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1985-1341126L NO AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE CITY OF DALLAS AND NORTH TEXAS STATE UNIVERSITY FOR LIMNOLOGICAL STUDIES ON LAKE RAY ROBERTS, AND APPROVING THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council has determined that it is in the best interest of the citizens of the City to enter into a Monitoring and Research Contract with the City of Dallas and North Texas State University to provide a cooperative program of Limnological Studies on Lake Ray Roberts, and WHEREAS, Section 2 36 (f) of the Code of Ordinances requires that the City Council approve all expenditures of more than $3,000, and WHEREAS, Section 2 09 of the Charter of the City of Denton, Texas requires that every act of the Council providing for the expenditure of funds or for the contracting for indebtedness shall be by ordinance, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION I That the Mayor and City Secretary are hereby authorized and directed to execute and attest, respectively, the contract between the City of Denton, City of Dallas and North Texas State University under the terms and conditions contained in said contract which is attached hereto and made a part hereof SECTION II That the City Council authorizes the expenditure of funds in the amount of $14,773 00 as specified in the attached Monitoring and Research Contract SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the C ` day of , 1985 AICjPiARD IT OF D NTON, TEXAS C ATTEST OTTE ALLEN, ~14 CHARL CITY OF DENTON, TEXAS APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS BY C~ 1126L THE STATE OF TEXAS § COUNTY OF DENTON § MONITORING AND RESEARCH CONTRACT This contract is made and entered into by and between the CITY OF DALLAS, a municipal corporation, of Dallas County, Texas, (here- inafter referred to as "DALLAS"), the CITY OF DENTON, a municipal corporation, of Denton County, Texas, (hereinafter referred to as "DENTON"), and North Texas State University, a non-profit State institution of higher education, having its principal place of business at the Administration Building, Nortn Texas State University, Denton, Texas, 76203, (hereinafter referred to as "INVESTIGATOR") PURPOSE WHEREAS it is to the mutual benefit of DALLAS and DENTON and the INVESTIGATOR to enter into a cooperative program of Limnological Studies on Lake Ray Roberts for the purposes of pursuing monitoring, research and training related to water quality, this contract is formulated to state the terms and conditions under which the INVESTIGATOR shall, through its Institute of Applied Sciences and Aquatic Sciences Program in the Department of Biological Sciences, conduct research and training to assist DALLAS and DENTON in implementing the aforesaid Cooperative Program of Limnological Studies on Lake Ray Roberts 2 ADMINISTRATION DALLAS, acting through its Director of Water Utilities, (here- inafter referred to as "Director"), shall be responsible for administering and enforcing the terms of this agreement on behalf of the cities of DALLAS and DENTON DENTON shall be consulted and allowed to provide input as to any question involving interpretation of the terms of the agreement Any change in services, as described in Section 7 hereof, shall not be implemented without DENTON'S consent, which shall not be unreasonably withheld 3 DESCRIPTION OF SERVICES INVESTIGATOR'S services shall be rendered for the purpose of conducting water qualitiy monitoring and research at Lake Ray Roberts in the following areas a Development of baseline water quality data in the streams feeding Lake Ray Roberts PAGE 1 b Development of a nutrient budget for the reservoir, quantifying sources and sinks of phosphorus and nitrogen c Development of a relationship between land uses in the watershed and nutrient loadings to the reservoir d Development of a eutrophication model for Lake Ray Roberts predicting trophic status through time A detailed description of the services to be rendered by the INVES- TIGATOR is contained in Exhibit A, and Exhibit B is the proposed budget for the services INVESTIGATOR shall deliver all data, reports and documents which result from its services to the Director in such form as is satisfactory to the Director A copy of all such documents shall also be forwarded to the City of DENTON 4 PERFORMANCE OF SERVICES INVESTIGATOR and its employees or associates shall perform all the services under this Contract INVESTIGATOR represents that all its employees or associates who perform services under this Contract shall be fully qualified and competent to perform the services described in Section 2 INVESTIGATOR agrees that it will use its best efforts to perform services under this Contract 5 TERM Work under this Contract shall commence on or about July 1, 1985, and continue for eighteen (18) months All work snall be completed by January 31, 1987 All services, written reports and other data are to be completed and delivered to DALLAS and DENTON by the stated date unless an extension of time, based upon good reasons presented by INVESTIGATOR, is approved by the Director 6 PAYMENT In consideration of the professional services to be performed by the INVESTIGATOR under the terms of this Contract, DALLAS and DENTON shall pay INVESTIGATOR a total fee of $56,821 00, unless later amended by mutual agreement in writing This fee is to be paid to the INVESTIGATOR in eighteen (18) monthly installments, the first of which bhall be due and payable upon execution of the Contract, and shall amount to $5,821 00, with 17 subsequent monthly installments of $3,000 00 each Any subsequent modifications of the amount of this Contract will require modification of this payment schedule PAGE 2 DALLAS, as the administrator of this contract, shall be responsible for making payment to INVESTIGATOR but DENTON agrees and covenants to remit monthly to Director its proportionate share, of 26% (or $14,773 00) of the total fee DALLAS shall be respon- sible for 74% of the total fee or the sum of $42,048 CHANGE IN SERVICES DALLAS, through its Director, after consultation with DENTON, may request, from time to time, changes in the scope or focus of the activities, investigations and studies conducted or to be conducted by INVESTIGATOR pursuant to the Contract Any such change which varies significantly from the scope of services set out in Section 2 and would entail a significant increase in cost or expense to INVESTIGATOR shall be mutually agreed upon by INVESTI- GATOR and the Director. Changes in the scope, which in the opinion of INVESTIGATOR and the Director would require additional funding by DALLAS and DENTON, must first be authorized by resolutions of the the City Councils of DALLAS and DENTON CONFIDENTIAL WORK No reports, information, project evaluation, project designs, data or any other documentation developed by, given to, prepared by or assembled by INVESTIGATOR under this Contract that contains confidential information belonging to DALLAS and DENTON shall be disclosed or made available to any individual or organization by INVESTIGATOR without the express prior written approval of the Director INDEMNITY To the extent allowed by the State of Texas, INVESTIGATOR shall defend, indemnify, and hold DALLAS and DENTON whole and harmless against any and all claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned by or from any negligent act, error or omission of INVESTIGATOR or any agent, servant, or employee of INVESTIGATOR in the execution or performance of this contract 10 RIGHT OF REVIEW Both DALLAS and DENTON may review any and all of the services performed by INVESTIGATOR under this Contract 11 CONFLICT OF INTEREST OF CITY EMPLOYEES The following section of the Charter of the City of DALLAS shall be one of the conditions of, and a part of, the consideration of this contract, to-wit PAGE 3 "CHAPTER XXII Sec II FINANCIAL INTEREST OF EMPLOYEE OR OFFICER PROHIBITED No officer or employee shall have any financial interest, direct or indirect, in any contract with the CITY or be financially interested, directly or in- directly, in the sale to the CITY of any land, materials, supplies or services, except on behalf of the CITY as an officer or employee Any violation of this section shall constitute malfeasance in office, and any officer or employee guilty thereof shall thereby forfeit his office, or position with the CITY Any violation of this section, with knowledge, express or implied, of the person or corpo- ration contracting with the CITY shall render the contract involved voidable by the City Manager or the City Council The alleged violations of this section shall be matters to be determined either by the Trial Board in the case of employees who have the right to appeal to the Trial Board, and by the City Council in the case of other employees " 12 NONDISCRIMINATION As a condition of the Contract, INVESTIGATOR covenants that INVESTIGATOR will take all necessary actions to insure that, in connection with any work under this Contract, INVESTIGATOR, his associates and subcontractors, will not discriminate in the treat- ment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or physical handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements In this regard, INVESTIGATOR shall keep, retain and safeguard all records relating to this Contract or work performed hereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the cities of DALLAS and DENTON, upon request, for purposes of evaluating compliance with this and other provisions of the Contract 13 CONTRACT PERSONNEL This Contract provides for personal or professional services, and the INVESTIGATOR shall not assign this Contract, in whole or in part, without the prior written consent of DALLAS and DENTON 14 TERMINATION Either INVESTIGATOR or DALLAS, after consultation with DENTON, may terminate this Contract upon thirty (30) days written notice to the other party with the understanding that all services being performed under this Contract at sole cost to either shall cease upon the date specified in such notice INVESTIGATOR shall invoice DALLAS for all services completed and shall be compensated in PAGE 4 accordance with the terms of this Contract for all services performed by INVESTIGATOR prior to the date specified in such notice 15 NOTICES All notices, communications, and reports required or permitted under this Contract shall be personally delivered or mailed to the respective parties by depositing same in the United States mail, postage prepaid, at the addresses shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses Mailed notices shall be deemed communicated as of five days after mailing If intended for Dallas, to If intended for Denton, to If intended for Investigator, to City Manager City of Denton Municipal Building Denton, TX 76201 North Texas State University NT Box 13078 Denton, TX 76203 Dr Kenneth L Dickson, Director Institute of Applied Sciences 16 INDEPENDENT CONTRACTOR In performing services under this Contract, INVESTIGATOR is performing services of the type performed prior to this Contract, and DALLAS and DENTON and INVESTIGATOR by the execution of this Contract do not change the independent status of INVESTIGATOR No term or provision of this Contract or act of INVESTIGATOR in the performance of this Contract shall be construed as making INVESTI- GATOR the agent, service, or employee of either the City of DENTON or the City of DALLAS 17 VENUE The obligations of the parties to this Contract are performable in Denton County, Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Denton County, Texas PAGE 5 18 APPLICABLE LAWS This Contract is made subject to the provisions of the Charter and ordinances of the City of DALLAS, as amended, and all applicable State and federal laws 19 GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas 20 LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract 21 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument 22 CAPTIONS The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract 23 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, adminis- trators, successors and, except as otherwise provided in this Contract, their assigns 24 ENTIRE AGREEMENT This Contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this Contract, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Contract PAGE 6 EXECUTED this day of , 1985 by DALLAS, signing by and through its~~~ Manager, duly authorized to execute same by Resolution No , adopted by the City Council on , by DENTON, signing Ty and through its City Manager du a or zed to execute same by Ordinance No 9r-13!/ , and by INVESTI AT , North Texas State University, through its u y authorized officials CITY OF DALLAS, TEXAS BY ATTEST CITY SECRETARY NORTH TEXAS STATE UNIVERSITY BY ATTEST CITY OF DENTON, TEXAS BY ATTEST CITY SE ~o L.C CRETARY PAGE 7 V=R=T COPY PIPE LINE LICENSE Rv i, n THIS AGREEMENT No made this let day of July 19-M- between the MISSOURI-KANSAS-TEXAS RAILROAD COMPANY hereinafter called "Licensor" and CITY OF DENTON, TEXAS hereinafter called "Licensee" WIT%ESSETH ARTICLE 1 1 Term This agreement shall take effect the date hereof, and unless sooner termi- nated as provided herein, shall continue in force so long as used for the purpose herein set out for a period of ten (10) years, or until terminated by either party giving the other party not less than thirty (30) days' advance notice in writing of an intention to terminate the same, the agreement to terminate upon the expiration of such term or notice, whichever occurs first Licensee is hereby given a renewal option at a price and term to be negotiated no sooner than 120 days or less than 30 days prior to the expiration of this term In the event the amount of renegotiated rental is not agreed to in writing by both parties, prior to the expiration of the term of this license, this license shall automati- cally terminate without notice, effective the last day of the expiring term 2 Consideration and Description In consideration of ONE THOUSAND FIFTY AND NO/100---------- (s 1,050 00 )DOLLARS receipt of which is hereby acknowledged and of the cotenants of Licensee as hereinafter set forth Licensor hereby grants a license and permission to Licensee to construct reconstruct use maintain operate repair and install by borins method one pipe lines(s) encased in a carrier pipe not exceeding- fourteen ( 14 tnches in diameter to be used for earning sanitary sewer across or along Licensors property at or near Denton in the County of Denton and State of Texas For convenience the said pipe line is hereinafter referred to as "Crossing" The location of said Crossing is more particularly described as follows Said fourteen (1411) inch sanitary sever crosses said Railroad Company's premises at an angle of 62 degrees, 00 minutes, more or less, measured to the right northerly, from the centerline of said Railroad Company's Denton Subdivision main track at Mile Post K-723.09, being main track valuation chaining station 1848 plus 42, distant 30 feet, more or less, measured northwesterly along the centerline of said main track from the centerline of Woodrow Lane at 1848 plus 12, (D 0 T. No. 414 679 Y) Said pipe line is not within the limits of a public crossing ^I a1~ 11 Licensee undertakes and agrees I Specifications To install said Crossing according to the specifications of the American Railway Engineering Association Part S, Pipelines The Crossing shall be laid and maintained at the sole cost of Licensee, and in a manner and with material satisfactory to Licensor's Chief Enameer with its top at least five and one-half (Sift) feet beneath the base of the rail under the track, and at least five and one-half(S-1/2) feet below the surface of the ground elsewhere, so it will not interfere with the safe operation of said railroad or cause damage to Licensor's property. Said pipe line shall be encased in a larger pipe where it passes under any railroad track, and for at least twenty-five (25') feet on each side of the center line of, any such track. 2 Present Occupants To make appropriate arrangements with any person or legal entity occupying the premises affected hereby pursuant to a lease or other permission granted by Licensor, so that Licensees said Crossing will not unreasonably interfere with the use of the subject property, or create undue hardship on the person or legal entity occupying the premises 3 Liability Licensor shall not be liable for any damage to said Crossing or the contents thereof howsoever such damage shall be caused, whether by the negligence of Licensor, its agents employees, or otherwise Licensee assumes the risk of, and shall protect indemnify and hold harmless Licensor from and against all liability for or on account of injury to or death of any and all persons or damage to property including livestock killed or injured resulting from or incident to the construction, maintenance, use, operation, relocation, reconstruction or existence of said Crossing on Licensors premises, or the removal thereof from said premises, or to the restoration of or failure to restore said premises to their prior or other condition as herein provided, whether such injury, death or damage shall be caused or contributed to by the negligence of Licensor its agents, employees or otherwise and Licensee will protect, indemnify and hold harmless Licensor and any others legally using its right of way from all claims, demands, suits or actions growing out of any such loss injuryordemands including investigation costs courtcosts and attorneys fees resulting or in any manner arising from the risks herein assumed by Licensee Licensee further agrees to immediately investigate any such claims demands, or suits and shall defend, settle and/or otherwise dispose of the same at its sole cost and expense In the event Licensee settles any such claims demands or suits it shall obtain a release which includes Licensor Licensee shall not have or make against Licensor any claim or demand for or on account of any damage Licensee may suffer or sustain because of any failure of Licensor's title to the right of way and lands occupied by said Crossing or any part thereof 4 H giver To waive all right to question the validity of this License or any of the terms or provisions hereof or the right or power of Licensor to execute and enforce the same ARTICLE III It is mutually agreed by and between the parties, as follows I (a) Repairs and Relocation Licensee will at all times maintain the Crossing in a safe and secure manner and in a condition satisfactory to Licensor Licensor may request Licensee to change the location of the Crossing orany part thereof or to make reasonable repairs as in the judgement of Licensor shall be deemed necessary to avoid interference with or danger in the use or operation of Licensor s railroad, or any of its present or future appurtenances or telegraph telephone, signal or other lines on Licensors right of way and in the event it is found necessary for Licensor to use its entire right of way or any portion of it occupied by the Crossing Licensee shall at its sole expense, and within thirty (30) days after notice so to do (or upon shorter notice in case of emergency) remove said Crossing or as much of the Crossing as is located upon that portion of the right of way so required by Licensor (b) if Licensee shall fail to perform any of its obligations contained in this agreement to the maintenance of safe conditions in and about said Crossing or as to the protection of wires from electrical interference on Licensors property or to make an} necessary repairs or to relocate said Crossing then Licensor may cause such condition to be made safe or change of location to be made or repairs to be made or Crossing to be removed from Licensors property, Licensor acting as the agent of Licensee and may perform such work as is necessary in the judgement of Licensor and Licensee shall on demand promptly reimburse Licensor the whole cost thereof plus ten (10%) per cent thereon as a charge for supervision accounting and use of tools or Licensor may terminate this License by giving to Licensee not less than ten (10) days advance written notice of its intention so to do 2 Termination Licensor may terminate this License upon ten (10) days written notice if Licensee fails to keep any of Licensee s covenants herein contained or if the right of way is required for other purposes by Licensor and no reimbursement shall be made for Licensees expenses incurred in the removal of this crossing or the consideration paid for this License No termination or expiration shall affect the rights and liabilities if any of the parties hereto then existing 3 Restoration Upon the termination of this agreement whether in accordance with the provisions of Paragraph I of Article I or Paragraph 2 or 4 of Article 111 or otherwise, Licensee shall promptly remove said Crossing from Licensor s right of way and restore said right of way to its prior condition, or to a condition satisfactory to Licensor If Licensee shall fail to remove said Crossing within thirty (30) days after the termination of this agreement Licensor may remove the same, and charge the expense therefor to the Licensee on the basis provided in Paragraph 1(b) of Article 111 -2- 4 Miscellaneous (a) This License and all of the provisions herein contained shall be binding upon the parties hereto their heirs executors administrators successors and assigns and Licensee agrees to supply notice in writing to Licensor of any name changes Licensee agrees not to assign this License or any mterest therein without the consent of Licensor in writing and any and every such attempted assignment without such prior written consent shall be void and of no effect In the event of any assignment Licensee shall at all times remain fully responsible and liable for the payment of the rental if any herein specified and for the compliance of all of its other obligations under the terms provisions and covenants of this License (b) In the event rent is paid annually Licensor expressly reserves the right to increase the above rental rate on any yearly anniversary date of this license by giving Licensee thirty (30) days written notice Licensor may increase the rental by the percentage that the Consumer Price Index has increased published by the Department of Labor since the last rental increase period or the last anniversary date hereof (c) The personal pronouns used herein as referring to Licensee shall be understood so to refer to Licensee whether Licensee be a natural person a partnership or a corporation or any combination thereof (d) Any notice herein required to be given by Licensor to Licensee shall be deemed properly given if served upon or delivered to Licensee or his authorized agent or if posted on or if mailed postpaid addressed to Licensee at his last known place of business (e) No oral promises oral agreements or oral warranties shall be deemed apart of this License nor shall any alteration amendment supplement or waiver of any of the provisions of this license be binding upon either party hereto unless the same be supplemented altered changed or amended by an instrument in writing signed by Licensor and Licensee (f) This License does not become binding upon Licensor until executed by Licensors vice president IN WITNESS WHEREOF the parties hereto have executed this agreementas of the dayand year first above written MISSOURI-KANSAS TEXAS RAILROAD COMPANY By Vice President CITY OF DENTON, TEXAS r By Title Ma or Address Munn ipal Building 215 E McKinney St Denton, Texas 76201 File T-18753-B -3- a n^ G. d aV~ z ~qC N q, 4~ax Z8~! „ r ~ 8 ig'• 69~51.5~ 4.' PO ►0 009 r~s w R + ' x I x ..s 60 Ng K 1t~e Or ►g6gf*~ r`eoZ ►gbg AFE N G v -flie pral B can / 15. 10 il1l la3- EA _ - \ ~ , slyn• ~ross9 '66i pRa $ 5N p 146185 ,:03 o+ g V A ~ r too E wo - 1g~g 4,00 n` V~I Gross 9 S 9 rem i ,c+fwyN ~r\ AfZ a . t T i ro~ a /Pipe No a1a 619 2a s sl"9 D~ c cro I X23 y/lsx6 /if CIA j3 r 06,x, -i sk ~ ~ POIF -9 ~ 8 ' ~ gn - f / • 18Q0 42 t55~~i8 ~ Fem.' « r r Tx `rR T I l ossy q ° Syt6S / i L t C 2 000 L `~Q_ C• /B3/tS3 8 1 ^ ~x 11x 1126L THE STATE OF TEXAS § MONITORING AND RESEARCH CONTRACT COUNTY OF DENTON § This contract is made and entered into by and between the CITY OF DALLAS, a municipal corporation, of Dallas County, Texas, (here- inafter referred to as "DALLAS"), the CITY OF DENTON, a municipal corporation, of Denton County, Texas, (hereinafter referred to as "DENTON"), and North Texas State University, a non-profit State institution of higher education, having its principal place of business at the Administration Building, Nortn Texas State University, Denton, Texas, 76203, (hereinafter referred to as "INVESTIGATOR") PURPOSE WHEREAS it is to the mutual benefit of DALLAS and DENTON and the INVESTIGATOR to enter into a cooperative program of Limnological Studies on Lake Ray Roberts for the purposes of pursuing monitoring, research and training related to water quality, this contract is formulated to state the terms and conditions under which the INVESTIGATOR shall, through its Institute of Applied Sciences and Aquatic Sciences Program in the Department of Biological Sciences, conduct research and training to assist DALLAS and DENTON in implementing the aforesaid Cooperative Program of Limnological Studies on Lake Ray Roberts ADMINISTRATION DALLAS, acting through its Director of Water Utilities, (here- inafter referred to as "Director"), shall be responsible for administering and enforcing the terms of this agreement on behalf of the cities of DALLAS and DENTON DENTON shall be consulted and allowed to provide input as to any question involving interpretation of the terms of the agreement Any change in services, as described in Section 7 hereof, shall not be implemented without DENTON'S consent, which shall not be unreasonably withheld DESCRIPTION OF SERVICES INVESTIGATOR'S services shall be rendered for the purpose of conducting water qualitiy monitoring and research at Lake Ray Roberts in the following areas a Development of baseline water quality data in the streams feeding Lake Ray Roberts PAGE 1 b Development of a nutrient budget for the reservoir, quantifying sources and sinks of phosphorus and nitrogen c Development of a relationship between land uses in the watershed and nutrient loadings to the reservoir d Development of a eutrophication model for Lake Ray Roberts predicting trophic status through time A detailed description of the services to be rendered by the INVES- TIGATOR is contained in Exhibit A, and Exhibit B is the proposed budget for the services INVESTIGATOR shall deliver all data, reports and documents which result from its services to the Director in such form as is satisfactory to the Director A copy of all such documents shall also be forwarded to the City of DENTON 4 PERFORMANCE OF SERVICES INVESTIGATOR and its employees or associates shall perform all the services under this Contract INVESTIGATOR represents that all its employees or associates who perform services under this Contract shall be fully qualified and competent to perform the services described in Section 2 INVESTIGATOR agrees that it will use its best efforts to perform services under this Contract 5 TERM Work under this Contract shall commence on or about July 1, 1985, and continue for eighteen (18) months All work shall be completed by January 31, 1987 All services, written reports and other data are to be completed and delivered to DALLAS and DENTON by the stated date unless an extension of time, based upon good reasons presented by INVESTIGATOR, is approved by the Director PAYMENT In consideration of the professional services to be performed by the INVESTIGATOR under the terms of this Contract, DALLAS and DENTON shall pay INVESTIGATOR a total fee of $56,821 00, unless later amended by mutual agreement in writing This fee is to be paid to the INVESTIGATOR in eighteen (18) monthly installments, the first of which shall be due and payable upon execution of the Contract, and shall amount to $5,821 00, with 17 subsequent monthly installments of $3,000 00 each Any subsequent modifications of the amount of this Contract will require modification of this payment schedule PAGE 2 DALLAS, as the administrator of this contract, shall be responsible for making payment to INVESTIGATOR but DENTON agrees and covenants to remit monthly to Director its proportionate share, of 26% (or $14,773 00) of the total fee DALLAS shall be respon- sible for 74% of the total fee or the sum of $42,048 CHANGE IN SERVICES DALLAS, through its Director, after consultation with DENTON, may request, from time to time, changes in the scope or focus of the activities, investigations and studies conducted or to be conducted by INVESTIGATOR pursuant to the Contract Any such change which varies significantly from the scope of services set out in Section 2 and would entail a significant increase in cost or expense to INVESTIGATOR shall be mutually agreed upon by INVESTI- GATOR and the Director Changes in the scope, which in the opinion of INVESTIGATOR and the Director would require additional funding by DALLAS and DENTON, must first be authorized by resolutions of the the City Councils of DALLAS and DENTON CONFIDENTIAL WORK No reports, information, project evaluation, project designs, data or any other documentation developed by, given to, prepared by or assembled by INVESTIGATOR under this Contract that contains confidential information belonging to DALLAS and DENTON shall be disclosed or made available to any individual or organization by INVESTIGATOR without the express prior written approval of the Director 9 INDEMNITY To the extent allowed by the State of Texas, INVESTIGATOR shall defend, indemnify, and hold DALLAS and DENTON whole and harmless against any and all claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned by or from any negligent act, error or omission of INVESTIGATOR or any agent, servant, or employee of INVESTIGATOR in the execution or performance of this contract 10 RIGHT OF REVIEW Both DALLAS and DENTON may review any and all of the services performed by INVESTIGATOR under this Contract 11 CONFLICT OF INTEREST OF CITY EMPLOYEES The following section of the Charter of the City of DALLAS shall be one of the conditions of, and a part of, the consideration of this contract, to-wit PAGE 3 "CHAPTER XXII Sec II FINANCIAL INTEREST OF EMPLOYEE OR OFFICER PROHIBITED No officer or employee shall have any financial interest, direct or indirect, in any contract with the CITY or be financially interested, directly or in- directly, in the sale to the CITY of any land, materials, supplies or services, except on behalf of the CITY as an officer or employee Any violation of this section shall constitute malfeasance in office, and any officer or employee guilty thereof shall thereby forfeit his office, or position with the CITY Any violation of this section, with knowledge, express or implied, of the person or corpo- ration contracting with the CITY shall render the contract involved voidable by the City Manager or the City Council The alleged violations of this section shall be matters to be determined either by the Trial Board in the case of employees who have the right to appeal to the Trial Board, and by the City Council in the case of other employees " 12 NONDISCRIMINATION As a condition of the Contract, INVESTIGATOR covenants that INVESTIGATOR will take all necessary actions to insure that, in connection with any work under this Contract, INVESTIGATOR, his associates and subcontractors, will not discriminate in the treat- ment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or physical handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements In this regard, INVESTIGATOR shall keep, retain and safeguard all records relating to this Contract or work performed hereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the cities of DALLAS and DENTON, upon request, for purposes of evaluating compliance with this and other provisions of the Contract 13 CONTRACT PERSONNEL This Contract provides for personal or professional services, and the INVESTIGATOR shall not assign this Contract, in whole or in part, without the prior written consent of DALLAS and DENTON 14 TERMINATION Either INVESTIGATOR or DALLAS, after consultation with DENTON, may terminate this Contract upon thirty (30) days written notice to the other party with the understanding that all services being performed under this Contract at sole cost to either shall cease upon the date specified in such notice INVESTIGATOR shall invoice DALLAS for all services completed and shall be compensated in PAGE 4 accordance with the terms of this Contract for all services performed by INVESTIGATOR prior to the date specified in such notice 15 NOTICES All notices, communications, and reports required or permitted under this Contract shall be personally delivered or mailed to the respective parties by depositing same in the United States mail, postage prepaid, at the addresses shown below, unless and until either party is otherwise notified in writing by the other party, at the following addresses Mailed notices shall be deemed communicated as of five days after mailing If intended for Dallas, to If intended for Denton, to If intended for Investigator, to City Manager City of Denton Municipal Building Denton, TX 76201 North Texas State University NT Box 13078 Denton, TX 76203 Dr Kenneth L Dickson, Director Institute of Applied Sciences 16 INDEPENDENT CONTRACTOR In performing services under this Contract, INVESTIGATOR is performing services of the type performed prior to this Contract, and DALLAS and DENTON and INVESTIGATOR by the execution of this Contract do not change the independent status of INVESTIGATOR No term or provision of this Contract or act of INVESTIGATOR in the performance of this Contract shall be construed as making INVESTI- GATOR the agent, service, or employee of either the City of DENTON or the City of DALLAS 17 VENUE The obligations of the parties to this Contract are performable in Denton County, Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Denton County, Texas PAGE 5 18 APPLICABLE LAWS This Contract is made subject to the provisions of the Charter and ordinances of the City of DALLAS, as amended, and all applicable State and federal laws 19 GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas 20 LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract 21 COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument 22 CAPTIONS The captions to the various clauses of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract 23 SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, adminis- trators, successors and, except as otherwise provided in this Contract, their assigns 24 ENTIRE AGREEMENT This Contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in this Contract, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Contract PAGE 6 EXECUTED this day of , 1985 by DALLAS, signing by and through its Manager, duly authorized to execute same by Resolution No , adopted by the City Council on ri.. A. Y4049' , by DENTON, signing by and through its City Manager du a or zed to execute same by Ordinance No $r-~ , and by INVESTI AT , North Texas State University, through its u y authorized officials CITY OF DALLAS, TEXAS BY ATTEST CI SECRLTARY NORTH TEXAS STATE UNIVERSITY BY ATTEST CITY OF DENTON, TEXAS BY ATTEST CITY SECRETARY PAGE 7