Loading...
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