEL. A. CONSULTANT represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement. Such personnel shall nnl be employees or officers of, nor have any contractual relations with the CITY. CONSULTANT shall promptly inform the CITY of any conflict of interest or potential conflict of interest that may arise during the lemt of this Agreement. B. All services required hereunder w;!I be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified and shall be authorized and permitted understate and local laws to perform such services, when required. , C. CONSULTANT hereby designates Fowler West and/or 'I'raccy Gray as the CITY'S point of contact respecting this engagement, The CITY hereby designates Betty Williams as the CONSULTANT'S point ofconlact respecting this engagement. ARTICLE XVII ASSIGNABILITY CONSULTANT shall not assign any interest in this Agreement and shall not transfer any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the CITY, The CITY, in engaging CONSULTANT is plying upon the expertise and knowledge of CONSULTANT, and believes that the personal services to be provided by CONSULTANT to the CITY with this engagement are specialized and not easily attainable by the CITY from another service provider. ARTICLE XVIII MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless In writing and duly executed by the party to be charged. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, and Is duly executed. The parties further agree that the provisions of this Article will not be waived unless as herein set forth. ARTICLE XIX MISCELLANEOUS A. CONSULTANT agrees that CITY shall, until the expiration of three (3) years after the final it A payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the CONSULTANT Involving (rant.ttions relating to this Agreement. CONSULTANT agrees that CITY shall ha4e 7 k f access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations in compliance with this section, OWNER shall give CONSULTANT reasonable advance notice of intended examinations. B. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be governed by and construed in accordance with laws of the State ~ the of Texas. C. The captions of this Agreement are for informational proposes only and shall not In any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed in four (4) original counterparts by and through its duly-authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly-authorized officer on this the dayof' , 1999. "CITY" CITY OF DENTON, TEXAS B A W J ger ATTEST: JENNIFER WiVERS, CITY SECRETARY By: -~f4QdQ ~~LC i r APPROVED AS TO LEGAL FORM. HERBERT L, PROUTY,CITYATTORNEY r , 8 1 0 I "CONSULTANT" I THE WASHINOTON GROUP i Sy: jo "24 J D. RAFFAELLI, n1 e~Z ATTEST: By: S.'Uue fRxumnh'a ,.,,uxU',97 Washinrym Ormp Avm due g ~ l r1 a g ~,G04C000~O o 0 ~be~ ti ~ 4~p~ f 1 "`~0oaouooo~' 'i A c~ I XTG Inc, 11IAINTENANCE SERVICF AGREENIFNT (1999) City of Denton Council Chambers AA' Systems This agreement for professional malntenance sersices, made on June 18, 1999, Is between of Denton (Client) and XTO, Inc, Both parties agree to the following: ❑Section Ir Scope of Work This agreement shall cuver maintenance work icquired for overall system calibration and adjustment, requlred cleaning, manufacturers recommended preventative malntenance (PM), repair or replacement of equipment pertaining to Council Chambers AN systems. This maintenance work shall be limited to the Council Chambers AN systems and equipment including the Control Room, Council Chambers , and Breakout Room. This Agreement does not cover maintenance or repair/replacement services on the system caused by intentional or unlntentional damage by Client's employees, contractors, or agents; acts of God; or other conditions outside of the control of Client or XTO. OSection 2: Slaintennnce and Rcpalr Scrvicei Sclredute H'Oi1TLY1i Afafnlrnarrrrr Routine maintenance services shall not be Interpreted or utilized as an equipment repair contract. Maintenance services shall be performed In accordance with a (quarterly) schedule mutually agreed upon Between Client and XTO at or prior to the signing of this Agreement. For purposes of this Agreement, routine scheduled maintenance Is limited to normal business hours in the Client's time zone, I e., Monday thru Friday, 8:00am to S:Appm, Schedule A shall be attached to and become part of this Agreement for reference. SCHEDMED Repair: Repair scrvices co :,mence immediately following notification by the Client that a fault, failure or trouble condition has been detected. At the time of notification, Client shall furnish the name(s) and telephone number(s) of persons authorized to grant XTO immediate access to the equipment. [,or purposes of this Agreement, SCHEDULED repalr scrvices are defined as those performed at any times other than those specified for Routine Alaintcnance, and is limited to normal business hours in the Client's time zone, Lc,, Monday thru rriday, 8:00am to SAl)pm. Under SCHEDULED repair services, XTO resk^14e time shall typically be within approximately three to five business days of Client's notifcation ':me. It is the intent that SCHEDULED repair services be performed on•ske, In the event the nature of a fault, failure or trouble requires a piece of equipment to be serviced off-site, XTG will remove and re-install such equipment. A ~r; o EMERGENCY /trpalrr EMERGENCY repair services commence Immediately following I 06118199 Pape 1 11aUng h to d whale new hri ell" Co. CokNdMNdf j I XTG Inc. I notification by the Client that a fault, failure or trouble condition has been detected. At the time of notiricatlon, Client shall furnish the name(s) and telephone number(s) of persons authorized to grant XTG immediate access to the equipment: For purposes of this Agreement, EMERGENCY repair services are defined as those performed at any times other than those specified for ROUTINE Maintenance or SCHEDULED repair. Under EMERGENCY repair services, X'rO ' response time ( via phone or site visit) shall be within (3) three business hours of Client's f notification time. Response time may be either for phone diagnosis/contingency recommendations or actual site visit as delerminod by the nature and needs of the EmA.rgency, In the event the nature of a fault, failure or trouble requires apiece of equipment to be serviced off- site, XTG will remove and re-Install such equipment. OSectlon3o XTOSlaffingand Responsibilities XTO agrees to assign and maintain a qualified and licensed maintenance staff for the performance of the work described in Section 1, Scope of Work, for the equipmenUsystem specified. Such staff shall be available to the Client in accordance with the schedule(s) set forth In Section 2. 09ecdon 41 Client Staffing and Responsibiitttea The Client agrees to assign an appropriate member(s) of its staff to serve as the principal contact/coordinator for this Agreement: The Client's employee shall be responsihle for monitoring the activities set forth in Scctlon 2, providing prompt notification of the need for maintenance services, and providing unrestricted access to the place(s) of work required by XTO for the proper performance of this Agreement: The Client shall make available to XTG free and full access to the equipment/system within the scheduled maintenance service period to provide services pursuant to this agreement. A Client representative shalt be present In the vicinity of the system when the system is being serviced. OSetllon& Warranty All initial and replacement pirts/components of the overall systems are warranted against poor workmanship and defect as specified by the manufacturer, All maintenance service work performed by XTO shall be warranted for a period of 60 days. OSection 6; Notincation Any notice or demand hereunder shall be in writing and shall be sent via fiat class mail, postage prepaid, to the addresses set forth below or to such other addresses as the parties may designate in writing. 1jlo Client: If to XTO, Inc.: City of Denton XI'C, Inc. t. 113 E dlcXlnne)' 1433 Lacy Lint, Suite 107 r1' f A ~r 1 ' ~a Denton, Texas 76201 Carrollton, texas 75006 I , 061109 Pole 2 "TaAing it to a %*ote new tevell" ed. coamandaf r I i r I XTC Inc, Wooden 12: Fees, In' citing and Payments Client agrees to pay XTO fees and charges in accordance with the following schedule: IIIIROUTII?l: maintenance services performed on quarterly basis, payable In advance annually. ~mN J MKHEDULED repair services Technician ...,.,5. 75.00 Per Hour portal to portal (Plus all travel dt expenses) sa Programmer 5 105.00 Per Hour portal to portal (Plus all travel Jc expenses) MEMERMCY repac servlees .........5. 115,00 Per Hour portal to portal (Plus all travel do expenses) ■Fees itmrd above ere exclusive r' all wxes, frelghUmail charges, consumable items (tapes, batiedes, ac.), and r placement pa, is; such charges to be paid by the Client upon receipt of an itemized Invoices ■Fees and charges here shall noteaceed $13,000.00 innuxlly. •Changcs In fees and paynteno, if any, shall be submitted under the provisions of Sectlon 14 and shall b,: attached to and become a part of thIs Agree nMnt forte fere net, MThe ROUTINE maintenance fee shall be payable annually In advance m of the first day of each comsat service period as specified on the applicable maintenance schedule, Charges for all other services performed by XTO will be Involved immediately upon completion of ouch service. ■Fayment in full for cac`t tmolce shall be due within 30 days of receipt thereof. XTO reserves the right to impose a tole payment charge or one and one-half percent (1.182%) per month, but not In excess of the Lawful maximum, nn the past due balance in the event client shall fail lopay any charges when due NOTE - All repair so0ces muss be requested in writing by amhorired City of Denton personnel Moction 13: Expenses A)I invoice amounts (US Dollars) are due and payable upon receipt In Dallas, ball" County, Texas, USA. 06118199 Page 4 "Taking rr fe a a kofe new lerdt" Co. CortJidIA&I t t a XTG Inc, Mecdoo 7: Contract TermInadon This contract may be terminated by either party upon 30 days prior written notification to the other party subject to the receipt by Client of all completed materials to date and payment by Client to XTO of any such sums due to date of such termination. OSection a: Actanowirdaements Client acknowledges that XTO may use non-union labor to perform the work covered under this Agreement. OSectlon$: Terns acid Condidoni Duration of Agreement; This Agreement commences upon the date of execution by both parties and is valid for a period of 12 months. This Agreement shall be automatically renewed on an annual basis with a 7% increase in contract amount unless modified In accordance with Section 14. 0 :don 10: Indemnittes XTO shall indemnify defend and hold harmless the Client, it's directors. officers, employees, and agents against all claims Including reasonable legal fees and expenses on account of property loss or damage and person,d injury or death arising from it's negligence during performance of this Agreement, provided however, that nothing contained herein shall be deemed to excuse or relieve the Client from any liabilities resulting from the negligence or willful misconduct of the Client, it's directors, officers, employees, and agents or subcontractors. Mectlon llr ListiVy Notwithstanding any other provision of this Agreement, under no circumstances, with respect to s.,:lces provided herein, shall XTO be liable to the Client, or third parties claiming under the Client, for special, incidental, indirect or consequential damages such as, but not limited to, loss of profits or revenue, cost of capital or claims of customers of the Client as a result of the performance of this Agreement, ry,.A'•f 0611M Pale J oTakinl it to o %.hob now kyri ' Co. t okwoirw 0 XTG Inc. OSection U: Modlncadom and Coverntaa Law This agreement may not be amended of modified except by written instrument and signed by the parties. This Agreement shall be deemed to be entered Into one shall be construed In accordance of the laws of the County of Denton and the State of Texas. of Denton XTO,1+ a By' B to r Title. /M &404 Tit I ati' Date: y Date:_ fAt'r~ . 061419 Poles 1,7011411160 Ook low 1000111, C04AAHAW ~ 1 o c3 , XTG Inc. Schedule A { City Of Denton COUNCIL CHAMBERS SYSTEM PROPOSED MAINTENANCE SCHEDULE As a result of our continued yearly maintenance presence of the facilities at the City of Denton and subsequent information given to us regarding the amount of system use, XTO has estimated the frequency and duration of pre-:,wive maintenance required. The proposed system maintenance schedules are reflected below; 01'eriod of Service The maintenance service period shall be a one day maintenance call with the system maintenance performed as specified in Section 1, Scope of Work. DFrequency of Service The frequency of the service period shall be performed one (1) time during a quarter or once every three calendar months. This schedule shall reflect an annual preventive ma4As program with a total of four (4) on site tails per year. Moto. T~u'thr raffon ee~ Oveto `mirbNote: variation i n Frequency of Service. At the mutual agreement f Client and frequency may be adjusted to accommodate additional malntenanceladjustment neeexample, a scheduled maintenance trip may be "used up" In advance of the scheduled time If it condition arises that warrants adjustment/malmenance before the scheduled time, race the four visits are used up, this yearly Maintenance contract is considered complete and will automatically be renewed with the City based on a new list of scheduled maintenance dates, I o~ 0611th: s Page 6 "Taking h fa a x Aob new frrrf!" Ca t"oglsdeaW! o END OF FILE f fr ~ c 23