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
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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