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1995-202A:\CO~4DEV2.0RD ORDINANCE NO. ~- 2~2 AN ORDINANCE APPROVING AGREEMENTS BETWEEN THE CITY OF DENTON AND FRED MOORE CHILD CARE CENTER, DENTON CITY-COUNTY DAY NURSERY, AND DENTON COUNTY FRIENDS OF THE FAMILY; AUTHORIZING THE MAYOR TO EXECUTE THE AGREEMENTS; APPROVING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council has determined that it is in the best interest of the citizens of the City to provide public funds to the following contractors: Fred Moore Child Care Center, Denton City- County Day Nursery, and Denton County Friends of the Family, (collectively referred to herein as "CONTRACTORS") in consideration of the valuable public services to be furnished by CONTRACTORS to the City of Denton in accordance with the AGREEMENTS described herein below; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ~ECTION I. That the City Council hereby approves the following agreements attached hereto and incorporated herein by reference, between the City of Denton and CONTRACTORS: 1995-1996 Agreement Between The City of Denton, Texas And Fred Moore Child Care Center, 1995-1996 Agreement Between The City of Denton, Texas A~d Denton City-County Day Nursery, and 1995-1996 Agreement Between The City of Denton, Texas and Denton County Friends Of The Family (herein collectively referred to as "AGREEMENTS") SECTION II. That the City Council hereby authorizes the Mayor to execute said AGREEMENTS. SECTION III. That the City Council authorizes the expenditure of funds in the manner and amounts as specified in the AGREEMENTS. SECTION IV. That this ordinance shall become effective immediately upon its passage and approval. day of ~~/~ 1995. PASSED AND APPROVED this the j BOB 'CASTLEBERRY, MAYOR / ATTEST: / JENNIFER WALTERS, CITY SECRETARY BY: ~ APPr~ :D A O LEGAL FORM: HERB~ !T L. PROUTY, CITY ATTORNEY 1995 - 1996 AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND FRED MOORE CHILD CARE CENTER This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Fred Moore Child Care Center, a non- profit corporation, 821 Cross Timber, Denton, Texas 76201, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee (HSC) has reviewed the services of Organization and has determined that Organization per- forms an important service for the residents of Denton without re- gard to race, religion, color, age or national origin, and HSC recommends funding Organization; and WHEREAS, City has determined that Organization merits assis- tance and has provided for Thirty-Five Thousand Dollars in its budget; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks: A. To provide iow cost day care to iow income families where both parents work. B. To provide two nutritional meals, breakfast and lunch, for the children it serves. C. Organization shall perform those services described in the Work Statement herein attached as Exhibit A. II. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organiza- tion agrees to the following terms and conditions: A. Thirty-five Thousand Dollars ($35,000.00) may be paid to Organization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit B and incorporated herein by reference, for those expenses listed in the scope of services as provided herein. Organization shall not utilize these funds for any other purpose. B. It will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. It will permit authorized officials of City to review its books at any time. D. It will reduce to writing all of its rules, regulations, and policies and file a copy with City's Community Development Office along with any amendments, additions, or revisions whenever adopted. E. It will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. At the discretion of City, Organization may be required to refund the balance of the special account to City at the end of Organization's fiscal year. G. It will promptly pay all bills when submitted unless there is a discrepancy in a bill; any errors or discrepancies in bills shall be promptly reported to City's Executive Director of Finance, or her authorized representative, for further direction. H. It will appoint a representative who will be available to meet with City's Executive Director of Finance and other City officials when requested. I. It will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors, and save and hold City harmless from all liability, including costs, expenses and attorneys fees, for or on account of, any claims, audit exceptions, suits, or damages of any character whatsoever, resulting in whole or in part from the performance or omission of any act of any employee, agent or representative of Organization. J. It will submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE The services funded by City shall be undertaken by Organization within the following time frame: October 1, 1995 through September 30, 1996. PAGE 2 IV. PAYMENTS A. Payments to Organization. City shall pay to Organization an amount of money not to exceed Thirty-five Thousand Dollars ($35,000.00) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. Excess Payment. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. C. During any one month period, Organization will not request more than one-fifth (1/5) of the total budget as specified in Exhibit B. D. Deobligation of Funds. In the event that actual expendi- tures deviate from Organization's provision of a corresponding level of performance, as specified in Exhibit A, City hereby reserves the right to reappropriate or recapture any such under- expended funds. E. Contract Close Out. Organization 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 reimbursement of funds under this Agreement, within fifteen (15) working days following the close of the contract period. Organiza- tion shall utilize the form agreed upon by City and Organization. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously moni- tored. Organization agrees to make available its financial records for review by City at City's discretion. In addition, Organization agrees to provide City the following data and reports, or copies thereof: A. Ail external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten (10) days of receipt. PAGE 3 B. Ail external or internal evaluation reports. C. Quarterly performance reports to be submitted in January, April, July and September, to include the following data: 1. Number of children served each month. 2. Income level of families participating in program. 3. Race and/or ethnicity of participating children. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include expenses and income, outstanding obligations and beginning and ending balances. VI. DIRECTORS' MEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Direc- tors, setting forth the time and place thereof. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to City within ten (10) working days of approval. VII. SUSPENSION OR TERMINATION City may suspend or terminate this Agreement and payments to Organization, in whole or part, for cause. Cause shall include but not be limited to the following: A. Organization's improper or inept use of funds, B. Organization's failure to comply with the terms and conditions of this agreement, C. Organization's submission of data and/or reports that are incorrect or incomplete in any material respect, D. Appointment of a trustee, receiver of liquidator for all or a substantial part of Organization's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against Organization, or E. City determines that the carrying out of this Agreement is impossible or infeasible. PAGE 4 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 case of termination, Organization will 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. VIII. EQUAL OPPORTUNITY A. Organization will submit for City approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective date of this Agreement. B. Organization shall comply with all applicable equal employ- ment opportunity and affirmative action laws or regulations. C. Organization will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. D. In the event of Organization's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City. IX. WARRANTIES ORGANIZATION represents and warrants that: A. Ail information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. PAGE 5 D. None of the provisions herein 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. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions 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 furnished by Organization to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. Organization may not make transfers between or among approved line-items within budget categories set forth in Exhibit B without prior written approval of the Community Development Coordinator for the City. Organization 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 this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. 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 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 PAGE 6 increase or decrease in the amount of Organization's compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of City. G. Organization agrees to notify City of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change. H. Organization shall notify City of any changes in personnel or governing board composition. I. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. XI. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that City 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 liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the perfo~a~ance or omission of any employee, agent or representative of Organization. B. Organization agrees to provide the defense for, and to indemnify and hold harmless City 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 implementation except to the extent caused by the willful act or omission of City, its agents or employees. XII. CONFLICT OF INTEREST A. Organization covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall PAGE 7 possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest; or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. XIII. NEPOTISM Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is cur- rently employed by Organization, or is a member of Organization's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. XIV. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposi- ted in the United States mail, postage prepaid, registered or cer tified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: CITY ORGANIZATION City of Denton, Texas Director Attn:City Manager Fred Moore Child Care Center 215 E. McKinney P.O. Box Drawer N Denton, TX 76201 Denton, TX 76202 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XV. MISCELLANEOUS A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. PAGE 8 B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Organization hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropri- ate, recorded as an amendment of this Agreement. IN WITNESS WHEREOF, the parties do hereby af~i~x,~thei~r signs- tu,~s ~n~d,~nter into this Agreement as of the/7~~-''' day of ~,~~_ _ , 1995. CITY OF DENTON, TEXAS BOB CAST ATTEST: JENNIFER WALTERS, CITY SECRETARY PAGE 9 APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY FRED MOORE CHILD CARE CENTER ~TTEST: PA~E 10 EXHIBIT "A" WORK STATEMENT FRED MOORE DAY NURSERY SCHOOL The Fred Moore Day Nursery School is a non-profit child care center which provides child care on a sliding scale. Children six weeks through five years of age are eligible for the program. Ninety percent of the children are from low income families. The parents must be working to be eligible to enroll their child. The purpose of the center is to provide a safe, healthy environment that will meet the development needs of the child. Activities are designed for each age group to meet the individual and group needs. The curriculum includes creative arts, motor skills, speech development, music as well as personal hygiene and manners. The center provides breakfast, lunch, and an aflemoon snack for each child. All meals meet the USDA food requirements for children in child care. EXHIBIT "B" FRED MOORE DAY NURSERY SCHOOL, INC. GENERAL FUND BUDGET City of Demon Funding $ 35,000.00 Monthly Request $ 2,916.66 Monthly Expenses Teacher $ 928.00 Teacher $ 896.00 Teacher $ 880.00 Teacher $ 400.00 Total $ 3,104.00 1995 - 1996 AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON CITY-COUNTY DAY NURSERY This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Denton City-County Day Nursery, a non-profit corporation, 1603 Paisley, Denton, Texas 76201, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee (HSC) has reviewed the services of Organization and has determined that Organization per- forms an important service for the residents of Denton without re- gard to race, religion, color, age or national origin, and HSC recommends funding Organization; and WHEREAS, City has determined that Organization merits assis- tance and has provided for Twenty-One Thousand Dollars in its budget; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks: A. Provide Iow cost day care to iow income families where parent(s) work and/or attend school or actively seek employment. B. Provide two nutritional meals, breakfast and lunch, for the children it serves. C. Organization shall perform those services described in the Work Statement herein attached as Exhibit A. II. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organiza- tion agrees to the following terms and conditions: A. Twenty-one Thousand Dollars ($21,000.00) may be paid to Organization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit B and incorporated herein by reference, for those expenses listed in the scope of services as provided herein. Organization shall not utilize these funds for any other purpose. B. It will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. It will permit authorized officials of City to review its books at any time. D. It will reduce to writing all of its rules, regulations, and policies and file a copy with City's Community Development Office along with any amendments, additions, or revisions whenever adopted. E. It will not enter into any contracts that would encumber city funds for a period that would extend beyond the term of this Agreement. F. At the discretion of City, Organization may be required to refund the balance of the special account to City at the end of Organization's fiscal year. G. It will promptly pay all bills when submitted unless there is a discrepancy in a bill; any errors or discrepancies in bills shall be promptly reported to city's Executive Director of Finance, or her authorized representative, for further direction. H. It will appoint a representative who will be available to meet with city's Executive Director of Finance and other City officials when requested. I. It will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors, and save and hold City harmless from all liability, including costs, expenses and attorneys fees, for or on account of, any claims, audit exceptions, suits, or damages of any character whatsoever, resulting in whole or in part from the performance or omission of any act of any employee, agent or representative of Organization. J. It will submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE The services funded by City shall be undertaken by Organization within the following time frame: October 1, 1995 through September 30, 1996. PAGE 2 IV. PAYMENTS Ao Payments to Organization. City shall pay to Organization an amount of money not to exceed Twenty-One Thousand Dollars ($21,000.00) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. Excess Payment. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. C. During any one month period, Organization will not request more than one-fifth (1/5) of the total budget as specified in Exhibit B. D. Deobligation of Funds. In the event that actual expendi- tures deviate from Organization's provision of a corresponding level of performance, as specified in Exhibit A, City hereby reserves the right to reappropriate or recapture any such under- expended funds. E. Contract Close Out. Organization 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 reimbursement of funds under this Agreement, within fifteen (15) working days following the close of the contract period. Organiza- tion shall utilize the form agreed upon by City and Organization. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously moni- tored. Organization agrees to make available its financial records for review by City at City's discretion. In addition, Organization agrees to provide City the following data and reports, or copies thereof: A. Ail external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten (10) days of receipt. PAGE 3 B. Ail external or internal evaluation reports. C. Quarterly performance reports to be submitted in January, April, July and September, to include the following data: 1. Number of children served each month. 2. Income level of families participating in program. 3. Race and/or ethnicity of participating children. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include expenses and income, outstanding obligations and beginning and ending balances. VI. DIRECTORS' MEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Direc- tors, setting forth the time and place thereof. Such notice shall be delivered to city in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to city within ten (10) working days of approval. VII. SUSPENSION OR TERMINATION City may suspend or terminate this Agreement and payments to Organization, in whole or part, for cause. Cause shall include but not be limited to the following: A. Organization's improper or inept use of funds, B. Organization's failure to comply with the terms and conditions of this agreement, C. Organization's submission of data and/or reports that are incorrect or incomplete in any material respect, D. Appointment of a trustee, receiver of liquidator for all or a substantial part of Organization's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation proceedings by or against Organization, or E. city determines that the carrying out of this Agreement is impossible or infeasible. PAGE 4 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 case of termination, Organization will 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. VIII. EQUAL OPPORTUNITY A. Organization will submit for City approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective date of this Agreement. B. Organization shall comply with all applicable equal employ- ment opportunity and affirmative action laws or regulations. C. Organization will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. D. In the event of Organization's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City. IX. WARRANTIES ORGANIZATION represents and warrants that: A. Ail information, reports and data heretofore or hereafter requested by city and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. PAGE 5 D. None of the provisions herein 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. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions 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 furnished by Organization to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. Organization may not make transfers between or among approved line-items within budget categories set forth in Exhibit B without prior written approval of the Community Development Coordinator for the City. Organization 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 this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. 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 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 PAGE 6 increase or decrease in the amount of Organization's compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of City. G. Organization agrees to notify City of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change. H. Organization shall notify City of any changes in personnel or governing board composition. I. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. XI. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that City is contracting with Organization as an independent contractor and that as such, Organization shall save and hold City, its officers, agents and employees ha~,~less from all liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of Organization. B. Organization 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 implementation except to the extent caused by the willful act or omission of City, its agents or employees. XII. CONFLICT OF INTEREST A. Organization covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall PAGE 7 possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest; or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. XIII. NEPOTISM Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is cur- rently employed by Organization, or is a member of Organization's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. XIV. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, whendeposi- ted in the United States mail, postage prepaid, registered or cer tified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: CITY ORGANIZATION City of Denton, Texas Director Attn:City Manager Denton City-County Day Nursery 215 E. McKinney 1603 Paisley Denton, TX 76201 Denton, TX 76201 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XV. MISCELLANEOUS A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. PAGE 8 B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Organization hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropri- ate, recorded as an amendment of this Agreement. IN WITNESS WHEREOF, the parties do hereby af~t~heir signa- tj~re~ ~n,d_enter into this Agreement as of the/~--~ day of ~%~'~~ , 1995. CITY OF DENTON, TEXAS BbB CAST ATTEST: JENNIFER WALTERS, CITY SECRETARY PAGE 9 APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY DENTON CITY- COUNTY DAY NURSERY D :R"~T~ .... ATTEST: SECRETARY PAGE 10 EXHIBIT "A" WORK STATEMENT DENTON CITY-CO. DAY NURSERY Denton City Co. Day Nursery is a non-profit child care facility for low income families. DCCDN serves 66 children daily ranging in age from 18 months to 5 1/2. Parents must be working, going to school full time, or doing both part time, or actively seeking employment to be eligible. DCCDN is open Monday through Friday from 6:30 a.m. to 5:30 p.m. The staff consists of 8 teachers, a cook, an assistant director and director. The children are served breakfast, lunch, and 2 snacks. The nursery not only provides a safe and healthy environment for child care, but a learning program for all age groups. The curriculum places emphasis on cognitive, affective, and psychomotor learning skills, good health habits, and physical development. The nursery staff receives 20 continuing education hours each year in child development and early childhood education. The most important element of our work is the emphasis placed on enhancing the self concept of each individual child, as this is very significant for his/her future success. EXHIBIT "B" DENTON CITY-COUNTY DAY NURSERY GENERAL FUND BUDGET City of Denton Funding ........................................ $21,000.00 Monthly Request .............................................. $1,750.00 Monthly Expenses Teacher I .................................................... $946.41 Teacher II .................................................... $946.41 Total ...................................................... $1892.82 1995 - 1996 AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY FRIENDS OF THE FAMILY This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and the Denton County Friends of the Family, a non-profit corporation, P. O. Box 623, Denton, Texas 76202, hereinafter referred to as "Organization"; WHEREAS, City's Human Services Committee (HSC) has reviewed the services of Organization and has determined that Organization per- forms an important service for the residents of Denton without re- gard to race, religion, color, age or national origin, and HSC recommends funding Organization; and WHEREAS, City has determined that Organization merits assis- tance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Organization shall in a satisfactory and proper manner perform the following tasks, for which the monies provided by City may be used: A. Provide emergency residential shelter to women and their children, who are victims of domestic violence. B. Provide counseling, on both a residential and nonresidential basis, to family members, to assist them in dealing with the emo- tional and physical trauma of domestic violence. C. Provide counseling services to victims of rape and their families. D. Provide community education services concerning rape and domestic violence. E. Organization shall perform those services described in the Work Statement herein attached as Exhibit A. II. OBLIGATIONS OF ORGANIZATION In consideration of the receipt of funds from City, Organiza- tion agrees to the following terms and conditions: A. Thirty-six Thousand Dollars ($36,000.00) may be paid to Organization by City, and the only expenditures reimbursed from these funds, shall be those in accordance with the project budget, attached hereto as Exhibit B and incorporated herein by reference, for those expenses listed in the scope of services as provided herein. Organization shall not utilize these funds for any other purpose. B. It will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program. C. It will permit authorized officials of City to review its books at any time. D. It will reduce to writing all of its rules, regulations, and policies and file a copy with City's Community Development Office along with any amendments, additions, or revisions whenever adopted. E. It will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. At the discretion of City, Organization may be required to refund the balance of the special account to City at the end of Organization's fiscal year. G. It will promptly pay all bills when submitted unless there is a discrepancy in a bill; any errors or discrepancies in bills shall be promptly reported to City's Executive Director of Finance, or her authorized representative, for further direction. H. It will appoint a representative who will be available to meet with City's Executive Director of Finance and other City officials when requested. I. It will indemnify and hold harmless City from any and all claims and suits arising out of the activities of Organization, its employees, and/or contractors. J. It will submit to City copies of year-end audited financial statements. III. TIME OF PERFORMANCE The services funded by City shall be undertaken by Organization within the following time frame: October 1, 1995 through September 30, 1996. PAGE 2 V. PAYMENTS A. PAYMENTS TO ORGANIZATION. City shall pay to Organization a maximum amount of money not to exceed Thirty-six Thousand Dollars ($36,000.00) for services rendered under this Agreement. City will pay these funds on a reimbursement basis to Organization within twenty days after City has received supporting documentation. Organization's failure to request reimbursement on a timely basis, may jeopardize present or future funding. B. ExcEss PAYMENT. Organization shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Organization; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. C. During any one month period, Organization will not request more than one-fifth (1/5) of any budgeted line items for costs as specified in Exhibit B. D. DEOBLIGATION 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 reserves the right to reappropriate or recapture any such under expended funds. E. CONTRACT CLOSE OUT. Organization 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 reimbursement of funds under this Agreement, within fifteen (15) working days following the close of the contract period. Organiza- tion shall utilize the form agreed upon by City and Organization. V. EVALUATION Organization agrees to participate in an implementation and maintenance system whereby the services can be continuously moni- tored. Organization agrees to make available its financial records for review by City at City's discretion. In addition, Organization agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. Organization shall submit a copy of the annual independent audit to City within ten (10) days of receipt. PAGE 3 B. Ail external or internal evaluation reports. C. Quarterly performance reports to be submitted in January, April, July and September, to include the following data: 1. Shelter services: a. Total number of clients served. b. Number of shelter days. c. Number of client counseling hours. 2. Hotline crisis line: a. Total number of calls. b. Number of family violence calls. c. Number of batterer calls. d. Number of sexual assault calls. 3. Outreach services: a. Number of family violence calls. b. Number of sexual assault victims served. c. Number of batterers served. d. Number of total clients counseling hours. e. Number of homemaker's clients served and number of hours served. f. Number of adult parenting clients served. g. Number of total parenting hours. 4. Number of volunteers. 5. Number of volunteer hours. 6. Race and/or ethnicity of clients. D. Organization agrees to submit quarterly financial statements in January, April, July, and September. Each statement shall include 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 in program services. VI. DIRECTORS' MEETINGS During the term of this Agreement, Organization shall deliver to City copies of all notices of meetings of its Board of Direc- tors, setting forth the time and place thereof. Such notice shall be delivered to City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed. Organization understands and agrees that City's representatives shall be afforded access to all meetings of its Board of Directors. Minutes of all meetings of Organization's governing body shall be available to City within ten (10) working days of approval. PAGE 4 VII. SUSPENSION OR TERMINATION 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 case of termination, Organization will 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. VIII. EQUAL OPPORTUNITY A. Organization will submit for City approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective date of this Agreement. B. Organization shall comply with all applicable equal employ- ment opportunity and affirmative action laws or regulations. C. Organization will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. D. In the event of Organization's non-compliance with the non-discrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Organization may be barred from further contracts with City. IX. WARRANTIES ORGANIZATION represents and warrants that: A. Ail information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Organization on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of Organization. C. No litigation or legal proceedings are presently pending or threatened against Organization. PAGE 5 D. None of the provisions herein 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. Organization has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions 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 furnished by Organization to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. Organization may not make transfers between or among approved line-items within budget categories set forth in Exhibit B without prior written approval of the Community Development Coordinator for the City. Organization 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 this Agreement. In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under this Agreement. C. Organization will submit revised budget and program information, whenever the level of funding for Organization or the program(s) described herein is altered according to the total levels contained in any portion of Exhibit B. 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 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 PAGE 6 increase or decrease in the amount of Organization's compensation. Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of this Section. F. Any alterations, deletions, or additions to the Contract Budget Detail incorporated in Exhibit B shall require the prior written approval of City. G. Organization agrees to notify City of any proposed change in physical location for work performed under this Agreement at least thirty (30) calendar days in advance of the change. H. Organization shall notify City of any changes in personnel or governing board composition. I. It is expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. XI. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that City 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 liability of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, suits or damages of any character whatsoever resulting in whole or in part from the performance or omission of any employee, agent or representative of Organization. B. Organization 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 implementation except to the extent caused by the willful act or omission of City, its agents or employees. XII. CONFLICT OF INTEREST A. Organization covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Organization further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. PAGE 7 B. Organization further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall (1) participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest; or (2) have any interest, direct or indirect, in this Agreement or the proceeds thereof. xIII. NEPOTISM Organization shall not employ in any paid capacity any person who is a member of the immediate family of any person who is cur- rently employed by Organization, or is a member of Organization's governing board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half-sister. XIV. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposi- ted in the United States mail, postage prepaid, registered or cer tified, return receipt requested, addressed to Organization or City, as the case may be, at the following addresses: CITY ORGANIZATION City of Denton, Texas Director Attn:City Manager Friends of the Family 215 E. McKinney P.O. Box 623 Denton, TX 76201 Denton, TX 76202 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XV. MISCELLANEOUS A. Organization shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising PAGE 8 thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Organization hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement consti- tute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Organization. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understand- ing, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropri- ate, recorded as an amendment of this Agreement. IN WITNESS WHEREOF, the parties do hereby aff, i~,~he~r signa- t~s~er into this Agreement as of the/'/7~-'' day of ~/~. , 1995. CITY OF DENTON, TEXAS BY: ~LEB~O~ BO~ CAST ATTEST: JENNIFER WALTERS, CITY SECRETARY PAGE 9 APPROVED AS TO LEGAL FORM: HERBERT PROUTY, CITY ATTORNEY DENTON COUNTY FRIENDS OF THE FAMILY ATTEST: SECRETARY 1-Cp: \fof95 EXHIBIT "A" WORK STATEMENT DENTON COUNTY FRIENDS OF THE FAMILY Denton County Friends of the Family, Inc. Provides a full realm of services to victims of family violence and sexual assault. The services provided free of charge to victims include a 24-hour, 7 day a week hotline, an emergency shelter for women and their children who are in danger due to family violence, children's programs in the shelter and outreach offices, individual program and group counseling for victims, a sexual assault recovery program which includes rape crisis intervention 24-hours a day, accompaniment and advocacy throughout the legal system, homemaker services for referred CPS cases, and parenting education. In addition to the above services provided for victims, individual and group therapy is provided for family violence offenders based on a sliding fee scale. EXHIBIT "B" DENTON COUNTY FRIENDS OF THE FAMILY GENERAL FUND BUDGET City of Denton Funding $ 36,000.00 Monthly Request $ 3,000.00 Monthly Expenses Director of Family Violence $ 416.67 Director of Sexual Assault $ 333.33 Director of Battering Interruption $ 1,000.00 Director of Children and Adolescent Services $ 833.33 Director of Family Services $ 416.67 Total $ 3,000.00