1993-221E:\WPD0rS\0RD\UN:TED.0
ORDINANCE NO. 90-2 ZL
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND
UNITED WAY OF DENTON COUNTY, INC.; AUTHORIZING THE MAYOR TO EXECUTE
THE AGREEMENT; 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
United Way of Denton County, Inc. in consideration of the valuable
public services to be furnished by United Way of Denton County,
Inc., through the Rainbow Connection Program, to the City of Denton
in accordance with the Agreement attached hereto; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION I. That the City Council hereby approves the Agreement
attached hereto, between the City of Denton and United Way of
Denton County, Inc., and authorizes the Mayor to execute said
Agreement.
SECTION II. That the city council authorizes the expenditure
of funds in the amount of Twenty Thousand and no/100 Dollars
($20,000.00), and in the manner as specified in the Agreement.
SECTION III. That this ordinance shall become effective immed-
iately upon its passage and approval.
PASSED AND APPROVED this the 7M day of , 1993.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY:
MMOMKWHITED.WAY
AGREEMENT BETWEEN THE CITY OF DENTON
AND UNITED WAY OF DENTON COUNTY# INC.
This Agreement is made and entered into by and between the
city of Denton, a Texas municipal corporation, acting by and
through its Mayor, pursuant to ordinance, hereinafter referred to
as CITY, and United Way of Denton County, Inc., 525 N. Locust,
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 United
Way's Rainbow Connection Program; 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, 1993, and
shall terminate on September 30, 1994, unless extended by the City.
Requests for extension must be in writing and are to be submitted
to the Community Development office on or before the Agreement
termination date.
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 and other
provision of the Agreement, the total of all payments
obligations made or incurred by CITY hereunder shall not exceed the
sum of $20,000.00.
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 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;
PAGE 2
(d) has not been billed to CITY within thirty
(30) 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-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.
PAGE 3
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 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 $20,000 for services
PAGE 4
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.
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.
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.
At the termination of the Agreement, all unclaimed (30 days or
older) salaries or wages must be returned to CITY in the following
format:
(1) A cashier's check for the net aggregate amount pay-
able 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.
PAGE 5
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
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 Executive
Director of Planning and Development or his authorized representa-
tive:
(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-
PAGE 6
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 dispose
of accounts receivables, notes or claims for money due or to
become due.
(3) Sell, convey, or lease all or substantial part of
its assets.
(4) Make any advance or loan to, or incur any liability
for any other firm, person, 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,
2004.
(2) That should. CONTRACTOR transfer or otherwise dispose
of said property on or before August 31, 2004, 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.
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-twelfth (1/12) of any budgeted line
items for costs as specified in Exhibit B.
PAGE 7
(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.
(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 operating expenses. These
fees or other program income will be deducted from the regular
reimbursement request.
PAGE 8
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
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.
docu-
B. CONTRACTOR agrees to retain all books, records,
procedures
ments, reports, and written accounting policies
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.
PAGE 9
CONTRACTOR shall submit regular performance reports to CITY no
less than once each three months, with the first report due on or
before December 1, 1993. The performance report shall detail
client information, including race, income and other such statis-
tics required by CITY. CONTRACTOR agrees to gather information and
data relative to all programmatic and financial reporting as of the
beginning date specified in Section II and furnish to CITY quarter-
ly a report of all income received and funds expended. The first
such report is due on December 1, 1993.
If the agency receives federal funds in excess of $25,000,
from any source, or if for any reason an independent audit is
conducted, the CONTRACTOR agrees to submit an audit conducted by
independent examiners within 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 adequate notice, and shall include Y an in a timely agenda and a manner brief descrip-
tion of the matters to be discussed. CONTRACTOR understands and
agrees that CITY representatives shall be afforded access to all of
PAGE 10
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.
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.
PAGE 11
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
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,
PAGE 12
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
defeat c r) ofinal r any
contenvity
undertaken to influence the passage,
legislation.
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
CITY appropriate,
A. Where such action
shall publicize the
CONTRACTOR
upon written approval
activities conducted by CONTRACTOR under this Agreement. In any
news release, sign, brochure, or other advertising medium, dis-
seminating information prepared or distributed by or for CONTRAC-
TOR, mention shall be made of the U.S. Department of Housing and
Urban Development 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 Agreement. When material
not originally developed is included in a report, the report shall
identify the source in the body of the report or by footnote. This
provision is applicable when the material is in a verbatim or
extensive paraphrase format.
All published material submitted under this project shall
-IlirlP 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. 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.
PAGE 13
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.
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
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.
PAGE 14
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.
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.
PAGE 15
(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-
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.
PAGE 16
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
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.
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.
XXIX.
INDEMNIFICATION
A. It. is expressly understood and agreed by both parties
hereto that CITY is contracting with CONTRACTOR as an independent
CITY,
contractor and that such, CONTRACTOR
harmless shall from all liability of
its officers, agents employees harmless from all liability of
PAGE 17
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.
H. 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.
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 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:
City Manager
City of Denton
215 E. McKinney St.
Denton, Texas 76201
TO CONTRACTOR:
Director
United Way of Denton County
525 N. Locust
Denton, Texas 76201
PAGE 18
IN WITNESS OF W ICH this Agreement has been executed on this
the day of ( n ,aAj,&2 , 1993.
CITY OF DENTON
BY:
BOB CASTLEBERRY, MA
ATTEST: /
JENNIFER WALTERS,, CITY SECRETARY
BY:
APPROVE`D` AS TO LEGAL FORM:
DEBRA A. DRAYOVITCH, CITY ATTORNEY
BY:
UNITED WAY OF DENTON COUNTY, INC.
BY: ~;f .X161 ~n L~~( i
DIRECTOR
ATTEST:
5A -4 1. 0
BO SE RETARY
PAGE 19
EXHIBIT "A"
UNITED WAY OF DENTON COUNTY] INC.
Statement of Work
for
The Rainbow Connection Program
The purpose of the program is to provide access to wholesome
activities for the children and youth living in the owsley Addition
in the City of Denton. The requested funding will provide scholar-
ships of up to $100 for 150 children. The Rainbow Connection
Advisory Board will screen applications for appropriate activities
and income eligibility before authorizing payment to the agency or
program. To make the residents aware of the program, the Rainbow
Connection will provide publicity and promotional activities.
The program provides transportation assistance in the form of bus
tokens or as reimbursements to participating agencies who will
provide activities and transportation for the children. The Rain-
bow Connection Advisory Board will approve applications for trans-
portation and agency activity reimbursement.
In accordance with United Way accounting procedures, an audit will
be performed at the conclusion of the program. Evaluation of the
program will include completing surveys of participants, program
leaders, and Rainbow Connection volunteers.
PAGE 20
EXHIBIT "B"
UNITED WAY OF DENTON COUNTY] INC.
RAINBOW CONNECTION
Budget
Program costs to be reimbursed with CDBG funds:
Program 150 Children X $100
Transportation Services
Agency Activities Fees Camp Fire
Girl Scouts
Boy Scouts
YMCA (incl. transportation)
Total
Printing
Promotions
Postage
Audit
$15,000
1,300
500
500
500
750
2,250
250
500
200
500
$20,000
PAGE 21