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