2015-239ORDINANCE NO, 20157.2 39
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST
AMENDMENT TO AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND KEEP DENTON BEAUTIFUL, INCORPORATED, RELATING TO DEVELOPING
PROGRAMS ENHANCING THE APPEARANCE AND ENVIRONMENT OF THE CITY OF
DENTON, TEXAS; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR;
PROVIDING FOR RETROACTIVE APPROVAL, CONFIRMATION AND RATIFICATION
THEREOF.
WHEREAS, on the 7th day of March, 2000, the City Council enacted Ordinance No. 2000-
087 providing that the City Manager would execute an "Agreement between the City of Denton and
Keep Denton Beautiful, Incorporated Relating to Developing Programs Enhancing the Appearance
and Environment of Denton ( "Agreement ");" and
WHEREAS, with the passage of fifteen (15) years, it is now desirable that the above
Agreement be amended in furtherance of the programs, as well as for several desired amendments
to the programs; NOW THEREFOR
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Manager, or his designee is authorized to execute an "Amendment
to Agreement between the City of Denton, Texas and Keep Denton Beautiful, Incorporated"
(hereafter the "Amendment ") relating to developing and funding programs enhancing the
appearance and environment of the City of Denton, Texas under the terms and conditions contained
in the Amendment, which is attached hereto as Exhibit "A" and incorporated herewith by reference.
SECTION 2. The City Manager, or his designee, is authorized to perform the Amendment
on behalf of the City and to expend funds for the performance thereof.
SECTION 3. This ordinance is hereby retroactively approved, confirmed and ratified,
effective as of January 1, 2015.
PASSED AND APPROVED this the _ day o � .,���� , 2015.
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CHRIS WATTS, MA`s' _ I,.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY Al""I (1 J EY
4
2015
FIRST AMENDED AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS
AND KEEP DENTON BEAUTIFUL, INCORPORATED
This First Amended Agreement (hereafter the "Amendment") is made and entered into by
and between the City of Denton, a Texas municipal corporation, acting by and through its City
Manager (hereinafter referred to as "CITY,") and Keep Denton Beautiful, Incorporated, 1117
Riney Road, Denton, Texas 76207, a Texas non-profit corporation (hereinafter referred to as
"CONTRACTOR").
WHEREAS, heretofore on the 7th day of March, 2000 the City Council enacted Ordinance
No. 2000-087 regarding Keep Denton Beautiful, Incorporated an "Agreement between the City of
Denton and Keep Denton Beautiful Incorporated" was entered into on that date as well; with the
passage of time it has become necessary and appropriate to amend such Agreement; this is the first
amendment to such Agreement; and
WHEREAS, the CITY recognizes that the mission of Keep Denton Beautiful, Inc. is "to
engage our community in creating a clean and beautiful Denton;" and
WHEREAS, the CITY has adopted a budget which includes in-kind support of, as well as a
direct expenditure of funds for various Keep Denton Beautiful projects (herafter the "Projects"),
from time-to-time.; and
WHEREAS, the CITY has now designated the Solid Waste Department as the department
of the City that is responsible for the administration of this Agreement and all matters pertaining
thereto; and
WHEREAS, the CITY wishes to continue to engage CONTRACTOR to continue to carry
out such Projects;
NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the
mutual obligations and to the performance and accomplishment of the conditions hereinafter
described.
1.
TERM
This Amendment shall commence effective as of, January 1, 2015 and shall continue
annually thereafter, so long as appropriate funds are budgeted for each fiscal year by the City for
continuation of this Amendment.
11.
Page I of 16
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the performance of all services and
activities described in the Work Statement attached hereto as Exhibit "A," in a lawful, satisfactory
and efficient manner as determined by CITY, in accordance with the terms herein. CITY will
consider CONTRACTOR'S designated Executive Officer to be the CONTRACTOR's
representative, responsible for the management of all contractual matters pertaining hereto, unless
written notification to the contrary is received from CONTRACTOR, and approved by CITY.
The CITY's KDB Program Manager shall be CITY's representative that is responsible for
the administration of this Amendment.
III.
CITY'S OBLIGATION
A. Limitation of Liability. CITY shall provide CONTRACTOR the sum of $10,000 or
such other sum of money as determined by the City's annual budget, in subsequent years, to be
expended in accordance with the Project budget. Notwithstanding any other provision of the
Amendment, the total of all payments and other obligations made or incurred by CITY hereunder
shall not exceed the sum of the then current budget for CONTRACTOR. For the calendar year
2015 and for each subsequent year, the Project budget may be amended by approval of a budget for
applicable fund(s) that specifically earmarks the manner in which the funds so appropriated are to
be expended.
B. Measure of Liability. In consideration of full and satisfactory services and activities
hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the
annual Budget approved by the Council; subject however, to the limitations and provisions set forth
in this Section and Section VII of this Amendment.
(1) CITY shall not be liable for any cost or portion thereof which:
(a) was incurred prior to the beginning date, or after the ending
date specified in Section I;
(b) is not incurred in strict accordance with the terms of this
Amendment, including all exhibits attached hereto;
(c) is not an allowable cost as defined by Section X of this
Amendment or the Project budget.
(2) CITY shall not be liable for any cost or portion there of which is incurred
with respect to any activity of CONTRACTOR which requires prior written
approval and authorization from CITY; or after CITY has requested that
CONTRACTOR furnish data concerning such action prior to proceeding further,
unless and until CITY advises CONTRACTOR to proceed.
Page 2 of 16
(3) CITY shall not be obligated or liable under this Amendment to any party
other than to the CONTRACTOR for payment of any monies or provision of any
goods or services.
C. In-Kind Services. The CITY shall provide staffing, office supplies, office space,
and other related expenses to assist and facilitate CONTRACTOR in the accomplishment of the
programs and Projects set forth in Exhibit "A;" provided that such expenditure of funds does not
exceed the value that such programs and Projects bring to the CITY The determination of the
amount of in-kind services provided by the CITY shall be limited generally by the CITY'S budget
for such services and specifically by the City Manager's (or his/her designee's) allocation of the
manpower and support services available to the Solid Waste Department for its overall operations
in the CITY . Such allocation shall not exceed the amount allowed by Article 3, Section 52 of the
Texas Constitution.
IV.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
CONTRACTOR shall comply with any and all applicable Federal laws, laws of the State of
Texas and ordinances of the City of Denton, Texas.
A. CONTRACTOR assures and guarantees that it possesses the legal authority,
pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to
enter into this Amendment.
B. The person(s) signing and executing this Amendment on behalf of CONTRACTOR
do/does hereby warrant and guarantee that he, she, or they have been fully authorized by
CONTRACTOR to execute this Amendment on behalf of CONTRACTOR and to validly and
legally bind CONTRACTOR to all terms, performances and provisions herein set forth.
C. CITY shall have the right, at its option, to either temporarily suspend or permanently
terminate this Amendment if there is any dispute as to the legal authority of either CONTRACTOR
or the person signing the Amendment to enter into this Amendment. CONTRACTOR is liable to
CITY for any money which it has received from CITY for performance of the provisions of this
Amendment if CITY has suspended or terminated this Amendment for the reasons enumerated in
this Section.
D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR
under the terms of this Amendment will in no way be substituted for funds and resources from
other sources, nor in any way serve to reduce the resources, services, or other benefits which would
have been available to, or provided through, CONTRACTOR had this Amendment not been
executed.
VI.
PERFORMANCE BY CONTRACTOR
CONTRACTOR shall provide, oversee, administer, and carry out all of the activities and
services set out in the WORK STATEMENT, which is attached hereto and incorporated herein for
all purposes as Exhibit "A," utilizing the funds herein described in Article III." and deemed by both
parties to be necessary and sufficient payment for full and satisfactory performance of the Program,
as determined solely by CITY and in accordance with all other terms, provisions and requirements
of this Amendment. No modifications or alterations may be made in the Work Statement without
the prior written approval of the City's Representative described in Paragraph II herein.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the CONTRACTOR the sum of
$10,000 (or such other budgeted sums for CONTRACTOR'S calendar year 2015 and for each
fiscal year thereafter so long as this Amendment is in force) for services rendered under this
Amendment with payment being due on or before January 1 of each calendar year thereafter, in
which such sum is budgeted. CONTRACTOR is a calendar year taxpayer.
B. Disallowed Costs. Upon termination of this Amendment, should any expense or
charge for which payment has been made, be subsequently disallowed or disapproved as a result of
any auditing or monitoring by CITY, CONTRACTOR will refund such amount to CITY within ten
(10) working days of a written notice issued to CONTRACTOR, which specifies the amount
disallowed and declared due.
Disallowed salaries or wages must be returned to CITY in the following format:
(1) A cashier's check for the net aggregate amount payable to the City of
Denton; and
(2) A listing showing the Social Security number, full name, last known
complete address and the amount owed to each person involved.
Refunds of disallowed costs may not be made from these or any other funds received from
or through CITY.
VIII.
WARRANTIES
CONTRACTOR represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by CITY and
furnished to CITY, are complete and accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any significant change without written notice to
CITY.
Page 4 of 16
B. Any supporting financial statements heretofore requested by CITY and furnished to
CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the
date shown on said report, and the results of the operation for the period covered by the report, and
that since said date, there has been no material change, adverse or otherwise, in the financial
condition of CONTRACTOR.
C. No litigation or legal proceedings are presently pending or threatened against
CONTRACTOR.
D. None of the provisions herein contravenes or is in conflict with the authority under
which CONTRACTOR is doing business, or with the provisions of any existing indenture or other
agreement of CONTRACTOR.
E. CONTRACTOR has the power to enter into this Amendment and accept payment
hereunder, and has taken all necessary action to authorize such acceptance under the terms and
conditions of this Amendment.
F. None of the assets of CONTRACTOR is subject to any lien or encumbrance of any
character, except for current taxes, not delinquent, except as disclosed and shown in the financial
statements furnished by CONTRACTOR to CITY.
Each of these representations and warranties shall be continuing and shall be deemed to
have been repeated by the submission of each request for payment by the CONTRACTOR.
IX.
COVENANTS
A. During the period of this Amendment, the CONTRACTOR shall not, without the
prior written consent of the City's authorized representative referenced in Paragraph II:
(1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of
the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre-
existing mortgages, liens, or other encumbrances to remain on, or attached to, any assets of
CONTRACTOR which are allocated to the performance of this Amendment and with
respect to which CITY has ownership hereunder.
(2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables,
notes or claims for money due or to become due.
(3) Sell, convey, or lease all or substantial part of its assets.
(4) Make any advance or loan to, or incur any liability for any other firm,
person, entity or corporation as guarantor, surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item of personal property
Page 5of16
purchased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such
transfer.
X.
ALLOWABLE USES
Funds shall only be used in the performance of and in compliance with this Amendment
and in conformance with the standards and provisions of Exhibits "A" attached hereto.
XI.
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide accurate, current,
separate, and complete disclosure of the status of the funds received under this Amendment, in
compliance with the provisions of Exhibit "B," attached hereto, and with any other applicable
Federal and State regulations establishing standards for financial management. CONTRACTOR's
record system and financial accounting system shall contain sufficient documentation to provide in
detail full support and justification for each expenditure. Nothing in this Section shall be construed
to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this
Amendment or any applicable law. CONTRACTOR shall include the substance of this provision
in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, documents, reports, and written
accounting policies and procedures pertaining to the operation of programs and expenditures of
funds under this Amendment for a period of three (3) years from the date of expenditure in order to
permit CITY to timely audit such materials, should it so choose.
C. Nothing in the above subsections shall be construed to relieve CONTRACTOR of
responsibility for retaining accurate and current records which clearly reflect the level and benefit of
services provided under this Amendment.
D. At any reasonable time and as often as CITY may deem necessary, the
CONTRACTOR shall make available to CITY all of its records and shall permit CITY to audit,
examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices,
materials, payrolls, records of personnel, conditions or employment and all other data requested by
said CITY representatives.
XIII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRACTOR shall furnish such
statements, records, data and information as CITY may request and deem pertinent to matters
covered by this Amendment.
Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an
audit conducted by independent examiners within ten (10) days after receipt of such audit, to the
Assistant City Manager of Finance.
Page 6 of 16
A. CITY shall perform on-site monitoring of CONTRACTOR's performance under this
Agreement from time-to-time.
B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation
activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and
Objectives, which are attached hereto as Exhibit "A," as well as to other provisions of this
Amendment.
C. CONTRACTOR agrees to cooperate fully with CITY in the development,
implementation and maintenance of recordkeeping systems and to provide data determined by
CITY to be necessary for CITY to effectively fulfill its legal, monitoring and evaluation
responsibilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay
CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as
requested by CITY staff.
E. After each official monitoring visit, CITY shall provide CONTRACTOR with a
written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management, or audit reports by
any of CONTRACTOR's funding or regulatory bodies to CITY within ten (10) working days of
receipt by CONTRACTOR.
I I
During the term of this Agreement, CONTRACTOR shall cause to be delivered to CITY
copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof.
Such notice shall be received by the CITY at least seventy-two (72) hours in advance of said
meeting, in a timely manner to give adequate notice, and shall include an agenda and a brief
description of the matters to be discussed. CONTRACTOR understands and agrees that CITY
representatives shall be afforded access to all of the CONTRACTOR'S Board of Directors
meetings.
Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY
within thirty (30) working days of approval.
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A. CONTRACTOR shall observe sound business practices with respect to providing
such bonding and insurance as would provide adequate coverage for services offered under this
Agreement.
B. If the premises on and in which the activities described in Exhibit "A" are
conducted, are not owned or leased by the City, and the employees conducting these activities are
not employed by CITY, then CONTRACTOR shall be covered by premises liability insurance,
commonly referred to as "Owner /Tenant" coverage with CITY named as an additional insured.
Upon the reasonable written request of CONTRACTOR, CITY may, at the sole discretion of its
Risk Manager, approve alternate insurance coverage arrangements, in writing.
C. CONTRACTOR will comply with applicable workers' compensation statutes and
will obtain employers' liability coverage where available and other appropriate liability coverage for
program participants not employed by CITY, if applicable.
D. CONTRACTOR shall maintain adequate and continuous liability insurance on all
vehicles owned, leased or operated by CONTRACTOR. All employees of CONTRACTOR who
are required to drive a vehicle in the normal scope and course of their employment must possess a
valid Texas driver's license and automobile liability insurance. Evidence of the employee's current
possession of a valid license and insurance must be maintained on a current basis in
CONTRACTOR's files.
E. Actual losses not covered by insurance as required by this Section are not allowable
costs under this Agreement, and remain the sole responsibility of CONTRACTOR.
F. The policy or policies of insurance shall contain a clause which requires that CITY
and CONTRACTOR be notified in writing of any cancellation or change in the policy at least thirty
(30) days prior to such change or cancellation. The CONTRACTOR shall be obligated to obtain
replacement insurance coverage and provide evidence of same to the CITY Risk Manager.
XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall comply with CITY's policies in regard to the Federal Equal
Employment and Affirmative Action provisions, or submit an alternate plan within thirty (30) days
of the effective date of this Amendment.
B. CONTRACTOR shall comply with all applicable equal employment opportunity
and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports requested by the CITY,
and will permit access to its books, records, and accounts for purposes of investigation to ascertain
compliance with local, State and Federal rules and regulations.
D. In the event of CONTRACTOR's non - compliance with the non - discrimination
requirements, CITY, at its sole option, may cancel or terminate the Agreement in whole or in part,
and CONTRACTOR may be barred from further contracts with CITY.
Page 8 of 16
XVIII.
PERSONNEL POLICIES
CONTRACTOR's employment policies shall be be no more liberal than the CITY'S
personnel and Human Resources policies.
A. CONTRACTOR covenants that neither it nor any member of its governing body
presently has any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under this Amendment. CONTRACTOR further
covenants that in the performance of this Amendment, that no person having such interest shall be
employed or appointed as a member of its governing body.
B. CONTRACTOR further covenants that no member of its governing body or its
staff, subcontractors or employees shall possess any interest in, or use his 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 exercises any function or responsibilities in the review or approval of the undertaking or
carrying out of this Agreement shall (1) participate in any decision relating to the Amendment
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
Amendment or the proceeds thereof.
CONTRACTOR shall not employ in any paid capacity any person who is a member of the
immediate family of any person who is currently employed by CONTRACTOR, or is a member of
CONTRACTOR's governing board. The term "member of immediate family" includes: wife,
husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-
parent, step-child, half-brother and half-sister.
XXI.
POLITICAL OR SECTARIAN ACTIVIT]
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
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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 promote in any
manner any sectarian or religious facility or activity.
XXII.
CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Amendment shall be by a
further written amendment, executed by duly- authorized signatories both parties, except when the
terms of this Amendment expressly provide that another method shall be used. For purposes of this
Amendment the duly- authorized signatories are the KDB Program Manager for the CITY and the
Board President regarding the CONTRACTOR. In the event that additional monies are requested
by CONTRACTOR, then the CITY'S authorized signatory shall be instead, the City Manager.
B. CONTRACTOR may not make transfers between or among approved line -items
within budget categories set forth in Exhibit `B" without the prior written approval of CITY.
CONTRACTOR shall request, in writing, any budget revision in a form prescribed by CITY, and
such request for revision shall not increase the total monetary obligation of CITY under this
Amendment. In addition, CONTRACTOR expressly understands that budget revisions cannot
significantly change the nature, intent, or scope of the Program funded under this Amendment.
C. CONTRACTOR shall submit revised budget and program information, whenever
the level of funding for CONTRACTOR or the Program(s) described herein is /are altered according
to the total levels contained in any Council approved budget.
D. It is understood and agreed by CITY and CONTRACTOR that changes in the State,
Federal or local laws or regulations pursuant hereto may occur during the term of this Amendment.
Any such modifications are to be automatically incorporated into this Amendment without any
written amendment hereto, and shall become a part of the Amendment on the effective date
specified by the law or regulation.
E. CITY may, from time to time during the term of the Amendment, request changes in
Exhibit "A," which may include an increase or decrease in the amount of CONTRACTOR's
compensation. Such changes shall be incorporated in a written amendment hereto, as provided in
Subsection A of this Section.
F. Any alterations, deletions, or additions to the Contract Budget shall require the prior
written approval of CITY.
G. CONTRACTOR agrees to notify CITY of any proposed change in physical location
for work performed under this Amendment, at least thirty (30) calendar days in advance of the
change.
H. CONTRACTOR shall promptly notify CITY of any changes in personnel or
governing board composition.
Page 10 of 16
I. It is expressly understood that neither the performance of Exhibit "A" for any
program contracted hereunder, nor the transfer of funds between or among said Programs will be
permitted.
XXV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely and properly perform
each of the requirements, time conditions and duties provided herein, CITY, without limiting any
rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice
to CONTRACTOR, require the CONTRACTOR to refund all unused funds. Such notice may be
given personally and by certified mail to the Board President of CONTRACTOR. The notice shall
set forth the specific basis of any default or failure alleged, and the action required for cure.
The period of such suspension shall be of such duration as is appropriate to accomplish
corrective action, but in no event shall it exceed 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 returned eligible funds,
withheld or impounded. If, however, CITY determines that CONTRACTOR has not come into
compliance, the provisions of Section XXVI may be effectuated.
XXVI.
TERMINATION
A. CITY may terminate this Agreement with cause for any of the following reasons:
(1) CONTRACTOR's failure to attain compliance during any prescribed period
of suspension as provided in Section XXV.
(2) CONTRACTOR's violation of covenants, agreements or guarantees of this
Amendment.
(3) A finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition as to endanger
performance under this Amendment;
(b) has allocated inventory to this Amendment substantially exceeding
reasonable requirements;
(c) is delinquent in payment of taxes, or of costs of performance of this
Amendment in the ordinary course of business.
(4) Appointment of a trustee, receiver or liquidator for all or substantial part of
CONTRACTOR's property, or the institution of bankruptcy, reorganization, rearrangement
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of or liquidation proceedings by or against CONTRACTOR.
(5) CONTRACTOR's inability to conform to changes required by Federal, State
and local laws or regulations as provided in Section IV of this Agreement.
(6) The commission by CONTRACTOR of an act of bankruptcy,
(7) CONTRACTOR's violation of any law or regulation to which
CONTRACTOR is bound, or shall be bound under the terms of the Amendment.
CITY shall promptly notify CONTRACTOR in writing of the decision to terminate this
Amendment, and the effective date of termination thereof. Simultaneous notice of pending
termination may be made to the other funding sources specified in Exhibit "B."
B. CITY may terminate this Amendment for convenience, at any time upon providing
CONTRACTOR thirty (30) days written notice of termination.
C. CONTRACTOR may terminate this Amendment in whole or in part by written
notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends
for performance hereunder. CONTRACTOR may opt, within the limitations of this Amendment,
to seek an alternative funding source, with the approval of CITY, provided the termination by the
outside funding source was not occasioned by a breach of contract as defined herein or as defined in
a contract between CONTRACTOR and the funding source in question.
D. CONTRACTOR may terminate this Amendment upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this Amendment.
E. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw, or
otherwise terminate any outstanding orders or subcontracts which relate to the performance of this
Amendment. CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any
expenses, encumbrances or obligations whatsoever incurred after the termination date.
F. Notwithstanding any exercise by CITY of its right of suspension or termination,
CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue
of any breach of the Amendment by CONTRACTOR, and CITY may withhold any reimbursement
to CONTRACTOR until such time as the exact amount of damages due to CITY from
CONTRACTOR is agreed upon or is otherwise determined.
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is made or brought by any
person(s), firm, corporation or other entity against CONTRACTOR, CONTRACTOR shall give
written notice thereof to CITY within two (2) working days after being notified of such claim,
demand, suit or other action. Such notice shall state the date and hour of notification of any such
claim, demand, suit or other action; the names and addresses of the person(s), firm, corporation or
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other entity making such claim, or that instituted or threatened to institute any type of action or
proceeding; the basis of such claim, action or proceeding; and the name of any person(s) against
whom such claim is being made or threatened. Such written notice shall be delivered either
personally or by certified mail. CONTRACTOR shall also provide to CITY at the same time a true
and correct copy of the pleadings or documents served upon it by the opposing party.
XXVIII.
INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that CITY is contracting
with CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save
and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind,
including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or
damages of any character whatsoever resulting in whole or in part from the performance or
omission of any employee, agent or representative of CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to indemnify and hold
harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action,
demands, damages, losses, attorneys fees, expenses, and liability arising out of the use of these
contracted funds and program administration and implementation except to the extent caused by the
willful act or omission of CITY, its agents, employees, or contractors.
XXIX.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign this Amendment or
any interest therein, or any claim arising thereunder, to any party or parties, bank, trust company or
other financial institution without the prior written approval of CITY.
B. If any provision of this Amendment is held to be invalid, illegal, or unenforceable,
the remaining provisions shall remain in full force and effect and continue to conform to the
original intent of both parties hereto.
C. In no event shall any payment to CONTRACTOR hereunder, or any other act or
failure of CITY to insist in any one or more instances upon the terms and conditions of this
Amendment constitute, or be construed in any way to be a waiver by CITY of any breach of
covenant or default which may then or subsequently be committed by CONTRACTOR. Neither
shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege,
or remedy available to CITY to enforce its rights hereunder, which rights, powers, privileges, or
remedies are always specifically preserved. No representative or agent of CITY may waive the
effect of this provision.
D. This Amendment, together with the referenced exhibits and attachments, constitutes
the entire agreement between the parties hereto, and any prior agreement, assertion, statement,
understanding or other commitment antecedent to this Amendment, whether written or oral, shall
have no force or effect whatsoever; nor shall any agreement, assertion, statement, understanding, or
Page 13 of 16
other commitment occurring during the term of this Amendment, or subsequent thereto, have any
legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as
a further amendment of this Amendment.
E. In the event any disagreement or dispute should arise between the parties hereto
pertaining to the interpretation or meaning of any part of this Amendment or its governing rules,
codes, laws, ordinances or regulations, CITY will have the final authority to render or to secure an
interpretation.
F. For purposes of this Amendment, all official communications and notices among
the parties shall be deemed made if sent postage paid, hand - delivered, sent by electronic mail, or
faxed to the parties and address set forth below:
TO CITY:
City Manager
City of Denton, Texas
215 East McKinney Street
Denton, Texas 76201
TO CONTRACTOR:
President of the Board of Directors
Keep Denton Beautiful, Inc.
1117 Riney Road
Denton, Texas 76207
G. This Amendment shall be interpreted in accordance with the laws of the State of
Texas and venue of any litigation concerning this Amendment shall be in a court of competent
jurisdiction sitting in Denton County, Texas.
IN WITNESS WHEREOF, this amendment is executed on this the day of
............. 2015, but to be effective from and after January 1, 2015.
"CITY"
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
�. w
By.I MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By. �
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
Byo
ATTEST:
RA
Board Secretary
"CONTRACTOR"
KEEP DENTON BEAUTIFUL, INC.
A Texas Non - Profit Corporation
By;
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Keep Denton Beautiful
Work Statement
Keep Denton Beautiful, Inc. ("KDB") develops and makes recommendations on issues related to
the appearance and environment of Denton, Texas. KDB organizes and implements programs,
projects, and educational opportunities in the areas of litter abatement, community beautification
and urban forestry, to include without limitation, proposed public and private property tree planting
programs such as (1) Tree Giveaways to the Community and Businesses; (2) Public and Youth
Education functions; and (3) Arbor Day celebration activities.. KDB is an affiliate organization of
the Keep America Beautiful, Inc. ( "KAB ") national program, and complies with all KAB standards
to remain in good standing.
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