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2008-068S:\Our Documents\Ordinances\08\Summer Food Service 2008.doc ORDINANCE NO. .2DOT> -' D~ D AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY MANAGER TO SUBMIT AN APPLICATION UNDER THE NATIONAL SCHOOL LUNCH ACT TO OBTAIN FUNDING FOR THE 2008 SUMMER FOOD SERVICE PROGRAM; IF SUCH FUNDING IS GRANTED, THE CITY MANAGER IS AUTHORIZED TO EXECUTE THE SUMMER FOOD SERVICE PROGRAM AGREEMENT WITH THE TEXAS DEPARTMENT OF HUMAN SERVICES AND EXECUTE A CONTRACT WITH THE DENTON INDEPENDENT SCHOOL DISTRICT AND ALL ADDITIONAL DOCUMENTS AND AGREEMENTS, AS REQUIRED; AUTHORIZING THE EXPENDITURE OF FUNDS TO ADMINISTER THE PROGRAM; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas will submit an application for funding under the National School Lunch Act, to the Texas Department of Human Services for the purpose of making meals available to eligible children at the City's Summer Action Site programs; and WHEREAS, pursuant to the grant, if received, the City will contract with the Denton Independent School District to provide the meals at the various sites; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute, on behalf of the City, an application for funding under the National School Lunch Act, and if funded, the Summer Food Service Program Agreement with the Texas Department of Human Services, a copy of which is attached hereto as Exhibit "A" and incorporated by reference herein, along with any other documents and certificates necessary to obtain such funding. SECTION 2. The City Manager is hereby authorized to execute a contract with the Denton Independent School District, substantially in the form of the contract which is attached to and made apart of this ordinance for all purposes, to provide meals for eligible individuals at the various sites, and such other documents and certifications as are necessary to carry out the 2008 Summer Food Service Program, if such program is funded per the terms set forth in Section 1 above, and to handle all fiscal and administrative matters relating to the application and the program. SECTION 3. The expenditure of funds necessary to administer the 2008 Summer Food Service Program is hereby authorized. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the ~ day of , 2008. ~' l' ~~".~... PERRY R. McNEILL, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: EDWIN M. SNYDER, CITY ATTORNEY c BY: PAGE2 State of Texas County of Denton AGREEMENT TO FURNISH FOOD SERVICE CITY OF DENTON and DENTON INDEPENDENT SCHOOL DISTRICT FOOD SERVICES THIS AGREEMENT is made and entered into by and between the Denton Independent School District and the City of Denton both of whom are local governmental entities authorized to enter into interlocal agreements under Chapter 791 of the Texas Government Code. (Vernon 1994) Whereas, the interlocal agreement contemplates the performance of function or services that each party to this contract is authorized to perform individually. Whereas, that the City of Denton is making payment under this agreement which it is funding from payments from current revenue; whereas, the payments provided by the City of Denton are in an amount that fairly compensates the Denton Independent School District for the services that it is performing. Witnesseth: I. Provision of Meals Denton Independent School District agrees to supply unitized meals inclusive of milk and juice to the City of Denton Parks and Recreation Department. The Citv of Denton Parks and Recreation Department will pick up meals at designated food preparation site and package coolers with meals and deliver to approved SFSP sites. Breakfast......$ 0.00 each Lunches.......$ 2.00 each Snacks.........$ 0_00 each Supper.........$ 0_00 each II. Menu Records It is further agreed that the Denton Indenendent Schoot District pursuant to the provisions of the Summer Food Service Program Regulations, will assure that said meals meet the minimum requirements as to nutritive value and content as outlined in the U.S.D.A.'s sponsor Meal Preparation Handbook, and will maintain full and accurate recordings of such, including the following: 1. Menu Records, including amount of food prepared. 2. Meals, including daily number of meals delivered by type. III. Retention of Records These records must be reported to the institution promptly at the end of each week. Denton Independent School District agrees also to retain records required under the preceding clause for a period of three years and 90 days after the end of the contract period. If audits, claims or litigation have not been resolved, all records must be retained beyond the required time period until all issues aze resolved in accordance with the Summer Food Service Program Agreement between The City of Denton and Texas Denartment of Aericulture-Food & Nutrition Division IV. Comnliance With Immigration Laws The Denton Independent School District agrees to comply with the requirements of the Immigration Reform Control Act of 1986 regarding employment verification and retention of verification forms for any individuals hired after November 6, 1986 who will perform labor or services under this contract. V. Audit The Denton Indenendent School District agrees to allow for purposes of audit, examination, excerpt, and transcription: the USDA, the Comptroller of the United States, D.S. and any of their authorized representatives to have access to any of the contractor's books, documents, papers, and records that are pertinent to the contract. VI. Enerey Efficiency The Denton Independent School District agrees to comply with the required mandatory standards and policies concerning energy efficiency contained in the Texas Energy Conservation Plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). VII. Remedies For Breach of Contract The Denton Independent School District agrees that except for small purchase contracts, it will comply with and enforce provisions that allow for administrative, contractual, or legal remedies if contractors violate or breach contract terms, and any appropriate sanctions and penalties. VIII. Compliance With Labor Regulations The Denton Independent School District agrees to be in compliance with Section 103 of the contract Work Hours and Safety Standards Act (40 USC 327-330) as supplemented by the Department of Labor regulations (29 CFR, Part 5). Under this Act, contractors must compute the wages of mechanics and laborers on the basis of standazd workday of eight hours and a standard workweek of 40 hours. Work that exceeds the standards must be compensated at least 1'/x times the basic pay rate for overtime hours worked. These requirements do not apply to the purchase of supplies or materials ordinarily available on the open market or contracts For transportation. DC. Equal Employment Opportunity The Denton Independent School District agrees to comply with Executive Order 11246 entitled "Equal Employment Opportunity" as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60). X. Compliance With Laws The Denton Independent School District agrees to comply with all other applicable laws, including without limitation, any additional applicable Federal Laws or regulations contained in the Summer Food Proeram Agreement between the City of Denton and the Texas De artment of . Agriculture-Food & Nutrition Division XI. Remedv For Breach If the Denton Independent School District fails to provide services in accordance with the provisions of this contract, the City of Denton may, upon written notice of default to the contractor, immediately terminate the whole or part of this contract. XII. Consideration The City of Denton agees to pay Denton Independent School District for all meals ordered on daily basis at the rate ageed upon in this contract. XIII. Term The agreement shall be effective as of June 9, 2008 and shall have the same term as the Stumner Food Program Ageement between the City of Denton and the Texas Department of Aericulture- Food & Nutrition Division. It maybe terminated by notice in writing given by any party hereto to the other parties at least 30 days prior to the date of termination. XN. Venue This agreement shall be interpreted in accordance with the laws of the State of Texas. Any litigation filed with regard to this contract shall be tried in a court of competent jurisdiction setting in Denton County, Texas. IN WITNESS WHEREOF, the parties hereto have executed this ageement as of the dates indicted below: Agreed to this date ~ _ ~ ' ~ y Ageed to this date ~- ~ la " D~ Sponsor Official ~'~.- -_ ~~~/ DISD Sponsor q„ Title: City Manager Title School Board President The location of the food prepazation site will be: Rayzor Elementary School 1400 Malone Denton, Texas 76207 APPROVED AS TO LEGAL FORM: EDW11V M. SNYDER, CITY7ATTORNEY BY: Exhibit A TEXAS DEPARTMENT OF AGRICULTURE FOOD NUTRTPION DIVISION AGREEMENT STATE OF TEXAS§ COUNTY OF TRAVIS § The Texas Department of Agriculture, hereinafter referred to as TDA, City of Denton AND hereinafter referred to as Contractor, do hereby make and enter into this Agreement ("Agreement'), as required by the National School Lunch Act and the Child Nutrition Act, as amended, and the following program regulations: the National School Lunch Program (NSLP), 7 Code of Federal Regulations (CFR) Part 210; the Special Milk Program (SMP), 7 CFR Part 21.5; the School Breakfast Program (SBP), 7 CFR Part 220; the Summer Food Service Program (SFSP), 7 CFR Part 225; and the Child and Adult Caze Food Program (CACFP) 7 CFR Part 226 (collectively herein, "Programs"). This Agreement establishes or continues the rights and responsibilities of TDA and Contractor pursuant to Contractor's: participation in one or more of the above named programs as stipulated herein. If this Agreement continues as an existing ageement, all existing terms, conditions, liabilities and obligations of the parties under the prior Agreement.remain in full force and effect, except to the extent that those terms, conditions, liabilities and obligations conflict with this Agreement, in which case this Agreement takes precedence. By signing this Agreement, both parties aze bound by its terms and conditions from its beginning effective date, or the beginning effective date of any prior Agreement(s) continued by this Agreement, until terminated in accordance with this Agreement. I. MUTUAL AGREEMENTS The Parties mutually agree: A: If Contractor fails to provide services in accordance with the provisions of this Agreement, TDA may, upon written notice of default to Contractor, immediately terminate the whole or any part of this Agreement, including refusal to pay claims for reimbursement, and such termination shall not be an exclusive remedy but shall be in addition to any other rights and remedies provided by law or under this Agreement B.. If federal or state laws or other requirements aze amended or judicially interpreted so that the continued fulfilhnenf of this Agreement, on the part of either party, u substantially unreasonable or impossible; or if the parties aze unable to agree upon any amendment which would therefore be needed to enable the substantial continuation of the services contemplated by this Agreement then, the parties shall be discharged from any further obligaflons created under the terms of this Agreement, except for the equitable settlement of the respective accrued interest of obligations, including audit findings, incurred up to the date of termination. II. CONTRACTOR PROGRAM ADMINISTRATION AND FINANCIAL MANAGEMENT A. Contractor will comply with all applicable regulations for its designated program, as well as 7 CFR Parts 245 and 250, as amended, the Uniform Federal Assistance Regulation (7 CFR, Part 3015, as amended), Audits of State, Local Governments, and Non-Profit Organizations (7 CFR 3052, as amended) and state policies and procedures as issued and amended by TDA. Contractor further agrees to perform as described in its application (including its Policy statement and supporting documents, and approved amendments to the application) for participation in the designated program. B. Contractor accepts final administrative and financial responsibility for food service operations in each school, summer feeding site, and child and/or adult caze facility, hereinafter referred to as a site, operated or sponsored by Contractor. The responsibility includes any audit exceptions or payment. deficiency in the program covered by this contract, and all subcontracts hereunder, which are found after monitoring or auditing by TDA or USDA and will be responsible for the collections and payback of any amount paid in excess of the proper claim amount. C. Contractor must submit for TDA approval only those applications for sites which have delegated the authority for the administration of food service operations to the Contractor or which have executed sub agreements with Contractor for the administration of food services operations. D. If Contractor participates in the NSLP, Contractor agrees: 1. That the official signing the Claim for Reimbursement will be responsible for reviewing and analyzing meal counts to ensure accuracy and compliance with federal regulations; 2. To enter into an agreement to receive donated foods as required by federal regulations; 3. To price the lunch as a unit; 4. To clans reimbursement at the assigned rates only for reimbursable free, reduced price and paid lunches served to eligible children in accordance with 7 CFR part 210; 5. Count the number of free, reduced price and paid reimbursable meals served to eligible children at the point of service, or through another counting system, if approved by TDA; 6. Limit its net cash resources to an amount that does not exceed 3 months average expenditures for its nonprofit school food service or such other amount as maybe approved in accordance with 7 CFR §210.19(a); and 7. Maintain a financial management system as prescribed under 7 CFR §210.14(c). E. If Contractor participates in the CACFP, Contractor shall provide or accept responsibility for the provision of organized, non- residential child day caze and will immediately report to the Texas Deparhnent of Family and Protective Services (DFPS) Licensing or Child Protecfive Services staff, any suspected violations of DFPS Licensing standazds or suspected abuse of children in sponsored centers or day homes. F. Contractor understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Auditor's Office (SAO), br any successor agency, to conduct an investigation in connection with those. funds. Contractor further,agrees to cooperate fully with the SAO. or its successor in the conduct of the audit or investigation, including providing all records requested. Contractor will ensuie that this clause concerning the authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract it awards. G. Notification of Change of Information. Contractor agrees to submit to TDA's Food and Nutrition Division an amendment to its application or management plan, on TDA's form, when any change occurs from informafion that was originally submitted in Contractor's application. lII. RECORD KEEPING A. Contractor will keep financial and supporting documents, statistical records, and any other records pertinent to the services for which a claim was submitted in the manner and detail prescribed by TDA. Unless otherwise provided by state or federal law, the records and documents will be kept for a minimum of 3 years and 90 days after the termination of the federal fiscal year for the relevant program. If any litigation, claim, or audit involving these records begins before such period expires, Contractor wiIl keep the records and documents for not less than 3 yeazs and 90 days and until all litigation, claims or audit findings aze resolved. The case is considered resolved when there is a final order issued in litigation, or a written agreement is entered into between TDA and the Contractor. Contractor will keep records of non-expendable property acquired under the contract for 3 years and 90 days after final disposition of the property. B. Contractor and its subcontractors will allow TDA and USDA officials and other appropriate officials determined by TDA to inspect facilities and records and to audit, examine, and copy records at any reasonable time. This includes access to all records of costs paid, even in part, by TDA. C. Contractor and its subcontractors will establish a method to secure the confidentiality ofrecords and other information relating to clients in accordance with the applicable federal law, rules, and regulations, as well as the applicable state law and regulations. The provision shall not be constmed as limiting TDA's right of access to recipient case records or other information relating to clients served under this contract. N. CIVII, RIGHTS POLICY COMPLIANCE A. Contractor agrees to comply with Title VI of the CivII Rights Act of 1964 (Public Law 88-352) and all requirements imposed by the regulations of the Department of Agriculture (7 CFR Part 15), Departnent of Justice (28 CFR Parts 42 and 50) and FNS directives or regulations issued pursuant to that act and the regulations. Section 504 of the Rehabilitation Act of 1973 (public Law 93-112), the Americans with Disabilities Act of 1990 (Public Law 101-336), Title D; of the Education Amendments of ]972 (Title 20 U.S.C. Sections 1681-1688) and USDA regulations at 7 CFR Part 15a, the Age Discrimination Act of 1975 (Public Law 94-135), and all amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. These provide in part that no person.in the United States shall, on the ground of race, color, national origin, age, sex, or disability be excluded from participation in, or denied any aid, care, service or otheYbenefits provided by federal and/or state funding, or otherwise be subjected to'discrimination. The contractor also agrees fo comply with Health and Safety Code Section 85.113 (relating to workplace and confidentiality guidelines regarding AIDS and HIV). Additionally, Title VI of the Civil Rights Act of 1964, and its implementing regulations at 7 CFR, Part 15, prohibit Contractor from adopting and implementing policies and procedures that exclude or-have the effect of excluding or limiting the participation of clients in its programs, benefits, or activities, on the basis of national origin. Contractor agrees to ensure that its policies do not have the effect of excluding or limiting the participation of persons in,its programs and activities, on the basis of national origin. The contractoralso agrees to take reasonable steps to provide services and information; both orally and in writing, in appropriate anguages other than English, in order to ensure that persons with limited English proficiency aze effectively informed and can effectively participate in and benefit from its programs. Contractor accepts final administrative responsibility for ensuring that its subcontractors take reasonable steps to provide services and information, both orally and inwriting, in, appropriate languages other than English, in order to ensure that persons with limited English proficiency aze effectively informed and can effectively participate in and benefit from that subcontractor's programs and services: B. Contractor hereby gives assurance that it will immediately take any measures necessary to comply with this section. This assurance is given in consideration of and for the purpose of obtaining any and all federal financial assistance, gants and loans of federal funds, reimbursable expenditures, grant or donation of federal property and interest in property, the detail of federal personnel, the sale and lease of, and the permission to use, federal property or interest in such property or the furaiishing of services without consideration or at a nominal consideration, or at a consideration which is reduced for the purpose of assisting the recipient, or in recognition,of the public interest to be served by such sale, lease'or famishing of services to the recipieht, or any improvements made with federal financial assistance extended to the program applicant by the TDA. This includes any federal agreement, arrangement, or other contract that has as one of its purposes the provision of cash assistance for the purchase of food, and cash assistance for purchase or rental of food service equipment or any other financial assistance extended in reliance on the representation and agreements made in this assurance. C. Contractor agrees to compile data, maintain records, and submit reports as required,'to permit effective enforcement of the above Acts and permit authorized TDA, USDA and FNS personnel during normal working hours to review such records, books, and accounts as needed to ascertain compliance with the above Acts. If there aze any violations of this assurance, TDA, USDA and FNS have the right to seek judicial enforcement of this assurance. This assurance is binding on the Contractor, its successors,' transferees, and assignees as long as it receives assistance or retains possession of any' assistance from the department. The person whose signature appeazs on this Agreement is authorized to sign this assurance on the behalf of the Contractor. D. A religious or charitable organization is eligible to be a Contractor on the same basis as any other private organization. The Contractor retains its independence from State and local governments, including the Contractor's control over the definition, development, practice, and expression of its charitable or religious beliefs. Except as provided by federal law, TDA shall not interpret this Agreement to require a chazitable or religious organization to alter its form of intema] governance or remove religious art, icons, scripture, or other symbols. Furthermore, if a religious or chazitable organization segregates the government funds provided under this Agreement, then only the financial assistance provided by these funds will be subject to audit. However, neither TDA's selection of a charitable or faith-based Contractor of services nor the expenditure of funds under this Agreement is an endorsement of the Contractor's charitable or religious chazacter, practices, or expression. The purpose of this Agreement is the provision of services; no State expenditures have as their objective the funding of sectazian worship, instructions, or proselytization. A charitable or faith-based provider of services under this Agreement shall reasonably apprise all assisted individuals of the following: 'Neither TDA's selection of a chazitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of [he provider's charitable or religious chazacter, practices, or expression. No provider of services may discriminate against you on the basis of religion, a religious belief, or your refusal to participate in a religious practice. If you object to a particular provider because of its religious chazacter, you may request assignment to a different provider. If you believe that your rights have been violated, please discuss the complaint with your provider or notify TDA's Food and Nutrition Division. " Section 104 of The Personal Responsibility and Work Opportunity Reconciliation Act of 1996, 42 U.S.C. § 604x, sets forth certain additional rights and responsibilities for charitable and faith-based providers of services, certain additional rights of assisted individuals, and certain additional responsibilities of TDA to these providers and assisted individuals. This Agreement is subject to those additional rights and responsibilities. V.' TDA CLAIMS PAYMENT A. TDA will, subject to the federal appropriation and availability to TDA of sufficient funds for the applicable program, make program payment to Contractor in accordance with the terms of this Agreement. No reimbursement shall be made for performance under this Agreement occurring prior to ja) the beginning effective date of this Ageement or (b) a later date established by TDA based on the date of receipt of a fully executed copy of this Agreement. B. This pazagraph is pursuant to §2252.903 of the Texas Government Code. Any payments owing to Contractor under this Agreement will be applied towazd elimination of Contractor's indebtedness to the state, delinquency in payment of taxes to the state, or delinquency in payment of taxes that the comptroller administers or collects until the indebtedness or delinquency is paid iu full. VI. IMNIIGRATION Contractor agrees to comply with the requirements of the Immigration Reform and Control Act of 1986 regazding employment verification and retention of verification forms for any individuals hired after November 6, 1986, who will perform any labor or services under this Agreement. VII. CERTIFICATION A. Debarment, Suspension, Ineligibility, or Voluntary Exclusion For. Covered Contracts. Contractor certifies, by execution of this Agreement, that neither it nor its principals aze presently debarred, suspended, proposed for debarment, declazed ineligible, or voluntarily excluded-from participating in this contract by any federal deparhnent or agency or by the State of Texas. By making this certification Contractor agrees to the following terms: 1. The above certification is a material representation of fact upon which reliance was based when this Agreement was entered into. If it is later determined that the Contractor lmowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the United States Department of Agriculture or other federal department of agency, or the Texas Department of Agriculture may pursue available remedies, including suspension and/or debarment. 2. Contractor shall provide immediate written notice to the person to which this certification is submitted if at any time Contractor learns that the certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 3. The words "covered contract;" "debarred," suspended," "ineligible," "participant," "person," "principal," "proposal," and vohntarily excluded," as used in this certification have meanings based upon materials in the Defmitions and overage sections of federal rules implementing Executive Order 12549. Usage is defined in the attachment. 4. Contractor agrees by submitting this certification that, should the proposed covered contract be entered into, it shall not lmowingly enter into any subcontract with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the United States Department of Agriculture or other federal department or agency, and/or the Texas Department of Agriculture, as applicable. 5. Contractor further agrees by submitting-this certification that it will include TDA's Form titled "Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion for Covered Contracts" without modification, in all covered subcontracts and in all solicitation for all covered subcontracts. 6. Contractor may rely upon a certification of a subcontractor that it is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, :unless it brows that the certification is erroneous. Contractor must, at a minimum, obtain certificates from its covered subcontractor upon each subcontractor's initiation and upon each renewal. Nothing contained in all the foregoing shall be constmed to requre establishment of a system of records in order to render in good faith the certification required by this certification document. The knowledge and information of Contractor is not required to exceed that which is normally possessed by a pmdent person in the ordinary course of business dealings. 7. .Except for contracts authorized under pazagraph 4 of these terms, if Contractor in a covered contract knowingly enters into a covered subcontract widt a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the federal government, the United States Department of Agriculture, or other federal department or agency, as applicable, and/or the Texas Department of Agriculture may pursue available remedies, including suspension and/or debarment. B. Federal Lobbying. This certification applies only to this Agreement and is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Contractor certifies, to the best of his or her knowledge and belief, that No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federally funded contract, subcontract, sub grant, or cooperative agreement, the undersigned shall complete and submit Standazd Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. Contractor shall require that the language of this certification be included in the awazd documents for all covered sub awazds at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that all covered sub recipients shall certify and disclose accordingly. C. Conflicts of Interest. Contractor agrees to comply with applicable state and federal laws, rules and regulations regarding conflicts of interest in the performance of its duties under this Agreement. Contractor wan•ants that it has no interest and will not acquire any direct or indirect interest that would conflict in any manner or degree with its performance under this . Agreement. Contractor will establish safeguazds to prohibit employees from using their positions for a purpose that constitutes or presents the appeazance of personal or organizational conflict of interest, or personal gain. Contractor will operate with complete independence and objectivity without actual, potential or appazent conflict of interest with respect to the activities conducted under this Agreement with the State of Texas. An organizational conflict of interest is a set of facts or circumstances, a relafionship, or other situation under which a contractor, or a subcontractor has past, present, or currently planned personal or fmancial activities or interests that either directly or indirectly: 1. Impairs or diminishes the offerors, contractor's, or subcontractor's ability to render impartial or objective assistance or advice to TDA; or 2. Provides the contractor or subcontractor an unfair competitive advantage in future TDA procurements. Except as otherwise disclosed and approved by TDA prior to the Effective Date of this Ageement, Contractor warrants that, as of the Effective Date and to the best of its knowledge and belief, there are no relevant facts or circumstances that could give rise to organizational conflict of interest affecting this Ageement. Contractor affirms that it has neither given, nor intends to' give, at any time hereafter, any economic opportunity, future employment, gift, loan, gatuity, special discount; hip, favor, or service to a public servant or any employee or representative of same, at any time during the procurement process or in connection with the procurement process except as allowed under relevant state and federal law. Contractor agees that,. if after the Effective Date, Contractor discovers or is made aware of an organizational conflict of interest, Contractor will immediately and fully. disclose such interest in writing to TDA's Food and Nutrition Division. In addition, Contractor must promptly disclose any relafionship that might be perceived or represented as a conflict after its discovery by Contractor or by TDA as a potential conflict TDA reserves the right to make a final determination regazding the existence of conflicts of interest; and Contractor agees to abide by TDA's decision. The disclosure will include a descripfion of the action(s) that Contractor has taken or proposes to take to avoid or mitigate such conflicts. If TDA determines that an organizational conflict of interest exists, TDA may, at its discretion,. terminate this Ageement. If TDA determines that Contractor was aware of an organizational conflict of.interest before the awazd of this Ageement and did not disclose the conflict to the contracting officer, such nondisclosure will be considered a material breach of the Ageement. Furthermore, such breach maybe submitted to the Office of the Attorney General, Texas Ethics Commission, or appropriate Sfata or Federal law enforcement officials for further action. Contractormust include the provisions of this Section C in all subcontracts for work to be performed similar to the service provided by Contractor and the terms "Ageement;" with the terms "Contractor" and "TDA" modified appropriately to preserve the State's rights. Contractor must not retain or promise [o retain any person or company, or utilize or promise to utilize a consultant that participated in TDA's development of specific criteria. of this Ageement or who participated in the approval of the Contractor for this Agreement Contractor will not recruit or employ any TDA professional or technical personnel who has worked on projects relating [o the subject matter of this Ageement, or who has had any influence on decisions affecting the subject matter of this Ageement, for two (2) years following the completion of this Agreement. Contractor certifies to its understanding and ageement regazding Conflicts of Interest. D. Franchise Taxes. Contractor certifies that if it is a corpomtion, it is either afar-profit corporation [hat is not delinquent in its franchise tax payments to the State of Texas, or is anon-profit corporation or is otherwise not subject to payment of franchise taxes to the State of Texas. E. Contractor certifies that all information submitted pursuant to this ageement is true and correct. Contractor understands that the deliberate misrepresentation or withholding of information is a violation of this Ageement and may result in prosecution . under applicable state and federal statutes. F. Family Code. Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business entity named in this Ageement, bid, or application; and any individual who is a parhier, shazeholder, or owner with at least 25% interest in the business entity, is not ineligible to receive the specified grant, loan, or payment and aclmowledges that this Ageement may be terminated and payment may be withheld if this certification is inaccurate. viII. TERM AND TERMINATION In addition to other provisions of this article allowing termination, this Agreement will terminate upon the Expiration Date unless.extended in accordance with the terms of this Agreement, or terminated sooner under the terms of this Agreement. Prior to completion of the Initial Term and any extensions or renewal thereof, all or a part of this Agreement maybe terminated for any of the following reasons: A. Termination by mutual agreement of the Parties. This Agreement may be terminated by mutual agreement of the Parties. Such agreement must be in writing. B. Terminafion in the best interest of the State. TDA may terminate this Agreement at any time when, in its sole discretion, TDA determines that termination is in the best interest of the State of Texas. The termination will be effective on the date specified in TDA's Notice of Termination. C. Termination for cause. TDA reserves the right to terminate this Agreement, in whole or in part, upon the following conditions: 1. Assignment for the benefit of creditors, appointment of receiver, or inability to pay debts. TDA may terminate this Agreement if Contractor: a) Makes an assignment for the benefit of its creditors; b) Admits in writing its inability to pay its debts generally as they become due; or c) Consents to the appointment of a receiver, trustee, or liquidator of Contractor or of all or any part of its ProP~Y• 2. Failure to adhere to laws, rules, ordinances, or orders. TDA may terminate this Contract if a court of competent jurisdicfion fords Contractor failed to adhere to any laws, ordinances, rules, regulations or orders of any public authority having jurisdiction andsuch violation prevents or substanfially impairs performance of Contractor's duties under this Agreement: 3. Breach of confidentiality. TDA may terminate this Agreement if Contractor breaches confidentiality laws with respect to the Services and Deliverables provided under this Agreement. 4. Failure to maintain adequatepersonnel or resources. TDA may terminate this Agreement if, after providing notice and an opportunity to correct, TDA determines that Contractor has failed to supply personnel or resources and such failure results in Contractor's inability to fulfill its duties under this Agreement. 5. Termination for gifts and gratuities a) TDA may terminate this Agreement following the determination by a competent judicial or quasi judicial authority and Contractor's exhaustion of all legal remedies that Contractor, its employees, agents or representatives have either offered or given any thing of value an officer or employee of TDA or the State of Texas in violation of state law. b) Contractor must include a similaz provision in each of its subcontracts and shall enforce this provision against a subcontractor who has offered or given any thing of value to any of the persons or entities described in this Section; whether or not the offer or gift was in Contractor's behalf. c) Temuna6on of a subcontract by Contmctor pursuant to this provision will not be a cause for termination of this Agreement unless: (1) Contractor fails to replace such terminated subcontractor within a reasonable time; and (2) Such failure constitutes Cause as described in this Secfion. (d) For purposes of this Section, a "thing of value" means any item of tangible or intangible property that has a monetary value of more than $50.00 and includes, but is not limited to, cash, food, lodging, entertainment, and charitable contributions. The term does not include contributions to holders of public office or candidates for public office that aze paid and reported in accordance with State and/or Federal law. 6. Termination for non-appropriation of funds. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by TDA aze at any time not forthcoming or aze insufficient, through failwe of any entity to appropriate funds or otherwise; then TDA will have the right to terminate this Agreement at no additional cost and with no penalty whatsoever by giving prior written notice documenting the lack of funding. 7. Judgment and execution. a) TDA may terminate this Agreement if judgment for the payment of money in excess of $500,000.00 that is not covered by insurance, is rendered by any court or governmental body against Contractor, and Contractor does not: (1) Dischazge the judgment or provide for its dischazge in accordance with the terms of the judgment; (2) Procwe a stay of execution of the judgment within 30 days from the date of entry thereof; or (3) Perfect an appeal of such judgment and cause the execution of such judgment to be stayed during the appeal, providing such financial reserves as may be required under generally accepted accounting principles. b) If a writ or warrant of attachment or any similaz process is issued by any court against all or any material portion of the property of Contractor, and such writ or warrant of attachment or any similaz process is not released or bonded within 30 days after its entry, TDA may terminate this Ageement in accordance with this Section. 8. Termination for insolvency. a) TDA may terminate this Ageement if Contractor: (1) Files, for banlauptcy; (2) Becomes or is declazed insolvent, or is the subject of any proceedings related to its liquidation, insolvency, or the appointment of a receiver or simHaz officer for it; (3) Makes an assignment for the benefit of all or substantially all of its creditors; or (4) Enters into an Agreement for the composition, extension, or readjustment of substantially all of its obligations. b) Contractor agrees to pay far all reasonable expenses of TDA including the cost of counsel, incident to: (1) The enforcement of payment of all obligations of the Contractor by any action or participation in, or in connection with a case or proceeding under Chapters 7, 11, or 13 of the United States Banta uptcy Code, or any successor statute; (2) A case or proceeding involving a receiver or other similaz officer duly appointed to handle the Contractor's business; or (3) A case or proceeding in a State court initiated by TDA when previous collection attempts have been unsuccessful. 9. Termination for Contractor's material breach of the Contract. TDA will have the right to terminate this Agreement, in whole,or in part, if TDA determines, at its sole discretion, that Contractor has materially breached this Agreement. 10. Termination for Change in Ownership of Institution. Contractor understands and agrees-that this Contract is not transferable. FROM : PgRF(S This bot4 1~e0. Faithful omf RECREgTION FqX MO. :9403498384 May. 16 2008 03:49PM Pi0 TX. ~~lV]E DATE AND SIGNATURES ut shall take e[fect on 200 8 or on a' ature b vhicMvm is latm. The polies hereto io their c acitid •sta~ y gpPTOpriete~y authorized roprosentalivse of ttmce of the reruns of this. aP d. efOx their ainamrea apd bind themselves for the Agreement purauaat to participation itt the followlgg program or programs: National School Lunch Program ~ Child apd Adult Caro Food Program School Breakt4et program X Stmtmm Food Service Program 9peciel Milli Progrr¢n CONTRACTOR City Denton +.ame yr m8 vrgeouomoa (Please Print type) C. Campbell rams or~mte ~tgnmg l~ ~> Stgnagtre of citaiaoan of the board of diroctors or otltm oliiciN who hee been erdhoriud to sign cenucactt oa behalf o£ rho cOniraetinpl organiretlan. City Manager Tltle of OfFeial, (Please print or type) TEXAS DEPARTMENT OF AGRICULTURE ~: D.te: ~ ~ ac~b Y __ . _ _ - - - - ... - itevlsea-January:?A08- RECD MA`s 1 ~ Z~~B Texas Department of Agriculture This is to certify that the following person(s): Food and Nutrition Division Certificate of Authority Form H4508 December 2007 Name of Authorized Representative (Type or print in the following order: prefx, Title frst name, middle name or initial, last name and suffx.) Geor e C. Cam bell Cit Mana er E-mail Address Area Code and Telephone Number eor e.cam bell cit ofdenton.com .940-349-8307 Signature - ~-/-D~ Date of Signature Name of Authorized Representative (Type or print in the fallowing order: prefix, Title first name, middle name or initial, last name and suffx.) Kath Schaeffer Pro ram Area Mana er E-mail Address Area Code and Telephone Number kath .schaeffer cit ofdenton.com 940-349-8731 S~~ t -Authorized is (are) designated as an Authorized Representative of 3-7-0~ Date of Signature Name of Contracting Organization Program (TX) No. Ci of Denton TX-061-1002 Address (Street, City, State, ZIP Code) Contract No. 321 E. McKinne Street, Denton, TX 76201 75 - 53006 The representative(s) designated above, and myself, acknowledge that each is individually authorized on behalf of the contracting organization to make written agreements with the Texas Department of Agriculture (TDA) to operate a food program, to sign documents or reports about the agreement and to present claims for reimbursement, when appropriate, to the agency. By signing this document, we certify individually and collectively that to the best or our knowledge and belief, all documents submitted physically or electronically on behalf of the above named contracting organization pursuant to our participation in any and all programs administered by Food and Nutrition Division, TDA, are/will be true and correct in all respects, that they are/will be completed according to the terms and conditions of existing agreements, including amendments, that records are/will be available to support any and all claims and that we will not submit claims (excluding amended/adjusted claims) for goods or services for which we have already received payment. We recognize that we are fully responsible for any excess amounts which may result from errors made in relation to the completion and submission of claims. We are also aware that deliberate misrepresentation or withholding of information may result in prosecution under applicable state and federal statutes. Name of Official of Contracting Organization (Type or print in the following order: Title prefx, frst name, middle name or initial, last name and suffix.) Geor e C. Cam bell Cit Mana er E-mail Address Area Code and Telephone Number eor e.cam bell ci ofdenton.com -349-8307 -Official of Contracting Organization Date of Signature Deleted Authorized Representatives: Acontracting organization may not have more than three (3) authorized representatives, including the official of the contracting agency. If you are deleting an authorized representative, list the name(s) of the individual(s) to be removed as authorized representative(s) below: Name of Deleted Representative Name of Deleted Representative Name of Deleted Representative For TDA Use Only Received By Date Received