2004-336FILE REFERENCE FORM I 2004-336 I
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Amendment to Service Contract (original is attached) no date J ?~
ORDNANCE NO.
AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN
THE CITY OF DENTON, TEXAS AND THE DENTON CITY-COUNTY DAY SCHOOL FOR
PROFESSIONAL CH1LDCARE AND PRESCHOOL FOR LOW TO MODERATE INCOME
FAMILIES; FINDING AN EXEMPTION FROM PUBLIC BIDDING REQUIREMENT;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the Denton City-County Day School, a Texas non-profit corporation, (the
"Organization") provides for professional childcare and preschool for low to moderate income
families in the City of Denton, Texas (the "Program"); and
WHEREAS, the Organization and the City of Denton desire to enter into an agreement to
provide for the continuance of the Program which agreement is substantially in the same form as the
agreement attached hereto and made a part hereof by reference (the "Public Service Agreement");
and
WHEREAS, the Program is a part of the City's community development program as
authorized by Chapter 373 of the Local Government Code and it helps to eliminate conditions
detrimental to the public health and safety by providing opportunities and services to low to
moderate persons in Denton that would otherwise not be available; and
WHEREAS, the Program and the Public Service Agreement are necessary to preserve and
protect the public health and safety of the City's residents by helping to insure that low to moderate
income families have adequate childcare and preschool services available; and
WHEREAS, City Council finds that if the Program and the Public Service Agreement are not
available, the children of low to moderate income families would be at risk of being left unattended
while parents are at work or otherwise engaged in other activities, thereby creating a substantial
health and safety risk for citizens of Denton; and
WHEREAS, the Program is supervised and administered by professional personnel which
maintain compliance with the State of Texas requirements for early childhood education; and
WHEREAS, City Council finds that the Public Service Agreement and the expenditures
provided for in the Agreement are exempt from competitive bidding as a procurement necessary to
preserve or protect the public health or safety of the City's residents under Section 252.022(a)(2) of
the Local Government Code and as an item purchased under a request-for-proposal process for a
community development program under Section 252.021 (d); and
Page 2
WHEREAS, the City Council of the City of Denton hereby finds that the Program and the
Public Service Agreement serve important municipal and public purposes and are in the public
interest; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The findings set forth in the preamble of this ordinance are incorporated by
reference into the body of this ordinance as if fully set forth herein.
SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Public
Service Agreement and to carry out the duties and responsibilities of the City under the Public
Service Agreement, including the expenditure of funds as provided in the Public Agreement.
SECTION 3. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the ~'~f dayof ~/~~ ,2004.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Page 2
2004-2005 CDBG SERVICE AGREEMENT BETWEEN THE
CITY OF DENTON, TEXAS AND
DENTON CITY COUNTY DAY SCHOOL
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 Denton City County
Day School, 1603 Paisley, Denton, TX 76209, hereinafter referred to as "Organization";
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; and
WHEREAS, CITY has designated the Community Development Division as the division
responsible for the administration of this Agreement 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.
This Agreement shall commence on or as of October 1, 2004, and shall terminate on
September 30, 2005, unless sooner terminated in accordance with Section 25 "Termination".
J
RESPONSIBILITIES
CONTRACTOR hereby accepts the responsibility for the performance of all services and
activities described in the Scope of Services attached hereto as Exhibit A, and incorporated
herein by reference, 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
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 CITY's Community Development Administrator will be CITY's representative
responsible for the administration of this Agreement.
Page 1 of 26
Beneficiaries of the activities to be provided hereunder must reside in the City of Denton
and CONTRACTOR certifies that the activities carried out with Community Development Block
Grant funds shall meet the program's National Objective of benefit to low and moderate-income
persons. CONTRACTOR shall provide services to persons whose income is equal to or lower
than 80% of the median income of the Dallas standard metropolitan statistical area. To
accomplish this, the CONTRACTOR shall use the current applicable income limits published by
the Department of Housing and Urban Development for lower income housing assistance under
Section 8 of the United States Housing Act of 1937 herein attached as Exhibit D. Income
eligibility shall be determined by the sum of the gross income of all individuals residing in the
household. Services must be provided directly to or on behalf of specific identified eligible
clients. Eligibility documentation must be included in each client's file and updated at least once
during the contract period.
CITY'S OBLIGATION
Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred
pursuant and in accordance with the project budget attached hereto as Exhibit B and the
Scope of Services herein attached as Exhibit A and incorporated herein by reference.
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
Thirty-Eight Thousand Dollars ($38,000.00).
Measure of Liability. In consideration of full and satisfactory services and activities
hereunder by CONTRACTOR and receipt of a requisition for payment with appropriate
documentation of expenditures, 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 7 of this Agreement.
Payments may be contingent upon certification of the CONTRACTOR's financial
management system in accordance with the standards specified in OMB Circular A-110.
(1)
The parties expressly understand and agree that CITY's obligations under this
Section are contingent upon the actual receipt of adequate Conununity
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.
Page 2 of 26
(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 1;
(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 90 calendar days following billing to
CONTRACTOR, or termination of the Agreement, whichever date is
earlier; or
(e)
is not an allowable cost as defined by Section 11 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 CONTRACTOR requiring prior written authorization
form 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 Agreement to any party other than
CONTRACTOR for payment of any monies or provision of any goods or
services.
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 570. The foregoing is in no way
meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law
or administrative ruling, or to narrow the standards which CONTRACTOR must follow.
CONTRACTOR further accrues and certifies that if the regulations and issuances
promulgated pursuant to the Act are amended or revised, it shall comply with them, or notify
CITY, as provided in Section 23 of this Agreement.
Page 3 of 26
CONTRACTOR agrees to abide by the conditions of and comply with the requirements
of the Office of Management and Budget Circulars Nos. A-il0, A-122, A-87 and A-133 as
applicable.
B. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas
and ordinances of the City of Denton.
CONTRACTOR is required to comply with the applicable uniform administrative
requirements as described in 24 CFR 570.502 and 24 CFR 570 subpart K with the
exceptions noted below:
(1)
CONTRACTOR does not assume CITY'S environmental responsibilities
described at CFR 570.604; and
(2)
CONTRACTOR does not assume the CITY's responsibility for initiating the
review process under the provisions of 24 CFR Part 52.
REPRESENTATIONS
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.
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 this Agreement on behalf of CONTRACTOR
and to validly and legally bind CONTRACTOR to all terms, performances and
provisions herein set forth.
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.
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.
Page 4 of 26
PERFORMANCE BY CONTRACTOR
CONTRACTOR will provide, oversee, administer, and carry out all of the activities and
services set out in the SCOPE OF SERVICES, 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 Agreement.
No modifications or alterations may be made in the Scope of Services without the prior
written approval of the City's Community Development Administrator.
PAYMENTS TO CONTRACTOR
Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum
amount of money totaling Thirty Eight Thousand Dollars ($38,000.00) 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 of eligible expenditures. 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 providing the services described in the Scope
of Services herein attached as Exhibit A and based on the budget herein attached as
Exhibit B.
Excess Payment. CONTRACTOR shall refund to CITY within ten 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.
Disallowed Costs. Upon termination of this Agreement, should any expense or change
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
Development, or any other Federal agency, CONTRACTOR will refund such amount to
CITY within ten 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
funds received from or through CITY.
Page 5 of 26
Reversion of Assets.
(1)
CONTRACTOR, upon expiration of this Agreement shall transfer to the CITY
any CDBG funds on hand at the time of expiration and any accounts receivable
attributable to the use of CDBG funds.
(2)
If CITY finds that CONTRACTOR is unwilling and/or unable to comply with any
of the terms of this Contract, CITY may require a refund of any and all money
expended pursuant to this Contract by CONTRACTOR, as well as any remaining
unexpended funds which shall be refunded to CITY within ten working days of a
written notice to CONTRACTOR to revert these financial assets.
Obligation of Funds. In the event that actual expenditure rates deviate from
CONTRACTOR's provision of a corresponding level of performance, as specified in
Exhibit A, CITY hereby reserves the right to reappropriate or recapture any such
underexpended funds.
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 15 working
days following the close of the Agreement period. CONTRACTOR shall utilize the form
agreed upon by CITY and CONTRACTOR.
WARRANTIES
CONTRACTOR represents and warrants that:
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.
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.
No litigation or legal proceed'rags are presently pending or threatened against
CONTRACTOR.
Page 6 of 26
None of the provisions herein contravene or are in conflict with the authority under which
CONTRACTOR is doing business or with the provisions of any existing indenture or
agreement of CONTRACTOR.
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.
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 continuing and shall be deemed to
have been repeated by the submission of each request for payment.
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 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 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 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 end6rser.
(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 Community Development Division.
Page 7 of 26
10.
ALLOWABLE COSTS
Costs shall be considered allowable only if incurred directly and specifically in the
performance of and in compliance with this Agreement and in conformance with the
standards and provisions of Exhibits A and 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 requ'~red in order for the following to be considered allowable costs:
(1)
Encumbrances or expenditures during any one month period which exceeds one-
tenth (1/10) 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.
(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 responsibility 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.
Expenditures will not be reimbursed to CONTRACTOR for the purchase of real property
or equipment. These are not allowable costs under this agreement.
Page 8 of 26
11.
PROGRAM INCOME
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 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.
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, that any fees collected for
services performed by CONTRACTOR shall be used for payment of costs associated
with service provision. Revenue remaining after payment of all program expenses for
service provision shall be considered Program Income and shall be subject to all the
requirements of this Agreement and the regulations found at CFR, Section 570.504.
CONTRACTOR shall include this Section in its entirety in all of its sub-contracts which
involve other income-producing services or activities.
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 the repayment of any and all amounts determined by CITY to be program
income, unless otherwise approved in writing by CITY.
12.
MAINTENANCE OF RECORDS
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
including OMB Circulars A-87, A-110, A-122 and A-133 as applicable; Title 24 CFR
Section 570.502 (b); Title 24 CFR Sections 570.504 and 570.506 as they pertain to costs
incurred, audits, program income, administration and other activities and functions.
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.
Page 9 of 26
CONTRACTOR agrees to retain all books, records, documents, reports, and written
accounting procedures pertaining to the operation of programs and expenditures of funds
under this Agreement for five years.
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.
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.
13.
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 1 of this Agreement. Beneficiary and financial reports
shall be due to City within 15 working days after the completion of each quarter.
Unless the CITY has granted a written exemption, CONTRACTOR shall submit an audit
conducted by independent examiners in accordance with Generally Accepted Accounting
Principles. If the CONTRACTOR receives more than $500,000 in federal funding, the audit
must be conducted in accordance with OMB Circular A-133 as applicable within thirty days after
receipt of such audit.
14.
MONITORING AND EVALUATION
CITY shall perform on-site monitoring of CONTRACTOR's performances under this
Agreement.
CONTRACTOR agrees that CITY may carry out monitoring and evaluation activities to
ensure adherence by CONTRACTOR to the Scope of Services, and Program Goals and
Page 10 of 26
Objectives, winch are attached hereto as Exhibit A, as well as other provisions of this
Agreement.
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 responsibilities.
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.
After each official monitoring visit, CITY shall provide CONTRACTOR with a written
report of monitoring findings documenting findings and concerns that will require a
written response to the City. An acceptable response must be received by the City witinn
60 days from the CONTRACTOR's receipt of the monitoring report or audit review
letter. Future contract payments can be withheld for CONTRACTOR's failure to submit
a response within 60 days.
CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any
of CONTRACTOR's funding or regulatory bodies to CITY within five working days of
receipt by CONTRACTOR.
15.
DIRECTORS' MEETINGS
During the terms 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 days after Board approval.
16.
INSURANCE
CONTRACTOR shall observe sound business practices with respect to providing such
bonding and insurance as would provide adequate coverage for services offered under
tins Agreement.
The premises on and in winch the activities described in Exhibit A are conducted, and the
employees conducting these activities, shall be covered by premise liability insurance,
Page 11 of 26
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 arrangements.
CONTRACTOR will comply with applicable workers' compensation statues and will
obtain employers' liability coverage where available and other appropriate liability
coverage for program participants, if applicable.
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.
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.
The policy or policies of insurance shall contain a clause which requires that City and
Contractor be notified in writing of any cancellation of change in the policy at least 30
days prior to such change or cancellation.
17.
CIVIL RIGHTS / EQUAL OPPORTUNITY
CONTRACTOR shall comply with all applicable equal employment opportunity and
affirmative gction laws or regulations. The CONTRACTOR shall not discriminate
against any employee or applicant for employment because of race, color, creed, religion,
national origin, gender, age or disability. The CONTRACTOR will take affirmative
action'to insure that all employment practices are free from such discrimination. Such
employment practices include but are not limited to the following: hiring, upgrading,
demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of
pay or other forms of compensation and selection for training, including apprenticeship.
CONTRACTOR shall submit for CITY's approval, a written plan for compliance with
the Equal Employment and Affirmative Action Federal provisions, within 30 days of the
effective date of this Agreement
The CONTRACTOR agrees to comply with Title VI of the Civil Rights Act of 1964 as
amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 104(b) and
Section 109 of Title 1 of the Housing and Community Development Act of 1974 as
amended, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities
Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063 and Executive
Order 11246 as amended by Executive Orders 11375 and 12086.
Page 12 of 26
CONTRACTOR will furnish all information and reports requested by the CITY, and will
pemfit access to its books, records, and accounts for purposes of investigation to ascertain
compliance with local, state and Federal rules and regulations.
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.
18.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and shall be available for
examination. Such personnel policies shall:
Be no more liberal than CITY's personnel policies, procedures, and practices, including
policies with respect to employment, salary and wage rates, working hours and holidays,
fringe benefits, vacation and sick leave privileges, and travel; and
Be in writing and shall be approved by the governing body of CONTRACTOR and by
CITY.
19.
CONFLICT OF INTEREST
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.
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.
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 participate in any decision relating to the Agreement
which affects his or her personal interest or the interest in any corporation, partnership, or
association in which he or she has a direct or indirect interest.
Page 13 of 26
20.
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.
21.
POLITICAL OR SECTARIAN ACTIVITY
A. Neither the funds advanced pursuant to this Agreement, nor any personnel which may be
employed by the CONTRACTOR with funds advanced pursuant to this Agreement shall be in
any way or to any extent engaged in any conduct or political activity in contravention of Chapter
15 of Title 5 of the United States Code.
B. The CONTRACTOR is prohibited from using funds provided herein or personnel
employed in the administration of the program for: political activities; sectarian or religious
activities, lobbying, political patronage or nepotism activities.
C. The CONTRACTOR agrees that none of the funds or services provided directly or
indirectly under this Agreement shall be used for any partisan political activity or to further the
election of defeat of any candidate for public office, or for publicity, lobbying and/or propaganda
purposes designed to support or defeat pending legislation. Employees of the CONTRACTOR
connected with any activity that is funded in whole or in part by funds provided to
CONTRACTOR under this Agreement may not under the term of this Agreement:
1. Use their official position or influence to affect the outcome of an election or
nomination.
2. solicit contributions for political purposes; or
3. take an active part in political management or in political campaigns.
CONTRACTOR hereby agrees to sign a Certification Regarding Lobbying included herein as
Exhibit "C" and if necessary, the Disclosure of Lobbying Activities provided by the CITY.
22.
PUBLICITY
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, the advertising medium shall state that the U.S. Department of
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Housing and Urban Development's Community Development Block Grant Program
funding through the City of Denton has made the project possible.
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 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.
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.
23.
CHANGES AND AMENDMENTS
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.
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.
CONTRACTOR will submit revised budget and program information, 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.
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.
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CITY may, from time to time during the term of the Agreement, request changes in
Exhibit A, which may include an increase or decreased in the amount of
CONTRACTOR's compensation. Such changes shall be incorporated in a written
amendment hereto, as provided in Subsection A of this Section.
Any alterations, deletion, or additions to the Contract Budget Detail incorporated in
Exhibit B shall require the prior written approval of CITY.
CONTRACTOR agrees to notify CITY of any proposed change in physical location for
work performed under this Agreement at least 30 calendar days in advance of the change.
CONTRACTOR shall notify CITY of any changes in personnel or governing board
composition.
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.
24.
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 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 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 25 may be effectuated.
25.
TERMINATION
CITY may terminate this Agreement for cause under any of the following reasons or for
other reasons not specifically enumerated in this paragraph:
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(1) CONTRACTOR's failure to attain compliance during any prescribed period of
suspension as provided in Section 24.
(2) CONTRACTOR's failure to materially comply with any of the terms of this
Agreement.
(3) CONTRACTOR's violation of covenants, agreements or guarantees of this
Agreement.
(4) Termination or reduction of funding by the United States Department of Housing and
Urban Development.
(5) 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.
(6) Appointment of a trustee, receiver or liquidator for all or substantial part of
CONTRACTOR's property, or institution of bankruptcy, reorganization,
rearrangement of or liquidation proceedings by or against CONTRACTOR.
(7) CONTRACTOR's inability to conform to changes required by Federal, State and
local laws or regulations as provided in Section 4, and Section 2, of this Agreement.
(8) The commission of an act of bankruptcy.
(9) 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 source specified in Exhibit B.
B. CITY may terminate this Agreement for convenience at any time. If CITY terminates this
Agreement 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
Page 17 of 26
the services actually performed bears to the total services of CONTRACTOR covered by
the Agreement, less payments previously made.
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.
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 listed on the notice to terminate referred to in this paragraph.
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.
26.
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 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.
27.
INDEMNIFICATION
It is expressly understood and agreed by both parties hereto that CITY is
contracting with CONTRACTOR as an independent contractor and that as such,
Page 18 of 26
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 performance or
omission of any employee, agent or representative of CONTRACTOR.
CONTRACTOR agrees to provide the defense for, and to indemnify and hold
harmless CITY its agents, employees, or contractors from any and all claims, suits,
causes of action, demands, damages, losses, attorney fees, expenses, and liability
arising out of the use of these contracted funds and program administration and
implementation except to the extent caused by the willful act or omission of CITY,
its agents, employees, or contractors.
28.
NON-RELIGIOUS ACTIVITES
The CONTRACTOR will provide all services under this Agreement in a manner that is
exclusively non-religious in nature and scope. There shall be no religious services,
proselytizino., instruction or any other religious preference, influence or discrimination in
connection with providing the services hereunder.
29.
MISCELLANEOUS
CONTRACTOR shall not transfer, pledge or otherwise assign this Agreement or any
interest therein, or any claim arising thereunder, to any party or parties, bank, trust
company or other financial institution without the prior written approval of CITY.
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.
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 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.
This Agreement, together with referenced exhibits and attachments, constitutes the entire
agreement between the parties hereto, and any prior agreement, assertion, statement,
Page 19 of 26
understanding or other commitment antecedent to this Agreement, whether written or
oral, shall have no force or effect whatsoever; nor shall an agreement, assertion,
statement, understanding, or other commitment occurring during the term of this
Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless
properly executed in writing, and if appropriate, recorded as an amendment of this
Agreement.
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 ultimately responsible to
HUD for matters of compliance, will have the final authority to render or to secure an
interpretation.
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:
City Manager
City of Denton
215 E. McKinney
Deuton, Texas 76201
TO CONTRACTOR:
Denton City County Day School
ATTN: Carolyn Berry, Executive Director
1603 Paisley
Denton, Texas 76209
This Agreement shall be interpreted in accordance with the laws of the State of Texas and
venue of any litigation concerning this Agreement shall be in a court competent
jurisdiction sitting in Denton County, Texas.
WHICH this Agreement has been executed on this the ,~'~'
. ~,s,II~_ WITNES, S OF
of 7~'~"~Z~.~ ,2004.
. CITY OF DENTON
CITY MANAGER
day
ATTEST:
JENNIFER WALTERS
CITY SECRETARY
Page 20 of 26
HERBERT L. PROUTY
CITY ATTORNEY
ATTEST:
BY:
D~aton City County Day School
BOARD SECRETARY
EXHIBIT A
SCOPE OF SERVICES
Denton City County Day School
The Scope of Services under this Agreement shall be as follows:
SECTION I - ACTIVITY
ORGANIZATION shall provide childcare on a sliding scale to low and moderate-income
residents of Denton based on income and family size.
Beneficiaries of the services to be provided hereunder must reside in the City of Denton and
ORGANIZATION shall provide children between the ages of 2 and 5 years old from low-
income households whose parents must be working and/or attending school full-time, or a
combination of going to school and working full-time to be eligible to enroll their child. Parents
will be required to volunteer at the childcare.
SECTION II - SERVICES
In order to complete the agreed upon activity ORGANIZATION shall provide the following
services:
Provide a safe, healthy environment that will meet the development needs of the
child. Activities will be designed for each age group to meet the individual and
group needs. The curriculum will include education emphasizing effective earning
skills, creative arts, motor skills, physical development, speech development,
music, personal hygiene and manners.
Provide breakfast, lunch, and an afternoon snack for each child. All meals will
meet the USDA and Texas Department of Human Services Special Nutrition food
requirements for children in childcare.
· Must be licensed by the Texas Department of Protective and Regulatory Services.
· Must meet or exceed the Texas Department of Human Services minimum
standards for Day Care Centers.
· Must be a North Central Texas Child Care Services designated vendor.
· Provide operation hours from 6:30 a.m. to 5:30 p.m. Monday through Friday.
Page 22 of 26
· Provide one English as a Second Language (ESL) classroom to children from
households that speak Spanish as their primary language.
SECTION IH - UNIT OF SERVICE
A unit of service will be the tool by which the CITY and the ORGANIZATION can measure
performance under this agreement. A unit of service shall be defined as childcare and
appropriate services to a household as described in Section II - Services
SECTION IV - GOALS
ORGANIZATION will conduct pre and post assessments to determine each child's mastery of
age appropriate development skills. Pre assessments will take place in September or when the
child begins the school. Post assessments will take place in the spring. 75% of children will be
able to master 90% of the goals on the post assessment test.
ORGANIZATION shall provide the services listed in this Agreement within the monetary limits
contained in Exhibit B, entitled "Budget", attached hereto and incorporated by reference herein.
In no event shall compensation to the ORGANIZATION exceed the lesser of the
ORGANIZATIONS's costs attributable to the work performed as stated herein, or sum of Thirty-
Eight Thousand Dollars ($38,000).
SECTION IV - OUTCOMES
Direct Service Outcome
· Quality early childhood education in preparation for school readiness
· The children will be served at least one complete meal and at least one snack each day.
The meals and snacks will meet all nutrition requirements set forth by the State Child
Care Food Program.
· Increased parental involvement through the volunteer program.
Community Outcome
The Denton City County Day School assists the City of Denton in the provision of services
necessary to:
(1) ensure safe, affordable quality childcare is available to Iow-income families
(2) continue allocation of scarce resources to meet urgent community needs, as outlined in
the 2000-2005 City of Denton Consolidated Plan as Human Services objectives.
The Denton City County Day School benefits the citizens of the City of Denton by providing
quality early childhood education as an integral part of building a better community.
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Exhibit B
Budget
Denton City County Day School
Teacher Salaries
Allowable Expenditure
Budget Amount
$38,000.00
Total $38,000.00
The Denton City County Day School will be reimbursed on a fee for service basis for services
provided to residents of Demon. Denton City County Day School may submit monthly or
quarterly reimbursement requests for teacher salaries. Reimbursement requests must include
time sheets and copies of paychecks or pay stubs for the salaries for which reimbursement is
being requested.
Page 24 of 26
Exhibit C
Certification Regarding Lobbying
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid by or on behalf of the
undersigned, to any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress,
or an employee of a Member of Congress in connection with the awarding of any
Federal contract, the making of any Federal grant, the making of any Federal loan,
the entering into of any cooperative agreement, and the extension, continuation,
renewal, amendment, or modification of any Federal contract, grant, loan or
cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with a Federal contract, grant,
loan or cooperative agreement, the undersigned shall complete and submit Standard
Form-ILL, "Disclosure Form to Report Lobbying," in accordance with its
instructions.
(3) The undersigned shah require that the language of this Certification be included in
the award documents for all subawards at all tiers (including subcontractors,
subgrants and contracts under grants, loans and cooperative agreements) and that
all subrecipients shall certify and disclose accordingly.
This certification is a material representation of fact upon which reliance was placed when
this transaction was made or entered into. Submission of the certification is a prerequisite
for making or entering into this transaction imposed by Section 1352, title 31, US Code.
Any person who fails to file the required certification shall be subject to a civil penalty of
not less than $10,000 and not more than $100,000 for each such failure.
Grantee
Signature Title
Date: 2004-2005
Page 25 of 26
Exhibit D
Qualifying Income Limits for Federally Assisted Programs
Maximum Income Levels
Family
Size
1
2
3
4
5
6
7
8
Moderate Income
80% AMI - <65% AMI
Low Income
65% AMI - <50% AMI
Very-Low Income
50% AMI - <30% AMI
Extremely-Low Income
<30% AMI
$37,250 - $30,251
$42,550 - $34,601
$47,900 - $38,901
$53,200 - $43,251
$57,450 - $46,701
$61,700 - $50,151
$65,950 - $53,601
$70,200 - $57,051
Source:
$30,250-$23,301
$34,600- $26,601
$38,900-$29,951
$43,250-$33,251
$46,700- $35,901
$50,150-$38,551
$53,600-$41,251
$57,050- $43,901
$23,300-$13,951
$26,600- $15,951
$29,950- $17,951
$33,250-$19,951
$35,900- $21,551
$38,550-$23,151
$41,250- $24,751
$43,900- $26,351
$13,950 or Below
$15,950 or Below
$17,950 or Below
$19,950 or Below
$21,550 or Below
$23,150 or Below
$24,750 or Below
$26,350 or Below
U.S. Department of Housing and Urban Development
Effective: October 2003
Page 26 of 26
AMENDMENT TO SERVICE CONTRACT
The Service Contract between the City of Denton, Texas and ___Denton City
County Day School , dated November 2, 2004 (the "Service Contract") and
approved by Ordinance No. 2004-336 is hereby amended to decrease the maximum
amount that the City is obligated under Paragraph 3, A to an amount not to exceed
$__35,640.00.
A new Exhibit "B" is also hereby attached and replaces the previous Exhibit "B'
for all purposes.
All other provisions of the contract shall remain in full force and effect unless in
direct conflict with the provisions of this amendment.
This amendment shall be attached to the original contract by the City Secretary.
This amendment shall become effective on the completions of signatures of the
parties.
Michael A. Conduff r(,._)
City Manager
Dated:
ATTESTED:
JENNIFER WALTERS
CITY SECRETARY
APPR~v~D~AS TO LEG2 FORM:
HERBERT L. PROUTY
CITY A~TTORNEY
Dento C nty hook
By: Name: ( x~
Title: ~
Date:
Exhibit B
Budget
Denton City County Day School
Allowable Expenditure
Teacher Salaries
Total
Budget Amount
$35,640.00
$35,640.00
The Denton City County Day School will be reimbursed on a fee for service basis for services
provided to residents of Denton. Denton City County Day School may submit monthly or
quarterly reimbursement requests for teacher salaries. Reimbursement requests must include
time sheets and copies of paychecks or pay stubs for the salaries for which reimbursement is
being requested.
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