HomeMy WebLinkAboutC2008-552 - 9/23/2008 - ApprovedTEXAS DEPARTMENT OF AGRICULTURE
FOOD NUTRITION DIVISION
AGREEMENT
STATE OF TEXAS§
COUNTY OF TRAVIS §
The Texas Department of Agriculture, hereinafter referred to as TDA,
AND
City DJ Corpus \Ckris+ hereinafter referred to as Contractor,
D4vrk's dud�e.ONewiibu�t par*wveAl-
do hereby make and enter into this Agreement ( "Agreement "), as required by the National School Lunch Act and the Child
Nutrition Act, as amended, and the following program regulations: the National School Lunch Program (NSLP), 7 Code of Federal
Regulations (CFR) Part 210; the Special Milk Program (SMP), 7 CFR Part 215; the School Breakfast Program (SBP), 7 CFR Part
220; the Summer Food Service Program (SFSP), 7 CFR Part 225; and the Child and Adult Care Food Program (CACFP) 7 CFR
Part 226 (collectively herein, "Programs ").
This Agreement establishes or continues the rights and responsibilities of TDA and Contractor pursuant to Contractor's
participation in one or more of the above named programs as stipulated herein. If this Agreement continues as an existing
agreement, all existing terms, conditions, liabilities and obligations of the parties under the prior Agreement remain in full force
and effect, except to the extent that those terms, conditions, liabilities and obligations conflict with this Agreement, in which case
this Agreement takes precedence.
By signing this Agreement, both parties are bound by its terms and conditions from its beginning effective date, or the beginning
effective date of any prior Agreement(s) continued by this Agreement, until terminated in accordance with this Agreement.
I.
MUTUAL AGREEMENTS
The Parties mutually agree:
A. if Contractor fails to provide services in accordance with the provisions of this Agreement, TDA may, upon written notice of
default to Contractor, immediately terminate the whole or any part of this Agreement, including refusal to pay claims for
reimbursement, and such termination shall not be an exclusive remedy but shall be in addition to any other rights and remedies
provided by law or under this Agreement
B. If federal or state laws or other requirements are amended or judicially interpreted so that the continued fulfillment of this
Agreement, on the part of either party, is substantially unreasonable or impossible, or if the parties are unable to agree upon
any amendment which would therefore be needed to enable the substantial continuation of the services contemplated by this
Agreement then, the parties shall be discharged from any further obligations created under the terms of this Agreement, except
for the equitable settlement of the respective accrued interest of obligations, including audit findings, incurred up to the date of
termination.
II.
CONTRACTOR PROGRAM ADMINISTRATION AND FINANCIAL MANAGEMENT
A. ContffiltifFsfliffiariply with all applicable regulations for its designated program, as well as 7 CFR Parts 245 and 250, as
amended, the Uniform Federal Assistance Regulation (7 CFR, Part 3015, as amended), Audits of State, Local Governments,
2008 -552 CFR 3052, as amended) and state policies and procedures as issued and amended by TDA.
09/23/08 mrm as described in its application (including its Policy statement and supporting documents,
Res. 027862 application) for participation in the designated program.
Tx. Dept. Of Agriculture
13. Contractor accepts final administrative and financial responsibility for food service operations in each school, summer
feeding site, and child and/or adult care facility, hereinafter referred to as a site, operated or sponsored by Contractor. The
responsibility includes any audit exceptions or payment deficiency in the program covered by this contract, and
subcontracts hereunder, which are found after monitoring or auditing by TDA or USDA and will be responsible for
collections and payback of any amount paid in excess of the proper claim amount.
C. Contractor must submit for TDA approval only those applications for sites which have delegated the authority for the
administration of food service operations to the Contractor or which have executed sub agreements with Contractor for the
administration of food services operations.
D. If Contractor participates in the NSLP, Contractor agrees:
1. That the official signing the Claim for Reimbursement will be responsible for reviewing and analyzing meal
counts to ensure accuracy and compliance with federal regulations;
2. To enter into an agreement to receive donated foods as required by federal regulations;
3. To price the lunch as a unit;
4. To claim reimbursement at the assigned rates only for reimbursable free, reduced price and paid lunches served
to eligible children in accordance with 7 CFR part 210;
5. Count the number of free, reduced price and paid reimbursable meals served to eligible children at the point of
service, or through another counting system, if approved by TDA;
6. Limit its net cash resources to an amount that does not exceed 3 months average expenditures for its nonprofit
school food service or such other amount as may be approved in accordance with 7 CFR §210.19(a); and
7. Maintain a financial management system as prescribed under 7 CFR §210.14(c).
E. If Contractor participates in the CACFP, Contractor shall provide or accept responsibility for the provision of organized, non-
residential child day care and will immediately report to the Texas Department of Family and Protective Services (DFPS)
Licensing or Child Protective Services staff, any suspected violations of DFPS Licensing standards or suspected abuse of
children in sponsored centers or day homes.
F. Contractor understands that acceptance of funds under this Contract acts as acceptance of the authority of the State Audits .
Office (SAO), or any successor agency, to conduct an investigation in connection with those funds. Contractor further agrees
to cooperate fully with the SAO or its successor in the conduct of the audit or investigation, including providing all records
requested. Contractor will ensure that this clause conceming the authority to audit funds received indirectly by subcontractors
through Contractor and the requirement to cooperate is included in any subcontract it awards.
G. Notification of Change of Information. Contractor agrees to submit to TDA's Food and Nutrition Division an amendment to
its application or management plan, on TDA's form, when any change occurs from information that was originally submitted
in Contractor's application.
RECORD KEEPING
A. Contractor will keep financial and supporting documents, statistical records, and any other records pertinent to the services for
which a claim was submitted in the manner and detail prescribed by TDA. Unless otherwise provided by state or federal law,
the records and documents will be kept for a minimum of 3 years and 90 days after the termination of the federal fiscal year
for the relevant program. If any litigation, claim, or audit involving these records begins before such period expires,
Contractor will keep the records and documents for not less than 3 years and 90 days and until all litigation, claims or audit
findings are resolved. The case is considered resolved when there is a final order issued in litigation, or a written agreement is
entered into between TDA and the Contractor. Contractor will keep records of non - expendable property acquired under the
contract for 3 years and 90 days after final disposition of the property.
13. Contractor and its subcontractors will allow TDA and USDA officials and other appropriate officials determined by TDA to
inspect facilities and records and to audit, examine, and copy records at any reasonable time. This. includes access to all
records of costs paid, even in part, by TDA.
C. Contractor and its subcontractors will establish a method to secure the confidentiality of records and other information relating
to clients in accordance with the applicable federal law, rules, and regulations, as well as the applicable state law and
regulations. The provision shall not be construed as limiting TDA's right of access to recipient case records or other
information relating to clients served under this contract.
IV.
CIVIL RIGHTS POLICY COMPLIANCE
A. Contractor agrees to comply with Title VI of the Civil Rights Act of 1964 (Public Law 88 -352) and all requirements imposed
by the regulations of the Department of Agriculture (7 CFR Part 15), Department of Justice (28 CFR Parts 42 and 50) and
FNS directives or regulations issued pursuant to that act and the regulations. Section 504 of the Rehabilitation Act of 1973
(public Law 93 -112), the Americans with Disabilities Act of 1990 (Public Law 101 -336), Title IX of the Education
Amendments of 1972 (Title 20 U.S.C. Sections 1681 -1688) and USDA regulations at 7 CFR Part 15a, the Age Discrimination
Act of 1975 (Public Law 94 -135), and all amendments to each, and all requirements imposed by the regulations issued
pursuant to these acts. These provide in part that no person in the United States shall, on the ground of race, color, national
origin, age. sex, or disability be excluded from participation in, or denied any aid, care, service or other benefits provided by
federal and/or state funding, or otherwise be subjected to discrimination. The contractor also agrees to comply with Health and
Safety Code Section 85.113 (relating to workplace and confidentiality guidelines regarding AIDS and HIV).
Additionally, Title VI of the Civil Rights Act of 1964, and its implementing regulations at 7 CFR, Part 15, prohibit Contractor
from adopting and implementing policies and procedures that exclude or have the effect of excluding or limiting the
participation of clients in its programs, benefits, or activities, on the basis of national origin. Contractor agrees to ensure that
its policies do not have the effect of excluding or limiting the participation of persons in its programs and activities, on the
basis of national origin. The contractor also agrees to take reasonable steps to provide services and information, both orally
and in writing, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are
effectively informed and can effectively participate in and benefit from its programs. Contractor accepts final administrative
responsibility for ensuring that its subcontractors take reasonable steps to provide services and information, both orally and
inwriting, in appropriate languages other than English, in order to ensure that persons with limited English proficiency are
effectively informed and can effectively participate in and benefit from that subcontractor's programs and services.
B. Contractor hereby gives assurance that it will immediately take any measures necessary to comply with this section. This
assurance is given in consideration of and for the purpose of obtaining any and all federal financial assistance, grants and
loans of federal funds, reimbursable expenditures, grant or donation of federal property and interest in property, the detail of
federal personnel, the sale and lease of, and the permission to use, federal property or interest in such property or the
furnishing of services without consideration or at a nominal consideration, or at a consideration which is reduced for the
purpose of assisting the recipient, or in recognition of the public interest to be served by such sale, lease or famishing of
services to the recipient, or any improvements made with federal financial assistance extended to the program applicant by the
TDA. This includes any federal agreement, arrangement, or other contract that has as one of its purposes the provision of cash
assistance for the purchase of food, and cash assistance for purchase or rental of food service equipment or any other financial
assistance extended in reliance on the representation and agreements made in this assurance.
C. Contractor agrees to compile data, maintain records, and submit reports as required, to permit effective enforcement of the
above Acts and permit authorized TDA, USDA and FNS personnel during normal working hours to review such records,
books, and accounts as needed to ascertain compliance with the above Acts. if there are any violations of this assurance, TDA,
USDA and FNS have the right to seek judicial enforcement of this assurance. This assurance is binding on the Contractor, its
successors, transferees, and assignees as long as it receives assistance or retains possession of any assistance from the
department. The person whose signature appears on this Agreement is authorized to sign this assurance on the behalf of the
Contractor.
D. A religious or charitable organization is eligible to be a Contractor on the same basis as any other private organization. The
Contractor retains its independence from State and local governments, including the Contractor's control over the definition,
development, practice, and expression of its charitable or religious beliefs. Except as provided by federal law, TDA shall not
interpret this Agreement to require a charitable or religious organization to alter its form of internal governance or remove
religious art, icons, scripture, or other symbols. Furthermore, if a religious or charitable organization segregates the
government funds provided under this Agreement, then only the financial assistance provided by these funds will be subject to
audit. However, neither TDA's selection of a charitable or faith -based Contractor of services nor the expenditure of funds
under this Agreement is an endorsement of the Contractor's charitable or religious character, practices, or expression. The
purlreement is the provision of services; no State expenditures have as their objective the funding of sectarian
worship, instructions, or proselytization.
SEP 11 2008
Texas Department of Agriculture
Food & Nutrition Division - San Antonio
A charitable or faith -based provider of services under this Agreement shall reasonably apprise all assisted individuals of the
following: "Neither TDA's selection of a charitable or faith -based provider of services nor the expenditure of funds under this
contract is an endorsement of the provider's charitable or religious character, practices, or expression. No provider of servi
may discriminate against you on the basis of religion, a religious belief, or your refusal to participate in a religious practice.
you object to a particular provider because of its religious character, you may request assignment to a different provider. if you
believe that your rights have been violated, please discuss the complaint with your provider or notify TDA's Food and
Nutrition Division. "
Section 104 of The Personal Responsibility and Work Opportunity Reconciliation Act of 1996, 42 U.S.C. § 604a, sets forth
certain additional rights and responsibilities for charitable and faith -based providers of services, certain additional rights of
assisted individuals, and certain additional responsibilities of TDA to these providers and assisted individuals. This Agreement
is subject to those additional rights and responsibilities.
V.
TDA CLAIMS PAYMENT
A. TDA will, subject to the federal appropriation and availability to TDA of sufficient funds for the applicable program, make
program payment to Contractor in accordance with the terms of this Agreement. No reimbursement shall be made for
performance under this Agreement occurring prior to (a) the beginning effective date of this Agreement or (b) a later date
established by TDA based on the date of receipt of a fully executed copy of this Agreement.
B. This paragraph is pursuant to §2252.903 of the Texas Government Code. Any payments owing to Contractor under this
Agreement will be applied toward elimination of Contractor's indebtedness to the state, delinquency in payment of taxes to the
state, or delinquency in payment of taxes that the comptroller administers or collects until the indebtedness or delinquency is
paid in full.
VI.
IMMIGRATION
Contractor agrees to comply with the requirements of the Immigration Reform and Control Act of 1986 regarding employment
verification and retention of verification forms for any individuals hired after November 6, 1986, who will perform any labor or
services under this Agreement.
VII.
CERTIFICATION
A. Debarment, Suspension, Ineligibility, or Voluntary Exclusion For Covered Contracts. Contractor certifies, by execution of this
Agreement, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participating in this contract by any federal department or agency or by the State of Texas. By
making this certification Contractor agrees to the following terms:
1. The above certification is a material representation of fact upon which reliance was based when this Agreement was
entered into. If it is later determined that the Contractor knowingly rendered an erroneous certification, in addition to
other remedies available to the federal government, the United States Department of Agriculture or other federal
department of agency, or the Texas Department of Agriculture may pursue available remedies, including suspension
and/or debarment.
2. Contractor shall provide immediate written notice to the person to which this certification is submitted if at any time
Contractor learns that the certification was erroneous when submitted or has become erroneous by reason of changed
circumstances.
3. The words "covered contract," "debarred," suspended," "ineligible," "participant," "person," "principal," "propc
and voluntarily excluded," as used in this certification have meanings based upon materials in the Definitions and
overage sections of federal rules implementing Executive Order 12549. Usage is defined in the attachment.
4. Contractor agrees by submitting this certification that, should the proposed covered contract be entered into, it shall
not knowingly enter into any subcontract with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction, unless authorized by the United States
Department of Agriculture or other federal department or agency, and /or the Texas Department of Agriculture, as
applicable.
5. Contractor further agrees by submitting this certification that it will include TDA's Form titled "Certification
Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion for Covered Contracts" without
modification, in all covered subcontracts and in all solicitation for all covered subcontracts.
6. Contractor may rely upon a certification of a subcontractor that it is not debarred, suspended, ineligible, or
voluntarily excluded from the covered contract, unless it knows that the certification is erroneous. Contractor must, at
a minimum, obtain certificates from its covered subcontractor upon each subcontractor's initiation and upon each
renewal.
Nothing contained in all the foregoing shall be construed to require establishment of a system of records in order to
render in good faith the certification required by this certification document. The knowledge and information of
Contractor is not required to exceed that which is normally possessed by a prudent person in the ordinary course of
business dealings.
7. Except for contracts authorized under paragraph 4 of these terms, if Contractor in a covered contract knowingly
enters into a covered subcontract with a person who is suspended, debarred, ineligible, or voluntarily excluded from
participation in this transaction, in addition to other remedies available to the federal government, the United States
Department of Agriculture, or other federal department or agency, as applicable, and/or the Texas Department of
Agriculture may pursue available remedies, including suspension and /or debarment.
B. Federal Lobbying. This certification applies only to this Agreement and is a material representation of fact upon which
reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
Contractor certifies, to the best of his or her knowledge and belief, that:
No federally appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for
influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of
Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of
any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or the extension,
continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
If any funds other than federally appropriated funds have been paid or will be paid to any person for influencing or attempting
to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an
employee of a member of Congress in connection with this federally funded contract, subcontract, sub grant, or cooperative
agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in
accordance with its instructions.
Contractor shall require that the language of this certification be included in the award documents for all covered sub
awards at all tiers (including subcontracts, sub grants, and contracts under grants, loans, and cooperative agreements) and that
all covered sub recipients shall certify and disclose accordingly.
C. Conflicts of Interest. Contractor agrees to comply with applicable state and federal laws, rules and regulations regarding
conflicts of interest in the performance of its duties under this Agreement. Contractor warrants that it has no interest and will
not acquire any direct or indirect interest that would conflict in any manner or degree with its performance under this
Agreement.
Contra viglastablish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents
the a ance of personal or organizational conflict of interest, or personal gain. Contractor will operate with complete
ind p nndenc a ` %bjectivity without actual, potential or apparent conflict of interest with respect to the activities conducted
unchsgIslAgreement with the State of Texas.
Texasn.foa v si n ta °to
sxutituoa
An organizational conflict of interest is a set of facts or circumstances, a relationship, or other situation under which a
contractor, or a subcontractor has past, present, or currently planned personal or financial activities or interests that either
directly or indirectly:
1. Impairs or diminishes the offeror's, contractor's, or subcontractor's ability to render impartial or objective assistance
or advice to TDA; or
2. Provides the contractor or subcontractor an unfair competitive advantage in future TDA procurements.
Except as otherwise disclosed and approved by TDA prior to the Effective Date of this Agreement, Contractor warrants that,
as of the Effective Date and to the best of its knowledge and belief, there are no relevant facts or circumstances that could give
rise to organizational conflict of interest affecting this Agreement. Contractor affirms that it has neither given, nor intends to
give, at any time hereafter, any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or
service to a public servant or any employee or representative of same, at any time during the procurement process or in
connection with the procurement process except as allowed under relevant state and federal law.
Contractor agrees that, if after the Effective Date, Contractor discovers or is made aware of an organizational conflict of
interest, Contractor will immediately and fully disclose such interest in writing to TDA's Food and Nutrition Division. In
addition, Contractor must promptly disclose any relationship that might be perceived or represented as a conflict after its
discovery by Contractor or by TDA as a potential conflict. TDA reserves the right to make a final determination regarding the
existence of conflicts of interest, and Contractor agrees to abide by TDA's decision. The disclosure will include a description
of the action(s) that Contractor has taken or proposes to take to avoid or mitigate such conflicts.
If TDA determines that an organizational conflict of interest exists, TDA may, at its discretion, terminate this Agreement. If
TDA determines that Contractor was aware of an organizational conflict of interest before the award of this Agreement and
did not disclose the conflict to the contracting officer, such nondisclosure will be considered a material breach of the
Agreement. Furthermore, such breach may be submitted to the Office of the Attorney General, Texas Ethics Commission, or
appropriate State or Federal law enforcement officials for further action.
Contractor must include the provisions of this Section C in all subcontracts for work to be performed similar to the ser'
provided by Contractor and the terms "Agreement," with the terms "Contractor" and TDA modified appropriatel,
preserve the State's rights. - -
Contractor must not retain or promise to retain any person or company, or utilize or promise to utilize a consultant that
participated in TDA's development of specific criteria of this Agreement or who participated in the approval of the Contractor
for this Agreement.
Contractor will not recruit or employ any TDA professional or technical personnel who has worked on projects relating to the
subject matter of this Agreement, or who has had any influence on decisions affecting the subject matter of this Agreement,
for two (2) years following the completion of this Agreement.
Contractor certifies to its understanding and agreement regarding Conflicts of Interest.
D. Franchise Taxes. Contractor certifies that if it is a corporation, it is either a for - profit corporation that is not delinquent in its
franchise tax payments to the State of Texas, or is a non - profit corporation or is otherwise not subject to payment of franchise
taxes to the State of Texas.
E. Contractor certifies that all information submitted pursuant to this agreement is trite and correct. Contractor understands that
the deliberate misrepresentation or withholding of information is a violation of this Agreement and may result in prosecution
under applicable state and federal statutes.
F. Family Code. Under Section 231.006, Texas Family Code, the vendor or applicant certifies that the individual or business
entity named in this Agreement, bid, or application, and any individual who is a partner, shareholder, or owner with at least
25% interest in the business entity, is not ineligible to receive the specified grant, loan, or payment and acknowledges that this
Agreement may be terminated and payment may be withheld if this certification is inaccurate.
VIII.
TERM AND TERMINATION
In addition to other provisions of this article allowing termination, this Agreement will terminate upon the Expiration Date
unless extended in accordance with the terms of this Agreement, or terminated sooner under the terms of this Agreement. Prior to
completion of the Initial Term and any extensions or renewal thereof, all or a part of this Agreement may be terminated for any of
the following reasons:
A. Termination by mutual agreement of the Parties. This Agreement may be terminated by mutual agreement of the Parties.
Such agreement must be in writing.
B. Termination in the best interest of the State. TDA may terminate this Agreement at any time when, in its sole discretion,
TDA determines that termination is in the best interest of the State of Texas. The termination will be effective on the date
specified in TDA's Notice of Termination.
C. Termination for cause. TDA reserves the right to terminate this Agreement, in whole or in part, upon the following
conditions:
1. Assignment for the benefit of creditors, appointment of receiver, or inability to pay debts.
TDA may terminate this Agreement if Contractor:
a) Makes an assignment for the benefit of its creditors;
b) Admits in writing its inability to pay its debts generally as they become due; or
c) Consents to the appointment of a receiver, trustee, or liquidator of Contractor or of
property.
2. Failure to adhere to laws, rules, ordinances, or orders. TDA may terminate this Contract if
jurisdiction finds Contractor failed to adhere to any laws, ordinances, rules, regulations or
authority having jurisdiction and such violation prevents or substantially impairs performance
under this Agreement.
3. Breach of confidentiality. TDA may terminate this Agreement if Contractor breaches con
respect to the Services and Deliverables provided under this Agreement.
4. Failure to maintain adequate personnel or resources. TDA may terminate this Agreement if,
and an opportunity to correct, TDA determines that Contractor has failed to supply personnel
failure results in Contractor's inability to fulfill its duties under this Agreement.
5. Termination for gifts and gratuities.
all or any part of its
a court of competent
orders of any public
of Contractor's duties
fidentiality laws with
after providing notice
or resources and such
a) TDA may terminate this Agreement following the determination by a competent judicial or quasi-judicial
authority and Contractor's exhaustion of all legal remedies that Contractor, its employees, agents or
representatives have either offered or given any thing of value an officer or employee of TDA or the State of
Texas in violation of state law.
b) Contractor must include a similar provision in each of its subcontracts and shall enforce this provision against
a subcontractor who has offered or given any thing of value to any of the persons or entities described in this
Section, whether or not the offer or gift was in Contractor's behalf.
c) Termination of a subcontract by Contractor pursuant to this provision will not be a cause for termination of
this Agreement unless:
(1) Contractor fails to replace such terminated subcontractor within a reasonable time; and
RECEIVED (2) Such failure constitutes Cause as described in this Section.
(d) For purposes of this Section, a "thing of value" means any item of tangible or intangible property that has a
SEP 1 1 2008 monetary value of more than $50.00 and includes, but is not limited to, cash, food, lodging, entertainment, and
charitable contributions. The term does not include contributions to holders of public office or candidates for
Tex asDevart>nent of pgricultur�ublic office that are paid and reported in accordance with State and/or Federal law.
pod & Nutrition Division- San Antonio
6. Termination for non - appropriation of funds. Notwithstanding any other provision of this Agreement, if funds for the
continued fulfillment of this Agreement by TDA are at any time not forthcoming or are insufficient, through failure
of any entity to appropriate funds or otherwise, then TDA will have the right to terminate this Agreement at
additional cost and with no penalty whatsoever by giving prior written notice documenting the lack of funding.
7. Judgment and execution.
a) TDA may terminate this Agreement if judgment for the payment of money in excess of $500,000.00 that is
not covered by insurance, is rendered by any court or governmental body against Contractor, and Contractor
does not:
(1) Discharge the judgment or provide for its discharge in accordance with the teens of the judgment;
(2) Procure a stay of execution of the judgment within 30 days from the date of entry thereof; or
(3) Perfect an appeal of such judgment and cause the execution of such judgment to be stayed during
the appeal, providing such financial reserves as may be required under generally accepted accounting
principles.
b) If a writ or warrant of attachment or any similar process is issued by any court against all or any material
portion of the property of Contractor, and such writ or warrant of attachment or any similar process is not
released or bonded within 30 days after its entry, TDA may terminate this Agreement in accordance with this
Section.
8. Termination for insolvency.
a) TDA may terminate this Agreement if Contractor:
(I) Files for bankruptcy;
(2) Becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation,
insolvency, or the appointment of a receiver or similar officer for it;
(3) Makes an assignment for the benefit of all or substantially all of its creditors; or
(4) Enters into an Agreement for the composition, extension, or readjustment of substantially all of its
obligations.
b) Contractor agrees to pay for all reasonable expenses of TDA including the cost of counsel, incident to:
(1) The enforcement of payment of all obligations of the Contractor by any action or participation in, or
in connection with a case or proceeding under Chapters 7, 11, or 13 of the United States Bankruptcy
Code, or any successor statute;
(2) A case or proceeding involving a receiver or other similar officer duly appointed to handle the
Contractor's business; or
(3) A case or proceeding in a State court initiated by TDA when previous collection attempts have been
unsuccessful
9. Termination for Contractor's material breach of the Contract. TDA will have the right to terminate this Agreement,
in whole or in part, if TDA determines, at its sole discretion, that Contractor has materially breached this Agreement.
10. Termination for Change in Ownership of Institution. Contractor understands and agrees that this Contract is not
transferable.
IX.
EFFECTIVE DATE AND SIGNATURES
This Agreement shall take effect on OGt o b e . t , 200 r6 , or upon signature by appropriately authorized representatives of
both parties, whichever is later. The parties hereto in their capacities stated, affix their signatures and bind themselves for the
faithful performance of the terms of this Agreement pursuant to participation in the following program or programs:
National School Lunch Program
School Breakfast Program
Special Milk Program
>C-
CONTRACTOR
Gi } of Corr, Chr1z+ ' ,. Park'r t eereAtow
Name of Contracting Organization
(Please print or type)
Gco, -1 e
Name of Official Signing
(Please print or type)
By:
selosrfBat'
Signatu( o(,Lrhairman of the board of directors
or other official who has been authorized to sign
contracts on behalf of the contracting organisation.
Child and Adult Care Food Program
Summer Food.Service Program
MAna%er
Title of Official J
(Please print or type)
TEXAS DEPARTMENT OF AGRICULTURE
TDA Representative
RECEIVED
SEP 1 1 2008
Texas Department of Agriculture
Food & Nutrition Division - San Antonio
Date:
/tilovf /a g
Revised January 2008
O1"6`? AUTHORIZED
IT council. = --I— Op