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1991-154w ALL0002E 240 16f ORDINANCE NO 15 AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON AND SERVICES PROGRAM FOR AGING NEEDS (SPAN), 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 Services Program for Aging Needs (SPAN), in consideration of the valuable public services to be furnished by Services Program for Aging Needs (SPAN) 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 Services Program for Aging Needs, and authorizes the Mayor to execute said agreement SECTION II That the City Council authorizes the expenditure of funds in the manner and amount as specified in the Agreement SECTION III That this ordinance shall become effective im- mediately upon its passage and approva PASSED AND APPROVED this the./6" day of 1991 BOB CASTLEBERRY, APPROVED AW TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY BY ATTEST JENNIFER WALTERS, CITY SECRETARY w ALL0002E 240 15f AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND TRANSPORTATION SERVICES PROGRAM FOR AGING NEEDS (SPAN) This Agreement is hereby entered into by and between the City of Denton, Texas, a Home Rule Municipal Corporation, (hereinafter referred to as City) and Services Program for Aging Needs (SPAN), a Texas non-profit Corporation, (hereinafter referred to as Agency), WHEREAS, the City Manager has determined that the Agency merits assistance and can provide needed services to citizens of the City and City Council has provided for funds in its budget for the purpose of paying for contractual services, NOW, THEREFORE, the parties hereto mutually agree as follows I SCOPE OF SERVICES The Agency shall in a satisfactory and proper manner perform the following tasks A Provide transportation within the city limits for persons sixty years old or older B Agency shall provide transportation services within the city limits to handicapped persons up to sixty (60) years of age C Agency may contract with other persons or companies to pro- vide the services specified herein during times when Agency does not operate Transportation services provided by such sub- contractees shall be in accordance with the terms and conditions of this agreement D Agency shall furnish the transportation services in accor- dance with working hours and holidays established by the SPAN Board of Directors E Agency shall charge each passenger of the transportation services One Dollar and Fifty Cents ($1 50) for every one-way trip provided to that passenger Should Agency desire to amend this fare, it shall send notice to City informing it of the proposed amendment The City shall consider whether it shall approve the amendment If the City does not take action to approve or dis- approve the proposed fare within 60 days, it shall be deemed to have approved the proposed fare II OBLIGATIONS OF AGENCY In consideration of the receipt of funds from the City, Agency agrees to the following terms and conditions A It will establish a separate bank account for deposit of the Fifty-Six Thousand and No/100 ($56,000 00) Dollars paid to the Agency by the City and the only expenditures from this account, un- til such time as said funds are exhausted, shall be for those ex- penses listed in the scope of services as provided for herein Agency shall not commingle funds received from other sources in this account and shall not utilize these funds for any other purpose B It will establish, operate, and maintain an account system for this program that will allow for a tracing of funds and a review of the financial status of the program and will permit authorized officials for the City of Denton to review its books at any time C It will comply with all federal statutes and regulations promulgated thereunder applicable to the Agency D It will reduce to writing all of its rules, regulations, and policies and file a copy with the City's Executive Director of Finance or his authorized representative along with any amendments, additions, or revisions whenever adopted E It will not enter into any contracts that would encumber the City funds for a period that would extend beyond the term of this Agreement F At the discretion of the City, the Agency may be required to refund the balance of the special account to the City of Denton at the end of the Agency's fiscal year G It will promptly pay all bills when submitted unless there is a discrepancy in a bill, any errors or discrepancies in bills shall be promptly reported to the Executive Director of Finance or his authorized representative for further direction H It will appoint a representative who will be available to meet with the Executive Director of Finance and other City offi- cials when requested I It will indemnify and hold harmless the City from any and all claims and suits arising out of the activities of the Agency, its employees, and/or contractors and save and hold the City harmless from all liability, including costs, expenses and attorneys fees, for or on account of, any claims, audit exceptions, suits, or damages of any character whatsoever resulting in whole or in part from the performance or omission of any act of any employee, agent or representative of the Agency J It will submit to the City of Denton copies of year-end audited financial statements Page 2 III TIME OF PERFORMANCE The services funded by the City shall be undertaken by the Agency within the following time frame October 1, 1991 through September 30, 1992 IV METHOD OF PAYMENT A Payment by the City for services provided hereunder will be made as follows, provided, that Agency shall request said payment by letter addressed to City of Denton, 215 East McKinney, Denton, Texas 76201, Attn City Manager's Office $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 66 on $4,666 74 on or or or or or or or or or or or or after after after after after after after after after after after after November 1, 1991 December 1, 1991 January 1, 1992 February 1, 1992 March 1, 1992 April 1, 1992 May 1, 1992 June 1, 1992 July 1, 1992 August 1, 1992 September 1, 1992 September 30, 1992 B It is expressly understood and agreed that in no event under the terms of this contract will the total compensation to be paid hereunder exceed the maximum sum of Fifty-Six Thousand Dollars and N01100 ($56,000 00) for all of the services rendered 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 C The City shall not be obligated or liable under this con- tract to any party other than the Agency for payment of any monies or provision of any goods or services V EVALUATION The Agency agrees to participate in an implementation and main- tenance system whereby the services can be continuously monitored The Agency agrees to make available its financial records for review by the City at the City's discretion In addition, the Agency agrees to provide the City the following data and reports A All external or internal audits Agency shall submit a copy of the annual independent audit to City within ten (10) days of receipt Page 3 B All external or internal evaluation reports C Agency shall submit quarterly financial statements to City in January, April, July, and September Each statement shall include expenses and income for the preceding quarter and shall identify the number of participants in each transportation program agency operates VI DIRECTORS' MEETINGS During the term of this Agreement, the Agency shall cause to be delivered to the 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 the City in a timely manner to give adequate notice, and shall include an agenda and a brief description of the matters to be discussed Agency understands and agrees that City representatives shall be afforded access to all Board of Director's meetings Minutes of all meetings of the Agency's governing body shall be submitted to the City within ten (10) working days of approval VII SUSPENSION OR TERMINATION The City may suspend or terminate this Agreement and payments to the Agency, in whole or part, for cause Cause shall include but not be limited to the following A Agency's improper, misuse, or inept use of funds B Agency's failure to comply with the terms and conditions of this agreement C Agency's submission of data or reports that are incorrect or incomplete in any material respect, or D Appointment of a trustee, receiver or liquidator for all or a substantial part of the Agency's property, or institution of bankruptcy, reorganization, rearrangement of or liquidation pro- ceedings by or against the Agency E If for any reason the carrying out of this agreement is ren- dered impossible or infeasible In case of suspension, the City shall advise the Agency, in writing, as to conditions precedent to the resumption of funding and specify a reasonable data for compliance In case of termination, the Agency will remit to the City any unexpended City funds Acceptance of these funds shall not con- stitute a waiver of any claim the City may otherwise have arising out of this Agreement Page 4 VIII EQUAL OPPORTUNITY A Agency will submit for City approval, a written plan for compliance with the Equal Employment and Affirmative Action Federal provisions, within one hundred twenty (120) days of the effective date of this Contract B Agency shall comply with all applicable equal employment op- portunity and affirmative action laws or regulations C Agency 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 D In the event of the Agency's non-compliance with the non- discrimination requirements, the Contract may be cancelled, termi- nated, or suspended in whole or in part, and the Agency may be bar- red from further contracts with the City IX CONFLICT OF INTEREST A The Agency 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 The Agency 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 The Agency 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 him- self, or others, particularly those with which he has family, busi- ness, or other ties C No officer, member, or employee of the 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 X NEPOTISM Agency shall not employ in any paid capacity any person who is a member of the immediate family of any person who is currently em- ployed by Agency, or is a member of Agency's governing board The term "member of immediate family" includes wife, husband, son, Page 5 daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, step-parent, step-child, half-brother and half- sister IN WITNESS WHEREOF, the parties do hereby theiC~- tures and enter into this Agreement as of the ~ day of 1991 CITY OF DENTON, TEXAS BOB CASTLEBERRY, MA ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPR ED S TO LEGAL FORM DEBRA A DRAYOVITCH, CITY ATTORNEY BY SERVICES PROGRAM FOR AGING NEEDS _ ~ O YLlzh~ DIRECTOR ATTEST BY ~LOti- k SECRETARY Page 6