1995-203 A: \CO~DEVE. ORD
NOTE: See copy of contract for TWU Cares.
ORDINANCE NO. ~- ~.~
AN ORDINANCE APPROVING AGREEMENTS BETWEEN THE CITY OF DENTON AND
TEXAS WOMAN'S UNIVERSITY, HOPE INC., NORTH TEXAS COMMUNITY CLINICS,
AND SPAN; 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: Texas Woman's University, Hope Inc., North
Texas Community Clinics, and Span (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 attached hereto; NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 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 and Texas Woman's University (TWU
C.A.R.E.S.), 1995-1996 Agreement Between The City of Denton and
Hope Inc., 1995-1996 Agreement Between The City of Denton and North
Texas Community Clinics, Incorporated, and 1995-1996 Agreement
Between The City of Denton and Services Program For Aging Needs,
Incorporated (collectively referred to herein 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.
PASSED AND APPROVED this the /7~ day of ~~, 1995.
ATTEST: BOB CASTLEBERRY, MAYOR/~
JENNIFER WALTERS, CITY SECRETARY
/
APPR~E~ AS~O LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
1995 - 1996
AGREEMENT BETWEEN THE CITY OF DENTON
AND HOPE, iNC.
This Contract is made and entered into by and between the City
of Denton, a Texas municipal corporation, acting by and through its
City Manager, pursuant to ordinance, hereinafter referred to as
CITY, and Hope, Inc., 1213 N. Elm, Denton, Texas 76201, hereinafter
referred to as CONTRACTOR.
WHEREAS, CITY has received certain 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
assistance to the homeless families; and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this contract
and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the parties hereto agree, and by the execu-
tion hereof are bound to the mutual obligations and to the per-
formance and accomplishment of the conditions hereinafter
described.
I.
TERM
This Contract shall commence on or as of October 1, 1995, and
shall terminate on September 30, 1996.
ii.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities, described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
CITY will consider CONTRACTOR's executive officer to be CONTRAC-
TOR's representative responsible for the management of all
contractual matters pertaining hereto, unless written notification
to the contrary is received from CONTRACTOR, and approved by CITY.
The CITY'S Community Development Administrator will be CITY's
representative responsible for the administration of this contract.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding any other
provision of the Contract, the total of all payments incurred by
CITY hereunder shall not exceed the sum of $30,000.00.
B. Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by CONTRACTOR, CITY
shall make payments to CONTRACTOR based on the Budget attached
hereto and incorporated herein for all purposes as Exhibit B, sub-
ject to the limitations and provisions set forth in this Section
and Section VII of this Contract.
(1) CITY shall not be liable for any cost or portion
thereof which:
(a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other
source;
(b) was incurred prior to the beginning date,
or after the ending date specified in
Section I;
(c) is not in strict accordance with the
terms of this Contract, including all exhibits
attached hereto; or
(d) has not been billed to CITY within thirty
(30) calendar days following billing to CON-
TRACTOR, or termination of the Contract,
whichever date is earlier.
(2) CITY shall not be liable for any cost or portion
thereof which is incurred with respect to any activity of CON-
TRACTOR requiring prior written authorization from CITY, or
after CITY has requested that CONTRACTOR furnish data concern-
ing such action prior to proceeding further, unless and until
CITY advises CONTRACTOR to proceed.
(3) CITY shall not be obligated or liable under this
Contract to any party other than CONTRACTOR for payment of any
monies or provision of any goods or services.
PAGE 2
IV.
COMPLIANCE WITH STATE and LOCAL LAWS
CONTRACTOR shall comply with all laws of the United States of
America and the State of Texas and ordinances of the City of Denton
in the performance of this contract.
Ve
REPRESENTATIONS
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Contract.
B. The person or persons signing and executing this Contract
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
she, or they have been fully authorized by CONTRACTOR to execute
this Contract on behalf of CONTRACTOR and to validly and 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 this Contract if there
is a dispute as to the legal authority of either CONTRACTOR or the
person signing the Contract to enter into this Contract. CONTRAC-
TOR is liable to CITY for any money it has received from CITY for
performance of the provisions of this Contract if CITY has sus-
pended or terminated this Contract for the reasons enumerated in
this Section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Contract will in no way be sub-
stituted for funds and resources from other sources, nor in any way
serve to reduce the resources, services, or other benefits which
would have been available to, or provided through, CONTRACTOR had
this Contract 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
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and sufficient payment for full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Contract.
PAGE 3
No modifications or alterations may be made in the Work State-
ment without the prior written approval of the City's Community
Development Administrator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the CON-
TRACTOR a maximum amount of money totaling $30,000 for services
rendered under this Contract. CITY will pay these funds on a reim-
bursement basis to the CONTRACTOR within twenty days after CITY has
received supporting documentation. Those CONTRACTORS who fail to
request reimbursement on a timely basis, may jeopardize present or
future funding.
B. Excess Payment. CONTRACTOR 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 CONTRACTOR: or
(2) has not been spent strictly in accordance with the
terms of this Contract; or
(3) is not supported by adequate documentation to fully
justify the expenditure.
C. Deobligation of Funds. In the event that actual expendi-
tures deviate from CONTRACTOR'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.
D. Contract Close Out. CONTRACTOR shall submit the Contract
close out package to CITY, together with a final expenditure re-
port, for the time period covered by the last invoice requesting
reimbursement of funds under this Contract, within ten (10) working
days following the close of the Contract period. CONTRACTOR shall
utilize the form agreed upon by CITY and CONTRACTOR.
VIII.
WARRANTIES
CONTRACTOR represents and warrants that:
A. All 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 condition of CONTRACTOR on the date shown on
PAGE 4
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, in the financial condition
of CONTRACTOR.
C. No litigation or legal proceedings are presently pending
or threatened against CONTRACTOR related to the program described
in Exhibit A.
D. None of the provisions herein contravenes or is in con-
flict with the authority under which CONTRACTOR is doing business
or with the provisions of any existing indenture or agreement of
CONTRACTOR.
E. CONTRACTOR has the power to enter into this Contract and
accept payments hereunder, and has taken all necessary action to
authorize such acceptance under the terms and conditions of this
Contract.
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 in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
During the period of time that payment may be made hereunder
and so long as any payments remain unliquidated, CONTRACTOR shall
not, without the prior written consent of CITY's Executive Director
of Planning and Development or his authorized representative:
(1) Mortgage, pledge, or otherwise encumber or suffer to
be encumbered, any of the assets of CONTRACTOR now owned or
hereafter acquired by it, or permit any pre-existing mort-
gages, liens, or other encumbrances to remain on, or attached
to, any assets of CONTRACTOR which are allocated to the per-
formance of this Contract and with respect to which CITY has
ownership 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.
PAGE 5
(4) Make any advance or loan to, or incur any liability
for any other firm, person, entity or corporation as guaran-
tor, surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item
of personal property purchased with funds paid to CONTRACTOR
by CITY, unless CITY authorizes such transfer.
CONTRACTOR agrees, upon written request by CITY, to require
its employees to attend training sessions sponsored by the Com-
munity Development Office.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
this Contract and in conformance with the standards and provisions
set forth in Exhibits A and B.
B. Approval of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval of the expenditure of funds, even
though certain items may appear herein. CITY's prior written
authorization is required in order for the following to be con-
sidered allowable costs:
(1) Encumbrance or expenditure during any one month
period which exceeds one-fifth (1/5) of any budgeted line
items for costs as specified in Exhibit B.
{2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Contract.
(3) Out of town travel.
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are con-
ducted.
(5) Any alterations, deletions or additions to the
Personnel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are CONTRACTOR's responsibility
and shall be made within sufficient time to permit a thorough
review by CITY. Contractor must obtain written approval by CITY
PAGE 6
prior to the commencement of procedures to solicit or purchase
services, equipment, or real or personal property. Any procurement
or purchase which may be approved under the terms of this Contract
must be conducted in its entirety in accordance with the provisions
of this Contract.
XI.
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Contract, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Contract or any ap-
plicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
under this Contract for the period of time and under the conditions
specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Contract.
D. At any reasonable time and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, or any of
its authorized representatives, all of its records and shall permit
CITY, or any of its authorized representatives to audit, examine,
make excerpts and copies of such records, and to conduct audits of
all contracts, invoices, materials, payrolls, records of personnel,
conditions or employment and all other data requested by said
representatives.
XII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CON-
TRACTOR shall furnish such statements, records, data and informa-
tion as CITY may request and deem pertinent to matters covered by
this Contract.
CONTRACTOR shall submit quarterly beneficiary and financial reports
to CITY no less than once each three months, with the first reports
due on or before March 1, 1995. The beneficiary report shall
detail client information, including race, income, female head of
PAGE 7
household and other statistics required by CITY. The financial
report shall include information and data relative to all
programmatic and financial reporting as of the beginning date
specified in Section I of this Contract.
Unless a written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
within ten (10) days after receipt of such.
XIII.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Contract.
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, which are attached
hereto as Exhibit A, as well as other provisions of this Contract.
C. CONTRACTOR agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsi-
bilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR.
XIV.
DIRECTORS' MEETINGS
During the term of this Contract, CONTRACTOR shall cause to be
delivered to CITY copies of all notices of meetings of its Board of
Directors, setting forth the time and place thereof. Such notice
shall be delivered to CITY in a timely manner to give adequate
notice, and shall include an agenda and a brief description of the
matters to be discussed. CONTRACTOR understands and agrees that
CITY representatives shall be afforded access to all of the Board
of Directors' meetings.
Minutes of all meetings of CONTRACTOR's governing body shall
be available to CITY within ten (10) working days of approval.
PAGE 8
XVe
INSURANCE
A. CONTRACTOR shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Contract.
B. CONTRACTOR shall obtain, for the premises on and in which
the activities described in Exhibit A are conducted, and for the
employees conducting these activities, premise liability insurance,
commonly referred to as "Owner/Tenant" coverage, with CITY named as
an additional insured. Upon request of CONTRACTOR, CITY may, at
its sole discretion, approve alternate insurance coverage arrange-
ments.
C. CONTRACTOR will comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. CONTRACTOR will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
CONTRACTOR. Ail employees of CONTRACTOR who are required to drive
a vehicle in the normal scope and course of their employment must
possess a valid Texas driver's license and automobile liability
insurance. Evidence of the employee's current possession of a
valid license and insurance must be maintained on a current basis
in CONTRACTOR's files.
E. Actual losses not covered by insurance as required by
this Section are not allowable costs under this Contract, and
remain the sole responsibility of CONTRACTOR.
XVI.
EQUAL OPPORTugITY
A. CONTRACTOR shall submit for CITY's approval a written
plan for compliance with the Equal Employment and Affirmative
Action Federal provisions, within thirty (30) days of the effective
date of this Contract.
B. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports re-
quested by the 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 CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Contract in whole or in part, and CONTRACTOR may be barred from
further contracts with CITY.
PAGE 9
XVII.
PERSONNEL POLICIES
CONTRACTOR shall establish and maintain personnel policies
which shall be available for examination. Such personnel policies
shall:
A. Be no more liberal than CITY's personnel policies, pro-
cedures, and practices, including policies with respect to employ-
ment, salary and wage rates, working hours and holidays, fringe
benefits, vacation and sick leave privileges, and travel; and
B. Be in writing and shall be approved by the governing body
of CONTRACTOR and by CITY.
XVIII.
CONFLICT OF INTEREST
A. CONTRACTOR 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 Contract. CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body.
B. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he 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 Contract shall (1) participate in any decision relating to the
Contract 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 Contract or the proceeds thereof.
XIX.
NEPOTISM
CONTRACTOR shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is
currently employed by CONTRACTOR, or is a member of CONTRACTOR'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.
PAGE 10
XX.
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is
preparing or submitting any application for funding for the program
described in Exhibit B in accordance with the following procedures:
A. When the application is in the planning stages, CON-
TRACTOR 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, whichever 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 funding
award by CONTRACTOR, together with copies of the budget, program
description, and contract.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXI.
CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of
this Contract shall be by written amendment executed by both
parties, except when the terms of this Contract expressly provide
that another method shall be used.
B. CONTRACTOR may not make transfers between or among ap-
proved 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 this Contract. In addition, budget
revisions cannot significantly change the nature, intent, or scope
of the program funded under this Contract.
C. CONTRACTOR will submit revised budget and program in-
formation whenever the level of funding for CONTRACTOR 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 Contract. Any such modi-
fications are to be automatically incorporated into this Contract
without written amendment hereto, and shall become a part of the
Contract on the effective date specified by the law or regulation.
E. CITY may, from time to time during the term of the Con-
tract, request changes in Exhibit A which may include an increase
PAGE 11
or decrease 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, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY.
G. CONTRACTOR agrees to notify CITY of any proposed change
in physical location for work performed under this Contract 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 Exhibit A for any program contracted hereunder nor the transfer
of funds between or among said programs will be permitted.
XXII.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, 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 mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
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 sat-
isfied, CONTRACTOR may be restored to full compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of Section XXIII may be effectu-
ated.
XXIII.
TERMINATION
A. CITY may terminate this Contract with cause for any of
the following reasons:
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXII.
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Contract.
PAGE 12
(3) Termination or reduction of funding by the United
States Department of Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition
as to endanger performance under this Contract;
(b) has allocated inventory to this Contract
substantially exceeding reasonable requirements;
(c) is delinquent in payment of taxes, or of costs
of performance of this Contract in the ordinary course of
business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR.
(6) CONTRACTOR's inability to conform to changes
required by Federal, State and local laws or regulations as
provided in Section IV, and Section XXI (D), of this Contract.
(7) The commission of an act of bankruptcy.
(8) CONTRACTOR's violation of any law or re~ulation to
which CONTRACTOR is bound or shall be bound under the terms of
the Contract.
CITY shall promptly notify CONTRACTOR in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding sources specified in Exhibit B.
B. CITY may terminate this Contract for convenience at any
time. If this Contract is terminated by CITY for convenience,
CONTRACTOR will be paid 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
Contract, less payments previously made.
C. CONTRACTOR may terminate this Contract 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 Contract, 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.
PAGE 13
CONTRACTOR may terminate this Contract upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this
Contract.
D. Upon receipt of notice to terminate, CONTRACTOR shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Contract.
CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors
for any expenses, encumbrances or obligations whatsoever incurred
after the termination date.
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, CONTRACTOR shall not be relieved of
liability to CITY for damages sustained by CITY by virtue of any
breach of the Contract 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.
XXIV.
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
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action; the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that instituted
or threatened to institute any type of action or proceeding; the
basis of such claim, action or proceeding; and the name of any
person(s) against whom such claim is being made or threatened.
Such written notice shall be delivered either personally or by
mail.
XXV.
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 hax~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 per-
fo~ance or omission of any employee, agent or representative of
CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to
indemnify and hold hax~less CITY its agents, employees, or con-
tractors from any and all claims, suits, causes of action, demands,
d~ges, losses, attorneys fees, expenses, and liability arising
out of the use of these contracted funds and program administration
and impl-mentation except to the extent caused by the willful act
or omission of CITY, its agents, employees, or contractors.
PAGE 14
XXVI.
CONFLICT OF iNTEREST
A. CONTRACTOR 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 Contract. CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body.
B. CONTRACTOR further covenants that no member of its
governing body or it staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he 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 Contract shall (1) participate in any decision relating to the
Contract 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 Contract or the proceeds thereof.
XXVII.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Contract or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other finan-
cial institution without the prior written approval of CITY.
B. If any provision of this Contract 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 CONTRACTOR hereunder, or
any other act or failure of CITY to insist in any one or more
instances upon the terms and conditions of this Contract constitute
or be construed in any way to be a waiver by CITY of any breach of
covenant or default which may then or subsequently be committed by
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 waive the effect of this
provision.
D. This Contract, together with referenced exhibits and
attachments, constitutes the entire agreement between the parties
hereto, and any prior agreement, assertion, statement, understand-
PAGE 15
ing or other commitment antecedent to this Contract, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Contract, or subse-
quent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
amendment of this Contract.
E. In the event any disagreement or dispute should arise
between the parties hereto pertaining to the interpretation or
meaning of any part of this Contract or its governing rules, codes,
laws, ordinances or regulations, CITY as the party ultimately
responsible to HUD for matters of compliance, will have the final
authority to render or to secure an interpretation.
F. For purposes of this Contract, all official communica-
tions and notices among the parties shall be deemed made as of the
date mailed if sent postage paid to the parties and address set for
below:
TO CITY: TO CONTRACTOR:
City Manager Barbara Atkins
City of Denton HOPE, Inc.
215 E. McKinney St. 1213 N. Elm
Denton, Texas 76201 Denton, Texas 76201
/~_~TNESS OF_~W~ Contract has been executed on this
the /~/'--day of~/~.~F~v4~,~. ~ , 1995
CITY OF DENTON
ATTEST: BOB CASTLEBERRY,~OR~
/
JE~IFER WALTERS, CITY
SECRETLY
APPRO~D AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTO~EY
PAGE 16
EXHIBIT "A"
WORK STATEMENT
HOPE, INC.
30-90 DAY CLIENT ASSISTANCE PROGRAM
The program provides assistance to families who are homeless or potentially homeless, and
who have the desire and ability to establish self-reliance. The funding requested would
provide rent, utility, and food to client families for a period of 30 - 90 days. The case
manager from HOPE, Inc. will meet with the client families on a weekly basis to assist with
def'ming goals, budget skills, assessment of job skills and educational needs, and community
referral. HOPE will monitor expense, receipts, income, and attempts tp move toward stated
goals.
It is anticipated that client families will be able to move into permanent housing and to have
the ability, after program assistance, to maintain permanent housing.
TRANSITIONAL HOUS1NG PROGRAM
The purpose of the project is to assist families who are documented under HUD guidelines as
homeless, toward establishing and maintaining self-sufficiency. The funding requested would
provide rent and utility assistance, and limited other financial aid, as determined by the needs
of the transitional housing families. The transitional housing program would maintain up to
five families at a time, and rent and utility assistance would be for a period of 12 to 24
months.
HOPE, Inc. will assist the transitional housing families with assessment of educational or
vocational skills and training, with budget skills, with job search skills, and with counseling
or other social services. HOPE will also monitor on a weekly basis records of expenses
incurred, receipts, and proof of family income.
It is anticipated that client families who are in the transitional housing program will be able,
after the one or two year assistance period, to improve their situation enough to be able to
afford decent, safe, and sanitary housing without the need for rental assistance and continuing
emergency aide from Denton agencies.
EXHIBIT "B"
HOPE INC.
PROJECT BUDGET
Transition Housing Program
Personnel Costs, Client Services .................................... $25,000
Case management up to 20 hours per week
Rent, Utilities, and other Financial Aid
30-90 Day Client Assistance Program
Support of Client Families, 30-90 Days ................................ $5,000
Rent, Utilities, Food
1995 - 1996
AHREEM~NT BETWEEN THE CITY OF DENTON
AND NORTH TEXAS COM~IRITY CLINICS, INCORPORATED
This Agreement is made and entered into by and between the City
of Denton, a Texas municipal corporation, acting by and through its
City Manager, pursuant to ordinance, hereinafter referred to as
CITY, and North Texas Community Clinics, Incorporated, 121 Piner
Street, P.O. Box 2780, Denton, Texas 76202, a Texas non-profit
corporation, hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain 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 the
Denton County Prenatal Clinic; and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this Agree-
ment and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the parties 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, 1995, and
shall terminate on September 30, 1996.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
CITY will consider CONTRACTOR'S executive officer to be CONTRAC-
TOR's representative responsible for the management of all contrac-
tual matters pertaining hereto, unless written notification to the
contrary is received from CONTRACTOR, and approved by CITY.
The CITY'S Community Development Administrator will be CITY's
representative responsible for the administration of this Agree-
ment.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding any other
provision of the Agreement, the total of all payments and other
obligations made or incurred by CITY hereunder shall not exceed the
sum of $31,000.00.
B. Measure of Liability. In consideration of full and satis
factory services and activities hereunder by CONTRACTOR, CITY shall
make payments to CONTRACTOR based on the Budget attached hereto and
incorporated herein for all purposes as Exhibit B, subject to the
limitations and provisions set forth in this Section and Section
VII of this Agreement.
(1) The parties expressly understand and agree that CITY's
obligations under this Section are contingent upon the actual
receipt of adequate Community Development Block Grant (CDBG)
funds to meet CITY's liabilities under this Agreement. If
adequate funds are not available to make payments under this
Agreement, CITY shall notify CONTRACTOR in writing within a
reasonable time after such fact has been determined. CITY may,
at its option, either reduce the amount of its liability, as
specified in Subsection A of this Section or terminate the
Agreement. If CDBG funds eligible for use for purposes of this
Agreement are reduced, CITY shall not be liable for further
payments due to CONTRACTOR under this Agreement.
(2) It is expressly understood that this Agreement in no
way obligates the General Fund or any other monies or credits
of the City of Denton.
(3) CITY shall not be liable for any cost or portion
thereof which:
(a) has been paid, reimbursed or is subject to
payment or reimbursement, from any other source;
(b) was incurred prior to the beginning date, or
after the ending date specified in Section I;
(c) is not in strict accordance with the terms of
this Agreement, including all exhibits attached
hereto;
(d) has not been billed to CITY within ninety
(90) calendar days following billing to CONTRAC-
TOR, or termination of the Agreement, whichever
date is earlier; or
Page 2
(e) is not an allowable cost as defined by Section XI
of this Agreement or the project budget.
(4) CITY shall not be liable for any cost or portion there-
of which is incurred with respect to any activity of CONTRACTOR
requiring prior written authorization from CITY, or after CITY
has requested that CONTRACTOR furnish data concerning such
action prior to proceeding further, unless and until CITY
advises CONTRACTOR to proceed.
(5) CITY shall not be obligated or liable under this Agree-
ment to any party other than CONTRACTOR for payment of any
monies or provision of any goods or services.
IV.
COMPLIANCE WIT~ FEDERAL, STATE and LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant
to this Agreement are funds which have been made available 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 with an approved Grant Application
and specific assurances. Accordingly, CONTRACTOR assures and
certifies that it will comply with the requirements of the Housing
and Community Development Act of 1974 (P.L. 93-383) as amended and
with regulations promulgated thereunder, and codified at 24 CFR.
The foregoing is in no way meant to constitute a complete compila
tion of all duties imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further assures and certifies that if the regula-
tions and issuances promulgated pursuant to the Act are amended or
revised, it shall comply with them, or notify CITY, as provided in
Section XXIV of this Agreement.
CONTRACTOR agrees to abide by the conditions of and comply with
the requirements of the Office of Management and Budget Circulars
Nos. A-110 and A-122.
B. CONTRACTOR shall comply with all applicable federal laws,
laws of the State of Texas and ordinances of the City of Denton.
V.
REPRESENTATIONS
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Agreement.
B. The person or persons signing and executing this Agreement
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
she, or they have been fully authorized by CONTRACTOR to execute
Page 3
this Agreement on behalf of CONTRACTOR and to validly and 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 this Agreement if
there is a dispute as to the legal authority of either CONTRACTOR
or the person signing the Agreement to enter into this Agreement.
CONT~ACTOR 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 this Agreement for the reasons
enumerated in this Section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Agreement will 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
which would have been available 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
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and sufficient payment for full and satis
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Agreement.
No modifications or alterations may be made in the Work State
ment without the prior written approval of the City's Community
Development Administrator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the
CONTRACTOR a maximum amount of money totaling $31,000 for services
rendered under this Agreement. CITY will pay these funds on a
reimbursement basis to the CONTRACTOR within twenty days after CITY
has received supporting documentation. CONTRACTOR's failure to
request reimbursement on a timely basis may jeopardize present or
future funding.
Funds are to be used for the sole purpose of paying the salary
and benefits for a nurse-midwife as shown in the Budget, Exhibit B.
B. Excess Payment. CONTRACTOR shall refund to CITY within ten
(10) working days of CITY's request, any sum of money which has
Page 4
been paid by CITY and which CITY at any time thereafter determines:
(1) has resulted in overpayment to CONTRACTOR; 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. Disallowed Costs. Upon termination of the Agreement,
should any expense or charge for which payment has been made be
subsequently disallowed or disapproved as a result of any auditing
or monitoring by CITY, the Department of Housing and Urban Develop-
ment, or any other Federal agency, CONTRACTOR will refund such
amount to CITY within ten (10) working days of a written notice to
CONTRACTOR, which specifies the amount disallowed.
All disallowed salaries or wages must be returned to CITY in
the following format:
(1) A cashier's check for the net aggregate amount payable
to the City of Denton;
(2) A listing showing the Social Security number, full
name, last known complete address and the amount owed to each
person involved.
Refunds of disallowed costs may not be made from these or any
other funds received from or through CITY.
D. Deobligation of Funds. In the event that actual expendi-
ture rates deviate from CONTRACTOR'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. CONTRACTOR shall submit the Agreement
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 Agreement period. CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR.
VIII.
WARRANTIES
CONTRACTOR 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
Page 5
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 condition 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, in the financial condition
of CONTRACTOR.
C. No litigation or legal proceedings are presently pending or
threatened against CONTRACTOR.
D. None of the provisions herein contravenes or is in conflict
with the authority under which CONTRACTOR is doing business or with
the provisions of any existing indenture or agreement of CONTRAC-
TOR.
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 this
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 in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall be continu
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
A. During the period of time that payment may be made here-
under and so long as any payments remain unliquidated, CONTRACTOR
shall not, without the prior written consent of the Community
Development Administrator or her authorized representative:
(1) Mortgage, pledge, or otherwise encumber or suffer ot
be encumbered, any of the assets of CONTRACTOR now owned o r
hereafter acquired by it, or permit any pre-existing mortgages,
liens, or other encumbrances to remain on, or attached to, any
assets of CONTRACTOR which are allocated to the performance of
this Agreement and with respect to which CITY has ownership
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
Page 6
assets.
(4) Make any advance or loan to, or incur any liability for
any other firm, person, entity or corporation as guarantor,
surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item of
personal property purchased with funds paid to CONTRACTOR by
CITY, unless CITY authorizes such transfer.
B. Should CONTRACTOR use funds received under this Agreement
to acquire or improve 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.
(2) That should CONTRACTOR transfer or otherwise dispose of
said property on or before August 31, 2006, CONTRACTOR shall
reimburse CITY in the amount of the fair market value of the
property less any portion of the value attributable to expendi-
tures of non-CDBG funds for acquisition of, or improvement to,
the property.
C. CONTRACTOR agrees, upon written request by CITY, to require
its employees to attend training sessions sponsored by the
Community Development Office.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
this Agreement and in conformance with the standards and provisions
of Exhibits A and B.
B. Approval of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval, even though certain items may
appear herein. CITY's prior written authorization is required in
order for the following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month period
which exceeds one-fifth (1/5) of the total budget as specified
in Exhibit B.
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Agreement.
(3) Out of town travel.
Page 7
(4) Any alterations or relocation of the facilities on and
in which the activities specified in Exhibit A are conducted.
(5) Any alterations, deletions or additions to the Person
nel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are CONTRACTOR's responsi
bility and shall be made within sufficient time to permit a
thorough review by CITY. CONTRACTOR must obtain written approval
by CITY prior to the commencement of procedures to solicit or
purchase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
this Agreement must be conducted in its entirety in accordance with
the provisions of this Agreement.
XI.
PROGRAM INCOME
A. For 9urposes of this Agreement, program income means
earnings of CONTRACTOR realized from activities resulting from this
Agreement or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited 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 equipment or facilities of
CONTRACTOR provided as a result of this Agreement, and payments
from clients or third parties for services rendered by CONTRACTOR
under this Agreement.
B. CONTRACTOR shall maintain records of the receipt and
disposition of program income in the same manner as required for
other contract funds, and reported to CITY in the format prescribed
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 include this Section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
indirectly from this Agreement, or the performance thereof,
constitutes program income. CONTRACTOR is responsible to CITY for
Page 8
the repayment of any and all amounts determined by CITY to be
program income, unless otherwise approved in writing by CITY.
XII.
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Agreement, in compliance with the
provisions of Exhibit B, attached hereto, and with any other
applicable Federal and State regulations establishing standards for
financial management. CONTRACTOR'S record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Agreement or any
applicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, documents,
reports, and written accounting policies and procedures pertaining
to the operation of programs and expenditures of funds under this
Agreement for the period of time and under the conditions specified
by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Agreement.
D. At any reasonable time and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, HUD, or any
of their authorized representatives, all of its records and shall
permit CITY, HUD, or any of their authorized representatives to
audit, examine, make excerpts and copies of such records, and to
conduct audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions or employment and all other data
requested by said representatives.
XIII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Agreement.
CONTRACTOR shall submit quarterly beneficiary and financial
reports to CITY no less than once each three months. The
beneficiary report shall detail client information, including race,
income, female head of household and other statistics required by
CITY. The financial report shall include information and data
relative to all programmatic and financial reporting as of the
beginning date specified in Section I of this Agreement.
Page 9
Unless a written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
with ten (10) days after receipt of such.
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Agreement.
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, which are attached
hereto as Exhibit A, as well as other provisions of this Agreement.
C. CONTRACTOR agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsi-
bilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC
TOR.
XV.
DIRECTORS' MEETINGS
During the term of this Agreement, CONTRACTOR shall cause to be
delivered to CITY copies of all notices of meetings of its Board of
Directors, setting forth the time and place thereof. Such notice
shall be delivered to CITY in a timely manner to give adequate
notice, and shall include an agenda and a brief description of the
matters to be discussed. CONTRACTOR understands and agrees that
CITY representatives shall be afforded access to all of the Board
of Directors' meetings.
Minutes of all meetings of CONTRACTOR'S governing body shall be
available to CITY within ten (10) working days of approval.
XVI.
INSURANCE
A. CONTRACTOR shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Agreement.
Page 10
B. The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
activities, shall be covered by premise liability insurance,
commonly referred to as "Owner/Tenant" coverage with CITY named as
an additional insured. Upon request of CONTRACTOR, CITY may, at
its sole discretion, approve alternate insurance coverage arrange
ments.
C. CONTRACTOR will comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. CONTRACTOR will maintain adequate and continuous liability
insurance on all vehicles owned, leased or operated by CONTRACTOR.
All employees of CONTRACTOR who are required to drive a vehicle in
the normal scope and course of their employment must possess a
valid Texas driver's license and automobile liability insurance.
Evidence of the employee's current possession of a valid license
and insurance must be maintained on a current basis in CONTRACTOR's
files.
E. Actual losses not covered by insurance as required by this
Section are not allowable costs under this Agreement, and remain
the sole responsibility of CONTRACTOR.
XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval, a written plan
for compliance with the Equal Employment and Affirmative Action
Federal provisions, within thirty (30) days of the effective date
of this Agreement.
B. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports re-
quested by the 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 CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Agreement in whole or in part, and CONTRACTOR may be barred from
further contracts with CITY.
XVIII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
shall be available for examination. Such personnel policies shall:
A. Be no more liberal than CITY's personnel policies,
procedures, and practices, including policies with respect to
Page 11
employment, salary and wage rates, working hours and holidays,
fringe benefits, vacation and sick leave privileges, and travel;
and
B. Be in writing and shall be approved by the governing body
of CONTRACTOR and by CITY.
XIX.
CONFLICT OF INTEREST
A. CONTRACTOR 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.
CONTRACTOR 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. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he 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.
XX.
NEPOTISM
CONTRACTOR shall not employ in any paid capacity any person who
is a member of the immediate family of any person who is currently
employed by CONTRACTOR, or is a member of CONTRACTOR's governing
board. The term "member of immediate family" includes: wife,hus-
band, son, daughter, mother, father, brother, sister, in-laws,
aunt, uncle, nephew, niece, step-parent, step-child, half-brother
and half-sister.
XXI.
POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used, either directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content of
legislation.
Page 12
B. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used for or applied directly or indirectly to the construction,
operation, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity.
XXII.
PUBLICITY
A. Where such action is appropriate, CONTRACTOR shall
publicize the activities conducted by CONTRACTOR under this
Agreement. In any news release, sign, brochure, or other
advertising medium, disseminating information prepared or
distributed by or for CONTRACTOR, mention shall be made of the U.S.
Department of Housing and Urban Development's Community Development
Block Grant Program funding through the City of Denton having made
the project possible.
B. Ail published material and written reports submitted under
this project must be originally developed material unless otherwise
specifically provided in this Agreement. When material not origi
nally developed is included in a report, the report shall identify
the source in the body of the report or by footnote. This provi-
sion is applicable when the material is in a verbatim or extensive
paraphrase format.
Ail published material submitted under this project shall
include the following reference on the front cover or title page:
This document is prepared in accordance with the City
of Denton's Community Development Block Grant Program, with
funding received from the United States Department of
Housing and Urban Development.
C. Ail 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 submitted by CONTRACTOR shall become the
property of CITY upon receipt.
XXIII.
FU1TDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is
preparing or submitting any application for funding in accordance
with 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, whichever 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.
Page 13
Such notice shall be submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by CONTRACTOR, together with copies of the budget, program
description, and Agreement.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXIV.
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. 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 obliga
tion 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. CONTRACTOR will submit revised budget and program in-
formation, whenever the level of funding for CONTRACTOR 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
increase or decrease 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, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY.
G. CONTRACTOR 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.
Page 14
H. CONTRACTOR 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.
XXV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, 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 mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
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 compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated.
XXVI.
TERMINATION
A. CITY may terminate this Agreement with cause for any of the
following reasons:
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXV.
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Agreement.
(3) Termination or reduction of funding by the United
States Department of Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition as to
endanger performance under this Agreement;
(b) has allocated inventory to this Agreement substan
tially exceeding reasonable requirements;
(C) is delinquent in payment of taxes, or of costs of
performance of this Agreement in the ordinary course of
business.
Page 15
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR.
(6) CONTRACTOR's inability to conform to changes required
by Federal, State and local laws or regulations as provided in
Section IV, and Section XXIV (D), of this Agreement.
(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 notify CONTRACTOR in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding sources specified in Exhibit B.
B. CITY may terminate this Agreement for convenience at any
time. If this Agreement is terminated by CITY for convenience,
CONTRACTOR will be paid 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 dissolution of
CONTRACTOR's organization not occasioned by a breach of this
Agreement.
D. Upon receipt of notice to terminate, 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.
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, CONTRACTOR shall not be relieved of
liability to CITY for damages sustained 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
Page 16
damages due to CITY from CONTRACTOR is agreed upon or otherwise
determined.
XXVII.
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
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action; the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that instituted
or threatened to institute any type of action or proceeding; the
basis of such claim, action or proceeding; and the name of any
person(s) against whom such claim is being made or threatened. 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 li-bility 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 per-
formance or omission of any employee, agent or representative of
CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to indem-
nify and hold harmless CITY its agents, employees, or contractors
from any and all claims, suits, causes of action, d-m-nds, damages,
losses, attorneys fees, expenses, and liability arising out of the
use of these contracted funds and program administration and
impl-mentation 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 otherwise assign
this Agreement or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other finan-
cial 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 CONTRACTOR hereunder, or
Page 17
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 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
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 antecedent to this Agreement, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Agreement, or subse-
quent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
amendment of this Agreement.
E. In the event any disagreement or dispute should arise
between the parties hereto pertaining to the interpretation or
meaning of any part of this Agreement or its governing rules,
codes, laws, ordinances or regulations, CITY as the party ultimate-
ly responsible to HUD for matters of compliance, will have the
final authority to render or to secure an interpretation.
F. For purposes of this Agreement, all official communications
and notices among the parties shall be deemed made if sent postage
paid to the parties and address set forth below:
TO CITY: TO CONTRACTOR:
City Manager Director
City of Denton North Texas Community Clinics,
215 E. McKinney St. Incorporated
Denton, Texas 76201 P.O. Box 2780
Denton, Texas 76202
I~jNESS OF,~C~t~is Agreement has been executed on this
the //F day of ~J~ , 1995.
CITY OF DENTON
Page 18
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APP S LEGAL FORM:
HERBERT PROUTY, CITY ATTORNEY
NORTH TEXAS COMMUNITY CLINICS,
INCORPORATED
ATTEST:
Page 19
EXHIBIT "A"
WORK STATEMENT
NORTH TEXAS COMMUNITY CLINIC
PRENATAL CLINIC FOR DENTON COUNTY
A. Description of services to be performed:
CONTRACTOR will perform services described below in conformance with the
attached schedule and budget:
CONTRACTOR will operate a prenatal program at the Prenatal Clinic for Demon
County according to existing legal and medical regulations. CONTRACTOR will
provide services to patients on weekdays for a period to include, at a minimum, the
hours from 9:00 a.m. to noon and from 1:00 p.m. to 4:00 p.m. on Monday, Tuesday,
Thursday, and Friday, and 9:00 a.m. to noon and 1:00 p.m. to 8:00 p.m. on
Wednesday except on holidays or when patients cannot be seen due to special
circumstances. Services are provided by appointment only, during or after normal
office hours, or in scheduled classes. The clinic will be open to patients at other times
as needs dictate. Patients who require services the clinic cannot provide will be
referred to other qualified medical care providers.
CONTRACTOR will continue to employ a woman's health care provider on a full
time basis who will be subject to the benefits, working hours, and other roles of the
Community Clinics for Denton County. These employees shall provide prenatal care to
patients.
CONTRACTOR will maintain a waiting list for those individuals who apply for care
at the clinic. As all prenatal care is provided by appointment only, the clinic will not
provide "drop in service" although the specific circumstance of each patient will be
taken into consideration when scheduling. To be eligible for care, the patient must
demonstrate that she is eligible for Medicaid, WIC, or are otherwise unable to acquire
adequate prenatal care through other means.
EXHIBIT "B"
NORTH TEXAS COMMUNITY CLINIC
PRENATAL CLINIC FOR DENTON COUNTY
BUDGET FOR COMMUNITY DEVELOPMENT BLOCK GRANT
A. Funding of a portion of a salary for a woman's health care provider:
For the period October 1, 1995 to September 30, 1996, the mount of $31,000
shall be used to pay a portion of the annual salary of a woman's health care
provider.
B. The remainder of funding for this position will come from existing grant funding and
from program generated revenues as determined by the clinic.
1995 - 1996
AGREEMENT BETWEEN THE CITY OF DENTON
AND SERVICES PROGRAM FOR AGING NEEDS, INCORPORATED
This Agreement is made and entered into by and between the
City of Denton, a Texas municipal corporation, acting by and
through its City Manager, pursuant to ordinance, hereinafter
referred to as CITY, and Services Program for Aging Needs,
Incorporated, 1800 Malone, Denton, Texas 76201, a Texas non-profit
corporation, hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain 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 services
to the elderly; and
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this Agree-
ment and all matters pertaining thereto; and
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the parties hereto agree, and by the execu-
tion hereof are bound to the mutual obligations and to the perfor-
mance and accomplishment of the conditions hereinafter described.
I.
TERM
This Agreement shall commence on or as of October 1, 1995, and
shall terminate on September 30, 1996.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities described in the Work State-
ment attached hereto as Exhibit A, in a satisfactory and efficient
manner as determined by CITY, in accordance with the terms herein.
CITY will consider CONTRACTOR'S executive officer to be CONTRAC-
TOR's representative responsible for the management of all contrac-
tual matters pertaining hereto, unless written notification to the
contrary is received from CONTRACTOR, and approved by CITY.
The CITY'S Community Development Administrator will be CITY's
PAGE 1
representative responsible for the administration of this Agree-
ment.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding any other
provision of the Agreement, the total of all payments and other
obligations made or incurred by CITY hereunder shall not exceed the
sum of $36,000.
B. Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by CONTRACTOR, CITY
shall make payments to CONTRACTOR based on the Budget attached
hereto and incorporated herein for all purposes as Exhibit B, sub-
ject to the limitations and provisions set forth in this Section
and Section VII of this Agreement.
(1) The parties expressly understand and agree that
CITY's obligations under this Section are contingent upon the
actual receipt of adequate Community Development Block Grant
(CDBG) funds to meet CITY's liabilities under this Agreement.
If adequate funds are not available to make payments under
this Agreement, CITY shall notify CONTRACTOR in writing within
a reasonable time after such fact has been determined. CITY
may, at its option, either reduce the amount of its liability,
as specified in Subsection A of this Section or terminate the
Agreement. If CDBG funds eligible for use for purposes of
this Agreement are reduced, CITY shall not be liable for fur-
ther payments due to CONTRACTOR under this Agreement.
(2) It is expressly understood that this Agreement in no
way obligates the General Fund or any other monies or credits
of the City of Denton.
(3) CITY shall not be liable for any cost or portion
thereof which:
(a) has been paid, reimbursed or is subject
to payment or reimbursement, from any other
source;
(b) was incurred prior to the beginning date,
or after the ending date specified in Sec-
tion I;
(C) is not in strict accordance with the
terms of this Agreement, including all exhib-
its attached hereto;
(d) has not been billed to CITY within ninety
(90) calendar days following billing to CON-
TRACTOR, or termination of the Agreement,
whichever date is earlier; or
(e) is not an allowable cost as defined by
Section XI of this Agreement or the project
budget.
(4) CITY shall not be liable for any cost or portion
thereof which is incurred with respect to any activity of CON-
TRACTOR requiring prior written authorization from CITY, or
after CITY has requested that CONTRACTOR furnish data concern-
ing such action prior to proceeding further, unless and until
CITY advises CONTRACTOR to proceed.
(5) CITY shall not be obligated or liable under this
Agreement to any party other than CONTRACTOR for payment of
any monies or provision of any goods or services.
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant
to this Agreement are funds which have been made available 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 with an approved Grant Application
and specific assurances. Accordingly, CONTRACTOR assures and
certifies that it will comply with the requirements of the Housing
and Community Development Act of 1974 (P.L. 93-383) as amended and
with regulations promulgated thereunder, and codified at 24 CFR.
The foregoing is in no way meant to constitute a complete compila-
tion of all duties imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further assures and certifies that if the regula-
tions and issuances promulgated pursuant to the Act are amended or
revised, it shall comply with them, or notify CITY, as provided in
Section XXIV of this Agreement.
CONTRACTOR agrees to abide by the conditions of and comply
with the requirements of the Office of Management and Budget
Circulars Nos. A-il0 and A-122.
B. CONTRACTOR shall comply with all applicable federal laws,
laws of the State of Texas and ordinances of the City of Denton.
V.
REPRESENTATIONS
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
PAGE 3
motion, resolution or action passed or taken, to enter into this
Agreement.
B. The person or persons signing and executing this Agree-
ment on behalf of CONTRACTOR, do hereby warrant and guarantee that
he, she, or they have been fully authorized by CONTRACTOR to
execute this Agreement on behalf of CONTRACTOR and to validly and
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 this Agreement if
there is a dispute as to the legal authority 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 this Agreement for the reasons
enumerated in this Section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Agreement will 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
which would have been available 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
Exhibit A, utilizing the funds described in Exhibit B, attached
hereto and incorporated herein for all purposes and deemed by both
parties to be necessary and sufficient payment for full and satis-
factory performance of the program, as determined solely by CITY
and in accordance with all other terms, provisions and requirements
of this Agreement.
No modifications or alterations may be made in the Work State-
ment without the prior written approval of the City's Community
Development Administrator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the CON-
TRACTOR a maximum amount of money totaling $36,000 for services
rendered under this Agreement. CITY will pay these funds on a
reimbursement basis to the CONTRACTOR within twenty days after CITY
has received supporting documentation. CONTRACTOR's failure to
request reimbursement on a timely basis may jeopardize present or
future funding.
PAGE 4
B. Excess Payment. CONTRACTOR 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 CONTRACTOR; 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. Disallowed Costs. Upon termination of the Agreement,
should any expense or charge for which payment has been made be
subsequently disallowed or disapproved as a result of any auditing
or monitoring by CITY, the Department of Housing and Urban Develop-
ment, or any other Federal agency, CONTRACTOR will refund such
amount to CITY within ten (10) working days of a written notice to
CONTRACTOR, which specifies the amount disallowed.
Disallowed salaries or wages must be returned to CITY in the
following format:
(1) A cashier's check for the net aggregate amount
payable to the City of Denton;
(2) A listing showing the Social Security number, full
name, last known complete address and the amount owed to each
person involved.
Refunds of disallowed costs may not be made from these or any
other funds received from or through CITY.
D. Deobligation of Funds. In the event that actual expendi-
ture rates deviate from CONTRACTOR'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. CONTRACTOR shall submit the Agree-
ment 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 Agreement period. CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR.
VIII.
WARRANTIES
CONTRACTOR represents and warrants that:
A. Ail information, reports and data heretofore or hereafter
requested by CITY and furnished to CITY, are complete and accurate
PAGE 5
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 condition 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,, in the financial condition
of CONTRACTOR.
C. No litigation or legal proceedings are presently pending
or threatened against CONTRACTOR.
D. None of the provisions herein contravenes or is in con-
flict with the authority under which CONTRACTOR is doing business
or with 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 this
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 in the financial statements furnished
by CONTRACTOR to CITY.
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
A. During the period of time that payment may be made here-
under and so long as any payments remain unliquidated, CONTRACTOR
shall not, without the prior written consent of the Community
Development Administrator or her authorized representative:
(1) Mortgage, pledge, or otherwise encumber or suffer to
be encumbered, any of the assets of CONTRACTOR now owned or
hereafter acquired by it, or permit any pre-existing mortgag-
es, liens, or other encumbrances to remain on, or attached to,
any assets of CONTRACTOR which are allocated to the perfor-
mance of this Agreement and with respect to which CITY has
ownership hereunder.
(2) Sell, assign, pledge, transfer or otherwise ~=pu~
of accounts receivables, notes or claims for money due or to
become due.
PAGE 6
(3) Sell, convey, or lease all or substantial part of
its assets.
(4) Make any advance or loan to, or incur any liability
for any other firm, person, entity or corporation as guaran-
tor, surety, or accommodation endorser.
(5) Sell, donate, loan or transfer any equipment or item
of personal property purchased with funds paid to CONTRACTOR
by CITY, unless CITY authorizes such transfer.
B. Should CONTRACTOR use funds received under this Agreement
to acquire or improve 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.
(2) That should CONTRACTOR transfer or otherwise dispose
of said property on or before August 31, 2006, CONTRACTOR
shall reimburse CITY in the amount of the fair market value of
the property less any portion of the value attributable to
expenditures of non-CDBG funds for acquisition of, or improve-
ment to, the property.
C. CONTRACTOR agrees, upon written request by CITY, to
require its employees to attend training sessions sponsored by the
Community Development Office.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
this Agreement and in conformance with the standards and provisions
of Exhibits A and B.
B. Approval of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval, even though certain items may
appear herein. CITY's prior written authorization is required in
order for the following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month
period which exceeds one-fifth (1/5) of the total budget as
specified in Exhibit B.
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Agreement.
(3) Out of town travel.
PAGE 7
(4) Any alterations or relocation of the facilities on
and in which the activities specified in Exhibit A are
conducted.
(5) Any alterations, deletions or additions to the
Personnel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are CONTRACTOR's responsi-
bility and shall be made within sufficient time to permit a
thorough review by CITY. CONTRACTOR must obtain written approval
by CITY prior to the commencement of procedures to solicit or pur-
chase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
this Agreement must be conducted in its entirety in accordance with
the provisions of this Agreement.
XI.
PROGRAM INCOME
A. For purposes of this Agreement, program income means
earnings of CONTRACTOR realized from activities resulting from this
Agreement or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited to,
income from interest, usage or rental or lease fees, income pro-
duced from contract-supported services of individuals or employees
or from the use or sale of equipment or facilities of CONTRACTOR
provided as a result of this Agreement, and payments from clients
or third parties for services rendered by CONTRACTOR under this
Agreement.
B. CONTRACTOR shall maintain records of the receipt and
disposition of program income in the same manner as required for
other contract funds, and reported to CITY in the format prescribed
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 include this Section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a
prior determination as to whether or not income arising directly or
indirectly from this Agreement, or the performance thereof, consti-
tutes program income. CONTRACTOR is responsible to CITY for the
PAGE 8
repayment of any and all amounts determined by CITY to be program
income, unless otherwise approved in writing by CITY.
XII.
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Agreement, in compliance with the
provisions of Exhibit B, attached hereto, and with any other ap-
plicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Agreement or any
applicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, docu-
ments, reports, and written accounting policies and procedures
pertaining to the operation of programs and expenditures of funds
under this Agreement for the period of time and under the condi-
tions specified by CITY.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Agreement.
D. At any reasonable time and as often as CITY may deem
necessary, the CONTRACTOR shall make available to CITY, HUD, or any
of their authorized representatives, all of its records and shall
permit CITY, HUD, or any of their authorized representatives to
audit, examine, make excerpts and copies of such records, and to
conduct audits of all contracts, invoices, materials, payrolls,
records of personnel, conditions or employment and all other data
requested by said representatives.
XIII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRAC-
TOR shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Agreement.
CONTRACTOR shall submit quarterly beneficiary and financial
reports to CITY no less than once each three months. The
beneficiary report shall provide detailed client information,
including race, income, female head of household and other
statistics required by CITY. The financial report shall include
information and data relative to all programmatic and financial
reporting as of the beginning date specified in Section I of this
Agreement.
PAGE 9
Unless a written exemption has been granted by the CITY,
CONTRACTOR shall submit an audit conducted by independent examiners
within ten (10) days after receipt of such.
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Agreement.
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, which are attached
hereto as Exhibit A, as well as other provisions of this Agreement.
C. CONTRACTOR agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsi-
bilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR.
XV.
DIRECTORS' MEETINGS
During the term of this Agreement, CONTRACTOR shall cause to
be delivered to CITY copies of all notices of meetings of its Board
of Directors, setting forth the time and place thereof. Such
notice shall be delivered to CITY in a timely manner to give
adequate notice, and shall include an agenda and a brief descrip-
tion of the matters to be discussed. CONTRACTOR understands and
agrees that CITY representatives shall be afforded access to all of
the Board of Directors' meetings.
Minutes of all meetings of CONTRACTOR's governing body shall
be available to CITY within ten (10) working days of approval.
XVI.
INSURANCE
A. CONTRACTOR shall observe sound business practices with
respect to providing such bonding and insurance as would provide
adequate coverage for services offered under this Agreement.
PAGE 10
B. The premises on and in which the activities described in
Exhibit A are conducted, and the employees conducting these
activities, shall be covered by premise liability insurance, com-
monly referred to as "Owner/Tenant" coverage with CITY named as an
additional insured. Upon request of CONTRACTOR, CITY may, at its
sole discretion, approve alternate insurance coverage arrangements.
C. CONTRACTOR will comply with applicable workers' compensa-
tion statutes and will obtain employers' liability coverage where
available and other appropriate liability coverage for program
participants, if applicable.
D. CONTRACTOR will maintain adequate and continuous
liability insurance on all vehicles owned, leased or operated by
CONTRACTOR. All employees of CONTRACTOR who are required to drive
a vehicle in the normal scope and course of their employment must
possess a valid Texas driver's license and automobile liability
insurance. Evidence of the employee's current possession of a
valid license and insurance must be maintained on a current basis
in CONTRACTOR's files.
E. Actual losses not covered by insurance as required by
this Section are not allowable costs under this Agreement, and
remain the sole responsibility of CONTRACTOR.
XVII.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval, a written
plan for compliance with the Equal Employment and Affirmative
Action Federal provisions, within thirty (30) days of the effective
date of this Agreement.
B. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports re-
quested by the 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 CONTRACTOR's non-compliance with the
non-discrimination requirements, City may cancel or terminate the
Agreement in whole or in part, and CONTRACTOR may be barred from
further contracts with CITY.
XVIII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
shall be available for examination. Such personnel policies shall:
A. Be no more liberal than CITY's personnel policies, pro-
cedures, and practices, including policies with respect to employ-
ment, salary and wage rates, working hours and holidays, fringe
PAGE 11
benefits, vacation and sick leave privileges, and travel; and
B. Be in writing and shall be approved by the governing body
of CONTRACTOR and by CITY.
XIX.
CONFLICT OF INTEREST
A. CONTRACTOR 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. CON-
TRACTOR further covenants that in the performance of this Agree-
ment, no person having such interest shall be employed or appointed
as a member of its governing body.
B. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he 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.
XX.
NEPOTISM
CONTRACTOR shall not employ in any paid capacity any person
who is a member of the immediate family of any person who is
currently employed by CONTRACTOR, or is a member of CONTRACTOR'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.
XXI.
POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used, either directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content of
legislation.
PAGE 12
B. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used for or applied directly or indirectly to the construction,
operation, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity.
XXII.
PUBLICITY
A. Where such action is appropriate, CONTRACTOR shall
publicize the activities conducted by CONTRACTOR under this
Agreement. In any news release, sign, brochure, or other
advertising medium, disseminating information prepared or
distributed by or for CONTRACTOR, mention shall be made of the U.S.
Department of Housing and Urban Development's Community Development
Block Grant Program funding through the City of Denton having made
the project possible.
B. Ail published material and written reports submitted
under this project must be originally developed material unless
otherwise specifically provided in this 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.
Ail published material submitted under this project shall
include the following reference on the front cover or title page:
This document is prepared in accordance with the
City of Denton's Community Development Block Grant Pro-
gram, with funding received from the United States
Department of Housing and Urban Development.
C. Ail 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 submitted 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
with the following procedures:
A. When the application is in the planning stages, CONTRAC-
TOR 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, whichever 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.
PAGE 13
Such notice shall be submitted to CITY, in writing, within ten
(10) working days of receipt of the notice of award or funding
award by CONTRACTOR, together with copies of the budget, program
description, and Agreement.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXIV.
CHANGES AND AMENDMENTS
A. A_ny 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. 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 this Agreement. In addition, budget
revisions cannot significantly change the nature, intent, or scope
of the program funded under this Agreement.
C. CONTRACTOR will submit revised budget and program in-
formation, whenever the level of funding for CONTRACTOR 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 modi-
fications 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 decrease 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, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY.
G. CONTRACTOR 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. CONTRACTOR shall notify CITY of any changes in personnel
or governing board composition.
PAGE 14
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.
XXV.
SUSPENSION OF FUNDIN~
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, 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 mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
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 compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXVI may be effectuated.
XXVi.
TERMINATION
A. CITY may terminate this Agreement with cause for any of
the following reasons:
(1) CONTRACTOR's failure to attain compliance during any
prescribed period of suspension as provided in Section XXV.
(2) CONTRACTOR's violation of covenants, agreements or
guarantees of this Agreement.
(3) Termination or reduction of funding by the United
States Department of Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition
as to endanger performance under this 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 in the ordinary course
of business.
(5) Appointment of a trustee, receiver or liquidator for
all or substantial part of CONTRACTOR's property, or institu-
PAGE 15
tion of bankruptcy, reorganization, rearrangement of or
liquidation proceedings by or against CONTRACTOR.
(6) CONTRACTOR's inability to conform to changes
required by Federal, State and local laws or regulations as
provided in Section IV, and Section XXIV (D), of this Agree-
ment.
(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 notify CONTRACTOR in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding sources specified in Exhibit B.
B. CITY may terminate this Agreement for convenience at any
time. If this Agreement is terminated by CITY for convenience,
CONTRACTOR will be paid 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 dissolution
of CONTRACTOR's organization not occasioned by a breach of this
Agreement.
D. Upon receipt of notice to terminate, 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.
E. Notwithstanding any exercise by CITY of its right of
suspension or termination, CONTRACTOR shall not be relieved of
liability to CITY for damages sustained 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
PAGE 16
damages due to CITY from CONTRACTOR is agreed upon or otherwise
determined.
XXVII.
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
against CONTRACTOR, CONTRACTOR shall give written notice thereof to
CITY within two (2) working days after being notified of such
claim, demand, suit or other action. Such notice shall state the
date and hour of notification of any such claim, demand, suit or
other action; the names and addresses of the person(s), firm,
corporation or other entity making such claim, or that instituted
or threatened to institute any type of action or proceeding; the
basis of such claim, action or proceeding; and the name of any
person(s) against whom such claim is being made or threatened. 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 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 per-
fo~ance 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 con-
tractors from any and all claims, suits, causes of action, demands,
damages, losses, attorneys 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, employees, or contractors.
XXIX.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Agreement or any interest therein, or any claim arising there-
under, to any party or parties, bank, trust company or other finan-
cial 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 CONTRACTOR hereunder, or
any other act or failure of CITY to insist in any one or more
PAGE 17
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 CONTRACTOR. Neither shall such payment, act, or omis-
sion 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 antecedent to this Agreement, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Agreement, or subse-
quent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
amendment of this Agreement.
E. In the event any disagreement or dispute should arise
between the parties hereto pertaining to the interpretation or
meaning of any part of this Agreement or its governing rules,
codes, laws, ordinances or regulations, CITY as the party ultimate-
ly responsible to HUD for matters of compliance, will have the
final authority to render or to secure an interpretation.
F. For purposes of this Agreement, all official communica-
tions and notices among the parties shall be deemed made if sent
postage paid to the parties and address set forth below:
TO CITY: TO CONTRACTOR:
City Manager Director
City of Denton Services Program Aging Needs
215 E. McKinney Street P.O. Box 13427
Denton, Texas 76201 Denton, Texas 76201
,--~,'I~J~I~NESS OF~HI~ ~his Agreement has been executed on this
/ /~"day of ~_~. ~ ~ ,
the
1995.
CITY OF DENTON
BY: BOB CASTL~R~~~
PAGE
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
_ .
APPR~D AS TO LEGAL FORM:
HERBERT PROUTY, CITY ATTORNEY
SERVICES PROGRAM FOR AGING NEEDS
AL MURDOCK
DIRECTOR
ATTEST:
BOARD ~-1%5~5%R-¥-
PAGE
EXHIBIT "A"
WORK STATEMENT
SPAN
SPAN will provide 6,268 congregate meals and 1,517 home-delivered meals to elderly
citizens at the Denton Senior Center, Martin Luther King Center, and Heritage Oaks
Community Center.
SPAN will provide 910 hours of homemaker services to frail and low income residents of
Fairhaven.
EXHIBIT "B"
SPAN
CDBG & GENERAL FUND BUDGET
City of Denton General Fund ...................................... $26,000
Congregate Meals .............................................. $20,800
Home Delivered Meals ............................................ $5,200
CDBG Funding ................................................ $10,000
Homemaker Services ............................................ $10,000
NOTE: Contract amended by TWU Cares after passage by Council. Amended
contract approved on 19 by ordinance
No.
1995 - 1996 AGREEMENT BETWEEN THE CITY OF DENTON
AND TEXAS WOMAN'S UNIVERSITY (TWU C.A.R.E.S.)
This Contract is made and entered into by and between the City
of Denton, a Texas municipal corporation, acting by and through its
City Manager, pursuant to ordinance, hereinafter referred to as
CITY, and Texas Woman's University (TWU C.A.R.E.S.) Denton, Texas
76204, Texas Woman's University (TWU C.A.R.E.S.) hereinafter
referred to as CONTRACTOR.
WHEREAS, CITY has received certain 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 to Texas
Woman's University which sponsors a health clinic, and;
WHEREAS, CITY has designated the Community Development Office
as the division responsible for the administration of this contract
and all matters pertaining thereto, and;
WHEREAS, CITY wishes to engage CONTRACTOR to carry out such
project;
NOW, THEREFORE, the parties 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 Contract and agreement shall commence on or as of April 1,
1996 and shall terminate on March 31, 1997 unless extended as
provided herein.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the perfor-
mance of all services and activities, in a satisfactory and
efficient manner as determined by CITY, in accordance with the
terms herein. CITY will consider CONTRACTOR'S Vice President for
Fiscal Affairs to be CONTRACTOR's representative responsible for
the management of all contractual matters pertaining hereto, unless
written notification to the contrary is received from CONTRACTOR,
and approved by CITY.
The Community Development Administrator, will be CITY's repre-
sentative responsible for the administration of this contract.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will reimburse CONTRACTOR for
expenses incurred pursuant hereto in accordance with the project
budget included as a part of Exhibit B. Notwithstanding any other
provision of the Contract, the total of all payments and other
obligations made or incurred by CITY hereunder shall not exceed the
sum of $20,000.
B. Measure of Liability. In consideration of full and
satisfactory services and activities hereunder by CONTRACTOR, CITY
shall make payments to CONTRACTOR based on the Budget attached
hereto and incorporated herein for all purposes as Exhibit B,
subject to the limitations and provisions set forth in this Section
and Section VII of this Contract.
(1) The parties expressly understand and agree that CITY's
obligations under this Section are contingent upon the actual
receipt of adequate Community Development Block Grant (CDBG)
funds to meet CITY's liabilities under this Contract. If
adequate funds are not available to make payments under this
Contract, CITY shall notify CONTRACTOR in writing within a
reasonable time after such fact has been determined. CITY may,
at its option, either reduce the amount of its liability, as
specified in Subsection A of this Section or terminate the
Contract. If CDBG funds eligible for use for purposes of this
Contract are reduced, CITY shall not be liable for further
payments due to CONTRACTOR under this Contract.
(2) It is expressly understood that this Contract in no way
obligates the General Fund or any other monies or credits of
the City of Denton.
(3) CITY shall not be liable for any cost or portion
thereof which:
(a) has been paid, reimbursed or is subject to
payment or reimbursement, from any other source;
(b) was incurred prior to the beginning date,
or after the ending date specified in Section I;
(c) is not in strict accordance with the terms
of this Contract, including all exhibits attached
hereto;
(d) has not been billed to CITY within thirty
(30) calendar days following billing to CONTRAC-
TOR, or termination of the Contract, whichever
date is earlier;
(e) is not an allowable cost as defined by
Section XI of this Contract or the project budget.
PAGE 2
(4) CITY shall not be liable for any cost or portion
thereof which is incurred with respect to any activity of
CONTRACTOR requiring prior written authorization from CITY, or
after CITY has requested that CONTRACTOR furnish data concern-
ing such action prior to proceeding further, unless and until
CITY advises CONTRACTOR to proceed.
(5) CITY shall not be obligated or liable under this
Contract to any party other than CONTRACTOR for payment of any
monies or provision of any goods or services.
IV.
COMPLIANCE WITH FEDERAL, STATE and LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant
to this Contract are funds which have been made available 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 with an approved Grant Application
and specific assurances. Accordingly, CONTRACTOR assures and
certifies that it will comply with the requirements of the Housing
and Community Development Act of 1974 (P.L. 93-383) as amended and
with regulations promulgated thereunder, and codified at 24 CFR.
The foregoing is in no way meant to constitute a complete compila-
tion of all duties imposed upon CONTRACTOR by law or administrative
ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further assures and certifies that if the regula-
tions and issuances promulgated pursuant to the Act are amended or
revised, it shall comply with them, or notify CITY, as provided in
Section XXIII of this Contract.
CONTRACTOR agrees to abide by the conditions of and comply with
the requirements of the Office of Management and Budget Circulars
Nos. A-110 and A-122.
B. CONTRACTOR shall comply with all applicable federal laws,
laws of the State of Texas and ordinances of the City of Denton.
V.
REPRESENTATIONS
A. CONTRACTOR assures and guarantees that it possesses the
legal authority, pursuant to any proper, appropriate and official
motion, resolution or action passed or taken, to enter into this
Contract.
B. The person or persons signing and executing this Contract
on behalf of CONTRACTOR, do hereby warrant and guarantee that he,
she, or they have been fully authorized by CONTRACTOR to execute
this Contract on behalf of CONTRACTOR and to validly and legally
PAGE 3
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 this Contract if there
is a dispute as to the legal authority of either CONTRACTOR or the
person signing the Contract to enter into this Contract. CONTRAC-
TOR is liable to CITY for any money it has received from CITY for
performance of the provisions of this Contract if CITY has
suspended or terminated this Contract for the reasons enumerated in
this Section.
D. CONTRACTOR agrees that the funds and resources provided
CONTRACTOR under the terms of this Contract will 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
which would have been available to, or provided through, CONTRACTOR
had this Contract not been executed.
VI.
PERFORMANCE BY CONTRACTOR
CONTRACTOR will provide, oversee, administer, and carryout all
of the activities and services set out in the WORK STATEMENT,
attached hereto and incorporated herein for all purposes as Exhibit
A, utilizing the funds described in Exhibit 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 with all other terms, provisions and requirements of
this Contract.
No modifications or alterations may be made in the WORK
STATEMENT without the prior written approval of the City's
Community Development Coordinator.
VII.
PAYMENTS TO CONTRACTOR
A. Payments to Contractor. The CITY shall pay to the
CONTRACTOR a maximum amount of money totaling $20,000 for services
rendered under this Contract. CITY will pay these funds on a
reimbursement basis to the CONTRACTOR within twenty days after CITY
has received supporting documentation. CITY shall not pay in any
three month period more than twenty-five (25%) percent of the
maximum amount specified above.
Funds are to be expended primarily as shown in the Budget,
Exhibit B.
B. Excess Payment. CONTRACTOR 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:
PAGE 4
(1) has resulted in overpayment to CONTRACTOR: or,
(2) has not been spent strictly in accordance with the
terms of this Contract; or
(3) is not supported by adequate documentation to fully
justify the expenditure.
C. Disallowed Costs. Upon termination of the Contract, should
any expense or charge for which payment has been made be subse-
quently disallowed or disapproved as a result of any auditing or
monitoring by the Department of Housing and Urban Development, or
any other Federal agency, CONTRACTOR will refund such amount to
such federal agency within ten (10) working days of a written
notice to CONTRACTOR, which specifies the amount disallowed.
Refunds of disallowed costs may not be made from these or any
other funds received from or through CITY.
D. Deobligation of Funds. In the event that actual expendi-
ture rates deviate from CONTRACTOR'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. CONTRACTOR 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 Contract, within fifteen (15)
working days following the close of the Contract period. CONTRAC-
TOR shall utilize the form agreed upon by CITY and CONTRACTOR.
At the termination of the Contract, all unclaimed (30 days or
older) salaries or wages must be returned to CITY in the following
format:
(1) A TWI3 check for the net aggregate amount payable to the
City of Denton;
(2) A listing showing the Social Security number, full
name, last known complete address and the amount owed to each
person involved.
VIII.
WARRANTIES
CONTRACTOR represents and warrants that:
A. All 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,
PAGE 5
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 condition 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, in the financial condition
of CONTRACTOR.
C. None of the provisions herein contravenes or is in conflict
with the authority under which CONTRACTOR is doing business or with
the provisions of any existing indenture or agreement of CONTRAC-
TOR.
D. CONTRACTOR has the power to enter into this Contract and
accept payments hereunder, and has taken all necessary action to
authorize such acceptance under the terms and conditions of this
Contract.
Each of these representations and warranties shall be continu-
ing and shall be deemed to have been repeated by the submission of
each request for payment.
IX.
COVENANTS
During the period of time that payment may be made hereunder
and so long as any payments remain unliquidated, CONTRACTOR shall
not, without the prior written consent of the Community Development
Administration or his authorized representative:
A. Sell, assign, pledge, transfer or otherwise dispose of
accounts receivables, notes or claims for money due or to become
due.
B. Sell, convey, or lease all or substantial part of its
assets.
C. Make any advance or loan to, or incur any liability for any
other firm, person, entity or corporation as guarantor, surety, or
accommodation endorser.
X.
ALLOWABLE COSTS
A. Costs shall be considered allowable only if incurred
directly specifically in the performance of and in compliance with
this Contract and in conformance with the standards and provisions
of Exhibits A and B.
PAGE 6
B. Approval of CONTRACTOR's budget, Exhibit B, does not
constitute prior written approval, even though certain items may
appear herein. CITY's prior written authorization is required in
order for the following to be considered allowable costs:
(1) Encumbrance or expenditure during any one month period
which exceeds one-fifth (1/5) of the total budget as specified
in Exhibit B.
(2) CITY shall not be obligated to any third parties,
including any subcontractors of CONTRACTOR, and CITY funds
shall not be used to pay for any contract service extending
beyond the expiration of this Contract.
(3) Out of town travel.
(4) Any alterations or relocation of the facilities on and
in which the activities specified in Exhibit A are conducted.
(5) Any alterations, deletions or additions to the Person-
nel Schedule incorporated in Exhibit B.
(6) Costs or fees for temporary employees or services.
(7) Any fees or payments for consultant services.
(8) Fees for attending out of town meetings, seminars or
conferences.
Written requests for prior approval are CONTRACTOR's responsi-
bility and shall be made within sufficient time to permit a
thorough review by CITY. Contractor must obtain written approval
by CITY prior to the commencement of procedures to solicit or
purchase services, equipment, or real or personal property. Any
procurement or purchase which may be approved under the terms of
this Contract must be conducted in its entirety in accordance with
the provisions of this Contract.
XI.
PROGRAM INCOME
A. For purposes of this Contract, program income means
earnings of CONTRACTOR realized from activities resulting from this
Contract or from CONTRACTOR's management of funding provided or
received hereunder. Such earnings include, but are not limited 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 equipment or facilities of
CONTRACTOR provided as a result of this Contract, and payments from
clients or third parties for services rendered by CONTRACTOR under
this Contract.
PAGE 7
B. CONTRACTOR shall include this Section in its entirety in
all of its sub-contracts which involve other income-producing
services or activities.
XII.
MAINTENANCE OF RECORDS
A. CONTRACTOR agrees to maintain records that will provide
accurate, current, separate, and complete disclosure of the status
of the funds received under this Contract, in compliance with the
provisions of Exhibit B, attached hereto, and with any other
applicable Federal and State regulations establishing standards for
financial management. CONTRACTOR's record system shall contain
sufficient documentation to provide in detail full support and
justification for each expenditure. Nothing in this Section shall
be construed to relieve CONTRACTOR of fiscal accountability and
liability under any other provision of this Contract or any
applicable law. CONTRACTOR shall include the substance of this
provision in all subcontracts.
B. CONTRACTOR agrees to retain all books, records, documents,
reports, and written accounting policies and procedures pertaining
to the operation of programs and expenditures of funds under this
Contract for three years.
C. Nothing in the above subsections shall be construed to
relieve CONTRACTOR of responsibility for retaining accurate and
current records which clearly reflect the level and benefit of
services provided under this Contract.
D. At any reasonable time, the CONTRACTOR shall make available
to CITY, HUD, or any of their authorized representatives, records
pertaining to this Agreement and shall permit CITY, HUD, or any of
their authorized representatives to audit, examine, make excerpts
and copies of such records, and to conduct audits of all contracts,
invoices, materials, payrolls, records of personnel, conditions or
employment and data requested by said representatives.
XIII.
REPORTS AND INFORMATION
At such times and in such form as CITY may require, CONTRACTOR
shall furnish such statements, records, data and information as
CITY may request and deem pertinent to matters covered by this
Contract.
CONTRACTOR shall submit quarterly beneficiary and financial
reports to CITY no less than once each three months. The benefi-
ciary report shall provide a detailed description of client
information, including race, income, female head of household. The
financial report shall include information and data relative to all
programmatic and financial reporting as of the beginning date
specified in Section I of this Contract.
PAGE 8
XIV.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's
performance under this Contract.
B. CONTRACTOR agrees that CITY may carry out monitoring and
evaluation activities to ensure adherence by CONTRACTOR to the Work
Statement, and Program Goals and Objectives, which are attached
hereto as Exhibit A, as well as other provisions of this Contract.
C. CONTRACTOR agrees to cooperate fully with CITY in the
development, implementation and maintenance of record-keeping
systems and to provide data determined by CITY to be necessary for
CITY to effectively fulfill its monitoring and evaluation responsi-
bilities.
D. CONTRACTOR agrees to cooperate in such a way so as not to
obstruct or delay CITY in such monitoring and to designate one of
its staff to coordinate the monitoring process as requested by CITY
staff.
E. After each official monitoring visit, CITY shall provide
CONTRACTOR with a written report of monitoring findings.
F. CONTRACTOR shall submit copies of any fiscal, management,
or audit reports by any of CONTRACTOR's funding or regulatory
bodies to CITY within five (5) working days of receipt by CONTRAC-
TOR.
XV.
INSURANCE
All doctors and nurses providing care to patients shall be
required to maintain professional liability coverage of no less
than One Hundred Thousand Dollars ($100,000) to insure the services
provided under this contract by such professionals.
XVI.
EQUAL OPPORTUNITY
A. CONTRACTOR shall comply with the Equal Employment and
Affirmative Action Federal provisions.
B. CONTRACTOR shall comply with all applicable equal employ-
ment opportunity and affirmative action laws or regulations.
C. CONTRACTOR will furnish all information and reports
requested by the 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.
PAGE 9
XVII.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and
shall be available for examination.
XVIII.
CONFLICT OF INTEREST
A. CONTRACTOR 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 Contract. CONTRAC-
TOR further covenants that in the performance of this Contract, no
person having such interest shall be employed or appointed as a
member of its governing body.
B. CONTRACTOR further covenants that no member of its
governing body or its staff, subcontractors or employees shall
possess any interest in or use his position for a purpose that is
or gives the appearance of being motivated by desire for private
gain for himself, or others, particularly those with which he 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 Contract shall (1) participate in any decision relating to the
Contract 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 Contract or the proceeds thereof.
XIX.
NEPOTISM
CONTRACTOR shall not employ in any paid capacity any person who
is a member of the immediate family of any person who is currently
employed by CONTRACTOR, or is a member of CONTRACTOR'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.
XX.
POLITICAL OR SECTARIAN ACTIVITY
A. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used, either directly or indirectly, for any political activity
(including, but not limited to, an activity to further the election
or defeat of any candidate for public office) or any activity
undertaken to influence the passage, defeat or final content of
legislation.
PAGE 10
B. None of the performance rendered hereunder shall involve,
and no portion of the funds received by CONTRACTOR hereunder shall
be used for or applied directly or indirectly to the construction,
operation, maintenance or administration, or be utilized so as to
benefit in any manner any sectarian or religious facility or
activity.
XXI.
PUBLICITY
A. Where such action is appropriate, CONTRACTOR shall pub-
licize the activities conducted by CONTRACTOR under this Contract.
In any news release, sign, brochure, or other advertising medium,
disseminating information prepared or distributed by or for
CONTRACTOR, mention shall be made of the U.S. Department of Mousing
and Urban Development's Community Development Block Grant Program
funding through the City of Denton having made the project
possible.
B. All published material and written reports submitted under
this project must be originally developed material unless otherwise
specifically provided in this Contract. When material not origi-
nally developed is included in a report, the report shall identify
the source in the body of the report or by footnote. This provi-
sion is applicable when the material is in a verbatim or extensive
paraphrase format.
All published material submitted under this project shall
include the following reference on the front cover or title page:
This document is prepared in accordance with the City
of Denton's Community Development Block Grant Program, with
funding received from the United 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 submitted by CONTRACTOR, shall become the
property of CITY upon receipt.
XXII.
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is
preparing or submitting any application for funding in accordance
with 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 proposed use of funds.
B. Upon award of or notice of award, whichever 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.
PAGE 11
Such notice shall be submitted to CITY, in writing, within ten (10)
working days of receipt of the notice of award or funding award by
CONTRACTOR, together with copies of the budget, program descrip-
tion, and contract.
C. CONTRACTOR shall not use funds provided hereunder, either
directly or indirectly, as a contribution, or to prepare applica-
tions to obtain any federal or private funds under any federal or
private program without the prior written consent of CITY.
XXIII.
CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of
this Contract shall be by written amendment executed by both
parties, except when the terms of this Contract 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 this Contract. In addition, budget
revisions cannot significantly change the nature, intent, or scope
of the program funded under this Contract.
C. CONTRACTOR will submit revised budget and program informa-
tion, whenever the level of funding for CONTRACTOR or the pro-
gram(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 Contract. Any such
modifications are to be automatically incorporated into this
Contract without written amendment hereto, and shall become a part
of the Contract on the effective date specified by the law or
regulation.
E. CITY may, from time to time during the term of the
Contract, request changes in Exhibit A which may include an
increase or decrease 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, deletions, or additions to the Contract
Budget Detail incorporated in Exhibit B shall require the prior
written approval of CITY.
G. CONTRACTOR agrees to notify CITY in writing of any proposed
change in physical location for work performed under this Contract
at least thirty (30) calendar days in advance of the change.
PAGE 12
H. CONTRACTOR 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.
XXIV.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely
and properly perform each of the requirements, 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 mail to the Executive
Officer and the Board of Directors of CONTRACTOR. The notice shall
set forth the default or failure alleged, and the action required
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 compliance status and
paid all eligible funds withheld or impounded during the suspension
period. If, however, CITY determines that CONTRACTOR has not come
into compliance, the provisions of SECTION XXV may be effectuated.
XXV.
TERMINATION
A. CITY may terminate this Contract with cause for any of the
following reasons:
(1) CONTRACTOR's violation of covenants, agreements or
guarantees of this Contract.
(2) Termination or reduction of funding by the United
States Department of Housing and Urban Development.
CITY shall promptly notify CONTRACTOR in writing of the
decision to terminate and the effective date of termination.
Simultaneous notice of pending termination maybe made to other
funding sources specified in Exhibit B.
B. CONTRACTOR may terminate this Contract 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 Contract, 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 dcfined
in a contract between CONTRACTOR and the funding source in question.
PAGE 13
CONTRACTOR may terminate this Contract upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this
Contract.
C. Upon receipt of notice to terminate, CONTRACTOR shall
cancel, withdraw, or otherwise terminate any outstanding orders or
subcontracts which relate to the performance of this Contract.
CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors
for any expenses, encumbrances or obligations whatsoever incurred
after the termination date.
XXVI.
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
against CONTRACTOR, which may invoke this agreement, CONTRACTOR
shall give written notice thereof to CITY within two (2) working
days after being notified of such claim, demand, suit or other
action. Such notice shall state the date and hour of notification
of any such claim, demand, suit or other action; the names and
addresses of the person(s), firm, corporation or other entity
making such claim, or that instituted or threatened to institute
any type of action or proceeding; the basis of such claim, action
or proceeding; and the name of any person(s) against whom such
claim is being made or threatened. Such written notice shall be
delivered either personally or by mail.
XXVII.
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 liability of
any nature or kind, including costs and expenses for, or on account
of, any claims, audit exceptions, demands, suits or d-m-ges of any
character whatsoever resulting in whole or in part from the per-
fo&~ance or omission of any employee, agent or representative of
CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to ind-m-
nify and hold harmless CITY its agents, employees, or contractors
from any and all claims, suits, causes of action, demands, d-m-ges,
losses, attorneys 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, employees, or contractors.
PAGE 14
XXVIII.
MISCELLANEOUS
A. CONTRACTOR shall not transfer, pledge or otherwise assign
this Contract 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.
B. If any provision of this Contract 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 CONTRACTOR hereunder, or
any other act or failure of CITY to insist in any one or more
instances upon the terms and conditions of this Contract constitute
or be construed in any way to be a waiver by CITY of any breach of
covenant or default which may then or subsequently be committed by
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 waive the effect of this
provision.
D. This Contract, 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 antecedent to this Contract, whether
written or oral, shall have no force or effect whatsoever; nor
shall any agreement, assertion, statement, understanding, or other
commitment occurring during the term of this Contract, or subse-
quent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an
amendment of this Contract.
E. For purposes of this Contract, all official communications
and notices among the parties shall be deemed made if sent postage
paid to the parties and address set for below:
TO CITY: TO CONTRACTOR:
City Manager Robert O. Benfield
City of Denton Vice President for Fiscal Affairs
215 E. McKinney St. Texas Woman's University
Denton, Texas 76201 Denton, Texas 76204
IN WITNESS OF WHICH this Agreement has been executed on this
the day of , 199__
PAGE 15
CITY OF DENTON TEXAS WOMAN'S UNIVERSITY
(TWU C.A.R.E.S.)
BY: BY:
BOB CA PRY, MAYOR ROBERT O. BENFIELD,
VICE PRESIDENT FOR FISCAL
AFFAIRS
ATTEST: ATTEST:
JENNIFER WALTERS, CITY SECRETARY SECRETARY
BY: ~, BY: ~
APPROVED AS TO LEGAL FORM:
HER~BERT PROUTY, CITY ATTORNEY
PAGE 16
EXHIBIT "A"
WORK STATEMENT
TWU C.A.R.E.S.
TWU C.A.R.E.S. is a non-profit Health Center providing primary care services to the
medically underserved populations of the City and County of Denton regardless of their
poverty rating. These services are not limited to medical specialty or age groups but serve
individ~als across the life span. TWU C.A.R.E.S. is a nurse managed center that receives its
direction and authority from the College of Nursing at TWU and its responsibility and
accountability from the Board of Nurse Examiners of the State of Texas. These primary care
services are provided in collaboration with members of the health care community and
affiliate agencies serving like populations within Denton County.
Objectives:
1. Implement the organi?~tional structure and planning for the TWU C.A.R.E.S. Health
Center project.
The organizational structure and planning are on a continuum and during the period covered
in this report several changes have evolved. The organizational chart can be found in
Appendix A.
Faculty in charge of TWU C.A.R.E.S. and the student clinical rotations at the health center
have changed in that Peggy Drapo, Ph.D. RN and Charlotte Patrick Ms, MED, RN have
retired. New faculty have been added and their vitae duties and responsibilities will be
presented in the next quarterly report. The position of Director of TWU C.A.R.E.S., Professor
in College of Nursing and Coordinator of MS programs is Rosemary Goodyear EdD, RNC,
FNP and her vitae can be found in Appendix B.
Staff at the health center has been augmented as a result of receiving funding from the City
of Denton. A part-time senior staff nurse is now employed at TWU C.A.R.E.S. to manage the
increasing pediatzic population.
Planning for TWU C.A.R.E.S. is moving forward and includes an enhanced focus on primary
care services to be offered at the health center. A more detailed explanation will be provided
in the next quarterly report since these events took place in September. The addition of
Family Nurse Practitioners to the faculty, changes in legislative regulations for nurses in
Advanced Practice in the state of Texas and the implementation of a Family Nurse
Practitioner Program at TWU College of Nursing are all factors that will influence the
direction of TWU C.A.R.E.S.
2. Expand the primary health care service at TWU C.A.R.E.S. Health Cemer
The direction of this change has been addressed in the first objective. The College of Nursing
at TWU had demonstrated the intent to expand the services by increasing qualified Family
Nurse Practitioner faculty for the implementation of a master's program preparing Advance
Practice Nurses/Family Nurse Practitioners.
3. Expand the numing practice arrangement at TWU C.A.R.E.S. Health Center.
This objective is continuing and establishment of outreach clinical sites is an example of
expanding nursing practice arrangements. Justin, Sanger and Aubrey now are receiving
nursing services on a monthly basis. Additional expansion is currently being discussed and
more definitive dam and plans will be shared as they evolve.
4. Evaluate TWU C.A.R.E.S. Health Center project.
The programs that are offered through the facility are under evaluation on an on-going basis.
The personnel are evaluated, the patient services are reviewed through an audit and the fiscal
management is constantly evaluated for each funding agency.
5. Evaluate the client care provided at TWU C.A.R.E.S. Health Center.
The development of a data base to monitor the services provided at the health center has
made good progress and is continuing to improve. The one difficulty that is being experienced
is the lack of data entry staff. Monies are being investigated to rectify that shortage.
EXHIBIT "B"
CDBG BUDGET
TWU CARES
Personnel
Senior Staff Nurse (RN)
Salary, 12 months @ 19 hours/wk., 0.4 FTE $15,196
Benefits $ 1,973
Total $17,169
Dental Hygienist
Salary, 6 hours/wk @ 10.50 for 30 weeks $ 1,890
Benefits $ 640
Total $ 2,530
Supplies for patient care $ 301
Grand Total $20,000
CITY OF DENTON
COMMUNITY DEVELOPMENT BLOCK GRANT FOR TWU C.A.R.E.S.
REVISED BUDGET 1995-1996
Personnel
Senior Staff Nurse (RN)
Salary, 12 months ~ 19 hours/wk., 0.4 FTE 15,196.
Benefits 1,973.
Total 17,169.
Dental Hygienist
Salary, 6 hours/wk ~ 10.50 for 30 weeks 1890.
Benefits 640.
Total 2530
Supplies for patient care. 301.
Grand Total 20,000.
PLEASE SUBMIT THE FOLLOVVING REVISED BUDGET WITH THE FOLLOVVlNG
RATIONALE.
The increase in salary reflects the pay raise that went into effect in September 1995.
The Dental Hygienist replaces the dental hygiene students. This person is part time
faculty in the Dental Hygiene Program and will be coordinating the student placement and
clinical experience at TWIJ C.A.R.E.S. An expansion of Dental Health Education into the
community will also be initiated this year and the supervision of the students in these
community agencies will be the responsibility of this individual. This program allows the
mission of the Health Center to be carried out and Our goals to be achieved_