Loading...
2000-330 ORDINANCE NO ~7~_ ~,~ AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A CONTRACT FOR SELF-SUFFICIENCY PROORAM FOR LOW-INCOME & HOMELESS FAMILIES, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING FOR AN EFFECTI~ DATE (BID 2529 - SELF-SUFFICIENCY PROGRAM FOR LOW-INCOME & HOMELESS FAMILIES AWARDED TO HOPE, INC, IN THE AMOUNT OF $30,000) WHEREAS, the Ctty has soheited, reee,ved and tabulated compet~ave bids for tbe purchase of necessary mate~ala; eqmpment, suppbes or sermces tn accordance w~ththe procedures of STATE law and City ordinances, and WHEREAS, the Cay Manager or a designated employee has revtewed and recommended that the hereto described bids are the lowest responsible bids for the materials, equipment, supphes or services as shown m the "Bid Proposals" subnutted therefore, and WHEREAS, the City Council has prowded m the City Budget for the approprmtlon of funds to be used for the purchase of the materials, eqmpmant, supphes or services approved and accepted hereto, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the following eompetmve bids for materials, eqmpment, supphes, or sermces, descaabed m the "Bid Proposals" on file tn the office of C~ty's Purchasing Agent filed aecordmg to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids for such ~tems BID ITEM NUMBER NO. ~ AMOUNT 2529 ALL HOPE, INC $30,000 SECTION II That the acceptance and approval of the above compeUUve bids, the City accepts tho offer of the persons subrmttnlg the bids for such ~tems and agrees to purchase the materials[ eXlmpm~nt, supphes or scrvlces tn accordance w~th the terms, speclficatlons, standards, quantities and for the spectfied sums contained m the B~d Inwtatlons, Bid Proposals, and related documents ~ That the City and persons subtmttmg approved and accepted items and of the submitted bids w~qh to enter into a formal written agreement as a result oftbe acceptance, approval, and awerdmg of tho blds, the City Manager or his designated representative ~s hereby anthortzed to execute the written contracts which shall be attached hereto, prowded that the written contract m tn accordaqce v~th the terms, ~ndttlona, spechqcations, standards, quantlUes and spec,fled sums contained m the Bid Proposal and rolated documents hereto approved and accepted SECTION IV That by the acceptance and approval of the above competitive b~ds, the C~ty Counctl hereby authorizes the expenchture of funds therefor m the amount and m accordance wah the approved b~ds or pursuant to a wnttan contract made pursuant thereto as authorized hereto SECTION V That tlus ordinance shall become effective xmmedmtely upon ~ts passage and approval PASSED ~ APPROWD ~ the ~ ~ day of ~e~_ezg~2000 EULINE BROCK, MAYOR ATTEST. JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERB~~L ~U~ ATTORNEY 2000-2001 CDBG SERVICE AGREEMENT BETWEEN THE CITY OF DENTON AND HOPE, INC. BID #2529 This Agreement is made and entered into by and between the C~ty of Denton, a Texas mumc~pal corporatmn, acting by and through its C~ty Manager, pursuant to ordinance, hereinafter referred to as CITY, and HOPE, Inc 117 West Sycamore, Denton, TX 76201, a Texas non-profit corporation, hereinafter referred to as CONTRACTOR WHEREAS, CITY has received eertmn ftmds from the U S Department of Housing and Urban Development under T~tle I of the Housing and Commumty Development Act of 1974, as amended, and WHEREAS, CITY has adopted a budget for such funds and included thereto an authorized budget for expenditure of funds for assistance to homeless and potentially homeless families, and WHEREAS, CITY has designated the Community Development Office as the d~wsmn responsible for the adm~mstratmn ofth~s Agreement and all matters pertaining thereto, and WHEREAS, CITY w~shes to engage CONTRACTOR to carry out such project, NOW, THEREFORE, the parties hereto agree, and by the execution hereof are bound to the mutual obhgat~ons and to the performance and accomplishment of thc condltmns hereinafter described 1. TERM Tlus Agreement shall commence on or as of October 1, 2000, and shall terminate on September 30, 2001, unless sooner terminated in accordance w~th Section 26 "Termination" 2. RESPONSIBILITIES CONTRACTOR hereby accepts the responslb~hty for the performance of all services and actiwttes described ~n the Work Statement attached hereto as Exhibit A, in a satisfactory and efficient manner as determined by CITY, ~n accordance w~th the terms hereto CITY will consider CONTRACTOR'S executive officer to be CONTRACTOR's representative responsible for the management of all contractual matters pertmnlng hereto, unless written notfficat~on to the contrary ~s received from CONTRACTOR, and approved by CITY Page 1 of 22 The CITY's Commumty Development Admlmstrator will be CITY's representative responsible for the administration of flus Agreement 3 CITY'S OBLIGATION A Limit of Liability. CITY will reimburse CONTRACTOR for expenses incurred pursuant m accordance with the project budget included as a part of Exhablt B 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 flurty thousand dollars ($30,000 00) B. Measure of Liability In consideration of full and satisfactory services and activities hereunder by CONTRACTOR, CITY shall make payments to CONTRACTOR based on the Budget attached hereto and incorporated herein for all purposes as Exhibit B, subject to the limitations and provisions set forth m this Section and Section 7 of this Agreement (1) The parties expressly understand and agree that CITY's obhgatlons under this Section are eontmgent 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 avmlable to make payments under this Agreement, CITY shall notify CONTRACTOR in writing Wlflun a reasonable time after such fact has been detenmned CITY may, at its option, either reduce the amount of its hablhty, as specified m Subsection A of this Section or terminate the Agreement If CDBG funds eligible for use for purposes of this Agreement are reduced, CITY shall not be liable for further payments due to CONTRACTOR under tbas Agreement (2) It is expressly understood that this Agreement in no way obhgates the General Fund or any other momes or credits of the City of Denton (3) CITY shall not be liable for any cost or portion thereof which (a) has been prod, reimbursed or is subject to payment or reimbursement, from any other source, (b) was meurred prior to the beginning date, or after the ending date specified in Section 1, (c) is not in strict accordance with the terms of this Agreement, including all exhibits attached hereto, (d) has not been billed to CITY within 90 calendar days following billing to CONTRACTOR, or termination of the Agreement, whichever date is earher, or Page 2 of 22 (e) is not an allowable cost as defined by Section 11 of this Agreement or the project budget (4) CITY shall not be hable for any cost or port~on thereof which is incurred with respect to any activity of CONTRACTOR reqmnng prior written anthonzat~on form CITY, or after CITY has requested that CONTRACTOR furmsh data concerning such action prior to proceeding further, unless and until CITY advises CONTRACTOR to proceed (5) CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR for payment of any monies or provision of any goods or services 4. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS A CONTRACTOR understands that funds prowded to ~t pursuant to th~s Agreement are funds, which have been made avmlable 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, ~n accordance w~th an approved Grant Application and specific assurances Accordingly, CONTRACTOR assures and certifies that it will comply with the reqmrements of the Housing and Community Development Act of 1974 (P L 93-383) as amended and w~th regulations promulgated thereunder, and codffied at 24 CFR 570 The foregmng is in no way meant to constitute a complete compilation of all duties imposed upon CONTRACTOR by law or administrative mhng, or to narrow the standards, winch CONTRACTOR must follow CONTRACTOR further accrues and certffies that ~f the regulations and issuances promulgated pursuant to the Act are amended or revised, tt shall comply with them, or notify CITY, as provided in Section 24 of th~s Agreement CONTRACTOR agrees to abide by the conditions of and comply with the reqmrements of the Office of Management and Budget Cmreulars Nos A-110 and A-122 B CONTRACTOR shall comply with all apphcable federal laws, laws of the State of Texas and ordinances of the City of Denton 5 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 Page 3 of 22 B The person or persons s~gnmg and executing tins Agreement on behalf of CONTRACTOR, do hereby warrant and guarantee that he, she, or they have been fully authorized by CONTRACTOR to execute th~s Agreement on behalf of CONTRACTOR and to validly and legally bmd CONTRACTOR to all terms, performances and prowslons hereto set forth C CITY shall have the nght, at ~ts option, to e~ther temporarily suspend or permanently terminate tins Agreement if there is a d~spute as to the legal authority of e~ther CONTRACTOR or the person s~gmng the Agreement to enter ~nto th~s Agreement CONTRACTOR ~s hable to CITY for any money ~t has received from CITY for performance of the provls~ons of tins Agreement ~f CITY has suspended or termmated tins Agreement for the reasons enumerated m this Sectaon D CONTRACTOR agrees that the funds and resources prowded CONTRACTOR under the terms of th~s Agreement will m no way be subst~tutefl for funds and resources from other sources, nor m any way serve to reduce the resources, serwces, or other benefits winch would have been available to, or prowded through, CONTRACTOR had this Agreement not been executed 6 PERFORMANCE BY CONTRACTOR CONTRACTOR will prowde, oversee, administer, and carry out all of the actlwt~es and services Set out m the WORK STATEMENT, attached hereto and incorporated hereto for all purposes as Exinb~t A, utilizing the funds descnbed m Exinblt B, attached hereto and incorporated herem for all purposes and deemed by both part,es to be necessary and sufficient payment for full and satisfactory performance of the program, as determmed solely by CITY and ~n accordance w~th all other terms, prowslons and requirements of tins Agreement No modifications or alterations may be made ~n the Work Statement w~thout the prior written approval of the City's Commumty Development Adm~mstrator 7. PAYMENTS TO CONTRACTOR A Payments to Contractor. The CITY shall pay to the CONTRACTOR a maximum amount of money totahng thirty thousand dollars ($30,000 00) for services rendered under th~s Agreement CITY will pay these funds on a reimbursement bas~s to the CONTRACTOR wltinn 20 days after CITY has received supporting documentation CONTRACTOR's failure to request reimbursement on a t~mely basis may jeopardize present or future fundmg Funds are to be used for the sole purpose of prov~dmg assistance to homeless and potentially homeless families Page 4 of 22 B. Excess Payment. CONTRACTOR shall refund to CITY within ten working days of CITY's request, any sum of money which has been paid by CITY and which CITY at any t~me thereafter determmes (1) has resulted m overpayment to CONTRACTOR, or (2) has not been spent strictly m accordance w~th the terms of th~s Agreement, or (3) is not supported by adequate documentation to fully justify the expenditure C Disallowed Costs/Reversion of Assets. Upon terminated of th~s Agreement, should any expense or change for whmh payment has been made be subsequently d~sallowed or d~sapproved as a result of any auditing or momtonng by CITY, the Department of Housing and Urban Development, or any other Federal agency, CONTRACTOR will refund such amount to CITY wlthm ten working days of a written notme to CONTRACTOR, which specffies the amount d~sallowed If CITY finds that CONTRACTOR ~s unwflhng and/or unable to comply with any of the terms of th~s Contract, CITY may reqmre a refund of any and all money expended pursuant to this Contract by CONTRACTOR, as well as any remmmng unexpended funds which shall be refunded to CITY w~th~n ten working days of a written notice to CONTRACTOR to revert these finanmal assets The reversion of these finanmal assets shall be ~n addition to any other remedy avmlable to CITY either at law or in eqmty for breach of this Contract Refunds of disallowed costs may not be made from these or any funds received from or through CITY D Deobhgatlon of Funds. In the event that actual expenditure rates deviate from CONTRACTOR's prowsmn of a corresponding level of performance, as specified m Exhth~t A, CITY hereby reserves the right to reappropnate or recapture any such under expended funds E Contract Close Out. CONTRACTOR shall submit the Agreement close out package to CITY, together w~th a final expendature report, for the t~me period covered by the last mvome requesting rexmbursement of funds under th~s Agreement, wlthm 15 working days following the close of the Agreement period CONTRACTOR shall utilize the form agreed upon by CITY and CONTRACTOR 8. WARRANTIES CONTRACTOR represents and warrants that A All mformatmn, reports and data heretofore or hereafter requested by CITY and furmshed to CITY, are complete and accurate as of the date shown on the mformatmn, Page 5 of 22 data, or report, and, since that date, have not undergone any slgnfficant 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 smd date, there has been no material change, adverse or otherwxse, m the financial condition of CONTRACTOR C No htlgat~on or legal proceedings are presently pending or threatened against CONTRACTOR D None of the provisions herein contravene or are in conflict with the authority under which CONTRACTOR is doing business or w~th the provisions of any existing indenture or agreement of CONTRACTOR E CONTRACTOR has the power to enter into this Agreement and accept payments horeunder, 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 furmshed by CONTRACTOR to CITY Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment 9. COVENANTS A During the period of time that payment may be made hereunder and so long as any payments r~naln tmhqmdated, 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 whtch are allocated to the performance of this Agreement and with respect to which CITY has ownership hereunder (2) Sell, assign, pledge, transfer or otherwise dispose of accounts receivables, notes or claims for money due or to become due (3) Sell, convey, or lease all or substantial part of its assets Page 6 of 22 (4) Make any advance or loan to, or incur any hablhty 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 pad to CONTRACTOR by CITY, unless CITY authorizes such transfer B Should CONTRACTOR use funds received under this Agreement to acquire or ~mprove 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 smd property on or before August 31, 2006, CONTRACTOR shall reimburse CITY in the amount of the fmr market value of th~s property less any portion of the value attributable to expenditures of non-CDBG funds for acquismon of, or ~mprovement to, the property C CONTRACTOR agrees, upon wnttan request by CITY, to reqmre ~ts employees to attend trmnmg sessions sponsored by the Community Development Office 10. ALLOWABLE COSTS A Costs shall be considered allowable only if incurred directly specifically in the performance of and ~n eomphanee with this Agreement and m conformance w~th the standards and prowsmns of Exhibits A and B B Approval of CONTRACTOR's budget, Exhibit B, does not constitute prior written approval, even though certain ~tems may appear herein CITY's prior written authonzatxon ~s reqmred m order for the following to be considered allowable costs (1) Encumbrances or expenthtures dunng any one month period which exceeds one- fifth (1/5) of the total budget as specified ~n Exhibit B (2) CITY shall not be obhgated to any third parties, including any subcontractors of CONTRACTOR, and CITY funds shall not be used to pay for any contract servme extending beyond the expiration of this Agreement (3) Out of town travel (4) Any alteratmns or relocation of the facilities on and m which the activities specified in Exhibit A are conducted Page 7 of 22 (5) Any alterations, deletions or additions to the Personnel Schedule incorporated ~n Exhibit B (6) Costs or fees for temporary employees or services (7) Any fees or payments for consultant services (8) Fees for attending out of town meetings, sennnars or conferences Wntten requests for prior approval are CONTRACTOR's responsibility and shall be made within sufficient t~me to penmt a thorough review by CITY CONTRACTOR must obtain wnttan approval by CITY prior to the commencement of procedures to sohclt or purchase services, eqmpment, or real or personal property Any procurement or purchase, which may be approved under the terms of this Agreement, must be conducted in its entirety m accordance with the provisions of th~s Agreement 11 PROGRAM INCOME A For purposes of this Agreement, program ~ncome means earnings of CONTRACTOR realized from activities resultmg from th~s Agreement or from CONTRACTOR's management of funding provided or received hereunder Such earmngs include, but are not hmlted to, ~ncome from interest, usage or rental or lease fees, ~ncome produced from contract-supported servmes of lndlwduals 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 tlms Agreement B CONTRACTOR shall mmntam records of the receipt and disposition of program income m the same manner as reqmred for other contract funds, and reported to CITY ~n the format prescribed by CITY CITY and CONTRACTOR agree, based upon adwce received from representatives of the U S Department of Housing and Urban Development (HUD), that any fees collected for serwces performed by CONTRACTOR shall be spent only for service provision These fees or other program ~ncome wall be deducted from the regular reimbursement request C CONTRACTOR shall include this Section ~n its entirety ~n all of ~ts sub-contracts which involve other mcome-producmg services or aet~vmes D It is CONTRACTOR's responsibility to obtain from CITY a prior deternnnat~on as to whether or not income arising directly or mdarectly 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 Page 8 of 22 12. MAINTENANCE OF RECORDS A CONTRACTOR agrees to mamtmn records that will provide accurate, current, separate, and complete dxsclosure of the status of the funds received under flus Agreement, in compliance w~th the provisions of Exhibit B, attached hereto, and with any other applicable Federal and State regulations establishing standards for finanmal management CONTRACTOR's record system shall contmn suffiment documentation to provide in detail full support and justification for each expenditure Nothing ~n this Section shall be construed to relieve CONTRACTOR of fiscal accountabthty and habthty under any other provision of this Agreement or any applicable law CONTRACTOR shall ~nclude the substance of this provision m all subcontracts B CONTRACTOR agrees to retmn all books, records, documents, reports, and written accounting 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 Notlung m the above subsections shall be construed to reheve CONTRACTOR of responsibility for retmmng accurate and current records, which clearly reflect the level and benefit of services, prowded under this Agreement D At any reasonable time and as often as CITY may deem necessary, the CONTRACTOR shall make available to CITY, HUD, or any of their authorized representatives, all of ~ts records and shall permit CITY, HUD, or any of their authorized representatives to audit, examine, make excexpts and copies of such records, and to conduct audits of all contracts, ~nvomes, materials, payrolls, records of personnel, conditions or employment and all other data requested by smd representatives 13 REPORTS AND INFORMATION At such times and ~n such form as CITY may reqmre, CONTRACTOR shall furnish such statements, records, data and ~nformatlon as CITY may request and deem pertinent to matters covered by this Agreement CONTRACTOR shall submit quarterly beneficmry and finanmal reports to CITY no less than once each three months The beneficiary report shall detml chent ~nformatlon, including race, income, female head of household and other statistics required by CITY The financml report shall include information and data relative to all programmatic and financial reporting as of the begmmng date specified in Section 1 of this Agreement Unless the CITY has granted a written exemption, CONTRACTOR shall submit an audit conducted by independent examiners w~th ten days after receipt of such Page 9 of 22 14. MONITORING AND EVALUATION A CITY shall perform on-site momtonng of CONTRACTOR's performances under th~s Agreement B CONTRACTOR agrees that CITY may can'y out monltonng and evaluation activities to ensure adherence by CONTRACTOR to the Work Statement, and Program Goals and Object~ves, whmh are attached hereto as Exhibit A, as well as other prowslons of th~s Agreement C CONTRACTOR agrees to cooperate fully with CITY in the development, implementation and maintenance of record-keeping systems and to prowde data determined by CITY to be necessary for CITY to effectively fulfill ~ts momtonng and evaluation responmbflmes D CONTRACTOR agrees to cooperate m such a way so as not to obstruct or delay CITY in such momtonng and to designate one of ~ts staff to coordinate the momtormg process as requested by CITY staff E After each official momtonng visit, CITY shall prowde CONTRACTOR with a written report of momtonng finchngs F CONTRACTOR shall submit copies of any fiscal, management, or audit reports by any of CONTRACTOR's funding or regulatory bodies to CITY w~th~n five (5) working days of receipt by CONTRACTOR 15. DIRECTORS' MEETINGS Dunng the terms of th~s Agreement, CONTRACTOR shall cause to be dehvered to CITY copies of all notices of meetings of ~ts Board of D~rectors, setting forth the t~me and place thereof Such notme shall be dehvered to CITY in a mnely manner to g~ve adequate notme, and shall ~nclude 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 D~rectors' meetings Minutes of all meetings of CONTRACTOR's governing body shall be avmlable to CITY within ten worlong days of approval Page 10 of 22 16. INSURANCE A CONTRACTOR shall observe sound bus~ness practaces wath respect to prowdang such bondang and ~nsurance as would prowde adequate coverage for servaces offered under thru Agreement B The premises on and an w~eh the activities described m Exhab~t A are conducted, and the employees conducting ~hese aet~wt~es, shall be covered by premase hablhty ~nsurance, commonly referred to as "Owner/Tenant" coverage w~th CITY named as an addat~onal ~nsured Upon request of CONTRACTOR, CITY may, at ats sole dascret~on, approve alternate ~nsurance coverage arrangements C CONTRACTOR wall comply with apphcable workers' eompensataon statues and wall obtaan employers' habahty coverage where available and other appropriate habahty coverage for program partm~pants, ff appheable D CONTRACTOR will mmntmn adequate and continuous laabalaty ansurance on all vehicles owned, leased or operated by CONTRACTOR All employees of CONTRACTOR who are reqmred to drive a vehicle m the normal scope and course of thear employment must possess a vahd Texas driver's hcense and automobile habflaty msurance Ewdence of the employee's current possession of a vahd hcense and insurance must be maantalned on a current bas~s m CONTRACTOR's files E Actual losses not covered by insurance as requared by th~s Section are not allowable costs under th~s Agreement, and remmn the sole respons~bthty of CONTRACTOR F The pohcy or pohmes of msuranee shall eontmn a clause which requrres that Caty and Contractor be notafied an writing of any cancellation of change m the pohcy at least 30 days prior to such change or cancellation 17. EQUAL OPPORTUNITY A CONTRACTOR shall submit for CITY's approval, a written plan for comphance w~th the Equal Employment and Affu'mat~ve Actmn Federal prowsmns, within 30 days of the effective date of th~s Agreement B CONTRACTOR shall comply w~th all appheable equal employment opportunity and affirmative action laws or regulations C CONTRACTOR wall fummh all mformat~on and reports requested by the CITY, and will permat access to ~ts books, records, and accounts for purposes of anvestagat~on to ascertmn complaanee w~th local, state and Federal rules and regulations Page 11 of 22 D In the event of CONTRACTOR's non-comphance w~th the non-d~scnm~nat~on reqmrements, CITY may cancel or termmate the Agreement m whole or m part, and CONTRACTOR may be barred from further contracts w~th CITY 18. PERSONNEL POLICIES Personnel pohc~es shall be estabhshed by CONTRACTOR. and shall be available for examlnat~on Such personnel poheles shall A Be no more hberal than CITY's personnel pohcles, procedures, and pracUces, ancludlng pohe~es w~th respect to employment, salary and wage rates, working hours and hohdays, fnnge benefits, vacaUon and s~ck leave privileges, and travel, and B Be m wntmg and shall be approved by the governing body of CONTRACTOR and by CITY 19. CONFLICT OF INTEREST A CONTRACTOR covenants that neither ~t nor any member of ~ts governing body presently has any ~nterest, d~rect or ~nd~rect, which would conflict m any manner or degree with the performance of services reqmred to be performed under th~s Agreement CONTRACTOR further covenants that m the performance of th~s Agreement, no person hawng such interest shall be employed or appomted as a member of ~ts governmg body B CONTRACTOR further covenants that no member of its governing body or ~ts staff, subcontractors or employees shall possess any ~nterest ~n or use his position for a purpose that ~s or g~ves the appearance of being motivated by desire for private gain for lumself, or others, particularly those w~th which he has family, bus~ness, or other t~es C No officer, member, or employee of CITY and no member of ~ts governing body who exercises any function or respons~bthUes ~n the rewew or approval of the undertaking or carrymg out of th~s Agreement shall participate in any decas~on relatmg to the Agreement which affects h~s or her personal ~nterest or the mterest ~n any corporaUon, partnershap, or association in which he or she has a d~rect or md~rect ~nterest 20 NEPOTISM CONTRACTOR shall not employ ~n any pa~d capacity any person who ~s a member of the ~mmedmte family of any person who ~s currently employed by CONTRACTOR, or ~s a member of CONTRACTOR's governing board The term "member of ammedmte family" Page 12 of 22 includes wife, husband, son, daughter, mother, father, brother, s~ster, in-laws, aunt, uncle, nephew, mete, stepparent, stepchild, half-brother and half-sister 21 POLITICAL OR SECTARIAN ACTIVITY A None of the performance rendered hereunder shall involve, and no port~on of the funds received by CONTRACTOR hereunder shall be used, either d~rectly or indirectly, for any poht~cal act~wty 0ncluchng, but not hm~ted to, an act~wty to further the elect~on or defeat of any candidate for pubhc 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 port~on of the funds received by CONTRACTOR hereunder shall be used for or applied directly or ~nd~rectly to the construction, operation, mmntenance or adm~mstratlon, or be utthzed so as to benefit m any manner any sectarian or rehglous facility or activity 22. PUBLICITY A Where such action ~s appropriate, CONTRACTOR shall publicize the activities conducted by CONTRACTOR under this Agreement In any news release, sign, brochure, or other advertising medmm, disseminating information prepared or distributed by or for CONTRACTOR, mention shall be made of the U S Department of Housing and Urban Development's Commumty Development Block Grant Program funding through the C~ty of Denton hawng made the project possible B All pubhshed material and written reports submitted under this project must be originally developed matenal unless otherwise specifically provided in this Agreement When material not originally developed ~s included in a report, the report shall identify the source m the body of the report or by footnote Th~s provision ~s applicable when the material is m a verbatim or extensive paraphrase format All pubhshed material submitted under this project shall include the following reference on the front cover or t~tle page Th~s document is prepared ~n accordance w~th the City of Denton's Community Developmant Block Grant Program, w~th 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 bas~c proposal, or contracts and any responses, ~nqumes, correspondence and related matenal submitted by CONTRACTOR shall become the property of CITY upon receipt Page 13 of 22 23 FUNDING APPLICATIONS CONTRACTOR agrees to notify CITY each time CONTRACTOR is prepanng or submitting any application for fundmg in accordance with the following procedures A When the application ~s m 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 fundmg on the funds and program(s) contracted hereunder Such notice shall be submitted to CITY, m writing, w~thln ten working days of receipt of the notice of award or funding award by CONTRACTOR, together with copies of the budget, program descnptlon, and Agreement C CONTRACTOR shall not use funds prowded hereunder, whether directly or indirectly, as a contribution, or to prepare appllcat~ons to obtmn any federal or private funds under any federal or private program without the prior written consent of CITY 24. CHANGES AND AMENDMENTS A Any alterations, additions, or deletions to the terms of th~s Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used B CONTRACTOR may not make transfers between or among approved hne items w~thm budget categories set forth m Exhibit B without prior written approval of CITY CONTRACTOR shall request, in writing, the budget revision in a form prescribed by CITY, and such request for revision shall not increase the total monetary obligation of CITY under this Agreement In addition, budget revisions cannot significantly change the nature, intent, or scope of the program funded under th~s 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 Exhibit B D It is understood and agreed by the parties hereto that changes m the State, Federal or local laws or regulations pursuant hereto may occur dunng the term of ti'ns Agreement Any such modifications are to be automatically incorporated into this Agreement without wntten amendment hereto, and shall become a part of the Agreement on the effective date speeffied by the law or regulation E CITY may, from time to time dunng the term of the Agreement, request changes m Exlublt A, which may mclude an increase or decreased in the amount of Page 14 of 22 CONTRACTOR's compensation Such changes shall be incorporated in a written amendment hereto, as provided in Subsection A of th~s SecUon F Any alterations, deletion, or addlt~ens to the Contract Budget Detail incorporated m Exfub~t B shall require the prior written approval of CITY G CONTRACTOR agrees to notify CITY of any proposed change ~n physical location for work performed under this Agreement at least 30 calendar days in advance of the change H CONTRACTOR shall notify CITY of any changes ~n personnel or govermng board composition I It ~s expressly understood that neither the performance of Exhibit A for any program contracted hereunder nor the transfer of funds between or among smd programs will be permitted 25. SUSPENSION OF FUNDING Upon determination by CITY of CONTRACTOR's failure to t~mely and properly perform each of the reqmrements, time conditions and dutms prowded here~n, CITY, w~thout limiting any rights it may otherwise have, may, at ~ts discretion, and upon ten working days written not, ce to CONTRACTOR, withhold further payments to CONTRACTOR Such notme may be g~ven by marl to the Executive Officer and the Board of D~rectors of CONTRACTOR The notice shall set forth the default of failure alleged, and the action reqmred for cure The period of such suspension shall be of such duration as ~s appropriate to accomplish correct~ve action, but in no event shall ~t exceed 30 calendar days At the end of the suspension period, if CITY determines the default of defimency has been satisfied, CONTRACTOR may be restored to full compliance status and pa~d all ehg~ble funds wahheld or ~mpounded dunng the suspension period If however, CITY determines that CONTRACTOR has not come into comphance, the prowslons of Section 26 may be effectuated 26 TERMINATION A CITY may terminate th~s Agreement w~th cause for any of the following reasons (I) CONTRACTOR's failure to attmn cornphance during any prescribed period of suspension as provided in Section 25 (2) CONTRACTOR's wolatlon of covenants, agreements or guarantees of this Agreement Page 15 of 22 (3) Termination or reduction of funding by the Umted 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 reqmrements, (c) IS delinquent in payment of taxes, or of costs of performance of this Agreement m the ordinary course of business (5) Appointment of a trustee, receiver or liquidator for all or substantial part of CONTRACTOR's property, or institution of bankruptcy, reorgamzatlon, rearrangement of or liquidation proceedings by or against CONTRACTOR (6) CONTRACTOR's inability to conform to changes reqmred by Federal, State and local laws or regulations as provided in Section 4, and Section 24(D), of this Agreement (7) The commission of an act of bankruptcy (8) CONTRACTOR's violation of any law or regulation to which CONTRACTOR ~s bound or shall be bound under the terms of the Agreement CITY shall promptly notify CONTRACTOR In writing of the decision to terminate and the effective date of termination Simultaneous notice of pending termination maybe made to other funding source specified in Exhibit B B CITY may terminate flus Agreement for convenience at any time If CITY termanates this Agreement for eonvemenee, 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 servaees actually performed bears to the total servmes 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 m a contract between CONTRACTOR and the fundang source in question Page 16 of 22 CONTRACTOR may terminate this Agreement upon the &ssolut~on of CONTRACTOR's orgamzat~on not occasioned by a breach of th~s Agreement D Upon receipt of not~ee to terminate, CONTRACTOR shall cancel, w~thdraw or otherwise terminate any outstanding orders or subcontracts, which relate to the performance of th~s Agreement CITY shall not be hable to CONTRACTOR or CONTRACTOR's creditors for any expenses, encumbrances or obhgat~ons whatsoever ~ncurred after the termination date E Notwithstanding any exercise by CITY of ~ts right of suspension or termination, CONTRACTOR shall not be reheved of habfl~ty to CITY for damages sustmned by CITY by wrtue of any breach of the Agreement by CONTRACTOR, and CITY may w~thhold any reimbursement to CONTRACTOR until such t~me as the exact amount of damages due to CITY from CONTRACTOR ~s agreed upon or otherwise determined 27. NOTIFICATION OF ACTION BROUGHT In the event that any clmm, demand, stat or other action ~s made or brought by any person(s), firm corporation or other entity against CONTRACTOR, CONTRACTOR shall g~ve written not~ce thereof to CITY w~thm two working days after being not~fied of such clmm, demand, stat or other action Such not,ce shall state the date and hour of notification of any such clmm, demand, stat or other acUon, the names and addresses of the person(s), firm, corporation or other enmy making such claim, or that ~nstltuted or threatened to ~nsmute any type of action or proceeding, the bas~s of such clmm, action or proceeding, and the name of any person(s) agmnst whom aneh clmm ~s being made or threatened Such written not,ce shall be dehvered e~ther personally or by mml 28. INDEMNIFICATION A It Is expressly understood and agreed by both part.es hereto that CITY is contracting with CONTRACTOR as au independent contractor and that as such, CONTRACTOR shall save and hold CITY, ~ts officers, agents and employees harmless from all lmblhty of any nature or kind, including costs and expenses for, or on account of, any claims, audit exceptions, demands, stats 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 ~ts agents, employees, or contractors from any and ali claims, suits, causes of action, demands, damages, losses, attorney fees, expenses, and Ilabdity arising out of the use of these contracted funds and program administration and Page 17 of 22 implementation except to the extent caused by the wailful act or omission of CITY, ats~ agents, employees, or contractors. 29. 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 remaamng provisions shall remain m full force and effect and continue to conform to the original intent of both parties hereto C In no event shall any payment to CONTRACTOR hereunder, or any other act or failure of CITY to ms,st in any one or more instances upon the terms and conchtions of this Agreement constitute or be construed in any way to be a wmver 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 prejuchce any right, power, privilege, or remedy available to CITY to enforce ars rights hereunder, which rights, powers, privileges, or remedies are always spemfically preserved No representative or agent of CITY may waive the effect of this provision D This Agreement, together with referenced exhibits and attachments, constttutes 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 occumng dunng the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed m writing, and if appropriate, recorded as an amendment of this Agreement E In the event any d~sagreement or dispute should arise between the parties hereto pertmmng 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 comphance, wall have the final authority to render or to secure an interpretation F For purposes of tlus Agreement, all officml commanacataons and notices among the parties shall be deemed made if sent postage prod to the parties and address set forth below Page 18 of 22 CITY CONTRACTOR Ctty Manager HOPE, Inc C~ty of Denton ATTN Barbara Atk~ns, D~rector 215 E MclQrmey St 117 West Sycamore Denton, Texas 76201 Denton, TX 76201 G Th~s Agreement shall be interpreted m accordance w~th the laws of the State of Texas and venue of any htxgat~on concerning th~s Agreement shall be ~n a court competent junsdmtmn mtt~ng ~n Denton County, Texas /2 1N WlTBIESS OF WHICH th~s Agreement has been executed on thts the ~,~ ~day of ~ ,2000 CITY OF DENTON B fVIICHA~ W ~ CITY MANAGER ATTEST' JENNIFER WALTERS, CITY SECRETARY ii""v -' - APprOVED AS TO LEGAL FORM HERBERT L PROUTY, ~TY ATTORNEY HOPE, INC EXECUTIVE DIRECTOR ATTEST BOARD SECRETARY' Page 19 of 22 EXHIBIT "A" WORK STATEMENT 30-90 Day Program The program will provade assistance to famflaes who are homeless or potentially homeless, and who have the desire and ability to establash self-reliance The fundang requested will provade rent, utllaty, and food to claent families for 30 - 90 days The case manager will meet with the chent famalaes on a weekly basas to assist w~th defimng goals, budget slolls, assessment of job skills and educataonal needs, and community referral Organization wall monator expense, receipts, income, and attempts to move toward stated goals Chent families will have the ablhty, after program assastance, to mmntmn permanent housing Transitional Housing Program The purpose of the project as to assist famahes who are documented under HUD gmdelanes as homeless~ toward estabhshmg and malntalmng self-sufficaency The funding wall provide rent and utility assistance, and hmlted other finanmal aid, as determancd by the needs of the transitional housing famabes The transatlonal housing program will maintain up to five famlhes at a time, and rent and utahty assistance for 12 to 24 months Organazataon will assist the transatlonal housing families wath assessment of educational or vocational skills and tralnang, with budget skalls, w~th Job search skalls, and wath counseling or other social services Orgamzataon will also momtor records of expenses incurred, receipts, and proof of family meome Client famllaes who are m the transatlonal housmg program will be able, after the one or two year assistance period, to improve their sltuataon enough to be able to afford decent, safe, and sanitary housmg wath munmal need for rental assistance and continuing emergency aide from agencaes Organization will utllaze the assistance of the local non-profit servace coordination agency to mmntaln client mformatlon an a centralized computer database Organization wall actively pamclpato on the Denton Continuum of Care Plannmg Committee and work wath local prowders to move famlhes through the Continuum of Care 75% of chents served wall come from specaal needs populations as defined by the 2000-2005 Contanuum of Care Plan Organazatmn will assist 3 more famllaes than were assisted in the 1999-2000 contract year Page 21 of 22 EXHIBIT "B" PROJECT BUDGET 30-90 Day Chent Assistance Program Program Budget $5,000 00 Funds may be used for rent, utilities, food and salary of the case manager Transitional Housing Program Personnel Costs, Chent Servmes for 12 - 24 months $25,000 00 Funds may be used for case management for up to 20 hours per week, rent, utilities, and other needed financial sad Page 22 of 22