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1998-300AN ORDINANCE PROVIDING FOR THE CONTINUATION OF THE P-L-U-S-ONE PROGRAM TO SOLICIT CHARITABLE CONTRIBUTIONS THROUGH THE UTILITY DEPARTMENT TO HELP UTILITY CUSTOMERS WHO ARE FACING TERMINATION OF SERVICES DUE TO FINANCIAL HARDSHIP, BY THE ADOPTION OF GUIDELINES FOR THE PROGRAM, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH INTERFAITH MINISTRIES OF DENTON, INC TO ADMINISTER THE PROGRAM, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the C~ty of Denton recogmzes that certmn utthty customers face the termination ofutd~ty services due to financml hardship, and WHEREAS, such terminations not only cause hardship for the customers but also burdens the utility department, and WHEREAS, the C~ty of Denton recogmzes that the ctt~zens of Denton are wflhng to make contributions to help aid such customers, and WHEREAS, the C~ty of Denton ~s able to prowde a convement avenue for the contributions through the utlllty b~lhng process, and WHEREAS, Interfmth Ministries of Denton, Inc ~s a non-profit corporation which ~s well eqmpped to adm~mster and d~stnbute these funds to the proper customers and will deduct only for administrative fees when other funds are not available to cover such charges, and WHEREAS, Gmdehnes for the program called P-L-U-S-One has been developed to ensure that funds will be properly accounted for and distributed, NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS ~I~CTION I That the P-L-U-S ONE Program is hereby continued by the adoption and approval of the gmdehnes for such program set out ~n Exhibit "A" whmh is attached and ~ncorporated hereto as ff set out fully word for word SECTION II That the C~ty Manager ~s hereby authorized to execute a contract w~th Interfaith Mlmstnes of Denton, Inc m substantmlly the same form of the attached contract Exhibit "B and made a part of thru ordinance for all purposes SECTION III That this ordanance shall become effective ~mmed~ately upon ~ts passage and approval PASSED AND APPROVED th~s the ~ aay of~~.J , 1998 ATTEST JENNIFER WALTERS, CITY SECRETARY S \Our Documents\Ordlnances\98h°LUSONE ORDINANCE DOC Exhibit "A" P-L-U-S ONE PROGRAM This utility bill assistance program is established to encourage utility customers to add a contribution of a minimum of $1 00 per month to their utility bill payment The contributed funds are then used to provide financial assistance to utility customers experiencing financial hardship and whose service is pending termination for reason of non-payment These funds are first collected by the City of Danton and placed in a special Trust Fund designated solely for the P-L-US One Program The City of Denton will then disburse the funds monthly to Interfaith Ministries of Denton, Inc who vail administer the program The following guidelines will apply to the use of Program funds to provide assistance 1 There will be two periods of eligibility each year - June through November and December through May Quallfym8 Denton utility customers will be eligible for one payment dunn8 each period 2 Persons receiving assistance must be City of Denton residential utIhty customers and have received a utility service cut-off notice 3 Assistance will be used for short-term crisis intervention to restore or maintain utility SOl'vice 4 Deferred payment agreements that have just been exhausted are not applicable in solving the customer's crisis situation 5 Apparent consistent excessive utility usage will be a negative factor in determining eligibility These cases will be referred to the City of Denton Utilities department for review prior to providing P-L-U-S One Program assistance 6 The overall financial resources available to the applicant will be considered in determining eligibility 7 Program assistance will be in the form of a payment made directly to the City of Denton for City of Denton utility service only 8 Priority will be given to household whose circumstances are as follows (a) Electncally powered life support systems are in use (b) Serious illness exists therein (c) Disabled or homebound or elderly residents exist on a fixed income (d) Small children reside therein (9) Recent emergencies such as home fire, layoffs from work, excessive medical expenses, etc, have occurred Preference will be given to famihes that have resided in Denton for at least slx months and have not received substantial utlhty assistance dunng that time The following procedures apply for Program administration 1 Interfaith Ministries is required to tgve a written and verbal Program dollar accounting to the Public Utilities Board not less than once per year 2 A portion of P-L-U-S One funds may be used to help cover Program admlmstratlve costs However, alternative sources of funding should be pursued first before P-L-U-S One funds are used The amount of P-L-U-S One funds made available to cover admimstratlve costs will be reviewed and determined by the Public Utlhtles Board on an annual basis 3 It is the responsibility of the Utllmes Customer Service division to obtmn the dollar amount collected from customers each month and provide a check requisition request to Finance The Finance department is responsible for the Issuance of a check each month, payable to Interfaith Mlmstnes of Denton, Inc from the specml P-L-U-S One trust fund account (811-044-0024-8906) F \SHARED'xDEPT~GL\Our Doeuments\Contraets\98~Plus One Exlub:t doc AGREEMENT BETWEEN THE CITY OF DENTON AND INTERFAITH MINISTRIES OF DENTON, INC. Ttus Agreement ~s made and entered into by and between the City of Denton, a Texas mumclpal corporat~un, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Interfaith Mmlstnes of Denton, Inc, P O Box 1744, Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received certain charitable contributions to help utility customers who face termination of services due to financial hardshap through the P-L-U-S-One Program, 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 I. TERlVl This Agreement shall commence on or as of October l, 1998, and shall terminate on September 30, 1999, unless sooner terminated m accordance w~th Section XXII "Termination" II. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the Guidelines for the P-L-U-S-One Program attached hereto as Exhibit A, and incorporated herein by reference, m a satisfactory and efficient manner as determined by CITY, m accordance with the terms hereto CITY will consider CONTRACTOR's executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters perta~mng hereto, unless written notification to the contrary as received from CONTRACTOR, and approved by CITY The CITY's Utihty s Customer Service administrator will be CITY's representative responsible for the admimstratlon of th~s Agreement III. CITY'S OBLIGATION A Limit of Liability CITY wall on a monthly basis issue a check each month for funds, ff any, In the P-L-U-S One trust account which have been contributed by c~tlzens, to be distributed by CONTRACTOR to those utility customers who meet the criteria of the P-L-U-S One Program B Measure of Lmbfl~ty In consideration of full and satisfactory sennces and act~vmes hereunder by CONTRACTOR, CITY agrees that admlmstrat~ve costs can be recovered by CONTRACTOR from the funds subject to the hm~tat~ons and prows~ons set forth ~n th~s Sectwn and Section VII ofth~s agreement (1) The parties expressly understand and agree that CITY's obhgatmns under this Section are contingent upon the actual receipt of contributions from the utility customers of the CITY If there are no contnbut~ons ~n the P-L-U-S One account for any month, CITY shall not~fy CONTKACTOR m writing w~th~n a reasonable t~me after such fact has been determined The lack of any contributions for any parhcular month shall not make the CITY liable for any costs that the CONTRACTOR may ~ncur for the adm~mstrat~on of the P-L-U-S One program (2) It ~s expressly understood that flus Agreement ~n no way obhgates the General Fund or any other momes or credits of the C~ty of Denton (3) CITY shall not be obhgated or hable under th~s Agreement to any party other than CONTRACTOR for prowd~ng funds or prows~on of any goods or services IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS CONTRACTOR shall comply w~th all apphcable federal laws, laws of the State of Texas and ordinances of the C~ty of Denton V. REPRESENTATIONS A CONTRACTOR assures and guarantees that ~t possesses the legal authority, pursuant to any proper, appropnate and official motwn, resolution or action passed or taken, to enter into th~s Agreement B The person or persons s~gmng and executing th~s Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully anthonzed by CONTRACTOR to execute th~s Agreement on behalf of CONTRACTOR and to vahdly and legally b~nd CONTRACTOR to all terms, performances and prowslons here~n set forth C CITY shall have the right, at ~ts option, to enher temporarily suspend or permanently terminate th~s Agreement ff there is a d~spute as to the legal authority of e~ther CONTRACTOR or the person signing the Agreement to enter ~nto th~s Agreement CONTRACTOR ~s hable to CITY for any money ~t has receaved from CITY for performance of the provisions of th~s Agreement ~f CITY has suspended or tenmnated thas Agreement for the reasons enumerated an thas Secuon 2 D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of tins Agreement will m no way be substituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits winch would have been avmlable 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 P-L-U-S One Program gmdelInes, attached hereto and incorporated here~n for all purposes as Exhlb~t A, and in accordance w~th all other terms, prowsmns and requirements of this Agreement No mod~ficattons or alteratmns may be made in the P-L-U-S One Program's guidelines without the prior written approval of the CITY VII. 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 of thc date shown on the mfurmation, data, or report, and, since that date, have not undergone any sIgmficant change without written notice to CITY B Any supportmg 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, m the financml condition of CONTRACTOR C No htxgat~on or legal proceedings are presently pending or threatened against CONTRACTOR D None of the provisions hereto contravenes or is in conflict with the authority under which CONTRACTOR is doing bus~ness or w~th the provisions of any ex~stmg 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 cond~tions of tins Agreement F None of the assets of CONTRACTOR is subject to any hen or encumbrance of any character, except for current taxes not dehnquent, except as shown m the financml s~atements furnished by CONTRACTOR to CITY Each of these representations and warrant~es shall be cont~nmng and shall be deemed to have been repeated by the submission of each request for payment VIII. COVENANTS A Dunng the period of tame that payment may be made hereunder and so long as any payments remaan unhqmdated, CONTRACTOR shall not (1) Use the funds pmvaded for any use other than those prowded for ~n the P-L-U-S One Program gmdehnes IX. ALLOWABLE COSTS A Costs shall be considered allowable only ff~ncurred d~rectly and spemfically in the performance of and m eomphance w~th this Agreement B CITY's prior written authonzatmn ~s reqmred ~n order for the followmg to be considered allowable costs (1) CITY shall not be obhgated to any third part~es, ~neludmg any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract servaee extenchng beyond the exparatlon ofthas Agreement (2) Out of town travel (3) Any alterations or relocation of the facflmes on and m whmh the aet~wt~es spemfied m Exhab~t A are conducted (4) Costs or fees for temporary employees or servmes (5) Any fees or payments for consultant servaces (6) Fees for attendmg out of town meetings, seminars or conferences Wnttan requests for prior approval are CONTRACTOR's responslbflaty and shall be made war,an sufficaant tame to penmt a thorough review by CITY CONTRACTOR must obtain written approval by CITY prior to the commencement of procedures to sohcat or purchase servmes, eqmpment, or real or personal property Any procurement or purchase whmh may be approved under the terms of thas Agreement must be conducted ~n its entirety an accordance with the prowsmns of this Agreement 4 MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete d~sclosure of the status of the funds received under th~s Agreement, m comphance w~th the prowsmns of this Agreement and the P-L-U-S One Program, and w~th any other apphcable Federal and State regulatmns estabhsh~ng standards for financml management CONTRACTOR's record system shall contain sufficient documcntatmn to provide in detml full support and justfficatmn for each expenditure Nothing in th~s Section shall be construed to relieve CONTRACTOR of fiscal accountability and habd~ty under any other provision of this Agreement or any applicable law CONTRACTOR shall include the substance of th~s provision ~n all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pertaunng to the operation of programs and expenditures of funds under th~s Agreement for the period of time and under the conditions spemfied by CITY C Nothing m the above subsections shall be construed to relieve CONTRACTOR of responsthdxty for retaunng accurate and current records whmh clearly reflect the level and benefit of services provided under th~s Agreement D Notwithstanding any other prowslons of this Agreement or P-L-U-S One Program gmdehnes, at any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make avmlable to, all of its records and shall penmt CITY, or any of its authorized representattves to autht, examine, make excerpts and copies of such records, and to conduct audits of all contracts, mvmces, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives XI. REPORTS AND INFORMATION At such t~mes and ~n such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and mformatmn as CITY may request and deem pertinent to matters covered by th~s Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit the most recent yearly audit conducted by independent examiners within ten (10) days after receipt of such request XII MONITORING AND EVALUATION A CITY shall perform on-s~te momtonng of CONTRACTOR's performances under this Agreement B CONTRACTOR agrees that CITY may carry out momtonng and evaluation actlVatles to ensure adherence by CONTRACTOR to the P-L-U-S One Program guldehnes wbaeh are attached hereto as Exhibit A, as well as other provisions of thas Agreement C CONTRACTOR agrees to cooperate fully w~th CITY in the development, maplementatxon and maintenance of record-keeping systems and to prowde data determined by CITY to be necessary for CITY to effectively fulfill ars momtonng and evaluation responsabflat~es D CONTRACTOR agrees to cooperate ~n such a way so as not to obstruct or delay CITY m such momtonng and to designate one of ~ts staff to coordinate the momtonng process as requested by CITY staff E After each officml momtonng ws~t, CITY shall provade CONTRACTOR wath a written report ofmomtonng findings F CONTRACTOR shall submat copaes of any fiscal, management, or audat reports by any of CONTRACTOR's funding or regulatory bodaes to CITY wathln five (5) working days of receipt by CONTRACTOR XIII. DIRECTORS' MEETINGS Dunng the terms ofthas Agreement, CONTRACTOR shall cause to be dehvered to CITY cop~es of all notaces of meetings of ~ts Board of D~rectors, setting forth the t~me and place thereof Such not, ce shall be dehvered to CITY ~n a tamely manner to gave adequate notace, and shall anclude an agenda and a brief descnptaon of the matters to be discussed CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Darectors' meetings Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY w~thm ten (10) working days of approval XIV INSURANCE A CONTRACTOR shall observe sound business practices wath respect to prowdlng such bonding and insurance as would prowde adequate coverage for services offered under th~s Agreement CONTRACTOR shall be allowed a reasonable tame to obtaan such ansurance and bondang from the tame of the sagmng of the contract B The premises on and an wluch the actavat~es described an Exh~bat A are conducted, and the employees conductang these aetlvmes, shall be covered by premase habflaty insurance, commonly referred to as "Owner/Tenant" coverage wath CITY named as an add~taonal insured, Wlttun a reasonable ttme of sagnmg the contract Upon request of 6 CONTRACTOR, CITY may, at its sole (hscretlon, approve alternate insurance coverage arrangements C CONTRACTOR will comply with applicable workers' compensation statues and will obtain employers' liability coverage where available and other appropriate habfl~ty coverage for program participants, if apphcable D CONTRACTOR will malntam adequate and continuous hablhty ~nsurance on all velucles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmred to drive a vehicle in the normal scope and course of their employment must possess a vahd Texas driver's hcense and automobile liability insurance Evidence of the employee's current possession of a valid hcense and insurance must be maintained on a currant basis m CONTRACTOR's files E Actual losses not covered by insurance as reqmred by thzs Section are not allowable costs under th~s Agreement, and remaan the sole respons~bahty of CONTRACTOR F The pohcy or pohe~es of insurance shall conttun a clause wluch requires that C~ty and Contractor be notzfied in writing of any cancellation of change ~n the policy at least tturty (30) days prior to such change or cancellation XV. EQUAL OPPORTUNITY A CONTRACTOR shall comply with all applicable equal employment opportumty and affirmative action laws or regulations B CONTRACTOR will furnish all lnformatmn and reports requested by the CITY, and will pernut access to ~ts books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations C In the event of CONTRACTOR's non-eomphance with the non-disenmlnauon r~qmrements, CITY may cancel or terminate the Agreement m whole or in part, and CONTRACTOR may be barred from further contracts with CITY XVl. PI~RSONNi~L POLICII~S Personnel pohc~es shall be estabhshed by CONTRACTOR and shall be available for examlnatton Such personnel policies shall A Be consistent w~th CITY's personnel pohc~es, procedures, and practices, including policies wtth respect to employment, salary and wage rates, working hours and hohdays, fnnge benefits, vacation and sick leave pnvfleges, and travel, unless exceptions approved by CITY, and 7 B Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY XVII 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 m 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 govermng body or its staff, subcontractors or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself, or others, particularly those with which he has family, business, or other ties C No officer, member, or employee of CITY and no member of ItS governing body who exemlses 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 XVIII 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 govermng 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-child, half-brother and half-sister XIX. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit in any manner any sectarian or rehg~ous famhty or activity, unless authorized by this contract and ordinance anthonzmg P-L-U-S One program CHANGES AND AMENDMENTS A Any alterations, ad&tlons, or deletions to the terms of th~s Agreement shall be by written amendment executed by both parties, except when the terms of th~s Agreement expressly prowde that another method shall be used B CONTRACTOR may not make transfer from the funds prowded m th~s agreement to any other budget Item or fund unless prowded for ~n th~s Agreement and P-L-U-S One Program gmdehnes C It is understood and agreed by the parties hereto that changes ~n the State, Federal or local laws or regulations pursuant hereto may occur dunng the term of this Agreement Any such mo&ficatlons are to be automatically incorporated ~nto this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation D CITY may, from time to time dunng the term of the Agreement, request changes In Exhibit A Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of th~s Section E 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 F CONTRACTOR shall notify CITY of any changes ~n personnel or govermng board composition G It is expressly understood that nexther the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs w~ll be permitted XXI SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to t~mely and properly perform each of the requirements, time con&ttons and duties prowded here~n, CITY, w~thout limiting any rights it may otherwise have, may, at ~ts dmcret~on, and upon ten (10) working days written notme to CONTRACTOR, w~thhold further payments to CONTRACTOR Such notme may be given by mini to the Executive Officer and the Board of D~rectors of CONTRACTOR The notme shall set forth the default or failure alleged, and the action required for cure 9 The period of such suspension shall be of such duration as 1s appropriate to accomphsh corrective action, but In no event shall ~t exceed thirty (30) calendar days At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds w~thheld or impounded dunng the suspension period If however, CITY determines that CONTRACTOR has not come into comphance, the prowslons of SECTION XXII may be effectuated XXII TERMINATION A CITY may terminate th~s 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 dunng any prescribed period of suspension as provided In Section XXI (2) CONTRACTOR's wolatlon of covenants, agreements or guarantees of th~s Agreement (3) Fmdmg by CITY that CONTRACTOR (a) is m such unsatisfactory financial condition as to endanger performance under th~s Agreement, (b) is delinquent m payment of taxes, or of costs of performance ofthas Agreement ~n the ordinary course of bus~ness (4) Appointment of a trustee, receiver or hqmdator for all or substantial part of CONTRACTOR's property, or institution of bankruptcy, reorgamzatlon, rearrangement of or liquidation proceedings by or agtunst CONTRACTOR (5) The commission of an act of bankruptcy (6) CONTRACTOR's vlolat~on of any law or regulation to which CONTRACTOR ~s bound or shall be bound under the terms of the Agreement CITY shall promptly not~fy CONTRACTOR ~n wnUng of the decision to terminate and the effective date of termination CONTRACTOR will refund any funds not yet distributed less any administrative cost allowed by this Agreement within 30days of termination B CITY may terminate th~s Agreement for convemence at any txme If this Agreement terminated by CITY for convemence I0 C CONTRACTOR may terminate fins Agreement ~n whole or ~n part by written notme to CITY, af a tenmnat~on of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may terminate th~s Agreement upon the dassolutlon of CONTRACTOR's organazat~on not occasioned by a breach of th~s Agreement D Upon receapt of notice to terminate, CONTRACTOR shall return any funds not yet dastnbuted less any admlmstrat~ve costs allowed by th~s Agreement, within thl~ (30) days of the termination E Notwithstanding any exercase by CITY of ~ts right of suspensmn or termmataon, CONTRACTOR shall not be relieved of habfllty to CITY for damages sustained by CITY by wrtue of any breach of the Agreement by CONTRACTOR XXIII NOTIFICATION OF ACTION BROUGHT In the event that any clmm, demand, stat or other actaon ~s made or brought by any person(s), finn corporatmn or other entity against CONTRACTOR, CONTRACTOR shall g~ve written notice thereof to CITY w~thm two (2) working days a~er being notffied of such claim, demand, suit or other aetaon Such notme shall state the date and hour of notfficat~on of any such claim, demand, stat or other actmn, the names and addresses of the person(s), finn, corporation or other enUty making such claim, or that ~nstauted or threatened to ~nstaute any type of action or proceeding, the basas of such claim, aetmn or proceeding, and the name of any person(s) against whom such claim as being made or threatened Such written not~ce shall be dehvered e~ther personally or by mai1 XXIV INDEMNIFICATION A It ~s expressly understood and agreed by both partaes hereto that CITY ~s contracting w~th CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold CITY, ~ts officers, agents and employees harmless from all habflaty of any nature or kmd, including costs and expenses for, or on account of, any elmms, auda exeeptaons, demands, suits or damages of any character whatsoever resultang ~n whole or m part from the performance or om~saion of any employee, agent or representative of CONTRACTOR B CONTRACTOR agrees to prowde the defense for, and to ~ndemmfy and hold harmless CITY its agents, employees, or contractors from any and all clmms, stats, causes of actmn, demands, damages, losses, attorney fees, expenses, and hablllty arising out of the use of these contracted funds and program admmastrat~on and lmplementataon except to the extent caused by the willful act or omlssaon of CITY, as agents, employees, or contractors XXV 11 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, company or other restitution w~thout the prior written approval of CITY B If any provision of this Agreement ~s held to be ~nvalld, illegal, or unenforceable, the rema~mng prows~ons shall remain m 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 ms,st in any one or more ~nstancas upon the terms and conditions of th~s Agreement constitute or be construed ~n any way to be a waiver by CITY of any breach of covenant or default winch may then or subsequently be committed by CONTRACTOR Neither shall such payment, act, or omission m any manner ~mpa~r or prejudice any right, power, pnwlege, or remedy available to CITY to enforce ~ts rights hereunder, winch rights, powers, pnwlegas, or remedies are always specifically preserved No representative or agent of CITY may waive the effect ofth~s prowsmn D Tins Agreement, together vath referenced exinb~ts and attachments, constitutes the entire agreement between the part,es hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to tins Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanding, or other commitment occumng dunng the term of tins Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed m writing, and if appropriate, recorded as an amendment of tins Agreement E In the event any disagreement or d~spute should arise between the part,es hereto perta~mng to the interpretation or meaning of any part of tins Agreement or ~ts governing roles, 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 commumcat~ons and notices among the part,es shall be deemed made if sent postage pa~d to the parties at the address set forth below TO CITY TO CONTRACTOR City Manager Director C~ty of Denton Interfaith Mlmstnes of Denton, Inc 215 E McKanney St P O Box 1744 Denton, Texas 76201 Denton, Texas 76202 12 G Tins Agreement shall be Interpreted ~n accordance w~th the laws of the State of Texas and venue of any llttgat~on concerning tins Agreement shall be m a court competent junsdmtmn sitting m Denton County, Texas IN WITNESS OF WHICH tins Agreement has been executed on tins th~ay of CITY OF DENTON ATTEST JENNIFER WALTERS, CITY SECRETARY AP~t~OVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY INTERFAITH MINISTRIES OF DENTON, INC S \Our Documents\Contracts\98~PLUS ONE doc