2001-410Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILE(S) Date Inltialg
First Amendment to Agreement - 09/18/2002
(Original Amendment is attached to Ordinance 2001-410) 09/18/2002 JR
Second Amendment to Agreement - Ordinance No. 2003-291 09/16/2003 JR
· S:\Our Documents\Ordinances\O 1 \City County Day School Ordinance.doc
ORDINANCE NO. ~001-4/0
AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AUTHORIZING THE CITY
MANAGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY AND DENTON CITY
COUNTY DAY SCHOOL TO PROVIDE FOR IMPROVEMENTS TO THE DAYCARE
FACILITY AT 1603 PAISLEY STREET; AUTHORIZING THE EXPENDITURE OF FUNDS
THEREFOR, NOT TO EXCEED $30,000; AND PROVIDING AN EFFECTIVE DATE·
WHEREAS, the City Council has approved the 2001 Action Plan for Housing and
Community Development which includes $30,000 for improvements to the Denton City County
Day School daycare facility; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. That the City Manager is hereby authorized to execute the attached
agreement between the City of Denton and the Denton City County Day School to provide for
improvements to the daycare facility noted therein,
SECTION 2. that the City Council hereby authorized the expenditure of funds in the
manner and amount specified in the agreement, not to exceed $30,000.
SECTION 3. That this ordinance shall become effective immediately upon its passage
and approval.
PASSED AND APPROVED this the b~-~day of ~/~.2001.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Documents'tOocfile\CCDS
Contract
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01
06.doe
AGREEMENT BETWEEN THE CITY OF DENTON
AND DENTON CITY COUNTY DAY SCHOOL, INCORPORATED
This Agreement is made and entered into by and between the City of Denton, Texas, a
municipal corporation, acting by and through its City Manager, pursuant to ordinance,
hereinafter referred to as CITY, and Denton City County Day School, Inc., 1603 Paisley,
Denton, Texas, 76209, a not-for-profit corporation, hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain funds from the U.S. Department of Housing and
Urban Development under Title I of the Housing and Community Development Act of 1974, as
amended; and
WHEREAS, CITY has adopted a budget for such funds and included therein an
authorized budget for expenditure of funds for improvements to the child care facility at 1603
Paisley Street; and
WHEREAS, CITY has designated the Community Services Division of the Community
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;
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 November 6, 2001, and shall terminate on
November 6, 2006 unless otherwise adjusted by CITY. Request for such an adjustment must be
in writing and is to be submitted to the City's Community Services Division, 100 W. Oak, Suite
208, Denton, Texas, 76201.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts responsibility for ensuring the proper completion of all
construction and repair 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.
CITY will consider CONTRACTOR'S executive director 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.
III.
CITY'S OBLIGATION
A. Limit of Liability. CITY will pay the the CONTRACTOR 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.
B. Measure of Liability. In consideration of full and satisfactory services, activities
and reports hereunder by CONTRACTOR, CITY shall reimburse CONTRACTOR for expenses
incurred, subject to the limitations and provisions set forth in this Section and Section VII of this
Agreement.
(1) The parties expressly understand and agree that CITY's obligations under
this Section are contingent upon the actual receipt of adequate Community Development
Block Grant (CDBG) funds to meet CITY's liabilities under this Agreement. If adequate
funds are not available to make payments under this Agreement, CITY shall notify
CONTRACTOR in writing within a reasonable time after such fact has been determined.
CITY may, at its option, either reduce the amount of its liability, as specified in
Subsection A of this Section or terminate the Agreement. If CDBG funds eligible for use
for purposes of this Agreement are reduced, CITY shall not be liable for further payments
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, fi'om any other source;
(b) was incurred prior to the beginning date, or after the ending date
specified in Section I;
(c) is not in strict accordance with the terms of this Agreement,
including all exhibits attached hereto;
(d) is not an allowable cost as defined by Section XI of this Agreement
or the project budget.
Page 2
(4) CITY shall not be liable for any cost or portion thereof which is incurred
with respect to any activity of CONTRACTOR requiring prior written authorization from
CITY, or after CITY has requested that CONTRACTOR fumish 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 if
CONTRACTOR fails to follow appropriate procurement procedures and to retain the
services of the contractors and suppliers who were the lowest reasonable bidders on each
respective project and who were agreed upon by both the CITY and 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 improvements to the facility located at 1603 Paisley Street, Denton,
Texas.
D. 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
source 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.
IV.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant to this Agreement
are funds which have been made available to CITY by the Federal Government (U.S.
Department of Housing and Urban Development) under the Housing and Community
Development Act of 1974, as amended, in accordance with an approved Grant Application and
specific assurances. Accordingly, CONTRACTOR assures and certifies that it will comply with
the requirements of the Housing and Community Development Act of 1974 (P.L. 93-383) as
amended and with regulations promulgated thereunder, and codified at 24 CFR 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 XXIV of this Agreement.
CONTRACTOR agrees to abide by the conditions of and comply with the requirements
of the Office of Management and Budget Circulars Nos. A-110 and A-122.
Page 3
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 B - D
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 Section.
D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR
under the terms of this Agreement will in no way be substituted for funds and resources from
other sources, nor in any way serve to reduce the resources, services, or other benefits which
would have been available to, or provided through, CONTRACTOR had this Agreement not
been executed.
E. CONTRACTOR warrants that it is the legal owner of the property described in
Article II and CONTRACTOR agrees to allow CITY access to this site for inspection purposes.
CONTRACTOR further agrees to allow CITY to bid and execute agreements with the general
contractor for the repairs to the Denton City County Day School, Inc. facility.
F. CONTRACTOR shall continue to utilize the facility at 1603 Paisley Street,
Denton, Texas for a minimum of five years after improvements are completed to provide
affordable day care for low and moderate-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 he done in
writing with the signature of CITY'S City Manager, Mayor, or Community Development
Administrator, plus those of CONTRACTOR and its representatives.
Page 4
WARRANTIES
CONTRACTOR represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by CITY and
furnished to CITY, are complete and accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any significant change without written notice to
CITY.
B. Any supporting financial statements heretofore requested by CITY and furnished
to CITY, are complete, accurate and fairly reflect the financial condition of CONTRACTOR on
the date shown on said report, and the results of the operation for the period covered by the
report, and that since said date, there has been no material change, adverse or otherwise, in the
financial condition of CONTRACTOR.
C. No litigation or legal proceedings are presently pending or threatened against
CONTRACTOR.
D. None of the provisions herein contravenes or is in conflict with the authority
under which CONTRACTOR is doing business or with the provisions of any exist'mg 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 financial
statements furnished by CONTRACTOR to CITY.
Each of these representations and warranties shall be continffmg and shall be deemed to
have been repeated by the approval of each request for payment fi.om the general construction
contractor.
COVENANTS
A. 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.
Page 5
(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 the property shall be used to meet one of the national objectives
stated in 24 CFR 570 until August 31, 2006.
(2) That should CONTRACTOR transfer or otherwise dispose of said
property on or before August 31, 2006, CONTRACTOR shall reimburse CITY in the
amount of the fair market value of this property less any portion of the value attributable
to expenditures ofnon-CDBG funds for acquisition of, or improvement to, the property.
C. CONTRACTOR agrees, upon written request by CITY, to require its employees
to attend train/ng sessions sponsored by the Community Services Division.
VIII.
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 fimding provided or received hereunder. Such earnings
include, but are not limited to, income from interest, usage or rental or lease fees, income
produced from contract-supported services of individuals or employees or from the use or sale of
equipment or facilities of CONTRACTOR provided as a result of this Agreement, and payments
from clients or third parties for services rendered by CONTRACTOR under this Agreement.
B. CONTRACTOR shall maintain records of the receipt and disposition of program
income in the same manner as required for other contract funds, and reported to CITY in the
format prescribed by CITY. CITY and CONTRACTOR agree, based upon advice received from
representatives of the U.S. Department of Housing and Urban Development (HUD), that any fees
collected for services performed by CONTRACTOR shall be spent only for service provision.
These fees or other program income will be deducted from the regular reimbursement request.
Page 6
C. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts
which involve other income-producing services or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a prior determination
as to whether or not income arising directly or indirectly from this Agreement, or the
performance thereof, constitutes program income. CONTRACTOR is responsible to CITY for
the repayment of any and all amounts determined by CITY to be program income, unless
otherwise approved in writing by CITY.
IX.
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 estabhshing standards for financial management.
CONTRACTOR's record system shall contain sufficient documentation to provide in detail full
support and justification for each expenditure. Nothing in this Section shall be construed to relieve
CONTRACTOR of fiscal accountability and liability under any other provision of this Agreement
or any applicable law. CONTRACTOR shall include the substance of this provision in all
subcontracts.
B. CONTRACTOR agrees to retain all books, records, documents, reports, and written
accounting policies and procedures pertaining to the operation of programs and expenditures of
funds under this Agreement for the period of time and under the conditions specified by CITY.
C. Nothing in the above subsections shall be constmed 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.
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
Page 7
race, income, female head of household and other statistics required by CITY. The financial
report shall include information and data relative to all programmatic and financial reporting as
of the beginning date specified in Section I of this Agreement.
Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit
an audit conducted by independent examiners within ten (10) days after receipt of such.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's performances under
this Agreement.
B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation
activities to ensure adherence by CONTRACTOR to the Work Statement attached hereto as
Attachment "A", as well as other provisions of this Agreement.
C. CONTRACTOR agrees to cooperate fully with CITY in the development,
implementation and maintenance of record~keeping systems and to provide data determined by
CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation
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 five (5) working days
of receipt by CONTRACTOR.
XII.
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 (10) working days of approval.
Page 8
XIII.
INSURANCE
A. CONTRACTOR shall observe sound business practices with respect to providing
such bonding and insurance as would provide adequate coverage for services offered under this
Agreement.
B. The premises on and in which the activities described in Attachment "A" are
conducted, and the employees conducting these activities, shall be covered by premise liability
insurance, commonly referred to as "Owner/Tenant" coverage with CITY named as an additional
insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate
insurance coverage arrangements.
C. 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.
D. CONTRACTOR will maintain adequate and continuous liability insurance on ail
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.
F. 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 thirty
(30) days prior to such change or cancellation.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval, a written plan for compliance
with the Equal Employment and Affn'mative Action Federal provisions, within thirty (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
ascertain compliance with local, state and Federal rules and regulations.
Page 9
D. In the event of CONTRACTOR's non-compliance with the non-discrimination
requirements, CITY may cancel or terminate the Agreement in whole or in part, and
CONTRACTOR may be barred from further contracts with CITY.
PERSONNEL POLICIES
Personnel policies shall be established by CONTRACTOR and shall be available for
examination. Such personnel policies shall:
A. Be no more liberal than CITY's personnel policies, procedures, and practices,
including policies with respect to employment, salary and wage rates, working hours and
holidays, fringe benefits, vacation and sick leave privileges, and travel; and
B. Be in writing and shall be approved by the governing body of CONTRACTOR
and by CITY.
XVI.
CONFLICT OF INTEREST
A. CONTRACTOR covenants that neither it nor any member of its governing body
presently has any interest, direct or indirect, which would conflict in any manner or degree with
the performance of services required to be performed under this Agreement. CONTRACTOR
further covenants that in the performance of this Agreement, no person having such interest shall
be employed or appointed as a member of its governing body.
B. CONTRACTOR further covenants that no member of its governing body or its
staff, subcontractors or employees shall possess any interest in or use his position for a purpose
that is or gives the appearance of being motivated by desire for private gain for himself, or
others, particularly those with which he has family, business, or other ties.
C. No officer, member, or employee of CITY and no member of its governing body
who exercises any function or responsibilities in the review or approval of the undertaking or
can3dng out of this Agreement shall (1) participate in any decision relating to the Agreement
which affects is 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.
XVII.
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"
Page 10
includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle,
nephew, niece, step-parent, step-child, half-brother and half-sister.
XVIII.
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.
XIX.
PUBLICITY
A. Where such action is appropriate, CONTRACTOR shall publicize the activities
conducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or
other advertising medium, disseminating information prepared or distributed by or for
CONTRACTOR, 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.
B. All published material and written reports submitted under this project must be
originally developed material unless otherwise specifically provided in this Agreement. When
material not originally developed is included in a report, the report shall identify the source in the
body of the report or by footnote. This provision is applicable when the material is in a verbatim
or extensive paraphrase format.
All published material submitted under this project shall include the following reference
on the front cover or title page:
This document is prepared in accordance with the City of Denton's Community
Development Block Grant Program, with funding received from the United States
Department of Housing and Urban Development.
C. All reports, documents, studies, charts, schedules, or other appended
documentation to any proposal, content of basic proposal, or contracts and any responses,
inquiries, correspondence and related material submitted by CONTRACTOR shall become the
property of CITY upon receipt.
Page 11
XX*
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or
submitting any application for funding in accordance with the following procedures:
A. When the application is in the planning stages, CONTRACTOR shall submit to
CITY a description of the funds being applied for, and the proposed use of funds.
B. Upon award of or notice of award, whichever is sooner, CONTRACTOR shall
notify CITY of such award and the effect, if any, of such funding on the funds and program(s)
contracted hereunder. Such notice shall be submitted to CITY, in writing, within ten (10)
working days of receipt of the notice of award or flmding award by CONTRACTOR, together
with copies of the budget, program description, and Agreement.
C. 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.
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 thc 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 or governing
board composition.
Page 12
F. It is expressly understood that neither the performance of Attachment "A" for any
program contracted hereunder nor the transfer of funds between or among said programs will be
permitted.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely and properly
perform each of the requirements, time conditions and duties provided herein, CITY, without
limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days
written notice to CONTRACTOR, withhold further payments to CONTRACTOR. Such notice
may be given by mail to the Executive Officer and the Board of Directors of CONTRACTOR.
The notice shall set forth the default or failure alleged, and the action required for cure. The
period of such suspension shall be of such duration as is appropriate to accomplish corrective
action, but in no event shall it exceed thirty (30) calendar days. At the end of the suspension
period, if CITY determines the default or deficiency has been satisfied, CONTRACTOR may be
restored to full compliance status and paid all eligible funds withheld or impounded during the
suspension period. If however, CITY determines that CONTRACTOR has not come into
compliance, the provisions of SECTION XXiII may be effectuated.
XXIII.
TERMINATION
A. CITY may terminate this Agreement for cause under any of the following reasons
or for other reasons not specifically enumerated in this paragraph:
(1) CONTRACTOR's failure to attain compliance during any prescribed
period of suspension as provided in Section XXII.
(2) CONTRACTOR's violation of covenants, agreements or guarantees of
this Agreement.
(3) Termination or reduction of funding by the United States Department of
Housing and Urban Development.
(4) Finding by CITY that CONTRACTOR:
(a) is in such unsatisfactory financial condition as to endanger
performance under this Agreement;
(b) has allocated inventory to this Agreement substantially exceeding
reasonable requirements;
(c) is delinquent in payment of taxes, or of costs of performance of
this Agreement in the ordinary course of business.
Page 13
(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 IV, and Section XXI (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. If this
Agreement is terminated by CITY for convenience, CONTRACTOR will be paid an amount not
to exceed the total of accrued expenditures as of the effective date of termination. In no event
will this compensation exceed an amount which bears the same ratio to the total compensation as
the services actually performed bears to the total services of CONTRACTOR covered by the
Agreement, less payments previously made.
C. CONTRACTOR may terminate this Agreement in whole or in part by written
notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends
for performance hereunder. CONTRACTOR may opt, within the limitations of this Agreement,
to seek an alternative funding source, with the approval of CITY, provided the termination by the
outside funding source was not occasioned by a breach of contract as defined herein or as
defined in a contract between CONTRACTOR and the funding source in question.
CONTRACTOR may terminate this Agreement upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this Agreement.
D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or
otherwise terminate any outstanding orders or subcontracts which r~late 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
Page 14
reimbursement to CONTRACTOR until such time as the exact mount of damages due to CITY
fi:om CONTRACTOR is agreed upon or otherwise determined.
XXIV.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is made or brought by any
person(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give
written notice thereof to CITY within two (2) working days after being notified of such claim,
demand, suit or other action. Such notice shall state the date and hour of notiftcation 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 t~eatened. Such written notice shall be dehvered
either personally or by mail.
INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that CITY is
contracting with CONTRACTOR as an independent contractor and that as such,
CONTRACTOR shall save and hold CITY, its officers, agents and employees harmless
from all liability of any nature or kind, including costs and expenses for, or on account of,
any claims, audit exceptions, demands, suits or damages of any character whatsoever
resulting in whole or in part from the performance or omission of any employee, agent or
representative of CONTRACTOR.
B. CONTRACTOR agrees to provide the defense for, and to indemnify and
hold harmless CITY its agents, employees, or 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.
XXVI.
MISCELLANEOUS
A. CONTRACTOR sha!l 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 remain in full force and effect and continue to conform to the
original intent of both parties hereto.
Page 15
C. In no event shall any payment to CONTRACTOR hereunder, or any other act or
failure of CITY to insist in any one or more instances upon the terms and conditions of this
Agreement 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,
understand'rog 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.
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. McKirmey St.
Denton, Texas 76201
Director
Denton City County Day School
1603 Paisley Street
Denton, Texas 76209
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.
,/
OF WHICH this Agreement has been executed on this the ~ 1~/~ day of
,2001.
CITY~~//~
BY: (
MICRAEr:A. eO qDU?Jr
CITY MANAGER
Page 16
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APP~vED Al TO LEGAL FORM:
HERBERT L, PROUTY, CITY ATTORNEY
BY: "-~c)ra ~ ..c,t,~,.6~o
ATTEST:
DENTON CITY COUNTY DAY SCHOOL, 1NC.
BY: ~.. ~
"~X~C~DIRECTI~t~ ~)
BOARD SECRETARY
Page 17
ATTACHMENT "A"
DESCRIPTION OF IMPROVEMENTS
1. Replace existing carpet in classrooms with commercial grade vinyl flooring.
2. Renovate five bathrooms, kitchen and entry hall flooring with new vinyl flooring.
3. Install adequate insulation.
4. Installation ora central air conditioning unit.
Total Project Budget $30,000
WORK STATEMENT
Denton City County Day School, Inc.
Services
Denton City County Day School is a nonprofit childcare facility for low-income families. DCCDS
serves approximately 66 children daily ranging in age from 2 years to 5 ½ years. Parents must be
working, going to school full time or doing a combination of both be eligible. DCCDS is open
Monday through Friday from 6:30 a.m. to 5:30 p.m. The staff consists of 8 teachers, a cook, an
assistant director and a director. The children are served breakfast, lunch and two snacks.
DDCDS provides a safe and healthy environment for childcare, but a learning program for all age
groups. The curriculum places emphasis on cognitive, affective and psychomotor learning skills,
good health habits and physical development. The nursery staff receives 20 hours continuing
education hours each year in child development and early childhood education.
The most important element is the emphasis placed on enhancing the self-concept of each individual
child, as this is very significant for his/her future success.
Page 18
ATTACHMENT "B"
24 CFR § 570.505
The standards described in this section apply to real property within the recipient's control 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) from 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
govermnent; 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.
Page 19
ATTACHMENT "C"
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, includ'mg program income.
(b) At a minimum, 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 ma'mtain and the particular reports the
subrecipient must submit in order to assist the recipient in meeting its
recordkeeping and reporting requirements.
(3) Program Income. The agreement shall include the program income
requirements set forth 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 responsibility
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 tennination may occur if the
Page 20
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) Disposed of in a manner that results in the recipient's being
reimbursed in the mount 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, or improvement to, the property.
(Reimbursement is not required after the pun/od of time specified in
paragraph (b) (8) (1) of this section.)
Page 21
ATTACHMENT "D"
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.
Co) 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 goveming 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 fi.om the fund before additional cash withdrawals
are made fi.om the U.S. Treasury for the same activity. (This rule does
not prevent a lump sum 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.
(3) Program income on hand at the time of closeout shall cont'mue to be
subject to the eligibility requirements in Subpart C and all other applicable
provisions of this part until it is expended.
(4) Unless otherwise provided in any grant closeout agreement, and subject
to the requirements of paragraph (b) (5) of this section, income received after
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
fi.om 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 cFtrectly
fi.om HUD at the time of closeout, income received after closeout fi.om the
disposition of real property or fi.om 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.
Page 22
FIRST AMENDMENT TO AGREEMENT BETWEEN
THE CITY OF DENTON AND DENTON CITY COUNTY DAY SCHOOL,
INCORPORATED
This First Amendment to that certain Agreement between the City of Denton (hereinafter
referred to as "Denton") and the Denton City County Day School, Incorporated (hereinafter
referred to as "Contractor"), this Agreement hereinafter referred to as "Base Agreement", which
is attached hereto as Exhibit 1.
WHEREAS, by Ordinance No. 2001-410, Denton authorized its City Manager to execute
an Agreement with the Contractor to provide physical improvements to the day care facility
located at 1603 Paisley Street, Denton, Texas 76209 described in the Description of
Improvements and Work Statement, Attachment A, attached to the Base Agreement; and
WHEREAS, the City Council has approved additional funding for playground
improvements at the facility in accordance with their approval of the 2002 Community
Development Action Plan, and adequate flmding has been obtained from the U.S. Department of
Housing and Urban Development;
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.
That Section 1. "Term" of the Base Agreement is amended to read as follows:
This agreement shall commence on or as of November 6, 2001, and shall terminate on
October l, 2007, unless otherwise adjusted by City. Request for such an adjustment must be in
writing and is to be submitted to the City's Community Development Division, 100 W Oak,
Suite 208, Denton, Texas, 76201.
That Section 2. "Responsibilities" of the Base Agreement, subsection A is amended to
read as follows:
Contractor hereby accepts the responsibility for the completion of all
improvements described in the amended Description of Improvements and Work
Statement attached hereto as Attachment "A" and incorporated herein as if set
forth at length, in accordance with the amended Total Project Budget amount, in
as satisfactory and efficient manner as determined by City in accordance with the
terms herein.
That the Base Agreement is hereby amended by substituting amended Attachment "A",
which is attached hereto and incorporated herein for all purposes for the original Attachment "A"
of the Base Agreement.
That save and except as amended hereby, the remaining sections, subsections, sentences
and clauses of the Base Agreement dated November 6, 2001 shall remain in full force and effect.
IN ~~ this First Amendment has been executed on this the /~
day of ,2002, by the duly authorized officials of the City and the
Contractor. - w
CITY OF DENTON
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Page 2
DENTON CITY COUNTY DAY
SCHOOL, INC.
ATTEST:
BOARD SECRETARY
Page 3
ATTACHMENT "A"
DESCRIPTION OF IMPROVEMENTS
1. Replace existing carpet in classrooms with commercial grade vinyl flooring.
2. Renovate five bathrooms, kitchen and entry hall flooring with new vinyl flooring.
3. Install adequate insulation.
4. Installation of a central air conditioning unit.
5. Installation of a coated chain link fence around the existing playground.
Total Project Budget
$47,000
WORK STATEMENT
Denton City County Day School, Inc.
Services
Denton City County Day School is a nonprofit childcare facility for low-income families. DCCDS
serves approximately 66 children dally ranging in age fi.om 2 years to 5 ½ years. Parents must be
working, going to school full time or doing a combination of both be eligible. DCCDS is open
Monday through Friday from 6:30 a.m. to 5:30 p.m. The staffeonsists of 8 teachers, a cook, an
assistant director and a director. The children are served breakfast, lunch and two snacks.
DDCDS provides a safe and healthy environment for childcare, but a learning program for all age
groups. The curriculum places emphasis on cognitive, affective and psychomotor learning skills,
good health habits and physical development. The nursery staff receives 20 hours continuing
education hours each year in child development and early childhood education.
The most important element is the emphasis placed on enhancing the self-concept of each individual
child, as this is very significant for his/her future success.
Page 4
..... ',' EXHIBIT 1 · C:\My Documents~Docfile\CCDS Repairl Contract 01 06.doc
AGREEMENT BETWEEN THE CITY OF DENTON
AND DENTON CITY COUNTY DAY SCHOOL, INCORPORATED
This Agreement is made and entered into by and between the City of Denton, Texas, a
municipal corporation, acting by and through its City Manager, pursuant to ordinance,
hereinafter referred to as CITY, and Denton City County Day School, Inc., 1603 Paisley,
Denton, Texas, 76209, a not-for-profit corporation, hereinafter referred to as CONTRACTOR.
WHEREAS, CITY has received certain funds from the U.S. Department of Housing and
Urban Development under Title I of the Housing and Community Development Act of 1974, as
amended; and
WHEREAS, CITY has adopted a budget for such funds and included therein an
authorized budget for expenditure of funds for improvements to the child care facility at 1603
Paisley Street; and
WHEREAS, CITY has designated the Community Services Division of the Community
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;
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 November 6, 2001, and shall terminate on
November 6, 2006 unless otherwise adjusted by CITY. Request for such an adjustment must be
in writing and is to be submitted to the City's Community Services Division, 100 W. Oak, Suite
208, Denton, Texas, 76201.
II.
RESPONSIBILITIES
CONTRACTOR hereby accepts responsibility for ensuring the proper completion of all
construction and repair 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.
CITY will consider CONTRACTOR'S executive director 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 tiffs Agreement.
IH.
CITY'S OBLIGATION
A. Limit of Liability. CITY will pay the the CONTRACTOR 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.
B. Measure of Liability. In consideration of flail and satisfactory services, activities
and reports hereunder by CONTRACTOR, CITY shall reimburse CONTRACTOR for expenses
incurred, subject to the limitations and provisions set forth in this Section and Section VII of this
Agreement.
(1) The parties expressly understand and agree that CITY's obligations under
this Section are contingent upon the actual receipt of adequate Community Development
Block Grant (CDBG) funds to meet CITY's liabilities under this Agreement. If adequate
funds are not available to make payments under this Agreement, CITY shall notify
CONTRACTOR in writing within a reasonable time after such fact has been determined.
CITY may, at its option, either reduce the amount of its liability, as specified in
Subsection A of this Section or terminate the Agreement. If CDBG fimds 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;
Co) was incurred prior to the beginning date, or after the ending date
specified in Section I;
(c) is not in strict accordance with the terms of this Agreement,
including all exhibits attached hereto;
(d) is not an allowable cost as defined by Section XI of this Agreement
or the project budget.
Page 2
(4) CITY shall not be liable for any cost or portion thereof which is incurred
with respect to any activity of CONTRACTOR requiring prior written authorization from
CITY, or after CITY has requested that CONTRACTOR furnish data concern'rog such
action prior to proceed'rog further, unless and until CITY advises CONTRACTOR to
proceed.
(5) CITY shall not be obligated or liable under this Agreement if
CONTRACTOR fails to follow appropriate procurement procedures and to retain the
services of the contractors and suppliers who were the lowest reasonable bidders on each
respective project and who were agreed upon by both the CITY and CONTRACTOR for
payment of any monies or provision of any goods or services.
C. CITY shall provide funds in an mount not to exceed $30,000 to assist
CONTRACTOR in the improvements to the facility located at 1603 Paisley Street, Denton,
Texas.
D. 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
source 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.
IV.
COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS
A. CONTRACTOR understands that funds provided to it pursuant to this Agreement
are funds which have been made available to CITY by the Federal Government (U.S.
Department of Housing and Urban Development) under the Housing and Community
Development Act of 1974, as amended, in accordance with an approved Grant Application and
specific assurances. Accordingly, CONTRACTOR assures and certifies that it will comply with
the requirements of the Housing and Community Development Act of 1974 (P.L. 93-383) as
amended and with regulations promulgated thereunder, and codified at 24 CFR 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 XXIV of this Agreement.
CONTRACTOR agrees to abide by the conditions of and comply with the requirements
of the Office of Management and Budget Circulars Nos. A-110 and A-122.
Page 3
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 B - D
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 tiffs 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 Section.
D. CONTRACTOR agrees that the funds and resources provided CONTRACTOR
under the terms of this Agreement will in no way be substituted for funds and resources from
other sources, nor in any way serve to reduce the resources, services, or other benefits which
would have been available to, or provided through, CONTRACTOR had this Agreement not
been executed.
E. CONTRACTOR warrants that it is the legal owner of the property described in
Article II and CONTRACTOR agrees to allow CITY access to this site for inspection purposes.
CONTRACTOR further agrees to allow CITY to bid and execute agreements with the general
contractor for the repairs to the Denton City County Day School, Inc. facility.
F. CONTRACTOR shall continue to utilize thc facility at 1603 Paisley Street,
Denton, Texas for a minimum of five years after improvements are completed to provide
affordable day care for low and moderate-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.
Page 4
VI.
WARRANTIES
CONTRACTOR represents and warrants that:
A. All information, reports and data heretofore or hereafter requested by CITY and
furnished to CITY, are complete and accurate as of the date shown on the information, data, or
report, and, since that date, have not undergone any significant change without written notice to
CITY.
B. Any support'rog 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 exist'rog 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 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 approval of each request for payment from the general construction
contractor.
VII.
COVENANTS
A. 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.
Page 5
(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
amprove real property under CONTRACTOR's control, CONTRACTOR agrees and covenants:
(1) That the property shall be used to meet one of the national objectives
stated in 24 CFR 570 until August 31, 2006.
(2) That should CONTRACTOR transfer or otherwise dispose of said
property on or before August 31, 2006, CONTRACTOR shall reimburse CITY in the
amount of the fair market value of this property less any portion of the value attributable
to expenditures ofnon-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 Services Division.
PROGRAM~COME
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.
B. CONTRACTOR shall maintain records of the receipt and disposition of program
income in the same manner as required for other contract funds, and reported to CITY in the
format prescribed by CITY. CITY and CONTRACTOR agree, based upon advice received from
representatives of the U.S. Department of Housing and Urban Development (HUD), that any fees
collected for services performed by CONTRACTOR shall be spent only for service provision.
These fees or other program income will be deducted from the regular reimbursement request.
Page 6
C. CONTRACTOR shall include this Section in its entirety in all of its sub-contracts
which involve other income-producing services or activities.
D. It is CONTRACTOR'S responsibility to obtain from CITY a prior determination
as to whether or not income arising directly or indirectly from this Agreement, or the
performance thereof, constitutes program income. CONTRACTOR is responsible to CITY for
the repayment of any and all mounts 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. CO~CTOR agrees to retain all books, records, documents, reports, and written
accounfmg policies and procedures pertaining to the operation of programs and expenditures of
funds under this Agreement for the period of frrne 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.
REPORTS AND INFORMATION
At such tunes and in such form as CITY may require, CONTRACTOR shall furnish such
statements, records, data and information as CITY may request and deem pert'ment 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
Page 7
race, income, female head of household and other statistics required by CITY. The financial
report shall include information and data relative to all programmatic and financial reporting as
of the beginning date specified in Section I of this Agreement.
Unless a written exemption has been granted by the CITY, CONTRACTOR shall submit
an audit conducted by independent examiners within ten (10) days after receipt of such.
MONITORING AND EVALUATION
A. CITY shall perform on-site monitoring of CONTRACTOR's performances under
this Agreement.
B. CONTRACTOR agrees that CITY may carry out monitoring and evaluation
activities to ensure adherence by CONTRACTOR to the Work Statement attached hereto as
Attachment "A", as well as other provisions of this Agreement.
C. CONTRACTOR agrees to cooperate fully with CITY in the development,
implementation and maintenance of record-keeping systems and to provide data determined by
CITY to be necessary for CITY to effectively fulfill its monitoring and evaluation
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 find'mgs.
F. CONTRACTOR shall submit copies of any fiscal, management, or audit reports
by any of CONTRACTOR's funding or regulatory bodies to CITY within five (5) working days
of receipt by CONTRACTOR.
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 tune and place
thereof. Such notice shall be delivered to CITY in a t'nnely manner to give adequate notice, and
shall include an agenda and a brief description of the matters to be discussed. CONTRACTOR
understands and agrees that CITY representatives shall be afforded access to all of the Board of
Directors' meetings.
Minutes of all meetings of CONTRACTOR's governing body shall be available to CITY
within ten (10) working days of approval.
Page 8
XIII.
INSURANCE
A. CONTRACTOR shall observe sound business practices with respect to providing
such bonding and insurance as would provide adequate coverage for services offered under this
Agreement.
B. The premises on and in which the activities described in Attachment "A" are
conducted, and the employees conducting these activities, shall be covered by premise liability
insurance, commonly referred to as "Owner/Tenant" coverage with CITY named as an additional
insured. Upon request of CONTRACTOR, CITY may, at its sole discretion, approve alternate
insurance coverage arrangements.
C. CONTRACTOR will comply with apphcable workers' compensation statues and
will obtain employers' liability coverage where available and other appropriate liability coverage
for program participants, if applicable.
D. CONTRACTOR will ma'mta'm adequate and continuous liability iusurance 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.
F. 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 thirty
(30) days prior to such change or cancellation.
EQUAL OPPORTUNITY
A. CONTRACTOR shall submit for CITY's approval, a written plan for compliance
with the Equal Employment and Affirmative Action Federal provisions, within thirty (30) days
of the effective date of this Agreement.
B. CONTRACTOR shall comply with all applicable equal 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
ascertain compliance with local, state and Federal rules and regulations.
Page 9
D. In the event of CONTRACTOR's non-compliance with the non-discrimination
requirements, CITY may cancel or terminate the Agreement in whole or in part, and
CONTRACTOR may be barred from further contracts with CITY.
XV.
PERSONNEL POLICIES
· Personnel policies, shall be established by CONTRACTOR and shall be available for
examination. Such personnel policies shall:
A. Be no more liberal than CITY's personnel policies, procedures, and practices,
including policies with respect to employment, salary and wage rates, working hours and
holidays, fringe benefits, vacation and sick leave privileges, and travel; and
B. Be in writing and shall be approved by the governing body of CONTRACTOR
and by CITY.
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 farther covenants that no member of its governing body or its
staff, subcontractors or employees shall possess any interest in or use his position for a purpose
that is or gives the appearance of being motivated by desire for private gain for himself, or
others, particularly those with which he has family, business, or other ties.
C. No officer, member, or employee of CITY and no member of its governing body
who exercises any function or responsibilities in the review or approval of the undertaking or
carrying out of this Agreement shall (1) participate in any decision relating to the Agreement
which affects is 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.
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"
Page 10
includes: wife, husband, son, daughter, mother, father, brother, sister, in-laws, aunt, uncle,
nephew, niece, step-parent, step-child, half-brother and half-sister.
XVIII.
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.
KIX.
PUBLICITY
A. Where such action is appropriate, CONTRACTOR shall publicize the activities
conducted by CONTRACTOR under this Agreement. In any news release, sign, brochure, or
other advertisIng medium, disseminating information prepared or distributed by or for
CONTRACTOR, 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.
B. All published material and written reports submitted under this project must be
originally developed material unless otherwise specifically provided in this Agreement. When
material not originally developed is included in a report, the report shall identify the source in the
body of the report or by footnote. This provision is applicable when the material is In a verbatim
or extensive paraphrase format.
All published material submitted under this project shall include the following reference
on the front cover or title page:
This document is prepared in accordance with the City of Denton's Community
Development Block Grant Program, with funding received from the United States
Department of Housing and Urban Development.
C. All reports, documents, studies, charts, schedules, or other appended
documentation to any proposal, content of basic proposal, or contracts and any responses,
inquiries, correspondence and related material submitted by CONTRACTOR shall become the
property of CITY upon receipt.
Page 11
FUNDING APPLICATIONS
CONTRACTOR agrees to notify CITY each time CONTRACTOR is preparing or
submitting any application for funding in accordance with the following procedures:
A. When the application is in the planning stages, CONTRACTOR shall submit to
CITY a description of the funds being applied for, and the proposed use of funds.
B. Upon award of or notice of award, whichever is sooner, CONTRACTOR shall
notify CITY of such award and the effect, if any, of such funding on the funds and program(s)
contracted hereunder. Such notice shall be submitted to CITY, in writing, within ten (10)
working days of receipt of the notice of award or funding award by CONTRACTOR, together
with copies of the budget, program description, and Agreement.
C. CONTRACTOR shall not use funds provided hereunder, 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.
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 or governing
board composition.
Page 12
F. It is expressly understood that neither the performance of Attachment "A".for any
program contracted hereunder nor the transfer of funds between or among said programs will be
permitted.
XXII.
SUSPENSION OF FUNDING
Upon determination by CITY of CONTRACTOR's failure to timely and properly
perform each of the requirements, time conditions and duties provided herein, CITY, without
limiting any rights it may otherwise have, may, at its discretion, and upon ten (10) working days
written notice to CONTRACTOR, withhold further payments to CONTRACTOR. Such notice
may be given by mail to the Executive Officer and the Board of Directors of CONTRACTOR.
The notice shall set forth the default or failure alleged, and the action required for cure. The
period of such suspension shall be of such duration as is appropriate to accomplish corrective
action, but in no event shall it exceed thirty (30) calendar days. At the end of the suspension
period, if CITY determines the default or deficiency has been 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 XXIff may be effectuated.
XXIH.
TERMINATION
A. CITY may terminate this Agreement for cause under any of the following reasons
or for other reasons not specifically enumerated in this paragraph:
(1) CONTRACTOR's failure to attain compliance during any prescribed
p.eriod of suspension as provided in Section XXII.
(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;
Co) has altocated 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.
Page 13
(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 IV, and Section XXI (D), of
this Agreement.
(7) The commission of an act of banlcmptcy.
(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. If this
Agreement is terminated by CITY for convenience, CONTRACTOR will be paid an amount not
to exceed the total of accrued expenditures as of the effective date of termination. In no event
will this compensation exceed an amount which bears the same ratio to the total compensation as
the services actually performed bears to the total services of CONTRACTOR covered by the
Agreement, less payments previously made.
C. CONTRACTOR may terminate this Agreement in whole or in part by written
notice to CITY, if a termination of outside funding occurs upon which CONTRACTOR depends
for performance hereunder. CONTRACTOR may opt, within the limitations of this Agreement,
to seek an alternative funding source, with the approval of CITY, provided the termination by the
outside funding source was not occasioned by a breach of contract as defined herein or as
defined in a contract between CONTRACTOR and the funding source in question.
CONTRACTOR may terminate this Agreement upon the dissolution of
CONTRACTOR's organization not occasioned by a breach of this Agreement.
D. Upon receipt of notice to terminate, CONTRACTOR shall cancel, withdraw or
otherwise terminate any outstanding orders or subcontracts which relate to the performance of
this Agreement. CITY shall not be liable to CONTRACTOR or CONTRACTOR's creditors for
any expenses, encumbrances or obligations whatsoever incurred after the term/nation date listed
on the notice to terminate referred to in this paragraph.
E. Notwithstanding any exercise by CITY of its fight 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
Page 14
reimbursement to CONTRACTOR until such time as the exact amount of damages due to CITY
fi:om CONTRACTOR is agreed upon or other~vise determined.
XXIV.
NOTIFICATION OF ACTION BROUGHT
In the event that any claim, demand, suit or other action is made or brought by any
person(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall give
written notice thereof to CITY witlxin two (2) working days after being notified of such claim,
demand, suit or other action. Such notice shall state the date and hour of notification of any such
claim, demand, suit or other action; the names and addresses of the person(s), firm, corporation
or other entity making such claim, or that instituted or threatened to institute any type of action
or proceeding; the basis of such claim, action or proceeding; and the name of any person(s)
against whom such claim is being made or threatened. Such written notice shall be delivered
either personally or by mail.
XXVe
INDEMNIFICATION
A. It is expressly understood and agreed by both parties hereto that CITY is
contracting with CONTRACTOR as an independent contractor and that as such,
CONTRACTOR shah save and hold CITY, its officers, agents and employees harmless
from aH 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. 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.
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 remain in full force and effect and continue to conform to the
original intent of both parties hereto.
Page 15
C. In no event shall any payment to CONTRACTOR hereunder, or any other act or
failure of CITY to insist in any one or more instances upon.the terms and conditions of this
Agreement 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 fight, power,
privilege, or remedy available to CITY to enfome 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 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.
E. In thc event any disagreement or dispute should arise betwccn the parties hereto
pertaining to the interpretation or meaning of any part of this Agreement or its governing roles,
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. McKinney St.
Denton, Texas 76201
Director
Denton City County Day School
1603 Paisley Street
Denton, Texas 76209
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.
, ~X! WlTNflSS OF WHICH this Agreement has been executed on this the day of
~f[~tt~/T/a~lf2~ ,2001.
CIIY~~/:~.
BY: (/ !
CITY MANAGER
Page 16
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
HERBERT L. PROUTY, CITY ATTORNEY
ATTEST:
DENTON CITY COUNTY DAY SCHOOL, INC.
BY: ~. ~
EXE~L~_~DIRECT~t~ )
BOARD SECRETARY
Page 17
ATTACHMENT "A"
DESCRIPTION OF IMPROVEMENTS
1. Replace existing carpet in classrooms with commercial grade vinyl flooring.
2. Renovate five bathrooms, kitchen and entry hall flooring with new vinyl flooring.
3. Install adequate insulation.
4. Installation ora central air conditioning unit.
Total Project Budget $30,000
WORK STATEMENT
Denton City County Day School, Inc.
Services
Denton City County Day School is a nonprofit childcare facility for low-income families. DCCDS
serves approximately 66 children daily ranging in age fi.om 2 years to 5 ½ years. Parents must be
working, going to school full time or doing a combination of both be eligible. DCCDS is open
Monday through Friday fi.om 6:30 a.m. to 5:30 p.m. The staff consists of 8 teachers, a cook, an
assistant director and a director. The children are served breakfast, lunch and two snacks.
DDCDS provides a safe and healthy environment for childcare, but a learning program for all age
groups. The cuniculum places emphasis on cognitive, affective and psychomotor learning skills,
good health habits and physical development. The nursery staff receives 20 hours continuing
education hours each year in child development and early childhood education.
The most important element is the emphasis placed on enhancing the self-concept of each individual
child, as this is very significant for his/her future success.
Page 18
ATTACHMENT "B"
24 CFR § 570.505
The standards described in this section apply to real property within the recipient's control which
was acquired or improved in whole or in part using CDBG funds in excess of $25,000. These
standards shall apply tSom the date CDBG funds are first spent for the property until five years after
close, out 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 f~om 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 hi 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 impro:¢ements to, the property.
(c) If the change of nsc occurs after closeout, the provisions governing income fi.om 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.
Page 19
ATTACHMENT "C"
24 CFR § 570.503
(a)
Before disbursing any CDBG funds to a submcipient, 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, includ'mg program income.
(b) At a minimum, 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 meeting its
recordkeeping and report'mg requirements.
(3) Program Income. The agreement shall include the program income
requirements set forth 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 responsibility
for initiating the review process under the provisions of 24 CFR Part 52.
(6) Conditious for Religious Organizations. Where applicable, the conditions
prescribed by HUB for the use of CDBG funds by religions orgarfizatious 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
Page 20
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
fimds. 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) Disposed of in a manner that results in the recipient's being
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, or improvement to, the property.
(Reimbursement is not required after the period of time specified in
paragraph (b) (8) (1) of this section.)
Page 21
ATTACHME~ "D"
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 fi:om 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 570.50000) shall be
substantially disbursed fi:om the fund before additional cash withdrawals
are made fi:om the U.S. Treasury for the same activity. (This rule does
not prevent a lump sum disbursement to finance the rehabilitation of
privately owned properties as provided for in Section 570.513.)
(ii) Substantially ali other program income shall be disbursed for
eligible activities before additional cash withdrawals are made from the
U.S. Treasury.
(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.
(4) Unless otherwise provided in any grant closeout agreement, and subject
to the requirements of paragraph (b) (5) of this section, income received after
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
fi:om 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 after closeout from the
disposition of real property or fi:om 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.
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