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HomeMy WebLinkAbout1999-455\\CH LGL\VOLT\SHARED\DEP RLGL\Our Docurnents\Ordmances\990us One Contract doe ORDINANCE NO 7 Y� AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH INTERFAITH MINISTRIES OF DENTON, INC TO ADMINISTER THE P-L-U-S- ONE PROGRAM, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton P-L-U-S-One Program allows funds to be contributed to help customers with hardships to pay their utility bills, and WHEREAS, Interfaith Ministries of Denton, Inc is a non-profit corporation which is well equipped to administer and distribute these funds to the proper customers and will deduct only for administrative fees when other funds are not available to cover such charges, and WHEREAS, Guidelines for the program called P-L-U-S-One has been developed to ensure that funds will be properly accounted for and distributed, NOW THEREFORE THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS SECTION 1 That the City Manager is hereby authorized to execute a contract with Interfaith Mimstnes of Denton, Inc in substantially the same form of the attached contract Exhibit "A" and made a part of this ordinance for all purposes SECTION 2 That this ordinance shall become effective immediately upon its passage and approval `/ PASSED AND APPROVED this the IKI- day of , 1999 JACK ER, MAYOR ATTEST, JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY (ft n Z AGREEMENT BETWEEN THE CITY OF DENTON AND INTERFAITH MINISTRIES OF DENTON, INC. This Agreement is made and entered into by and between the City of Denton, a Texas municipal corporation, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Interfaith Ministries of Denton, Inc, P O Box 1744, Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received certain charitable contributions to help utility customers who face termination of services due to financial hardship through the P-L-U-S-One Program, and WHEREAS, CITY wishes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described TERM This Agreement shall commence on or as of October 1, 1999, and shall terminate on September 30, 2000, unless sooner terminated in accordance with Section XXII "Termination" The CITY, however, has the option to renew the contract for up to two additional one year term, upon the same terms and conditions of this contract, if the CITY's representative gives written notice to the CONTRACTOR at least 30 days before the expiration of the contract or renewal II RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described in the Guidelines for the P-L-U-S-One Program attached hereto as Exhibit A, and incorporated herein by reference, in a satisfactory and efficient manner as determined by CITY, in accordance with the terns herein CITY will consider CONTRACTOR's executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters pertaining hereto, unless written notification to the contrary is received from CONTRACTOR, and approved by CITY The CITY's Utility s Customer Service administrator will be CITY's representative responsible for the administration of this Agreement III. CITY'S OBLIGATION A Limit of Liability CITY will on a monthly basis issue a check each month for funds, if any, in the P-L-U-S One trust account which have been contributed by citizens, to be distributed by CONTRACTOR to those utility customers who meet the criteria of the P-L-U-S One Program B Measure of Liability In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY agrees that administrative costs can be recovered by CONTRACTOR, in an amount not to exceed $4,000, from the funds subject to the limitations and provisions set forth in this Section and Section VII of this agreement (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of contributions from the utility customers of the CITY If there are no contributions in the P-L-U-S One account for any month, CITY shall notify CONTRACTOR in writing within a reasonable time after such fact has been determined The lack of any contributions for any particular month shall not make the CITY liable for any costs that the CONTRACTOR may incur for the administration of the P-L-U-S One program (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Denton (3) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR for providing funds es or provision of any goods or services IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton V. 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 Agreement B The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute this Agreement 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 Agreement if there is a dispute as to the legal authority of either CONTRACTOR or the person signing the Agreement to enter into this Agreement CONTRACTOR is liable to CITY for any money it has received from CITY for performance of the provisions of this Agreement if CITY has suspended or terminated this Agreement for the reasons enumerated in this Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of this Agreement will in no way be substituted 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 Agreement not been executed VI PERFORMANCE BY CONTRACTOR CONTRACTOR will provide, oversee, administer, and carry out all of the activities and services set out in the P-L-U-S One Program guidelines, attached hereto and incorporated herein for all purposes as Exhibit A, and in accordance with all other terms, provisions and requirements of this Agreement No modifications or alterations may be made in the P-L-U-S One Program's guidelines without the prior written approval of the CITY VII. WARRANTIES CONTRACTOR 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 condition of CONTRACTOR on the date shown on said report, and the results of the operation for the period covered by the report, and that since said date, there has been no material change, adverse or otherwise, in the financial condition of CONTRACTOR C No litigation or legal proceedings are presently pending or threatened against CONTRACTOR D None of the provisions herein contravenes or is in conflict with the authority under which CONTRACTOR is doing business or with the provisions of any existing indenture or agreement of CONTRACTOR E CONTRACTOR has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement F None of the assets of CONTRACTOR is subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by CONTRACTOR 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 VIII. COVENANTS A During the period of time that payment may be made hereunder and so long as any payments remain unliquidated, CONTRACTOR shall not (1) Use the funds provided for any use other than those provided for in the P-L-U-S One Program guidelines IX ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly and specifically in the performance of and in compliance with this Agreement B CITY's prior written authorization is required in order for the following to be considered allowable costs (1) CITY shall not be obligated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract service extending beyond the expiration of this Agreement (2) Out of town travel (3) Any alterations or relocation of the facilities on and in which the activities specified to Exhibit A are conducted (4) Costs or fees for temporary employees or services (5) Any fees or payments for consultant services (6) Fees for attending out of town meetings, seminars or conferences C! Written requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient time to permit a thorough review by CITY CONTRACTOR 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 X 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 Agreement, in compliance with the provisions of this Agreement and the P-L-U-S One Program, and with any other applicable Federal and State regulations establishing standards for financial management CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any applicable law CONTRACTOR shall include the substance of this provision in all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the operation of programs and expenditures of funds under this Agreement 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 Agreement D Notwithstanding any other provisions of this Agreement or P-L-U-S One Program guidelines, at any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make available to, 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 XI. REPORTS AND INFORMATION At such times and in such form as CITY may require, CONTRACTOR shall furnish such statements, records, data and information as CITY may request and deem pertinent to matters covered by this Agreement Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit the most recent yearly audit conducted by independent examiners within ten (10) days after receipt of such request 5 XII MONITORING AND EVALUATION A CITY shall perform on -site monitoring of CONTRACTOR's performances under this Agreement B CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to ensure adherence by CONTRACTOR to the P-L-U-S One Program guidelines which are attached hereto as Exhibit A, as well as other provisions of this Agreement C CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record -keeping systems and to provide data determined by CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation responsibilities D CONTRACTOR agrees to cooperate in such a way so as not to obstruct or delay CITY in such monitoring and to designate one of its staff to coordinate the monitoring process as requested by CITY staff E After each official monitoring visit, CITY shall provide CONTRACTOR with a written report of monitoring findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY within five (5) working days of receipt by CONTRACTOR XIII DIRECTORS' MEETINGS During the terms of this Agreement, CONTRACTOR shall cause to be delivered 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 CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of Directors' meetings Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY within ten (10) working days of approval XIV INSURANCE A CONTRACTOR shall observe sound business practices with respect to providing such bonding and insurance as would provide adequate coverage for services offered under this Agreement CONTRACTOR shall be allowed a reasonable time to obtain such insurance and bonding from the time of the signing of the contract B The premises on and in which the activities described in Exhibit A are conducted, and 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, within a reasonable time of signing the contract Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements C CONTRACTOR will comply with applicable workers' compensation statues 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 Agreement, 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 of change in the policy at least thirty (30) days prior to such change or cancellation XV. EQUAL OPPORTUNITY A CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations B CONTRACTOR will furnish all information and reports requested by the 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 C In the event of CONTRACTOR's non-compliance with the non-discrimination requirements, CITY may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred from further contracts with CITY XVI PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination Such personnel policies shall A Be consistent with CITY's personnel policies, procedures, and practices, including policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, unless exceptions approved by CITY, and B Be in writing and shall be approved by the governing body of CONTRACTOR and by CITY XVII CONFLICT OF INTEREST A CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself, or others, particularly those with which he has family, business, or other ties 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 XVIII NEPOTISM CONTRACTOR shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently employed by CONTRACTOR, or is a member of CONTRACTOR'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 XIX. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation 0 B None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used for or applied directly or indirectly to the construction, operation, maintenance or administration, or be utilized so as to benefit in any manner any sectarian or religious facility or activity, unless authorized by this contract and ordinance authorizing P-L-U-S One program XX. 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 CONTRACTOR may not make transfer from the funds provided in this agreement to any other budget item or fund unless provided for in this Agreement and P-L-U-S One Program guidelines C 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 D CITY may, from time to time during the term of the Agreement, request changes in Exhibit A Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section E CONTRACTOR 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 F CONTRACTOR shall notify CITY of any changes in personnel or governing board composition G 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 XXI SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the requirements, time conditions and duties provided herein, CITY, without limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days written notice to CONTRACTOR, withhold further payments to CONTRACTOR Such notice E may be given by marl to the Executive Officer and the Board of Directors of CONTRACTOR The notice shall set forth the default or failure alleged, and the action required for cure The period of such suspension shall be of such duration as is appropriate to accomplish corrective action, but in no event shall it exceed thirty (30) calendar days At the end of the suspension period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be restored to full compliance status and paid all eligible funds withheld or impounded during the suspension period If however, CITY determines that CONTRACTOR has not come into compliance, the provisions of SECTION XXII may be effectuated XXII TERMINATION A CITY may terminate this Agreement for cause under any of the following reasons or for other reasons not specifically enumerated in this paragraph (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section XXI (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement (3) Finding by CITY that CONTRACTOR (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement, (b) is delinquent in payment of taxes, or of costs of performance of this Agreement in the ordinary course of business (4) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against CONTRACTOR (5) The commission of an act of bankruptcy (6) CONTRACTOR's violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination CONTRACTOR will refund any funds not yet distributed less any administrative cost allowed by this Agreement within 30days of termination B CITY may terminate this Agreement for convenience at any time If this Agreement is terminated by CITY for convenience 10 C CONTRACTOR may terminate this Agreement in whole or in part by written notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends for performance hereunder CONTRACTOR may terminate this Agreement upon the dissolution of CONTRACTOR's organization not occasioned by a breach of this Agreement D Upon receipt of notice to terminate, CONTRACTOR shall return any fiends not yet distributed less any administrative costs allowed by this Agreement, within thirty (30) days of the termination E Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of liability to CITY for damages sustained by CITY by virtue of any breach of the Agreement by CONTRACTOR XXIII 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 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 XXIV INDEMNIFICATION A It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, CONTRACTOR 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 CONTRACTOR B CONTRACTOR 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 ansing 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, employees, or contractors 11 XXV. MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim ansmg thereunder, to any party or parties, company or other 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 CONTRACTOR 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 CONTRACTOR 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 provision D This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to this Agreement, whether written or oral, shall have no force or effect whatsoever, nor shall an agreement, assertion, statement, understanding, 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 appropriate, recorded as an amendment of this Agreement E In the event any disagreement or dispute should anse 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 will have the final authority to render or to secure an interpretation F For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties at the address set forth below TO CITY TO CONTRACTOR City Manager Director City of Denton Interfaith Ministries of Denton, Inc 215 E McKinney St P O Box 1744 Denton, Texas 76201 Denton, Texas 76202 12 G 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 competent jurisdiction sitting in Denton County, Texas 4 IN WITNESS OF WHICH this Agreement has been executed on this the � day of 49Aa/ , 1999 ATTEST JENNIFER WALTERS, CITY SECRETARY BY i APPROVED AS TO LEGAL FORM PROUTY, CITY ATTORNEY BY e2: 5: L- 2�j a,7ZL- ATTEST BOARD SECRETARY S \Our Documents\Contracts\99\PLUS ONE doc 13 CITY OF DENTON INTERFAITH MINISTRIES OF DENTON, INC