1999-129AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE MAYOR
TO EXECUTE AN AGREEMENT WITH THE UNIVERSITY OF NORTH TEXAS WHEREIN
THE UNIVERSITY OF NORTH TEXAS FURiqISHES SERVICES AND FACILITIES IN
CONNECTION WITH THE PROJECT GENERALLY KNOWN AS "ENVIRONMENTAL
CONDITION ON-LINE DFW METROPLEX (ECOPLEX)", APPROVING THE
EXPENDITURE OF Fl/N-DS THEREFOR, AND PROVIDING FOR AN EFFECTIVE
DATE
WHEREAS, the Czty of Denton, Texas ("CITY"), mn cooperation
wmth the Unmversmty of North Texas ("UNT"), submitted a proposal
("ECOPLEX") to and heretofore received an Environmental Monitoring
for Publmc Access and Community Tracking Grant ("EMPACT Grant")
from the Envmronmental Protection Agency ("EPA") for a total of
$484,867, and
WHEREAS, the ECOPLEX proposal mnvolves collectmng, compllmng,
and postmng real-tmme and time relevant envmronmental data for
easy access by the Cmtmzens of Denton, the Elm Fork Watershed, and
the Dallas/Ft Worth metropolitan area vma an lnternet websmte,
and
WHEREAS, UNT materially and substantially can assist the CITY
mn the development and operatIon of the proposed time relevant
mon~tormng systems and mn the development of an Internet
communlcatmon system, and
WHEREAS, NNT's Elm Fork Educatmon Center can develop
curriculum, conduct presentatmons, and offer workshops educating
the publmc on how to use and interpret real tmme and tmme relevant
envmronmental lnformatmon on the Elm Fork watershed, and
WHEREAS, UNT can further asszst the CITY in developmng
reports, currzculum packages, tramnlng matermals, and technmcal
publications dlssemmnatlng mnformatmon about the Prototype Time
Relevant Monmtormng System developed by the pro]ect, and
WHEREAS, the CITY desires to enter an Agreement for UNT to
perform servmces and furnmsh faczlmtles as provided mn the
attached Agreement Between the Cmty of Denton and the Unlversmty
of North Texas (Instmtute of Applied Sczences) for Servmces
Connectmon w~th the Envmronmental Monmtormng for Public Access and
Communzty Trackmng Grant (heremnafter "AGREEMENT"), which
AGREEMENT ms mn the nature of a subcontract, in the amount of
$160,943, to be pamd solely from the total EMPACT Grant amount of
$484,867, and
WHEREAS, UNT desires to enter into the Agreement wmth the CITY
and zs wmlllng perform the above-mentioned dutmes and
responsmbmlmtles, and
WHEREAS, the City Council has determined that it is ~n the
public interest of the C~ty of Denton to enter into this AGREEMENT
with UNT, as UNT can readily provide the necessary services and
facllltles in an efficient and cost-effective manner, NOW,
THEREFOR,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Council hereby approves the
AGREEMENT attached hereto and ~ncorporated herewith by reference,
between the CITY and UNT respecting the ECOPLEX proposal, and
authorizes the Mayor to execute sa~d AGREEMENT
SECTION II That the expenditure of funds as provided in the
attached AGREEMENT is hereby authorized
SECTION III That this ordinance shall become effective
~mmedlately upon ~ts passage and approval
PASSED AND APPROVED th~s the~ day of ~,1999
JAC~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
AGREEMENT BETWEEN THE CITY OF DENTON
AND THE UNIVERSITY OF NORTH TEXAS (INSTITUTE OF APPLIED SCIENCES)
FOR SERVICES IN CONNECTION WITH THE ENVIRONMENTAL MONITORING
FOR PUBLIC ACCESS AND COMMUNITY TRACKING GRANT
THIS AGREEMENT ~s made and entered ~nto by and between the C~ty of Denton, a Texas
mnn~c~pal corporation, w~th ~ts pnnc~pal office at 215 East McK~nney Street, Denton, Texas,
76201, hereinafter referred to as the CITY, and the Umvers~ty of North Texas (University of North
Texas Institute of Apphed Sciences), Denton, Texas, hereinafter referred to as CONTRACTOR
WHEREAS, the CITY, m ¢ollaborat~nn w~th the CONTRACTOR, has obtoaned a grant
from the U S Enwronmental Protect~nn Agency for $484,867 to serve as one of e~ght C~tles in the
U S to design and implement a real-time enwronmental momtormg system designed to prowde
lnformat~onto mumc~pal enwronmental managers and the pubhc, hereinafter, the GRANT, and
WHEREAS, the project, among other things, will assist the CITY m developing techniques
for rapidly assessing the status of water quahty ~n local watersheds, and
WHEREAS, Dr Kenneth D~ckson, Regent's Professor and D~rector of UNT's Institute of
Apphed Sciences, w~ll serve as Project Manager for the CONTRACTOR, and
WHEREAS, the CONTRACTOR, pursuant to th~s AGREEMENT, which is in the nature
of a subcontract, w~ll prowde techmcal assistance, eqtupment, and pubhc education activities to the
CITY, subject to the Statement of Work set forth m Exhibit A attached hereto, and
WHEREAS, the CITY and CONTRACTOR recogmze that they each w~ll receive benefits
from th~s AGREEMENT which w~ll result m a state-of-the-artenwronmental momtonng system m
the City of Denton, Texas, and beheve that th~s AGREEMENT wdl be of benefit to the CITY's
c~t~zens, and agree that th~s AGREEMENT ~s entered into ~n accordance vath the prows~ons of
V T C A, Government Code, Chapter 791 (the "Interlocal Cooperation Act"), and
WHEREAS, the GRANT penmts and prowdes for the expend~ttre of funds for the
purposes set forth hereunder, and,
WHEREAS, the CITY wishes to engage CONTRACTOR to perform certain specified
services to carry out such project,
NOW, THEREFOR, the CITY and CONTRACTOR do hereby agree, and by the execnt~on
of this AGREEMENT, are bound to the mutual obhgat~ons and covenants contmned hereto, and to
the performance and accomphshment of the conditions hereinafter set forth
WITNESSETH, that m consideration of the covenants and agreements harem contamed, the
Parties hereto do mutually agree as follows
ARTICLE I
TERM
This AGREEMENT shall commence November 1, 1998, and shall
terminate on October 31, 2000~
ARTICLE II
RESPONSIBILITIES
CONTRACTOR shall perform and hereby accepts the
responsibility for the performance of all services and
activities, described in Exhibit "A", STATEMENT OF WORK
(attached hereto and incorporated by reference, as Exhibit "A"),
in a satisfactory and efficient manner, as reasonably determined
by CITY and in accordance with the terms herein CITY will
consider CONTRACTOR'S Vice President for Financial and Business
Affairs to be CONTRACTOR'S representative responsible for the
management of all contractual matters pertaining hereto, unless
written notIfication to the contrary is received from CONTRACTOR
and approved by CITY
The City's Assistant C~ty Manager for Fiscal and Municipal
Services, wlll be CITY's representative responsible for the
administration of this AGREEMENT
ARTICLE III
CITY'S OBLIGATION
Limit o~ Liability. CITY will reImburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the pro3ect
budget included as a part of Exhibit "B" University of North
Texas (subcontract) (attached hereto and incorporated by
reference, as Exhibit "B") Notwithstanding any other provision
of this AGREEMENT, the total of all payments and other
obligations made or incurred by CITY hereunder for services and
expenses shall not exceed the sum of $160,943
Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by CONTRACTOR,
CITY
shall make payments to CONTRACTOR based on the budget attached
hereto and incorporated heremn for all purposes as Exhmbmt B,
subject to the lmmmtatlons and provmslons set forth mn thms
Section and Sectmon VII of thms AGREEMENT
(1) It ms expressly understood that this AGREEMENT mn
no way oblmgates the General Fund or any other monies or
credits of the City of Denton All expenses shall be paid
solely from the CITY account for grants
(2) CITY shall not be lmable for any cost or port~on
thereof whmch
(a) has been pa~d, reimbursed or ms
subject to payment or remmbursement, from any
other source,
(b) was incurred prior to the begmnnmng
date, or after the endln~ date specmfmed in
Sectmon I,
(c) ms not mn strmct accordance with the
terms of thms AGREEMENT, mnclud~ng both
exhmb~ts attached hereto,
(d) has not been bmlled to CITY within
thmrty (30) calendar days followmng b~llmng
to CONTRACTOR, or termmnat~on of the
AGREEMENT, whmchever date ms earlier,
(e) ms not an allowable cost as defined
by Sectmon IX of this AGREEMENT or the
project budget
(3) CITY shall not be l~able for any cost or portion
thereof which ms incurred wlth respect to any actmvmty of
CONTRACTOR requmr~ng prior wrmtten authormzatmon from CITY,
or after CITY has requested that CONTRACTOR furnish data
concernmng such actmon prior to proceedmng further, unless
and until CITY advises CONTRACTOR to proceed
(4) CITY shall not be obligated or lzable under thms
AGREEMENT to any party other than CONTRACTOR for payment of
any monmes or provmsmon of any goods or servmces
ARTICLE IV
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
CONTRACTOR shall comply wmth all applmcable Federal laws, the
laws of the State of Texas, and all ordinances of the City of
Denton
ARTICLE V
REPRESENTATIONS
CONTRACTOR assures and guarantees that it possesses the legal
authormty, pursuant to any proper, approprmate and offlcmal
motmon, resolution or action passed or taken, to enter mnto this
AGREEMENT
The person or persons slgnmng and executing thms AGREEMENT on
behalf of CONTRACTOR do hereby warrant and guarantee that he, she,
or they have been fully authorized by CONTRACTOR to execute thms
AGREEMENT on behalf of CONTRACTOR and to valmdly and legally bind
CONTRACTOR to all terms, performances and provmslons herein set
forth
CITY shall have the right, at mts optmon, to either
temporarily suspend or permanently terminate this AGREEMENT if
there lsa dispute as to the legal authority of either CONTRACTOR
or the person smgnlng the AGREEMENT to enter into this AGREEMENT
CONTRACTOR ms liable to CITY for any money it has received from
CITY for performance of the provisions of this AGREEMENT if CITY
has suspended or terminated this AGREEMENT for the reasons
enumerated in this Section
CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of thms AGREEMENT wmll in no way be
substmtuted for funds and resources from other sources, nor in any
way serve to reduce the resources, servmces, or other benefits
whmch would have been available to, or provmded through,
CONTRACTOR had this AGREEMENT not been executed
ARTICLE Vi
PERFORMANCE BY CONTRACTOR
CONTRACTOR wlll provide, oversee, admmnmster, and carry out
all of the actmvltmes and servmces set out in the STATEMENT OF
WORK, attached hereto and mncorporated here~n for all purposes as
Exhmbmt A, utmllzmng the funds descrmbed in the Proposed Budget,
attached hereto and mncorporated herein for all purposes as
Exhlbmt B, and deemed by both parties to be necessary and
sufficient payment for full and satmsfactory performance of the
program, as reasonably determined solely by CITY and in accordance
with all other terms, provisions and requirements of this
AGREEMENT
No modifications or alterations may be made in the STATEMENT
OF WORK by CONTRACTOR without the prior written approval of the
CITY'S Assistant City Manager for Fiscal and Munlc~pal Services
ARTICLE VII
PAYMENTS TO CONTRACTOR
Payments to Contractor. The CITY shall pay to the CONTRACTOR
an amount not to exceed $160,943 for services rendered and
expenses incurred pursuant to this AGREEMENT CITY w~ll pay these
funds on a reimbursement basis to the CONTRACTOR within thirty
days after CITY has received an appropriate invoice and written
request, including supporting documentation
Funds are to be expended by CONTRACTOR primarIly as shown in
Exhibit B
Excess Payment CONTRACTOR shall refund to CITY, without
protest or delay, within ten (10) working days of CITY's request,
any sum of money which has been paid by CITY to CONTRACTOR and
which CITY at any time thereafter determines
(1) has resulted from an overpayment to CONTRACTOR
or,
(2) has not been spent strictly in accordance with the
terms of this AGREEMENT, or
(3) is not supported by adequate documentation to
fully ]ust~fy the expenditure
Deobligation of Funds In the event that actual expenditure
rates deviate from CONTRACTOR's provision of a corresponding level
of performance, as specified in Exhibit A, CITY hereby reserves
the right to reapproprlate or recapture any such underexpended
funds
Contract Close Out CONTRACTOR shall submit the AGREEMENT
close-out package to CITY, together w~th a final expenditure
report, for the time period covered by the last invoice requesting
reimbursement of funds under this AGREEMENT, within fifteen (15)
working days following the close of the AGREEMENT period
CONTRACTOR shall utilize the form agreed upon by CITY and
CONTRACTOR for said report
At the termination of the AGREEMENT, all unclaimed (30 days
or older) salaries or wages must be returned to CITY in the
following format
(1) A University of North Texas check for the net
aggregate amount payable to the City of Denton,
(2) A listing showing the Social Security number, full
name, last known complete address and the amount
owed to each person involved
ARTICLE ViII
WARRANTIES
CONTRACTOR represents and warrants that
A Ail information, reports and data heretofore or
hereafter requested by CITY and furnished to CITY, are complete
and accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any signIficant
change without written notice to CITY
B Any supporting financial statements heretofore or
hereafter requested by CITY and furnished to CITY by CONTRACTOR,
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
said date, there has been no material change, adverse or
otherwise, in the financial condition of CONTRACTOR
C 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 exmstlng indenture or
agreement of CONTRACTOR
D CONTRACTOR has the power to enter into this AGREEMENT
and accept payments hereunder, and has taken all necessary action
to authorize such acceptance under the terms and conditions of
this AGREEMENT
E Each of these representations and warranties of
CONTRACTOR shall be continuing and shall be deemed to have been
repeated by the submission of each request for payment by
CONTRACTOR
ARTICLE IX
ALLOWABLE COSTS
A Costs shall be considered allowable only if mncurred
directly, specifically in the performance of, and in complmance
wmth, this AGREEMENT and in conformance with the standards and
provmslons of Exhibits A and B attached hereto
B Approval of CONTRACTOR's Proposed Budget, Exhmbmt B,
does not constitute prmor written approval, even though certamn
mtems may appear herein CITY's prior wrmtten authorlzatmon is
required in order for the followmng to be considered allowable
costs
(1) CITY shall not be obligated to any thmrd parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extendmng
beyond the expiration of this AGREEMENT
(2) Any alterations or relocatmon of the facllmtmes on
and in whmch the activities specmfled in Exhmblt "A" are
conducted
(3) Any alterations, deletions or additions to the
Personnel Schedule mncorporated mn Exhibit B
(4) Any fees or payments for consultant services
Written requests for prior approval are CONTP~ACTOR's
responsibility and shall be made within sufficient time to permit
a thorough review by CITY Contractor must obtamn written
approval by CITY prmor to the commencement of procedures to
sollcmt or purchase services, equipment, or real or personal
property Any procurement or purchase which may be approved under
the terms of this AGREEMENT must be conducted ~n its entmrety mn
accordance wmth the provmslons of thms AGREEMENT
ARTICLE X
MAINTENANCE OF RECORDS
CONTI{ACTOR agrees to maintain records that will provide
accurate, current, separate, and complete d~sclosure of the status
of the funds received under this AGREEMENT, ~n compliance wzth the
provmslons of Exh~bzt B and wzth any other applIcable Federal and
State regulations establlshmng standards for flnancmal management
CONTRACTOR's record system shall contain sufficient documentation
to provide mn detaml full support and ]ustmflcatmon for each
expenditure Nothmng in thms Article shall be construed to
relmeve CONTRACTOR of fiscal accountability and llabllmty under
any other provision of this AGREEMENT or any applicable law
CONTRACTOR agrees to retain all books, records, documents,
reports, and written accounting policies and procedures pertaining
to the operation of programs and expenditures of funds under this
AGREEMENT for three years
Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this AGREEMENT
At any reasonable time, the CONTR3tCTOR shall make available
to CITY, or any of its authorized representatives, records
pertaining to this AGREEMENT and shall permit CITY, or any of its
authorized representatives to audit, examine, make excerpts and
copies of such records, and to conduct audits of all contracts,
invoices, materials, payrolls, records of personnel, conditions or
employment and data requested by said representatives
ARTICLE Xi
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRAC-
TOR shall furnish such statements, records, data and informatIon
as CITY may request and deem pertinent to matters covered by this
AGREEMENT
CONTRACTOR shall submit quarterly beneficiary reports and
f~nanclal reports to CITY no less than once each three months
during the term of this AGREEMENT The beneficiary report shall
provide description of activities and progress associated with the
pro3ect The financial report shall include information and data
relative to all programmatic and financial reporting as of the
beginning date specified in Article I of this AGREEMENT
ARTICLE
MONITORING AND EVALUATION
CITY shall perform on-site monitoring of CONTRACTOR's
performance under this AGREEMENT from tlme-to-t~me
CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the
Statement of Work containing the program goals and objectives,
which are attached hereto as Exhibit "A", as well as other provi-
sions of this AGREEMENT
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 ~ts monitoring and record-keepIng
responsibilities
CONTRACTOR agrees to cooperate in such a way so as not to
delay CITY in such monitoring, and to designate one of its staff
to coordinate the monltorzng process as reasonably requested by
CITY staff
After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings
CONTRACTOR shall submit cop~es of any fiscal, management, or
audit reports by any of CONTRACTOR's funding or regulatory bodies
to CITY within ten (10) working days of receipt by CONTRACTOR
ARTICLE XIII
EQUAL OPPORTUNITY
CONTRACTOR shall at all times comply with the Equal
Employment Opportunity Act and other related Federal law and
regulations
CONTRACTOR will furnish all information and reports
reasonably requested by the CITY, and will permit access to its
books, records, and accounts for purposes of investigation to
ascertain compliance w~th local, state and Federal rules and
regulations
ARTICLE XIV
PERSONNEL AND MANAGEMENT POLICIES
Personnel and management policies shall be established by
CONTRACTOR and shall be available for examination by the CITY
ARTICLE XV
CONFLICT OF INTEREST
CONTRACTOR covenants that neither it nor any member of its
§overnlng body presently has any interest, direct or indirect,
which would conflict in any manner or degree with the performance
of services required to be performed under this AGREEMENT
CONTRACTOR further covenants that in the performance of this
AGREEMENT, no person having such ~nterest shall be employed or
appointed as a member of its governing body
CONTRACTOR further covenants that no member of its governing
body or its staff, subcontractors or employees shall possess any
interest in or use his position for a purpose that is or gives the
appearance of being motivated by desire for private gain for
himself, or others, particularly those with which he has family,
business, or other ties
No officer, member, or employee of CITY and no member of its
governing body who exercises any function or responsibilities in
the review or approval of the undertaking or carrying out of this
AGREEMENT shall (1) participate in any decision relating to the
AGREEMENT which affects his or her personal interest or the
interest in any corporation, partnership, or association in which
he or she has direct or indirect interest, or (2) have any
interest, direct or indirect, in this AGREEMENT or the proceeds
thereof
ARTICLE XVI
POLITICAL OR SECTARIAN ACTIVITY
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
(including, but not limited to, an activity to further the
election or defeat of any candidate for public office) or any
activity undertaken to influence the passage, defeat or final
content of legislation
None of the performance rendered hereunder shall involve, and
no portion of the funds received by CONTRACTOR hereunder shall be
used for or applied directly or indirectly to the construction,
operation, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity
ARTICLE XVII
PUBLICITY
Where such action is appropriate, CONTRACTOR shall publicize
the activities conducted by CONTP~ACTOR in con]unction with the
CITY and pursuant to the GRANT, under this AGREEMENT
Any and all published material and written reports submitted
under this project must be originally developed material unless
otherwise specifically provided in this AGREEMENT When material
not originally developed is included ~n a report, the report shall
identify the source in the body of the report or by footnote
This provision is applicable when the material is in a verbatim or
extensive paraphrase format
Any alterations, add~taons, or deletaons to the terms of thas
AGREEMENT shall be by wratten amendment executed by both parties,
except when the terms of thas AGREEMENT expressly provade that
another method shall be used
CONTRACTOR may not make transfers between or among approved
lane-items wlthan budget categories set forth in Exhabat "B"
without praor wrmtten approval of CITY CONTRACTOR shall request,
in wratmng, the budget revasmon an a form prescribed by CITY, and
such request for revIsmon shall not Increase the total monetary
oblagatlon of CITY under thms AGREEMENT In addmtlon, budget
revisions cannot sagnmfmcantly change the nature, intent, or scope
of the program funded under thms AGREEMENT
CONTRACTOR wall submmt revased budget and program anforma-
taon, whenever the level of fundang for CONTRACTOR or the pro-
gram(s) descrmbed herein ms altered according to the total levels
contaaned in any portmon of Exhmbmt B attached hereto
It ms understood and agreed by the partmes hereto that
changes mn the State, Federal or local laws or regulatmons
pursuant hereto may occur durmng the term of thas AGREEMENT Any
such modmfacatmons are to be automatically incorporated mnto this
AGREEMENT wmthout wrmtten amendment hereto, and shall become a
part of the AGREEMENT on the effectave date specified by the law
or reg~latmon
CITY may, from tame to tame durang the term of the AGREEMENT,
request changes in Exhibmt A whmch may anclude an increase or
decrease mn the amount of CONTRACTOR's compensation Such changes
shall be ancorporated an a wrmtten amendment hereto, as provided
mn this Artmcle
Any alteratmons, deletmons, or addmtions to the Proposed
Budget contamned in Exhmbmt B shall requare the praor wrmtten
approval of CITY
CONTRACTOR agrees to notafy CITY an wratang of any proposed
change an physmcal locatmon for work performed under this AGREE-
MENT at least tharty (30) calendar days ~n advance of the change
CONTRACTOR shall notmfy CITY of any changes mn ~ts personnel
or governmng board composmtlon
ARTICL~ XIX
TERMINATION
CITY may terminate this AGREEMENT with cause because of
CONTRACTOR's violation of any of the covenants, agreements or
guarantees of this AGREEMENT
CITY shall promptly notify CONTRACTOR in writing of its
decision to terminate this AGREEMENT, specifying the reason(s)
therefor, and the effective date of termination
CONTRACTOR may terminate this AGREEMENT in whole or in part
by written notice to CITY, mf a termination of outside funding
occurs upon which CONTRACTOR depends for performance hereunder
CONTRACTOR may opt, within the limitations of this AGREEMENT, to
seek an alternative funding source, with the approval of CITY,
provided the termination by the outside fundmn~ source was not oc-
casioned by a breach of contract as defined herein or as defined
in any contract between CONTRACTOR and the funding source in
questmon
CONTRACTOR may terminate this AGREEMENT upon the dissolution
of CONTRACTOR's organization not occasmoned by a breach of this
AGREEMENT
Upon receipt of notice to termmnate, CONTRACTOR shall cancel,
wmthdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this AGREEMENT
CITY shall not be liable to CONTRACTOR or CONTRACTOR's credmtors
for any expenses, encumbrances or obligations whatsoever incurred
after the termmnat~on date of this AGREEMENT
ART~CL~ XX
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is
made or brought by any person(s), firm, corporatmon or other
entmty against CONTRACTOR, which may involve the performance of
this AGREEMENT, CONTRACTOR shall give wrmtten notice thereof to
CITY within two (2) working days after bemng notified of such
clamm, demand, suit or other action Such notice shall state the
date and hour of notzflcatlon of any such claim, demand, suit or
other action, the names and addresses of the person(s), firm,
corporation or other entity making such clazm, or that lnstztuted
or threatened to institute any type of action or proceeding, the
basis of such clamm, action or proceeding, and the name of any
person(s) against whom such claim ms being made or threatened
Such written notice shall be delavered eather personally or by
mall
ARTICLE XXI
MISCELLANEOUS
CONTRACTOR shall not transfer, pledge or otherwase assign
this AGREEMENT or any interest therein, or any claim arlsang
thereunder, to any party or partaes, wathout the prior wratten
approval of CITY
If any provasaon of this AGREEMENT is held to be invalid,
allegal, or unenforceable, the remaanlng provasaons shall remaan
an full force and effect and continue to conform to the oraglnal
Intent of both parties hereto
The captions of this AGREEMENT are for informational purposes
only and shall not an any way affect the substantive terms or
conditions of this AGREEMENT
In no event shall any payment to CONTRACTOR hereunder, or any
other act or faalure of CITY to lnsast In any one or more in-
stances upon the terms and condatlons of this AGREEMENT constitute
or be construed in any way to be a waiver by CITY of any breach of
covenant or default which may then or subsequently be committed by
CONTRACTOR Neither shall such payment, act, or omasslon in any
manner impair or pre]udlce any right, power, pravalege, or remedy
avaalable to CITY to enforce its raghts hereunder, which rights,
powers, privileges, or remedies are always specifically preserved
No representative or agent of CITY may waive the effect of this
provision
This AGREEMENT, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
ang, representation or other commitment antecedent to or made in
connection with this AGREEMENT, whether written or oral, shall
have no force or effect whatsoever, nor shall any agreement,
assertion, statement, understanding, or other commatment occurring
durang the term of this AGREEMENT, or subsequent thereto, have any
legal force or effect whatsoever, unless properly executed an
wratlng, and if appropriate, recorded as an amendment to this
AGREEMENT
For purposes of this AGREEMENT, all offlclal communications
and notices among the parties shall be deemed made if hand-
delivered or sent by U S mall postage prepaid to the parties at
the addresses set forth below
TO CITY TO CONTRACTOR
City Manager Ph~lllp C D~ebel
City of Denton, Texas V P for F~nanclal
215 E McK~nney St & Business Affairs
Denton, Texas 76201 University of North Texas
Denton,Texas 76203
IN WITNESS WHEREOF th~s AGREEMENT has been executed in four
original counterparts by CITY and CONTRACTOR by ~_q~t~rough their
resp~cqlv~ ~/ly-authorlzed officers, on this the~Y~--day of
~, 1999
"CITY"
CITY OF DENTON, TEXAS
By JA~ '
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
"CONTRACTOR"
THE UNIVERSITY OF NORTH
TEXAS
PHILI~ P C DIEBEL,
VICE PRESIDENT FOR
FINANCIAL AND
BUSINESS AFFAIRS
ATTEST
By
EXHIBIT "A"
STATEMENT OF WORK
The Institute of Applmed Scmences at the Unlversmty of North
Texas ("CONTRACTOR") will serve in the capacity of a subcontractor
to the Cmty of Denton collaboratmng in the development,
mmplementatmon and operation of a time relevant envmronmental
monltormng system assocmated w~th the CITY's watersheds and Lake
Lewmsvmlle LINT will team w~th the CITY to fulfill the ob]ectmves
outlmned in the U S Environmental Protectmon Agency EMPACT Grant
to the CITY in collaboration with UNT titled ~Real Tmme Monltormng
for Public Information, Decision Making and Educatmon"
CONTRACTOR, through its Institute of Applied Scmences w~ll
provide the followmng servmces and facllltmes to the CITY
Provmde the technmcal servmces of Drs Kenneth
Dlckson, Wmlllam T Waller, Samuel F Atklnson, M~guel
F Acevedo, and James H Kennedy to the CITY's project
team
Provmde supervision to three (3) Environmental
Monltormng Interns working on the pro]ect
ParticIpate in CITY and EPA coordination meetings as
specmfled mn the grant
Develop an Internet-based communmcatmon system
relatmng monmtormng results to the communmty
Make avamlable results from UNT's Terra Scan TL200
Satellmte Remote Sensing Data Down Lmnk System to the
project
Purchase two automated raznfall gauges and two
automated stream gauges
Construct the followmng mon~tormng system
components Ultraviolet Radmatlon monmtor (1), Stream
Blosenors (2), Chlorophyll monitoring un~ts (2),
physical-chemical datasondes (3)
Partlcmpate mn publzc education programs desmgned to
prepare managers and citizens to use real-tmme
environmental data
EXHIBIT B
UNIVERSITY OF NORTH TEXAS (subcontract)
YEAR I YEAR 2
PROPOSED BUDGET EPA COSTS UNT MATCH EPA COSTS UNT MATCH
Personnel ($) ($1 (~1
a
Kenneth L Dlckson P I 9 213 9 397
W~lliems T Waller Director 7 480 7 629
Samuel F Atklnson D~rector 6 463 6 597
Mig~{el F Acevedo Director 7 576 7 727
James H Kennedy Director 8 157 6 260
TOTAL SALARIES & WAGES 36,834 37 630
b Fringe Benefits
23%~ of salaries 6 486 8 655
Insurance $3031person month 1 615 1 615
TOTAL FRINGE BENEFIT8 10,301 t0,470
c Travel
To HIST for inter comparison UV calibration 1 500
SETAC Annual Meeting 1 500 I 500
ASPRS Annual Meeting 1 000 I 000
We0kly maintenance trips 650 650
TOTAL TRAVEL 4,650 3 150
d Equlpmel~t
Terra Scan TL200 Acquisition System 25 000
Rair] Gauges(2) 7 000
Stream Gauges(2) 8 000
TOTAL EQUIPMENT 40,000
· Supplies
Labtech Notebook v 9 (1 copy) 485 495
Updates for S Plus statistical system 500 500
Communications costs for modems 1 200 1 200
MisCellaneous chemicals for cahbration 1 000 1 000
TOTAL SUPPLIES 3,195 3,195
f Contracts
g Other
h TOTAL DIRECT COETS (TDC) 35,040 40,000 54,445
I Indirect QostslC barges
47% of TDC minus equipment) 26,869 23,689
I~ T°tal Pr°le°t C°sts 80,909
40,000
80034
Ik TOTAL REQUESTED FROM EPA 80 909 80 034
OVERALL
200,943
ITOTAL EPA COSTS 160,946