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HomeMy WebLinkAbout1998-363ORDINANCE NO 9F- ,?(,P,-5 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH THE DENTON FAMILY RESOURCE CENTER, INC TO PROVIDE CHILD ABUSE PREVENTION SERVICES IN ACCORDANCE WITH A GRANT AND CONTRACT WITH THE CHILDREN'S TRUST FUND OF TEXAS, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, Ordinance No 98-185 authorized the City Manager to make application to the Children's Trust Fund of Texas to obtain a grant for a family resource center and to execute a contract with the Children's Trust Fund of Texas to provide child abuse prevention services, and WHEREAS, it is necessary to contract with the Denton Family Resource Center, Inc ("DFRC") to provide child abuse prevention services to implement the grant, and WHEREAS, this contract is not required to be competitively bid due to the fact that the Children's Trust Fund of Texas grant was awarded to the City of Denton, with the City of Denton acting as the fiscal agent for the DFRC, and the DFRC is the only source in Denton that can provide these services under the terms and conditions of the grant and is a non-profit organization which will provide significant financial or other management services and benefits to the City in accordance with the requirements of the grant and in accordance with Tex Loc Gov't Code §252 022(a)(7)(f), and WHEREAS, the City Council deems it in the public interest to enter into a contract with the DFRC, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to enter into a contract with the DFRC, substantially in accordance with the attached contract, which is made a part of this ordinances for all purposes, to provide a family resource center and child abuse prevention services, subject to all the conditions and terms of the contract which the City Manager is entering into with the Children's Trust Fund of Texas under the authority granted in Ordinance No 98-185 SECTION II That the City Manager is hereby authorized to make the expenditures as outlined in the attached contract SF4TION III, That the City Council has found and determined that the meeting at which this ordinance is considered is open to the public and that notice thereof was given in accordance with the Texas Open Meetings Act, Tex Gov't Code ch 551, as amended SECTION IV That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 3�i day of�1998 ATTEST JENNIFER WALTERS, CITY SECRETARY BY AP VED A TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY ;4� �. JAC LLER, MAYOR Page 2 1998 -1999 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON FAMILY RESOURCE CENTER, INC This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the Denton Family Resource Center, Inc, a non-profit corporation, P 0 Box 2242, Denton, Texas 76201, hereinafter referred to as "Organiza- tion", WHEREAS, City has determined that the proposal for services ments assistance and can pro- vide needed services to citizens of City and has accepted funds from the Children's Trust Fund of Texas ("CTF") for the purpose of paying for contractual services, NOW, THEREFORE, the parties hereto mutually agree as follows I SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used Provide a Family Resource Center to offer access to information and assistance regarding the education, health, and general well-being of their children and to provide child abuse prevention services Organization shall perform those services described in the Plan of Operation herein attached as Exhibit A II OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organization agrees to the following terms and conditions A A sum not to exceed Sixty-five Thousand Two Hundred Sixty Dollars ($65,260) may be paid to Organization by City on a quarterly reimbursement basis, subject to payment of money to the City by CTF on a cost -reimbursement basis in accordance with that certain Contract for Child Abuse Prevention Services Children's Trust Fund of Texas Council between the City and CTF, hereinafter referred to as "CTF Contract Form 1000, August, 1998" The only expenditures reirlibursed from these funds shall be those in accordance with the project budget, attached hereto as Exhibit B and incorporated herein by reference, for those expenses listed in the scope of services as provided herein Organization shall not utilize these funds for any other purpose B Organization will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program The system will be based on generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants C Organization will permit authorized officials of City to review its books at any time Page 1 D Organization will reduce to writing all of its rules, regulations, and policies and file a copy with City's Community Development Office along with any amendments, additions, or revisions whenever adopted E Organization will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement F Organization will promptly pay all bills when submitted unless there is a discrepancy in a bill, any 'errors or discrepancies in bills shall be promptly reported to City's Assistant City Manager for Finance, or her authorized representative, for further direction G Organization will appoint a representative who will be available to meet with City's Assistant City Manager for Finance and other City officials when requested H Organization will establish a method to ensure the confidentiality of records and other informa- tion relating to clients subject to applicable federal and state law, rules, and regulations, includ- ing but not limited to the Public Information Act, chapter 552 of the Texas Government Code This provision does not limit CTF's or City's right of access to client case records or other in- formation relating to clients served under this Agreement Organization will indemnify and hold harmless City, its officers and employees, from any and all claims and suits ansmg out of the activities of Organization, its employees, and/or contrac- tors Organization will submit to City copies of year-end audited financial statements K Organization shall fully comply with all the requirements of the CTF Contract, including, without limitation, all the requirements and federal and state law, rules, regulations, and guide- lines, and all the requirements of Section III of said CTF Contract, a true and correct copy of which is attached to this Agreement as Exhibit C and made a part of this Agreement for all pur- poses In particular, Organization agrees to do the following Adhere to federal and state law, rules, regulations, and guidelines provided in the CTF Handbook and Guide to Procedures for Grants made available on an annual basis 2 a Comply with Title VI of the Civil Rights Act of 1964 (Public Law 88-352), Section 504 of the Rehabilitation Act of 1973 (Public Law 93-112), the Americans with Disabilities Act of 1990 (Public Law 101-336), and all amendments to each, and all requirements imposed by the regulations issued pursuant to these acts These provide, in part, that no persons in the United States shall, on the grounds of race, color, national origin, sex, age, disability, political beliefs, or religion be excluded from participation in, or denied, any aid, care, service, or other benefits provided by federal and/or state funding, or otherwise be sub- jected to discrimination b Comply with the requirements of the Immigration Reform and Control Act of 1986 Page 2 regarding employment verification and retention of verification forms for any individu- als hired on or after November 6, 1986, who will perform any labor or services under any contract between Organization, CTF, and City c Comply with Health and Safety Code §85 113 (relating to workplace and confidenti- ality guidelines regarding AIDS and HIV) 3 Comply with appropriate state licensing or certification requirements and with standards prescribed by the Secretary of the United States Department of Health and Human Services 4 a Report any suspected case of abuse or neglect to the Texas Department of Protective and Regulatory Services (DPRS) or a local law enforcement agency office as required by Act of April 20, 1995, 74th Leg, Reg Sess , ch 20, §1, 1995 Tex Sess Law Sery 113, 260 (Vernon) (to be codified as Tex Fam Code Ann §261 101 et seq ) b Verify and disclose, or cause its employees and volunteers to venfy and disclose, cnmi- nal history and any current criminal indictment involving an offense against the person, an offense against the family, or an offense involving public indecency under the Texas Penal Code as amended, or an offense under the Texas Controlled Substances Act, Tex Rev Civ Stat Ann art 4476-15 as amended This verification and disclosure will be required of all who have direct contact with clients c Comply with Texas state law (Texas Business Corporation Act, Article 2 45) which re- quires that no state agency may contract with a "for profit' corporation that is delinquent in its state franchise tax payments By signing this contract, the Contractor certifies that its corporation (if applicable) is current in its state franchise payments d Under Section 231006, Family Code, the Contractor or applicant certifies that the busi- ness entity named in this contract is not ineligible to receive the specified grant and ac- knowledges that this contract may be terminated and payment may be withheld if this certi- fication is inaccurate Be subject to an audit by a Certified Public Accountant and provide a copy of the audit to City and CTF Organization is expected to create and maintain adequate and auditable fis- cal records, such as annual financial statements, tax returns, and agency budgets may be re- quired and shall be made available to City or CTF upon request Use generally accepted accounting procedures as recognized by the American Institute of Certified Public Accountants and follow CTF financial management policies and proce- dures in maintaining fiscal records required to be kept under this Agreement 7 Hold the CTF of Texas and City harmless and indemnify the CTF Council and City, their officers, and employees, from and against all claims, demands, and causes of action which may be asserted by any third party in connection with the performance of contracted serv- ices Page 3 Provide services in accordance with the Plan of Operation and allow CTF and City to monitor same Some possible methods may include on -site visits, document review, ques- tionnaires, or interviews 9 Participate fully in any evaluation study of this program authorized by CTF or City 10 Not transfer or assign tlus Agreement without the prior written consent of CTF and City 11 Establish a method to ensure the confidentiality of records and other information relating to clients subject to applicable federal and state laws, rules, and regulations, including but not limited to the Public Information Act, chapter 552 of the Texas Government Code This provision does not limit City's or CTF's right of access to client case records or other information relating to clients served under this or the City/CTF agreement a Submit billings for services and statistical documentation as required by CTF and City to be received on the 15' day following the last day of each quarter in which the service is provided Non -receipt of the required billing and statistical documentation by tlus date will be considered failure to comply with the Agreement Failure to comply is validlustifica- tion for immediate termination of this Agreement and/or nonpayment of the billings or any portion of the billings that are not received within the specified time limit The Organiza- tion further agrees to certify the amount of local financial participation directly supporting the service being purchased with each request for payment submitted to CTF and City for reimbursement b Submit performance reports quarterly or as required by CTF and City to be received by the 15' day following the last day of each quarter in which the service is provided Non - receipt of the required performance reports will be considered failure to comply with the Agreement Failure to comply is valid justification for immediate termination of this Agreement The Organization agrees that the information submitted is true and accurate The Organization further agrees to supply documentation to City and CTF for the purposes of verifying reported information if requested 12 Make available at reasonable times and for reasonable periods client records, books, and supporting documents pertaining to services provided for inspecting, photocopying mom- toring, auditing, or evaluating by CTF and City personnel or their representatives or other state or federal representatives 13 Maintain and keep financial and supporting documents, statistical records, and other records pertinent to the services for which a claim was submitted The records and documents will be kept for a minimum of three (3) years after the termination of the Agreement If any litigation, claim, or audit involving these records begins before the three-year period ex- pires, the Organization will keep the records and documents for not less than three (3) years and until all litigation, claims, or audit findings are resolved The case is considered re- solved when a final order is issued in litigation, or a written agreement is entered into be- tween CTF and City and City and Organization Organization will keep records of nonex- pendable property acquired under the Agreement for three (3) years after final deposition Page 4 of the property Contract period means the beginning date through the ending date speci- fied in the original agreement, extensions are considered to be separate contract penods The contract period of an original agreement or renewal shall not exceed one year in dura- tion A contract may be renewed only twice, unless certain circumstances as determined by the CTF Council and City require an extension of the period 14 Account for program income related to projects financed in whole or in part with state funds or implemented on behalf of the CTF program Program income means gross income earned by the Organization from contract -supported activities Program income earned during the contract period shall be retained by the Organization and, in accordance with the Agreement, shall be • Added to funds committed to the program by CTF and City and Organization and be used to further eligible program objectives, or • With prior approval, used to finance the local match share of the program Records must be maintained to indicate deposit of funds back to the Children's Trust Fund of Texas program If more than one source provides momes for activities generating pro- gram income, amounts deposited must be pro -rated 15 Notify CTF and City immediately of any significant change affecting the Organization and Organization's identity, such as ownership or control, name change, governing board mem- bership, vendor identification number, and personnel changes affecting the contracted services Changes must be provided in writing to CTF and City within 10 working days after the changes are effective 16 Refrain from entering into any subcontract for services without prior approval in writing by CTF and City of the qualifications of the subcontractor to perform and meet the stan- dards of this Agreement and its attached Plan of Operation All subcontracts entered into by the Organization will be subject to the requirements of this Agreement The Orgamza- tion agrees to be responsible to CTF and City for the performance of any subcontractor 17 Be responsible for any audit exception or other payment irregularity in the program covered by this Agreement, and all subcontracts, which is found after monitoring or auditing by CTF and City or the United States Department of Health and Human Services, and be re- sponsible for the collection and proper reimbursement to CTF and City of any amount paid in excess of the proper billing amount 18 Place prominent notices allowing the funding Organization receives from CTF and City in all of its literature that describes services covered by this Agreement These notices will also appear in the Organization's annual report, if any 19 Acknowledge CTF and City copyright ownership for all materials, published and unpub- lished, that are created with CTF and City funds All original works of authorship created using CTF and City funds shall be deemed a work -made -for -hire CTF shall own the copy - Page 5 right and all other rights in such a work In the event that it is determined not to be a work - made -for -hue, Organization hereby assigns all rights in the works, including any copyright, to CTF CTF agrees to provide the developer of the work a non-exclusive, royalty -free li- cense to use, reproduce, display, and distribute the work CTF shall be a co-owner of the copyright of a work that is created with more than one source of funding as provided by the United States Copyright Law CTF has the right to use, reproduce, and distribute any mate- nal written or produced by the Organization that is the subject of this Agreement If the Organization is no longer in operation for any reason, all materials produced with CTF funds must be returned to CTF, or, with CTF and City approval, may be transferred to an- other agency 20 Organization shall defend, indemnify, and hold harmless CTF, City and the State of Texas and their officers, employees, and agents against any claim, suit, or proceeding brought against the State of Texas, CTF, or City on the issues of infringement of any copyright, trademark, patent, or other intellectual property rights, by any product part, supplied by Or- ganization to CTF or City under this Agreement The Organization will pay, subject to limitations specified in this paragraph, any final judgment entered against the State of Texas, CTF, or City on tlus issue in any suit or proceeding defended by the Organization The Organization, at its sole option, will be relieved of this obligation if within 30 days after CTF and City receive notice, CTF and City fail to notify the Organization in writing of any claim, suit, or proceeding, and at the Organization's expense, give the Organization all information needed to settle an/or defend any claim, suit, or proceeding The Organiza- tion will report to the CTF and City within 10 days and in reasonable written detail, each notice of claim of copyright infringement based on the performance of this Agreement of which the Organization has knowledge 21 Not use funding under this Agreement to influence the outcome of elections or the passage or defeat of any legislative measures Organization is not a registered lobbyist and is not required under Tex Gov't Code ch 305 to register as a lobbyist 22 All notices given regarding this Agreement shall be sent to the following addresses Children's Trust City of Denton Denton Family Resource Fund of Texas Community Development Office Center, Inc 1884 State Highway 71 West 100 W Oak, Suite 208 P O Box 2242 Cedar Creek, Texas 78612 Denton, Texas 76201 Denton, TX 76202 III TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Organization within the fol- lowing time frame September 1, 1998 through August 31, 1999, unless the contract is sooner terminated under Section VIII "Suspension or Termination" Page 6 IV PAYMENTS A Payments to Organization City shall pay to Organization a maximum amount of money not to exceed Sixty-five Thousand Two Hundred Sixty Dollars ($65,260) for services rendered un- der and in full accordance with the terms of this Agreement and the attached Plan of Operation, contingent on receipt of funds by City from CTF under the CTF Contract Payments will be based on a projection of quarterly expenditures with reconciliation at the end of the quarter Documentation of expenditures must be submitted to the Community Development Office by the 10' day following the last day of the month of the quarter in which the service was provided Organization's failure to provide the information on a timely basis, mayjeopardize present or future funding B Costs shall be considered allowable only if incurred directly specifically in the performance of and in compliance with this Agreement and in conformance with the standards and provisions of Exhibits A and B C Approval of Organization's budget, Exhibit B, does not constitute prior written approval, even though certain items may appear herein City's prior written authorization is required in order for the following to be considered allowable costs 1 Encumbrance or expenditure during any one month period which exceeds one-fourth (1/4) of the total budget as specified in Exhibit B 2 City shall not be obligated to any third parties, including any subcontractors of Organiza- tion, and City funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement Written requests for prior approval are Organization's responsibility and shall be made within sufficient time to permit a thorough review by City Organization must obtain written approval by City prior to the commencement of procedures to solicit 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 in its entirety in accordance with the provisions of this Agreement D Excess Payment Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines has resulted in overpayment to Organization, or 2 has not been spent strictly in accordance with the terms of this Agreement, or is not supported by adequate documentation to fully justify the expenditure Page 7 E Deopligation of Funds In the event that actual expenditures deviate from Organization's provision of a corresponding level of performance, as specified in Exhibit A, City hereby re- serves the right to reappropriate or recapture any such under expended funds F Contract Close Out Organization shall submit the contract close out package to City, together with a final expenditure report, for the time period covered by the last invoice requesting reim- bursement of funds under this Agreement, within fifteen (15) working days following the close of the contract period Organization shall utilize the form agreed upon by City and Organiza- tion V PROGRAM INCOME A For purposes of this Agreement, "program income" means earnings of Organization realized from activities resulting from this Agreement or from Organization's management of funding provided or income from interest, usage or rental or lease fees, income produced from contract - supported services of individuals or employees or from the use or sale of equipment or facilities of Organization provided as a result of this Agreement, and payments from clients or third par- ties for services rendered by Organization under this Agreement B Organization shall maintain records of the receipt and disposition of program income in the same manner as required for other contract funds, and reported to City in the format prescribed by City City and Organization agree that any fees collected for services performed by Organi- zation shall be spent only for service provision These fees or other program income will be de- ducted from the regular payment request C Organization shall include this Section in its entirety in all of its sub -contracts which involve other income -producing services or activities D It is Organization's responsibility to obtain from City a prior determination as to whether or not income ansmg directly or indirectly from tlus Agreement, or the performance thereof, consti- tutes program income Organization is responsible to City for the repayment of any and all amounts determined by City to be program income, unless otherwise approved in writing by City VI EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored Organization agrees to make available its financial records for review by City at City's discretion In addition, Organization agrees to provide City the following data and reports, or copies thereof A All external or internal audits Organization shall submit a copy of the annual independent audit to City within ten (10) days of receipt Audit will be conducted by a certified public accountant B All external or internal evaluation reports Page 8 C Quarterly performance/beneficiary reports to be submitted in January, April, July and Septem- ber D Organization agrees to submit quarterly financial statements in January, April, July, and Sep- tember Each statement shall include current and year-to-date period accounting of all revenues, expenditures, outstanding obligations and beginning and ending balances E An explanation of any major changes in program services F To comply with this section, Organization agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services per- formed under this Agreement Organizations record system shall contain sufficient documenta- tion to provide in detail full support and Justification for each expenditure Organization agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of funds under this Agreement for the period of time and under the conditions specified by the City G Nothing in the above subsections shall be construed to relieve Organization of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement VII DIRECTORS' MEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Directors, setting forth the time and place thereof Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed Organization understands and agrees that City's representa- tives shall be afforded access to all meetings of its Board of Directors Minutes of all meetings of Organization's governing body shall be available to City within ten (10) working days of approval VIII SUSPENSION OR TERMINATION A The City may terminate this Agreement with cause if the Organization violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bank- ruptcy, dissolution, or receivership, or the Organization's violation of any law or regulation to which it is bound under the terms of this Agreement B This agreement is subject to cancellation, either in whole or in part, and on the availability of state and/or federal funds If funds for the agreement become unavailable during any budget pe- nod, and CTF is unable to obtain additional funds, then this agreement will be terminated or re- duced Termination under this section shall not subject CTF to a penalty or other claims C The City may terminate this Agreement for convenience at any time If this Agreement is terminated for convenience by the City, Organization will be paid an amount not to exceed the Page 9 total amount of accrued expenditures as of the effective date of termination In no event will this compensation exceed an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of Organization covered by the Agreement, less payments previously made In case of suspension, City shall advise Organization, in writing, as to conditions precedent to the resumption of funding and specify a reasonable date for compliance In case of termination, Organization will remit to City any unexpended City funds Acceptance of these funds shall not constitute a waiver of any claim City may otherwise have ansmg out of this Agreement IX WARRANTIES ORGANIZATION represents and warrants that A All information, reports and data heretofore or hereafter requested by City and fimushed 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 requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condi- tion of Organization C No litigation or legal proceedings are presently pending or threatened against Organization D None of the provisions herein contravenes or is in conflict with the authority under which Organization is doing business or with the provisions of any existing indenture or agreement of Organization E Organization 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 F None of the assets of Organization are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Organization to City Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment Page 10 X CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly pro- vide that another method shall be used B Organization may not make transfers between or among approved line -items within budget categories set forth in Exhibit B without prior written approval of the Community Development Administrator for the City Organization shall request, inwnting, the budget revision in a form prescribed by City, and such request for revision shall not increase the total monetary obligation of City under this Agreement In addition, budget revisions cannot significantly change the na- ture, intent, or scope of the program funded under this Agreement C Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is altered according to the total lev- els contained in any portion of Exhibit B D It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement Any such modifi- cations are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation E City may, from time to time during the term of the Agreement, request changes in Exhibit A which may include an increase or decrease in the amount of Organization's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of City G Organization agrees to notify City of any proposed change in physical location for work per- formed under this Agreement at least thirty (30) calendar days in advance of the change H Organization shall notify City of any changes in personnel or governing board composition It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted XI INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that City is contracting with Organization as an independent contractor and that as such, Organization shall save and hold City, its officers, agents and employees harmless from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, de - Page 11 mands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of Organization B. Organization agrees to provide the defense for, and to indemnify and hold harmless City its agents, employees, or contractors from any and all claims, suits, causes of action, de- madds, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of City, its agents or employees XII INSURANCE A Organization shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement B The premises on and in which the activities described in Exhibit A are conducted, the employees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Owner/Tenant" coverage with City named as an additional insured Upon request of Or- ganization, City may, at its sole discretion, approve alternate insurance coverage arrangements C Organization will comply with applicable workers' compensation statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for pro- gram participants, if applicable D Organization will maintain adequate and continuous liability insurance on all vehicles owned, leased, or operated by Organization All employees of Organization who are required to drive a vehicle in the normal scope and course of their employment must possess a valid Texas Driver's license and automobile liability insurance Evidence of the employee's current posses- sion of a valid license and insurance must be maintained on a current basis in Organization's files E Actual losses are not covered by insurance as required by this Section are not allowable costs under this Agreement, and remain the sole responsibility of Organization F The policy or policies of insurance shall contain a clause which requires that City and Organiza- tion be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation XIII CONFLICT OF INTEREST A Organization covenants that neither it nor any member of its governing 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 Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or ap- pointed as a member of its governing body Page 12 B Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gam for himself/herself, or others, par- ticularly those with which he/she has family, business, or other ties C 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 personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest, or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof XIV NEPOTISM Organization shall not employ in any paid capacity any person who is a member of the immedi- ate family of any person who is currently employed by Organization, or is a member of Organization's governing board The term "member of immediate family" includes wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step -child, half-brother and half-sister XV NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses CITY City of Denton, Texas Attn City Manager 215 E McKinney Denton, TX 76201 ORGANIZATION Director Denton Family Resource Center P O Box 2242 Denton, TX 76201 Either party may change its marling address by sending notice of change of address to the other at the above address by certified mail, return receipt requested XVI MISCELLANEOUS A Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim ansmg thereunder to any party or parties, bank, trust company or other fi- nancial institution without the prior written approval of City B If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto Page 13 C In no event shall any payment to Organization hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions 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 Organization Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved No representative or agent of City may waive the effect of this provi- sion, D This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropri- ate, recorded as an amendment of this Agreement E In the event any disagreement or dispute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws, ordinances, or regulations, City as the party ultimately responsible to HUD for matters of com- pliance, will have the final authority to render or to secure an interpretation F This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas IN WITNESS WH,FxjtEOF, the}�artie�s"�do hereby affix their signatures and enter into this Agreement as of the /�_ day of 2!gyy�ld, 1998 ATTEST, JENNIFER WALTERS, CITY SECRETARY BY APP VED A TO LEGAL FORM HERBERT PROUTY, CITY ATTORNEY CITY OF DENTON, TEXAS m MANAGER Page 14 ATTEST \ ti� SECRETARY S \Our Documents\Contracts\98\DFRCCTF doe DENTON FAMILY RESOURCE CENTER, INC BY D ,- �26. 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