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HomeMy WebLinkAboutContract 43605LICEiNNS ACR tom+ t Cm SECRETARY �/Y,' CONTRACT NO.._J��3n..?.. . This agreement (hereinafter referred to as "License") is entered into by and between the City of Fort Worth, acting by and through Fernando Costa, its duly authorized Assistant City Manager, hereinafter called "Licensor", and the Fort Worth Independent School District, acting by and through Theophlous A. Sims, its duly authorized President, hereinafter called "Licensee". W I T N SS ; I' F-1 u RH/109LS AND TERM S ection 1.1 Premises. In consideration of a $1.00 rental amount and under the terms included herein and the commitments made herein by Licensee and Licensor, Licensor does grant until Licensee a license for the following property, collectively referred to in this License as the "Premises": (a) building known as Old Fire Station No. 10 and real property located at 2804 Lipscomb Street, Fort Worth, Texas, and more specifically described in the attached an incorporated Exhibit "A"; and (b) all the equipment, fixtures, furnishings, design, decor, decorations, installations, appurtenances, and personal property that has been placed, installed, and erected in said building by Licensor or Licensee. S ection 1.2 Terra. The term of this License shall be September 15, 2012 to September 14, 2015 ("Term"). S ection 1.3 License. The license shall be for the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday of each week of the Term, and the license shall be exclusive during said time. 2. CONDITION OF PREMISES S ection 2.1 Asais Condition. Licensee covenants and agrees to accept the Premises in their present condition, finds them suitable and in good condition for the purposes intended; and further agrees that it is thoroughly familiar with such condition by reason of a personal inspection and does not rely on any representations by Licensor as to the condition of the Premises or their suitability for the purposes intended. S ection 2.2 Condition on Surrender. Upon termination of the License, Licensee shall surrender the Premises to Licensor in the good and clean condition as received, normal wear and tear excepted. 09-19-12 Al 0 ' 12 UT 1 OFFICIAL ta bR ) CITY SECRETARY Fe WORTH, "flat/in 3. USE; SIGNS; PARKING Section 3.1 Primary Use. Licensee and Licensor agree that the primary use of the Premises is to benefit low and moderate income citizens of Fort Worth. Licensor utilized grant monies from the United States Department of Housing and Urban Development (` HUD") under Title I of the Housing and Community Development Act of 1974, as amended (42 USC 5301 et seq.), in connection with its Community Development Block Grant ("CDBG") Program to rehabilitate the Premises, and therefore the utilization of the Premises must comply with the National Objectives, as set forth in 24 CFR 570 208(a)(2){B} Limited Clientele. Licensee agrees to meet the National Objectives of activities benefiting low and moderate income individuals, and to maintain full documentation supporting fulfillment of the National Objectives in its files. Based on the nature of the service provided, Licensee will maintain documentation that verifies that at least 51 % of the clients served by Licensee are income eligible with current household incomes under 80% of Area Median Income ("AMI") as established by HUD. The documentation/recordkeeping requirements are attached hereto as Exhibit __ attached hereto and made apart hereof for all purposes. Licensee understands and agrees that the failure to meet the National Objective and maintain the required documentation to support fulfillment of the National Objectives may result in immediate termination of the License. Section 3.2 General Use. (a) Licensee will use and occupy the Premises as a facility for educational purposes, including but not limited to adult basic education, adult secondary education, and English as a second language classes, in accordance with the requirements listed on Exhibit "C", attached hereto and made apart hereof for all purposes. Licensee shall not use the Premises for any political activity, gathering or fundraising. (b) In its use of the Premises and the presentation of programs of Licensee, Licensee will not discriminate against any person because of race, religion, color, sex, national origin, age, disability familial status, gender expression, gender identity, or transgender, and will operate the Premises and the programs thereon in full compliance with all applicable local, state, and federal laws and regulations (c) Licensee shall have the authority, in full compliance with all applicable local, state, and federal laws and regulations, to determine the programs that will be presented in the Premises, provided that such use is in compliance with Section 3.1 above. Section 3.3 Signs. Licensee may its own cost place at, on and in the Premises such signs as Licensee deems necessary and proper in the conduct of Licensee's business, provided that all signage is approved in writing by Licensor, and conforms to the sign code of the City of Fort Worth. 2 Section 3.4 No Hazardous or Toxic Substances. Under no circumstances during the term of this License will Licensee use or cause to be used on the Premises any hazardous or toxic substances or materials, or store or dispose of any such substances or materials on the Premises. 4. MAINTENANCE; IMPROVEMENTS Section 4.1 Maintenance. (a) Except as set forth in Section 4.1(c) and where otherwise expressly provided herein, Licensor will perform all upkeep, maintenance and repair necessary to keep the Premises, and its operating systems. (b) Specifically, Licensor shall be responsible for performance of all items of 'Major Maintenance" to be defined as follows: upkeep of and repairs to the roof (including replacement), structural systems and foundation, exterior walls and windows, the heating, ventilation and air conditioning systems and other major systems, gutters and water spouts, internal plumbing, truck loading facilities, structural components, electrical systems, utility services extending to the service connections within the Premises. (c) Licensee shall perform, at its sole cost, such routine operational maintenance and housekeeping as is necessary to carry on Licensee's business, including but not limited to window glass replacement janitorial service, trash and waste disposal, and regular servicing of mechanical and electrical systems. (d) Licensee will provide general grass mowing services on the premises, on a schedule it deems appropriate to the season, in the manner such mowing is performed at other of Licensor's facilities. Licensee may perform additional landscaping and grounds keeping activities it deems necessary. Licensor shall also be responsible for maintaining the irrigation system and the external plumbing extending from the structure to the service main In addition, Licensor shall maintain air filters. Section 4.2 Improvements. (a) Licensee covenants and agrees that it will not make or suffer any waste of the Premises, nor shall Licensee make any structural alterations to the Premises, except such alterations as may be first approved in writing by Licensor. Any such alterations, if permitted by Licensor, shall be made at Licensee's sole expense and shall be done in a good and workmanlike fashion approved by and acceptable to the Director of Transportation and Public Works of the City of Fort Worth, and shall be in full compliance with all local, state and federal requirements. However, the approval of Licensor of any plans or specifications shall not constitute approval of the architectural or engineering design, and Licensor, by approving the plans and specifications, assumes no liability or responsibility for the architectural or engineering design or for any defect in any building or improvement constructed from the plans or specifications. 3 (b) In no event shall any person participating in any such alterations on the Premises be considered an officer, agent, servant, employee contractor or subcontractor of the Licensor. Any such alteration which is of a permanent nature and which cannot be removed without structural damage shall become and be the property of Licensor and shall be surrendered as a part of the Premises upon the -expiration or termination of this License. It is understood, however, that minor alterations and adjustments for which a City building permit is not required may be made to the Premises by the Licensee without the prior written approval of the Licensor. Such minor alterations and adjustments shall be of the nature of, but not necessarily limited to, interior painting, carpeting, lighting fixtures, and lighting. Section 4.3 Liens. Licensee shall have no power to create any liens against the Premises. If any lien is created or filed against the Premises, Licensee at Licensee's sole cost and expense, shall have the lien discharged within 10 days after the filing thereof, and Licensee's failure to discharge the lien shall constitute a breach of the License. Section 4.4 Ordinances; Inspection. Licensee covenants and agrees that neither it, nor its officers, agents, employees, licensees, invitees or patrons shall make or suffer any unlawful, improper or offensive use of the Premises or any part thereof Licensee further agrees to maintain and police the area in order to keep the Premises in a clean safe and sanitary condition at all times and shall comply with all ordinances of the City of Fort Worth Licensors agents, servants or employees shall be permitted by Licensee to make inspection of the Premises, after reasonable notice to Licensee, to ascertain compliance with the terms and provisions of this License. 5. ASSIGNMENT The License granted hereunder shall vest only in Licensee and cannot be assigned, leased or conveyed without the prior written consent of Licensor Any attempted assignment, lease or conveyance without Licensor's prior written consent shall constitute grounds for termination of the License granted hereunder following ten (10) calendar days of receipt of written notice from Licensor to Licensee. 6. BASIC UTILITY SERVICES Licensor warrants that the Premises are served by electricity, water, gas, and sanitary sewer utilities. All charges for utility services provided to the Premises shall be paid for by Licensor. 7. RELEASE AND INSURANCE Section 7.1 RELEASE. LICENSEE COVENANTS AND AGREES TO RELEASE THE LICENSOR, ITS OFFICERS, AGENTS, SERVANTS AND 4 EMPLOYEES FROM ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, OF WHATSOEVER KIND OR CHARACTER; ARISING OUT OF OR ALLEGED TO ARISE OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE LICENSING, OCCUPANCY, USE, CONDITION AND/OR MAINTENANCE OF THE PREMISES AND ANY AND ALL ACTIVITIES CONDUCTED THEREON, OR IN CONNECTION WITH THE ACTS OR OMISSIONS OF LICENSEE, ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, SUBLICENSEES, PATRONS, GUESTS, LICENSEES, INVITEES OR TRESPASSERS; AND SHALL RELEASE LICENSOR FROM AND AGAINST ANY AND ALL INJURY OR DAMAGE TO SAID PREMISES OR ANY OTHER PROPERTY OF LICENSOR, ARISING OUT OF OR IN CONNECTION WITH, DIRECTLY OR INDIRECTLY, THE LICENSE, OCCUPANCY, USE, CONDITION AND/OR MAINTENANCE OF THE PREMISES. Section 7.2. Liability Insurance. Licensee shall at all times during the term hereof, maintain a Commercial General Liability Policy of insurance with limits not less than $1,000,000 per occurrence combined single limit for bodily injury or death and property damage, $2,000,000 aggregate. Said policy shall include the Licensor as an additional insured as its interests may appear (ATIMA). Licensee shall furnish to Licensor a certificate of insurance verifying such coverage with a confirmation that such policy shall not be subject to cancellation except upon thirty (30) days' prior written notice to Licensor. Licensor may, at its option also require Licensee to submit a copy of the policy or policies in effect as well as proof of payment of premiums. Insurance must be carried with firms licensed to do business in the State of Texas, and that have financial capability acceptable to Licensor. Section 7.3. Insurance for Contents of Buildings. Licensee shall be responsible for maintaining any policy of insurance that will insure against loss of property owned by Licensee that is located on the Premises. Said insurance shall waive any right of subrogation in favor of Licensor. Section 7.4. Fire and Extended Coverage: Boiler and Machinery Coverage. Licensor shall maintain a policy of fire and extended coverage insurance to cover the structures and mechanical systems included in the Premises and those structures immediately adjacent thereto. Such insurance policies shall be for full replacement value. Said insurance shall waive any right of subrogation in favor of Licensee. Section 7.5 Hazardous Use. Licensee will not permit the Premises to be used for any purpose which would render the insurance thereon void or the insurance risk more hazardous and will use its best efforts to use the Premises and to store its property in such a manner as to minimize risk of loss by casualty, it being acknowledged that the use of the Premises in the proper and ordinary conduct of Licensee's business for the purposes set forth herein shall not be considered in violation of this Section. 5 8. CASUALTY EVENT Section 81. Substantial Casualty. (a) As used herein, the term "substantial casualty" shall mean (1) a fire, explosion, flood, tornado or other casualty of like character, or (2) a structural defect in any part of the Premises, or (3) any other act, condition or event, in any case not due to the negligence or breach of this License by Licensee and resulting in needed repairs, replacement or other expenditure to the Premises that would require more than sixty (60) days for completion. (b) If the Premises are the subject of a substantial casualty, Licensee shall give immediate notice to the Licensor and to Licensee's casualty insurance provider. Licensee shall follow all required procedures to file a claim(s) for the damage caused by the casualty event, and shall assign any and all proceeds for damage to or replacement costs for the building on the Premises to Licensor received as a result of the casualty event. Licensee will have the option, exercisable by written notice given to Licensor within ninety (90) days after the occurrence of such substantial casualty, to terminate this License upon the date specified in said notice, said date not to exceed one (1) year from the date of the substantial casualty. In such event the License shall expire as of such date in the same manner as if the date specified in said notice were the date herein originally specified for the expiration of the License term and Licensee shall have no obligation to make any expenditure in connection with such substantial casualty or the results thereof, unless Licensee s continued occupancy requires such expenditure. (c) If Licensee does not give notice as specified in Subsection (b) or waives its right to terminate, Licensor at its sole discretion may proceed to repair restore, and rebuild the Premises to its former condition within one hundred eighty (180) days from the date of such damage provided, however, that Licensor will be under no obligation to expend any amount on rebuilding or repairing the Premises in excess of the amount of insurance proceeds actually received by Licensor. (d) If Licensor chooses not to rebuild or restore the Premises, the License will terminate. Such choice shall be made by written notice to Licensee within ninety (90) days after the occurrence of such substantial casualty. Section 8 2 Minor Casualty. The term "minor casualty" shall be defined in like manner as "substantial casualty" in Section 8.1 except that the length of time for repairs, replacements or other expenditures (the "needed repairs") to the Premises is less than sixty (60) days. If the Premises are the subject of a minor casualty, Licensee shall give immediate notice to the Licensor and to Licensee's casualty insurance provider. Licensee shall follow all required procedures to file a claim(s) for the damage caused by the casualty event, and shall assign any and all proceeds for damage to or replacement costs for the building on the Premises to Licensor received as a result of the casualty event. If there are insurance proceeds available to the Licensor in amounts sufficient to cover the needed repairs Licensor will proceed with reasonable diligence to repair such damage. In the event that insurance proceeds are not available or not sufficient to cover 6 the needed repairs, Licensor shall have no obligation to make such repairs until either (1) it receives sufficient funds from Licensee to cover the uninsured needed repairs or (2) Licensee agrees to make the needed repairs at its own expense. In any case, if such repairs are not completed within ninety (90) days after the casualty, Licensee or Licensor may terminate this License. 9. INDEPENDENT CONTRACTOR It is expressly understood and agreed that Licensee shall perform its obligations and responsibilities hereunder as an independent contractor and not as an officer, agent, representative or employee of the Licensor that Licensee shall have exclusive control of and the exclusive right to control the details of its obligations and responsibilities and all persons performing same, that Licensee shall be solely responsible for the acts or omissions of its officers, agents, employees or other persons under its supervision, management and control; that the doctrine of respondeat superior shall not apply as between Licensor and Licensee and that nothing herein shall be construed as creating a partnership or joint enterprise between Licensor and Licensee. 10. RECORDS; RIGHT TO AUDIT Licensee agrees to keep and maintain adequate books and records showing its compliance with Exhibit "B" Licensor and Licensee agree that, until three (3) years after the expiration of this License, Licensor shall have access to and the right to examine any directly pertinent books, documents papers, subleases, agreements and records of the Licensee involving transactions relating to this Contract. 11 DEFAULT - REMEDIES If Licensee defaults in the performance of any of the terms, covenants, or conditions of this License, Licensor may give to Licensee written notice of such default, and if Licensee does not cure such default within fifteen (15) days after the giving of such notice (or, if such default is of a nature that it cannot be completely cured within such fifteen (15) days, if Licensee does not commence such curing within fifteen (15) days and thereafter proceed with reasonable diligence and in good faith to cure such default), then Licensor may terminate this License on not less than thirty (30) days written notice to Licensee and on the date specified in said notice the term of this License shall terminate, and Licensee shall then quit and surrender the Premises to Licensor. If this License shall have been so terminated by Licensor Licensor may at any time thereafter resume possession of the Premises by any lawful means and remove Licensee and other occupants and their effects. 12. NOTICES Any notice, demand, request, or other communication hereunder given or made by either party to the other shall be in writing and shall be deemed to be duly given if hand -delivered or if mailed by registered or certified mail in a postpaid envelope addressed as follows: (a) If to Licensee: Fort Worth Independent School District Arturo Cavazos Chief of District Operations 100 N. University Drive, Suite 219 Fort Worth, Texas 76107 (b) If to Licensor: Director, Housing and Economic Development Dept. City of Fort Worth 1000 Throckmorton Street Fort Worth, Texas 76102 With copy to: Leann Guzman, Senior Assistant City Attorney City Attorney's Office 1000 Throckmorton Street Fort Worth, Texas 76102 or at such other addresses as Licensee or Licensor, respectively, may designate in writing by notice pursuant to this Section 12. 13. RIGHT TO TERMINATE In addition to any other provisions of this License governing rights of termination Licensor or Licensee shall have the right at any time during the term of this License, for any reason, to terminate this License on no less than three (3) months' notice, by written notice to the other party. The notice to terminate shall include a copy of Licensee's financial statement for the Premises. 14. MISCELLANEOUS PROVISIONS Section 14.1. No Waiver. The failure of either party to insist on strict performance of any term; covenant, or condition hereof, or to exercise any option herein contained, shall not be construed as a waiver of such term, covenant, condition or option in any other instance. Section 14.2 Written Modification. This License cannot be changed or terminated orally, but only by an instrument in writing signed by both parties. 8 Section 14.3. Access to Premises. Licensor may enter the Premises at any reasonable time or reasonable notice to Licensee for the purpose of inspection and to repair the Premises as required herein. Section 14.4 Captions The captions in this License are included for convenience only and shall not be taken into consideration in any construction or interpretation of this License or any of its provisions. Section 14.5. Partial Invalidity. If any provision of this License or the application thereof to any person or circumstances, shall to any extent be held invalid or unenforceable, the remainder of this License, or the application of such affected provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each provision of this License shall be valid and shall be enforced to the fullest extent permitted by law. It is further the intention of Licensor and Licensee that if any provision of this License is capable of two constructions, one of which would render the provision void and other of which would render the provision valid, then the provision shall have the meaning which renders it valid. Section 14.6. Waiver of Immunity. If Licensee is a charitable association, corporation, entity, or individual enterprise has or claims an immunity or exemption (statutory or otherwise) from and against liability for damage or injury to persons or property, Licensee hereby expressly waives its rights to plead defensively such immunity or exemption as against Licensor. Section 14.7. Removal of Personal Property. Upon termination of this License for any reason, Licensee shall have the right to remove from the Premises all art works and other personal property of Licensee, but may not remove improvements alterations, or fixtures which may not be removed without structural damage to the Premises. Section 14.8. Venue. Venue of any action brought under this License shall be in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas Fort Worth Division. Section 14.9. Entire Agreement. This License constitutes the entire agreement of the Licensor and Licensee and it supersedes any prior oral or written agreements concerning the Premises. [SIGNATURES APPEAR ON THE FOLLOWING PAGE ] 9 This License is executed by the parties to be effective as o ("Effective Date"). LICENSOR: CITY OF FORT WORTH Chew -- Fernando Costa Assistant City Manager ATTEST City Secretaryy'� 43.11e1r1olty p O a 0 to og 8=0 np r� Q4444QOOOO�po PCs' APPROVED AS TO FORM AND LEGALITY • (4.11y6eAL..--- ,/ Assistant City Attorney LICENSEE FORT WORTH INDEPENDENT SCHOOL DISTRICT By:'=amse Name: T ` eophlous A. Sims Title: President, Board of Education 10 2012 OFFICIAL RECORD C1TY SECRETARY FT PNORTf 8s `u'X Exhibit "A" PREMISES That certain two-story brick building known as Old Fire Station No. 10, consisting of a total of approximately 5,400 square feet located at 2804 Lipscomb Street in Fort Worth, Texas and the land on which said building is situated, Lots 23 and Lots 24, Block 12, South Hemphill Heights Addition 11 Exhibit "B" NATIONAL OBJECTIVE Based on the nature of the service provided, FWISD will maintain documentation that verifies that at least 51% of the clients served by FWISD program in the Premises are income eligible with current household incomes at or below 80% of AMI as established by HUD In order to meet this objective, FWISD will have each student enrolled in its program or receiving services from FWISD complete the attached Income Certification Form each year and will ensure that 51 % of the individuals receiving services are income eligible. 12 City of Fort Worth CERTIFICATION OF INCOME STATEMENT Applicant Name. Current Address: Phone #: Last Name First Name Household Members and Income (including applicant) Age Monthly Source Income **PERSONAL INFORMATION: (Check one in each item. Optional Information for Federal Reporting Purposes) a. ■ MALE b. 0 WHITE 0 BLACKJAFRICAN AMERICAN 0 BLACK/AFRICAN AMERICAN & WHITE ❑ FEMALE ■ AMERICAN INDIAN/ALASKAN NATIVE ■ASIAN ❑ AMERICAN INDIAN/ALASKAN NATIVE & WHITE 0 ASIAN & WHITE ❑ NATIVE HAWAIIAN/OTHER PACIFIC ISLANDER ❑ BALANCE/OTHER ❑ AMERICAN INDIAN/ALASKAN NATIVE & BLACK/AFRICAN AMERICAN c. ETHNICITY d. DISABLED e. IS OWNER/BORROWER WOMEN HEAD OF HOUSEHOLD HISPANIC ■ YES ❑ YES ❑ NON -HISPANIC ■ NO ■ NO ■ * TOTAL NUMBER OF FAMILY MEMBERS Total Anticipated Annual Household Income' (Include Yourself, Spouse, Children, etc.) Certification: I certify that the information I am providing is true and could be subject to verification at any time by a third party I also acknowledge that the provision of false information could leave me subject to the penalties of Federal, State and local law Signature of Applicant Date WARNING: TITLE 18, SECTION 1001 OF THE U.S. CODE STATES THAT A PERSON IS GUILTY OF A FELONY FOR KNOWINGLY AND WILLINGLY MAKING FALSE OR FRAUDULENT STATEMENTS TO ANY DEPARTMENT OF THE UNITED STATES GOVERNMENT. For use by funding agency: Household Size: Annual Income - Income Limit. Is Applicant Eligible: Person Making Determination: Date: Exhibit "C" SERVICES PERFORMED I. SERVICES PROVIDED BY FORT WORTH INDEPENDENT SCHOOL DISTRICT (FWISD) FWISD/NTC will provide the following services during the term specified in one or all of the following areas: • Adult Basic Education (ABE) grade level 0-8.9 Literacy • Adult Secondary Education (ASE/GED) grade level 9-12 (GED and Real -World Competencies) • English as a Second Language (ESL) and Citizenship II. COMPENSATION AND METHOD OF PAYMENT FWISD will pay all allowable costs as enumerated below: • Issue payment to teachers at a rate of $19 00 or $21 00 per hour • Issue payment to teacher aides (if justified) at a rate of $10 00 per hour • Issue payment to vendors for instructional materials and supplies • Issue payment to testers and/or instructional monitors III. TERMS AND CONDITIONS FWISD will require that the following be met for establishing and maintaining all classes: Staffing• • Instructors must hold a Bachelor's Degree; valid Texas Teacher Certificate preferred and approved by FWISD Personnel Department. • All staff members will meet minimum job qualifications and comply with professional development training as required by Texas Education Agency (TEA) and NTC/FWISD. • All instructional staff will be screened and selected by the FWISD, the Adult Education Department and become part-time employees of the FWISD. Enrollment and Retention: • Students 18 years of age or older, not currently enrolled in school 17 year olds may be admitted only with official TEA letter of withdrawal from their respective school district and parent permission. For program success, social security number or other official form of ID is requested • Class hours will be during the regular community center operation hours. • Student recruitment will be in cooperation with the city facility, area schools and neighborhood agencies. 13 • Equal opportunity is provided by the NTC/FWISD, for all students who participate in adult education programs without regard to sex, race, color, national origin, religion, or handicapping conditions. • A minimum of 25 students must be identified to establish a class • A minimum average class attendance of 18 students must be maintained on a monthly basis. • Classes having less than the required minimum average class attendance per month may be closed within one month. Written justification and evidence of improved attendance may be considered for continuation of the class. • No student tuition or fees shall be charged for adult education as a condition for membership and participation in class. Record Keeping and Reporting• • All student enrollment information, progress records and student books will be kept in a secured space • The Instructor will submit the student records and reports as required by the NTC/FWISD Adult Education Department • Student Portfolios • Student Enrollment Records/Student Profile Sheets • Student Attendance Records • Monthly Average Class Attendance (ACA) • Student Evaluations of Teacher and Site • Student Success Stories (minimum 2 per site) • Student Follow -Up Survey Forms V. PROGRAM SUPERVISION Monitoring, coordination and supervision of the program and staff will be the responsibility of the FWISD in compliance with all pertinent federal, state, and local regulations and guidelines. IV. FUNDING Notwithstanding anything provided to the contrary it is expressly understood and agreed that the payments due and owing under this Agreement are limited and expressly subject to the availability and receipt of funds by the FWISD from the TEA, as designated for the aforementioned educational programs to educationally disadvantaged adults. 14