Loading...
HomeMy WebLinkAbout2000-087FILE REFERENCE FORM 1 2000-087 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Amended by Ordinance No. 2015-239 08/18/15 JR P WhuWWgt� Wur Doc m"Winnsn\95V( Dmo SWIM&c ORDINANCE NORD_o8q AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND KEEP DENTON BEAUTIFUL, INCORPORATED RELATING TO DEVELOPING PROGRAMS ENHANCING THE APPEARANCE AND ENVIRONMENT OF DENTON, AND PROVIDING AN EFFECTIVE DATE THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is authorized to execute an Agreement between the City of Denton, Texas and Keep Denton Beautiful, Inc relating to developing programs enhancing the appearance and environment of Denton under the terms and conditions contained in the Agreement which is attached hereto and made a part hereof SECTION 2 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 0 day of ///QiCC 1L 2000 55 . ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY \\CH WL\VOLI�gKLL LOw Dttommttl ,tl 1999KMDm RBaaNNidw 2000 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 76202, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY recognizes that the mission of Keep Denton Beautiful, Inc is "to empower the community to create a cleaner, more beautiful Denton through volunteensm and education", and WHEREAS, CITY has adopted a budget which includes in -kind support as well as a direct expenditure of funds for Keep Denton Beautiful projects, and WHEREAS, CITY has designated the Parks and Recreation Department as the division of the City responsible for the administration of this Agreement and all matters pertaining thereto, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such projects, 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 I. TERM This Agreement shall commence on or as of January 1, 2000 and shall continue annually so long as appropriate funds are budgeted each fiscal year by the City for continuation of the agreement II. RESPONSIBILITIES CONTRACTOR 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 CITY will consider CONTRACTOR'S executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY Page 1 of 17 kTH WUVOLNI WVLWar DttvmaYtlCanVd01!M999 Yin Dm RBwlWltl The CITY'S Park and Recreation Department's KDB Coordinator (or such official designated by the Director of such department) will be CITY's representative responsible for the administration of tlus Agreement III. CITY'S OBLIGATION A. Limit of Liability. CITY shall provide CONTRACTOR the sum of $10,000 from the Solid Waste Fund to be expended in accordance with the project budget included as a part of Exhibit B for the calendar year beginning January 1, 2000 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 identified in Solid Waste Fund or other applicable fund as the then current budget for CONTRACTOR For the calendar year 2001 and subsequent year's Exhibit "B" may be amended by approval of a budget for applicable fund(s) that specifically earmark the manner in which the funds so appropriated are to be expended B. Measure of Liability. In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, 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, or after the ending date specified in Section I, (b) is not in stnct accordance with the terms of this Agreement, including all exhibits attached hereto, (c) is not an allowable cost as defined by Section 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 CITY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (3) 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 C. In -Kind Services The City shall provide staffing, office supplies, office space, etc to assist Contractor in the accomplishment of the programs and projects set forth in Exhibit "A" so long as such expenditure of funds does not exceed the value that such programs and projects bring Page 2 of 17 \TH LGLWOLIWUW Pe LW rMWNNY\CoOUW1 WIM KM Ommn BMW to the City The determination of the amount of in -kind services provided by the City shall be limited generally by the City's budget for such services and specifically by the City Manager's (or his/her designee) allocation of the manpower and support services available to the Park's & Recreation Department for its overall operations in the City Such allocation shall not exceed the amount allowed by Art 3, Sec 52 of the Texas Constitution IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton V REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement B The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Agreement not been executed VI. PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the WORK STATEMENT, attached hereto and incorporated herein for all purposes as Exhibit A, utilizing the funds described in Exhibit B, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in accordance with all other terms, provisions and requirements of this Agreement Page 3 of 17 \\CH LOL\VOLIWuteCQyl LW rWWMMUMnftn \9 ]M Keep nBMUMId No modifications or alterations may be made in the Work Statement without the prior written approval of the City's Representative referenced in Paragraph II VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR the sum of $10,000 (or such other budgeted sums for 2001 and thereafter) for services rendered under this Agreement with payment being due on January 1 of each year in which such sum is budgeted B. Disallowed Costs Upon termination of the Agreement, should any expense or charge for which payment has been made be subsequently disallowed or disapproved as a result of any auditing or monitoring by CITY, CONTRACTOR will refund such amount to CITY within ten (10) working days of a written notice to CONTRACTOR, which specifies the amount disallowed Disallowed salaries or wages must be returned to CITY in the following format (1) A cashier's check for the net aggregate amount payable to the City of Denton, (2) A listing showing the Social Security number, full name, last known complete address and the amount owed to each person involved Refunds of disallowed costs may not be made from these or any other funds received from or through CITY VIII. WARRANTIES CONTRACTOR represents and warrants that A. All information, reports and data heretofore or hereafter requested by CITY and furnishedi to CITY, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR C No litigation or legal proceedings are presently pending or threatened against CONTRACTOR Page 4 of 17 0CH WL\VOLIWiveENW�\LOLWurWwOON\(bnunlA99\I999 Kmp pnlou BwoONItlM 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 Agreement F None of the assets of CONTRACTOR is subject to any hen 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 of each request for payment IX. COVENANTS A During the period of this agreement, the CONTRACTOR shall not, without the prior written consent of the City's authorized representative referenced in Paragraph II (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 preexisting 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 accounts receivables, notes or claims for money due or to become due (3) Sell, convey, or lease all or substantial part of its assets (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guarantor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer 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 Page 5 of 17 MCH WLWOLIWimdW I LA r Oxpmm�=tbM1999 KM Dm HNUMId XI MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in compliance with the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for financial management CONTRACTOWs 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 tlus provision in all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Agreement for a period of five (5) years C Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement D At any reasonable time and as often as CITY may deem necessary, the CONTRACTOR 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, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives XIII REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an audit conducted by independent examiners within ten (10) days after receipt of such XIV. MONITORING AND EVALUATION A CITY shall perform onsite monitoring of CONTRACTOR's performance under this Agreement B CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Objectives, which are attached hereto as Exhibit A, as well as other provisions of this Agreement Page 6of17 \\CH LOL\VOLNhL WWWL\Out Uocumml:\ConVBtb\99\I999 KM DmWn BemliNltl C CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of recordkeepmg 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 After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within ten (10) working days of receipt by CONTRACTOR XV DIRECTORS' MEETINGS During the term of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief 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 thirty (30) working days of approval XVI INSURANCE A. CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement B, If the premises on and in which the activities described in Exhibit A are conducted, are not owned or leased by City and the employees conducting these activities are not employed by CITY, then CONTRACTOR shall be covered by premise liability insurance, commonly referred to as "Owner/Tenant" coverage with CITY named as an additional insured Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements Page 7 of 17 MCH LOUVOLIVIuredW WLWue Ou eodMConV tsl M999 Keep Ombn BMIN doe 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 not employed by CITY, if applicable D CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis in CONTRACTOR's files E Actual losses not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR F The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation XVII EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within thirty (30) days of the effective date of tlus 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 event of CONTRACTOR's non-compliance with the non-discrimination requirements, City may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred from further contracts with CITY XVIII. PERSONNEL 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 Page 8 of 17 NCH LOL\VOLIWivadNapNAL\Ow DocvmmY\Conlncle\99\I999 KeepUWoo Beev4Nl Eoe B Be in writing and shall be approved by the governing body of CONTRACTOR and by representatives of the CITY XIX. CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body B CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his positron for a purpose that is or gives the appearance of being motivated by desire for private gam for himself, or others, particularly those with which he has family, business, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest, or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof Y.X. 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, mece, step- parent, step-cluld, half-brother and half-sister XXI POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to Page 9 of 17 \\CH LOL\VOLIWu[ gl"LWWDu[uMMU\ DV0M9YIM Ku B 00 BMUNIC the construction, operation, maintenance or administration, or be utilized so as to promote in any manner any sectarian or religious facility or activity XXII. 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 CONTRACTOR may not make transfers between or among approved line -items within budget categories set forth in Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Agreement In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement C CONTRACTOR will submit revised budget and program 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 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 CONTRACTOR's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted Page 10 of 17 X)f LOLWOLIbLvtQ V,p LWurD menm\ ntr¢wk9M99 Keep D Ian BewuNl du XXVe SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, require the CONTRACTOR to refund unused funds Such notice may be given personally and by certified mail to the Executive Officer and the Chairman of the Board of Directors of CONTRACTOR The notice shall set forth the default or failure alleged, and the action required for cure The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed tlurty (30) calendar days At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all returned eligible funds withheld or impounded If, however, CITY determines that CONTRACTOR has not come into compliance, the provisions of Section XXVI may be effectuated XXVI TERMINATION A CITY may terminate this Agreement with cause for any of the following reasons (1) CONTRACTORIs failure to attain compliance during any prescribed period of suspension as provided in Section XXV (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement (3) Finding by CITY that CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement, (b) has allocated inventory to this Agreement substantially exceeding reasonable requirements, (c) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business (4) 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 Page 11 of 17 ,CH LGL\VOLI\�bantlWepl\LOL\Our WoummMCan4xM9n1999 Keep Pom�oo BawllPoldoc (5) CONTRACTOR's inability to conform to changes 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) CONTRACTOM violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination Simultaneous notice of pending termination may be made to other funding sources specified in Exhibit B B CITY may terminate this Agreement for convenience at any time upon providing CONTRACTOR thirty (30) days written notice of termination C CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw, or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement CITY shall not be liable to CONTRACTOR or CONTRACTORes creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date E Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined XXVII. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm, corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two (2) working days after being notified of such claim, demand, suit or other action Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or Page 12 of 17 ,CH LOL\VOLI�M1aud g%%LOL10ue49ummBlC =tB \M1999Km9Dm BwutiNidw proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened Such written notice shall be delivered either personally or by certified marl XXVIII. INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of CONTRACTOR B CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorneys fees, expenses, and liability ansmg out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors XXIX MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therem, or any claim arising thereunder, to any party or parties, bank, trust company or other financial institution without the prior written approval of CITY B If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto C In no event shall any payment to 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 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 Tlus 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 antecedent to this Agreement, whether written or oral, shall Page 13 of 17 \TH LGUVOLIWueCb "LWTD Mw \Cnuecu\9TMKeepO WO BMONIA have no force or effect whatsoever, nor shall any agreement, assertion, statement, understanding, or other commitment occurring during the term of tlus 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 anse between the parties hereto pertaining to the interpretation or meamng of any part of this Agreement or its governing rules, codes, laws, ordinances or regulations, CITY will have the final authority to render or to secure an interpretation F For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set forth below TO CITY City Manager City of Denton 215 E McKinney St Denton, Texas 76201 TO CONTRACTOR President Keep Denton Beautiful, Inc P O Box 374 Denton, Texas 76202 G This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas IN WITNESS OF WHICH —1�� this Agreement has been executed on this the A day of ATTEST JENNIFER WALTERS, CITY SECRETARY BY O� L/ V-- APPROVED AS TO LEGAL FORM PROUTY, CITY ATTORNEY CITY OF DENTON BY MI CI Y MANAGER Page 14 of 17 \\CH WL\VOLNhffcelWqi Doeumm4lC mss\99\I999" Deism BwuIIM Me ATTEST KEEP DENTON BEAUTIFUL, INC BY AM PRESIDENT Page 15 of 17 \\Cx gallon DMIMlEac EXHIBIT "A" Keep Denton Beautiful Work Statement The Keep Denton Beautiful Board develops programs and makes recommendations on issues related to the appearance and environment in Denton The Board implements and organizes a number of activities and events including city-wide clean-ups, Adopt -A -Spot, Tree City USA, Denton Redbud Days, and school/education projects Keep Denton Beautiful is a certified city in the Keep America Beautiful, Inc national program In order to maintain certification, Keep Denton Beautiful submits an annual photometric index (litter survey) and cost/benefit analysis Page 16 of 17 \\CH WL\VOLIWYM'dt"LW DouuomU\ nV"W\ l9 KMBmloo Bmtihlg EXHIBIT "B" 2000 BUDGET Great American Clean-up Community Education Public Relations Government Services Business Services Neighborhood Services $ 3,60000 2,00000 2,30000 70000 70000 70000 $1OLO0 000 Page 17 of 17