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2002-034ORDINANCE NO. ~'~-~,f14 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY, TEXAS FOR USE OF CDBG FUNDS TO MAKE EMPROVEMENTS AT COUNTY DENTAL CLINIC FACILITY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton has received certain funds fi:om 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, the City has adopted a budget for such funds and included therein an authorized budget for expenditures of funds for equipment to be installed in the County Dental Clinic at 1213 Wilson Street; and WHEREAS, the City determines that such project will serve a public purpose in providing needed dental care for low and moderate income families; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Mayor, or in her absence the Mayor Pro Tem, is hereby authorized to execute, on behalf of the City, an Interlocal Cooperation Agreement between the City of Denton, Texas and Denton County, Texas for installation of improvements at the county dental clinic located at 1213 Wilson, Denton, Texas, substantially in accordance with the Interlocal Cooperation Agreement which is attached hereto and incorporated by reference herein. SECTION 2. The expenditure of funds as set forth in the Interlocal Cooperation Agreement is hereby authorized. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APeROVED this the /~'Q~ dayof (~~ ,2002. EULINE BROCK, MAYOR Page 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY Page 2 STATE OF TEXAS § COUNTY OF DENTON § INTERLOCAL AGREEMENT BETWEEN THE CITY OF DENTON AND DENTON COUNTY This Agreement is made and entered into by and between the City of Denton, Texas, a municipal corporation located in Denton County, acting by and through its City' Manager, pursuant to ordinance, hereinafter referred to as CITY, and Denton County, a political subdivision of the State of Texas, hereinafter referred to as CONTRACTOR. WHEREAS, CITY has received certain funds fi:om 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 fimds for equipment to be installed in the dental clinic facility at 1213 Wilson Street; and WHEREAS, CITY has designated the Community Development Division of the Planning and Development Department 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; and WHEREAS, CONTRACTOR is a duly organized political subdivision of the State of Texas engaged in the administration of county government, including the operation of dental and medical facilities for the benefit of the citizens of Denton County; and WHEREAS, CITY is a municipality engaged in the provision of municipal services within its jurisdiction, including the administration of federal funds received by it under Title I of the Housing and Community Development Act of 1974, as amended; and WHEREAS, this Agreement involves governmental functions that each party individually can perform; and WHEREAS, the provision of these medical services is a governmental function that serves the public health and welfare, and is of mutual concern to the contracting parties; and WHEREAS, CITY will make payments from current revenues and CONTRACTOR agrees that these payments by CITY fairly compensate it for the services performed; and WHEREAS, COUNTY and CITY mutually desire to be subject to the provisions of V.T.C.A. Gov't Code ch. 791, the Interlocal Cooperation Act, and all other applicable statutes and laws pursuant thereto; 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, 2001, and shall terminate on September 30, 2003 unless adjusted by CITY. Request for such an adjustment must be in writing and is to be submitted to CITY's Community Development Division, 100 West Oak, Suite 208, Denton, Texas, 76201. RESPONSIBILITIES CONTRACTOR hereby accepts responsibility for ensuring the proper installation of all equipment and any ancillary construction required to complete installation and to carry out all activities described in the Description of Improvements attached hereto as Attachment "A", in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CONTRACTOR hereby accepts responsibility for assuring the complete performance of all services and activities in the facility located at 1213 Wilson Street currently owned by the Denton Housing Authority, hereinaller referred to as the FACILITY OWNER and any future facihties used by the CONTRACTOR to carry out services. The CONTRACTOR h~reby guarantees performance of all conditions set forth in Attachment "B", described in the Service Provision Statement attached hereto as Attachment "B", in a satisfactory and efficient manner as determined by CITY, in accordance with the terms herein. CITY understands that CONTRACTOR intends to obtain an appropriate lease or agreements with FACILITY OWNER to ensure performance of the terms and conditions of this Agreement. CITY will consider CONTRACTOR's Director of the Denton County Health Department to be the 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. CITY's Community Development Administrator will be the CITY's representative responsible for the administration of this Agreement. 2 CITY'S OBLIGATION A. Limit of Liability. CITY will pay the equipment supplier in behalf of the CONTRACTOR and FACILITY OWNER the expenses incurred pursuant and in accordance with the description of improvements attached hereto as Attachment "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 $30,000. .~. Measure of Liability. In consideration of'full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall reimburse the CONTRACTOR for ?ayments made to the supplier after work has been completed and approved by both the CITY and CONTRACTOR in accordance with an accepted schedule for performance payments, subject to the limitations and provisions set forth in this Section and Section 7 of this Agreement. (1) The parties expressly understand and agree that CITY's obligations under this Section are contingent upon the actual receipt of adequate Community Development Block Grant (CDBG) funds to meet CITY's liabilities under this Agreement. If adequate funds are not available to make payments under this Agreement, CITY shall notify CONTRACTOR in writing within a reasonable time after such fact has been determined. CITY may, at its option, either reduce the amount of its liability, as specified in Subsection A of this Section or terminate the Agreement. If CDBG funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments under this Agreement. (2) It is expressly understood that this Agreement in no way obligates the General Fund or any other monies or credits of the City of Denton. (3) CITY shall not be liable for any cost or portion thereof which: (a) has been paid, reimbursed or is subject to payment or reimbursement, from any other source; (b) was incurred prior to the beginning date, or after the ending date specified in Section 1; (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto; (d) is not an allowable cost as defined by Section 11 of this Agreement or the project budget. 3 (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 anthorization from CITY, or after CITY has requested that CONTRACTOR furnish data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed. er~th~) CITY shall not be obligated or liable under this Agreement to any party o the CONTRACTOR for payment of any monies or provision of any goods or services. C. CITY shall provide funds in an amount not to exceed $30,000 to assist CONTRACTOR in the purchase and installation of equipment for use in the facility located at 1213 Wilson Street, Denton, Texas. D. To the extent allowed by law, CONTRACTOR agrees to hold and save harmless CITY from any and all loss, cost, or damage of every kind, nature or description arising under this Agreement or from any soume whatsoever. E. CITY shall comply with the HUD Office of Management and Budget Circular A- 87. CITY shall be responsible for performing the environmental review and monitoring the project for compliance with federal wage and labor requirements. 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 24 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-87 and A-128 and the sections of 24 CFR part 85 as listed in 24 CFR 570.502 (a). B. CONTRACTOR shall comply with all applicable federal laws, laws of the State of Texas and ordinances of the City of Denton, and in particular provisions of attachments C-F which are attached hereto and incorporated herein for all purposes. REPRESENTATIONS A. CONTRACTOR assures and guarantees that it possesses the legal authority, pursuant to any proper, appropriate and official motion, resolution or action passed or taken, to enter into this Agreement. B. The person or persons signing and executing this Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute 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 Sect 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. E. CONTRACTOR warrants that its agreements with the FACILITY OWNER will provide for CITY access to the site for inspection purposes. CONTRACTOR further warrants that agreements with the FACILITY OWNER state FACILITY OWNER's acceptance of all improvements planned at 1213 Wilson Street dental clinic facility. F. CONTRACTOR shall continue to utilize the facility at 1213 Wilson Street, Denton, Texas for a minimum of five years after improvements are completed and this agreement expires, to provide dental hygiene and other dental services for low income households. G. CITY is the only agent authorized to designate changes to the work to be performed. Any additional or changes to the work authorized by CITY can only be done in writing with the signature of CITY's City Manager, Mayor, or Community Development Administrator, plus those of CONTRACTOR and its representatives. J WARRANTIES CONTRACTOR represents and warrants that: A. All information, reports and data heretofore or hereafter requested by CITY and fitmished 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 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. 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 fmancial 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 approval of each request for payment t~om the general construction contractor. COVENANTS A. During the period of time that payment may be made hereunder and so long as any payments rema'm unliquidated, CONTRACTOR shall not, without the prior written consent of the Community Development Admimstrator 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 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 CONTRACTOR shall execute appropriate agreements with FACILITY OWNER to ensure that the property or alternate location of the dental clinic on the property, shall be used to meet one of the national objectives stated in 24 CFR 570 until September 30, 2008. (2) That should FACILITY OWNER transfer or otherwise dispose of said property on or before September 30, 2008, CONTRACTOR shall reimburse CITY in the amount of the fair market value of this property less any portion of the value attributable to expenditures of non-CDBG funds for acquisition of, or improvement to, the property. C. CONTRACTOR agrees, upon written request by CITY, to require its employees to attend training sessions sponsored by the Community Development Division. 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 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. 7 B. CONTRACTOR shall maintain records of the receipt and disposition of program income in the same manner as required for other contract funds, and reported to CITY in the format prescribed by CITY. CITY and CONTRACTOR agree, based upon advice received from representatives of the U.S. Department of Housing and Urban Development (HUD), that any fees collected for services performed by CONTRACTOR shall be spent only for service provision. C. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts that involve other income-producing services or activities. D. It is CONTRACTOR's responsibility to obtain from CITY a prior determination as to whether or not income arising directly or indirectly from this Agreement, or the performance thereof, constitutes program income. CONTRACTOR is responsible to CITY for the repayment of any and all amounts determined by CITY to be program income, unless otherwise approved in writing by CITY. 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 and with any other applicable Federal and State regulations establishing standards for financial management. CONTRACTOR's record system shall contain sufficient documentation to provide in detail full support and justification for each expenditure. Nothing in this Section shall be construed to relieve CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement or any applicable law. CONTRACTOR shall include the substance of this provision in all subcontracts. B. CONTRACTOR agrees to retain all books, records, documents, reports, and written accounting policies and procedures pertaining to the operation of programs and expenditures of ['unds under this Agreement for the period of time and under the conditions specified by CITY. C. . Nothing in the above subsections shall be construed to relieve CONTRACTOR of responsibility for retaining accurate and current records which clearly reflect the level and benefit of services provided under this Agreement. D. At any reasonable time and as often as CITY may deem necessary, CONTRACTOR shall make available to CITY, or any of its authorized representatives, all of its records and shall permit CITY, or any of its authorized representatives to audit, examine, make excerpts and copies of such records, and to conduct audits of all contracts, invoices, materials, payrolls, records of personnel, conditions or employment and all other data relating to the program requested by said representatives. 10. 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 every three months. The beneficiary report shall detail client information, including race, income, female head of household and other statistics required by CITY. The fmancial report shall include information and data relative to all programmatic and fmancial reporting as of the beginning date specified in Section 1 of this Agreement. Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit an audit conducted by independent examiners within ten days after receipt of such. 11. 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 Service Provision Statement attached hereto as Attachment "B", 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 responsibilities. 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 15 working days of receipt by CONTRACTOR. 9 12. DIRECTORS' MEETINGS During the terms of this Agreement, CONTRACTOR shall cause to be delivered to CITY copies of all notices of meetings of its Health Services Advisory Board and notices of any County Commissioner's meetings that include an item or items concerning dental clinic activities. These notices will set forth the tune 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 Advisory Board meetings. Minutes of all meetings of CONTRACTOR's dental clinic or Health Services Advisory Board shall be available to CITY within ten working days of approval. 13. INSURANCE A. CONTRACTOR shall observe sound business practices with respect to provid'mg 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 Attachments "A" and "B" are conducted, and the employees conducting these activities, shall be covered by premise liability insurance, commonly referred to as "Owner/Tenant" coverage with CITY named as an additional insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate insurance coverage arrangements. C. CONTRACTOR will comply with statutes and will obtain applicable workers' compensation employers' liability coverage where available and other appropriate liability coverage for program participants, if applicable. D. CONTRACTOR will maintain adequate and continuous liability insurance or self 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. 10 F. The policy or policies of insurance shall contain a clause, wtdch 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. 14. 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 30 days of the effective date of this Agreement. B. CONTRACTOR shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. C. CONTRACTOR will furnish all information and reports requested by the CITY, and will permit access to its books, records, and accounts for purposes of investigation to ascerta'm compliance with local, state and Federal rules and regulations. D. In the event of CONTRACTOR's non-compliance with the non-d/scrimination requirements, CITY may cancel or terminate the Agreement in whole or in part, and CONTRACTOR may be barred Eom further contracts with CITY. 15. PERSONNEL POLICIES Personnel policies shall be established by CONTRACTOR and shall be available for examination. Such personnel pohcies shall: A. Be no more liberal than CITY's personnel policies, procedures, and practices, includ'mg policies with respect to employment, salary and wage rates, working hours and holidays, fringe benefits, vacation and sick leave privileges, and travel; and B. Be in wfit'mg and shall be available for review by CITY. 16. CONFLICT OF INTEREST A. CONTRACTOR covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. CONTRACTOR further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. CONTRACTOR further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his position for a purpose 11 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. 17. 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 Denton County Health Department, nor is a member of CONTRACTOR's governing board or the Health Services Advisory Board. The term "member of immediate family" includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle, nephew, niece, stepparent, stepchild, half-brother and half-sister. 18. POLITICAL OR SECTARIAN ACTIVITY A. None of the performance rendered hereunder shall involve, and no portion of the funds received by CONTRACTOR hereunder shall be used, either directly or indirectly, for any political activity (including, but not limited to, an activity to further the election or defeat of any candidate for public office) or any activity undertaken to influence the passage, defeat or final content of legislation. 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. 19. 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 Housing and Urban Development's Community Development Block Grant Program funding through the City of Denton has made the project possible. 12 20. 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. 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 working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program description, and Agreement. B. CONTRACTOR shall not use funds provided hereunder, whether directly or indirectly, as a contribution, or to prepare applications to obtain any federal or private funds under any federal or private program without the prior written consent of CITY. 21. 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 shall request, in writing, budget revisions 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 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 this agreement. D. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. E. CONTRACTOR shall notify CITY of any changes in personnel of the dental clinic and of the Denton County Health Department. 13 F. It is expressly understood that neither the performance of Attachment "B" for any program contracted hereunder nor the transfer of funds between or among said programs will be permitted. 22. 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 County Commissioners 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 23 may be effectuated. 23. TERMINATION A. CITY may terminate this Agreement for cause under any of the following reasons: (1) CONTRACTOR's failure to attain compliance during any prescribed period of suspension as provided in Section 22. (2) CONTRACTOR's violation of covenants, agreements or guarantees of this Agreement. (3) Termination or reduction of funding by the United States Department of Housing and Urban Development. (4) Finding by CITY that CONTRACTOR: (a) is in such unsatisfactory financial condition as to endanger performance under this Agreement; (b) has allocated inventory to this program which substantially exceeds the reasonable requirements of the program. (c) is delinquent in payment of performance of this Agreement in the ordinary course of business. 14 (5) 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. (6) CONTRACTOR's inability to conform to changes required by Federal, State and local laws or regulations as provided in Section 4, and Section ll(D), of this Agreement. (7) The commission of an act of bankruptcy. (8) CONTRACTOR's violation of any law or regulation to which CONTRACTOR is bound or shall be bound under the terms of the Agreement. CITY shall promptly notify CONTRACTOR in writing of the decision to terminate and the effective date of termination. Simultaneous notice of pending termination maybe made to other funding source specified. B. CITY may terminate this Agreement for convenience at any time, by giving written notice to CONTRACTOR. 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 de£med herein or as defined in a contract between CONTRACTOR and the funding source in question. 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 listed on the notice to terminate referred to in this paragraph. 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. 15 24. 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 regarding or related to the subject matter of this Agreement, CONTRACTOR shall give written notice thereof to CITY within five 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. 25. INDEMNIFICATION A. It is expressly understood and agreed by both parties hereto that CITY is contracting with CONTRACTOR as an independent contractor and that as such, to the extent allowed by law 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. B. To the extent allowed by law, 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. 26. MISCELLANEOUS A. 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. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall rema'm in full force and effect and eont'mue to conform to the original intent of both parties hereto. C. In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to insist in any one or more instances upon the terms and conditions of this 16 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. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding or other commitment antecedent to this Agreement, whether written or oral, shall have no fome 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. 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 ultimately responsible to HUD for matters of compliance, will have the final authority to render or to secure an interpretation. F. For purposes of this Agreement, all official communications and notices among the parties shall be deemed made if sent postage paid to the parties and address set forth below: TO CITY: TO CONTRACTOR: City Manager City of Denton 215 E. McKilmey St. Denton, Texas 76201 Denton County, Texas 110 West Hickory Denton, Texas 76201 Copy of notice shall also be sent to Director of Denton County Health Department, 306 N. Loop 288, Suite 183, Denton, Texas 76201. G. 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. 17 ATTEST: IN WITNESS OF WHICH this Agreement has been executed on this the /~7~___~ day of 63~/2o~, ,200f~ CITY OF DEN~Olx~ CITY MANAGER'(~...~ JENNIFER WALTERS, CITY SECRETARY APPRC~ED AS TO LEGAL FORM: t HERBERT L. PROUTY, CITY ATTORNEY DENTON COUNTY BY: ATTEST: 18 ATTACHMENT "A" DESCRIPTION OF IMPROVEMENTS Installation and maintenance service of the following: 1. Accessory Console Options Included: · Sink and square end module 28" · Door storage module 21" · Rounded end module, 7", fight side Approximate Cost- $3,800 2. Treatment console upper, midsection and base Options Included · Delivery system module for Asst. delivery system, position C2 · Door storage module · Door storage with side opening door system · Sub-Option(s) a. Swing-out shelf for door storage model BDFTC1 or equivalent b. Adjustable shelves for door storage modules, except B 1DTC44ype module · Door storage with bi-fold door system Approximate Cost - $12,200 3. Central console w/49" equipment end Options Included · Adjustable shelf for dispensing unit · Glove/tissue dispenser · Wash station, round end · Door storage module, w/doom on operator and assistant side · Task light, 1 on side opposite privacy panel · Door storage module, w/doom on operator and assistant side Sub-Option a. Adjustable shelves except B1DC5-type Approximate Cost - $14,000 TOTAL APPROXIMATE COST* $30,000 CITY OF DENTON PROJECT BUDGET $30,000 * Funding amounts for each item may be revised as necessary to complete the project. ATTACHMENT "B" SERVICE PROVISION STATEMENT The Denton Health Program of the Denton County Health Department will provide the following services at the facility located at 1213 Wilson Street. 1. Dental examinations, charting and treatment planning. 2. Intraoral dental x-rays. 3. Out-patient oral surgery services - simple extractions, biopsy, removal of impacted wisdom teeth. 4. Preventative dental services - dental pit and fissure sealants, preventive oral health care instruction. 5. Restorative treatment on qualified patients (fillings, chrome steel crowns). 6. Referral services for dental specialty services. ATTACHMENT "C" 24 CFR § 570.505 The standards described in this section apply to real property within the recipient's conlxol, which was acquired or improved in whole or in part using CDBG funds in excess of $25,000. These standards shall apply from the date CDBG funds are first spent for the property until five years after closeout of an entitlement recipient's participation in the entitlement CDBG program or, with respect to other recipients, until five years after the closeout of the grant from which the assistance to the property was provided. (a) A recipient may not change the use or planned use of any such property (including the beneficiaries of such use) fi'om that for which the acquisition or improvement was made unless the recipient provides affected citizens with reasonable notice of, and opportunity to comment on, any proposed change, and either: (1) The new use of such property qualifies as meeting one of the national objectives in Section 570.208 and is not a building for the general conduct of government; or (2) The requirements in paragraph (b) of this section are met. (b) If the recipient determines, after consultation with affected citizens, that it is appropriate to change the use of the property to a use which does not qualify under paragraph (a)(1) of this section, it may retain or dispose of the property for the changed use if the recipient's CDBG program is reimbursed in the amount of the current fair market value of the property, less any portion of the value attributable to expenditures of non- CDBG funds for acquisition of, and improvements to, the property. (c) If the change of use occurs after closeout, the provisions governing income from the disposition of the real property in Section 570.504(b) (4) or (5), as applicable, shall apply to the use of funds reimbursed. (d) Following the reimbursement of the CDBG program in accordance with paragraph (b) of this section, the property no longer will be subject to any CDBG requirements. ATTACHMENT "D" 24 CFR § 570.503 (a) Before disbursing any CDBG funds to a subrecipient, the recipient shall sign a written agreement with the subrecipient. The agreement shall remain in effect during any period that the subrecipient has control over CDBG funds, including program income. (b) At a Ininim~n, the written agreement with the subrecipient shall include provisions concerning the following items: (1) Statement of Work. The agreement shall include a description of the work to be performed, a schedule for completing the work, and a budget. These items shall be in sufficient detail to provide a sound basis for the recipient effectively to monitor performance under the agreement. (2) Records and Reports. The recipient shall specify in the agreement the particular records the subrecipient must maintain and the particular reports the subrecipient must submit in order to assist the recipient in meet'rog its recordkeeping and reporting requirements. (3) Program Income. The agreement shall include the program income requirements set foFth in Section 570.504(c). (4) Uniform Administrative Requirements. The agreement shall require the subrecipient to comply with applicable uniform administrative requirements, as described in Section 570.502. (5) Other Program Requirements. The agreement shall require the subrecipient to carry out each activity in compliance with all Federal laws and regulations described in subpart K of these regulations, except that: (i) The subrecipient does not assume the recipient's environmental responsibilities described at Section 570. 604; and (ii) The subrecipient does not assume the recipient's responsibihty for initiating the review process under the provisions of 24 CFR Part 52. (6) Conditions for Religious Organizations. Where applicable, the conditions prescribed by HUB for the use of CDBG funds by religious organizations shall be included in the agreement. (7) Suspension and Termination. The agreement shall specify that, in accordance with 24 CFR 85.43, suspension or termination may occur if the subrecipient materially fails to comply with any term of the award, and that the award may be terminated for convenience in accordance with 24 CFR 85.44. (8) Reversion of Assets. The agreement shall specify that upon its expiration the subrecipient shall transfer to the recipient any CDBG funds on hand at the time of expiration and any accounts receivable attributable to the use of CDBG funds. It shall also include provisions to the use of CDBG funds. It shall also include provisions designed to ensure that any real property under the subrecipient's control that was acquired or improved in whole or in part with CDBG funds in excess of $25,000 is either: (i) Used to meet one of the national objectives in Section 570.208 until five years after expiration of the agreement, or for such longer period of time as determined to be appropriate by the recipient; or (ii) Not used in accordance with paragraph (b) (8) (i) of this section, in which event the subrecipient shall pay to the recipient an amount equal to the current market value of the property less any portion of the value attributable to the expenditures of non-CDBG funds for the acquisition of, or improvement to the property. The payment is program income to the recipient. (No payment is required after the period of time specified in paragraph (b) (8) (i) of this section.) ATTACHMENT "E" 24 CFR § 570.504 (a) Recording Program Income. The receipt and expenditure of program income as defined in Section 570.500(a) shall be recorded as part of the financial transactions of the grant program. (b) Disposition of Program Income Received by Recipients. (1) Program income received before grant closeout may be retained by the recipient if the income is treated as additional CDBG funds subject to all applicable requirements governing the use of CDBG funds. (2) If the recipient chooses to retain program income, that income shall affect withdrawals of grant funds from the U.S. Treasury as follows: (i) Program income in the form of repayments to, or interest earned on, a revolving fund as defined in Section 570.500(b) shall be substantially disbursed from the fund before additional cash withdrawals are made from the U.S. Treasury for the same activity. (This rule does not prevent a lump stun disbursement to finance the rehabilitation of privately owned properties as provided for in Section 570.513.) (ii) Substantially all other program income shall be disbursed for eligible activities before additional cash withdrawals are made from the U.S. Treasury. (iii) At the end of each program year, the aggregate amount of program income cash balances and any investment thereof (except those needed for immediate cash needs, cash balances of a revolving loan fund, cash balances from a lump-sum drawdown, or cash or investments held for section 109 loan guarantee security needs) that, as of the last day of the program year, exceeds one-twelfth of the most recent grant made pursuant to Sec. 570.304 shall be remitted to HUD as soon as practicable thereafter, to be placed in the recipient's line of credit. This provision applies to program income cash balances and investments therof held by grantee and its subrecipients. (This provisions shall be applied for the first time at the end of the program year for which Federal Fiscal Year 1996 funds are provided.) (3) Program income on hand at the time of closeout shall continue to be subject to the eligibility requirements in Subpart C and all other applicable provisions of this part until it is expended. (c) (d) (4) Unless otherwise provided in any grant closeout agreement, and subject to the requirements of paragraph (b) (5) of this section, income received aRer closeout shall not be governed by the provisions of this part, except that, if at the time of closeout the recipient has another ongoing CDBG grant received directly from HUD, funds received after closeout shall be treated as program income of the ongoing grant program. (5) If the recipient does not have another ongoing grant received directly from HUD at the time of closeout, income received afier closeout from the disposition of real property or from loans outstanding at the time of closeout shall not be governed by the provisions of this part, except that such income shall be used for activities that meet one of the national objectives in Section 570.208 and the eligibility requirements described in Section 105 of the Act. Disposition of program income received by subrecipients. The written agreement between the recipient and the subrecipient, as required by Sec. 570.503, shall specify whether program income received is to be returned to the recipient or retained by the surecipient. Where program income is to be retained by the subrecipient, the program income and that all provisions of the written agreement shall apply to the specified activities. When the subrecipient retains program income, transfers of grant funds by the recipient to the subrecipient shall be adjusted according to the principles described in paragraphs (b) (2) (i) and (ii) of this section. Any program income on handwhen the agreement expires, or received after the agreement's expiration, shall be paid to the recipient as required by Sec. 570.503 (b) (8). DispOsition of certain program income received by urban counties. Program income derived from urban county program activities undertaken by or within the jurisdiction of a unit of general local government which thereafter terminates its participation in the urban county shall continue to be program income of the urban county. The urban county may transfer the program income to the trait of general local government, upon its termination of urban county participation, provided that the trait of general local government has become entitlement grantee and agrees to use the program income in its own CDBG entitlement program. Page 2 of 2 ATTACHMENT "F" 24 CFR §570.502 (a) Recipients and subrecipients that are governmental entities (including public agencies) shall comply with the requirements and standards of OMB Circular No. A-87, "Cost Priniciples for State, Local, and Indian Tribal Governments"; OMB Circular A-128, "Audits of State and Local Governments" (implemented at 24 CFR part 44); and with the following sections of 24 CFR part 85 "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments" or the related CDBG provision, as specified in this paragraph: (1) Section 85.3, "Definitions"; (2) Section 85.6, "Exceptions"; (3) Section 85.12, "Special grant or subgrant conditions for 'high-risk' grantees"; (4) Section 85.20, "Standards for financial management systems," except paragraph (a); (5) Section 85.21, "Payment," except as modified by Sec. 570.513; (6) Section 85.22, "Allowable costs"; (7) Section 85.26, "Non-federal audits"; (8) Section 85.32, "Equipment, "except in all cases in which the equipment is sold, the proceeds shall be program income; (9) Section 85.33, "Supplies"; (10) Section 85.34, "Copyrights"; (11) Section 85.35, "Subawards to debarred and suspended parties"; (12) Section 85.36, "Procurement," except paragraph (a); (13) Section 85.37, "Subgrants"; (14) Section 85.40, "Monitoring and reporting program performance," except paragraphs (b) through (d) and paragraph (0; (15) Section 85.41, "Financial reporting," except paragraphs (a), (b), and (e); (16) Section 85.42, "Retention and access requirements for records," except that the period shall be four years; (17) Section 85.43, "Enforcement"; (18) Section 85.44, "Termination for convenience"; (19) Section 85.51, "Later disallowances and adjustment" and (20) Section 85.52, "Collection of amounts due."