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1999-455\\CH LGL\VOLI\SHAREDXDEPTxLt3L\Our Documents\Ordlnances\99XPlus One Contract doc AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH INTERFAITH MINISTRIES OF DENTON, INC TO ADMINISTER THE P-L-U-S- ONE PROGRAM, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton P-L-U-S-One Program allows funds to be contributed to help customers with hardships to pay their utility bills, and WHEREAS, Interfaith Mlmstnes of Denton, Inc is a non-profit corporation winch is well equipped to admlmster and chstnbute these funds to the proper customers and will deduct only for admlmstratlve fees when other funds are not avmlable to cover such charges, and WHEREAS, Gmdelmes for the program called P-L-U-S-One has been developed to ensure that funds will be properly accounted for and distributed, NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS ~ That the City Manager is hereby authorized to execute a contract with Interfaith Mlmstnes of Denton, Inc m substantially the same form of the attached contract Exhibit "A" and made a part of this ordmance for all purposes ~ That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ~rt_~/~ day of ~, 1999 JACK~/LER, MAYOR ATTEST, JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY AGREEMENT BETWEEN THE CITY OF DENTON AND INTERFAITH MINISTRIES OF DENTON, INC. This Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Interfaith Ministries of Denton, Inc, P O Box 1744, Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received certaan charitable contributions to help utility customers who face termmatlon of services due to financaal hardship through the P-L-U-S-One Program, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described I TERM This Agreement shall commence on or as of October 1, 1999, and shall terminate on September 30, 2000, unless sooner terminated in accordance with Section XXII "Termination" The CITY, however, has the option to renew the contract for up to two additional one year term, upon the same terms and conditions of this contract, if the CITY's representative gives written notice to the CONTRACTOR at least 30 days before the expiration of the contract or renewal II RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the Guidelines for the P-L-U-S-One Program attached hereto as Extublt A, and incorporated herem by reference, m a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein CITY will consider CONTRACTOR's executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters pertaamng hereto, unless written notification to the contrary ~s received from CONTRACTOR, and approved by CITY The CITY's Utility s Customer Service administrator will be CITY's representative responsible for the admlmstratlon of this Agreement III. CITY'S OBLIGATION A Limit of Liablhty CITY will on a monthly bas~s issue a check each month for funds, If any, in the P-L-U-S One trust account which have been contnbuted by citizens, to be distributed by CONTRACTOR to those utthty customers who meet the criteria of the P-L-U-S One Program B Measure of Liability In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY agrees that admimstrat~ve costs can be recovered by CONTRACTOR, in an amount not to exceed $4,000, from the funds subject to the hmltations and provlslunS set forth in this Section and Section VII of this agreement (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of contributions from the utlhty customers of the CITY If there are no contributions in the P-L-U-S One account for any month, CITY shall notify CONTRACTOR m writing within a reasonable time after such fact has been determined The lack of any contributions for any particular month shall not make the CITY liable for any costs that the CONTRACTOR may Incur for the admmistrat~on of the P-L-U-S One program (2) It as expressly understood that this Agreement ~n no way obligates the General Fund or any other monies or credits of the City of Denton (3) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR for provldmg funds es or provision of any goods or services IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR shall comply with all apphcable federal laws, laws of the State of Texas and ordinances of the City of Denton V. REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropnate and offieml motion, resolution or action passed or taken, to enter into th~s Agreement B The person or persons signing and executing th~s Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement on behalf of CONTRACTOR and to vahdly and legally brad CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at ~ts option, to either temporarily suspend or permanently terminate this Agreement tf there ~s a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter ~nto this Agreement CONTRACTOR is liable to CITY for any money ~t has received from CITY for performance of the prowslons of tlus Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated m th~s Section D CONTRACTOR agrees that the funds and resources prowded CONTRACTOR under the terms of thru Agreement will m no way be substxtuted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits wluch would have been avmlable to, or prowded through, CONTRACTOR had th~s Agreement not been executed VI PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the acnwtles and services set out m the P-L-U-S One Program gmdehnes, attached hereto and ~ncorporated here~n for all purposes as Exhibit A, and m accordance w~th all other terms, prows~ons and reqmrements of this Agreement No modifications or alterations may be made ~n the P-L-U-S One Program's gmdehnes w~thout the prior written approval of the CITY VII. WARRANTIES CONTRACTOR represents and warrants that A All ~nformat~on, reports and data heretofore or hereafter requested by CITY and furnished to CITY, are complete and accurate as of the date shown on the ~nformatlon, data, or report, and, s~nce that date, have not undergone any s~gmficant change w~thout written notice to CITY B Any supporting financial statements heretofore requested by CITY and furnished to CITY, are complete, accurate and fairly reflect the financial condlt~on of CONTRACTOR on the date shown on smd 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, ~n the financial cond~tmn of CONTRACTOR C No lmgat~on or legal proceedings are presently pending or threatened agtunst CONTRACTOR D None of the prows~ons here~n contravenes or ~s in conflict with the authority under which CONTRACTOR ~s dmng business or w~th the provisions of any existing indenture or agreement of CONTRACTOR E CONTRACTOR has the power to enter ~nto th~s Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of th~s Agreement F None of the assets of CONTRACTOR ~s subject to any hen or encumbrance of any character, except for current taxes not dehnquent, except as shown ~n the financml statements fummhed by CONTRACTOR to CITY Each of these representatmns and warrant~es shall be contmmng and shall be deemed to have been repeated by the submission of each request for payment VIII. COVENANTS A Dunng the period of t~me that payment may be made hereunder and so long as any payments remmn unhqmdated, CONTRACTOR shall not (1) Use the funds prowded for any use other than those prowded for ~n the P-L-U-S One Program gmdehnes IX ALLOWABLE COSTS A Costs shall be considered allowable only ~ftncurred directly and specffically ~n the performance of and ~n comphance w~th tfus Agreement B CITY's prior written authorization ~s reqmred in order for the following to be considered allowable costs (1) CITY shall not be obhgated to any tfurd partzes, ~nclud~ng any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the explratton of th~s Agreement (2) Out of town travel (3) Any alterations or relocatton of the facthtles on and ~n which the act~wt~es spemfied ~n Exhibit A are conducted (4) Costs or fees for temporary employees or servmes (5) Any fees or payments for consultant services (6) Fees for attending out of town meetings, seminars or conferences Written requests for prior approval are CONTRACTOR's responsibility and shall be made wtthan suffiment time to perma a thorough rewew by CITY CONTRACTOR must obtmn written approval by CITY prior to the commencement of procedures to sohc~t or purchase services, eqmpmant, or real or personal property Any procurement or purchase which may be approved under the terms of thts Agreement must be conducted mtts enttrety in accordance with the provts~ons of this Agreement X MAINTENANCE OF RECORDS A CONTRACTOR agrees to mmntam records that will promde accurate, current, separate, and complete dasclosure of the status of the funds received under this Agreement, tn comphanee w~th the pmws~ons of this Agreement and the P-L-U-S One Program, and w~th any other apphcable Federal and State regulations estabhsh~ng standards for financial management CONTRACTOR's record system shall contmn sufficient documentation to provide m detml full support and justfficatlon for each expenditure Nothing tn this Section shall be construed to reheve CONTRACTOR of fiscal accountability and habfltty under any other provismn of thts Agreement or any apphcable law CONTRACTOR shall ~nclude the substance of thts proms~on tn all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written aecounttng procedures pertatmng to the operation of programs and expenditures of funds under this Agreement for the period of ttme and under the conditions spemfied by CITY C Nothing ~n the above subsections shall be construed to relieve CONTRACTOR of respons~bflity for retmmng accurate and current records which clearly reflect the level and benefit of servmes provtded under this Agreement D Notwithstanding any other provisions of th~s Agreement or P-L-U-S One Program gmdehnes, at any reasonable ttme and as often as CITY may deem necessary, the CONTRACTOR shall make avmlable to, all of tts records and shall permtt CITY, or any of its authorized representatives to audit, examine, make excerpts and coptes of such records, and to conduct auchts of all contracts, mvmces, materials, payrolls, records of personnel, condttlons or employment and all other data requested by satd representatives XI. REPORTS AND INFORMATION At such t~mes and ~n such form as CITY may reqmre, CONTRACTOR shall furnish such statements, records, data and mformat~on as CITY may request and deem pertment to matters covered by th~s Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit the most recent yearly audit conducted by tndependent examtners wlthtn ten (10) days after recetpt of such request 5 XII MONITORING AND EVALUATION A CITY shall perform on-site momtonng of CONTRACTOR's performances under this Agreement B CONTRACTOR agrees that CITY may carry out momtonng and evaluation activities to ensure adherence by CONTRACTOR to the P-L-U-S One Program guidelines which are attached hereto as Exhibit A, as well as other promslons of this Agreement C CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record-keeping 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 monltonng visit, CITY shall provide CONTRACTOR with a written report of momtonng findings F CONTRACTOR shall submit cop~es of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five (5) working days of receipt by CONTRACTOR XIII DIRECTORS' MEETINGS Dunng the terms of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of ~ts Board of Directors, setting forth the time and place thereof Such notice shall be delivered to CITY in a timely manner to give adequate notice, and shall include an agenda and a brief descnptlon of the matters to be discussed CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings Minutes of all meetings of CONTRACTOR's govemlng body shall be available to CITY within ten (10) working days of approval XIV INSURANCE A CONTRACTOR shall observe sound business practices with respect to prowdlng such bonding and insurance as would provide adequate coverage for services offered under th~s Agreement CONTRACTOR shall be allowed a reasonable time to obtain such insurance and bonding from the time of the slgmng of the contract 6 B The premises on and in which the activities described in Exhibit A are conducted, and the employees conducting these activities, shall be covered by premise hablhty insurance, commonly referred to as "Owner/Tenant" coverage with CITY named as an additional insured, within a reasonable time of signing the contract Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements C CONTRACTOR will comply with applicable workers' compensation statues and will obtain employers' habfllty coverage where available and other appropriate liability coverage for program participants, if applicable D CONTRACTOR will mmntmn adequate and continuous habahty insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are required to drive a vehmle in the normal scope and course of their employment must possess a valid Texas driver's license and automobile liability insurance Evidence of the employee's current possession of a valid license and insurance must be maintained on a current basis m CONTRACTOR's files E Actual losses not covered by insurance as reqmred by this Section are not allowable costs under this Agreement, and remain the sole responsibility of CONTRACTOR F The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation of change m the policy at least thirty (30) days prior to such change or cancellation XV. EQUAL OPPORTUNITY A CONTRACTOR shall comply wth all applicable equal employment opportunity and affirmative action laws or regulations B CONTRACTOR will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, state and Federal rules and regulations C In the event of CONTRACTOR's non-comphance with the non-discrimination requirements, CITY may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred fi.om further contracts with CITY XVI PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination Such personnel policies shall A Be consistent with CITY's personnel pohcles, procedures, and practaces, Including policies w~th respect to employment, salary and wage rates, workang hours and hohdays, fnnge benefits, vacation and sack leave privileges, and travel, unless exceptaons approved by CITY, and B Be ~n writing and shall be approved by the governing body of CONTRACTOR and by CITY XVII CONFLICT OF INTEREST A CONTRACTOR covenants that neither it nor any member of ats governmg body presently has any interest, darect or indirect, whach would conflict ~n any manner or degree with the performance of services required to be performed under thas Agreement CONTRACTOR further covenants that in the performance of thas Agreement, no person havang such ~nterest shall be employed or appointed as a member of its govermng body B CONTRACTOR fia'ther covenants that no member of its governing body or its staff, subcontractors or employees shall possess any ~nterest m or use his pos~t~on for a purpose that ~s or gives the appearance of being motivated by desire for private gaan for fumself, or others, particularly those w~th which he has family, business, or other ties C No officer, member, or employee of CITY and no member of its governing body who exercises any functaon or responsibahties in the review or approval of the undertaking or carrying out of tfus Agreement shall (1) participate in any dec~sion relatang to the Agreement which affects his personal interest or the interest in any corporation, partnership, or assoeaauon m which he has direct or indirect anterest, or (2) have any interest, direct or ~ndirect, ~n this Agreement or the proceeds thereof XVIII NEPOTISM CONTRACTOR shall not employ m any pa~d capacity any person who ~s a member of the immedmte famaly of any person who is currently employed by CONTRACTOR, or ~s a member of CONTRACTOR's governing board The term "member of immediate family" includes w~fe, husband, son, daughter, mother, father, brother, saster, in-laws, aunt, uncle, nephew, niece, step-parent, step-chald, half-brother and half-sister XIX. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall ~nvolve, and no portaon of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any polat~cal act~vaty (including, but not hm~ted to, an act~wty to further the election or defeat of any candidate for public office) or any activity undertaken to anfluence the passage, defeat or final content of legislation 8 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 d~rectly or indirectly to the constructmn, operation, maintenance or adm~mstratmn, or be ut~hzed so as to benefit in any manner any sectarian or rehgmus facility or activ~ty, unless authonzed by this contract and ordinance authorizing P-L-U-S One program XX. CHANGES AND AMENDMENTS A Any alterations, additions, or deletmns to the terms of th~s Agreement shall be by wntten amendment executed by both parties, except when the terms of th~s Agreement expressly provide that another method shall be used B CONTRACTOR may not make transfer from the funds prowded in this agreement to any other budget ~tem or fund unless provided for in this Agreement and P-L-U-S One Program gmdehnes C It ~s understood and agreed by the parties hereto that changes ~n the State, Federal or local laws or regulatmns pursuant hereto may occur dunng the term of this Agreement Any such modifications are to be automatmally incorporated ~nto tlus Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date spemfied by the law or regulation D CITY may, from t~me to time dunng the term of the Agreement, request changes in Exhibit A Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A ofth~s Section E CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under th~s Agreement at least thirty (30) calendar days ~n advance of the change F CONTRACTOR shall notify CITY of any changes in personnel or govemlng board composition G It ~s expressly understood that neither the performance of Exlub~t A for any program contracted hereunder nor the transfer of funds between or among said programs wall be permitted SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to t~mely and properly perform each of the requirements, t~me condlttons and duties provided hereto, CITY, without hmmng any rights ~t may otherwise have, may, at ~ts discretion, and upon ten (10) working days written not~ce to CONTRACTOR, w~thhold further payments to CONTRACTOR Such notme may be given by mml to the Executive Officer and the Board of Directors of CONTRACTOR The nottce 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 accomplish corrective actmn, but in no event shall ~t exceed thirty (30) calendar days At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and prod all eligible funds withheld or impounded dunng the suspension period If however, CITY detenmnes that CONTRACTOR has not come into compliance, the provisions of SECTION XXII may be effectuated XXII TERMINATION A CITY may terminate th~s Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph (1) CONTRACTOR's failure to attain compliance dunng any prescribed period of suspension as provided in Section XXI (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement (3) Finding by CITY that CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement, (b) is delinquent in payment of taxes, or of costs of performance of this Agreement m the ordinary course of business (4) Appointment of a trustee, receiver or llqmdator for all or substantial part of CONTRACTOR's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or agmnst CONTRACTOR (5) The commission of an act of bankruptcy (6) CONTRACTOR's violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination CONTRACTOR wall refund any funds not yet distributed less any admlmstratlve cost allowed by this Agreement w~thln 30days of terminat~on B CITY may terminate this Agreement for convenience at any time If this Agreement terminated by CITY for convenience 10 C CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall return any funds not yet distributed less any administrative costs allowed by this Agreement, within tlurty (30) days of the termmatlon E Notwithstanding any exemlse by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of llabdlty to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR XXIII NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two (2) working days after being notified of such claim, demand, suit or other action Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such clam, action or pmceedlng, and the name of any person(s) against whom such claim is being made or threatened Such written notice shall be delivered either personally or by mall XXIV INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of CONTRACTOR B CONTRACTOR agrees to provide the defense for, and to indemnify and hold harmless CITY its agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors 11 XXV. MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwtse assign thts Agreement or any interest therein, or any claim arising thereunder, to any party or parties, company or other mstltutlon without the prior written approval of CITY B If any provision of thts Agreement is held to be tnvahd, tllegal, or unenforceable, the remalmng provisions shall remmn tn full force and effect and continue to conform to the original intent of both part, es hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of thts Agreement constitute or be construed in any way to be a watver by CITY of any breach of covenant or default which may then or subsequently be commttted by CONTRACTOR Neither shall such payment, act, or omtss~on in any manner impair or prejudme any right, power, privilege, or remedy available to CITY to enfome Its rights hereunder, which rights, powers, pnvtleges, or remedtes are always specifically preserved No representative or agent of CITY may watve the effect of this proms~on D This Agreement, together wtth referenced exhtbtts and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to thls Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanding, or other commitment occurnng dunng the term of th~s Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed tn writing, and ff appropriate, recorded as an amendment of this Agreement E In the event any disagreement or dtspute should arise between the part,es hereto pertalmng to the tnterpretatlon or meaning of any part of thts Agreement or its govemtng rules, codes, laws, ordtnances or regulattons, CITY will have the final authority to render or to secure an interpretation F For purposes of this Agreement, all official commumcattons and notices among the parties shall be deemed made if sent postage paid to the parties at the address set forth below TO CITY TO CONTRACTOR City Manager Director City of Denton Interfatth Mlmstnes of Denton, Inc 215 E Mclrdnney St P O Box 1744 Denton, Texas 76201 Denton, Texas 76202 12 G This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any ht~gat~on concerning this Agreement shall be m a court competent jurisdiction s~tt~ng m Denton County, Texas IN WITNESS OF WHICH this Agreement has been executed on th~s the 7~ day of ~~ , 1999 CITY OF DENTON ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY INTERFAITH MINISTRIES OF DENTON, INC EXECUTIV-E~I~CTBR ATTEST BOARD SECRETARY S \Our Documents\Contracts\99\PLUS ONE doc 13