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2006-112 S:\Our Documents\Ordinances\06\Summcr Food Service 20GG.doc ORDINANCE NO. 2QA0-/ /2 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 2006 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 thc 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 a part 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 2006 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 2006 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 2 f1_d day of 1 tUfc ' 2006. C~~~ EULINE BROCK, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO 0 AS LEGAL FORM: EDWIN M. SNYDER, CIT..Y_A"LEY ,/~ By~ PAGE 2 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 Indeoendent School District and the Citv of Denton both of whom are local governmental entities authorized to enter into interlocal agreements under Chapter 791 ofthe 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 Indeoendent School District agrees to supply unitized meals inclusive of milk and juice to the Citv of Denton Parks and Recreation Deoartment. 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 Snacks.........$ 0.00 each Lunches.......$ 1.90 each Supper.........$ 0.00 each II. Menu Records It is further agreed that the Denton Indeoendent School 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: I. 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 retain beyond the required time period until all issues are resolved in accordance with the Summer Food Service Program Agreement between The City of Denton and The Texas Department of Human Services. IV. Compliance 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 Indeoendent 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. Energv Efficiencv 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 standard workday of eight hours and a standard workweek of 40 hours. Work that exceeds the standards must be compensated at least I Yz 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. IX. Equal Employment Opportunitv 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 Program Agreement between the Citv of Denton and the Texas Department of Human Services. XI. Remedy 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 agrees to pay Denton Independent School District for all meals ordered on daily basis at the rate agreed upon in this contract. XIII. Term The agreement shall be effective as of May 30.2006 and shall have the same term as the Summer Food Program Agreement between the City of Denton and the Texas Department of Human Services. It may be terminated by notice in writing given by any party hereto to the other parties at least 30 days prior to the date oftermination. XIV. 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 agreement as of the dates indicted below: Agreed to this date Ii - 2 -00 Sponsor Official ~ m(;~ Agreed to this date c3 - ~ tf - t2 G:, ~\;-~~ DISD Sponsor ==? Title School Board President Title: City Manager The location of the food preparation site will be: Rayzor Elementary School 1400 Malone Denton, Texas 76207 APPROVED AS IQ..LEGA E~M.-SmDER, CITY ATTO ~~- ~. . I TEXAS HEALTH AND HUMAN SERVICES COMMISSION SPECIAL NUTRITION PROGRAMS AGREEMENT STATEOFTEXAS~ COUNTY OF TRAVIS ~ The Texas Health and Human Services Commission, hereinafter referred to as HHSC. AND City of Denton, Texas, A Texas Municipal Corporation at 321 E. McKinney St., Denton, TX 76201 hereinafter referred to as the Contractor. do hereby make and enter into this contract, as required by the National School Lunch Act and the Child Nutrition Act, as amended, and the following program regulations: the National Schoo] Lunch Program (NSLP), 7 Code of Federal Regulations (CFR) Part 2]0; the Special Milk Program (SMP), 7 CFR Part 215; the School Breakfast Program (SBP), 7 CFR Part 220; the Summer Food Service Program (SFSP), 7 CFR Part 225; and the Child and Adult Care Food Program (CACFP) 7 CFR Part 226. This agreement establishes or continues the rights and responsibilities of HHSC and the Contractor pursuant to the Contractor's participation in one or more of "the above named programs as stipulated herein. If this agreement continues as an existing agreement, 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 are 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 the Contractor fails to provide services in accordance with the provisions of this contract, HHSC may. upon written notice of default to the Contractor, immediately terminate the whole or any part of this contract, 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 contract. B. If federal or state laws or other requirements are amended or judicially interpreted so that the continued fulfillment of this contract, on the part of either party, is substantially unreasonable or impossible, or if the parties are unable to agree upon any amendment which would therefore be needed to enable the substantial continuation of the services contemplated by this contract then, the parties shall be discharged from any further obligations created under the terms of this contract, 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 ADM INISTRA nON AND FINANCIAL MANAGEMENT A. The Contractor will comply with the 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 HHSC. II. CONTRACTOR PROGRAM ADM INISTRA nON AND FINANCIAL MANAGEMENT (Continued) The 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. The Contractor accepts final administrative and financial responsibility for food service operations in each school, summer feeding site, and child and/or adult care facility, hereinafter referred to as a site, operated or sponsored by the 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 HHSC or USDA and will be responsible for the collections and payback of any amount paid in excess of the proper claim amount. C. The Contractor submits for HHSC 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 the Contractor for the administration of food services operations. D. Contractors participating in the NSLP agree: 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 claim reimbursement at the assigned rates only for reimbursable free. reduced price and paid lunches served to eligible children in accordance with 7 CFR part 2]0 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 HHSC 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 may be approved in accordance with 7 CFR ~21O.l9(a); and 7. Maintain a financial management system as prescribed under 7 CFR 9210 .14( c) E. Contractors participating in the CACFP shall provide or accept responsibility for the provision of organized. non-residential child day care and will immediately report to the Texas Department of Family and Protective Services (DFPS) Licensing or Child Protective Services staff. any suspected violations of DFPS Licensing standards 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"). or 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 ensure 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. III. RECORD KEEPING A. The 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 HHSC. Unless otherwise provided by state or federal law, the records and document<; will be kept for a minimum of3 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. the Contractor will keep the records and documents for not less than 3 years and 90 days and until all litigation. claims or audit findings are resolved. The case is considered resolved when there is a final order issued in litigation. or a written agreement is entered into between HHSC and the Contractor. The 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. The Contractor and its subcontractors will allow HHSC and USDA officials and other appropriate officials detennined by HHSC 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 HHSC. III. RECORD KEEPING (Continued) C. The Contractor and its subcontractors will establish a method to secure the confidentiality of records and other information relating to clients in accordance with the applicable ferlerallaw, rules, and regulations, as well as the applicable state law and regulations. The provision shall not be construed as limiting the Department's right of access to recipient case records or other information relating to clients served under this contract. IV. CIVIL RIGHTS POLICY COMPLIANCE A. The Contractor agrees to comply with Title VI of the Civil Rights Act of 1964 (Public Law 88-352) and all requirements imposed by the regulations of the Department of Agriculture (7 CFR Part 15), Department 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 IX of the Education Amendments of 1972 (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. In addition the contractor agrees to comply with Title 40, Chapter 73, of the Texas Administrative Corle. These provide ,in part that no 'person in the United States shall, on the ground of race, color, national origin, sex, age,' disability, political beliefs, or religion be excluded from participation in, or denied any aid, care, service or other benefits provided by federal and/or state funding, or otherwise be subjected to discrimination. The contractor also agrees to 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 ofJ964, and its implementing regulations at 45 CFR, Part 80 or 7 CFR, Part 15, prohibit a 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 natio~a1 origin. Also, 40 T AC, Part ], 973.206 requires contractors to provide alternative methods for ensuring access to serVices for applicants and recipients who cannot express themselves fluently in English. Accordingly, the 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 contractor also agrees to take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can effectively participate in and benefit from its programs. The Contractor accepts final administrative responsibility for ensuring that its subcontractors take reasonable steps to provide services and information, both orally and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are effectively informed and can effectively participate in and benefit from that subcontractor's programs and services. The contractor hereby gives assurance that it will immediately take any measures necessary to comply with this subsection. . B. This assurance is given in consideration of and for the purpose of obtaining any and all federal financial assistance, grants 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 furnishing 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 furnishing of services to the recipient, or any improvements made with federal financial assistance extended to the program applicant by the HHSC. 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. The Contractor agrees to compile data, maintain records, and submit reports as required, to permit effective enforcement of the above Acts and permit authorized HHSC, USDA and FNS personnel during nonnal working hours to review such records, books, and accounts as needed to ascertain compliance with the above Acts. If there are any violations of this assurance, HHSC. 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 appears on this contract is authorized to sign this assurance on the behalf of the Contractor. IV. CIVIL RIGHTS POLICY COMPLIANCE (Continued) D. A religious Of 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, HHSC shall not interpret this contract to require a charitable or religious organization to alter its form of internal governance or remove religious art, icons, scripture, or other symbols. Furthennore, if a religious or charitable organization segregates the government funds provided under the contract, then only the financial assistance provided by these funds will be subject to audit. However, neither HHSCs selection of a charitable or faith-based contractor of services nor the expenditure of funds under this contract is an endorsement of the contractor's charitable or religious character, practices, or expression. The purpose of this contract is the provision of services; no State expenditures have as their objective the funding of sectarian worship, instructions, or proselytization. . A charitable or faith-based provider of services under this contract shall reasonably apprise all assisted individuals of the following: "Neither HHSC' s selection of a charitable or faith-based provider of services nor the expenditure of funds under this contract is an endorsement of the provider's charitable or religious character, 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 character, 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 your local HHSC Special Nutrition Programs office. Section 104 of The Personal Responsibility and Work Opportunity Reconciliation Act of 1996. 42 U.S.C. ~ 6040, 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 HHSC to these providers and assisted individuals. This contract is subject to those additional rights and responsibili~ies. V. HHSC CLAIMS PAYMENT A. HHSC will, subject to the federal appropriation and availability to HHSC of sufficient funds for the applicable program, make program payment to the Contractor in accordance with the terms ofthis agreement No reimbursement shall be made for performance under this agreement occurring prior to (a) the beginning effective date of this agreement or (b) a later date established by HHSC based on the date of receipt ofa fully executed copy of this agreement B. This paragraph is pursuant to 92252.903 of the Government Code. Any payments owing to the contractor under this contract will be applied toward elimination of the 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 in full. VI. IMMIGRATION The Contractor- agrees to comply with the requirements of the Immigration Reform and Control Act of 1986 regarding employment verification and retention of verification forms for any individuals hired after November 6, 1986, who will perform any labor or services under this contract. VII. CERTIFICATION A. Regarding Debarment, Suspension, Ineligibility, or Voluntary Exclusion For Covered Contracts - The contractor certifies, by execution of this agreement, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in this contract by any federal department or agency or by the State of Texas. By making this certification the contractor agrees to the following terms: VII. CERTIFICATION (Continned) I. The above certification is a material representation of fact upon which reliance was based when this contract was entered into. Ifit is later determined that the contractor knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the Department of Health and Human Services, United States Department of Agriculture or other federal department of agency, or the Texas Health and Human Services Commission may pursue available remedies, including suspension and/or debarment. The contractor shall provide immediate written notice to the person to which this certification is submitted if at any time the contractor learns that the certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 2. The words "covered contract,'.' "debarred," suspended," "ineligible," "participant," "person," "principal," "proposal." and voluntarily excluded;' as used in this certification have meanings based upon materials in the Definitions and overage sections offederal rules implementing Executive Order 12549. Usage is defined in the attachment. 3. The contractor agrees by submitting this certification that, should the proposed covered contract be entered into, it shall not knowingly 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 Department of Health and Human Services, United States Department of Agriculture or other federal department or agency, and/or the Texas Health and Human Services Commission, as applicable. 5_ The contractor further agrees by submitting this certification that it will include HHSC 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. A 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 knows that the certification is erroneous. A 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 construed to require establishment of a system of records in order to render --- in good faith the certification required by this certification document. The knowledge and infonnation of a contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. 7. Except for contracts authorized under paragraph 4 of these terms, if a contractor in a covered contract knowingly enters into a covered subcontract with 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, Departm.ent _ of Health and Human Services, United States Department of Agriculture, or other federal department or agency, as applicable, and/or the Texas Health and Human Services Commission may pursue available remedies, including suspension and/or debarment. B. Regarding Federal Lobbying - This certification applies only to this contract 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. The 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 Standard Fonn-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. VII. CERTIFICATION (Continued) The contractor shall require that the language of this certification be included in the award documents for all covered sub awards 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. Regarding Conflicts of Interest - The 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 warrants 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 safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain. Contractor will operate with complete independence and objectivity without actual, potential or apparent 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 relationship, or other situation under which a contractor, or a subcontractor has past, present, or currently planned personal or financial activities or interests that either directly or indirectly: 1. Impairs or diminishes the offeror's, contractor's, or subcontractor's ability to render impartial or objective assistance or advice to HHSC; or 2. Provides the contractor or subcontractor an unfair competitive advantage in future HHSC procurements. Except as otherwise disclosed and approved by HHSC prior to the Effective Date of the Agreement, Contractor warrants that, as ofthe Effective Date and to the best ofits knowledge and belief, there are no relevant facts or circumstances that could give rise to organizational conflict of interest affecting this Agreement. Contractor affirms that it has neither given, nor intends to give, at any' time hereafter, any 'economic oppo'rtunity, future employment, gift, loan, gratuity, special discount, trip, 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 agrees that, if after the Effective Date, Contractor discovers or is made aware of an organizational conflict of interest, Contractor win immediately and fully disclose such interest in writing to the HHSC Special Nutrition Programs. In addition, Contractor must promptly disclose any relationship that might be perceived or represented as a conflict after its discovery by Contractor or by HHSC as a potential conflict. HHSC reserves the right to make a final determination regarding the existence of conflicts of interest, and Contractor agrees to abide by HHSC's decision. The disclosure will include a description of the action(s) that Contractor has taken or proposes to take to avoid or mitigate such conflicts. If HHSC determines that an organizational conflict of interest exists, HHSC may, at its discretion, terminate the contract. If HHSC determines that Contractor was aware of an organizational conflict of interest before the award of this Agreement and did not disclose the conflict to the contracting officer, such nondisclosure will be considered a material breach of the Agreement. Furthermore, such breach may be submitted to the Office of the Attorney General, Texas Ethics Commission, or appropriate State or Federal law enforcement officials for further action. Contractor must 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 "Agreement," with the terms "Contractor" and "HHSC" modified appropriately to preserve the State's rights. Contractor has not retained or promised to retain any person or company, or utilized or promised to utilize a consultant that participated in HHSC's development of specific criteria of the Agreement or who participated in the approval of the Contractor for this Agreement. Contractor will not recruit or employ any HHSC professional or technical personnel who have worked on projects relating to the subject matter of this Agreement, or who have had any influence on decisions affecting the subject matter of this Agreement, for two (2) yem:s following the completion of this Agreement. VII. CERTIFICATION (Continued) Contractor certifies to its understanding and agreement regarding Conflicts of Interest. The contractor certifies that if it is a corporation, it is either a for-profit corporation that is not delinquent in its franchise tax payments to the State ofTexas~ or is a non-profit corporation or is otherwise not subject to payment of franchise taxes to the State of Texas. D. The contractor certifies that all infonnation submitted pursuant to this agreement is true and correct. The contractor understands that the deliberate misrepresentation or withholding of information is a violation ofthis contract and may result in prosecution under applicable state and federal statutes. E. Under Section 231.006, Family Code, the vendor or applicant certifies that the individual or business entity named in this contract, bid, or application, and any individual who is a partner, shareholder, or owner with at least 25% interest in the business entity, is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract 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 tenninate upon the Expiration Date unless extended in accordance with the terms of this Agreement, or terminated sooner under the tenns of this Agreement. Prior to completion of the Initial Term and any extensions or renewal thereof, all or a part of this Agreement may be 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) Termination in the best interest of the State. HHSC may terminate the Agreement at any time when, in its sole discretion, HHSC determines that termination is in the best interests of the State of Texas. The termination will be effective on the date specified in HHSC's notice of termination. (c) Termination for cause. HHSC 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. HHSC 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 appoiutment ofa receiver, trustee, or liquidator of CONTRACTOR or of all or any part of its property . (2) Failure to adhere to laws, rules, ordinances, or orders. HHSC may terminate this Agreement if a court of competent jurisdiction finds CONTRACTOR failed to adhere to any laws, ordinances. rules, regulations or orders of any public authority having jurisdiction and such violation prevents or I substantially impairs performance of CONTRACTOR's duties under this Agreement. (3) Breach of confidentiality. HHSC may terminate this Agreement if CONTRACTOR breaches confidentiality laws with respect to the Services and Deliverables provided under this Agreement. (4) Failure to maintain adequate personnel or resources. HHSC may terminate this Agreement if, after providing notice and an opportunity to correct. HHSC 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. VIII. TERM AND TERMINATION (Contiuued) (5) Tennination for gifts and gratuities. (A) HHSC 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 ofHHSC or the State of Texas in violation of state Jaw. (B) CONTRACTOR must include a similar 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) Termination of a subcontract by CONTRACTOR pursuant to this provision will not be a cause for tennination of the Agreement unless: (1) CONTRACTOR fails to replace such tenninated subcontractor within a reasonable time; and (2) Such failure constitutes Cause as described in this Section. (D) For purposes of this Section, a "thing of value" meaus 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, lodgiug, entertainment, and charitable contributions. The term does not include contributions to holders of public office or candidates for public office that are 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 HHSC are at any time not forthcoming or are insufficient, through failure of any entity to appropriate funds or otherwise, then HHSC will have ~e,righ~_~o te.rplinate 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) HHSC may terminate the 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) Discharge the judgment or provide for its discharge in accordance with the terms of the judgment; (2) Procure a stay of execution ofthe 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) Ifa writ or warrant of attachment or any similar 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 similar process is not released or bonded within 30 days after its entry, HHSC may terminate the Agreement in accordance with this Section. (8) Termination for insolvency. (A) HHSC may terminate the Agreement if CONTRACTOR: (1) Files for bankruptcy; (2) Becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency, or the appointment of a receiver or similar 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. (3) CONTRACTOR agrees to pay for all reasonable expenses ofHHSC including the cost of counsel, iucident to: (I) The enforcement of payment of all obligatious ofthe 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 Bankruptcy Code, or any successor statute; VIII. TERM AND TERMINATION (Continued) (2) A case or proceeding involving a receiver or other similar officer duly appointed to handle the CONTRACTOR's business; or (3) A case or proceeding in a State court initiated by HHSC when previous collection attempts have been unsuccessful. (9) Termination for CONTRACTOR'S material breach of the Agreement. HHSC will have the right to tenninate the Agreement in whole or in part ifHHSC determines, at its sole discretion, that CONTRACTOR has materially breached the Agreement. IX. EFFECTIVE DATE AND SIGNATURES The parties hereto in their capacities stated, affix their signatures and bind themselves for the faithful performance of the terms of this contract pursuant to participation in the following program or programs: ~ National School Lunch Program School Breakfast Program Special Milk Program D Child and Adult Care Food Program ~ Summer Food Service Program City of Denton Name of Contracting Organiza!ion (Please print or type) Signature of chairman of the b d of directors or other official who has been authorized to sign contracts on behalf of the contracting organization. Howard Martin Interim City Manager Title of Official (Please print or type) Name of Official Signing (Please print or type) TEXAS HEALTH AND HUMAN SERVICES COMMISSION Effective from: until terminated. By: Date: HHSC Representative Approved for Form by aGe: Signature on file Revised July 2005 Texas Health and Human Services Commission Special Nutrition Program Certification of Authority Form H450B July 2005 This is to certif that the following person(s : Name of Authorized Representative (please type or print) Kath Schaeffer x I Title YouthfTeen Services Manager nature - uthorized Re entative Name of Authorized Representative (please type or print) Howard Martin Mana er x Signature - Authorized R resenta ive is are designated as an Authorized Re resentative of Name of Contracting Organization Ci of Denton Address (Street, City, State, ZIP) 321 E. McKinne SI., Denton, TX 76201 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 Health and Human Services Commission (HHSC) to operate a food program, to sign documents or reports about the agreement and to present claims for reimbursement, when appropriate, to the department. By signing this document, we certify individually and collectively that to the best or our knowledge and belief, all documents ~~ubmitted physically or electronically on behalf of the above named contracting organization pursuant to our participation in ~ny and all programs administered by Special Nutrition Programs, HHSC, 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. x ITille Interim City ManaQer Name of Official of Contracting Agency (please type or print) Howard Martin in Agenc DELETED AUTHORIZED REPRESENTATIVES: A contracting 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 Michael Conduff Name of Deleted Representative Name of Deleted Representative For HHSC Use Only I Contract No. 75- II Received By II Date Received