2000-087FILE REFERENCE FORM 2000-087
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records
Act
Other
FILE(S) Date Initials
Amended b Ordinance No. 2015-239 08/18/15 JR
O IN CE NO 00-0 q
AN ORDI2qANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF DENTON AND KEEP DENTON BEAUTIFUL, INCORPORATED
RELATING TO DEVELOPING PROGRAMS ENHANCING THE APPEARANCE AND
ENVIRONMENT OF DENTON, AND PROVIDING AN EFFECTIVE DATE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION 1 That the City Manager is authorized to execute an Agreement between the
C~ty of Denton, Texas and Keep Denton Beautiful, Inc relating to developing prograxns enhancing
the appearance and environment of Denton under the terms and conchUons contmned m the
Agreement wl'neh is attached hereto and made a part hereof
SECTION 2 That tNs orchnance shall become effective immediately upon its passage and
approval
PASSEDANDAPPROVEDthmthe ~ dayof ~/~tY~Ld4~ ,2000
JA~I~LL~R, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
2000
AGREEMENT BETWEEN THE CITY OF DENTON
AND KEEP DENTON BEAUTIFUL, INCORPORATED
Tins Agreement is made and entered ~nto by and between the City of Denton, a Texas
mumclpal corporation, acting by and through its City Manager, hereinafter referred to as CITY, and
Keep Denton Beautiful, Incorporated, P O Box 374, Denton, Texas 76202, a Texas non-profit
corporation, hereinafter referred to as CONTRACTOR
WHEREAS, CITY recogmzes that the m~ss~on of Keep Denton Beautiful, Inc ~s "to
empower the commtmlty to create a cleaner, more beautiful Denton through volunteensm and
education", and
WHEREAS, CITY has adopted a budget which includes ln-hnd support as well as a direct
expenditure of funds for Keep Denton Beautiful projects, and
WHEREAS, CITY has designated the Parks and Recreation Department as the d~mslon of
the C~ty responsible for the adunmstralaon ofth~s Agreement and all matters pertmmng thereto, and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such projects,
NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the
mutual obligations and to the performance and accomphshment of the conchtlons hereinafter
described
I.
TERM
Tlus Agreement shall commence on or as of January 1, 2000 and shall continue annually so
long as appropriate funds are budgeted each fiscal year by the City for continuation of the
agreement
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the respons~bthty for the performance of all serwces and
act~vlt~es described m the Work Statement attached hereto as Exhibit A, in a satasfactory and
efficient manner as determined by CITY, m accordance with the terms hereto CITY will consider
CONTRACTOR'S executive officer to be CONTRACTOR's representahve responsible for the
management of all contractual matters pertmmng hereto, unless written notification to the contrary
is received from CONTRACTOR, and approved by CITY
Page 1 of 17
The CITY'S Park and Recreation Department's KDB Coordinator (or such official
designated by the D~rector of such department) will be CITY's representative rasponmble for the
admlmstratlon of thas Agreement
III.
CITY'S OBLIGATION
A. Lmut of Liabthty. CITY shall prowde CONTRACTOR the sum of $10,000 fi.om
the Sohd Waste Fund to be expended m accordance with the project budget ~ncluded as a part of
Exhibit B for the calendar year beglnmng Janumy 1, 2000 Notwithstanding any other provision of
the Agreement, the total of all payments and other obligations made or incurred by CITY hereunder
shall not exceed the sum ~dentffied ~n Solid Waste Fund or other applicable fund as the then current
budget for CONTRACTOR For the calendar year 2001 and subsequent year's Exhflut "B" may be
amended by approval of a budget for applicable fund(s) that specffically earmark the manner in
which the funds so appropriated are to be expended
B. Measure of Lmbihty. In consideration of full and satisfactory services and
actlwt~es hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on
the Budget attached hereto and incorporated herein for all purposes as Exinb~t B, subject to the
hmaatlons and prowsmns set forth m this Section and Section VII of flus Agreement
(1) CITY shall not be liable for any cost or portion thereof wluch
(a) was recurred prior to the begmmng date, or after the ending
date specified m Section I,
(b) is not m strict accordance with the terms of th~s Agreement,
including all exhibits attached hereto,
(c) is not an allowable cost as defined by Section X of this
Agreement or the project budget
(2) CITY shall not be hable for any cost or pomon there of wtuch is ~ncurred
with respect to any activity of CONTRACTOR requmng prior written authorization from
CITY, or at~er CITY has requested that CONTRACTOR furnish data concermng such
action prior to proceexhng further, unless and until CITY adwses CONTRACTOR to
proceed
(3) CITY shall not be obligated or liable under flus Agreement to any party
other than CONTRACTOR for payment of any monies or prommon of any
goods or services
C. In-Kind Services The City shall pmwde staffing, office supplies, office space, etc
to assist Contractor m the accomplishment of the programs and projects set forth m Exbablt "A" so
long as such expenditure of funds does not exceed the value that such programs and projects bring
Page 2 of 17
to the City The determination of the amount of m-kind serwces prowded by the C~ty shall be
limited generally by the City's budget for such services and specifically by the C~ty Manager's (or
[ns/her designee) allocat~un of the manpower and support servmes avoalable to the Park's &
RecreaUon Department for its overall operations m the City Such allocation shall not exceed the
amount allowed by Art 3, See 52 of the Texas Conmtut~on
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
CONTRACTOR shall comply with all apphcable federal laws, laws of the State of Texas
and or&nanees of the C~ty of Denton
V
REPRESENTATIONS
A CONTRACTOR assures and guarantees that it possesses the legal authonty,
pursuant to any proper, appropnate and officml motion, resolution or action passed or taken, to
enter mto fins Agreement
B The person or persons sigrnng and executing flus Agreement on behalf of
CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized
by CONTRACTOR to execute flus Agreement on behalf of CONTRACTOR and to validly and
legally bind CONTRACTOR to all terms, performances and provls~ons here~n set forth
C CITY shall have the right, at its option, to either temporanly suspend or
permanently terminate flus Agreement If there IS a &spute as to the legal authority of either
CONTRACTOR or the person s~gumg the Agreement to enter into this Agreement
CONTRACTOR is hable to CITY for any money It has received from CITY for performance of the
provisions of this Agreement ~f CITY has suspended or terminated thru Agreement for the reasons
enumerated ~n flus Section
D. CONTRACTOR agrees that the funds and resources prowded CONTRACTOR
under the terms of ttus Agreement wall m no way be substituted for funds and resources from other
sources, nor m any way serve to reduce the resources, servmes, or other benefits w[nch would have
been avmlable to, or prowded through, CONTRACTOR had th~s Agreement not been executed
VI.
PERFORMANCE BY CONTRACTOR
CONTRACTOR will prowde, oversee, admtmster, and carry out all of the activities and
services set out m the WORK STATEMENT, attached hereto and incorporated herein for all
purposes as Exhibit A, ut~hzmg the funds described m Ex[nb~t B, attached hereto and Incorporated
here~n for all purposes and deemed by both parties to be necessary and suffiment payment for full
and sat~s~'aetory performance of the program, as determined solely by CITY and m accordance with
all other terms, provisions and reqmrements oft[ns Agreement
Page 3 of 17
No modffica'aons or alterations may be made in the Work Statement without the pnor
wntten approval of the City's Representalive referenced in Paragraph II
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the CONTRACTOR the sum of
$10,000 (or such other budgeted sums for 2001 and thereaiter) for servmes rendered under this
Agreement with payment being due on January 1 of each year in which such sum is budgeted
B. Disallowed Costs Upon termination of the Agreement, should any expense or
charge for which payment has been made be subsequently disallowed or disapproved as a result of
any auditing or momtorlng by CITY, CONTRACTOR will refund such amount to CITY w~thm ten
(10) working days of a written notice to CONTRACTOR, which specifies the amount disallowed
Disallowed salaries or wages must be returned to CITY m the following format
(1) A cashier's cheek for the net aggregate amount payable to the City of
Denton,
(2) A hstlng showing the Social Security number, full name, last known
complete address and the amount owed to each person involved
Refunds of disallowed costs may not be made from these or any other funds received from
or through CITY
VIII.
WARRANTIES
CONTRACTOR represents and warrants that
A. All reformation, reports and data heretofore or hereafter requested by CITY and
furnlshed~ to CITY, are complete and accurate as of the date shown on the reformation, data, or
report, and, since that date, have not undergone any slgmficant change without written notice to
CITY
B Any suppomng financial statements heretofore requested by CITY and furmshed to
CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on the
date shown on said report, and the results of the operation for the period covered by the report, and
that since smd date, there has been no material change, adverse or otherwise, in the financial
condition of CONTRACTOR
C No ht~gation or legal proceedings are presently pending or threatened against
CONTRACTOR
Page 4 of 17
D None of the provisions herein contravenes or is in conflict with the authority under
which CONTRACTOR IS doing business or with the provisions of any existing indenture or
agreement of CONTRACTOR
E CONTRACTOR has the power to enter into tins Agreement and accept payment
hereunder, and has taken all necessary action to authorize such acceptance under the terms and
conditions of tins Agreement
F None of the assets of CONTRACTOR is subject to any lien or encumbrance of any
character, except for current taxes not delmquent, except as shown ~n the financial statements
furnished by CONTRACTOR to CITY
Each of these representations and warrant~es shall be contlnmng and shall be deemed to
have been repeated by the submission of each request for payment
IX.
COVENANTS
A During the period of this agreement, the CONTRACTOR shall not, w~thout the
prior written consent of the City's anthonzed representative referenced in Paragraph II
(1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of
the assets of CONTRACTOR now owned or hereafter acqmred by it, or perrmt any
preexisting mortgages, liens, or other encumbrances to remmn on, or attached to, any assets
of CONTRACTOR wluch are allocated to the performance of this Agreement and with
respect to winch CITY has ownersinp hereunder
(2) Sell, assign, pledge, transfer or otherwise daspose of accounts receivables,
notes or clmms for money due or to become due
(3) Sell, convey, or lease all or substantial part of its assets
(4) Make any advance or loan to, or incur any liablhty for any other firm,
person, entity or corporation as guarantor, surety, or accommodation endorser
(5) Sell, donate, loan or transfer any equipment or ~tem of personal property
purchased with funds prod to CONTRACTOR by CITY, unless CITY authorizes such
transfer
X
ALLOWABLE USES
Funds shall be used m the performance of and in compliance with tins Agreement and in
conformance with the standards and provisions of ExinbIts A and B
Page 5 of 17
XI
MAINTENANCE OF RECORDS
A CONTRACTOR agrees to maintain records that will provide accurate, current,
separate, and complete chsclosure of the status of the funds received under this Agreement, in
comphance with the provisions of Exlublt B, attached hereto, and with any other applicable Federal
and State regulations estabhslung standards for financial management CONTRACTOR's record
system shall contain sufficient documentation to provide in detail full support and justification for
each expenditure Noflung in this Section shall be construed to relieve CONTRACTOR of fiscal
accotmtabihty and hablhty under any other prowslon of this Agreement or any applicable law
CONTRACTOR shall include the substance of flus provision in all subcontracts
B CONTRACTOR agrees to retain all books, records, documents, reports, and written
accounting pohcles and procedures pertalmng to the operation of programs and expen(htures of
funds under flus Agreement for a period of five (5) years
C Noflung m the above subsections shall be construed to relieve CONTRACTOR of
responsibility for retalmng accurate and current records which clearly reflect the level and benefit
of services provided under flus Agreement
D At any reasonable t~me and as often as CITY may deem necessary, the
CONTRACTOR shall make avmlable to CITY all of its records and shall permit CITY to audit,
examine, make excerpts and eop~es of such records, and to conduct audits of all contracts, invoices,
matenals, payrolls, records of persounel, condmons or employment and all other data requested by
said representatives
XIII
REPORTS AND INFORMATION
At such tames and m such form as CITY may require, CONTRACTOR shall furmsh such
statements, records, data and ~nformatlon as CITY may request and deem pertinent to matters
covered by flus Agreement
Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an
audit conducted by independent examiners within ten (10) days after receipt of such
XIV.
MONITORING AND EVALUATION
A CITY shall perform or. site momtonng of CONTRACTOR's performance under tfus
Agreement
B CONTRACTOR agrees that CITY may carry out momtonng and evaluatmn
activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and
Objectives, wbach are attached hereto as Exbabtt A, as well as other provisions of flus Agreement
Page 6 of 17
C CONTRACTOR agrees to cooperate fully with CITY in the development,
implementation and mamtanance of recordkeeplng systems and to provide data determined by
CITY to be necessary for CITY to effectively fulfill its momtonng and evaluation responslblhtles
D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay
CITY in such momtonng and to designate one of its staff to coordinate the momtonng process as
requested by CITY staff
E After each officml momtonng visit, CITY shall provide CONTRACTOR w~th a
written report ofmomtormg findings
F CONTRACTOR shall submit cop~es of any fiscal, management, or and~t reports by
any of CONTRACTOR's funding or regulatory bodies to CITY w~th~n ten (10) worlcng days of
receipt by CONTRACTOR
XV
DIRECTORS~ MEETINGS
Dunng the term of this Agreement, CONTRACTOR shall cause to be delivered to CITY
copies of all notices of meetings of its Board of D~rectors, setting forth the time and place thereof
Such notice shall be dehvered to CITY in a t~mely manner to give adequate not,ce, and shall
include an agenda and a brief description of the matters to be discussed CONTRACTOR
understands and agrees that CITY repmsentattves shall be afforded access to all of the Board of
Directors' meetings
Minutes of all meetings of CONTRACTOR's governing body shall be avmlable to CITY
within tturty (30) workJng days of approval
XVI
INSURANCE
A, CONTRACTOR shall observe sound business practices w~th respect to providing
such bonding and insurance as would provide adequate coverage for services offered under this
Agreement
B, If the premises on and m which the act~mtles described m Exlnblt A are conducted,
are not owned or leased by C~ty and the employees conducting these act~wt~es are not employed by
CITY, then CONTRACTOR shall be covered by premise hablhty insurance, commonly referred to
as "Owner/Tenant" coverage with CITY named as an additional insured Upon request of
CONTRACTOR, CITY may, at ~ts sole discretion, approve alternate insurance coverage
arrangements
Page 7 of 17
C CONTRACTOR w~ll comply with applicable workers' compensation statutes and
will obtain employers' hablhty coverage where avmlable and other appropriate hablhty coverage
for program participants not employed by CITY, ~f applicable
D CONTRACTOR will mmntmn adequate and continuous habthty insurance on all
vebacles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who
are required to drive a vetucle m the normal scope and course of their employment must possess a
vahd Texas driver's license and automobile liability insurance Evidence of the employee's current
possession of a valid hcense and insurance must be malntmned on a current basis in
CONTRACTOR's files
E Actual losses not covered by insurance as required by th~s Section are not allowable
costs under ttus Agreement, and remain the sole responsibility of CONTRACTOR
F The pohcy or pohmes of insurance shall contain a clause whxch reqmres that City
and Contractor be notffied m writing of any cancellation or change in the policy at least tbarty (30)
days pnur to such change or cancellation
XVII
EQUAL OPPORTUNITY
A CONTRACTOR shall submit for CITY's approval, a written plan for compliance
with the Equal Employment and Affirmative Action Federal provisions, within tlurty (30) days of
the effective date ofttus Agreement
B CONTRACTOR shall comply with all apphcable equal employment opportunity
and affirmative action laws or regulaUons
C CONTRACTOR will furnish all reformation and reports requested by the CITY,
and will permit access to its books, records, and accounts for purposes of mvestigatton to ascertmn
comphance with local, state and Federal roles and regulations
D, In the event of CONTRACTOR's non-comphance with the non-d~scnmlnat~on
requirements, City may cancel or terminate the Agreement m whole or in part, and
CONTRACTOR may be barred from further contracts wath CITY
XVIII.
PERSONNEL POLICIES
Personnel pohmes shall be estabhshed by CONTRACTOR and shall be available for
examination Such personnel pohmes shall
A Be no more liberal than CITY's personnel pohc~es, procedures, and practmes,
including policies with respect to employment, salary and wage rates, working hours and holidays,
fnnge benefits, vacation and sick leave privileges, and travel, and
Page 8 of 17
B Be in wnUng and shall be approved by the govermng body of CONTRACTOR and
by representatives of the CITY
XIX.
CONFLICT OF INTEREST
A CONTRACTOR covenants that neither it nor any member of its govermng body
presently has any interest, direct or lnchrect, which would conflict in any manner or degree with the
performance of services mqmred to be performed under thas Agreement CONTRACTOR further
covenants that m the performance of tbas Agreement, no person having such interest shall be
employed or appointed as a member of Its govermng body
B CONTRACTOR further covenants that no member of 1ts govemlng body or 1ts
staff, subcontractors or employees shall possess any interest in or use bas position for a purpose that
is or gives the appearance of being motivated by desire for private gmn for himself, or others,
particularly those with which he has family, business, or other ties
C No officer, member, or employee of CITY and no member of 1ts govermng body
who exercises any function or respons~baht~es m the review or approval of the undertaking or
carrying out of tins Agreement shall (1) pammpate in any decision relating to the Agreement which
affects has personal interest or the interest m any corporation, parmershlp, or association in wbach
he has direct or redirect Interest. or (2) have any interest, direct or redirect, m this Agreement or the
proceeds thereof
XX.
NEPOTISM
CONTRACTOR shall not employ m any paid capacay any person who is a member of the
lmmechate family of any person who is currently employed by CONTRACTOR, or is a member of
CONTRACTOR's govermng board The term "member of munedlate firmly" includes wife,
husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, mete, step-
parent, step-child, half-brother and half-sister
POLITICAL OR SECTARIAN ACTIVITY
A None of the performance rendered hereunder shall involve, and no portion of the
funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any
political activity (mchadmg, but not lnmted to, an activity to further the election or defeat of any
candidate for public office) or any actlwty undertaken to influence the passage, defeat or final
content of legislation
B None of the performance rendered hereunder shall involve, and no portion of the
funds received by CONTRACTOR hereunder shall be used for or apphed directly or mchrectly to
Page 9 of 17
the construction, operation, mmntenanee or admlmstratlon, or be utlhzed so as to promote in any
manner any sectarian or mhglous faclhty or activity
XXII.
CHANGES AND AMENDMENTS
A Any alterations, additions, or deletions to the terms of this Agreement shall be by
written amendment executed by both parties, except when the terms of this Agreement expressly
prowde that another method shall be used
B CONTRACTOR may not make transfers between or among approved lmeqtems
wlttun budget categories set forth in Exhibit B without prior written approval of CITY
CONTRACTOR shall request, m writing, the budget remslon in a form prescribed by CITY, and
such request for revision shall not merease the total monetary obligation of CITY under tins
Agreement In addition, budget revisions cannot sigmficantly change the nature, intent, or scope of
the program funded under this Agreement
C CONTRACTOR will submit revised budget and program information, whenever
the level of funding for CONTRACTOR or the program(s) described herem is altered according to
the total levels contained m any portion of Exlubit B
D It is understood and agreed by the parties hereto that changes in the State, Federal or
local laws or regulations pursuant hereto may occur dunng the term of tlus Agrecnnent Any such
modfficattons are to be automatically incorporated into ttus Agreement without written amendment
hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation
E CITY may, from time to time dunng the term of the Agreement, request changes in
Exhibit A wluch may include an merease or decrease m the amount of CONTRACTOR%
compensation Such changes shall be mcorporated in a written amendment hereto, as provided in
Subsection A of tins Section
F Any alterations, deletions, or additions to the Contract Budget Detatl incorporated m
Exhibit B shall require the prior wnttan approval of CITY
G CONTRACTOR agrees to notify CITY of any proposed change in physical location
for work performed under this Agreement at least thirty (30) calendar days in advance of the
change
H CONTRACTOR shall notify CITY of any changes in personnel or govemlng board
composition
I It is expressly understood that neither the performance of Exhibit A for any program
contracted hereunder nor the transfer of funds between or among smd programs will be permitted
Page 10of17
XXV*
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's fmlure to timely and properly perform
each of the requirements, t~me con&tmns and duties provided hereto, CITY, w~thout hm~tmg any
rights ~t may otherwise have, may, at ~ts discretion, and upon ten (10) working days written notice
to CONTRACTOR, require the CONTRACTOR to refund unused funds Such notice may be
given personally and by certified marl to the Executive Officer and the Chmrman of the Board of
D~rectors of CONTRACTOR The notice shall set forth the default or failure alleged, and the
action reqmred for cure
The period of such suspension shall be of such duration as is appropriate to accomphsh
correctave action, but m no event shall ~t exceed tlurty (30) calendar days At the end of the
suspension period, ff CITY determines the default or deficiency has been satisfied,
CONTRACTOR may be restored to full compliance status and prod all returned eligible funds
w~thheld or impounded If, however, CITY determines that CONTRACTOR has not come into
comphance, the provmons of Section XXVI may be effectuated
TERMINATION
A CITY may terminate thts Agreement w~th cause for any of the following reasons
(1) CONTRACTOR's failure to attmn compliance dunng any prescribed period
of suspension as provided in Section XXV
(2) CONTRACTOR's violation of covenants, agreements or guarantees of this
Agreement
(3) Fm&ng by CITY that CONTRACTOR
(a) is m such unsatisfactory financial con&t~on as to endanger
performance under this Agreement,
(b) has allocated inventory to tlus Agreement substantmlly exceeding
reasonable reqmrements,
(c) is delinquent in payment of taxes, or of costs of performance of this
Agreement ~n the ordinary course of business
(4) Appointment of a trustee, receiver or hqmdator for all or substantml part of
CONTRACTOR's property, or restitution of bankruptcy, reorganization, rearrangement of
or hqmdat~on proceedings by or agmnst CONTRACTOR
Page 11 of 17
(5) CONTRACTOR's anabthty to conform to changes reqmred by Federal, State
and local laws or regulations as provided m Section IV of this Agreement
(6) The commission of an act of bankruptcy
(7) CONTRACTOR's vlolatiun of any law or regulation to winch
CONTRACTOR is bound or shall be bound under the terms of the Agreement
CITY shall promptly notify CONTRACTOR an writing of the demslon to terminate and the
effective date of tenmnatlOn Simultaneous notice of pending termination may be made to other
funchng sources specified an Exhibit B
B CITY may terminate tins Agreement for convemence at any time upon prowdmg
CONTRACTOR tinrty (30) days wnttan notice of termination
C CONTRACTOR may terminate this Agreement m whole or m part by written
notice to CITY, if a termination of outside funding occurs upon winch CONTRACTOR depends
for per formance hereunder CONTRACTOR may opt, w~than the hmltatlons of tins Agreement, to
seek an alternative funchng source, with the approval of CITY, provided the termination by the
outside funding source was not occasioned by a breach of contract as defined hereto or as defined an
a contract between CONTRACTOR and the ftmthng source In question
CONTRACTOR may terminate tins Agreement upon the thssolut~on of CONTRACTOR's
orgamzatlon not occasioned by a breach of tins Agreement
D Upon receipt of notice to terrmnate, CONTRACTOR shall cancel, withdraw, or
otherwise terminate any outstanding orders or subcontracts winch relate to the performance of tins
Agreement CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any
expenses, encumbrances or obligations whatsoever ~ncurred after the termination date
E Notwithstanding any exercise by CITY of its right of suspension or termination,
CONTRACTOR shall not be reheved of habllaty to CITY for damages sustmned by CITY by
virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any
reimbursement to CONTRACTOR until such tame as the exact amount of damages due to CITY
from CONTRACTOR is agreed upon or otherwise determined
XXVII.
NOTIFICATION OF ACTION BROUGHT
In the event that any clmm, demand, suit or other action as made or brought by any
person(s), firm, eorporaUon or other entity against CONTRACTOR, CONTRACTOR shall give
written notice thereof to CITY witinn two (2) working days after being notified of such claim,
demand, suit or other action Such notme shall state the date and hour of notification of any such
clmm, demand, stat or other action, the names and addresses of the person(s), firm, corporation or
other entity making such clmm, or that instituted or threatened to institute any type of action or
Page 12 of 17
proceeding, the basis of such clmm, acUon or proceeding, and the name of any person(s) agmnst
whom such clmm ~s being made or threatened Such written notice shall be dehvered e~ther
personally or by certffied mml
XXVIII.
INDEMNIFICATION
A It ~s expressly understood and agreed by both parties hereto that CITY ~s contracting
w~th CONTRACTOR as an ~ndependent contractor and that as such, CONTRACTOR shall save
and hold CITY, ~ts officers, agents and employees harmless from all hablhty of any nature or land,
~nchidlng costs and expenses for, or on account of, any clmms, audit exceptions, demands, stats or
damages of any character whatsoever resulting m whole or m part from the performance or
omission of any employee, agent or representative of CONTRACTOR
B CONTRACTOR agrees to prowde the defense for, and to tndemmfy and hold
harmless CITY 1ts agents, employees, or contractors from any and all almms, stats, causes of
action, demands, damages, losses, attorneys fees, expenses, and habfllty arising out of the use of
these contracted funds and program adm~mstratlon and tmplementatlon except to the extent caused
by the willful act or omission of CITY, its agents, employees, or contractors
MISCELLANEOUS
A CONTRACTOR shall not transfer, pledge or otherwise assign ttus Agreement or
any interest therem, or any clmm arising thereunder, to any party or part, es, bank, trust company or
other financial restitution without the pnor written approval of CITY
B If any prows~on of this Agreement ~s held to be invalid, ~llegal, or unenforceable,
the remaining prowsmns shall remam m full fome and effect and continue to conform to the
ongmal intent of both parties hereto
C In no event shall any payment to CONTRACTOR hereunder, or any other act or
failure of CITY to insist m any one or more instances upon the terms and conditions of th~s
Agreement constitute or be construed in any way to be a wmver by CITY of any breach of covenant
or default which may then or subsequently be committed by CONTRACTOR Neither shall such
payment, act, or omission ~n any manner ~mpatr or prqud~ce any right, power, pnvdege, or remedy
avmlable to CITY to enforce ~ts rights hereunder, which rights, powers, pnwleges, or remeches are
always specffically preserved No representative or agent of CITY may wmve the effect of tins
prowslon
D Tlus Agreement, together w~th referenced exhibits and attachments, constitutes the
entire agreement between the part, es hereto, and any prior agreement, asserhon, statement,
understanchng or other con~amtment antecedent to th~s Agreement, whether written or oral, shall
Page 13 of 17
have no force or effect whatsoever, nor shall any agreement, assertion, statement, understandmg, or
other conumtment occumng dunng the term of ttus Agreement, or subsequent thereto, have any
legal force or effect whatsoever, unless properly executed ~n writing, and ff appropriate, recorded as
an amendment of tins Agreement
E In the event any dxsagreement or dispute should arise between the parties hereto
pertmmng to the mtcu~pretat~on or meamng of any part of th~s Agreement or xts governing roles,
codes, laws, ordinances or regulations, CITY will have the final anthonty to render or to secure an
interpretation
F For purposes of this Agreement, all official communications and notices among the
parties shall be deemed made xf sent postage paid to the parties and address set forth below
TO CITY TO CONTRACTOR
City Manager President
City of Denton Keep Denton Beautiful, Inc
215 E McKmney St P O Box 374
Denton, Texas 76201 Denton, Texas 76202
G TI'ns Agreement shall be interpreted in accordance with the laws of the State of
Texas and venue of any htlgat~on concermng tlus Agreement shall be ~n a court of competent
jurisdiction slttang in Denton County, Texas
IN .WITNESS OF WHICH th~s Agreement has been executed on this the ~L'~ day of
CITY OF DENTON
'IVildPu~E¢ V~ JE~CI?Y MANAGER
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
Page 14 of 17
KEEP DENTON BEAUTn~UL, 1NC
ATTEST
Page 15 of 17
EXHIBIT "A"
Keep Denton Beautiful
Work Statement
The Keep Denton Beautiful Board develops programs and makes recommendations on issues
related to the appearance and envtronment ~n Denton The Board ~mplements and organizes a
number of activities and events including clty-w~de clean-ups, Adopt-A-Spot, Tree City USA,
Denton Redbud Days, and school/education projects Keep Denton Beautiful is a certffied c~ty ~n
the Keep Amenca Beautnful, Inc national program In order to mmntmn certfficat~on, Keep Denton
Beautiful submits an annual photometric index (htter survey) and cost/benefit analys~s
Page 16 of 17
EXHIBIT "B"
2000 BUDGET
Great American Clean-up $ 3,600 00
Commumty EducaUon 2,000 00
Pubhc RelaUons 2,300 00
Government Servmes 700 00
Business Services 700 00
Neighborhood Serwces 700 00
$10~000 O0
Page 17 of 17