20-964ORDINANCE NO.20-964
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNiCnAL
CORPORATION AUTHORIZING AND APPROVING TIm EXECUTION BY THE CITY
MANAGER, OR HIS DESIGNEE, OF AN AGREENmNT BETWEEN TIU CITY OF
DENTON, TEXAS AND STH PROJECT, A NON-PROFIT CORPORATION (“STH’),
PROVIDING FOR AUTHORIZATION OF STH TO PROViDE LUNCHES TO CHILDREN
UNDER THE AGE OF EIGHTEEN AND QUALnYING DISABLED PARTICnANTS
TFROUGH AGE 21 AT NO CHARGE TO SAID RECiPEENrs DURING THE SUNEVfF.R
MONTHS AT DESIGNATED CITY OF DENTON PARK AND RECREATION F ACUITY
SITES; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Denton (“City”) recognizes the importance of providing lunches at
no charge to children under the age of eighteen and qualifying disabled participants through age
21 during the summer months when school is not in session; and
WHEREAS, the City has worked with STH Project, Inc. to provide summer lunches at
multiple locations throughout the City since 2017; and
WHEREAS, the City and STH desire to continue the program in 2020; and
WHEREAS, this Agreement serves a valid public purpose and is in the public interest;
NOW, THEREFORE,
THE couNcn OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated herein by reference.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement between the City and STH attached hereto as Exhibit “ A” on behalf of the City.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
The moth )rove this ordinance was made byaand seconded by the ordinby the following vote a - a :
ORDINANCE NO. 20-964
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION AUTHORIZING AND APPROVING THE EXECUTION BY THE CITY
MANAGER, OR HIS DESIGNEE, OF AN AGREEMENT BETWEEN THE CITY OF
DENTON, TEXAS AND STH PROJECT, A NON-PROFIT CORPORATION ("STH'),
PROVIDING FOR AUTHORIZATION OF STH TO PROVIDE LUNCHES TO CHILDREN
UNDER THE AGE OF EIGHTEEN AND QUALIFYING DISABLED PARTICIPANTS
THROUGH AGE 21 AT NO CHARGE TO SAID RECIPIENTS DURING THE SUMMER
MONTHS AT DESIGNATED CITY OF DENTON PARK AND RECREATION FACILITY
SITES; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Denton ("City") recognizes the importance of providing lunches at
no charge to children under the age of eighteen and qualifying disabled participants through age
21 during the summer months when school is not in session; and
WHEREAS, the City has worked with STH Project, Inc. to provide summer lunches at
multiple locations throughout the City since 2017; and
WHEREAS, the City and STH desire to continue the program in 2020; and
WHEREAS, this Agreement serves a valid public purpose and is in the public interest;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings and recitations contained in the preamble of this Ordinance are
incorporated herein by reference.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the
Agreement between the City and STH attached hereto as Exhibit "A," on behalf of the City.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
.
The motil) to approve this ordinance was made by ~ ~
and seconded by ~~ ~ , the ordinancewas sse~ed
by the following vote ( -::,.. -0 ] :
Aye
V/
/
,//
IZ
.//
V/
t./
Nay Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1
Keely G. Briggs, District 2:
Jesse Davis. District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED thisthe /£W day of 2020
aMx
ATTEST:
ROSA RIOS, CITY SECRETARY
37%/m _,&,#22?‘
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Page 2
Abstain Absent
Chris Watts, Mayor:
Gerard Hudspeth, District 1 :
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the / 0,,,--day of ~ , 2020.
CHfilS(;k~✓
ATTEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Page2
SITE AGREEMENT FOR THE 2020 SUMMER FOOD SERVICE PROGRAM
BETWEEN THE crm OF DENTON, TEXAS AND
STH PROJECT, INC.
This Agreement is hereby entered into by and between the City of Denton, Texas, a hone-rule
municipal corporation, hereinafter referred to as "City", and STH Project, Inc., a Texas Non-Proat
Corporation, hereinafter referred to as “STH.”
WHEREAS, the City recognizes the inportance of providing lunches at no charge to children
under the age of eighteen and quaWng disabled participants through age twenty-one, during the
sunxner months when school is not hI session; and
WHEREAS, in 2017 and 2018 the City worked with STH Project, Inc. to provide summer
lunches at multiple locations throughout the City; and
WHEREAS, the City and STH desire to continue the program in 2020; and
WHEREAS, this Agreement serves a valid public purpose and is in the public interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
STH shall, in a satisfactory and proper manner, perform the following tasks, for which the
locations provided by City may be used:
II. OBLIGATIONS OF STH
STH agrees to the following terms and conditions:
A. STH shall supply unitized meals and catered planned meals (“Sumner Lunches’) that meet
or exceed the minimum meal pattern requirements found in 7 C.F.R. Part 225: Summer Food Service
Program. Meals will tx prepared and delivered under controlled tenperatures and h accordance with
state and local health standards.
B. STH shall conduct training for staaand conduct program monitoring during the duration
of the program to ensure compliance of 7 C.F.R. Part 225 and all applicable state and Federal laws.
C. The Summer Lunches shall be provided during the time period described below at the
locations identi£ed in ExhR>it A, which is attached.
D. The Sumrrnr Lunches shall be available to all children eighteen (18) years ofage and under
and qualifying disabled participants through age twenty-one (21), in accordance with United States
Department ofAgHculture (USDA) regulations.
SITE AGREEMENT FOR THE 2020 SUMMER FOOD SERVICE PROGRAM BETWEEN THE CITY OF DENTON, TEXAS AND
STH PROJECT, INC.
This Agreement is hereby entered into by and between the City of Denton, Texas, a home-rule municipal corporation, hereinafter referred to as "City", and STH Project, Inc., a Texas Non-Profit Corporation, hereinafter referred to as "STH."
WHEREAS, the City recognizes the importance of providing lunches at no charge to children under the age of eighteen and qualifying disabled participants through age twenty-one, during the summer months when school is not in session; and
WHEREAS, in 2017 and 2018 the City worked with STH Project, Inc. to provide summer lunches at multiple locations throughout the City; and
WHEREAS, the City and STH desire to continue the program in 2020; and
WHEREAS, this Agreement serves a valid public purpose and is in the public interest;
NOW, THEREFORE, the parties hereto mutually agree as follows:
I. SCOPE OF SERVICES
STH shall, in a satisfactory and proper manner, perform the following tasks, for which the locations provided by City may be used:
II. OBLIGATIONS OF STH
STH agrees to the following terms and conditions:
A. STH shall supply unitized meals and catered planned meals ("Summer Lunches'') that meet or exceed the minimum meal pattern requirements found in 7 C.F.R. Part 225: Summer Food Service Program. Meals will be prepared and delivered under controlled temperatures and in accordance with state and local health standards.
B. STH shall conduct training for staff and conduct program monitoring during the duration of the program to ensure compliance of7 C.F.R. Part 225 and all applicable state and Federal laws.
C. The Summer Lunches shall be provided during the time period described below at the locations identified in Exhibit A, which is attached.
D. The Summer Lunches shall be available to all children eighteen (18) years of age and under and qualifying disabled participants through age twenty-one (21), in accordance with United States Department of Agriculture (USDA) regulations.
D. STH shall maintain records required by either the City or USDA regarding (i) meal
production, including the composition of all meals, (ii) number of meals served throughout the term
of this Agreement, (iii) receipts, invoices, and inventory records; and (iv) daily delivery tickets for
Summer Lunches at each site location. STH will permit authorized ofEcials of City to review these
records at any time.
E_ Upon request, STH will provide to City its by-laws and any of its rules andregulations that
may be relevant to this Agreement,
F. if STH is subject to an inspection by the local health department or an independent agency
to determhle bacterial levels in the Summer Lunches being served, a copy of the results of such
inspection must be submitted promptly to the City for review.
G. STH shall report to the City any changes in the number ofnnals required as attendance
fluctuates and any problems or issues with service of the Summer Lunches.
H. STH will appoint a representative who will be available to meet with City o£ncials when
requested.
I. STH’s meal service shall trclude the delivery, distribution, and clean-up of Summer
Lunches at the locations identi6ed in Exhibit A.
J.STH will carry and provide evidence of#lsurance as detailed below.
III. REPRESENTATIONS OF CITY
The City agrees to allow STH to use the locations identi6ed in ExhRlit A under the followhrg
terms and conditions:
A. STH shan deliver Summer Lunches by 9 a.m while providing adequate
re#igeration or heating during the delivery of all food to hrsure the wholesomeness offood at delivery
in accordance with State or local health codes and performing constant quality control inspections.
B. STH shall ensure cleanup is completed by 2 p.m., each day the Summer
Lunches are provided. Admittance to the food service area will not be allowed outside these hours.
C. All locations are accepted by STH on an “as is” basis and may not be altered in any
way by STH or guests.
D. The nu2dnum number of people the Civic Center can accommodate is six hundred
(600); STH shall erwure that the number of people being served with a Summer Lunch does not
exceed the maximum capacity of accommodation at each location.
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D. STH shall maintain records required by either the City or USDA regarding (i) meal production. including the composition of all meals, (ii) number of meals served throughout the term ofthis Agreement, (iii) receipts, invoices, and inventory records; and (iv) daily delivery tickets for Summer Lunches at each site location. STH will permit authorized officials of City to review these records at any time.
E. Upon request, STH will provide to City its by-laws and any of its rules and regulations that may be relevant to this Agreement.
F. If STH is subject to an inspection by the local health department or an independent agency to determme bacterial levels in the Summer Lunches being served, a copy of the results of such inspection must be submitted promptly to the City for review.
G. STH shall report to the City any changes in the number of meals required as attendance fluctuates and any problems or issues with service of the Summer Lunches.
H. STH will appoint a representative who will be available to meet with City officials when requested.
I. STH's meal service shall include the delivery, distnbution, and clean-up of Summer Lunches at the locations identified in Exhibit A.
J. STH will carry and provide evidence of insurance as detailed below.
III. REPRESENTATIONS OF CITY
The City agrees to allow STH to use the locations identified in Exlnbit A under the following terms and conditions:
A. STH shall deliver Summer Lunches by 9 a.m. while providing adequate refrigeration or heating during the delivery of all food to insure the wholesomeness of food at delivery in accordance with State or local health codes and performing constant quality control inspections.
B. STH shall ensure cleanup is completed by 2 p.m., each day the Summer Lunches are provided. Admittance to the food service area will not be allowed outside these hours.
C. All locations are accepted by STH on an "as is" basis and may not be altered in any way by STH or guests.
D. The maximum number of people the Civic Center can accommodate is six hundred (600); STH shall ensure that the number of people being served with a Summer Lunch does not exceed the maximum capacity of accommodation at each location.
E. The City reserves the right to cancel use of any of the locations in its sole discretion.
If cancellation is initiated by the City, Citystaffwill attempt to secure an alternative site (if available).
F. STH is responsible for obtaining all required vendor permits and/or health permits for
the dissemination ofSurraner Lunches.
F. Per City of Denton Ordinance No. 2015-121, smoking is prohibited inside City
facilities. In addition, patrons must be twenty feet (20’) from all entrances (including handicap
ran4>s/entryways/walkways) when smoking. This ordnance encompasses all forms of smoke, to
include barbeque smokers, grills, tobacco, tobacco products, and e-cigs.
G.No storage or equipment will be available on-site.
H. No open flame, candles, hay, confetti-type d6cor, soap bubbles, rice, birdseed, or live
animals (excluding service animals) are allowed in the building. Decorations must be authorized and
meet all ere codes.
1.No alcohol sales are punitted without City Council approval in advance.
J. No alcoholic beverages are permitted in vehicles, parking lots, loading areas,
sidewalks, or park/grass areas.
K All trash must be put into trash cans.
L. When the kitchen is used, STH is responsible for cleaning ofthe room and appliances.
Kitchen and appliances are provided on an “as-is” basis for food preparation. Appliances are
provided as a courtesy and their reliability cannot be guaranteed.
IV. TIME OF PERFORMANCE
The term of this Agreement shall commence on the eEective date and terminate September 1,
2020 unless the contract is sooner terminated under Section VII "Suspension or Termination."
The Sunmnr Lunches provided herein shall be served Monday through Friday &om May 26,
2020 through August 11, 2020. No lunches will be served on July 3, 2020, in observance of the
Independence Day holiday.
V. EVALUATION
STH agrees to participate in an implementation and maintenance system whereby the services
can be continuously monitored. STH agrees to make available its financial records for review by City
at City’s discretion in addition, upon request, STH agrees to provide City the followhrg data and
reports, or copies thereof
Dana 2 Af 1 Cl
E. The City reserves the right to cancel use of any of the locations in its sole discretion. If cancellation is initiated by the City, City staff will attempt to secure an alternative site ( if available).
F. STH is responsible for obtaining all required vendor permits and/or health permits for the dissemination of Summer Lunches.
F. Per City of Denton Ordinance No. 2015-121, smoking is prohibited inside City facilities. In addition, patrons must be twenty feet (20') from all entrances (including handicap ramps/entryways/walkways) when smoking. This ordinance encompasses all forms of smoke, to include barbeque smokers, grills, tobacco, tobacco products, and e-cigs.
G. No storage or equipment will be available on-site.
H. No open flame, candles, hay, confetti-type decor, soap bubbles, rice, birdseed, or live animals ( excluding service animals) are allowed in the building. Decorations must be authorized and meet all fire codes.
I. No alcohol sales are pennitted without City Council approval in advance.
J. No alcoholic beverages are permitted in vehicles, parking lots, loading areas, sidewalks, or park/grass areas.
K. All trash must be put into trash cans.
L. When the kitchen is used, STH is responsible for cleaning of the room and appliances. Kitchen and appliances are provided on an "as-is" basis for food preparation. Appliances are provided as a courtesy and their reliability cannot be guaranteed.
IV. TIME OF PERFORMANCE
The term of this Agreement shall commence on the effective date and terminate September 1, 2020 unless the contract is sooner terminated under Section VII "Suspension or Termination."
The Summer Lunches provided herein shall be served Monday through Friday from May 26, 2020 through August 1 I, 2020. No lunches will be served on July 3, 2020, in observance of the Independence Day holiday.
V. EVALUATION
STH agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. STH agrees to make available its financial records for review by City at City's discretion. In addition, upon request, STH agrees to provide City the following data and reports, or copies thereof:
A. Allextenral or internal audits. STH shall submit a copy of the annual independent audit to
City within ten (10) days of receipt.
B. All external or internal evaluation reports.
C.An explanation of any major changes in program services.
D. Nothing in the above subsections shall tn construed to relieve STH of responsibility for
retaining accurate and current records that clearly reflect the level and bene6t of services provided
under this Agreement.
VI. DIRECTORS' NaETINGS
Upon request, minutes of all meetings of STH’s governing body shall be available to City for
inspection or copy within ten (10) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if STH violates any covalants, agreenmrts, or
guarantees ofthis Agreement, STH’s insolvency or 61ing ofbankruptcy, dissolution, or receivership,
or STH’s violation of any law or regulation to which it is bound under the teI ins of this Agreement.
The City may terminate this Agreement for any other reasons not speci£cally enumerated in this
paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLLANCE WITH LAWS
A. STH shall conply with all applicable equal employment opportunity and amrmative action
laws or regulations, including but not limited to the following: rights laws, as amended: Title VI of
the Education Amendments of 1972; Section 5tH of the Rehabilitation Act of 1973; the Age
Discrimination Act of 1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act;
and FNS Instruction 113-1, Civil Rights Compliance and Enforcement – Nutrition Programs and
Activities
B. STH will fUrnish all information and reports requested by City, and will permit access to its
books, records, and accounts for purposes ofhrvestigation to ascertain compliance with local State,
and Federal rules and regulations.
C. In the event of noncompliance by STH with the nondiscrimination requirements, the
Agreement may be canceled, terminated, or suspended in whole or in part, and STH may be barred
from further contracts with City.
IX. WARRANTIES
STH represents and warrants that:
Af 1 O
A. All external or internal audits. STH shall submit a copy of the annual independent audit to City within ten (10) days ofreceipt.
B. All external or internal evaluation reports.
C. An explanation of any major changes in program services.
D. Nothing in the above subsections shall be construed to relieve STH ofresponsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement.
VI. DIRECTORS' MEETINGS
Upon request, minutes of all meetings of ST H's governing body shall be available to City for inspection or copy within ten (10) working days of approval.
VII. TERMINATION
The City may terminate this Agreement for cause if STH violates any covenants, agreements, or guarantees of this Agreement, STH's insolvency or filing ofbankruptcy, dissolution, or receivership, or STH's violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for any other reasons not specifically enumerated in this paragraph.
VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS
A. STH shall comply with all applicable equal employment opportunity and affirmative action laws or regulations, including but not limited to the following: rights laws, as amended: Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of1975; Title 7 CFR Parts 15, 15a, and 15b; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement -Nutrition Programs and Activities.
B. STH will furnish all information and reports requested by City, and will pennit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State, and Federal rules and regulations.
C. In the event of noncompliance by STH with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and STH may be barred from further contracts with City.
IX.WARRANTIES
STH represents and warrants that:
Dnn-.o A n.4=' 1 '1
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 signi£cant change without written notice to City.
B. Any supporting financial statements heretofore requested by City and furnished to
City, are complete, accurate, and fairly reflect the fInancial conditions of STH on the date shown on
said report, and the results of the operation for the period covered by the report, and that since said
data, there has been no rmterial change, adverse or otherwise, in the anancial condition of STH.
C.No litigation or legal proceedings are presently pendhlg or threatened against STH.
D. None of the provisions herein contravenes or is in conflict with the authority under
which STH is doing business or with the provisions of any existing indenture or agreement of STH.
E. STH has the power to enter into this Agreement and has taken all necessary action to
authorize such acceptance of the terms and conditions of this Agreement.
F. None of the assets of STH are subject to any lien or encumbrance of any character,
except for current taxes not delinquent, except as shown in the financial statements furnished by STH
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.
X. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of this Agreement expressly
provide that another nnthod shall be used.
B. It is understood and agreed by the parties hereto that changes in the State, Federal, or
local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such
modHcatioru are to be automatically incorporated into this Agreement without written amendment
hereto, and shall become a part of the Agreement on the eaective date speci£ed by the law or
regulation.
C. STH shall notify City of any changes in personnel or governing board composition.
XI. INSURANCE
A. Without limiting any ofthe other obligations or liabilities of STH, STH shall provide
and maintain through the term of this Agreement the minimum insurance coverage as indicated
hereinafter.
Dnrea 4: Af I I
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.
B. Any supporting :financial statements heretofore requested by City and furnished to City, are complete, accurate, and fairly reflect the financial conditions ofSTH on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of STH.
C. No litigation or legal proceedings are presently pending or threatened against STH.
D. None of the provisions herein contravenes or is in conflict with the authority under which STH is doing business or with the provisions of any existing indenture or agreement of STH.
E. STH has the power to enter into this Agreement and has taken all necessary action to authorize such acceptance of the terms and conditions of this Agreement.
F. None of the assets ofSTH are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by STH 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.
X. CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the temlS of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used.
B. It is understood and agreed by the parties hereto that changes in the State, Federal, or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation.
C. STH shall notify City of any changes in personnel or governing board composition.
XI. INSURANCE
A. Without limiting any of the other obligations or liabilities ofSTH, STH shall provide and maintain through the term of this Agreement the minimum insurance coverage as indicated hereinafter.
B. As soon as practicable after notification that this Agreement has been executed by the
City, STH shall me with the Parks and Recreation Department satisfactory certificates of insurance
including any applicable addendum or endorsements. STH may, upon written request to the Parks and
Recreation Department, ask for clari6cation of any insurance requirements at any time; however,
STH is strongly advised to make such requests prior to executing this Agreement, since the hsurance
requirements may not be modi£ed or waived after execution unless a written Agreement amendment
is approved by the City Council. STH shall not commence any work or deliver any Summer Lunches
until it receives noti6cation that the Agreement has been accepted, approved, and signed by the City.
C. All insurance policies proposed or obtained h satisfaction ofthese requirements shall
comply with the following general speci6cations, and shall be maintained in compliance with these
general speci6cations throughout the duration of the Agreement, or longer, if so noted:
•Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Con4)any rating of at least A or better.
•Any deductbles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductR)les or self-
insured retentions with respect to the City, its omcials, agents, employees, and
volunteers; or, STH shall procure a bond guaranteeing payment of losses and related
investigations, claim administration, and defense expenses.
•Liability policies shall be endorsed to provide the following:
0
0
Name as Additional Insured the City of Denton, its o£ncials,
Agents, En4Jloyees, and volunteers.
That such insurance is primary to any other insurance available to
the Additional Insured with respect to claims covered under the
policy and that this insurance applies separately to each insured
against whom claim is made or suit is brought. The inclusion of
more than one insured shall not operate to increase the insurer’s
limit of liability.
Provide a Waiver ofSubrogation in favor of the City of Denton, its
officials, agmts, enployees, and volunteers.
0
•
•
Cancellation: City nquins 30 day written notice should any of the policies described
on the certi£cate be cancelled or materially changed before the expiration date.
Should any of the requhed insurance be provided under a claims made form, STH
shall maintain such coverage continuously throughout the term ofthis Agreennnt and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
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B. As soon as practicable after notification that this Agreement has been executed by the City, STH shall file with the Parks and Recreation Department satisfactory certificates of insurance including any applicable addendum or endorsements. STH may, upon written request to the Parks and Recreation Department, ask for clarification of any insurance requirements at any time; however, STH is strongly advised to make such requests prior to executing this Agreement, since the insurance requirements may not be modified or waived after execution unless a written Agreement amendment is approved by the City Council. STH shall not commence any work or deliver any Summer Lunches until it receives notification that the Agreement has been accepted, approved, and signed by the City.
C. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Agreement, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees, and volunteers; or, STH shall procure a bond guaranteeing payment oflosses and related investigations, claim administration, and defense expenses.
• Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers.
o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, STH shall maintain such coverage continuously throughout the term of this Agreement and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.
•Should any of the requ hed insurance be provided under a form of coverage that
includes a general annual aggregate limit providhrg for claims investigation or legal
defense costs to be hwluded in the general annual aggregate limit, STH shall either
double the occurrence limits or obtain Owners and Contractors Protective Liability
Insurance.
e Should any required insurance lapse during the contract term, requests for
location/site use originating after such lapse shall not be processed or approved until
the City receives satisfactory evidence of reinstated coverage as required by this
contract, eaective as of the lapse date. If insurance is not reinstated, City may, at its
sole option, terminate this agreement eRective on the date of the lapse.
D.SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction ofthis Agreement shall additionally
comply with the following marked speci6cations, and shall be maintained in compliance with these
additional speci6cations throughout the duration of the Agreement, or longer, if so noted:
1. General Liability Insurance:
General Liability insurance with combined single limits of not less than $ 1,000,000.00 shaH be
provided and maintained by STH. The policy shall be written on an occurrence basis either h a single
policy or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed operations,
hldependent contractors, contractual liability covering this contract and broad form
property damage coverage.
• Coverage B shall include personal injury.
Coverage C, medical payments, is not requ bed.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO
Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products and
completed operations, independent contractors and property damage resulting from
explosion, collapse or underground (XCU) exposures.
•Broad form contractual liability (preferably by endorsement) covering this contract,
personal injury liability and broad form property damage liability.
2. Automobile Liability Insurance:
Dnrv4 ? Af 1 a
• Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, STH shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for location/site use originating after such lapse shall not be processed or approved until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, tenninate this agreement effective on the date of the lapse.
D. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Agreement shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Agreement, or longer, if so noted:
l. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by STH. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability.
2. Automobile Liability Insurance:
n .... ,....'°' '7 --F 1,.,
STH shall provide Commercial Automobile Liability hsurance with Combined Single Limits
(CSL) of not less than $500,000 either h a single policy or h a combination of basic and umbrella or
excess policies. The policy will include bodily injury and property danuge liability adshg out of the
operation, maintenance and use of all autormbiles and mobile equipment used in conjunction with this
contract
Satisfaction of the above requirerwnt shall be in the form of a policy endorsement for:
• any auto, or
• all owned, hired, and non-owned autos.
3. Workers’ Con4nnsation Insurance
STH shall purchase and mahrtain Workers’ Compensation insurance which, in addition to
meeting the minimum statutory requirerwnts for issuance of such insurance, has Employer's Liability
limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy
limit for occupational disease. The City need not tx named as an "Additional Insured" but the insurer
shaH agree to waive all rights of subrogation against the City, its o£Ecials, agents, enployees, and
volunteers for any work performed for the City by the Named Insured.
XII. INDEMNIFICATION
To the extent authorimd by law, STH agrees to indemni& hoklharmlws, and defend the City, its
oHcers, agents, and enployws Rom and against any and all claMs or suits for hjudes, damage, loss, or
liability of whatever kind or character, adshg out of or in corurection with the perfonrnnce by STH or
those services contenplated by this Agreennra, including all such claim or causes of action based upon
cormrnn, constitutiornl, or statutory law, or based, h whole or h part, upon allegations ofnegligart or
hrtentional acts of STH, its omens, employees, agarts, sutxontractors, licensees, and invitees.
XIII. CONFLICT OF INTEREST
A. STH covenants that neither it nor any member of its governing body presently has any
interest, direct or indhect, which would conflict in any manner or degree with the performance of
services required to be performed under this Agreement. STH further covenants that in the
performance of this Agreement, no person having such interest shall be employed or appointed as a
member of its govemhrg body.
B. STH further covenants that no member of its governing bodyor its staR sutxontractors, or
employees shall possess any interest in or use his/her position for a purpose that is or gives the
appearance oftning motivated by desire for private gain for himseIFherself, or others; particularly
those with which he/she has family, business, or other ties.
C. No o£Hcer, member, or employee of City and no member of its governing body who
exercises any function or responsR)ilities in the review or approval of the undertaking or carrying out
of this Agreement shall participate in any decision relating to the Agreement which aBeets his
Dana Q Af 1 1
STH shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) ofnot less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or
all owned, hired, and non-owned autos.
3. Workers' Compensation Insurance
STH shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees, and volunteers for any work performed for the City by the Named Insured.
XII. INDEMNIFICATION
To the extent authorized by law, STH agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the perfonnance by STH or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional, or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts ofSTH, its officers, employees, agents, subcontractors, licensees, and invitees.
XIII. CONFLICT OF INTEREST
A. STH 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 Agreement. STH further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body.
B. STH further covenants that no member ofits governing body or its staff: subcontractors, or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himselflherself, or others; particularly those with which he/she 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 participate in any decision relating to the Agreement which affects his
personal interest or the interest in any corporation, partnership, or association in which he has direct
or indirect interest.
mv. NOTICE
Any notice or other written instrument required or permitted to be delivered under tIn terms of
this Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited in the United States mail, postage prepaid, registered or certi6ed, return receipt requated,
or via hand-delivery or facsimile, addressed to STH or City, as the case may be, at the following
addresses:
CITY:STH Project:
City of Denton, Texas
AHn: City Manager
215 E. McKinney
Denton, TX 76201
STHProj ect
Attn : Teddy Howard
1011 Surrey Lane Bldg .
Flower Mound, TX 75022
200
with a copy to:
City of Denton, Texas
AHn: City Attorney’s Office
215 E. McKinney
Denton, Texas 76201
Either party any change its mailing address by sending notice of change of address to the other at the
above address by certi6ed mail, return receipt requested.
XV. MISCELLANEOUS
A, STH shall not transfer, pledge, or otherwise assign this Agreement or any interest therein,
or any claim arising thereunder to any party or parties, bank, trust con4)any, or other 6nancial
institution without the prior written approval of City.
B. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
remaining provisions shall remain h full force and efFect and continue to conform to the od®al
intent of both parties hereto.
C. In no event shall any use of City locations by STH hereunder, or any other act or failure of
City to hMt h anyone or rmre hrstances upon the terms and conditions of this Agreemt 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 STH. Neither shall such payment, act, or omission in any
nMnner hnpal or prejudice wry 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 eRect of this provision.
Dana o Af I a
personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest.
XIV. NOTICE
Any notice or other written instrument required or permitted to be delivered under the tenns of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to STH or City, as the case may be, at the following addresses:
CITY:
City of Denton, Texas
Attn: City Manager
215 E. McKinney
Denton, TX 76201
with a copy to:
City of Denton, Texas
Attn: City Attorney's Office
215 E. McKinney
Denton, Texas 76201
STH Project:
STHProject
Attn : Teddy Howard
1011 Surrey Lane Bldg. 200
Flower Mound, TX 75022
Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested.
XV. MISCELLANEOUS
A. STH shall not transfer, pledge, or otherwise assign this Agreement 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 Agreement is held to be invalid, illegat 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 use of City locations by STH hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement 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 STH. 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.
n,.,..,. o ,_f' 1 'l
D. Thb Agmanta, n8etbn winnMelrced exhibits and 8tt8chautlts, cowtitutestheartbe
agleetxnntbetwwn dn pwtio$hn€to, &d arvprior8gmrrntlt, 88$ertbn, statarunt, urxlerstandhg,
or other waxritaurd occurring during tIn tam ofthis Agreerrnnt, or subsequent thereto, have my
legal &>ice or elba wlutwever, urrlaspropn&awuUI h writing, atxI ifaHxoprbte, rmrdal as
m annrHlrrnnt ofthis Agrwnnat.
E. ThbAgrwrIntBdullbe&rtnpnted hUwrdatIW withthebwsoftln State of Texas aId
venue ofaaylit@ation concemhuthisAgruauR dull tn in a court ofcompetetdjMHctbn sitthrg
hI Denton County, mas.
IN WITNESS WIWJ)F, the putiw do hereby aMxdreh sigMtwes and met into this
ApeemM as of the /.g?a day of_.J 2020.
U
/
\N, CITY MANAGER
ATrEST:
ROSA RIOS, cnr SECRETARY
.d2/>_z .J&D
THIS AGREEMENT HAS BEEN
BorrH REVIEWED AND
APPROVFITI
al to 6n8rwJal arId opHeratl8nal
obligatio® aad business terms.
#?nO
DIal(tel
FaA,S , %aDC,b
'7
lbepartrnent
APPROVED AS TO LEGAL FORM:
'ORNEYAARON
D,t,Sbnd:VAN IZ; te
DAna IA Af la
D. This Agreement, together with referenced exhibits and attachments, comtitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the tenn of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement.
E. This Agreement shall be interpreted in accordance with the laws of the State ofTexas and venue of any litigation concerning this Agreement shall be in a court of competent jumdiction sitting in Denton County, Texas.
IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the /fg day of ~ , 2020.
A'ITEST:
ROSA RIOS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
AARON A:, ORNEY
cnYW:JC -
~MANAGER
.., .. ,. .. 1 n ,.~ 1 .,
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND
APPROVED
a1 to financial and operational
obligadons and business terms.
Afa~
/ Signature
C) I /2.E,ej-<{X_,
Title fti/US ~~o,J
Department
Date Signed: ~v I~ '1..o"l..O
STH Project, Inc.
/–'//d
Dana
ATTEST:
11 nbf 1 Cl
STH Project, Inc.
ATTEST:
1~/~ h.) I~ I fo,H. ~
EXHIBrr A:
LOCATIONS FOR SUMMER LUNCHES
Denton Civic Center, 321 E. McKinney Street, Denton, Texas 76201
Delia Recreation Center, 1001 Parvin Street, Denton, Texas 76205
Martin Luther King Recreation Center, 1300 Wilson Street, Denton, Texas 76205
McMath Middle School, 1900 Jason Drive, Denton, Texas 76205
North Lakes Rec Center - 2001 W Windsor Dr. Denton TX 76209
1.
2.
3.
4.
5.
EXIIlBITA:
LOCATIONS FOR SUMMER LUNCHES
1. Denton Civic Center, 321 E. McKinney Street, Denton, Texas 76201
2. Denia Recreation Center, 1001 Parvin Street, Denton, Texas 76205
3. Martin Luther King Recreation Center, 1300 Wilson Street, Denton, Texas 76205
4. McMath Middle School, 1900 Jason Drive, Denton, Texas 76205
5. North Lakes Rec Center -2001 W Windsor Dr. Denton TX 76209