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1998-068 ORDINANCE NO ~ AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE UNIVERSITY OF NORTH TEXAS TO PROVIDE FUNDING TO THE UNIVERSITY OF NORTH TEXAS VISUALIZATION LABORATORY, AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENT, APPROVING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council has deterrmned that it is m the best interest of the citazens of the City of Denton to provide public funds to the Umversity of North Texas, in consideration of the valuable public sewees to be furmshed by the Umvemty of North Texas to the City of Denton m accordance vath the Agreement attached hereto, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Council hereby approves the Agreement attached hereto, between the City of Denton and the Umvemty of North Texas to proxade funding to the Umvemty of North Texas, Vlsuahzatlon Laboratory, to enhance its teacbang, research and outreach capablhtles, and authonzas the Mayor to execute smd A~reement SECTION II That the City Council authorizes the expenditure of funds in the manner and amount specified in the Agreement SECTION m That tbas ordinance shall become effecuve immediately upon its passage and approval PASSED AND APPROVED tbas the /7~'-dayof ~ , 1998 JACK/~ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY &ow X^ HERBERT L PROUTY, CITY ATTORNEY AGREEMENT BETWEEN THE CITY OF DENTON AND THE UNIVERSITY OF NORTH TEXAS (UNIVERSITY OF NORTH TEXAS VISUALIZATION LABORATORY) THIS AGREEMENT is made and entered into by and between the C~ty of Denton, a Texas mur~c~pal corporation, acting by and through ~ts Mayor, pursuant to ordinance, hereinafter referred to as the CITY, and the Umvers~ty of North Texas (Umvers~ty of North Texas V~suabzaUon Laboratory), Denton, Texas, hereinafter referred to as CONTRACTOR WHEREAS, the College of Arts and Science at the Umvers~ty of North Texas has estabhshed a V~soabzat~on Laboratory to enhance teactung, research and outreach capabflmes The laboratory is equipped with computer technologies capable of producing maps, photographs, three-dimens~onal models and ammated v~deos The students and faculty of the Umvers~ty of North Texas m the areas of Geography, Mathematics, Computer Science, Enwronmental Science and B~olog~cal Science will be taught to uUhze v~suahzat~on tecbauques to fae~htate analyzing and ¢ommumcatlng the results of research, and WHEREAS, the Visuahzat~on Laboratory will also assist the Umverslty of North Texas and the Denton eommumty m understanding, through the use of computer wsualizatlon, the effects that various scenario of future growth and development will have upon the CONTRACTOR and the Denton Commumty, and WHEREAS, CONTRACTOR has invested in and secured In excess of $250,000 ~n computer equipment and sof'~ware to develop the Visuahzat~on Laboratory The Laboratory ~s housed in the Center for Remote Sensing and Landuse Analysis located m the General Acadenucs Building of the Umversity, and WHEREAS, Bruce Hunter, Research Scientist m the Umvers~ty's Institute of Apphed Sciences will serve as the Techmcal Coordinator of the Visualization Laboratory CONTRACTOR has determaned that it needs assistance to support student interns to staff and prowde day-to-day assistance to users of the V~suabzaUon Laboratory The interns will provide traanng to users oftha Vlsual~zation Laboratory, will guide users on how to ut~hze the computer sofrware and hardware, will assist users with projects, and will conduct v~suahzat~on projects for the University as well as the C~ty of Denton, and WHEREAS, CONTRACTOR has requested financial assistance and support from the CITY m order to properly staffthe V~suahzat~on Laboratory with the student interns referred to in the preceding paragraph, and ~n return for the CITY's support for the ~ntems, the CITY will recewe training for CITY employees on the use of wsuahzat~on techmques m planning, CONTRACTOR will prowde a tra~mng workshop, CONTRACTOR will provide the CITY with coordinated access to the CONTRACTOR's silicon graphics computers and visualization soi~ware for use m the CITY's wsuabzaUon projects, and the CITY will receive assistance ~n conducting its v~suabzat~on projects from the Visuahzatlon Laboratory Techa~cal Coordinator and the two totems staffing the laboratory, subject to the lnnitat~ons of the CITY's use as set forth m Ex~blt "A" attached hereto, and WHEREAS, the CITY and CONTRACTOR recogmze that they each will receive benefits from th~s Agreement whtch wdl pemut the development and operaUon of the V~suahzatton Laboratory, and beheve that tbs Agreement wdl generally be of benefit to the atmens of the CITY, and WHEREAS, the CITY has adopted a budget wluch perrmts the expenditure of funds hereunder, and, the CITY w~shes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the CITY and CO~CTOR do hereby agree, and by the execuuon of tbs Agreement are bound to the mutual obhgatsons and to the performance and accomphshment of the condtttons haremaRar set forth I Thts AGREEMENT shall commence on or as of April 1, 1998 and shall terminate on March 31, 1999 RESPONSIBILITIES CON'II~CTOR hereby accepts the respons~b~hty for the performance of all sermces and acttxqtles, tn a satisfactory and effiaent manner as reasonably determined by CITY, m accordance w~th the terms harem CITY wtll constdar CONTRACTOR'S Vtce President for Financial and Business Affatrs tO be CONTRACTOR's representative responstble for the mmu~ement of all contractual matters pertaining hereto, unless written nottficet~on to the contrmy ~s recaved from CONTRACTOR, and approved by CITY The D~re~r of Econonuc Development, will be CITY's representative responsible for the admaustmuon of flus AGREEMENT III CITY'S OBLIGATION A Lmut of L~abthty CITY will rennburse CONTRACTOR for expenses recurred pursuant hereto m accordance w~th the project budget included as a part of Exlublt B Notwithstanding any other prov~sxon of flus AGREEMENT, the total of all payments and other obhgatlons made or recurred by CITY hereunder shall not exceed the sum of $32,160 B Measure of habflay In cons~deraUon of full and sausfactory semces and a~xaues hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated hereto for all purposes as Exhibit B, subject to the hnutaUons and provisions set forth m flus SeeUon and Section VII of flus AGREEMENT PAGE 2 (1) It Is expressly understood that fins AGREEMENT obhgates the City Manager's C0ntmgency Account and the C~ty UUht~es Special Semce Fund solely, but in no way obhgates the General Fund or any other momes or ered~ts of the C~ty of Denton (2) CITY shall not be hable for any cost or portion thereof which (a) has been pa~d, reunbursed or is subJeCt to payment or re~mbursemant, fi.om any other source, (b) was recurred pnor to the begummg date, or at~er the ending date spectfied m Sect,on I, (c) is not m smet accordance w~th the terms of tl~s AGREEMENT, mcluchng all exhb~ts attached hereto, (d) has not been billed to CITY w~tlun thmy (30) calendar days following bflhng to CONTRACTOR, or temunaUon of the AGREEMENT, wluchever date ~s earher, (e) ~s not an allowable cost as defined by Section IX of flus AGREEMENT orthe project budget (3) CITY shall not be hable for any cost or pomon thereof winch is ~ncurred w~th respect to any activity of CONTRACTOR requmng pnor written authorization fi.om CITY, or at~er CITY has requested that CONTRACTOR furmsh data concerning such action prior to proceeding further, unless and until CITY adxases CONTRACTOR to proceed (4) CITY shall not be obhgated or hable under tbas AGREEMENT to any party other than CONTRACTOR for payment of any momes or provision of any goods or serwces COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS CONTRACTOR shall comply w~th all appheable Federal laws, laws of the State of Texas and ordinances of the C~ty of Denton V REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropnate and official motion, resolution or action passed or taken, to enter into thas AGREEMENT B The person or persons s~gumg and executing tlas AGREEMENT on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by PAGE 3 CONTRACTOR to execute flus AGREEMENT on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and prov~sions herein set forth C, CITY shall have the right, at its option, to either temporarily suspend or permanently terminate tbas AGREEMENT ffthere is a dispute as to the legal anthonty of e~ther CONTRACTOR or the person signing the AGREEMENT to enter into flus AGREEMENT CONTRACTOR ~s hable to CITY for any money it has received from CITY for performance of the provisions of ttas AGREEMENT if CITY has suspended or terr~nated ttus AGREEMENT for the reasons enumerated in tlus Section D CONTRACTOR agrees that the funds and resources prowded CONTRACTOR under the terms of this AGREEMENT vail in no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, sepaces, or other benefits Much would have been avmlable to, or provided through, CONTRACTOR. had ~s AGREEMENT not been executed PERFORMANCE BY CONTRACTOR A CONTRACTOR will prowde, oversee, adlmmster, and carry out all of the activities and services set out In the STATEMENT OF WORK, attached hereto and incorporated hereto for all purposes as Exhtbit A, utfllzang the funds described m the Proposed Budget, Exhtb~t B, attached hereto and incorporated hereto for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as reasonably deterrmned solely by CITY and m accordance vath all other terms, proxasions and requirements ofttus AGREEMENT B No modrficatlons or alterations may be made in the STATEMENT OF WORK by CONTRACTOR vathout the prior written approval of the CITY'S Assistant Ctty Manager for Finance PAYMENTS TO CONTRACTOR A Payments to Contractor The CITY shall pay to the CONTRACTOR a maxanum amount of money totaling $32,160 for sennces rendered pursuant to th~s AGREEMENT CITY will pay these funds on a rennbursement basis to the CONTRACTOR w~thm twenty days after CITY has rec(~ved supportmg documentation Funds are to be ~xpanded by CONTRACTOR primarily as shown in the Proposed Budget, Exl~blt "B" B Excess Payment CONTRACTOR shall refund to CITY w~tl~n ten (10) worlang days of CITY's request, any sum of money wbach has been prod by CITY and which CITY at any mne there~er determines PAGE 4 (1) has resulted in overpayment to CONTRACTOR or, (2) has not been spent strictly mn accordance with the terms oftbas AGREEMENT, or (3) ts not supported by adequate documentation to fully jUStli~ the expenditure C, Deobhgat~on of Funds In the event that actual expenditure rates deviate from CONTRACTOR's prows~on of a corresponding level of performance, as specified in Exl~b~t A, CITY hereby reserves the right to reappropnate or recapture any such underexpended funds D Contract Close Out CONTRACTOR shall subunt the AGREEMENT close out package to CITY, together w~th a final expenditure report, for the tune penod covered by the last mvmce requestm$ retmbursement of funds under flus AGREEMENT, vattun fffieen (15) working days followmglthe close of the AGREEMENT penod CONTRACTOR shall utthze the form agreed upon by CITY and CONTRACTOR for said report At the ternunetion of the AGREEMENT, all unclanned (30 days or older) salaries or wages must be retumed to CITY m the following format (1) A Umvemty of North Texas check for the net aggregate amount payable to the City &Denton, (2) A hstmg showing the Social Secunty number, full name, last known complete address and the amount owed to each person revolved WARRANTIES CONTRACTOR represents and warrants that A All mformat~on, reports and data heretofore or hereafter requested by CITY and furmshed to CITY, are complete and accurate as &the date shown on the reformation, data, or report, and, since that date, have not undergone any significant change w~thout written notice to CITY B Any supporting financial statements heretofore or hereafter requested by CITY and furmshed to CITY by CONTRACTOR, are complete, accurate and fairly reflect the financial condmon of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that s~nce smd date, there has been no material change, adverse or otherwise, m the financial condition of CONTRACTOR C None of the provisions herein contravenes or is m confhct w~th the authority under wtuch CONTRACTOR is doing business or wath the provisions of any erasting indenture or agreement of CONTRACTOR D CONTRACTOR has the power to enter into flus AGREEMENT and accept payments PAGE 5 hereunder, and has taken all necessary action to authorize such acceptance under the terms and condnion$ of tbs AGREEMENT E Each of these representaaons and warranties of CONTRACTOR shall be continuing and shall be deemed to have been repeated by the subnusmon of each request for payment by CONTRACTOR ALLOWABLE COSTS A Costs shall be eonsidered allowable only if mcurred d~rectly, spectfically~nthepefformance of, and m comphance w~th flus AGREEMENT and in conformance w~th the standards and prov~mons ofExinints "A" and "B' hereto B Approval of CONTRACTOR's Proposed Budget, Exinb~t "B", does not constitute pnor written approval, even though certain items may appear hereto CITY's prior wntten authorization is reqmred m order for the follovang to be eonmdered allowable costs (1) CITY shall not be obhgated to any tinrd parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any comract service extending beyond the expiration of tins AGREEMENT (2) Any alterattons or relocation of the faclhties on and in winch the activities specufied m Exinb~t "A' are conducted (3) Any alterations, deletions or addmons to the Personnel Schedule incorporated m Exl~b~t "B" (4) Any fees or payments for consultant senaces Written requests for pnor approval are CONTRACTOR's responmbfl~ty and shall be made w~tinn sufficient tune to perrmt a thorough renew by CITY Contractor must obtmn written approval by CITY pnor to the commencement of procedures to sohc~t or purchase sennces, equipment, or real or personal property Any procurement or purchase winch may be approved under the terms of tins AGREEMENT must be conducted m ~ts entirety m accordance w~th the prov~mons of tins AGREEMENT X MAINTEN~CE OF RECORDS A CONTRACTOR agrees to mmntam records that vall pro,nde accurate, current, separate, and complete disclosure of the status of the funds received under tins AGREEMENT, m comphance w~th the prowmons of Exinint B, attached hereto, and w~th any other applicable Federal and State regulations estabhsinng standards for financial management CONTRACTOR's record system shall contmn sufiie~em documentation to pro,nde m detml full support and justification for each expenditure PAGE 6 Nothing m flus Sectaon shall be construed to reheve CONTRACTOR of fiscal accountability and llab~hty under any other proxaslon of 0as AGREEMENT or any applicable law B, CONTRACTOR agrees to retain all books, records, documents, reports, and wntten accounting pohcms and procedures pertmmng to the operataon of programs and expenditures of funds under flus AGREEMENT for three years C Notlung In the above subsectaons shall be construed to reheve CONTRACTOR of responmbthty for retaining accurate and current records Much clearly reflect the level and benefit of semaces provtded under t/ms AGREEMENT D At any reasonable t,me, the CONTRACTOR shall make avmlable to CITY, or any of as authorized representatives, records pertaining to flus AGREEMENT and shall penmt CITY, or any of tts authorized representatives to audit, examane, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and data requested by smd representatives REPORTS AND INFORMATION At such tmaes and m such form as CITY may reqmre, CONTRACTOR shall furmsh such statements, records, data and mfomtaon as CITY may request and deem pertinent to matters covered by th~s AGREEMENT CONTRACTOR shall subrmt quarterly beneficiary and financial reports to CITY no less than once each three months The beneficiary report shall proxade a detmled descnptaon of client mformat~on using the Vmuabzataon Laboratory The financial report shall ~nclude mformataon and data relatave to all progrmtlc and financial reporting as of the beginning date specified m Section I of flus AGREEMENT XII MONITORING AND EVALUATION A CITY shall perform on-rote momtonng of CONTRACTOR's performance under tbas AGREEMENT from tame-to-tune B CONTRACTOR agrees that CITY may cany out momtonng and evaluataon act~v~taes to ensure adherence by CONTRACTOR to the Statement of Work containing the program goals and objectives, wlmch are attached hereto as Exhtblt "A", as well as other prowmons of flus AGREEMENT C CONTRACTOR agrees to cooperate fully w~th CITY m the development, implementation and mmntenance of record-keeping systems and to provide data deternnned by CITY to be necessary for CITY to effectively fulfill ~ts momtonng and record-keeping rasponmbflmes PAGE 7 D CONTRACTOR agrees to cooperate m such a way so as not to delay CITY m such momtonng, and to designate one of its staff to coordinate the momtonng process as reasonably requested, by CITY staff E After each official momtonng v~slt, CITY shall pro,nde CONTRACTOR w~th a written report of momtonng findings F CONTRACTOR shall subnut copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY w~tlun ten (10) worlang days of receipt by CONTRACTOR EQUAL OPPORTUNITY A CONTRACTOR shall at all tnnes comply v~th the Equal Employment Opportumty Act and other related Federal law and regulations B CONTRACTOR will furmsh all reformation and reports reasonably requested by the CITY, and will perrmt access to its books, records, and accounts for purposes of investigation to ascertmn compliance w~th loc. al, state and Federal roles and regulations XIV PERSONNEL AND MANAGEMENT POLICIES Personnel and management pohcies shall be established by CONTRACTOR and shall be available for exanunatmon by the CITY CONFLICT OF INTEREST A CONTRACTOR covenants that neither It nor any member of its governing body presently has any interest, d~reet or md~rect, wl~ch would conflict m any manner or degree w~th the performance of set,nc, es requmred to be performed under tl~s AGREEMENT CONTRACTOR fi~rther covenants that in the performance of fins AGREEMENT, no person hav~ng such interest shall be employed or appointed as a member or,ts governing body B CONTRACTOR further covenants that no member of its governing body or its stafl~, subcontractors or employees shall possess any interest m or use l~s position for a purpose that is or g~ves the appearance ofbemg motavated by desire for pnvate gain for t~mself, or others, particularly those wath wluch he has fanuly, business, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any function or responslb~ht~es m the re,new or approval of the undertalang or caring out of this AGREEMENT shall (1) participate m any decision relating to the AGREEMENT wbach affects l~s or her personal interest or the interest m any corporation, partnerslup, or associat~on mn wtueh he or she PAGE 8 has dlrect~or md~rect ~nterest, or (2) have any interest, d~rect or md~rect, ~n tbas AGREEMENT or the proceeds thereof POLITICAL OR SECTARIAN ACTMTY A None of the performance rendered hereunder shall ~nvolve, and no pomon of the funds received by CONTRACTOR hereunder shall be used, e~ther d~rectly or ~nd~rectly, for any polmcal aet~wty 0ncludlng, but not hrmted to, an activity to further the elect~on or defeat of any candidate for pubhc o~ce) or any activity undertaken to influence the passage, defeat or final content ofleg~slataon B None of the performance rendered hereunder shall revolve, and no po~on of the funds received by CONTRACTOR hereunder shall be used for or apphed directly or ~nd~rectly to the construction, operation, n~untenance or edrmmstratton, or be ut~hzed so as to benefit m any manner any sectarian or rehg~ous facility or act~wty PUBLICITY A, Where such action ~s appropriate, CONTRACTOR shall pubhc~ze the act~v~tms conducted by CONTRACTOR under thts AGREEMENT B Any and all pubhshed matenal and written reports submatted under thas project must be originally developed material unless otherwise specifically provided ~n flus AGREEMENT When material not originally developed ~s included m a report, the report shall ~dentffy the source ~n the body of the rel~ort or by footnote Tl~s prows~on ~s apphcable when the material ~s ~n a verbatma or extensive paraphrase format CHANGES AND AMENDMENTS A Any alterations, additions, or delettons to the terms of flus AGREEMENT shall be by written amendment executed by both partms, except when the terms of th~s AGREEMENT expressly provide that another method shall be used B CONTRACTOR may not make transfers between or among approved hne-~tems w~thm budget categories set forth m Ex~ublt "B" v~thout prior written approval of CITY CONTRACTOR shall request, m writing the budget revision m a form prescribed by CITY, and such request for revision shall not ~ncrease the total monetary obhgat~on of CITY under tbs AGREEMENT In addition, budget revisions cannot s~graficantly change the nature, ~ntent, or scope of the program funded under flus AGREEMENT C CONTRACTOR will subrmt revised budget and program mformat~on, whenever the level of funding for CONTRACTOR or the program(s) described hereto ~s altered according to the total levels contmned m any port~on ofExbab~t B attached hereto PAGE 9 D It ts understood and agreed by the parties hereto that changes m the State, Federal or local laws or regulations pursuant hereto may occur dunng the term of this AGREEMENT Any such modifications are to be automatically incorporated into this AGREEMENT w~thout written amendment hereto, and shall become a part of the AGREEMENT on the effective date specified by the law or regulation E CITY may, fi.om 'amc to time dunng the term of the AGREEMENT, request changes in Exhibit A which may include an increase or decrease tn the amount of CONTRACTOR's compensation Such changes shall be incorporated in a wntten amendment hereto, as provided in Subsection A of this Sectmn F Any alterations, deletions, or addmons to the Proposed Budget contained in Exhibit B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY m writing of any proposed change in physical location for work performed under this AGREEMENT at least thm'y (30) calendar days tn advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or govermng board composition XIX TERMINATION A CITY may tenmnate this AGREEMENT w~th cause because of CONTRACTOR's wolatlon of any of the covenants, agreements or guarantees of ~s AGREEMENT ClrrY shall promptly notify CONTRACTOR m writing of its decision to temunate this AGREEMENT, specifying the reason(s) therefor, and the effective date of terrmnat~on B CONTRACTOR may terminate this AGREEMENT tn whole or m part by written notice to CITY, tfa termination of outside flmdmg occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may opt, w~thm the hrmtations of flus AGREEMENT, to seek an alternative funihng source, w~th the approval of CITY, prowded the terrmnation by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in any contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this AGREEMENT upon the dissolution of CONTRACTOR's organmation not occasioned by a breach of this AGREEMENT C Upon receipt of notice to terminate, CONTRACTOR shall cancel, w~thdraw, or otherwise temunate any outstandtng orders or subcontracts which relate to the performance of this AGREEMENT CITY shall not be hable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the tenmnauon date of this AGREEMENT PAGE 10 XX NOTIFICATION OF ACTION BROUGHT In the event that any clmm, demand, stnt or other action is made or brought by any person(s), firm, corporaUon or other entity against CONTRACTOR, whtch may involve the performance of tl~s AGREEMENT, CONTRACTOR shall g~ve written notice thereof to CITY w~th~n two (2) working days alter,being not,led of such elam% demand, suit or other action Such notice shall state the date and hour of notification of any such dam~, demand, stat or other action, the names and addresses &the person(s), firm, eorporatxon or other enuty malong such claim, or that lnsututed or threatened to institute any type of action or proceeding, the basis of such elann, action or proceeding, and the name of any person(s) against whom such clama Is being made or threatened Such written notice shall be delivered either personally or by m~ MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign th~s AGREEMENT or any interest thereto, or any claim anslng thereunder, to any party or partses, vathout the prior wntten approval of CITY B If any provision of tbs AGREEMENT is held to be invalid, illegal, or unenforceable, the remamang provisions shall remem m full force and effect and continue to conform to the original mtent of both parties hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to resist in any one or more instances upon the terms and conditions of tbas AGREEMENT constitute or be construed m any way to be a waiver by CITY of any breach of covenant or default wt~ch may then or subsequently be eommatted by CONTRACTOR Neither shall such payment, act, or on~ssion m any manner mapa~r or prejudice any nght, power, pn,alege, or remedy available to CITY to enforce its nghts hereunder, wl~eh rights, powers, pmqleges, or remedies are always speenfeally preserved No represeatative or agent of CITY may waive the effect of th~s proxqsion D Tl~s AGReeMENT, together vath referenced exl~blts and attachments, constitutes the entire agreement between the parties hereto, and any pnor agreement, assertion, statement, understandmg or other commatment antecedent to tbas AGREEMENT, whether wntten or oral, shall have no force or effect whatsoever, nor shall any agreement, assertion, statement, understanding, or other comnatment occurnng dunng the term of tl~s AGREEMENT, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed m wnung, and ffappropnate, recorded as an amendmeat ofth~s AGREEMENT E For purposes of tl~s AGREEMENT, all official commumcatlons and notices among the parties shall be deemed made ffsent postage prod to the parties and address set forth below PAGE 11 TO CITY TO CONTRACTOR C~ty Manager Pbalhp C D~ebel City of Denton V P for Financial & Bus~ness Affatrs 215 E McKmney St Uravemty of North Texas Denton, Texas 76201 Denton, Texas 76203 IN WITNESS WHEREOF th~s A~reement has been executed by CITY and CONT1LA. CTOR by and through their respecuve duly authorized officers, on flus the ~,~ day of 1998 CITY OF DENTON UNIVERSITY OF NORTH TEXAS (CITY) (CONSULTANT) i ?H~LIP~ DIEBEL VICE PRESIDENT FOR FINANCIAL AND BUSINESS AFFAIRS ATTEST ATTEST JENNIFER WALTERS, CITY SECRETARY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PAGE 12 STATEMENT OF WORK The College of Arts and Science at the Umvemty of North Texas has estabhshed a V~suahzatmon Laboratory to enhance teaclung, research, and outreach capabmhues Tlus laboratory ms equipped w~th computer technologies capable of producing maps, photographs, 3-D models, and ammated xadeos UNT students and faculty m Geography, Mathematmcs, Computer Science, Envtronmental Science, and Blolo~cal Scmence utdmze wsuahzation techmques to facilitate analyzmg and commumcatmg results of research The Vlsuahzauon Laboratory will also assmst the Umvemty and commumty In understandmg, through the use of computer wsuahzatmon, the posltmve and negative effects that various scenario of future growth and development have on the Umvemty and Denton commumty The UNT VxsuahTatmon Laboratory w~ll provmde the follouang serwces to the Cmty of Denton m return for support of research asmtants (interns) * Promde trmmng to Cmty of Denton employees on the use of wsuahzatlon techmques m planmng ,aa a two-day workshop * Proxade access to Cmty of Denton agencies/personnel to the UNT silicon graplucs computers and assocuated sott~vare for use in Cmty vmsuahzat~on projects Access must be coordinated so that ~t does not conflict wtth the use of computers and sottware mn teacbang and research by UNT * Prowde training techraeal asmtance, and pamcmpate mn the conduct of wsuahTaUon projects of interest to the C~ty of Denton mn an amount not to exceed the value of $20,000 PAGE 13 EXHIBIT "B" PROPOSED BUDGET Umvemty of North Texas Vasuahzat~on Laboratory Environmental Science Program Projected Budget Period April 1, 1998 * M~rch 31, 1999 Personnel Research Assistants (Interns) Salary of $1,000 per month for 24 student months $24,000 Fringe Benefits 0 15 x wages -- (0 15 x $24,000) 3,600 $190/month x 24 student months 4,560 Total $3 2,160 PAGE 14