1998-363 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH THE DENTON FAMILY RESOURCE CENTER, INC TO PROVIDE CHILD ABUSE
PREVENTION SERVICES IN ACCORDANCE WITH A GRANT AND CONTRACT WITH
THE CHILDREN'S TRUST FUND OF TEXAS, AUTHORIZING THE EXPENDITURE OF
FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE
WHEREAS, Ordinance No 98-185 authorized the City Manager to make application to
the Children's Trust Fund of Texas to obtain a grant for a family resource center and to execute a
contract with the Children's Trust Fund of Texas to provide child abuse prevention servmes, and
WHEREAS, it is necessary to contract with the Denton Family Resoume Center, Inc
("DFRC") to provide child abuse prevention services to implement the grant, and
WHEREAS, this contract is not required to be competitively bid due to the fact that the
Children's Trust Fund of Texas grant was awarded to the City of Denton, with the City of
Denton a~tlng as the fiscal agent for the DFRC, and the DFRC is the only source in Denton that
can provide these services under the terms and condltlons of the grant and is a non-profit
organization which will provide significant financial or other management services and benefits
to the City m accordance with the requirements of the grant and in accordance with Tex Loc
Gov't Code §252 022(a)(7)(f), and
WHEREAS, the City Council deems it in the public interest to enter into a contract with
the DFRC, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
SECTION I That the City Manager is hereby authorized to enter into a contract with the
DFRC, substantially ~n accordance with the attached contract, which ~s made a part of th~s
ordmance~ for all purposes, to provide a family resource center and child abuse prevention
services, subject to all the conditions and terms of the contract which the City Manager is
entenng into with the Children's Trust Fund of Texas under the authority granted In Ordinance
No 98-185
SECTION II That the City Manager is hereby authorized to make the expenditures as
outlined in the attached contract
SECTION III. That the City Council has found and determined that the meeting at which
this ordinance is considered is open to the public and that notice thereof was given in accordance
with the Texas Open Meetings Act, Tex Gov't Code ch 551, as amended
SECTION IV That this ordinance shall become effective immediately upon its passage
and approval
ATTEST
JENNIFF_~R WALTERS, CITY SECRETARY
HERBERT L PROUTY, CITY ATTORNEY
Page 2
1998 - 1999 SERVICE AGREEMENT BETWEEN THE
CITY IOF DENTON, TEXAS AND DENTON FAMILY RESOURCE CENTER, INC
This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule
mumclpal eorporaUon, hereinafter referred to as "City", and the Denton Fanuly Resource Center, Inc,
a non-profit corporation, P O Box 2242, Denton, Texas 76201, herelnai~er referred to as "Organlza-
tlon",
WHEREAS, City has determined that the proposal for services merits assistance and can pro-
vide needed services to citizens of City and has accepted funds from the Children's Trust Fund of
Texas ("CTF") for the purpose of paying for contractual services,
NOW, THEREFORE, the parties hereto mutually agree as follows
I SCOPE OF SERVICES
Orgamzatlon shall m a satisfactory and proper manner perform the following tasks, for which
the momes provided by City may be used
Provide a Family Resource Center to offer access to information and assistance regarding the
education, health, and general well-being of their children and to provide child abuse prevention
services
Orgamzatlon shall perform those services described in the Plan of Operation herein attached as
Exhibit A
II OBLIGATIONS OF ORGANIZATION
In consideration of the receipt of funds from City, Orgamzatlon agrees to the following terms
and conditions
A A sum not to exceed Sixty-five Thousand Two Hundred Sixty Dollars ($65,260) may be paid
to Orgamzatlon by City on a quarterly reimbursement basis, subject to payment of money to the
City by CTF on a cost-reimbursement basis in accordance with that certmn Contract for Child
Abuse Prevantlon Services Children's Trust Fund of Texas Council between the City and CTF,
herelnai~er referred to as "CTF Contract Form 1000, August, 1998" 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 hsted in the scope
of services as provided herein Organization shall not utlhze these funds for any other purpose
B Organization will establish, operate, and moantam an account system for this program that will
allow for a tracing of funds and a review of the financial status of the program The system will
be based on generally accepted accounting pnnclples as recognized by the American Institute
of Certified Public Accountants
C Organization will permit authorized officials of City to review its books at any time
Page 1
Orgamzat~on will reduce to writing all of ats roles, regulations, and pohmes and file a copy wath
Caty's Communaty Development Office along w~th any amendments, add~taons, or revas~ons
whenever adopted
Orgamzat~on wall not enter into any contracts that would encumber C~ty funds for a penod that
would extend beyond the term ofth~s Agreement
Orgamzat~on will promptly pay all balls when submitted unless there is a d~screpancy m a bill,
any ~errors or chscrepanc~es ~n b~lls shall be promptly reported to C~ty's Assastant C~ty Manager
for F~nance, or her anthonzed representative, for further darect~on
Orgamzat~on will appoint a representatave who wall be avmlable to meet wath C~ty's Assistant
Caty Manager for Fanance and other C~ty officaals when requested
Orgamzatlon w~ll estabhsh a method to ensure the confident~ahty of records and other mforma-
tao~ relating to clients subject to apphcable federal and state law, roles, and regulations, anclud-
ang but not hm~ted to the Pubhc Information Act, chapter 552 of the Texas Government Code
Th~$ prows~on does not hnnt CTF's or C~ty's right of access to chent case records or other ~n-
formation relatang to chents served under th~s Agreement
Orgamzat~on wall andemmfy and hold harmless C~ty, ats officers and employees, from any and
all clmms and stats arising out of the actavataes of Orgamzatlon, ats employees, and/or contrac-
tors
Organization wall submit to C~ty cop~es of year-end audited financial statements
Orgamzat~on shall fully comply wath all the reqmrements of the CTF Contract, including,
w~thout hmatat~on, all the reqmrements and federal and state law, roles, regulations, and grade-
lanes, and all the reqmrements of Section III of smd CTF Contract, a true and correct copy of
wluch is attached to th~s Agreement as Exbab~t C and made a part ofthts Agreement for all pur-
poses In partmular, Orgamzat~on agrees to do the followang
1 Adhere to federal and state law, rules, regulataons, and gmdehnes provaded ~n the CTF
Handbook and Crutde to Procedures for Grants made available on an annual bas~s
2 a Comply with T~tle VI of the Civil Pdghts Act of 1964 (Pubhc Law 88-352), Section 504
of the Rehabthtat~on Act of 1973 (Pubhc Law 93-112), the Americans wath DasabllltleS Act
of 1990 (Publm Law 101-336), and all amendments to each, and all reqmrements ~mposed
by the regulataons ~ssued pursuant to these acts These prowde, ~n part, that no persons m
the Umted States shall, on the grounds of race, color, nataonal ongan, sex, age, d~sabd~ty,
pohtacal behefs, or rehg~on be excluded from partm~pat~on an, or denied, any md, care,
serwce, or other benefits pmwded by federal and/or state funding, or otherwise be sub-
jected to d~scnmmataon
b Comply wath the reqmrements of the Imm~grataon Reform and Control Act of 1986
Page 2
regarding employment verification and retention of venfication forms for any ~nd~wdu-
als h~red on or after November 6, 1986, who will perform any labor or services under
any contract between Organization, CTF, and C~ty
c Comply w~th Health and Safety Code §85 113 (relating to workplace and confidenti-
ality gmdehnes regarding AIDS and HIV)
3 Comply w~th appropriate state hcenslng or certification requirements and with standards
prescribed by the Secretary of the Umted States Department of Health and Human Services
4 a Report any suspected case of abuse or neglect to the Texas Department of Protective and
Regulatory Services (DPRS) or a local law enforcement agency office as required by Act
of April 20, 1995, 74th Leg, Reg Sess, ch 20, §1, 1995 Tex Sess Law Serv 113, 260
(Vernon) (to be codified as Tex Fam Code Ann §261 101 et seq )
b Verify and d~sclose, or cause its employees and volunteers to verify and d~selose, crimi-
nal history and any current criminal indictment ~nvolwng an offense against the person, an
offense against the family, or an offense involving pubhc ~ndecency under the Texas Penal
Code as amended, or an offense under the Texas Controlled Substances Act, Tex Rev C~v
Stat Ann art 4476-15 as amended Tlus verification and d~sclosure will be required of all
who have d~rect contact w~th chents
c Comply w~th Texas state law (Texas Busmess Corporation Act, Article 2 45) wluch re-
qmres that no state agency may contract with a "for profit" corporation that is dehnquent
m ~ts state franchise tax payments By slgmng th~s contract, the Contractor certifies that
~ts corporation (if apphcable) as current m ars state franchise payments
d Under Section 231 006, Family Code, the Contractor or apphcant certifies that the busi-
ness entity named m th~s contract ~s not inehgible to receive the specified grant and ac-
knowledges that this contract may be tenmnated and payment may be w~thheld if tlus cerh-
fieat~on ~s inaccurate
5 Be subject to an audit by a Cerhfied Pubhc Accountant and provide a copy of the and~t to
C~ty and CTF Organtzatlon ~s expected to create and maintain adequate and andatable tis-
eal records, such as annual financial statements, tax returns, and agency budgets may be re-
qmred and shall be made available to C~ty or CTF upon request
6 Use generally accepted accounting procedures as recogmzed by the American Institute of
Certified Pubhc Accountants and follow CTF financial management policies and proce-
dures m mamtmmng fiscal records reqmred to be kept under th~s Agreement
7 Hold the CTF of Texas and C~ty harmless and ~ndemnafy the CTF Council and C~ty, their
officers, and employees, from and agmnst all claims, demands, and causes of action wluch
may be asserted by any tlurd party ~n connection with the performance of contracted serv-
ices
Page 3
8 Provide services in accordance with the Plan of Operatton and allow CTF and Clty to
momtor same Some possible methods may include on-stte mSltS, document review, ques-
tlonnalres, or interviews
9 Participate fully in any evaluation study of this program authorized by CTF or City
10 Not transfer or assign this Agreement without the prior written consent of CTF and City
11 Establish a method to ensure the confidentiality of records and other information relating
to clients subject to applicable federal and state laws, roles, and regulations, lncludmg but
not limited to the Public Information Act, chapter 552 of the Texas Government Code
This provision does not hm~t City's or CTF's right of access to client case records or other
information relating to clients served under this or the Clty/CTF agreement
a Submit bfllmgs for serwces and statistical documentation as required by CTF and City
to be received on the 15~ day following the last day of each quarter in which the servme is
prowded Non-receipt of the required bflhng and statistical documentation by this date will
be considered failure to comply with the Agreement Failure to comply m vahd justffica-
tlon for ~mmedlate termination of this Agreement and/or nonpayment of the billings or any
portion of the billings that are not received within the specified time limit The Organiza-
tion further agrees to certify the amount of local financial participation directly supporting
the service being purchased with each request for payment submitted to CTF and C~ty for
reimbursement
b Submit performance reports quarterly or as reqmred by CTF and City to be received by
the 15t~ day following the last day of each quarter in which the service is provided Non-
receipt of the required performance reports will be considered failure to comply with the
Agreement Fallure to comply is valid justification for immediate termination of this
Agreement The Orgamzat~on agrees that the Information submitted lS true and accurate
The Orgamzatlon further agrees to supply doctunentatlon to City and CTF for the purposes
of venfymg reported information if requested
12 Make available at reasonable times and for reasonable periods client records, books, and
supportmg documents pertalmng to services provided for inspecting, photocopying mom-
tonng, audltmg, or evaluating by CTF and City personnel or their representatives or other
state or federal representatives
13 Mamtam and keep financial and supportang documents, statistical records, and other records
pertinent to the services for which a claim was submitted The records and documents will
be kept for a mlmmum of three (3) years after the termination of the Agreement If any
litigation, clalm, or audit involving these records begins before the three-year period ex-
pires, the Orgamzatlon will keep the records and documents for not less than three (3) years
and until all llt~gation, clalms, or audit findings are resolved The case ~s considered re-
solved when a final order is issued in lmgatlon, or a written agreement is entered into be-
tween CTF and City and City and Orgamzatlon Organization will keep records of nonex-
pendable property acquired under the Agreement for three (3) years after final deposition
Page 4
of the property Contract period means the begmmng date through the ending date spec~-
fled ~n the original agreement, extensions are considered to be separate contract periods
The contract period of an original agreement or renewal shall not exceed one year ~n dura-
tlon A contract may be renewed only twine, unless certain circumstances as determined
by the CTF Councd and City require an extension of the period
14 Account for program income related to projects financed in whole or ~n part w~th state
funds or implemented on behalf of the CTF program Program ~ncome means gross income
earned by the Organization from contract-supported act~wtms Program ~ncome earned
dtmng the contract period shall be retmned by the Organization and, m accordance with the
Agreement, shall be
* Added to funds committed to the program by CTF and City and Orgamzatlon and
be used to further ehglble program objectives, or
e With prior approval, used to finance the local match share of the program
Records must be maintained to ~ndlcate deposit of funds back to the Children's Trust Fund
of Texas program If more than one source prowdes momes for activities generating pro-
gram income, amounts deposited must be pro-rated
15 Notify CTF and City lmmedmtely of any s~gmficant change affecting the Organization and
Orgamzatton's identity, such as ownerstup or control, name change, govermng board mem-
bership, vendor ldentfficatlon number, and personnel changes affecting the contracted
services Changes must be provided in writing to CTF and C~ty within 10 working days
after the changes are effective
16 Reft'am from entenng into any subcontract for services without prior approval ~n writing
by CTF and City of the qualifications of the subcontractor to perform and meet the stan-
dards of thls Agreement and lts attached Plan of Operatton All subcontracts entered into
by the Orgamzatlon will be subject to the reqmrements ofth~s Agreement The Orgamza-
t~on agrees to be responsible to CTF and City for the performance of any subcontractor
17 Be responsible for any audit exceptaon or other payment ~rregulanty ~n the program covered
by th~s Agreement, and all subcontracts, whmh is found after momtonng or auditing by
CTF and C~ty or the Umted States Department of Health and Human Services, and be re-
sponsible for the collection and proper reimbursement to CTF and C~ty of any amount prod
in excess of the proper bllhng amount
18 Place prominent notices allowing the funding Organization receives from CTF and Ctty ~n
all of ~ts literature that describes servmes covered by this Agreement These not,ecs will
also appear m the Organization's annual report, if any
19 Acknowledge CTF and C~ty copyright ownership for all materials, pubhshed and unpub-
hshed, that are created with CTF and City funds All ongmal works of authorship created
using CTF and C~ty funds shall be deemed a work-made-for-hire CTF shall own the copy-
Page 5
right and all other nghts m such a work In the event that ~t ~s determined not to be a work-
made-for-lure, Orgamzat~on hereby assigns all rights ~n the works, ~nclud~ng any copyright,
to CTF CTF agrees to prowde the developer of the work a non-exclusive, royalty-free h-
cense to use, reproduce, d~splay, and distribute the work CTF shall be a co-owner of the
copyright of a work that ~s created w~th more than one source of funding as provided by the
Umted States Copyright Law CTF has the right to use, reproduce, and d~stnbute any mate-
hal written or produced by the Organ~zat, on that ~s the subject of th~s Agreement If the
Orgamzat~on ~s no longer m operation for any reason, all materials produced w~th CTF
funds must be returned to CTF, or, w~th CTF and C,ty approval, may be transferred to an-
other agency
20 Organ~zatlon shall defend, mdemmfy, and hold harmless CTF, C,ty and the State of Texas
and their officers, employees, and agents agmnst any clmm, sutt, or proceeding brought
agmnst the State of Texas, CTF, or C~ty on the issues of ~nfnngement of any copyright,
trademark, patent, or other intellectual property rights, by any product part, supphed by Or-
gamzat~on to CTF or C~ty under th~s Agreement The Orgamzatlon wall pay, subject to
hm~tatlons spemfied m this paragraph, any final judgment entered agmnst the State of
Texas, CTF, or C~ty on tlus ~ssue ~n any suit or proceeding defended by the Organization
The Organization, at ~ts sole option, w~ll be reheved ofth~s obhgat~on ~f w~thln 30 days
after CTF and City receive notice, CTF and C~ty fad to not~fy the Orgamzat~on in wnt~ng
of any clmm, stat, or proceeding, and at the Organization's expense, g~ve the Orgamzatlon
all ~nformat~on needed to settle an/or defend any clatm, stat, or proceeding The Orgamza-
t~on will report to the CTF and C~ty w~th, n 10 days and ~n reasonable written detail, each
notice of clmm of copyright lnfnngement based on the performance of flus Agreement of
wtuch the Orgamzat~on has knowledge
21 Not use funding under tlus Agreement to ~nfluence the outcome of elections or the passage
or defeat of any legislative measures Orgamzat~on is not a registered lobbyist and is not
reqmred under Tex Gov't Code ch 305 to register as a lobbyist
22 All notices g~ven regarding thts Agreement shall be sent to the following addresses
Chddren's Trust City of Denton Denton Famdy Resource
Fund of Texas Commumty Development Office Center, Inc
1884 State H~ghway 71 West 100 W Oak, Su,te 208 P O Box 2242
Cedar Creek, Texas 78612 Denton, Texas 76201 Denton, TX 76202
III TIME OF PERFORMANCE
The serwces funded by City shall be undertaken and completed by Organization w~th~n the fol-
lowing t~me frame
September 1, 1998 through August 31, 1999, unless the contract ~s sooner terminated under
Section VIII "Suspension or Termination"
Page 6
IV PAYMENTS
A Payments to Orgamzatlon City shall pay to Organization a maximum amount of money not
to exceed Sixty-five Thousand Two Hundred Sixty Dollars ($65,260) for services rendered un-
der and in full accordance with the terms of flus Agreement and the attached Plan of Operation,
contingent on receipt of funds by City from CTF under the CTF Contract Payments will be
based on a projection of quarterly expenditures with reconclhatlon at the end of the quarter
Documentation of expenditures must be submitted to the Commumty Development Office by
the 10~' day following the last day of the month of the quarter in which the service was provided
Organization's failure to provide the information on a timely basis, may jeoparchze present or
future fundmg
B Costs shall be considered allowable only if mcurred directly specifically in the performance of
and in compliance with this Agreement and in conformance with the standards and provisions
of Exhibits A and B
C Approval of Organization's budget, Exhibit B, does not constitute prior written approval, even
though certmn items may appear hereto City's prior written authorization is required in order
for the following to be considered allowable costs
1 Encumbrance or expenchture dunng any one month period which exceeds one-fourth (1/4)
of the total budget as specified in Exhibit B
2 City shall not be obligated to any third parties, including any subcontractors of Organiza-
tion, and City funds shall not be used to pay for any contract serrate extending beyond the
expiration of this Agreement
Wrlrten requests for prior approval are Orgamzation's responsibility and shall be made within
sufficient time to permit a thorough review by City Organization must obtmn written approval
by City prior to the commencement of procedures to solicit or purchase services, equipment,
or real or personal property Any procurement or purchase which may be approved under the
terms of this Agreement must be conducted in its entirety in accordance with the provisions of
this Agreement
D Excess Payment Orgamzatlon shall refund to City within ten (10) working days of City's
request, any sum of money wluch has been prod 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
Page 7
E Deobllgatlon of Funds In the event that actual expenditures deviate from Organization's
provision of a corresponding level of performance, as specified in Exhibit A, City hereby re-
serves the right to reapproprlate or recapture any such under expended funds
F Contract Close Out Orgamzatlon shall submit the contract close out package to City, together
with a final expenditure report, for the time period covered by the last invoice requesting reim-
bursement of funds under flus Agreement, within fifteen (15) working days following the close
of the contract period Orgamzatlon shall utilize the form agreed upon by City and Organiza-
tion
A For purposes of th~s Agreement, "program income" means earnings of Orgamzation realized
from activities resulting from this Agreement or from Organization's management of funding
provided or income from interest, usage or rental or lease fees, income produced from contract-
supported serwces oflndiwduals or employees or from the use or sale of equipment or facilities
of Organization provided as a result of flus Agreement, and payments from clients or third par-
ties ,for services rendered by Organization under this Agreement
B Organization shall maintain records of the receipt and disposition of program income in the
same manner as required for other contract funds, and reported to City an the format prescribed
by City City and Organization agree that any fees collected for services performed by Organi-
zation shall be spent only for service provision These fees or other program mcome will be de-
ducted from the regular payment request
C Organazatwn shall include this Section in its entirety in all of its sub-contracts which involve
other income-producing services or activities
D It is Orgamzatlon's responsibility to obtain from City a prior determination as to whether or not
income arising directly or indirectly from flus Agreement, or the performance thereof, consti-
tutes program income Organization is responsible to City for the repayment of any and all
amounts determined by City to be program income, unless otherwise approved In writing by
City
VI EVALUATION
Orgamzatlon agrees to participate in an implementation and maintenance system whereby the
services can be continuously momtored Orgamzatlon agrees to make available its financial records
for review by City at City's discretion In addition, Orgamzatlon agrees to provide City the following
data and ~'eports, or copies thereof
A All external or internal audits Orgamzatlon shall submit a copy of the annual independent audit
to City witlun ten (10) days ofrecelpt Audit will be conducted by a certified public accountant
B All external or internal evaluation repons
Page 8
C Quarterly performance/beneficiary reports to be submitted m January, April, July and Septem-
ber
D Organization agrees to submit quarterly financial statements ~n January, April, July, and Sep-
tember Each statement shall melude current and year-to-date period accounting of all revenues,
expenditures, outstanding obligations and beginning and ending balances
E An explanation of any major changes m program services
F To comply with tbas section, Orgamzatlon agrees to mmntam records that wdl provide accurate,
current, separate, and complete disclosure of the status of funds received and the serwces per-
formed under tins Agreement Orgamzatmn's record system shall contmn sufficient documenta-
tion to prowde m detml ftdl support and justfficatlon for each expenditure Orgamzat~on agrees
to retain all books, records, documents, reports, and written accounting procedures pertalmng
to the servmes provided and expenditure of funds under this Agreement for the period oft~me
and under the conditions specified by the City
G Nothmg in the above subsections shall be construed to reheve Organization of responslblhty
for retaunng accurate and current records wbach clearly reflect the level and benefit of serwces
provided under this Agreement
VII DIRECTORS' MEETINGS
Dunng the term ofth~s Agreement, Organlzatmn shall dehver to C~ty cop~es of all hermes of
meetings of its Board of Directors, setting forth the t~me and place thereof Such notice shall be
debvered to City m a t~mely manner to give adequate not,ce, and shall ~nclude an agenda and a brief
description of the matters to be d~scussed Orgamzat~on understands and agrees that C~ty's representa-
tives shall be afforded access to all meetings of its Board of Directors
Minutes of all meetings of Orgamzat~on's governing body shall be avmlable to City wlthm ten
(10) working days of approval
VIII SUSPENSION OR TERMINATION
A The City may terminate th~s Agreement with cause if the Organization wolates any covenants,
agreements, or guarantees of this Agreement, the Orgamzat~on's insolvency or fihng of bank-
ruptcy, chssolutlon, or receivership, or the Organlzatmn's violation of any law or regulatmn to
which it is bound under the terms of this Agreement
B This agreement is subject to cancellation, either in whole or ~n part, and on the avmlablhty of
state and/or federal funds If funds for the agreement become unavmlable dunng any budget pe-
riod, and CTF is unable to obtmn additional funds, then th~s agreement will be terminated or re-
duced Termination under this section shall not subject CTF to a penalty or other claims
C The C~ty may terminate thru Agreement for convemence at any time If this Agreement is
terrmnated for convemenee by the City, Orgamzat~on w~ll be prod an amount not to exceed the
Page 9
total amount of accrued expenditures as of the effective date of termination In no event will
this compensation exceed an amount which bears the same ratio to the total compensation as
the services actually performed bears to the total services of Orgamzataon covered by the
Agreement, less payments previously made
In case of suspension, City shall advise Organization, in writing, as to conditions precedent to
the resumption of funding and specify a reasonable date for compliance
In ease of termination, Orgamzataon wall 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
IX WARRANTIES
ORGANIZATION represents and warrants that
A All Information, reports and data heretofore or hereafter requested by City and funushed 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 Orgamzatlon on the date shown
on smd report, and the results of the operataon for the period covered by the report, and that
since smd data, there has been no material change, adverse or otherwise, in the finaneml condi-
tion of Organization
C No htlgatlon or legal proceedings are presently pending or threatened against Organization
D None of the provisions hereto contravenes or is in conflict with the authority under which
Organization is doing business or with the provisions of any existing indenture or agreement
of Organization
E Orgamzatlon has the power to enter into this Agreement and accept payments hereunder, and
has taken all necessary action to authorize such acceptance under the terms and conditions of
this Agreement
F None of the assets of Organization are subject to any lien or encumbrance of any character,
except for current taxes not delinquent, except as shown in the financial statements fumished
by Organization to City
Each of these representations and warranties shall be continuing and shall be deemed to have been
repeated by the submission of each request for payment
Page 10
X CHANGES AND AMENDMENTS
A Any alterations, addmons, or deletions to the terms of th~s Agreement shall be by written
amendment executed by both partxes, except when the terms of th~s Agreement expressly pro-
wde that another method shall be used
B Orgamzatxon may not make transfers between or among approved hne-ltems w~th~n budget
categories set forth m Exbablt B without prior written approval of the Commumty Development
Adrmmstrator for the C~ty Orgamzataon shall request, ~n wrmng, the budget rews~on ~n a form
prescribed by C~ty, and such request for rewslon shall not ~ncrease the total monetary obhgatlon
o f C~ty trader this Agreement In add~taon, budget revisions cannot slgmficantly change the na-
ture, intent, or scope of the program funded under this Agreement
C Org~unzat~on will submit rewsed budget and program mformat~on, whenever the level of
funding for Organization or the program(s) described hereto ~s altered according to the total lev-
els contained m 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 dunng the term of th~s Agreement Any such modifi-
cations are to be automatically incorporated into this Agreement without written amendment
hereto, and shall become a part of the Agreement on the effective date specified by the law or
regulation
E C~ty may, from t~me to t~me dunng the term of the Agreement, request changes ~n Exhibit A
which may include an increase or decrease m the amount of Orgamzat~on's compensation Such
changes shall be incorporated m a written amendment hereto, as prowded in Subsection A of
th~s Section
F Any alteratxons, deletions, or add~tions to the Contract Budget Detail incorporated ~n Exhibit
B shall reqmre the prior wmten approval of City
G Organization agrees to not~fy C~ty of any proposed change in physical location for work per-
formed under this Agreement at least thirty (30) calendar days in advance of the change
Orgamzat~on shall notify C~ty of any changes ~n personnel or govermng board composmon
I It ~s expressly understood that neither the performance of Exhibit A for any program contracted
hereunder nor the transfer of funds between or among sa~d programs will be permitted
XI EM FIC ION
A It ~s expressly understood and agreed by both parties hereto that C~ty 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 babllity of any nature or
k~d, including costs and expenses for, or on account of, any claims, audit exceptions, de-
Page 11
mands, suits or damages of any character whatsoever resulting in whole or m part from
the performance or omission of any employee, agent or representative of Organization
B. Organization agrees to provide the defense for, and to mdemmfy and hold harmless City
its agents, employees, or contractors from any and all claims, suits, causes of action, de-
mands, damages, losses, attorney fees, expenses, and habfllty 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
A Orgamzat~on shall observe sound business practmes with respect to prowdmg such bonding and
~nsurance as would prowde adequate coverage for services offered under tlus Agreement
B The premises on and ~n whtch the achwt~es described m Exlnb,t A are conducted, the employees
conducting these actlwt~es, shall be covered by premise habthty ~nsurance, commonly referred
to a,q "Owner/Tenant" coverage w~th C~ty named as an additional ~nsured Upon request of Or-
gamzatlon, C~ty may, at ~ts sole discretion, approve alternate ~nsurance coverage arrangements
C Orgamzat~on will comply w~th apphcable workers' compensation statutes and w~ll obtmn
employers~ habd, ty coverage where avmlable and other appropriate habd~ty coverage for pro-
gram partm~pants, ff apphcable
D Organization will mmntmn adequate and continuous hab~hty ~nsurance on all velucles owned,
leased, or operated by Orgamzat~on All employees of Orgamzatlon who are reqmred to drive
a v,lucle m the normal scope and course of their employment must possess a valid Texas
Driver's hcense and automobile habthty ~nsurance Ewdence of the employee's current posses-
sion of a vahd hcense and insurance must be mtuntmned on a current bas~s m Organization's
files
E Actual losses are not covered by insurance as reqmred by th~s Section are not allowable costs
under tlus Agreement, and remam the sole respons~bd~ty of Organization
F The pohcy or pohmes of insurance shall conttun a clause winch reqmres that C~ty and Organiza-
tion be notffied m writing of any cancellation or change ~n the pohcy at least thirty (30) days
prior to such change or cancellation
XIII CONFLICT OF iNTEREST
A Orgamzat~on covenants that neither ~t nor any member of ~ts govermng body presently has any
mterest, d~rect or md~rect, which would conflmt ~n any manner or degree w~th the performance
of ~erwces reqmred to be performed under th~s Agreement Orgamzat~on further covenants that
~n the performance ofth~s Agreement, no person hawng such ~nterest shall be employed or ap-
pointed as a member of its governing body
Page 12
B Organlzatton further covenants that no member of its governing body or its staff, subcontractors
or employees shall possess any interest m or use h~s/her position for a purpose that ~s or gives
the appearance of being motivated by desire for private gmn for h~mself/herself, or others, par-
tlcularly those w~th which he/she has family, business, or other ties
C No officer, member, or employee of City and no member of ~ts governing body who exercises
any ftmct~on or msponslbthtles m the revtew or approval of the undertaking or carrying out of
th~s Agreement shall (1) pamclpate in any declsxon relating to the Agreement which affects h~s
personal interest or the ~nterest m any corporation, partnership, or association in which he has
d~rect or redirect interest, or (2) have any interest, direct or indirect, in th~s Agreement or the
proceeds thereof
XIV NEPOTISM
Orgamzanon shall not employ in any prod capamty any person who xs a member of the ~mmedl-
ate famaly of any person who is currently employed by Orgamzatton, or xs a member of Orgamzatxon's
govermngboard Theterm"memberoflmmedlatefamlly"lncludes wife, husband, son, daughter,
mother, father, brother, s~ster, ~n-laws, aunt, uncle, nephew, mece, step-parent, step-cbald, half-brother
and half-s~ster
XV NOTICE
Any not,ce or other written mstrument reqmred or penmtted to be delivered under the terms of
th~s Agreement shall be deemed to have been delivered, whether actually received or not, when
deposited ~n the Umted States mml, postage prepmd, registered or certified, return receipt requested,
addressed to Orgamzat~on or City, as the case may be, at the following addresses
CITY ORGANIZATION
City of Denton, Texas D~rector
Attn City Manager Denton Family Resource Center
215 E McKnmey P O Box 2242
Denton, TX 76201 Denton, TX 76201
Either party may change its mmhng address by sending not~ce of change of address to the other
at the above address by certified mall, return receipt requested
xvi EC2&I2 :I
A Orgamzat~on shall not transfer, pledge or otherwise assign this Agreement or any interest
there~n, or any clmm arising thereunder to any party or part, es, bank, trust company or other fi-
nancial mstltutmn without the prior written approval of C~ty
B If any prows~on of ttus Agreement ~s held to be invalid, dlegal, or unenforceable, the remaining
prows~ons shall remain ~n full force and effect and continue to conform to the ongmal intent of
both parties hereto
Page 13
C In no event shall any payment to Organization hereunder, or any other act or failure of City to
insist m any one or more instances upon the terms and conditions of tins Agreement constitute
or be construed m any way to be a wmver by City of any breach of covenant or default winch
may then or subsequently be committed by Organization Neither shall such payment, act, or
omission m any manner impair or prejudice any right, power, privilege, or remedy avmlable to
City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always
spemfically preserved No representative or agent of City may waive the effect of this prOVl-
SLOB,
D This Agreement, together with referenced exinblts and attachments, constitutes the entire
agreement between the parties hereto, and any prior agreement, assertion, statement, understand-
mg,,or other commitment occumng dunng the term of this Agreement, or subsequent thereto,
have any legal fome or effect whatsoever, unless properly executed in writing, and if appropri-
ate, recorded as an amendment of tins Agreement
E In the event any disagreement or dispute should arise between the parties hereto pertaining to
the interpretation or meaning of any part of this Agreement or its governing rules, codes, laws,
ordinances, or regulations, City as the party ultimately responsible to HUD for matters of com-
phance, will have the final anthonty to render or to secure an interpretation
F Tins Agreement shall be interpreted m accordance with the laws of the State of Texas and venue
of any htlgat~on concermng tins Agreement shall be m a court of competent jurisdiction sitting
~n Denton County, Texas
IN WITNESS WHt~REOF, theoartles do hereby affix their signatures and enter into this
Agreemetat as of the .fl,~c day of
CITY OF DENTON, TEXAS
I~I~HAE~/W JE~f~'~ MANAGER
ATTEST~
JENNIFER WALTERS, CITY SECRETARY
HERBERT PROUTY, CITY ATTORNEY
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DENTON FAMILY RESOURCE CENTER,
INC
S \Our Documents\Contracts\98~DFRCCTF doe
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