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HomeMy WebLinkAbout1996-294E \WPDOCS\ORD\SPAN ORD ORDINANCE NO AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND PROVIDING FOR THE AWARD OF CONTRACTS FOR SERVICES, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council has solicited, received and tabulated competitive bids for services in accordance with the procedures of State law and City ordinances, and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the services described in the bid invitation, bid proposals and plans and specifications therein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SSEECTION I That the following competitive bids for the services, as described in the "Bid Invitations," "Requests For Proposals," "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids BID NUMBER CONTRACTOR AMOUNT 1978 SPAN, INC $26,000 00 SECTION II That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for the services herein accepted and approved, until such person shall comply with all requirements specified in the bid Invitations or Requests for Proposals, and insurance certificate after notification of the award of the bid SECTION III That the City Manager is hereby authorized to execute all necessary written contracts for the performance of the services in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to bidders and bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities and specified sums contained therein SSFCTION IV That upon acceptance and approval of the above competitive bids and the execution of contracts for the services as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the /V- day of � 1996 JACK ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY II -VA APPIt6VED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY PAGE 2 DATE DECEMBER 17, 1996 [GRIVORIM16jinamRY TO Mayor and Members of the City Council FROM Ted Benavides, City Manager SUBJECT BID # 1978 - CONGREGATE AND HOME DELIVERED MEAL PROGRAM FOR SENIOR CITIZENS RECOMMENDATION: We recommend this bid be awarded to the single respondent, SPAN, Inc, in the amount of $26,000 00 SUMMARY- This bid is for providing congregate and home delivery of meals for senior citizens This program provides a hot noon meal at two locations in the City of Denton, (MLK Recreation Center), and Denton Senior Center as well as home delivered meals including residents at Heritage Oaks The program targets at risk, low income, frail, and minority elderly PROGRAMS, DEPARTMENTS OR GROUPS AFFECTED. SPAN Inc, CDBG Division and Citizens of Denton participating in the program FISCAL IMPACT: General Fund monies have been appropriated for this program Account # 100- 051-015M-8932 Respectfully submitted 'Ted Benavides City Manager Approved Name Tom D Shaw, C P M Title Purchasing Agent 806 AGENDA E \WPDOCS\K\SPAN97 WPD 1996 - 1997 AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND SERVICES PROGRAM FOR AGING NEEDS, INCORPORATED 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 Services Program for Aging Needs, Incorporated, 1800 Malone, Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as "Organization", WHEREAS, City's Human Services Committee (HSC) has reviewed the services of Organization and has determined that Organization performs an important service for the residents of Denton without regard to race, religion, color, age or national origin, and HSC recommends funding Organization, and WHEREAS, City has determined that Organization merits assis- tance and has provided for Twenty-six Thousand Dollars in its budget, 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 A To provide congregate and home -delivered meals to elderly citizens at the Denton Senior Center, Martin Luther King Center, and Heritage Oaks Community Center B Organization shall perform those services described in the Work Statement herein attached as Exhibit A II. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organiza- tion agrees to the following terms and conditions A Twenty-six Thousand Dollars ($26,000 00) may be paid to Organization by City, and the only expenditures reimbursed 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 It 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 C It will permit authorized officials of City to review its books at any time D It 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 It will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement F At the discretion of City, Organization may be required to refund the balance of the special account to City at the end of Organization's fiscal year G It 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 Executive Director of Finance, or her authorized representative, for further direction H It will appoint a representative who will be available to meet with City's Executive Director of Finance and other City officials when requested I It will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors, and save and hold City harmless from all liability, including costs, expenses and attorneys fees, for or on account of, any claims, audit exceptions, suits, or damages of any character whatsoever, resulting in whole or in part from the performance or omission of any act of any employee, agent or representative of Organization J It will submit to City copies of year-end audited financial statements III. TIME OF PERFORMANCE The services funded by City shall be undertaken by Organization within the following time frame October 1, 1996 through September 30, 1997 IV PAYMENTS A Payments to Organization City shall pay to Organization an amount of money not to exceed Twenty-six Thousand Dollars ($26,000 00) for services rendered under this Agreement City will pay these funds on a reimbursement basis to Organization within PAGE 2 ,V twenty days after City has received supporting documentation Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding B 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 1) has resulted in overpayment to Organization, or 2) has not been spent strictly in accordance with the terms of this Agreement, or 3) is not supported by adequate documentation to fully justify the expenditure C During any one month period, Organization will not request more than one -fifth (1/5) of the total budget as specified in Exhibit B D Deobligation of Funds In the event that actual expendi- tures deviate from organization's provision of a corresponding level of performance, as specified in Exhibit A, City hereby reserves the right to reappropriate or recapture any such under - expended funds E 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 reimbursement 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 Organization V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously moni- tored 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 B All external or internal evaluation reports C Quarterly performance reports to be submitted in January, April, July and September, to include the following data PAGE 3 1 Number of seniors served each month 2 Income level of seniors participating in program 3 Race and/or ethnicity of participating seniors D Organization agrees to submit quarterly financial state- ments in January, April, July, and September Each statement shall include expenses and income, outstanding obligations and beginning and ending balances VI. DIRECTORS' MEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Direc- tors, 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 representatives 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 VII. SUSPENSION OR TERMINATION City may suspend or terminate this Agreement and payments to Organization, in whole or part, for cause Cause shall include but not be limited to the following A Organization's improper or inept use of funds, B Organization's failure to comply with the terms and conditions of this agreement, C Organization's submission of data and/or reports that are incorrect or incomplete in any material respect, D Appointment of a trustee, receiver of liquidator for all or a substantial part of Organization's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against Organization, or E City determines that the carrying out of this Agreement is impossible or infeasible In case of suspension, City shall advise Organization, in PAGE 4 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 arising out of this Agreement VIII. EQUAL OPPORTUNITY A Organization will submit for City approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective date of this Agreement B Organization shall comply with all applicable equal employment opportunity and affirmative action laws or regulations C Organization will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations D In the event of Organization's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City IX. WARRANTIES ORGANIZATION represents and warrants that A All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City B Any supporting financial statements heretofore 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 condition 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 PAGE 5 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 sub]ect 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 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 provide 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 Coordinator for the City Organization shall request, in writing, 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 nature, 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 levels 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 modifications 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 31 0 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 performed 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 I 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, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of 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, demands, damages, losses, attorney fees, expenses, and liability arising out of the use of these contracted funds and program administration and implementation except to the extent caused by the willful act or omission of City, its agents or employees. XII. 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 appointed as a member of its governing body 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 PAGE 7 is or gives the appearance of being motivated by desire for private gain for himself/herself, or others, particularly 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 XIII NEPOTISM Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is cur- rently 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 XIV. COMPLIANCE WITH STATE and LOCAL LAWS CONTRACTOR shall comply with all laws of the United States of America and the State of Texas and ordinances of the City of Denton in the performance of this contract XV. REPRESENTATIONS A CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Contract B The person or persons signing and executing this Contract on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Contract on behalf of CONTRACTOR and to validly and legally bind CONTRACTOR to all terms, performances and provisions herein set forth C CITY shall have the right, at its option, to either temporarily suspend or permanently terminate this Contract if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Contract to enter into this Contract CONTRAC- TOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Contract if CITY has sus- pended or terminated this Contract for the reasons enumerated in this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Contract will in no way be sub- stituted for funds and resources from other sources, nor in any way serve to reduce the resources, services, or other benefits which would have been available to, or provided through, CONTRACTOR had this Contract not been executed XVI. COVENANTS During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not, without the prior written consent of CITY's Executive Director of Planning and Development or his authorized representative (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acquired by it, or permit any pre-existing mort- gages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the per- formance of this Contract and with respect to which CITY has ownership hereunder (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due (3) Sell, convey, or lease all or substantial part of its assets (4) Make any advance or loan to, or incur any liability for any other firm, person, entity or corporation as guaran- tor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Com- munity Development Office XVII. MAINTENANCE OF RECORDS A CONTRACTOR agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of the funds received under this Contract, in compliance with the PAGE 9 provisions of Exhibit B, attached hereto, and with any other ap- plicable Federal and State regulations establishing standards for financial management CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and ]ustification for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Contract or any ap- plicable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees to retain all books, records, docu- ments, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of funds under this Contract for the period of time and under the conditions specified by CITY C Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Contract D At any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records and shall permit CITY, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data requested by said representatives XVIII. REPORTS AND INFORMATION At such times and in such form as CITY may require, CON- TRACTOR shall furnish such statements, records, data and informa- tion as CITY may request and deem pertinent to matters covered by this Contract CONTRACTOR shall submit quarterly beneficiary and financial reports to CITY no less than once each three months The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by CITY The financial report shall include information and data relative to all programmatic and financial reporting as of the beginning date specified in Section I of this Contract Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an audit conducted by independent examiners within ten (10) days after receipt of such XIX. INSURANCE A CONTRACTOR shall observe sound business practices with PAGE 10 respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Contract B CONTRACTOR shall obtain, for the premises on and in which the activities described in Exhibit A are conducted, and for the employees conducting these activities, premise liability insurance, commonly referred to as "Owner/Tenant" coverage, with CITY named as an additional insured Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrange- ments C CONTRACTOR will comply with applicable workers' compensa- tion statutes and will obtain employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable D CONTRACTOR will maintain adequate and continuous liability insurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR 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 possession of a valid license and insurance must be maintained on a current basis in CONTRACTOR's files E Actual losses not covered by insurance as required by this Section are not allowable costs under this Contract, and remain the sole responsibility of CONTRACTOR F The policy or policies of insurance shall contain a clause which requires that City and Contractor be notified in writing of any cancellation or change in the policy at least thirty (30) days prior to such change or cancellation XX. IL POLICIES CONTRACTOR shall establish and maintain personnel policies which shall be available for examination Such personnel policies shall A Be no more liberal than CITY's personnel policies, pro- cedures, and practices, including policies with respect to employ- ment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY XXI. NOTIFICATION OF ACTION BROUGHT In the event that any claim, demand, suit or other action is made or brought by any person (s), firm, corporation or other entity against CONTRACTOR, CONTRACTOR shall give written notice thereof to PAGE 11 CITY within two (2) working days after being notified of such claim, demand, suit or other action Such notice shall state the date and hour of notification of any such claim, demand, suit or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that instituted or threatened to institute any type of action or proceeding, the basis of such claim, action or proceeding, and the name of any person(s) against whom such claim is being made or threatened Such written notice shall be delivered either personally or by mail XXII. 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 ORGANIZATION City of Denton, Texas Director Attn City Manager SPAN 215 E McKinney P O Box 13427 Denton, TX 76201 Denton, TX 76201 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested XXIII. MISCELLANEOUS A Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial 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 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 consti- tute 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 PAGE 12 waive the effect of this provision 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 Contract or its governing rules, codes, laws, ordinances or regulations, CITY as the party ultimately responsible to HUD for matters of compliance, 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 ]urisdiction sitting in Denton County, Texas IN WITNESS WHEREOF, the parties do hereby affix their signa- tu es and enter into this Agreement as of the day of 1L`-- 1996 CITY OF DENTON, TEXAS BY _ TED BENAVIDES, CITY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY SPAN PAGE 13 FANPOD" �112161114mv BY DIRECTOR PAGE 14 EXHIBIT "A" WORK STATEMENT 19:h1M SPAN will provide congregate and home -delivered meals to elderly citizens at the Denton Senior center, Martin Luther King Center, and Heritage Oaks Community Center EXHIBIT "B" GENERAL FUND BUDGET City of Denton Funding $26,000 00 Monthly Request for Meals $ 2,166 66