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1999-329 ORPINANCE NO q¢%-~ ¢ AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR CONGREGATE AND HOME DELIVERED MEAL PROGRAM FOR SENIOR CITIZENS, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING FOR AN EFFECTIVE DATE (BID 2382 - CONGREGATE AND HOME DELIVERED MEAL PROGRAM FOR SENIOR CITIZENS AWARDED TO SERVICES PROGRAM FOR AGING NEEDS, INC (SPAN) IN THE AMOUNT OF $26,000) WHEREAS, the City has solicited, received and tabulated competitive b,ds for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of STATE law and City ordinances, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following competitive bids for materials, equipment, supplies, or services, described in the "Bid Proposals" on file in the office of City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids for such items BID ITEM NUMBER NO CONTRACTOR AMOUNT 2382 ALL SPAN, INC $26,000 SECTION II That the acceptance and approval of the above competitive bids, the City accepts the offer of the persons submitting the bids for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quanBtles and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents SECTION III That the City and persons submitting approved and accepted items and of the submitted bids wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager or his designated representative is hereby authorized to execute the written contracts which shall be attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Bid Proposal and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above compettt~ve btds, the City Council hereby authorizes the expenditure of funds therefor ~n the amount and ~n accordance w~th the approved b~ds or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That th~s ordinance shall become effective lmmedmtely upon its passage and approval / PASSED AND APPROVED th,s the -- day of ~_,~,~W~,999 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY 2382 CONGREOATE AND HOME DELIVERED MEAL PROGRAM FOR SENIOR CITIZENS CONTRACT ORDINANCE 1999 - 2000 SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND SPAN, Inc BID//2382 This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Mummpal Corporation, hereinafter referred to as "City", and SPAN, Inca non-profit corporation, haremai~er referred to as "Organization", WHEREAS, City's Human Services Committee ("HSC") has reviewed the proposal for services and has detenmned that Organization performs an important service for the residents of Denton without regard to race, religion, color, age or national origin, and HSC recommends the purchase of services, and WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds m its budget for the purpose of paying for contractual services, NOW, THEREFORE, the parties hereto mutually agree as follows 1. SCOPE OF SERVICES Orgamzatlon shall m a satisfactory and proper manner perform the follovang tasks, for whmh the monies provided by City may be used A To provide congregate and home-dehvered meals to elderly citizens at the Denton Senior Center and the Eldercanter at the American Legion Hall Orgamzatlun shall perform those servmes described in the Work Statement herein attached as Exhibit A 2. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds fi.om City, Orgamzatlon agrees to the following terms and~condltlons A Twenty Slx Thousand Dollars ($26,000 00) may be prod 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 hereto Organization shall not utilize these funds for any other purpose B It will establish, operate, and mamtmn 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 wall permit authorized officials of City to rewew its books at any tame D It wall reduce to writing all of its roles, regulations, and pohc~es and file a copy with City's Commumty Development Office along with any amendments, additions, or remsions whenever adopted E It wall not enter into any contracts that would encumber C~ty funds for a period that would extend beyond the term of this Agreement F It wall promptly pay all bills when submitted unless there as a d~screpancy m a bill, any errors or fl~screpunc~es m balls shall be promptly reported to City's Assistant City Manager for Fiscal & Mtmlclpal Services, or her authorized representative, for further direction G It wall appoint a representative who wall be avmlable to meet wath City's Assistant City Manager for Fiscal & Mummpal Services and other City officials when requested H It wall lndemmfy and hold harmless C~ty from any and all clmms and stats arising out of the acttvltaes of Organization, its employees, and/or contractors I It wall submit to C~ty copies of year-end audited financial statements 3. TIME OF PERFORMANCE The services funded by C~ty shall be undertaken and completed by Organization wath~n the followang tame frame October 1, 1999 through September 30, 2000, unless the contract ~s sooner terminated under Section 7 "Suspension or Termination" 4. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A Orgamzatlon understands that funds prowded to ~t pursuant to th~s Agreement are funds which have been made avmlable to C~ty by the Federal Government (U S Department of Housing and Urban Development) under the Housing and Community Development Act of 1974, as amended, m accordance wath an approved Grant Apphcat~on and specffic assurances Accorchngly, Orgamzatlon assures and certifies that at will comply with the requirements of the Housing and Commumty Development Act of 1974 (P L 93-383) as amended and with regulatmns promulgated thereunder, and codffied at 24 CFR 570 The foregotng is m no way meant to constitute a complete compilation of all duties imposed upon Organization by law or admlmstrat~ve ruhng, or to narrow the standards whmh Organization must follow PAGE 2 Orgamzatlon further accrues and certffies that ~f the regulations and issuances promulgated pursuant to the Act are amended or revised, ~t shall comply w~th them, or not~fy City, as promded in Section 24 of this Agreement Organization agrees to abide by the conditions of and comply with the reqmrements of the Office of Management and Budget Clmulars Nos A-110 and A-122 B Organization shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton $ REPRESENTATIONS A Organ~zataon assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and officml motaon, resolution or action passed or taken, to enter mto this Agreement B The person or persons sagnmg and executang thas Agreement on behalf of Orgamzatlon, do hereby warrant and guarantee that he, she, or they have been fully anthonzed by Orgamzataon to execute thas Agreement on behalf of Orgamzatlon and to validly and legally bind Orgamzat~on to all terms, performances and prows~ons herein set forth C Caty shall have the right, at its option, to e~ther temporarily suspend or permanently tenmnate this Agreement if there is a daspute as to the legal authority of either Orgamzataon or the person sagmng the Agreement to enter into this Agreement Organization is hable to C~ty for any money at has received from Caty for performance of the provlsaons of this Agreement if C~ty has suspended or terminated this Agreement for the reasons enumerated m thas Sectaon D Organization agrees that the funds and resources promded Organ~zatmn under the terms of th~s Agreement will m no way be substituted for funds and resources from other sources, nor an any way serve to reduce the resources, servmes, or other benefits wluch would have been avaxlable to, or provided through, Organization had tlus Agreement not been executed 6. COVENANTS A Dunng the period of time that payment may be made hereunder and so long as any payments remain unhqmdated, Orgamzatlon shall not, without the prior written consent of the Communaty Development Admmastrator or her authorized representative (1) Mortgage, pledge, or otherwise encumber or suffer to be encumbered, any of the assets of Organization now owned or hereafter acqmred by ~t, or permit any pre- existing mortgages, hens, or other encumbrances to remmn on, or attached to, any assets PAGE 3 of Organization wtuch are allocated to the performance of this Agreement and with respect to which City has ownershap hereunder (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or clmms 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 guarantor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or item of personal property purchased with funds prod to Organization by City, unless City authonzas such transfer B Should Orgamzatlon use funds received under this Agreement to acquire or improve real property under Organization's control, Organization agrees and covenants (1) That the property shall be used to meet one of the national objectives stated in 24 CFR 570 until August 31, 2006 (2) That should Orgamzatlon transfer or otherwise dispose of said property on or before August 31, 2006, Orgamzatlon shall reimburse City in the amount of the fair market value of this property less any portion of the value attributable to expenditures of non-CDBG funds for acqmsitlon of, or improvement to, the property C Organization agrees, upon written request by C~ty, to require its employees to attend trmmng sosslons sponsored by the Commumty Development Office 7 PAYMENTS A PAYMENTS TO ORGANIZATION City shall pay to Organization a maximum amount of money not to exceed $26,000 00 for services rendered under this Agreement City will pay these funds on a reimbursement basis to Organization within twenty days after C~ty has received supportmg documentation Organization's failure to request reimbursement on a timely basis, may jeopardize present or future fundmg B ExcEss PAYMENT Orgamzatlon shall refund to C~ty w~th~n ten workang 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 PAGE 4 3) is not supported by adequate documentation to fully justify the expenditure C Orgamzat~on's reimbursement request for any one month period will not exceed one- fifth (1/5) of any budgeted line atems for costs as spemfied in Exfubat B D DEOBLIGATION OF FUNDSfI~VERSlON OF ASSETS In the event that actual expenditures deviate from Orgamzataon's prows~on of a corresponding level of performance, as specified in Exhibit A, City hereby reserves the right to reappropnate or recapture any such under expended funds If Caty finds that Organization as unwilling and/or unable to comply w~th any of the terms of th~s Contract, City may require a refund of any and all money expended pursuant to this Contract by Organazataon, as well as any remmmng unexpended funds which shall be refunded to City within ten working days of a written not,ce to Organization to revert these financial assets The reversaon of these financial assets shall be xn addition to any other remedy available to C~ty eather at law or m eqmty for breach ofthxs Contract E CONTRACT CLOSE OUT Organazataon shall submit the contract close out package to Ctty, together wath a final expendature report, for the t~me period covered by the last invoice requesting reambursement of funds under this Agreement, w~thln 15 worlang days followang the close of the contract period Organazation shall utd~ze the form agreed upon by C~ty and Organazat~on 8. MAINTENANCE OF RECORDS A Organlzatmn agrees to maintain records that wall prowde accurate, current, separate, and complete disclosure of the status of the funds received under this Agreement, in comphance with the promslons of Exfublt B, attached hereto, and w~th any other apphcable Federal and State regulations estabhshmg standards for financml management Organazatmn's record system shall contmn sufficient documentatmn to provide ~n detail full support and justfficatmn for each expendature Notfung m this Sectmn shall be construed to rehevc Orgamzatmn of fiscal accountability and llablhty under any other provaslon of this Agreement or any applicable law Orgamzatlon shall include the substance ofth~s provls~on in all subcontracts B Organization agrees to retmn all books, records, documents, reports, and written accounting procedures pertammg to the operation of programs and expenditures of funds under th~s Agreement for five years and under the conditions specified by C~ty C Nothing in the above subsections shall be construed to relieve Organization of responsthfllty for retalmng accurate and current records which clearly reflect the level and benefit of services promded under tlus Agreement D At any reasonable time and as often as City may deem necessary, the Organlzataon shall make avmlable to Caty, HUD, or any of thear authorized representatives, all of ats records PAGE 5 and shall permit City, HUD, or any of their 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 smd representatives 9 REPORTS AND INFORMATION At such times and in such form as C~ty may require, Organization shall furnish such statements, records, data and mformatlon as City may request and deem pertmant to matters covered by this Agreement Organization shall subnnt quarterly benefimary and financial reports to C~ty no less than once each three months The banefielary report shall detail client information, including race, ~ncome, female head of household and other statistics required by City The financial report shall include information and data relatave to all programmatic and financial reporting as of the begmmng date specified m Section 1 of this Agreement Unless a written exemption has been granted by the City, Organization shall submit an audit conducted by independent examiners with ten days after receipt of such 10. EVALUATION Orgamzatlon agrees to partmlpate in an lmplementatmn and maintenance system whereby the services can be continuously momtored Organlzataon agrees to make available ~ts financial records for review by City at City's chseretmn In add~tmn, Organization agrees to provide City the following data and reports, or copies thereof A All external or internal audats 0rgamzat~on shall submit a copy of the annual independent audit to City within ten days of receipt B All external or internal evaluation reports C Quarterly performance/beneficiary reports to be submitted ~n January, April, July and September, to include such information as requested by the City's Community Development D~vlslon meludmg but not limited to number of persons or households assisted, race, gender, disability, status and household income D Organization agrees to submit quarterly financml statements in January, April, July, and September Each statement shall include current and year-to-date period accounting of all revenues, expenditures, outstanding obhgatlons and beginning and ending balances E An explanation of any major changes in program services PAGE 6 F To comply with tins section, Orgamzation agrees to mmntam records that will provide accurate, ctm'ent, separate, and complete disclosure of the status of funds received and the services performed under this Agreement Organization's record system shall contmn sufficient documentation to provide in detail full support and justification for each expenditure Organization agrees to retmn 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 Nothang in the above subsections shall be construed to relieve Organization of responsiblhty for retammg accurate and current records which clearly reflect the level and benefit of serwces provided under this Agreement 11 DIRECTORS' MEETINGS Dunng the term of tins 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 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 working days of approval 12 SUSPENSION OR TERMINATION A The City may terminate tins Agreement w~th cause if the Organlzatmn violates any covenants, agreements, or guarantees of this Agreement, the Organization's insolvency or filing of bankruptcy, dissolution, or reeeiversinp, or the Organizatmn's violation of any law or regulation to winch it is bound under the terms of this Agreement B The City may terminate tins Agreement for convenience at any time If this Agreement ~s terminated for convenience by the City, Organization will be prod an amount not to exceed the 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 fundmg and specify a reasonable date for compliance PAGE 7 In case of tenmnat~on, Orgamzatlon will remit to City any unexpended Clty funds Acceptance of these funds shall not constitute a waver of any clann C~ty may otherwise have arising out of th~s Agreement 13 PERSONNEL POLICIES Personnel pohcles shall be established by Orgamzatlon and shall be available for examlnataon Such personnel pohcaes shall A Be no more liberal than C~ty's personnel pohc~es, procedures, and practices, including pollcaes with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be m writing and shall be approved by the governing body of Organization and by Cny 14. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A Orgamzatlon will subnnt for City approval, a written plan for comphance with the Equal Employment and Affirmative Action Federal provisions, within 120 days of the effective date ofth~s Agreement B Orgamzat~on shall comply with all applicable equal employment opportnn~ty and affirmative action laws or regulations C Organization will furnish all ~nformatlon and reports requested by City, and will permit access to ~ts books, records, and accounts for purposes of lnvestlgatmn to ascertain comphance w~th local, State and Federal rules and regulations D In the event of Orgamzat~on's non-comphance with the non-d~scnm~natlon reqmrements, the Agreement may be canceled, tenmnated, or suspended in whole or ~n part, and Organization may be barred from further contracts w~th C~ty 15. WARRANTIES Orgamzat~on represents and warrants that A All mformat~on, reports and data heretofore or hereafter requested by C:ty and furnished to C~ty, are complete and accurate as of the date shown on the reformat:on, data, or report, and, s~nce that date, have not undergone any slgmficant change without wntten notice to C~ty PAGE 8 B Any supporting financial statements heretofore requested by City and furmshed 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 smd data, there has been no material change, adverse or otherwise, m the financial condition of Organization C No litigation or legal proceedings are presently pending or threatened agtunst Orgamzatlon D None of the provisions herein contravenes or is in conflict with the authority under wtuch Organization is doing busmess or with the provisions of any existing indenture or agreement of Orgamzatlon 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 ofttus 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 16. CHANGES AND AMENDMENTS A Any alterations, addit~ons, 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 hneqtems wltlun budget categories set forth in Exhibit B without prior written approval of the Community Development Admmastrator for the City Organization shall request, an writing, the budget revision in a form prescribed by City, and such request for revision shall not increase the total monetary obhgatlon 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 PAGE 9 D It is understood and agreed by the parties hereto that changes m the State, Federal or local laws or regulations pursuant hereto may occur durang the term of this Agreement Any such modifications are to be automatically incorporated anto this Agreement without written amendment hereto, and shall become a part of the Agreement on the effectave date specified by the law or regulation E City may, from tame to time durang the term of the Agreement, request changes in Exhibit A which may include an increase or decrease an the amount of Orgamzat~on's compensation Such changes shall be incorporated In a written amendment hereto, as provided an Subsection A of this Section F Any alterations, deletions, or additions to the Contract Budget Detml aneorporated m Exhibit B shall requare 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 30 calendar days m advance of the change H Orgamzatlon shall notify C~ty of any changes an personnel or governing board compositaon 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 saad programs wall be permitted 17. NOTIFICATION OF ACTION BROUGHT In the event that any chum, demand, stat or other actaon is made or brought by any person(s), firm corporation or other entity against Organization, Organlzatlon shall give written notice thereof to City wlttun two workmg days after being notified of such claim, demand, stat or other action Such notice shall state the date and hour of notification of any such claim, demand, suat 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 proceechng, the basas of such clatm, action or proeeerhng, and the name of any person(s) agamst whom such claim is being made or threatened Such written notice shall be delivered either personally or by mall 18. INDEMNIFICATION A. It is expressly understood and agreed by both part,es hereto that Caty as contracting with Organization as an independent contractor and that as such, Orgamzation 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 PAGE 10 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 ~ts agents, employees, or contractors from any and all claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and hablhty arising out of the use of these contracted funds and program admlmstratlon and implementation except to the extent caused by the willful act or omission of C~ty, its agents or employees. 19. INSURANCE A Orgamzatlon shall observe sound business practmes w~th respect to prowdmg such bonding and insurance as would prowde adequate coverage for serwces offered under this Agreement B The premises on and in which the actlwt~es described m Exhibit A are conducted, the employees conducting these activities, shall be covered by premise habthty ~nsurance, commonly referred to as "Owner/Tenant" coverage w~th C~ty named as an addmonal insured Upon request of Organization, City may, at ~ts sole discretion, approve alternate insurance coverage arrangements C Organization will comply with applicable workers' compensation statutes and will obtmn employers' hablhty coverage where avalable and other appropriate habthty coverage for program participants, if applicable D Organization will mmntmn adequate and continuous habthty insurance on all vehicles owned, leased, or operated by Organization All employees of Organization who are required to drive a vehmle in the normal scope and course of their employment must possess a vahd Texas Driver's hcense and automobile habfllty ~nsurance Ewdence of the employee's current possession of a valid license and insurance must be mmntmned on a current basis in Orgamzat~on's files E Actual losses are not covered by insurance as reqmred by this Section are not allowable costs under this Agreement, and remmn the sole respons~bthty of Orgamzat~on F The pohcy or pohcles of insurance shall contmn a clause which reqmres that City and Organization be notffied in writing of any cancellation or change ~n the policy at least 30 days prior to such change or cancellation PAGE 11 20. CONFLICT OF INTEREST A Organization covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, wbach would conflict in any manner or degree with the performance of services required to be performed under this Agreement Orgamzatlon further covenants that m the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its govermng 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 is or gxves 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 responslbthtles m the review or approval of the undertakang or can'ymg out of thxs 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 d~rect or redirect interest, or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof 21. NEPOTISM Organ~zation 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 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, m-laws, aunt, uncle, nephew, meee, step-parent, step-ebald, half-brother and half-sister 22. NOTICE Any notice or other written instrument required or permitted to be dehvered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited m the United States mall, postage prepaid, registered or certified, return receipt requested, addressed to Orgamzatlon or City, as the case may be, at the following addresses CITY ORGANIZATION City of Denton, Texas Executive Director Attn C~ty Manager SPAN, Inc 215 E McKmney 1800 Malone Denton, TX 76201 Denton, TX 76201 PAGE 12 E~ther party may change ~ts mmlmg address by sending not,ce of change of address to the other at the above address by certified mall, return receipt requested 23. MISCELLANEOUS A Organization shall not transfer, pledge or otherwise assign tins Agreement or any ~nterest therein, or any claim arising thereunder to any party or part,es, bank, trust company or other financial msUtutlon without the prior written approval of C~ty B If any prowslon of this Agreement ~s held to be invalid, illegal, or unenfomeable, the remaining pmvlsxons shall remtun m full force and effect and continue to conform to the original ~ntent of both part, es hereto C In no event shall any payment to Organization hereunder, or any other act or failure of C~ty to ~nmst in any one or more mstances upon the terms and condmons of tins 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 Orgamzatmn Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, pnvllege, or remedy avmlable to C~ty to enforce its rights hereunder, winch rights, powers, pnwleges, or remeches are always spemfieally preserved No representative or agent of City may waive the effect of this provismn D Th~s Agreement, together w~th referenced exhibits and attachments, consUtutes the entire agreement between the part,es hereto, and any prior agreement, assertion, statement, understandmg, or other commitment occurnng dunng the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed m writing, and ~f appropriate, recorded as an amendment of this Agreement E In the event any disagreement or d~spute should anse between the part,es hereto pertmmng to the mterpretatmn or meamng of any part of tins Agreement or its governing rules, codes, laws, ordinances, or regulattons, City as the party ultimately responsible to HUD for matters of comphance, will have the final authority to render or to secure an lnterpretatmn F Tins Agreement shall be interpreted ~n accordance with the laws of the State of Texas and venue of any lmgatlon concerning this Agreement shall be in a court of competent jurisdiction alttmg in Denton County, Texas IN WITNESS WHEREOF, the part~es .do hereby affix their s~gnatures and enter into th~s Agreement as of the ~/~tt:- day of PAGE 13 CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY ATTEST BOARDVS~RETARY PAGE 14 City of Denton - Community Development D~vis~on Qualifying Income Limits for Federally Assisted Programs FY 1999-2000 Maximum Income Levels Extremely Low Moderate Low Income Very Low Income Income Famd Income 65% - 51% AMI 50% - 31% AMI y Size 80% - 66% AMI 30% & Below AMI 1 $32,600 - $26,501 $26,500 - $20,351 $20,350 - $12,201 $12,200 or Below 2 $37,250 - $30,251 $30,250 - $23,301 $23,300 - $13,951 $13,950 or Below 3 $41,900 - $34,051 $34,050 - $26,201 $26,200 - $15,701 $15,700 or Below 4 $46,550 - $37,851 $37,850 - $29,101 $29,100 - $17,451 $17,450 or Below 5 $50,300 - $40,851 $40,850 - $31,451 $31,450 - $18,851 $18,850 or Below 6 $54,000 - $43,901 $43,900 - $33,751 $33,750 - $20,251 $20,250 or Below 7 $57,750 - $46,901 $46,900 - $36,101 $36,100 - $21,651 $21,650 or Below 8 $61,450 - $49,951 $49,950 - $38,401 $38,400 - $23,051 $23,050 or Below Source U S Department of Houstng and Urban Development Effective October 1~ 1999 EXHIBIT A WORK STATEMENT SPAN, Inc will prowde congregate and home-dehvered meals to elderly mt~zens at the Denton Senior center, Amenean Legion Hall, and Heritage Oaks Community Center SPAN, Inc will abide by all local, state and federal standards for the preparation and dehvery of meals EXHIBIT B BUDGET C~ty of Denton ftmd~ng $26,000 00