Loading...
1997-267 O eqA CENO? AN omr cE ACCE?TrSG COm .TITIVE BIDS co , c, THE PURCHASE OF MATEmALS, EQUIPMENT, SUPPLIES OR SERVICES, PROVIDING FOR THE E~ENDITU~ OF F~DS THE~FOR, ~D PROVID~G FOR AN EFFECTIVE DATE ~AS, ~e Cl~ ~ solicited, recelv~ ~d mb~med competitive bids for ~e p~ch~e of necess~ ma~lds, eqmpmem, supphes or splices an ~cord~ce ruth ~e proced~es of STATE law ~d C~W ordln~ces, ~d WHE~AS, the City M~ager or a designated employee has mwewed ~d reco~ended ~t ~e hereto described b~ds ~e ~e lowe~ responsible bids for ~e materials, eqmpmem, supphes or se~lces as shorn m the "Bid Proposes" subm~ed ~erefore, ~d ~AS, ~e ClW Co~cfl ~ prowded m ~e CIW Budget for ~e appropriation of~ds to be used for ~e p~c~se of ~e maten~s, eqmpment, supphes or serwces approved ~d accepted herein, NOW, THE~FO~, THE CO~CIL OF THE CITY OF DENTON HE.BY O~AINS SECTION I That the nmbered items m the following nmbemd bids for matermls, eqmpment, supphes, or splices, shorn m ~e "Bid Proposes" a~ached hereto, ~e hereby accepted ~d approved as being ~e lowest responsible b~ds for such items BID ITEM NI JMBER ~ ~DOR ~O1 ~T 2095 ALL SPAN, 1NC $26,000 00 SECTION II ~at by ~e accepmce ~d approval of the above nmbered ~tems of the subm~ged bids, ~e C~ty accepts ~e offer of the persons submmmg ~e b~ds for such items ~d agrees to p~c~se the materials, eqmpment, supphes or serwces in accord~ce w~th the terns, spemfica~ons, s~ds, qu~tlt~es ~d for ~e specffied sins contmned in the B~d Inv~mtions, Btd Proposals, ~d related docments SEC~ON III ~at shoed the C~ty ~d persons subm~a~ng approved md accepted ~tems ~d of~e subm~ed bids ~sh m enter into a fomal ~tten agreement as a result of~e accept~ce, approvfl, ~d aw~&ng of ~e b~ds, ~e C~ M~ager or h~s des~gnmed represen~t~ve ~s hereby au~on~d to execute ~e ~x~en con. act which shall be a~ached hereto, prowded ~at ~e ~en contract ~s m accord~ce with ~e te~s, conditions, specfficat~ons, s~nd~ds, qu~t~t~es ~d specified sins con. ned m ~e B~d Proposfl md related docments hereto approved ~d accepted SECTION IV That by the acceptance and approval of the above numbered ~tems of the submitted b~ds, the C~ty Council hereby authorizes the expenditure of funds therefor ~n the amount and m accordance wtth the approved b~ds or pursuant to a written contract made pursuant thereto as authorized hereto SECTION ~ That tl-us orchnance shall become effective ~mmedmtely upon ~ts passage and approval PASSED AND APPROVED this qS~ day of _~7. ~/;~ ~/~, 1997 ATTEST JENNIFER WALTERS, CITY SECRETARY A PROVED AS TO LEG^L FOra HERBERT L PROUTY, CITY ATTORNEY SUPPLY OI~D 2 1997 - 1998 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND SERVICES PROGRAM FOR AGING NEEDS, INC Tlus Agreement as made and entered ~nto by and between the City of Denton, a Texas mumclpal corporatton, acting by and through its City Manager, pursuant to ordinance, hereinafter referred to as CITY, and Services Program for Aging Needs, Inc, 1800 Malone, Denton, Texas 76201, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has reeeaved eertmn funds from the U S Department of Housing and Urban Development under Title I of the Housing and Community Development Act of 1974, as amended, and WHEREAS, CITY has adopted a budget for such funds and included therein an authorized budget for expenditure of funds for housekeeping services to chen~s who are 60 years old or older, frail and physically impaired in their ability to perform reqmred act~vmes of daffy hwng, and WHEREAS, CITY has designated the Community Development Office as the division responsible for the admunstratlon of this Agreement and all matters pert~umng thereto, and WHEREAS, CITY washes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the pames hereto agree, and by the execution hereof are bound to the mutual obligations and to the performance and accomplishment of the conditions hereinafter described I. TERM This Agreement shall commence on or as of October 1, 1997, and shall terminate on September 30, 1998, unless sooner terminated in accordance w~th Section XXVI "Termination" II. RESPONSIBILITIES CONTRACTOR hereby accepts the responsibility for the performance of all services and activities described m the Work Statement attached hereto as Exhibit A, and incorporated hereto by reference, m a satisfactory and efficient manner as determined by CITY, an accordance with the terms hereto CITY wall cons~dar CONTRACTOR'S executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters pertmmng hereto, unless written notification to the contrary as received from CONTRACTOR, and approved by CITY The CITY's Community Development Admunstrator wall be CITY's representative responsthle for the adm~mstratlon of this Agreement IlL CITY'S OBLIGATION A. Limit of Liability. CITY vall reimburse CONTRACTOR for expenses incurred pursuant m accordance wtth the project budget attached hereto as Exhtblt B and incorporated herein by reference Notwtthstandmg any other provision of the Agreement, the total of all payments and other obhgatauns made or recurred by CITY hereunder shall not exceed the sum of $11,000 B. Measure of Liability. In considerataon of full and satisfactory services and actavmes hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Extubit B, subject to the hnutataons and provisions set forth m this Section and Section VII of flus Agreement (1) The parties expressly understand and agree that CITY's obligations under this S~ctaon are contingent upon the actual receipt of adequate Commumty Development Block Grant (CDBG) funds to meet CITY' s liabilities under flus Agreement If adequate funds are not avmlable to make payments under flus Agreement, CITY shall notify CONTRACTOR in wntang vaflun a reasonable tame after such fact has been determined CITY may, at its option, either reduce the amount of ns liability, as specified in Subsectaon A of flus Section o~ terminate the Agreement If CDBG funds eligible for use for purposes of flus Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under flus Agreement (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other momes or credits of the City of Denton (3) CITY shall not be liable for any cost or portion thereof wluch (a) has been pard, reimbursed or is subject to payment or reimbursement, from any other source, (b) was recurred pnur to the begmmng date, or after the ending date specified in Sectaon I, (c) is not m smct accordance with the terms of flus Agreement, mcluchng all exlublts attached hereto, (d) has not been billed to CITY within mnety (90) calendar days following billing to CONTRACTOR, or tenmnauon of the Agreement, wluchever date Is earlier, or 2 (e) ~s not an allowable cost as defined by Sectton XI of tins Agreement or the project budget (4) CITY shall not be hable for any cost or portxon thereof winch is incurred w~th respect to any acttvlty of CONTRACTOR reqmnng prior written authorization form CITY, or after CITY has requested that CONTRACTOR furmsh data concerning such action prior to proceeding further, unless and until CITY adwses CONTRACTOR to proceed (5) CITY shall not be obhgated or hable under tins Agreement to any party other than CONTRACTOR for payment of any momes or prowsion of any goods or services IV. COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS A CONTRACTOR understands that funds provided to it pursuant to tins Agreement are funds winch have been made avatlable to CITY by the Federal Government (U S Department of Housing and Urban Development) under the Housing and Community Development Act of 1974, as amended, in accordance w~th an approved Grant Apphcat~on and specffic assurances Accordingly, CONTRACTOR assures and certifies that ~t will comply with the reqmrements of the Housing and Commumty Development Act of 1974 (P L 93-383) as amended and w~th regulataons promulgated thereunder, and codified at 24 CFR 570 The foregoing is m no way meant to constatute a complete compdataon of all duties unposed upon CONTRACTOR by law or admmastratwe ruling, or to narrow the standards winch CONTRACTOR must follow CONTRACTOR further accrues and certifies that if the regulations and lssuance's promulgated pursuant to the Act are amended or rewsed, it shall comply wtth them, or notify CITY, as prowded in Sectton XXIV of tins Agreement CONTRACTOR agrees to abxde by the condmons of and comply with the reqmrements of the Office of Management and Budget Circulars Nos A-110 and A-122 B CONTRACTOR shall comply w~th all applicable federal laws, laws of the State of Texas and ordinances of the C~ty of Denton V. REPRESENTATIONS A CONTRACTOR assures and guarantees that a possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into tins Agreement B The person or persons s~gumg and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully anthonzed by CONTRACTOR to execute th~s Agreement on behalf of CONTRACTOR and to validly and 3 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 flus Agreement if there is a dtspute as to the legal authonty 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 flus Agreement for the reasons enumerated in flus Section D CONTRACTOR agrees that the funds and resources provided CONTRACTOR under the terms of flus Agreement vall 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 wluch would have been avmlable 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 WORK STATEMENT, attached hereto and incorporated herein for all purposes as Extublt A, utthzmg the funds described in Exlublt B, attached hereto and incorporated herein for all purposes and deemed by both parties to be necessary and sufficient payment for full and satisfactory performance of the program, as determined solely by CITY and in accordance vath all other terms, provisions and reqturements of flus Agreement No modtficatmns or alterations may be made in the Work Statement w~thout the prior written approval of the City's Community Development Admunstrator VII. PAYMENTS TO CONTRACTOR A. Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totaling $11,000 for services rendered under tins Agreement CITY will pay these funds on a reimbursement basis to the CONTRACTOR vaflun twenty days after CITY has received supporting documentation CONTRACTOR's fmlure to request reimbursement on a timely basis may jeopardize present or future funding Funds are to be used for the sole purpose of providing housekeeping services to clients who are 60 years old or older, frml and physically lmpmred in their ability to perform required activities of daily living B. Excess Payment. CONTRACTOR shall refund to CITY wtlun ten (10) worlang days of CITY's request, any sum of money whtch has been pad by CITY and which CITY at any time thereafter determines (1) has resulted in overpayment to CONTRACTOR, or 4 (2) has not been spent strictly m accordance path the terms of flus Agreemem, or (3) is not supported by adequate documentation to fully justify the expenditure C. Disallowed Costs. Upon tenmnated of flus Agreement, should any expense or change for which payment has been made be subsequently disallowed or disapproved as a result of any anditmg or momtonng by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such mount to CITY pathm ten (10) worlang days of a written notice to CONTRACTOR, wluch specifies the mount disallowed Refunds of disallowed costs may not be made from these or any funds received from or through CITY D. Obhgat~on of Funds. In the event that actual expenditure rates deviate from CONTRACTOR's provision of a corresponding level of performance, as specified in Exhibit A, CITY hereby reserves the right to reappropnate or recapture any such underexpended funds E, Contract Close Out. CONTRACTOR shall submit the Agreement dose out package to CITY, together path a final expenditure report, for the time period covered by the last invoice requesting relrabursement of funds under flus Agreement, paflun fifteen (15) working days following the close of the Agreement period CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR VIII. WARRANTIES CONTRACTOR represents and warrants that A All reformation, reports and data heretofore or bereal~er requested by CITY and furmshed 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 pathout 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 condmon 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, m the financial condition of CONTRACTOR C No litigation or legal proceedings are presently pending or threatened against CONTRACTOR D None of the pmvis~ons herein contravenes or is in conflict path the anthonty under wluch 5 CONTRACTOR is doing business or w~th 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 ti'ns 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 m the financial statements furnished Iby 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 IX. COVENANTS A. Dunng the period of time that payment may be made hereunder and so long as any payments remain unhqmdated, CONTRACTOR shall not, without the prior written consent of the Commumty Development Admlmstrator or her authorized representative (1) Mortgage, pledge, or othervase encumber or suffer to be encumbered, any of the assets of CONTRACTOR now owned or hereafter acqmred by it, or permit any pre-cresting mortgages, liens, or other encumbrances to remain on, or attached to, any assets of CONTRACTOR which are allocated to the performance of tlus Agreement and vath respect to wluch CITY has ownerslup hereunder (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due (3) Sell, convey, or lease all or substantial part of its assets (4) Make any advance or loan to, or incur any liability for any other firm, person, entnty or corporation as guarantor, surety, or accommodation endorser (5) Sell, donate, loan or transfer any equipment or item of personal property purchased w~th funds paid to CONTRACTOR by CITY, unless CITY authorizes such transfer B Should CONTRACTOR use funds received under tins Agreement to acqmre or unprove real property under CONTRACTOR's control, CONTRACTOR 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 6 (2) That should CONTRACTOR transfer or otherwise daspose of smd property on or before August 31, 2006, CONTRACTOR shall reamburse CITY m the amount of the fmr market value of thas property less any portaon of the value attributable to expenditures of non-CDBG funds for acqmsataon of, or amprovement to, the property C CONTRACTOR agrees, upon written request by CITY, to reqmre ats employees to attend trmnmg sessaons sponsored by the Commumty Development Office X. ALLOWABLE COSTS A Costs shall be consadered allowable only af recurred directly and specffically m the performance of and m comphance w~th tlus Agreement and m conformance wath the standards and prowsaons of Exlubats A and B B Approval of CONTRACTOR's budget, Exlubxt B, does not constitute prior written approval, even though certaan atems may appear herean CITY's prior written authonzataon is required an order for the following to be consadered allowable costs (1) Encumbrances or expendxtures dunng any one month period wluch exceeds one- fitch (1/5) of the total budget as spemfied m Exhabat B (2) CITY shall not be obhgated to any tturd pames, mcludang any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract servace extending beyond the exparataon ofthas Agreement (3) Out of town travel (4) Any alterataons or relocataon of the facfiltaes on and an whach the actavataes specffied an Exhablt A are conducted (5) Any alterataons, deletaons or addataons to the Personnel Schedule incorporated an Exhabat B (6) Costs or fees for temporary employees or servmes (7) Any fees or payments for consultant servaces (8) Fees for attending out of town meetmgs, semanars or conferences Written requests for prior approval are CONTRACTOR's responsabthty and shall be made w~thln sufficaent tame to permat a thorough revaew by CITY CONTRACTOR must obtaan written approval by CITY prior to the commencement of procedures to sohcat or purchase servaces, 7 eqmpment~ or real or personal property Any procurement or purchase wtnch may be approved under the terms of this Agreement must be conducted m ~ts entirety in accordance with the provtsmns of this Agreement XI. PROGRAM INCOME A For purposes of tins Agreement, program income means earnings of CONTRACTOR real~zed from actlwtles resulting from tlus Agreement or from CONTRACTOR's management of funding prowded or received hereunder Such eanungs include, but are not hm~ted to, income from interest, usage or rental or lease fees, income produced from contract-supported services of individuals or employees or from the use or sale of eqmpment or famlmes of CONTRACTOR prowded as a result of tins Agreement, and payments from ehents or tlurd partxes for services rendered by CONTRACTOR under tins Agreement B CONTRACTOR shall mamtam records of the receipt and disposition of program raceme in the same manner as reqmred for other contract funds, and reported to CITY in the format presonbed by CITY CITY and CONTRACTOR agree, based upon advice received from representatives of the U S Department of Housing and Urban Development (HUD), that any fees collected for services performed by CONTRACTOR shall be spent only for service provision These fees or other program income will be deducted from the regular reimbursement request C CONTRACTOR shall ~nclude flus Section m ~ts entirety m all of its sub-contracts wluch revolve other income-producing serwces or actiwt~es D It is CONTRACTOR'S responsibility to obtmn from CITY a pnor determmatmn as to whether or not income ansmg duectly or mdarectly from flus Agreement, or the performance thereof, constitutes program income CONTRACTOR ~s responsible to CITY for the repayment of any and all amounts determined by CITY to be program income, unless other~wse approved m writing by CITY XII. MAINTENANCE OF RECORDS A CONTRACTOR agrees to m~untmn records that wall provide accurate, current, separate, and complete chsclosure of the status of the funds received under flus Agreement, ~n comphance wath the prows~ons of Exh~btt B, attached hereto, and vath any other applicable Federal and State regulatmns establishing standards for financial management CONTRACTOR's record system shall contmn ,sufficlant documantat~on to provtde m detml full support and justfficatlon for each expenditure Nothing m th~s Sectton shall be construed to reheve CONTRACTOR of fiscal accountabflaty and habfilty under any other prowslon of this Agreement or any apphcable law CONTRACTOR shall anclude the substance of this provision m all subcontracts B CONTRACTOR agrees to retain all books, records, documents, reports, and written 8 accounUng procedures pertmmng to the operaUon of programs and expenchtures of funds under ttus Agreement for the period of ttme and under the conchttons specffied by CITY C ~Nntlung m the above subsecttons shall be construed to reheve CONTRACTOR of responstbtl~ty for retmmng accurate and current records whmh clearly reflect the level and benefit of servmes provtded under thts Agreement D At any reasonable tune and as often as CITY may deem necessary, the CONTRACTOR shall make avatlable to CITY, HUD, or any of their authorized representattves, all of tts records and shall perunt CITY, HUD, or any of thetr anthonzed representatives to aucht, exaunne, make excerpts and eoptes of such records, and to conduct audtts of all contracts, mvmces, materials, payrolls, records o~personnal, condlttons or employment and all other data requested by smd representattves XIII. REPORTS AND INFORMATION At such tunes and m such form as CITY may reqmre, CONTRACTOR shall furmsh such statements, records, data and mformatmn as CITY may request and deem pertinent to matters covered by flus Agreement CONTRACTOR shall subunt quarterly banefietary and finanetal reports to CITY no less than once each three months The benefictary report shall detatl ehent mfurmat~on, meludmg race, income, female head of household and other stat~sttes reqmred by CITY The financtal report shall include mformaUon and data relative to all programmattc and financtal reporting as of the begmmng date specified m Sectmn I oftlus Agreement Unless a written exemptaon has been granted by the CITY, CONTRACTOR shall subunt an audtt conducted by tndependent exammers wtthm ten (10) days after receipt of such XIV MONITORING AND EVALUATION A CITY shall perform on-stte momtormg of CONTRACTOR's performances under th~s Agreement B CONTRACTOR agrees that CITY may carry out momtonng and evaluatton act~vtt~es to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Object~ves, whmh are attached hereto as Exlub~t A, as well as other prows~ons of thts Agreement C CONTRACTOR agrees to cooperate fully w~th CITY m the development, tmplementaUon and man~tenance of record-keeping systems and to provtde data detemuned by CITY to be necessary for CITY to effecttvely fulfill ~ts momtonng and evaluatton respons~bfl~ttes D CONTRACTOR agrees to cooperate m such a way so as not to obstruct or delay CITY 9 ~n such momtormg and to designate one of its staff to coordinate the momtonng process as requested by CITY staff E After each official momtormg visit, CITY shall pmwde CONTRACTOR vath a written report of momtonng findings F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY vatinn five (5) workang days of receipt by CONTRACTOR XV. DIRECTORS' MEETINGS During the terms of tins Agreement, CONTRACTOR shall cause to be dehvered to CITY copies of all notices of meetings of its Board of Directors, setting forth the t~me and place thereof Such notice shall be delivered to CITY m a timely manner to gave adequate notice, and shall include an agenda and a brief description of the matters to be d~scussed CONTRACTOR understands and agrees that CITY representatives shall be afforded access to all of the Board of D~reetors' meetings Minutes of all meetangs of CONTRACTOR's governing body shall be available to CITY vathm ten (10) working days of approval XVI INSURANCE A CONTRACTOR shall observe sound bus~ness practmcs vath respect to prowd~ng such bonding and insurance as would prowde adequate coverage for servmes offered under th~s Agreement B The premises on and m winch the activlBes described m Exinb~t A are conducted, and the employees conductang these actavtuas, shall be covered by premise habthty insurance, commonly referred to as "Owner/Tenant" coverage wath CITY named as an addmonal insured Upon request of CONTRACTOR, CITY may, at ~ts sole discretion, approve alternate insurance coverage arrangements C CONTRACTOR vail comply with apphcable workers' compensation statues and will obtam ernployers'habfllty coverage where avmlable and other approprmte hab~hty coverage for program participants, if apphcable D CONTRACTOR vail mamtam adequate and continuous habfl~ty insurance on all veincles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmred to dnve a vehicle m the normal scope and course of their employment must possess a valid Texas driver's lmense and automobile liability insurance Ewdence of the employee's current possession of a valid hcense and insurance must be mamtmned on a current bas~s ~n CONTRACTOR's files 10 E Actual losses not covered by insurance as reqmred by flus Seetaon are not allowable costs under thts Agreement, and remmn the sole responslbthty of CONTRACTOR F The pohcy or pohc~es of insurance shall contain a clause which requires that City and Contractor be notified m writing of any cancellation of change in the pohcy at least tlurty (30) days prior to such change or cancellation XVIIo EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval, a written plan for eomphanee wtth the Equal Employment and Affirmattve Action Federal provisions, within thirty (30) days of the effective date of this Agreement B, CONTRACTOR shall comply w~th all apphcable equal employment opportunity and affirmative action laws or regulattons C, CONTRACTOR will furmsh all mformatmn and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascertain eomphance with local, state and Federal rules and regulaUons D In the event of CONTRACTOR's non-comphance with the non-disenmmation requirements, CITY may cancel or tennmate the Agreement m whole or m part, and CONTRACTOR may be barred from further contracts with CITY XVIII PERSONNEL POLICIES Personnel pohcles shall be established by CONTRACTOR and shall be available for examination Such personnel pohc~es shall A Be no more hberal than CITY's personnel poheies, procedures, and pracUces, mcluchng poheles w~th respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel, and B Be m wnlmg and shall be approved by the govermng body of CONTRACTOR and by CITY XIX. CONFLICT OF INTEREST A CONTRACTOR covenants that neither ~t nor any member of its governing body presently has any interest, d~rect or md~rect, wluch would eom*her in any manner or degree wtth the 11 performance of services reqmred to be performed under flus Agreement CONTRACTOR further covenants that m the performance of th~s Agreement, no person hawng such interest shall be employed or appointed as a member of its governing body B CONTRACTOR further covenants that no member of ~ts govermng body or ~ts staff, subcontractors or employees shall possess any ~nterest ~n or use h~s pos~t~on for a purpose that ~s or g~ves the appearance of being motivated by desue for private gmn for tumself, or others, particularly those w~th whmh he has family, business, or other t~es C No officer, member, or employee of CITY and no member of ~ts govemmg body who exercises any fuuctton or responsfluht~es m the review or approval of the undertaking or carrymg out of flus Agreement shall (1) participate m any decision relatmg to the Agreement whmh affects h~s personal interest or the interest m any corporation, parmersh~p, or association m which he has d~rect or mchrect interest, or (2) have any ~nterest, d~rect or md~rect, m th~s Agreement or the proceeds thereof XX. NEPOTISM CONTRACTOR shall not employ m any prod capacity any person who ~s a member of the ~mmethate family of any person who ~s currently employed by CONTRACTOR, or ~s a member of CONTRACTOR's governing board The term "member of ~mmedmte family" ~ncludes wife, husband, son, daughter, mother, father, brother, s~ster, ~n-laws, aunt, uncle, nephew, mece, step- parent, step-cluld, half-brother and half-s~ster XXI. POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall revolve, and no port~on of the funds received by CONTRACTOR hereunder shall be used, e~ther d~rectly or indirectly, for any poht~cal act~mty (including, but not hmtted to, an actlwty to further the elect~on or defeat of any candidate for pubhc office) or any activity undertaken to mfluence the passage, defeat or final content of legislation B None of the performance rendered hereunder shall xnvolve, and no pomon of the funds received by CONTRACTOR hereunder shall be used for or apphed d~rectly or indirectly to the construction, operation, maintenance or adrmmstmt~on, or be utthzed so as to benefit m any manner any sectarian or rehgtous factl~ty or act~wty XXII PUBLICITY A Where such acUon ~s appropriate, CONTRACTOR shall pubhc~ze the actlvmes conducted by CONTRACTOR under flus Agreement In any news release, s~gn, brochure, or other adverUsmg 12 medium, disseminating reformation prepared or distributed by or for CONTRACTOR, the advertising medimn shall state that the U S Department of Housing and Urban Development's Commumty Development Block Grant Program funding through the City of Denton has made the project possible B All published material and written reports submitted under tlus project must be originally developed material unless otherwise specifically provided in tlus Agreement When material not originally developed is included in a report, the report shall identify the source in the body of the report or by footnote This provision is applicable when the material is in a verbatim or extensive paraphrase format All published material submitted under this project shall include the follovang reference on the front cover or title page Tlus document is prepared in accordance with the City of Denton's Community Development Block Grant Program, with funding received from the Umted States Department of Housing and Urban Development C All reports, documents, studies, charts, schedules, or other appended documentation to any proposal, content of basic proposal, or contracts and any responses, inquiries, correspondence and related material subrmtted by CONTRACTOR shall become the property of CITY upon receipt XXIII. FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or submitting any application for funding in accordance vath the following procedures A When the application is in the planning stages, CONTRACTOR shall submit to CITY a description of the funds being applied for, and the proposed use of funds B Upon award of or notice of award, wtuchever is sooner, CONTRACTOR shall notify CITY of such award and the effect, if any, of such funding on the funds and program(s) contracted hereunder Such notice shall be submitted to CITY, in writing, within ten (10) working days of receipt of the notice of award or funchng award by CONTRACTOR, together with copies of the budget, program description, and Agreement C CONTRACTOR shall not use funds provided hereunder, whether directly or indirectly, as a contribution, or to prepare applications to obtmn any federal or private funds under any federal or private program w~thout the prior written consent of CITY XXIV. CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms oftlus Agreement shall be by written 13 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 transfers between or among approved line-items within budget categories set forth in Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under ttus Agreement In addition, budget rexasions cannot slgmficantly change the nature, intent, or scope of the program funded under this Agreement C CONTRACTOR wall submat revased budget and program information, whenever the level of funding for CONTRACTOR or the program(s) described herein is altered aecorchng to the total levels contained in any portion of Exlublt B 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 during the term of this Agreement Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation E, CITY may, from time to time during the term of the Agreement, request changes in Exhibit A which may include an increase or decreased in the amount of CONTRACTOR's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section F Any alterations, deletion, or additions to the Contract Budget Detml incorporated in Exlublt B shall requrre the prior written approval of CITY G CONTRACTOR agrees to notify CITY of any proposed change in physical location for work performed under ttus Agreement at least thirty (30) calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes in personnel or governing board composition I It is expressly understood that neither the performance of Extublt A for any program contracted hereunder nor the transfer of funds between or among said programs wall be permitted XXV SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to timely and properly perform each of the reqmrements, 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 may be given by 14 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 reqmred 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 eomphance status and pa~d all eligible funds w~thheld or impounded dunng the suspension period If however, CITY determines that CONTRACTOR has not come into eomphance, the provisions of SECTION XXVI may be effectuated XXYL TERMINATION A, CITY may terminate flus Agreement for cause under any of the follovang reasons or for other reasons not specifically enumerated m flus paragraph (1) CONTRACTOR's fmlure to attain comphanee during any prescribed period of suspension as provided in Sectmn XXV (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement (3) Termination or reduction of funding by the Umted States Department of Housing and Urban Development (4) Finding by CITY that CONTRACTOR (a) is in such unsatasfactory financial condition as to endanger performance under thxs Agreement, (b) has allocated inventory to this Agreement substantially exceeding reasonable requirements, (c) is delinquent in payment of taxes, or of costs of performance of this Agreement m the ordinary course of business (5) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or mstttutlon of bankruptcy, reorgamzation, rearrangement of or hqmdat~on proceedings by or agmnst CONTRACTOR (6) CONTRACTOR's inability to conform to changes reqmred by Federal, State and local laws or regulations as provided m Seetaon IV, and Secuon XXIV (D), of this Agreement 15 (7) The commission of an act of bankruptcy (8) 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 nollfy CONTRACTOR in writing of the decision to terminate and the effective date of termination Simultaneous notice of pending termination maybe made to other funding source specified in Extnblt B B CITY may terminate this Agreement for convenience at any time If this Agreement is terminated by CITY for convemence, CONTRACTOR will be pad an amount not to exceed the total 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 CONTRACTOR covered by the Agreement, less payments previously made 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 opt, within the limitations of this Agreement, to seek an alternative funding source, with the approval of CITY, provided the termination by the outside funding source was not occasioned by a breach of contract as defined herein or as defined in a contract between CONTRACTOR and the funding source in question CONTRACTOR may terminate this Agreement upon the chssolution of CONTRACTOR's organization not occasioned by a breach of this Agreement D Upon receipt of not~ce to terrmnate, CONTRACTOR shall cancel, withdraw or otherwise terminate any outstanding orders or subcontracts which relate to the performance of this Agreement CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obligations whatsoever incurred after the termination date listed on the notice to terminate referred to in this paragraph E Notwithstanding any exercise by CITY of its right of suspension or termination, CONTRACTOR shall not be relieved of liability to CITY for damages sustmned by CITY by virtue of any breach of the Agreement by CONTRACTOR, and CITY may withhold any reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY from CONTRACTOR is agreed upon or otherwise determined XXVIL 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 aganst CONTRACTOR, CONTRACTOR shall give written notice thereof to CITY within two (2) worlong days after being notified of such clam, demand, suit or 16 other action Such notice shall state the date and hour of notification of any such clann, demand, stat or other action, the names and addresses of the person(s), firm, corporation or other entity making such claim, or that mstatuted 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) agtunst whom such clann is being made or tlarcatened Such written notice shall be delivered either personally or by mail XXVIII 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 habdity 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 arising out of the use of these contracted funds and program administration and ~mplementation except to the extent caused by the willful act or omission of CITY, its agents, employees, or contractors. XXIX. MISCELLANEOUS A CONTRACTOR shall not transfer, pledge or othervase assign tlus Agreement or any interest thereto, or any claun arising thereunder, to any party or parties, bank, trust company or other financial mstltut~on vathout the prior written approval of CITY B If any provision of this Agreement is held to be invalid, illegal, or unenfomeable, the remaimng provisions shall remain in full rome 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 fins Agreement constitute or be construed m 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 wmve the effect of this provision D This Agreement, together vath referenced exhabits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding 17 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 comment occurrmg during the term of thxs Agreement, or subsequent thereto, have any legal fome or effect whatsoever, unless properly executed in wntmg, and if appropriate, recorded as an amendment of this Agreement E In the event any chsagreement or chspute should arise between the parties hereto pertaining to the interpretation or meaning of any part of this Agreement or its govermng rules, codes, laws, ordxnances or regulataons, CITY as the party ultxmately responsible to HUD for matters of compliance, will have the final authority to render or to secure an interpretation F For purposes of ttus Agreement, all official commumcat~ons and not,ecs among the part,es shall be deemed made if sent postage prod to the parties and address set forth below TO CITY TO CONTRACTOR City Manager D~rector City of Denton Services Program for Aging Needs, Inc 215 E MeKmney St 1800 Malone Denton, Texas 76201 Denton, Texas 76201 O Tlus Agreement shall be interpreted in accordance w~th the laws of the State of Texas and venue of any htigatton concerning tbas Agreement shall be in a court competent junschct~on slttmg m Denton County, Texas .0t SSOF WHiCH th~s Agreement has been executed on this the ~ dayof Ar..- ,1997 CITY OF DENTON ATTEST JENNIFER WALTERS, CITY SECRETARY AP~)VED KS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY SERVICES PROGRAM FOR AGING NEEDS, INC IVE DIRECTOi~ ~/ ATTEST' '~OARD SECI~ETARY - 19 EXHIBIT ~A" WORK STATEMENT SPAN SPAN will provlde congregate and home-delivered meals to elderly c~t~zens at the Denton Sen~or center, Mart~n Luther King Center, and Herltage Oaks Community Center EXHIBIT '~B" SPAN GENEP~AL FI/ND BUDGET C~ty of Denton Funding $26,000 00 Monthly Request for Meals $ 2,166 66